ex10-1.htm


    
      
        

      

    

    Exhibit
10.1

     

    VOLUME
SUBMITTER

    DEFINED
CONTRIBUTION PLAN

     

    (Profit Sharing/401(k) Plan)

     

    A Fidelity Volume Submitter Plan

     

    Adoption
Agreement No. 001

    For
use With

    Fidelity
Basic Plan Document No. 14

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    TABLE
OF CONTENTS

    
      	 
      	 
      	 
      
	
              1.01

            	
              plan
      information

            	
              2

            
	
              1.02

            	
              employer

            	
              3

            
	
              1.03

            	
              trustee

            	
              3

            
	
              1.04

            	
              coverage

            	
              3

            
	
              1.05

            	
              compensation

            	
              6

            
	
              1.06

            	
              testing
      rules

            	
              7

            
	
              1.07

            	
              deferral
      contributions

            	
              8

            
	
              1.08

            	
              employee
      contributions (after-tax contributions)

            	
              12

            
	
              1.09

            	
              rollover
      contributions

            	
              12

            
	
              1.10

            	
              qualified
      nonelective employer contributions

            	
              12

            
	
              1.11

            	
              matching
      employer contributions

            	
              13

            
	
              1.12

            	
              nonelective
      employer contributions

            	
              16

            
	
              1.13

            	
              exceptions
      to continuing eligibility requirements

            	
              19

            
	
              1.14

            	
              retirement

            	
              19

            
	
              1.15

            	
              definition
      of disabled

            	
              19

            
	
              1.16

            	
              vesting

            	
              20

            
	
              1.17

            	
              predecessor
      employer service

            	
              22

            
	
              1.18

            	
              participant
      loans

            	
              22

            
	
              1.19

            	
              in-service
      withdrawals

            	
              22

            
	
              1.20

            	
              form
      of distributions

            	
              23

            
	
              1.21

            	
              timing
      of distributions

            	
              25

            
	
              1.22

            	
              top
      heavy status

            	
              25

            
	
              1.23

            	
              correction
      to meet 415
      requirements
      under multiple defined contribution plans

            	
              27

            
	
              1.24

            	
              investment
      direction

            	
              27

            
	
              1.25

            	
              additional
      provisions

            	
              28

            
	
              1.26

            	
              superseding
      provisions

            	
              28

            
	
              1.27

            	
              reliance
      on advisory letter

            	
              28

            
	
              1.28

            	
              electronic
      signature and records

            	
              28

            
	
              1.29

            	
              volume
      submitter information

            	
              29

            
	
              execution
      page

            	
              30

            
	
              execution
      page

            	
              31

            
	
              Amendment
      execution page

            	
              32

            
	
              Amendment
      execution page

            	
              33

            
	
              plan
      mergers addendum

            	
              35

            
	
              participating
      employers addendum

            	
              36

            
	
              in-service
      withdrawals addendum

            	
              38

            
	
              vesting
      schedule addendum

            	
              39

            
	
              additional
      provisions addendum

            	
              42

            
	
              effective
      dates for interim legal compliance snap off addendum

            	
              54

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    Adoption Agreement

    Article 1

    Profit Sharing/401(k) Plan

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.01

            	
              plan
      information

            
	 
      	 
      
	 
      	
              (a)

            	
              Name of
      Plan:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              This
      is the Kaydon
      Corporation Employee Stock Ownership and Thrift Plan (the
      “Plan”)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              Type of
      Plan:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              401(k)
      Only

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              401(k)
      and Profit Sharing

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Profit
      Sharing Only

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              Administrator Name (if not the
      Employer):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Benefits Committee of Kaydon
      Corporation

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              Plan Year
      End (month/day):   12/31

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (e)

            	
              Three Digit
      Plan Number:     002

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (f)

            	
              Limitation
      Year (check one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Calendar
      Year

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              Plan
      Year

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Other:
              ____________________________

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (g)

            	
              Plan
      Status (check
      appropriate box(es)):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              Adoption
      Agreement Effective Date: 06/01/2010

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: The effective date
      specified above must be after the last day of the 2001 Plan
      Year.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              The
      Adoption Agreement Effective Date is:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              A
      new Plan Effective Date

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              þ

            	
              An
      amendment Effective Date (check one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              o

            	
              an
      amendment and restatement of this Basic Plan Document No. 14 and its
      Adoption Agreement previously executed by the Employer;

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (ii)

            	
              o

            	
              a
      conversion from Fidelity Basic Plan Document No. 02 and its Adoption
      Agreement to Basic Plan Document No. 14 and its Adoption Agreement;
      or

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (iii)

            	
              þ

            	
              a
      conversion to Basic Plan Document No. 14 and its Adoption
      Agreement.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              The
      original effective date of the Plan: 1/1/1983

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              þ

            	
              Special Effective Dates.
      Certain provisions of the Plan shall be effective as of a date other than
      the date specified in Subsection 1.01(g)(1) above. Please complete the
      Special Effective Dates Addendum to the Adoption Agreement indicating the
      affected provisions and their effective
dates.

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    
      	 
      	 
      	
              (4)

            	
              þ

            	
              Plan Merger Effective
      Dates. Certain plan(s) were merged into the Plan on or after the
      date specified in Subsection 1.01(g)(1) above. The merged plans are listed
      in the Plan Mergers Addendum. Please complete the appropriate
      subsection(s) of the Plan Mergers Addendum to the Adoption Agreement
      indicating the plan(s) that have merged into the Plan and the effective
      date(s) of such merger(s).

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (5)

            	
              o

            	
              Frozen Plan. The Plan is
      currently frozen. Unless the Plan is amended in the future to provide
      otherwise, no further contributions shall be made to the Plan. Plan assets
      will continue to be held on behalf of Participants and their Beneficiaries
      until distributed in accordance with the Plan terms. (If this
      provision is selected, it will override any conflicting provision selected
      in the Adoption Agreement.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: While the Plan is
      frozen, no further contributions, including Deferral Contributions,
      Employee Contributions, and Rollover Contributions, may be made to the
      Plan and no employee who is not already a Participant in the Plan may
      become a Participant.

            
	 
      	 
      	 
      	 
      	 
      
	
              1.02

            	
              employer
      

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Employer
      Name: Kaydon
      Corporation

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              Employer’s
      Tax Identification Number: 13-3186040

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              Employer’s
      fiscal year end: 12/31

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              The term
      “Employer” includes the following participating employers (choose
      one):

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              No
      other employers participate in the Plan.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              Certain
      other employers participate in the Plan. Please complete the Participating
      Employers Addendum.

            


    

    


    
      	
              1.03

            	
              trustee
      

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Trustee
      Name:

            	
              Fidelity
      Management Trust Company

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Address:

            	
              82
      Devonshire Street

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Boston,
      MA 02109

            


    

    


    
      	
              1.04

            	
              coverage
      

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              All Employees who meet the
      conditions specified below shall be eligible to participate in the
      Plan:

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Age
      Requirement (check
      one):

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              no
      age requirement.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              must
      have attained age: 18
      (not to exceed
      21).

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              Eligibility
      Service Requirement(s) - There shall be no
      eligibility service requirements for contributions to the Plan unless
      selected below (check
      one):

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              _____ (not to exceed 365) days
      of Eligibility Service requirement (no minimum Hours of Service can be
      required)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              _____ (not to exceed 12) months
      of Eligibility Service requirement (no minimum Hours of Service can be
      required)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              one
      year of Eligibility Service requirement (at least _____ (not to exceed 1,000)
      Hours of Service are required during the Eligibility Computation
      Period)

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    
      	 
      	 
      	
              (4)

            	
              o

            	two
      years of Eligibility Service requirement (at least _____ (not to exceed 1,000)
      Hours of Service are required during each Eligibility Computation
      Period) (If Option
      1.07(a) is elected, only one year of Eligibility Service is required for
      Deferral Contributions.)
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: If the Employer
      selects the two year Eligibility Service requirement, then contributions
      subject to such Eligibility Service requirement must be 100% vested when
      made.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (5)

            	
              þ

            	Hours of Service Crediting.
      Hours of Service will be credited in accordance with the
      equivalency selected in the Hours of Service Equivalencies Addendum rather
      than in accordance with the equivalency described in Subsection 2.01(dd)
      of the Basic Plan Document. Please complete the Hours of Service
      Equivalencies Addendum.
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              Eligibility
      Computation Period - The Eligibility Computation Period is the
      12-consecutive-month period beginning on an Employee’s Employment
      Commencement Date and each 12-consecutive-month period beginning on an
      anniversary of his Employment Commencement Date.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              Eligible
      Class of Employees:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              Generally,
      the Employees eligible to participate in the Plan are (choose
      one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	 
      	
              þ

            	
              all
      Employees of the Employer.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	 
      	
              o

            	
              only
      Employees of the Employer who are covered by (choose
  one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (i)

            	
              o

            	
              any
      collective bargaining agreement with the Employer, provided that the
      agreement requires the employees to be included under the Plan.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (ii)

            	
              o

            	
              the
      following collective bargaining agreement(s) with the
      Employer:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              Notwithstanding
      the selection in Subsection 1.04(d)(1) above, certain Employees of the
      Employer are excluded from participation in the Plan (check the
      appropriate box(es)):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: Certain employees
      (e.g., residents of Puerto Rico) are excluded automatically pursuant to
      Subsection 2.01(s) of the Basic Plan Document, regardless of the
      Employer’s selection under this Subsection 1.04(d)(2).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              employees
      covered by a collective bargaining agreement, unless the agreement
      requires the employees to be included under the Plan. (Do not
      choose if Option 1.04(d)(1)(B) is selected
  above.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              o

            	
              Highly
      Compensated Employees as defined in Subsection 2.01(cc) of the Basic Plan
      Document.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (C)

            	
              þ

            	
              Leased
      Employees as defined in Subsection 2.01(ff) of the Basic Plan
      Document.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (D)

            	
              þ

            	
              nonresident
      aliens who do not receive any earned income from the Employer which
      constitutes United States source income.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (E)

            	
              þ

            	
              other:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              Temporary Employees, Interns, Co-op Student
      Employees and Canfield Technologies, Inc. Employees who are collectively
      bargained

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              Note: The eligible group
      defined above must be a definitely determinable group and cannot be
      subject to the discretion of the Employer. In addition, the design of the
      classifications cannot be such that the only Non-Highly Compensated
      Employees benefiting under the Plan are those with the lowest compensation
      and/or the shortest periods of service and who may represent the minimum
      number of such employees necessary to satisfy coverage under Code Section
      410(b).

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    
      	 
      	 
      	 
      	 
      	
              (i)

            	
              þ

            	
              Notwithstanding
      this exclusion, any Employee who is excluded from participation solely
      because he is in a group described below shall become an Eligible Employee
      eligible to participate in the Plan on the Entry Date coinciding with or
      immediately following the date on which he first satisfies the following
      requirements: (I) he attains age 21 and (II) he completes at least 1,000
      Hours of Service during an Eligibility Computation Period. This Subsection
      1.04(d)(2)(E)(i) applies to the following excluded Employees (Must
      choose if an exclusion in (E) above directly or indirectly imposes an age
      and/or service requirement for participation, for example by excluding
      part-time or temporary employees):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
              Temporary Employees

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: The Employer
      should exercise caution when excluding employees from participation in the
      Plan. Exclusion of employees may adversely affect the Plan’s satisfaction
      of the minimum coverage requirements, as provided in Code Section
      410(b).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (e)

            	
              Entry
      Date(s) - The Entry Date(s) shall be (check
    one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              the
      first day of each Plan Year and the first day of the seventh month of each
      Plan Year

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              the
      first day of each Plan Year and the first day of the fourth, seventh, and
      tenth months of each Plan Year

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              the
      first day of each month

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (4)

            	
              þ

            	
              immediate
      upon meeting the eligibility requirements specified in Subsections 1.04(a)
      and 1.04(b)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (5)

            	
              o

            	
              the
      first day of each Plan Year (Do not select if there is an Eligibility
      Service requirement of more than six months in Subsection 1.04(b) for the
      type(s) of contribution or if there is an age requirement of more than 20
      1/2 in Subsection 1.04(a) for the type(s) of
  contribution.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: If another plan is
      merged into the Plan, the Plan may provide on the Plan Mergers Addendum
      that the effective date of the merger is also an Entry Date with respect
      to certain Employees.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (f)

            	
              Date of
      Initial Participation - An Employee shall become a Participant
      unless excluded by Subsection 1.04(d) above on the Entry Date coinciding
      with or immediately following the date the Employee completes the service
      and age requirement(s) in Subsections 1.04(a) and (b), if any, except
      (check one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              þ

            	
              no
      exceptions.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              Employees
      employed on _______
      (insert
      date) shall become Participants on that date.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Employees
      who meet the age and service requirement(s) of Subsections 1.04(a) and (b)
      on _______ (insert
      date) shall become Participants on that
  date.

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    
      	
              1.05

            	
              compensation

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Compensation
      for purposes of determining contributions shall be as defined in
      Subsection 2.01(k) of the Basic Plan Document, modified as provided
      below.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Compensation
      Exclusions
      - Compensation shall exclude the item(s) selected
      below.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              þ

            	
              No
      exclusions.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              Overtime
      pay.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Bonuses.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (4)

            	
              o

            	
              Commissions.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (5)

            	
              o

            	
              The
      value of restricted stock or of a qualified or a non-qualified stock
      option granted to an Employee by the Employer to the extent such value is
      includable in the Employee’s taxable income.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (6)

            	
              o

            	
              Severance
      pay received prior to termination of employment. (Severance pay received
      following termination of employment is always excluded for purposes of
      contributions.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	Note: If the Employer
      selects an option, other than (1) above, with respect to Nonelective
      Employer Contributions, Compensation must be tested to show that it meets
      the requirements of Code Section 414(s) or the allocations must be tested
      to show that they meet the general test under regulations issued under
      Code Section 401(a)(4). These exclusions shall not apply for purposes of
      the “Top-Heavy” requirements in Section 15.03, for allocating safe harbor
      Matching Employer Contributions if Subsection 1.11(a)(3) is selected, for
      allocating safe harbor Nonelective Employer Contributions if Subsection
      1.12(a)(3) is selected, or for allocating non-safe harbor Nonelective
      Employer Contributions if the Integrated Formula is elected in Subsection
      1.12(b)(2).
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              Compensation
      for the First Year of Participation - Contributions for the Plan
      Year in which an Employee first becomes a Participant shall be determined
      based on the Employee’s Compensation as provided below. (Complete by
      checking the appropriate boxes.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Compensation
      for the entire Plan Year. (Complete (A) below, if applicable, with regard
      to the initial Plan Year of the Plan.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              For
      purposes of determining the amount of Nonelective Employer Contributions,
      other than 401(k) Safe Harbor Nonelective Employer Contributions, for all
      Employees who become Active Participants during the initial Plan Year,
      Compensation for the 12-month period ending on the last day of the initial
      Plan Year shall be used.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              Only
      Compensation for the portion of the Plan Year in which the Employee is
      eligible to participate in the Plan. (Complete (A) below, if applicable,
      with regard to the initial Plan Year of the Plan.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              For
      purposes of determining the amount of Nonelective Employer Contributions,
      other than 401(k) Safe Harbor Nonelective Employer Contributions, for
      those Employees who become Active Participants on the Effective Date of
      the Plan, Compensation for the 12-month period ending on the last day of
      the initial Plan Year shall be used. For all other Employees, only
      Compensation for the period in which they are eligible shall be
      used.

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    
      	
              1.06

            	
              testing
      rules

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              ADP/ACP
      Present Testing Method - The testing method for purposes of
      applying the “ADP” and “ACP” tests described in Sections 6.03 and 6.06 of
      the Basic Plan Document shall be the (check one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              þ

            	
              Current Year Testing Method
      - The “ADP” or “ACP” of Highly Compensated Employees for the Plan
      Year shall be compared to the “ADP” or “ACP” of Non-Highly Compensated
      Employees for the same Plan Year. (Must
      choose if Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
      Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, with
      respect to Nonelective Employer Contributions is
      checked.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              Prior Year Testing Method -
      The “ADP” or “ACP” of Highly Compensated Employees for the Plan
      Year shall be compared to the “ADP” or “ACP” of Non-Highly Compensated
      Employees for the immediately preceding Plan Year. (Do not choose if Option 1.10(a)(1),
      alternative allocation formula for Qualified Nonelective
      Contributions.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Not
      applicable. (Only if
      Option 1.01(b)(3), Profit Sharing Only, is checked and Option 1.08(a)(1),
      Future Employee Contributions, and Option 1.11(a), Matching Employer
      Contributions, are not
      checked or Option 1.04(d)(2)(B), excluding all Highly Compensated
      Employees from the eligible class of Employees, is
      checked.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: Restrictions apply
      on elections to change testing methods.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              First Year
      Testing Method - If the first Plan Year that the Plan, other than a
      successor plan, permits Deferral Contributions or provides for either
      Employee or Matching Employer Contributions, occurs on or after the
      Effective Date specified in Subsection 1.01(g), the “ADP” and/or “ACP”
      test for such first Plan Year shall be applied using the actual “ADP”
      and/or “ACP” of Non-Highly Compensated Employees for such first Plan Year,
      unless otherwise provided below.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              The
      “ADP” and/or “ACP” test for the first Plan Year that the Plan permits
      Deferral Contributions or provides for either Employee or Matching
      Employer Contributions shall be applied assuming a 3% “ADP” and/or “ACP”
      for Non-Highly Compensated Employees. (Do not
      choose unless Plan uses prior year testing method described in Subsection
      1.06(a)(2).)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              HCE
      Determinations: Look Back Year - The look back year for purposes of
      determining which Employees are Highly Compensated Employees shall be the
      12-consecutive-month period preceding the Plan Year unless otherwise
      provided below.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Calendar Year Determination
      - The look back year shall be the calendar year beginning within
      the preceding Plan Year. (Do not
      choose if the Plan Year is the calendar year.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              HCE
      Determinations: Top Paid Group Election - All Employees with
      Compensation exceeding the dollar amount specified in Code Section
      414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) (e.g., $95,000
      for “determination years” beginning in 2005 and “look-back years”
      beginning in 2004) shall
      be considered Highly Compensated Employees, unless Top Paid Group Election
      below is checked.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Top Paid Group Election
      - Employees with Compensation exceeding the dollar amount specified
      in Code Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d)
      (e.g., $95,000 for “determination years” beginning in 2005 and “look-back
      years” beginning in 2004 shall be considered Highly Compensated Employees
      only if they are in the top paid group (the top 20% of Employees ranked by
      Compensation).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Note: Plan provisions
      for Sections 1.06(c) and 1.06(d) must apply consistently to all retirement
      plans of the Employer for determination years that begin with or within
      the same calendar year (except that Option 1.06(c)(1), Calendar Year
      Determination, shall not apply to calendar year
  plans).

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    
      	
              1.07

            	
              deferral
      contributions

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              þ

            	
              Deferral
      Contributions - Participants may elect to have a portion of their
      Compensation contributed to the Plan on a before-tax basis pursuant to
      Code Section 401(k). Pursuant to Subsection 5.03(a) of the Basic Plan
      Document, if Catch-Up Contributions are selected below, the Plan’s
      deferral limit is 75%, unless the Employer elects an alternative deferral
      limit in Subsection 1.07(a)(1)(A) below. If Catch-Up Contributions are
      selected below, and the Employer has specified a percentage in Subsection
      1.07(a)(1)(A) that is less than 75%, a Participant eligible to make
      Catch-Up Contributions shall (subject to the statutory limits in Treasury
      Regulation Section 1.414-1(b)(1)(i)) in any event be permitted to
      contribute in excess of the specified deferral limit up to 100% of the
      Participant’s “effectively available Compensation” (i.e., Compensation
      available after other withholding), as required by Treasury Regulation
      Section 1.414(v)-1(e)(1)(ii)(B).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              Regular Contributions -
      The Employer shall make a Deferral Contribution in accordance with Section
      5.03 of the Basic Plan Document on behalf of each Participant who has an
      executed salary reduction agreement in effect with the Employer for the
      payroll period in question. Such Deferral Contribution shall not exceed
      the deferral limit specified in Subsection 5.03(a) of the Basic Plan
      Document or in Subsection 1.07(a)(1)(A) below, as applicable. Check and
      complete the appropriate box(es), if any.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              þ

            	
              The
      deferral limit is 50%
      (must
      be a whole number multiple of one percent) of Compensation. (Unless a
      different deferral limit is specified, the deferral limit shall be 75%. If
      Option 1.07(a)(4), Catch-Up Contributions, is selected below, complete
      only if deferral limit is other than 75%.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              o

            	
              Instead
      of specifying a percentage of Compensation, a Participant’s salary
      reduction agreement may specify a dollar amount to be contributed each
      payroll period, provided such dollar amount does not exceed the maximum
      percentage of Compensation specified in Subsection 5.03(a) of the Basic
      Plan Document or in Subsection 1.07(a)(1)(A) above, as
      applicable.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (C)

            	 
      	
              A
      Participant may increase or decrease, on a prospective basis, his salary
      reduction agreement percentage or, if Roth 401(k) Contributions are
      selected in Subsection 1.07(a)(5) below, the portion of his Deferral
      Contributions designated as Roth 401(k) Contributions (check
      one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (i)

            	
              þ

            	
              as
      of the beginning of each payroll period.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (ii)

            	
              o

            	
              as
      of the first day of each month.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (iii)

            	
              o

            	
              as
      of each Entry Date.
      (Do not
      select if immediate entry is elected with respect to Deferral
      Contributions in Subsection 1.04(e).)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (iv)

            	
              o

            	
              as
      of the first day of each calendar quarter.

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	(v)	
              o

            	as
      of the first day of each Plan Year.
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (vi)

            	
              o

            	
              other.
      (Specify, but must be at least once per Plan Year).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              Note: Notwithstanding
      the Employer’s election hereunder, if Option 1.11(a)(3), 401(k) Safe
      Harbor Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe
      Harbor Formula, with respect to Nonelective Employer Contributions is
      checked, the Plan provides that an Active Participant may change his
      salary reduction agreement percentage for the Plan Year within a
      reasonable period (not fewer than 30 days) of receiving the notice
      described in Section 6.09 of the Basic Plan
  Document.

