<PAGE>
                        VANGUARD FIDUCIARY TRUST COMPANY

                         PROTOTYPE BASIC PLAN DOCUMENT
                            (AS AMENDED FOR EGTRRA)


                                 (VANGUARD LOGO)

<PAGE>
                                                                               .
                                                                               .
                                                                               .
                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
DEFINITIONS
<S>                                                                     <C>
ACP Test Safe Harbor Matching Contributions                              1
Actual Contribution Percentage (ACP)                                     1
Actual Deferral Percentage (ADP)                                         1
Adopting Employer                                                        1
Adoption Agreement                                                       1
ADP Test Safe Harbor Contributions                                       1
Alternate Payee                                                          1
Annual Additions                                                         1
Annuity Starting Date                                                    1
Basic Matching Contributions                                             2
Basic Plan Document                                                      2
Beneficiary                                                              2
Break in Eligibility Service                                             2
Break in Vesting Service                                                 2
Catch-Up Contributions                                                   2
Code                                                                     2
Compensation                                                             2
Contributing Participant                                                 4
Contribution Percentage                                                  4
Contribution Percentage Amounts                                          4
Custodian                                                                4
Deductible Employee Contributions                                        4
Defined Contribution Dollar Limitation                                   4
Designated Beneficiary                                                   4
Determination Date                                                       4
Determination Period                                                     4
Direct Rollover                                                          4
Directed Trustee                                                         5
Disability                                                               5
Discretionary Trustee                                                    5
Distribution Calendar Year                                               5
Domestic Relations Order                                                 5
Earliest Retirement Age                                                  5
Early Retirement Age                                                     5
Earned Income                                                            5
Effective Date                                                           5
Elapsed Time                                                             5
Election Period                                                          6
Elective Deferrals                                                       6
Eligibility Computation Period                                           6
Eligible Employee                                                        6
Eligible Employer for SIMPLE 401(k) Plan                                 6
Eligible Participant                                                     7
Eligible Retirement Plan                                                 7
Eligible Rollover Distribution                                           7
Employee                                                                 7
Employer                                                                 7
Employer Contribution                                                    7
Employer Money Purchase Pension Contribution                             8
Employer Target Benefit Pension Contribution                             8
Employer Profit Sharing Contribution                                     8
Employment Commencement Date                                             8
Enhanced Matching Contributions                                          8
Entry Dates                                                              8
ERISA                                                                    8
Excess Aggregate Contributions                                           8
Excess Annual Additions                                                  8
Excess Contributions                                                     8
Excess Elective Deferrals                                                8
Fiduciary                                                                8
Forfeiture                                                               8
Fund                                                                     9
Highest Average Compensation                                             9
Highly Compensated Employee                                              9
</TABLE>

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                      (i)
<PAGE>

<TABLE>
<CAPTION>
DEFINITIONS
<S>                                                                     <C>
Hours of Service                                                         9
Indirect Rollover                                                        10
Individual Account                                                       10
Investment Fiduciary                                                     10
Investment Fund                                                          10
Key Employee                                                             10
Leased Employee                                                          10
Life Expectancy                                                          10
Limitation Year                                                          10
Master or Prototype Plan                                                 10
Matching Contribution                                                    10
Maximum Permissible Amount                                               11
Month of Eligibility Service                                             11
Nondeductible Employee Contributions                                     11
Normal Retirement Age                                                    11
Owner-Employee                                                           11
Participant                                                              11
Participant's Benefit                                                    11
Permissive Aggregation Group                                             11
Plan                                                                     11
Plan Administrator                                                       11
Plan Sequence Number                                                     12
Plan Year                                                                12
Pre-Age 35 Waiver                                                        12
Pre-Tax Elective Deferrals                                               12
Present Value                                                            12
Prior Plan                                                               12
Projected Annual Benefit                                                 12
Prototype Sponsor                                                        12
Qualified Domestic Relations Order                                       12
Qualified Election                                                       13
Qualified Joint and Survivor Annuity                                     13
Qualified Matching Contributions                                         13
Qualified Nonelective Contributions                                      13
Qualified Preretirement Survivor Annuity                                 13
Qualifying Contributing Participant                                      13
Qualifying Employer Security(ies)                                        14
Qualifying Participant                                                   14
Recipient                                                                14
Required Aggregation Group                                               14
Required Beginning Date                                                  14
Roth Elective Deferrals                                                  14
Roth IRA                                                                 14
Safe Harbor CODA                                                         15
Safe Harbor Nonelective Contributions                                    15
Self-Employed Individual                                                 15
Separate Fund                                                            15
Severance from Employment                                                15
SIMPLE 401(k) Year                                                       15
SIMPLE IRA                                                               15
Spouse                                                                   15
Straight Life Annuity                                                    15
Taxable Wage Base                                                        15
Termination of Employment                                                15
Top-Heavy Plan                                                           15
Traditional IRA                                                          15
Trustee                                                                  15
Valuation Date                                                           15
Vested                                                                   15
Vested Account Balance                                                   15
Year of Eligibility Service                                              16
Year of Vesting Service                                                  16

SECTION ONE: EFFECTIVE DATES                                             16

SECTION TWO: ELIGIBILITY REQUIREMENTS                                    16
2.01 Eligibility to Participate                                          16
2.02 Plan Entry                                                          16
2.03 Transfer To or From Ineligible Class                                17
</TABLE>

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                                       ii
<PAGE>

<TABLE>
<CAPTION>
DEFINITIONS
<S>                                                                     <C>
2.04 Return as a Participant After Break in Eligibility Service          17
2.05 Determinations Under This Section                                   17
2.06 Terms of Employment                                                 17

SECTION THREE: CONTRIBUTIONS                                             17
3.01 Elective Deferrals                                                  17
3.02 Matching Contributions                                              19
3.03 Safe Harbor CODA                                                    20
3.04 Employer Contributions                                              20
3.05 Qualified Nonelective Contributions                                 28
3.06 Qualified Matching Contributions                                    28
3.07 Rollover Contributions                                              29
3.08 Transfer Contributions                                              29
3.09 Deductible Employee Contributions                                   29
3.10 Nondeductible Employee Contributions                                29
3.11 Other Limitations on SIMPLE 401(k) Contributions                    29
3.12 Limitation on Allocations                                           30
3.13 Actual Deferral Percentage Test (ADP)                               31
3.14 Actual Contribution Percentage Test (ACP)                           33

SECTION FOUR: VESTING AND FORFEITURES                                    35
4.01 Determining the Vested Portion of Participant Individual Accounts   35
4.02 100 Percent Vesting of Certain Contributions                        37
4.03 Forfeitures and Vesting of Matching Contributions                   37

SECTION FIVE: DISTRIBUTIONS AND LOANS TO PARTICIPANTS                    37
5.01 Distributions                                                       37
5.02 Form of Distribution to a Participant                               41
5.03 Distributions Upon the Death of a Participant                       41
5.04 Form of Distribution to Beneficiaries                               42
5.05 Required Minimum Distribution Requirements                          42
5.06 Annuity Contracts                                                   45
5.07 Distributions in-Kind                                               45
5.08 Procedure for Missing Participants or Beneficiaries                 45
5.09 Claims Procedures                                                   45
5.10 Joint and Survivor Annuity Requirements                             46
5.11 Liability for Withholding on Distributions                          47
5.12 Distribution of Excess Elective Deferrals                           47
5.13 Distribution of Excess Contributions                                48
5.14 Distribution of Excess Aggregate Contributions                      48
5.15 Recharacterization                                                  49
5.16 Loans To Participants                                               49

SECTION SIX: DEFINITIONS                                                 50

SECTION SEVEN: MISCELLANEOUS                                             50
7.01 The Fund                                                            50
7.02 Individual Accounts                                                 51
7.03 Powers and Duties of the Plan Administrator                         51
7.04 Expenses and Compensation                                           52
7.05 Information from Employer                                           52
7.06 Plan Amendments                                                     53
7.07 Plan Merger or Consolidation                                        54
7.08 Permanency                                                          54
7.09 Method and Procedure for Termination                                54
7.10 Continuance of Plan by Successor Employer                           54
7.11 Failure of Plan Qualification                                       54
7.12 Governing Laws and Provisions                                       55
7.13 State Community Property Laws                                       55
7.14 Headings                                                            55
7.15 Gender and Number                                                   55
7.16 Standard of Fiduciary Conduct                                       55
7.17 General Undertaking of all Parties                                  55
7.18 Agreement Binds Heirs, Etc.                                         55
7.19 Determination of Top-Heavy Status                                   55
7.20 Inalienability of Benefits                                          56
7.21 Bonding                                                             56
7.22 Investment Authority                                                57
7.23 Procedures and Other Matters Regarding Domestic Relations Orders    59
</TABLE>

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                                      iii
<PAGE>

<TABLE>
<CAPTION>
DEFINITIONS
<S>                                                                     <C>
7.24 Indemnification of Prototype Sponsor.                               59
7.25 Military Service                                                    59

SECTION EIGHT: TRUSTEE AND CUSTODIAN                                     60
8.01 Financial Organization as Custodian                                 60
8.02 Trustee                                                             61
8.03 Compensation and Expenses                                           65
8.04 No Obligation to Question Data                                      65
8.05 Resignation                                                         65

SECTION NINE: ADOPTING EMPLOYER SIGNATURE                                65
</TABLE>

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                                       iv
<PAGE>

QUALIFIED RETIREMENT PLAN AND TRUST
DEFINED CONTRIBUTION BASIC PLAN DOCUMENT 01

DEFINITIONS

When used in the Plan with initial capital letters, the following words and
phrases have the meanings set forth below unless the context indicates that
other meanings are intended.

ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS

Means Matching Contributions described in Plan Section 303(B).

ACTUAL CONTRIBUTION PERCENTAGE (ACP)

Means the average of the Contribution Percentages of the Eligible Participants
in a group of either Highly Compensated Employees or non-Highly Compensated
Employees.

ACTUAL DEFERRAL PERCENTAGE (ADP)

Means, for a specified group of Participants (either Highly Compensated
Employees or non-Highly Compensated Employees) for a Plan Year, the average of
the ratios (calculated separately for each Participant in such group) of (1) the
amount of Employer Contributions actually paid to the Fund on behalf of such
Participant for the Plan Year to (2) the Participant's Compensation for such
Plan Year. For purposes of calculating the ADP, Employer Contributions on behalf
of any Participant shall include: (1) any Elective Deferrals (other than
Catch-up Contributions) made pursuant to the Participant's salary deferral
election or pursuant to automatic Elective Deferral enrollment, if applicable
(including Excess Elective Deferrals of Highly Compensated Employees), but
excluding (a) Excess Elective Deferrals of Participants who are non-Highly
Compensated Employees that arise solely from Elective Deferrals made under the
Plan or plans of this Employer and (b) Elective Deferrals that are taken into
account in the Actual Contribution Percentage test (provided the ADP test is
satisfied both before and after exclusion of these Elective Deferrals); and (2)
if elected by the Employer, Qualified Nonelective Contributions and/or Qualified
Matching Contributions. For purposes of computing Actual Deferral Percentages,
an Employee who would be a Participant but for the failure to make Elective
Deferrals shall be treated as a Participant on whose behalf no Elective
Deferrals are made.

ADOPTING EMPLOYER

Means any corporation, sole proprietor, or other entity named in the Adoption
Agreement and any successor who by merger, consolidation, purchase, or otherwise
assumes the obligations of the Plan. The Adopting Employer shall be a named
fiduciary for purposes of ERISA Section 402(a).

ADOPTION AGREEMENT

Means the document executed by the Adopting Employer through which it adopts the
Plan and trust and thereby agrees to be bound by all terms and conditions of the
Plan and trust.

ADP TEST SAFE HARBOR CONTRIBUTIONS

Means any Basic Matching Contributions, Enhanced Matching Contributions, and
Safe Harbor Nonelective Contributions.

ALTERNATE PAYEE

Means any Spouse, former Spouse, child, or other dependent of a Participant who
is recognized by a Domestic Relations Order as having a right to receive all, or
a portion of, the benefits payable under the Plan with respect to such
Participant.

ANNUAL ADDITIONS

Means the sum of the following amounts credited to a Participant for the
Limitation Year:

a.   Employer  Contributions,

b.   Nondeductible  Employee  Contributions,

c.   Forfeitures,

d.   amounts allocated to an individual medical account, as defined in Code
     Section 415(l)(2), which is part of a pension or annuity plan maintained
     by the Employer. Also amounts derived from contributions paid or accrued
     which are attributable to post-retirement medical benefits, allocated to
     the separate account of a key employee (as defined in Code Section 41
     9A(d)(3)), under a welfare benefit fund (as defined in Code Section
     419(e)), maintained by the Employer,

e.   amounts  allocated  under  a  simplified  employee  pension  plan,

f.   Excess  Contributions  (including  amounts  recharacterized),  and

g.   Excess  Aggregate  Contributions.

For this purpose, any Excess Annual Additions applied in Plan Section 3.
12(A)(4) or 3.l2(B)(6) in the Limitation Year to reduce Employer Contributions
will be considered Annual Additions for such Limitation Year.

ANNUITY STARTING DATE

Means the first day of the first period for which an amount is paid as an
annuity or any other form.

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<PAGE>

BASIC MATCHING CONTRIBUTIONS

Means Matching Contributions made pursuant to the Safe Harbor CODA formula
described in Section Three of the Adoption Agreement, if applicable.

BASIC PLAN DOCUMENT

Means this prototype Plan and trust document.

BENEFICIARY

Means the individual(s) or entity(ies) designated pursuant to Plan Section Five.

BREAK IN ELIGIBILITY SERVICE

Means a 12-consecutive month period which coincides with an Eligibility
Computation Period during which an Employee fails to complete more than 500
Hours of Service (or such lesser number of Hours of Service specified in the
Adoption Agreement for this purpose) or such periods specified in the Elapsed
Time definition, if applicable.

BREAK IN VESTING SERVICE

Means a Plan Year (or other vesting computation period described in the
definition of Year of Vesting Service) during which an Employee fails to
complete more than 500 Hours of Service (or such lesser number of Hours of
Service specified in the Adoption Agreement for this purpose) or such period
specified in the Elapsed Time definition, if applicable.

CATCH-UP CONTRIBUTIONS

Means Elective Deferrals made pursuant to Plan Section Three, that are in excess
of an otherwise applicable Plan limit and that are made by Participants who are
age 50 or older by the end of their taxable years. An otherwise applicable Plan
limit is a limit in the Plan that applies to Elective Deferrals without regard
to Catch-up Contributions, such as the limits on Annual Additions, the dollar
limitation on Elective Deferrals under Code Section 402(g) (not counting
Catch-up Contributions), the limit imposed by the Actual Deferral Percentage
(ADP) test under Code Section 401(k)(3), or any other allowable limit imposed by
the Employer. Catch-up Contributions for a Participant for a taxable year may
not exceed (1) the dollar limit on Catch-up Contributions under Code Section
414(v)(2)(B)(1) for the taxable year or (2) when added to other Elective
Deferrals, an amount that would enable the Employer to satisfy other statutory
or regulatory requirements (eg., income tax withholding, FICA and FUTA
withholding, etc.). The dollar limit on Catch-up Contributions in Code Section
414(v)(2)(B)(1) is $1,000 for taxable years beginning in 2002, increasing by
$1,000 for each year thereafter up to $5,000 for taxable years beginning in 2006
and later years. After 2006, the $5,000 limit will be adjusted by the Secretary
of the Treasury for cost-of-living increases under Code Section 414(c)(2)(C).
Any such adjustments will be in multiples of $500. Different limits apply to
Catch-up Contributions under SIMPLE 401(k) Plans.

CODE

Means the Internal Revenue Code of 1986 as amended from time to time.

COMPENSATION

A.   GENERAL  DEFINITION

     The following definition of Compensation shall apply.

     As elected by the Adopting Employer in the Adoption Agreement (and if no
     election is made, W-2 wages will apply), Compensation shall mean one of the
     following:

     1.   W-2 wages - Compensation is defined as information required to be
          reported under Code Sections 6041, 6051, and 6052 (wages, tips, and
          other compensation as reported on Form W-2). Compensation is further
          defined as wages within the meaning of Code Section 3401(a) and all
          other payments of compensation to an Employee by the Employer (in the
          course of the Employer's trade or business) for which the Employer is
          required to furnish the Employee a written statement under Code
          Sections 6041(d), 6051(a)(3), and 6052. Compensation must be
          determined without regard to any rules in Code Section 3401(a) that
          limit the remuneration included in wages based on the nature or
          location of the employment or the services performed (such as the
          exception for agricultural labor in Code Section 3401(a)(2)).

     2.   Section 3401 (a) wages - Compensation is defined as wages within the
          meaning of Code Section 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
          location of the employment or the services performed (such as the
          exception for agricultural labor in Code Section 3401(a)(2)).

     3.   415 safe-harbor compensation - Compensation is defined as wages,
          salaries, and fees for professional services 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 to 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 Treasury
          Regulation 1.62-2(c)), and excluding the following:

          a.   Employer contributions to a plan of deferred compensation which
               are not includible in the Employee's gross income for the taxable
               year in which contributed, or employer contributions under a
               simplified employee pension plan to the extent such contributions
               are deductible by the Employee, or any distributions from a plan
               of deferred compensation;

          b.   Amounts realized from the exercise of a nonqualified stock
               option, or when restricted stock (or property) held by the
               Employee either becomes freely transferable or is no longer
               subject to a substantial risk of forfeiture;

                                            (C)2010 Ascensus, Inc., Brainerd, MN


                                       2
<PAGE>
          c.   Amounts realized from the sale, exchange, or other disposition of
               stock acquired under a qualified stock option; and

          d.   Other amounts which received special tax benefits, or
               contributions made by the Employer (whether or not under a salary
               reduction agreement) towards the purchase of an annuity contract
               described in Code Section 403(b) (whether or not the
               contributions are actually excludable from the gross income of
               the Employee).

     For any Self-Employed Individual covered under the Plan, Compensation will
     mean Earned Income.

B.   DETERMINATION  PERIOD  AND  OTHER  RULES

     Unless otherwise indicated in the Adoption Agreement or required by law or
     regulation, where an Employee becomes an Eligible Participant on any date
     subsequent to the first day of the applicable Determination Period,
     Compensation shall include only that Compensation paid to the Employee
     during the portion of the Determination Period they were an Eligible
     Participant, unless otherwise required by either the Code or ERISA (e.g.,
     full year compensation used in the calculation of the minimum allocation in
     a Top-Heavy Plan). Except as otherwise provided in this Plan (e.g.,
     continued coverage of disabled Participants), Compensation received by an
     Employee during a Determination Period in which the Employee does not
     perform services for the Employer will be disregarded.

     Unless otherwise indicated in the Adoption Agreement, Compensation shall
     include (a) any amount which is contributed by the Employer pursuant to a
     salary reduction agreement and which is not includible in the gross income
     of the Employee under Code Sections 125, 132(f)(4), 402(e)(3),
     402(h)(l)(B), 403(b); (b) compensation deferred under an eligible deferred
     compensation plan within the meaning of Code Section 457(b) (deferred
     compensation plans of state and local governments and tax-exempt
     organizations); and (c) employee contributions (under government plans)
     described in Code Section 414(h)(2) but shall not include deemed Code
     Section 125 compensation.

     For purposes of applying the limitations of Plan Section 3.12, Compensation
     for a Limitation Year is the Compensation actually paid or made available
     in gross income during such Limitation Year. Notwithstanding the preceding
     sentence, Compensation for a defined contribution plan Participant who is
     permanently and totally disabled (as defined in Code Section 22(e)(3)) is
     the Compensation such Participant would have received for the Limitation
     Year if the Participant had been paid at the rate of Compensation paid
     immediately before becoming permanently and totally disabled. Compensation
     paid or made available during such Limitation Year shall include any
     elective deferral (as defined in Code Section 402(g)(3)) and any amount
     which is contributed or deferred by the Employer at the election of the
     Employee and which is not includible in the gross income of the Employee by
     reason of Code Section 125, 132(f), or 457.

     If elected by the Employer in the Adoption Agreement, amounts under Code
     Section 125 include any amounts not available to a Participant in cash in
     lieu of group health coverage (deemed Code Section 125 compensation). An
     amount will be treated as an amount under Code Section 125 only if the
     Employer does not request or collect information regarding the
     Participants' other health coverage as part of the enrollment process for
     the health plan.

     For Limitation Years beginning after 2004, except as otherwise elected in
     the Adoption Agreement, payments made within 2 1/2 months after Severance
     from Employment will be Compensation within the meaning of Code Section
     415(c)(3) if they are payments that, absent a Severance from Employment,
     would have been paid to the Employee if the Employee continued in
     employment with the Employer and are regular compensation for services
     during the Employee's regular working hours, compensation for services
     outside the Employee's regular working hours (such as overtime or shift
     differential), commissions, bonuses, or other similar compensation. For
     Limitation Years beginning after 2004, except as otherwise elected in the
     Adoption Agreement, payments made within 2 1/2 months after Severance from
     Employment will not be Compensation within the meaning of Code Section 41
     5(c)(3) if they are payments for accrued bona fide sick, vacation, or other
     leave, but only if the Employee would have been able to use the leave if
     employment had continued. Any payments not described above are not
     considered Compensation if paid after Severance from Employment, even if
     they are paid within 2 1/2 months following Severance from Employment,
     except for payments to an individual who does not currently perform
     services for the Employer by reason of qualified military service (within
     the meaning of Code Section 414(u)(1)) to the extent these payments do not
     exceed the amounts the individual would have received if the individual had
     continued to perform services for the Employer rather than entering
     qualified military service.

C.   COMPENSATION  FOR  ADP,  ACP  AND  CODE  SECTION  401(A)(4)  TESTING

     Compensation for purposes of ADP, ACP and Code Section 40l(a)(4) testing
     will be W-2 wages unless another definition of Compensation is elected on
     the Adoption Agreement for allocation and other general purposes or another
     definition is required by law or regulation. Notwithstanding the foregoing,
     a Plan Administrator has the option from year to year to use a different
     definition of Compensation for testing purposes provided the definition of
     Compensation satisfies Code Section 414(s) and the regulations thereunder,

D.   LIMITS  ON  COMPENSATION

     The annual Compensation of each Participant taken into account in
     determining allocations shall not exceed $200,000, as adjusted for
     cost-of-living increases in accordance with Code Section 401(a)(l7)(B).
     Annual Compensation means Compensation during the Plan Year or such other
     consecutive 12-month period over which Compensation is otherwise determined
     under the Plan (Determination Period). The cost-of-living adjustment in
     effect for the calendar year applies to annual Compensation for the
     Determination Period that begins with or within such calendar year.

     If a Determination Period consists of fewer than 12 months, the annual
     Compensation limit is an amount equal to the otherwise applicable annual
     Compensation limit multiplied by a fraction, the numerator of which is the
     number of months in the short Determination Period, and the denominator of
     which is 12.

     If Compensation for any prior Determination Period is taken into account in
     determining an Employee's allocations or benefits for the current
     Determination Period, the Compensation for such prior Determination Period
     is subject to the applicable annual Compensation limit in effect for that
     prior period.

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                                       3
<PAGE>

E.   SIMPLE  401(K)  RULES

     Notwithstanding anything in this Plan to the contrary, if an Eligible
     Employer has established a SIMPLE 401(k) plan, Compensation means, for
     purposes of the definition of Eligible Employer and for purposes of Plan
     Sections 3.01(H) and 3.02, the sum of the wages, tips, and other
     compensation from the Employer subject to federal income tax withholding
     (as described in Code Section 6051 (a)(3)) and the Employee's Elective
     Deferral contributions made under this or any other 401(k) plan, and, if
     applicable, elective deferrals under a Section 408(p) SIMPLE IRA plan, a
     SARSEP plan, or a Section 403(b) annuity contract and compensation deferred
     under a Code Section 457 plan, required to be reported by the Employer on
     Form W-2 (as described in Code Section 605l(a)(8)). Compensation also
     includes amounts paid for domestic service (as described in Code Section
     3401(a)(3)). For Self-Employed Individuals, Compensation means net earnings
     from self-employment determined under Code Section 1402(a) before
     subtracting any contributions made under this Plan on behalf of the
     individual. The provisions of the Plan implementing the limit on
     Compensation under Code Section 401(a)(17) apply to the Compensation in
     Plan Sections 3.01(H) and 3,02.

F.   SAFE  HARBOR  CODA  RULES

     Notwithstanding anything in this Plan to the contrary, if an Adopting
     Employer has elected in the Adoption Agreement to apply the Safe Harbor
     CODA provisions to this Plan, Compensation means Compensation as defined in
     this Definitions Section of the Plan and, if applicable, the definition of
     Compensation for allocation and other general purposes selected in the
     Adoption Agreement, except, for purposes of Section 3.03, no dollar limit,
     other than the limit imposed by Code Section 401 (a)(17), applies to the
     Compensation of a non- Highly Compensated Employee. However, solely for
     purposes of determining the Compensation subject to a Participant's salary
     reduction agreement, the Employer may use an alternative definition to the
     one described in the preceding sentence, provided such alternative
     definition is a reasonable definition within the meaning of Treasury
     Regulation 1.414(s)-1 (d)(2) and permits each Participant to elect
     sufficient Elective Deferrals to receive the maximum amount of Matching
     Contributions (determined using the definition of Compensation described in
     the preceding sentence) available to the Participant under the Plan.

CONTRIBUTING PARTICIPANT

Means a Participant who has enrolled as a Contributing Participant pursuant to
either Plan Sections 3.01 or 3.10 and on whose behalf the Employer is
contributing Elective Deferrals to the Plan (or is making Nondeductible Employee
Contributions).

CONTRIBUTION PERCENTAGE

Means the ratio (expressed as a percentage) of the Participant's Contribution
Percentage Amounts to the Participant's Compensation for the Plan Year.

CONTRIBUTION PERCENTAGE AMOUNTS

Means the sum of the Nondeductible Employee Contributions, Matching
Contributions, and Qualified Matching Contributions (to the extent not taken
into account for purposes of the ADP test) made under the Plan on behalf of the
Participant for the Plan Year. Such Contribution Percentage Amounts shall not
include Matching Contributions that are forfeited either to correct Excess
Aggregate Contributions or because the contributions to which they relate are
Excess Deferrals, Excess Contributions, Excess Aggregate Contributions, or
Excess Annual Additions which are distributed pursuant to Plan Section 3.
12(A)(4)(c).

The Employer may elect, in a uniform and nondiscriminatory manner, to use either
Qualified Nonelective Contributions or Elective Deferrals, or both, in the
Contribution Percentage Amounts. Elective Deferrals may only be included in the
Contribution Percentage Amounts if the Plan passes the ADP test both before and
after the exclusion of such Elective Deferrals.

CUSTODIAN

Means an entity appointed in the Adoption Agreement (or, if applicable, in a
separate custodial agreement) by the Adopting Employer to hold the assets of the
trust as Custodian or any duly appointed successor as provided in Plan Section
8.05.

DEDUCTIBLE EMPLOYEE CONTRIBUTIONS

Means any qualified voluntary employee contributions (as defined in Code Section
219(e)(2) made after December 31, 1981, in a taxable year beginning after such
date and made for a taxable year beginning before January 1, 1987, and allowable
as a deduction under Code Section 219(a) for such taxable year.

DEFINED CONTRIBUTION DOLLAR LIMITATION

Means $40,000, as adjusted under Code Section 415(d).

DESIGNATED BENEFICIARY

Means the individual who is designated by the Participant as the Beneficiary of
the Participant's interest under the Plan and who is the designated Beneficiary
under Code Section 401(a)(9) and Treasury Regulation 1.40l(a)(9)-4.

DETERMINATION DATE

Means for any Plan Year after the first Plan Year, the last day of the preceding
Plan Year. For the first Plan Year of the Plan, Determination Date means the
last day of that year.

DETERMINATION PERIOD

Means, except as provided elsewhere in this Plan, the Plan Year unless the
Adopting Employer has selected another period in the Adoption Agreement.

DIRECT ROLLOVER

Means a payment by the Plan to the Eligible Retirement Plan specified by the
Recipient (or, if necessary pursuant to Plan Section 5.01(B)(1), an individual
retirement account (IRA) under Code Sections 408(a), 408(b), or 408A (for Roth
Elective Deferrals), as selected by the Adopting Employer in the Adoption
Agreement).

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DIRECTED TRUSTEE

Means the Trustee that is designated as the Directed Trustee in the Adoption
Agreement. The Directed Trustee shall be responsible for investing the Fund and
performing the responsibilities of the Trustee set forth in the Plan in
accordance with specific instructions provided by the Adopting Employer or the
Plan Administrator (or Participant or Beneficiary) in accordance with
instructions (either in writing or in any other form permitted by rules
promulgated by the IRS or DOL) from one of the foregoing.

DISABILITY

Unless the Adopting Employer has elected a different definition in the Adoption
Agreement or as otherwise provided in the Plan, 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 12 months. The permanence and degree of such impairment shall be
supported by medical evidence satisfactory to the Plan Administrator.

DISCRETIONARY TRUSTEE

Means a Trustee that is designated as a Discretionary Trustee in the Adoption
Agreement and enters into an agreement with the Adopting Employer whereby the
Trustee and not the Adopting Employer will select the appropriate investments
for the Fund in accordance with the Plan's funding policy statement or will
perform such other tasks identified in such agreement between the Trustee and
Adopting Employer.

DISTRIBUTION CALENDAR YEAR

Means a calendar year for which a minimum distribution is required. For
distributions beginning before the Participant's death, the first Distribution
Calendar Year is the calendar year immediately preceding the calendar year which
contains the Participant's Required Beginning Date. For distributions beginning
after the Participant's death, the first Distribution Calendar Year is the
calendar year in which distributions are required to begin pursuant to Plan
Section 5.05(D). The required minimum distribution for the Participant's first
Distribution Calendar Year will be made on or before the Participant's Required
Beginning Date. The required minimum distribution for other Distribution
Calendar Years, including the required minimum distribution for the Distribution
Calendar Year in which the Participant's Required Beginning Date occurs, will be
made on or before December 31 of that Distribution Calendar Year.


DOMESTIC RELATIONS ORDER

Means any judgment, decree, or order (including approval of a property
settlement agreement) that:

a.   relates to the provision of child support, alimony payments, or marital
     property rights to a spouse, former spouse, child, or other dependent of a
     Participant, and

b.   is made pursuant to state domestic relations law (including applicable
     community property laws).

EARLIEST RETIREMENT AGE

Means, for purposes of the Qualified Joint and Survivor Annuity provisions of
the Plan, the earliest date on which, under the Plan, the Participant could
elect to receive retirement benefits.

EARLY RETIREMENT AGE

Means the age specified in the Adoption Agreement. The Plan will not have an
Early Retirement Age if none is specified in the Adoption Agreement.

EARNED INCOME

Means the net earnings from self-employment in the trade or business with
respect to which the Plan is established, for which personal services of the
individual are a material income-producing factor. Net earnings will be
determined without regard to items not included in gross income and the
deductions allocable to such items. Net earnings are reduced by contributions by
the Employer to a qualified plan to the extent deductible under Code Section
404.

Net earnings shall be determined with regard to the deduction allowed to the
Employer by Code Section 164(f).

EFFECTIVE DATE

Means the date the Plan or amendment or restatement of the Plan becomes
effective as indicated in the Adoption Agreement. Notwithstanding the foregoing,
unless otherwise provided in this Basic Plan Document, the Effective Date of
mandatory Plan changes resulting from the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRRA) and the Job Creation and Worker Assistance
Act of 2002 (JCWAA) shall be the later of the original Effective Date of the
Plan or the first day of the Plan Year in which the legislative or regulatory
change became effective. For optional changes made available by EGTRRA, the
Effective Date shall be the date the plan began to operate in accordance with
such optional change, as indicated by a Plan amendment if a written amendment
was required for such change.

ELAPSED TIME-MEANS

          A.   SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED

               If elected by the Adopting Employer in the Adoption Agreement,
               the following definition of Elapsed Time shall apply for purposes
               of determining service. When this definition applies, the
               definitions of break in service and hour of service in the
               Elapsed Time definition will replace the definitions of Break in
               Eligibility Service, Break in Vesting Service, and Hours of
               Service found in the Definitions Section of the Plan.

               For purposes of determining an Employee's initial or continued
               eligibility to participate in the Plan or the Vested interest in
               the Participant's Individual Account balance derived from
               Employer Contributions, an Employee will receive credit for the
               aggregate of all time periods commencing with the Employee's
               first day of employment or reemployment and ending on the date a
               break in service begins. The first day of employment or
               reemployment is the first day the Employee performs an hour of
               service. An Employee will also receive credit for any period of
               severance of less than 12 consecutive months. Fractional periods
               of a year will be expressed in terms of months or days.

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     For purposes of this definition, hour of service will mean each hour for
     which an Employee is paid or entitled to payment for the performance of
     duties for the Employer. Break in service is a period of severance of at
     least 12 consecutive months. Period of severance is a continuous period of
     time during which the Employee is not employed by the Employer. Such period
     begins on the date the Employee retires, quits, or is discharged, or if
     earlier, the 12-month anniversary of the date on which the Employee was
     otherwise first absent from service.

     In the case of an individual who is absent from work for maternity or
     paternity reasons, the 12-consecutive month period beginning on the first
     anniversary of the first date of such absence shall not constitute a break
     in service, For purposes of this Elapsed Time definition, an absence from
     work for maternity or paternity reasons means an absence 1) by reason of
     the pregnancy of the individual, 2) by reason of the birth of a child of
     the individual, 3) by reason of the placement of a child with the
     individual in connection with the adoption of such child by such
     individual, or 4) for purposes of caring for such child for a period
     beginning immediately following such birth or placement.

     Each Employee will share in Employer Contributions for the period beginning
     on the date the Employee commences participation under the Plan and ending
     on the date on which such Employee severs employment with the Employer or
     is no longer a member of an eligible class of Employees.

     If the Employer is a member of an affiliated service group (under Code
     Section 414(m)), a controlled group of corporations (under Code Section
     414(b)), a group of trades or businesses under common control (under Code
     Section 414(c)), or any other entity required to be aggregated with the
     Employer pursuant to Code Section 414(o), service will be credited for any
     employment for any period of time for any other member of such group.
     Service will also be credited for any individual required under Code
     Section 414(n) or Code Section 414(o) to be considered an Employee of any
     Employer aggregated under Code Section 414(b),(c),or (m).

B.   CHANGES IN METHODS OF CREDITING SERVICE

     The Plan may be amended to change the method of crediting service between
     the general rules discussed in this Elapsed Time definition and the Hours
     of Service method discussed in the Hours of Service definition provided
     each Employee with respect to whom the method of crediting service is
     changed is afforded the protection described in Treasury Regulation
     1.410(a)-7(g) and other applicable rules promulgated by the IRS.

ELECTION PERIOD

Means the period which begins on the first day of the Plan Year in which the
Participant attains age 35 and ends on the date of the Participant's death, If a
Participant separates from service before the first day of the Plan Year in
which age 35 is attained, with respect to the account balance as of the date of
separation, the Election Period shall begin on the date of separation.

ELECTIVE DEFERRALS

Means any Employer Contributions made either as a Pre-Tax Elective Deferral or,
effective on or after January 1, 2006, as a Roth Elective Deferral to the Plan
at the election of the Participant or pursuant to automatic Elective Deferral
enrollment, in lieu of cash compensation, and shall include contributions made
pursuant to a salary reduction agreement. With respect to any taxable year, a
Participant's Elective Deferrals are the sum of all Employer contributions made
on behalf of such Participant pursuant to an election to defer under any
qualified cash or deferred arrangement as described in Code Section 401(k), any
simplified employee pension plan cash or deferred arrangement as described in
Code Section 408(k)(6), any SIMPLE IRA Plan described in Code Section 408(p),
any plan as described under Code Section 501(c)(18), any Employer contributions
made on the behalf of a Participant for the purchase of an annuity contract
under Code Section 403(b) pursuant to a salary reduction agreement. Elective
Deferrals shall not include any deferrals properly distributed as Excess Annual
Additions.

No Participant shall be permitted to have Elective Deferrals made under this
Plan, or any other qualified plan maintained by the Employer, during any taxable
year of the Participant, in excess of the dollar limitation contained in Code
Section 402(g) in effect at the beginning of such taxable year. In the case of a
Participant age 50 or over by the end of the taxable year, the dollar limitation
described in the preceding sentence is increased by the amount of Elective
Deferrals that can be Catch-up Contributions, The dollar limitation contained in
Code Section 402(g) is $10,500 for taxable years beginning in 2000 and 2001
increasing to $11,000 for taxable years beginning in 2002 and increasing by
$1000 for each year thereafter up to $15,000 for taxable years beginning in 2006
and later years. After 2006, the $15,000 limit will be adjusted by the Secretary
of the Treasury for cost-of-living increases under Code Section 402(g)(4). Any
adjustments will be in multiples of $500.

ELIGIBILITY COMPUTATION PERIOD

Means, with respect to an Employee's initial Eligibility Computation Period, the
12-consecutive month period commencing on the Employee's Employment Commencement
Date. Unless otherwise specified in the Adoption Agreement, the Employee's
subsequent Eligibility Computation Periods shall be the Plan Year commencing
with the Plan Year beginning during the Employee's initial Eligibility
Computation Period. An Employee shall not be credited with a Year of Eligibility
Service before the end of the 12-consecutive month period regardless of when
during such period the Employee completes the required number of Hours of
Service.

ELIGIBLE EMPLOYEE

Means, if the Employer has adopted a SIMPLE 401(k) Plan, any Employee who is
entitled to make Elective Deferrals under the terms of the Plan. Notwithstanding
the foregoing, if the Employer has elected to apply the Safe Harbor CODA
provisions of Plan Section 3.03, Eligible Employee means an Employee eligible to
make Elective Deferrals under the Plan for any part of the Plan Year or who
would be eligible to make Elective Deferrals but for a suspension due to a
hardship distribution described in Plan Section 5.0l(C)(2) or to statutory
limitations, such as Code Sections 402(g) and 415.

ELIGIBLE EMPLOYER FOR SIMPLE 401(K) PLAN

Means, with respect to any SIMPLE 401(k) Year, an Employer that had no more
than 100 Employees who received at least $5,000 of Compensation, or such lesser
amount indicated in the Adoption Agreement, from the Employer for the preceding
SIMPLE 401(k) Year and is therefore eligible to establish a SIMPLE 401(k) Plan.
In applying the preceding sentence, all Employees of controlled groups of
corporations under Code Section 414(b), all Employees of trades or businesses
(whether incorporated or not) under common control under Code Section

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<PAGE>

414(c), all Employees of affiliated service groups under Code Section 414(m),
and Leased Employees required to be treated as the Employer's Employees under
Code Section 414(n), are taken into account.

An Eligible Employer that adopts a SIMPLE 401(k) and that fails to be an
Eligible Employer for any subsequent SIMPLE 401(k) Year, is treated as an
Eligible Employer for the two SIMPLE 401(k) Years following the last SIMPLE 40
1(k) Year the Employer was an Eligible Employer. If the failure is due to any
acquisition, disposition, or similar transaction involving an Eligible Employer,
the preceding sentence applies only if the provisions of Code Section 41
0(b)(6)(C)(i) are satisfied.

ELIGIBLE PARTICIPANT

Means any Employee who is eligible to make a Nondeductible Employee Contribution
or an Elective Deferral (if the Employer takes such contributions into account
in the calculation of the Contribution Percentages), or to receive a Matching
Contribution (including Forfeitures) or a Qualified Matching Contribution.

If a Nondeductible Employee Contribution is required as a condition of
participation in the Plan, any Employee who would be a Participant in the Plan
if such Employee made such a contribution shall be treated as an Eligible
Participant on behalf of whom no Nondeductible Employee Contributions are made.

ELIGIBLE RETIREMENT PLAN

Means, for purposes of the Direct Rollover provisions of the Plan, an individual
retirement account described in Code Sections 408(a) or 408A, an individual
retirement annuity described in Code Section 408(b), an annuity plan described
in Code Section 403(a), an annuity contract described in Code Section 403(b), an
eligible plan under Code Section 457(b) which is maintained by a state,
political subdivision of a state, or an agency or instrumentality of a state or
political subdivision of a state (and which agrees to separately account for
amounts transferred into such plan from this Plan), or a qualified trust
described in Code Section 401(a) that accepts the Recipient's Eligible Rollover
Distribution. The definition of Eligible Retirement Plan shall also apply in the
case of a distribution to a surviving Spouse, or to a Spouse or former Spouse
who is the Alternate Payee under a Qualified Domestic Relations Order, as
defined in Code Section 414(p).

If any portion of an Eligible Rollover Distribution is attributable to payments
or distributions from a designated Roth account, an Eligible Retirement Plan
with respect to such portion shall include only another designated Roth account
of the individual from whose account the payments or distributions were made, or
a Roth IRA of such individual.

ELIGIBLE ROLLOVER DISTRIBUTION

Means any distribution of all or any portion of the balance to the credit of the
Recipient, except that an Eligible Rollover Distribution does not include

a.   any distribution that is one of a series of substantially equal periodic
     payments (paid at least annually) made for the life (or Life Expectancy) of
     the Recipient or the joint lives (or joint life expectancies) of the
     Recipient and the Recipient's Designated Beneficiary, or for a specified
     period of ten years or more;

b.   any distribution to the extent such distribution is required under Code
     Section 401(a)(9);

c.   the portion of any other distribution that is not includible in gross
     income (determined without regard to the exclusion for net unrealized
     appreciation with respect to employer securities);

d.   any hardship distribution described in Plan Section 5.0l(C)(2); and

e.   any other distribution(s) that is reasonably expected to total less than
     $200 during a year.

For distributions made after December 31, 2001, a portion of a distribution
shall not fail to be an Eligible Rollover Distribution merely because the
portion consists of after-tax employee contributions which are not includible in
gross income. However, such portion may be transferred only to an individual
retirement account or annuity described in Code Section 408(a) or (b), or to a
qualified defined contribution plan described in Code Section 401(a) or 403(a)
that agrees to separately account for amounts so transferred, including
separately accounting for the portion of such distribution which is includible
in gross income and the portion of such distribution which is not so includible.

EMPLOYEE

Means any person employed by an Employer maintaining the Plan or by any other
employer required to be aggregated with such Employer under Code Sections
414(b), (c), (m) or (o).

The term Employee shall also include any Leased Employee deemed to be an
Employee of any Employer described in the previous paragraph as provided in Code
Sections 414(n) or (o).

EMPLOYER

Means the Adopting Employer, and, unless otherwise provided in the Adoption
Agreement, all members of a controlled group of corporations (as defined in Code
Section 414(b) as modified by Code Section 415(h)), all commonly controlled
trades or businesses (as defined in Code Section 414(c) as modified by Code
Section 415(h)) or affiliated service groups (as defined in Code Section 414(m))
of which the Adopting Employer is apart, and any other entity required to be
aggregated with the Employer pursuant to Treasury regulations under Code Section
414(o). A partnership is considered to be the Employer of each of the partners
and a sole proprietorship is considered to be the Employer of a sole proprietor.

EMPLOYER CONTRIBUTION

Means the amount contributed by the Employer each year as determined under this
Plan. The term Employer Contribution shall include Elective Deferrals made to
the Plan unless such contributions are intended to be excluded for purposes of
either the Plan or any act under the Code, ERISA, or any additional rules,
regulations, or other pronouncements promulgated by either the IRS or DOL.

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EMPLOYER MONEY PURCHASE PENSION CONTRIBUTION

Means an Employer Contribution made pursuant to the section of the Money
Purchase Pension Plan Adoption Agreement titled "Employer Money Purchase Pension
Contributions." The Employer must make Employer Money Purchase Pension
Contributions without regard to current or accumulated earnings or profits.

EMPLOYER TARGET BENEFIT PENSION CONTRIBUTION

Means an Employer Contribution made pursuant to the section of the Target
Benefit Pension Plan Adoption Agreement titled "Employer Target Benefit Pension
Contributions." The Employer must make Employer Target Benefit Pension
Contributions without regard to current or accumulated earnings or profits.

EMPLOYER PROFIT SHARING CONTRIBUTION

Means an Employer Contribution made pursuant to the section of the Adoption
Agreement titled "Employer Profit Sharing Contributions." The Employer may make
Employer Profit Sharing Contributions without regard to current or accumulated
earnings or profits, unless otherwise indicated in the Adoption Agreement.

EMPLOYMENT COMMENCEMENT DATE

Means, with respect to an Employee, the date such Employee first performs an
Hour of Service for the Employer.

ENHANCED MATCHING CONTRIBUTIONS

Means Matching Contributions described in Code Section 401(k)(12)(B)(iii) and
made pursuant to the Safe Harbor CODA formula elected by the Employer in the
Adoption Agreement.

ENTRY DATES

Means the first day of the Plan Year and the first day of the seventh month of
the Plan Year, unless the Adopting Employer has specified different dates in the
Adoption Agreement.

ERISA

Means the Employee Retirement Income Security Act of 1974 as amended from time
to time.

EXCESS AGGREGATE CONTRIBUTIONS

Means, with respect to any Plan Year, the excess of

a.   the aggregate Contribution Percentage Amounts taken into account in
     computing the numerator of the Contribution Percentage actually made on
     behalf of Highly Compensated Employees for such Plan Year, over

b.   the maximum Contribution Percentage Amounts permitted by the ACP test
     (determined by hypothetically reducing contributions made on behalf of
     Highly Compensated Employees in order of their Contribution Percentages
     beginning with the highest of such percentages).

Such determination shall be made after first determining Excess Elective
Deferrals pursuant to the definition provided herein and then determining Excess
Contributions pursuant to the definition provided herein.

EXCESS ANNUAL ADDITIONS

Means the excess of the Participant's Annual Additions for the Limitation Year
over the Maximum Permissible Amount.

EXCESS CONTRIBUTIONS

Means, with respect to any Plan Year, the excess of

a.   the aggregate amount of Employer Contributions actually taken into account
     in computing the ADP of Highly Compensated Employees for such Plan Year,
     over

b.   the maximum amount of such contributions permitted by the ADP test
     (determined by hypothetically reducing contributions made on behalf of
     Highly Compensated Employees in order of the ADPs, beginning with the
     highest of such percentages).

EXCESS ELECTIVE DEFERRALS

Means those Elective Deferrals that either (1) are made during the Participant's
taxable year and exceed the dollar limitation under Code Section 402(g)
(increased, if applicable, by the dollar limitation on Catch-up Contributions
defined in Code Section 414(v)) for such year; or (2) are made during a
calendar year and exceed the dollar limitation under Code Section 402(g)
(increased, if applicable, by the dollar limitation on Catch-up Contributions
defined in Code Section 414(v)) for the Participant's taxable year beginning in
such calendar year, counting only Elective Deferrals made under this Plan and
any other plan, contract or arrangement maintained by the Employer. Excess
Elective Deferrals shall be treated as Annual Additions under the Plan, unless
such amounts are distributed no later than the first April 15 following the
close of the Participant's taxable year.

FIDUCIARY

Means a person who exercises any discretionary authority or control with respect
to management of the Plan, renders investment advice as defined in ERISA Section
3(21) or has any discretionary authority or responsibility regarding the
administration of the Plan. The Employer and such other individuals either
appointed by the Employer or deemed to be fiduciaries as a result of their
actions shall serve as Fiduciaries under this Plan and fulfill the fiduciary
responsibilities described in Part 4, Title I of ERISA.

FORFEITURE

Means that portion of a Participant's Individual Account derived from Employer
Contributions that the Participant is not entitled to receive (i.e., the
nonvested portion).

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<PAGE>

FUND

Means the Plan assets received and held by the Trustee for which it serves as
Trustee (or Custodian, if applicable) for the Participants' exclusive benefit.

HIGHEST AVERAGE COMPENSATION

Means the average compensation for the three consecutive years of service with
the Employer that produces the highest average.

HIGHLY COMPENSATED EMPLOYEE

Means any Employee who 1) was a five-percent owner at any time during the year
or the preceding year, or 2) for the preceding year had Compensation from the
Employer in excess of $80,000 and, if elected by the Adopting Employer in the
Adoption Agreement, was in the top-paid group for the preceding year. The
$80,000 amount is adjusted at the same time and in the same manner as under Code
Section 415(d), except that the base period is the calendar quarter ending
September 30, 1996.

For this purpose the applicable year of the Plan for which a determination is
being made is called a determination year and the preceding 12- month period is
called a look-back year unless the Adopting Employer has made a calendar year
data election in the Adoption Agreement. If a calendar year data election is
made, the look-back year shall be the calendar year ending within the Plan Year
for purposes of determining who is a Highly Compensated Employee (other than as
a five-percent owner).

A highly compensated former employee is based on the rules applicable to
determining Highly Compensated Employee status as in effect for that
determination year, in accordance with Treasury Regulation 1 .414(q)-1T, A-4,
Notice 97-45 and any subsequent guidance issued by the IRS.

The determination of who is a Highly Compensated Employee, including, but not
limited to, the determinations of the number and identity of Employees in the
top-paid group and the Compensation that is considered, will be made in
accordance with Code Section 414(q) and the regulations thereunder.

HOURS OF SERVICE - Means

A.   GENERAL RULES FOR CREDITING HOURS OF SERVICE

     1.   Each hour for which an Employee is paid, or entitled to payment, for
          the performance of duties for the Employer. These hours will be
          credited to the Employee for the computation period in which the
          duties are performed; and

     2.   Each hour for which an Employee is paid, or entitled to payment, by
          the Employer on account of a period of time during which no duties are
          performed (irrespective of whether the employment relationship has
          terminated) due to vacation, holiday, illness, incapacity (including
          Disability), layoff jury duty, military duty or leave of absence. No
          more than 501 Hours of Service will be credited under this paragraph
          for any single continuous period (whether or not such period occurs in
          a single computation period). Hours under this paragraph shall be
          calculated and credited pursuant to Labor Regulation Section 253
          0.200b-2 which is incorporated herein by this reference.

     3.   Each hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Employer. The same Hours of
          Service will not be credited both under paragraph (1) or paragraph
          (2), as the case may be, and under this paragraph (3). These hours
          will be credited to the Employee for the computation period or periods
          to which the award or agreement pertains rather than the computation
          period in which the award, agreement, or payment is made.

     4.   Solely for purposes of determining whether a Break in Eligibility
          Service or a Break in Vesting Service has occurred in a computation
          period (the computation period for purposes of determining whether a
          Break in Vesting Service has occurred is the Plan Year or other
          vesting computation period described in the definition of a Year of
          Vesting Service), an individual who is absent from work for maternity
          or paternity reasons shall receive credit for the Hours of Service
          which would otherwise have been credited to such individual but for
          such absence, or in any case in which such hours cannot be determined,
          eight Hours of Service per day of such absence. For purposes of this
          paragraph, an absence from work for maternity or paternity reasons
          means an absence 1) by reason of the pregnancy of the individual, 2)
          by reason of a birth of a child of the individual, 3) by reason of the
          placement of a child with the individual in connection with the
          adoption of such child by such individual, or 4) for purposes of
          caring for such child for a period beginning immediately following
          such birth or placement. The Hours of Service credited under this
          paragraph shall be credited 1) in the Eligibility Computation Period
          or Plan Year or other vesting computation period described in the
          definition of a Year of Service in which the absence begins if the
          crediting is necessary to prevent a Break in Eligibility Service or a
          Break in Vesting Service in the applicable period, or 2) in all other
          cases, in the following Eligibility Computation Period or Plan Year or
          other vesting computation period described in the definition of a Year
          of Service.

     5.   Hours of Service will be credited for employment with other members of
          an affiliated service group (under Code Section 414(m)), a controlled
          group of corporations (under Code Section 414(b)), or a group of
          trades or businesses under common control (under Code Section 414(c))
          of which the Adopting Employer is a member, and any other entity
          required to be aggregated with the Employer pursuant to Code Section 4
          14(o) and the regulations thereunder.

          Hours of Service will also be credited for any individual considered
          an Employee for purposes of this Plan under Code Sections 414(n) or
          414(o) and the regulations thereunder.

     6.   Where the Employer maintains the plan of a predecessor employer,
          service for such predecessor employer shall be treated as service for
          the Employer. If the Employer does not maintain the plan of a
          predecessor employer, service for such predecessor employer will not
          be treated as service for the Employer unless specifically elected in
          the Adoption Agreement.

     7.   The above method for determining Hours of Service may be altered as
          specified in the Adoption Agreement.

     8.   Hours of Service shall apply unless the Adopting Employer has
          indicated in the Adoption Agreement that a method other than Hours of
          Service will be used for determining service.

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B. CHANGES IN METHODS OF CREDITING SERVICE

     The Plan may be amended to change the method of crediting service between
     the general rules discussed in paragraph (A) and the Elapsed Time method
     discussed in the Elapsed Time definition provided each Employee with
     respect to whom the method of crediting service is changed is afforded the
     protection described in Treasury Regulation 1.410(a)-7(g) and other
     applicable rules promulgated by the IRS.

INDIRECT ROLLOVER

Means a rollover contribution received by this Plan from an Employee that
previously received a distribution from another plan rather than having such
amount directly rolled over to this Plan from the distributing plan.

INDIVIDUAL ACCOUNT

Means the account established and maintained under this Plan for each
Participant in accordance with Plan Section 7.02(A).

INVESTMENT FIDUCIARY

Means the Employer, a Trustee with full trust powers, any Individual Trustee(s),
or any investment manager, as applicable, that under the terms of the Plan is
vested with the responsibility and authority to select investment options for
the Plan and to direct the investment of the assets of the Fund. In no event
shall a Custodian or a Directed Trustee be an Investment Fiduciary for any
purpose whatsoever.

INVESTMENT FUND

Means a subdivision of the Fund established pursuant to Plan Section 7.01(B).

KEY EMPLOYEE

Means, for Plan Years beginning after December 31, 2001, any Employee or former
Employee (including any deceased Employee) who at any time during the Plan Year
that includes the Determination Date is an officer of the Employer and whose
annual compensation is greater than $130,000 (as adjusted under Code Section
416(i)(1) for Plan Years beginning after December 31, 2002), a five percent
owner of the Employer, or a one-percent owner of the Employer who has annual
compensation of more than $150,000. For Plan Years beginning on or after January
1, 2001, except as otherwise provided in the Adoption Agreement, Compensation
shall also include elective amounts that are not includible in the gross income
of the Employee by reason of Code Section 132(f)(4).

In determining whether a plan is top-heavy for Plan Years beginning before
January 1, 2002, Key Employee means any Employee or former Employee (including
any deceased Employee) who at any time during the five-year period ending on the
Determination Date, is an officer of the Employer having annual compensation
that exceeds 50 percent of the dollar limitation under Code Section
415(b)(1)(A), an owner (or considered an owner under Code Section 318) of one
of the ten largest interests in the Employer if such Participant's compensation
exceeds 100 percent of the dollar limitation under Code Section 415(c)(1)(A), a
five-percent owner of the Employer, or a one-percent owner of the Employer who
has annual compensation of more than $150,000. Annual compensation means
compensation as defined in Code Section 415(c)(3), but including amounts
contributed by the Employer pursuant to a salary reduction agreement which are
excludable from the Employee's gross income in Code Sections 125, 402(e)(3),
402(h)(1)(B) 403(b). The determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years.

The determination of who is a Key Employee will be made in accordance with Code
Section 416(i)(1) and the Treasury Regulations thereunder.

LEASED EMPLOYEE

Means, any person (other than an Employee of the recipient Employer) who,
pursuant to an agreement between the recipient Employer and any other person
("leasing organization"), has performed services for the recipient Employer (or
for the recipient Employer and related persons determined in accordance with
Code Section 414(n)(6)) on a substantially full time basis for a period of at
least one year, and such services are performed under primary direction or
control by the recipient Employer. Contributions or benefits provided to a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient Employer shall be treated as provided by the
recipient Employer.

A Leased Employee shall not be considered an Employee of the recipient if: (1)
such Leased Employee is covered by a money purchase pension plan providing a) a
nonintegrated employer contribution rate of at least 10 percent of compensation,
as defined in Code Section 415(c)(3), but including amounts contributed pursuant
to a salary reduction agreement, which are excludable from the Leased Employee's
gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b), b)
immediate participation, and c) full and immediate vesting; and (2) Leased
Employees do not constitute more than 20 percent of the recipient's non-Highly
compensated work force.

LIFE EXPECTANCY

Means life expectancy as computed by using the Single Life Table in Treasury
Regulation 1.401(a)(9)-9, Q&A- 1.

LIMITATION YEAR

Means the Plan Year, unless the Adopting Employer has selected another
12-consecutive month period in the Adoption Agreement. All qualified plans
maintained by the Employer must use the same Limitation Year. If the Limitation
Year is amended to a different 12-consecutive month period, the new Limitation
Year must begin on a date within the Limitation Year in which the amendment is
made.

MASTER OR PROTOTYPE PLAN

Means a plan, the form of which is the subject of a favorable opinion letter
from the IRS.

MATCHING CONTRIBUTION

Means an Employer Contribution made to this or any other defined contribution
plan on behalf of a Participant on account of an Elective Deferral or a
Nondeductible Employee Contribution made by such Participant under a plan
maintained by the Employer.

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MAXIMUM PERMISSIBLE AMOUNT

Means the maximum Annual Addition that may be contributed or allocated to a
Participant's Individual Account under the Plan for any Limitation Year.

For Limitation Years beginning before January 1, 2002, the Maximum Permissible
Amount shall not exceed the lesser of

a.   the Defined Contribution Dollar Limitation, or

b.   25 percent of the Participant's Compensation for the Limitation Year,

For Limitation Years beginning on or after January 1, 2002, except for Catch-up
Contributions, the Maximum Permissible Amount shall not exceed the lesser of

a.   $40,000, as adjusted for increases in the cost-of-living under Code
     Section 415(d), or

b.   100 percent of the Participant's Compensation (within the meaning of Code
     Section 415(c)(3)) for the Limitation Year.

The compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Code Section 401(h) or Section 419A(f)(2)) which is otherwise treated
as an Annual Addition.

If a short Limitation Year is created because of an amendment changing the
Limitation Year to a different 12-consecutive month period, the Maximum
Permissible Amount will not exceed the Defined Contribution Dollar Limitation
multiplied by the following fraction:

                 Number of months in the short Limitation Year
                                       12

MONTH OF ELIGIBILITY SERVICE

Means the calendar month during which the Employee completes the number of Hours
of Service designated in the Adoption Agreement. If the Adoption Agreement
indicates a specific number of Months of Eligibility Service and no Hours of
Service requirement is selected, the Employee will be deemed to be required to
complete 831/3 Hours of Service if actual hours are used to determine
eligibility. If an Hours of Service requirement is designated per month, that
number when multiplied by the number of Months of Eligibility Service indicated
in the Adoption Agreement cannot exceed 1000. Employees not meeting the hours
requirement within the initial number of months indicated in the Adoption
Agreement will satisfy the Month of Eligibility Service requirement when they
complete 1,000 Hours of Service within the Eligibility Computation Period.

NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS

Means any contribution, other than Roth Elective Deferrals, made to the Plan by
or on behalf of a Participant that is included in the Participant's gross income
in the year in which made and that is maintained under a separate account to
which earnings and losses are allocated.

NORMAL RETIREMENT AGE

Means the age specified in the Adoption Agreement. If the Employer enforces a
mandatory retirement age, the Normal Retirement Age is the lesser of that
mandatory age or the age specified in the Adoption Agreement. If no age is
specified in the Adoption Agreement, the Normal Retirement Age shall be age
591/2.

OWNER-EMPLOYEE

Means an individual who is a sole proprietor, or who is a partner owning more
than 10 percent of either the capital or the profits interest of the
partnership.

PARTICIPANT

Means any Employee or former Employee of the Employer who has met the Plan's age
and service requirements, has entered the Plan, and who is or may become
eligible to receive a benefit of any type from this Plan or whose Beneficiary
may be eligible to receive any such benefit.

PARTICIPANT'S BENEFIT

Means the Participant's Individual Account as of the last Valuation Date in the
calendar year immediately preceding the Distribution Calendar Year (valuation
calendar year) increased by the amount of any contributions made and allocated
or Forfeitures allocated to the Participant's Individual Account as of dates in
the valuation calendar year after the Valuation Date and decreased by
distributions made in the valuation calendar year after the Valuation Date. The
Participant's Benefit for the valuation calendar year includes any amounts
rolled over or transferred to the Plan either in the valuation calendar year or
in the Distribution Calendar Year if distributed or transferred in the valuation
calendar year.

PERMISSIVE AGGREGATION GROUP

Means the Required Aggregation Group of plans plus any other plan or plans of
the Employer which, when considered as a group with the Required Aggregation
Group, would continue to satisfy the requirements of Code Sections 401(a)(4)
and 410.

PLAN

Means the prototype defined contribution plan adopted by the Employer that is
intended to satisfy the requirements of Code Section 401 and ERISA Section 501.
The Plan consists of this Basic Plan Document plus the corresponding Adoption
Agreement as completed and signed by the Adopting Employer.

PLAN ADMINISTRATOR

The Adopting Employer shall be the Plan Administrator unless the managing body
of the Adopting Employer designates a person or persons other than the Adopting
Employer as the Plan Administrator and so notifies the Trustee (or Custodian,
if applicable). The Adopting Employer shall also be the Plan Administrator if
the person or persons so designated ceases to be the Plan Administrator. The
Adopting Employer may

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establish an administrative committee that will carry out the Plan
Administrator's duties. Members of the administrative committee may allocate the
Plan Administrator's duties among themselves. If the managing body of the
Adopting Employer designates a person or persons other than the Adopting
Employer as Plan Administrator, such person or persons shall serve at the
pleasure of the Adopting Employer and shall serve pursuant to such procedures as
such managing body may provide. Each such person shall be bonded as may be
required by law. The term Plan Administrator shall include any person authorized
to perform the duties of the Plan Administrator and properly identified to the
Trustee or Custodian as such. The Prototype Sponsor shall in no case be
designated as the Plan Administrator. The Plan Administrator shall be a named
Fiduciary of the Plan for purposes of ERISA Section 402(a).

PLAN SEQUENCE NUMBER

Means the three digit number the Adopting Employer assigned to the Plan in the
Adoption Agreement. The Plan Sequence Number identifies the number of qualified
retirement plans the Employer maintains or has maintained. The Plan Sequence
Number is 001 for the Employers first qualified retirement plan, 002 for the
second, etc.

PLAN YEAR

Means the 12-consecutive month period which coincides with the Adopting
Employer's tax year or such other 12-consecutive month period as is designated
in the Adoption Agreement. Notwithstanding the foregoing, a Plan Year may be a
period less than 12 months, as defined in the Adoption Agreement.

PRE-AGE 35 WAIWER

A Participant who will not yet attain age 35 as of the end of any current Plan
Year may make a special Qualified Election to waive the Qualified Preretirement
Survivor Annuity for the period beginning on the date of such election and
ending on the first day of the Plan Year in which the Participant will attain
age 35. Such election shall not be valid unless the Participant receives an
explanation of the Qualified Preretirement Survivor Annuity in such terms as are
comparable to the explanation required in Plan Section 5.10(D)(1). Qualified
Preretirement Survivor Annuity coverage will be automatically reinstated as of
the first day of the Plan Year in which the Participant attains age 35. Any new
waiver on or after such date shall be subject to the full requirements of Plan
Section 5.10.

PRE-TAX ELECTIVE DEFERRALS

Means Elective Deferrals that are not included in a Participant's gross income
at the time deferred. Elective Deferrals will be characterized as Pre-Tax
Elective Deferrals unless the Roth Elective Deferral option is selected in the
Adoption Agreement and, if the Plan permits Roth Elective Deferrals in addition
to Pre-Tax Elective Deferrals, the Qualifying Participant also designates the
deferral as a Roth Elective Deferral.

PRESENT VALUE

Unless otherwise indicated in the Adoption Agreement, for purposes of
establishing the Present Value of benefits under a defined benefit plan to
compute the top-heavy ratio, any benefit shall be discounted only for mortality
and interest based on the interest rate and mortality table specified for this
purpose in the defined benefit plan.

PRIOR PLAN

Means A plan that was replaced by adoption of this Plan document as indicated in
the Adoption Agreement.

PROJECTED ANNUAL BENEFIT

Means the annual retirement benefit (adjusted to an actuarially equivalent
Straight Life Annuity if such benefit is expressed in a form other than a
Straight Life Annuity or Qualified Joint and Survivor Annuity) to which the
Participant would be entitled under the terms of the Plan, assuming that

a.   the Participant will continue employment until Normal Retirement Age under
     the Plan (or current age, if later), and

b.   the Participant's Compensation for the current Limitation Year and all
     other relevant factors used to determine benefits under the Plan will
     remain constant for all future Limitation Years.

PROTOTYPE SPONSOR

Means the entity specified in the Adoption Agreement that makes this prototype
Plan available to employers for adoption.

QUALIFIED DOMESTIC RELATIONS ORDER

A.   IN GENERAL

     Means A Domestic Relations Order

     1.   that creates or recognizes the existence of an Alternate Payee's
          rights to, or assigns to an Alternate Payee the right to, receive all
          or a portion of the benefits payable with respect to A Participant
          under the Plan, and

     2.   with respect to which the requirements described in the remainder of
          this section are met.

B.   SPECIFICATION OF FACTS

     A Domestic Relations Order shall be a Qualified Domestic Relations Order
     only if the order clearly specifies

     1.   the name and last known mailing address (if any) of the Participant
          and the name and mailing address of each Alternate Payee covered by
          the order,

     2.   the amount or percentage of the Participant's benefits to be paid by
          the Plan to each such Alternate Payee, or the manner in which such
          amount or percentage is to be determined,

     3.   the number of payments or period to which such order applies, and

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<PAGE>
     4.   each plan to which such order applies.

C.   ADDITIONAL REQUIREMENTS

     In addition to paragraph (B) above, a Domestic Relations Order shall be
     considered a Qualified Domestic Relations Order only if such order

     1.   does not require the Plan to provide any type or form of benefit, or
          any option not otherwise provided under the Plan,

     2.   does not require the Plan to provide increased benefits, and

     3.   does not require benefit to an Alternate Payee that are required to be
          paid to another Alternate Payee under another order previously
          determined to be a Qualified Domestic Relations Order.

D.   EXCEPTION FOR CERTAIN PAYMENTS

     A Domestic Relations Order shall not be treated as failing to meet the
     requirements above solely because such order requires that payment of
     benefits be made to an Alternate Payee

     1.   on or after the date on which the Participant attains (or would have
          attained) the earliest retirement age as defined in Code Section
          414(p)(4)(B),

     2.   as if the Participant had retired on the date on which such payment is
          to begin under such order, and

     3.   in any form in which such benefits may be paid under the Plan to the
          Participant (other than in a Qualified Joint and Survivor Annuity)
          with respect to the Alternate Payee and their subsequent spouse.

QUALIFIED ELECTION

Means a waiver of a Qualified Joint and Survivor Annuity or a Qualified
Preretirement Survivor Annuity. Any waiver of a Qualified Joint and Survivor
Annuity or a Qualified Preretirement Survivor Annuity shall not be effective
unless a) the Participant's Spouse consents to the election (either in writing
or in any other form permitted under rules promulgated by the IRS and DOL), b)
the election designates a specific Beneficiary, including any class of
beneficiaries or any contingent beneficiaries, which may not be changed without
spousal consent (or the Spouse expressly permits designations by the Participant
without any further spousal consent), c) the Spouse's consent acknowledges the
effect of the election, and d) the Spouse's consent is witnessed by a Plan
representative or notary public. Additionally, a Participant's waiver of the
Qualified Joint and Survivor Annuity shall not be effective unless the election
designates a form of benefit payment which may not be changed without spousal
consent (or the Spouse expressly permits designations by the Participant without
any further spousal consent). If it is established to the satisfaction of a Plan
representative that there is no Spouse or that the Spouse cannot be located, a
waiver by the Participant will be deemed a Qualified Election. In addition, if
the Spouse is legally incompetent to give consent, the Spouse's legal guardian,
even if the guardian is the Participant, may give consent. If the Participant is
legally separated or the Participant has been abandoned (within the meaning of
local law) and the Participant has a court order to such effect, spousal consent
is not required unless a Qualified Domestic Relations Order provides otherwise.

Any consent by a Spouse obtained under this provision (or establishment that the
consent of a Spouse may not be obtained) shall be effective only with respect to
such Spouse. A consent that permits designations by the Participant without any
requirement of further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific Beneficiary, and a specific form of
benefit where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a prior waiver may be made by a
Participant without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations shall not be limited. No
consent obtained under this provision shall be valid unless the Participant has
received notice as provided in Plan Section 5.10(D).

QUALIFIED JOINT AND SURVIVOR ANNUITY

Means an immediate annuity for the life of the Participant with a survivor
annuity for the life of the Spouse which is not less than 50 percent and not
more than 100 percent of the amount of the annuity which is payable during the
joint lives of the Participant and the Spouse and which is the amount of benefit
which can be purchased with the Participant's vested account balance. The
percentage of the survivor annuity under the Plan shall be 50 percent, unless a
different percentage is elected by the Adopting Employer in the Adoption
Agreement.

QUALIFIED MATCHING CONTRIBUTIONS

Means Matching Contributions that are nonforfeitable when made to the Plan and
that are distributable only in accordance with the distribution provisions
(other than for hardships) applicable to Elective Deferrals.

QUALIFIED NONELECTIVE CONTRIBUTIONS

Means Employer Contributions (other than Matching Contributions, Qualified
Matching Contributions, or Employer Profit Sharing Contributions) allocated to
Participants' Individual Accounts that the Participants may not elect to receive
in cash until distributed from the Plan; that are nonforfeitable when made to
the Plan; and that are distributable only in accordance with the distribution
provisions (other than hardships) that are applicable to Elective Deferrals.

QUALIFIED PRERETIREMENT SURVIROR ANNUITY

Means a survivor annuity for the life of the surviving Spouse of the Participant
if the payments are not less than the amounts which would be payable as a
survivor annuity under the Qualified Joint and Survivor Annuity under the Plan
in accordance with Code Section 417(c).

QUALIFYING CONTRIBUTING PARTICIPANT

Means a Contributing Participant who satisfies the requirements described in
Plan Section 3.02 to be entitled to receive a Matching Contribution (and
Forfeitures, if applicable) for a Plan Year.

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QUALIFYING EMPLOYER SECURITY(IES)

Means stock that is issued by the Employer and transferred to this Plan and that
is subject to the requirements of ERISA Section 407 and meets the requirements
of ERISA Section 407(d)(5),

QUALIFYING PARTICIPANT

A Participant is a Qualifying Participant and is entitled to share in the
Employer Contribution for any Plan Year if the Participant was a Participant on
at least one day during the Plan Year and satisfies any additional conditions
specified in the Adoption Agreement. If this Plan is a standardized plan, unless
the Employer specifies more favorable conditions in the Adoption Agreement, a
Participant will be a Qualifying Participant for a Plan Year if the Participant
either completes more than 500 Hours of Service (three consecutive calendar
months if the Elapsed Time method of determining service applies) during the
Plan Year or is employed on the last day of the Plan Year. The determination of
whether a Participant is entitled to share in the Employer Contribution shall be
made as of the last day of each Plan Year. If the Elapsed Time method of
determining service applies, each Employee will share in Employer Contributions
for the period beginning on the date the Employee commences participation under
the Plan and ending on the date on which such Employee severs employment with
the Employer or is no longer a member of an eligible class of Employees.

RECIPIENT

A Recipient includes an Employee or former Employee. In addition, the Employee's
or former Employee's surviving Spouse and the Employee's or former Employee's
Spouse or former Spouse who is the Alternate Payee under a Qualified Domestic
Relations Order, as defined in Code Section 414(p), are Recipients with regard
to the interest of the Spouse or former Spouse.

REQUIRED AGGREGATION GROUP

Means (a) each qualified plan of the Employer in which at least one Key Employee
participates or participated at any time during the Plan Year containing the
Determination Date or any of the four preceding Plan Years (regardless of
whether the Plan has terminated), and (b) any other qualified plan of the
Employer which enables a plan described in (a) to meet the requirements of Code
Section 401(a)(4) or 410.

REQUIRED BEGINNING DATE

Means April 1 of the calendar year following the calendar year in which the
Participant attains age 70 1/2 or retires, whichever is later, except that
benefit distributions to a five-percent owner must commence by the April 1 of
the calendar year following the calendar year in which the Participant attains
age 70 1/2. Notwithstanding the foregoing, the Required Beginning Date is one of
the following as selected by the Adopting Employer in the Adoption Agreement:

(a)  the Required Beginning Date of a Participant is April 1 of the calendar
     year following the calendar year in which the Participant attains age
     70 1/2;

(b)  the Required Beginning Date of a Participant is April 1 of the calendar
     year following the calendar year in which the Participant attains age 70
     1/2, except that benefit distributions to a Participant (other than a
     five-percent owner) with respect to benefits accrued after the later of the
     adoption or effective date of an amendment to the Plan that implements the
     changes to the Required Minimum Distribution rules of this Definition must
     commence by the later of the April 1 of the calendar year following the
     calendar year in which the Participant attains age 70 1/2 or retires; or

(c)  the Required Beginning Date of a Participant is April 1 of the calendar
     year following the later of the calendar year in which the Participant
     attains age 70 1/2 or the calendar year in which the Participant retires
     except that benefit distributions to a five-percent owner must commence by
     the April 1 of the calendar year following the calendar year in which the
     Participant attains age 70 1/2;

     (1)  any Participant (other than a five-percent owner) attaining age 70 1/2
          after 1995 may elect by the April 1 of the calendar year following the
          year in which the Participant attained age 70 1/2, (or by December 31,
          1997, in the case of a Participant attaining age 70 1/2 in 1996) to
          defer distributions until the calendar year following the calendar
          year in which the Participant retires. If no such election is made the
          Participant will begin receiving distributions by April 1 of the
          calendar year following the year in which the Participant attained age
          70 1/2 (or by December 31, 1997, in the case of a Participant
          attaining age 70 1/2 in 1996);

     (2)  any Participant (other than a five-percent owner) attaining age 70 1/2
          before 1997 may elect to stop distributions and recommence by April 1
          of the calendar year following the year in which the Participant
          retires. To satisfy the Joint and Survivor Annuity Requirements
          described in Section 5.10, the requirements in Notice 97-75, Q&A-8,
          must be satisfied for any Participant who elects to stop
          distributions. There is either (as elected by the Employer in the
          Adoption Agreement)

          a)   a new annuity starting date upon recommencement, or

          b)   no new annuity starting date upon recommencement.

          A Participant is treated as a five-percent owner for purposes of this
          section if such Participant is a five-percent owner as defined in Code
          Section 416 at any time during the Plan Year ending with or within the
          calendar year in which such owner attains age 70 1/2.

     Once distributions have begun to a five-percent owner under this section,
     they must continue to be distributed, even if the Participant ceases to be
     a five-percent owner in a subsequent year.

     ROTH ELECTIVE DEFERRALS

     Means Elective Deferrals that are includible in a Participant's gross
     income at the time deferred and have been irrevocably designated as Roth
     Elective Deferrals by the Participant in their deferral election.

     ROTH IRA

     Means an individual retirement account as defined in Code Section 408A.

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SAFE HARBOR CODA

Means a Plan that has elected to make contributions in accordance with Plan
Section 3.03.

SAFE HARBOR NONELECTIVE CONTRIBUTIONS

Means Employer Contributions made in an amount equal to at least three percent
of each Participant's Compensation on behalf of each Eligible Employee, unless
otherwise specified in the Adoption Agreement. Such contributions shall be made
without regard to whether a Participant makes an Elective Deferral or a
Nondeductible Employee Contribution.

SELF-EMPLOYED INDIVIDUAL

Means an individual who has Earned Income for the taxable year from the trade or
business for which the Plan is established, including an individual who would
have had Earned Income but for the fact that the trade or business had no net
profits for the taxable year.

SEPARATE FUND

Means a subdivision of the Fund held in the name of a particular Participant or
Beneficiary representing certain assets held for that Participant or
Beneficiary. The assets that comprise a Participant's Separate Fund are those
assets earmarked for the Participant and those assets subject to the
Participant's individual direction pursuant to Plan Section 7.22(B).

SEVERANCE FROM EMPLOYMENT

Means an Employee ceases to be an Employee of the Employer maintaining the Plan.
An Employee does not have a Severance from Employment if, in connection with a
change of employment, the employee's new employer maintains such plan with
respect to the employee.

SIMPLE 401(K) YEAR

Means the calendar year and is applicable only if the Employer has adopted a
SIMPLE 401(k) Plan.

SIMPLE IRA

Means an individual retirement account that satisfies the requirements of Code
Sections 408(p) and 408(a).

SPOUSE

Means the Spouse or surviving Spouse of the Participant, provided that a former
Spouse will be treated as the Spouse or surviving Spouse and a current Spouse
will not be treated as the Spouse or surviving Spouse to the extent provided
under a Qualified Domestic Relations Order.

STRAIGHT LIFE ANNUITY

Means an annuity payable in equal installments for the life of the Participant,
that terminates upon the Participant's death.

TAXABLE WAGE BASE

Means, with respect to any taxable year, the contribution and benefit base in
effect in Section 230 of the Social Security Act at the beginning of the Plan
Year.

TERMINATION OF EMPLOYMENT

Means that the employment status of an Employee ceases for any reason other than
death. An Employee who does not return to work for the Employer on or before the
expiration of an authorized leave of absence from such Employer shall be deemed
to have incurred a Termination of Employment when such leave ends.

TOP-HEAVY PLAN

Means a Plan determined to be a Top-Heavy Plan for any Plan Year pursuant to
Plan Section 7.19.

TRADITIONAL IRA

Means an individual retirement account as defined in Code section 408(a).

TRUSTEE

Means, if applicable, an individual, individuals, or corporation specified in
the Adoption Agreement as Trustee or any duly appointed successor as provided in
Plan Section 8.05, A corporate Trustee must be a bank, trust company, broker,
dealer or clearing agency as defined in Labor Regulation 2550.403(a)-l(b).

VALUATION DATE

Means the valuation date or dates as specified in the Adoption Agreement. If no
date is specified in the Adoption Agreement, the Valuation Date shall be the
last day of the Plan Year and each additional date designated by the Plan
Administrator which is selected in a uniform and nondiscriminatory manner when
the assets of the Fund are valued at their then fair market value.
Notwithstanding the foregoing, for purposes of calculating the top heavy ratio,
the Valuation Date shall be the last day of the initial Plan Year and the last
day of the preceding Plan Year for each subsequent Plan Year.

VESTED

Means nonforfeitable, that is, an unconditional and legally enforceable claim
against the Plan that is obtained by a Participant or the Participant's
Beneficiary to that part of an immediate or deferred benefit under the Plan that
arises from a Participant's Years of Vesting Service.

VESTED ACCOUNT BALANCE

Means the aggregate value of the Participant's Vested account balances derived
from Employer and Nondeductible Employee Contributions (including rollovers),
whether Vested before or upon death, including the proceeds of insurance
contracts, if any, on the Participant's life. This definition shall apply to a
Participant who is vested in amounts attributable to Employer Contributions,
Nondeductible Employee Contributions, or both at the time of death or
distribution.

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<PAGE>

YEAR OF ELIGIBILITY SERVICE

Means a 12-consecutive month period which coincides with an Eligibility
Computation Period during which an Employee completes at least 1,000 Hours of
Service (or such lesser number of Hours of Service specified in the Adoption
Agreement). An Employee does not complete a Year of Eligibility Service before
the end of the 12-consecutive month period regardless of when during such period
the Employee completes the required number of Hours of Service.

YEAR OF VESTING SERVICE

Means a Plan Year during which an Employee completes at least 1,000 Hours of
Service (or such lesser number of Hours of Service specified in the Adoption
Agreement for this purpose). Notwithstanding the preceding sentence, if the
Adopting Employer so indicates in the Adoption Agreement, vesting shall be
computed by reference to the 12-consecutive month period beginning with the
Employee's Employment Commencement Date and each successive 12-month period
commencing on the anniversaries thereof, or some other 12-consecutive month
period.

Years of Vesting Service shall not include any period of time excluded from
Years of Vesting Service in the Adoption Agreement. However, if an Employee
becomes ineligible to participate in the Plan because they are no longer a
member of an eligible class of Employees, but has not incurred a Break in
Vesting Service, such Employee shall continue to accumulate Years of Vesting
Service.

In the event the Plan Year is changed to a new 12-month period, Employees shall
receive credit for Years of Vesting Service, in accordance with the preceding
provisions of this definition, for each of the Plan Years (the old and new Plan
Years) that overlap as a result of such change.

                          SECTION ONE: EFFECTIVE DATES

Pursuant to the Definitions section of the Plan, the Effective Date means the
date the Plan becomes effective as indicated in the Adoption Agreement. However,
certain provisions of the Plan may have effective dates different from the Plan
Effective Date, if, for example, the Plan is amended subsequent to the Effective
Date.

                     SECTION TWO: ELIGIBILITY REQUIREMENTS

2.01  ELIGIBILITY TO PARTICIPATE

      Each Employee, except an Employee who belongs to a class of Employees
      excluded from participation as indicated in the Adoption Agreement, shall
      be eligible to participate in this Plan upon satisfying the age and Years
      of Eligibility Service requirements specified in the Adoption Agreement.
      If no age is specified in the Adoption Agreement, there will not be an age
      requirement. If no option for Years of Eligibility Service is selected, no
      Years of Eligibility Service will be required.

      Notwithstanding the preceding paragraph, if the Adoption Agreement does
      not permit Employers to restrict participation of certain classes of
      Employees, the following Employees will be excluded from participation in
      the Plan.

      A.    UNION EMPLOYEES - Employees included in a unit of Employees covered
            by a collective bargaining agreement between the Employer and
            Employee representatives, if retirement benefits were the subject of
            good faith bargaining and if two percent or less of the Employees
            who are covered pursuant to that agreement are professionals as
            defined in Treasury Regulation 1,410(b)-9. For this purpose, the
            term "Employee representatives" does not include any organization in
            which more than half of the members are Employees who are owners,
            officers, or executives of the Employer.

      B.    NON-RESIDENT ALIENS - Employees who are non-resident aliens (within
            the meaning of Code Section 7701(b)(1)(B)) who received no earned
            income (within the meaning of Code Section 911 (d)(2)) from the
            Employer which constitutes income from sources within the United
            States (within the meaning of Code Section 861(a)(3)).

      C.    ACQUIRED Employees - Employees who became Employees as the result
            of certain acquisitions or dispositions as described under Code
            Section 410(b)(6)(C). Such Employees will be excluded from
            participation during the transition period beginning on the date of
            the change in the members of the group and ending on the last day of
            the first Plan Year beginning after the date of the change. A
            transaction under Code Section 410(b)(6)(C) is an asset or stock
            acquisition, merger, or similar transaction involving a change in
            the employer of the employees of a trade or business.

      Notwithstanding the preceding, Employees who are not eligible to
      participate in the Plan because of their classification as "part-time,
      seasonal or temporary employees, or any other employment classification
      that is directly or indirectly based on the number of Hours of Service
      that an Employee is customarily scheduled to work, will become eligible to
      participate in the Plan as of the Entry Date coincident with or next
      following such Employee's satisfaction of 1,000 Hours of Service in an
      Eligibility Computation Period.

2.02  PLAN ENTRY

      A.    PLAN RESTATEMENT - If this Plan is an amendment or restatement of a
            Prior Plan, each Employee who was a Participant in the Prior Plan
            before the Effective Date shall continue to be a Participant in this
            Plan.

      B.    EFFECTIVE DATE - An Employee will become a Participant in the Plan
            as of the Effective Date if the Employee has met the eligibility
            requirements of Plan Section 2.01 as of such date, After the
            Effective Date, each Employee will become a Participant on the first
            Entry Date coinciding with or following the date the Employee
            satisfies the eligibility requirements of Plan Section 2.01, unless
            the Adopting Employer selects retroactive Entry Dates in the
            Adoption Agreement.

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      C.    NOTIFICATION - The Plan Administrator shall notify each Employee
            who becomes eligible to be a Participant under this Plan and shall
            furnish the Employee with the enrollment forms or other documents
            which are required of Participants. Such notification shall be in
            writing (or in any other form permitted under rules promulgated by
            the IRS or DOL). The eligible Employee shall execute such forms or
            documents and make available such information as may be required in
            the administration of the Plan.

2.03  TRANSFER TO OR FROM INELIGIBLE CLASS

      If an Employee who had been a Participant becomes ineligible to
      participate because they are no longer a member of an eligible class of
      Employees, but has not incurred a Break in Eligibility Service, such
      Employee shall participate immediately following the date of reemployment
      upon their return to an eligible class of Employees. If such Employee
      incurs a Break in Eligibility Service, their eligibility to participate
      shall be determined by Plan Section 2.04.

      An Employee who is not a member of the eligible class of Employees will
      become a Participant immediately upon becoming a member of the eligible
      class, provided such Employee has satisfied the age and Years of
      Eligibility Service requirements. If such Employee has not satisfied the
      age and Years of Eligibility Service requirements as of the date they
      become a member of the eligible class, such Employee shall become a
      Participant on the first Entry Date coinciding with or following the date
      they satisfy those requirements, unless otherwise indicated in the
      Adoption Agreement.

2.04  RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE

      A.  EMPLOYEE NOT A PARTICIPANT BEFORE BREAK - If an Employee incurs a
          Break in Eligibility Service before satisfying the Plan's eligibility
          requirements, such Employee's Years of Eligibility Service before such
          Break in Eligibility Service will not be taken into account.

      B.  EMPLOYEE A PARTICIPANT BEFORE BREAK - If a Participant incurs a Break
          in Eligibility Service, such Participant shall continue to participate
          in the Plan, or, if terminated, shall participate immediately
          following the date of reemployment, except as set forth in Plan
          Section 2.04(C).

2.05  DETERMINATIONS UNDER THIS SECTION

      The Plan Administrator shall determine the eligibility of each Employee to
      be a Participant. This determination shall be conclusive and binding upon
      all persons except as otherwise provided herein or by law.

2.06  TERMS OF EMPLOYMENT

      Nothing with respect to the establishment of the Plan and trust or any
      action taken with respect to the Plan, nor the fact that a common law
      Employee has become a Participant shall give to that Employee any right to
      employment or continued employment or to grant any other rights except as
      specifically set forth in this Plan document, ERISA, or other applicable
      law; nor shall the Plan or trust limit the right of the Employer to
      discharge an Employee or to otherwise deal with an Employee without regard
      to the effect such treatment may have upon the Employee's rights under the
      Plan.

                          SECTION THREE: CONTRIBUTIONS

3.01  ELECTIVE DEFERRALS

      Each Employee who satisfies the eligibility requirements specified in the
      Adoption Agreement for making Pre-Tax Elective Deferrals and/or Roth
      Elective Deferrals, if applicable, may begin making such Elective
      Deferrals to the Plan by enrolling as a Contributing Participant.

      A.    REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT - Each
            Employee who satisfies the eligibility requirements specified in the
            Adoption Agreement for Elective Deferrals may enroll as a
            Contributing Participant on the first Entry Date coinciding with or
            following the date the Employee satisfies the eligibility
            requirements, or if applicable, the first Entry Date following the
            date on which the Employee returns to the eligible class of
            Employees pursuant to Plan Section 2.03. A Participant who wishes to
            enroll as a Contributing Participant must deliver (either in writing
            or in any other form permitted by the IRS and the DOL) a salary
            reduction agreement (or agreement to make Nondeductible Employee
            Contributions) to the Plan Administrator except as set forth in Plan
            Section 3.01(E) below. Except for occasional, bona fide
            administrative considerations as set forth in the Treasury
            Regulations, contributions made pursuant to such election cannot
            precede the earlier of 1) the date on which services relating to the
            contribution are performed, and 2) the date on which the
            Compensation that is subject to the election would be payable to the
            Employee in the absence of an election to defer. Any limits on
            Elective Deferrals designated by the Employer in Adoption Agreement
            Section Three may be determined either periodically throughout the
            Plan Year (e.g., each payroll period) or at the end of the Plan Year
            so long as the determination is made in a uniform and
            nondiscriminatory manner.

            Notwithstanding the dates set forth in Plan Section 3.01(A) as of
            which a Participant may enroll as a Contributing Participant, the
            Plan Administrator shall have the authority to designate, in a
            nondiscriminatory manner, additional enrollment dates during the
            12-month period beginning on the Effective Date (or the date that
            Elective Deferrals may commence, if later) in order that an orderly
            first enrollment might be completed. In addition, if the Adopting
            Employer has indicated in the Adoption Agreement that Participants
            may make separate deferral elections with respect to bonuses,
            Participants shall be afforded a reasonable period of time before
            the issuance of such bonuses to elect to defer all or part of them
            into the Plan. Such an election to defer all or part of a bonus
            shall be independent of any other salary reduction agreement and
            shall not constitute a modification to any pre-existing salary
            reduction agreement. If a Plan permits both Pre-Tax and Roth
            Elective Deferrals and the Participant fails to designate whether
            their Elective Deferrals are Pre-Tax or Roth Elective Deferrals, the
            Participant will be deemed to have designated the Elective Deferral
            as Pre-Tax.

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<PAGE>

            Notwithstanding anything in this Plan to the contrary, if this Plan
            is subject to ERISA, the Employer shall deliver Elective Deferrals
            to the Trustee (or Custodian, if applicable) as soon as such
            contributions can reasonably be segregated from the general assets
            of the Employer. In no event, however, shall Elective Deferrals be
            deposited with the Trustee (or Custodian, if applicable) later than
            the 15th business day of the month following the month in which the
            Elective Deferrals would otherwise have been payable to a
            Participant in cash or by such other deadline determined under rules
            promulgated by the DOL. If this Plan is not subject to ERISA, the
            Employer shall deposit Elective Deferrals with the Trustee (or
            Custodian, if applicable) as of such time as is required by the IRS
            and DOL.

      B.    CEASING ELECTIVE DEFERRALS - Except as otherwise provided in the
            Adoption Agreement, a Participant may cease Elective Deferrals (or
            Nondeductible Employee Contributions) and thus withdraw as a
            Contributing Participant as of any such times established by the
            Plan Administrator in a uniform and nondiscriminatory manner by
            revoking the authorization to the Employer to make Elective
            Deferrals (or Nondeductible Employee Contributions) on their behalf.
            A Participant who desires to withdraw as a Contributing Participant
            shall give notice of withdrawal to the Plan Administrator at least
            30 days (or such shorter period as the Plan Administrator shall
            permit in a uniform and nondiscriminatory manner) before the
            effective date of withdrawal. A Participant shall cease to be a
            Contributing Participant upon their Termination of Employment, or on
            account of termination of the Plan. Notwithstanding anything in this
            Plan to the contrary, each Employee who has entered into a salary
            reduction agreement under a SIMPLE 401(k) Plan may terminate such
            agreement at any time during the year.

      C.    RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE
            DEFERRALS - Except as otherwise provided in the Adoption Agreement,
            a Participant who has withdrawn as a Contributing Participant in
            Plan Section 3.01(B) (or because the Participant has taken a
            hardship distribution pursuant to Plan Section 5.01(C)(2)(b)) may
            not again become a Contributing Participant until the first day of
            the Plan Year and the first day of the seventh month of the Plan
            Year following such withdrawal, unless the Plan Administrator, in a
            uniform and nondiscriminatory manner, permits withdrawing
            Participants to resume their status as Contributing Participants
            sooner (provided that Participants who take withdrawals pursuant to
            Plan Section 5.01(C)(2)(b) shall be subject to the conditions of
            that Section).

      D.    CHANGING ELECTIVE DEFERRAL AMOUNTS - A Contributing Participant or
            a Participant who has met the eligibility requirements in the
            Adoption Agreement but who is not currently making Elective
            Deferrals (or Nondeductible Employee Contributions), may modify
            their salary reduction agreement (or agreement to make Nondeductible
            Employee Contributions) to increase or decrease (within the limits
            placed on Elective Deferrals or Nondeductible Employee Contributions
            in the Adoption Agreement) the amount of their Compensation deferred
            into the Plan or change the type of their future Elective Deferrals
            (Roth or Pre-Tax), if applicable. Except as otherwise provided in
            the Adoption Agreement, such modification may be made as of such
            times established by the Plan Administrator in a uniform and
            nondiscriminatory manner. A Contributing Participant who desires to
            make such a modification shall complete and deliver (either in
            writing or in any other form permitted by the IRS and the DOL) a new
            salary reduction agreement (or agreement to make Nondeductible
            Employee Contributions to the Plan Administrator). The Plan
            Administrator may prescribe such uniform and nondiscriminatory rules
            it deems appropriate to carry out the terms of this Plan Section
            3.01(D).

      E.    AUTOMATIC ELECTIVE DEFERRALS AND AUTOMATIC ELECTIVE DEFERRAL
            INCREASES

            1.    Automatic Elective Deferrals - Each Employee who satisfies
                  the eligibility requirements specified in the Adoption
                  Agreement for Elective Deferrals will be given a reasonable
                  opportunity to enroll as a Contributing Participant.
                  Notwithstanding the foregoing, if the Adopting Employer so
                  elected in the Adoption Agreement, eligible Employees who fail
                  to provide the Employer a salary reduction agreement
                  indicating either 1) their desire not to make Elective
                  Deferrals, or 2) the amount or percentage of Compensation to
                  be deferred, will automatically have the amount or percentage
                  of Compensation listed in the Adoption Agreement withheld from
                  their Compensation and contributed as an Elective Deferral.
                  Elective Deferrals for such Contributing Participants shall
                  continue at the rate specified in the Adoption Agreement until
                  1) the Contributing Participant provides the Employer a salary
                  reduction agreement (either in writing or in any other form
                  permitted under rules promulgated by the IRS and the DOL) to
                  the contrary, or unless 2) the Employer reduces or ceases
                  Elective Deferrals for such Participant pursuant to Plan
                  Section 3.13(B)(8), or 3) Elective Deferrals are increased in
                  accordance with Plan Section 3.01(E)(2). Contributions made
                  pursuant to this Plan Section 3.01(E) will be characterized
                  as Pre-Tax Elective Deferrals unless designated as Roth
                  Elective Deferrals in the Adoption Agreement and will not be
                  characterized as Nondeductible Employee Contributions.

                  An Employer who adopts automatic Elective Deferrals as
                  described in this Plan Section 3.01(E)(1) shall establish
                  uniform and nondiscriminatory procedures designed to ensure
                  that each eligible Employee is provided an effective
                  opportunity to make a salary deferral election. Such
                  procedures shall include, but are not limited to, the means by
                  which notice will be provided to each eligible Employee of
                  their right to complete a salary reduction agreement
                  specifying a different amount or percentage of Compensation
                  (including no Compensation) to be contributed to the Plan and
                  a reasonable period of time for completing such a salary
                  reduction agreement.

            2.    Automatic Elective Deferral Increases - If the Adopting
                  Employer so elects in the Adoption Agreement, the Elective
                  Deferral percentage or amount for Contributing Participants
                  will be adjusted automatically by the Employer in the
                  increments and time periods stated in the Adoption Agreement.
                  Automatic Elective Deferral increases will be initiated by the
                  Adopting Employer only for those Contributing Participants who
                  fail to provide the Employer a salary reduction agreement on
                  or before the date indicated in the Adoption Agreement and who
                  are automatically enrolled pursuant to this Plan Section
                  3.01(E)(l) unless otherwise elected on the Adoption Agreement.
                  In addition to the foregoing, the Plan Administrator, in a
                  uniform and nondiscriminatory manner, may establish
                  operational procedures to enable all Contributing
                  Participants, including those who were not automatically
                  enrolled as Contributing Participants pursuant to Plan Section
                  3.0l(E)(l), to elect to have their Elective Deferrals
                  automatically increased.

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<PAGE>

                  An Employer who adopts the automatic Elective Deferral
                  increase feature described in this Plan Section 3.01(E)(2)
                  shall establish uniform and nondiscriminatory procedures
                  designed to ensure that each Contributing Participant is
                  provided an effective opportunity to make and modify their
                  salary deferral election such that automatic Elective Deferral
                  increases will not apply to such Participant. Such procedures
                  shall include, but are not limited to, the means by which
                  notice will be provided to each Contributing Participant of
                  their right to complete a salary reduction agreement
                  discontinuing automatic Elective Deferral increases and a
                  reasonable period of time for completing such a salary
                  reduction agreement.

      F.    PRE-TAX VS. ROTH ELECTIVE DEFERRALS - If the Adopting Employer so
            elects in the Adoption Agreement, each Employee who enrolls as a
            Contributing Participant may specify whether their Elective
            Deferrals are to be characterized as Pre-Tax Elective Deferrals,
            Roth Elective Deferrals, or a specified combination, A Contributing
            Participant's election will remain in effect until superseded by
            another election. Elective Deferrals contributed to the Plan as one
            type, either Roth or Pre-Tax, may not later be reclassified as the
            other type. A Contributing Participant's Roth Elective Deferrals
            will be deposited in the Contributing Participant's Roth Elective
            Deferral subaccount in the Plan. No contributions other than Roth
            Elective Deferrals and properly attributable earnings will be
            credited to each Contributing Participant's Roth Elective Deferral
            account, and gains, losses, and other credits or charges will be
            allocated on a reasonable and consistent basis to such subaccount.

      G.    CATCH-UP CONTRIBUTIONS - Unless elected otherwise in the Adoption
            Agreement, all Employees who are eligible to make Elective Deferrals
            under this Plan and who are age 50 or older by the end of their
            taxable year will be eligible to make Catch-up Contributions.
            Catch-up Contributions are not subject to the limits on Annual
            Additions under Code Section 415, are not counted in the ADP test,
            and are not counted in determining the minimum allocation under Code
            Section 416 (but Catch-up Contributions made in prior years are
            counted in determining whether the Plan is top-heavy). Provisions in
            the Plan relating to Catch-up Contributions apply to Elective
            Deferrals made after 2001.

      H.    ELECTIVE DEFERRALS TO A SIMPLE 401(K) PLAN - Notwithstanding
            anything in this Plan to the contrary, if the Employer is an
            Eligible Employer for SIMPLE 401(k) Plans and has established a
            SIMPLE 401(k) Plan, each Eligible Employee may deliver (either in
            writing or in any other form permitted by the IRS and the DOL) a
            salary reduction election and have their Compensation reduced for
            the SIMPLE 40 1(k) Year in any amount selected by the Employee
            subject to the limitation described below. The Employer will make
            Elective Deferral contributions to this Plan in the amount by which
            the Employee's Compensation has been reduced.

            The total Elective Deferrals to a SIMPLE 401(k) for any Eligible
            Employee cannot exceed the limitation on Elective Deferrals in
            effect for the SIMPLE 401(k)Year. The limitation on Elective
            Deferrals to a SIMPLE 401(k) Plan is $6,000 for 2000, $6,500 for
            2001, $7,000 for 2002 and increased by $1,000 for each SIMPLE 401(k)
            Year thereafter up to $10,000 for 2005 and later years. After 2005,
            the $10,000 limit will be adjusted by the Secretary of the Treasury
            for cost-of-living increases under Code Section 408(p)(2)(E). Any
            such adjustments will be in multiples of $500. Beginning in 2002,
            the amount of an Eligible Employee's Elective Deferrals permitted
            for a SIMPLE 401(k) Year is increased for Employees age 50 or older
            by the end of the SIMPLE 401(k) Year by the amount of allowable
            Catch-up Contributions. The amount of allowable Catch-up
            Contributions is $500 for 2002, increasing by $500 for each year
            thereafter up to $2,500 for 2006. After 2006, the $2,500 limit will
            be adjusted by the Secretary of the Treasury for the cost-of-living
            increases under Code Section 414(v)(2)(C). Catch-up Contributions
            are otherwise treated the same as other Elective Deferrals.

            In addition to any other election periods provided under the Plan,
            each Eligible Employee in a SIMPLE 401(k) Plan may make or modify a
            salary reduction agreement during the 60-day period immediately
            preceding each January 1.

            For the SIMPLE 401(k) Year an Employee becomes eligible to make
            Elective Deferral contributions under a SIMPLE 401(k) Plan, the
            60-day election period requirement described above is deemed
            satisfied if the Employee may make or modify a salary reduction
            agreement during a 60-day period that includes either the date the
            Employee becomes eligible or the day before.

      I.    SIMPLE 401(K) NOTICE REQUIREMENTS - The Employer will notify each
            Eligible Employee before the 60-day election period described in
            Plan Section 3.01(H) that they can complete a salary reduction
            agreement or modify a prior salary reduction agreement during that
            period. The notification must indicate whether the Employer will
            provide the three-percent Matching Contribution or a two-percent
            nonelective contribution described in Plan Section 3.02.

3.02  MATCHING CONTRIBUTIONS

      The Employer may elect to make Matching Contributions under the Plan on
      behalf of Qualifying Contributing Participants as provided in the Adoption
      Agreement. To be a Qualifying Contributing Participant for a Plan Year,
      the Participant must make Elective Deferrals (or Nondeductible Employee
      Contributions, if the Employer has agreed to match such contributions) for
      the Plan Year, satisfy any age and Years of Eligibility Service and other
      requirements that are specified for Matching Contributions in the Adoption
      Agreement, and also satisfy any additional conditions set forth in the
      Adoption Agreement for this purpose. The Employer may make Matching
      Contributions at the same time as it contributes Elective Deferrals or at
      any other time as permitted by law and regulation. The proper Matching
      Contribution amount may be determined by the Employer at any time during a
      Plan Year, including, but not limited to, such time as Matching
      Contributions are delivered to the Trustee (or Custodian, if applicable)
      or at the end of the Plan Year so long as the amount of Matching
      Contributions is determined in a uniform and nondiscriminatory manner.

      For Plan Years beginning in 2006 (or such earlier date on which the final
      regulations under Treasury Regulation Section 1.401(k) and 1.401(m) became
      effective), Matching Contributions with respect to a non-Highly
      Compensated Employee taken into account under the Actual Contribution
      Percentage (ACP) test cannot exceed the greatest of 1) 5 percent of
      Compensation, 2) the amount of the Qualifying Contributing Participant's
      Elective Deferrals, and 3) the product of two times the plan's
      representative matching rate and the Qualifying Contributing Participant's
      Elective Deferrals for a year. The "representative matching rate," for
      this purpose, is the lowest matching rate for any eligible non-Highly
      Compensated Employee among a group of eligible non-Highly Compensated
      Employees that consists of one half of all non-Highly Compensated
      Employees for the Plan Year who make Elective Deferrals for the Plan Year
      (or if greater, the lowest matching rate for all eligible non-Highly
      Compensated Employees in the Plan who are employed by

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                                       19

<PAGE>
      the Employer on the last day of the Plan Year and who make Elective
      Deferrals for the Plan Year). The "matching rate" is generally the
      Matching Contribution made for a Qualifying Contributing Participant,
      divided by their Elective Deferrals for the year. If the matching rate is
      not the same for all levels of Elective Deferrals, the matching rate is
      determined assuming that a Qualifying Contributing Participant's Elective
      Deferrals are equal to six percent of Compensation.

      Notwithstanding the foregoing, if an Eligible Employer has established a
      SIMPLE 401(k) Plan, the Employer will contribute a Matching Contribution
      to the Plan on behalf of each Employee who makes an Elective Deferral
      contribution as set forthin Plan Section 3.01(H). The amount of the
      Matching Contribution will be equal to the Employee's Elective Deferral
      contribution up to a limit of three percent of the Employee's Compensation
      for the entire SIMPLE 401(k) Year. For any year, instead of a Matching
      Contribution to a SIMPLE 401(k) Plan, however, the Employer may elect to
      contribute a nonelective contribution of two percent of Compensation for
      the full SIMPLE 401(k) Year for each Eligible Employee who received at
      least $5,000 of Compensation (or such lesser amount as elected by the
      Employer in the Adoption Agreement) for the SIMPLE 401(k) Year.

3.03  SAFE HARBOR CODA
      If the Adopting Employer has elected the Safe Harbor CODA option in the
      Adoption Agreement, and if the provisions of this Plan Section 3.03 are
      followed for the Plan Year, then any provisions relating to the ADP Test
      described in Code Section 401(k)(3) or the ACP Test described in Code
      Section 401(m)(2) shall not apply. To the extent that any other provision
      of the Plan is inconsistent with the provisions of this Plan Section 3.03,
      the provisions of this Section shall apply.

     A.     ADP TEST SAFE HARBOR CONTRIBUTIONS - The Employer will make the ADP
            Test Safe Harbor Contributions, if any, indicated in the Adoption
            Agreement on behalf of each Eligible Employee unless such
            contributions are otherwise limited in the Adoption Agreement. If
            the Adopting Employer so provides in the Adoption Agreement, the ADP
            Test Safe Harbor Contributions will be made to the defined
            contribution plan indicated in the Adoption Agreement and not to
            this Plan. However, even though another plan is listed in the
            Adoption Agreement, such contributions will be made to this Plan
            unless 1) each Eligible Employee under this Plan is also eligible
            under the other plan, and 2) the other plan has the same Plan Year
            as this Plan. The Employer may make ADP Test Safe Harbor
            Contributions at the same time as it contributes Elective Deferrals
            or at any other time as permitted by law and regulation. The proper
            ADP Test Safe Harbor Contribution amount may be determined by the
            Employer at any time during a Plan Year, including, but not limited
            to, such time as ADP Test Safe Harbor Contributions are delivered to
            the Trustee (or Custodian, if applicable)) or at the end of the Plan
            Year so long as the amount of ADP Test Safe Harbor Contributions is
            determined in a uniform and nondiscriminatory manner.

            In addition, such contributions cannot be made with regard to
            permitted disparity rules under Code Section 401(1).

     B.     ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS - In addition to the ADP
            Test Safe Harbor Contributions described in the Definition Section
            of the Plan, the Employer will make the ACP Test Safe Harbor
            Matching Contributions, if any, indicated in the Adoption Agreement
            on behalf of each Eligible Employee for the Plan Year. The Employer
            may make ACP Test Safe Harbor Contributions at the same time as it
            contributes Elective Deferrals or at any other time as permitted by
            law and regulation. The proper ACP Test Safe Harbor Contribution
            amount may be determined by the Employer at any time during a Plan
            Year, including, but not limited to, such time as ACP Test Safe
            Harbor Contributions are delivered to the Trustee (or Custodian, if
            applicable) or at the end of the Plan Year so long as the amount of
            ACP Test Safe Harbor Contributions is determined in a uniform and
            nondiscriminatory manner.

      C.    NOTICE REQUIREMENT - At least 30 days, but not more than 90 days,
            or any other reasonable period before the beginning of the Plan Year
            (or such other times if permitted by the IRS), the Employer will
            provide each Eligible Employee a comprehensive notice of the
            Employee's rights and obligations under the Plan, written in a
            manner calculated to be understood by the average Eligible Employee.
            If an Employee becomes eligible after the 90th day before the
            beginning of the Plan Year and does not receive the notice for that
            reason, the notice must be provided no more than 90 days before the
            Employee becomes eligible but not later than the date the Employee
            becomes eligible. Notwithstanding the foregoing, the Employer may
            change this notice requirement pursuant to rules promulgated by the
            IRS.

            Notwithstanding the foregoing, the Employer will also satisfy the
            notice requirements of this Plan Section 3.03(C) if the Employer
            provides a contingent notice that would otherwise satisfy the
            requirements in the preceding paragraph except that in lieu of
            specifying the amount of the ADP Test Safe Harbor Contribution, the
            notice states that the Employer will determine during the Plan Year
            whether to make a Safe Harbor Nonelective Contribution. If a
            contingent notice is provided and the Employer decides to make a
            Safe Harbor Nonelective Contribution, the Employer must deliver a
            follow-up notice to each Eligible Employee no later than 30 days or
            any other reasonable period before the last day of the Plan Year
            notifying them of the Safe Harbor Nonelective Contribution and must
            execute all necessary Plan amendments. If an Employer fails to
            provide a follow-up notice, no Safe Harbor Nonelective Contribution
            will be required and the Plan will not qualify as a Safe Harbor CODA
            for that year. The Plan may qualify as a Safe Harbor CODA for
            subsequent years following proper notice and contributions.

      D.    ELECTION PERIODS - In addition to any other election periods
            provided under the Plan, each Eligible Employee may make or modify a
            deferral election during the 30-day period immediately following
            receipt of the notice described in Plan Section 3.03(C) above.
            Notwithstanding the foregoing, the Employer may change the election
            periods described above pursuant to rules promulgated by the IRS.

3.04  EMPLOYER CONTRIBUTIONS

      A.    OBLIGATION TO CONTRIBUTE-Except as otherwise indicated in the
            Adoption Agreement, the Employer may contribute an amount to be
            determined from year to year. If this Plan is a profit sharing plan,
            the Employer may, in its sole discretion, make contributions without
            regard to current or accumulated earnings or profits unless
            otherwise indicated in the Adoption Agreement.

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                       20

<PAGE>

      B.    ALLOCATION FORMULA AND THE RIGHT TO SHARE IN THE EMPLOYER
            CONTRIBUTION

            1.    General - Except as otherwise indicated in the Adoption
                  Agreement, Employer Profit Sharing Contributions shall be
                  allocated to all Qualifying Participants using a pro rata
                  allocation formula. Under the pro rata allocation formula,
                  Employer Profit Sharing Contributions shall be allocated to
                  the Individual Accounts of Qualifying Participants in the
                  ratio that each Qualifying Participant's Compensation for the
                  Plan Year bears to the total Compensation of all Qualifying
                  Participants for the Plan Year. The Employer Contribution for
                  any Plan Year will be deemed allocated to each Participant's
                  Individual Account as of the last day of that Plan Year.
                  Notwithstanding the foregoing, Employer Profit Sharing
                  Contributions, Employer Money Purchase Pension Contributions,
                  and Employer Target Benefit Pension Contributions shall be
                  allocated to the Plan on behalf of each Participant who has
                  incurred a Disability and who is a non-Highly Compensated
                  Employee if so specified in the Adoption Agreement.

                  Any Employer Contribution for a Plan Year must satisfy Code
                  Section 401(a)(4) and the Treasury Regulations thereunder for
                  such Plan Year.

            2.    Special Rules for Integrated Plans -

                  a.    EXCESS INTEGRATED ALLOCATION FORMULA - If the Adopting
                        Employer has selected the excess integrated allocation
                        formula in the Adoption Agreement, subject to the
                        overall permitted disparity limits, Employer Profit
                        Sharing Contributions shall be allocated as follows (the
                        Employer may start with Step 3 if this Plan is not
                        top-heavy).

                        Step 1. Employer Profit Sharing Contributions shall
                                first be allocated pro rata to Qualifying
                                Participants in the manner described in Plan
                                Section 3.04(B)(l). The percent so allocated
                                under Step 1 shall not exceed three percent of
                                each Qualifying Participant's Compensation.

                        Step 2. Any Employer Profit Sharing Contributions
                                remaining after the allocation in Step 1 shall
                                be allocated to each Qualifying Participant's
                                Individual Account in the ratio that each
                                Qualifying Participant's Compensation for the
                                Plan Year in excess of the integration level
                                bears to all Qualifying Participants'
                                Compensation in excess of the integration level,
                                but not in excess of three percent of each
                                Qualifying Participant's Compensation. For
                                purposes of this Step 2, in the case of any
                                Qualifying Participant who has exceeded the
                                cumulative permitted disparity limit described
                                below, such Qualifying Participant's total
                                compensation for the Plan Year will be taken
                                into account.

                        Step 3. Any Employer Profit Sharing Contributions
                                remaining after the allocation in Step 2 shall
                                be allocated to each Qualifying Participant's
                                Individual Account in the ratio that the sum of
                                each Qualifying Participant's total Compensation
                                and Compensation in excess of the integration
                                level bears to the sum of all Qualifying
                                Participants' total Compensation and
                                Compensation in excess of the integration level,
                                but not in excess of the applicable profit
                                sharing maximum disparity rate as described
                                below. For purposes of this Step 3, in the case
                                of any Qualifying Participant who has exceeded
                                the cumulative permitted disparity limit
                                described below, two times such Qualifying
                                Participant's total compensation for the Plan
                                Year will be taken into account.

                        Step 4. Any Employer Profit Sharing Contributions
                                remaining after the allocation in Step 3 shall
                                be allocated pro rata to Qualifying Participants
                                in the manner described in Plan Section 3.04(B)
                                (1).

                  b.    BASE INTEGRATED ALLOCATION FORMULA - If the Adopting
                        Employer has selected the base integrated allocation
                        formula in the Adoption Agreement, subject to the
                        overall permitted disparity limits, Employer Profit
                        Sharing Contributions shall be allocated as follows. The
                        Base Integrated Allocation Formula is not available for
                        years in which the Plan is top heavy.

                        Step 1. Employer Profit Sharing Contributions shall
                                 first be allocated to each Qualifying
                                 Participant's Individual Account in the ratio
                                 that the sum of each Qualifying Participant's
                                 total Compensation and Compensation in excess
                                 of the integration level bears to the sum of
                                 all Qualifying Participants' total Compensation
                                 and Compensation in excess of the integration
                                 level, but not in excess of the non-top heavy
                                 profit sharing maximum disparity rate as
                                 described below.

                        Step 2. Any Employer Profit Sharing Contributions
                                remaining after the allocation in Step 1 shall
                                be allocated pro rata to Qualifying Participants
                                in the manner described in Plan Section 3.04(B)
                                (1).

                  c.    MAXIMUM DISPARITY RATE - If the Adopting Employer has
                        selected the integrated contribution or allocation
                        formula in the Adoption Agreement, the integration level
                        shall be defined in the Adoption Agreement. If the
                        Adopting Employer has selected the integrated
                        contribution or allocation formula and no integration
                        level is selected in the Adoption Agreement, the Taxable
                        Wage Base will be the integration level. The maximum
                        disparity rate shall be determined in accordance with
                        the following table.

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                       21

<PAGE>

                                  MAXIMUM DISPARITY RATE

<TABLE>
<CAPTION>

                                                              Top-Heavy      Non-Top-Heavy
Integration Level                     Money Purchase       Profit Sharing   Profit Sharing
-----------------                     --------------       --------------   ---------------
<S>                                   <C>                  <C>             <C>
Taxable Wage Base (TWB)                    5.7%                 2.7%             5.7%

More than $0 but not more
than 20 percent of TWB                     5.7%                 2.7%             5.7%

More than 20 percent of TWB but
not more than 80 percent of TWB            4.3%                 1.3%             4.3%

More than 80 percent of TWB but
less than TWB                              5.4%                 2.4%             5.4%
</TABLE>

                  d.    Annual overall permitted disparity limit:
                        Notwithstanding the preceding paragraphs, for any Plan
                        Year this Plan benefits any Participant who benefits
                        under another qualified plan or simplified employee
                        pension, as defined in Code Section 408(k), maintained
                        by the Employer that provides for permitted disparity
                        (or imputes disparity), if this is a profit sharing
                        plan, Employer Profit Sharing Contributions and
                        forfeitures shall be allocated to the account of each
                        Qualifying Participant in the ratio that such Qualifying
                        Participant's total Compensation bears to the total
                        Compensation of all Qualifying Participants. If this
                        Plan is a money purchase pension plan, Employer Money
                        Purchase Pension Contributions shall be made to the
                        account of each Qualifying Participant in an amount
                        equal to the excess contribution percentage multiplied
                        by the Participant's total Compensation.

                  e.    Cumulative permitted disparity limit: Effective for
                        Plan Years beginning on or after January 1, 1995, the
                        cumulative permitted disparity limit for a Participant
                        is 35 total cumulative permitted disparity years. Total
                        cumulative permitted years means the number of years
                        credited to the Participant for allocation or accrual
                        purposes under this 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, all years ending in the same
                        calendar year are treated as the same year. If the
                        Participant has not benefited under a defined benefit or
                        target benefit plan for any year beginning on or after
                        January 1, 1994, the Participant has no cumulative
                        disparity limit.

                  Compensation shall mean compensation as defined in the
                  Definition section of the Plan, without regard to any
                  exclusions selected in Section Six of the Adoption Agreement.

            3.    Special Rules for Government Contract Plans - If the Employer
                  so elects in the Adoption Agreement, for each Hour of Service
                  of covered employment under a government contract, the
                  Employer shall contribute to the Plan such amounts for each
                  Qualifying Participant as determined by the hourly rate
                  designated for each Qualifying Participant's work
                  classification on the wage determination sheet, or part
                  thereof, as determined by the Employer pursuant to the terms
                  of the contracts to which the Employer is a party and which
                  are subject to the provisions of any federal, state, or
                  municipal prevailing wage law to which the Employer is a
                  party.

            4.    Minimum Coverage Test - This paragraph shall apply to any
                  nonstandardized Plan if, for any Plan Year, the Plan fails to
                  satisfy the ratio percentage test described in Code Section 41
                  0(b)(1) as of the last day of any such Plan Year. The ratio
                  percentage test is satisfied if, on the last day of the Plan
                  Year, taking into account all Employees, or former Employees
                  who were employed by the Employer on any day during the Plan
                  Year, either the Plan benefits at least 70 percent of
                  Employees who are not Highly Compensated Employees or the Plan
                  benefits a percentage of Employees who are not Highly
                  Compensated Employees which is at least 70 percent of the
                  percentage of Highly Compensated Employees benefiting under
                  the Plan. A Participant is treated as benefiting under the
                  Plan for any Plan Year during which the Participant received
                  or is deemed to receive an allocation in accordance with Code
                  Section 1.410(b)-3(a). If the Plan fails the ratio percentage
                  test, the Employer Contribution for the Plan Year will be
                  allocated to Participants in the first class of Participants
                  set forth below. If the Plan still fails, then the Employer
                  Contribution will also be allocated to Participants in the
                  next class and each succeeding class until the Plan satisfies
                  the minimum coverage requirements. A class shall be covered
                  only if necessary to satisfy those requirements. The classes,
                  in order of priority, are as follows.

                  a.    Participants who are still employed on the last day of
                        the Plan Year who have completed 90 percent of the
                        number of Hours of Service to otherwise be a Qualifying
                        Participant or Qualifying Contributing Participant, if
                        applicable;

                  b.    Participants who are still employed on the last day of
                        the Plan Year who have completed 80 percent of the
                        number of Hours of Service to otherwise be a Qualifying
                        Participant or Qualifying Contributing Participant, if
                        applicable;

                  c.    Participants who are still employed on the last day of
                        the Plan Year who have completed 70 percent of the
                        number of Hours of Service to otherwise be a Qualifying
                        Participant or Qualifying Contributing Participant, if
                        applicable;

                  d.    Participants who are still employed on the last day of
                        the Plan Year who have completed 60 percent of the
                        number of Hours of Service to otherwise be a Qualifying
                        Participant or Qualifying Contributing Participant, if
                        applicable;

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                       22
<PAGE>

                  e.    Participants who are still employed on the last day of
                        the Plan Year who have completed 50 percent of the
                        number of Hours of Service to otherwise be a Qualifying
                        Participant or Qualifying Contributing Participant, if
                        applicable;

                  f.    Any Participant still employed on the last day of the
                        Plan Year;

                  g.    Participants who are not employed on the last day of
                        the Plan Year because the Participant has died, incurred
                        a Disability, or attained Normal Retirement Age;

                  h.    Participants who are not employed on the last day of
                        the Plan Year who have completed at least 1,000 Hours of
                        Service during the Plan Year;

                  i.    Participants who are not employed on the last day of
                        the Plan Year who have completed at least 750 Hours of
                        Service for the Plan Year;

                  j.    Participants who are not employed on the last day of
                        the Plan Year who have completed at least 500 Hours of
                        Service for the Plan Year.

                  If the minimum coverage test is performed after any
                  Employer Contribution has been allocated and the Plan
                  fails the minimum coverage test, the Employer shall make
                  an additional contribution to the Plan on behalf of
                  those Participants that are entitled thereto pursuant to
                  items (a) through (j) above. The amount of the
                  contribution for such Participants shall be determined
                  pursuant to the Plan's allocation formula.

                  Notwithstanding the foregoing, an Employer may utilize
                  the average benefits test in lieu of the ratio
                  percentage test and the correction option described
                  above, to satisfy minimum coverage.

            5.    Special Rule for Owner-Employees - If this Plan provides
                  contributions or benefits for one or more Owner-Employees,
                  contributions on behalf of any Owner-Employee may be made only
                  with respect to the Earned Income of such Owner-Employee.

            6.    Inclusion of Ineligible Employees - If any Employee who is
                  not a Qualifying Participant is erroneously treated as a
                  Qualifying Participant during a Plan Year, then, except as
                  otherwise provided in Plan Section 3.04(F), the Employer will
                  not be eligible to receive any portion of the contribution
                  erroneously allocated to the Individual Account of the
                  ineligible Employee. The Employer must correct the inclusion
                  of ineligible employees using any method permitted under the
                  Employee Plans Compliance Resolution System (EPCRS) or allowed
                  by the IRS or DOL under regulations or other guidance. The
                  EPCRS is currently described in IRS Revenue Procedure 2006-27.

            7.    Exclusion of Eligible Participant - If the Plan is a profit
                  sharing plan, and if in any Plan Year, any Participant is
                  erroneously excluded and discovery of such exclusion is not
                  made until after the Employer Contribution has been made and
                  allocated, then the Employer must contribute for the excluded
                  Participant the amount, including earnings thereon, which the
                  Employer would have contributed for the Employee. The Employer
                  must correct the exclusion of eligible employees using any
                  method permitted under the Employee Plans Compliance
                  Resolution System (EPCRS) or allowed by the IRS or DOL under
                  regulations or other guidance. The EPCRS is currently
                  described in IRS Revenue Procedure 2006-27.

            8.    Cross-Tested Allocation Formula - If elected by the Adopting
                  Employer in the Adoption Agreement, the Employer will
                  determine the total amount of Employer Profit Sharing
                  Contributions for each Plan Year and either (1) allocate such
                  total amount to Participant groups (the "participant group
                  allocation method"), or (2) allocate such total amount using
                  age weighted allocation rates (the "age weighted allocation
                  method"). Employer Profit Sharing Contributions will be
                  allocated to each Qualifying Participant.

                  a.    Participant Group Allocation (New Comparability)
                        Method- If the Employer has elected the Participant
                        group allocation method in the Adoption Agreement,
                        either each Participant will constitute a "separate
                        allocation group" for purposes of allocating Employer
                        Profit Sharing Contributions or Participants will be
                        divided into groups specified on the Adoption Agreement.
                        Only a limited number of allocation rates (defined
                        below) is permitted, and the number of allocation rates
                        cannot be greater than the maximum allowable number of
                        allocation rates. The maximum allowable number of
                        allocation rates is equal to the sum of the allowable
                        number of allocation rates for eligible non-Highly
                        Compensated Employees and the allowable number of
                        allocation rates for eligible Highly Compensated
                        Employees. The allowable number of allocation rates for
                        eligible Highly Compensated Employees is equal to the
                        number of eligible Highly Compensated Employees, limited
                        to 25. The allowable number of non-Highly Compensated
                        Employee allocation rates depends on the number of
                        eligible non-Highly Compensated Employees, limited to
                        25.

                        The allocation will be made as follows: First, the total
                        amount of Employer Profit Sharing Contributions is
                        allocated among the deemed aggregated allocation groups
                        in portions determined by the Employer. A deemed
                        aggregated allocation group consists of all of the
                        separate allocation groups that have the same allocation
                        rate, Second, within each deemed aggregated allocation
                        group, the allocated portion is allocated to each
                        Qualifying Participant in the ratio that such Qualifying
                        Participant's Compensation bears to the total
                        Compensation of all Qualifying Participants in the
                        group. An allocation rate is the amount of Employer
                        Profit Sharing Contributions allocated to a Qualifying
                        Participant for a year, expressed as a percentage of
                        Compensation. The number of eligible non-Highly
                        Compensated Employees to which a particular allocation
                        rate applies must reflect a reasonable classification of
                        Employees, and no Employee can be assigned to more than
                        one deemed aggregated allocation group for a Plan Year.

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                       23
<PAGE>

                        For a Plan with only one or two eligible non-Highly
                        Compensated Employees, the allowable number of
                        non-Highly Compensated Employee allocation rates is one.

                        For a Plan with 3 to 8 eligible non-Highly Compensated
                        Employees, the allowable number of non-Highly
                        Compensated Employee allocation rates cannot exceed two.

                        For a Plan with 9 to 11 eligible non-Highly Compensated
                        Employees, the allowable number of non-Highly
                        Compensated Employee allocation rates cannot exceed
                        three.

                        For a Plan with 12 to 19 eligible non-Highly Compensated
                        Employees, the allowable number of non-Highly
                        Compensated Employee allocation rates cannot exceed
                        four.

                        For a Plan with 20 to 29 eligible non-Highly Compensated
                        Employees, the allowable number of non-Highly
                        Compensated Employee allocation rates cannot exceed
                        five.

                        For a Plan with 30 or more eligible non-Highly
                        Compensated Employees, the allowable number of
                        non-Highly Compensated Employee allocation rates cannot
                        exceed the number of eligible non-Highly Compensated
                        Employees divided by five (rounded down to the next
                        whole number if the result of dividing is not a whole
                        number), but shall not exceed 25.

                  b.    Age Weighted Allocation Method- If the age weighted
                        allocation method is elected in the Adoption Agreement.
                        the total Employer Profit Sharing Contribution will be
                        allocated to each Qualifying Participant such that the
                        equivalent benefit accrual rate for each Qualifying
                        Participant is identical. The equivalent benefit accrual
                        rate is the annual annuity commencing at the Qualifying
                        Participant's testing age, expressed as a percentage of
                        the Qualifying Participant's Compensation which is
                        provided from the allocation of Employer Profit Sharing
                        Contributions and forfeitures for the Plan Year, using
                        standardized actuarial assumptions that satisfy Treasury
                        Regulation 1.401(a)(4)-12. The Qualifying Participant's
                        testing age is the later of Normal Retirement Age, or
                        the Qualifying Participant's current age.

                        i.    If the age-weighted formula for allocations and
                              the safe harbor requirements of Section
                              1.401(a)(4)-2(b)(3) of the Income Tax Regulations
                              are selected in the Adoption Agreement, then, to
                              the extent necessary, the following steps shall be
                              taken:

                              (a)   Identify the Employees of the Employer who
                                    are not Highly Compensated Employees of such
                                    Employer who participate in the Plan and
                                    determine the average allocation rate for
                                    such group of Employees.

                              (b)   Identify the Employees of the Employer who
                                    are Highly Compensated Employees of such
                                    Employer who participate in the Plan and
                                    determine the average allocation rate for
                                    such group of Employees.

                              (c)   As of the date of allocation, determine
                                    that amount by which the average allocation
                                    rate for the group of Participants who are
                                    not Highly Compensated Employees is less
                                    than the average allocation rate of the
                                    group of the Participants who are Highly
                                    Compensated Employees.

                              (d)   Lower the aggregate allocation to all of
                                    the Highly Compensated Employees by the
                                    amount necessary to cause the average
                                    allocation rate of the Participants who are
                                    not Highly Compensated Employees (as
                                    determined after including the amount by
                                    which the Highly Compensated Employees'
                                    allocation is lowered and that is
                                    subsequently allocated to the Participants
                                    who are not Highly Compensated) to equal the
                                    average allocation rate of the Participants
                                    who are Highly Compensated Employees (as
                                    determined after the Highly Compensated
                                    Employees' allocation has been lowered).

                              (e)   Reallocate the aggregate amount of the
                                    contributions after the reduction in (d)
                                    above to the Participants who are Highly
                                    Compensated Employees using the allocation
                                    formula in the Adoption Agreement; provided
                                    that for purposes of this allocation,
                                    "Qualifying Participants" shall mean only
                                    those Participants who are Highly
                                    Compensated Employees and "Employer Profit
                                    Sharing Contributions" shall mean only those
                                    contributions allocated to Participants who
                                    are Highly Compensated Employees.

                              (f)   Reallocate the aggregate amount of the
                                    contributions after the increase in (d)
                                    above to the Participants who are not Highly
                                    Compensated Employees using the allocation
                                    formula in the Adoption Agreement; provided
                                    that for purposes of this allocation,
                                    "Qualifying Participants" shall mean only
                                    those Participants who are not Highly
                                    Compensated Employees and "Employer Profit
                                    Sharing Contributions" shall mean only those
                                    contributions allocated to Participants who
                                    are not Highly Compensated Employees.

                        ii.   If the age-weighted formula for allocations and
                              the general test requirements of Section
                              1,401(a)(4)-2(c) of the Income Tax Regulations are
                              selected in the Adoption Agreement, then, to the
                              extent necessary, the following steps shall be
                              taken for each rate group of the Employer which
                              fails to satisfy the rules of that Section:

                              (a)   Identify the Employees of the Employer who
                                    are not Highly Compensated Employees of such
                                    Employer who participate in the Plan and who
                                    are not part of the applicable rate group
                                    because their allocation rates are too low
                                    and arrange them in order of their
                                    allocation rates from the highest to the
                                    lowest.

                              (b)   Identify the Highly Compensated Employees
                                    who participate in the Plan and are in the
                                    rate group and arrange them in order of
                                    their allocation rates from the highest to
                                    the lowest.

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                       24
<PAGE>

                              (c)   As of the date of allocation, lower the
                                    allocation of the Highly Compensated
                                    Employee with the highest allocation rate
                                    determined in (b) above. The reduction shall
                                    equal the amount which when added to the
                                    Individual Account of the individual in (a)
                                    above who has the highest allocation rate
                                    will cause that rate to be increased to
                                    equal that of the Highly Compensated
                                    Employee with respect to whom the rate group
                                    is constructed. As of the date of
                                    allocation, that reduction shall be added to
                                    such individual's Individual Account.

                              (d)   Repeat (c) above with respect to the
                                    individual in (a) above who has the next
                                    highest equivalent accrual rate and continue
                                    that process with the other individuals
                                    described in (a) above in the order of their
                                    allocation rates from the highest to the
                                    lowest until such rules are satisfied for
                                    the rate group. If the allocation rate of a
                                    Highly Compensated Employee is lowered under
                                    (c) above or this clause (d) to the point
                                    where it is equal to that of one or more
                                    other Highly Compensated Employees in the
                                    rate group, then any further reductions in
                                    allocations shall be apportioned between the
                                    former and latter Highly Compensated
                                    Employees in a manner that causes their
                                    allocation rates to be reduced by the same
                                    amount.

            9.    Minimum Gateway Requirements for New Comparability Plans - If
                  a new comparability allocation formula is selected in the
                  Adoption Agreement, the benefit provided under the allocation
                  method of that formula must satisfy one of the following
                  gateway tests by making the appropriate selections in the
                  Adoption Agreement:

                  a.    The Plan must provide an allocation that uses broadly
                        available allocation rates. The Plan will have broadly
                        available allocation rates for the Plan Year if each
                        allocation rate under the Plan is currently available
                        during the Plan Year to a group of Employees that
                        satisfies the requirements under Code Section 410(b)
                        (without regard to the average benefit percentage test
                        of Treasury Regulation 1.410(b)-5) and as otherwise
                        specified in Treasury Regulation 1.401(a)(4)-(b)(l)
                        (iii).

                  b.    The Plan satisfies a minimum allocation gateway for a
                        plan that is not a combination of permissively
                        aggregated defined contribution and defined benefit
                        plans, or a plan in which the aggregated plan is not
                        considered primarily defined benefit in character, if it
                        otherwise satisfies Treasury Regulation 1,401(a)(4)-8(b)
                        (1)(vi). The Plan will satisfy such gateway if:

                        i.    each non-Highly Compensated Employee who is
                              eligible to participate has an allocation rate
                              that is at least one- third of the allocation rate
                              of the Highly Compensated Employee with the
                              highest allocation rate; or

                        ii.   each non-Highly Compensated Employee who is
                              eligible to participate receives an allocation of
                              at least 5% of such Employee's Compensation, as
                              defined in Code Section 4l5(c)(3), for the period
                              during which the non-Highly Compensated Employee
                              is eligible to receive an allocation under this
                              Section.

                              For purposes of determining the allocation rate in
                              (i) above, such allocation rate shall equal the
                              quotient of the Employer Profit Sharing
                              Contribution allocated to a Participant divided by
                              the Participant's Compensation.

                              The Employer must make additional contributions to
                              a Participant who is a non-Highly Compensated
                              Employee and who receives only a top-heavy minimum
                              contribution or a Safe Harbor Nonelective
                              Contribution, in order to satisfy the minimum
                              allocation gateway. The amount of such additional
                              contribution shall be equal to the difference
                              between the amount required to satisfy the minimum
                              allocation gateway and the top-heavy minimum or
                              Safe Harbor Nonelective Contribution received by
                              such Employee, whichever is applicable.

                        Notwithstanding the foregoing, this Plan document cannot
                        be used if this Plan is a combination of permissively
                        aggregated defined contribution and defined benefit
                        plans, in which the aggregated plan is considered
                        primarily defined benefit in character, as defined in
                        Treasury Regulation 1.401(a)(4)-9(b)(2)(v)(B).

            10.   Minimum Allocation Gateway for New Comparability - One-Third
                  Approach - If a selection is made in the Adoption Agreement to
                  satisfy a minimum allocation gateway for new comparability
                  purposes and to reallocate contributions from Highly
                  Compensated Employees to non-Highly Compensated Employees in
                  order to provide each a non-Highly Compensated Employee with
                  an allocation rate which is equal to at least one-third of the
                  allocation rate of the Highly Compensated Employee with the
                  highest allocation rate, then, to the extent necessary, the
                  following steps shall be taken:

                  a.    Identify the Employees of the Employer who participate
                        in the Plan who are non-Highly Compensated Employees of
                        such Employer and arrange them in order of their
                        allocation rates from the highest to the lowest.

                  b.    Identify the Highly Compensated Employees of the
                        Employer who participate in the Plan and arrange them in
                        order of their allocation rates from the highest to the
                        lowest.

                  c.    As of the date of allocation, lower the allocation to
                        the Highly Compensated Employee with the highest
                        allocation rate determined in (b) above. The reduction
                        shall equal the lesser of (i) the amount necessary so
                        that the non-Highly Compensated Employee with the lowest
                        allocation rate receives an allocation equal to
                        one-third of the allocation rate of the Highly
                        Compensated Employee with the highest allocation rate,
                        or (ii) the amount which would cause such Highly
                        Compensated Employee's allocation rate to equal the
                        allocation rate of the Highly Compensated Employee with
                        the next highest allocation rate. As of the date of
                        allocation, that reduction shall be added to the
                        Individual Account of the non-Highly Compensated
                        Employee described in (i) above.

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                       25
<PAGE>

               d.   Repeat the procedures in (c) above until all non-Highly
                    Compensated Employees have an allocation rate equal to at
                    least one-third of the allocation rate of the Highly
                    Compensated Employee with the highest allocation rate. If
                    the allocation rate of a Highly Compensated Employee is
                    lowered under (c) above or this clause (d) to the point
                    where it is equal to that of the Highly Compensated
                    Employees with the next highest allocation rate, then any
                    further reductions in allocations shall be apportioned
                    between the former and latter Highly Compensated Employees
                    in a manner that causes their equivalent allocation rates to
                    be reduced by the same amount.

               e.   Participants whose sole allocation for a Plan Year consists
                    of either a minimum allocation made pursuant to Plan Section
                    3.04(E) or a Safe Harbor Nonelective Contribution are
                    considered benefiting for purposes of the minimum allocation
                    gateway. Allocation rates shall include such contributions
                    when determining whether the minimum gateway allocation has
                    been satisfied.

          11.  Minimum Allocation Gateway for New Comparability- Five Percent
               Approach- If a selection is made in the Adoption Agreement to
               satisfy a minimum allocation gateway under new comparability and
               to reallocate contributions from Highly Compensated Employees to
               non-Highly Compensated Employees in order to provide each
               non-Highly Compensated Employee with an allocation of at least 5%
               of such Employee's Compensation, as defined in Code Section
               415(c)(3), for the period during which the non-Highly Compensated
               Employee is eligible to receive an allocation under this Section,
               then, to the extent necessary, the following steps shall be
               taken.

               a.   Identify the Employees of the Employer who participate in
                    the Plan who are non-Highly Compensated Employees of such
                    Employer and arrange them in order of their allocation rates
                    from the highest to the lowest.

               b.   Identify the Highly Compensated Employees of the Employer
                    who participate in the Plan and arrange them in order of
                    their allocation rates from the highest to the lowest.

               c.   As of the date of allocation, lower the allocation to the
                    Highly Compensated Employee with the highest allocation rate
                    determined in (b) above. The reduction shall equal the
                    lesser of(i) the amount necessary so that the non-Highly
                    Compensated Employee with the lowest allocation rate
                    receives an allocation equal to 5% of such Employee's
                    Compensation, as defined in Code Section 415(c)(3), for the
                    period during which the non-Highly Compensated Employee is
                    eligible to receive an allocation under this Section, or
                    (ii) the amount which would cause such Highly Compensated
                    Employee's allocation rate to equal the allocation rate of
                    the Highly Compensated Employee with the next highest
                    allocation rate. As of the date of allocation, that
                    reduction shall be added to the Individual Account of the
                    non- Highly Compensated Employee described in (i) above.

               d.   Repeat the procedures in (c) above until all Employees of
                    the non-Highly Compensated Employees have an allocation rate
                    equal to at least 5% of such Employee's Compensation, as
                    defined in Code Section 415(c)(3), for the period during
                    which the each of the non-Highly Compensated Employees are
                    eligible to receive an allocation under this Section. If the
                    allocation rate of a Highly Compensated Employee is lowered
                    under (c) above or this clause (d) to the point where it is
                    equal to that of the Highly Compensated Employees with the
                    next highest allocation rate, then any further reductions in
                    allocations shall be apportioned between the former and
                    latter Highly Compensated Employees in a manner that causes
                    their equivalent allocation rates to be reduced by the same
                    amount.

               e.   If the allocation rate of the Highly Compensated Employees
                    are less than 5%, either before any reallocation pursuant to
                    this (11), or as a result of any reallocation pursuant to
                    this (11), then for that Plan Year, the Employer Profit
                    Sharing Contributions shall be allocated as if the Employer
                    had elected a pro rata allocation formula (as described in
                    Adoption Agreement Section Three).

               f.   Participants whose sole allocation for a Plan Year consists
                    of either a minimum allocation made pursuant to Plan Section
                    3.04(E) or a Safe Harbor Nonelective Contribution are
                    considered benefiting for purposes of the minimum allocation
                    gateway. Allocation rates shall include such contributions
                    when determining whether the minimum gateway allocation has
                    been satisfied.