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    
      	 
      	 
      	 
      	
              (D)

            	 
      	
              A
      Participant may revoke, on a prospective basis, a salary reduction
      agreement at any time upon proper notice to the Administrator but in such
      case may not file a new salary reduction agreement until (check
      one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (i)

            	
              þ

            	
              the
      beginning of the next payroll period.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (ii)

            	
              o

            	
              the
      first day of the next month.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (iii)

            	
              o

            	
              the
      next Entry Date.
      (Do not
      select if immediate entry is elected with respect to Deferral
      Contributions in Subsection 1.04(e).)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (iv)

            	
              o

            	
              as
      of the first day of each calendar quarter.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (v)

            	
              o

            	
              as
      of the first day of each Plan Year.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (vi)

            	
              o

            	
              other.
      (Specify, but must be at least once per Plan Year).

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              Additional Deferral
      Contributions - The Employer shall allow a Participant upon
      proper notice and approval to enter into a special salary reduction
      agreement to make additional Deferral Contributions in an amount up to
      100% of their effectively available Compensation for the payroll period(s)
      designated by the Employer.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Bonus Contributions -
      The Employer shall allow a Participant upon proper notice and approval to
      enter into a special salary reduction agreement to make Deferral
      Contributions in an amount up to 100% of any Employer paid cash bonuses
      designated by the Employer on a uniform and nondiscriminatory basis that
      are made for such Participants during the Plan Year. The Compensation
      definition elected by the Employer in Subsection 1.05(a) must include
      bonuses if bonus contributions are permitted. Unless a Participant has
      entered into a special salary reduction agreement with respect to bonuses,
      the percentage deferred from any Employer paid cash bonus shall be (check
      (A) or (B) below):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              Zero.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              o

            	
              The
      same percentage elected by the Participant for his regular contributions
      in accordance with Subsection 1.07(a)(1) above or deemed to have been
      elected by the Participant in accordance with Option 1.07(a)(6)
      below.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: A Participant’s
      contributions under Subsection 1.07(a)(2) and/or (3) may not cause the
      Participant to exceed the percentage limit specified by the Employer in
      Subsection 1.07(a)(1)(A) for the full Plan Year. If the Administrator
      anticipates that the Plan will not satisfy the “ADP” and/or “ACP” test for
      the year, the Administrator may reduce the rate of Deferral Contributions
      of Participants who are Highly Compensated Employees to an amount
      objectively determined by the Administrator to be necessary to satisfy the
      “ADP” and/or “ACP” test.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (4)

            	
              þ

            	
              Catch-Up Contributions -
      The following Participants who have attained or are expected to attain age
      50 before the close of the calendar year will be permitted to make
      Catch-Up Contributions to the Plan, as described in Subsection 5.03(a) of
      the Basic Plan Document:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              þ

            	
              All
      such Participants.

            


    

    
      
        
          	 
      	 
      
	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

      

       

    

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    
      	 
      	 
      	 
      	
              (B)

            	
              o

            	
              All
      such Participants except those covered by a collective-bargaining
      agreement under which retirement benefits were a subject of good faith
      bargaining unless the bargaining agreement specifically provides for
      Catch-Up Contributions to be made on behalf of such
      Participants.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: The Employer must
      not
      select Option 1.07(a)(4) above unless all “applicable plans” (except any
      plan that is qualified under Puerto Rican law or that covers only
      employees who are covered by a collective bargaining agreement under which
      retirement benefits were a subject of good faith bargaining) maintained by
      the Employer and by any other employer that is treated as a single
      employer with the Employer under Code Section 414(b), (c), (m), or (o)
      also permit Catch-Up Contributions in the same dollar amount. An
      “applicable plan” is any 401(k) plan or any SIMPLE IRA plan, SEP, plan or
      contract that meets the requirements of Code Section 403(b), or Code
      Section 457 eligible governmental plan that provides for elective
      deferrals.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (5)

            	
              o

            	
              Roth 401(k) Contributions.
      Participants shall be permitted to irrevocably designate pursuant
      to Subsection 5.03(b) of the Basic Plan Document that a portion or all of
      the Deferral Contributions made under this Subsection 1.07(a) are Roth
      401(k) Contributions that are includable in the Participant’s gross income
      at the time deferred.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (6)

            	
              þ

            	
              Automatic
      Enrollment Contributions. Beginning on the effective date of this
      paragraph (6) (the “Automatic Enrollment Effective Date”) and subject to
      the remainder of this paragraph (6), unless an Eligible Employee
      affirmatively elects otherwise, his Compensation will be reduced by 3%
      (the “Automatic Enrollment Rate”), such percentage to be increased in
      accordance with Option 1.07(b) (if applicable), for each payroll period in
      which he is an Active Participant, beginning as indicated in Subsection
      1.07(a)(6)(A) below, and the Employer will make a pre-tax Deferral
      Contribution in such amount on the Participant’s behalf in accordance with
      the provisions of Subsection 5.03(c) of the Basic Plan Document (an
      “Automatic Enrollment Contribution”).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              With
      respect to an affected Participant, Automatic Enrollment Contributions
      will begin as soon as administratively feasible on or after (check
      one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              o

            	
              The
      Participant’s Entry Date.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (ii)

            	
              þ

            	
              30
      (minimum of 30) days following the Participant’s date of hire, but no
      sooner than the Participant’s Entry Date.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Within
      a reasonable period ending no later than the day prior to the date
      Compensation subject to the reduction would otherwise become available to
      the Participant, an Eligible Employee may make an affirmative election not
      to have Automatic Enrollment Contributions made on his behalf. If an
      Eligible Employee makes no such affirmative election, his Compensation
      shall be reduced and Automatic Enrollment Contributions will be made on
      his behalf in accordance with the provisions of this paragraph (6), and
      Option 1.07(b) if applicable, until such Active Participant elects to
      change or revoke such Deferral Contributions as provided in Subsection
      1.07(a)(1)(C) or (D). Automatic Enrollment Contributions shall be made
      only on behalf of Active Participants who are first hired by the Employer
      on or after the Automatic Enrollment Effective Date and do not have a
      Reemployment Commencement Date, unless otherwise provided
      below.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              þ

            	
              Additionally,
      unless such affected Participant affirmatively elects otherwise within the
      reasonable period established by the Plan Administrator, Automatic
      Enrollment Contributions will be made with respect to the Employees
      described below. (Check all that apply.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              þ

            	
              Inclusion of
      Previously Hired Employees. On the later of the date specified in
      Subsection 1.07(a)(6)(A) with regard to such Eligible Employee or as soon
      as administratively feasible on or after the 30th day following the
      Notification Date specified in Subsection 1.07(a)(6)(B)(i)(I) below,
      Automatic Enrollment Contributions will begin for the following Eligible
      Employees who were hired before the Automatic Enrollment Effective Date
      and have not had a Reemployment Commencement Date. (Complete (I), check
      (II) or (III), and complete (IV), if
  applicable.)

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    
      	 
      	 
      	 
      	 
      	 
      	
              (I)

            	
              Notification
      Date: 07/01/2010.
      (Date must be on or after the Automatic Enrollment Effective
      Date.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (II)

            	
              o

            	
              Unless
      otherwise elected in Subsection 1.07(a)(6)(B)(i)(IV) below, all such
      Employees who have never had a Deferral Contribution election in
      place.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (III)

            	
              þ

            	
              Unless
      otherwise elected in Subsection 1.07(a)(6)(B)(i)(IV) below, all such
      Employees who have never had a Deferral Contribution election in place and
      were hired by the Employer before the Automatic Enrollment Effective Date,
      but on or after the following date: 05/24/2010.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (IV)

            	
              o

            	
              In
      addition to the group of Employees elected in Subsection
      1.07(a)(6)(B)(i)(II) or (III) above, any Employee described in Subsection
      1.07(a)(6)(B)(i)(II) or (III) above, as applicable, even if he has had a
      Deferral Contribution election in place previously, provided he is not
      suspended from making Deferral Contributions pursuant to the Plan and has
      a deferral rate of zero on the Notification Date.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (ii)

            	
              þ

            	
              Inclusion of Rehired
      Employees. Unless otherwise stated herein, each Eligible Employee
      having a Reemployment Commencement Date on the date indicated in
      Subsection 1.07(a)(6)(A) above. If Subsection 1.07(a)(6)(B)(i)(III) is
      selected, only such Employees with a Reemployment Commencement on or after
      the date specified in Subsection 1.07(a)(6)(B)(i)(III) will be
      automatically enrolled. If Subsection 1.07(a)(6)(B)(i) is not selected,
      only such Employees with a Reemployment Commencement on or after the
      Automatic Enrollment Effective Date will be automatically enrolled. If
      Subsection 1.07(a)(6)(A)(ii) has been elected above, for purposes of
      Subsection 1.07(a)(6)(A) only, such Employee’s Reemployment Commencement
      Date will be treated as his date of hire.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              o

            	
              Automatic
      Deferral Increase: (Choose only if Automatic Enrollment Contributions are
      selected in Option 1.07(a)(6) above) - Unless an Eligible Employee
      affirmatively elects otherwise after receiving appropriate notice,
      Deferral Contributions for each Active Participant having Automatic
      Enrollment Contributions made on his behalf shall
      be increased annually by the whole percentage of Compensation stated in
      Subsection 1.07(b)(1) below until the deferral percentage stated in
      Subsection 1.07(a)(1) is reached (except that the increase will be limited
      to only the percentage needed to reach the limit stated in Subsection
      1.07(a)(1), if applying the percentage in Subsection 1.07(b)(1) would
      exceed the limit stated in Subsection 1.07(a)(1)), unless the Employer has
      elected a lower percentage limit in Subsection 1.07(b)(2)
      below.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (1)

            	
              Increase
      by _____% (not to exceed 10%) of
      Compensation. Such increased Deferral Contributions shall be pre-tax
      Deferral Contributions.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (2)

            	
              o

            	
              Limited
      to ____________% of
      Compensation (not to
      exceed the percentage indicated in Subsection
      1.07(a)(1)).

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    
      	 
      	 
      	 
      	
              (3)

            	
              Notwithstanding
      the above, the automatic deferral increase shall not apply to a
      Participant within the first six months following the date upon which
      Automatic Enrollment Contributions begin for such
    Participant.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.08

            	
              employee
      contributions (after tax-contributions)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              o

            	
              Future
      Employee Contributions - Participants may
      make voluntary, non-deductible, after-tax Employee Contributions pursuant
      to Section 5.04 of the Basic Plan Document. The Employee Contribution made
      on behalf of an Active Participant each payroll period shall not exceed
      the contribution limit specified in Subsection 1.08(a)(1)
      below.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              The
      contribution limit is _____% (must be a
      whole number multiple of one percent) of
    Compensation.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              þ

            	
              Frozen
      Employee Contributions - Participants may not
      currently make after-tax Employee Contributions to the Plan, but the
      Employer does maintain frozen Employee Contributions
    Accounts.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.09

            	
              rollover
      contributions

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              þ

            	
              Rollover
      Contributions - Employees may roll over eligible amounts from other
      qualified plans to the Plan subject to the additional following
      requirements:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	o	
              The
      Plan will not accept rollovers of after-tax employee
      contributions.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	
              (2)

            	þ	
              The
      Plan will not accept rollovers of designated Roth contributions. (Must be
      selected if Roth 401(k) Contributions are not elected in Subsection
      1.07(a)(5).)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.10

            	
              qualified
      nonelective employer contributions

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Qualified
      Nonelective Employer Contributions – If any of the following
      Options is checked: 1.07(a), Deferral Contributions, 1.08(a)(1), Future
      Employee Contributions or 1.11(a), Matching Employer Contributions, the
      Employer may contribute an amount which it designates as a Qualified
      Nonelective Employer Contribution to be included in the “ADP” or “ACP”
      test. Unless otherwise provided below, Qualified Nonelective Employer
      Contributions shall be allocated to all Participants who were eligible to
      participate in the Plan at any time during the Plan Year and are
      Non-Highly Compensated Employees in the ratio which each such
      Participant’s “testing compensation”, as defined in Subsection 6.01(r) of
      the Basic Plan Document, for the Plan Year bears to the total of all such
      Participants’ “testing compensation” for the Plan Year.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Qualified
      Nonelective Employer Contributions shall be allocated only among those
      Participants who are Non-Highly Compensated Employees and are designated
      by the Employer as eligible to receive a Qualified Nonelective Employer
      Contribution for the Plan Year. The amount of the Qualified Nonelective
      Employer Contribution allocated to each such Participant shall be as
      designated by the Employer, but not in excess of the “regulatory maximum.”
      The “regulatory maximum” means 5% (10% for Qualified Nonelective
      Contributions made in connection with the Employer’s obligation to pay
      prevailing wages under the Davis-Bacon Act) of the “testing compensation”
      for such Participant for the Plan Year. The “regulatory maximum” shall
      apply separately with respect to Qualified Nonelective Contributions to be
      included in the “ADP” test and Qualified Nonelective Contributions to be
      included in the “ACP” test. (Cannot be
      selected if the Employer has elected prior year testing in Subsection
      1.06(a)(2).)

            


    

     

    
      
        	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    
      	
              1.11

            	
              matching
      employer contributions

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              þ

            	
              Matching
      Employer Contributions - The Employer shall make Matching Employer
      Contributions on behalf of each of its “eligible” Participants as provided
      in this Section 1.11. For purposes of this Section 1.11, an “eligible”
      Participant means any Participant who is an Active Participant during the
      Contribution Period and who satisfies the requirements of Subsection
      1.11(e) or Section 1.13. (Check one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Non-Discretionary Matching
      Employer Contributions - The Employer shall make a Matching
      Employer Contribution on behalf of each “eligible” Participant in an
      amount equal to the following percentage of the eligible contributions
      made by the “eligible” Participant during the Contribution Period
      (complete all that apply):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              Flat
      Percentage Match:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              _______% to all “eligible”
      Participants.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              o

            	
              Tiered
      Match: ______% of the first
      ______% of the “eligible” Participant’s Compensation contributed to the
      Plan,

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              ______%
      of the next ______% of the “eligible” Participant’s Compensation
      contributed to the Plan,

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              ______%
      of the next ______% of the “eligible” Participant’s Compensation
      contributed to the Plan.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              Note: The group of
      “eligible” Participants benefiting under each match rate must satisfy the
      nondiscriminatory coverage requirements of Code Section
      410(b).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (C)

            	
              o

            	
              Limit
      on Non-Discretionary Matching Employer Contributions (check the
      appropriate box(es)):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              o

            	
              Contributions
      in excess of______%
      of the “eligible” Participant’s Compensation for the Contribution Period
      shall not be considered for non-discretionary Matching Employer
      Contributions.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              Note: If the Employer
      elected a percentage limit in (i) above and requested the Trustee to
      account separately for matched and unmatched Deferral and/or Employee
      Contributions made to the Plan, the non-discretionary Matching Employer
      Contributions allocated to each “eligible” Participant must be computed,
      and the percentage limit applied, based upon each payroll
      period.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (ii)

            	
              o

            	
              Matching
      Employer Contributions for each “eligible” Participant for each Plan Year
      shall be limited to $______.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              Discretionary Matching Employer
      Contributions - The Employer may make a discretionary Matching
      Employer Contribution on behalf of each “eligible” Participant in
      accordance with Section 5.08 of the Basic Plan Document in an amount equal
      to a percentage of the eligible contributions made by each “eligible”
      Participant during the Contribution Period. Discretionary Matching
      Employer Contributions may be limited to match only contributions up to a
      specified percentage of Compensation or limit the amount of the match to a
      specified dollar amount.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              Note: If the Matching
      Employer Contribution made in accordance with this Subsection
      1.11(a)(2) matches
      different percentages of contributions for different groups of “eligible”
      Participants, it may need to be tested to show that it meets the
      requirements of Code Section 401(a)(4), nondiscrimination in benefits,
      rights, and features.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              4%
      Limitation on Discretionary Matching Employer Contributions for Deemed
      Satisfaction of “ACP” Test - In no event may the dollar amount of the
      discretionary Matching Employer Contribution made on an “eligible”
      Participant’s behalf for the Plan Year exceed 4% of the “eligible”
      Participant’s Compensation for the Plan Year. (Only if
      Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective
      Employer Contributions is
checked.)

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    
      	 
      	 
      	
              (3)

            	
              o

            	
              401(k) Safe Harbor Matching
      Employer Contributions - If the Employer elects one of the safe
      harbor formula Options provided in the 401(k) Safe Harbor Matching
      Employer Contributions Addendum to the Adoption Agreement and provides
      written notice each Plan Year to all Active Participants of their rights
      and obligations under the Plan, the Plan shall be deemed to satisfy the
      “ADP” test and, under certain circumstances, the “ACP” test. (Only if
      Option 1.07(a), Deferral Contributions is
  checked.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              o

            	
              Additional
      Matching Employer Contributions - The Employer may at Plan Year end
      make an additional Matching Employer Contribution on behalf of each
      “eligible” Participant in an amount equal to a percentage of the eligible
      contributions made by each “eligible” Participant during the Plan Year.
      (Only
      if Option 1.11(a)(1) or (3) is checked.) The additional Matching
      Employer Contribution may be limited to match only contributions up to a
      specified percentage of Compensation or limit the amount of the match to a
      specified dollar amount.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: If the additional
      Matching Employer Contribution made in accordance with this Subsection
      1.11(b) matches different percentages of contributions for different
      groups of “eligible” Participants, it may need to be tested to show that
      it meets the requirements of Code Section 401(a)(4), nondiscrimination in
      benefits, rights, and features.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              4% Limitation on additional
      Matching Employer Contributions for Deemed Satisfaction of “ACP” Test
      - In no event may the dollar amount of the additional Matching
      Employer Contribution made on an “eligible” Participant’s behalf for the
      Plan Year exceed 4% of the “eligible” Participant’s Compensation for the
      Plan Year.(Only if
      Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or
      Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective
      Employer Contributions is checked.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: If the Employer
      elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
      Contributions, above and wants to be deemed to have satisfied the “ADP”
      test, the additional Matching Employer Contribution must meet the
      requirements of Section 6.09 of the Basic Plan Document. In addition to
      the foregoing requirements, if the Employer elected Option 1.11(a)(3),
      401(k) Safe Harbor Matching Employer Contributions, or Option 1.12(a)(3),
      401(k) Safe Harbor Formula, with respect to Nonelective Employer
      Contributions, and wants to be deemed to have satisfied the “ACP” test
      with respect to Matching Employer Contributions for the Plan Year, the
      eligible contributions matched may not exceed the limitations in Section
      6.10 of the Basic Plan Document.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              Contributions
      Matched - The Employer matches the following contributions (check
      appropriate box(es)):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              Deferral Contributions -
      Deferral Contributions made to the Plan are matched at the rate specified
      in this Section 1.11. Catch-Up Contributions are not matched unless the
      Employer elects Option 1.11(c)(1)(A) below.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              Catch-Up
      Contributions made to the Plan pursuant to Subsection 1.07(a)(4) are
      matched at the rates specified in this Section 1.11.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              Note: Notwithstanding
      the above, if the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor
      Matching Employer Contributions, Deferral Contributions shall be matched
      at the rate specified in the 401(k) Safe Harbor Matching Employer
      Contributions Addendum to the Adoption Agreement without regard to whether
      they are Catch-Up Contributions.

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              (d)

            	
              Contribution
      Period for Matching Employer Contributions - The Contribution
      Period for purposes of calculating the amount of Matching Employer
      Contributions is:

            
	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              each
      calendar month.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              each
      Plan Year quarter.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              each
      Plan Year.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (4)

            	
              þ

            	
              each
      payroll period.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              The
      Contribution Period for additional Matching Employer Contributions
      described in Subsection 1.11(b) is the Plan Year.

            
	 	 	 
	 	 	Note: If Matching
      Employer Contributions are made more frequently than for the Contribution
      Period selected above, the Employer must calculate the Matching Employer
      Contribution required with respect to the full Contribution Period, taking
      into account the “eligible” Participant’s contributions and Compensation
      for the full Contribution Period, and contribute any additional Matching
      Employer Contributions necessary to “true up” the Matching Employer
      Contribution so that the full Matching Employer Contribution is made for
      the Contribution Period.
	 
      	 
      	 
      
	 
      	
              (e)

            	
              Continuing
      Eligibility Requirement(s) - A Participant who is an Active
      Participant during a Contribution Period and makes eligible contributions
      during the Contribution Period shall only be entitled to receive Matching
      Employer Contributions under Section 1.11 for that Contribution Period if
      the Participant satisfies the following requirement(s) (Check the
      appropriate box(es). Options (3) and (4) may not be elected together;
      Option (5) may not be elected with Option (2), (3), or (4); Options (2),
      (3), (4), (5), and (7) may not be elected with respect to Matching
      Employer Contributions if Option 1.11(a)(3), 401(k) Safe Harbor Matching
      Employer Contributions, is checked or if Option 1.12(a)(3), 401(k) Safe
      Harbor Formula, with respect to Nonelective Employer Contributions is
      checked and the Employer intends to satisfy the Code Section 401(m)(11)
      safe harbor with respect to Matching Employer
    Contributions):

            
	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              þ

            	
              No
      requirements.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              Is
      employed by the Employer or a Related Employer on the last day of the
      Contribution Period.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Earns
      at least 501 Hours of Service during the Plan Year. (Only if
      the Contribution Period is the Plan Year.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (4)

            	
              o

            	
              Earns
      at least _____ (not to exceed 1,000)
      Hours of Service during the Plan Year. (Only if
      the Contribution Period is the Plan Year.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (5)

            	
              o

            	
              Either
      earns at least 501 Hours of Service during the Plan Year or is employed by
      the Employer or a Related Employer on the last day of the Plan Year. (Only if
      the Contribution Period is the Plan Year.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (6)

            	
              o

            	
              Is
      not a Highly Compensated Employee for the Plan Year.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (7)

            	
              o

            	
              Is
      not a partner or a member of the Employer, if the Employer is a
      partnership or an entity taxed as a partnership.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (8)

            	
              o

            	
              Special
      continuing eligibility requirement(s) for additional Matching Employer
      Contributions. (Only if
      Option 1.11(b), Additional Matching Employer Contributions, is
      checked.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              The
      continuing eligibility requirement(s) for additional Matching Employer
      Contributions is/are: (Fill in number of applicable eligibility
      requirement(s) from above. Options (2), (3), (4), (5), and (7) may not be
      elected with respect to additional Matching Employer Contributions if
      Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, is
      checked or if Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect
      to Nonelective Employer Contributions is checked and the Employer intends
      to satisfy the Code Section 401(m)(11) safe harbor with respect to
      Matching Employer Contributions.)

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    
      	 
      	 
      	
              Note: If Option (2),
      (3), (4), or (5) is adopted during a Contribution Period, such Option
      shall not become effective until the first day of the next Contribution
      Period. Matching Employer Contributions attributable to the Contribution
      Period that are funded during the Contribution Period shall not be subject
      to the eligibility requirements of Option (2), (3), (4), or (5). If Option
      (2), (3), (4), (5), or (7) is elected with respect to any Matching
      Employer Contributions and if Option 1.12(a)(3), 401(k) Safe Harbor
      Formula, is also elected, the Plan will not be deemed to satisfy the “ACP”
      test in accordance with Section 6.10 of the Basic Plan Document and will
      have to pass the “ACP” test each year.

            
	 
      	 
      	 
      
	 
      	
              (f)

            	
              þ

            	
              Qualified
      Matching Employer Contributions - Prior to making any Matching
      Employer Contribution hereunder (other than a 401(k) Safe Harbor Matching
      Employer Contribution), the Employer may designate all or a portion of
      such Matching Employer Contribution as a Qualified Matching Employer
      Contribution that may be used to satisfy the “ADP” test on Deferral
      Contributions and excluded in applying the “ACP” test on Employee and
      Matching Employer Contributions. Unless the additional eligibility
      requirement is selected below, Qualified Matching Employer Contributions
      shall be allocated to all Participants who
      were Active Participants during the Contribution Period and who meet the
      continuing eligibility requirement(s) described in Subsection 1.11(e)
      above for the type of Matching Employer Contribution being characterized
      as a Qualified Matching Employer Contribution.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              þ

            	
              To
      receive an allocation of Qualified Matching Employer Contributions a
      Participant must also be a Non-Highly Compensated Employee for the Plan
      Year.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: Qualified Matching
      Employer Contributions may not be excluded in applying the “ACP” test for
      a Plan Year if the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor
      Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor
      Formula, with respect to Nonelective Employer Contributions, and the “ADP”
      test is deemed satisfied under Section 6.09 of the Basic Plan Document for
      such Plan Year.

            
	 
      	 
      	 
      
	
              1.12

            	
              nonelective
      employer contributions

            
	 
      	 
      
	 
      	
              If
      (a) or (b) is elected below, the Employer may make Nonelective Employer
      Contributions on behalf of each of its “eligible” Participants in
      accordance with the provisions of this Section 1.12. For purposes of this
      Section 1.12, an “eligible” Participant means a Participant who is an
      Active Participant during the Contribution Period and who satisfies the
      requirements of Subsection 1.12(d) or Section 1.13.

            
	 
      	 
      
	 
      	
              Note: An Employer may
      elect both a fixed formula and a discretionary formula. If both are
      selected, the discretionary formula shall be treated as an additional
      Nonelective Employer Contribution and allocated separately in accordance
      with the allocation formula selected by the Employer.

            
	 
      	 
      
	 
      	
              (a)

            	
              o

            	
              Fixed
      Formula (check one or more):

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Fixed Percentage Employer
      Contribution - For each Contribution Period, the Employer shall
      contribute for each “eligible” Participant a percentage of such “eligible”
      Participant’s Compensation equal to):

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              _____ % (not to exceed 25%) to
      all “eligible” Participants.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: The allocation
      formula in Option 1.12(a)(1)(A) above generally satisfies a design-based
      safe harbor pursuant to the regulations under Code Section
      401(a)(4).

            
	 
      	 
      	 
      	 
      
	 	 	
              (2)

            	o	
              Fixed Flat Dollar Employer
      Contribution - The Employer shall contribute for each “eligible”
      Participant an amount equal to:

            
	 	 	 	 	 
	 
      	 
      	 
      	
              (A)

            	
              $_____ to all “eligible”
      Participants. (Complete (i) below).

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    
      	 
      	 
      	 
      	 
      	
              (i)

            	
              The
      contribution amount is based on an “eligible” Participant’s service for
      the following period (check one of the following):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (I)

            	
              o

            	
              Each
      paid hour.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (II)

            	
              o

            	
              Each
      Plan Year.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (III) 

            	
              o

            	
              Other:
      ______________________________ (must be a
      period within the Plan Year that does not exceed one week and is uniform
      with respect to all “eligible” Participants).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: The allocation
      formula in Option 1.12(a)(2)(A) above generally satisfies a design-based
      safe harbor pursuant to the regulations under Code Section
      401(a)(4).

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              401(k) Safe Harbor Formula
      - The Nonelective Employer Contribution specified in the 401(k)
      Safe Harbor Nonelective Employer Contributions Addendum is intended to
      satisfy the safe harbor contribution requirements under Sections 401(k)
      and 401(m) of the Code such that the “ADP” test (and, under certain
      circumstances, the “ACP” test) is deemed satisfied. Please complete the
      401(k) Safe Harbor Nonelective Employer Contributions Addendum to the
      Adoption Agreement. (Choose
      only if Option 1.07(a), Deferral Contributions is
      checked.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              þ

            	
              Discretionary
      Formula - The Employer may decide each Contribution Period whether
      to make a discretionary Nonelective Employer Contribution on behalf of
      “eligible” Participants in accordance with Section 5.10 of the Basic Plan
      Document.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Non-Integrated Allocation
      Formula - In the ratio that each “eligible” Participant’s
      Compensation bears to the total Compensation paid to all “eligible”
      Participants for the Contribution Period.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              Integrated Allocation Formula
      - As (1) a percentage of each “eligible” Participant’s Compensation
      plus (2) a percentage of each “eligible” Participant’s Compensation in
      excess of the “integration level” as defined below. The percentage of
      Compensation in excess of the “integration level” shall be equal to the
      lesser of the percentage of the “eligible” Participant’s Compensation
      allocated under (1) above or the “permitted disparity limit” as defined
      below.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: An Employer that
      has elected Option 1.12(a)(3), 401(k) Safe Harbor Formula, may not take
      Nonelective Employer Contributions made to satisfy the 401(k) safe harbor
      into account in applying the integrated allocation formula described
      above.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              “Integration
      level” means the Social Security taxable wage base for the Plan Year,
      unless the Employer elects a lesser amount in (i) or (ii)
      below.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              _____% (not to exceed 100%) of
      the Social Security taxable wage base for the Plan Year,
  or

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (ii)

            	
              $_____  (not to exceed the
      Social Security taxable wage base).

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              “Permitted
      disparity limit” means the percentage provided by the following
      table:

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          17

          
            

          

        

        
           


        

      

    

     

    
      	
              The
      “Integration Level”

              is
      ___% of the

              Taxable
      Wage Base

            	
              The
      “Permitted

              Disparity

              Limit”
      is

            
	
              20%
      or less

            	
              5.7%

            
	
              More
      than 20%, but not more than 80%

            	
              4.3%

            
	
              More
      than 80%, but less than 100%

            	
              5.4%

            
	
              100%

            	
              5.7%

            


    

     

    
      	 
      	 
      	 
      	
              Note: An Employer who
      maintains any other plan that provides for Social Security Integration
      (permitted disparity) may not elect Option 1.12(b)(2).

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              þ

            	
              see
      Additional Provisions Addendum.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              Contribution
      Period for Nonelective Employer Contributions - The Contribution
      Period for purposes of calculating the amount of Nonelective Employer
      Contributions is the Plan Year, unless the Employer elects another
      Contribution Period below. Regardless of any selection made below, the
      Contribution Period for 401(k) Safe Harbor Nonelective Employer
      Contributions under Option 1.12(a)(3) or Nonelective Employer
      Contributions allocated under an integrated formula selected under Option
      1.12(b)(2) is the Plan Year.

            
	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              each
      calendar month.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              each
      Plan Year quarter.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              each
      payroll period.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: If Nonelective
      Employer Contributions are made more frequently than for the Contribution
      Period selected above, the Employer must calculate the Nonelective
      Employer Contribution required with respect to the full Contribution
      Period, taking into account the “eligible” Participant’s Compensation for
      the full Contribution Period, and contribute any additional Nonelective
      Employer Contributions necessary to “true up” the Nonelective Employer
      Contribution so that the full Nonelective Employer Contribution is made
      for the Contribution Period.

            
	 
      	 
      	 
      
	 
      	
              (d)

            	
              Continuing
      Eligibility Requirement(s) - A Participant shall only be entitled
      to receive Nonelective Employer Contributions for a Plan Year under this
      Section 1.12 if the Participant is an Active Participant during the Plan
      Year and satisfies the following requirement(s) (Check the appropriate
      box(es) - Options (3) and (4) may not be elected together; Option (5) may
      not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5),
      and (7) may not be elected with respect to Nonelective Employer
      Contributions under the fixed formula if Option 1.12(a)(3), 401(k) Safe
      Harbor Formula, is checked):

            
	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              No
      requirements.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              Is
      employed by the Employer or a Related Employer on the last day of the
      Contribution Period.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Earns
      at least 501 Hours of Service during the Plan Year. (Only if
      the Contribution Period is the Plan Year.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (4)

            	
              þ

            	
              Earns
      at least 1000
      (not to exceed
      1,000) Hours of Service during the Plan Year. (Only if
      the Contribution Period is the Plan
  Year.)

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          18

          
            

          

        

        
           


        

      

    

    


    
      	 
      	 
      	
              (5)

            	
              o

            	
              Either
      earns at least 501 Hours of Service during the Plan Year or is employed by
      the Employer or a Related Employer on the last day of the Plan Year. (Only if
      the Contribution Period is the Plan Year.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (6)

            	
              o

            	
              Is
      not a Highly Compensated Employee for the Plan Year.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (7)

            	
              o

            	
              Is
      not a partner or a member of the Employer, if the Employer is a
      partnership or an entity taxed as a partnership.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (8)

            	
              o

            	
              Special
      continuing eligibility requirement(s) for discretionary Nonelective
      Employer Contributions. (Only if both Options 1.12(a) and (b) are
      checked.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              The
      continuing eligibility requirement(s) for discretionary Nonelective
      Employer Contributions is/are: _____ (Fill in number of
      applicable eligibility requirement(s) from above.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: If Option (2) (3),
      (4), or (5) is adopted during a Contribution Period, such Option shall not
      become effective until the first day of the next Contribution Period. Nonelective
      Employer Contributions attributable to the Contribution Period that are
      funded during the Contribution Period shall not be subject to the
      eligibility requirements of Option (2), (3), (4), or
  (5).

            
	 
      	 
      	 
      
	
              1.13

            	
              exceptions
      to continuing eligibility requirements

            
	 
      	 
      
	 
      	
              þ

            	
              Death, Disability, and
      Retirement Exceptions - All Participants who become disabled, as
      defined in Section 1.15, retire, as provided in Subsection 1.14(a), (b),
      or (c), or die are excepted from any last day or Hours of Service
      requirement.

            
	 
      	 
      	 
      
	
              1.14

            	
              retirement

            
	 
      	 
      
	 
      	
              (a)

            	
              The Normal
      Retirement Age under the Plan is (check one):

            
	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              þ

            	
              age
      65.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              age
      _____ (specify between 55 and 64).

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              later
      of age _____ (not to exceed 65) or
      _____ the (not to exceed 5th)
      anniversary of the Participant’s Employment Commencement
    Date.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              o

            	
              The Early
      Retirement Age is the date the Participant attains age _____  (specify
      55 or greater) and completes _____  years
      of Vesting Service.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: If this Option is
      elected, Participants who are employed by the Employer or a Related
      Employer on the date they reach Early Retirement Age shall be 100% vested
      in their Accounts under the Plan.

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              þ

            	
              A
      Participant who becomes disabled, as defined in Section 1.15, is eligible
      for disability retirement.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: If this Option is
      elected, Participants who are employed by the Employer or a Related
      Employer on the date they become disabled shall be 100% vested in their
      Accounts under the Plan. Pursuant to Section 11.03 of the Basic Plan
      Document, a Participant is not considered to be disabled until he
      terminates his employment with the Employer.

            
	 
      	 
      	 
      
	
              1.15

            	
              definition
      of disabled

            
	 
      	 
      
	 
      	
              A
      Participant is disabled if he/she meets any of the requirements selected
      below (check the appropriate box(es)):

            
	 
      	 
      
	 
      	
              (a)

            	
              o

            	
              The
      Participant satisfies the requirements for benefits under the Employer’s
      long-term disability plan.

            
	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              þ

            	
              The
      Participant satisfies the requirements for Social Security disability
      benefits.

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              (c)

            	
              þ

            	
              The
      Participant is determined to be disabled by a physician approved by the
      Employer.

            
	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              þ

            	
              see
      Additional Provisions Addendum.

            
	 
      	 
      	 
      	 
      
	
              1.16

            	
              vesting

            
	 
      	 
      
	 
      	
              A
      Participant’s vested interest in Matching Employer Contributions and/or
      Nonelective Employer Contributions, other than 401(k) Safe Harbor Matching
      Employer and/or 401(k) Safe Harbor Nonelective Employer Contributions
      elected in Subsection 1.11(a)(3) or 1.12(a)(3), shall be based upon his
      years of Vesting Service and the schedule selected in Subsection 1.16(c)
      below, except as provided in Subsection 1.16(d) or (e) below and the
      Vesting Schedule Addendum to the Adoption Agreement or as provided in
      Subsection 1.22(c).

            
	 
      	 
      
	 
      	
              (a)

            	
              When years
      of Vesting Service are determined, the elapsed time method shall be
      used.

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              o

            	
              Years of
      Vesting Service shall exclude service prior to the Plan’s original
      Effective Date as listed in Subsection 1.01(g)(1) or Subsection
      1.01(g)(2), as applicable.

            
	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              Vesting
      Schedule(s)

            


    

     

    
      	 
      	
              (1)

            	
              Nonelective
      Employer Contributions (check one):

            	 
      	
              (2)

            	Matching
      Employer Contributions (check
      one):
	 
      	 
      	 
      	 
      	 	 
      	 
      
	 
      	 
      	
              (A)

            	
              o

            	
              N/A
      - No Nonelective Employer Contributions other than 401(k) Safe Harbor
      Nonelective Employer Contributions

            	 
      	 	
              (A)

            	
              o

            	
              N/A
      – No Matching Employer Contributions other than 401(k) Safe Harbor
      Matching Employer Contributions

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      	 
      
	 
      	 
      	
              (B)

            	
              o

            	
              100%
      Vesting immediately

            	 
      	 	
              (B)

            	
              o

            	
              100%
      Vesting immediately

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      	 
      
	 
      	 
      	
              (C)

            	
              o

            	
              3
      year cliff (see C
      below)

            	 
      	 	
              (C)

            	
              o

            	
              3
      year cliff (see C
      below)

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      	 
      
	 
      	 
      	
              (D)

            	
              o

            	
              6
      year graduated (see D below)

            	 
      	 	
              (D)

            	
              o

            	
              6
      year graduated (see D below)

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 	 
      	 
      	 
      	 
      
	 
      	 
      	
              (E)

            	
              þ

            	
              Other
      vesting (complete E1
below)

            	 
      	 	
              (E)

            	
              þ

            	
              Other
      vesting (complete E2
below)

            	 
      


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          20

          
            

          

        

        
           


        

      

    

     

    
      	
              Years
      of Vesting

              Service

            	
              Applicable
      Vesting Schedule(s)

            
	 
      	
              C

            	
              D

            	
              E1

            	
              E2

            
	
              0

            	
              0%

            	
              0%

            	
              0.00%

            	
              0.00%

            
	
              1

            	
              0%

            	
              0%

            	
              10.00%

            	
              10.00%

            
	
              2

            	
              0%

            	
              20%

            	
              20.00%

            	
              20.00%

            
	
              3

            	
              100%

            	
              40%

            	
              40.00%

            	
              40.00%

            
	
              4

            	
              100%

            	
              60%

            	
              60.00%

            	
              60.00%

            
	
              5

            	
              100%

            	
              80%

            	
              80.00%

            	
              80.00%

            
	
              6
      or more

            	
              100%

            	
              100%

            	
              100.00%

            	
              100%

            


    

     

    Note: A schedule elected under
E1 or E2 above must be at least as favorable as one of the schedules in C or D
above.

     

    Note: If the vesting schedule
is amended and a Participant’s vested interest calculated using the amended
vesting schedule is less in any year than the Participant’s vested interest
calculated under the Plan’s vesting schedule in effect immediately before the
amendment, the amended vesting schedule shall apply only to Employees hired on
or after the effective date of the amendment. Please select paragraph (e) below
and complete Section (b) of the Vesting Schedule Addendum to the Adoption
Agreement describing the vesting schedule in effect for Employees hired before
the effective date of the amendment.

     

    Note: If the vesting schedule
is amended, the amended vesting schedule shall apply only to Participants who
are Active Participants on or after the effective date of the amendment not
subject to the prior vesting schedule as provided in the preceding Note.
Participants who are not Active Participants on or after that date shall be
subject to the prior vesting schedule. Please select paragraph (e) below and
complete Section (b) of the Vesting Schedule Addendum to the Adoption Agreement
describing the prior vesting schedule.

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          21

          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              (d)

            	
              o

            	 
      	
              A less
      favorable vesting schedule than the vesting schedule selected in
      1.16(c)(2) above applies to Matching Employer Contributions made for Plan
      Years beginning before the EGTRRA effective date. Please complete
      Section (a) of the Vesting Schedule Addendum to the Adoption
      Agreement.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (e)

            	
              þ

            	 
      	
              A vesting
      schedule or schedules different from the vesting schedule(s) selected
      above applies to certain Participants. Please complete
      Section (b) of the Vesting Schedule Addendum to the Adoption
      Agreement.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (f)

            	
              Application
      of Forfeitures
      - If a Participant forfeits any portion of his non-vested Account
      balance as provided in Section 6.02, 6.04, 6.07, or 11.08 of the Basic
      Plan Document, any portion of such forfeitures not used to pay Plan
      administrative expenses in accordance with Section 11.09 of the Basic Plan
      Document shall be applied to reduce Employer Contributions unless
      otherwise specified below:

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Forfeitures
      attributable to the following contributions shall be allocated among the
      Accounts of eligible Participants otherwise eligible to receive an
      allocation of Nonelective Employer Contributions pursuant to Section 1.12
      in the manner described in Section 1.12(b)(1) (regardless of whether the
      Employer has selected Option 1.12(b)(1)).

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              Matching
      Employer Contributions.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              o

            	
              Nonelective
      Employer Contributions.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.17

            	
              predecessor
      employer service

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              o

            	
              For
      the following purposes, the following entities shall be treated as
      predecessor employers:

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Eligibility
      Service, as described in Subsection 1.04(b), shall include service with
      the following predecessor employer(s):

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 	
               

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              Vesting
      Service, as described in Subsection 1.16(a), shall include service with
      the following predecessor employer(s):

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 	
               

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.18

            	
              participant
      loans

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              o

            	
              Participant
      loans are allowed in accordance with Article 9 and loan procedures
      outlined in the Service Agreement.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.19

            	
              in-service
      withdrawals

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Participants
      may make withdrawals prior to termination of employment under the
      following circumstances (check the appropriate
      box(es)):

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              þ

            	
              Hardship
      Withdrawals - Hardship withdrawals
      shall be allowed in accordance with Section 10.05 of the Basic Plan
      Document, subject to a $500 minimum amount.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              Hardship
      withdrawals will be permitted from:

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              þ

            	
              A
      Participant’s Deferral Contributions Account
  only.

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    
      	 
      	 
      	 
      	
              (B)

            	
              o

            	
              The
      Accounts specified in the In-Service Withdrawals Addendum. Please complete
      Section (c) of the In-Service Withdrawals Addendum.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              þ

            	
              Age 59
      1/2 -
      Participants shall be entitled to receive a distribution of all or any
      portion of the following Accounts upon attainment of age 59 1/2 (check
      one):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Deferral
      Contributions Account.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              All
      vested Account balances.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              Withdrawal
      of Employee Contributions and Rollover Contributions

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              Unless
      otherwise provided below, Employee Contributions may be withdrawn in
      accordance with Section 10.02 of the Basic Plan Document at any
      time.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              Employees
      may not make withdrawals of Employee Contributions more frequently
      than:

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
               

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
               

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              Rollover
      Contributions may be withdrawn in accordance with Section 10.03 of the
      Basic Plan Document at any time.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              þ

            	
              Protected
      In-Service Withdrawal Provisions - Check if the Plan was
      converted by plan amendment or received transfer contributions from
      another defined contribution plan, and benefits under the other defined
      contribution plan were payable as (check the appropriate
      box(es)):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              an
      in-service withdrawal of vested amounts attributable to Employer
      Contributions maintained in a Participant’s Account (check (A) and/or
      (B)):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              for
      at least _____ (24 or
      more) months.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              o

            	
              Special
      restrictions applied to such in-service withdrawals under the prior plan
      that the Employer wishes to continue under the Plan as restated hereunder.
      Please complete the In Service Withdrawals Addendum to the Adoption
      Agreement identifying the restrictions.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              o

            	
              after
      the Participant has at least 60 months of
participation.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              o

            	
              Special
      restrictions applied to such in-service withdrawals under the prior plan
      that the Employer wishes to continue under the Plan as restated hereunder.
      Please complete the In Service Withdrawals Addendum to the Adoption
      Agreement identifying the restrictions.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              another
      in-service withdrawal option that is a “protected benefit” under Code
      Section 411(d)(6). Please complete the In-Service Withdrawals Addendum to
      the Adoption Agreement identifying the in-service withdrawal
      option(s).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.20

            	
              form
      of distributions

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Subject to
      Section 13.01, 13.02 and Article 14 of the Basic Plan Document,
      distributions under the Plan shall be paid as provided below. (Check the
      appropriate box(es).)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Lump Sum
      Payments -
      Lump sum payments are always available under the Plan.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              o

            	
              Installment
      Payments -
      Participants may elect distribution under a systematic withdrawal plan
      (installments).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              o

            	
              Annuities
      (Check if the Plan is retaining any annuity form(s) of
      payment.)