     C.   ALLOCATION OF FORFEITURES - Forfeitures may be, at the Employer's
          discretion, applied first to the payment of the Plan's administrative
          expenses in accordance with Plan Section 7.04 or applied to the
          restoration of Participants' Individual Accounts pursuant to Plan
          Section 4.01(C)(3). Any remaining Forfeitures shall be allocated as
          follows:

          1.   Profit Sharing Plan - If this is a profit sharing plan, unless
               the Adoption Agreement indicates otherwise, Forfeitures will be
               used to reduce Employer Contributions. Notwithstanding the
               foregoing, Forfeitures arising under Plan Section 3.12 (Excess
               Annual Additions) may be allocated to Qualifying Participants in
               accordance with Plan Section 3.04(B).

          2.   401(k) Profit Sharing Plan - If this is a 401(k) profit sharing
               plan, unless the Adoption Agreement indicates otherwise,
               Forfeitures of Employer Profit Sharing Contributions, Matching
               Contributions, ACP Test Safe Harbor Matching Contributions, and
               Excess Aggregate Contributions shall be used to reduce Employer
               Contributions. Notwithstanding the foregoing, Forfeitures arising
               under Plan Section 3.12 (Excess Annual Additions) may be
               allocated to Qualifying Participants in accordance with Plan
               Section 3.04(B).

          3.   Money Purchase Pension Plan and Target Benefit Pension Plan- If
               this Plan is a money purchase pension plan or a target benefit
               pension plan, unless the Adoption Agreement indicates otherwise,
               Forfeitures shall be used to reduce Employer Money Purchase
               Pension Contributions or Employer Target Benefit Pension
               Contributions to the Plan. Notwithstanding the foregoing,
               Forfeitures arising under Plan Section 3.12 (Excess Annual
               Additions), other than forfeitures arising under a target benefit
               plan, may be allocated to Qualifying Participants in accordance
               with Plan Section 3.04(B).

                                           (C)2010 Ascensus, Inc., Brainerd, MN

                                       26
<PAGE>

          Forfeitures must be applied as of the last day of the Plan Year
          in which the Forfeitures arose or, if necessary, any subsequent
          Plan Year following the Plan Year in which the Forfeiture arose.
          Notwithstanding the foregoing, Forfeitures must be applied in a
          uniform and nondiscriminatory manner if applied either to the
          payment of the Plan's administrative expenses or to the
          restoration of Participants' Individual Accounts pursuant to Plan
          Section 4.01(C)(3), Forfeitures that are reallocated to
          Participants' Individual Accounts need not be reallocated to the
          same contribution source from which they were forfeited.

     D.   TIMING OF EMPLOYER CONTRIBUTION - Unless otherwise specified in the
          Plan or permitted by law or regulation, the Employer Contribution made
          by an Employer for each Plan Year shall be deposited with the Trustee
          (or Custodian, if applicable) not later than the due date for filing
          the Employer's income tax return for its tax year in which the Plan
          Year ends, including extensions thereof. Notwithstanding the
          foregoing, Employer Contributions may be deposited during the Plan
          Year for which they are being made.

     E.   MINIMUM ALLOCATION FOR TOP-HEAVY PLANS - The contribution and
          allocation provisions of this Plan Section 3.04(E) shall apply for any
          Plan Year with respect to which this Plan is a Top-Heavy Plan and
          shall supersede any conflicting provisions in the Plan or Adoption
          Agreement.

          1.   Except as otherwise provided in (3) and (4) below, the Employer
               Contributions and Forfeitures allocated on behalf of any
               Participant who is not a Key Employee shall not be less than the
               lesser of three percent of such Participant's Compensation or (in
               the case where the Employer does not maintain a defined benefit
               plan in addition to this Plan which designates this Plan to
               satisfy Code Section 401, the largest percentage of Employer
               Contributions and Forfeitures, as a percentage of the Key
               Employee's Compensation, as limited by Code Section 401(a)(17),
               allocated on behalf of any Key Employee for that year. The
               minimum allocation is determined without regard to any Social
               Security contribution. Unless the Adopting Employer, in the
               Adoption Agreement, elects to allocate a top-heavy contribution
               to Participants who are Key Employees, only Participants who are
               not Key Employees will be entitled to receive the minimum
               allocation. Notwithstanding the foregoing, if the Employer
               maintains a defined benefit plan in addition to this Plan and
               specifies in the Adoption Agreement that the minimum allocation
               will be made to this Plan, then except as provided in (3) and (4)
               below, Employer Contributions and Forfeitures allocated on behalf
               of any Participant who is not a Key Employee shall not be less
               than five percent of such Participant's Compensation. For
               purposes of the preceding sentences, the largest percentage of
               Employer Contributions and Forfeitures as a percentage of each
               Key Employee's Compensation shall be determined by treating
               Elective Deferrals as Employer Contributions. This minimum
               allocation shall be made even though under other Plan provisions,
               the Participant would not otherwise be entitled to receive an
               allocation, or would have received a lesser allocation for the
               year because of 1) the Participant's failure to complete 1,000
               Hours of Service (or any comparable period provided in the Plan),
               or 2) the Participant's failure to make mandatory Nondeductible
               Employee Contributions to the Plan, or 3) Compensation less than
               a stated amount.

          2.   For purposes of computing the minimum allocation, Compensation
               shall mean Compensation as provided in the Definitions Section of
               the Plan as limited by Code Section 401(a)(17) and shall include
               any amounts contributed by the Employer pursuant to a salary
               reduction agreement and which is not includible in gross income
               under Code Sections 402(g), 125, 132(f)(4), or 457. Compensation
               for the full Determination Year will be used in calculating the
               minimum allocation.

          3    The provision in (1) above shall not apply to any Participant
               who was not employed by the Employer on the last day of the Plan
               Year.

          4.   The provision in (1) above shall not apply to any Participant to
               the extent the Participant is covered under any other plan or
               plans of the Employer and the Adopting Employer has provided in
               the Adoption Agreement that the minimum allocation or benefit
               requirement applicable to Top-Heavy Plans will be met in the
               other plan or plans.

          5.   The minimum allocation required under this Section 3.04(E) (to
               the extent required to be nonforfeitable under Code Section
               416(b)) may not be forfeited under Code Section 411(a)(3)(B) or
               411(a)(3)(D).

          6.   Elective Deferrals (and for Plan Years beginning before 2002,
               Matching Contributions) may not be taken into account for
               purposes of satisfying the minimum allocation requirement
               applicable to Top-Heavy Plans described in Plan Section
               3.04(E)(1). Qualified Nonelective Contributions may, however, be
               taken into account for such purposes.

     F.   RETURN OF THE EMPLOYER CONTRIBUTION TO THE EMPLOYER UNDER SPECIAL
          CIRCUMSTANCES - Any contribution made by the Employer because of a
          mistake of fact must be returned to the Employer within one year of
          the contribution.

          In the event that the Commissioner of Internal Revenue determines that
          the Plan is not initially qualified under the Code, any contributions
          made incident to that initial qualification by the Employer must be
          returned to the Employer within one year after the date the initial
          qualification is denied, but only if the application for qualification
          is made by the time prescribed by law for filing the Employer's return
          for the taxable year in which the Plan is adopted, or such later date
          as the Secretary of the Treasury may prescribe.

          In the event that a contribution made by the Employer under this Plan
          is conditioned on deductibility and is not deductible under Code
          Section 404, the contribution, to the extent of the amount disallowed,
          must be returned to the Employer within one year after the deduction
          is disallowed.

          If applicable, no contract will be purchased under the Plan unless
          such contract or a separate definite written agreement between the
          Employer and the insurer provides that no value under contracts
          providing benefits under the Plan or credits determined by the insurer
          (on account of dividends, earnings, or other experience rating
          credits, or surrender or cancellation credits) with respect to such
          contracts may be paid or returned to the Employer or diverted to or
          used for other than the exclusive benefit of the

                                           (C)2010 Ascensus, Inc., Brainerd, MN

                                       27
<PAGE>

          Participants or their Beneficiaries. However, any contribution made by
          the Employer because of a mistake of fact must be returned to the
          Employer within one year of the contribution.

3.05 QUALIFIED NONELECTIVE CONTRIBUTIONS

     The Employer may elect to make Qualified Nonelective Contributions under
     the Plan. The amount of such contribution, if any, to the Plan for each
     Plan Year, shall be determined by the Employer.

     A.   QUALIFIED NONELECTIVE CONTRIBUTIONS USED TO SATISFY TESTING
          REQUIREMENTS - Unless another allocation formula is specified in the
          Adoption Agreement, or in the situation in which an Employer wishes to
          allocate a Qualified Nonelective Contribution in addition to the
          allocation formula in the Adoption Agreement, Qualified Nonelective
          Contributions will be allocated to the Individual Accounts of
          non-Highly Compensated Employees who are eligible Participants
          following any allocation formula permitted under the law or regulation
          for purpose of satisfying the Actual Deferral Percentage test, the
          Actual Contribution Percentage test, or both. Notwithstanding the
          foregoing, no allocation shall be required in excess of the amount
          required to satisfy the Actual Deferral Percentage test, the Actual
          Contribution Percentage test, or both. Qualified Nonelective
          Contributions may be made during the Plan Year for which they are
          being made; however, the Employer must follow the allocation
          requirements set forth in this Section 3.05 and must adhere to the
          eligibility requirements applicable to Elective Deferrals, including a
          forfeiture of allocations where such eligibility requirements are not
          satisfied.

          For Plan Years beginning in 2006 (or such earlier date on which the
          final regulations under Treasury Regulation 1.401(k) and 1.401(m)
          became effective), Qualified Nonelective Contributions taken into
          account under the Actual Deferral Percentage (ADP) test cannot exceed
          the product of the non-Highly Compensated Employee's Compensation and
          the greater of i) 5 percent (10 percent if the Qualified Nonelective
          Contribution is made in connection with an Employer's obligation to
          pay prevailing wages under the Davis-Bacon Act plan) or ii) two times
          the Plan's representative contribution rate. The "representative
          contribution rate," for this purpose, is the lowest applicable
          contribution rate of any eligible non-Highly Compensated Employee
          among a group of eligible non-Highly Compensated Employees that
          consists of one half of all non-Highly Compensated Employees for the
          Plan Year (or if greater, the lowest applicable percentage
          contribution rate of any eligible non-Highly Compensated Employee in
          the group of all eligible non-Highly Compensated Employees for the
          Plan Year and who is employed by the Employer on the last day of the
          Plan Year). The "applicable contribution rate" for these purposes is
          the sum of the Qualified Matching Contributions taken into account for
          the ADP test for the eligible non-Highly Compensated Employees for the
          Plan Year and the Qualified Nonelective Contributions made for the
          eligible non-Highly Compensated Employee for the Plan Year, divided by
          the eligible non-Highly compensated Employee's Compensation for the
          same period.

          If the current year testing rules apply to the Plan, in lieu of
          distributing Excess Contributions or Excess Aggregate Contributions as
          provided in Plan Sections 5.13 and 5.14, the Employer may, if
          permitted in the Adoption Agreement, use all or any portion of the
          Qualified Nonelective Contributions to satisfy either the Actual
          Deferral Percentage test, the Actual Contribution Percentage test, or
          both, The option to use all or any portion of the Qualified
          Nonelective Contributions to satisfy either the Actual Deferral
          Percentage test or the Actual Contribution Percentage test is not
          available if prior year testing rules apply to the Plan

     B.   SPECIAL RULES FOR GOVERNMENT CONTRACT PLANS - If the Employer so
          elects in the Adoption Agreement, for each Hour of Service of covered
          employment under a government contract, the Employer shall contribute
          to the Plan such Qualified Nonelective Contribution amounts for each
          eligible Participant as determined by the hourly rate designated for
          each eligible Participant's work classification on the wage
          determination sheet, or part thereof, as determined by the Employer
          pursuant to the terms of the contracts to which the Employer is a
          party and which are subject to the provisions of any federal, state,
          or municipal prevailing wage law to which the Employer is a party. In
          addition to any Qualified Nonelective Contribution made under this
          Plan Section 3.05(B), the Employer may contribute additional Qualified
          Nonelective Contributions to be allocated to the Individual Accounts
          of non-Highly Compensated Employees who are eligible Participants
          following any allocation formula permitted under the law or regulation
          for the purpose of satisfying the Actual Deferral Percentage test, the
          Actual Contribution Percentage test, or both, as set forth in Plan
          Section 3.05(A). Such additional Qualified Nonelective Contributions
          can be taken into account for a Plan Year for a non-Highly
          Compensation Employee only to the extent such contributions do not
          exceed 10 percent of that non-Highly Compensated Employee's
          Compensation.

3.06 QUALIFIED MATCHING CONTRIBUTIONS

     The Employer may elect to make Qualified Matching Contributions under the
     Plan. Unless specified otherwise in the Adoption Agreement, the amount of
     such contribution, if any, to the Plan for each Plan Year, shall be
     determined by the Employer. In addition, in lieu of distributing Excess
     Contributions or Excess Aggregate Contributions as provided in Plan
     Sections 5.13 and 5.14, the Employer may use Qualified Matching
     Contributions to satisfy either the Actual Deferral Percentage test, the
     Actual Contribution Percentage test, or both, pursuant to Treasury
     Regulations under Code Sections 401(k) and 401(m).

     Unless another allocation formula is specified in the Adoption Agreement,
     Qualified Matching Contributions, if made, shall be in an amount equal to
     that percentage of the Elective Deferrals (and Nondeductible Employee
     Contributions) of each non-Highly Compensated Employee that would be
     sufficient to cause the Plan to satisfy the Actual Contribution Percentage
     test, the Actual Deferral Percentage test, or both. For Plan Years
     beginning in 2006 (or such earlier date on which the final regulations
     under Treasury Regulation 1.401(k) and 1.401(m) became effective), if
     Qualified Matching Contributions exceed 100 percent of a Qualifying
     Contributing Participant's Elective Deferrals, the additional ACP testing
     restrictions listed in Plan Section 3.02 will apply.

     Notwithstanding anything in this Section to the contrary, all or any
     portion of the Qualified Matching Contributions may be included in the ADP
     and ACP tests if the Employer has elected to use the current year testing
     rules.


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                                       28
<PAGE>

3.07 ROLLOVER CONTRIBUTIONS

     Unless otherwise indicated in the Adoption Agreement, an Employee may make
     Indirect Rollover and/or Direct Rollover contributions to the Plan from
     distributions made from plans described in Code Sections 401(a), 403(a),
     403(b), 408, and 457(b) (if maintained by a governmental entity) (excluding
     Nondeductible Employee Contributions and Roth Elective Deferrals except as
     otherwise indicated in the Adoption Agreement) unless an Employee is either
     an Employee of a related employer that does not participate in this Plan or
     a member of any excluded class in Adoption Agreement Section Two and Plan
     Section 2.01. The Plan Administrator may require the Employee to certify,
     either in writing or in any other form permitted under rules promulgated by
     the IRS and DOL, that the contribution qualifies as a rollover contribution
     under the applicable provisions of the Code. If it is later determined that
     all or part of a rollover contribution was ineligible to be contributed to
     the Plan, the Plan Administrator shall direct that any ineligible amounts,
     plus earnings or losses attributable thereto (determined in the manner
     described in Plan Section 7.02(B)), be distributed from the Plan to the
     Employee as soon as administratively feasible.

     A separate account shall be maintained by the Plan Administrator for each
     Employee's rollover contributions, which will be nonforfeitable at all
     times. Such account will share in the income and gains and losses of the
     Fund in the manner described in Plan Section 7.02(B). Where the Adoption
     Agreement does not permit Employer designation with respect to rollover
     contributions, the Employer may, in a uniform and nondiscriminatory manner,
     allow only Employees who have become Participants in the Plan to make
     rollover contributions.

3.08 TRANSFER CONTRIBUTIONS

     Unless otherwise indicated in the Adoption Agreement, the Trustee (or
     Custodian, if applicable) may receive any amounts transferred to it in the
     name of an Employee from the trustee or custodian of another plan qualified
     under Code Section 401(a), unless an Employee is either employed by a
     related employer that does not participate in this Plan or a member of any
     excluded class in Adoption Agreement Section Two and Plan Section 2.01.
     Whether any particular transfer may be accepted by the Plan, and the
     procedures for the receipt of such transfers by the Plan, will be
     determined by the requirements of Treasury Regulation 1.411(d)-4, Q&A-3
     and other rules promulgated by the IRS. Nothing in this Plan prohibits the
     Plan Administrator from permitting (or prohibiting) Participants to
     transfer their Individual Accounts to other eligible plans, provided such
     transfers are permitted (or prohibited) in a uniform and nondiscriminatory
     manner, If it is later determined that all or part of a transfer
     contribution was ineligible to be transferred into the Plan, the Plan
     Administrator shall direct that any ineligible amounts, plus earnings or
     losses attributable thereto (determined in the manner described in Plan
     Section 7.02(B)), be distributed from the Plan to the Employee as soon as
     administratively feasible. Notwithstanding the foregoing, the Employer may,
     at its discretion, also return the amount transferred to the transferor
     plan or correct the ineligible transfer using any other method permitted by
     the IRS under regulation or other guidance.

     A separate account shall be maintained by the Plan Administrator for each
     Employee's transfer contributions, which will, if applicable, be
     nonforfeitable at all times. Such account will share in the income and
     gains and losses of the Fund in the manner described in Plan Section
     7.02(B). Where the Adoption Agreement does not permit Employer designation
     with respect to transfer contributions, the Employer may, in a uniform and
     nondiscriminatory manner, allow only Employees who have become Participants
     in the Plan to make transfer contributions. Notwithstanding the foregoing,
     an Employee's separate account established solely on account of an event
     described in Code Section 4140) shall continue to be subject to the Plan's
     vesting schedule except as otherwise provided therein. If transfers are
     associated with distributable events and the Employees are eligible to
     receive single sum distributions consisting entirely of Eligible Rollover
     Contributions, the transfers will be considered Direct Rollovers.

3.09 DEDUCTIBLE EMPLOYEE CONTRIBUTIONS

     The Plan Administrator will not accept Deductible Employee Contributions
     that are made for a taxable year beginning after December 31, 1986.
     Contributions made before that date will be maintained in a separate
     account, which will be nonforfeitable at all times. The account will share
     in the gains and losses of the Fund in the same manner as described in Plan
     Section 7.02(B). No part of the Deductible Employee Contributions account
     will be used to purchase life insurance. Subject to Plan Section 5.10 (if
     applicable), the Participant may withdraw any part of the Deductible
     Employee Contribution account by making a written application to the Plan
     Administrator.

3.10 NONTWDUCTIBLE EMPLOYEE CONTRIBUTIONS

     If this Plan is subject to Code Section 401(k) and the Adopting Employer
     so allows in the Adoption Agreement, a Participant may contribute
     Nondeductible Employee Contributions to the Plan by enrolling as a
     Contributing Participant pursuant to the applicable provisions of Plan
     Section 3.01. The Employer shall establish uniform and nondiscriminatory
     rules and procedures for Nondeductible Employee Contributions as it deems
     necessary and advisable including, but not limited to, rules describing any
     amounts or percentages of Compensation Participants may or must contribute
     to the Plan. Nondeductible Employee Contributions for Plan Years beginning
     after December 31, 1986, together with any Matching Contributions, will be
     limited so as to satisfy the Actual Contribution Percentage test in Plan
     Section 3.14. Notwithstanding the foregoing, contributions made to the Plan
     on an after-tax basis (e.g., to repay defaulted loans or to buy back
     previously forfeited amounts as described in Plan Section 4.01(C)(3)) do
     not constitute Nondeductible Employee Contributions and will not,
     therefore, be subject to the nondiscrimination test of Code Section 401(m)
     or the Annual Additions limits of Code Section 415.

     A separate account will be maintained by the Plan Administrator for the
     Nondeductible Employee Contributions of each Participant.

3.11 OTHER LIMITATIONS ON SIMPLE 401(K) CONTRIBUTIONS

     If the Employer has established a SIMPLE 401(k) Plan, no Employer or
     Employee contributions may be made to this Plan for the SIMPLE 401(k) Year
     other than Elective Deferrals described in Plan Section 3.01(H), Matching
     or nonelective contributions described in Plan Section 3.02, and rollover
     contributions described in Plan Section 3.07.


                                           (C) 2010 Ascensus, Inc., Brainerd, MN

                                       29
<PAGE>

3.12 LIMITATION ON ALLOCATIONS

     A.   If the Participant does not participate in, and has never
          participated in another qualified plan maintained by the Employer, a
          welfare benefit fund (as defined in Code Section 419(e)) maintained by
          the Employer, an individual medical account (as defined in Code
          Section 415(l)(2)) maintained by the Employer, or a simplified
          employee pension plan (as defined in Code Section 408(k)) maintained
          by the Employer, which provides an Annual Addition as defined in the
          Definitions Section of the Plan, the following rules shall apply.

          1.   The amount of Annual Additions which may be credited to the
               Participant's Individual Account for any Limitation Year will not
               exceed the lesser of the Maximum Permissible Amount or any other
               limitation contained in this Plan. If the Employer Contribution
               that would otherwise be contributed or allocated to the
               Participant's Individual Account would cause the Annual Additions
               for the Limitation Year to exceed the Maximum Permissible Amount,
               the amount contributed or allocated may be reduced so that the
               Annual Additions for the Limitation Year will equal the Maximum
               Permissible Amount.

          2.   Before determining the Participant's actual Compensation for the
               Limitation Year, the Employer may determine the Maximum
               Permissible Amount for a Participant on the basis of a reasonable
               estimate of the Participant's Compensation for the Limitation
               Year, uniformly determined for all Participants similarly
               situated.

          3.   As soon as is administratively feasible after the end of the
               Limitation Year, the Maximum Permissible Amount for the
               Limitation Year will be determined on the basis of the
               Participant's actual Compensation for the Limitation Year.

          4.   If, pursuant to Plan Section 3.12(A)(3) or as a result of the
               allocation of Forfeitures or a reasonable error in determining a
               Participant's maximum Elective Deferral or any other circumstance
               permitted under rules promulgated by the IRS, there is an Excess
               Annual Addition, the excess will be disposed of as follows.

               a.   Profit Sharing Plan - If this Plan is a profit sharing
                    plan, the Excess Annual Additions shall be deemed
                    Forfeitures and shall be allocated in accordance with Plan
                    Section 3.04(C) to all Qualifying Participants that have not
                    reached their Annual Additions limit. If all Qualifying
                    Participants have reached their Annual Additions limit
                    before all Excess Annual Additions have been allocated, the
                    remaining amount will be held unallocated in a suspense
                    account. The suspense account will be applied to reduce
                    future Employer Contributions (including allocation of any
                    Forfeitures) for all remaining Participants in the next
                    Limitation Year and each succeeding Limitation Year, if
                    necessary.

               b.   Money Purchase Pension Plan or Target Benefit Plan - If
                    this Plan is either a money purchase pension plan or a
                    target benefit plan, Excess Annual Additions shall be held
                    unallocated in a suspense account. The suspense account
                    shall be used to reduce future Employer Contributions made
                    to Qualifying Participants in the next Limitation Year and
                    succeeding Limitation Years, if necessary.

               c.   401(k) Profit Sharing Plan - If this Plan is a 401(k)
                    profit sharing plan, any Nondeductible Employee
                    Contributions and Elective Deferrals, plus any income
                    allocable thereto, shall be distributed to the Participant
                    to the extent this would reduce the Excess Annual Additions.
                    Income allocable to such Excess Annual Additions shall be
                    computed in a manner consistent with the manner described in
                    Plan Section 7.02(B) (i.e., the usual manner used by the
                    Plan Administrator for allocating income or loss to
                    Participants' Individual Accounts).

                    If, after distributing Nondeductible Employee Contributions
                    (including any earnings thereon) and Elective Deferrals
                    (including any earnings thereon), Excess Annual Additions
                    still exist, the Excess Annual Additions attributable to
                    Employer Profit Sharing Contributions shall be deemed
                    Forfeitures and shall be allocated in accordance with Plan
                    Section 3.04(C) to all Qualifying Participants who have not
                    reached their Annual Additions limit, If all Qualifying
                    Participants have reached their Annual Additions limit
                    before all Excess Annual Additions have been allocated, the
                    remaining amount will be held unallocated in a suspense
                    account. The suspense account will be applied to reduce
                    future Employer Contributions (including allocation of any
                    Forfeitures) for all Qualifying Participants in the next
                    Limitation Year and each succeeding Limitation Year, if
                    necessary.

               If a suspense account is in existence at any time during a
               Limitation Year pursuant to this Plan Section 3.12, it will
               participate in the allocation of the Fund's investment gains and
               losses. If a suspense account is in existence at any time during
               a particular Limitation Year, all amounts in the suspense account
               must be allocated and reallocated to Participants' Individual
               Accounts before any Employer Contributions or any Nondeductible
               Employee Contributions may be made to the Plan for that
               Limitation Year. Excess Annual Additions may not be distributed
               to Participants or former Participants.

     B.   If, in addition to this Plan, the Participant is covered under
          another qualified master or prototype defined contribution plan
          maintained by the Employer, a welfare benefit fund maintained by the
          Employer, an individual medical account maintained by the Employer, or
          a simplified employee pension plan maintained by the Employer that
          provides an Annual Addition as defined in the Definitions Section of
          the Plan during any Limitation Year, the following rules apply.

          1.   The Annual Additions which may be credited to a Participant's
               Individual Account under this Plan for any such Limitation Year
               will not exceed the Maximum Permissible Amount, reduced by the
               Annual Additions credited to a Participant under the other
               qualified Master or Prototype Plans, welfare benefit funds,
               individual medical account, and simplified employee pension plans
               for the same Limitation Year. If the Annual Additions with
               respect to the Participant under other qualified Master or
               Prototype defined contribution plans, welfare benefit funds,
               individual medical accounts, and simplified employee pension
               plans maintained by the Employer are less than the Maximum
               Permissible Amount, and the Employer Contribution that would
               otherwise be contributed or allocated to the Participant's
               Individual Account under this Plan would cause the Annual
               Additions for the Limitation Year to exceed this limitation, the
               amount contributed or allocated may be reduced so


                                           (C) 2010 Ascensus, Inc., Brainerd, MN

                                       30
<PAGE>

               that the Annual Additions under all such plans and funds for the
               Limitation Year will equal the Maximum Permissible Amount. If the
               Annual Additions with respect to the Participant under such other
               qualified Master or Prototype defined contribution plans, welfare
               benefit funds, individual medical accounts, and simplified
               employee pension plans in the aggregate are equal to or greater
               than the Maximum Permissible Amount, no amount will be
               contributed or allocated to the Participant's Individual Account
               under this Plan for the Limitation Year.

          2.   Before determining the Participant's actual Compensation for the
               Limitation Year, the Employer may determine the Maximum
               Permissible Amount for a Participant in the manner described in
               Plan Section 3.12(A)(2).

          3.   As soon as is administratively feasible after the end of the
               Limitation Year, the Maximum Permissible Amount for the
               Limitation Year will be determined on the basis of the
               Participant's actual Compensation for the Limitation Year.

          4.   If, pursuant to Plan Section 3.12(B)(3) or as a result of the
               allocation of Forfeitures or a reasonable error in determining a
               Participant's Elective Deferral or any other circumstance
               permitted under rules promulgated by the IRS, a Participant's
               Annual Additions under this Plan and such other plans would
               result in Excess Annual Additions for a Limitation Year, the
               Excess Annual Additions will be deemed to consist of the Annual
               Additions last allocated, except that Annual Additions
               attributable to a simplified employee pension plan will be deemed
               to have been allocated first, followed by Annual Additions to a
               welfare benefit fund or individual medical account, regardless of
               the actual allocation date.

          5.   If Excess Annual Additions were allocated to a Participant on an
               allocation date of this Plan which coincides with an allocation
               date of another plan, the Excess Annual Additions attributed to
               this Plan will be the product of

               (i)  the total Excess Annual Additions allocated as of such date,
                    multiplied by

               (ii) the ratio of (a) the Annual Additions allocated to the
                    Participant for the Limitation Year as of such date under
                    this Plan to (b) the total Annual Additions allocated to the
                    Participant for the Limitation Year as of such date under
                    this and all the other qualified prototype defined
                    contribution plans.

          6.   Any Excess Annual Additions attributed to this Plan will be
               disposed of in the manner described in Plan Section 3.12(A)(4).

          7.   If the Participant is covered under another qualified defined
               contribution plan maintained by the Employer, other than a Master
               or Prototype Plan, the provisions of Plan Section 3.12(B)(1)
               through 3.12(B)(6) will apply as if the other plan were a Master
               or Prototype Plan. In the event this method cannot be
               administered because of conflicting language in the other plan,
               the Employer must provide, through a written attachment to the
               Plan, the method under which the plans will limit total Annual
               Additions to the Maximum Permissible Amount, and will properly
               reduce any Excess Annual Additions in a manner that precludes
               Employer discretion.

     C.   The provisions of this Plan Section 3.12 shall apply to SIMPLE 401(k)
          contributions made pursuant to Plan Sections 3.01(H) and 3.02.

     D.   Adoption Agreement elections to include or exclude items from
          Compensation that are inconsistent with Code Section 415 and the
          corresponding regulations will be disregarded for purposes determining
          a Participant's Annual Additions limit.

3.13 ACTUAL DEFERRAL PERCENTAGE TEST (ADP)

     A.   LIMITS ON HIGHLY COMPENSATED EMPLOYEES - the Actual Deferral
          Percentage (hereinafter "ADP") for a Plan Year for Participants who
          are Highly Compensated Employees for each Plan Year and the ADP for
          Participants who are non-Highly Compensated Employees for the same
          Plan Year must satisfy one of the following tests.

          1.   The ADP for Participants who are Highly Compensated Employees
               for the Plan Year shall not exceed the ADP for Participants who
               are non-Highly Compensated Employees for the same Plan Year
               multiplied by 1.25; or

          2.   The ADP for Participants who are Highly Compensated Employees
               for the Plan Year shall not exceed the ADP for Participants who
               are non-Highly Compensated Employees for the same Plan Year
               multiplied by 2.0 provided that the ADP for Participants who are
               Highly Compensated Employees does not exceed the ADP for
               Participants who are non-Highly Compensated Employees by more
               than two percentage points.

               The Plan must satisfy the ADP test using either the prior year
               testing or current year testing requirements described below.
               Notwithstanding the foregoing, the prior year testing method
               described below will apply to this Plan unless otherwise elected
               by the Employer.

          3.   Prior Year Testing- The ADP for a Plan Year for Participants who
               are Highly Compensated Employees for each Plan Year and the prior
               year's ADP for Participants who were non-Highly Compensated
               Employees for the prior Plan Year must satisfj one of the
               following tests.

               a.   The ADP for a Plan Year for Participants who are Highly
                    Compensated Employees for the Plan Year shall not exceed the
                    prior year's ADP for Participants who were non-Highly
                    Compensated Employees for the prior Plan Year multiplied by
                    1.25; or

               b.   The ADP for a Plan Year for Participants who are Highly
                    Compensated Employees for the Plan Year shall not exceed the
                    prior year's ADP for Participants who were non-Highly
                    Compensated Employees for the prior Plan Year multiplied


                                           (C) 2010 Ascensus, Inc., Brainerd, MN

                                       31
<PAGE>

                    by 2.0, provided that the ADP for Participants who are
                    Highly Compensated Employees does not exceed the ADP for
                    Participants who were non-Highly Compensated Employees in
                    the prior Plan Year by more than two percentage points.

               For the first Plan Year the Plan permits any Participant to make
               Elective Deferrals and this is not a successor Plan, for purposes
               of the foregoing tests, the prior year's non-Highly Compensated
               Employees' ADP shall be three percent unless the Adopting
               Employer has elected in the Adoption Agreement to use the actual
               Plan Year's ADP for these Participants.

               Notwithstanding the foregoing, if the Adopting Employer has
               elected the Safe Harbor CODA option in the Adoption Agreement,
               the current year testing provisions described in Plan Section 3.
               13(A)(4) will apply.

          4.   Current Year Testing-If elected by the Employer in the Adoption
               Agreement, the ADP tests in this Plan Section 3.l3(A)(1) and (2)
               above will be applied by comparing the current Plan Year's ADP
               for Participants who are Highly Compensated Employees with the
               current Plan Year's ADP for Participants who are non-Highly
               Compensated Employees. Once a current year testing election is
               made, the Employer can elect prior year testing for a Plan Year
               only if the Plan has used current year testing for each of the
               preceding five Plan Years (or if less, the number of Plan Years
               the Plan has been in existence) or if, as a result of a merger or
               acquisition described in Code Section 410(b)(6)(C)(i), the
               Employer maintains both a plan using prior year testing and a
               plan using current year testing and the change is made within the
               transition period described in Code Section 410(b)(6)(C)(ii).

          Notwithstanding the foregoing, the Plan shall be treated as meeting
          the ADP test if, within a reasonable period before any Plan Year, each
          Participant eligible to participate is given a notice (either in
          writing or in any other form permitted by Treasury Regulations or
          other rules promulgated by the IRS) which satisfies the requirements
          of Code Section 40l(k)(12)(D) and the Employer makes ADP Test Safe
          Harbor Contributions pursuant to Code Sections 401(k)(12)(B) and (C)
          respectively.

     B.   SPECIAL RULES

          1.   A Participant is a Highly Compensated Employee for a particular
               Plan Year if they meet the definition of a Highly Compensated
               Employee in effect for that Plan Year. Similarly, a Participant
               is a non-Highly Compensated Employee for a particular Plan Year
               if they do not meet the definition of a Highly Compensated
               Employee in effect for that Plan Year.

          2.   The ADP for any Participant who is a Highly Compensated Employee
               for the Plan Year and who is eligible to have Elective Deferrals
               (and Qualified Nonelective Contributions or Qualified Matching
               Contributions, or both, if treated as Elective Deferrals for
               purposes of the ADP test) allocated to their Individual Accounts
               under two or more arrangements described in Code Section 401(k)
               that are maintained by the Employer, shall be determined as if
               such Elective Deferrals (and, if applicable, such Qualified
               Nonelective Contributions or Qualified Matching Contributions, or
               both) were made under a single arrangement. If a Highly
               Compensated Employee participates in two or more cash or deferred
               arrangements that have different Plan Years, all Elective
               Deferrals made during the Plan Year under all such arrangements
               shall be aggregated. For Plan Years beginning before 2006, cash
               or deferred arrangements ending with or within the same calendar
               year shall be treated as a single arrangement. Notwithstanding
               the foregoing, certain plans shall be treated as separate if
               mandatorily disaggregated under regulations under Code Section
               401(k).

          3.   In the event that this Plan satisfies the requirements of Code
               Sections 401(k), 401(a)(4), or 410(b) only if aggregated with
               one or more other plans, or if one or more other plans satisfy
               the requirements of such Code sections only if aggregated with
               this Plan, then this Plan Section 3.13(B)(3) shall be applied by
               determining the ADP of Participants as if all such plans were a
               single plan. If more than 10 percent of the Employer's non-Highly
               Compensated Employees are involved in a plan coverage change as
               defined in Treasury Regulation 1401(k)-2(c)(4), then any
               adjustments to the non-Highly Compensated Employee ADP for the
               prior year will be made in accordance with such regulations,
               unless the Adopting Employer has elected in the Adoption
               Agreement to use the current year testing method. Plans may be
               aggregated in order to satisfy Code Section 401(k) only if they
               have the same Plan Year and use the same ADP testing method.

          4.   For purposes of satisfying the ADP test, Elective Deferrals,
               Qualified Nonelective Contributions, and Qualified Matching
               Contributions must be made before the end of the 12-month period
               immediately following the Plan Year to which contributions
               relate.

          5.   The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ADP test and the amount of Qualified
               Nonelective Contributions or Qualified Matching Contributions, or
               both, used in such test.

          6.   The determination and treatment of the ADP amounts of any
               Participant shall satisfy such other requirements as may be
               prescribed by the Secretary of the Treasury.

          7.   If the Employer elects to take Qualified Matching Contributions
               into account as Elective Deferrals for purposes of the ADP test,
               then (subject to such other requirements as may be prescribed by
               the Secretary of the Treasury) the Employer may elect, in a
               uniform and nondiscriminatory manner, to either include all
               Qualified Matching Contributions in the ADP test or to include
               only the amount of such Qualified Matching Contributions that are
               needed to meet the ADP test.

          8.   In the event that the Plan Administrator determines that it is
               not likely that the ADP test will be satisfied for a particular
               Plan Year unless certain steps are taken before the end of such
               Plan Year, the Plan Administrator may require Contributing
               Participants who are Highly Compensated Employees to reduce or
               cease future Elective Deferrals for such Plan Year in order to
               satisfy that requirement. This reduction shall also be required
               by the Plan Administrator in the event that the Plan
               Administrator anticipates that the Employer will not be able to
               deduct all Employer Contributions from its income for federal
               income tax purposes. If the Plan Administrator requires
               Contributing Participants to reduce or cease making Elective


                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                       32
<PAGE>

               Deferrals under this paragraph, the reduction or cessation shall
               begin with the Highly Compensated Employee with either the
               largest amount of Elective Deferrals or the highest Contribution
               Percentage for the Plan Year (on the date on which it is
               determined that the ADP test will not likely be satisfied), as
               elected by the Plan Administrator. All remaining Highly
               Compensated Employees' Elective Deferrals for the Plan Year shall
               be limited to such amount. Notwithstanding the foregoing, if it
               is later determined that the ADP test for the Plan Year will be
               satisfied, Highly Compensated Employees shall be permitted to
               enroll again as Contributing Participants in accordance with the
               terms of the Plan.

          9.   Elective Deferrals that are treated as Catch-up Contributions
               because they exceed a Plan limit or a statutory limit will be
               excluded from ADP testing. Amounts which are characterized as
               Catch-up Contributions as a result of the ADP test will reduce
               the amount of Excess Contributions distributed or Qualified
               Nonelective Contributions or Qualified Matching Contributions
               contributed to the Plan to correct an Excess Contribution.

          10.  Special Rule for Early Participation - If the Plan provides that
               Employees are eligible to become Contributing Participants before
               they have completed the minimum age and service requirements in
               Code Section 410(a)(l)(A), and if the Plan applies Code Section
               410(b)(4)(B) in determining whether the Plan satisfies the
               requirements in Code Section 410(b)(1), then in determining
               whether the Plan satisfies the ADP test, either:

               a.   pursuant to Code Section 401(k)(3)(F), the ADP test is
                    performed under the Plan (determined without regard to
                    disaggregation under Treasury Regulation 1.410(b)-7(c)(3)),
                    using the ADP for all eligible Highly Compensated Employees
                    for the Plan Year and the ADP of eligible non-Highly
                    Compensated Employees for the applicable year, disregarding
                    all non-Highly Compensated Employees who have not met the
                    minimum age and services requirements in Code Section
                    410(a)(i)(A); or

               b.   pursuant to Treasury Regulation 1.401(k)-1(b)(4), the Plan
                    is disaggregated into separate plans and the ADP test is
                    performed separately for all eligible Participants who have
                    completed the minimum age and service requirements of Code
                    Section 410(a)(1)(A) and for all eligible Participants who
                    have not completed the minimum age and service requirements
                    in Code Section 410(a)(1)(A).

               C.   Notwithstanding the foregoing, the ADP test described above
                    is treated as satisfied for any SIMPLE 401(k) Year in which
                    an Eligible Employer maintains this Plan as a SIMPLE 401(k)
                    Plan.

3.14 ACTUAL CONTRIBUTION PERCENTAGE TEST (ACP)

     A.   LIMITS ON HIGHLY COMPENSATED EMPLOYEES - The Actual Contribution
          Percentage (hereinafter "ACP") for Participants who are Highly
          Compensated Employees for each Plan Year and the ACP for Participants
          who are non-Highly Compensated Employees for the same Plan Year must
          satisfy one of the following tests.

          1.   The ACP for Participants who are Highly Compensated Employees
               for the Plan Year shall not exceed the ACP for Participants who
               are non-Highly Compensated Employees for the same Plan Year
               multiplied by 1.25; or

          2.   The ACP for Participants who are Highly Compensated Employees
               for the Plan Year shall not exceed the ACP for Participants who
               are non-Highly Compensated Employees for the same Plan Year
               multiplied by 2.0, provided that the ACP for the Participants who
               are Highly Compensated Employees does not exceed the ACP for
               Participants who are non-Highly Compensated Employees by more
               than two percentage points.

               The Plan must satisfy the ACP test using either the prior year
               testing or current year testing requirements described below.
               Notwithstanding the foregoing, the prior year testing method
               described below will apply to this Plan unless otherwise elected
               in the Adoption Agreement by the Adopting Employer.

          3.   Prior Year Testing - The ACP for a Plan Year for Participants who
               are Highly Compensated Employees for each Plan Year and the prior
               year's ACP for Participants who were non-Highly Compensated
               Employees for the prior Plan Year must satisfy one of the
               following tests.

               a.   The ACP for a Plan Year for Participants who are Highly
                    Compensated Employees for the Plan Year shall not exceed the
                    prior year's ACP for Participants who were non-Highly
                    Compensated Employees for the prior Plan Year multiplied by
                    1.25; or

               b.   The ACP for a Plan Year for Participants who are Highly
                    Compensated Employees for the Plan Year shall not exceed the
                    prior year's ACP for Participants who were non-Highly
                    Compensated Employees for the prior Plan Year multiplied by
                    2.0, provided that the ACP for Participants who are Highly
                    Compensated Employees does not exceed the ACP for
                    Participants who were non-Highly Compensated Employees in
                    the prior Plan Year by more than two percentage points.

               For the first Plan Year, if this Plan permits any Participant to
               make Nondeductible Employee Contributions, provides for Matching
               Contributions or both, and this is not a successor Plan, for
               purposes of the foregoing tests, the prior year's non-Highly
               Compensated Employees' ACP shall be three percent unless the
               Employer has elected in the Adoption Agreement to use the Plan
               Year's ACP for these Participants.

               Notwithstanding the foregoing, if the Adopting Employer has
               elected the Safe Harbor CODA option in the Adoption Agreement,
               the current year testing provisions described below will apply.


                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                       33
<PAGE>

          4.   Current Year Testing- If elected by the Adopting Employer in the
               Adoption Agreement, the ACP tests in this Plan Section 3.1
               4(A)(1) and (2), above, will be applied by comparing the current
               Plan Year's ACP for Participants who are Highly Compensated
               Employees for each Plan Year with the current Plan Year's ACP for
               Participants who are non-Highly Compensated Employees. Once an
               election to use current year testing is made, the Employer can
               elect prior year testing for a Plan Year only if the Plan has
               used current year testing for each of the preceding five Plan
               Years (or if lesser, the number of Plan Years the Plan has been
               in existence) or if, as a result of the merger or acquisition
               described in Section 410(b)(6)(C)(i), the Employer maintains both
               a plan using prior year testing and a plan using current year
               testing and the change is made within the transition period
               described in Code Section 410(b)(6)(C)(ii).

     B.   SPECIAL RULES

          1.   A Participant is a Highly Compensated Employee for a particular
               Plan Year if they meet the definition of a Highly Compensated
               Employee in effect for that Plan Year. Similarly, a Participant
               is a non-Highly Compensated Employee for a particular Plan Year
               if they do not meet the definition of a Highly Compensated
               Employee in effect for that Plan Year.

          2.   For purposes of this Plan Section 3.14, the Contribution
               Percentage for any Participant who is a Highly Compensated
               Employee and who is eligible to have Contribution Percentage
               Amounts allocated to their Individual Account under two or more
               plans described in Code Section 401(a), or arrangements described
               in Code Section 401(k) that are maintained by the Employer, shall
               be determined as if the total of such Contribution Percentage
               Amounts was made under each plan. If a Highly Compensated
               Employee participates in two or more such plans or arrangements
               that have different plan years, all Contribution Percentage
               Amounts made during the Plan Year under all such plans and
               arrangements shall be aggregated. For Plan Years beginning before
               2006, all such plans and arrangements ending with or within the
               same calendar year shall be treated as a single plan or
               arrangement. Notwithstanding the foregoing, certain plans shall
               be treated as separate if mandatorily disaggregated under
               regulations under Code Section 401(m).

          3.   In the event that this Plan satisfies the requirements of Code
               Sections 401(m), 401(a)(4) or 410(b) only if aggregated with
               one or more other plans, or if one or more other plans satisfy
               the requirements of such sections of the Code only if aggregated
               with this Plan, then this Plan Section 3.14(B)(3) shall be
               applied by determining the Contribution Percentage of Employees
               as if all such plans were a single plan. If more than 10 percent
               of the Employer's non-Highly Compensated Employees are involved
               in a plan coverage change as defined in Treasury Regulation
               1.401(m)-2(c)(4), then any adjustments to the non- Highly
               Compensated Employee ACP for the prior year will be made in
               accordance with such regulations, unless the Employer has elected
               in the Adoption Agreement to use the current-year testing method.
               Plans may be aggregated in order to satisfy Code Section 401(m)
               only if they have the same Plan Year and use the same ACP testing
               method.

          4.   For purposes of determining the Actual Contribution Percentage
               test, Nondeductible Employee Contributions are considered to have
               been made in the Plan Year in which contributed to the Fund.
               Matching Contributions and Qualified Nonelective Contributions
               will be considered made for a Plan Year if made no later than the
               end of the 12-month period beginning on the day after the close
               of the Plan Year.

          5.   The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ACP test and the amount of Qualified
               Nonelective Contributions or Qualified Matching Contributions, or
               both, used in such test.

          6.   The determination and treatment of the Contribution Percentage
               of any Participant shall satisfy such other requirements as may
               be prescribed by the Secretary of the Treasury.

          7.   If the Employer elects to take Qualified Nonelective
               Contributions into account as Contribution Percentage Amounts for
               purposes of the ACP test, then (subject to such other
               requirements as may be prescribed by the Secretary of the
               Treasury) the Employer may elect, in a uniform and
               nondiscriminatory manner, either to include all Qualified
               Nonelective Contributions in the ACP test or to include only the
               amount of such Qualified Nonelective Contributions that are
               needed to meet the ACP test.

          8.   If the Employer elects to take Elective Deferrals into account
               as Contribution Percentage Amounts for purposes of the ACP test,
               then (subject to such other requirements as may be prescribed by
               the Secretary of the Treasury) the Employer may elect, in a
               uniform and nondiscriminatory manner, either to include all
               Elective Deferrals in the ACP test or to include only the amount
               of such Elective Deferrals that are needed to meet the ACP test.

          9.   Special Rule for Early Participation- If the Plan provides for
               Matching Contributions or Nondeductible Employee Contributions
               and provides that Employees are eligible to participate with
               regard to such contributions before they have completed the
               minimum age and service requirements in Code Section
               410(a)(1)(A), and if the Plan applies Code Section 410(b)(4)(B)
               in determining whether the Plan meets the requirements in Code
               Section 410(b)(1), then in determining whether the Plan meets the
               ACP test, either:

               a.   pursuant to Code Section 401(m)(5)(C), the ACP test is
                    performed under the Plan (determined without regard to
                    disaggregation under Treasury Regulation 1.410(b)-7(c)(3)),
                    using the ACP for all eligible Highly Compensated Employees
                    for the Plan Year and the ACP of eligible non-Highly
                    Compensated Employees for the applicable year, disregarding
                    all non-Highly Compensated Employees who have not met the
                    minimum age and service requirements in Code Section
                    410(a)(1)(A); or

               b.   pursuant to Treasury Regulation 1.401(m)-1(b)(4), the Plan
                    is disaggregated into separate plans and the ACP test is
                    performed separately for all eligible Participants who have
                    completed the minimum age and service requirements in Code
                    Section 410(a)(1)(A) and for all eligible Participants who
                    have not completed the minimum age and service requirements
                    in Code Section 410(a)(1)(A).


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                                       34
<PAGE>

     C.   Notwithstanding the foregoing, the ACP test described above is
          treated as satisfied for any SIMPLE 401(k) Year in which an Eligible
          Employer maintains this Plan as a SIMPLE 401(l) Plan.

                     SECTION FOUR: VESTING AND FORFEITURES

4.01 DETERMINING THE VESTED PORTION OF PARTICIPANT INDIVIDUAL ACCOUNTS

     A.   DETERMINING THE VESTED PORTION - In determining the Vested portion of
          a Participant's Individual Account, the following rules apply.

          1.   Employer Contributions - The Vested portion of a Participant's
               Individual Account derived from Employer Contributions other than
               Elective Deferrals is determined by applying the vesting
               schedule(s) selected in the Adoption Agreement (or the vesting
               schedule(s) described in Plan Section 4.01(B) if the Plan is a
               Top-Heavy Plan). In the event that there is not a vesting
               schedule option provided in the Adoption Agreement, a Participant
               shall be fully Vested in their Individual Account at all times.
               Notwithstanding the foregoing, a Participant with accrued
               benefits derived from Matching Contributions who has not
               completed at least one Hour of Service under the Plan in a Plan
               Year beginning after December 31, 2001, shall be subject to the
               vesting schedule in effect after January 1, 2002, unless
               otherwise elected by the Employer in an amendment adopting
               provisions of the Economic Growth and Tax Relief Reconciliation
               Act of 2001 (EGTRRA).

          2.   Other Contributions - A Participant is fully Vested in their
               rollover contributions and transfer contributions (subject to the
               exceptions provided in Plan Section 3.08), Elective Deferrals,
               Deductible Employee Contributions, Nondeductible Employee
               Contributions, Qualified Matching Contributions, and Qualified
               Nonelective Contributions and any earnings thereon. No Forfeiture
               will occur solely as a result of an Employee's withdrawal of such
               contributions. Separate accounts for such contributions shall be
               maintained for each Employee, including separate accounts for
               Pre-Tax Elective Deferrals and Roth Elective Deferrals. Each
               account will be credited with the applicable contributions and
               earnings thereon.

          3.   Fully Vested Under Certain Circumstances - An Employee is fully
               Vested in their Individual Account if any of the following
               occurs:

               a.   the Employee reaches Normal Retirement Age;

               b.   the Plan is terminated or partially terminated as defined
                    by rules promulgated by the IRS; or

               c.   there exists a complete discontinuance of contributions
                    under the Plan.

               Further, unless otherwise indicated in the Adoption Agreement, an
               Employee is fully Vested if the Employee dies, incurs a
               Disability, or satisfies the conditions for Early Retirement Age
               (if applicable). Notwithstanding the foregoing, the portion of an
               Employee's Individual Account attributable to Employer Profit
               Sharing Contributions, Employer Money Purchase Pension
               Contributions, or Employer Target Benefit Pension Contributions
               that are made based on their imputed Compensation on account of
               incurring a Disability shall be fully Vested at all times. In the
               case of a partial termination, only those Employees who are
               affected by the partial termination of the Plan shall become
               fully Vested.

          4.   Participants in a Prior Plan - If a Participant was a participant
               in a Prior Plan on the Effective Date, their Vested percentage
               shall not be less than it would have been under such Prior Plan
               as computed on the Effective Date.

          5.   SIMPLE 401(k) Exception - Notwithstanding anything in this Plan
               to the contrary, all benefits attributable to contributions
               described in Plan Section 3.01(H) are nonforfeitable at all
               times, and all previous contributions made under the Plan are
               nonforfeitable as of the beginning of the SIMPLE 401(k) Year in
               which the SIMPLE 401(k) Plan is adopted.

          6.   ADP Test Safe Harbor Contribution Exception - Notwithstanding
               anything in this Plan to the contrary, all benefits attributable
               to ADP Test Safe Harbor Contributions shall be nonforfeitable at
               all times.

          7.   ACP Test Safe Harbor Matching Contributions - Notwithstanding
               anything in this Plan to the contrary, ACP Test Safe Harbor
               Matching Contributions will be Vested as indicated in the
               Matching Contributions vesting schedule in the Adoption
               Agreement, but, in any event, such contributions shall be fully
               Vested upon an Employee's attainment of Normal Retirement Age,
               upon the complete or partial termination of the Plan, or upon the
               complete discontinuance of Employer Contributions.

          8.   Government Contract Contributions - Notwithstanding anything in
               this Plan to the contrary, contributions made by an Employer
               pursuant to Plan Section 3.04(B)(3) shall be nonforfeitable at
               all times.

          A Participant shall not be fully Vested in their Individual Account
          solely on account of a transaction described in Code Section 414(1),
          except as otherwise provided therein.

     B.   MINIMUM VESTING SCHEDULE FOR TOP-HEAVY PLANS -  The following vesting
          provisions apply for any Plan Year in which this Plan is a Top-Heavy
          Plan.

          Notwithstanding the other provisions of this Plan Section 4.01 (unless
          those provisions provide for more rapid vesting), the top-heavy Vested
          portion of a Participant's Individual Account derived from Employer
          Contributions and Forfeitures is determined by applying the vesting
          schedule(s) selected in the Adoption Agreement.


                                           (C)2010 Ascensus, Inc., Brainerd, MN

                                       35
<PAGE>

          The vesting schedule(s) selected in the Adoption Agreement applies to
          all benefits within the meaning of Code Section 411 (a)(7), except for
          those benefits which are nonforfeitable under the Code (e.g.,
          Nondeductible Employee Contributions, including benefits accrued
          before the effective date of Code Section 416 and benefits accrued
          before the Plan became a Top-Heavy Plan, Elective Deferrals, Qualified
          Nonelective Contributions, Qualified Matching Contributions, and ADP
          Test Safe Harbor Contributions). Further, no decrease in a
          Participant's Vested percentage may occur in the event the Plan's
          status as a Top-Heavy Plan changes for any Plan Year. However, this
          Plan Section 4.01(B) does not apply to the Individual Account of any
          Employee who does not have an Hour of Service after the Plan has
          initially become a Top-Heavy Plan, and such Employee's Individual
          Account attributable to Employer Contributions and Forfeitures will be
          determined without regard to this Plan Section 4.01(B).

     C.   TERMINATION OF EMPLOYMENT - If a Participant incurs a Termination of
          Employment, any portion of their Individual Account which is not
          Vested shall be held in a suspense account Such suspense account shall
          share in any increase or decrease in the fair market value of the
          assets of the Fund in accordance with Plan Section 7.02(B). The
          disposition of such suspense account shall be as follows.

          1.   Cashout of Certain Terminated Participants - If the Vested value
               of a terminated Participant's Individual Account does not exceed
               $1,000 (or such other cashout level specified in the Adoption
               Agreement) the Vested value of the Participant's Individual
               Account maybe paid from the Plan pursuant to Plan Sections
               5.01(B)(1) and 5.04(A), subject to a uniform and
               non-discriminatory policy established by the Plan Administrator.
               The portion which is not Vested shall be treated as a Forfeiture
               and applied in accordance with Plan Section 3,04(C). If a
               Participant would have received the Vested portion of their
               Individual Account pursuant to the previous sentence but for the
               fact that the Participant's Vested Individual Account exceeded
               the cashout amount when the Participant terminated service, and
               if at a later time such Individual Account is reduced such that
               it is not greater than the cashout level, the Vested portion of
               the Participant's Individual Account will be paid from the Plan
               and the portion which is not Vested shall be treated as a
               Forfeiture and applied in accordance with Plan Section 3.04(C).
               For purposes of this Plan Section, if the value of the Vested
               portion of a Participant's Individual Account is zero, the
               Participant shall be deemed to have received a distribution of
               such Vested Individual Account.

          2.   Terminated Participants Who Elect to Receive Distributions If
               such terminated Participant elects to receive a distribution of
               the entire Vested portion of their Individual Account in
               accordance with Plan Section 5.01(B)(2), the portion which is not
               Vested shall be treated as a Forfeiture. Such Forfeiture shall be
               applied in accordance with Plan Section 3.04(C). If such
               terminated Participant elects to receive a partial distribution
               of their Vested Individual Account, no Forfeiture may occur until
               the Participant elects to receive the remaining portion of their
               Vested Individual Account.

          3.   Reemployed Participants Who Received Distributions - If such
               Participant is deemed to receive a distribution pursuant to Plan
               Section 4.01(C)(1) and the Participant subsequently resumes
               employment before the date the Participant incurs five
               consecutive Breaks in Vesting Service, upon the reemployment of
               such Participant, the Employer-derived Individual Account balance
               will be restored to the amount on the date of the deemed
               distribution. If such Participant receives a distribution
               pursuant to Plan Section 4.01(C)(l) or (2) and the Participant
               subsequently resumes employment, the Participant's Employer-
               derived Individual Account balance will be restored to the amount
               on the date of distribution if the Participant repays to the Plan
               the full amount of the distribution before the earlier of

               a.   five years after the first date on which the Participant is
                    subsequently re-employed by the Employer, or

               b.   the date the Participant incurs five consecutive Breaks in
                    Vesting Service following the date of the distribution.

               Any restoration of a Participant's Individual Account pursuant to
               this Plan Section 4.01(C)(3) shall be made from other
               Forfeitures, income or gain to the Fund, or contributions made by
               the Employer.

          4.   Reemployed Participants Who Did Not Receive Distributions- If
               such Participant neither receives nor is deemed to receive a
               distribution pursuant to Plan Section 4.01(C)(1) or (2) and the
               Participant returns to the service of the Employer before
               incurring five consecutive Breaks in Vesting Service, there shall
               be no Forfeiture. Rather, the amount in such suspense account
               shall be restored to such Participant's Individual Account.

     D.   VESTING BREAKS IN SERVICE

          1.   Vesting of Pre-Break Accruals - Years of Vesting Service credited
               after a Participant incurs five consecutive Breaks in Vesting
               Service shall be disregarded in determining the Vested portion of
               such Participant's Individual Account that was accrued before the
               five consecutive Breaks in Vesting Service. If a Participant who
               has neither received a distribution nor has been deemed to
               receive a distribution incurs five consecutive Breaks in Vesting
               Service, the portion of the Participant's Individual Account
               which is not Vested shall be treated as a Forfeiture and applied
               in accordance with Plan Section 3.04(C).

          2.   Vesting of Post-Break Accruals - Years of Vesting Service
               credited before a Break in Vesting Service shall apply for
               purposes of determining the Vested portion of a Participant's
               Individual Account that is accrued after such Break in Vesting
               Service.

     E.   DISTRIBUTION BEFORE FULL VESTING

          If a distribution is made to a Participant who was not then fully
          Vested in their Individual Account derived from Employer
          Contributions, and if the Participant may increase their Vested
          percentage in their Individual Account, then the following rules shall
          apply:

          1.   a separate account will be established for the Participant's
               interest in the Plan as of the time of the distribution, and


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<PAGE>

          2.   at any relevant time, the Participant's Vested portion of the
               separate account will be equal to an amount ("X") determined in
               accordance with the standard formula described below unless the
               Employer chooses, in a uniform and nondiscriminatory manner, to
               apply the alternative formula.

               Standard Formula: X=P (AB + (R x D)) - (R x D)

               Alternative Formula: X=P (AB+D) - D

          For purposes of the standard and alternative formulas described above,
          "P" is the Vested percentage at the relevant time; "AB" is the
          separate account balance at the relevant time; "D" is the amount of
          the distribution; and "R" is the ratio of the separate account balance
          at the relevant time to the separate account balance after
          distribution.

4.02 100 PERCENT VESTING OF CERTAIN CONTRIBUTIONS

     The Participant's accrned benefit derived from Elective Deferrals,
     Qualified Nonelective Contributions, ADP Test Safe Harbor Contributions,
     Nondeductible Employee Contributions, and Qualified Matching Contributions
     is nonforfeitable. Separate accounts for Pre-Tax Elective Deferrals, Roth
     Elective Deferrals, Qualified Nonelective Contributions, Nondeductible
     Employee Contributions, Matching Contributions, and Qualified Matching
     Contributions will be maintained for each Participant. Each account will be
     credited with the applicable contributions and earnings thereon.

4.03 FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS

     Matching Contributions, other than Qualified Matching Contributions, shall
     be Vested in accordance with the vesting schedule for Matching
     Contributions in the Adoption Agreement. In any event, an Employee's
     Matching Contributions shall be fully Vested at Normal Retirement Age, upon
     the complete or partial termination of the Plan, or upon the complete
     discontinuance of Employer Contributions. Notwithstanding any other
     provisions of the Plan, Matching Contributions or Qualified Matching
     Contributions must be forfeited if the contributions to which they relate
     are Excess Elective Deferrals (unless the Excess Elective Deferrals are for
     non-Highly Compensated Employees, in which event the Plan Administrator
     shall have discretion as to whether such amounts will be forfeited), Excess
     Contributions, Excess Aggregate Contributions or Excess Annual Additions
     which are distributed pursuant to Plan Section 3.1 2(A)(4)(c). Such
     Forfeitures shall be allocated in accordance with Plan Section 3.04(C).

     When a Participant incurs a Termination of Employment, whether a Forfeiture
     arises with respect to Matching Contributions shall be determined in
     accordance with Plan Section 4.01(C).

             SECTION FIVE: DISTRIBUTIONS AND LOANS TO PARTICIPANTS

5.01 DISTRIBUTIONS

     A.   ELIGIBILITY FOR DISTRIBUTIONS

          1.   Entitlement to Distribution - The Vested portion of a
               Participant's Individual Account attributable to Employer
               Contributions (including ACP Test Safe Harbor Matching
               Contributions) other than those described in Plan Section
               5.01(A)(2) shall be distributable to the Participant upon 1) the
               Participant satisfying the distribution eligibility requirements
               specified in the Adoption Agreement, 2) the Participant's
               Termination of Employment after attaining Normal Retirement Age,
               3) the termination of the Plan, and 4) if the Plan designates an
               Early Retirement Age, the Participant's Termination of Employment
               after satisfying any Early Retirement Age conditions. If a
               Participant separates from service before satisfying the Early
               Retirement Age requirement, but has satisfied the service
               requirement, the Participant will be entitled to elect an early
               retirement benefit upon satisfying such age requirement. With
               respect to item 1) above, if the Adoption Agreement does not
               allow an Employer to specify distribution eligibility
               requirements, the Vested portion of a Participant's Individual
               Account shall be distributable to the Participant upon the
               Participant's Termination of Employment, attainment of Normal
               Retirement Age, Disability, attainment of age 59 1/2, or the
               termination of the Plan. If a Participant who is entitled to a
               distribution is not legally competent to request or consent to a
               distribution, the Participant's court-appointed guardian, an
               attorney in fact acting under a valid power of attorney, or any
               other individual or entity authorized under state law to act on
               behalf of the Participant, may request and accept a distribution
               of the Vested portion of a Participant's Individual Account under
               this Plan Section 5.01(A).

          2.   Special Requirements For Certain 401(k) Contributions - Elective
               Deferrals, Qualified Nonelective Contributions, Qualified
               Matching Contributions, and income allocable to each are not
               distributable to a Participant or their Beneficiary or
               Beneficiaries, in accordance with such Participant's or
               Beneficiaries' election, earlier than upon the Participant's
               Severance from Employment (separation from service for Plan Years
               beginning before 2002), death, or Disability, except as listed
               below.

               Such amounts may also be distributed upon any one of the
               following events:

               a.   termination of the Plan without the establishment of
                    another defined contribution plan, other than an employee
                    stock ownership plan (as defined in Code Section 4975(e) or
                    Code Section 409), a simplified employee pension plan (as
                    defined in Code Section 408(k)), a SIMPLE IRA Plan (as
                    defined in Code Section 408(p)), a plan or contract
                    described in Code Section 403(b), or a plan described in
                    Code Section 457(b) or (f) at any time during the period
                    beginning on the date of Plan termination and ending twelve
                    months after all assets have been distributed from the Plan;


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               b.   for Plan Years before 2002, disposition by a corporation to
                    an unrelated corporation of substantially all of the assets
                    (within the meaning of Code Section 409(d)(2)) used in a
                    trade or business of such corporation if such corporation
                    continues to maintain this Plan after the disposition, but
                    only with respect to Employees who continue employment with
                    the corporation acquiring such assets;

               c.   for Plan Years before 2002, disposition by a corporation to
                    an unrelated entity of such corporation's interest in a
                    subsidiary (within the meaning of Code Section 409(d)(3)) if
                    such corporation continues to maintain this Plan, but only
                    with respect to Employees who continue employment with such
                    subsidiary;

               d.   attainment of age 59 1/2 in the case of a profit sharing
                    plan, if elected in the Adoption Agreement. Notwithstanding
                    the foregoing, where no election is available in the
                    Adoption Agreement, distribution of Elective Deferrals shall
                    be permitted upon the attainment of age 59 1/2; or

               e.   existence of a hardship incurred by the Participant as
                    described in Plan Section 5.01 (C)(2)(b), if elected in the
                    Adoption Agreement. Notwithstanding the foregoing, where no
                    election is available in the Adoption Agreement,
                    distribution of Elective Deferrals shall be permitted upon
                    the existence of a hardship as described in Plan Section
                    5.01(C)(2)(b).

               All distributions that may be made pursuant to one or more of the
               foregoing distribution eligibility requirements are subject to
               the spousal and Participant consent requirements (if applicable)
               contained in Code Section 401(a)(11) and 417. In addition,
               distributions which are triggered by either a., b., or c. above
               must be made in a lump sum.

               Notwithstanding the foregoing, ADP Test Safe Harbor Contributions
               may not be distributed earlier than Severance from Employment,
               death, Disability, an event described in Code Section 401 (k)
               (10), or, in the case of a profit sharing plan, the attainment of
               age 59 1/2.

               For years beginning after 2005, if both Pre-Tax Elective
               Deferrals and Roth Elective Deferrals were made for the year, the
               Plan Administrator, in a uniform and nondiscriminatory manner,
               may establish operational procedures, including ordering rules as
               permitted under the law and related regulations, which specify
               whether distributions, including corrective distributions of
               Excess Elective Deferrals, Excess Contributions, Excess Aggregate
               Contributions, or Excess Annual Additions, will consist of a
               Participant's Pre-Tax Elective Deferrals, Roth Elective
               Deferrals, or a combination of both, to the extent such type of
               Elective Deferral was made for the year. The operational
               procedures may include an option for Participants to designate
               whether the distribution is being made from Pre-Tax or Roth
               Elective Deferrals.

          3.   Distribution Request: When Distributed- A Participant or
               Beneficiary entitled to a distribution who wishes to receive a
               distribution must submit a request (either in writing or in any
               other form permitted under rules promulgated by the IRS and DOL)
               to the Plan Administrator. If required in writing, such request
               shall be made upon a form provided or approved by the Plan
               Administrator. Upon a valid request, the Plan Administrator shall
               direct the Trustee (or Custodian, if applicable) to commence
               distribution as soon as administratively feasible after the
               request is received, except as otherwise provided in the Adoption
               Agreement.

               Distributions will be made based on the value of the Vested
               portion of the Individual Account available at the time of actual
               distribution. To the extent the distribution request is for an
               amount greater than the Individual Account, the Trustee (or
               Custodian, if applicable) shall be entitled to distribute the
               entire Vested portion of the Individual Account.

     B.   DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

          1.   Individual Account Balances Less Than or Equal to Cashout
               Level-If the value of the Vested portion of a Participant's
               Individual Account does not exceed the cashout level, the
               following rules shall apply regarding Plan Section 4.01(C)(1). If
               the value of the Vested portion of a Participant's Individual
               Account does not qualify as an Eligible Rollover Distribution,
               distribution from the Plan may be made to the Participant in a
               single lump sum in lieu of all other forms of distribution under
               the Plan following the Participant's Termination of Employment in
               accordance with a uniform and nondiscriminatory operational
               schedule established by the Plan Administrator. If the value of
               the Vested portion of a Participant's Individual Account does not
               exceed $1,000 and qualifies as an Eligible Rollover Distribution,
               and the Participant does not elect to have such distribution paid
               directly to an Eligible Retirement Plan specified by the
               Participant in a Direct Rollover or to receive the distribution
               in accordance with this Section Five of the Plan, distribution
               shall be made to the Participant in a single lump sum in lieu of
               all other forms of distribution under the Plan, unless specified
               otherwise in the Adoption Agreement. If the value of the Vested
               portion of a Participant's Individual Account exceeds $1,000 and
               qualifies as an Eligible Rollover Distribution, and if the
               Participant does not elect to have such distribution paid
               directly to an Eligible Retirement Plan specified by the
               Participant in a Direct Rollover or to receive the distribution
               in accordance with this Section Five of the Plan, distribution
               shall be paid by the Plan Administrator in a Direct Rollover to
               an individual retirement arrangement (as described in Code
               Section 408(a), 408(b) or 408A) designated by the Plan
               Administrator. Notwithstanding the foregoing, if the Participant
               is reemployed by the Employer before the occurrence of the
               distribution, no distribution will be made under this paragraph.