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          23

          
            

          

        

        
           


        

      

    

    


    
      	 
      	 
      	
              (1)

            	
              An
      annuity form of payment is available under the Plan for the following
      reason(s) (check (A) and/or (B), as applicable):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              As
      a result of the Plan’s receipt of a transfer of assets from another
      defined contribution plan or pursuant to the Plan terms prior to the
      Adoption Agreement Effective Date specified in Subsection 1.01(g)(1),
      benefits were previously payable in the form of an annuity that the
      Employer elects to continue to be offered as a form of payment under the
      Plan.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              o

            	
              The
      Plan received a transfer of assets from a plan that was subject to the
      minimum funding requirements of Code Section 412 and therefore an annuity
      form of payment is a protected benefit under the Plan in accordance with
      Code Section 411(d)(6).

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              The
      normal form of payment under the Plan is (check (A) or
    (B)):

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              A
      lump sum payment.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              Optional
      annuity forms of payment (check (I) and/or (II), as applicable). (Must check
      and complete (I) if a life annuity is one of the optional annuity forms of
      payment under the Plan.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (I)

            	
              o

            	
              A
      married Participant who elects an annuity form of payment shall receive a
      qualified joint and _____% (at least 50% but not more
      than 100%) survivor annuity. An unmarried Participant shall receive
      a single life annuity.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              The
      qualified preretirement survivor annuity provided to the spouse of a
      married Participant who elects an annuity form of payment is purchased
      with _____% (at least 50%) of the
      Participant’s Account.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              (II)

            	
              o

            	
              Other
      annuity form(s) of payment. Please complete Section (a) of the Forms of
      Payment Addendum describing the other annuity form(s) of payment available
      under the Plan.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (B)

            	
              o

            	
              A
      life annuity (complete (i) and (ii) and check (iii) if
      applicable.)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (i)

            	
              The
      normal form for married Participants is a qualified joint and _____% (at least 50% but not more
      than 100%) survivor annuity. The normal form for unmarried
      Participants is a single life annuity.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (ii)

            	
              The
      qualified preretirement survivor annuity provided to a Participant’s
      spouse is purchased with _____% (at least 50%) of the
      Participant’s Account.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              (iii)

            	
              o

            	
              Other
      annuity form(s) of payment. Please complete Subsection (a) of the Forms of
      Payment Addendum describing the other annuity form(s) of payment available
      under the Plan.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (d)

            	
              þ

            	
              Eliminated
      Forms of Payment Not Protected Under Code Section 411(d)(6). Check
      if benefits were payable in a form of payment that is no longer being
      offered after either the Adoption Agreement Effective Date specified in
      Subsection 1.01(g)(1) or, if forms of payment are being eliminated by a
      separate amendment, the amendment effective date indicated on the
      Amendment Execution Page.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: A life annuity
      option will continue to be an available form of payment for any
      Participant who elected such life annuity payment before the effective
      date of its elimination.

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          24

          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              (e)

            	
              Cash Outs and Implementation
      of Required Rollover Rule

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              þ

            	
              If
      the vested Account balance payable to an individual is less than or equal
      to the cash out limit utilized for such individual under Section 13.02 of
      the Basic Plan Document, such Account will be distributed in accordance
      with the provisions of Section 13.02 or 18.04 of the Basic Plan Document.
      Unless otherwise elected below, the cash out limit is
    $1,000.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              (A)

            	
              o

            	
              The
      cash out limit utilized for Participants is the maximum cash out limit
      permitted under Code Section 411(a)(11)(A) ($5,000 as of January 1, 2005).
      Any distribution greater than $1,000 that is made to a Participant without
      the Participant’s consent before the Participant’s Normal Retirement Age
      (or age 62, if later) will be rolled over to an individual retirement plan
      designated by the Plan Administrator.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (f)

            	
              þ

            	
              See Additional Provisions
      Addendum.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.21

            	
              timing
      of distributions

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Except
      as provided in Subsection 1.21(a), (b) or (c) and the Postponed
      Distribution Addendum to the Adoption Agreement, distribution shall be
      made to an eligible Participant from his vested interest in his Account as
      soon as reasonably practicable following the Participant’s request for
      distribution pursuant to Article 12 of the Basic Plan
      Document.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Distribution shall be made to
      an eligible Participant from his vested interest in his Account as soon as
      reasonably practicable following the date the Participant’s application
      for distribution is received by the Administrator, but in no event later
      than his Required Beginning Date, as defined in Subsection
      2.01(tt).

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              o

            	
              Postponed Distributions
      - Check if the Plan was converted by plan amendment from another
      defined contribution plan that provided for the postponement of certain
      distributions from the Plan to eligible Participants and the Employer
      wants to continue to administer the Plan using the postponed distribution
      provisions. Please complete the Postponed Distribution Addendum to the
      Adoption Agreement indicating the types of distributions that are subject
      to postponement and the period of postponement.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Note: An Employer may
      not provide for postponement of distribution to a Participant beyond the
      60th day following the close of the Plan Year in which (1) the Participant
      attains Normal Retirement Age under the Plan, (2) the Participant’s 10th
      anniversary of participation in the Plan occurs, or (3) the Participant’s
      employment terminates, whichever is latest.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              o

            	
              Preservation
      of Same Desk Rule
      - Check if the Employer wants to continue application of the same
      desk rule described in Subsection 12.01(b) of the Basic Plan Document
      regarding distribution of Deferral Contributions, Qualified Nonelective
      Employer Contributions, Qualified Matching Employer Contributions, 401(k)
      Safe Harbor Matching Employer Contributions, and 401(k) Safe Harbor
      Nonelective Employer Contributions. (If any of
      the above-listed contribution types were previously distributable upon
      severance from employment, this Option may not be selected.)

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              1.22

            	
              top
      heavy status

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              The Plan
      shall be subject to the Top-Heavy Plan requirements of Article 15
      (check one):

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              for
      each Plan Year, whether or not the Plan is a “top-heavy plan” as defined
      in Subsection 15.01(g) of the Basic Plan Document.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              for
      each Plan Year, if any, for which the Plan is a “top-heavy plan” as
      defined in Subsection 15.01(g) of the Basic Plan
  Document.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Not
      applicable. (Choose
      only if (A) Plan covers only employees subject to a collective bargaining
      agreement, or (B) Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
      Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, is
      selected, Option
      1.16(f)(1) is not selected, and the Plan does not provide for Employee
      Contributions or any other type of Employer
      Contributions.)

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          25

          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              (b)

            	
              If the Plan is or is treated
      as a “top-heavy plan” for a Plan Year, each non-key Employee shall receive
      an Employer Contribution of at least 3.0 (3 or 5)% of Compensation for
      the Plan Year in accordance with Section 15.03 of the Basic Plan Document.
      The minimum Employer Contribution provided in this Subsection 1.22(b)
      shall be made under this Plan only if the Participant is not entitled to
      such contribution under another qualified plan of the Employer, unless the
      Employer elects otherwise below:

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              The
      minimum Employer Contribution shall be paid under this Plan in any
      event.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              Another
      method of satisfying the requirements of Code Section 416. Please complete
      the 416 Contributions Addendum to the Adoption Agreement describing the
      way in which the minimum contribution requirements will be satisfied in
      the event the Plan is or is treated as a “top-heavy
  plan”.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              o

            	
              Not
      applicable. (Choose
      only if (A) Plan covers only employees subject to a collective bargaining
      agreement, or (B) Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
      Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor Formula, is
      selected, Option 1.16(f)(1) is not selected, and the Plan does not provide
      for Employee Contributions or any other type of Employer
      Contributions.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Note: The minimum
      Employer contribution may be less than the percentage indicated in
      Subsection 1.22(b) above to the extent provided in Section 15.03 of the
      Basic Plan Document.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              If the Plan
      is or is treated as a “top-heavy plan” for a Plan Year, the following
      vesting schedule shall apply instead of the schedule(s) elected in
      Subsection 1.16(c) for such Plan Year and each Plan Year thereafter
      (check one):

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Not applicable. (Choose only if one of the
      following applies: (A) Plan provides for Nonelective Employer
      Contributions and the schedule elected in Subsection 1.16(c)(1) is at
      least as favorable in all cases as the schedules available below, (B)
      Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or
      Option 1.12(a)(3), 401(k) Safe Harbor Formula, is selected, Option 1.16(f)(1) is not
      selected, and the Plan does not provide for Employee Contributions or any
      other type of Employer Contributions, or (C) the Plan covers only
      employees subject to a collective bargaining
      agreement.)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              o

            	
              100%
      vested after ______ (not in excess of 3)
      years of Vesting Service.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (3)

            	
              þ

            	
              Graded
      vesting:

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          26

          
            

          

        

        
           


        

      

    

     

    
      	
              Years
      of Vesting

              Service

            	
              Vesting

              Percentage

            	
              Must
      be

              At
      Least

            
	
              0

            	
              0.00%

            	
              0%

            
	
              1

            	
              10.00%

            	
              0%

            
	
              2

            	
              20.00%

            	
              20%

            
	
              3

            	
              40.00%

            	
              40%

            
	
              4

            	
              60.00%

            	
              60%

            
	
              5

            	
              80.00%

            	
              80%

            
	
              6
      or more

            	
              100.00%

            	
              100%

            


    

     

    
      	 
      	 
      	
              Note: If the Plan
      provides for Nonelective Employer Contributions and the schedule elected
      in Subsection 1.16(c)(1) is more favorable in all cases than the schedule
      elected in Subsection 1.22(c) above, then the schedule in Subsection
      1.16(c)(1) shall continue to apply even in Plan Years in which the Plan is
      a “top-heavy plan”.

            
	 
      	 
      	 
      
	
              1.23

            	
              correction
      to meet 415 requirements under multiple defined contribution
      plans

            
	 
      	 
      
	 
      	
              o

            	
              Other Order
      for Limiting Annual Additions – If the Employer
      maintains other defined contribution plans, annual additions to a
      Participant’s Account shall be limited as provided in Section 6.12 of the
      Basic Plan Document to meet the requirements of Code Section 415, unless
      the Employer elects this Option and completes the 415 Correction Addendum
      describing the order in which annual additions shall be limited among the
      plans.

            
	 
      	 
      	 
      
	
              1.24

            	
              investment
      direction

            
	 
      	 
      
	 
      	
              Investment
      Directions – Subject to Section
      8.03 of the Basic Plan Document, Participant Accounts shall be invested
      (check one):

            
	 
      	 
      
	 
      	
              (a)

            	
              o

            	
              in
      accordance with the investment directions provided to the Trustee by the
      Employer for allocating
      all Participant Accounts among the Options listed in the Service
      Agreement.

            
	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              þ

            	
              in
      accordance with the investment directions provided to the Trustee by each
      Participant for allocating
      his entire Account among the Options listed in the Service Agreement,
      except, in the event the Employer contributes shares of Employer Stock, as
      defined in Section 20.12 of the Basic Plan Document, the Participant’s
      election shall be subject to the provisions of (b)(1) and/or (2), as
      elected:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              þ

            	
              Nonelective
      Employer Contributions shall remain invested in Employer Stock until the
      Participant who receives an allocation of such contribution elects to
      invest amounts attributable to such contribution in another available
      investment option.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (2)

            	
              þ

            	
              Matching
      Employer Contributions shall remain invested in Employer Stock until the
      Participant who receives an allocation of such contribution elects to
      invest amounts attributable to such contribution in another available
      investment option.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              (c)

            	
              o

            	
              in
      accordance with the investment directions provided to the Trustee by each
      Participant for all contribution sources in his Account, except that the
      following sources shall be invested in accordance with the investment
      directions provided by the Employer (check (1) and/or
  (2)):

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (1)

            	
              o

            	
              Nonelective
      Employer Contributions

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          27

          
            

          

        

        
           


        

      

    

    


    
      
        	 
      	 
      	
                (2)

              	
                o

              	
                Matching
      Employer Contributions

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                The
      Employer must direct the applicable sources among the investment options
      listed in the Service Agreement.

              
	 
      	 
      	 
      
	 
      	 
      	
                Note: If the Employer
      directs that a portion or all of the applicable sources be invested in
      Employer Stock, such investment must be discontinued with respect to any
      Participant who has completed three or more years of Vesting Service, and
      investment of the applicable sources must be diversified among the other
      investment options listed in the Service Agreement.

              
	 
      	 
      	 
      
	
                1.25

              	
                additional
      provisions

              
	 
      	 
      
	 
      	
                The
      Employer may elect Option (a) below and complete the Additional Provisions
      Addendum to describe provisions which cannot be shown by making the
      elections provided in this Adoption Agreement.

              
	 
      	 
      
	 
      	
                (a)

              	
                þ

              	
                The
      Employer has completed Additional Provisions Addendum to show the
      provisions of the Plan which supplement and/or alter provisions of this
      Adoption Agreement.

              
	 
      	 
      	 
      	 
      
	
                1.26

              	
                superseding
      provisions

              
	 
      	 
      
	 
      	
                The
      Employer may elect Option (a) below and complete the Superseding
      Provisions Addendum to describe overriding provisions which cannot be
      shown by making the elections provided in this Adoption
      Agreement.

              
	 
      	 
      
	 
      	
                (a)

              	
                þ

              	
                The
      Employer has completed Superseding Provisions Addendum to show the
      provisions of the Plan which supersede provisions of this Adoption
      Agreement and/or the Basic Plan Document.

              
	 	 	 	 
	 	 	 	Note: If the Employer elects superseding
      provisions in Option (a) above, the Employer may not be permitted to rely
      on the Volume Submitter Sponsor’s advisory letter for qualification of its
      Plan and may be required to apply for a determination letter as described
      in Section 1.27 below. In addition, such superseding provisions may in
      certain circumstances affect the Plan’s status as a pre-approved volume
      submitter plan eligible for the 6-year remedial amendment
  cycle.
	 
      	 
      	 
      	 
      
	
                1.27

              	
                reliance
      on advisory letter

              
	 
      	 
      
	 
      	
                An
      adopting Employer may rely on an advisory letter issued by the Internal
      Revenue Service as evidence that this Plan is qualified under Code Section
      401 only to the extent provided in Section 19.02 of Revenue Procedure
      2005-16. The Employer may not rely on the advisory letter in certain other
      circumstances or with respect to certain qualification requirements, which
      are specified in the advisory letter issued with respect to this Plan and
      in Section 19.03 of 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.

              
	 
      	 
      
	 
      	
                Failure
      to properly complete the Adoption Agreement and failure to operate the
      Plan in accordance with the terms of the Plan document may result in
      disqualification of the Plan.

              
	 
      	 
      
	 
      	
                This
      Adoption Agreement may be used only in conjunction with Fidelity Basic
      Plan Document No. 14. The Volume Submitter Sponsor shall inform the
      adopting Employer of any amendments made to the Plan or of the
      discontinuance or abandonment of the volume submitter plan
      document.

              
	 
      	 
      
	
                1.28

              	
                electronic
      signature and records

              
	 
      	 
      
	 
      	
                This
      Adoption Agreement, and any amendment thereto, may be executed or affirmed
      by an electronic signature or electronic record permitted under applicable
      law or regulation, provided the type or method of electronic signature or
      electronic record is acceptable to the
Trustee.

              


      

      
        
          	 
      	 
      
	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

      

       

      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          28

          
            

          

        

        
           


        

      

       

      
        	
                1.29

              	
                volume
      submitter information

              


      

    

    


    
      	
              Name
      of Volume Submitter Sponsor:

            	
              Fidelity
      Management & Research Company

            
	 	 
	
              Address
      of Volume Submitter Sponsor:

            	
              82
      Devonshire Street

               

              Boston,
      MA 02109

            


    

    
      
        	 
      	 
      
	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

    

     

    
      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          29

          
            

          

        

        
           


        

      

    

     

    
      execution
page

       

      (Employer’s
Copy)

       

      The
Fidelity Basic Plan Document No. 14 and the accompanying Adoption Agreement
together comprise the Volume Submitter Defined Contribution Plan. It is the
responsibility of the adopting Employer to review this volume submitter plan
document with its legal counsel to ensure that the volume submitter plan is
suitable for the Employer and that Adoption Agreement has been properly
completed prior to signing.

       

      IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this ____________day of _________________, ________.

      
        	 
      	 
      	 
      	 
	 
      	
                Employer:

              	
                 

              	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                 

              	 
	 
      	 
      	 
      	 
	 
      	
                Title:

              	
                 

              	 


      

       

      Note: Only one authorized
signature is required to execute this Adoption Agreement unless the Employer’s
corporate policy mandates two authorized signatures.

      
        	 
      	 
      	 
      	 
	 
      	
                Employer:

              	
                 

              	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                 

              	 
	 
      	 
      	 
      	 
	 
      	
                Title:

              	
                 

              	 


      

       

      Accepted
by: Fidelity Management Trust Company, as Trustee

      
        	 
      	 
      	 
      	 
      	 
	
                By:

              	
                 

              	 
      	
                Date: 

              	 
	 
      	 
      	 
      	 
      	 
	
                Title:

              	
                 

              	 
      	 
      	 


      

      


      
        	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      


      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          
            
              30

            

          

          
            

          

        

        
           


        

      

       

      execution page

       

      (Trustee’s
Copy)

       

      The
Fidelity Basic Plan Document No. 14 and the accompanying Adoption Agreement
together comprise the Volume Submitter Defined Contribution Plan. It is the
responsibility of the adopting Employer to review this volume submitter plan
document with its legal counsel to ensure that the volume submitter plan is
suitable for the Employer and that Adoption Agreement has been properly
completed prior to signing.

       

      IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this ____________day of ________________, ________.

      
        	 
      	 
      	 
      	 
	 
      	
                Employer:

              	
                 

              	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                 

              	 
	 
      	 
      	 
      	 
	 
      	
                Title:

              	
                 

              	 


      

       

      Note: Only one authorized
signature is required to execute this Adoption Agreement unless the Employer’s
corporate policy mandates two authorized signatures.

      
        	 
      	 
      	 
      	 
	 
      	
                Employer:

              	
                 

              	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                 

              	 
	 
      	 
      	 
      	 
	 
      	
                Title:

              	
                 

              	 


      

       

      Accepted
by: Fidelity Management Trust Company, as Trustee

      
        	 
      	 
      	 
      	 
      	 
	
                By:

              	
                 

              	 
      	
                Date: 

              	 
	 
      	 
      	 
      	 
      	 
	
                Title:

              	
                 

              	 
      	 
      	 


      

      


      
        	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      


      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          31

          
            

          

        

        
           


        

      

       

      Amendment
execution page

       

      (Fidelity’s
Copy)

       

      Plan Name Kaydon
Corporation Employee Stock Ownership and Thrift Plan (the
“Plan”)

       

      Employer: 
Kaydon
Corporation

       

      (Note: These execution pages
are to be completed in the event the Employer modifies any prior election(s) or
makes a new election(s) in this Adoption Agreement. Attach the amended page(s)
of the Adoption Agreement to these execution pages.)

       

                The
following section(s) of the Plan are hereby amended effective as of the date(s)
set forth below:

       

      
        	
                Section
      Amended

              	
                Effective
      Date

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

       

                IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date given below.

      
        	 
      	 
      	 
      	 
      	 
      	 
	
                Employer:

              	
                 

              	 
      	
                Employer:

              	
                 

              	 
	 
      	 
      	 
      	 
      	 
      	 
	
                By:

              	
                 

              	 
      	
                By:

              	
                 

              	 
	 
      	 
      	 
      	 
      	 
      	 
	
                Title:

              	
                 

              	 
      	
                Title:

              	
                 

              	 
	 
      	 
      	 
      	 
      	 
      	 
	
                Date:

              	
                 

              	 
      	
                Date:

              	
                 

              	 


      

       

      Note: Only one authorized
signature is required to execute this Adoption Agreement unless the Employer’s
corporate policy mandates two authorized signatures.

       

      Accepted
by: Fidelity Management Trust Company, as Trustee

      
        	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                 

              	 
      	
                Date:

              	
                 

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                 

              	 
      	 
      	 
      


      

      


      
        	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      


      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          32

          
            

          

        

        
           


        

      

       

      Amendment
execution page

       

      (Employer’s
Copy)

       

      Plan Name: Kaydon
Corporation Employee Stock Ownership and Thrift Plan (the
“Plan”)

       

      Employer:  
 Kaydon
Corporation

       

      (Note: These execution pages
are to be completed in the event the Employer modifies any prior election(s) or
makes a new election(s) in this Adoption Agreement. Attach the amended page(s)
of the Adoption Agreement to these execution pages.)

       

      The
following section(s) of the Plan are hereby amended effective as of the date(s)
set forth below:

       

      
        	
                Section
      Amended

              	
                Effective
      Date

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

       

      IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date given below.

      
        	 
      	 
      	 
      	 
      	 
      	 
	
                Employer:

              	
                 

              	 
      	
                Employer:

              	
                 

              	 
	 
      	 
      	 
      	 
      	 
      	 
	
                By:

              	
                 

              	 
      	
                By:

              	
                 

              	 
	 
      	 
      	 
      	 
      	 
      	 
	
                Title:

              	
                 

              	 
      	
                Title:

              	
                 

              	 
	 
      	 
      	 
      	 
      	 
      	 
	
                Date:

              	
                 

              	 
      	
                Date:

              	
                 

              	 


      

       

      Note: Only one authorized
signature is required to execute this Adoption Agreement unless the Employer’s
corporate policy mandates two authorized signatures.

       

      Accepted
by: Fidelity Management Trust Company, as Trustee

      
        	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                 

              	 
      	
                Date:

              	
                 

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                 

              	 
      	 
      	 
      


      

       

      
        	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      


      
        
          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          33

          
            

          

        

        
           


        

      

       

      
        special
effective dates addendum

         

        for

         

        Plan
Name: Kaydon Corporation Employee Stock
Ownership and Thrift Plan

        
          	 
      	 
      	 
      
	
                  (a)

                	
                  þ

                	
                  Special
      Effective Dates for Other Provisions - The following provisions
      (e.g., new eligibility requirements, new contribution formula, etc.) shall
      be effective as of the dates specified herein:

                
	 
      	 
      	 
      
	 
      	 
      	
                  The Automatic
      Enrollment provisions in Section 1.07(a)(6) shall be effective as of the
      date stated herein: - Effective Date:
  07/01/2010

                


        

        


        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        


        
          
            © 2008
FMR Corp.

            All
rights reserved.

             


          

          
            34

            
              

            

          

          
             


          

        

         

        plan
mergers addendum

         

        for

         

        Plan
Name: Kaydon
Corporation Employee Stock Ownership and Thrift Plan

        
          
            	 
      	 
      	 
      
	
                    (a)

                  	
                    Plan
      Mergers -
      The following plan(s) were merged into the Plan on or after the Effective
      Date indicated in Subsection 1.01(g)(1), as applicable (the “merged-in
      plan(s)”). The provisions of the Plan are effective with respect to the
      merged-in plan(s) as of the date(s) indicated below:

                  
	 
      	 
      
	 
      	
                    (1)

                  	
                    Name
      of merged-in plan: Purafil, Inc. 401(k)
      Profit Sharing Plan

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Effective
      date: 6/1/2010

                  
	 
      	 
      	 
      
	 
      	
                    (2)

                  	
                    Name
      of merged-in plan: Ace Controls, Inc.
      Employee Retirement Plan

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Effective
      date: 6/1/2010

                  
	 
      	 
      	 
      
	 
      	
                    (3)

                  	
                    Name
      of merged-in plan: Avon Bearings
      Corporation 401(k) Profit Sharing Plan

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Effective
      date: 6/1/2010

                  
	 
      	 
      	 
      
	 
      	
                    (4)

                  	
                    Name
      of merged-in plan:

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


          

           

          
            	 
      	
                    Effective
      date: 

                  	 
      	 
      
	 	 	 	 
	          ATTACH
      ADDITIONAL PAGES IN THE ABOVE FORMAT, IF
NECESSARY


          

        

        


        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        


        
          
            © 2008
FMR Corp.

            All
rights reserved.

             


          

          
            35

            
              

            

          

          
             


          

        

         

        participating
employers addendum

         

        for

         

        Plan
Name: Kaydon
Corporation Employee Stock Ownership and Thrift Plan

        
          	 
      	 
      	 
      
	
                  (a)

                	
                  þ

                	
                  Only the following Related
      Employers (as defined in Subsection 2.01(ss) of the Basic Plan Document)
      participate in the Plan (list each participating Related Employer and its
      Employer Tax Identification Number):

                
	 
      	 
      	 
      
	 
      	 
      	
                  Purafil, Inc.,
      58-1076142

                
	 
      	 
      	 
      
	 
      	 
      	
                  Avon Bearings
      Corporation, 34-1583877

                
	 
      	 
      	 
      
	 
      	 
      	
                  ACE Controls, Inc.,
      38-1734380

                
	 
      	 
      	 
      
	 
      	 
      	
                  Kaydon Custom
      Filtration Corporation, 38-3479211

                
	 
      	 
      	 
      
	 
      	 
      	
                  Kaydon Ring &
      Seal, Inc., 31-1175662

                
	 
      	 
      	 
      
	 
      	 
      	
                  Industrial Tectonics
      Inc., 59-3114138

                
	 
      	 
      	 
      
	 
      	 
      	
                  Kaydon Acquisition XI,
      Inc. (d/b/a Canfield Technologies, Inc.),
  38-3479214

                
	 
      	 
      	 
      
	 
      	 
      	
                  Kaydon Acquisition
      XII, Inc. (d/b/a Tridan International, Inc.),
      38-3520106

                
	 
      	 
      	 
      
	 
      	 
      	
                  Kaydon Acquisition
      XIII, Inc. (d/b/a Indiana Precision, Inc.),
    35-2057713

                
	 
      	 
      	 
      
	 
      	 
      	
                  The Cooper Split
      Roller Bearing Corp., 54-0950790

                
	 
      	 
      	 
      
	
                  (b)

                	
                  o

                	
                  All
      Related Employer(s) as defined in Subsection 2.01(ss) of the Basic Plan
      Document participate in the Plan.

                


        

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        


        
          
            © 2008
FMR Corp.

            All
rights reserved.

             


          

          
            36

            
              

            

          

          
             


          

        

         

        hours
of service equivalencies addendum

         

        Plan
Name: Kaydon
Corporation Employee Stock Ownership and Thrift
Plan

        
          	 
      	 
      	 
      	 
      
	
                  (a)

                	
                  Hours of
      Service Equivalencies - If the Employer does not maintain
      records that accurately reflect the actual Hours of Service to be credited
      to an Employee, Hours of Service shall be credited in accordance with the
      following equivalency:

                
	 
      	 
      	 
      	 
      
	 
      	
                    
      (1)

                	
                  o

                	
                  10
      Hours of Service for each day on which he performs an Hour of
      Service.

                
	 
      	 
      	 
      	 
      
	 
      	
                    
      (2)

                	
                  þ

                	
                  45
      Hours of Service for each week in which he performs an Hour of
      Service.

                
	 
      	 
      	 
      	 
      
	 
      	
                    
      (3)

                	
                  o

                	
                  95
      Hours of Service for each semi monthly payroll period in which he performs
      an Hour of Service.

                


        

        


        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        


        
          
            © 2008
FMR Corp.

            All
rights reserved.

             


          

          
            37

            
              

            

          

          
             


          

        

         

        
          	
                  in-service
      withdrawals addendum

                   

                  for

                
	 
      	 
      	 
      	 
      
	
                  Plan
      Name: Kaydon
      Corporation Employee Stock Ownership and Thrift
  Plan

                
	 
      
	
                  (a)

                	
                  Restrictions
      on In-Service Withdrawals of Amounts Held for Specified Period
      -
      The following restrictions apply to in-service withdrawals made in
      accordance with Subsection 1.19(d)(1)(A) (cannot
      include any mandatory suspension of contributions
      restriction):

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	 
      
	
                   (b)

                	
                  Restrictions
      on In-Service Withdrawals Because of Participation in Plan for 60 or More
      Months -
      The following restrictions apply to in-service withdrawals made in
      accordance with Subsection 1.19(d)(1)(B) (cannot
      include any mandatory suspension of contributions
      restriction):

                
	 
      	 
      
	
                  (c)

                	
                  o

                	
                  Sources
      Available for In-Service Hardship Withdrawal -
      In-service hardship withdrawals are permitted from the sub-accounts
      specified below, subject to the conditions applicable to hardship
      withdrawals under Section 10.05 of the Basic Plan
  Document:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	 
      	 
      
	
                  (d)

                	
                  þ

                	
                  Other
      In-Service Withdrawal Provisions -
      In-service withdrawals from a Participant’s Accounts specified below shall
      be available to Participants who satisfy the requirements also specified
      below:

                
	 
      	 
      	 
      
	 
      	 
      	
                  Disability Withdrawal
      - Participants in this Plan prior to the June 1, 2010 merger with the
      Company’s three subsidiary plans shall be entitled to receive a
      distribution of all or any portion of their entire vested account upon
      Disability. For the purpose of this in-service withdrawal only, Disability
      shall be defined as a Participant’s inability for five consecutive months
      to perform the Participant’s usual duties for the Employer due to injury
      or disease, determined by a physician or other evidence selected by the
      Benefits Committee appointed by the Board of Directors of Kaydon
      Corporation.

                
	 
      	 
      	 
      
	 
      	
                  (1)

                	
                  o

                	
                  The
      following restrictions apply to a Participant’s Account following an
      in-service withdrawal made pursuant to (d) above (cannot
      include any mandatory suspension of contributions
      restriction):

                


        

      

       

      
        	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

       

      
        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              38

              
                

              

            

            
               


            

          

        

         

        vesting
schedule addendum

         

        for

         

        Plan
Name: Kaydon
Corporation Employee Stock Ownership and Thrift Plan

        
          	 
      	 
      	 
      
	
                  (a)

                	
                  o

                	
                  Pre-EGTRRA
      Vesting Schedule Applies to Matching Employer Contributions made for Plan
      Years beginning before the EGTRRA Effective Date

                
	 
      	 
      	 
      
	 
      	
                  (1)

                	
                  The
      following vesting schedule applies to Matching Employer Contributions made
      for Plan Years beginning before the EGTRRA effective date specified in
      (a)(2) below:

                


        

         

        
          	
                  Years
      of Vesting Service

                	
                  Vested
      Interest

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 	 


        

         

        
          	 
      	
                  (2)

                	
                  The
      EGTRRA effective date is:  _________

                
	 
      	 
      	 
      
	
                  (b)

                	
                  þ

                	
                  Preserve
      Prior Vesting Schedule

                
	 
      	 
      	 
      
	 
      	
                  (1)

                	
                  A
      vesting schedule different from the vesting schedule selected in Section
      1.16 applies to the Participants and contributions described
      below.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (A)

                	
                  The
      following vesting schedule applies to the class of Participants described
      in (b)(1)(B) and the contributions described in (b)(1)(C)
      below:

                


        

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              39

              
                

              

            

            
               


            

          

        

         

        
          	
                  Years
      of Vesting Service

                	
                  Vested
      Interest

                
	
                  0

                	
                  0

                
	
                  1

                	
                  25

                
	
                  2

                	
                  50

                
	
                  3

                	
                  75

                
	
                  4

                	
                  100

                
	
                  5

                	
                  100

                
	
                  6

                	
                  100

                
	
                  7

                	
                  100

                


        

         

        
          	 	
                  (B)

                	
                  The
      vesting schedule specified in (b)(1)(A) above applies to the following
      class of Participants:

                
	 	 
      	 
      
	 	 
      	
                  Purafil Employees
      hired prior to 6/01/2010.

                
	 	 
      	 
      
	 	
                  (C)

                	
                  The
      vesting schedule specified in (b)(1)(A) above applies to the following
      contributions:

                
	 	 
      	 
      
	 	 
      	
                  Nonelective Employer
      Contributions

                
	 	 	 
	 	 	Discretionary Matching
      Employer Contributions
	 	 
      	 
      
	
                  (2)

                	
                  
                    þ

                  

                	Additional
      different vesting schedule.
	 	 
      	 
      	 
      
	 	 
      	
                  (A)

                	
                  The
      following vesting schedule applies to the class of Participants described
      in (b)(2)(B) and the contributions described in (b)(2)(C)
      below:

                


        

         

        
          	
                  Years
      of Vesting Service

                	
                  Vested
      Interest

                
	
                  0

                	
                  0

                
	
                  1

                	
                  10

                
	
                  2

                	
                  20

                
	
                  3

                	
                  40

                
	
                  4

                	
                  60

                
	
                  5

                	
                  100

                


        

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              40

              
                

              

            

            
               


            

          

        

         

        
          	 
      	
                  (B)

                	
                  The
      vesting schedule specified in (b)(2)(A) above applies to the following
      class of Participants:

                
	 
      	 
      	 
      
	 
      	 
      	
                  Avon Bearings
      Corporation Employees hired prior to 6/01/2010.

                
	 
      	 
      	 
      
	
                   

                	
                  
                    (C)

                  

                	
                  The
      vesting schedule specified in (b)(2)(A) above applies to the following
      contributions:

                
	 
      	 
      	 
      
	 
      	 
      	
                  Discretionary Matching
      Employer Contributions

                
	 
      	 
      	 
      
	 
      	 
      	
                  Nonelective Employer
      Contributions

                
	 
      	 
      	 
      
	
                  (3)

                	
                  þ

                	
                  Additional
      different vesting schedule.

                
	 	 	 
	 
      	
                  (A)

                	
                  The
      following vesting schedule applies to the class of Participants described
      in (b)(3)(B) and the contributions described in (b)(3)(C)
      below:

                


        

         

        
          	
                  Years
      of Vesting Service

                	
                  Vested
      Interest

                
	
                  0

                	
                  100

                


        

         

        
          	 
      	
                  (B)

                	
                  The
      vesting schedule specified in (b)(3)(A) above applies to the following
      class of Participants:

                
	 
      	 
      	 
      
	 
      	 
      	
                  Any participant
      entitled to a Supplemental Employer Contribution for the plan year ending
      12/31/2010.

                
	 
      	 
      	 
      
	 
      	
                  (C)

                	
                  The
      vesting schedule specified in (b)(3)(A) above applies to the following
      contributions:

                
	 
      	 
      	 
      
	 
      	 
      	
                  Supplemental Employer
      Contribution

                


        

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              41

              
                

              

            

            
               


            

          

        

         

        additional
provisions addendum

         

        for

         

        Plan
Name: Kaydon
Corporation Employee Stock Ownership and Thrift Plan

        
          	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  (a)

                	
                  Additional
      Provision(s)
      – The following provisions supplement and/or, to the degree
      described herein, supersede other provisions of this Adoption Agreement in
      the following manner:

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (1)

                	
                  The
      following is added at the end of Subsection 1.09(a)(2) as a new Subsection
      1.09(a)(3):

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (3)

                	
                  Eligibility
      Requirements - Only Eligible Employees who have
      satisfied the age and Eligibility Service requirements specified in
      Subsections 1.04(a) and (b).

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (2)

                	
                  The
      following replaces Subsection 1.12(b):

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  Discretionary
      Formula - The Employer
      may decide each Contribution Period whether to make a discretionary
      Nonelective Employer Contribution on behalf of “eligible” Participants in
      accordance with Section 5.10 of the Basic Plan Document. Such
      contributions shall be allocated to “eligible” Participants based upon the
      following:

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (4)

                	
                  þ

                	
                  Cross-Tested Allocation Formula
      – Participant Group Allocation Method –The Nonelective Employer
      Contribution is allocated first at the Employer’s discretion among the
      employee groups with the same allocation rate, as identified below. The
      amount allocated to each such group shall then be allocated among the
      “eligible” Participants within such group in the ratio that each
      “eligible” Participant’s Compensation for the Plan Year bears to the total
      Compensation paid to all “eligible” Participants within the
      group.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (A)

                	
                  Employee
      Groups –
      “Eligible” Participants will be divided into the following allocation
      groups (one or more) with each “eligible” Participant within the
      allocation group having the same allocation rate. (Identify
      each allocation group by category of eligible employee, including both
      Highly Compensated and Non-Highly Compensated Employees. No “eligible”
      Participant may be assigned to more than one allocation
      group.)

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  Population
      Group 1

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  See
      the Superseding Provisions Addendum.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  Note: The specific
      categories of “eligible” Participants should be such that resulting
      allocations are provided pursuant to a definite predetermined formula that
      complies with Treasury Regulations Section
    1.401-1(b)(1)(ii).

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (B)

                	
                  Limitations
      on Allocation Groups – In no event will the
      number of allocation groups specified in (a) above be greater than the
      maximum permitted number of allocation rates, as determined
      below:

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  (i)

                	
                  The
      maximum permitted number of allocation rates is equal to the sum of (i)
      the allowable number of allocation rates for “eligible” Participants who
      are Highly Compensated Employees plus (ii) the allocable number of
      allocation rates for “eligible” Participants who are Non-Highly
      Compensated Employees.

                


        

      

       

      
        	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

      
        


        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              42

              
                

              

            

            
               


            

          

        

         

        
          	 
      	 
      	 
      	 
      	 
      	
                  (ii)

                	
                  The
      allowable number of allocation rates for “eligible” Participants who are
      Highly Compensated Employees is equal to the number of “eligible”
      Participants who are Highly Compensated Employees, not to exceed
      25.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  (iii)

                	
                  The
      allowable number of allocation rates for “eligible” Participants who are
      Non-Highly Compensated Employees is equal to the following, based on the
      number of “eligible” Participants who are Non-Highly Compensated
      Employees:

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                  (I)      
      

                	
                  If
      only 1 or 2 “eligible” Participants are Non-Highly Compensated Employees:
      1

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                  (II)      
      

                	
                  If
      3-8 “eligible” Participants are Non-Highly Compensated Employees:
      2

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                  (III)      
      

                	
                  If
      9-11 “eligible” Participants are Non-Highly Compensated Employees:
      3

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                  (IV)      
      

                	
                  If
      12-19 “eligible” Participants are Non-Highly Compensated Employees:
      4

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                  (V)      
      

                	
                  If
      20-29 “eligible” Participants are Non-Highly Compensated Employees:
      5

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                  (VI)      
      

                	
                  If
      30 or more “eligible” Participants are Non-Highly Compensated Employees:
      the quotient, not to exceed 25, determined by dividing the number of
      “eligible” Participants who are Non-Highly Compensated Employees by 5,
      rounded down to the next whole number if the quotient is not a whole
      number.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  Note: The allocation
      formula in Option 1.12(b)(4) above will be tested for compliance with the
      nondiscrimination requirements under Code Section 401(a)(4) on the basis
      of the normal retirement benefit provided by the contribution
      (cross-testing) in accordance with regulations issued under Code Section
      401(a)(4). Standard mortality and interest rate assumptions under Treasury
      Regulations Section 1.401(a)(4)-12 will be used for this
      purpose.

                
	 	 	 	 	 	 
	 	 	 	 	 	Note: The requirements of Treasury
      Regulations Section 1.401(k)-1(a)(6) (describing what constitutes a cash
      or deferred arrangement with respect to Self-Employed Individuals) applies
      to the allocation formula under this Option. Therefore, the allocation
      formula should be structured so that application of the formula does not
      create a cash or deferred arrangement with respect to a Self-Employed
      Individual (e.g., by permitting partners to directly or indirectly vary
      the amount of contribution made on their behalf). 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (C)

                	
                  The
      gateway rule for availability of cross-testing under Code Section
      401(a)(4) shall be satisfied using the following:

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  (i)

                	Minimum
      allocation gateway - each “eligible” Participant who is a Non-Highly
      Compensated Employee for the Plan year will receive an allocation equal to
      at least 5% of Compensation or, if less, 1/3 of the allocation rate of the
      Highly Compensated Employee with the highest allocation rate for the Plan
      Year.
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (3)

                	
                  In
      addition to any other options selected in Subsection 1.15, the following
      applies:

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (e)

                	
                  A
      Participant who satisfies the requirements in effect under the Plan prior
      to its conversion to a Fidelity Basic Plan Document No. 14 Adoption
      Agreement, as described below, shall be deemed disabled under the
      Plan:

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  A Participant’s
      inability for five consecutive months to perform the Participant’s usual
      duties for the Employer due to injury or disease, determined by a
      physician or other evidence selected by the Benefits Committee appointed
      by the Board of Directors of Kaydon
  Corporation.

                


        

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              43

              
                

              

            

            
               


            

          

        

         

        
          	
                  (4)

                	
                  The
      following is added at the end of Subsection 1.20(a) as a new Subsection
      1.20(a)(1):

                
	 
      	 
      	 
      	 
      
	 
      	
                  (1)

                	
                  þ

                	
                  In-Kind
      Distribution of Employer Stock. To the extent that a Participant’s
      Account is invested in Employer Stock, as defined in Section 20.12 of the
      Basic Plan Document, a Participant may elect to receive distribution of
      his Account under the lump sum payment method in shares of Employer Stock
      instead of in cash.

                


        

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              44

              
                

              

            

            
               


            

          

        

         

        superseding
provisions addendum

         

        for

         

        Plan Name: Kaydon Corporation Employee
Stock Ownership and Thrift Plan

        
          	 
      	 
      
	
                  (a)

                	
                  Superseding
      Provision(s)
      – The following provisions supersede other provisions of this
      Adoption Agreement and/or the Basic Plan Document in the manner
      described:

                


        

         

        The
Employer amends the Plan as set forth below, effective as of June 1, 2010,
unless otherwise noted below. The term BPD as used below refers to Fidelity
Basic Plan Document No. 14 (a Fidelity Volume Submitter Plan) and the term “AA”
refers to Adoption Agreement No. 001 for use with the BPD. The term “Plan”
refers to the Kaydon Corporation Employee Stock Ownership Plan as amended and
restated onto the BPD and AA effective June 1, 2010.

         

             1.  The
first paragraph of Section 2.01(k) of the BPD (as further amended by the
Addendum for the 415 2007 Final Regulations) is replaced with the following
definition of Compensation, and Section 1.05(a) of the AA and Section 5.02 of
the BPD are superseded to the extent they are inconsistent with this
definition:

         

                  (k)
“Compensation” means an
Eligible Employee’s wages, salaries, and fees for professional services and
other amounts received (whether or not an amount is paid in cash) for personal
services actually rendered in the course of employment with the Employer
(including, but not limited to, commissions paid to salesmen, compensation for
services based on 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 Regulations Section 1.62-2(c))
actually paid and includable in gross income for the Limitation Year in
accordance with Regulations Section 1.415(c)-2(d)(2).

         

                                           (1)          Inclusions.
Compensation includes:

         

                                           (A)
Elective Contributions.
Elective contributions that are excluded from gross income by Code Sections 125,
132(f)(4), 402(g)(3) or 457;

         

                                           (B)
Deemed Section 125 Compensation.
Elective contributions for payment of group health coverage that are not
available to a Participant in cash because the Participant is unable to certify
to alternative health coverage but only if the Employer does not request or
collect information regarding the Participant’s alternative health coverage as
part of the enrollment process for the group health plan;

         

                                           (C)
Compensation
Paid after Employment Terminates. The
following amounts provided they are paid by the later of 2 1/2 months after the
Participant’s employment terminates or the end of the Limitation Year that
includes the date of termination:

         

                                                 (i)
Regular Compensation. Regular
compensation for services performed during the Participant’s regular working
hours, or compensation for services performed outside the Participant’s regular
working hours (such as overtime or shift differential), commissions, bonuses or
other similar payments, provided they would have been made had the Participant
continued in employment with the Employer;

         

                                                 (ii)
Leave Cashouts. Payments
made for unused accrued bona fide sick, vacation, or other leave that the
Participant would have been able to use if employment had
continued.

         

                                           (2)          Exclusions.
Compensation excludes:

         

                                                          (A)
Medical/Disability
Benefits.
Amounts described in Code Sections 104(a)(3), 105(a), or 105(h), but only to the
extent the amounts are includable in the gross income of the
Employee;

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              45

              
                

              

            

            
               


            

          

        

         

                                                          (B)
Moving Expenses. Amounts paid or reimbursed
by the Employer for moving expenses incurred by the Employee, but only to the
extent that at the time of payment it is reasonable to believe that the amounts
are not deductible by the Employee under Code Section 217;

         

                                                          (C)
Nonqualified Stock Options.