               The value of the Participant's Vested Individual Account for
               purposes of this paragraph shall be determined by including
               rollover contributions (and earnings allocable thereto) within
               the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8),
               408(d)(3)(a)(ii), and 457(e)(16).

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<PAGE>

          2.   Individual Account Balances Exceeding Cashout Level- If
               distribution in the form of a Qualified Joint and Survivor
               Annuity is required with respect to a Participant and either the
               value of the Participant's Vested Individual Account exceeds the
               cashout level or there are remaining payments to be made with
               respect to a particular distribution option that previously
               commenced, and if the Individual Account is immediately
               distributable, the Participant must consent to any distribution
               of such Individual Account.

               If distribution in the form of a Qualified Joint and Survivor
               Annuity is not required with respect to a Participant and the
               value of such Participant's Vested Individual Account exceeds the
               cashout level, and if the Individual Account is immediately
               distributable, the Participant must consent to any distribution
               of such Individual Account.

               The consent of the Participant and the Participant's Spouse shall
               be obtained (either in writing or in any other form permitted
               under rules promulgated by the IRS and DOL) within the 90-day
               period ending on the Annuity Starting Date. The Plan
               Administrator shall notify the Participant and the Participant's
               Spouse of the right to defer any distribution until the
               Participant's Individual Account is no longer immediately
               distributable. Such notification shall include a general
               description of the material features, and an explanation of the
               relative values of the optional forms of benefit available under
               the Plan in a manner that would satisfy the notice requirements
               of Code Section 417(a)(3), and shall be provided no less than 30
               days and no more than 90 days before the Annuity Starting Date.

               If a distribution is one to which Code Sections 401(a)(11) and
               417 do not apply, such distribution may commence less than 30
               days after the notice required in Treasury Regulation
               1.411(a)-11(c) is given, provided that:

               i.   the Plan Administrator clearly informs the Participant that
                    the Participant has a right to a period of at least 30 days
                    after receiving the notice to consider the decision of
                    whether or not to elect a distribution (and, if applicable,
                    a particular distribution option), and

               ii.  the Participant, after receiving the notice, affirmatively
                    elects a distribution.

               Notwithstanding the foregoing, only the Participant need consent
               to the commencement of a distribution which is either made in the
               form of a Qualified Joint and Survivor Annuity or is made from a
               Plan which meets the Retirement Equity Act safe harbor rules of
               Plan Section 5.10(E), while the Individual Account is immediately
               distributable. Neither the consent of the Participant nor the
               Participant's Spouse shall be required to the extent that a
               distribution is required to satisfy Code Section 401(a)(9) or
               Code Section 415. In addition, upon termination of this Plan, if
               the Plan does not offer an annuity option (purchased from a
               commercial provider), the Participant's Individual Account may,
               without the Participant's consent, be distributed to the
               Participant or transferred to another defined contribution plan
               (other than an employee stock ownership plan as defined in Code
               Section 4975(e)(7)) within the same controlled group.

               An Individual Account is immediately distributable if any part of
               the Individual Account could be distributed to the Participant
               (or surviving Spouse) before the Participant attains or would
               have attained (if not deceased) the later of Normal Retirement
               Age or age 62.

          3.   Distribution Before Attainment of Normal Retirement Age - A
               Participant who has incurred a Termination of Employment
               before attaining Normal Retirement Age may elect to receive a
               distribution with regard to Matching Contributions, Employer
               Profit Sharing Contributions, Employer Money Purchase Pension
               Contributions, and Employer Target Benefit Pension Contributions
               as applicable, unless specified otherwise in the Adoption
               Agreement. A Participant who has incurred a Severance from
               Employment before attaining Normal Retirement Age may elect to
               receive a distribution with regard to Qualified Matching
               Contributions, Elective Deferrals, Qualified Nonelective
               Contributions and ADP Test Safe Harbor Contributions unless
               specified otherwise in the Adoption Agreement.

     C.   DISTRIBUTIONS DURING EMPLOYMENT

          1.   In-Service Withdrawals - If this is a profit sharing plan, unless
               the Adoption Agreement provides otherwise, a Participant who is
               not otherwise eligible to receive a distribution of their
               Individual Account may elect to receive an in-service
               distribution of all or part of the Vested portion of their
               Individual Account attributable to Employer Contributions other
               than those described in Plan Sections 5.01(A)(2) and
               5.01(C)(2)(b), subject to the requirements of Plan Section 5.10
               and further subject to the following limits.

               a.   Participant for five or more years - An Employee who has
                    been a Participant in the Plan for five or more years may
                    withdraw up to the entire Vested portion of their Individual
                    Account.

               b.   Participant for less than five years - Except as otherwise
                    provided in the Adoption Agreement, an Employee who has been
                    a Participant in the Plan for less than five years may
                    withdraw only the amount which has been in their Individual
                    Account attributable to Employer Contributions for at least
                    two full Plan Years, measured from the date such
                    contributions were allocated.

          2.   Hardship Withdrawals

               a.   Hardship Withdrawals of Matching Contributions and Employer
                    Profit Sharing Contributions - If this is a profit sharing
                    plan, then notwithstanding Plan Section 5.01(C)(1) (unless
                    the Adoption Agreement provides otherwise) a Participant may
                    elect to receive a hardship distribution of all or part of
                    the Vested portion of their Individual Account attributable
                    to Employer Contributions other than those described in Plan
                    Section 5.01(A)(2), subject to the requirements of Plan
                    Section 5.10.


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<PAGE>

                    For purposes of this Section 5.01(C)(2)(a), hardship is
                    defined as an immediate and heavy financial need of the
                    Participant where such Participant lacks other available
                    resources. Except as otherwise provided in the Adoption
                    Agreement, financial needs considered immediate and heavy
                    include, but are not limited to, 1) expenses incurred or
                    necessary for medical care, described in Code Section 2
                    13(d), of the Employee, the Employee's Spouse or dependents,
                    2) the purchase (excluding mortgage payments) of a principal
                    residence for the Employee, 3) payment of tuition and
                    related educational fees for the next 12 months of
                    post-secondary education for the Employee, the Employee's
                    spouse, children or dependents, 4) payment to prevent the
                    eviction of the Employee from, or a foreclosure on the
                    mortgage of, the Employee's principal residence, 5) for
                    Plan Years after 2005, funeral or burial expenses for the
                    Participant's deceased parent, Spouse, child or dependent,
                    and 6) for Plan Years after 2005, payment to repair damage
                    to the Employee's principal residence that would qualify for
                    a casualty loss deduction under Code Section 165 (determined
                    without regard to whether the loss exceeds 10 percent of
                    adjusted gross income).

                    A distribution will be considered necessary to satisfy an
                    immediate and heavy financial need of the Employee only if

                    (1)  the Employee has obtained all distributions, other
                         than hardship distributions, and all nontaxable loans
                         available under all plans maintained by the Employer,

                    (2)  the distribution is not in excess of the amount of an
                         immediate and heavy financial need (including amounts
                         necessary to pay any federal, state, or local income
                         taxes or penalties reasonably anticipated to result
                         from the distribution).

               b.   Hardship Withdrawals of Elective Deferrals - Unless the
                    Adopting Employer has elected otherwise in the Adoption
                    Agreement, distribution of Elective Deferrals (including
                    Qualified Nonelective Contributions and Qualified Matching
                    Contributions that are treated as Elective Deferrals and any
                    earnings credited to a Participant's account as of the later
                    of December 31, 1988, and the end of the last Plan Year
                    ending before July 1, 1989) may be made to a Participant in
                    the event of hardship. For the purposes of this Section
                    5.01(C)(2)(b), hardship is defined as an immediate and heavy
                    financial need of the Employee where the distribution is
                    needed to satisfy the immediate and heavy financial need of
                    such Employee. Hardship distributions are subject to the
                    spousal consent requirements contained in Code Sections
                    401(a)(11) and 417, if applicable.

                    For purposes of determining whether a Participant has a
                    hardship, rules similar to those described in Plan Section
                    5.01(C)(2)(a) shall apply except that only the listed
                    financial needs shall be considered. In addition, a
                    distribution will be considered as necessary to satisfy an
                    immediate and heavy financial need of the Employee only if

                    (1)  all plans maintained by the Employer provide that the
                         Employee's Elective Deferrals (and Nondeductible
                         Employee Contributions) will be suspended for six
                         months (12 months for hardship distributions before
                         2002) after the receipt of the hardship distribution;
                         and

                    (2)  for hardship distributions before 2002, all plans
                         maintained by the Employer provide that the Employee
                         may not make Elective Deferrals for the Employee's
                         taxable year immediately following the taxable year of
                         the hardship distribution in excess of the applicable
                         limit under Code Section 402(g) for such taxable year
                         less the amount of such Employee's Elective Deferrals
                         for the taxable year of the hardship distribution.

     D.   MISCELLANEOUS DISTRIBUTION ISSUES

          1.   Distribution of Rollover, Transfer, and Nondeductible Employee
               Contributions- The following rules shall apply with respect to
               entitlement to distribution of rollover and transfer
               contributions and Nondeductible Employee Contributions.

               a.   Entitlement to Distribution - If no election is available
                    in the Adoption Agreement, rollover contributions (including
                    rollovers of Nondeductible Employee Contributions) and
                    earnings thereon may be distributed at any time upon
                    request. If the Adopting Employer specifies in the Adoption
                    Agreement that Rollover contributions may not be distributed
                    at any time, such contributions will be subject to the
                    Plan's provisions governing distributions of either Employer
                    Profit Sharing Contributions (if this Plan is a profit
                    sharing plan), Employer Money Purchase Pension Contributions
                    (if this Plan is a money purchase pension plan), or Employer
                    Target Benefit Pension Contributions (if this Plan is a
                    target benefit pension plan). If the Adopting Employer
                    specifies in the Adoption Agreement that transfer
                    contributions may be distributed at any time or if no
                    election is available in the Adoption Agreement, transfer
                    contributions may be distributed at any time upon request
                    subject to the restrictions below and any other restrictions
                    required by either the Code or applicable regulations. If
                    the Adopting Employer specifies in the Adoption Agreement
                    that transfer contributions may not be distributed at
                    any time, such contributions will be subject to the Plan's
                    provisions governing distributions of either Employer Profit
                    Sharing Contributions (if this is a profit sharing plan),
                    Employer Money Purchase Pension Contributions (if this Plan
                    is a money purchase pension plan), or Employer Target
                    Benefit Pension Contributions (if this Plan is a target
                    benefit pension plan). Notwithstanding the foregoing, to the
                    extent that any optional form of benefit under this Plan
                    permits a distribution before the Employee's retirement,
                    death, Disability, attainment of Normal Retirement Age, or
                    Termination of Employment, and before Plan termination, the
                    optional form of benefit is not available with respect to
                    benefits attributable to assets (including the post-transfer
                    earnings thereon) and liabilities that are transferred
                    (within the meaning of Code Section 414(1)) to this Plan
                    from a money purchase pension plan or a target benefit
                    pension plan qualified under Code Section 401(a) (other
                    than any portion of those assets and liabilities
                    attributable to voluntary employee contributions). In
                    addition, if such transfers consist of Elective Deferrals or
                    amounts treated as Elective Deferrals (including earnings
                    thereon) from a 401(k) plan, the assets transferred shall
                    continue to be subject to the distribution restrictions
                    under Code Sections 401(k)(2) and 401(k)(10), unless
                    otherwise provided in the Adoption Agreement


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               A Participant may at any time, and upon a request submitted to
               the Plan Administrator (either in writing or in any other form
               permitted under rules promulgated by the IRS and DOL), withdraw
               an amount from their Individual Account attributable to
               Nondeductible Employee Contributions (including earnings
               thereon). In the event the portion of a Participant's Individual
               Account attributable to Nondeductible Employee Contributions
               experiences a loss such that the amount remaining in such
               subaccount is less than the amount of Nondeductible Employee
               Contributions made by the Participant, the maximum amount which
               the Participant may withdraw is an amount equal to the remaining
               portion of the Participant's Individual Account attributable to
               Nondeductible Employee Contributions. Subject to Plan Section
               5.10, Joint and Survivor Annuity Requirements (if applicable),
               the Participant may withdraw any part of the Deductible Employee
               Contribution account by delivering an application (either in
               writing or in any other form permitted under rules promulgated by
               the IRS and DOL) to the Plan Administrator.

          b.   Direct Rollovers of Eligible Rollover Distributions -
               Notwithstanding any provision of the Plan to the contrary that
               would otherwise limit a Recipient's election under this Plan
               Section 5.01(D)(1)(b), a Recipient may elect, at the time and in
               the manner prescribed by the Plan Administrator, to have any
               portion of an Eligible Rollover Distribution that is equal to at
               least $500 (or such lesser amount if the Plan Administrator
               permits in a uniform and nondiscriminatory manner) paid directly
               to an Eligible Retirement Plan specified by the Recipient in a
               Direct Rollover.

          2.   Option to Limit Frequency of In-Service Distributions- If this
               is a profit sharing plan and the Adopting Employer has elected to
               limit the number of in-service distributions in the Adoption
               Agreement, then a Participant will be permitted only the number
               of in-service distributions indicated in the Adoption Agreement
               during the course of such Participant's employment with the
               Employer. The amount which the Participant can withdraw will be
               limited to the lesser of the amount determined under the limits
               set forth in Plan Section 5.0 1(C) or the percentage of the
               Participant's Individual Account specified by the Adopting
               Employer in the Adoption Agreement. Distributions under this
               Section 5.01(D)(2) will be subject to the requirements of Plan
               Section 5.10.

          3.   Commencement of Benefits- Notwithstanding any other provision,
               unless the Participant elects otherwise, distribution of benefits
               will begin no later than the 60th day after the latest of the
               close of the Plan Year in which

               a.   the Participant attains age 65 (or Normal Retirement Age,
                    if earlier),

               b.   the Participant reaches the 10th anniversary of the year in
                    which the Participant commenced participation in the Plan,
                    or

               c.   the Participant incurs a Termination of Employment.

               Notwithstanding the foregoing, the failure of a Participant (and
               Spouse, if applicable) to consent to a distribution while a
               benefit is immediately distributable, within the meaning of Plan
               Section 5.01(B)(2), shall be deemed to be an election to defer
               commencement of payment of any benefit sufficient to satisfy this
               Plan Section 5.01(D)(3).

5.02 FORM OF DISTRIBUTION TO A PARTICIPANT

     If the value of the Vested portion of a Participant's Individual Account
     exceeds $1,000 and the Participant has properly waived the Qualified Joint
     and Survivor Annuity (if applicable), as described in Plan Section 5.10,
     the Participant may request (either in writing or in any other form
     permitted under rules promulgated by the IRS and DOL) that the Vested
     portion of their Individual Account be paid to them in one or more of the
     following forms of payment, unless specified otherwise in the Adoption
     Agreement: 1) in a lump sum, 2) in a partial payment, 3) in installment
     payments over a period not to exceed the Life Expectancy of the Participant
     or the joint and last survivor Life Expectancy of the Participant and their
     designated Beneficiary, or 4) applied to the purchase of an annuity
     contract.

     Notwithstanding anything in this Plan Section 5.02 to the contrary, a
     Participant cannot elect payments in the form of a life annuity if the
     Retirement Equity Act safe harbor rules of Plan Section 5.10(E) apply.

5.03 DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT

     A.   DESIGNATION OF BENEFICIARY - SPOUSAL CONSENT - Each Participant may
          designate, on a form provided or approved by and delivered to the Plan
          Administrator, one or more primary and contingent Beneficiaries to
          receive all or a specified portion of the Participant's Individual
          Account in the event of their death. A Participant may change or
          revoke such Beneficiary designation by completing and delivering the
          proper form to the Plan Administrator. If the Participant designates a
          Spouse Beneficiary and the individual later ceases to be a Spouse,
          such designation of the individual who becomes an ex-spouse (other
          than by death) will be deemed void and the ex-spouse shall have no
          rights as a Beneficiary unless redesignated as a Beneficiary by the
          Participant subsequent to becoming an ex-spouse.

          In the event that a Participant wishes to designate a primary
          Beneficiary who is not their Spouse, their Spouse must consent (either
          in writing or in any other form permitted under rules promulgated by
          the IRS and DOL) to such designation, and the Spouse's consent must
          acknowledge the effect of such designation and be witnessed by a
          notary public or plan representative. Notwithstanding this consent
          requirement, if the Participant establishes to the satisfaction of the
          Plan Administrator that such consent may not be obtained because there
          is no Spouse or the Spouse cannot be located, no consent shall be
          required. In addition, if the Spouse is legally incompetent to give
          consent, the Spouse's legal guardian, even if the guardian is the
          Participant, may give consent. If the Participant is legally separated
          or the Participant has been abandoned (within the meaning of local
          law) and the Participant has a court order to such effect, spousal
          consent is not required unless a Qualified Domestic Relations Order
          provides otherwise. Any change of Beneficiary will require a new
          spousal consent to the extent required by the Code or Treasury
          Regulations.


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<PAGE>

     B.   PAYMENT TO BENEFICIARY - If a Participant dies before the
          Participant's entire Individual Account has been paid to them, such
          deceased Participant's Individual Account shall be payable to any
          surviving Beneficiary designated by the Participant, or, if no
          Beneficiary survives the Participant, to the Participant's Spouse, or,
          where no Spouse exists, to the Participant's estate. If the
          Beneficiary is a minor, distribution will be deemed to have been made
          to such Beneficiary if the portion of the Participant's Individual
          Account to which the Beneficiary is entitled is paid to their legal
          guardian or, if applicable, to their custodian under the Uniform Gifts
          to Minors Act or the Uniform Transfers to Minors Act. If a Beneficiary
          is not a minor but is not legally competent to request or consent to a
          distribution, distributions will be deemed to have been made to such
          Beneficiary if the portion of the Participant's Individual Account to
          which the Beneficiary is entitled is paid to the Participant's
          court-appointed guardian, an attorney in fact acting under a valid
          power of attorney, or any other individual or entity authorized under
          state law to act on behalf of the Beneficiary.

     C.   DISTRIBUTION REQUEST: WHEN DISTRIBUTED - A Beneficiary of a deceased
          Participant entitled to a distribution who wishes to receive a
          distribution must submit a request (either in writing or in any other
          form permitted under rules promulgated by the IRS and DOL) to the Plan
          Administrator. If required in writing, such request shall be made on a
          form provided or approved by the Plan Administrator. Upon a valid
          request, the Plan Administrator shall direct the Trustee (or
          Custodian, if applicable) to commence distribution as soon as
          administratively feasible after the request is received, except as
          otherwise provided in the Adoption Agreement.

5.04 FORM OF DISTRIBUTION TO BENEFICIARIES

     A.   VALUE OF INDIVIDUAL ACCOUNT DOES NOT EXCEED $5,000 - If the value of
          the Vested portion of a Participant's Individual Account does not
          exceed $5,000, the value of the Vested portion of a Participant's
          Individual Account may be made to the Beneficiary in a single lump sum
          in lieu of all other forms of distribution under the Plan, as soon as
          administratively feasible.

          The value of the Participant's Vested Individual Account for purposes
          of this paragraph shall be determined by including rollover
          contributions (and earnings allocable thereto) within the meaning of
          Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and
          457(e)(16).

     B.   VALUE OF INDIVIDUAL ACCOUNT EXCEEDS $5,000 - If the value of the
          Vested portion of a Participant's Individual Account exceeds $5,000,
          the preretirement survivor annuity requirements of Plan Section 5.10
          shall apply unless waived in accordance with that Plan Section 5.10 or
          unless the Retirement Equity Act safe harbor rules of Plan Section
          5.10(E) apply. However, a surviving Spouse Beneficiary may elect any
          form of payment allowable under the Plan in lieu of the preretirement
          survivor annuity. Any such payment to the surviving Spouse must meet
          the requirements of Plan Section 5.05.

     C.   OTHER FORMS OF DISTRIBUTION TO BENEFICIARY - If the value of a
          Participant's Individual Account exceeds $5,000, and the Participant
          has properly waived the preretirement survivor annuity, as described
          in Plan Section 5.10 (if applicable), or if the Beneficiary is the
          Participant's surviving Spouse, the Beneficiary may, subject to the
          requirements of Plan Section 5.05, request (either in writing or in
          any other form permitted under rules promulgated by the IRS and DOL)
          that the Participant's Individual Account be paid in any form of
          distribution permitted to be taken by the Participant under this Plan
          other than applying the Individual Account toward the purchase of an
          annuity contract, Notwithstanding the foregoing, installment payments
          to a Beneficiary cannot be made over a period exceeding the Life
          Expectancy of such Beneficiary.

5.05 REQUIRED MINIMUM DISTRIBUTION REQUIREMENTS

     A.   GENERAL RULES

          1.   Subject to Plan Section 5.10, the requirements of this Section
               shall apply to any distribution of a Participant's interest and
               will take precedence over any inconsistent provisions of this
               Plan. Unless otherwise specified, the provisions of Plan Section
               5.05 apply to calendar years beginning after December 31, 2002.

          2.   All distributions required under this Plan Section 5.05 shall be
               determined and made in accordance with Treasury Regulation 1
               .401(a)(9), including the minimum distribution incidental benefit
               requirement of Code Section 401(a)(9)(G).

          3.   Limits on Distribution Periods - As of the first Distribution
               Calendar Year, distributions to a Participant, if not made in a
               single sum, may only be made over one of the following periods
               (or a combination thereof):

               a.   the life of the Participant,

               b.   the joint lives of the Participant and a designated
                    Beneficiary,

               c.   a period certain not extending beyond the Life Expectancy
                    of the Participant, or

               d.   a period certain not extending beyond the joint life and
                    last survivor expectancy of the Participant and a Designated
                    Beneficiary.


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<PAGE>

     B.   TIME AND MANNER OF DISTRIBUTION

          1.   Required Beginning Date- The Participant's entire interest will
               be distributed, or begin to be distributed, to the Participant no
               later than the Participant's Required Beginning Date.

               For purposes of this Plan Section 5.05(B) and Plan Section
               5.05(D), unless Plan Section 5.05(D)(2)(a)(iii) applies,
               distributions are considered to begin on the Participant's
               Required Beginning Date. If Plan Section 5.05(D)(2)(a)(iii)
               applies, distributions are considered to begin on the date
               distributions are required to begin to the surviving Spouse under
               Plan Section 5.05(D)(2)(a)(i). If distributions under an annuity
               purchased from an insurance company irrevocably commence to the
               Participant before the Participant's Required Beginning Date (or
               to the Participant's surviving Spouse before the date
               distributions are required to begin to the surviving Spouse in
               Plan Section 5.05(D)(2)(a)(i)), the date distributions are
               considered to begin is the date distributions actually commence.

               Except as provided in the Adoption Agreement (or in a separate
               IRS model amendment, if applicable), Participants or
               Beneficiaries may elect on an individual basis whether the
               five-year rule or the life expectancy rule in Plan Section
               5.05(D) applies to distributions after the death of a Participant
               who has a Designated Beneficiary, The election must be made no
               later than the earlier of September 30 of the calendar year in
               which distribution would be required to begin in this Plan
               Section 5.05(B), or by September 30 of the calendar year which
               contains the fifth anniversary of the Participant's (or, if
               applicable, surviving Spouse's) death. If neither the Participant
               nor the Beneficiary makes an election under this paragraph,
               distributions will be made in accordance with this Plan Section
               5.05(B) and Plan Section 5.05(D) and, if applicable, the election
               in the Adoption Agreement (or in a separate IRS model amendment,
               if applicable).

          2.   Forms of Distribution- Unless the Participant's interest is
               distributed in the form of an annuity purchased from an insurance
               company or in a single sum on or before the Required Beginning
               Date, as of the first Distribution Calendar Year distributions
               will be made in accordance with Plan Section 5.05(C) and Plan
               Section 5.05(D). 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 Section 401(a)(9) and the related Treasury
               Regulations.

     C.   REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

          1.   Amount of Required Minimum Distribution for Each Distribution
               Calendar Year- During the Participant's lifetime, the minimum
               amount that will be distributed for each Distribution Calendar
               Year is the lesser of

               a.   the quotient obtained by dividing the Participant's Benefit
                    by the distribution period in the Uniform Lifetime Table set
                    forth in Treasury Regulation 1,401 (a)(9)-9, Q&A-2, using
                    the Participant's age as of the Participant's birthday in
                    the Distribution Calendar Year; or

               b.   if the Participant's sole Designated Beneficiary for the
                    Distribution Calendar Year is the Participant's Spouse, the
                    quotient obtained by dividing the Participant's Benefit by
                    the number in the Joint and Last Survivor Table set forth in
                    Treasury Regulation 1.401(a)(9)-9, Q&A-3, using the
                    Participant's and Spouse's attained ages as of the
                    Participant's and Spouse's birthdays in the Distribution
                    Calendar Year.

          2.   Lifetime Required Minimum Distributions Continue Through Year of
               Participant's Death- Required minimum distributions will be
               determined under this Plan Section 5.05(C) beginning with the
               first Distribution Calendar Year and up to and including the
               Distribution Calendar Year that includes the Participant's date
               of death.

     D.   REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

          1.   Death On or After Date Distributions Begin

               a.   Participant Survived by Designated Beneficiary - If the
                    Participant dies on or after the date distributions begin
                    and there is a Designated Beneficiary, the minimum amount
                    that will be distributed for each Distribution Calendar Year
                    after the year of the Participant's death is the quotient
                    obtained by dividing the Participant's benefit by the longer
                    of the remaining Life Expectancy of the Participant or the
                    remaining Life Expectancy of the Participant's Designated
                    Beneficiary, determined as follows:

                    i.   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.  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 Distribution Calendar Year after
                         the year of the Participant's death using the surviving
                         Spouse's age as of the Spouse's birthday in that year.
                         For Distribution Calendar Years 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. 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 Designated Beneficiary
                         in the year following the year of the Participant's
                         death, reduced by one for each subsequent year.


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<PAGE>

               b.   No Designated Beneficiary - If the Participant dies on or
                    after the date distributions begin and there is no
                    Designated Beneficiary as of September 30 of the year after
                    the year of the Participant's death, the minimum amount that
                    will be distributed for each Distribution Calendar Year
                    after the year of the Participant's death is the quotient
                    obtained by dividing the Participant's benefit 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.

          2.   Death Before Date Distributions Begin

               a.   Participant Survived by Designated Beneficiary - Except as
                    provided in the Adoption Agreement (or in a separate IRS
                    model amendment, if applicable), if the Participant dies
                    before the date distributions begin and there is a
                    Designated Beneficiary, the minimum amount that will be
                    distributed for each Distribution Calendar Year after the
                    year of the Participant's death is the quotient obtained by
                    dividing the Participant's benefit by the remaining Life
                    Expectancy of the Participant's Designated Beneficiary,
                    determined as provided in Section 5.05(D)(l).

                    i.   If the Participant's surviving Spouse is the
                         Participant's sole Designated Beneficiary, then, except
                         as provided in the Adoption Agreement (or in a separate
                         IRS model amendment, if applicable), distributions to
                         the surviving Spouse will begin by December 31 of the
                         calendar year 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 701/2, if later.

                    ii.  If the Participant's surviving Spouse is not the
                         Participant's sole Designated Beneficiary, then, except
                         as provided in the Adoption Agreement (or in a separate
                         IRS model amendment, if applicable), distributions to
                         the Designated Beneficiary will begin by December 31 of
                         the calendar year immediately following the calendar
                         year in which the Participant died.

                    iii. 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, this Plan Section 5.05(D)(2), other than Plan
                         Section 5.05(D)(2)(a), will apply as if the surviving
                         Spouse were the Participant.

               b.   No Designated Beneficiary - If the Participant dies before
                    the date distributions begin and there is no Designated
                    Beneficiary as of September 30 of the year following the
                    year of the Participant's death, distribution of the
                    Participant's entire interest will be completed by December
                    31 of the calendar year containing the fifth anniversary of
                    the Participant's death,

          3.   Election to Allow Designated Beneficiary Receiving Distributions
               Under 5-Year Rule to Elect Life Expectancy Distributions Unless
               specified otherwise in a separate IRS model amendment, a
               Designated Beneficiary who is receiving payments under the
               five-year rule may make a new election to receive payments under
               the life expectancy rule until December 31, 2003, provided that
               all amounts that would have been required to be distributed under
               the life expectancy rule for all distribution calendar years
               before 2004 are distributed by the earlier of December 31, 2003
               or the end of the five-year period.

     E.   TEFRA SECTION 242(B) ELECTIONS

          1.   Notwithstanding the other requirements of this Plan Section 5.05
               and subject to the requirements of Plan Section 5.10, Joint and
               Survivor Annuity Requirements, distribution on behalf of any
               Employee (or former Employee), including a five-percent owner,
               who has made a designation in Section 242(b)(2) of the Tax Equity
               and Fiscal Responsibility Act (a "Section 242(b)(2) Election" may
               be made in accordance with all of the following requirements
               (regardless of when such distribution commences).

               a.   The distribution by the Fund is one which would not have
                    qualified such Fund under Code Section 401(a)(9) as in
                    effect before amendment by the Deficit Reduction Act of
                    1984.

               b.   The distribution is in accordance with a method of
                    distribution designated by the Employee whose interest in
                    the Fund is being distributed or, if the Employee is
                    deceased, by a Beneficiary of such Employee.

               c.   Such designation was in writing, was signed by the Employee
                    or the Beneficiary, and was made before January 1, 1984.

               d.   The Employee had accrued a benefit under the Plan as of
                    December 31, 1983.

               e.   The method of distribution designated by the Employee or
                    the Beneficiary specifies the time at which distribution
                    will commence, the period over which distributions will be
                    made, and in the case of any distribution upon the Employees
                    death, the Beneficiaries of the Employee listed in order of
                    priority.

          2.   A distribution upon death will not be covered by this
               transitional rule unless the information in the designation
               contains the required information described above with respect to
               the distributions to be made upon the death of the Employee.

          3.   If a designation is revoked, any subsequent distribution must
               satisfy the requirements of Code Section 401(a)(9) and the
               regulations thereunder, If a designation is revoked subsequent to
               the date distributions are required to begin, the Plan must
               distribute, by the end of the calendar year following the
               calendar year in which the revocation occurs the total amount not
               yet distributed which would have been required to have been
               distributed to satisfy Code Section 401(a)(9) and the regulations
               thereunder, but for an election made in Section 242(b)(2) of the
               Tax Equity and Fiscal Responsibility Act of 1982. For calendar
               years beginning after December 31, 1988, such distributions must
               meet the minimum distribution incidental benefit requirements.
               Any changes in the designation will be considered to be a
               revocation of the designation. However, the mere substitution or
               addition of another Beneficiary (one not named in the
               designation) under the designation will not be


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<PAGE>

               considered to be a revocation of the designation, so long as such
               substitution or addition does not alter the period over which
               distributions are to be made under the designation, directly or
               indirectly (for example, by altering the relevant measuring
               life).

          4.   In the case in which an amount is transferred or rolled over
               from one plan to another plan, the rules in Treasury Regulation
               1.401(a)(9)-8, Q&A-14 and Q&A-15, shall apply.

     F.   TRANSITION RULES

          For plans in existence before 2003, required minimum distributions
          before 2003 were made pursuant to plan Section 5.05(E), if applicable,
          and Sections 5.05(F)(1) through 5.05(F)(3) below.

          1.   2000 and Before- Required minimum distributions for calendar
               years after 1984 and before 2001 were made in accordance with
               Code Section 401(a)(9) and the Proposed Treasury Regulations
               thereunder published in the Federal Register on July 27, 1987
               (the "1987 Proposed Regulations").

          2.   2001 - Required minimum distributions for calendar year 2001
               were made in accordance with Code Section 401(a)(9) and the
               Proposed Treasury Regulations in Section 401(a)(9) as published
               in the Federal Register on January 17, 2001 (the "2001 Proposed
               Regulations") unless a prior IRS model amendment provisions was
               adopted that stated that the required minimum distributions for
               2001 were made pursuant to the 1987 Proposed Regulations. If
               distributions were made in 2001 under the 1987 Proposed
               Regulations before the date in 2001 that the Plan began operating
               under the 2001 Proposed Regulations, the special transition rule
               in Announcement 2001-82, 2001-2 C.B. 123, applied.

          3.   2002- Required minimum distributions for calendar year 2002 were
               made in accordance with Code Section 401(a)(9) and the 2001
               Proposed Regulations unless the prior IRS model amendment, if
               applicable, provided either a. or b. below applies.

               a.   Required minimum distributions for 2002 were made pursuant
                    to the 1987 Proposed Regulations.

               b.   Required minimum distributions for 2002 were made pursuant
                    to the Final and Temporary Treasury Regulations under Code
                    Section 401(a)(9) published in the Federal Register on April
                    17, 2002 (the "2002 Final and Temporary Regulations") which
                    are described in Plan Sections 5.05(B) through 5.05(E). If
                    distributions were made in 2002 under either the 1987
                    Proposed Regulations or the 2001 Proposed Regulations before
                    the date in 2002 that the Plan began operating under the
                    2002 Final and Temporary Regulations, the special transition
                    rule in Section 1.2 of the model amendment in Revenue
                    Procedure 2002-29, 2002-1 C.B. 1176, applied.

5.06 ANNUITY CONTRACTS

     Any annuity contract distributed under the Plan (if permitted or required
     by this Section Five) must be nontransferable. The terms of any annuity
     contract purchased and distributed by the Plan to a Participant or Spouse
     shall comply with the requirements of the Plan.

5.07 DISTRIBUTIONS IN-KIND

     The Plan Administrator may, but need not, cause any distribution under this
     Plan to be made either in a form actually held in the Fund, or in cash by
     converting assets other than cash into cash, or in any combination of the
     two foregoing methods. Assets other than cash, or other assets with a
     readily ascertainable market value, must be subject to a third party
     appraisal before they may be distributed from the Plan.

5.08 PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES

     The Plan Administrator must take reasonable steps to locate Participants or
     Beneficiaries who are entitled to distributions from the Plan. Such
     measures may include, checking records of other plans maintained by the
     Employer, contacting the Participant's Beneficiaries, using internet search
     tools, commercial locator services, and credit reporting agencies, using
     certified mail, or using a governmental letter-forwarding service. The Plan
     Administrator should consider the cost of the measures relative to the
     Individual Account balance when determining which measures are used.

     In the event that the Plan Administrator cannot locate a Participant or
     Beneficiary who is entitled to a distribution from the Plan or to whom a
     distribution has been made but the distribution check remains uncashed
     after taking all reasonable measures, the Plan Administrator may,
     consistent with applicable laws, regulations, and other pronouncements
     under the Code and ERISA, use any reasonable procedure to dispose of
     distributable Plan assets, including treating the amount distributable as a
     Forfeiture and allocating it in accordance with the terms of the Plan, and
     if the Participant or Beneficiary is later located, restore such benefit in
     the amount of the Forfeiture, unadjusted for earnings and losses to the
     Plan.

     In the event the Plan is terminated, payments must be made in a manner that
     protects the benefit rights of a Participant or Beneficiary. Benefit rights
     shall be deemed to be protected if the amount in a Participant's or
     Beneficiary's Individual Account is placed into an IRA, used to purchase an
     annuity contract, or transferred to another qualified retirement plan.
     Benefit rights need not, however, be protected if an Individual Account
     becomes subject to state escheat laws, or if a payment is made to satisfy
     Code Section 401 (a)(9), or if such other process is followed that is
     consistent with applicable statutory or regulatory guidance.

5.09 CLAIMS PROCEDURES

     A.   FILING A CLAIM FOR PLAN DISTRIBUTIONS - A Participant or Beneficiary
          who has been denied a request for a distribution or loan and desires
          to make a claim for the Vested portion of the Participant's Individual
          Account shall file a request (either in writing or in any other form
          permitted under rules promulgated by the IRS and DOL and acceptable to
          the Plan Administrator) with the Plan Administrator. If such request
          is required in writing, such request must be made on a form furnished
          to them by the Plan Administrator for such purpose. The request shall
          set forth the basis of the claim. The Plan Administrator is authorized
          to conduct such examinations as may be necessary to facilitate the
          payment of any benefits to which the Participant or Beneficiary may be
          entitled under the terms of the Plan.


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<PAGE>

     B.   DENIAL OF A CLAIM - Whenever a claim for a Plan distribution or loan
          submitted in accordance with this Section 5.09 by any Participant or
          Beneficiary has been wholly or partially denied, the Plan
          Administrator must furnish such Participant or Beneficiary notice
          (either in writing or in any other form permitted under rules
          promulgated by the IRS and DOL) of the denial within 90 days of the
          date the original claim was filed. This notice shall set forth the
          specific reasons for the denial, specific reference to pertinent Plan
          provisions on which the denial is based, a description of any
          additional information or material needed to perfect the claim, an
          explanation of why such additional information or material is
          necessary, and an explanation of the procedures for appeal.

     C.   REMEDIES AVAILABLE - The Participant or Beneficiary shall have 60
          days from receipt of the denial notice in which to make written
          application for review by the Plan Administrator. The Participant or
          Beneficiary may request that the review be in the nature of a hearing.
          The Participant or Beneficiary shall have the right to representation,
          to review pertinent documents, and to submit comments in writing (or
          in any other form permitted by the IRS or DOL). The Plan Administrator
          shall issue a decision on such review within 60 days after receipt of
          an application for review as provided for in this Plan Section 5.09.
          Upon a decision unfavorable to the Participant or Beneficiary, such
          Participant or Beneficiary shall be entitled to bring such actions in
          law or equity as may be necessary or appropriate to protect or clarity
          their right to benefits under this Plan.

5.10 JOINT AND SURVIVOR ANNUITY REQUIREMENTS

     A.   APPLICATION - The provisions of this Section shall apply to any
          Participant who is credited with at least one Hour of Service with the
          Employer on or after August 23, 1984, and such other Participants as
          provided in Treasury Regulations.

     B.   QUALIFIED JOINT AND SURVIVOR ANNUITY - Unless an optional form of
          benefit is selected pursuant to a Qualified Election within the 90-day
          period ending on the Annuity Starting Date, a married Participant's
          Vested Account Balance will be paid in the form of a Qualified Joint
          and Survivor Annuity and an unmarried Participant's Vested Account
          Balance will be paid in the form of a life annuity. The Participant
          may elect to have such annuity distributed upon attainment of the
          Earliest Retirement Age under the Plan. In the case of a married
          Participant, the Qualified Joint and Survivor Annuity must be at least
          as valuable as any other optional form of benefit payable under the
          Plan at the same time.

     C.   QUALIFIED PRERETIREMENT SURVIVOR ANNUITY - Unless an optional form of
          benefit has been selected within the Election Period pursuant to a
          Qualified Election, if a Participant dies before the Annuity Starting
          Date then the Participant's Vested Account Balance shall be applied
          toward the purchase of an annuity for the life of the surviving
          Spouse. The surviving Spouse may elect to have such annuity
          distributed within a reasonable period after the Participant's death.

     D.   NOTICE REQUIREMENTS

          1.   In the case of a Qualified Joint and Survivor Annuity, the Plan
               Administrator shall no less than 30 days and not more than 90
               days before the Annuity Starting Date provide each Participant an
               explanation (either in writing or in any other form permitted
               under rules promulgated by the IRS and DOL) of 1) the terms and
               conditions of a Qualified Joint and Survivor Annuity, 2) the
               Participant's right to make and the effect of an election to
               waive the Qualified Joint and Survivor Annuity form of benefit,
               3) the rights of a Participant's Spouse, and 4) the right to
               make, and the effect of, a revocation of a previous election to
               waive the Qualified Joint and Survivor Annuity.

               The Annuity Starting Date for a distribution in a form other than
               a Qualified Joint and Survivor Annuity may be less than 30 days
               after receipt of the explanation described in the preceding
               paragraph provided 1) the Participant has been provided with
               information that clearly indicates that the Participant has at
               least 30 days to consider whether to waive the Qualified Joint
               and Survivor Annuity and elect (with spousal consent) a form of
               distribution other than a Qualified Joint and Survivor Annuity,
               2) the Participant is permitted to revoke any affirmative
               distribution election at least until the annuity starting date
               or, if later, at any time before the expiration of the seven-day
               period that begins the day after the explanation of the Qualified
               Joint and Survivor Annuity is provided to the Participant, and
               3) the annuity starting date is a date after the date that the
               explanation was provided to the Participant.

          2.   In the case of a Qualified Preretirement Survivor Annuity as
               described in Plan Section 5.10(C), the Plan Administrator shall
               provide each Participant within the applicable period for such
               Participant an explanation (either in writing or in any other
               form permitted under rules promulgated by the IRS and DOL) of the
               Qualified Preretirement Survivor Annuity in such terms and in
               such manner as would be comparable to the explanation provided
               for meeting the requirements of Plan Section 5.10(D)(l)
               applicable to a Qualified Joint and Survivor Annuity.

               The applicable period for a Participant is whichever of the
               following periods ends last: 1) the period beginning with the
               first day of the Plan Year in which the Participant attains age
               32 and ending with the close of the Plan Year preceding the Plan
               Year in which the Participant attains age 35, 2) a reasonable
               period ending after the individual becomes a Participant, 3) a
               reasonable period ending after Plan Section 5.10(D)(3) ceases to
               apply to the Participant, and 4) a reasonable period ending after
               this Plan Section 5.10 first applies to the Participant.
               Notwithstanding the foregoing, notice must be provided within a
               reasonable period ending after separation from service in the
               case of a Participant who separates from service before attaining
               age 35.

               For purposes of applying the preceding paragraph, a reasonable
               period ending after the enumerated events described in 2), 3) and
               4) is the end of the two-year period beginning one year before
               the date the applicable event occurs, and ending one year after
               that date. In the case of a Participant who separates from
               service before the Plan Year in which age 35 is attained, notice
               shall be provided within the two-year period beginning one year
               before separation and ending one year after separation. If such a
               Participant thereafter returns to employment with the Employer,
               the applicable period for such Participant shall be redetermined.


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                                       46
<PAGE>

          3.   Notwithstanding the other requirements of this Plan Section
               5.10(D), the respective notices prescribed by this Plan Section
               5.10(D), need not be given to a Participant if 1) the Plan "fully
               subsidizes" the costs of a Qualified Joint and Survivor Annuity
               or Qualified Preretirement Survivor Annuity, and 2) the Plan does
               not allow the Participant to waive the Qualified Joint and
               Survivor Annuity or Qualified Preretirement Survivor Annuity and
               does not allow a married Participant to designate a non-Spouse
               Beneficiary. For purposes of this Plan Section 5.10(D)(3), a plan
               fully subsidizes the costs of a benefit if no increase in cost,
               or decrease in benefits to the Participant may result from the
               Participant's failure to elect another benefit.

     E.   RETIREMENT EQUITY ACT SAFE HARBOR RULES

          1.   Except as provided otherwise in the Adoption Agreement, the safe
               harbor provisions of this Plan Section 5.10(E) shall apply to a
               Participant in a profit sharing plan, and shall always apply to
               any distribution made on or after the first day of the first Plan
               Year beginning after December 31, 1988, from or under a separate
               account attributable solely to accumulated deductible employee
               contributions, as defined in Code Section 72(o)(5)(B), and
               maintained on behalf of a Participant in a money purchase pension
               plan, (including a target benefit pension plan) if the following
               conditions are satisfied:

               a.   the Participant does not or cannot elect payments in the
                    form of a life annuity; and

               b.   on the death of a Participant, the Participant's Vested
                    Account Balance will be paid to the Participant's surviving
                    Spouse, but if there is no surviving Spouse, or if the
                    surviving Spouse has consented in a manner conforming to a
                    Qualified Election, then to the Participant's designated
                    Beneficiary. The surviving Spouse may elect to have
                    distribution of the Vested Account Balance commence within
                    the 90-day period following the date of the Participant's
                    death. The Vested Account Balance shall be adjusted for
                    gains or losses occurring after the Participant's death in
                    accordance with the provisions of the Plan governing the
                    adjustment of account balances for other types of
                    distributions. This Plan Section 5.10(E) shall not apply to
                    a Participant in a profit sharing plan if the plan is a
                    direct or indirect transferee of a defined benefit plan,
                    money purchase pension plan, a target benefit pension plan,
                    stock bonus, or profit sharing plan which is subject to the
                    survivor annuity requirements of Code Section 401(a)(11)
                    and Section 417. If this Plan Section 5.10(E) applies, then
                    no other provisions of this Plan Section 5.10 shall apply
                    except as provided in Treasury Regulations.

          2.   The Participant may waive the spousal death benefit described in
               this Plan Section 5.10(E) at any time provided that no such
               waiver shall be effective unless it is a Qualified Election
               (other than the notification requirement referred to therein)
               that would apply to the Participant's waiver of the Qualified
               Preretirement Survivor Annuity.

          3.   For purposes of this Plan Section 5.10(E), Vested Account
               Balance shall mean, in the case of a money purchase pension plan
               or a target benefit pension plan, the Participant's separate
               account balance attributable solely to accumulated deductible
               employee contributions within the meaning of Code Section
               72(o)(5)(B). In the case of a profit sharing plan, Vested Account
               Balance shall have the same meaning as provided in the
               Definitions Section of this Plan.

          4.   In the event this Plan is a direct or indirect transferee of or
               a restatement of a plan previously subject to the survivor
               annuity requirements of Code Sections 401(a)( 11) and 417 and
               the Employer has selected to have this Plan Section 5.10(E)
               apply, the provisions of this Plan Section 5.10(E) shall not
               apply to any benefits accrued (including subsequent adjustments
               for earnings and losses) before the adoption of these provisions.
               Such amounts shall be separately accounted for in a manner
               consistent with Plan Section 7.02 and administered in accordance
               with the general survivor annuity requirements of Plan Section
               5.10.

5.11 LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS

     The Plan Administrator shall be responsible for withholding federal income
     taxes from distributions from the Plan, unless the Participant (or
     Beneficiary, where applicable) elects not to have such taxes withheld. The
     Trustee (or Custodian, if applicable) or other payor may act as agent for
     the Plan Administrator to withhold such taxes and to make the appropriate
     distribution reports, provided the Plan Administrator furnishes all the
     information to the Trustee (or Custodian, if applicable) or other payor
     which such payor may need to properly perform withholding and reporting.

5.12 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

     A.   GENERAL RULE-A Participant may assign to this Plan any Excess
          Elective Deferrals made during a taxable year of the Participant by
          notifying the Plan Administrator of the amount of the Excess Elective
          Deferrals to be assigned to the Plan. Unless specified otherwise in
          the Adoption Agreement, Participants who claim Excess Elective
          Deferrals for the preceding calendar year must submit their claims
          (either in writing or in any other form permitted under rules
          promulgated by the IRS and DOL) to the Plan Administrator by March 1.
          A Participant is deemed to notify the Plan Administrator of any Excess
          Elective Deferrals that arise by taking into account only those
          Elective Deferrals made to this Plan and any other plan, contract, or
          arrangement of the Employer.

          Notwithstanding any other provision of the Plan, Excess Elective
          Deferrals, plus any income and minus any loss allocable thereto, shall
          be distributed no later than April 15th to any Participant to whose
          Individual Account Excess Elective Deferrals were assigned for the
          preceding year and who claims Excess Elective Deferrals for such
          taxable year except to the extent such Excess Elective Deferrals were
          classified as Catch-up Contributions. For years beginning after 2005,
          the Plan Administrator, in a uniform and nondiscriminatory manner,
          will determine whether the distribution of Excess Elective Deferrals
          for a year will be made first from the Participant's Pre-Tax Elective
          Deferral account or the Roth Elective Deferral account, or a
          combination of both, to the extent both Pre-Tax Elective Deferrals and
          Roth Elective Deferrals were made for the year, or may allow
          Participants to specify otherwise.


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                                       47
<PAGE>
     B.   DETERMINATION OF INCOME OR LOSS - Excess Elective Deferrals shall be
          adjusted for any income or loss up to the date of the distribution.
          The income or loss allocable to Excess Elective Deferrals is the sum
          of: 1) the income or loss allocable to the Participant's Elective
          Deferral account for the taxable year multiplied by a fraction, the
          numerator of which is such Participant's Excess Elective Deferrals for
          the year and the denominator of which is the Participant's Individual
          Account balance attributable to Elective Deferrals without regard to
          any income or loss occurring during such taxable year, and 2)10
          percent of the amount determined under 1) multiplied by the number of
          whole calendar months between the end of the Participant's taxable
          year and the date of distribution, counting the month of distribution
          if distribution occurs after the 15(th) day of such month.
          Notwithstanding the preceding sentence, the Plan Administrator may
          compute the income or loss allocable to Excess Elective Deferrals in
          the manner described in Plan Section 7.02(B) (i.e., the usual manner
          used by the Plan for allocating income or loss to Participants'
          Individual Accounts or any reasonable method), provided such method is
          used consistently for all Participants and for all corrective
          distributions under the Plan for the Plan Year. The Plan will not fail
          to use a reasonable method for computing the income or loss on Excess
          Elective Deferrals merely because the income allocable is based on a
          date that is no more than seven days before the distribution.

5.13 DISTRIBUTION OF EXCESS CONTRIBUTIONS

     A.   GENERAL RULE - Notwithstanding any other provision of this Plan,
          Excess Contributions, plus any income and minus any loss allocable
          thereto, shall be distributed no later than 12 months after a Plan
          Year to Participants to whose Individual Accounts such Excess
          Contributions were allocated for such Plan Year, except to the extent
          such Excess Contributions were classified as Catch-up Contributions.
          Excess Contributions are allocated to the Highly Compensated Employees
          with the largest amounts of Employer Contributions taken into account
          in calculating the ADP test for the year in which the excess arose,
          beginning with the Highly Compensated Employee with the largest amount
          of such Employer Contributions and continuing in descending order
          until all the Excess Contributions have been allocated. Both the total
          amount of the Excess Contribution and, for purposes of the preceding
          sentence, the "largest amount" are determined after distribution of
          any Excess Deferrals. To the extent a Highly Compensated Employee has
          not reached their Catch-up Contribution limit under the Plan, Excess
          Contributions allocated to such Highly Compensated Employees as
          Catch-up Contributions will not be treated as Excess Contributions. If
          such Excess Contributions are distributed more than 2 1/2 months after
          the last day of the Plan Year in which such Contributions arose, a 10
          percent excise tax will be imposed on the Employer maintaining the
          Plan with respect to such amounts. Excess Contributions shall be
          treated as annual additions under the Plan even if distributed.

     B.   DETERMINATION OF INCOME OR LOSS - Excess Contributions shall be
          adjusted for any income or loss up to the date of distribution. The
          income or loss allocable to Excess Contributions allocated to each
          Participant is the sum of: 1) the income or loss allocable to the
          Participant's Elective Deferral account(s) (and, if applicable, the
          Qualified Nonelective Contribution account or the Qualified Matching
          Contributions account or both) for the Plan Year multiplied by a
          fraction, the numerator of which is such Participant's Excess
          Contributions for the year and the denominator of which is the
          Participant's Individual Account balance attributable to Elective
          Deferrals (and Qualified Nonelective Contributions or Qualified
          Matching Contributions, or both, if any of such contributions are
          included in the ADP test) without regard to any income or loss
          occurring during such Plan Year, and 2)10 percent of the amount
          determined under 1) multiplied by the number of whole calendar months
          between the end of the Plan Year and the date of distribution,
          counting the month of distribution if distribution occurs after the
          15th day of such month. Notwithstanding the preceding sentence, the
          Plan Administrator may compute the income or loss allocable to Excess
          Contributions in the manner described in Plan Section 7.02(B) (i.e.,
          the usual manner used by the Plan for allocating income or loss to
          Participants' Individual Accounts or any reasonable method), provided
          such method is used consistently for all Participants and for all
          corrective distributions under the Plan for the Plan Year. The Plan
          will not fail to use a reasonable method for computing the income or
          loss on Excess Contributions merely because the income allocable is
          based on a date that is no more than seven days before the
          distribution.

     C.   ACCOUNTING FOR EXCESS CONTRIBUTIONS - Excess Contributions allocated
          to a Participant shall be distributed from the Participant's Elective
          Deferral account(s) and Qualified Matching Contribution account (if
          applicable) in proportion to the Participant's Elective Deferrals and
          Qualified Matching Contributions (to the extent used in the ADP test)
          for the Plan Year. For years beginning after 2005, the Plan
          Administrator, in a uniform and nondiscriminatory manner, will either
          determine whether the distribution of Excess Contributions for a year
          will be made first from the Participant's Pre-Tax Elective Deferral
          account or the Roth Elective Deferral account, or a combination of
          both, to the extent both Pre-Tax Elective Deferrals and Roth Elective
          Deferrals were made for the year, or may allow Participants to specify
          otherwise. Excess Contributions shall be distributed from the
          Participant's Qualified Nonelective Contribution account only to the
          extent that such Excess Contributions exceed the balance in the
          Participant's Elective Deferral account(s) and Qualified Matching
          Contribution account.

5.14 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

     A.   GENERAL RULE - Notwithstanding any other provision of this Plan,
          Excess Aggregate Contributions, plus any income and minus any loss
          allocable thereto, shall be forfeited, if forfeitable, or if not
          forfeitable, distributed no later than 12 months after a Plan Year to
          Participants to whose accounts such Excess Aggregate Contributions
          were allocated for such Plan Year. Excess Aggregate Contributions are
          allocated to the Highly Compensated Employees with the largest
          Contribution Percentage Amounts taken into account in calculating the
          ACP test for the year in which the excess arose, beginning with the
          Highly Compensated Employee with the largest amount of such
          Contribution Percentage Amounts and continuing in descending order
          until all the Excess Aggregate Contributions have been allocated. If
          such Excess Aggregate Contributions are distributed more than 2 1/2
          months after the last day of the Plan Year in which such Excess
          Aggregate Contributions arose, a 10 percent excise tax will be imposed
          on the Employer maintaining the Plan with respect to those amounts.
          Excess Aggregate Contributions shall be treated as annual additions
          under the Plan even if distributed.


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                                       48
<PAGE>
 B.   DETERMINATION OF INCOME OR LOSS - Excess Aggregate Contributions shall be
          adjusted for any income or loss up to the date of distributions. The
          income or loss allocable to Excess Aggregate Contributions allocated
          to each Participant is the sum of: 1) the income or loss allocable to
          the Participant's Nondeductible Employee Contribution account,
          Matching Contribution account, Qualified Matching Contributions
          account (if any, and if all amounts therein are not used in the ADP
          test) and, if applicable, Qualified Nonelective Contribution account
          and Elective Deferral account(s) for the Plan Year multiplied by a
          fraction, the numerator of which is such Participant's Excess
          Aggregate Contributions for the year and the denominator of which is
          the Participant's Individual Account balance(s) attributable to
          Contribution Percentage Amounts without regard to any income or loss
          occurring during such Plan Year; and 2)10 percent of the amount
          determined under 1) multiplied by the number of whole calendar months
          between the end of the Plan Year and the date of distribution,
          counting the month of distribution if distribution occurs after the
          15(th) day of such month. Notwithstanding the preceding sentence, the
          Plan Administrator may compute the income or loss allocable to Excess
          Aggregate Contributions in the manner described in Plan Section
          7.02(B) (i.e., the usual manner used by the Plan for allocating income
          or loss to Participants' Individual Accounts or any reasonable
          method), provided such method is used consistently for all
          Participants and for all corrective distributions under the Plan for
          the Plan Year. The Plan will not fail to use a reasonable method for
          computing the income or loss on Excess Aggregate Contributions merely
          because the income allocable is based on a date that is no more than
          seven days before the distribution.

     C.   ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTIONS -  Excess Aggregate
          Contributions allocated to a Participant shall be forfeited, if
          forfeitable, or distributed on a pro rata basis from the Participant's
          Nondeductible Employee Contribution account, Matching Contribution
          account, and Qualified Matching Contribution account (and, if
          applicable, the Participant's Qualified Nonelective Contribution
          account or Elective Deferral account, or both). For years beginning
          after 2005, the Plan Administrator, in a uniform and nondiscriminatory
          manner, will determine whether the distribution of Elective Deferrals
          that are Excess Aggregate Contributions for a year will be made first
          from the Participant's Pre-Tax Elective Deferral account or the Roth
          Elective Deferral account, or a combination of both, to the extent
          both Pre-Tax Elective Deferrals and Roth Elective Deferrals were made
          for the year, or may allow Participants to specify otherwise.

5.15 RECHARACTERIZATION

     Provided the Plan allows Participants to make Nondeductible Employee
     Contributions, the Plan Administrator may, in a uniform and
     nondiscriminatory manner, permit a Participant to elect to treat all or a
     portion of an Excess Contribution allocated to them as an amount
     distributed to the Participant and then contributed by the Participant to
     the Plan as a Nondeductible Employee Contribution. Recharacterized amounts
     will remain nonforfeitable and subject to the same distribution
     requirements as Elective Deferrals. Amounts may not be recharacterized by a
     Highly Compensated Employee to the extent that such amount in combination
     with other Nondeductible Employee Contributions made by that Employee would
     exceed any stated limit under the Plan on Nondeductible Employee
     Contributions.

     Recharacterization must occur no later than 2 1/2 months after the last day
     of the Plan Year in which such Excess Contributions arose and is deemed to
     occur no earlier than the date the last Highly Compensated Employee is
     informed (either in writing or in any other form permitted under rules
     promulgated by the IRS and DOL) of the amount recharacterized and the
     consequences thereof. Recharacterized amounts will be taxable to the
     Participant for the Participant's tax year in which the Participant would
     have received them in cash.

5.16 LOANS TO PARTICIPANTS

     If the Adoption Agreement so indicates, a Participant may receive a loan
     from the Fund, subject to the following rules and the Plan's loan policy.

     A.   Loans shall be made available to all Participants on a reasonably
          equivalent basis. Notwithstanding the foregoing, new loans shall not
          be available to Participants who cease to be employed by the Employer,
          unless such Participants are parties-in-interest as defined in ERISA
          Section 3(14). In addition, existing loans shall be considered due and
          payable at such time as a Participant ceases to be an Employee and the
          loan will be considered in default and the Participant's Individual
          Account will be reduced by the outstanding amount of the loan unless
          otherwise specified in the loan policy statement or other loan
          documentation.

     B.   Loans shall not be made available to Highly Compensated Employees in
          an amount greater than the amount made available to other Employees.

     C.   Loans must be adequately secured and bear a reasonable interest rate.

     D.   No Participant loan shall exceed the Present Value of the Vested
          portion of a Participant's Individual Account.

     E.   A Participant must obtain the consent of their Spouse, if any, to the
          use of the Individual Account as security for the loan. Spousal
          consent shall be obtained no earlier than the beginning of the 90 day
          period that ends on the date on which the loan is to be so secured.
          The consent must be in writing (or any other form permitted by the IRS
          and DOL), must acknowledge the effect of the loan, and must be
          witnessed by a notary public or plan representative. Such consent
          shall thereafter be binding with respect to the consenting Spouse or
          any subsequent Spouse with respect to that loan. A new consent shall
          be required if the Individual Account is used for renegotiation,
          extension, renewal, or other revision of the loan. Notwithstanding the
          foregoing, no spousal consent is necessary if, at the time the loan is
          secured, no consent would be required for a distribution under Code
          Section 417(a)(2)(B). In addition, spousal consent is not required if
          the Plan or the Participant is not subject to Code Section 401(a)(11)
          at the time the Individual Account is used as security, or if the
          total Individual Account subject to the security is less than or equal
          to $5,000.

     F.   In the event of default, foreclosure on the note and attachment of
          security will not occur until a distribution eligibility requirement
          is met under the Plan.


                                           (C)2010 Ascensus, Inc., Brainerd, MN

                                       49
<PAGE>

     G.   For plan loans made before January 1, 2002, no loans will be made to
          any shareholder-employee or Owner-Employee. For purposes of this
          requirement, a shareholder-employee means an employee or officer of an
          electing small business (Subchapter S) corporation who owns (or is
          considered as owning within the meaning of Code Section 318(a)(1)),
          on any day during the taxable year of such corporation, more than five
          percent of the outstanding stock of the corporation.

     H.   Loan repayments will be suspended under the Plan as permitted under
          Code Section 414(u)(4) (USERRA).

     I.   For years beginning after 2005, if the Participant's Individual
          Account contains both Pre-Tax Elective Deferrals and Roth Elective
          Deferrals, the specific rules governing the loan program may also
          designate the extent to which Pre-Tax Elective Deferrals, Roth
          Elective Deferrals, or a combination of both will 1) be used to
          calculate the maximum amount available for a loan, or 2) be available
          as a source from which loan proceeds may be taken or which may be used
          as security for a loan. To the extent permitted by law and related
          regulations, the rules established by the Plan Sponsor may specify the
          ordering rules to be applied in the event of a defaulted loan.

     If a valid spousal consent has been obtained in accordance with Plan
     Section 5.16(E), then, notwithstanding any other provisions of this Plan,
     the portion of the Participant's Vested Individual Account used as a
     security interest held by the Plan by reason of a loan outstanding to the
     Participant shall be taken into account for purposes of determining the
     amount of the Individual Account payable at the time of death or
     distribution, but only if the reduction is used as repayment of the loan.
     If less than 100 percent of the Participant's Vested Individual Account
     (determined without regard to the preceding sentence) is payable to the
     surviving Spouse, then the Individual Account shall be adjusted by first
     reducing the Vested Individual Account by the amount of the security used
     as repayment of the loan, and then determining the benefit payable to the
     surviving Spouse.

     To avoid taxation to the Participant, unless otherwise permitted by law or
     regulatory guidance, no loan to any Participant or Beneficiary can be made
     to the extent that such loan, when added to the outstanding balance of all
     other loans to the Participant, would exceed the lesser of 1) $50,000
     reduced by the excess (if any) of the highest outstanding balance of loans
     during the one year period ending on the day before the loan is made, over
     the outstanding balance of loans from the Plan on the date the loan is
     made, or 2) 50 percent of the Present Value of the nonforfeitable
     Individual Account of the Participant. For the purpose of the above
     limitation, all loans from all plans of the Employer and other members of a
     group of employers described in Code Sections 414(b), 414(e), and 414(m)
     are aggregated. Furthermore, any loan shall by its terms require that
     repayment (principal and interest) be amortized in level payments, not less
     frequently than quarterly, over a period not extending beyond five years
     from the date of the loan, unless such loan is used to acquire a dwelling
     unit which, within a reasonable time (determined at the time the loan is
     made), will be used as the principal residence of the Participant.
     Notwithstanding the foregoing, a Participant will suspend their loan
     repayments under this Plan as permitted under Code Section 414(u)(4). An
     assignment or pledge of any portion of the Participant's interest in the
     Plan and a loan, pledge, or assigmnent with respect to any insurance
     contract purchased under the Plan, will be treated as a loan under this
     paragraph.

     The Plan Administrator shall administer the loan program in accordance with
     specific rules that are documented either in writing or in such other
     format as permitted by the IRS and the DOL. Such rules shall include, at a
     minimum, the following: 1) the identity of the person or positions
     authorized to administer the Participant loan program, 2) the procedure for
     applying for loans, 3) the basis on which loans will be approved or denied,
     4) limitations (if any) on the types and amounts of loans offered, 5) the
     procedure under the program for determining a reasonable rate of interest,
     6) the types of collateral which may secure a Participant loan, and 7) the
     events constituting default and the steps that will be taken to preserve
     Plan assets in the event of such default.

                            SECTION SIX: DEFINITIONS

Unless modified in Section Six of the Adoption Agreement, words and phrases used
in the Plan with initial capital letters shall, for the purpose of this Plan,
have the meanings set forth in the portion of the Plan entitled "Definitions"
unless the context indicates that other meanings are intended.

                          SECTION SEVEN: MISCELLANEOUS

7.01 THE FUND

     A.   ESTABLISHMENT AND MAINTENANCE - By adopting this Plan, the Employer
          establishes the Fund, which shall consist of the assets of the Plan
          received and held by the Trustee for which it serves as Trnstee (or
          Custodian, if applicable) pursuant to Section Eight. Assets within the
          Fund may be pooled on behalf of all Participants, earmarked on behalf
          of each Participant or be a combination of pooled and earmarked
          assets. To the extent that assets are earmarked for a particular
          Participant, they will be held in a Separate Fund for that
          Participant.

          No part of the corpus or income of the Fund may be used for, or
          diverted to, purposes other than for the exclusive benefit of
          Participants or their Beneficiaries. The Fund will be valued each
          Valuation Date at fair market value.

     B.   DIVISION OF FUND INTO INVESTMENT FUNDS - The Employer may direct the
          Trustee (or Custodian, if applicable) to divide and redivide the Fund
          into one or more Investment Funds. Such Investment Funds may include,
          but not be limited to, Investment Funds representing the assets under
          the control of an investment manager pursuant to Plan Section 7.22(C)
          and Investment Funds representing investment options available for
          individual direction by Participants pursuant to Plan Section 7.22(B).
          Upon each division or redivision, the Employer may specify the part of
          the Fund to be allocated to each such Investment Fund and the terms
          and conditions, if any, under which the assets in such Investment Fund
          shall be invested.


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7.02 INDIVIDUAL ACCOUNTS

     A.   ESTABLISHMENT AND MAINTENANCE - The Plan Administrator shall
          establish and maintain an Individual Account in the name of each
          Participant to reflect the total value of their interest in the Fund
          (including but not limited to Employer Contributions and earnings
          thereon). Each Individual Account established hereunder shall consist
          of such subaccounts as may be needed for each Participant, including:

          1.   a subaccount to reflect Employer Contributions and Forfeitures
               allocated on behalf of a Participant;

          2.   a subaccount to reflect a Participant's rollover contributions;

          3.   a subaccount to reflect a Participant's transfer contributions;

          4.   a subaccount to reflect a Participant's Nondeductible Employee
               Contributions;

          5.   a subaccount to reflect a Participant's Pre-Tax Elective
               Deferrals; and

          6.   a subaccount to reflect a Participant's Roth Elective Deferrals.

          The Plan Administrator may establish additional accounts as it may
          deem necessary for the proper administration of the Plan, including,
          but not limited to, a suspense account for Forfeitures as required
          pursuant to Plan Section 4.01(C) or (D).

          If this Plan is funded by individual contracts that provide a
          Participant's Benefit under the Plan, such individual contracts shall
          constitute the Participant's Individual Account. If this Plan is
          funded by group contracts under the group annuity or group insurance
          contract, premiums or other consideration received by the insurance
          company must be allocated to Participants' Individual Accounts under
          the Plan.

     B.   VALUATION OF INDIVIDUAL ACCOUNTS

          1.   Where all or a portion of the assets of a Participant's
               Individual Account are invested in a Separate Fund for the
               Participant, then the value of that portion of such Participant's
               Individual Account at any relevant time equals the sum of the
               fair market values of the assets in such Separate Fund, less any
               applicable charges or penalties.

          2.   The fair market value of the remainder of each Individual
               Account is determined in the following manner:

               a.   Separate Fund- First, the portion of the Individual Account
                    invested in each Investment Fund as of the previous
                    Valuation Date is determined. Each such portion is reduced
                    by any withdrawal made from the applicable Investment Fund
                    to or for the benefit of a Participant or the Participant's
                    Beneficiary, further reduced by any amounts forfeited by the
                    Participant pursuant to Plan Section 4.01(C) or (D), and
                    further reduced by any transfer to another Investment Fund
                    since the previous Valuation Date, and is increased by any
                    amount transferred from another Investment Fund since the
                    previous Valuation Date. The resulting amounts are the net
                    Individual Account portions invested in the Investment
                    Funds.

               b.   No Separate Fund - Second, the net Individual Account
                    portions invested in each Investment Fund are adjusted
                    upwards or downwards, pro rata (i.e., using the ratio of
                    each net Individual Account portion to the sum of all net
                    Individual Account portions) so that the sum of all the net
                    Individual Account portions invested in an Investment Fund
                    will equal the then fair market value of the Investment
                    Fund. Notwithstanding the previous sentence, for the first
                    Plan Year only, the net Individual Account portions shall be
                    the sum of all contributions made to each Participant's
                    Individual Account during the first Plan Year.

               c.   Allocations - Third, any contributions to the Plan and
                    Forfeitures are allocated in accordance with the appropriate
                    allocation provisions of Section Three of the Plan. For
                    purposes of this Section Seven of the Plan, contributions
                    made by the Employer for any Plan Year but after that Plan
                    Year will be considered to have been made on the last day of
                    that Plan Year regardless of when paid to the Trustee (or
                    Custodian, if applicable).

                    Amounts contributed between Valuation Dates will not be
                    credited with investment gains or losses until the next
                    following Valuation Date.

               d.   Aggregation of Portions - Finally, the portions of the
                    Individual Account invested in each Investment Fund
                    (determined in accordance with (a), (b) and (c) above) are
                    added together.

     C.   MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS - If necessary
          or appropriate, the Plan Administrator may establish different or
          additional procedures (which shall be uniform and nondiscriminatory)
          for determining the fair market value of the Individual Accounts
          including, but not limited to, valuation on a daily basis pursuant to
          the number of shares of each permissible investment held on behalf of
          a Participant.

7.03 POWERS AND DUTIES OF THE PLAN ADMINISTRATOR

     A.   The Plan Administrator shall have the authority to control and manage
          the operation and administration of the Plan. The Plan Administrator
          shall administer the Plan for the exclusive benefit of the
          Participants and their Beneficiaries in accordance with the specific
          terms of the Plan.


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     B.   The Plan Administrator may, by appointment, allocate the duties of
          the Plan Administrator among several individuals or entities. Such
          appointments shall not be effective until the party designated accepts
          such appointment in writing.

     C.   The Plan Administrator shall be charged with the duties of the
          general administration of the Plan, including, but not limited to, the
          following:

          1.   To determine all questions of interpretation or policy in a
               manner consistent with the Plan's documents, The Plan
               Administrator's construction or determination in good faith shall
               be conclusive and binding on all persons except as otherwise
               provided herein or by law. Any interpretation or construction
               shall be done in a nondiscriminatory manner and shall be
               consistent with the intent that the Plan shall continue to be
               deemed a qualified plan under the terms of Code Section 401(a),
               as amended from time to time, and shall comply with the terms of
               ERISA, as amended from time to time;

          2.   To determine all questions relating to the eligibility of
               Employees to become or remain Participants hereunder;

          3.   To compute the amounts necessary or desirable to be contributed
               to the Plan;

          4.   To compute the amount and kind of benefits to which a
               Participant or Beneficiary shall be entitled under the Plan and
               to direct the Trustee (or Custodian, if applicable) with respect
               to all disbursements under the Plan, and, when requested by the
               Trustee (or Custodian, if applicable), to furnish the Trustee (or
               Custodian, if applicable) with instructions, in writing, on
               matters pertaining to the Plan and the Trustee (or Custodian, if
               applicable) may rely and act thereon;

          5.   To maintain all records necessary for the administration of the
               Plan;

          6.   To prepare and file such disclosures and tax forms as may be
               required from time to time by the Secretary of Labor or the
               Secretary of the Treasury;

          7.   To furnish each Employee, Participant or Beneficiary such
               notices, information, and reports under such circumstances as may
               be required by law;

          8.   To periodically review the performance of each Fiduciary and all
               other relevant parties to ensure such individuals' obligations
               under the Plan are performed in a manner that is acceptable under
               the Plan and applicable law; and

          9.   To furnish a statement to each Participant or Beneficiary no
               later than 270 days after the close of each Plan Year, indicating
               the Individual Account balances of such Participant as of the
               last Valuation Date in such Plan Year.

     D.   The Plan Administrator shall have all of the powers necessary or
          appropriate to accomplish their duties under the Plan, including, but
          not limited to, the following:

          1.   To appoint and retain such persons as may be necessary to carry
               out the functions of the Plan Administrator;

          2.   To appoint and retain counsel, specialists, or other persons as
               the Plan Administrator deems necessary or advisable in the
               administration of the Plan;

          3.   To resolve all questions of administration of the Plan;

          4.   To establish such uniform and nondiscriminatory rules which it
               deems necessary to carry out the terms of the Plan;

          5.   To make any adjustments in a uniform and nondiscriminatory
               manner which it deems necessary to correct any arithmetical or
               accounting errors which may have been made for any Plan Year;

          6.   To correct any defect, supply any omission, or reconcile any
               inconsistency in such manner and to such extent as shall be
               deemed necessary or advisable to carry out the purpose of the
               Plan; and

          7.   If the Plan pennits a form of distribution other than a lump
               sum, and a Participant elects such form of distribution, the Plan
               Administrator may place that Participant's Individual Account
               into a segregated Investment Fund for the purpose of maintaining
               the necessary liquidity to provide benefit installments on a
               periodic basis.

7.04 EXPENSES AND COMPENSATION

     All reasonable expenses of administration, including, but not limited to,
     those involved in retaining necessary professional assistance, may be paid
     from the assets of the Fund. Alternatively, the Employer may, in its
     discretion, pay any or all such expenses. Pursuant to uniform and
     nondiscriminatory rules that the Plan Administrator may establish from time
     to time, administrative expenses and expenses unique to a particular
     Participant or group of Participants may be charged to the Individual
     Account of such Participant or may be assessed against terminated
     Participants even if not assessed against active Participants (subject to
     rules promulgated by the IRS and the DOL), or the Plan Administrator may
     allow Participants to pay such fees outside of the Plan. The Employer shall
     furnish the Plan Administrator with such clerical and other assistance as
     the Plan Administrator may need in the performance of their duties.

7.05 INFORMATION FROM EMPLOYER

     To enable the Plan Administrator to perform their duties, the Employer
     shall supply complete, accurate, and timely information to the Plan
     Administrator (or their designated agents) on all marters relating to the
     Compensation of all Participants; their regular employment; retirement,
     death, Disability, Severance from Employment or Termination of Employment;
     and such other pertinent facts as the Plan Administrator (or their agents)
     may require. The Plan Administrator shall advise the Trustee (or Custodian,
     if applicable) of such of the foregoing facts as may be pertinent to the
     Trustee's (or Custodian's) duties under the Plan. The Plan Administrator
     (or their


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<PAGE>

     agents) is entitled to rely on such information as is supplied by the
     Employer and shall have no duty or responsibility to verify such
     information. Such information, including authorizations and directions, may
     be exchanged among the Employer, the Plan Administrator, the Trustee (or
     Custodian, if applicable), or their agents through electronic, telephonic,
     or other means (including, for example, through the Internet) pursuant to
     applicable servicing arrangements in effect for the Plan.

7.06 PLAN AMENDMENTS

     A.   RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN OR TERMINATE SPONSORSHIP

          1    The Employer, by adopting the Plan, expressly delegates to the
               Prototype Sponsor the power, but not the duty, to amend the Plan
               without any further action or consent of the Employer as the
               Prototype Sponsor deems either necessary for the purpose of
               adjusting the Plan to comply with all laws and regulations
               governing pension or profit sharing plans or desirable to the
               extent consistent with such laws and regulations. Specifically,
               it is understood that the amendments may be made unilaterally by
               the Prototype Sponsor. However, it shall be understood that the
               Prototype Sponsor shall be under no obligation to amend the Plan
               documents, and the Employer expressly waives any rights or claims
               against the Prototype Sponsor for not exercising this power to
               amend. For purposes of Prototype Sponsor amendments, the mass
               submitter shall generally be recognized as the agent of the
               Prototype Sponsor. If the Prototype Sponsor does not adopt IRS
               model amendments adopted by the mass submitter, the Plan will no
               longer be identical to or a minor modifier of the mass submitter
               plan and will be considered an individually designed plan.
               Notwithstanding the foregoing, the adoption of good faith IRS
               amendments must be accomplished pursuant to the rules for each
               such amendment as prescribed by the IRS.

          2.   An amendment by the Prototype Sponsor shall be accomplished by
               giving notice (either in writing or in any other form permitted
               under rules promulgated by the IRS and DOL) to the Adopting
               Employer of the amendment to be made. The notice shall set forth
               the text of such amendment and the date such amendment is to be
               effective. Such amendment shall take effect unless within the 30
               day period after such notice is provided, or within such shorter
               period as the notice may specify, the Adopting Employer gives the
               Prototype Sponsor written notice of refusal to consent to the
               amendment. Such written notice of refusal shall have the effect
               of withdrawing the Plan as a prototype plan and shall cause the
               Plan to be considered an individually designed plan.

          3.   In addition to the amendment rights described above, the
               Prototype Sponsor shall have the right to terminate its
               sponsorship of this Plan by providing notice (either in writing
               or in any other form permitted under rules promulgated by the IRS
               and DOL) to the Adopting Employer of such termination. Such
               termination of sponsorship shall have the effect of withdrawing
               the Plan as a prototype plan and shall cause the Plan to be
               considered an individually designed plan. The Prototype Sponsor
               shall have the right to terminate its sponsorship of this Plan
               regardless of whether the Prototype Sponsor has terminated
               sponsorship with respect to other employers adopting its
               prototype Plan.

     B.   RIGHT OF ADOPTING EMPLOYER TO AMEND THE PLAN - The Adopting Employer
          may amend the Plan to

          1.   change options previously selected in the Adoption Agreement;

          2.   add overriding language in the Adoption Agreement when such
               language is necessary to satisfy Code Section 415 or Code Section
               416 because of the required aggregation of multiple plans;

          3.   amend administrative provisions of the trust or custodial
               document in the case of a nonstandardized plan and make more
               limited amendments in the case of a standardized plan, such as
               the name of the Plan, Employer, Trustee or Custodian, Plan
               Administrator and other Fiduciaries, the trust year, and the name
               of pooled trust in which the Plan's trust will participate;

          4.   add certain sample and model amendments published by the IRS or
               other required good faith amendments which specifically provide
               that their adoption will not cause the Plan to be treated as
               individually designed; and

          5.   add or change provisions permitted under the Plan or specify or
               change the Effective Date of a provision as permitted under the
               Plan and correct obvious and unambiguous typographical errors or
               cross-references that merely correct a reference but that do not
               in any way change the original intended meaning of the
               provisions.

          An Adopting Employer that amends the Plan for any other reason,
          including a waiver of the minimum funding requirement under Code
          Section 412(d), will no longer participate in this prototype plan and
          will be considered to have an individually designed plan.

          An Adopting Employer who wishes to amend the Plan shall document the
          amendment in writing, executed by a duly authorized officer of the
          Adopting Employer. If the amendment is in the form of a restated
          Adoption Agreement, the amendment shall become effective on the date
          provided in the Adoption Agreement. Any other amendment shall become
          effective as described therein upon execution by the Adopting Employer
          and, if appropriate, the Trustee (or Custodian, if applicable). A copy
          of a restated Adoption Agreement or other amendment must be provided
          to the Prototype Sponsor and the Trustee (or Custodian, if applicable)
          before the effective date of the amendment.

          The Adopting Employer further reserves the right to replace the Plan
          in its entirety by adopting another retirement plan which the Adopting
          Employer designates as a replacement plan.


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<PAGE>

     C.   LIMITATION ON POWER TO AMEND - No amendment to the Plan shall be
          effective to the extent that it has the effect of decreasing a
          Participant's accrued benefit. Notwithstanding the preceding sentence,
          a Participant's Individual Account may be reduced to the extent
          permitted under Code Section 412(c)(8). For purposes of this
          paragraph, a Plan amendment which has the effect of decreasing a
          Participant's Individual Account with respect to benefits attributable
          to service before the amendment shall be treated as reducing an
          accrued benefit. For purposes of this paragraph, a Participant shall
          not accrue a right to an allocation of an Employer Profit Sharing
          Contribution, Employer Money Purchase Pension Contribution or Target
          Benefit Contribution for the current Plan Year until the last day of
          such Plan Year and after the application of all amendments required or
          permitted by the IRS.

          No amendment to the Plan shall be effective to eliminate or restrict
          an optional form of benefit. The preceding sentence shall not apply to
          a Plan amendment that eliminates or restricts the ability of a
          Participant to receive payment of their Individual Account under a
          particular optional form of benefit if the amendment provides a
          single-sum distribution form, Where this Plan document is being
          adopted to amend another plan that contains a protected benefit not
          provided for in this document, the Employer must complete Attachment
          A, "Protected Benefit and Prior Plan Provisions," describing such
          protected benefit which shall become part of the Plan.

     D.   AMENDMENT OF VESTING SCHEDULE - If the vesting schedule of the Plan
          is amended, in the case of an Employee who is a Participant as of the
          later of the date such amendment is adopted or the date it becomes
          effective, the Vested percentage (determined as of such date) of such
          Employee's Individual Account derived from Employer Contributions will
          not be less than the percentage computed under the Plan as of that
          date without regard to such amendment. Furthermore, if the Plan's
          vesting schedule is amended, or the Plan is amended in any way that
          directly or indirectly affects the computation of the Participant's
          Vested percentage, or if the Plan is deemed amended by an automatic
          change to or from a top-heavy vesting schedule, each Participant with
          at least three Years of Vesting Service with the Employer may elect,
          within the time set forth below, to have the Vested percentage
          computed under the Plan without regard to such amendment.

          The period during which the election may be made shall commence with
          the date the amendment is adopted or deemed to be made and shall end
          the later of

          1.   60 days after the amendment is adopted;

          2.   60 days after the amendment becomes effective; or

          3.   60 days after the Participant is issued a notice (either in
               writing or in any other form permitted under rules promulgated by
               the IRS and DOL) of the amendment by the Employer or Plan
               Administrator.

7.07 PLAN MERGER OR CONSOLIDATION

     In the case of any merger or consolidation of the Plan with, or transfer of
     assets or liabilities of such Plan to, any other plan, each Participant
     shall be entitled to receive benefits immediately after the merger,
     consolidation, or transfer (if the Plan had then terminated) which are
     equal to or greater than the benefits they would have been entitled to
     receive immediately before the merger, consolidation, or transfer (if the
     Plan had then terminated). The Trustee (or Custodian, if applicable) has
     the authority to enter into merger agreements or agreements to directly
     transfer the assets of this Plan, but only if such agreements are made with
     trustees or custodians of other retirement plans described in Code Section
     401(a) or such other plans permitted by laws or regulations.

7.08 PERMANENCY

     The Employer expects to continue this Plan and make the necessary
     contributions thereto indefinitely, but such continuance and payment is not
     assumed as a contractual obligation. Neither the Adoption Agreement nor the
     Plan nor any amendment or modification thereof nor the making of
     contributions hereunder shall be construed as giving any Participant or any
     other person any legal or equitable right against the Employer, the Trustee
     (or Custodian, if applicable), the Plan Administrator, or the Prototype
     Sponsor except as specifically provided herein, or as provided by law,

7.09 METHOD AND PROCEDURE FOR TERMINATION

     The Plan may be terminated by the Adopting Employer at any time by
     appropriate action of its managing body. Such termination shall be
     effective on the date specified by the Adopting Employer. The Plan shall
     terminate, if required by either the IRS or the DOL, if the Adopting
     Employer is dissolved or terminated. Written notice of the termination and
     effective date thereof shall be given to the Trustee (or Custodian, if
     applicable), Plan Administrator, Prototype Sponsor, and the Participants
     and Beneficiaries of deceased Participants. The required filings (such as
     the Form 5500 series and others) must be made by the Adopting Employer with
     the IRS and any other regulatory body as required by current laws and
     regulations. Until all of the assets have been distributed from the Fund,
     the Adopting Employer must keep the Plan in compliance with current laws
     and regulations by making appropriate amendments to the Plan and by taking
     such other measures as may be required. If the Plan is abandoned by the
     Adopting Employer, however, a qualified termination administrator (QTA) (or
     other entity permitted by the IRS or DOL) may terminate the Plan according
     to rules promulgated by the IRS and DOL.

7.10 CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER

     Notwithstanding the preceding Plan Section 7.09, a successor of the
     Adopting Employer may continue the Plan and be substituted in the place of
     the present Adopting Employer. The successor and the present Adopting
     Employer (or, if deceased, the executor of the estate of a deceased
     Self-Employed Individual who was the Adopting Employer) must execute a
     written instrument authorizing such substitution, and the successor shall
     amend the Plan in accordance with Plan Section 7.06.

7.11 FAILURE OF PLAN QUALIFICATION

     If the Plan fails to retain its qualified status, the Plan will no longer
     be considered to be part of a prototype plan. and such Employer can no
     longer participate under this prototype. In such event, the Plan will be
     considered an individually designed plan.


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<PAGE>

7.12 GOVERNING LAWS AND PROVISIONS

     To the extent such laws are not preempted by federal law, the terms and
     conditions of this Plan shall be governed by the laws of the state in which
     the Prototype Sponsor is located, unless otherwise agreed to in writing by
     the Prototype Sponsor and the Employer.

     In the event of any conflict between the provisions of this Basic Plan
     Document and provisions of the Adoption Agreement, the summary plan
     description, or any related documents, the Basic Plan Document will
     control.

7.13 STATE COMMUNITY PROPERTY LAWS

     The terms and conditions of this Plan shall be applicable without regard to
     the community property laws of any state.

7.14 HEADINGS

     The headings of the Plan have been inserted for convenience of reference
     only and are to be ignored in any construction of the provisions hereof.

7.15 GENDER AND NUMBER

     Whenever any words are used herein in the masculine gender they shall be
     construed as though they were also used in the feminine gender in all cases
     where they would so apply, and whenever any words are used herein in the
     singular form they shall be construed as though they were also used in the
     plural form in all cases where they would so apply.

7.16 STANDARD OF FIDUCIARY CONDUCT

     The Employer, Plan Administrator, Trustee, and any other Fiduciary under
     this Plan shall discharge their duties with respect to this Plan solely in
     the interests of Participants and their Beneficiaries, and with the care,
     skill, prudence, and diligence under the circumstances then prevailing that
     a prudent person acting in like capacity and familiar with such matters
     would use in the conduct of an enterprise of a like character and with like
     aims. No Fiduciary shall cause the Plan to engage in any transaction known
     as a "nonexempt prohibited transaction" under either the Code or ERISA,

7.17 GENERAL UNDERTAKING OF ALL PARTIES

     All parties to this Plan and all persons claiming any interest whatsoever
     hereunder agree to perform any and all acts and execute any and all
     documents and papers which may be necessary or desirable for the carrying
     out of this Plan and any of its provisions.

7.18 AGREEMENT BINDS HEIRS, ETC.

     This Plan shall be binding upon the heirs, executors, administrators,
     successors, and assigns, as those terms shall apply to any and all parties
     hereto, present and future.

7.19 DETERMINATION OF TOP-HEAVY STATUS

     A.   IN GENERAL-Except as provided in Plan Section 7.19(B), this Plan is a
          Top-Heavy Plan if any of the following conditions exist:

          1.   If the top-heavy ratio for this Plan exceeds 60 percent and this
               Plan is not part of any Required Aggregation Group or Permissive
               Aggregation Group of plans;

          2.   If this Plan is part of a Required Aggregation Group of plans
               but not part of a Permissive Aggregation Group and the top-heavy
               ratio for the group of plans exceeds 60 percent; or

          3.   If this Plan is a part of a Required Aggregation Group and part
               of a Permissive Aggregation Group of plans and the top-heavy
               ratio for the Permissive Aggregation Group exceeds 60 percent.

     B.   TOP-HEAVY RATIO

          1.   If the Employer maintains one or more defined contribution plans
               (including any simplified employee pension plan) and the Employer
               has not maintained any defined benefit plan which during the
               five-year period ending on the Determination Date(s) has or has
               had accrued benefits, the top-heavy ratio for this Plan alone or
               for the Required or Permissive Aggregation Group as appropriate
               is a fraction, the numerator of which is the sum of the account
               balances of all Key Employees as of the Determination Date(s)
               (including any part of any account balance distributed in the
               one-year period ending on the Determination Date(s) (five-year
               period ending on the Determination Date in the case of a
               distribution made for a reason other than Severance from
               Employment, death, or Disability and in determining whether the
               Plan is top-heavy for Plan Years beginning before January 1,
               2002)) and the denominator of which is the sum of all account
               balances (including any part of any account balance distributed
               in the one-year period ending on the Determination Date(s),
               (five-year period ending on the Determination Date in the case of
               a distribution made for a reason other than Severance from
               Employment, death, or Disability and in determining whether the
               Plan is top-heavy for Plan Years beginning before January 1,
               2002)) both computed in accordance with Code Section 416 and the
               regulations thereunder. Both the numerator and the denominator of
               the top-heavy ratio are increased to reflect any contribution not
               actually made as of the Determination Date, but which is required
               to be taken into account on that date under Code Section 416 and
               the regulations thereunder.

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                                       55
<PAGE>
     2.   If the Employer maintains one or more defined contribution plans
          (including any simplified employee pension plan) and the Employer
          maintains or has maintained one or more defined benefit plans which
          during the five-year period ending on the Determination Date(s) has or
          has had any accrued benefits, the top-heavy ratio for any Required or
          Permissive Aggregation Group, as appropriate, is a fraction, the
          numerator of which is the sum of account balances under the aggregated
          defined contribution plan or plans for all Key Employees, determined
          in accordance with 1) above, and the Present Value of accrued benefits
          under the aggregated defined benefit plan or plans for all Key
          Employees as of the Determination Date(s), and the denominator of
          which is the sum of the account balances under the aggregated defined
          contribution plan or plans for all Participants, determined in
          accordance with 1) above, and the Present Value of accrued benefits
          under the defined benefit plan or plans for all Participants as of the
          Determination Date(s), all determined in accordance with Code Section
          416 and the regulations thereunder. The accrued benefits under a
          defined benefit plan in both the numerator and denominator of the top-
          heavy ratio are increased for any distribution of an accrued benefit
          made in the one-year period ending on the Determination Date
          (five-year period ending on the Determination Date in the case of a
          distribution made for a reason other than Severance from Employment,
          death, or Disability and in determining whether the Plan is top-heavy
          for Plan Years beginning before January 1, 2002).

     3.   For purposes of (1) and (2) above, the value of account balances and
          the Present Value of accrued benefits will be determined as of the
          most recent Valuation Date that falls within or ends with the 12-month
          period ending on the Determination Date, except as provided in Code
          Section 416 and the regulations thereunder for the first and second
          plan years of a defined benefit plan. The account balances and accrued
          benefits of a Participant 1) who is not a Key Employee but who was a
          Key Employee in a prior year, or 2) who has not been credited with at
          least one Hour of Service with any employer maintaining the plan at
          any time during the one-year period (five-year period ending on the
          Determination Date in the case of a distribution made for a reason
          other than Severance from Employment, death, or Disability and in
          determining whether the Plan is top-heavy for Plan Years beginning
          before January 1, 2002) ending on the Determination Date will be
          disregarded. The calculation of the top-heavy ratio, and the extent to
          which distributions, rollovers, and transfers are taken into account
          will be made in accordance with Code Section 416 and the regulations
          thereunder. Deductible employee contributions will not be taken into
          account for purposes of computing the top-heavy ratio. When
          aggregating plans the value of account balances and accrued benefits
          will be calculated with reference to the Determination Dates that fall
          within the same calendar year.

          The accrued benefit of a Participant other than a Key Employee shall
          be determined under 1) the method, if any, that uniformly applies for
          accrual purposes under all defined benefit plans maintained by the
          Employer, or 2) if there is no such method, as if such benefit
          accrued not more rapidly than the slowest accrual rate permitted
          under the fractional rule of Code Section 41 1(b)(1)(C).

     C.   SIMPLE 401(K) PLAN EXCEPTION -Notwithstanding Plan Section 7.19(A)
          above, the Plan is not treated as a Top-Heavy Plan under Code Section
          416 for any Year for which an Eligible Employer maintains this Plan as
          a SIMPLE 401(k) Plan.

     D.   SAFE HARBOR 401(K) PLAN EXCEPTION - Notwithstanding Plan Section
          7.19(A) above, the Plan is not treated as a Top-Heavy Plan under Code
          Section 416 for any Year for which an Eligible Employer makes only
          those contributions described in Code Sections 401(k)(12) and 401 (m)(
          11) for any Plan Year. If any other contributions are made for a Plan
          Year (e.g., Employer Profit Sharing Contributions, forfeitures, etc.),
          the Top-Heavy rules describe in Code Section 416(g)(4)(H) will apply
          for that Plan Year.

7.20 INALIENABILITY OF BENEFITS

     No benefit or interest available under the Plan will be subject to
     assignment or alienation, either voluntarily or involuntarily. The
     preceding sentence shall not apply to judgments and settlements described
     in Code Section 401(a)(13)(C) and ERISA Section 206(d)(4). Such sentence
     shall, however, apply to the creation, assignment, or recognition of a
     right to any benefit payable with respect to a Participant pursuant to a
     Domestic Relations Order, unless such order is determined to be a Qualified
     Domestic Relations Order as defined in the Definitions Section of the Plan.

     Generally, a Domestic Relations Order cannot be a Qualified Domestic
     Relations Order until January 1, 1985. However, in the case of a Domestic
     Relations Order entered before January 1, 1985, the Plan Administrator:

     1)   shall treat such order as a Qualified Domestic Relations Order if the
          Plan Administrator is paying benefits pursuant to such order on
          January 1,1985, and

     2)   may treat any other such order entered before January 1, 1985, as a
          Qualified Domestic Relations Order even if such order does not meet
          the requirements of Code Section 414(p).

          Notwithstanding any provision of the Plan to the contrary, a
          distribution to an Alternate Payee under a Qualified Domestic
          Relations Order shall be permitted even if the Participant affected by
          such order is not otherwise entitled to a distribution, and even if
          such Participant has not attained the earliest retirement age as
          defined in Code Section 414(p).

7.21 BONDING

     Every Fiduciary and every person who handles funds or other property of the
     Plan shall be bonded to the extent required by ERISA Section 412 and the
     regulations thereunder for purposes of protecting the Plan against loss by
     reason of acts of fraud or dishonesty on the part of the person, group, or
     class, alone or in connivance with others, to be covered by such bond. The
     amount of the bond shall be fixed at the beginning of each Plan Year and
     shall not be less than 10 percent of the amount of funds handled. The
     amount of funds handled shall be determined by the funds handled the
     previous Plan Year or, if none, the amount of funds estimated, in
     accordance with rules provided by the Secretary of Labor, to be handled
     during the current Plan Year. Notwithstanding the foregoing, no bond shall
     be less than $1,000 nor more than $500.000. except that the Secretary of
     Labor shall have the right to prescribe an amount in excess of $500,000.

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7.22 INVESTMENT AUTHORITY

     A.   PLAN INVESTMENTS - Except as provided in Plan Section 7.22(B)
          (relating to individual direction of investments by Participants), the
          Adopting Employer, not the Trustee (or Custodian, if applicable),
          shall have exclusive management and control over the investment of the
          Fund into any permitted investment. The Adopting Employer shall be
          responsible for establishing a funding policy statement on behalf of
          the Plan and shall provide a copy of such funding policy statement to
          the Discretionary Trustee, if any. Notwithstanding the foregoing, if
          the Trustee is designated as a Discretionary Trustee in the Adoption
          Agreement, such Discretionary Trustee may enter into an agreement with
          the Adopting Employer whereby the Discretionary Trustee will manage
          the investment of all or a portion of the Fund. Any such agreement
          shall be in writing and set forth such matters as the Discretionary
          Trustee deems necessary or desirable.

     B.   DIRECTION OF INVESTMENTS BY PARTICIPANTS - Unless otherwise indicated
          in the Adoption Agreement, each Participant shall have the
          responsibility for directing the Trustee (or Custodian, if provided
          for under a separate agreement between the Adopting Employer and the
          Custodian), regarding the investment of all or part of their
          Individual Account. If all of the requirements of ERISA Section
          404(c)(1) are satisfied, then to the extent so directed, the Adopting
          Employer, Plan Administrator, Trustee, the Custodian (if applicable),
          and all other Fiduciaries are relieved of Fiduciary liability under
          ERISA Section 404, provided that it shall be the Adopting Employer's
          responsibility to direct the Trustee (or Custodian, if applicable) as
          to permissible investments into which Participants may direct their
          individual investments.

          The Plan Administrator shall direct that a Separate Fund be
          established in the name of each Participant who directs the
          investment of part or all of their Individual Account. Each Separate
          Fund shall be charged or credited (as appropriate) with the earnings,
          gains, losses, or expenses attributable to such Separate Fund. No
          Fiduciary shall be liable for any loss that results from a
          Participant's individual direction. The assets subject to individual
          direction shall not be invested in collectibles as that term is
          defined in Code Section 408(m).

          The Plan Administrator shall establish such uniform and
          nondiscriminatory rules relating to individual direction as it deems
          necessary or advisable including, but not limited to, rules
          describing 1) which portions of Participants' Individual Accounts can
          be individually directed, 2) the frequency of investment changes, 3)
          the forms and procedures for making investment changes, and 4) the
          effect of a Participant's failure to make a valid direction.

          The Plan Administrator may, in a uniform and nondiscriminatory
          manner, limit the available investments for Participants' individual
          direction to certain specified investment options (including, but not
          limited to, certain mutual funds, investment contracts, deposit
          accounts, and group trusts). The Plan Administrator may permit, in a
          uniform and nondiscriminatory manner, a Beneficiary of a deceased
          Participant or the Alternate Payee under a Qualified Domestic
          Relations Order to individually direct investments in accordance with
          this Plan Section 7.22(B).

          Notwithstanding any provision hereof to the contrary, if the Adoption
          Agreement permits Participants to direct investments and also names a
          Directed Trustee, such Participants shall furnish investment
          instruction to the Plan Administrator under procedures adopted by the
          Adopting Employer and/or the Plan Administrator consistent with the
          Plan, and it shall be the responsibility of the Plan Administrator to
          provide direction to the Directed Trustee regarding the investment of
          such amounts. If a Participant who has the right to direct
          investments under the terms of the Plan fails to provide such
          direction to the Plan Administrator, the Plan Administrator shall
          direct the investment of such Participant's Individual Accounts, The
          Plan Administrator shall maintain records showing the interest of
          each Participant and/or Beneficiary in the Fund unless the Directed
          Trustee enters into a written agreement with the Adopting Employer to
          keep separate accounts for each such Participant or Beneficiary.

     C.   INVESTMENT MANAGERS

          1.   Definition of Investment Manager - The Adopting Employer may
               appoint one or more investment managers to make investment
               decisions with respect to all or a portion of the Fund. The
               investment manager shall be any firm or individual registered as
               an investment adviser under the Investment Advisers Act of 1940,
               a bank as defined in said Act, or an insurance company qualified
               under the laws of more than one state to perform services
               consisting of the management, acquisition, or disposition of any
               assets of the Plan.

          2.   Investment Manager's Authority - A separate Investment Fund
               shall be established representing the assets of the Fund invested
               at the direction of the investment manager. The investment
               manager so appointed shall direct the Trustee (or Custodian, if
               applicable) with respect to the investment of such Investment
               Fund. The investments which may be acquired at the direction of
               the investment manager are those described in Plan Section
               7.22(D).

          3.   Written Agreement - The appointment of any investment manager
               shall be by written agreement between the Adopting Employer and
               the investment manager and a copy of such agreement (and any
               modification or termination thereof) must be given to the Trustee
               (or Custodian, if applicable). The agreement shall set forth,
               among other matters, the effective date of the investment
               manager's appointment and an acknowledgment by the investment
               manager that it is a Fiduciary of the Plan under ERISA.

          4.   Concerning the Trustee (or Custodian, if applicable) - Written
               notice of each appointment of an investment manager shall be
               given to the Trustee (or Custodian, if applicable) at least 60
               days in advance of the effective date of such appointment. Such
               notice shall specify which portion of the Fund will constitute
               the Investment Fund subject to the investment manager's
               direction. If the separate Investment Fund subject to the
               direction of the Investment Manager is a permissible investment
               option to the Trustee (or Custodian, as applicable) pursuant to
               Plan Section 7.22(D), the Trustee (or Custodian, if applicable)
               shall comply with the investment direction given to it by the
               investment manager and will not be liable for any loss which may
               result by reason of any action (or inaction) it takes at the
               direction of the investment manager.

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<PAGE>
     D.   PERMISSIBLE INVESTMENTS - The Trustee (or Custodian, if applicable)
          may invest the assets of the Plan in property of any character, real
          or personal, including, but not limited to, the following: stocks,
          including Qualifying Employer Securities, and including shares of
          open-end investment companies (mutual funds); bonds; notes;
          debentures; proprietary mutual funds; deposit accounts; options;
          limited partnership interests; mortgages; real estate or any interests
          therein; unit investment trusts; Treasury Bills, and other U.S.
          Government obligations; common trust funds, combined investment
          trusts, collective trust funds or commingled funds maintained by a
          bank or similar financial organization (whether or not the Trustee
          hereunder); savings accounts, certificates of deposit, demand or time
          deposits or money market accounts of a bank or similar financial
          organization (whether or not the Trustee hereunder); annuity contracts
          that are "guaranteed benefit policies," as defined in ERISA Section
          401(b)(2)(B); unless excluded in the Adoption Agreement, life
          insurance policies; or in such other investments as is deemed proper
          without regard to investments authorized by statute or rule of law
          governing the investment of trust funds but with regard to ERISA and
          this Plan. Notwithstanding the preceding sentence, the Prototype
          Sponsor may, as a condition of making the Plan available to the
          Adopting Employer, limit the types of property in which the assets of
          the Plan may be invested. The list of permissible investment options
          shall be further limited in accordance with any applicable law,
          regulations, or other restrictions applicable to the Trustee or
          Custodian, including, but not limited to, internal operational
          procedures adopted by such Trustee (or Custodian, if applicable). The
          actions of a Discretionary Trustee named in the Adoption Agreement
          shall also be subject to the funding policy statement provided by the
          Adopting Employer. If any Trustee (or Custodian, if applicable)
          invests all or any portion of the Fund pursuant to written
          instructions provided by the Adopting Employer (including an
          investment manager appointed by the Adopting Employer pursuant to Plan
          Section 7.22(C)) or any Participant pursuant to Plan Section 7.22(B),
          the Trustee (or Custodian, if applicable) will be deemed to have
          invested pursuant to the Adopting Employer's funding policy statement

          To the extent the assets of the Plan are invested in a group trust,
          including a collective trust fund or commingled funds maintained by a
          bank or similar financial organization, the declaration of trust of
          such composite trust shall be deemed to be a part of the Plan, and
          any investment in such composite trust shall be subject to all of the
          provisions of such declaration of trust, as the same may be amended
          or supplemented from time to time.

          If the responsibility for directing investments for Elective
          Deferrals (and earnings) is executed by someone other than the
          Participants, the acquisition of Qualifying Employer Securities will
          be limited to ten percent of the fair market value of the assets of
          the Plan, to the extent required by ERISA Section 407(b)(2).

     E.   MATTERS RELATING TO INSURANCE

          1.   If elected by the Plan Sponsor in the Adoption Agreement, a life
               insurance contract may be purchased on behalf of a Participant.
               No life insurance contract may be purchased unless the insured
               under the contract is the Participant or, where this Plan is a
               profit sharing or 401(k) plan, the Participant's Spouse or
               another individual in whom the Participant has an insurable
               interest. If a life insurance contract is to be purchased for a
               Participant, the aggregate premium for certain life insurance for
               each Participant must be less than a certain percentage of the
               aggregate Employer Contributions and Forfeitures allocated to a
               Participant's Individual Account at any particular time as
               follows.

               a.   Ordinary Life Insurance - For purposes of these incidental
                    insurance provisions, ordinary life insurance contracts are
                    contracts with both nondecreasing death benefits and
                    nonincreasing premiums. If such contracts are purchased,
                    less than 50 percent of the aggregate Employer Contributions
                    and Forfeitures allocated to any Participant's Individual
                    Account will be used to pay the premiums attributable to
                    them.

               b.   Term and Universal Life Insurance - No more than 25 percent
                    of the aggregate Employer Contributions and Forfeitures
                    allocated to any Participant's Individual Account will be
                    used to pay the premiums on term life insurance contracts,
                    universal life insurance contracts, and all other life
                    insurance contracts which are not ordinary life.

               c.   Combination - The sum of 50 percent of the ordinary life
                    insurance premiums and all other life insurance premiums
                    will not exceed 25 percent of the aggregate Employer
                    Contributions and Forfeitures allocated to any Participant's
                    Individual Account.

               If this Plan is a profit sharing plan, the above incidental
               benefits limits do not apply to life insurance contracts
               purchased by an Employee who has been a Participant in the Plan
               for five or more years or purchased with Employer Contributions
               and Forfeitures that have been in the Participant's Individual
               Account for at least two full Plan Years, measured from the date
               such contributions were allocated. For purposes of this Plan
               Section 7.22(E)(1), rollover and transfer contributions shall be
               considered Employer Contributions, and therefore may be used to
               pay contract premiums. No part of the Deductible Employee
               Contribution account will be used to purchase life insurance.

          2.   Any dividends or credits earned on insurance contracts for a
               Participant shall be allocated to such Participant's Individual
               Account derived from Employer Contributions for whose benefit the
               contract is held.

          3.   Subject to Plan Section 5.10, the contracts on a Participant's
               life will be converted to cash or an annuity or distributed to
               the Participant upon separation from service with the Employer.
               In addition, contracts on the joint lives of a Participant and
               another person may not be maintained under this Plan if such
               Participant ceases to have an insurable interest in such other
               person.

          4.   Subject to Plan Section 7.22(D), the Trustee (or Custodian, if
               applicable) shall apply for and will be the owner of any
               insurance contract(s) purchased under the terms of this Plan. The
               insurance contract(s) must provide that proceeds will be payable
               to the trust fund. However, the Trustee (or Custodian, if
               applicable) shall be required to pay over all proceeds of the
               contract(s) to the Participant's Designated Beneficiary in
               accordance with the distribution provisions of this Plan. A
               Participant's Spouse will be the designated beneficiary of the
               proceeds in all circumstances unless a Qualified Election has
               been made in accordance with Plan Section 5.10. Under no
               circumstances shall the Fund retain any part of the proceeds. In
               the event of any conflict between the terms of this Plan and the
               terms of any insurance contract purchased hereunder, the Plan
               provisions shall control.

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<PAGE>

          5.   Subject to Plan Section 7.22(D), the Plan Administrator may
               direct the Trustee (or Custodian, if applicable) to sell and
               distribute insurance or annuity contracts to a Participant (or
               other party as may be permitted) in accordance with applicable
               law or regulations.

          6.   Notwithstanding any other provision herein, and except as may be
               otherwise provided by ERISA, the Employer shall indemnify and
               hold harmless the insurer, its officers, directors, employees,
               agents, heirs, executors, successors, and assigns, from and
               against any and all liabilities, damages, judgments, settlements,
               losses, costs, charges, or expenses (including legal expenses) at
               any time arising out of or incurred in connection with any action
               taken by such parties in the performance of their duties with
               respect to this Plan, unless there has been a final adjudication
               of gross negligence or willful misconduct in the performance of
               such duties.

               Further, except as may be otherwise provided by ERISA, the
               Employer will indemnify the insurer from any liability, claim,
               or expense (including legal expense) that the insurer incurs by
               reason of, or which results in whole or in part from the
               reliance of the insurer on the facts and other directions and
               elections the Employer communicates or fails to communicate.

7.23 PROCEDURES AND OTHER MATTERS REGARDING DOMESTIC RELATIONS ORDERS

     A.   To the extent provided in any Qualified Domestic Relations Order, the
          former Spouse of a Participant shall be treated as a surviving Spouse
          of such Participant for purposes of any benefit payable in the form of
          either a Qualified Joint and Survivor Annuity or Qualified
          Preretirement Survivor Annuity.

     B.   The Plan shall not be treated as failing to meet the requirements of
          the Code, which generally prohibits payment of benefits before the
          Participant's Termination of Employment or Severance from Employment,
          as applicable, with the Employer, solely by reason of payments to an
          Alternate Payee pursuant to a Qualified Domestic Relations Order.

     C.   In the case of any Domestic Relations Order received by the Plan,

          1.   the Plan Administrator shall promptly notify the Participant and
               any other Alternate Payee of the receipt of such order and the
               Plan's procedure for determining the qualified status of Domestic
               Relations Orders, and

          2.   within a reasonable period after receipt of such order, the Plan
               Administrator shall determine whether such order is a Qualified
               Domestic Relations Order and notify the Participant and each
               Alternate Payee of such determination.

          The Plan Administrator shall establish reasonable procedures to
          determine the qualified status of Domestic Relations Orders and to
          administer distributions under such qualified orders.

     D.   During any period in which the issue of whether a Domestic Relations
          Order is a Qualified Domestic Relations Order is being determined by
          the Plan Administrator, by a court of competent jurisdiction, or
          otherwise, the Plan Administrator shall segregate in a separate
          account in the Plan or in an escrow account the amounts which would
          have been payable to the Alternate Payee during such period if the
          order had been determined to be a Qualified Domestic Relations Order.
          If within 18 months the order or modification thereof is determined to
          be a Qualified Domestic Relations Order, the Plan Administrator shall
          pay the segregated amounts (plus any interest thereon) to the person
          or persons entitled thereto. If within 18 months either 1) it is
          determined that the order is not a Qualified Domestic Relations Order,
          or 2) the issue as to whether such order is a Qualified Domestic
          Relations Order is not resolved, then the Plan Administrator shall pay
          the segregated amounts (plus any interest thereon) to the person or
          persons who would have been entitled to such amounts if there had been
          no order. Any determination that an order is a Qualified Domestic
          Relations Order which is made after the close of the 18-month period
          shall be applied prospectively only.

7.24 INDEMNIFICATION OF PROTOTYPE SPONSOR

     Notwithstanding any other provision herein, and except as may be otherwise
     provided by ERISA, the Employer shall indemnify and hold harmless the
     Prototype Sponsor, its officers, directors, employees, agents, heirs,
     executors, successors, and assigns, from and against any and all
     liabilities, damages, judgments, settlements, losses, costs, charges, or
     expenses (including legal expenses) at any time arising out of or incurred
     in connection with any action taken by such parties in the performance of
     their duties with respect to this Plan, unless there has been a final
     adjudication of gross negligence or willful misconduct in the performance
     of such duties. Further, except as may be otherwise provided by ERISA, the
     Employer will indemnify the Prototype Sponsor from any liability, claim,
     or expense (including legal expense) that the Prototype Sponsor incurs by
     reason of, or which results in whole or in part from, the reliance of the
     Prototype Sponsor on the facts and other directions and elections the
     Employer, Plan Administrator, or Investment Fiduciary communicates or
     fails to communicate.

7.25 MILITARY SERVICE

     Notwithstanding any provision of this Plan to the contrary, contributions,
     benefits, and service credit with respect to qualified military service
     will be provided in accordance with Code Section 414(u).

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                      SECTION EIGHT: TRUSTEE AND CUSTODIAN

8.01 FINANCIAL ORGANIZATION AS CUSTODIAN

     This Section 801 applies where the Adopting Employer, by execution of the
     Adoption Agreement, appoints the entity named therein as Custodian for the
     Plan, and the entity accepts such appointment, all subject to the terms of
     the Basic Plan Document. The Adopting Employer represents and warrants to
     the entity that it has all requisite right, power, and authority and has
     taken all required actions necessary under the Plan and applicable law to
     designate the financial organization as Custodian of the Plan pursuant to
     the terms of the Basic Plan Document. The Employer, Plan Administrator,
     any Trustee, any other Investment Fiduciary, and the Custodian so
     appointed shall be bound by all the terms of this Basic Plan Document and
     Adoption Agreement. Notwithstanding any provision hereof regarding the
     responsibilities of or granting powers to the Custodian, the Custodian
     shall serve as a non-discretionary, directed Custodian of the Fund, shall
     have no discretionary authority with respect to the management or
     administration of the Plan or the Fund, and will act only as directed by
     the entity or individual who has such authority.

     A.   RESPONSIBILITIES OF THE CUSTODIAN - The Custodian's responsibilities
          may be further limited by the Plan Trustee(s) and, notwithstanding any
          provision hereof to the contrary, may also be further limited by the
          terms of a separate agreement between the Custodian and the Adopting
          Employer. Subject to the previous sentence, the responsibilities of
          the Custodian shall be limited to the following:

          1.   To receive Plan contributions and to hold, invest and reinvest,
               and distribute the Fund as authorized by the Adopting Employer or
               its designee without distinction between principal and interest;
               provided, however, that nothing in this Plan shall require the
               Custodian to maintain physical custody of stock certificates (or
               other indicia of ownership of any type of asset) representing
               assets within the Fund.

          2.   To maintain accurate records of contributions, investments,
               earnings, receipts, disbursements, withdrawals, and other
               transactions with respect to the Fund, and all accounts, books,
               and records relating thereto shall be open at all reasonable
               times to inspection and audit by any person designated by the
               Employer; provided, however, that the Custodian is given
               reasonable advance notice of such inspection by the Employer. On
               direction of the Adopting Employer or Plan Administrator, and if
               agreed to in writing by the Custodian, the Custodian may provide
               annual or interim accountings, valuations, or other reports
               concerning the assets of the custodial account subject to payment
               of all required additional fees for such reports. The Custodian's
               accounting will be at the Custodial Account level rather than the
               Participant level, and the Custodian will not be responsible for
               Participant-level record-keeping, reporting, or communication
               unless it agrees to do so in a separate written agreement with
               the Adopting Employer or Plan Administrator. The Custodian will
               also furnish the Adopting Employer with such other information as
               the Custodian possesses and which is necessary for the Adopting
               Employer to comply with the reporting requirements of ERISA, as
               applicable. An accounting will be deemed to have been approved by
               the Adopting Employer unless the Adopting Employer or Plan
               Administrator objects to the contents of an accounting within
               sixty (60) days of its mailing or electronic transmission by the
               Custodian. Any objections must set forth the specific grounds on
               which they are based. Upon approval, the Custodian shall be
               forever released from any and all liability with respect to the
               Account.

          3.   To make disbursements from the Fund to Participants or
               Beneficiaries upon the proper authorization of the Plan
               Administrator.

          4.   To furnish to the Plan Administrator an annual statement which
               reflects the value of the investments in the custody of the
               Custodian as of the end of the period and as of any other times
               as the Custodian and Plan Administrator may agree to in writing,
               including an agreement regarding the application of additional
               fees for such additional report.

     B.   POWERS OF THE CUSTODIAN - Except as otherwise provided in this Plan,
          and subject to receipt of instructions from the Adopting Employer,
          Plan Administrator, or Investment Fiduciary, as appropriate, the
          Custodian shall have the power, but, in the absence of proper
          direction as provided in Section 8.01(A) above, not the duty to take
          any action with respect to the Fund which it deems necessary or
          advisable to discharge its responsibilities under this Plan including,
          but not limited to, the following powers:

          1.   To invest all or a portion of the Fund (including idle cash
               balances) in time deposits, savings accounts, money market
               accounts, or similar investments bearing a reasonable rate of
               interest in the Custodian's own savings department or the savings
               department of another financial organization;

          2.   To vote upon any stocks, bonds, or other securities; to give
               general or special proxies or powers of attorney with or without
               power of substitution; to exercise any conversion privileges or
               subscription rights and to make any payments incidental thereto;
               to oppose, or to consent to, or otherwise participate in,
               corporate reorganizations or other changes affecting corporate
               securities, and to pay any assessment or charges in connection
               therewith; and generally to exercise any of the powers of an
               owner with respect to stocks, bonds, securities, or other
               property;

          3.   To hold securities or other property of the Fund in its own
               name, in the name of its nominee, or in bearer form; and

          4.   To make, execute, acknowledge, and deliver any and all documents
               of transfer and conveyance and any and all other instruments that
               may be necessary or appropriate to carry out the powers herein
               granted.

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8.02 TRUSTEE

     This Section 8.02 applies where either a financial organization and/or one
     or more individuals has/have indicated in the Adoption Agreement that it
     will serve as Trustee with respect to all or a portion of the assets of
     the Fund. The responsibilities and powers of the Trustee may not be
     expanded except with its prior written consent and, notwithstanding any
     provision hereof to the contrary, may be further limited by the terms of a
     separate agreement between the Trustee and the Adopting Employer.
     Notwithstanding any provision hereof regarding the responsibilities of or
     granting powers to the Trustee, a Directed Trustee shall have no
     discretionary authority with respect to the management or administration
     of the Plan or the Fund, and will act only as directed by the entity or
     individual who has such authority.

     A.   ESTABLISHMENT OF THE TRUST

          1.   The Adopting Employer and the Trustee hereby agree to the
               establishment of a trust consisting of the Fund, The Trustee
               shall carry out the duties and responsibilities herein specified,
               but shall be under no duty to determine whether the amount of any
               contribution by the Employer or any Participant is in accordance
               with the terms of the Plan nor shall the Trustee be responsible
               for the collection of any contributions required under the Plan.

          2.   The Fund shall be held, invested, reinvested and administered by
               the Trustee in accordance with the terms of the Plan and this
               Agreement solely in the interest of Participants and their
               Beneficiaries and for the exclusive purpose of providing benefits
               to Participants and their Beneficiaries and defraying reasonable
               expenses of administering the Plan. Except as provided in Section
               8.02(G)(2), no assets of the Plan shall inure to the benefit of
               the Employer.

          3.   The Trustee shall pay benefits and expenses from the Fund only
               upon the written direction of the Plan Administrator, The Trustee
               shall be fully entitled to rely on such directions furnished by
               the Plan Administrator, and shall be under no duty to ascertain
               whether the directions are in accordance with the provisions of
               the Plan.

     B.   INVESTMENT OF THE FUND

          1.   The Adopting Employer shall have the exclusive authority and
               discretion to select the permissible investment funds
               ("Permissible Investment Funds") available for investment under
               the Plan. In making such selection, the Employer shall use the
               care, skill, prudence and diligence under the circumstances then
               prevailing that a prudent person acting in a like capacity and
               familiar with such mailers would use in the conduct of an
               enterprise of a like character and with like aims. The available
               investments under the Plan shall be sufficiently diversified so
               as to minimize the risk of large losses, unless under the
               circumstances it is clearly prudent not to do so. The Employer
               shall notify the Trustee in writing of the selection of the
               Permissible Investment Funds currently available for investment
               under the Plan, and any changes thereto.

          2.   Unless otherwise designated by the Employer in the Adoption
               Agreement, each Participant shall have the exclusive right, in
               accordance with the provisions of the Plan, to direct the
               investment by the Trustee of all amounts allocated to the
               separate accounts of the Participant under the Plan among any one
               or more of the available Permissible Investment Funds. All
               investment directions by Participants shall be timely furnished
               to the Trustee by the Plan Administrator, except to the extent
               such directions are transmitted telephonically or otherwise by
               Participants directly to the Trustee or its delegate in
               accordance with rules and procedures established and approved by
               the Plan Administrator and communicated to the Trustee. In making
               any investment of the assets of the Fund, the Trustee shall be
               fully entitled to rely on such directions furnished to it by the
               Plan Administrator or by Participants in accordance with the Plan
               Administrator's approved rules and procedures, and shall be under
               no duty to make any inquiry or investigation with respect
               thereto.

          3.   Notwithstanding Section 7.22(A) of the Plan, to the extent so
               designated by the Employer in the Adoption Agreement, the Trustee
               shall invest amounts allocated to the separate accounts of
               Participants under the Plan as directed by the Plan Administrator
               or other named fiduciary for the Plan (including any investment
               manager as defined in Section 3(38) of ERISA) identified by the
               Employer in the Adoption Agreement. In making any investments of
               the assets of the Fund, the Trustee shall be fully entitled to
               rely on such directions properly furuished to it by the Plan
               Administrator or named fiduciary and shall be under no duty to
               make any inquiry or investigation with respect thereto.

          4.   The Plan or Plan Administrator may designate a default fund
               under the Plan in which the Trustee shall deposit contributions
               to the Fund on behalf of Participants who have been identified by
               the Plan Administrator as having not specified investment choices
               under the Plan. If the Trustee receives any asset that is not
               accompanied by instructions directing its investment, the Trustee
               shall immediately notify the Plan Administrator of that fact, and
               the Trustee may, in its discretion, return or hold all or a
               portion of the received asset outside of the Fund without
               liability for loss of income or appreciation pending receipt of
               proper investment directions. Otherwise, it is specifically
               intended under the Plan and this Agreement that the Trustee shall
               have no discretionary authority to determine the investment of
               the assets of the Fund.

          5.   Except as may be authorized by regulations promulgated by the
               Secretary of Labor, the Trustee shall not maintain the indicia of
               ownership in any assets of the Fund outside of the jurisdiction
               of the district courts of the United States.

     C.   POWERS OF THE TRUSTEE - Subject to the provisions of Sections
          8.02(B)(l), 8.02(B)(2) & 8.02(B)(3), the Trustee shall have the
          authority, in addition to any authority given by law, to exercise the
          following powers in the administration of the Fund:

          1.   to invest and reinvest all or a part of the Fund in accordance
               with Participants' investment directions in any available
               Investment Fund selected by the Employer without restriction to
               investments authorized for fiduciaries, including, without
               limitation on the amount that may be invested therein, any
               common, collective or commingled trust fund. Any investment in,
               and any terms and conditions of, any common, collective or
               commingled trust fund available only to employee trusts which
               meets the requirements of the Code, or corresponding provisions
               of subsequent income tax laws of the United States, shall
               constitute an integral part of this Section 8.02 and the Plan;

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          2.   to dispose of all or any part of the investments, securities, or
               other property which may from time to time or at any time
               constitute the Fund, and to make, execute and deliver to the
               purchasers thereof good and sufficient deeds of conveyance
               therefor, and all assignments, transfers and other legal
               instruments, either necessary or convenient for passing the title
               and ownership thereto, free and discharged of all trusts and
               without liability on the part of such purchasers to see to the
               application of the purchase money;

          3.   to hold that portion of the Fund as the Trustee may deem
               necessary for ordinary administration, the transfer of assets to
               another trust or fiduciary, pending investment instructions, and
               for the disbursement of funds in cash, without liability for
               interest, by depositing the same in any bank (including deposits
               that bear no interest or a reasonable rate of interest in a bank
               or similar financial institution supervised by the United States
               or a State, even where a bank or financial institution is the
               Trustee, or otherwise is a Fiduciary of the Plan, subject to the
               rules and regulations governing such deposits, and without regard
               to the amount of any such deposit);

          4.   to cause any investment of the Fund to be registered in the name
               of the Trustee or the name of its nominee or nominees or to
               retain such investment unregistered or in a form permitting
               transfer by delivery; provided that the books and records of the
               Trustee shall at all times show that all such investments are
               part of the Fund;

          5.   except as provided further in Section 8.02(E) hereof with
               respect to shares of Qualifying Employer Securities that are held
               by the Fund, to vote in person or by proxy with respect to all
               mutual fund shares which are held by the Plan solely in
               accordance with directions furnished to it by the Employer, and
               to vote in person or by proxy with respect to all other
               securities credited to a Participant's separate accounts under
               the Plan solely in accordance with directions furnished to it by
               the Participant;

          6.   to consult and employ any suitable agent to act on behalf of the
               Trustee and to contract for legal, accounting, clerical and other
               services deemed necessary by the Trustee to manage and administer
               the Fund according to the terms of the Plan and this Agreement;

          7.   upon the written direction of the Plan Administrator, to make
               loans from the Fund to Participants in amounts and on terms
               approved by the Plan Administrator in accordance with the
               provisions of the Plan; provided that the Plan Administrator
               shall have the responsibility for collecting all loan repayments
               required to be made under the Plan and for furnishing the Trustee
               with copies of all promissory notes evidencing such loans; and

          8.   to pay from the Fund all taxes imposed or levied with respect to
               the Fund or any part thereof under existing or future laws, and
               to contest the validity or amount of any tax, assessment, claim
               or demand respecting the Fund or any part thereof.

     D.   DUTIES AND RESPONSIBILITIES OF THE TRUSTEE

          1.   The Trustee, the Employer and the Plan Administrator shall each
               discharge their assigned duties and responsibilities under this
               Agreement and the Plan solely in the interest of Participants and
               their Beneficiaries in the following manner:

               (a)  for the exclusive purpose of providing benefits to
                    Participants and their Beneficiaries and defraying
                    reasonable expenses of administering the Plan;

               (b)  with the care, skill, prudence, and diligence under the
                    circumstances then prevailing that a prudent person acting
                    in a like capacity and familiar with such matters would use
                    in the conduct of an enterprise of a like character and with
                    like aims;

               (c)  by diversifying the available investments under the Plan so
                    as to minimize the risk of large losses, unless under the
                    circumstances it is clearly prudent not to do so; and

               (d)  in accordance with the provisions of the Plan and this
                    Section 8.02 insofar as they are consistent with the
                    provisions of ERISA.

          2.   The Trustee shall keep full and accurate accounts of all
               receipts, investments, disbursements and other transactions
               hereunder, including such specific records as may be agreed upon
               in writing between the Employer and the Trustee. All such
               accounts, books and records containing Plan information shall be
               open to inspection and audit at all reasonable times by any
               authorized representative of the Employer or the Plan
               Administrator. A Participant may examine only those individual
               account records pertaining directly to him.

          3.   Within 120 days after the end of each Plan Year or within 120
               days after its removal or resignation, the Trustee shall file
               with the Plan Administrator a written account of the
               administration of the Fund showing all transactions effected by
               the Trustee subsequent to the period covered by the last
               preceding account to the end of such Plan Year or date of removal
               or resignation and all property held at its fair market value at
               the end of the accounting period. Upon approval of such
               accounting by the Plan Administrator, neither the Employer nor
               the Plan Administrator shall be entitled to any further
               accounting by the Trustee. The Plan Administrator may approve
               such accounting by written notice of approval delivered to the
               Trustee or by failure to express objection to such accounting in
               writing delivered to the Trustee within 90 days from the date on
               which the accounting is delivered to the Plan Administrator.

          4.   The Trustee shall not be required to determine the facts
               concerning the eligibility of any Participant to participate in
               the Plan, the amount of benefits payable to any Participant or
               Beneficiary under the Plan, or the date or method of payment or
               disbursement. The Trustee shall be fully entitled to rely solely
               upon the written advice and directions of the Plan Administrator
               as to any such question of fact.

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     5.   Unless resulting from the Trustee's negligence, willful misconduct,
          lack of good faith, or breach of its fiduciary duties under this
          Agreement or ERISA, the Employer shall indemnify and save harmless the
          Trustee from, against, for and in respect of any and all damages,
          losses, obligations, liabilities, liens, deficiencies, costs and
          expenses, including without limitation, reasonable attorney's fees
          incident to any suit, action, investigation, claim or proceedings
          suffered, sustained, incurred or required to be paid by the Trustee in
          connection with the Plan or this Section 8.02.

E.   VOTING AND OTHER RIGHTS OF QUALIFYING EMPLOYER SECURITIES

          1.   Each Participant or Beneficiary of a deceased Participant
               (referred to herein collectively as Participant) shall have the
               right to direct the Trustee as to the manner of voting and the
               exercise of all other rights which a shareholder of record has
               with respect to shares (and fractional shares) of Qualifying
               Employer Securities which have been allocated to the
               Participant's separate account including, but not limited to, the
               right to sell or retain shares in a public or private tender
               offer.

          2.   All shares (and fractional shares) of Qualifying Employer
               Securities for which the Trustee has not received timely
               Participant directions shall be voted or exercised by the Trustee
               in the same proportion as the shares (and fractional shares) of
               Qualifying Employer Securities for which the Trustee received
               timely Participant directions, except in the case where to do so
               would be inconsistent with the provisions of Title I of ERISA.
               All reasonable efforts shall be made to inform each Participant
               that shares of Employer Stock for which the Trustee does not
               receive Participant direction shall be voted pro rata in
               proportion to the shares for which the Trustee has received
               Participant direction.

          3.   Notwithstanding anything to the contrary, in the event of a
               tender offer for Qualifying Employer Securities, the Trustee
               shall interpret a Participant's silence as a direction not to
               tender the shares of Qualifying Employer Securities allocated to
               the Participant's separate account and, therefore, the Trustee
               shall not tender any shares (or fractional shares) of Qualifying
               Employer Securities for which it does not receive timely
               directions to tender such shares (or fractional shares) from
               Participants, except in the case where to do so would be
               inconsistent with the provisions of Title I of ERISA.
               Furthermore, tender offer materials provided to Participants
               shall specifically inform Participants that the Trustee shall
               interpret a Participant's silence as a direction not to tender
               the Participant's shares of Qualifying Employer Securities.

          4.   Each Participant exercising his authority under this Article
               shall be considered a named fiduciary of the Plan within the
               meaning of ERISA section 402(a)(2) with respect to the voting
               directions or response to an offer provided by the Participant
               (including in the case where a Participant's silence is treated
               by the Trustee as a direction not to tender as provided under
               Section 8.02(E)(3) hereof).

          5.   Information relating to the purchase, holding and sale of
               securities and the exercise of voting, tender and other similar
               rights with respect to Qualifying Employer Securities by
               Participants and beneficiaries shall be maintained in accordance
               with procedures that are designed to safeguard the
               confidentiality of such information, except to the extent
               necessary to comply with Federal laws or State laws not preempted
               by ERISA. The Trustee shall be the fiduciary who is responsible
               for ensuring that such procedures are sufficient to safeguard the
               confidentiality of the information described above, and that such
               procedures are followed.

          6.   Notwithstanding any provision contained in the Plan to the
               contrary, this Section 8.02(E) shall govern the procedures to be
               followed in connection with the voting of Qualifying Employer
               Securities held by the Plan and the disposition of Qualifying
               Employer Securities pursuant to any tender or exchange offer
               therefor. In the event of any conflict or inconsistency between
               the provisions of this Section 8.02(E) and any other provisions
               of the Plan, the provisions of this Section 8.02(E) shall
               control.

     F.   APPOINTMENT OF INVESTMENT MANAGERS

          1.   Subject to Plan Section 7.22(D), the Plan Administrator may
               appoint one or more Investment Managers with respect to some or
               all of the assets of the Fund as contemplated by section
               402(c)(3) of ERISA. Any such investment manager shall acknowledge
               to the Plan Administrator in writing that it accepts such
               appointment and that it is an ERISA fiduciary with respect to the
               Plan and the Fund. The Plan Administrator shall provide the
               Trustee with a copy of the written agreement (and any amendments
               thereto) between the Plan Administrator and the Investment
               Manager. By notifying the Trustee of the appointment of an
               Investment Manager, the Plan Administrator shall be deemed to
               certify that such Investment Manager meets the requirements of
               section 3(38) of ERISA. The authority of the Investment Manager
               shall continue until the Plan Administrator rescinds the
               appointment or the Investment Manager has resigned.

          2.   The assets with respect to which a particular Investment Manager
               has been appointed shall be specified by the Plan Administrator
               and shall be segregated in a separate account for the Investment
               Manager (the "Separate Account") and the Investment Manager shall
               have the power to direct the Trustee in every aspect of the
               investment of the assets of the Separate Account. The Investment
               Manager will be the fiduciary responsible for the selecting,
               negotiating, placing (including the execution of) investment
               contracts, and valuing of all investments held under the Separate
               Account. The Trustee may rely on such valuations including but
               not limited to the Investment Manager's responsibility for
               determining, and promptly informing Trustee, if assets should be
               carried on the Plans' books at any value other than contract
               value. The Investment Manager shall be responsible for making any
               proxy voting or tender offer decisions with respect to securities
               held in the Separate Account and the Investment Manager shall
               maintain a record of the reasons for the manner in which it voted
               proxies or responded to tender offers. The Trustee shall not be
               liable for the acts or omissions of an Investment Manager and
               shall have no liability or responsibility for acting or not
               acting pursuant to the direction of, or failing to act in the
               absence of, any direction from an Investment Manager, unless the
               Trustee knows that by such action or failure to act it would be
               itself committing a breach of

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<PAGE>
               fiduciary duty or participating in a breach of fiduciary duty by
               such Investment Manager, it being the intention of the parties
               that the Trustee shall have the full protection of section
               405(d) of ERISA.

     G.   PROHIBITION OF DIVERSION

          1.   Except as provided in Section 8.02(G)(2) of this Article, at no
               time prior to the satisfaction of all liabilities with respect to
               Participants and their Beneficiaries under the Plan shall any
               part of the corpus or income of the Fund be used for, or diverted
               to, purposes other than for the exclusive benefit of Participants
               or their Beneficiaries, or for defraying reasonable expenses of
               administering the Plan.

       2. The provisions of Section 8.02(G)(l) notwithstanding, contributions
          made by the Employer under the Plan may be returned to the Employer
          under the following conditions:

          (a)  If a contribution is made by mistake of fact, such contribution
               may be returned to the Employer within one year of the payment
               of such contribution;

          (b)  Contributions to the Plan are specifically conditioned upon their
               deductibility under the Code. To the extent a deduction is
               disallowed for any such contribution, it may be returned to the
               Employer within one year after the disallowance of the deduction.
               Contributions which are not deductible in the taxable year in
               which made but are deductible in subsequent taxable years shall
               not be considered to be disallowed for purposes of this
               subsection; and

          (c)  Contributions to the Plan are specifically conditioned on initial
               qualification of the Plan under the Code. If the Plan is
               determined to be disqualified, contributions made in respect of
               any period subsequent to the effective date of such
               disqualification may be returned to the Employer within
               one year after the date of denial of qualification, but only
               if the application for the qualification is made by the time
               prescribed by law for filing the employer's return for the
               taxable year in which the plan is adopted, or such later date
               as the Secretary of the Treasury may prescribe.

   H.  COMMUNICATION WITH PLAN ADMINISTRATOR AND ADOPTING EMPLOYER

       1. Whenever the Trustee is permitted or required to act upon the
          directions or instructions of the Plan Administrator, the Trustee
          shall be entitled to act upon any written communication signed or
          electronic communication reasonably believed to be sent by any person
          or agent designated to act as or on behalf of the Plan Administrator.
          Such person or agent shall be so designated either under the
          provisions of the Plan or in writing by the Employer and their
          authority shall continue until revoked in writing. The Trustee shall
          incur no liability for failure to act on such person's or agent's
          instructions or orders without written communication, and the Trustee
          shall be fully protected in all actions taken in good faith in
          reliance upon any instructions, directions, certifications and
          communications believed to be genuine and to have been signed or
          communicated by the proper person.

       2. The Adopting Employer shall notify the Trustee in writing as to the
          appointment, removal or resignation of any person designated to act as
          or on behalf of the Plan Administrator. After such notification, the
          Trustee shall be fully protected in acting upon the directions of, or
          dealing with, any person designated to act as or on behalf of the Plan
          Administrator until it receives notice to the contrary. The Trustee
          shall have no duty to inquire into the qualifications of any person
          designated to act as or on behalf of the Plan Administrator.

  I.  TRUSTEE'S COMPENSATION - The Trustee shall be entitled to reasonable
      compensation for its services as may be agreed upon by the Trustee and the
      Adopting Employer. The Trustee shall also be entitled to reimbursement for
      all expenses properly and actually incurred on behalf of the Plan. Such
      compensation or reimbursement shall be paid to the Trustee out of the Fund
      unless paid directly by the Employer. The Trustee's compensation shall
      also include any earnings attributable to outstanding benefit checks
      issued to participants (with the earnings period beginning on the date the
      check is written and ending on the date the check is presented for
      payment) and assets received by the Trustee pending receipt of proper
      investment instructions pursuant to Section 8.02(B)(4) (with the earnings
      period beginning on the date the assets are received and ending on the
      date in which proper investment instructions are received). The
      earnings rate on such amounts shall generally be based upon the federal
      approximate funds rate.

  J.  RESIGNATION AND REMOVAL OF TRUSTEE

     1.   The Trustee may resign at any time by written notice to the Employer
          which shall be effective 30 days after delivery unless prior thereto a
          successor trustee shall have been appointed.

     2.   The Trustee may be removed by the Employer at any time upon 30 days
          written notice to the Trustee; such notice, however, may be waived by
          the Trustee.

     3.   The appointment of a successor trustee hereunder shall be accomplished
          by and shall take effect upon the delivery to the resigning or removed
          Trustee, as the case may be, of written notice of the Employer
          appointing such successor trustee, and an acceptance in writing of the
          office of successor trustee hereunder executed by the successor so
          appointed. Any successor trustee may be either a corporation
          authorized and empowered to exercise trust powers or one or more
          individuals. All of the provisions set forth herein with respect to
          the Trustee shall relate to each successor trustee so appointed with
          the same force and effect as if such successor trustee had been
          originally named herein as the Trustee hereunder. If within 30 days
          after notice of resignation has been given under the provisions of
          this Article a successor trustee has not been appointed, the resigning
          Trustee or the Employer may apply to any court of competent
          jurisdiction for the appointment of a successor trustee.

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<PAGE>

          4.   Upon the appointment of a successor trustee, the resigning or
               removed Trustee shall transfer and deliver the Fund to such
               successor trustee, after reserving such reasonable amount as it
               shall deem necessary to provide for its expenses in the
               settlement of its account, the amount of any compensation due to
               it and any sums chargeable against the Fund for which it may be
               liable. If the sums so reserved are not sufficient for such
               purposes, the resigning or removed Trustee shall be entitled to
               reimbursement for any deficiency from the successor trustee and
               the Employer who shall be jointly and severally liable therefor.

     K.   AMENDMENT AND TERMINATION OF THE TRUST AND PLAN

          1.   The Employer may, by delivery to the Trustee of an instrument in
               writing, amend, terminate or partially terminate this Agreement
               at any time; provided, however, that no amendment shall increase
               the duties or liabilities of the Trustee without the Trustee's
               consent; and, provided further, that no amendment shall divert
               any part of the Fund to any purpose other than providing benefits
               to Participants and their Beneficiaries or defraying reasonable
               expenses of administering the Plan.

          2.   If the Plan is terminated in whole or in part, or if the
               Employer permanently discontinues its contributions to the Plan,
               the Trustee shall distribute the Fund or any part thereof in such
               manner and at such times as the Plan Administrator shall direct
               in writing. In the absence of receipt of such written directions
               after the effective date of such termination, the Trustee may
               distribute the Fund in accordance with the provisions of the
               Plan.

8.03 NO OBLIGATION TO QUESTION DATA

     The Employer shall furnish the Trustee (or Custodian, if applicable) and
     Plan Administrator the information which each party deems necessary for the
     administration of the Plan including, but not limited to, changes in a
     Participant's status, eligibility, mailing addresses and other such data as
     may be required. The Trustee (or Custodian, if applicable) and Plan
     Administrator shall be entitled to act on such information as is supplied
     them and shall have no duty or responsibility to further verity or question
     such information.