         

                                                               (i)
Year of Grant. The value of a nonqualified
stock option granted to an Employee, but only to the extent that the value of
the option is includable in the gross income of the Employee for the taxable
year in which granted; and

         

                                                               (ii)
Year of Exercise. Amounts realized from the
exercise of a nonqualified stock option;

         

                                                          (D)
Qualified Stock Option. Amounts realized from the
sale, exchange, or other disposition of stock acquired under a qualified stock
option;

         

                                                          (E)
Section 83 Property. Amounts includable in the
gross income of the Employee upon making an election under Code Section 83(b)
with respect to property received for services or when restricted stock (or
property) held by the Employee either becomes freely transferable or is no
longer subject to substantial risk of forfeiture;

         

                                                          (F)
Constructive Receipt. Amounts includable in the
gross income of the Employee under Code Sections 409A or 457(f)(1)(A) or because
the amounts are constructively received by the Employee;

         

                                                          (G)
Contributions/Distributions.
Contributions to a plan of deferred compensation (including a simplified
employee pension plan described in 408(k) or a simple retirement account
described in 408(p)) that are not includable in the Employee’s gross income for
the taxable year in which contributed and any distributions from a plan of
deferred compensation (whether or not qualified); and

         

                                                          (H)
Other Amounts. Other amounts that received
special tax benefits such as premiums for group-term life insurance (but only to
the extent the premiums are not includable in the gross income of the
Employee).

         

             2.  The
following is added at the end of Subsection 1.07(b) as a new Subsection
1.07(c):

         

                  (c)
Exceptions to Automatic
Enrollment Contribution Provisions. The Automatic Enrollment Contribution
provisions in Subsection 1.07(a)(6) of the AA and Section 5.03(c) of the BPD are
inapplicable to the following groups: (1) Temporary Employees, (2) Baltimore
Collectively Bargained Employees, (3) ITI Collectively Bargained Employees, (4)
Muskegon Collectively Bargained Employees and (5) Employees of Ace Controls,
Inc., Avon Bearings Corporation and Purafil, Inc. The application of the
Automatic Enrollment Contribution provisions to an Employee shall be determined
based on the Employee’s status at the time the Employee first becomes eligible
to participate in the Plan even if the Employee later transfers employment to
another group of Employees.

         

             3.  The
following Section 1.12A is added to the Adoption Agreement as a new Section to
authorize another type of discretionary nonelective employer
contribution:

         

                  1.12A
Supplemental
Employer Contribution

         

                  The
Employer may, but shall not be required to, make a Supplemental Employer
Contribution for the Contribution Period. The Contribution Period for this
purpose shall be the Plan Year ending on December 31, 2010. For purposes of this
Section 1.12A, an “eligible” Participant means a Participant who is an Active
Participant during the Contribution Period. There are no continuing eligibility
requirements for an “eligible” Participant to receive the Supplemental Employer
Contribution.

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

        


        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              46

              
                

              

            

            
               


            

          

        

         

                  The
Employer may determine to contribute different amounts, or make no contribution,
for separate classifications of Participants. For purposes of the preceding
sentence, each “eligible” Participant shall be considered to be a separate
classification. Subject to the following sentence, the discretionary
Supplemental Employer Contribution for a Plan Year shall be allocated to the
account of each “eligible” Participant in the proportion that the Compensation
of each “eligible” Participant bears to the Compensation of all “eligible”
Participants for the Contribution Period. If different contributions are made
for separate classifications of Participants for a Contribution Period, the
discretionary Supplemental Contribution shall be allocated to the account of
each “eligible” Participant who is a part of the classification in the amount
contributed for that classification.

         

                  The
Employer shall identify the type and amount of each Supplemental Employer
Contribution for the Contribution Period by written communication to the Trustee
on or before the date final allocations are performed for the Contribution
Period.

         

                  The
nondiscrimination requirements described below under (4) Discretionary Cross
Tested Allocated Formula shall apply to the Supplemental Employer Contribution
as described under that provision.

         

                  4.
Subsection 1.12(b) as amended by the Additional Provisions Addendum is replaced
in its entirety by the following:

         

                  (4)
[x] Discretionary Cross Tested
Allocation Formula. The Employer may decide each Plan Year whether to
make a discretionary Nonelective Employer Contribution. The Employer may
determine to contribute different amounts, or make no contribution, for separate
classifications of Participants. For purposes of the preceding sentence, each
“eligible” Participant shall be considered to be a separate classification.
Subject to the following sentence, the discretionary Nonelective Employer
Contribution for a Plan Year shall be allocated to the account of each
“eligible” Participant in the proportion that the Compensation of each
“eligible” Participant bears to the Compensation of all “eligible” Participants
for the Contribution Period. If different contributions are made for separate
classifications of Participants for a Contribution Period, the discretionary
Nonelective Employer Contribution shall be allocated to the account of each
“eligible” Participant who is a part of the classification in the amount
contributed for that classification.

         

                                      If
the Employer has determined to make different Nonelective or Supplemental
Employer Contributions for separate classifications of “eligible” Participants
and this Plan must meet the nondiscrimination requirements of Code Section
401(a)(4) on a benefits basis under Regulations Section 1.401(a)(4)-8(b)(1) for
a Plan Year, the allocation rate for that Plan Year for each “eligible”
Participant who receives a Nonelective or Supplemental Employer Contribution (or
the top-heavy minimum Employer Contribution in accordance with Section 15.03 of
the Basic Plan Document) and who is a Non-Highly Compensated Employee shall be
not less than the lesser of (i) one-third of the allocation rate of the Highly
Compensated Employee with the highest allocation rate for the Plan Year or (ii)
5% of the “eligible” Participant’s Compensation received for the portion of the
Plan Year that the Employee is a Participant. A Participant’s allocation rate is
the percentage obtained by dividing the “eligible” Participant’s allocation for
the Plan Year derived from employer contributions (other than Deferral
Contributions, Matching Employer Contributions, and Qualified Matching Employer
Contributions) and forfeitures by the Participant’s Compensation for the Plan
Year. If necessary, the Employer shall make an additional contribution to
provide this minimum allocation.

         

                  5.
Subsections (a)(11) and (a)(11)(A) of the Interim Legal Compliance Snap Off
Addendum to the AA only apply to the Purafil, Inc. 401(k) Profit Sharing Plan
that is being merged into the Plan effective June 1, 2010 because that rule was
not in the other plans being merged prior to June 1, 2010.

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

        


        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              47

              
                

              

            

            
               


            

          

        

         

        Volume
Submitter Defined Contribution Plan

         

        ADDENDUM
TO ADOPTION AGREEMENT

         

        Fidelity
Basic Plan Document No. 14

         

        RE:
Pension Protection Act of 2006,

         

        The
Heroes Earnings Assistance and Relief Act of 2008,

         

        The
Worker, Retiree and Employee Recovery Act of 2008

         

        And Code
Sections 401(k) and 401(m) 2009 Proposed Regulations

         

        Plan Name: Kaydon
Corporation Employee Stock Ownership and Thrift Plan

         

        Fidelity 5-digit Plan Number:
01817

         

        PREAMBLE

         

        Adoption
and Effective Date of Amendment. This amendment of the Plan
is adopted to reflect certain provisions of the Pension Protection Act of 2006
(the “PPA”). This amendment is intended as good faith compliance with the PPA
and is to be construed in accordance with applicable guidance. Except as
otherwise provided below, this amendment shall be effective with respect to
Fidelity’s Volume Submitter plan for Plan Years beginning after December 31,
2006.

         

        Supersession
of Inconsistent Provisions. This amendment shall supersede the provisions
of the Plan to the extent those provisions are inconsistent with the provisions
of this amendment. (Execution of
this PPA Addendum is not required unless one of (a) through (h) is being
selected below and no provision of this PPA Addendum will be interpreted to
supersede the provisions of the Plan unless selected below.)

        
          	 
      	 
      	 
      	 
      
	
                  (a)

                	
                  o

                	
                  In-service,
      Age 62 Distribution of Money Purchase Benefits. A Participant who
      has attained at least age 62 shall be eligible to elect to receive a
      distribution of benefit amounts accrued as a result of the Participant’s
      participation in a money purchase pension plan (either due to a merger
      into this Plan of money purchase pension plan assets and liabilities or
      because this Plan is a money purchase pension plan), if any. This
      subsection (a) shall be effective to permit such distributions on and
      after the following effective date: ________________ (can be no earlier
      than the first day of the first plan year beginning after December 31,
      2006).

                
	 
      	 
      	 
      
	
                  (b)

                	
                  o

                	
                  Automatic Enrollment
      Contributions. (Choose only if selecting (d) or (e)
      below.)

                
	 
      	 
      	 
      
	 
      	
                  (1)

                	
                  Adoption of
      Automatic Enrollment Contributions. Beginning on the
      effective date of this paragraph (1), as provided in paragraph (A) below
      (the “Automatic Enrollment Effective Date”) and subject to the remainder
      of this Subsection (b), unless an Eligible Employee affirmatively elects
      otherwise, his Compensation will be reduced by _____% (except as such
      percentage may be modified for certain Eligible Employees through the
      Additional Provisions Addendum to the Adoption Agreement, the “Automatic
      Enrollment Rate”), such percentage to be increased in accordance with
      Subsection (c) (if applicable), for each payroll period in which he is an
      Active Participant, beginning as indicated in (2) below, and the Employer
      will make a pre-tax Deferral Contribution in such amount on the
      Participant’s behalf in accordance with the provisions of Section 5.03 of
      the Basic Plan Document (an “Automatic Enrollment
      Contribution”).

                
	 
      	 
      	 
      
	 
      	 
      	
                  (A)

                	
                  Automatic
      Enrollment Effective Date:
____________________

                


        

      

       

      
        	
                Plan
      Number 01817

              	
                01817-1273692138

              
	
                The
      CORPORATEplan for RetirementSM

              	 
      
	
                Volume
      Submitter Defined Contribution Plan

              	 
      


      

      
        


        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              48

              
                

              

            

            
               


            

          

        

         

        
          	 
      	 
      	
                  (B)

                	
                  If
      the Plan had an automatic contribution arrangement before the Automatic
      Enrollment Effective Date provided in (A) above (the “Pre-existing
      Arrangement”), the effective date of the Pre-existing Arrangement was:
      ____________________________.

                
	 	 	 	 
	 	 	 	Please
      also check (i) and/or (ii) below if applicable: 
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (i)

                	
                  o

                	
                  The
      Pre-existing Arrangement was a Qualified Automatic Contribution
      Arrangement described in Code section 401(k)(13)(B).

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (ii)

                	
                  o

                	
                  The
      Pre-existing Arrangement was an Eligible Automatic Contribution
      Arrangement described in Code section 414(w)(3).

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (2)

                	
                  With
      respect to an affected Participant, Automatic Enrollment Contributions
      will begin as soon as administratively feasible on or after (check
      one):

                
	 
      	 
      	 
      
	 
      	 
      	
                  (A)

                	
                  o

                	
                  The
      Participant’s Entry Date.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (B)

                	
                  o

                	
                  _______
      (minimum of 30) days following the Participant’s date of hire, but no
      sooner than the Participant’s Entry Date.

                
	 
      	 
      	 
      	 
      	 
      
	 	
                  Within
      a reasonable period ending no later than the day prior to the date
      Compensation subject to the reduction would otherwise become available to
      the Participant, an Eligible Employee may make an affirmative election not
      to have Automatic Enrollment Contributions made on his behalf. If an
      Eligible Employee makes no such affirmative election, his Compensation
      shall be reduced and Automatic Enrollment Contributions will be made on
      his behalf in accordance with the provisions of this Subsection (b), and
      Subsection (c), if applicable, until such Active Participant elects to
      change or revoke such Deferral Contributions as provided in Subsection
      1.07(a)(1). Automatic Enrollment Contributions shall be made only on
      behalf of Active Participants who are first hired by the Employer on or
      after the Automatic Enrollment Effective Date and do not have a
      Reemployment Commencement Date, unless otherwise provided
      below.

                
	
                   

                
	 
      	
                  (3)

                	
                  o

                	
                  Additionally,
      subject to the Note below, unless such affected Participant affirmatively
      elects otherwise within the reasonable period established by the Plan
      Administrator, Automatic Enrollment Contributions will be made with
      respect to the Employees described below. (Check all that
      apply).

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (A)

                	
                  o

                	
                  Inclusion
      of Previously Hired Employees. On the later of the date specified in
      Subsection (b)(2) with regard to such Eligible Employee or as soon as
      administratively feasible on or after the 30th day following the
      Notification Date specified in (iii) below, Automatic Enrollment
      Contributions will begin for the following Eligible Employees who were
      hired before the Automatic Enrollment Effective Date and have not had a
      Reemployment Commencement Date. (Check (i) or (ii), complete (iii), and
      complete (iv), if applicable).

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (i)

                	
                  o

                	
                  Unless
      otherwise elected in (iv) below, all such Employees who have never had a
      Deferral Contribution election in place. If the Employer has elected a
      QACA in Subsection (d) below, then for the effective date of this
      election, all Participants for whom contributions are being made pursuant
      to an automatic contribution arrangement at a percentage not at least
      equal to the rate specified above (or the limit of automatic increase(s)
      as specified in Subsection (c)(2) below, if greater) will be automatically
      enrolled on the 30th
      day following the Notification Date at the rate given in Subsection (b)(1)
      above.

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (ii)

                	
                  o

                	
                  Unless
      otherwise elected in (iv) below, all such Employees who have never had a
      Deferral Contribution election in place and were hired by the Employer
      before the Automatic Enrollment Effective Date, but after the following
      date: _______________.

                


        

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              49

              
                

              

            

            
               


            

          

        

         

        
          	 
      	 
      	 
      	
                  (iii)

                	
                  Notification
      Date: ______________.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (iv)

                	
                  o

                	
                  In
      addition to the group of Employees elected in (i) or (ii) above, any
      Employee described in (i) or (ii) above, as applicable, even if he has had
      a Deferral Contribution election in place previously, provided he is not
      suspended from making Deferral Contributions pursuant to the Plan and has
      a deferral rate of zero on the Notification Date. If the Employer has
      elected a QACA in Subsection (d) below, then for the effective date of
      this election, all Participants not deferring a percentage at least equal
      to the rate specified above (or the limit of automatic increase(s) as
      specified in Subsection (c)(2) below, if greater) will be automatically
      enrolled on the 30th
      day following the Notification Date at the rate given in Subsection (b)(1)
      above.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (B)

                	
                  o

                	
                  Inclusion
      of Rehired Employees. Unless otherwise stated herein, each Eligible
      Employee having a Reemployment Commencement Date on the Automatic
      Enrollment Effective Date. If Subsection (b)(3)(A)(ii) is selected, only
      such Employees with a Reemployment Commencement on or after the date
      specified in Subsection (b)(3)(A)(ii) will be automatically enrolled. If
      Subsection (b)(3)(A) is not selected, only such Employees with a
      Reemployment Commencement on or after the Automatic Enrollment Effective
      Date will be automatically enrolled. If Subsection (b)(2)(B) has been
      elected above, for purposes of Subsection (b)(2) only, such Employee’s
      Reemployment Commencement Date will be treated as his date of
      hire.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  (c)

                	
                  o

                	
                  Automatic
      Deferral Increase (Choose only if Automatic Enrollment Contributions are
      elected in Subsection (b) above) - Unless an Eligible
      Employee affirmatively elects otherwise after receiving appropriate
      notice, Deferral Contributions for each Active Participant having
      Automatic Enrollment Contributions made on his behalf shall be increased
      annually by the (whole number) percentage of Compensation stated in (1)
      below until the deferral percentage stated in Section 1.07(a)(1) is
      reached (except that the increase will be limited to only the percentage
      needed to reach the limit stated in Section 1.07(a)(1), if applying the
      percentage in (1) would exceed the limit stated in Section 1.07(a)(1)),
      unless the Employer has elected a lower percentage limit in Subsection
      (c)(2) below.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (1)

                	
                  Increase
      by _______% (except as such percentage may be modified for certain
      Eligible Employees through the Additional Provisions Addendum to the
      Adoption Agreement, but not to exceed 10%) of Compensation. Such increased
      Deferral Contributions shall be pre-tax Deferral Contributions regardless
      of any election made by the Participant to have any portion of his
      Deferral Contributions treated as a Roth 401(k)
    Contribution.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (2)

                	
                  o

                	
                  Limited
      to _______% of Compensation (not to exceed the percentage
      indicated in Subsection 1.07(a)(1)).

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (3)

                	
                  The
      Automatic Deferral Increase for each Participant still subject to it
      pursuant to Section 5.03(c) of the Basic Plan Document shall
      occur:

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (A)

                	
                  o

                	
                  On
      each anniversary of such Participant’s automatic enrollment date pursuant
      to (b)(2) or (b)(3) above, as applicable.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (B)

                	
                  o

                	
                  Except
      if selected below with regard to the first such annual increase, each year
      on the following date: ______________

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (i)

                	
                  o

                	
                  The
      automatic deferral increase shall not apply to a Participant within the
      first six months following the automatic enrollment date pursuant to
      (b)(2) or (b)(3) above, as
applicable.

                


        

         

        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              50

              
                

              

            

            
               


            

          

        

         

        
          	
                  (d)

                	
                  o

                	
                  Qualified
      Automatic Contribution Arrangement. The automatic
      contribution arrangement described in Sections (b) and (c) (if applicable)
      of this Addendum shall constitute a qualified automatic contribution
      arrangement described in Code Section 401(k)(13) (“QACA”), initially
      effective as of the following date: _________________________(can be no
      earlier than the first day of the first plan year beginning after December
      31, 2007).

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (1)

                	
                  o

                	
                  QACA
      Matching Employer Contribution Formula. Matching Employer Contributions
      used to satisfy the QACA must vest at least as rapidly as 100% once the
      Participant is credited with two Years of Service.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	
                  (A)

                	
                  o

                	 	
                  100%
      of the first 1% of the Active Participant’s Compensation contributed to
      the Plan and 50% of the next 5% of the Active Participant’s Compensation
      contributed to the Plan.

                
	 	 	 	 	 	 	 	 
	 
      	 
      	
                  Note: If the Employer selects this
      formula and does not elect Subsection 1.11(b) (or Subsection 1.11(f)
      through the Additional Provisions Addendum, as appropriate), Additional
      Matching Employer Contributions, Matching Employer Contributions will
      automatically meet the safe harbor contribution requirements for deemed
      satisfaction of the “ACP” test. (Employee Contributions must still be
      tested for “ACP” test purposes.)

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (B)

                	
                  (i)

                	
                  o

                	
                  Other
      Enhanced Match: ___% of the first ___% of the Active Participant’s
      Compensation contributed to the Plan,

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  ___%
      of the next __% of the Active Participant’s Compensation contributed to
      the Plan,

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                  ___%
      of the next __% of the Active Participant’s Compensation contributed to
      the Plan.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  Note: To satisfy the safe harbor
      contribution requirement for the “ADP” test, the percentages specified
      above for Matching Employer Contributions may not increase as the
      percentage of Compensation contributed increases, and the aggregate amount
      of Matching employer contributions at such rates must at least equal the
      aggregate amount of Matching Employer Contributions that would be made
      under the percentages described in (d)(1)(A) of this
    Addendum.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (ii)

                	
                  o

                	
                  The
      formula in (i) of this paragraph (B) is also intended to satisfy the safe
      harbor contribution requirement for deemed satisfaction of the “ACP” test
      with respect to Matching Employer Contributions. (Employee Contributions
      must still be tested for “ACP” test purposes.)

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (C)

                	
                  o

                	
                  Safe
      harbor Matching Employer Contributions shall not be made on behalf of
      Highly Compensated Employees.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (2)

                	
                  o

                	
                  QACA
      Nonelective Employer Contribution. Nonelective Employer Contributions used
      to satisfy the QACA must vest at least as rapidly as 100% once the
      Participant is credited with two Years of Service.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	
                  (A)

                	
                  o

                	 	
                  For
      each Plan Year, the Employer shall contribute for each eligible Active
      Participant an amount equal to ____% (not less than 3% nor more than 25%)
      of such Active Participant’s Compensation.

                
	 	 	 	 	 	 	 	 
	 	 	
                  (B)

                	
                  o

                	 	
                  The
      Employer may decide each Plan Year whether to amend the Plan by electing
      and completing (i) below to provide for a contribution on behalf of each
      eligible Active Participant in an amount equal to at least 3% of such
      Active Participant’s Compensation.

                
	 	 	 	 	 	 	 	 
	 
      	 
      	
                  Note: An employer that has selected
      paragraph (B) above must amend the Plan by electing (i) below no later
      than 30 days prior to the end of each Plan Year for which the QACA
      Nonelective Employer Contributions are being made.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (i)

                	
                  o

                	
                  For
      the Plan Year beginning _____, the Employer shall contribute for each
      eligible Active Participant an amount equal to ____% (not less than 3% nor
      more than 25%) of such Active Participant’s
  Compensation.

                


        

        


        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

        
          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              51

              
                

              

            

            
               


            

          

        

        

          
            	 
      	 
      	
                    (C)

                  	
                    o

                  	
                    QACA
      Nonelective Employer Contributions shall not be made on behalf of Highly
      Compensated Employees.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (D)

                  	
                    o

                  	
                    The
      employer has elected to make Matching Employer Contributions under
      Subsection 1.10 of the Adoption Agreement, if any, that are intended to
      meet the requirements for deemed satisfaction of the “ACP” test with
      respect to Matching Employer Contributions.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (3)

                  	
                    o

                  	
                    The
      Plan previously had a QACA, but the Plan was amended to remove the QACA
      effective: _______________.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    (e)

                  	
                    o

                  	
                    Eligible
      Automatic Contribution Arrangement. The automatic contribution
      arrangement described in Sections (b) and (c) (if applicable) of this
      Addendum shall constitute an eligible automatic enrollment arrangement
      described in Code Section 414(w) (“EACA”), effective as of the following
      date: ____________________ (can be no earlier than the first day of the
      first plan year beginning after December 31, 2007).