8.04 DEGREE OF CARE - LIMITATIONS OF LIABILITY

     The Trustee (or Custodian, if applicable) shall be under no duty to take
     any action other than its express responsibilities under this Plan unless
     the responsible party under the terms of the Plan shall furnish the
     Trustee (or Custodian, if applicable) with written instructions; provided
     that in no event may the Trustee's (or Custodian's, if applicable)
     responsibilities be expanded except with its prior written consent. Any
     instructions hereunder may be delivered to the Trustee (or Custodian, if
     applicable) directly by the responsible party or by other mutually agreed
     upon parties. The Trustee (or Custodian, if applicable) shall not be
     liable for any action taken or omitted by it in good faith in reliance
     upon any instructions received hereunder or any other notice, request,
     consent, certificate, or other instrument or paper reasonably believed by
     it to be genuine and to have been properly executed. A Directed Trustee
     (or Custodian, if applicable) shall have no duty to inquire into the
     purpose or propriety of any order, instruction, or other communication
     received hereunder and may conclusively presume that any such order,
     instruction, or other communication is accurate and complete. The Trustee
     (or Custodian, if applicable) shall not be responsible for determining
     that all instructions provided to the Trustee (or Custodian, if
     applicable) are being given by the appropriate party and are in proper
     form under the provisions of the Plan and applicable law. The Trustee (or
     Custodian, if applicable) may conclusively presume that any instructions
     received have been duly authorized by the Employer, Investment Fiduciary,
     Plan Administrator, Trustee, or Participant, as applicable, pursuant to
     the terms of the Plan and applicable law.

     The Trustee (or Custodian, if applicable) shall not be responsible for the
     validity or effect or the qualification under the Code or the Plan. The
     Trustee (or Custodian, if applicable) shall not be required to take any
     action upon receipt of any notice from the IRS or other taxing authority
     (unless such notice relates to the performance of the Trustee (or
     Custodian, if applicable) responsibilities in Plan Sections 8.01(A) or
     8.02(A)) except to promptly forward a copy thereof to the Employer.
     Further, it is specifically understood that the Trustee (or Custodian, if
     applicable) shall have no duty or responsibility with respect to the
     determination of matters pertaining to the eligibility of any Employee to
     become a Participant or remain a Participant hereunder, the amount of
     benefit to which a Participant or Beneficiary shall be entitled to receive
     hereunder, whether a distribution to Participant or Beneficiary is
     appropriate under the terms of the Plan, the size and type of any policy
     to be purchased from any insurer for any Participant hereunder, or any
     other similar matters, it being understood that all such responsibilities
     under the Plan are vested in the Plan Administrator.

8.05 MISCELLANEOUS

     A.   GOVERNING LAW - Notwithstanding any other section or provision of
          this Plan, the construction, validity and administration of this Plan
          Section Eight shall be governed by the laws of the Commonwealth of
          Pennsylvania, except to the extent that such laws have been
          specifically superseded by ERISA.

     B.   NECESSARY PARTIES - To the extent permitted by law, only the Employer
          and the Trustee (or Custodian, if applicable) shall be necessary
          parties in any application to the courts for an interpretation of
          Section 8.01 or 8.02 or for an accounting by the Trustee (or
          Custodian, if applicable), and no other Plan Fiduciary, Participant,
          Beneficiary, or other person having an interest in the Fund shall be
          entitled to any notice or service of process. Any final judgment
          entered in such an action or proceeding shall, to the extent permitted
          by law, be conclusive upon all persons claiming in Plan Sections 8.01
          or 8.02.

     C.   FORCE MAJEURE - The Trustee (or Custodian, if applicable) shall not
          be responsible or liable for the failure or delay in performance of
          its obligations arising out of or caused, directly or indirectly, by
          circumstances beyond its reasonable control, or that could not be
          avoided by the exercise of due care, such as an act of God or any
          mechanical, electronic, or communications failure.

                   SECTION NINE: ADOPTING EMPLOYER SIGNATURE

Section Nine of the Plan Adoption Agreement must contain the signature of an
authorized representative of the Adopting Employer evidencing the Employer's
agreement to be bound by the terms of the Basic Plan Document, Adoption
Agreement, and, if applicable, separate trust or custodial agreement.

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<PAGE>

                                                              (VANGUARD LOGO)

COMPREHENSIVE 401(K) PROFIT SHARING PLAN
NONSTANDARDIZED ADOPTION AGREEMENT

                              EMPLOYER INFORMATION

Name of Adopting Employer  Hamilton Precision Metals, Inc.

Address  1780 Rohrerstown Road

City Lancaster             State PA          Zip 17601-2334

Telephone 717-569-7061    Adopting Employer's Federal Tax Identification Number
                          72-1532170

Adopting Employer's Tax Year End (specify month and day) 12/31

Type of Business (select one) [ ] Sole Proprietorship [ ] Partnership [X]
C Corporation [ ]S Corporation [ ] LLC [ ]Other (specify a legal entity
recognized under federal income tax laws)______

Name of Plan  Hamilton Precision Metals 401(k) Employee Savings Plan

Plan Sequence Number 002 Trust Identification Number (if applicable)
________________ Account Number 097409

RELATED EMPLOYERS - If the Adopting Employer is part of a controlled group of
corporations (as defined in Code Section 414(b) as modified by Code Section
415(h)), a group of commonly controlled trades or businesses (as defined in Code
Section 414(c) as modified by Code Section 415(h)) or an affiliated service
group (as defined in Code Section 414(m)) of which the Adopting Employer is a
part, or any other entity required to be aggregated with the Adopting Employer
pursuant to Code Section 414(o), then such related employers will participate
in this Plan, unless specifically indicated otherwise in Section Two, Part B of
this Adoption Agreement.

                          SECTION ONE: EFFECTIVE DATES
                              Complete Part A or B

PART A.  [ ]  NEW PLAN EFFECTIVE DATE

              This is the initial adoption of a 401(k) profit sharing plan by
              the Adopting Employer.

              The Effective Date of this Plan is ____________________________.

              The Effective Date for Elective Deferrals under this Plan, if
              different from above, is:

                  PRE-TAX ELECTIVE DEFERRALS (select one)

                  OPTION 1: [ ]  The next payroll date coinciding with or
                                 following the later of the date this Adoption
                                 Agreement is signed or the Effective Date.

                  OPTION 2: [ ]  ________________ (Must be on or after the
                                 later of the date this Adoption Agreement is
                                 signed or the Effective Date)

                  NOTE: If no option is selected, Option I will apply for
                  Pre-Tax Elective Deferrals.

                  ROTH ELECTIVE DEFERRALS (select one)

                  OPTION 1: [ ]  The next payroll date coinciding with or
                                 following the later of the date this Adoption
                                 Agreement is signed or the Effective Date.

                  OPTION 2: [ ]  ______________ (Must be on or after the later
                                 of the date this Adoption Agreement is signed
                                 or the Effective Date)

                  NOTE: If no option is selected, Option I will apply for Roth
                  Elective Deferrals.

              NOTE: The Effective Date is usually the first day of the
              Plan Year in which this Adoption Agreement is signed and may not
              be earlier than such date. Elective Deferrals, however, cannot
              be made available before the later of the date this Adoption
              Agreement is signed or the Effective Date for Elective
              Deferrals.

PART B.  [X]  EXISTING PLAN AMENDMENT OR RESTATEMENT DATE

              This is an amendment or restatement of an existing qualified
              plan (a Prior Plan).

              The Prior Plan was initially effective on 01/01/1994.

              The Effective Date of this amendment or restatement is
              01/01/2010 (except as otherwise provided on Attachment B, Special
              Effective Date(s), if applicable, or in the Basic Plan Document).

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              The Effective Date for Elective Deferrals under this Plan, if
              added by this amendment and different from above, is:

                  PRE-TAX ELECTIVE DEFERRALS (select one)

                  OPTION 1: [ ]  The next payroll date coinciding with or
                                 following the later of the date this Adoption
                                 Agreement is signed or the Effective Date.

                  OPTION 2: [ ]  _____________________ (Must be on or after
                                 the later of the date this Adoption Agreement
                                 is signed or the Effective Date)

                  NOTE: If no option is selected, Option I will apply for
                  Pre-Tax Elective Deferrals.

                  ROTH ELECTIVE DEFERRALS (select one)

                  OPTION 1:  [ ]  The next payroll date coinciding with or
                                  following the later of the date this Adoption
                                  Agreement is signed or the Effective Date.

                  OPTION 2:  [ ]  _________________ (Must be on or after the
                                  later of the date this Adoption Agreement is
                                  signed or the Effective Date)

                  NOTE: If no option is selected, Option I will apply for Roth
                  Elective Deferrals.

              NOTE: The restatement Effective Date is generally the first day of
              the Plan Year in which this Adoption Agreement is signed. An
              amendment or restatement Effective Date after the first day of the
              Plan Year in which this Adoption Agreement is signed may result in
              a reduction or elimination of accrued benefits, violating Code
              Section 411(d) (6). Notwithstanding the foregoing, Effective Dates
              for certain items (e.g., EGTRRA and other government
              pronouncements) are governed by the dates specified in the Basic
              Plan Document. If Elective Deferrals are being made available for
              the first time as a result of this amendment or restatement, the
              Elective Deferrals cannot be made available before the later of
              the date this Adoption Agreement is signed or the Effective Date
              for Elective Deferrals. If different Effective Dates are selected
              for Pre-Tax and Roth Elective Deferrals, the Effective Date for
              Pre-Tax Elective Deferrals must be either the same date or an
              earlier date than that selected for Roth Elective Deferrals.

                            SECTION TWO: ELIGIBILITY
                           Complete Parts A through E

NOTE: Eligibility requirements selected for Elective Deferrals will also apply
to Qualified Nonelective Contributions, if such contributions are made to the
Plan. Eligibility requirements selected for Matching Contributions will apply to
Qualified Matching Contributions, if such contributions are made to the Plan.

PART A.  AGE AND YEARS OF ELIGIBILITY SERVICE

         1.  AGE REQUIREMENT. An Employee will be eligible to become a
             Participant in the Plan for purposes of becoming a Contributing
             Participant (and thus eligible to make Elective Deferrals),
             receiving Matching Contributions, or receiving an allocation of any
             Employer Profit Sharing Contributions, as applicable, made pursuant
             to Section Three of the Adoption Agreement, after attaining the
             following age (select and complete all that apply):

             [x] Elective Deferrals - Age 18 (no more than 21).

             [x] Matching Contributions - Age 18 (no more than 21).

             [ ] Employer Profit Sharing Contributions - Age ______ (no more
                 than 21).

             NOTE: If no age is specified for a contribution source there will
             be no age requirement for such source.

         2.  YEARS OF ELIGIBILITY SERVICE REQUIREMENT. An Employee will be
             eligible to become a Participant in the Plan for purposes of
             becoming a Contributing Participant (and thus eligible to make
             Elective Deferrals), receiving Matchin Contributions, or receiving
             an allocation of any Employer Profit Sharing Contributions, as
             applicable, made pursuant to Section Three of the Adoption
             Agreement (select and complete all that apply):

             [ ]  No Eligibility Service Required.
                  If this option is selected, there will be no eligibility
                  service requirement for the following contributions (select
                  all that apply):

                  [ ]  Elective Deferrals.

                  [ ]  Matching Contributions.

                  [ ]  Employer Profit Sharing Contributions.

             [x]  After completing 6 consecutive Months of Eligibility Service
                  (no more than 12).

                  If this option is selected, an Employee will be eligible to
                  become a Participant in the Plan for purposes of the following
                  contributions after completing the number of Months of
                  Eligibility Service specified above (select all that apply):

                  [x]  Elective Deferrals.

                  [x]  Matching Contributions.

                  [ ]  Employer Profit Sharing Contributions.

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             [ ]  After completing ______ consecutive Months of Eligibility
                  Service (no more than 12) during which the Employee completes
                  at least _______ Hours of Service (no more than 1,000).

                  NOTE: Employees not meeting the hours requirement within the
                  initial number of months indicated in the Adoption Agreement
                  will satisfy the Month of Eligibility Service requirement when
                  they complete 1,000 Hours of Service within the Eligibility
                  Computation Period.

                  If this option is selected, an Employee will be eligible to
                  become a Participant in the Plan for purposes of the following
                  contributions after completing the number of Months of
                  Eligibility Service and Hours of Service specified above
                  (select all that apply):

                  [ ]  Elective Deferrals.

                  [ ]  Matching Contributions.

                  [ ]  Employer Profit Sharing Contributions.

             [ ]  After Completing 1 Year of Eligibility Service.

                  If this option is selected, an Employee will be eligible to
                  become a Participant in the Plan for purposes of the following
                  contributions after completing 1 Year of Eligibility Service
                  (select all that apply):

                  [ ]  Elective Deferrals.

                  [ ]  Matching Contributions.

                  [ ]  Employer Profit Sharing Contributions.

             [ ]  After completing 2 Years of Eligibility Service.

                  If this option is selected, an Employee will be eligible to
                  become a Participant in the Plan for purposes of the following
                  contributions after completing 2 Years of Eligibility Service
                  (select all that apply):

                  [ ]  Matching Contributions.

                  [ ]  Employer Profit Sharing Contributions.

             [ ]  Other.

                  If this option is selected, an Employee will be eligible to
                  become a Participant in the Plan for purposes of the following
                  contributions after completing the following requirements
                  (select and complete all that apply):

                  [ ]  Elective Deferrals (cannot require more than 1 Year of
                       Eligibility Service)

                       ---------------------------------------------------------

                  [ ]  Matching Contributions (cannot require more than 2 Years
                       of Eligibility Service)

                       ---------------------------------------------------------

                  [ ]  Employer Profit Sharing Contributions (cannot require
                       more than 2 Years of Eligibility Service)

                       ---------------------------------------------------------

             NOTE: If no Year of Eligibility Service requirement is selected for
             any contribution source, an Employee will become eligible to
             become a Participant upon date of hire with respect to such
             source. A Participant cannot be required to complete more than one
             Year of Eligibility Service for Elective Deferrals or two Years of
             Eligibility Service for Matching Contributions and Employer Profit
             Sharing Contributions. If more than one Year of Eligibility
             Service is selected in this Section Two, Part A for either
             Matching Contributions or Employer Profit Sharing Contributions,
             the immediate 100 percent vesting schedule in Section Four will
             automatically apply to such contribution source.

         3.  AGE AND YEARS OF ELIGIBILITY SERVICE WAIVERS

             A.  EMPLOYEES EMPLOYED AS OF THE EFFECTIVE DATE

                 Will an Employee (other than an Employee who either is part of
                 an excluded class of Employees or is employed by a related
                 employer that does not participate in the Plan) employed as of
                 the Effective Date(s) listed in Section One, Part A, of the
                 Adoption Agreement who has not otherwise met the age and Years
                 of Eligibility Service requirements listed above be considered
                 to have met those requirements as of the Effective Date and be
                 eligible to become a Participant in the Plan for purposes of
                 becoming a Contributing Participant (and thus eligible to make
                 Elective Deferrals), receiving Matching Contributions, or
                 receiving an allocation of any Employer Profit Sharing
                 Contributions, as applicable, made pursuant to Section Three of
                 the Adoption Agreement (select one)?

                 OPTION 1: [ ] Yes.

                               If Option 1 is selected, the waiver will apply to
                               the following contributions (select all that
                               apply):

                               [ ]  Elective Deferrals.

                               [ ]  Matching Contributions.

                               [ ]  Employer Profit Sharing Contributions.

                 OPTION 2: [x] No.

                 NOTE: If no option is selected, Option 2 will apply.

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             B. EMPLOYEES EMPLOYED AS OF A SPECIFIED DATE

                Will an Employee (other than an Employee who either is part of
                an excluded class of Employees or is employed by a related
                employer that does not participate in the Plan) employed on
                _______________ (specify a month, day, and year) who has not
                otherwise met the age and Years of Eligibility Service
                requirements be considered to have met those requirements and
                be eligible to become a Participant in the Plan for purposes of
                becoming a Contributing Participant (and thus eligible to make
                Elective Deferrals), receiving Matching Contributions, or
                receiving an allocation of any Employer Profit Sharing
                Contributions, as applicable, made pursuant to Section Three of
                the Adoption Agreement (select one)?

                OPTION 1:  [ ] Yes.

                                If Option 1 is selected, the waiver will apply
                                to the following contributions (select all that
                                apply):

                                [ ]  Elective Deferrals.

                                [ ]  Matching Contributions.

                                [ ]  Employer Profit Sharing Contributions.

                 OPTION 2:  [X] Not applicable.

                 NOTE: If no option is selected, Option 2 will apply. If Option
                 1 is selected but no date is specified, no additional age and
                 Years of Eligibility Service waivers will apply. This age and
                 Years of Eligibility Service waiver may be used either when
                 this Plan is adopted or when the Plan is subsequently amended
                 ('e.g., to add one or more types of contribution, to add a
                 previously excluded group of Employees, etc.).

             C. MERGERS AND ACQUISITIONS

                Will an Employee (other than an Employee who either is part of
                an excluded class of Employees or is employed by a related
                employer that does not participate in the Plan) employed on
                ___________________ (specify a month, day, and year) who 1)
                became an Employee as a result of a merger with or acquisition
                of the prior employer(s) listed below, and 2) has not otherwise
                met the age and Years of Eligibility Service requirements be
                considered to have met those requirements and be eligible to
                become a Participant in the Plan for purposes of becoming a
                Contributing Participant (and thus eligible to make Elective
                Deferrals), receiving Matching Contributions, or receiving an
                allocation of any Employer Profit Sharing Contributions, as
                applicable, made pursuant to Section Three of the Adoption
                Agreement (select one)?

                OPTION 1:  [ ] Yes.

                               If Option 1 is selected, the waiver will apply
                               to the following contributions (select all that
                               apply):

                               [ ]  Elective Deferrals.

                               [ ]  Matching Contributions.

                               [ ]  Employer Profit Sharing Contributions.

                               Prior Employer(s):_______________________________

                OPTION 2:  [X] Not applicable.

                NOTE: If no option is selected, Option 2 will apply. If Option
                1 is selected but no date is specified, no additional age and
                Years of Eligibility Service waivers will apply. This age and
                Years of Eligibility Service waiver may be used either when
                this Plan is adopted or when a merger or acquisition occurs.
                Waivers that include only Employees from certain prior
                employers may create testing implications under Code Sections
                401(a)(4)or 410(b).

PART B.  EXCLUSION OF CERTAIN CLASSES OF EMPLOYEES

         An Employee will be eligible to become a Participant in the Plan unless
         such Employee is (select all that apply):

         [ ] Included in a unit of Employees covered by a collective bargaining
             agreement between the Employer and Employee representatives, if
             retirement benefits were the subject of good faith bargaining and
             if two percent or less of the Employees who are covered pursuant to
             that agreement are professionals as defined in Treasury Regulation
             Section 1.410(b)-9. For this purpose, the term "Employee
             representatives" does not include any organization in which more
             than half of the members are Employees who are owners, officers, or
             executives of the Employer.

             If this exclusion is selected, it will apply to the following
             contributions (select all that apply):

             [ ]  Elective Deferrals.

             [ ]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

         [ ] A nonresident alien (within the meaning of Code Section 7701(b)(1)
             (B)) who received no earned income (within the meaning of Code
             Section 911(d)(2)) from the Employer which constitutes income from
             sources within the United States (within the meaning of Code
             Section 861(a)(3)).

             If this exclusion is selected, it will apply to the following
             contributions (select all that apply):

             [ ]  Elective Deferrals.

             [ ]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

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         [X] An Employee as the result of a transaction described in Code
             Section 410(b)(6)(C). Such Employee will be excluded during the
             period beginning on the date of the change in the member(s) of the
             group and ending on the last day of the first Plan Year beginning
             after the date of the change. A transaction described in Code
             Section 410(b)(6)(C) is an asset or stock acquisition, merger, or
             similar transaction involving a change in the employer of the
             employees of a trade or business.

             If this exclusion is selected, it will apply to the following
             contributions (select all that apply):

             [X]  Elective Deferrals.

             [X]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

         [ ] A Leased Employee.

             If this exclusion is selected, it will apply to the following
             contributions (select all that apply):

             [ ]  Elective Deferrals.

             [ ]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

         [ ] A Highly Compensated Employee.

             If this exclusion is selected, it will apply to the following
             contributions (select all that apply):

             [ ]  Elective Deferrals.

             [ ]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

         [X] Incorrectly determined not to be an Employee (e.g., erroneously
             classified as an independent contractor).

             If this exclusion is selected, it will apply to the following
             contributions (select all that apply):

             [X]  Elective Deferrals.

             [X]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

         [ ] An Employee employed with a related Employer as defined in the
             Employer Information section on page one of this Adoption Agreement
             that has not adopted this Plan. (List all related Employers who are
             not adopting this Plan and who would be eligible to participate
             unless specifically excluded.)
             -------------------------------------------------------------------

         [X] Other.

             If this exclusion is selected, it will apply to the following
             contributions and excluded groups (select all that apply):

             [X] Elective Deferrals (Describe the classification(s) of Employees
                 that will be excluded from the Plan. Classifications cannot be
                 based on Compensation. Note that any classification that is
                 directly or indirectly based on the number of Hours of Service
                 that an Employee is customarily scheduled to work shall be
                 invalid if any such Employee completes 1,000 Hours of Service
                 during an Eligibility Computation Period.)

                 Employees not classified as a union employee, and other members
                 of the controlled group where the Employer chooses not to
                 participate

             [X] Matching Contributions (Describe the classification(s) of
                 Employees that will be excluded from the Plan. Classifications
                 cannot be based on Compensation. Note that any classification
                 that is directly or indirectly based on the number of Hours of
                 Service that an Employee is customarily scheduled to work shall
                 be invalid if any such Employee completes 1,000 Hours of
                 Service during an Eligibility Computation Period.)

                 Employees not classified as a union employee, and other members
                 of the controlled group where the Employer chooses not to
                 participate

             [ ] Employer Profit Sharing Contributions (Describe the
                 classification(s) of Employees that will be excluded from the
                 Plan. Classifications cannot be based on Compensation. Note
                 that any classification that is directly or indirectly based
                 on the number of Hours of Service that an Employee is
                 customarily scheduled to work shall be invalid if any such
                 Employee completes 1,000 Hours of Service during an Eligibility
                 Computation Period.)

                 NOTE: Exclusions of Employees (other than statutorily excluded
                 Employees under Code Section 410(b) (3) and (4) may result in
                 the Plan needing to be amended to include enough Employees to
                 pass the minimum coverage requirements under Code Section
                 410(b).

PART C.  ENTRY DATES

         The Entry Dates shall be (select all that apply):

         [ ] Immediately upon meeting age and Years of Eligibility Service -
             The day the age and Years of Eligibility Service requirements in
             Section Two, Part A, are satisfied.

             If this Entry Date option is selected, it will apply to the
             following contributions (select all that apply):

             [ ]  Elective Deferrals.

             [ ]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

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                                  Page 5 of 36

<PAGE>

         [X] Monthly- The first day of each month of the Plan Year.

             If this Entry Date option is selected, it will apply to the
             following contributions (select all that apply):

             [X]  Elective Deferrals.

             [X]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

         [ ] Quarterly - The first day of the Plan Year and the first day of the
             fourth, seventh, and tenth months of the Plan Year.

             If this Entry Date option is selected, it will apply to the
             following contributions (select all that apply):

             [ ]  Elective Deferrals.

             [ ]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

         [ ] Semi-Annually--The first day of the Plan Year and the first day of
             the seventh month of the Plan Year.

             If this Entry Date option is selected, it will apply to the
             following contributions (select all that apply):

             [ ]  Elective Deferrals.

             [ ]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

         [ ] Annually - The first day of the Plan Year.

             If this Entry Date option is selected, it will apply to the
             following contributions (select all that apply):

             [ ]  Elective Deferrals.

             [ ]  Matching Contributions.

             [ ]  Employer Profit Sharing Contributions.

         [ ] Other.

             If this Entry Date option is selected, it will apply to the
             following contributions and Entry Dates (select all that apply):

             [ ]  Elective Deferrals (define Entry Date(s))
                   _____________________________________________________________

             [ ]  Matching Contributions (define Entry Date(s))
                   _____________________________________________________________

             [ ]  Employer Profit Sharing Contributions (define Entry Date(s))
                   _____________________________________________________________

         NOTE: If no Entry Dates are specified for a contribution source,
         semi-annual Entry Dates will apply to such source. The "Annually" and
         "Other" Entry Date options can be selected only if the eligibility
         requirements and Entry Dates are coordinated such that each Employee
         will become a Participant in the Plan by the earlier of 1)the first day
         of the Plan Year beginning after the date the Employee satisfies the
         age and Years of Eligibility Service requirements of Code Section
         410(a) and ERISA Section 202, or 2) six months after the date the
         Employee satisfies such requirements.

PART D.  HOURS REQUIRED FOR ELIGIBILITY PURPOSES

         1. __________ Hours of Service (no more than 1,000) shall be required
         to constitute a Year of Eligibility Service.

         2. ___________ Hours of Service (no more than 500 and less than the
         number specified in Part D, item 1, above) must be exceeded to avoid a
         Break in Eligibility Service.

         NOTE: If no hours are specified,1,000 and 500 will apply for items, and
         2, respectively unless the Elapsed Time method of determining service
         applies.

PART E.  ELIGIBILITY COMPUTATION PERIOD

         An Employee's Eligibility Computation Periods after their initial
         Eligibility Computation Period shall be (select one):

         OPTION 1: [X] Each Plan Year commencing with the Plan Year beginning
                       during their initial Eligibility Computation Period.

         OPTION 2: [ ] The 12-consecutive month periods commencing on the
                       anniversaries of their Employment Commencement Date.

         NOTE: If no option is selected Option 1 will apply.

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                          SECTION THREE: CONTRIBUTIONS
                           Complete Parts A through I

PART A.  ELECTIVE DEFERRALS

         1.  AUTHORIZATION OF ELECTIVE DEFERRALS

             Will Pre-Tax Elective Deferrals be permitted under this Plan
             (select one)?

             OPTION 1: [X]  Yes (complete the following):

                            Will Roth Elective Deferrals be permitted under
                            this Plan in addition to Pre-Tax Elective Deferrals?

                            SUBOPTION 1: [ ]  Yes.

                            SUBOPTION 2: [X]  No.

                            NOTE: If no suboption is selected, Suboption 1 will
                            apply.

             OPTION 2: [ ]  No.

             NOTE: If no option is selected, Option 1 will apply. Complete the
             relevant portions of the remainder of Part A only if Option 1 is
             selected.

         2.  LIMITS ON ELECTIVE DEFERRALS

             a. If Elective Deferrals are permitted under the Plan, a
                Contributing Participant may elect under a salary reduction
                agreement to have their Compensation reduced by the amount
                described below. Such amount shall be contributed to the Plan by
                the Employer on behalf of the Contributing Participant
                (select one):

                OPTION 1: [ ]  An amount equal to a percentage of the
                               Contributing Participant's Compensation from
                               ________ percent to _______ percent in increments
                               of __________ percent.

                OPTION 2: [ ]  An amount of the Contributing Participant's
                               Compensation not less than $______________ and
                               not more than $_____

                OPTION 3: [ ]  An amount equal to a percentage of the
                               Contributing Participant's Compensation from
                               ________ percent to _______ percent in increments
                               of_______ percent, or an amount of the
                               Contributing Participant's Compensation not less
                               than $__________ and not more than $__________

                OPTION 4: [X]  An amount equal to a dollar amount or percentage
                               of the Contributing Participant's Compensation
                               not to exceed the limits imposed by Code Sections
                               401(k), 402(g), 404, and 415.

                For any taxable year, a Contributing Participant's combined
                Pre-Tax and Roth Elective Deferrals shall not exceed the limit
                contained in Code Section 402(g) in effect at the beginning of
                such taxable year.

                NOTE: If no option is selected, Option 4 will apply. Unless
                specified otherwise in the Adoption Agreement, bonuses shall be
                included in Compensation and will, therefore, be subject to a
                Participant's salary reduction agreement.

             b. Notwithstanding item (a) above, if Elective Deferrals are
                permitted under the Plan, a Contributing Participant who is a
                Highly Compensated Employee may elect under a salary reduction
                agreement to have his or her Compensation reduced by an amount
                as described below (select one):

                OPTION 1: [ ]  An amount equal to a percentage of the
                               Contributing Participant's Compensation from
                               _______ percent to _______ percent in increments
                               of________ percent.

                OPTION 2: [ ]  An amount of the Contributing Participant's
                               Compensation not less than $_____________ and not
                               more than $_____

                OPTION 3: [ ]  An amount equal to a percentage of the
                               Contributing Participant's Compensation from
                               ________ percent to _______ percent in increments
                               of_______ percent, or an amount of the
                               Contributing Participant's Compensation not less
                               than $____________ and not more than $__________

                OPTION 4: [ ]  An amount equal to a dollar amount or percentage
                               of the Contributing Participant's Compensation
                               not to exceed the limits imposed by Code Sections
                               401(k), 402(g), 404, and 415.

                OPTION 5: [X]  Not applicable. The provisions of item (a) above
                               shall apply.

                NOTE: If no option is selected, Option 5 will apply.

         3.  SEPARATE DEFERRAL ELECTION FOR BONUSES

             Instead of or in addition to making Elective Deferrals through
             payroll deduction, may a Contributing Participant make a separate
             deferral election on part or all of a bonus rather than applying
             the Contributing Participant's salary reduction agreement for
             Pre-Tax and/or Roth Elective Deferrals, if any, to the bonus
             (select one)?

             OPTION 1: [ ]  Yes.

             OPTION 2: [X]  No.

             NOTE: If no option is selected, Option 2 will apply. A separate
             deferral election made with respect to a bonus shall not be subject
             to the limits described under the portion of this Adoption
             Agreement titled "Limits on Elective Deferrals" unless such limits
             are prescribed by the Code or related Treasury Regulations.

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                                  Page 7 of 36

<PAGE>

         4.  CATCH-UP CONTRIBUTIONS

             Will eligible Contributing Participants be permitted to make
             Catch-up Contributions pursuant to Plan Section 3.01(G)
             (select one)?

             OPTION 1: [X]  Yes.

             OPTION 2: [ ]  No.

             NOTE: If no option is selected, Option 1 will apply.

         5.  CEASING ELECTIVE DEFERRALS

             A Contributing Participant may stop making Elective Deferrals
             prospectively by revoking a salary reduction agreement.
             (select one):

             OPTION 1: [X]  As of such times established by the Plan
                            Administrator in a uniform and nondiscriminatoiy
                            manner.

             OPTION 2: [ ]  Monthly - As of the first day of any month.

             OPTION 3: [ ]  Quarterly - As of the first day of any quarter.

             OPTION 4: [ ]  Semi-Annually - As of the first day of the Plan Year
                            and the first day of the seventh month of the Plan
                            Year.

             OPTION 5: [ ]  Annually -No sooner than as of the first day of the
                            next Plan Year.

             OPTION 6: [ ]  Other (Specify one or more dates (at least once per
                            year) established by the Plan Administrator in a
                            uniform and nondiscriminatory manner.) _____________

             NOTE: If no option is selected Option 1 will apply.

         6.  RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE
             DEFERRALS

             A Participant who ceases Elective Deferrals by revoking a salary
             reduction agreement may return as a Contributing Participant
             (select one):

             OPTION 1: [X]  As of such times established by the Plan
                            Administrator in a uniform and nondiscriminatory
                            manner.

             OPTION 2: [ ]  Monthly -As of the first day of any subsequent
                            month.

             OPTION 3: [ ]  Quarterly - As of the first day of any subsequent
                            quarter.

             OPTION 4: [ ]  Semi-Annually - As of the first day of the Plan Year
                            and the first day of the seventh month of the Plan
                            Year.

             OPTION 5: [ ]  Annually -No sooner than as of the first day of the
                            next Plan Year.

             OPTION 6: [ ]  Other (Specify one or more dates (at least once per
                            year) established by the Plan Administrator in a
                            uniform and nondiscriminatory manner.) _____________

             NOTE: If no option is selected, Option 1 will apply.

         7.  CHANGING ELECTIVE DEFERRAL AMOUNTS

             A Contributing Participant may modify a salary reduction agreement
             to prospectively increase or decrease the amount of their Elective
             Deferrals (select one):

             OPTION 1: [X]  As of such times established by the Plan
                            Administrator in a uniform and nondiscriminatory
                            manner.

             OPTION 2: [ ]  Monthly - As of the first day of the month.

             OPTION 3: [ ]  Quarterly - As of the first day of any quarter.

             OPTION 4: [ ]  Semi-Annually - As of the first day of the Plan Year
                            and first day of the seventh month of the Plan Year,

             OPTION 5: [ ]  Annually - No sooner than as of the first day of the
                            next Plan Year.

             OPTION 6: [ ]  Other (Specify one or more dates (at least once per
                            year) established by the Plan Administrator in a
                            uniform and nondiscriminatory manner.) _____________

             NOTE: If no option is selected, Option 1 will apply.

         8.  CLAIMING EXCESS ELECTIVE DEFERRALS

             A Participant who claims Excess Elective Deferrals for the
             preceding calendar year must submit their claim in writing to the
             Plan Administrator by (select one):

             OPTION 1: [X]  March 1.

             OPTION 2: [ ]  Other (specify a date not later than April 15)

             NOTE: If no option is selected, Option 1 will apply. If Excess
             Elective Deferrals are not removed by April 15, they will be
             included in income when distributed and may be subject to a 10%
             early distribution penalty under Code Section 72(t).

         9.  AUTOMATIC ENROLLMENT FOR ELECTIVE DEFERRALS

             A. AUTHORIZATION OF AUTOMATIC ELECTIVE DEFERRALS

                Will the automatic Elective Deferral enrollment provisions in
                Plan Section 3.01(E) apply (select one)?

                OPTION 1: [ ]  Yes.

                OPTION 2: [X]  No.

                NOTE: If no option is selected, Option 2 will apply. Complete
                the remainder of this item 9 only if Option 1 is selected.

                                           (C) 2009 Ascensus, Inc., Brainerd, MN

                                  Page 8 of 36
<PAGE>
               I.   NEW EMPLOYEES

                    If an Employee who has met the eligibility requirements set
                    forth in Section Two of the Adoption Agreement fails to
                    provide the Employer a salary reduction agreement, will a
                    portion of such eligible Employee's Compensation be
                    automatically withheld and contributed to the Plan as an
                    Elective Deferral (select one,)?

                    OPTION 1: [ ]  Yes, for Employees hired on or after the
                                   Effective Date.

                    OPTION 2: [ ]  Yes, for Employees who meet the eligibility
                                   requirements in Section Two, Part A of the
                                   Adoption Agreement on or after the Effective
                                   Date.

                    OPTION 3: [ ]  No.

                    NOTE: If no option is selected, Option 1 will apply.

               II.  CURRENT EMPLOYEES

                    Will automatic enrollment for Elective Deferrals apply to
                    all eligible Employees who fail to return a salary
                    reduction agreement on or after the Effective Date,
                    including those who met the eligibility requirements in the
                     Adoption Agreement before the Effective Date (select one)?

                    OPTION 1: [ ]  Yes, but only to those Employees who are not
                                   Contributing Participants (i.e., are
                                   deferring 0 percent).

                    OPTION 2: [ ]  Yes, but only to those Employees deferring
                                   less than the amount in item (b) below
                                    (including 0 percent).

                    OPTION 3: [ ]  No.

                    NOTE: If no option is selected, Option 3 will apply.

          B.   INITIAL AMOUNT OF AUTOMATIC ELECTIVE DEFERRAL

               The following percentage or amount of each eligible Employee's
               Compensation will be automatically withheld and contributed to
               the Plan as an Elective Deferral if Option 1 was selected in item
               9(a) above (select and complete one):

               OPTION 1: [ ]______ Percent.

               OPTION 2: [ ]$____________.

               NOTE: If no option is selected, Option I will apply and three
               percent of Compensation will be withheld.

          C.   TAX CHARACTER OF ELECTIVE DEFERRALS -AUTOMATIC ENROLLMENT

               How will amounts automatically withheld from Compensation and
               contributed to the Plan under Part A, item 9 above as Elective
               Deferrals be designated for tax purposes (select one)?

               OPTION 1: [ ]  Pre-tax Elective Deferrals.

               OPTION 2: [ ]  Roth Elective Deferrals.

               NOTE: If no option is selected, Option 1 will apply. Option 2
               may only be selected if Section Three, Part A of the Adoption
               Agreement allows Roth Elective Deferrals.

     10.  AUTOMATIC INCREASE IN ELECTIVE DEFERRALS

          A.   AUTHORIZATION OF AUTOMATIC ELECTIVE DEFERRAL INCREASE

               Will Elective Deferrals be increased automatically each year for
               Employees who are automatically enrolled under item 9 above
              (select one)?

               OPTION  1: [ ]  Yes.

               OPTION  2: [ ]  No.

               NOTE: If no option is selected, Option 2 will apply. Complete the
               remainder of this item 10 only if Option 1 is selected.

          B.   Will Elective Deferrals be increased automatically each year for
               Employees whose deferral elections are below _____ percent
               (specify a percentage), whether or not automatically enrolled
               under item 9 above?

               OPTION 1: [ ]  Yes.

               OPTION 2: [ ]  No.

               NOTE: If no option is selected, Option 2 will apply. If Option 1
                is selected and no percentage is indicated, three percent will
                apply.

          C.   AUTOMATIC ELECTIVE DEFERRAL INCREASE AMOUNT

               If Option 1 was selected in item 10(a) and/or 10(b) above, such
               increases will occur in the following increments (select one):

               OPTION 1: [ ] ____ percent per year up to a maximum of ____
                             percent.

               OPTION 2: [ ] $______ per year up to a maximum amount of $______.

               OPTION 3: [ ] Other (specify)___________________________________.

               NOTE: If no option is selected, Option 1 will apply and annual
               increases will be made in increments of one percent of
               Compensation up to a maximum of ten percent.

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                  Page 9 of 36

<PAGE>

          D.   TIMING OF AUTOMATIC ELECTIVE DEFERRAL INCREASES

               If automatic increases are selected in item 10(a) and/or 10(b)
               above, such increases will occur on the following dates (select
               one):

               OPTION 1: [ ]  Each anniversary of the Contributing Participant's
                              date of hire.


               OPTION 2: [ ]  Each anniversary of the date the Contributing
                              Participant met the eligibility requirements set
                              forth in Section Two, Part A of the Adoption
                              Agreement.

               OPTION 3: [ ]  First day of each Plan Year.

               OPTION 4: [ ]  First day of each Calendar Year.

               OPTION 5: [ ]  Other (specify) _________________________________.

               NOTE: If no option is selected, Option 1 will apply.


PART B.   MATCHING CONTRIBUTIONS (Employers that intend to maintain an ADP/ACP
          Safe Harbor CODA plan, as defined in Plan Section 3.03 that is not
          subject to ACP testing, must skip this Part B and complete Part C.
          Matching Contributions made under this Part B will be subject to ACP
          testing).

          1.   Authorization of Matching Contributions

               Will the Employer make Matching Contributions to the Plan on
               behalf of a Qualifying Contributing Participant (select one)?

               OPTION 1:[X]  Yes, with respect to the following types of
                         contributions (select all that apply):

                         [X]  Pre-Tax Elective Deferrals.

                         [ ]  Roth Elective Deferrals.

                         [ ]  Nondeductible Employee Contribution.

               OPTION 2:[ ] No.

               NOTE: If no option is selected, Option 2 will apply. Complete the
               remainder of this Part B only if Option 1 is selected.

          2.   MATCHING CONTRIBUTIONS AND CATCH-UP CONTRIBUTIONS

               Will Matching Contributions be made in accordance with the
               Matching Contribution formula specified in items 3 and 4 below,
               with regard to Catch-up Contributions (select one)?

               OPTION 1:[X] Yes.

               OPTION 2:[ ] No.

               NOTE: If no option is selected, Option 1 will apply.

          3.   MATCHING CONTRIBUTION FORMULA

               If the Employer elected to make Matching Contributions in item 1
               above, then the amount of such Matching Contributions made on
               behalf of a Qualifying Contributing Participant each Plan Year
               shall be equal to (select one):

               OPTION 1:[ ]  Discretionary Match.

                             That percentage of each Qualifying Contributing
                             Participant's Elective Deferral (and/or
                             Nondeductible Employee Contribution, if applicable)
                             which the Employer, in its sole discretion,
                             determines from year to year. The amount, the
                             allocation formula, and the percentage or dollar
                             amount limit applicable to such match, if any, is
                             at the complete and sole discretion of the Employer
                             and may vary from year to year. Any Matching
                             Contribution will be allocated in a
                             nondiscriminatory manner based upon each
                             Contributing Participant's Elective Deferrals (and/
                             or Nondeductible Employee Contributions, if
                             applicable).

               OPTION 2: [X] Percentage of Contribution Match.

                             That percentage of each Qualifying Contributing
                             Participant's Elective Deferral (and/or
                             Nondeductible Employee Contribution, if
                             applicable) determined by the Contributing
                             Participant's rate of Elective Deferrals (and/or
                             Nondeductible Employee Contribution, if
                             applicable) as specified in the matching schedule
                             below.

<TABLE>
                               <S>                                         <C>
                               Elective Deferral Percentage                Matching Percentage
                               ----------------------------                -------------------
                                 Less than or equal to 6 %                          50 %
</TABLE>

                             Notwithstanding the Matching Contribution formula
                             specified above, no Matching Contributions in
                             excess of $_______ or 6_______ percent of a
                             Contributing Participant's Compensation will be
                             made with respect to any Contributing Participant
                             for any Plan Year. (Complete the applicable blank
                             (s), if any)

               OPTION 3: [ ] Two-Tiered Percentage of Contribution Match.

                             That percentage of each Qualifying Contributing
                             Participant's Elective Deferral (and/or
                             Nondeductible Employee Contribution, if
                             applicable) determined by the Contributing
                             Participant's rate of Elective Deferrals (and/or
                             Nondeductible Employee Contribution, if
                             applicable) as specified in the matching schedule
                             below.

<TABLE>
<CAPTION>
                                          Elective Deferral Percentage                         Matching Percentage
                                          ----------------------------                         -------------------
                         <S>           <C>                                                     <C>
                         Base Rate     Less than or equal to ______ %                                  ______%
                         Tier 2        Greater than ______, but less than or equal to ______%          ______%
</TABLE>

                             Notwithstanding the Matching Contribution formula
                             specified above, no Matching Contributions in
                             excess of $___________ or ________ percent of a
                             Contributing Participant's Compensation will be
                             made with respect to any Contributing Participant
                             for any Plan Year. (Complete the applicable
                             blank(s), if any)

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                 Page 10 of 36

<PAGE>

               OPTION 4: [ ] Multi-Tiered Percentage of Contribution Match.

                             An amount equal to a percentage of each Qualifying
                             Contributing Participant's Elective Deferral
                             (and/or Nondeductible Employee Contribution, if
                             applicable) determined by the Contributing
                             Participant's rate of Elective Deferrals (and/or
                             Nondeductible Employee Contribution, if
                             applicable) as specified in the matching schedule
                             below.

<TABLE>
<CAPTION>
                                                                 Elective Deferral Percentage                    Matching Percentage
                                                                 ----------------------------                    -------------------
                         <S>                  <C>                                                               <C>
                         Base Rate            Less than or equal to ________%                                             ______%
                         Tier 2               Greater than ______, but less than or equal to _______%                     ______%
                         Tier 3               Greater than ______, but less than or equal to _______%                     ______%
                         Tier 4               Greater than ______%                                                        ______%
</TABLE>

                             Notwithstanding the Matching Contribution formula
                             specified above, no Matching Contributions in
                             excess of$__________ or _______ percent of a
                             Contributing Participant's Compensation will be
                             made with respect to any Contributing Participant
                             for any Plan Year. (Complete the applicable blank
                             (s), if any)

               OPTION 5: [ ] Years of Service Match.

                             An amount equal to a percentage of each Qualifying
                             Contributing Participant's Elective Deferral
                             (and/or Nondeductible Employee Contribution, if
                             applicable) determined by the number of such
                             Contributing Participant's Years of [ ]
                             Eligibility [ ] Vesting Service with the Employer
                             as specified in the matching schedule below.

<TABLE>
<CAPTION>
                                                                   Years of Service                              Matching Percentage
                                                                   ----------------                              -------------------
<S>                                       <C>                                                                    <C>
                         Base Rate        Less than or equal to ________ years                                        _______%
                         Tier 2           Greater than _______, but less than or equal to_______ years                _______%
                         Tier 3           Greater than _______, but less than or equal to_______ years                _______%
                         Tier 4           Greater than ______ years                                                   _______%
</TABLE>

                              Notwithstanding the Matching Contribution formula
                              specified above, no Matching Contributions in
                              excess of $___________ or _______ percent of a
                              Contributing Participant's Compensation will be
                              made with respect to any Contributing Participant
                              for any Plan Year. (Complete the applicable
                              blank(s), if any)

               OPTION 6: [ ]  Discretionary Match By Location or Business
                              Classification.

                              Any Matching Contribution will be allocated in a
                              nondiscriminatory manner based upon each
                              Qualifying Contributing Participant's Elective
                              Deferral (and/or Nondeductible Employee
                              Contribution, if applicable) which the Employer,
                              in its sole discretion, determines from year to
                              year for each separate location, or business
                              classification. The amount, the allocation
                              formula, and the percentage or dollar amount limit
                              applicable to such match, if any, is at the
                              complete discretion of the Employer and may vary
                              for each location or business classification on a
                              separate and individual basis.

               OPTION 7: [ ]  Other formula (Specify an amount equal to a
                              percentage of the Elective Deferrals and/or
                              Nondeductible Employee Contribution, (if
                              applicable) of each Qualifyng Contributing
                              Participant entitled thereto.)

               NOTE: if no option is selected, Option 1 will apply. If Matching
               Contribution percentages in Options 3 through 7 above increase as
               the percent of a Contributing Participant's Elective Deferral
               percentage increases (e.g., the Matching Contribution percentage
               in Tier 3 is greater than the Matching Contribution percentage in
               Tier 2, etc.), special nondiscrimination testing under Code
               Section 401 (a) (4) may be necessary. If Option 7 is selected,
               the formula specified can only allow Matching Contributions to be
               made with respect to a Contributing Participant's Elective
               Deferrals (and/or Nondeductible Employee Contribution, if
               applicable). Matching Contributions in excess of 100% of a
               Contributing Participant's Elective Deferrals (and/or
               Nondeductible Employee Contribution, if applicable) will be
               subject to the additional ACP testing limits under Plan Section
               3.02 and Treasury Regulation 1.401(m) -2(a)(5).

     4.   SUPPLEMENTAL MATCH

          Will the Employer be permitted to make supplemental Matching
          Contributions, in an amount to be determined from year to year at the
          Employer's discretion, in addition to the Matching Contributions
          described in Part B, items 2 and 3 above (select one)?

          OPTION 1: [ ] Yes.

                    If Option 1 is selected the supplemental Matching
                    Contributions will be allocated to each Contributing
                    Participant in accordance with the following Matching
                    Contribution formula (select one):


                    SUBOPTION A: [ ] Discretionary Match. That percentage of
                                 each Contributing Participant's Elective
                                 Deferral (and/or Nondeductible Employee
                                 Contribution, if applicable)which the Employer,
                                 in its sole discretion, determines from year to
                                 year.

                    SUBOPTION B: [ ] Other (specify)____________________________
                                 _______________________________________________

                                 NOTE: Matching Contributions in excess of]00%
                                 of a Contributing Participant's Elective
                                 Deferrals (and/or Nondeductible Employee
                                 Contribution, (f applicable) will be subject to
                                 the additional ACP testing limits under Plan
                                 Section 3.02 and Treasury Regulation 1.401
                                 (m)-2(a)(5).

          OPTION 2: [X] No.

          NOTE: If no option is selected, Option 2 will apply.


                                            (C) 2009 Ascensus, Inc., Branerd, MN

                                 Page 11 of 36
<PAGE>

   5.  QUALIFYING CONTRIBUTING PARTICIPANTS

       A Contributing Participant will be a Qualifying Contributing Participant,
       and thus entitled to share in Matching Contributions for any Plan Year,
       only if the Participant has satisfied all of the eligibility requirements
       described in Section Two of this Adoption Agreement on at least one day
       of such Plan Year and satisfies the following additional conditions
       (select one):

       OPTION 1: [ ] Hours of Service Requirement.The Contributing Participant
                      completes at least _______(not more than 1,000) Hours of
                      Service during the Plan Year. However, this condition
                      will be waived for the following reason(s)
                      (select all that apply):

                         [ ]  The Contributing Participant's Death.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having incurred a Disability.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having reached Normal Retirement
                              Age.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having reached Early Retirement
                              Age.

                         [ ]  The Contributing Participant is employed on the
                              last day of the Plan Year.

                  [ ] Last Day Requirement.The Participant is an Employee of the
                      Employer on the last day of the Plan Year. However, this
                      condition will be waived for the following reason(s)
                      (select all that apply):

                         [ ]  The Contributing Participant's Death.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having incurred a Disability.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having reached Normal Retirement
                              Age.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having reached Early
                              Retirement Age.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having completed at least _______
                              Hours of Service during the Plan Year.

         OPTION 2:[x] No additional conditions apply.

         NOTE: If no option is selected, Option 2 will apply.

PART C.  SAFE  HARBOR  CODA  CONTRIBUTIONS

         1. APPLICATION OF SAFE HARBOR CODA

            A. SAFE HARBOR PROVISIONS

               Will the Safe Harbor CODA provisions of Plan Section 3.03 apply
               (select one)?

               OPTION 1: [ ] Yes.

               OPTION 2: [x] No.

               NOTE: If no option is selected, Option 2 will apply. Complete the
               remainder of this Part C only if Option 1 is selected. If Option
               1 is selected, the Safe Harbor CODA provisions of the Plan will
               apply for the Plan Year and the provisions relating to the ADP
               or ACP test generally will not apply. Contribution provisions
               that are selected in addition to the options listed in this
               Part C may subject the Plan to ADP, ACP, and top-heavy testing.
               A Plan intending to satisfy the Safe Harbor CODA requirements of
               Code Sections 401 (k)(12) and 401 (m) (11) generally must
               satisfy such requirements, including the notice requirement, for
               the entire Plan Year. If a Safe Harbor CODA is eliminated during
               a Plan Year, the Plan will be subject to provisions relating to
               the ADP and ACP tests, including restrictions on the selection of
               testing methods (e.g., current vs. prior year).

            B. PARTICIPANTS ENTITLED TO RECEIVE SAFE HARBOR CODA CONTRIBUTIONS

               Safe Harbor CODA contributions will be made on behalf of (select
               one):

               OPTION 1:[ ] Each Eligible Employee who is a non-Highly
                            Compensated Employee (and, in the case of Safe
                            Harbor Matching Contributions, makes Elective
                            Deferrals to the Plan).

               OPTION 2:[ ] All Eligible Employees (who, in the case of
                            Safe Harbor Matching Contributions, make Elective
                            Deferrals to the Plan).

               NOTE: If no option is selected, Option 2 will apply.

         2. ADP TEST SAFE HARBOR CONTRIBUTIONS

            The Employer will make the following ADP Test Safe Harbor
            Contributions for the Plan Year (select one):

               OPTION 1:[ ] Basic Matching Contributions.

                            The Employer will make Matching Contributions to
                            the Individual Account of each Eligible Employee,
                            as described in item 1(b) above, equal to:

                            (i)  100 percent of the amount of the Employee's
                                 Elective Deferrals that do not exceed three
                                 percent of the Employee's Compensation for
                                 the Plan Year, plus

                            (ii) 50 percent of the amount of the Employee's
                                 Elective Deferrals that exceed three percent
                                 of the Employee's Compensation but do not
                                 exceed five percent of the Employee's
                                 Compensation.

               OPTION 2:[ ] Enhanced Matching Contributions.

                            The Employer will make Matching Contributions to
                            the Individual Account of each Eligible Employee,
                            as described in item 1(b) above, in an amount
                            equal to the sum of:

<TABLE>
<CAPTION>
                                                            Elective Deferral Percentage                   Matching Percentage
                                           ------------------------------------------------               --------------------
                           <S>             <C>                                                              <C>
                           Base Rate       Less than or equal to _______% (not less than 3%)                               100%

                           Tier 2          Greater than ______,but less than or equal to _______% (not greater than 6%) ______%

</TABLE>

                            NOTE: The Enhanced Matching Contribution formula
                            must be completed so that, at any rate of Elective
                            Deferrals, the Matching Contribution is at least
                            equal to the Matching Contribution that would be
                            received if the Employer were making Basic
                            Matching Contributions, but the rate of match
                            cannot increase as Elective Deferrals increase.

                                          (C)2009 Ascensus, Inc., Brainerd, MN

                                 Page 12 of 36

<PAGE>

               OPTION 3:[ ] Safe Harbor Nonelective Contributions

                            The Employer will make a Safe Harbor Nonelective
                            Contribution to the Individual Account of each
                            Eligible Employee, as described in item 1(b)
                            above, in an amount equal to _______ (not less
                            than 3) percent of the Employee's Compensation for
                            the Plan Year.

               NOTE: If no option is selected, Option 1 will apply.

         3. RECIPIENT PLAN

            The ADP Test Safe Harbor Contributions will be made to (select
            one):

            OPTION 1:[ ]This Plan.

            OPTION 2:[ ]Other plan (specify plan of the Employer)


            NOTE: If no option is selected, Option 1 will apply.

         4. ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS

            NOTE: No additional contributions are required in order to
            satisfy the Safe Harbor CODA requirements. The Employer may,
            however, make Matching Contributions in addition to Basic or
            Enhanced Matching Contributions. To ensure that the Plan
            continues to satisfy the Safe Harbor CODA requirements, only the
            following additional Matching Contributions may be made (see the
            NOTE below for specific contribution limitations).

            For the Plan Year, the Employer will make ACP Test Safe Harbor
            Matching Contributions to the Individual Account of each Eligible
            Employee, as described in item 1(b) above, in the amount of
            (select one):

            OPTION 1:[ ] Percentage of Contribution Match.

                         A Matching Contribution that equals _______
                         percent of the Employee's Elective Deferrals that
                         do not exceed percent (not more than six percent)
                         of the Employee's Compensation for the Plan Year.

            OPTION 2:[ ] Two-Tiered Percentage of Contribution Match.

                         That percentage of each Contributing Participant's
                         Elective Deferral determined by the Contributing
                         Participant's rate of Elective Deferral as specified in
                         the matching schedule below.

<TABLE>
<CAPTION>
                                        Elective Deferral Percentage                                   Matching Percentage
                                        ------------------------------------------------------         -------------------
                         <S>            <C>                                                            <C>
                         Base Rate      Less than or equal to _______%                                              ______%

                         Tier 2         Greater than ______, but less than or equal to _______%                     ______%

</TABLE>

                         NOTE: The matching percentage for Tier 2 cannot exceed
                         the matching percentage for the base rate. No Matching
                         Contributions will be made on Elective Deferrals that
                         exceed six percent of Compensation.

            OPTION 3:[ ] A discretionary contribution that matches those
                         Employee's Elective Deferrals that do not exceed a
                         permissible percentage of the Employee's Compensation
                         for the Plan Year.

            NOTE: The Elective Deferrals that are matched will be determined
            by the Employer for the year, but in no event can a Matching
            Contribution be made on Elective Deferrals that exceed six
            percent of the Employee's Compensation. In addition, the total
            additional discretionary Matching Contribution made to any
            Employee cannot exceed four percent of the Employee's
            Compensation for the Plan Year. For example, the Employer could
            not choose a discretionary formula that provided a 25 cent
            Matching Contribution for every dollar deferred if the match were
            given on Elective Deferrals up to eight percent of Compensation
            (this exceeds the six percent limitation on Elective Deferrals
            that can be matched). Neither could the Employer provide a
            discretionary dollar-for-dollar Matching Contribution on Elective
            Deferrals up to six percent of Compensation (this exceeds the four
            percent absolute limitation on a discretionary ACP Test Safe
            Harbor Matching Contribution). If the Employer wishes to make
            Matching Contributions in addition to ACP Test Safe Harbor
            Matching Contributions, Section Three, Part B, must be completed.
            Such contributions will be subject to ACP testing.

PART D. EMPLOYER PROFIT SHARING CONTRIBUTIONS

        1. AUTHORIZATION OF EMPLOYER PROFIT SHARING CONTRIBUTIONS

           Will the Employer make Employer Profit Sharing Contributions to
           the Plan on behalf of Qualifying Participants (select one)?

           OPTION 1:[ ]Yes.

           OPTION 2:[X] No.

           NOTE: If no option is selected, Option 1 will apply. Complete the
           remainder of Part D only if Option 1 is selected.

        2. CONTRIBUTION FORMULA (select one)

           OPTION 1:[ ] Discretionary Formula. For each Plan Year the
                        Employer may contribute an amount to be
                        determined from year to year.

           OPTION 2:[ ] Fixed Formula. ________ percent of the Compensation of
                        all Qualifying Participants under the Plan for
                        the Plan Year.

           OPTION 3:[ ] Fixed Percent of Profits Formula. ________ percent of
                        the Employer's profits that are in excess of
                        $____________

           OPTION 4:[ ] Government Contract Formula. For each Hour of Service
                        of covered employment under a government contract, the
                        Employer shall contribute an amount as described in
                        Plan Section 3.04(B)(3).

           OPTION 5:[ ] Discretionary Formula By Location or Business
                        Classification. For each Plan Year the Employer
                        may contribute an amount to be determined from year to
                        year and that amount may vary for each location or
                        business classification on a separate and
                        individual basis.

           NOTE: If no option is selected, Option 1 will apply. If Option 4 is
           selected,the government contract allocation formula must be selected
           in item 3 below.

                                              (C)2009 Ascensus,Inc.,Brainerd, MN

                                 Page 13 of 36

<PAGE>

        3. ALLOCATION FORMULA

           Employer Profit Sharing Contributions will be allocated to the
           Individual Accounts of Qualifying Participants as follows (select
           one):

           OPTION 1:[ ] Pro Rata Formula. In the ratio that each Qualifying
                        Participant's Compensation for the Plan Year bears to
                        the total Compensation of all Qualifying
                        Participants for the Plan Year.

           OPTION 2:[ ] Flat Dollar Formula. In the same dollar amount for
                        each Qualifying Participant.

           OPTION 3:[ ] Integrated Formula. Pursuant to the following integrated
                        allocation formula described in Plan
                        Section 3.041(B) (2) (select one):

                        SUBOPTION (A):[ ] Excess Integrated Formula.

                        SUBOPTION (B):[ ] Base Integrated Formula.

                        NOTE: If no suboption is selected, Suboption (a) will
                        apply.

                        The integration level will be (select one):

                        SUBOPTION (A):[ ] The Taxable Wage Base.

                        SUBOPTION (B):[ ] $_______________ (a dollar amount less
                        than the Taxable Wage Base).

                        SUBOPTION (C):[ ] ____________ percent (not more than
                        100 percent) of the Taxable Wage Base.

                        NOTE: If no suboption is selected, Suboption (a) will
                        apply.

           OPTION 4:[ ] Government Contract Formula. Pursuant to the government
                        contract contribution formula selected in Part D, item
                        2, Option 4, above.

           OPTION 5:[ ] Uniform Points Formula. Employer Profit Sharing
                        Contributions shall be allocated to the Individual
                        Accounts of Qualifying Participants in the ratio that
                        each Qualifying Participant's points for the Plan Year
                        bears to the total points of all Qualifying Participants
                        for the Plan Year.

                        Each Qualifying Participant's points for the Plan Year
                        shall be computed by adding the points determined under
                        (a), (b) and (c) below (specify a number for each
                        item):

                        (a) __________ points for each year of the Participant's
                            age.

                        (b) __________ points for each of the Participant's
                            Years of Service (including years before this Plan
                            or a Prior Plan was established).

                        (c) __________ points for each $100 of the Participant's
                            Compensation for the Plan Year.

           OPTION 6:[ ] Age Weighted Formula. Employer Profit Sharing
                        Contributions shall be allocated to the Individual
                        Accounts of Qualifying Participants in the manner
                        described below:

                        STEP 1: Determine each Qualifying Participant's
                                number of points  based upon the
                                following formula:
                                Points.01 x Compensation x Allocation Factor
                                derived from the allocation factor tables set
                                forth in Section 10 of the Adoption Agreement.
                                The pre-retirement and post-retirement interest
                                rate used to calculate the annual Employer
                                Profit Sharing Contribution shall be
                                (select one):

                                SUBOPTION A:[ ] 7.5%

                                SUBOPTION B:[ ] 8.0%

                                SUBOPTION C:[ ] 8.5%

                                NOTE: If no option is selected,
                                Suboption (c) will apply.

                        STEP 2: Determine each Qualifying Participant's
                                allocation through calculation of
                                the following formula:

<TABLE>
<CAPTION>
                        <S>                                                                 <C>
                        Allocation = Points of Oualifying Participant                x      Employer Profit
                                     --------------------------------
                                     Total Points of all Qualifying Participants            Sharing Contribution
</TABLE>


                         STEP 3: Make any reallocations as necessary to satisfy
                                 either the safe harbor formula for plans with a
                                 uniform points allocation or the general test
                                 described in Code Section 401(a)(4) and the
                                 corresponding Treasury Regulations concerning
                                 nondiscrimination in the amount of Employer
                                 Profit Sharing Contributions. Identify whether
                                 the safe harbor or general test will be
                                 satisfied for the selected formula (select
                                 one):

                                 SUBOPTION A:[ ]Safe harbor reallocations may be
                                                made as necessary as described
                                                in Plan Section
                                                3.04(B)(8)(b)(i).

                                 SUBOPTION B:[ ]General test reallocations may
                                                be made as necessary as
                                                described in Plan
                                                Section3.04(B)(8)(b)(ii).

                                NOTE: If no Option is elected, Suboption (a)
                                      shall be deemed to be selected.

                                              (C)2009.Ascensus,Inc.,Brainerd, MN

                                 Page 14 of 36
<PAGE>
 OPTION 7: [ ] New Comparability Formula. Employer Profit Sharing Contributions,
               if any, will be allocated as described in Plan Section 3.04(B)
               (8) pertaining to group allocations (select one):

               SUBOPTION (A): [ ] Individual Allocation Groups. Each Qualifying
                                  Participant shall constitute a separate
                                  allocation group.

               NOTE: The Employer must provide the Plan Administrator or
               Trustee, if applicable, written instructions describing the
               allocation of the Employer Profit Sharing Contribution. The
               instructions must be provided no later than the Employer's tax
               return due date, including extensions, of the year for which the
               allocation is made.

               SUBOPTION (B): [ ] Pre-Determined Allocation Groups. Qualifying
                                  Participants will be divided into the
                                  following groups (one or more) with the same
                                  allocation ratio. (Specify the groups by
                                  category of Qualifying Participant, including
                                  both Highly Compensated Employees and non-
                                  Highly Compensated Employees):
                                  Allocation Group 1:
                                                     ---------------------------

                                  Allocation Group 2: __________________________
                                  ______________________________________________

                                  Allocation Group 3: __________________________

                                  ______________________________________________

                                  Allocation Group 4: __________________________

                                  ______________________________________________

                                  Allocation Group 5: __________________________

                                  ______________________________________________

                                  Allocation Group 6: __________________________

                                  ______________________________________________

            NOTE: If more than six allocation groups are needed, complete
            Attachment C, New Comparability Allocation Group(s). The specific
            categories of Quaflfying Participants should be such that resulting
            allocations are provided in a definite predetermined formula that
            complies with Treasury Regulation 1.401-1 (b) (1) (ii). The number
            of allocation rates must not exceed the maximum allowable number of
            allocation rates as described in Plan Section 3.04 (B) (8). Highly
            Compensated Employees may each be in separate allocation groups.
            Non-Highly Compensated Employees must be grouped using allocation
            rates specified in Plan Section 3. 04(B)(8). The grouping of non-
            Highly Compensated Employees must be done in a reasonable manner
            and should reflect a reasonable classification in accordance with
            Treasury Regulation 1.410(b)- 4(b). In the case of self-employed
            individuals (i.e., sole proprietorships or partnerships), the
            requirements of Treasury Regulation 1.401(k)-1(a)(6) continue to
            apply, and the allocation method should not be such that a cash or
            deferred election is createdfor a Self Employed Individual as a
            result of application of the allocation method.)

            INTEREST RATE ASSUMPTION AND MORTALITY TABLE

            The following assumptions will be used to calculate the equivalent
            benefit accrual rate:

            1. Interest Rate. The pre-retirement and post-retirement interest
               rate assumption shall be (select one)

               OPTION 1: [ ] 7.5%
               OPTION 2: [ ] 8.0%
               OPTION 3: [ ] 8.5%

               NOTE: If no option is selected, Option 3 will be deemed to be
               selected.

            2. Mortality Table. The mortality table shall be (select one)

            OPTION 1: [ ] UP-1984 Mortality Table
            OPTION 2: [ ] 1983 Group Annuity Mortality Table (1983 GAM)
            OPTION 3: [ ] 1983 Individual Annuity Mortality Table (1983 IAM)
            OPTION 4: [ ] 1971 Group Annuity Mortality Table (1971 GAM)
            OPTION 5: [ ] 1971 Individual Annuity Mortality Table (1971 IAM)

            NOTE: If no option is selected, Option 1 will be deemed to be
            selected.

            NEW COMPARABILITY GATEWAY

            For purpose of satisfying the new comparability gateway the Plan
            shall use the following method (select one):

            OPTION 1: [ ] The Plan will provide benefits that satisfy the
                          broadly available basis requirements described in
                          Plan Section 3.04(B)(9)(a).

            OPTION 2: [ ] The Plan will satisfy the minimum allocation method
                          identified below (select one):

                          SUBOPTION A: [ ] Provide each non-Highly Compensated
                                           Employee with a minimum allocation of
                                           at least 5% of the non-Highly
                                           Compensated Employee's Compensation
                                           (if the definition of Compensation is
                                           not within the meaning of Code
                                           Section 41 5(c)(3), a definition
                                           which satisfies Code Section 415(c)
                                           (3) will apply).

                          SUBOPTION B: [ ] Provide each non-Highly Compensated
                                           Employee with a minimum allocation so
                                           that each non-Highly Compensated
                                           Employee has an allocation rate of
                                           at least one-third of the allocation
                                           rate of the Highly Compensated
                                           Employee with the highest allocation
                                           rate.

                                           (c) 2009 Aacensus, Inc., Brainerd, MN

                                  Page 15 of 36
<PAGE>

                          SUBOPTION C: [ ] Provide each non-Highly Compensated
                                           Employee with a minimum allocation
                                           equal to the lesser of the amount
                                           described in Suboption A or Suboption
                                           B above.

                          SUBOPTION D: [ ] Reallocate contributions allocated
                                           to Highly Compensated Employees to
                                           non-Highly Compensated Employees so
                                           that the allocation to each non-
                                           Highly Compensated Employee equals
                                           at least one-third of the allocation
                                           rate of the Highest Compensated
                                           Employee with the highest allocation
                                           rate in the manner as described in
                                           Plan Section 3.04(B)(10).

                          SUBOPTION E: [ ] Reallocate contributions allocated
                                           to Highly Compensated Employees to
                                           non-Highly Compensated Employees so
                                           that the allocation to each non-
                                           Highly Compensated Employee equals
                                           at least 5% of the non-Highly
                                           Compensated Employee's Compensation
                                           (if the definition of Compensation
                                           is not within the meaning of Code
                                           Section 415(c)(3), a definition
                                           which satisfies Code Section 415(c)
                                           (3) will apply) in the manner as
                                           described in Plan Section 3.04(B)
                                           (11).

                          SUBOPTION F: [ ] Reallocate preliminary contributions
                                           or hypothetical contributions paid to
                                           to Highly Compensated Employees to
                                           non-Highly Compensated Employees so
                                           that the allocation to each non-
                                           Highly Compensated Employee equals
                                           the lesser of the amount described
                                           in Suboption D or Suboption E above.

                      NOTE: If Option 2 is selected and no suboption is
                      selected, Suboption F will apply, if necessary.

        NOTE: If no option is selected, Option 1 will apply unless the
        government contract contribution formula is selected in item 2 above,
        in which case Option 4 will apply. Option 4 cannot be selected unless
        the government contract contribution formula in item 2 above applies.
        In the case of Self-Employed Individuals, the requirements of Treasury
        Regulation Section 1.401(k)-1(A)(6) continue to apply, and a new
        comparability or age-weighted allocation method should not be such that
        a cash or deferred election is created for a Self- Employed Individual
        as a result of the allocation method.

     4. QUALIFYING PARTICIPANTS

        A Participant will be a Qualifying Participant, and thus entitled to
        share in the Employer Profit Sharing Contribution for any Plan Year,
        only if the Participant has satisfied all of the eligibility
        requirements described in Section Two of this Adoption Agreement on at
        least one day of such Plan Year and satisfies the following additional
        condition(s) (select one):

        OPTION 1: [ ] Hours of Service Requirement. The Participant completes at
                      least ----------- (not more than 1,000) Hours of Service
                      during the Plan Year. However, this condition will be
                      waived for the following reason(s) (select all that
                      apply):
                      [ ] The Participant's Death.

                      [ ] The Participant's Termination of Employment after
                          having incurred a Disability.

                      [ ] The Participant's Termination of Employment after
                          having reached Normal Retirement Age.

                      [ ] The Participant's Termination of Employment after
                          having reached Early Retirement Age.

                      [ ] The Participant is employed on the last day of the
                          Plan Year.

                  [ ] Last Day Requirement. The Participant is an Employee of
                      the Employer on the last day of the Plan Year. However,
                      this condition will be waived for the following reason(s)
                      (select all that apply):
                      [ ] The Participant's Death.
                      [ ] The Participant's Termination of Employment after
                          having incurred a Disability.
                      [ ] The Participant's Termination of Employment after
                          having reached Normal Retirement Age.
                      [ ] The Participant's Termination of Employment after
                          having reached Early Retirement Age.
                      [ ] The Participant's Termination of Employment after
                          having completed at least ------- Hours of Service
                          during the Plan Year.

            OPTION 2: [ ] No additional conditions apply.

            NOTE: If no option is selected, Option 2 will apply.

        5.  CONTRIBUTIONS TO NON-HIGHLY COMPENSATED DISABLED PARTICIPANTS
            Will a non-Highly Compensated Employee Participant who has incurred
            a Disability be entitled to an Employer Profit Sharing
            Contribution pursuant to Plan Section 3.04(B)(1) (select one)?
            OPTION 1: [ ] Yes.
            OPTION 2: [ ] No.

            NOTE: If no option is selected Option 2 will apply.

PART E. QUALIFIED NONELECTIVE CONTRIBUTIONS

        1.  QUALIFIED NONELECTIVE CONTRIBUTION FORMULA
            For each Plan Year, the Employer may contribute an amount to be
            determined from year to year.

                                            (C) 2009 Ascensus, Inc, Brainerd, MN

                                  Page 16 of 36

<PAGE>

        2. ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS

           Allocation of Qualified Nonelective Contributions to Participants
           entitled thereto shall be made (select one):

           OPTION 1:[X] Targeted QNEC. In an amount, determined pursuant
                        to Plan Section 3.05, required to satisfy either the
                        Actual Deferral Percentage test described in Plan
                        Section 3.13, the Actual Contribution Percentage test
                        described in Plan Section 3.14, or both.

           OPTION 2:[ ] Pro Rata - Non-Highly Compensated Employee
                        Participants. In the ratio that each non-Highly
                        Compensated Employee Participant's Compensation for the
                        applicable Plan Year bears to the total Compensation of
                        all non-Highly Compensated Employee Participants for
                        such Plan Year.

           OPTION 3:[ ] Pro Rata - All Participants. In the ratio that
                        each Participant's Compensation for the applicable Plan
                        Year bears to the total Compensation of all
                        Participants for such Plan Year.

           OPTION 4:[ ] Limited Pro Rata - Non-Highly Compensated
                        Employee Participants. In the ratio that each
                        non-Highly Compensated Employee Participant's
                        Compensation not in excess of $------- for the
                        applicable Plan Year bears to the total Compensation of
                        all non-Highly Compensated Employee Participants
                        entitled to an allocation not in excess of
                        $--------for such Plan Year.

           OPTION 5:[ ] Government Contract Formula. In an amount based
                        on each Hour of Service of covered employment under a
                        government contract, as described in Plan Section
                        3.05(B).

NOTE: If no option is selected Option I will apply.

        3. ADDITIONAL CONDITIONS FOR RECEIVING QUALIFIED NONELECTIVE
           CONTRIBUTIONS

           A Participant will be a Qualifying Participant, and thus entitled to
           share in Qualified Nonelective Contribution for any Plan Year, only
           if the Participant has satisfied all of the eligibility requirements
           of Section Two of this Adoption Agreement on at least one day of
           such Plan Year and satisfies the following additional condition(s)
           (select one):

           OPTION 1:[ ] Hours of Service Requirement. The Participant
                        completes at least -------(not more than 1,000) Hours
                        of Service during the Plan Year. However, this
                        condition will be waived for the following reason(s)
                        (select all that apply):

                        [ ] The Participant's Death.

                        [ ] The Participant's Termination of Employment
                            after having incurred a Disability,

                        [ ] The Participant's Termination of Employment after
                            having reached Normal Retirement Age.

                        [ ] The Participant's Termination of Employment after
                            having reached Early Retirement Age.

                        [ ] The Participant is employed on the last day of
                            the Plan Year.

                    [X] Last Day Requirement. The Participant is an Employee of
                        the Employer on the last day of the Plan Year. However,
                        this condition will be waived for the following
                        reason(s) (select all that apply):

                        [ ] The Participant's Death.

                        [ ] The Participant's Termination of Employment after
                            having incurred a Disability.

                        [ ] The Participant's Termination of Employment after
                            having reached Normal Retirement Age.

                        [ ] The Participant's Termination of Employment after
                            having reached Early Retirement Age.

                        [ ] The Participant's Termination of Employment after
                            having completed at least------- Hours of Service
                            during the Plan Year.


           OPTION 2: [ ]No additional conditions apply.

           NOTE: If no option is selected, Option 2 will apply.

PART F. QUALIFIED MATCHING CONTRIBUTIONS

        1. QUALIFIED MATCHING CONTRIBUTION FORMULA

           A.   QUALIFIED MATCHING CONTRIBUTIONS

                Qualified Matching Contributions, if made to the Plan, will be
                made with respect to (select all that apply):

                [X] Pre-Tax Elective Deferrals.

                [ ]Roth Elective Deferrals.

                [ ]Nondeductible Employee Contributions.

                NOTE: If no option is selected, Qualified Matching Contributions
                will be made with respect to Pre-Tax Elective Deferrals and
                Roth Elective Deferrals.

           B.   QUALIFIED MATCHING CONTRIBUTION FORMULA

                If the Employer will make Qualified Matching Contributions, then
                the amount of such Qualified Matching Contributions made on
                behalf of a Qualifying Contributing Participant each Plan Year
                shall be equal to (select one):

                OPTION 1:[ ] Percentage of Contribution Match.

                             That percentage of each Contributing Participant's
                             Elective Deferral (and/or Nondeductible Employee
                             Contribution, if applicable) determined by the
                             Contributing Participant's rate of Elective
                             Deferrals (and/or Nondeductible Employee
                             Contribution, if applicable) as specified in the
                             matching schedule below.

<TABLE>
<CAPTION>
                                                    Elective Deferral Percentage          Matching Percentage
                                                    ----------------------------          -------------------
                                                    <S>                                   <C>
                                                    Less than or equal to______%                 _______%
</TABLE>

                             Notwithstanding the Qualified Matching
                             Contribution formula specified above, no Qualified
                             Matching Contributions in excess of $---------or
                             ---------percent of a Contributing Participant's
                             Compensation will be made with respect to any
                             Contributing Participant for any Plan Year.
                             (Complete the applicable blank(s), if any)


                                          (c)2009 Ascensus, Inc., Brainerd, MN

                                 Page 17 of 36

<PAGE>

                OPTION 2:[ ] Two-Tiered Percentage of Contribution Match.

                             That percentage of each Contributing Participant's
                             Elective Deferral (and/or Nondeductible Employee
                             Contribution, if applicable) determined by the
                             Contributing Participant's rate of Elective
                             Deferrals (and/or Nondeductible Employee
                             Contribution, if applicable) as specified in the
                             matching schedule below.

<TABLE>
<CAPTION>
                                          Elective Deferral Percentage                                Matching Percentage
<S>                                       <C>                                                         <C>
Base Rate                                 Less than or equal to -------%                              -------%

Tier 2                                    Greater than -------,but less than or equal to -------%     ------%
</TABLE>

                             Notwithstanding the Qualified Matching
                             Contribution formula specified above, no Qualified
                             Matching Contributions in excess of $----------- or
                             -------- percent of a Contributing Participant's
                             Compensation will be made with respect to any
                             Contributing Participant for any Plan Year.
                             (Complete the applicable blank(s), if any)

                OPTION 3:[X] Such amount, if any, as determined by the
                             Employer in its sole discretion, equal to that
                             percentage of the Elective Deferrals (and/or
                             Nondeductible Employee Contribution, if
                             applicable) of each Contributing Participant
                             entitled thereto that would be sufficient to cause
                             the Plan to satisfy either the Actual Deferral
                             Percentage test (described in Plan Section 3.13)
                             or the Actual Contribution Percentage test
                             (described in Plan Section 3.14) for the Plan
                             Year, or both.

                             Notwithstanding the Qualified Matching
                             Contribution formula specified above, no Qualified
                             Matching Contributions in excess of $-----------
                             or -------- percent of a Contributing Participant's
                             Compensation will be made with respect to any
                             Contributing Participant for any Plan Year.
                             (Complete the applicable blank(s), if any)

                OPTION 4:[ ] Other formula (Specify' an amount equal to
                             a percentage of the Elective Deferrals (and/or
                             Nondeductible Employee Contribution, if
                             applicable) of each Contributing Participant
                             entitled thereto)

                NOTE: If no option is selected, Option 3 will apply. Matching
                Contributions in excess of 100 percent of a Contributing
                Participant's Elective Deferrals (and/or Nondeductible
                Employee Contribution, if applicable) will be subject to the
                additional ACP testing limits under Plan Section 3.06 and
                Treasury Regulation Section 1.401(m)-2(a)(5).


        2. PARTICIPANTS ENTITLED TO QUALIFIED MATCHING CONTRIBUTIONS

           A.   CONTRIBUTING PARTICIPANTS ELIGIBLE FOR QUALIFIED MATCHING
                CONTRIBUTIONS

                Qualified Matching Contributions, if made to the Plan, will be
                made on behalf of (select one):

                OPTION 1:[X] Each Contributing Participant who makes
                             Elective Deferrals (and Nondeductible Employee
                             Contributions, if applicable) and who is a
                             non-Highly Compensated Employee.

                OPTION 2:[ ] All Contributing Participants who make
                             Elective Deferrals (and Nondeductible Employee
                             Contributions, if applicable).

                NOTE: If no option is selected, Option 1 will apply.

           B.   ADDITIONAL CONDITIONS FOR RECEIVING QUALIFIED MATCHING
                CONTRIBUTIONS

                A Contributing Participant will be a Qualifying Contributing
                Participant for purposes of Qualified Matching
                Contributions, and thus entitled to share in Qualified
                Matching Contributions for any Plan Year, only if the
                Participant has satisfied all of the requirements of Section
                Two on at least one day of such Plan Year and satisfies the
                following additional condition(s) (select one):

                OPTION 1: [ ] Hours of Service Requirement. The
                              Participant completes at least --------(not more
                              than 1,000) Hours of Service during the Plan Year.
                              However, this condition will be waived for the
                              following reason(s) (select all that apply):

                              [ ] The Participant's Death.

                              [ ] The Participant's Termination of Employment
                                  after having incurred a Disability.

                              [ ] The Participant's Termination of Employment
                                  after having reached Normal Retirement Age.

                              [ ] The Participant's Termination of Employment
                                  after having reached Early Retirement Age.

                              [ ] The Participant is employed on the last day
                                  of the Plan Year.

                          [ ] Last Day Requirement. The Participant is an
                              Employee of the Employer on the last day of the
                              Plan Year. However, this condition will be waived
                              for the following reason(s) (select all that
                              apply):

                              [ ] The Participant's Death.

                              [ ] The Participant's Termination of Employment
                                  after having incurred a Disability.

                              [ ] The Participant's Termination of Employment
                                  after having reached Normal Retirement Age.

                              [ ] The Participant's Termination of Employment
                                  after having reached Early Retirement Age.

                              [ ] The Participant's Termination of Employment
                                  after having completed at least ------- Hours
                                  of Service during the Plan Year.


                OPTION 2:[X] No additional conditions.

                NOTE: If no option is selected, Option 2 will apply.


                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                 Page 18 of 36

<PAGE>

PART G. OTHER CONTRIBUTIONS

        1.  ROLLOVER CONTRIBUTIONS

            May an Employee make rollover contributions to the Plan pursuant
            to Plan Section 3.07 (select one)?

            OPTION 1: [ ]Yes.

            OPTION 2: [ ]Yes, unless such Employee is part of any excluded class
            of Employees.

            OPTION 3: [X]Yes, but only after becoming a Participant.

            OPTION 4: [ ]No.

            NOTE: If no option is selected, Option 2 will apply.

            A.  DIRECT ROLLOVERS

                I.  SOURCES OF ELIGIBLE ROLLOVER DISTRIBUTIONS

                The Plan will accept Direct Rollovers of Eligible Rollover
                Distributions from (select "Yes" or "No" to each of the
                following items by selecting the appropriate box,):

                1.   A qualified plan described in Code Section 401(a) or
                     403(a). [X] Yes [ ] No

                2.   An annuity contract described in Code Section 403(b).
                     [X]Yes [ ] No

                3.   An eligible plan under Code Section 457(b) that is
                     maintained by a state, political subdivision of a state,
                     or any agency or instrumentality of a state or political
                     subdivision of a state. [X]Yes [ ]No

                NOTE: If a box is not selected for an item, "Yes" will apply
                for such item.

                II. ROLLOVER EXCLUSIONS

                    Will the Plan accept the following as Direct Rollovers
                    (Select "Yes" Or "No" To Each Of The Following Items By
                    Selecting The Appropriate Box)?

                    1.   Nondeductible Employee Contributions. [ ]Yes [X]No

                    2.   Roth Elective Deferrals. [ ]Yes [X]No

                    NOTE: Item 2 may be selected only if the Plan permits Roth
                    Elective Deferrals under Part A of this Section. If a
                    box is not selected for an item, "No" will apply for
                    such item.

             B. IN DIRECT ROLLOVERS

                    I.  SOURCES OF ELIGIBLE ROLLOVER DISTRIBUTIONS

                    The Plan will accept Indirect Rollovers of Eligible
                    Rollover Distributions from (select "Yes" or "No" to
                    each of the following items by selecting the
                    appropriate box):

                    1.  A qualified plan described in Code Section 401(a) or
                        403(a). [X]Yes [ ] No

                    2.  An annuity contract described in Code Section 403(b).
                        [X]Yes [ ] No

                    3.  An eligible plan under Code Section 457(b) that is
                        maintained by a state, political subdivision of a
                        state, or any agency or instrumentality of a state or
                        political subdivision of a state. [X]Yes [ ]No

                    NOTE: If a box is not selected for an item, "Yes" will apply
                    for such item.

           II. ROLLOVER EXCLUSIONS

                    Will the Plan accept Indirect Rollover contributions of
                    Roth Elective Deferrals (select one)?

                    OPTION 1: [ ] Yes.

                    OPTION 2: [X]No.

                    NOTE: Indirect Rollover contributions may only consist of
                    earnings attributable to Roth Elective Deferrals. If no
                    option is selected, Option 2 will apply.

        C. ROLLOVER CONTRIBUTIONS FROM IRAS

        Will  the Plan accept rollover contributions of the portion of a
        distribution from an individual retirement account or annuity
        described in Code Section 408(a) or 408(b) that is eligible to be
        rolled over and would otherwise be includible in gross income
        (select one)?

        OPTION 1:[X] Yes.

        OPTION 2: [ ]No.

        NOTE: If no option is selected, Option 1 will apply.

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                 Page 19 of 36
<PAGE>

     2.   TRANSFER CONTRIBUTIONS

          May an Employee make transfer contributions to the Plan pursuant to
          Plan Section 3.08 (select one)?

          OPTION 1: [ ] Yes.

          OPTION 2: [ ] Yes, unless such Employee is part of any
                        excluded class of Employees.

          OPTION 3: [X] Yes, but only after becoming a Participant.

          OPTION 4: [ ] Yes, but only if the assets are exempt from the
                        Qualified Joint and Survivor Annuity rules as described
                        in Plan Section 5.10 (without regard to Plan Section
                        5.10(E) thereof).

          OPTION 5: [ ] No.

          NOTE: If no option is selected, Option 2 will apply.

     3.   NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS

          May a Participant make Nondeductible Employee Contributions pursuant
          to Plan Section 3.10 (select one)?

          OPTION 1: [ ] Yes. If "Yes," check here if such contributions
                        will be mandatory. [ ]

          OPTION 2: [X] No.

          NOTE: If no option is selected, Option 2 will apply.

          Nondeductible Employee Contributions may commence on (must be on or
          after the Effective Date)-----------------------------------------.

     4.   TOP-HEAVY CONTRIBUTIONS

          A.   MINIMUM ALLOCATION OR BENEFIT

               For any Plan Year with respect to which this Plan is a Top-Heavy
               Plan, any minimum allocation required pursuant to Plan Section
               3.04(E) shall be made (select one):

               OPTION 1: [X] To this Plan. (If the allocation formula
                             selected in Part D above does not satisfy the
                             top-heavy minimum allocation by design, select
                             either Suboption 1 or Suboption 2 below.

                             The allocation formula set forth in Part D above
                             shall be modified to provide for the minimum
                             allocation for non- Key Employees as follows:

                             SUBOPTION 1: [X]

                                             STEP 1: The annual Employer
                                                     Profit Sharing
                                                     Contribution shall be
                                                     initially allocated to
                                                     the accounts of all
                                                     Employees based upon the
                                                     formula set forth in Part
                                                     D above. If any non-Key
                                                     Employee does not receive
                                                     a top-heavy minimum
                                                     allocation under the
                                                     formula, the Employer
                                                     Profit Sharing
                                                     Contribution shall
                                                     instead be allocated
                                                     first to the non-Key
                                                     Employees having less
                                                     than the minimum
                                                     top-heavy allocation in
                                                     an amount equal to the
                                                     initial allocation plus
                                                     any additional amount
                                                     necessary to provide the
                                                     top-heavy minimum
                                                     allocation.

                                             STEP 2: The remaining Employer
                                                     Profit Sharing
                                                     Contributions shall then
                                                     be allocated based upon
                                                     the formula set forth in
                                                     Part D, provided, however,
                                                     those non-Key Employees
                                                     receiving a top-heavy
                                                     minimum allocation under
                                                     Step 1 of this suboption
                                                     (a) shall not be entitled
                                                     to receive any additional
                                                     allocation. Should any
                                                     remaining non-Key Employee
                                                     fail to receive a
                                                     top-heavy minimum
                                                     allocation under this Step
                                                     2, the calculation set
                                                     forth in Step 1 shall be
                                                     repeated until all non-Key
                                                     Employees have received a
                                                     top-heavy minimum
                                                     allocation and the
                                                     remaining Employer Profit
                                                     Sharing Contribution has
                                                     been allocated.

                                                     In the event the annual
                                                     Employer Profit Sharing
                                                     Contribution does not
                                                     equal or exceed three
                                                     percent (3%) of the total
                                                     Compensation of all
                                                     eligible non-Key
                                                     Employees, eligible Key
                                                     Employees shall not share
                                                     in the allocation and such
                                                     three percent (3%)
                                                     allocation on behalf of
                                                     non-Key Employees shall be
                                                     reduced pro rata based
                                                     upon the ratio each
                                                     eligible non-Key
                                                     Employee's Compensation
                                                     bears to the total of all
                                                     such non-Key Employee's
                                                     Compensation.

                             SUBOPTION 2: [ ] An allocation of three
                                              percent (3%) of Compensation will
                                              first be made to all Employees
                                              eligible to participate in the
                                              Plan; thereafter the remaining
                                              Employer Profit Sharing
                                              Contribution will be allocated to
                                              the accounts of all Employees as
                                              set forth in Part D above. In the
                                              event the annual Employer Profit
                                              Sharing Contribution does not
                                              equal or exceed three percent (3%)
                                              of the total Compensation of all
                                              eligible non-Key Employees, such
                                              three percent (3%) allocation
                                              shall be reduced pro rata based
                                              upon the ratio each eligible
                                              non-Key Employee's Compensation
                                              bears to the total of all such
                                              non-Key Employees' Compensation.

                             NOTE: If no suboption is selected, Suboption 1 will
                             apply.

               OPTION 2: [ ] To the following plan maintained by the Employer:
                             (Describe below the extent, if any, to which the
                             top-heavy minimum benefit requirement of Code
                             Section 416(c) and Plan Section 3.04(E) shall be
                             met in another plan. This should include the name
                             of the other plan, the minimum benefit that will
                             be provided under such other plan, and the
                             Employees who will receive the minimum benefit
                             under such other plan.)

                                           (C) 2009 Ascensus, Inc., Brainerd, MN

                                  Page 20 of 36

<PAGE>




          OPTION 3: [ ] In accordance with the following method: (Provide
                    language describing the method that will be used to satisfy
                    Code Section 416. Such method must preclude Employer
                    discretion.)-----------------------------------------------
                    -----------------------------------------------------------

          NOTE: If no option is selected, Option 1 will apply.

      B.  PARTICIPANTS ENTITLED TO RECEIVE MINIMUM ALLOCATION

          If a minimum allocation required pursuant to Plan Section 3.04(E) is
          not satisfied with either Employer Profit Sharing Contributions or
          Matching Contributions, the remaining minimum allocation required
          pursuant to Plan Section 3.04(E) shall be allocated to the Individual
          Accounts of (select one):

          OPTION 1: [X] Participants who are not Key Employees.

          OPTION 2: [ ] All Participants.

          NOTE: If no option is selected, Option 1 will apply.

      C.  TOP-HEAVY RATIO

          For purposes of computing the top-heavy ratio as described in Plan
          Section 7.19(B), the Present Value of benefits under a defined benefit
          plan will be discounted only for mortality and interest based on the
          following (select one):

          OPTION 1: [X] Not applicable because the Employer has not
                        maintained a defined benefit plan.

          OPTION 2: [ ] The interest rate and mortality table specified
                        for this purpose in the defined benefit plan.

          OPTION 3: [ ] Interest rate of ______ percent and the following
                        mortality table (specify)________________________ .

PART H. ADP TESTING METHOD

        The testing method used for purposes of the ADP test under this Plan
        shall be (select one):

        OPTION 1: [X] Prior Year Testing Method.

                      INITIAL PLAN YEAR ADP

                      If this is not a successor Plan, then for the first Plan
                      Year that this Plan permits any Participant to make
                      Elective Deferrals, the ADP for Participants who are
                      non-Highly Compensated Employees shall be (select one):

                      SUBOPTION (A): [ ] 3%.

                      SUBOPTION (B): [ ] Such first Plan Year's ADP.

                      NOTE: If no suboption is selected, Suboption (a) will
                            apply.

        OPTION 2: [ ] Current Year Testing Method.

        NOTE: If no option is selected, Option 1 will apply unless the Adopting
        Employer elects to apply the Safe Harbor CODA provisions of Section
        Three, Part C above, in which case Option 2 will apply. If the
        Adopting Employer elects to apply the Safe Harbor CODA provisions of
        Section Three, Part C above, Option 2 must be selected. If Option 2 is
        selected, the current year testing method must continue to be used
        unless 1.) the Plan has been using the current year testing method for
        the preceding five Plan Years, or, if fewer, the number of Plan Years
        the Plan has been in existence, or 2) the Plan otherwise meets one of
        the conditions specified in the Treasury Regulations (or additional
        guidance issued by the Internal Revenue Service (IRS)) for changing
        from the current year testing method. The current year testing method
        may be elected for the ADP test even if prior year testing is elected
        for the ACP test. However, if different testing methods for the ADP and
        ACP tests are selected, the Plan cannot use recharacterization to
        correct Excess Contributions, take Elective Deferrals into
        consideration to satisfy the ACP test, or use Qualified Matching
        Contributions to satisfy the ADP test.

PART I. ACP TESTING METHOD

        The testing method used for purposes of the ACP test under this Plan
        shall be (select one):

        OPTION 1: [X] Prior Year Testing Method.

                      INITIAL PLAN YEAR ACP

                      If this is not a successor Plan, then for the first Plan
                      Year that this Plan permits any Participant to make
                      Nondeductible Employee Contributions, provides for
                      Matching Contributions or both, the ACP for Participants
                      who are non-Highly Compensated Employees shall be (select
                      one):

                      SUBOPTION (A): [ ] 3%.

                      SUBOPTION (B): [ ] Such first Plan Year's ACP.

                      NOTE: If no suboption is selected, Suboption (a) will
                      apply.

        OPTION 2: [ ] Current Year Testing Method.

        NOTE: If no option is selected, Option 1 will apply unless the
        Adopting Employer elects to apply the Safe Harbor CODA provisions of
        Section Three, Part C above, in which case Option 2 will apply. If the
        Adopting Employer elects to apply the Safe Harbor CODA provisions of
        Section Three, Part C above, Option 2 must be selected. If Option 2 is
        selected, the current year testing method must continue to be used
        unless 1) the Plan has been using the current year testing method for
        the preceding five Plan Years, or, if fewer, the number of Plan Years
        the Plan has been in existence, or 2) the Plan otherwise meets one of
        the conditions specified in the Treasury Regulations (or additional
        guidance issued by the Internal Revenue Service (IRS)) for changing
        from the current year testing method. The current year testing method
        may be elected for the ACP test even if prior year testing is elected
        for the ADP test However, if different testing methods for the ADP and
        ACP tests are selected, the Plan cannot use recharacterization to
        correct Excess Contributions, take Elective Deferrals into
        consideration to satisfy if the ACP test, or use Qualified Matching
        Contributions to satisfy the ADP test.

                                           (C)2009 Ascensus, Inc., Brainerd, MN

                                        Page 21 of 36
<PAGE>

                     SECTION FOUR: VESTING AND FORFEITURES
                           Complete Parts A through I

PART A. VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS

        A Participant will become Vested in the portion of their Individual
        Account derived from Matching Contributions (including ACP Test Safe
        Harbor Matching Contributions), if applicable, made pursuant to Section
        Three of the Adoption Agreement as follows.

<TABLE>
<CAPTION>
YEARS OF
VESTING
SERVICE                                                     VESTED PERCENTAGE
-------------------------------------------------------------------------------------------------------------------------
Matching       Option 1[X] Option 2 [ ]  Option 3 [ ] Option 4 [ ] (Complete if chosen)  Option 5 [ ] (Complete if chosen)
-------------------------------------------------------------------------------------------------------------------------
<S>            <C>         <C>           <C>          <C>                                <C>
Less than One      100%         0%           0%           ______ %                                    ______ %
      1            100%         0%           0%           ______ %                                    ______ %
      2            100%         0%          20%           ______ % (not less than 20%)                ______ %
      3            100%       100%          40%           ______ % (not less than 40%)                    100%
      4            100%       100%          60%           ______ % (not less than 60%)                    100%
      5            100%       100%          80%           ______ % (not less than 80%)                    100%
      6            100%       100%         100%           100%                                            100%
</TABLE>

        NOTE: If no option is selected as of the first date on which such
        contributions may be made to the Plan, Option 1 will apply. A
        Participant with accrued benefits derived from Matching Contributions
        who has not completed at least one Hour of Service under the Plan in a
        Plan Year beginning after December 31, 2001, will be subject to the
        vesting schedule in effect after January 1, 2002, unless otherwise
        elected by the Employer in an amendment adopting provisions of the
        Economic Growth and Tax Relief Reconciliation Act of 200l (EGTRRA).
        Please list the pre-EGTRR A vesting schedules, If applicable, on
        Attachment A, Protected Benefits and Prior Plan Provisions.

PART B. VESTING SCHEDULE FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS

        A Participant will become Vested in the portion of their Individual
        Account derived from Employer Profit Sharing Contributions, if
        applicable, made pursuant to Section Three of the Adoption Agreement as
        follows.
<TABLE>
<CAPTION>
YEARS OF
VESTING
SERVICE                                                     VESTED PERCENTAGE
-------------------------------------------------------------------------------------------------------------------------
Profit Sharing  Option 1[X] Option 2 [ ]  Option 3 [ ] Option 4 [ ] (Complete if chosen)  Option 5 [ ] (Complete if chosen)
-------------------------------------------------------------------------------------------------------------------------
<S>             <C>         <C>           <C>          <C>                                <C>
Less than One      100%         0%           0%           ______ %                                    ______ %
      1            100%         0%           0%           ______ %                                    ______ %
      2            100%         0%          20%           ______ % (not less than 20%)                ______ %
      3            100%       100%          40%           ______ % (not less than 40%)                    100%
      4            100%       100%          60%           ______ % (not less than 60%)                    100%
      5            100%       100%          80%           ______ % (not less than 80%)                    100%
      6            100%       100%         100%           100%                                            100%
</TABLE>

        NOTE: If no option is selected as of the first date on which such
        contributions may be made to the Plan, Option 1 will apply.

PART C. MEASURING PERIOD FOR VESTING

        Years of Vesting Service will be measured over the following
        12-consecutive month period:

        OPTION 1: [X] The Plan Year.

        OPTION 2: [ ] The 12-consecutive month period commencing with
                      the Employee's Employment Commencement Date and each
                      successive 12-month period commencing on the
                      anniversaries of the Employee's Employment Commencement
                      Date.

        OPTION 3: [ ] Other (specify)_________________________________________ .

        NOTE: If no option is selected, Option 1 will apply.

PART D. YEAR OF VESTING SERVICE

        1. _________ Hours of Service (no more than 1,000) shall be
           required to constitute a Year of Vesting Service.

        2. ____________ Hours of Service (no more than 500 but less
           than the number specified in Part D, item 1, above) must
           be exceeded to avoid a Break in Vesting Service.

        NOTE: If no hours are specified, 1,000 and 500 will apply for items 1
        and 2, respectively.

PART E. EXCLUSION OF CERTAIN YEARS OF VESTING SERVICE

        All of an Employee's Years of Vesting Service with the Employer are
        counted to determine the Vested percentage in the Participant's
        Individual Account except (select all that apply):

        [ ] Years of Vesting Service before the Employee reaches
            age 18.

        [ ] Years of Vesting Service before the Employer
            maintained this Plan or a predecessor plan.

        [ ] Years of Vesting Service during a period for which the
            Employee made no mandatory Nondeductible Employee
            Contributions.

                                           (C) 2009 Ascensus, Inc., Brainerd, MN

                                 Page 22 of 36

<PAGE>


PART F. FULLY VESTED UNDER CERTAIN CIRCUMSTANCES

        Will an Employee be fully Vested under the following circumstances
        (select "Yes" or "No" to each of the following items by selecting the
        appropriate box)?

        1. The Employee dies.                               [ ] Yes [ ] No

        2. The Employee incurs a Disability.                [ ] Yes [ ] No

        3. The Employee satisfies the conditions
           for Early Retirement Age ('if applicable,).      [ ] Yes [ ] No

        NOTE: if a box is not selected for an item, "Yes" will apply for that
        item.

PART G. Allocation of Forfeitures of Matching Contributions

        Forfeitures of Matching Contributions will be (select one):

        OPTION 1: [ ] Allocated to the Individual Accounts of the
                      Participants specified below in the ratio that each
                      Participant's Compensation for the Plan Year bears to the
                      total Compensation of all Participants for such Plan
                      Year.

                      The Participants entitled to receive allocations of such
                      Forfeitures will be (select one):

                      SUBOPTION (A): [ ] Qualifying Contributing Participants.

                      SUBOPTION (B): [ ] Qualifying Participants.

                      SUBOPTION (C): [ ] All Participants.

                      NOTE: If no suboption is selected, Suboption (a) will
                      apply.

        OPTION 2: [X] Applied to reduce Employer Contributions.

        NOTE: if no option is selected, Option 2 will apply. Pursuant to Plan
        Section 3.04(C) and notwithstanding the election mode above, the
        Employer may first apply Forfeitures to the payment of the Plan's
        administrative expenses in accordance with Plan Section 7.04 and/or the
        restoration of Participant's individual Accounts pursuant to Plan
        Section 4.01 (C)(3).

PART H. ALLOCATION OF FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS

        Forfeitures of Excess Aggregate Contributions will be (select one):

        OPTION 1: [ ] Allocated to the Individual Accounts of eac  Qualifying
                      Contributing Participant's Matching Contribution account
                      in the ratio that each Qualifying Contributing
                      Participant's Compensation for the Plan Year bears to the
                      total Compensation of all Qualifying Contributing
                      Participants who are non-Highly Compensated Employees for
                      such Plan Year.

        OPTION 2: [X] Applied to reduce Employer Contributions.

        NOTE: if no option is selected, Option 2 will apply. Pursuant to Plan
        Section 3.04(C) and notwithstanding the election made above, the
        Employer may first apply Forfeitures to the payment of the Plan's
        administrative expenses in accordance with Plan Section 7.04 and/or the
        restoration of Participant's Individual Accounts pursuant to Plan
        Section 4.01 (C)(3).

PART I. ALLOCATION OF FORFEITURES OF EMPLOYER PROFIT SHARING CONTRIBUTIONS

        Forfeitures of Employer Profit Sharing Contributions will be (select
        one):

        OPTION 1: [ ] Allocated to the Individual Accounts of the Participants
                      specified below in the manner described in Plan Section
                      3.04(B) (for Employer Profit Sharing Contributions).

                      The Participants entitled to receive allocations of such
                      Forfeitures will be (select one):

                      SUBOPTION (A): [ ] Qualifying Participants.

                      SUBOPTION (B): [ ] All Participants.

                      NOTE: if no suboption is selected, Suboption (a) will
                      apply.

        OPTION 2: [ ] Applied to reduce Employer Contributions.

        NOTE: If no option is selected, Option 2 will apply. Pursuant to Plan
        Section 3.04(C) and notwithstanding the election made above, the
        Employer may first apply Forfeitures to the pursuant of the Plan's
        administrative expenses in accordance with Plan Section 7.04 and/or the
        restoration of Participant's Individual Accounts pursuant to Plan
        Section 4. 01(C)(3)

                                           (C)2009 Ascensus, Inc., Brainerd, MN

                                 Page 23 of 36

<PAGE>


                     SECTION FIVE: DISTRIBUTIONS AND LOANS

                           Complete Parts A through F

PART A. ELIGIBILITY FOR DISTRIBUTIONS (Answer each of the following items.)

        1.  DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

            A.  INDIVIDUAL ACCOUNT BALANCES LESS THAN OR EQUAL TO THE CASHOUT
                LEVEL
                CASHOUT LEVEL FOR TERMINATED PARTICIPANTS

                For purposes of applying the cashout rules in Plan Section
                4.01(C), the cashout level will be (select one):

                OPTION 1: [ ] $5,000.

                OPTION 2: [X] $1,000.

                OPTION 3: [ ] $200.

                OPTION 4: [ ] $_______ (specify an amount less than $1,000).

                OPTION 5: [ ] Not Applicable. The cashout distribution
                              provisions in Plan Section 4.0l(C)(1)
                              will not apply.

                NOTE: If no option is selected, Option 2 will apply. A cashout
                level exceeding $1,000 will subject the Plan to the automatic
                rollover requirements of Code Section 401 (a)(31) (B) as
                described in Plan Section 5.01(B). if Option 5 is selected you
                may skip item (ii) below because the value of the Vested
                portion of the Participant's individual Account must remain in
                the Plan until the Participant is entitled to, and requests (if
                required), a distribution. The value of a Participant's Vested
                Individual Account for purposes of determining the cashout
                level shall be determined by including rollover contributions.

            B.  INDIVIDUAL ACCOUNT BALANCES EXCEEDING CASHOUT LEVEL

                I.  EMPLOYEE HAS NOT REACHED NORMAL RETIREMENT AGE

                    May an Employee who has not reached Normal Retirement Age
                    request a distribution from the Plan of that portion of the
                    Participant's Individual Account attributable to the
                    following types of contributions upon incurring a
                    Termination of Employment (select one)?

                    OPTION 1: [X] Yes, with respect to the following
                                  contributions.

                                  [X] Matching Contributions (if applicable).

                                  [ ] Employer Profit Sharing Contributions (if
                                      applicable).

                    OPTION 2: [ ] No.

                    NOTE: If no option is selected, Option 1 will apply with
                    regard to Matching Contributions, and Employer Profit
                    Sharing Contributions.

                II. SEVERANCE FROM EMPLOYMENT

                    May a Participant request a distribution of their Elective
                    Deferrals, Qualified Nonelective Contributions, Qualified
                    Matching Contributions, and earnings on account of
                    Severance from Employment pursuant to Plan Section 5.01
                    (A)(2)?

                    OPTION 1: [X] Yes.

                    OPTION 2: [ ] No.

                    NOTE: If no option is selected, Option 1 will apply.

        2.  DISTRIBUTIONS DURING EMPLOYMENT

            A.  IN-SERVICE WITHDRAWALS

                I. IN-SERVICE AVAILABILITY FOR ELECTIVE DEFERRALS

                   Will a Participant who has not incurred a Severance from
                   Employment be entitled to request an in-service withdrawal
                   from the Plan of that portion of the Participant's
                   Individual Account attributable to Elective Deferrals,
                   Qualified Nonelective Contributions, and Qualified Matching
                   Contributions (select one)?

                   [X] Yes, if he or she has attained age 59.5 (must be at
                       least age 59 1/2. If no age is specified, age 59 1/2 will
                       apply)

                   [ ] Yes, if he or she has attained Normal Retirement Age.

                   NOTE: If either box is selected above, select whether
                   in-service distributions will be available from Pre-Tax
                   and/or Roth Elective Deferrals.

                   [X] Pre-Tax Elective Deferrals.

                   [ ] Roth Elective Deferrals.

                   NOTE: If a Participant is permitted to request an in-service
                   distribution upon attainment of Normal Retirement Age, he or
                   she must also be at least age 59 1/2 to be eligible for the
                   distribution. If in-service distributions are permitted and
                   neither Pre-Tax nor Roth Elective Deferrals is selected,
                   in-service distributions will be permitted from both Pre-Tax
                   Elective Deferrals and Roth Elective Deferrals.

                II. IN-SERVICE AVAILABILITY FOR EMPLOYER CONTRIBUTIONS

                    Will a Participant be entitled to request an in-service
                    withdrawal from the Plan of that portion of the
                    Participant's Individual Account attributable to Matching
                    Contributions, and Employer Profit Sharing Contributions
                    (select one)?

                    OPTION 1: [X] Yes, with respect to the following
                                  contributions (select all that apply and
                                  complete the table below):

                                  [X] Matching Contributions.

                                  [ ] Employer Profit Sharing Contributions.

                    OPTION 2: [ ] No.

                    NOTE: if no option is selected, Option 1 will apply with
                    respect to all Matching Contributions, and Employer Profit
                    Sharing Contributions.

                                             (C)2009 Ascensus, Inc. Brainerd, MN

                                 Page 24 of 36



<PAGE>
<TABLE>
<CAPTION>
                                                                    MATCHING     EMPLOYER PROFIT SHARING
                                                                 CONTRIBUTIONS        CONTRIBUTIONS
                                                                 --------------  ------------------------
<S>                                                              <C>             <C>
Upon attainment of age 59 l/2

Upon attainment of Normal Retirement Age                               [X]

Upon attainment of age (specify an age other than age 59
1/2):

Upon reaching a Vested percentage equal to: 100%

The maximum Vested percent of the Individual Account
that may be withdrawn is (specify Vested percent):

After contributions have been allocated to the Plan for a
period of years equal to (must be at least two):

After participating in the Plan for a period of years equal to
(must be at least five unless the applicable contributions
have been allocated to the Plan for at least two years as
specified in the box above):

The maximum number of in-service withdrawals that may
be taken while a Participant is employed by the Employer is
(specify either "unlimited" or the actual number that
applies (e.g., one, one per year, etc.)):

After participating in the Plan for a period of years equal to   (a)                       (a)
(a) and attaining age (b).                                       (b)                       (b)

After becoming 100% Vested, participating in the Plan for a      (a)                       (a)
period of years equal to (a) and attaining age (b).              (b)                       (b)

</TABLE>


              NOTE: Place an "x" or enter the specific criteria (e.g., age,
              vested percentage, etc.) in each box, as applicable. A
              Participant need only satisfy the criteria in one of the rows to
              be eligible for an in-service distribution. If Option 1 applies
              and no selections or entries are made in the table above, Plan
              Section 5.01(C)(1) will apply in determining whether a
              Participant is entitled to an in-service distribution and there
              will be no limit on the number of in-service distributions.

        B. HARDSHIP WITHDRAWALS

           I.  HARDSHIP AVAILABILITY FOR ELECTIVE DEFERRALS

               Will a Participant who has not incurred a Severance from
               Employment be entitled to request a hardship distribution from
               the Plan of that portion of the Individual Account attributable
               to Elective Deferrals (select one)?

               OPTION 1: [X] Yes, with respect to the following
                             Elective Deferrals (select all that apply):

                             [X] Pre-tax Elective Deferrals.

                             [ ] Roth Elective Deferrals.

               OPTION 2: [ ] No.

               NOTE: If no option is selected, Option 1 will apply and hardship
               distributions will be available from both Pre-tax and Roth
               Elective Deferrals. Hardship distributions of Elective Deferrals
               will result in a suspension of an Employee's Elective Deferrals
               (and Employee Nondeductible Contributions, if applicable) as
               described in Plan Section 5.01(C)(2)(b).

           II. HARDSHIP AVAILABILITY FOR MATCHING CONTRIBUTIONS AND EMPLOYER
               PROFIT SHARING CONTRIBUTIONS

               Will a Participant be entitled to request a hardship
               distribution from the Plan (select all that apply)?

               OPTION 1: [ ] Yes, with respect to the following
                             contributions (select all that apply):

                             [ ] Matching Contributions.

                             [ ] Employer Profit Sharing Contributions.

               OPTION 2: [ ] Yes, with respect to the following
                             contribution and only with respect to a
                             Participant who is 100 percent Vested in their
                             Individual Account attributable to such
                             contributions (select all that apply):

                             [ ] Matching Contributions.

                             [ ] Employer Profit Sharing Contributions.

               OPTION 3: [ ] Yes, with respect to the following
                             contribution and only with respect to a
                             Participant who has participated in the Plan for___
                             or more years and has attained age___ (select all
                             that apply):

                             [ ] Matching Contributions.

                             [ ] Employer Profit Sharing Contributions.

               OPTION 4: [ ] Yes, with respect to the following
                             contribution and only with respect to a
                             Participant who is 100 percent Vested in their
                             Individual Account and has participated in the
                             Plan for or more years and has attained age___
                             (select all that apply):

                             [ ] Matching Contributions.

                             [ ] Employer Profit Sharing Contributions.

                                           (C) 2009 Ascensus, Inc., Brainerd, MN

                                 Page 25 of 36

<PAGE>


                         OPTION 5: [X] No.

                         NOTE: If no option is selected, Option 1 will apply
                         with respect to all Matching Contributions and
                         Employer Profit Sharing Contributions. If Option I, 2,
                         3, or 4 applies, complete the following.

                                 How will hardship be defined for purposes of
                                 this section?

                                 SUBOPTION (A): [ ] The definition of
                                                    hardship described in Plan
                                                    Section 5.01(C)(2)(a) will
                                                    apply with respect to the
                                                    following types of
                                                    contributions, therefore an
                                                    Employee's Elective
                                                    Deferrals (and
                                                    Nondeductible Employee
                                                    Contributions, if
                                                    applicable) will not be
                                                    suspended for six months
                                                    (select all that apply):

                                                    [ ] Matching Contributions.

                                                    [ ] Employer ProfitSharing
                                                        Contributions.

                                 SUBOPTION (B): [ ] The safe harbor
                                                    definition of hardship
                                                    distribution described in
                                                    Plan Section 5.01(C)(2)(b)
                                                    will apply with respect to
                                                    the following types of
                                                    contributions, except that
                                                    an Employee's Elective
                                                    Deferrals (and
                                                    Nondeductible Employee
                                                    Contributions, if
                                                    applicable) will NOT be
                                                    suspended for six months
                                                    (select all that apply):

                                                    [ ] Matching
                                                        Contributions.

                                                    [ ] Employer Profit
                                                        Sharing Contributions.

                                 SUBOPTION (C): [ ] The safe harbor
                                                    definition of hardship
                                                    distribution described in
                                                    Plan Section 5.01(C)(2)(b)
                                                    will apply with respect to
                                                    the following types of
                                                    contributions, including
                                                    the requirement that an
                                                    Employee's Elective
                                                    Deferrals (and
                                                    Nondeductible Employee
                                                    Contributions, if
                                                    applicable) will be
                                                    suspended for six months
                                                    (select all that apply):

                                                    [ ] Matching
                                                        Contributions.

                                                    [ ] Employer Profit
                                                        Sharing Contributions.

                                 NOTE: If no suboption is selected, Suboption
                                 (b) will apply to the option selected in item
                                 (b)(ii) above with regard to Matching
                                 Contributions and Employer Profit Sharing
                                 Contributions.

        3.  MISCELLANEOUS DISTRIBUTION ISSUES

            A. WITHDRAWALS OF ROLLOVER CONTRIBUTIONS

               Will an Employee be entitled to request a distribution of their
               rollover contributions at any time (select one)?

               OPTION 1: [X] Yes.

               OPTION 2: [ ] No.

               NOTE: If no option is selected, Option 1 will apply. If Option 2
               applies, the Plan's provisions governing distributions will
               apply according to Plan Section 5.01(A)(1).

            B. WITHDRAWALS OF TRANSFER CONTRIBUTIONS

               Will an Employee be entitled to request a distribution of their
               transfer contributions at any time subject to the restrictions
               of Plan Section 5.01(D) (select one)?

               OPTION 1: [X] Yes.

               OPTION 2: [ ] No.

               NOTE: If no option is selected, Option 1 will apply. If Option 2
               applies, the Plan's provisions governing distributions will
               apply according to Plan Section 5.01(A)(1).

            C. DISABILITY

               Will a Participant who has incurred a Disability be entitled to
               request a distribution from the Plan (select one)?

               OPTION 1: [X] Yes (select all that apply):

                             [X] Elective Deferrals.

                             [X] Matching Contributions.

                             [ ] Employer Profit Sharing Contributions.

               OPTION 2: [ ] NO.

               NOTE: If no option is selected, Option 1 will apply. If Option 1
               applies and no contribution source is selected, distributions
               will be permitted from all contribution sources.

PART B. FORM OF DISTRIBUTION (Answer each of the following items.)

        1.  INDIVIDUAL ACCOUNT BALANCES OF $1,000 OR LESS

            Cashout distributions of $1,000 or less that are Eligible Rollover
            Distributions and are made to terminated Participants pursuant to
            Plan Section 5.01(B) shall be (select one):

            OPTION 1: [X] Paid in a lump sum distribution.

            OPTION 2: [ ] Paid in a Direct Rollover to an individual
                          retirement account (as defined in Code Sections
                          408(a) and 408(b)).

            NOTE: If no option is selected, Option 1 will apply.

                                               2009 Ascensus, Inc., Brainerd, MN

                                 Page 26 of 36

<PAGE>


        2.  INDIVIDUAL ACCOUNT BALANCES EXCEEDING $1,000

            A.  LUMP SUM

                Will a Participant be entitled to request a distribution of the
                Vested portion of their Individual Account in a lump sum,
                subject to Plan Section 5.02 (select one)?

                OPTION 1: [X] Yes.

                OPTION 2: [ ] No.

            B.  PARTIAL PAYMENTS

                Will a Participant be entitled to request a partial
                distribution of the Vested portion of their Individual Account,
                subject to Plan Section 5.02 (select one)?

                OPTION 1: [ ] Yes.

                OPTION 2: [X] NO.

            C.  INSTALLMENT PAYMENTS

                Will a Participant be entitled to request a distribution of the
                Vested portion of their Individual Account over a period not to
                exceed the life expectancy of the Participant or the joint and
                last survivor life expectancy of the Participant and their
                designated Beneficiary, subject to Plan Section 5.02 (select
                one)?

                OPTION 1: [X] Yes.

                OPTION 2: [ ] No.

            D.  ANNUITY CONTRACTS

                Will a Participant be entitled to apply the Vested portion of
                their Individual Account toward the purchase of an annuity
                contract, subject to Plan Section 5.02 (select one)?

                OPTION 1: [ ] Yes.

                OPTION 2: [X] No.

        NOTE: Option 1 must be selected for at least one of Items (a) through
        (d) in Part B, item 2 above. If neither option is selected for items
        (a) or (b) in Part B, item 2 above, Option 1 will apply. If neither
        option is selected for items (c) or (d), Option 2 will apply. If this
        Plan is restating a Prior Plan, the forms of distribution under this
        Plan must generally be at least as favorable as under the Prior Plan.

PART C. TIMING OF DISTRIBUTIONS

        1.  DEATH, DISABILITY OR ATTAINMENT OF NORMAL RETIREMENT AGE

            If a Participant dies, incurs a Disability or attains Normal
            Retirement Age, and a distributable event has occurred,
            distributions shall commence as soon as administratively feasible
            following (select one):

            OPTION 1: [X] The date the Participant (or Beneficiary of a
                          deceased Participant) requests a distribution.

            OPTION 2: [ ] The next valuation date after the Participant
                          (or Beneficiary of a deceased Participant) requests a
                          distribution.

            OPTION 3: [ ] The last day of the Plan Year within which
                          the Participant (or Beneficiary of a deceased
                          Participant) requests a distribution.

            OPTION 4: [ ] The last day of the Plan Year within which
                          the Participant (or Beneficiary of a deceased
                          Participant) requests a distribution or the
                          Participant requests a distribution and incurs (not
                          more than five) consecutive one-year Breaks in
                          Vesting Service, whichever is later.

            NOTE: If no option is selected Option I will apply. A Participant's
            request for a distribution must be accompanied by their Spouse's
            consent (if required) as prescribed in Plan Section 5.10.

        2.  TERMINATION OF EMPLOYMENT OR SEVERANCE FROM EMPLOYMENT

            If a Participant has a Termination of Employment or Severance from
            Employment, and a distributable event has occurred, distributions
            shall commence as soon as administratively feasible following
            (select one):

            OPTION 1: [X] The date the Participant (or Beneficiary of a
                          deceased Participant) requests a distribution.

            OPTION 2: [ ] The next valuation date after the Participant
                          (or Beneficiary of a deceased Participant) requests a
                          distribution.

            OPTION 3: [ ] The last day of the Plan Year within which
                          the Participant (or Beneficiary of a deceased
                          Participant) requests a distribution.

            OPTION 4: [ ] The last day of the Plan Year within which the
                          Participant (or Beneficiary of a deceased
                          Participant) requests a distribution or the
                          Participant requests a distribution and incurs (not
                          more than five) consecutive one-year Breaks in
                          Vesting Service, whichever is later.

            NOTE: If no option is selected, Option I will apply. A
            Participant's request for a distribution must be accompanied by
            their Spouse's consent (if required) as prescribed in Plan Section
            5.10.

                                               2009 Ascensus, Inc., Brainerd, MN

                                 Page 27 of 36

<PAGE>

PART D. REQUIRED MINIMUM DISTRIBUTIONS

        1.  ELECTION TO APPLY FIVE-YEAR RULE TO DISTRIBUTIONS TO DESIGNATED
            BENEFICIARIES

            Will Designated Beneficiaries be required to take distributions
            according to the five-year rule (select one)?

            OPTION 1: [ ] Yes. If the Participant dies before
                          distributions have begun and there is a Designated
                          Beneficiary, distribution to the Designated
                          Beneficiary is not required to begin by the date
                          specified in Plan Section 5.05(D)(2), but the
                          Participant's entire interest will be distributed to
                          the Designated Beneficiary by December 31 of the
                          calendar year containing the fifth anniversary of the
                          Participant's death. If the Participant's surviving
                          Spouse is the Participant's sole Designated
                          Beneficiary and the surviving Spouse dies after the
                          Participant but before distributions to either the
                          Participant or the surviving Spouse have begun, this
                          election will apply as if the surviving Spouse were
                          the Participant.

            OPTION 2: [X] No.

            NOTE: If no option is selected, Option 2 will apply.

                          If applicable, this item 1 shall apply to (select
                          one):

                          OPTION 1: [ ] All distributions.

                          OPTION 2: [ ] The following distributions
                                    (specify):_______

                          NOTE: If no option is selected, Option 1 will apply.

        2.  ELECTION TO PERMIT PARTICIPANTS OR BENEFICIARIES TO ELECT
            FIVE-YEAR RULE

            Will Participants or Designated Beneficiaries be
            permitted to elect, on an individual basis, whether the five-year
            rule or the life expectancy rule applies (select one)?

            OPTION 1: [X] Yes. Participants or Beneficiaries may elect
                          on an individual basis whether the five-year rule or
                          the life expectancy rule in Plan Section 5.05(D)(2)
                          applies to distributions after the death of a
                          Participant who has a Designated Beneficiary.

            OPTION 2: [ ] No. Distributions will be made in accordance
                          with Plan Section 5.05(D)(2) and, if applicable, item
                          1 above.

            NOTE: If no option is selected, Option 1 will apply. If Option 1 in
            Part D, item 1 above is selected, Option 2 in Part D, item 2 must
            be selected.

PART E. RETIREMENT EQUITY ACT SAFE HARBOR

        Will the safe harbor provisions of Plan Section 5.10(E) apply (select
        one)?

        OPTION 1: [X] Yes.

        OPTION 2: [ ] No.

        NOTE: If no option is selected, Option 1 will apply.

        SURVIVOR ANNUITY PERCENTAGE (Complete only if Option 2 is selected or
        if certain Plan assets (e.g., transfer contributions) are subject to
        the Retirement Equity Act annuity requirements.)

        The survivor annuity portion of the Qualified Joint and Survivor Annuity
        will be a percentage equal to percent (at least 50 percent, but no more
        than 100 percent) of the amount paid to the Participant before their
        death.

        NOTE: If no option is selected, the survivor annuity portion of the
        Qualified Joint and Survivor Annuity will be equal to 50 percent.

PART F. LOANS

        May a Participant request a loan pursuant to Plan Section 5.16 (select
        one)?

        OPTION 1: [X] Yes.

        OPTION 2: [ ] No.

        NOTE: If no option is selected Option 2 will apply.

NOTE: Generally, Code Section 411(d)(6) prohibits the elimination of protected
benefits. Protected benefits include the timing of payout options. If the Plan
is restating a Prior Plan that permitted a distribution option described above
that involves the timing of a distribution, the selections must generally be at
least as favorable as under the Prior Plan. Certain forms of distributions
(e.g., redundant forms of distribution) may, however, be eliminated. Refer to
Code Section 411(d)(6) and the corresponding Treasury regulation for details
pertaining to the elimination of otherwise protected benefits. Note that ADP
Test Safe Harbor Contributions may not be distributed earlier than Severance
from Employment, death, Disability, an event described in Code Section
401(k)(10), or, in the case of a profit sharing plan, the attainment of age
59 1/2.

                            SECTION SIX: DEFINITIONS

                           Complete Parts A through J

PART A. COMPENSATION FOR ALLOCATION AND OTHER GENERAL PURPOSES (Define
        compensation by placing an "x" in each of the applicable boxes below.
        If a contribution source listed below is not available in the Plan,
        select "Not Applicable "for such source.

        1.  BASE DEFINITION

            Compensation will mean all of each Participant's (select one for
            each contribution source):

<TABLE>
<CAPTION>
                                                                              EMPLOYER
                                                                           PROFIT SHARING
                               ELECTIVE DEFERRALS  MATCHING CONTRIBUTIONS  CONTRIBUTIONS
--------------                 ------------------  ----------------------  --------------
<S>                            <C>                 <C>                     <C>
Not Applicable                                                                   X
W-2 Wages
3401(a) Wages                        X                      X
415 Safe-Harbor Compensation
</TABLE>

                NOTE: If no box is selected for a contribution source, W-2
                wages will apply to such source.

                                               2009 Ascensus, Inc., Brainerd, MN

                                 Page 28 of 36
<PAGE>
2.   DETERMINATION PERIOD
     Compensation shall be determined over the following applicable period
     (select one for each contribution source):

<TABLE>
<CAPTION>
                                                                                                         EMPLOYER PROFIT SHARING
                                                       ELECTIVE DEFERRALS     MATCHING CONTRIBUTIONS     CONTRIBUTIONS
                                                       ------------------     ----------------------     -----------------------
<S>                                                    <C>                    <C>                        <C>
Not Applicable                                                                                           [X]
Plan Year                                              [X]                    [X]
Calendar Year Ending With Or Within The Plan Year
Consecutive 12-Month Period, Beginning On (specify month and day)
</TABLE>

NOTE: If no box is selected for a contribution source, Plan Year will apply to
such source.

3.   INCLUSION OF ELECTIVE DEFERRALS

     Compensation shall include Employer Contributions (made pursuant to a
     salary reduction agreement) that are not includible in the gross income of
     the Employee under any of the following Code Sections: Section 125
     (cafeteria plans), Section 132(f)(4) (transportation fringe benefits),
     Section 402(e)(3) (401(k) plans), Section 408(k) (salary deferral SEP
     plans), Section 403(b) (tax sheltered annuity plans), Section 457
     (deferred compensation plans of state and local governments and
     tax-exempt organizations) (select "Yes" or "No" for each of the
     following contribution types).

     Elective Deferrals                     [X] Yes  [ ] No
     Matching Contributions                 [X] Yes  [ ] No
     Employer Profit Sharing Contributions  [ ] Yes  [ ] No
     NOTE: If a box is not selected for an item, "Yes" will apply for the
     applicable contribution type, if applicable.

4.   EXCLUSIONS FROM COMPENSATION
     Compensation shall exclude the following (select all that apply).

<TABLE>
<CAPTION>
                                                                                                         EMPLOYER PROFIT SHARING
                                                       ELECTIVE DEFERRALS     MATCHING CONTRIBUTIONS     CONTRIBUTIONS
                                                       ------------------     ----------------------     -----------------------
<S>                                                    <C>                    <C>                        <C>
Not Applicable                                                                                           [X]
Bonuses
Overtime
Commissions
Other (specify)
See Other Plan Information                              [X]                   [X]
</TABLE>

     NOTE: If a box is not selected for a contribution source, such item will be
     included in Compensation for such contribution source, if applicable. No
     exclusions from Compensation are permitted with respect to Employer
     Profit Sharing Contributions if the integrated allocation formula in
     Section Three, Part D, item 3 is selected. If any items are excluded,
     the definition of Compensation may not be a safe harbor alternative
     definition of compensation and may be subject to nondiscrimination
     testing under Code Section 414(s).

5.   POST-SEVERANCE COMPENSATION

     A. REGULAR COMPENSATION

        In addition to any adjustment to Compensation elected above, will
        regular compensation be included in Compensation (select one)?

        OPTION 1: [X] Yes.

        OPTION 2: [ ] No.

        NOTE: If no option is selected, Option 1 will apply.

     B. LEAVE PAYMENTS

        In addition to any adjustment to Compensation elected above, will leave
        payments be excluded from Compensation (select one)?

        OPTION 1: [X] Yes.

        OPTION 2: [ ] No.

        NOTE: If no option is selected, Option 1 will apply.

                                               2009 Ascensus, Inc., Brainerd, MN

                                 Page 29 of 36
<PAGE>

          6.   PRE-ENTRY DATE COMPENSATION

               Unless a different definition of Compensation is required by
               either the Code or ERISA, for the Plan Year in which an Employee
               enters the Plan, the Employee's Compensation that will be taken
               into account for purposes of the Plan will be (select one for
               each contribution source):

<TABLE>
<CAPTION>
                                                               EMPLOYER PROFIT
                                     ELECTIVE     MATCHING         SHARING
                                     DEFERRALS  CONTRIBUTIONS   CONTRIBUTIONS
-----------------------------------  ---------  -------------  ----------------
<S>                                  <C>        <C>            <C>
Not Applicable
Compensation from Entry Date             X              X               X
Compensation for the full Plan Year
</TABLE>

               NOTE: If no box is selected for a contribution source,
               Compensation from Entry Date will apply to such source,

          7.   DEEMED 125 COMPENSATION

               Will Compensation include deemed Code Section 125 compensation?
               OPTION 1: [ ] Yes.
               OPTION 2: [X] No.
               NOTE: If no option is selected, Option 2 will apply.

PART B.   DISABILITY

          For purposes of this Plan, Disability will mean (select one):

          OPTION 1: [X]  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 12
                         months.

          OPTION 2: [ ]  The inability to engage in any substantial, gainful
                         activity in the Employee's trade or profession for
                         which the Employee is best qualified through training
                         or experience or as defined under the employer's long
                         term disability program.

          NOTE: If no option is selected, Option 1 will apply.

PART C.   HIGHLY COMPENSATED EMPLOYEE

          1.   TOP PAID GROUP ELECTION

          For  purposes of determining who is a Highly Compensated Employee
          under the Plan, will the top paid group election apply (select one)?
          OPTION 1: [ ] Yes.
          OPTION 2: [X] No.
          NOTE: If no option is selected, Option 2 will apply.

          2.   CALENDAR YEAR DATA ELECTION

               If the Plan Year is a fiscal year other than a calendar year, for
               purposes of determining who is a Highly Compensated Employee
               (other than a five-percent owner) under the Plan, will the
               calendar year data election apply (select one)?

               OPTION 1: [ ] Yes.

               OPTION 2: [X] No.

NOTE: If no option is selected, Option 2 will apply. If the Plan Year is a
calendar year, the Highly Compensated Employee determination will be based on
the calendar year.

PART D.   HOUR OF SERVICE - METHOD OF DETERMINING SERVICE

          1.   Service for purposes of determining eligibility to participate
               in the Plan will be determined on the basis of (select one):
               OPTION 1: [X]  Elapsed Time.
               OPTION 2: [ ]  Actual hours for which an Employee is paid or
                              entitled to payment.
               OPTION 3: [ ]  Days worked. An Employee will be credited with 10
                              Hours of Service if under the definition of Hours
                              of Service such Employee would be credited with at
                              least one Hour of Service during the day.
               OPTION 4: [ ]  Weeks worked. An Employee will be credited with 45
                              Hours of Service if under the definition of Hours
                              of Service such Employee would be credited with at
                              least one Hour of Service during the week.
               OPTION 5: [ ]  Semi-Monthly payroll periods worked. An Employee
                              will be credited with 95 Hours of Service if under
                              the definition of Hours of Service such Employee
                              would be credited with at least one Hour of
                              Service during the semi-monthly payroll period.
               OPTION 6: [ ]  Months worked. An Employee will be credited with
                              190 Hours of Service if under the definition of
                              Hours of Service such Employee would be credited
                              with at least one Hour of Service during the
                              month.
               NOTE: If no option is selected, Option 2 will apply.

                                           (C) 2009 Ascensus, Inc., Brainerd, MN

                                 Page 30 of 36

<PAGE>

          2.   Service for purposes of determining if a Participant is a
               Qualifying Participant or Qualifying Contributing Participant
               (and therefore eligible to receive an Employer Contribution) will
               be determined on the basis of (select one):

               OPTION 1: [ ]  Elapsed Time.

               OPTION 2: [X]  Actual hours for which an Employee is paid or
                              entitled to payment.

               OPTION 3: [ ]  Days worked. An Employee will be credited with 10
                              Hours of Service if under the definition of Hours
                              of Service such Employee would be credited with at
                              least one Hour of Service during the day.

               OPTION 4: [ ]  Weeks worked. An Employee will be credited with 45
                              Hours of Service if under the definition of Hours
                              of Service such Employee would be credited with at
                              least one Hour of Service during the week.

               OPTION 5: [ ]  Semi-Monthly payroll periods worked. An Employee
                              will be credited with 95 Hours of Service if under
                              the definition of Hours of Service such Employee
                              would be credited with at least one Hour of
                              Service during the semi-monthly payroll period.

               OPTION 6: [ ]  Months worked. An Employee will be credited with
                              190 Hours of Service if under the definition of
                              Hours of Service such Employee would be credited
                              with at least one Hour of Service during the
                              month.

               NOTE: If no option is selected, Option 2 will apply.

          3.   Service for purposes of determining a Participant's Vested
               percentage will be determined on the basis of (select one):

               OPTION 1: [X]  Elapsed Time.

               OPTION 2: [ ]  Actual hours for which an Employee is paid or
                              entitled to payment.

               OPTION 3: [ ]  Days worked. An Employee will be credited with 10
                              Hours of Service if under the definition of Hours
                              of Service such Employee would be credited with at
                              least one Hour of Service during the day.

               OPTION 4: [ ]  Weeks worked. An Employee will be credited with 45
                              Hours of Service if under the definition of Hours
                              of Service such Employee would be credited with at
                              least one Hour of Service during the week.

               OPTION 5: [ ]  Semi-Monthly payroll periods worked. An Employee
                              will be credited with 95 Hours of Service if under
                              the definition of Hours of Service such Employee
                              would be credited with at least one Hour of
                              Service during the semi-monthly payroll period.

               OPTION 6: [ ]  Months worked. An Employee will be credited with
                              190 Hours of Service if under the definition of
                              Hours of Service such Employee would be credited
                              with at least one Hour of Service during the
                              month.

               NOTE: If no option is selected, Option 2 will apply.

PART E.   LIMITATION YEAR MEANS

          OPTION 1: [X]  The Plan Year.

          OPTION 2: [ ]  The calendar year.

          OPTION 3: [ ]  Other 12-consecutive month period (Specify a
                         12-consecutive month period selected in a uniform and
                         nondiscriminatory manner.)
                                                   -----------------------------

          NOTE: If no option is selected, Option 1 will apply.

PART F.   PLAN YEAR MEANS

          OPTION 1: [ ]  The 12-consecutive month period which coincides
                         with the Adopting Employer's tax year.

          OPTION 2: [X]  The calendar year.

          OPTION 3: [ ]  The 52/53 week period ending on the last _____________
                         (specify day of the week) nearest __________________
                         (specify month and day) of each year.

          OPTION 4: [ ]  Other 12-consecutive month period (Specify a
                         12-consecutive month period selected in a uniform and
                         nondiscriminatory manner.)__________________________

          NOTE: If no option is selected, Option 1 will apply.

          If the initial Plan Year or any subsequent Plan Year is less than 12
          months (a short Plan Year) specify such Plan Year's beginning and
          ending dates.
                       ---------------------------------------------------------

PART G.   PREDECESSOR EMPLOYER SERVICE

          In addition to the Hours of Service credited when an Employer
          maintains the plan of a predecessor employer, Hours of Service with a
          predecessor employer will be credited for the following purposes where
          the Employer does not maintain the plan of a predecessor employer
          (select all that apply):

          [ ] Eligibility.
          [ ] Vesting.
          [ ] Allocation of Contributions.

          Name of Predecessor Employer(s): ___________________________________

          If service with a predecessor is taken into account for one or more of
          the items listed above, specify any additional limitations on
          crediting service that apply (e.g., limitations by business
          classification, length of service, etc.):

                                           (C) 2009 Ascensus, Inc., Brainerd, MN

                                 Page 31 of 36

<PAGE>
PART H.   REQUIRED BEGINNING DATE

          For purposes of determining when minimum distributions must begin to
          be made to each Participant, the Required Beginning Date will mean
          (select one):

          OPTION 1: [ ]  The April 1 of the calendar year following the calendar
                         year in which a Participant attains age 70 1/2.

          OPTION 2: [ ]  April 1 of the calendar year following the calendar
                         year in which the Participant attains age 70 1/2,
                         except that distributions to a Participant (other than
                         a five-percent owner) with respect to benefits accrued
                         after _______________ (specify month, day, and year)
                         must commence by April 1 of the calendar year following
                         the later of the calendar year in which the Participant
                         attains age 70 1/2 or the calendar year in which the
                         Participant retires.

          OPTION 3: [X]  The later of the April 1 of the calendar year following
                         the calendar year in which a Participant attains age
                         70 1/2 or retires except that distributions to a
                         five-percent owner must commence by the April 1 of the
                         calendar year following the calendar year in which the
                         Participant attains age 70 1/2.

          NOTE: If no option is selected, Option 3 will apply.

                         (If Option 3 is selected, choose one or more of the
                         following suboptions.)

                         SUBOPTION (A): [X]  Any Participant (other than a
                                             five-percent owner of the Employer)
                                             attaining age 70 1/2 in years after
                                             1995 may elect by the April 1 of
                                             the calendar year following the
                                             year in which the Participant
                                             attained age 70 1/2 (or by December
                                             31, 1997, in the case of a
                                             Participant attaining age 70 1/2 in
                                             1996) to defer distributions until
                                             the calendar year following the
                                             calendar year in which the
                                             Participant retires. An election to
                                             defer distributions will be deemed
                                             made by a Participant who does not
                                             request a minimum distribution by
                                             April 1 of the year following the
                                             year in which the Participant
                                             attains age 70 1/2.

                         SUBOPTION (B): [X]  Any Participant (other than a
                                             five-percent owner) attaining age
                                             70 1/2 in years before 1997 may
                                             elect to stop distributions and
                                             recommence by the April 1 of the
                                             calendar year following the year in
                                             which the Participant retires.
                                             There is either (select one):
                                             (i)  [ ]  a new annuity starting
                                                       date upon recommencement,
                                                       or
                                             (ii) [x]  no new annuity starting
                                                       date upon recommencement.