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (1)

                  	
                    o

                  	
                    Permissible
      Withdrawal. A Participant who has made an Automatic Enrollment
      Contribution pursuant to the EACA (an “EACA Participant”) shall be
      eligible to elect to withdraw the amount attributable to such Automatic
      Enrollment Contribution pursuant to the following
rules:

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (A)

                  	
                    The
      EACA Participant must make any such election within ninety days of his
      automatic enrollment date pursuant to (b)(2) or (b)(3) above, as
      applicable. Upon making such an election, the EACA Participant’s Deferral
      Contribution election will be set to zero until such time as the EACA
      Participant’s Deferral Contribution rate has changed pursuant to Section
      1.07(a)(1) or this Addendum.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (B)

                  	
                    The
      amount of such withdrawal shall be equal to the amount of the EACA
      Deferrals through the end of the fifteen day period beginning on the date
      the Participant makes the election described in (A) above, adjusted for
      allocable gains and losses to the date of such
  withdrawal.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (C)

                  	
                    Any
      amounts attributable to Employer Matching Contributions allocated to the
      Account of an EACA Participant with respect to EACA Deferrals that have
      been withdrawn pursuant to this Section (e)(1) shall be forfeited. In the
      event that Employer Matching Contributions would otherwise be allocated to
      the EACA Participant’s Account with respect to EACA Deferrals that have
      been so withdrawn, the Employer shall not contribute such Employer
      Matching Contributions to the Plan.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (2)

                  	 
      	
                    An
      Active Participant who is otherwise covered by the EACA but who makes an
      affirmative election regarding the amount of Deferral Contributions shall
      remain covered by the EACA solely for purposes of receiving any required
      notice from the Plan Administrator in connection with the EACA and for
      purposes of determining the period applicable to the distribution of
      certain excess contributions pursuant to Sections 6.04 and 6.07 of the
      Basic Plan Document.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (3)

                  	
                    o

                  	
                    The
      Plan previously allowed the Permissible Withdrawal described in (e)(1)
      above, but the Plan was amended to remove the Permissible Withdrawal
      effective for Participants automatically enrolled on or after the
      following date: ________________________.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    (f)

                  	
                    o

                  	
                    Coverage
      under the QACA and/or EACA. The QACA and/or EACA described in the previous
      sections of this PPA Addendum shall cover only those Active Participants
      eligible to affirmatively elect to make Deferral Contributions described
      below (Check all that apply. If Option (e)(1), Permissible Withdrawal, has
      been selected by the Employer, then all Employees subject to an automatic
      enrollment arrangement through the Plan must be covered by the
      EACA.):

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (1)

                  	
                    o

                  	
                    Those
      who are not employees of an unrelated employer listed in Section (c) of
      the Participating Employers Addendum and are not collectively bargained
      employees, as defined in Treasury Regulation section
      1.410(b)-6(d)(2).

                  


          

           

          
            	
                    Plan
      Number 01817

                  	
                    01817-1273692138

                  
	
                    The
      CORPORATEplan for RetirementSM

                  	 
      
	
                    Volume
      Submitter Defined Contribution Plan

                  	 
      


          


          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              52

              
                

              

            

            
               


            

          

          


          
            	 
      	
                    (2)

                  	
                    o

                  	
                    Those
      who are not employees of an unrelated employer listed in Section (c) of
      the Participating Employers Addendum and are collectively bargained
      employees, as defined in Treasury Regulation section 1.410(b)-6(d)(2),
      except for those covered under the following collective bargaining
      agreement(s): _________________________________.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (3)

                  	
                    o

                  	
                    Those
      who are employees of an unrelated employer listed in Section (c) of the
      Participating Employers Addendum, except as provided in (A) below if
      selected.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    (A)

                  	
                    o

                  	
                    Employees
      of the following unrelated employer(s) listed in Section (c) of the
      Participating Employers Addendum shall not be covered by the QACA and/or
      EACA:

                    ____________________________________________________________________________________________________

                    __________________________________________________________________________________________________.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Note: In the event the
      Plan’s automatic contribution arrangement is both an EACA and a QACA, the
      Employer’s elections in this subsection (f) apply to both the EACA and the
      QACA.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    (g)

                  	
                    þ

                  	
                    Qualified
      Reservist Distribution. A Participant called to active duty after
      September 11, 2001 for a period that is either indefinite or to exceed 179
      days and the Participant takes the distribution between the date of the
      call to active duty and the close of the active duty period. The
      distribution may be made only from amounts attributable to 401(k)
      deferrals and is exempt from the 10% income tax penalty that would
      otherwise apply if the Participant has not yet attained age 59-1/2. The
      PPA would further permit the Participant to repay the distribution to an
      IRA only (not to the plan) within two years after the end of the active
      duty period. This subsection (g) shall be effective to permit such
      distributions after the following date: ________________ (can be no
      earlier than September 11, 2001).

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    (h)

                  	
                    o

                  	
                    Change to
      Addendum Provisions. The Employer has amended the provisions of
      Subsection (a), (b), (c), (d), (e), (f) and/or (g) to be as indicated
      above.

                  


          

           

          Amendment
Execution

           

          IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
_____ day of ________________, ______.

          
            	 
      	 
      	 
      	 
      	 
      
	
                    Employer: Kaydon
      Corporation

                  	 
      	
                    Employer: Kaydon
      Corporation

                  
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Title:

                  	 
      	 
      	
                    Title:

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Accepted by: Fidelity
      Management Trust Company, as Trustee

                  
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      	
                    Date:

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Title:

                  	
                    Authorized
      Signatory

                  	 
      	 
      	 
      


          

          


          
            	
                    Plan
      Number 01817

                  	
                    01817-1273692138

                  
	
                    The
      CORPORATEplan for RetirementSM

                  	 
      
	
                    Volume
      Submitter Defined Contribution Plan

                  	 
      


          


          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              53

              
                

              

            

            
               


            

          

           

          effective
dates for interim legal compliance snap off addendum

           

          for

          
            	 
      	 
      	 
      	 
      	 
      
	 
      	
                    Plan
      Name: Kaydon Corporation Employee
      Stock Ownership and Thrift Plan

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    Notwithstanding
      any other provision of the Plan to the contrary, to comply with changes
      required by the Economic Growth and Tax Relief Reconciliation Act of 2001
      (“EGTRRA”), Treasury regulations under Code Section 401(a)(9) (“401(a)(9)
      Regulations”), final Treasury regulations under Code Section 401(k)
      (“final 401(k) Regulations”), and final Treasury regulations under Code
      Section 401(m) (“final 401(m) Regulations”), the following provisions
      shall apply effective as of the dates set forth below:

                  
	 
      	 
      	 
      	 
      	 
      
	
                    (a)

                  	
                    EGTRRA
      Compliance - Unless a later date is specified below, the following
      changes for compliance with EGTRRA were effective as of the first day of
      the first Plan Year beginning on or after January 1,
  2002:

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (1)

                  	
                    Code Section 401(a)(17)
      Compensation Limit – The dollar limitation on compensation used to
      calculate contributions, apply the limitations in effect under Code
      Section 415, apply the ADP and ACP tests, and apply the top-heavy rules
      was increased to $200,000, as adjusted.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (2)

                  	
                    þ

                  	
                    Catch-Up Contributions –
      Unless a later date is specified below, the Plan was amended to
      provide for Catch-Up Contributions.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (A)

                  	
                    o

                  	
                    Later Effective Date.
      Catch-Up Contributions were permitted after the first day of the first
      Plan Year beginning on or after January 1, 2002: 

                  
	 	 	 	 	 
	 	 	 	 	Later
      effective date: _____________ (month/day/year)
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (B)

                  	
                    o

                  	
                    Discontinuation of Catch-Up
      Contributions. Catch-Up Contributions were discontinued effective
      as of: _______________
      (month/day/year)

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (3)

                  	
                    Rollovers of After-Tax
      Contributions to the Plan –Unless otherwise specified below, the
      Plan accepted direct rollovers of after-tax employee contributions from
      plans qualified under Code Section 401(a).

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (A)

                  	
                    o

                  	
                    Rollovers of After-Tax
      Contributions Never Permitted. The Plan has never
      accepted direct rollovers of after-tax employee
    contributions.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (B)

                  	
                    o

                  	
                    Later Effective Date.
      The Plan did not accept direct rollovers of after-tax employee
      contributions until a date later than the first day of the first Plan Year
      beginning on or after January 1, 2002:

                  
	 	 	 	 	 
	 	 	 	 	Effective
      Date: ______________________________
      (month/day/year)
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (C)

                  	
                    o

                  	
                    Discontinuation of After-Tax
      Rollovers. The Plan ceased to accept direct rollovers of after-tax
      employee contributions effective as of: __________ (month/day/year)

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (4)

                  	
                    Rollovers from Other Eligible
      Retirement Plans – Unless otherwise specified below, in addition to
      accepting Rollover Contributions from plans qualified under Code Section
      401(a) or 403(a), the Plan was amended to accept Rollover Contributions
      from annuity contracts described in Code Section 403(b) (excluding
      after-tax employee contributions), eligible plans under Code Section
      457(b) maintained by a state, political subdivision of a state, or any
      agency or instrumentality of a state or political subdivision of a state,
      and individual retirement accounts or annuities described in Code Section
      408(a) or 408(b).

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (A)

                  	
                    o

                  	
                    The
      Plan did not accept Rollover Contributions from annuity contracts
      described in Code Section 403(b) (excluding after-tax employee
      contributions) until a date later than the first day of the first Plan
      Year beginning on or after January 1, 2002:

                  
	 	 	 	 	 
	 	 	 	 	Effective
      Date: ______________________________
      (month/day/year) (cannot be
      later than the date the Plan was restated onto a Fidelity Prototype or
      Volume Submitter)


          

           

          
            	
                    Plan
      Number 01817

                  	
                    01817-1273692138

                  
	
                    The
      CORPORATEplan for RetirementSM

                  	 
      
	
                    Volume
      Submitter Defined Contribution Plan

                  	 
      


          


          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              54

              
                

              

            

            
               


            

          

           

          
            	 
      	 
      	
                    (B)

                  	
                    o

                  	
                    The
      Plan did not accept Rollover Contributions from an eligible plans under
      Code Section 457(b) maintained by a state, political subdivision of a
      state, or any agency or instrumentality of a state or political
      subdivision of a state until a date later than the first day of the first
      Plan Year beginning on or after January 1, 2002:

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                    Effective
      Date: ______________________________
      (month/day/year) (cannot be
      later than the date the Plan was restated onto a Fidelity Prototype or
      Volume Submitter)

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (C)

                  	
                    o

                  	
                    The
      Plan did not accept Rollover Contributions from individual retirement
      accounts or annuities described in Code Section 408(a) or 408(b) until a
      date later than the first day of the first Plan Year beginning on or after
      January 1, 2002:

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                    Effective
      Date: ______________________________
      (month/day/year) (cannot be
      later than the date the Plan was restated onto a Fidelity Prototype or
      Volume Submitter)

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (5)

                  	
                    Multiple Use Test – To
      the extent applicable, the provisions of the Plan proscribing multiple use
      of the alternative limitations under Code Sections 401(k)(3)(A)(ii)(II)
      and 401(m)(2)(A)(ii), as provided in Treasury Regulations Section
      1.401(m)-2, were deleted.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (6)

                  	
                    415 Limitations – The
      Plan was amended to reflect the Code Section 415 limitations in effect
      under EGTRRA, as described in Section 6.12 of the Basic Plan
      Document.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (7)

                  	
                    o

                  	
                    Vesting of Matching Employer
      Contributions – Except as otherwise specified below, the Plan was
      amended to change the vesting schedule applicable to Matching Employer
      Contributions to comply with EGTRRA for Participants who complete an Hour
      of Service on or after the effective date. Unless otherwise elected below,
      the amended vesting schedule applies to all accrued benefits derived from
      Matching Employer Contributions.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (A)

                  	
                    o

                  	
                    Delayed Effective Date for
      Bargained Plan. The Plan was maintained pursuant to one or more
      collective bargaining agreements ratified by June 1, 2001 and the
      effective date of the revised vesting schedule was later than the first
      day of the first Plan Year beginning on or after January 1,
      2002:

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                    Effective
      Date: ___________
      (month/day/year) (cannot be
      later than the earlier of (i) January 1, 2006 or (ii) the later of the
      date on which the last of the collective bargaining agreements described
      above terminates (without regard to any extension on or after June 1,
      2001) or January 1, 2002)

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (B)

                  	
                    o

                  	
                    Grandfathered Application of
      Prior Vesting Schedule. The vesting schedule in effect before the
      amendment continues to apply to the portion of a Participant’s accrued
      benefit derived from Matching Employer Contributions made to the Plan for
      a Plan Year beginning before the effective date.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (8)

                  	
                    Loans by Owner-Employees and
      Shareholder-Employees – If the Plan provided for loans to
      Participants from Plan assets, the Plan was amended to eliminate the
      restriction on loans to owner-employees, as defined in Code Section
      401(c)(3), and shareholder-employees, as defined in ERISA Section
      408(d)(3).

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    (9)

                  	
                    Hardship Withdrawals –
      Suspension of Contributions – Except as otherwise specified below,
      if the Plan provided for hardship withdrawals in accordance with the safe
      harbor in Treasury Regulations Section 1.401(k)-1(d)(2)(iv)(B), the Plan
      was amended to change the suspension period applicable to elective
      contributions and employee contributions from 12 months to 6
      months.

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (A)

                  	
                    o

                  	
                    Delayed Effective Date.
      The change in the suspension period was effective later than the first day
      of the first Plan Year beginning on or after January 1,
    2002:

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                    Effective
      Date: ______________________________
      (month/day/year) (cannot be
      later than the date the Plan was restated onto a Fidelity Prototype or
      Volume Submitter)

                  


          

          


          
            	
                    Plan
      Number 01817

                  	
                    01817-1273692138

                  
	
                    The
      CORPORATEplan for RetirementSM

                  	 
      
	
                    Volume
      Submitter Defined Contribution Plan

                  	 
      


          

           

          
            
              © 2008
FMR Corp.

              All
rights reserved.

               


            

            
              55

              
                

              

            

            
               


            

          

        

      

       

      
        	 
      	
                (10)

              	
                Hardship Withdrawals –
      Elimination of Reduction in 402(g) Limit – Except as otherwise
      specified below, if the Plan provided for hardship withdrawals in
      accordance with the safe harbor in Treasury Regulations Section
      1.401(k)-1(d)(2)(iv)(B), the Plan was amended to eliminate the reduction
      in the Code Section 402(g) limit for calendar years beginning on and after
      January 1, 2002 with respect to Participants receiving a hardship
      withdrawal on or after January 1, 2001.

              
	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                o

              	
                Delayed Effective Date.
      The reduction in the 402(g) limit was eliminated for calendar years
      beginning on and after January 1, ______________________
      (cannot be
      later than the year following the date the Plan was restated onto a
      Fidelity Prototype or Volume Submitter) with respect to
      Participants receiving a hardship withdrawal on or after January 1st of
      the year prior to the year indicated in this Subsection
      (a)(10)(A).

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                (11)

              	
                þ

              	
                Distribution Upon Severance
      from Employment – The Plan was amended to permit distribution of
      Deferral Contributions, Qualified Nonelective Contributions, Qualified
      Matching Contributions, 401(k) Safe Harbor Matching Employer
      Contributions, and 401(k) Safe Harbor Nonelective Employer Contributions
      upon a Participant’s severance from employment rather than requiring a
      separation from service.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                þ

              	
                Delayed Effective Date.
      Distribution upon severance from employment was not permitted until after
      the first day of the first Plan Year beginning on or after January 1,
      2002:

              
	 	 	 	 	 
	 	 	 	 	Effective
      Date: 06/01/2010
    (month/day/year)
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                (B)

              	
                o

              	
                Limitation on Rule.
      Distribution upon severance from employment was effective only for
      severances occurring after: _______________ (month/day/year)

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                (12)

              	
                Rollovers Out of the
      Plan – The Plan was amended to permit direct rollovers of “eligible
      rollover distributions” (as defined in Subsection 13.04(c) of the Basic
      Plan Document) from the Plan by the Participant, the Participant’s
      surviving spouse, or the Participant’s spouse or former spouse who is the
      alternate payee under a qualified domestic relations order to any
      “eligible retirement plan” (as defined in Subsection 13.04(b) of the Basic
      Plan Document).

              
	 
      	 
      	 
      
	 
      	
                (13)

              	
                Top-Heavy Modifications
      – The Plan was amended to comply the top-heavy provisions with EGTRRA by:
      (i) modifying the definition of “key employee” as provided in Subsection
      15.01(d) of the Basic Plan Document, (ii) including for purposes of the
      top-heavy determination any distribution made to an employee on account of
      severance from employment, death, disability, or termination of a plan
      during the one-year period ending on the “determination date”, as defined
      in Subsection 15.01(a) of the Basic Plan Document, and any other
      distribution made during the five-year period ending on the “determination
      date”, (iii) excluding for purposes of the top-heavy determination the
      accrued benefits and accounts of any individual who has not performed
      services for the 1-year period ending on the “determination date”, (iv)
      permitting matching contributions to be taken into account for purposes of
      satisfying the top-heavy minimum contribution requirement, and (v)
      providing that the top-heavy provisions are inapplicable for years in
      which a plan consists solely of a cash or deferred arrangement that meets
      the requirements of Code Section 401(k(12) and, if applicable, matching
      contributions with respect to which the requirements of Code Section
      401(m)(11) are met.

              
	 
      	 
      	 
      
	 
      	
                (14)

              	
                o

              	
                Disregard Rollovers in Applying
      Cashout Rules – The Plan was amended to exclude Rollover
      Contributions in determining whether a Participant’s Account exceeded the
      cashout limit specified in the Plan.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                o

              	
                Delayed Effective Date.
      Rollover Contributions were not excluded for cashout purposes until after
      the first day of the first Plan Year beginning on or after January 1,
      2002:

              
	 	 	 	 	 
	 
      	 
      	 
      	 
      	
                Effective
      Date: ______________________________
      (month/day/year)

              


      

       

      
        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

      

       

      
        
          
            © 2008
FMR Corp.

            All
rights reserved.

             


          

          
            56

            
              

            

          

          
             


          

        

      

       

      
        	 
      	 
      	
                (B)

              	
                Rollover Contributions Included
      in Applying Cashout Rules. The Plan was further amended to include
      Rollover Contributions in determining whether a Participant’s Account
      exceeded the cashout limit specified in the Plan as of the date specified
      below:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Effective
      Date: ______________________________
      (month/day/year) (cannot be
      later than the date the Plan was restated onto a Fidelity Prototype or
      Volume Submitter)

              
	 
      	 
      	 
      	 
      
	
                (b)

              	
                401(a)(9)
      Regulations Compliance - The Plan was amended to comply with
      401(a)(9) Regulations as follows:

              
	 
      	 
      
	 
      	
                (1)

              	
                þ

              	
                Compliance with Proposed
      Regulations. The Plan was amended to apply the minimum distribution
      requirements of Code Section 401(a)(9) in accordance with the regulations
      under Code Section 401(a)(9) that were proposed in January 2001 with
      respect to distributions made for the following calendar
      years:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                o

              	
                2001
      calendar year.

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                (B)

              	
                þ

              	
                2002
      calendar year.

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                (2)

              	
                Compliance with Final
      Regulations. Except as otherwise specified below, the Plan was
      amended to apply the minimum distribution requirements of Code Section
      401(a)(9) in accordance with the final regulations under Code Section
      401(a)(9) that were published in April 2002 with respect to distributions
      made for calendar years beginning on or after January 1,
    2003.

              
	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                o

              	
                Earlier Effective Date.
      Distributions were made in accordance with the final regulations for
      calendar years beginning on or after January 1, 2002.

              
	 
      	 
      	 
      	 
      	 
      
	
                (c)

              	
                Automatic
      Rollover Compliance - Except as otherwise specified below, if the
      Plan provided for cash outs of small benefits, effective as of March 28,
      2005, the Plan was amended to comply with the automatic rollover rules of
      EGTRRA by reducing the cashout limit applicable to Participants to
      $1,000:

              
	 
      	 
      
	 
      	
                (1)

              	
                o

              	
                Instead
      of reducing the cashout limit, the Plan was amended to provide that
      mandatory distributions greater than $1,000 would be rolled over directly
      to an individual retirement plan designated by the
      Administrator.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                o

              	
                The
      Plan was subsequently amended, as of the date specified below, to reduce
      the cashout limit to $1,000:

              
	 	 	 	 	 
	 	 	 	 	Effective
      Date: ______________________________
      (month/day/year)
	 	 	 	 	 
	
                (d)

              	
                Final
      401(k) and 401(m) Regulations Compliance - Unless a different date
      is specified below, the following changes for compliance with the final
      401(k) and final 401(m) Regulations were effective as of the first day of
      the first Plan Year beginning on or after January 1,
  2006:

              
	 
      	 
      
	 
      	
                (1)

              	
                o

              	
                Earlier Effective Date.
      The Plan was amended to comply with the final 401(k) and final 401(m)
      Regulations effective as of the first day of the following Plan Year:
      ______________ (cannot be
      later than the 2006 Plan Year)

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Note: If an earlier Plan
      Year is selected above, it must have ended after December 29, 2004 and the
      Plan must have been operated in compliance with the final 401(k) and final
      401(m) Regulations for the full Plan Year and all subsequent Plan
      Years.

              
	 
      	 
      	 
      	 
      
	 
      	
                (2)

              	
                Qualified Nonelective
      Contributions. Unless a later date is specified below, if the Plan
      provided for Qualified Nonelective Contributions (“QNECs”) to be allocated
      pursuant to a “bottoms up” or other formula that could violate the
      requirements of Treasury Regulations Section 1.401(k)-2(a)(6)(iv) or
      1.401(m)-2(a)(6)(v) (excluding disproportionate QNECs in applying the ADP
      and ACP tests), the QNEC allocation formula was amended to comply with
      such regulations.

              
	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                o

              	
                Later Effective Date.
      The QNEC allocation formula was amended after the general effective date
      for compliance with the final 401(k) and final 401(m) Regulations
      described above.