                                             NOTE:  If neither item (i) nor item
                                                    (ii) is selected, item (ii)
                                                    will apply.

                         NOTE:  If no suboption(s) is selected, Suboptions (a)
                                and (b) will apply.

PART I.   RETIREMENT AGE

          1.   EARLY RETIREMENT AGE

               The Early Retirement Age under the Plan will be (select one):

               OPTION 1: [X]  An Early Retirement Age is not applicable under
                              the Plan.

               OPTION 2: [ ]  A Participant satisfies the Plan's Early
                              Retirement Age conditions by attaining age ______
                              and completing ______ Years of Vesting Service.

               NOTE: If no option is selected Option 1 will apply.

          2.   NORMAL RETIREMENT AGE

               The Normal Retirement Age under the Plan will be (select and
               complete one):

               OPTION 1: [X]  Age 65 (not to exceed 65 or such later age as may
                              be allowed under Code Section 411(a)(8)).

               OPTION 2: [ ]  The later of age (not to exceed 65 or such later
                              age as may be allowed under Code Section
                              411(a)(8)) ______ or the ______ (not to exceed
                              fifth) anniversary of the first day of the first
                              Plan Year in which the Participant commenced
                              participation in the Plan.

               NOTE: If no option is selected, Option 1 and age 59 1/2 will
                     apply.

PART J.   VALUATION DATE

          The Plan Valuation Date will be (select one):

          OPTION 1: [ ]  Daily.

          OPTION 2: [ ]  The last day of the Plan Year and each other date
                         designated by the Plan Administrator which is selected
                         in a uniform and nondiscriminatory manner.

          OPTION 3: [ ]  The last day of each Plan quarter.

          OPTION 4: [ ]  The last day of each month.

          OPTION 5: [ ]  Other (Specify one or more dates that are selected in a
                         uniform and nondiscriminatory manner, including the
                         last day of the Plan Year.) Each business day the New
                         York Stock Exchange is open for trading.

          NOTE: If no option is selected Option 2 will apply.

                                           (C)2009 Ascensus, Inc., Brainerd,  MN

                                 Page 32 of 36

<PAGE>

                          SECTION SEVEN: MISCELLANEOUS
                             Complete Parts A and B

PART A.   LIFE INSURANCE

          Will life insurance investments be permitted under the Plan (select
          one)?

          OPTION 1: [ ] Yes.

          OPTION 2: [X] No.

          NOTE: If no option is selected, Option 2 will apply.

PART B.   PARTICIPANT DIRECTION

          1.   AUTHORIZATION

               Will a Participant be responsible for directing any or all of the
               investment of their Plan assets pursuant to Plan Section 7.22(B)
               (select one)?

               OPTION 1: [X] Yes.

               OPTION 2: [ ] No.

               NOTE: If no option is selected, Option 1 will apply. Complete the
               remainder of Part B only if Option 1 is selected.

          2.   INVESTMENT OPTIONS

               A Participant may direct the investment of their Plan assets
               among the following investments (select one):

               OPTION 1: [X]  Only those investment options designated by the
                              Plan Administrator or other Fiduciary as being
                              subject to Participant direction.

               OPTION 2: [ ]  Any investment permitted by the Plan.

               NOTE: If no option is selected, Option 1 will apply.

          3.   ACCOUNTS SUBJECT TO PARTICIPANT DIRECTION

               A Participant shall be responsible for directing the following
               portions of their Individual Account (select one):

               OPTION 1: [X] The entire Individual Account.

               OPTION 2: [ ] Those accounts that the Plan Administrator may
                             designate from time to time in a uniform and
                             nondiscriminatory  manner.

               OPTION 3: [ ] The following accounts (select all that apply):

                             [ ] Elective Deferral account.

                             [ ] Matching Contribution account.

                             [ ] Employer Profit Sharing Contribution account.

                             [ ] Rollover contribution account.

                             [ ] Transfer contribution account.

                             [ ] Other (Specify one or more of the accounts that
                                 may, in part, comprise a Participant's
                                 Individual Account under this Plan. Do not list
                                 any restrictions on Participant direction that
                                 would be deemed to restrict any benefits,
                                 rights, or features in a discriminatory manner
                                 prohibited under Code Section 401(a)(4).)

               NOTE: If no option is selected, Option 1 will apply.

          4.   FREQUENCY OF INVESTMENT CHANGES

               A Participant may make changes to the investments within their
               Individual Account with the following frequency (select one):

               OPTION 1: [ ] In accordance with uniform and nondiscriminatory
                             rules established by the Plan Administrator or
                             other Fiduciary.

               OPTION 2: [X] Daily.

               OPTION 3: [ ] Monthly.

               OPTION 4: [ ] Quarterly.

               OPTION 5: [ ] Other (Specify one or more uniform and
                             nondiscriminatory periods selected by the Plan
                             Administrator.)

               NOTE:  If no option is selected, Option 1 will apply. The Plan's
                      Valuation Dates must be at least as often as the frequency
                      selected above.

          5.   ERISA 404(C) COMPLIANCE

               Does the Adopting Employer intend to operate this Plan in
               compliance with ERISA Section 404(c) as set forth in Plan Section
               7.22(B)?

               OPTION 1: [X] Yes.

               OPTION 2: [ ] No.

               NOTE: If no option is selected, Option 1 will apply.

                                           (C) 2009 Ascensus, Inc., Brainerd, MN

                                 Page 33 of 36
<PAGE>

                     SECTION EIGHT: TRUSTEE AND CUSTODIAN

                     Complete Parts A and B (as applicable)

PART A.   TRUSTEE (This Part A must be completed unless the Plan only covers one
          or more Self-Employed Individuals or satisfies another exception under
          ERISA. Select one.)

          1.   TRUSTEE APPOINTMENT

               OPTION 1:  [X]  Financial Organization as Trustee

               OPTION 2:  [ ]  Individual Trustee(s)

               The Trustee of this Plan shall be a: [x] Directed Trustee

                                                    [ ] Discretionary Trustee



               Name of Trustee Vanguard Fiduciary Trust Company
               Address P.O. Box 2900, Valley Forge, PA 19482
               Telephone (800) 523-188
               Signature /s/ ILLEGIBLE           Title Dennis Simmons, Principal

               Name of Trustee__________________________________________________

               Address__________________________________________________________

               Telephone________________________________________________________

               Signature______________________      Title_______________________

               Name of Trustee__________________________________________________

               Address__________________________________________________________

               Telephone________________________________________________________

               Signature______________________      Title_______________________

               Name of Trustee__________________________________________________

               Address__________________________________________________________

               Telephone________________________________________________________

               Signature______________________      Title_______________________

          2.    TRUST AGREEMENT

                If a Trustee is designated in Part A, item 1 above, which trust
                agreement will apply to the Plan (select one)?

                OPTION 1: [ ] Trust provisions contained in Plan Section Eight.

                OPTION 2: [x] Separate executed trust agreement attached hereto.

                NOTE: If no option is selected, Option 1 will apply. If Option
                2 is selected, the attached trust agreement must be on file with
                the IRS for use by the Prototype Sponsor listed in Section Nine
                below.

PART B.   CUSTODIAN (Both a Custodian and Trustee may be appointed for the Plan.
          This Part B must be completed if a Trustee is not named in Part A,
          above.)

          1.    CUSTODIAN  APPOINTMENT

                Financial Organization _________________________________________
                Address ________________________________________________________
                Signature ______________________________________________________
                Type Name _________________________ Title ______________________

           2.   CUSTODIAL  AGREEMENT

                If a Custodian is designated in Part B, item 1 above, which
                custodial agreement will apply to the Plan (select one)?

                OPTION 1: [ ]  Custodial provisions contained in Plan Section
                               Eight.

                OPTION 2: [ ]  Separate executed custodial agreement attached
                               hereto.

                NOTE: If no option is selected, Option 1 will apply. If Option 2
                is selected, the attached custodial agreement must be on file
                with the IRS for use by the Prototype Sponsor listed in Section
                Nine below.

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                 Page 34 of 36

<PAGE>

                        SECTION NINE: EMPLOYER SIGNATURE

PROTOTYPE SPONSOR

Name of Prototype Sponsor Vanguard Fiduciary Trust Company

Address P.O. Box 2900, Valley Forge, PA 19482

Telephone 800-523-1188

PLAN ADMINISTRATOR

[ ]   Check here and provide the applicable information below if someone other
      than the Adopting Employer will be the Plan Administrator.

      Name of Plan Administrator._______________________________________________

      Address __________________________________________________________________

      City __________________ State ______________________ Zip _________________

      Telephone ________________________________________________________________

      Signature of Plan Administrator ______________ Date Signed _______________

      Type Name ________________________________________________________________

Check the applicable box if there is an attachment(s) that applies to this Plan
other than a separate trust or custodial agreement.

[ ]     Attachment A, Protected Benefits and Prior Plan Provisions.

[ ]     Attachment B, Special Effective Date(s).

[ ]     Attachment C, New Comparability Allocation Group(s).

[x]     Other: (If this box is checked, please describe the attachment(s)) Plan
        Clarification

AUTHORIZED EMPLOYER SIGNATURE

I AM AN AUTHORIZED REPRESENTATIVE OF THE ADOPTING EMPLOYER NAMED ABOVE AND I
STATE THE FOLLOWING:

1.    I ACKNOWLEDGE THAT I HAVE RELIED UPON MY OWN ADVISORS REGARDING THE
      COMPLETION OF THIS ADOPTION AGREEMENT AND THE LEGAL TAX IMPLICATIONS OF
      ADOPTING THIS PLAN;


2.    I UNDERSTAND THAT I SHOULD REVIEW THIS DOCUMENT CAREFULLY FOR ACCURACY
      AND COMPLETENESS AS I HAVE FINAL RESPONSIBILITY FOR ENSURING THAT THE
      OPERATIONAL COMPLIANCE REQUIREMENTS FOR THE PLAN ARE MET. I UNDERSTAND
      THAT MY FAILURE TO PROPERLY COMPLETE THIS ADOPTION AGREEMENT MAY RESULT IN
      DISQUALIFICATION OF THE PLAN;


3.    I UNDERSTAND THAT THE PROTOTYPE SPONSOR WILL INFORM ME OF ANY AMENDMENTS
      MADE TO THE PLAN AND WILL NOTIFY ME SHOULD IT DISCONTINUE OR ABANDON THE
      PLAN; AND


4.    I HAVE RECEIVED A COPY OF THIS ADOPTION AGREEMENT, THE CORRESPONDING
      BASIC PLAN DOCUMENT AND, IF APPLICABLE, ANY SEPARATE TRUST OR CUSTODIAL
      AGREEMENT USED IN LIEU OF THE TRUST OR CUSTODIAL AGREEMENT CONTAINED IN
      THE BASIC PLAN DOCUMENT.


Signature of Adopting Employer -s- Henry J. Policave     Date Signed 12/28/2010

Type Name Henry J. Policave                  Title Director Global Benefits & HR

NOTE: The Adopting Employer may rely on an opinion letter issued by the Internal
Revenue Service as evidence that the Plan is qualified under Code Section 401
only to the extent provided in Revenue Procedure 2005-16. 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 the Plan and in Revenue Procedure 2005-16. In order to
have reliance in such circumstances or with respect to such qualification
requirements, application for a determination letter must be made to Employee
Plans Determinations of the Internal Revenue Service. This Adoption Agreement
may be used only in conjunction with Basic Plan Document #01.

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                 Page 35 of 36

<PAGE>

                     SECTION TEN: ALLOCATION FACTOR TABLES

Employers selecting the Age-Weighted Formula in the Adoption Agreement for
purposes of allocating Employer Profit Sharing Contributions shall use the
following tables in determining the Allocation Factor.

                        AGE RELATED ALLOCATION FACTORS*

<TABLE>
<CAPTION>
Participant's            Interest Rate
Current Age      7.5%         8.0%        8.5%
-------------   -----    -------------    ----
<S>             <C>      <C>              <C>
1               0.991        0.714        0.515
2               1.066        0.771        0.559
3               1.146        0.833        0.606
4               1.232        0.899        0.658
5               1.324        0.971        0.714
6               1.423        1.049        0.775
7               1.530        1.133        0.840
8               1.645        1.223        0.912
9               1.768        1.321        0.989
10              1.901        1.427        1.074
11              2.043        1.541        1.165
12              2.197        1.665        1.264
13              2.361        1.798        1.371
14              2.539        1.942        1.488
15              2.729        2.097        1.614
16              2.934        2.265        1.751
17              3.154        2.446        1.900
18              3.390        2.641        2.062
19              3.644        2.853        2.237
20              3.918        3.081        2.427
21              4.212        3.327        2.634
22              4.527        3.594        2.857
23              4.867        3.881        3.100
24              5.232        4.192        3.364
25              5.624        4.527        3.650
26              6.046        4.889        3.960
27              6.500        5.280        4.297
28              6.987        5.703        4.662
29              7.511        6.159        5.058
30              8.075        6.652        5.488
31              8.680        7.184        5.954
32              9.331        7.758        6.461
33              10.031       8.379        7.010
34              10.783       9.049        7.606
35              11.592       9.773        8.252
36              12.462       10.555       8.953
37              13.396       11.400       9.714
38              14.401       12.311      10.540
39              15.481       13.296      11.436
40              16.642       14.360      12.408
41              17.890       15.509      13.463
42              19.232       16.750      14.607
43              20.674       18.090      15.849
44              22.225       19.537      17.196
45              23.892       21.100      18.658
46              25.684       22.788      20.244
47              27.610       24.611      21.964
48              29.681       26.580      23.831
49              31.907       28.706      25.857
50              34.300       31.002      28.055
51              36.872       33.483      30.439
52              39.638       36.161      33.027
53              42.611       39.054      35.834
54              45.806       42.178      38.880
55              49.242       45.553      42.185
56              52.935       49.197      45.770
57              56.905       53.133      49.661
58              61.173       57.383      53.882
59              65.761       61.974      58.462
60              70.693       66.932      63.431
61              75.995       72.286      68.823
62              81.695       78.069      74.673
63              87.822       84.315      81.020
64              94.408       91.060      87.907
65             101.489       98.345      95.379
</TABLE>

----------
*     BASED ON THE UP 1984 MORTALITY TABLE TESTING AGE 65

                                           (C)2009 Anscenus, Inc., Brainered, MN

                                 Page 36 of 36

<PAGE>

                     This page was intentionally left blank

<PAGE>

OTHER PLAN INFORMATION

Section Six; Part A,4: Exclusions from Compensation: Compensation shall exclude
the following; reimbursements or other expense allowances, fringebenefits (cash
or non-cash), Group Term Life Insurance benefits in excess of $50,000, moving
expenses, deterred compensation and welfare benefits.

<PAGE>

                           QUALIFIED RETIREMENT PLAN
                           FINAL 415/411 REGULATIONS
                         BASIC PLAN DOCUMENT AMENDMENT

This Amendment of the Plan (hereinafter referred to as "the Amendment") is
comprised of this Basic Plan Document Amendment and the corresponding Adoption
Agreement Amendment. The Amendment is adopted to reflect the final regulations
published by the Department of the Treasury on April 5, 2007, governing
limitations on benefits and contributions within qualified plans under Section
415 of the Internal Revenue Code. The Amendment is intended to provide good
faith compliance with the requirements of the final regulations. The Amendment
is also adopted to reflect the final regulations published by the Department of
the Treasury on August 9, 2006, which provide guidance with respect to the
interaction between the anti-cutback rules of Section 411(d)(6) of the Internal
Revenue Code and the nonforfeitability requirements of Section 411(a) of the
Internal Revenue Code. The Amendment is intended to provide good faith
compliance with the requirements of the final regulations. The portion of the
Amendment addressing the 415 regulations shall be effective for Limitation Years
beginning on or after the Restatement Date of the Basic Plan Document to which
the Amendment applies. The portion of the Amendment addressing the 411
regulations shall be effective beginning on the Restatement Date of the Basic
Plan Document to which the Amendment applies and shall supersede any
inconsistent provisions of the Plan.

NOTE: Section numbers used below correspond to the Basic Plan Document Sections
to which the Amendment provisions relate.

DEFINITIONS

ANNUAL ADDITIONS

THE DEFINITION OF ANNUAL ADDITIONS IS MODIFIED BY REMOVING THE LAST PARAGRAPH
REGARDING EXCESS ANNUAL ADDITIONS.

COMPENSATION

ANY ELECTIONS PREVIOUSLY MADE ON YOUR PLAN'S ADOPTION AGREEMENT WITH RESPECT TO
THE DEFINITION OF COMPENSATION WILL CONTINUE TO APPLY. THE DEFINITION OF 415
SAFE-HARBOR COMPENSATION UNDER THE GENERAL DEFINITION OF COMPENSATION SECTION A,
PARAGRAPH THREE IS REPLACED WITH THE FOLLOWING:

A.   GENERAL DEFINITION

     3.   415 safe-harbor compensation.

          a.   Items includible as Compensation. Compensation is defined as:

               (1)  Wages, salaries, fees for professional services, 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 (or to the extent amounts would have been received
                    and includible in gross income but for an election under
                    Code Sections 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B),
                    402(k), or 457(b)). These amounts include, but are not
                    limited to, commissions paid to 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 Section
                    1.62-2(c) of the Treasury Regulations.

               (2)  In the case of an Employee who is an Employee within the
                    meaning of Code Section 401(c)(1) and regulations
                    promulgated under Code Section 401(c)(1), the Employee's
                    earned income (as described in Code Section 401(c)(2) and
                    regulations promulgated under Code Section 401(c)(2)), plus
                    amounts deferred at the election of the Employee that would
                    be includible in gross income but for the rules of Code
                    Sections 402(e)(3), 402(h)(1)(B), 402(k), or 457(b).


               (3)  Amounts described in Code Section 104(a)(3), 105(a), or
                    105(h), but only to the extent that these amounts are
                    includible in the gross income of the Employee.


               (4)  Amounts paid or reimbursed by the Employer for moving
                    expenses incurred by an Employee, but only to the extent
                    that at the time of the payment it is reasonable to believe
                    that these amounts are not deductible by the Employee under
                    Code Section 217.


               (5)  The value of a nonstatutory option (which is an option
                    other than a statutory option as defined in Section
                    1.421-l(b) of the Treasury Regulations) granted to an
                    Employee by the Employer, but only to the extent that the
                    value of the option is includible in the gross income of the
                    Employee for the taxable year in which granted.


               (6)  The amount includible in the gross income of an Employee
                    upon making the election described in Code Section 83(b).


               (7)  Amounts that are includible in the gross income of an
                    Employee under the rules of Code Sections 409A or Section
                    457(f)(1)(A) or because the amounts are constructively
                    received by the Employee.


          b.   Items not includible as Compensation. The term Compensation does
               not include-

               (1)  Contributions (other than elective contributions described
                    in Code Sections 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or
                    457(b)) made by the Employer to a plan of deferred
                    compensation (including a simplified employee pension
                    described in Code Section 408(k) or a simple retirement
                    account described in Code Section 408(p), and whether or not
                    qualified) to the extent that the contributions are not
                    includible in the gross income of the Employee for the
                    taxable year in which contributed. In addition, any
                    distributions from a plan of deferred compensation (whether
                    or not qualified) are not considered as Compensation for
                    Code Section 415 purposes, regardless of whether such
                    amounts are includible in the gross income of the Employee
                    when distributed.

               (2)  Amounts realized from the exercise of a nonstatutory option
                    (which is an option other than a statutory option as defined
                    in Section 1.421-1(b) of the Treasury Regulations), 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 (see Code Section 83 and
                    regulations promulgated under Code Section 83).

                                                          (C)2007 ASCENSUS, INC.

                                  Page 1 of 3

<PAGE>

               (3)  Amounts realized from the sale, exchange, or other
                    disposition of stock acquired under a statutory stock option
                    (as defined in Section 1.421-l(b) of the Treasury
                    Regulations).

               (4)  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
                    that are described in Code Section 125).

               (5)  Other items of remuneration that are similar to any of the
                    items listed in paragraphs (b)(1) through (b)(4) of this
                    section.

         For any Self-Employed Individual covered under the
         Plan, Compensation will mean Earned Income.

     THE DEFINITION OF COMPENSATION, SECTION B, IS MODIFIED BY REPLACING THE
     LAST PARAGRAPH WITH THE FOLLOWING:

B.   DETERMINATION PERIOD AND OTHER RULES

     Payments made after Severance from Employment will be either included or
     excluded from Compensation within the meaning of Code Section 415(c)(3),
     depending on the category of such compensation. Whether or not such
     compensation is included or excluded is based on the definition below and
     the elections made by the Employer in the Adoption Agreement. Such
     payments, if included, must meet the following requirements:

     1.   Compensation described in paragraph (2) of this section will be
          included in the definition of Compensation (within the meaning of Code
          Section 415(c)(3)). In addition, compensation described in paragraphs
          (3) and (4) of this section will be excluded from the definition of
          Compensation (within the meaning of Code Section 415(c)(3)) unless
          otherwise elected in the Adoption Agreement Amendment. If the Adopting
          Employer elects in the Adoption Agreement Amendment to include
          compensation described in paragraphs (3) or (4) or both, such payments
          must also meet the following requirements:

          (a)  Those amounts are paid by the later of 2 1/2 months after
               Severance from Employment with the Employer maintaining the Plan
               or the end of the Limitation Year that includes the date of
               Severance from Employment with the Employer maintaining the Plan;
               and

          (b)  Those amounts would have been included in the definition of
               Compensation if they were paid prior to the Employee's Severance
               from Employment with the Employer maintaining the Plan.

          (c)  A governmental plan (as defined in Code Section 414(d)) may
               provide for the substitution of the calendar year in which the
               Severance from Employment with the Employer maintaining the Plan
               occurs for the Limitation Year in which the Severance from
               Employment with the Employer maintaining the Plan occurs.

     2.   Regular Pay. An amount is described in this paragraph (2) if-

          (a)  The payment is regular Compensation for services during the
               Employee's regular working hours, or Compensation for services
               outside the Employee's regular working hours (such as overtime or
               shift differential), commissions, bonuses, or other similar
               payments; and

          (b)  The payment would have been paid to the Employee prior to a
               Severance from Employment if the Employee had continued in
               employment with the Employer.

     3.   Leave Cashouts. An amount is described in this paragraph (3) if-

          (a)  The payment is for unused accrued bona fide sick, vacation, or
               other leave, but only if the Employee would have been able to use
               the leave if employment had continued.

     4.   Deferred Compensation. An amount is described in this paragraph (4)
          if-

          (a) The payment is an amount received by an Employee pursuant to a
          nonqualified unfunded deferred compensation plan, but only if the
          payment would have been paid to the Employee at the same time if the
          Employee had continued in employment with the Employer and only to the
          extent that the payment is includible in the Employee's gross income.

     5.   Other post-severance payments. Any payment that is not described in
          paragraph (2), (3), or (4) of this section is not considered
          Compensation under paragraph (1) of this section if paid after
          Severance from Employment with the Employer maintaining the Plan, even
          if it is paid within the time period described in paragraph (1) of
          this section. Thus, Compensation does not include severance pay, or
          parachute payments within the meaning of Code Section 280G(b)(2), if
          they are paid after Severance from Employment with the Employer
          maintaining the Plan, and does not include post-severance payments
          under a nonqualified unfunded deferred compensation plan unless the
          payments would have been paid at that time without regard to the
          Severance from Employment. Any payments not described above are not
          considered Compensation if paid after Severance from Employment, even
          if they are paid within 2 1/2 months following Severance from
          Employment, except for payments to an individual who does not
          currently perform services for the Employer by reason of qualified
          military service (within the meaning of Code Section 414(u)(l)) to the
          extent these payments do not exceed the amounts the individual would
          have received if the individual had continued to perform services for
          the Employer rather than entering qualified military service.

THE DEFINITION OF COMPENSATION IS AMENDED BY ADDING THE FOLLOWING AS NEW ITEM G
AFTER THE LAST PARAGRAPH.

G.   ELECTIVE DEFERRALS

     Notwithstanding anything in the Plan to the contrary, with respect to
     Compensation that is paid (or would have been paid but for a cash or
     deferred election) in Plan Years beginning on or after July 1, 2007, a
     Participant may only make Elective Deferrals from Compensation within the
     meaning of Code Section 415(c)(3) and Treasury Regulation 1.415(c)-2.

EARNED INCOME

THE DEFINITION OF EARNED INCOME IS AMENDED BY ADDING THE FOLLOWING PARAGRAPH AS
PARAGRAPH THREE:

For purposes of applying the limitations of Code Section 415, in the case of an
Employee who is an Employee within the meaning of Code Section 401(c)(1) and
regulations promulgated under Code Section 401(c)(1), the Employee's earned
income (as described in Code Section 401(c)(2) and regulations promulgated under
Code Section 401(c)(2)), shall include amounts deferred at the election of the
Employee that would be includible in gross income but for the rules of Code
Sections 402(e)(3), 402(h)(1)(B), 402(k), or 457(b).

                                                          (C)2007 Ascensus, Inc.

                                  Page 2 of 3

<PAGE>

HIGHLY COMPENSATED EMPLOYEE

THE DEFINITION OF HIGHLY COMPENSATED EMPLOYEE IS AMENDED BY REPLACING THE LAST
PARAGRAPH WITH THE FOLLOWING:

The determination of who is a Highly Compensated Employee, including but not
limited to, the determinations of the number and identity of Employees in the
top-paid group and the Compensation that is considered, will be made in
accordance with Code Section 414(q) and the regulations thereunder. Adoption
Agreement elections to include or exclude items from Compensation that are
inconsistent with Code Section 414(q) will be disregarded for purposes of
determining who is a Highly Compensation Employee.

LIMITATION YEAR

THE DEFINITION OF LIMITATION YEAR IS AMENDED BY ADDING THE FOLLOWING PARAGRAPH
AS PARAGRAPH TWO:

If a Plan is terminated effective as of a date other than the last day of the
Plan's Limitation Year, the Plan is treated for purposes of this section as if
the Plan was amended to change its Limitation Year. As a result of this deemed
amendment, the Code Section 415(c)(1)(A) dollar limit must be prorated under the
short Limitation Year rules.

                          SECTION THREE: CONTRIBUTIONS

PARAGRAPH (A)(4) OF SECTION 3, LIMITATION ON ALLOCATIONS, IS REPLACED WITH THE
FOLLOWING:

Any Excess Annual Additions allocated to a Participant should be corrected
through the Employee Plans Compliance Resolution System or such other correction
method allowed by statute, regulations or regulatory authorities.

                          SECTION SEVEN: MISCELLANEOUS

SECTION 7.06(D), AMENDMENT OF VESTING SCHEDULE, AMENDED BY ADDING THE FOLLOWING
AT THE END OF THIS SECTION:

With respect to benefits accrued as of the later of the adoption or effective
date of the amendment, the Vested percentage of each Participant will be the
greater of the Vested percentage under the old vesting schedule or the Vested
percentage under the new vesting schedule.

                                                          (C)2007 Ascensus, Inc.

                                  Page 3 of 3

<PAGE>

                           QUALIFIED RETIREMENT PLAN
                             FINAL 415 REGULATIONS
                          ADOPTION AGREEMENT AMENDMENT

This Amendment of the Plan (hereinafter referred to as "the Amendment") is
comprised of this Adoption Agreement Amendment and the corresponding Basic Plan
Document Amendment and is adopted to reflect the final regulations published by
the Department of the Treasury on April 5, 2007, governing limitations on
benefits and contributions within qualified plans under Section 415 of the
Internal Revenue Code. The Amendment is intended to provide good faith
compliance with those requirements until the Plan is formally restated to
include such provisions and supersedes the provisions of the Plan to the extent
those provisions are inconsistent with the provisions of the Amendment. The
Amendment shall be effective for Limitation Years beginning on or after July 1,
2007.

EMPLOYER INFORMATION

Name of Adopting Employer Hamilton Precision Metals, Inc.

Address 1780 Rohrerstown Road

City Lancaster State PA Zip 17601-2334

Telephone 717-569-7061 Adopting Employer's Federal Tax Identification Number
72-1532170

Adopting Employer's Tax Year End (specify month and day) 12/31

Name of Plan Hamilton Precision Metals 401(k) Employee Savings Plan

Plan Sequence Number 002

                            SECTION SIX: DEFINITIONS

PART A, ITEM 5 OF THE ADOPTION AGREEMENT IS REMOVED AND REPLACED WITH THE
FOLLOWING:

PART A.   5.   POST-SEVERANCE COMPENSATION

               LEAVE CASHOUTS

               In addition to any adjustment to Compensation elected in the
               Adoption Agreement, will Compensation exclude Leave Cashouts paid
               after Severance from Employment as described in the accompanying
               Basic Plan Document Amendment under item(B)(3) (select one)?

               OPTION 1:  [X]  Yes.

               OPTION 2:  [ ]  No.

               NOTE: If no option is selected, Option 1 will apply and such
               compensation will be excluded from the definition of
               Compensation.

               DEFERRED COMPENSATION

               In addition to any adjustment to Compensation elected in the
               Adoption Agreement, will Compensation exclude Deferred
               Compensation paid after Severance from Employment as described in
               the accompanying Basic Plan Document Amendment under item (B)(4)
               (select one)?

               OPTION 1:  [X]  Yes.

               OPTION 2:  [ ]  No.

               NOTE: If no option is selected, Option 1 will apply and such
               compensation will be excluded from the definition of
               Compensation.

SIGNATURE OF EMPLOYER

1.   I ACKNOWLEDGE THAT I HAVE RELIED UPON MY OWN ADVISORS REGARDING THE
     COMPLETION OF THIS AMENDMENT AND THE LEGAL AND TAX IMPLICATION AMENDING
     THIS PLAN;

2.   I UNDERSTAND THAT MY FAILURE TO PROPERLY COMPLETE THIS AMENDMENT MAY
     RESULT IN DISQUALIFICATION OF THE PLAN; AND

3.   I HAVE RECEIVED A COPY OF THIS AMENDMENT.

Signature of Adopting Employer (ILLEGIBLE)          Date Signed 4/6/2009

Type Name Henry Policare                       Title Dir. Global Benefits of HR


                                                          (C)2007 Ascensus, Inc.

                                  Page 1 of 1
<PAGE>



                         PENSION PROTECTION ACT OF 2006
                         BASIC PLAN DOCUMENT AMENDMENT

This amendment of the Plan (hereinafter referred to as "the Amendment") is
comprised of this Pension Protection Act of 2006 Basic Plan Document Amendment
(the "Basic Plan Document Amendment") and the corresponding Adoption Agreement
Amendment. The Amendment is adopted to reflect provisions of the Pension
Protection Act of 2006 ("PPA") and other legislation, including the Worker,
Retiree, and Employer Recovery Act of 2008 (other than the waiver of 2009
required minimum distributions). The Amendment is intended to provide good faith
compliance with the PPA and related guidance until the Plan is restated to
include the PPA requirements. Except as otherwise provided, the Amendment shall
be effective as of the later of the first day of the first Plan Year beginning
after August 17, 2006, or the Effective Date of the Plan. This Amendment
supersedes the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of the Amendment. The previous sentence will
apply to the vesting provisions of the Amendment only until the Plan is restated
for the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA).
After the Plan is restated for EGTRRA, the vesting schedule selected in the
EGTRRA Adoption Agreement will apply. This Amendment will not cause the Plan to
become individually designed.

DEFINITIONS
MATCHING CONTRIBUTION

THE PLAN'S DEFINITION OF MATCHING CONTRIBUTION IS REPLACED WITH THE FOLLOWING:
Means an Employer Contribution made to this or any other defined contribution
plan on behalf of a Participant on account of an Elective Deferral or a
Nondeductible Employee Contribution made by such Participant under a plan
maintained by the Employer. Notwithstanding the foregoing, if the Adopting
Employer has elected to apply the Safe Harbor CODA provisions of the Plan,
Matching Contributions means contributions made by the Employer on account of an
Eligible Employee's Elective Deferrals. For Plan Years beginning on or after
January 1, 1998, Matching Contributions made by self-employed Participants (as
defined in Code Section 401(c)) shall not be treated as Elective Deferrals.

QUALIFIED OPTIONAL SURVIVOR ANNUITY (QOSA)

QUALIFIED OPTIONAL SURVIVOR ANNUITY (QOSA) IS ADDED TO THE PLAN AS A NEW DEFINED
TERM WITH THE FOLLOWING DEFINITION:

Means an annuity 1) for the life of the Participant with a survivor annuity for
the life of the Spouse that is equal to the "applicable percentage" of the
amount of the annuity that is payable during the joint lives of the Participant
and the Spouse, and 2) that is the actuarial equivalent of a single annuity for
the life of the Participant. If the survivor annuity provided by the Qualified
Joint and Survivor Annuity is less than 75 percent of the annuity payable during
the joint lives of the Participant and the Spouse, the applicable percentage is
75 percent. If the survivor annuity provided by the Qualified Joint and Survivor
Annuity is greater than or equal to 75 percent, the applicable percentage is 50
percent.

                                 CONTRIBUTIONS

THE BASIC PLAN DOCUMENT SECTION TITLED REGULAR CONTRIBUTION LIMIT, AND
DISCUSSING CONTRIBUTION LIMITS FOR A DEEMED IRA DESIGNATED BY THE IRA HOLDER AS
A ROTH IRA, IF APPLICABLE, IS MODIFIED BY ADDING THE FOLLOWING TO THE END:

Effective for taxable years beginning after 2006, these limitations (if
applicable) will be increased under Code Section 408A(c)(3) to reflect
cost-of-living adjustments.


OTHER PROVISIONS

PART A.   DIRECT ROLLOVERS TO THE PLAN OF AFTER-TAX AMOUNTS IN ANNUITY CONTRACTS

          If rollover contributions made from Code Section 403(b) plans are
          otherwise permitted under the Plan, the Plan will accept Direct
          Rollovers of distributions of Nondeductible Employee Contributions
          and/or Roth Elective Deferrals (if applicable) if indicated in the
          Adoption Agreement Amendment.

          Applicability and Effective Date: This provision shall apply if
          elected by the Employer in the Adoption Agreement Amendment and shall
          be effective as specified in the Adoption Agreement Amendment.

                                    VESTING

OTHER PROVISIONS

PART A.   PARTICIPANTS SUBJECT TO THE PPA VESTING SCHEDULE

          A Participant's Individual Account derived from Employer Profit
          Sharing Contributions, Employer Money Purchase Pension Contributions
          or Employer Target Benefit Pension Contributions shall vest as
          provided in the Adoption Agreement Amendment. If no election is made,
          all benefits attributable to such contributions shall be fully Vested
          when made to the Plan. If the vesting schedule for Employer Profit
          Sharing Contributions, Employer Money Purchase Pension Contributions
          or Employer Target Benefit Pension Contributions is something other
          than 100% immediate vesting, the Participant election in the Basic
          Plan Document section titled Amendment Of Vesting Schedule shall
          apply.

          Applicability and Effective Date: Unless otherwise elected in the
          Adoption Agreement Amendment, this provision shall apply to all
          Participants that have accrued benefits derived from Employer Profit
          Sharing Contributions, Employer Money Purchase Pension Contributions
          or Employer Target Benefit Pension Contributions as of December 31,
          2006. If this provision does not apply to all Participants, only
          Participants with accrued benefits derived from Employer Profit
          Sharing Contributions, Employer Money Purchase Pension Contributions
          or Employer Target Benefit Pension Contributions who complete an Hour
          of Service under the Plan in a Plan Year beginning after December 31,
          2006, will be subject to the accelerated vesting schedule.

PART B.   INDIVIDUAL ACCOUNT BALANCES SUBJECT TO THE PPA VESTING SCHEDULE

          Applicability and Effective Date: Unless otherwise elected in the
          Adoption Agreement Amendment, this provision shall apply to all
          Employer Profit Sharing Contributions, Employer Money Purchase Pension
          Contributions or Employer Target Benefit Pension Contributions made to
          the Plan that were previously subject to a less favorable vesting
          schedule. If this provision does not apply to all Employer Profit
          Sharing Contributions, Employer Money Purchase Pension Contributions
          or Employer Target Benefit Pension Contributions, only Employer Profit
          Sharing Contributions, Employer Money Purchase Pension Contributions
          or Employer Target Benefit Pension Contributions that are contributed
          to the Plan for Plan Years beginning after December 31, 2006, will be
          subject to the accelerated vesting schedule. All previously
          contributed Employer Profit Sharing Contributions, Employer Money
          Purchase Pension Contributions or Employer Target Benefit Pension
          Contributions will remain subject to the separate, less favorable
          vesting schedule that was in place before this Adoption Agreement
          Amendment.

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                  Page 1 of 3

<PAGE>

                         DISTRIBUTIONS TO PARTICIPANTS

THE BASIC PLAN DOCUMENT SECTION TITLED SPECIAL REQUIREMENTS FOR CERTAIN 401(K)
CONTRIBUTIONS IS MODIFIED BY REPLACING THE NEXT TO LAST PARAGRAPH WITH THE
FOLLOWING:

Notwithstanding the foregoing, ADP Test Safe Harbor Contributions may not be
distributed earlier than separation from service, death, Disability, an event
described in Code Section 401(k)(10), or, in the case of a profit sharing plan,
the attainment of age 591/2.

THE BASIC PLAN DOCUMENT SECTION TITLED QUALIFIED JOINT AND SURVIVOR ANNUITY IS
AMENDED BY ADDING THE FOLLOWING PARAGRAPH TO THE END:

A Plan that is subject to the Qualified Joint and Survivor Annuity requirements
must offer an additional survivor annuity option in the form of a qualified
optional survivor annuity (QOSA). A QOSA is an annuity 1) for the life of the
Participant with a survivor annuity for the life of the Spouse that is equal to
the applicable percentage of the amount of the annuity that is payable during
the joint lives of the Participant and the Spouse, and 2) that is the actuarial
equivalent of a single annuity for the life of the Participant. If the survivor
annuity provided by the Qualified Joint and Survivor Annuity is less than 75
percent of the annuity payable during the joint lives of the Participant and
Spouse, the applicable percentage for the qualified optional survivor annuity is
75 percent. If the survivor annuity provided by the Qualified Joint and Survivor
Annuity is greater than or equal to 75 percent of the annuity payable during the
joint lives of the Participant and Spouse, the applicable percentage for the
qualified optional survivor annuity is 50 percent.

Effective Date: This provision applies to Plan Years beginning after December
31, 2007.


THE BASIC PLAN DOCUMENT SECTION TITLED DETERMINATION OF INCOME OR LOSS, AND
DISCUSSING THE DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS, IS MODIFIED BY
REPLACING THE FIRST SENTENCE OF THIS PARAGRAPH WITH THE FOLLOWING:

Excess Elective Deferrals shall be adjusted for any income or loss up to the end
of the Plan Year to which such contributions were allocated.

THE BASIC PLAN DOCUMENT SECTION TITLED DETERMINATION OF INCOME OR LOSS, AND
DISCUSSING THE DISTRIBUTION OF EXCESS CONTRIBUTIONS, IS MODIFIED BY REPLACING
THE FIRST SENTENCE OF THIS PARAGRAPH WITH THE FOLLOWING:

Excess Contributions shall be adjusted for any income or loss up to the end of
the Plan Year to which such contributions were allocated.

THE BASIC PLAN DOCUMENT SECTION TITLED DETERMINATION OF INCOME OR LOSS, AND
DISCUSSING THE DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS, IS MODIFIED BY
REPLACING THE FIRST SENTENCE OF THIS PARAGRAPH WITH THE FOLLOWING:

Excess Aggregate Contributions shall be adjusted for any income or loss up to
the end of the Plan Year to which such contributions were allocated.

OTHER PROVISIONS

PART A.   DISTRIBUTIONS BECAUSE OF BENEFICIARY HARDSHIP

          If elected in the Adoption Agreement Amendment, the definition of
          hardship under the Basic Plan Document section titled Hardship
          Withdrawals will provide that if an event would constitute a hardship
          if it occurred with respect to the Participant's Spouse or dependent,
          such event will also constitute a hardship if it occurs to a person
          who is the Participant's primary Beneficiary under the Plan. If the
          Plan is a Safe Harbor CODA, the Plan will not fail to satisfy the Safe
          Harbor CODA requirements because of a mid-year change to implement
          this hardship withdrawal provision.


          Effective Date: If elected in the Adoption Agreement Amendment this
          provision shall be effective as specified in the Adoption Agreement
          Amendment.

PART B.   DIRECT ROLLOVERS FROM THE PLAN BY BENEFICIARIES

          Except as otherwise elected in the Adoption Agreement Amendment, a
          Beneficiary (subject to additional regulatory guidance) may directly
          roll over their portion of the Individual Account to an inherited
          individual retirement arrangement (under Code Sections 408 or 408A).
          Such Direct Rollovers must otherwise qualify as Eligible Rollover
          Distributions.

          Notwithstanding the preceding paragraph and regardless of what is
          elected in the Adoption Agreement Amendment, for Plan Years beginning
          on or after January 1, 2010, the Plan will permit a Beneficiary
          (subject to additional regulatory guidance) to directly roll their
          portion of the Individual Account to an inherited individual
          retirement arrangement (under Code Sections 408 or 408A). Such Direct
          Rollovers must otherwise qualify as Eligible Rollover Distributions.

          Effective Date: Unless otherwise specified in the Adoption Agreement
          Amendment, this section applies to distributions on or after January
          1, 2007.

PART C.   QUALIFIED RESERVIST DISTRIBUTIONS

          Except as otherwise elected in the Adoption Agreement Amendment,
          Participants may take penalty-free qualified reservist distributions
          from the Plan. A qualified reservist distribution means any
          distribution to a Participant if 1) such distribution is made from
          Elective Deferrals, 2) such Participant was ordered or called to
          active duty for a period in excess of 179 days or for an indefinite
          period, and 3) such distribution is made during the period beginning
          on the date of such order or call and ending at the close of the
          active duty period. The Participant must have been ordered or called
          to active duty after September 11, 2001, and before December 31, 2007,
          or such later date as extended by legislation or other means.

          Effective Date: Unless otherwise specified in the Adoption Agreement
          Amendment, this section applies to distributions after September 11,
          2001.

PART D.   AGE 62 DISTRIBUTIONS

          If elected in the Adoption Agreement Amendment, Participants in a
          money purchase pension or target benefit pension plan may take a
          distribution when they reach age 62, even if they have not separated
          from employment at the time of the distribution.

          Effective Date: If elected in the Adoption Agreement Amendment, this
          provision shall be effective as specified in the Adoption Agreement
          Amendment.

PART E.   DISTRIBUTION NOTICES

          Distribution notices under Code Sections 402(f), 411(a)(ll), and 417
          and notices under ERISA Section 205(c)(7)(A) (and under all related
          regulations) that have been subject to a 90-day maximum period will
          become subject to a 180-day maximum period.

          Effective Date: The revised maximum notice period applies to Plan
          Years beginning after December 31, 2006.

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                  Page 2 of 3

<PAGE>

                                 MISCELLANEOUS

THE BASIC PLAN DOCUMENT SECTION TITLED BONDING IS MODIFIED BY ADDING TO THE END
OF THE PARAGRAPH THE FOLLOWING SENTENCE:

In the case of a Plan that holds employer securities (within the meaning of
ERISA Section 407(d)(1)), the maximum bond amount is $1,000,000 or such other
amount as the Secretary of Labor prescribes.

THE BASIC PLAN DOCUMENT SECTION TITLED INVESTMENT AUTHORITY IS MODIFIED BY
ADDING THE FOLLOWING, AS THE NEXT ALPHABETICALLY ORDERED PARAGRAPH, TO THE END:

     DIVERSIFICATION REQUIREMENTS WHEN EMPLOYER SECURITIES ARE HELD AS
     INVESTMENTS IN THE PLAN

     For Plan Years beginning on or after January 1, 2007, Code Section
     401(a)(35) requires qualified retirement plans that hold employer
     securities to allow Participants, Alternate Payees with Individual Accounts
     under the Plan, or Beneficiaries of deceased Participants to diversify
     their investments. This Code section and other relevant guidance govern the
     diversification procedures, which include the following.

     1.   Employee Contributions And Elective Deferrals Invested In Employer
          Securities - In the case of the portion of an Individual Account
          attributable to Nondeductible Employee Contributions and Elective
          Deferrals (if applicable) that are invested in employer securities,
          the Participant, Alternate Payee, or Beneficiary, as applicable, may
          elect to direct the Plan to divest any such securities and to reinvest
          an equivalent amount in other investments that meet the investment
          option requirements below.

     2.   Employer Contributions Invested In Employer Securities - In the case
          of the portion of an Individual Account attributable to Employer
          Contributions other than Elective Deferrals that are invested in
          employer securities, a Participant who has completed at least three
          years of service, an Alternative Payee with respect to a Participant
          who has completed at least three years of service, or a Beneficiary,
          as applicable, may elect to direct the Plan to divest any such
          securities and to reinvest an equivalent amount in other investments
          that meet the investment option requirements below.

     3.   Investment Options - The diversification requirements above are met if
          the Plan offers not less than three investment options, other than
          employer securities, to which a Participant, Alternate Payee, or
          Beneficiary, as applicable may direct the proceeds from the divestment
          of employer securities, each of which is diversified and has
          materially different risk and return characteristics. The Plan may
          limit the time for divestment and reinvestment to periodic, reasonable
          opportunities that occur no less frequently than quarterly. Except as
          provided in regulations, the Plan must not impose employer securities
          investment restrictions or conditions that are not imposed on the
          investment of other Plan assets (other than restrictions or conditions
          imposed by securities laws or other relevant guidance).

     4.   Exception For Certain Plans - The diversification requirement does not
          apply to a one-Participant retirement plan or to an employee stock
          ownership plan (ESOP) if 1) there are no contributions or earnings in
          the ESOP that are held within such plan and that are subject to Code
          Sections 401(k) or (m), and 2) such plan is a separate plan for
          purposes of Code Section 414(1) with respect to any other defined
          benefit plan or defined contribution plan maintained by the same
          employer or employers.

     5.   Transition Rule For Securities Attributable To Employer Contributions
          - In the case of the portion of an Individual Account attributable to
          Employer Contributions other than Elective Deferrals that are invested
          in employer securities, including, a Participant who has completed at
          least three years of service, an Alternate Payee with respect to a
          Participant who has completed at least three years of service, or a
          Beneficiary, as applicable, the employer securities acquired in a Plan
          Year beginning before January 1, 2007, will be subject to the
          following divestiture and reinvestment transition schedule, which
          applies separately with respect to each class of securities.

               For the Plan Year in which diversification requirement applies
               the applicable percentage subject to diversification is:

<TABLE>
<CAPTION>
<S>         <C>
First        33%
Second       66%
Third       100%
</TABLE>

               This three-year phase-in requirement does not apply to a
               Participant who has attained age 55 and who has completed at
               least three years of service before the first Plan Year
               beginning after December 31, 2005.

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                  Page 3 of 3

<PAGE>


                         PENSION PROTECTION ACT OF 2006
                       401(K) ADOPTION AGREEMENT AMENDMENT

This amendment of the Plan (hereinafter referred to as "the Amendment") is
comprised of this Pension Protection Act of 2006 401(k) Adoption Agreement
Amendment (the "Adoption Agreement Amendment") and the corresponding Basic Plan
Document Amendment. The Amendment is adopted to reflect provisions of the
Pension Protection Act of 2006 ("PPA") and other legislation, including the
Worker, Retiree, and Employer Recovery Act of 2008 (other than the waiver of
2009 required minimum distributions). The Amendment is intended to provide good
faith compliance with the PPA and related guidance until the Plan is formally
amended to include the PPA requirements. Except as otherwise provided in the
Basic Plan Document Amendment, this Amendment is effective as specified in this
Adoption Agreement Amendment. This Amendment supersedes the existing provisions
of the Plan to the extent those provisions are inconsistent with the provisions
of the Amendment. The previous sentence will apply to the vesting provisions of
the Amendment only until the Plan is restated for the Economic Growth and Tax
Relief Reconciliation Act of 2001 (EGTRRA). After the Plan is restated for
EGTRRA, the vesting schedule selected in the EGTRRA Adoption Agreement will
apply. In general, if you have changed any of the following Adoption Agreement
Amendment provisions one or more times you will need to sign and complete more
than one Adoption Agreement Amendment. For example, if a Beneficiary was
permitted to directly rollover to an individual retirement arrangement in 2007
but was not permitted to do so in 2008, then two Amendments are required.

                              EMPLOYER INFORMATION

Name of Plan Hamilton Precision Metals 401(k) Employee Savings Plan

<TABLE>
<S>                        <C>                                                      <C>
Plan Sequence Number 002   Trust Identification Number (if applicable) ____________ Account Number 097409
</TABLE>

                                 CONTRIBUTIONS
                              COMPLETE PART A BELO

PART A.   DIRECT ROLLOVER OF 403(B) AFTER-TAX CONTRIBUTIONS

          If the Plan cutrently accepts Direct Rollovers from an annuity
          contract described in Code Section 403(b), will the Plan accept the
          following as Direct Rollovers (select "Yes" or "No" to each of the
          following items by selecting the appropriate box)?

          1.   Nondeductible Employee Contributions.  [ ] Yes. [x] No.

          2.   Roth Elective Deferrals.               [ ] Yes. [x] No.

          NOTE: Option 2 may be selected only if the Plan allows Roth Elective
          Deferrals. If a box is not selected for an item, "No" will apply for
          such item.

          Effective Date: _______ (Specify an effective date for this provision.
          The effective date may not be earlier than the first day of the
          taxable year beginning after December 31, 2006.)

                                    VESTING
                        COMPLETE PARTS A THROUGH C BELOW

PART A.   PARTICIPANTS SUBJECT TO THE PPA VESTING SCHEDULE

          The accelerated vesting schedule provisions of this Amendment shall
          apply to (select one):

          OPTION 1:  [ ]  All Participants with Individual Accounts derived from
                          Employer Profit Sharing Contributions.

          OPTION 2:  [ ]  Those Participants with Individual Accounts derived
                          from Employer Profit Sharing Contributions who
                          complete an Hour of Service under the Plan in a Plan
                          Year beginning after December 31, 2006.

          NOTE: If no option is selected Option 1 will apply.

PART B.   INDIVIDUAL ACCOUNT BALANCES SUBJECT TO THE PPA VESTING SCHEDULE

          The accelerated vesting schedule provisions of this Amendment shall
          apply to (select one):

          OPTION 1:  [ ]  All Employer Profit Sharing Contributions made to the
                          Plan that were previously subject to a less favorable
                          vesting schedule.

          OPTION 2:  [ ]  Only those Employer Profit Sharing Contributions made
                          to the Plan for Plan Years beginning after December
                          31, 2006.

          NOTE: If no option is selected Option 1 will apply.

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                  Page 1 of 3

<PAGE>


PART C.   VESTING SCHEDULE FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS

          A Participant shall become Vested in their Individual Account derived
          from Employer Profit Sharing Contributions made pursuant to the
          Contribution section of the Adoption Agreement as follows. (Select one
          vesting schedule for Employer Profit Sharing Contributions, if
          applicable.)

<TABLE>
<CAPTION>
   YEARS OF                                      VESTED PERCENTAGE
VESTING SERVICE    Option 1 [ ]   Option 2 [ ]   Option 3 [ ]   Option 4 [ ]   (Complete if Chosen)
----------------   -----------    -----------    -----------    ------------    -------------------
<S>                <C>            <C>            <C>            <C>            <C>
Less than One          0%              0%            100%       _____%
     1                 0%              0%            100%       _____%
     2                 0%             20%            100%       _____%          (not less than 20%)
     3               100%             40%            100%       _____%          (not less than 40%)
     4               100%             60%            100%       _____%          (not less than 60%)
     5               100%             80%            100%       _____%          (not less than 80%)
     6               100%            100%            100%       _____%          (not less than 100%)
</TABLE>

NOTE: If no option is selected, Option 3 will apply.

                                 DISTRIBUTIONS
                       COMPLETE PARTS A THROUGH C BELOW.

PART A.   DISTRIBUTIONS  BECAUSE  OF  BENEFICIARY  HARDSHIP

          If the Plan currently permits hardship distributions, will hardship
          distributions also be permitted because of a hardship incurred by the
          primary Beneficiary of a Participant (select one)?

          OPTION 1: [ ]  Yes, effective on _________.(Specify an effective date
                         for this provision. The effective date may not be
                         earlier than August 17, 2006.)

          OPTION 2: [X]  No.

          NOTE: If no potion is selected, Option 2 will apply.

PART B.   BENEFICIARY ROLLOVERS

          Will Beneficiaries be permitted to directly roll over the Individual
          Account of deceased Participants to an inherited individual retirement
          arrangement (select one)?

          OPTION 1: [X]  Yes, effective on 05/01/2009. (Specify an effective
                          date for this provision. The effective date may not
                          be earlier than January 1, 2007.)

          OPTION 2: [ ]  No.  NOTE: Beneficiaries will be permitted to directly
                          roll over to inherited individual retirement
                          arrangements in Plan Years beginning on or after
                          January 1, 2010, even if Option 2 is selected.

          NOTE: If no option is selected, Option I will apply.

PART C.   QUALIFIED RESERVIST DISTRIBUTIONS

          Will Qualified Reservist Distributions of Elective Deferrals be
          permitted (select one)?

          OPTION 1: [X]  Yes, effective the later of September 11, 2001, or the
                         effective date of the Plan unless a later effective
                         date is indicated here 05/01/2009

          OPTION 2:  [ ]  No.

          NOTE: If no option is selected, Option 1 will apply.

SIGNATURE OF EMPLOYER

1.   I ACKNOWLEDGE THAT I HAVE RELIED UPON MY OWN ADVISERS REGARDING THE
     COMPLETION OF THE AMENDMENT AND THE LEGAL AND TAX IMPLICATIONS OF AMENDING
     THIS PLAN:

2.   I UNDERSTAND THAT MY FAILURE TO PROPERLY COMPLETE THE AMENDMENT MAY RESULT
     IN DISQUALIFICATION OF THE PLAN; AND

3.   I HAVE RECEIVED A COPY OF THE AMENDMENT.

Signature of Adopting Employer ____________ Date Signed  5/21/2009

Type Name Henery Policave                   Title  Dir. Global Benefits & HR

                                            (C)2009 Ascensus, Inc., Brainerd, MN

                                  Page 2 of 2

<PAGE>

         HEROES EARNINGS AND ASSISTANCE RELIEF TAX ACT OF 2008 (HEART)
                         BASIC PLAN DOCUMENT AMENDMENT

This amendment of the Plan (hereinafter referred to as "the Amendment") is
comprised of this Heroes Earnings and Assistance Relief Tax Act of 2008 (HEART)
Basic Plan Document Amendment (the "Basic Plan Document Amendment") and the
corresponding Adoption Agreement Amendment. The Amendment is adopted to reflect
the provisions of the Heroes Earnings and Assistance Relief Tax Act of 2008
(HEART). The Amendment is intended to provide good faith compliance with HEART
and related guidance until the Plan is formally restated to incorporate such
guidance. This Amendment is effective as specified in this Basic Plan Document
Amendment except as otherwise provided in the Adoption Agreement Amendment. This
Amendment supersedes the existing provisions of the Plan to the extent that
those provisions are inconsistent with the provisions of the Amendment. This
amendment will not cause the Plan to become an individually designed plan.

DEFINITIONS

DIFFERENTIAL WAGE PAYMENT

DIFFERENTIAL WAGE PAYMENT IS ADDED TO THE PLAN AS A NEW DEFINED TERM WITH THE
FOLLOWING DEFINITION:

Means a payment defined in Code Section 3401(h)(2) that is made by the Employer
to an individual performing service in the uniformed services.

COMPENSATION

THE PLAN'S DEFINITION OF COMPENSATION IS MODIFIED BY ADDING THE FOLLOWING, AS
THE NEXT ALPHABETICALLY ORDERED PARAGRAPH, TO THE END:

DIFFERENTIAL WAGE PAYMENTS

Notwithstanding anything in this Plan to the contrary, for years beginning on or
after January 1, 2009, (or, if later, the Effective Date of the Plan) if the
Employer chooses to provide Differential Wage Payments to individuals who are
active duty members of the uniformed services, such individuals will be treated
as Employees of the Employer making the Differential Wage Payment, the
Differential Wage Payment will be treated as Compensation for purposes of
applying the Code. Accordingly, Differential Wage Payments must be treated as
Compensation under Code Section 415(c)(3) and Treasury Regulation 1.415-2(d).
Differential Wage Payments will also be treated as Compensation for
contribution, allocation and other general Plan purposes unless excluded from
the Plan's definition of Compensation on the Adoption Agreement Amendment. In
addition, the Plan will not be treated as failing to meet the requirements of
any provision described in Code Section 414(u)(1)(C) by reason of any
contribution or benefit that is based on Differential Wage Payments only if all
Employees of the Employer (as determined under Code Sections 414(b), (c), (m),
and (o)) performing service in the uniformed services described in Code Section
3401(h)(2)(A) are entitled to receive Differential Wage Payments on reasonably
equivalent terms and, if eligible to participate in the Plan, to make
contributions based on the payments on reasonably equivalent terms applying the
provisions of Code Section 410(b)(3), (4) and (5). Such contributions or
benefits may be taken into account for purposes of nondiscrimination testing as
long as they do not cause the Plan to fail the nondiscrimination requirements.

DEEMED SEVERANCE FROM EMPLOYMENT

DEEMED SEVERANCE FROM EMPLOYMENT IS ADDED TO THE PLAN AS A NEW DEFINED TERM WITH
THE FOLLOWING DEFINITION:

Means, effective for years beginning on or after January 1,2009, and
notwithstanding the definition of Differential Wage Payment, an individual is
deemed to cease to be an Employee for purposes of Code Section 414(u)(12)(B)
during any period the individual is performing service in the uniformed services
as defined in Code Section 3401(h)(2)(A).

EMPLOYEE

THE PLAN'S DEFINITION OF EMPLOYEE IS MODIFIED BY ADDING THE FOLLOWING TO THE
END:

The term Employee will also include individuals providing qualified military
service who are treated as reemployed for purposes of applying the rules under
Code Sections 401(a)(37) and 414(u).

DISTRIBUTIONS AND LOANS TO PARTICIPANTS

THE BASIC PLAN DOCUMENT SECTION TITLED MISCELLANEOUS DISTRIBUTION ISSUES IS
MODIFIED BY ADDING AS THE NEXT NUMBERED PARAGRAPH, TO THE END:

Distribution Due to a Deemed Severance from Employment - Except as otherwise
elected in the Adoption Agreement Amendment, effective for years beginning on or
after January 1, 2009, (or such later date as specified in the Adoption
Agreement Amendment), individuals who have a Deemed Severance from Employment
under Code Section 414(u)(12)(B) during a period of uniformed services as
defined in Code Section 3401(h)(2)(A) may elect to receive a distribution of
Elective Deferrals, Qualified Nonelective Contributions, Qualified Matching
Contributions and income allocable to each. If an individual receives a
distribution due to a Deemed Severance from Employment, the individual may not
make an Elective Deferral or Nondeductible Employee Contribution during the
six-month period beginning on the date of the distribution.


MISCELLANEOUS

THE BASIC PLAN DOCUMENT SECTION CONCERNING MILITARY SERVICE IS REPLACED WITH THE
FOLLOWING:

Notwithstanding any provision of this Plan to the contrary, contributions,
benefits, and service credit with respect to qualified military service will be
provided in accordance with Code Section 414(u), including, but not limited to
the following:


PART A.   BENEFIT ACCRUAL IN THE CASE OF DEATH OR DISABILITY RESULTING FROM
          ACTIVE MILITARY SERVICE.


          1.   Benefit Accrual - If elected in the Adoption Agreement
               Amendment, for benefit accrual purposes, an individual who dies
               or becomes disabled on or after January 1, 2007, (or such later
               date as specified in the Adoption Agreement Amendment), while
               performing qualified military service (as defined in Code Section
               414(u)) will be treated as if the individual resumed employment
               in accordance with the individual's reemployment rights under the
               Uniformed Services Employment and Reemployment Rights Act of 1994
               (USERRA), on the day preceding death or Disability (as
               applicable) and terminated employment on the actual date of death
               or Disability. If the Employer elects to treat an individual as
               having resumed employment as described above, subject to items
               (2) and (3) below, any full or partial compliance by the Plan
               with respect to the benefit accrual requirements will be treated
               for purposes of Code Section 414(u)(1) as if such compliance were
               required under USERRA.

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                  Page 1 of 2

<PAGE>

          2.   Nondiscrimination Requirement - Part A, item (1) above will only
               apply if all individuals performing qualified military service
               with respect to the Employer (as determined under Code Sections
               414(b), (c), (m) and (o)) who die or became disabled as a result
               of performing qualified military service (as defined in Code
               Section 414(u)) prior to reemployment by the Employer are
               credited with service and benefits on reasonably equivalent
               terms.

          3.   Determination of Benefits - The amount of Nondeductible Employee
               Contributions and the amount of Elective Deferrals of an Employee
               treated as reemployed under Part A, item (1) for purposes of
               applying Code Section 414(u)(8)(C) will be determined on the
               basis of the individual's average actual Nondeductible Employee
               Contributions or Elective Deferrals for the lesser of:

               a.   the 12-month period of service with the Employer
                    immediately prior to qualified military service (as defined
                    in Code Section 414(u)), or

               b.   if service with the Employer is less than such 12 month
                    period, the actual length of continuous service with the
                    Employer.


PART B.   VESTING IN THE CASE OF DISABILITY RESULTING FROM ACTIVE MILITARY
          SERVICE

          1.   Years of Vesting Service - If elected in the Adoption Agreement
               Amendment, for vesting purposes, an individual who becomes
               disabled on or after January 1, 2007, (or such later date as
               specified in the Adoption Agreement Amendment), while performing
               qualified military service (as defined in Code Section 414(u))
               will be treated as if the individual resumed employment in
               accordance with the individual's reemployment rights under the
               Uniformed Services Employment and Reemployment Rights Act of 1994
               (USERRA), on the day preceding Disability (as applicable) and
               terminated employment on the actual date of Disability. If the
               Employer elects to treat an individual as having resumed
               employment as described above, subject to item (2) below,
               compliance by the Plan with respect to the vesting requirements
               will be treated for purposes of Code Section 414(u)(1) as if such
               compliance were required under USERRA.

          2.   Nondiscrimination Requirements - Part B, item (1) above will
               apply to the extent permitted under other applicable rules,
               including the rules provided in Treasury Regulation Section
               1.401(a)(4)-11(d)(3), which provides nondiscrimination rules for
               crediting imputed service. Under Treasury Regulation Section
               1.401(a)(4)-11(d)(3), the provisions crediting Years of Vesting
               Service to any Highly Compensated Employee must apply on the same
               terms to all similarly situated non-Highly Compensated Employees.

PART C.   DEATH BENEFITS

          In the case of an individual Participant who dies on or after January
          1, 2007, while performing qualified military service (as defined in
          Code Section 414(u)), the Participant's survivors are entitled to any
          additional benefits (other than benefit accruals relating to the
          period of qualified military service) provided under the Plan had the
          Participant resumed employment with the Employer and then terminated
          employment on account of death.

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                  Page 2 of 2

<PAGE>



         HEROES EARNINGS AND ASSISTANCE RELIEF TAX ACT OF 2008 (HEART)
                          ADOPTION AGREEMENT AMENDMENT

This amendment of the Plan (hereinafter referred to as "the Amendment") is
comprised of this Heroes Earnings and Assistance Relief Tax Act of 2008 (HEART)
Adoption Agreement Amendment (the "Adoption Agreement Amendment") and the
corresponding Basic Plan Document Amendment. The Amendment is adopted to reflect
the provisions of the Heroes Earnings and Assistance Relief Tax Act of 2008
(HEART). The Amendment is intended to provide good faith compliance with HEART
and related guidance until the Plan is formally restated to incorporate such
guidance. This Amendment is effective as specified in this Adoption Agreement
Amendment except as otherwise provided in the Basic Plan Document Amendment.
This Amendment supersedes the existing provisions of the Plan to the extent that
those provisions are inconsistent with the provisions of the Amendment. This
amendment will not cause the Plan to become an individually designed plan.

                              EMPLOYER INFORMATION

Name of Plan Hamilton Precision Metals 401 (k) Employee Savings Plan

<TABLE>
<S>                         <C>                                                     <C>
Plan Sequence Number 002    Trust Identification Number (if applicable) ___________ Account Number 097409
</TABLE>

                                 CONTRIBUTIONS
                                COMPLETE PART A

PART A.   BENEFIT ACCRUAL IN THE CASE OF DEATH OR DISABILITY RESULTING FROM
          QUALIFIED MILITARY SERVICE

          Will the benefit accrual provisions under Code Section 414(u)(9) apply
          to individuals who are unable to be reemployed on account of death or
          Disability while performing qualified military service as defined in
          Code Section 414(u) (select one)?

          OPTION 1:  [X]  Yes, effective 01/01/2007 (Specify a date that is on
                          or after January 1, 2007, or, if later, the Effective
                          Date of the Plan.)

          OPTION 2:  [ ]  No.

          NOTE: If no option is selected, Option 2 will apply.

                            VESTING AND FORFEITURES
                                COMPLETE PART A

PART A.   VESTING IN THE CASE OF DISABILITY RESULTING FROM QUALIFIED MILITARY
          SERVICE

          Will Years of Vesting Service be credited to individuals who are
          unable to be reemployed on account of Disability while performing
          qualified military service as defined in Code Section 414(u) (select
          one)?


          OPTION 1:  [ ]  Yes, effective ___________ (Specify a date that is on
                          or after January 1, 2007, or, if later, the Effective
                          Date of the Plan.)

          OPTION 2:  [ ]  No.

          OPTION 3:  [X]  Not applicable. Individuals become 100% Vested upon
                          Disability under the terms of the Plan.

          NOTE: If no option is selected, Option 2 will apply. Regardless of
          which option is selected, individuals who are unable to be reemployed
          on account of death while performing qualified military service must
          be credited with Years of Vesting Service.

                    DISTRIBUTIONS AND LOANS TO PARTICIPANTS
                                COMPLETE PART A


PART A.   DEEMED SEVERANCE FROM EMPLOYMENT (NOTE: THIS QUESTION APPLIES ONLY
          TO 401(K) PLANS. SKIP THIS QUESTION IF THE PLAN IS A MONEY PURCHASE OR
          TARGET BENEFIT PENSION PLAN OR A PROFIT SHARING PLAN.)

          May a Participant request a distribution of their Elective Deferrals,
          Qualified Nonelective Contributions, Qualified Matching Contributions,
          and earnings on account of Deemed Severance from Employment while
          performing military service as defined in Code Section 3401(h)(2)(A)
          (select one)?

          OPTION 1:  [X]  Yes, effective 01/01/2009 (Specify a date that is on
                           or after January 1, 2009, or, if later, the Effective
                           Date of the Plan.)

          OPTION 2:  [ ]  No.

          NOTE: If no option is selected, Option 1 will apply.

                                            (C)2010 Ascensus, Inc., Brainerd, MN

                                  Page 1 of 2

<PAGE>



                                  DEFINITIONS
                                COMPLETE PART A

PART A.   DIFFERENTIAL  WAGE  PAYMENTS

          Unless a different definition of Compensation is required by either
          the Code or ERISA, will Differential Wage Payments be included in
          Compensation for contribution, allocation and other general Plan
          purposes (select one)?

          NOTE: Option 1 must be selected if the Plan is a standardized
          prototype Plan. Either Option 1 or Option 2 may be selected if the
          Plan is a non-standardized prototype Plan or a volume submitter Plan.
          Refer to the Plan's Adoption Agreement to determine whether the Plan
          is a standardized or non-standardized prototype Plan or a volume
          submitter Plan.

          OPTION 1:  [X]  Yes. If this Plan is a non-standardized prototype Plan
                          or a volume submitter Plan, this Option 1 is effective
                          01/01/2009 (Specify a date that is on or after January
                          1, 2009, or, if later, the Effective Date of the
                          Plan.) If this Plan is a standardized prototype Plan
                          this Option 1 is effective the later of January 1,
                          2009, or the Effective Date of the Plan.

          OPTION 2:  [ ]  No.

          NOTE: If no option is selected, Option 1 will apply and the effective
          date will be the later of January 1, 2009, or the Effective Date of
          the Plan.

                               EMPLOYER SIGNATURE

SIGNATURE OF EMPLOYER

1.   I ACKNOWLEDGE THAT I HAVE RELIED UPON MY OWN ADVISERS REGARDING THE
     COMPLETION OF THE AMENDMENT AND THE LEGAL AND TAX IMPLICATIONS OF AMENDING
     THIS PLAN;

2.   I UNDERSTAND THAT MY FAILURE TO PROPERLY COMPLETE THE AMENDMENT MAY RESULT
     IN DISQUALIFICATION OF THE PLAN; AND

3.   I HAVE RECEIVED A COPY OF THE AMENDMENT.

Signature of Adopting Employer          Date Signed 11/2/2010

Type Name [ILLEGIBLE]                   Title Director Global BFts & HR

                                           (C)2010 Ascensus, Inc., Brainerd, MN

                                  Page 2 of 2