              


      

       

      
        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

      

      


      
        
          
            © 2008
FMR Corp.

            All
rights reserved.

             


          

          
            57

            
              

            

          

          
             


          

        

      

       

      
        	 
      	 
      	 
      	
                Effective
      Date: ______________ (month/day/year) (cannot be
      later than the date the Plan was restated onto a Fidelity Prototype or
      Volume Submitter)

              
	 
      	 
      	 
      	 
      
	 
      	
                (3)

              	
                Gap Period Income. If
      not previously provided under the Plan, the Plan was amended to provide
      that for purposes of corrective distributions of “excess deferrals”,
      “excess contributions”, and “excess aggregate contributions”, income and
      loss on such amounts would be calculated for the gap period between the
      end of the “determination year” and the date of
    distribution.

              
	 
      	 
      	 
      
	 
      	
                (4)

              	
                Hardship Withdrawal
      Events. Unless a later date is specified below, if the Plan
      provided for hardship withdrawals upon the occurrence of a deemed
      immediate and heavy financial need, as described in Treasury Regulations,
      the Plan was amended to add the deemed needs described in Treasury
      Regulations Section 1.401(k)-1(d)(3)(iii)(B)(5) and (6) (funeral and
      casualty expenses).

              
	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                o

              	
                Later Effective Date.
      The additional deemed immediate and heavy financial needs were amended
      after the general effective date for compliance with the final 401(k) and
      final 401(m) Regulations described above.

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Effective
      Date: ______________ (month/day/year) (cannot be
      later than the date the Plan was restated onto a Fidelity Prototype or
      Volume Submitter)

              
	 
      	 
      	 
      	 
      	 
      
	(e)	o	
                Roth 401(k)
      Contributions - Prior to the Adoption Agreement effective date
      specified in Subsection 1.01(g)(1), the Plan was amended to provide for
      Roth 401(k) Contributions.

              
	 	 	 	 	 
	 
      	
                (1)

              	
                Effective Date. Unless a
      later effective date is specified below, Roth 401(k) Contributions were
      permitted beginning January 1, 2006.

              
	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                Later
      effective date ________________ (month/day/year) (cannot be
      prior to January 1, 2006)

              
	 
      	 
      	 
      	 
      
	 
      	
                (2)

              	
                o

              	
                Discontinuation of Roth 401(k)
      Contributions. Roth 401(k) Contributions were discontinued
      effective as of: ____________________
      (month/day/year)

              
	 
      	 
      	 
      	 
      
	
                (f)

              	
                o

              	
                Rollovers
      of Roth 401(k) Contributions - Prior to the Adoption Agreement
      effective date specified in Subsection 1.01(g)(1), the Plan was amended to
      permit rollovers of Roth Contributions into the Plan.

              
	 
      	 
      	 
      	 
      
	 
      	
                (1)

              	
                o

              	
                Direct Rollovers. Unless
      a later effective date is specified below, direct rollovers of Roth
      Contributions were permitted to be made to the Plan from an applicable
      retirement plan described in Code Section 402A(e)(1), subject to Code
      Section 402(c), beginning January 1, 2006.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                Later
      effective date: ________________ (month/day/year) (cannot be
      prior to January 1, 2006)

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (B)

              	
                o

              	
                Discontinuation of Direct
      Rollovers. Direct rollovers of Roth Contributions were discontinued
      effective as of: _____________
      (month/day/year)

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                (2)

              	
                o

              	
                Participant Rollovers.
      Unless a later effective date is specified below, “participant rollovers”
      of the taxable portion of a distribution of Roth Contributions were
      permitted to be made to the Plan from an applicable retirement plan
      described in Code Section 402A(e)(1). “Participant rollovers” are
      rollovers other than direct rollovers, as described in Code Section
      401(a)(31).

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (A)

              	
                Later
      effective date: ________________ (month/day/year) (cannot be
      prior to January 1, 2006)

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (B)

              	
                o

              	
                Discontinuation of Participant
      Rollovers. Direct rollovers of Roth Contributions were discontinued
      effective as of: _____________ (month/day/year) (cannot be
      later than the date the Plan was restated onto a Fidelity Prototype or
      Volume Submitter)

              


      

       

      
        
          	
                  Plan
      Number 01817

                	
                  01817-1273692138

                
	
                  The
      CORPORATEplan for RetirementSM

                	 
      
	
                  Volume
      Submitter Defined Contribution Plan

                	 
      


        

         

      

      
        
          
            © 2008
FMR Corp.

            All
rights reserved.

             


          

          
            58

            
              

            

          

          
             


          

        

      

    

     

    
      Volume
Submitter

      Defined
Contribution
Plan

       

      Fidelity
Basic
Plan
Document
No.
14

       

      
        
          The CORPORATEplan for RetirementSM

          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
           


          
            

          

        

        
           


        

      

       

      Kaydon Corporation Employee Stock
Ownership and Thrift Plan.

      
        	 
      	 
      	 
      	 
      
	
                PREAMBLE

              	 
      	
                1

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      1.          ADOPTION
      AGREEMENT

              	 
      	
                1

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      2.          DEFINITIONS

              	 
      	
                1

              
	 
      	 
      	 
      	 
      
	
                2.01.

              	
                Definitions

              	 
      	
                1

              
	
                2.02.

              	
                Interpretation
      and
      Construction of
      Terms

              	 
      	
                10

              
	
                2.03.

              	
                Special
      Effective Dates

              	 
      	
                10

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      3.          SERVICE

              	 
      	
                10

              
	 
      	 
      	 
      	 
      
	
                3.01.

              	
                Crediting
      of Eligibility Service

              	 
      	
                10

              
	
                3.02.

              	
                Re-Crediting
      of
      Eligibility Service Following Termination of
      Employment

              	 
      	
                11

              
	
                3.03.

              	
                Crediting
      of
      Vesting Service

              	 
      	
                11

              
	
                3.04.

              	
                Application
      of
      Vesting Service to a Participant’s Account Following a Break in Vesting
      Service

              	 
      	
                11

              
	
                3.05.

              	
                Service
      with
      Predecessor Employer

              	 
      	
                11

              
	
                3.06.

              	
                Change
      in Service Crediting

              	 
      	
                11

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      4.          PARTICIPATION

              	 
      	
                12

              
	 
      	 
      	 
      	 
      
	
                4.01.

              	
                Date
      of Participation

              	 
      	
                12

              
	
                4.02.

              	
                Transfers
      Out of
      Covered Employment

              	 
      	
                12

              
	
                4.03.

              	
                Transfers
      Into Covered Employment

              	 
      	
                12

              
	
                4.04.

              	
                Resumption
      of
      Participation Following Reemployment

              	 
      	
                12

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      5.          CONTRIBUTIONS

              	 
      	
                13

              
	 
      	 
      	 
      	 
      
	
                5.01.

              	
                Contributions
      Subject to Limitations

              	 
      	
                13

              
	
                5.02.

              	
                Compensation
      Taken into Account in Determining Contributions

              	 
      	
                13

              
	
                5.03.

              	
                Deferral
      Contributions

              	 
      	
                13

              
	
                5.04.

              	
                Employee
      Contributions

              	 
      	
                15

              
	
                5.05.

              	
                No
      Deductible Employee Contributions

              	 
      	
                15

              
	
                5.06.

              	
                Rollover
      Contributions

              	 
      	
                15

              
	
                5.07.

              	
                Qualified
      Nonelective Employer Contributions

              	 
      	
                16

              
	
                5.08.

              	
                Matching
      Employer Contributions

              	 
      	
                17

              
	
                5.09.

              	
                Qualified
      Matching Employer Contributions

              	 
      	
                17

              
	
                5.10.

              	
                Nonelective
      Employer Contributions

              	 
      	
                18

              
	
                5.11.

              	
                Vested
      Interest in Contributions

              	 
      	
                19

              
	
                5.12.

              	
                Time
      for Making Contributions

              	 
      	
                19

              
	
                5.13.

              	
                Return
      of Employer Contributions

              	 
      	
                20

              
	
                5.14.

              	
                Frozen
      Plan

              	 
      	
                20

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      6.          LIMITATIONS
      ON CONTRIBUTIONS

              	 
      	
                20

              
	 
      	 
      	 
      	 
      
	
                6.01.

              	
                Special
      Definitions

              	 
      	
                20

              
	
                6.02.

              	
                Code
      Section 402(g)
      Limit on Deferral Contributions

              	 
      	
                26

              
	
                6.03.

              	
                Additional
      Limit on Deferral Contributions (“ADP” Test)

              	 
      	
                27

              
	
                6.04.

              	
                Allocation
      and Distribution of “Excess Contributions”

              	 
      	
                28

              
	
                6.05.

              	
                Reductions
      in Deferral Contributions to Meet Code Requirements

              	 
      	
                28

              
	
                6.06.

              	
                Limit
      on Matching Employer Contributions and Employee Contributions (“ACP”
      Test)

              	 
      	
                28

              


      

       

      
        
          The CORPORATEplan for RetirementSM

          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          i 


          
            

          

        

        
           


        

      

       

      
        	
                6.07.

              	
                Allocation,
      Distribution, and Forfeiture of “Excess Aggregate
      Contributions”

              	 
      	
                30

              
	
                6.08.

              	
                Income
      or Loss on Distributable Contributions

              	 
      	
                30

              
	
                6.09.

              	
                Deemed
      Satisfaction of “ADP” Test

              	 
      	
                30

              
	
                6.10.

              	
                Deemed
      Satisfaction of “ACP” Test With Respect to Matching Employer
      Contributions

              	 
      	
                32

              
	
                6.11.

              	
                Changing
      Testing Methods

              	 
      	
                33

              
	
                6.12.

              	
                Code
      Section 415 Limitations

              	 
      	
                34

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      7.          PARTICIPANTS’
      ACCOUNTS

              	 
      	
                36

              
	 
      	 
      	 
      	 
      
	
                7.01.

              	
                Individual
      Accounts

              	 
      	
                36

              
	
                7.02.

              	
                Valuation
      of Accounts

              	 
      	
                37

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      8.          INVESTMENT
      OF CONTRIBUTIONS

              	 
      	
                37

              
	 
      	 
      	 
      	 
      
	
                8.01.

              	
                Manner
      of Investment

              	 
      	
                37

              
	
                8.02.

              	
                Investment
      Decisions

              	 
      	
                37

              
	
                8.03.

              	
                Participant
      Directions to Trustee

              	 
      	
                38

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      9.          PARTICIPANT
      LOANS

              	 
      	
                38

              
	 
      	 
      	 
      	 
      
	
                9.01.

              	
                Special
      Definition

              	 
      	
                38

              
	
                9.02.

              	
                Participant
      Loans

              	 
      	
                38

              
	
                9.03.

              	
                Separate
      Loan Procedures

              	 
      	
                38

              
	
                9.04.

              	
                Availability
      of Loans

              	 
      	
                38

              
	
                9.05.

              	
                Limitation
      on Loan Amount

              	 
      	
                38

              
	
                9.06.

              	
                Interest
      Rate

              	 
      	
                38

              
	
                9.07.

              	
                Level
      Amortization

              	 
      	
                39

              
	
                9.08.

              	
                Security

              	 
      	
                39

              
	
                9.09.

              	
                Loan
      Repayments

              	 
      	
                39

              
	
                9.10.

              	
                Default

              	 
      	
                39

              
	
                9.11.

              	
                Effect
      of Termination Where Participant has Outstanding Loan
    Balance

              	 
      	
                40

              
	
                9.12.

              	
                Deemed
      Distributions Under Code Section 72(p)

              	 
      	
                40

              
	
                9.13.

              	
                Determination
      of Vested Interest Upon Distribution Where Plan Loan is
      Outstanding

              	 
      	
                40

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      10.       IN-SERVICE
      WITHDRAWALS

              	 
      	
                40

              
	 
      	 
      	 
      	 
      
	
                10.01.

              	
                Availability
      of In-Service Withdrawals

              	 
      	
                40

              
	
                10.02.

              	
                Withdrawal
      of Employee Contributions

              	 
      	
                40

              
	
                10.03.

              	
                Withdrawal
      of Rollover Contributions

              	 
      	
                41

              
	
                10.04.

              	
                Age
      59 1/2 Withdrawals

              	 
      	
                41

              
	
                10.05.

              	
                Hardship
      Withdrawals

              	 
      	
                41

              
	
                10.06.

              	
                Preservation
      of Prior Plan In-Service Withdrawal Rules

              	 
      	
                42

              
	
                10.07.

              	
                Restrictions
      on In-Service Withdrawals

              	 
      	
                43

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      11.       RIGHT
      TO BENEFITS

              	 
      	
                43

              
	 
      	 
      	 
      	 
      
	
                11.01.

              	
                Normal
      or Early Retirement

              	 
      	
                43

              
	
                11.02.

              	
                Late
      Retirement

              	 
      	
                43

              
	
                11.03.

              	
                Disability
      Retirement

              	 
      	
                43

              
	
                11.04.

              	
                Death

              	 
      	
                44

              
	
                11.05.

              	
                Other
      Termination of Employment

              	 
      	
                44

              
	
                11.06.

              	
                Application
      for Distribution

              	 
      	
                44

              
	
                11.07.

              	
                Application
      of Vesting Schedule Following Partial Distribution

              	 
      	
                44

              
	
                11.08.

              	
                Forfeitures

              	 
      	
                45

              
	
                11.09.

              	
                Application
      of Forfeitures

              	 
      	
                45

              
	
                11.10.

              	
                Reinstatement
      of Forfeitures

              	 
      	
                45

              


      

       

      
        
          The CORPORATEplan for RetirementSM

          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          ii

          
            

          

        

        
           


        

      

       

      
        	
                11.11.

              	
                Adjustment
      for Investment Experience

              	 
      	
                46

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      12.        DISTRIBUTIONS

              	 
      	
                46

              
	 
      	 
      	 
      	 
      
	
                12.01.

              	
                Restrictions
      on Distributions

              	 
      	
                46

              
	
                12.02.

              	
                Timing
      of Distribution Following Retirement or Termination of Employment

              	 
      	
                47

              
	
                12.03.

              	
                Participant
      Consent to Distribution

              	 
      	
                47

              
	
                12.04.

              	
                Required
      Commencement of Distribution to Participants

              	 
      	
                47

              
	
                12.05.

              	
                Required
      Commencement of Distribution to Beneficiaries

              	 
      	
                47

              
	
                12.06.

              	
                Whereabouts
      of Participants and Beneficiaries

              	 
      	
                49

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      13.        FORM
      OF DISTRIBUTION

              	 
      	
                49

              
	 
      	 
      	 
      	 
      
	
                13.01.

              	
                Normal
      Form of Distribution Under Profit Sharing Plan

              	 
      	
                49

              
	
                13.02.

              	
                Cash
      Out Of Small Accounts

              	 
      	
                49

              
	
                13.03.

              	
                Minimum
      Distributions

              	 
      	
                50

              
	
                13.04.

              	
                Direct
      Rollovers

              	 
      	
                53

              
	
                13.05.

              	
                Notice
      Regarding Timing and Form of Distribution

              	 
      	
                53

              
	
                13.06.

              	
                Determination
      of Method of Distribution

              	 
      	
                54

              
	
                13.07.

              	
                Notice
      to Trustee

              	 
      	
                54

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      14.        SUPERSEDING
      ANNUITY DISTRIBUTION PROVISIONS

              	 
      	
                54

              
	 
      	 
      	 
      	 
      
	
                14.01.

              	
                Special
      Definitions

              	 
      	
                54

              
	
                14.02.

              	
                Applicability

              	 
      	
                55

              
	
                14.03.

              	
                Annuity
      Form of Payment

              	 
      	
                55

              
	
                14.04.

              	
                “Qualified
      Joint and Survivor Annuity” and “Qualified Preretirement Survivor Annuity”
      Requirements

              	 
      	
                55

              
	
                14.05.

              	
                Waiver
      of the “Qualified Joint and Survivor Annuity” and/or “Qualified
      Preretirement Survivor Annuity” Rights

              	 
      	
                56

              
	
                14.06.

              	
                Spouse’s
      Consent to Waiver

              	 
      	
                56

              
	
                14.07.

              	
                Notice
      Regarding “Qualified Joint And Survivor Annuity”

              	 
      	
                57

              
	
                14.08.

              	
                Notice
      Regarding “Qualified Preretirement Survivor Annuity”

              	 
      	
                57

              
	
                14.09.

              	
                Former
      Spouse

              	 
      	
                57

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      15.        TOP-HEAVY
      PROVISIONS

              	 
      	
                57

              
	 
      	 
      	 
      	 
      
	
                15.01.

              	
                Definitions

              	 
      	
                57

              
	
                15.02.

              	
                Application

              	 
      	
                59

              
	
                15.03.

              	
                Minimum
      Contribution

              	 
      	
                59

              
	
                15.04.

              	
                Determination
      of Minimum Required Contribution

              	 
      	
                60

              
	
                15.05.

              	
                Accelerated
      Vesting

              	 
      	
                60

              
	
                15.06.

              	
                Exclusion
      of Collectively-Bargained Employees

              	 
      	
                60

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      16.        AMENDMENT
      AND TERMINATION

              	 
      	
                61

              
	 
      	 
      	 
      	 
      
	
                16.01.

              	
                Amendments
      by the Employer that do Not Affect Volume Submitter Status

              	 
      	
                61

              
	
                16.02.

              	
                Amendments
      by the Employer Adopting Provisions not Included in Volume Submitter
      Specimen Plan

              	 
      	
                61

              
	
                16.03.

              	
                Amendment
      by the Volume Submitter Sponsor

              	 
      	
                61

              
	
                16.04.

              	
                Amendments
      Affecting Vested Interest and/or Accrued Benefits

              	 
      	
                 61

              
	
                16.05.

              	
                Retroactive
      Amendments made by Volume Submitter Sponsor

              	 
      	
                62

              
	
                16.06.

              	
                Termination
      and Discontinuation of Contributions

              	 
      	
                62

              
	
                16.07.

              	
                Distribution
      upon Termination of the Plan

              	 
      	
                62

              
	
                16.08.

              	
                Merger
      or Consolidation of Plan; Transfer of Plan Assets

              	 
      	
                62

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      17.        AMENDMENT
      AND CONTINUATION OF PRIOR PLAN; TRANSFER OF FUNDS TO OR FROM OTHER
      QUALIFIED PLANS

              	 
      	
                63

              


      

       

      
        
          The CORPORATEplan for RetirementSM

          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          iii  

          
            

          

        

        
           


        

      

       

      
        	
                17.01.

              	
                Amendment
      and Continuation of Prior Plan

              	 
      	
                63

              
	
                17.02.

              	
                Transfer
      of Funds from an Existing Plan

              	 
      	
                63

              
	
                17.03.

              	
                Acceptance
      of Assets by Trustee

              	 
      	
                64

              
	
                17.04.

              	
                Transfer
      of Assets from Trust

              	 
      	
                65

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      18.        MISCELLANEOUS

              	 
      	
                66

              
	 
      	 
      	 
      	 
      
	
                18.01.

              	
                Communication
      to Participants

              	 
      	
                66

              
	
                18.02.

              	
                Limitation
      of Rights

              	 
      	
                66

              
	
                18.03.

              	
                Nonalienability
      of Benefits

              	 
      	
                66

              
	
                18.04.

              	
                Qualified
      Domestic Relations Orders Procedures

              	 
      	
                66

              
	
                18.05.

              	
                Application
      of Plan Provisions for Multiple Employer Plans

              	 
      	
                67

              
	
                18.06.

              	
                Veterans
      Reemployment Rights

              	 
      	
                67

              
	
                18.07.

              	
                Facility
      of Payment

              	 
      	
                67

              
	
                18.08.

              	
                Information
      between Employer and/or Administrator and Trustee

              	 
      	
                67

              
	
                18.09.

              	
                Effect
      of Failure to Qualify Under Code

              	 
      	
                67

              
	
                18.10.

              	
                Directions,
      Notices and Disclosure

              	 
      	
                67

              
	
                18.11.

              	
                Governing
      Law

              	 
      	
                68

              
	
                18.12.

              	
                Discharge
      of Duties by Fiduciaries

              	 
      	
                68

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      19.        PLAN
      ADMINISTRATION

              	 
      	
                68

              
	 
      	 
      	 
      	 
      
	
                19.01.

              	
                Powers
      and Responsibilities of the Administrator

              	 
      	
                68

              
	
                19.02.

              	
                Nondiscriminatory
      Exercise of Authority

              	 
      	
                68

              
	
                19.03.

              	
                Claims
      and Review Procedures

              	 
      	
                68

              
	
                19.04.

              	
                Named
      Fiduciary

              	 
      	
                68

              
	
                19.05.

              	
                Costs
      of Administration

              	 
      	
                69

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      20.        TRUST
      AGREEMENT

              	 
      	
                69

              
	 
      	 
      	 
      	 
      
	
                20.01.

              	
                Acceptance
      of Trust Responsibilities

              	 
      	
                69

              
	
                20.02.

              	
                Establishment
      of Trust Fund

              	 
      	
                69

              
	
                20.03.

              	
                Exclusive
      Benefit

              	 
      	
                69

              
	
                20.04.

              	
                Powers
      of Trustee

              	 
      	
                69

              
	
                20.05.

              	
                Accounts

              	 
      	
                70

              
	
                20.06.

              	
                Approval
      of Accounts

              	 
      	
                70

              
	
                20.07.

              	
                Distribution
      from Trust Fund

              	 
      	
                71

              
	
                20.08.

              	
                Transfer
      of Amounts from Qualified Plan

              	 
      	
                71

              
	
                20.09.

              	
                Transfer
      of Assets from Trust

              	 
      	
                71

              
	
                20.10.

              	
                Separate
      Trust or Fund for Existing Plan Assets

              	 
      	
                71

              
	
                20.11.

              	
                Self-Directed
      Brokerage Option

              	 
      	
                72

              
	
                20.12.

              	
                Employer
      Stock Investment Option

              	 
      	
                73

              
	
                20.13.

              	
                Voting;
      Delivery of Information

              	 
      	
                78

              
	
                20.14.

              	
                Compensation
      and Expenses of Trustee

              	 
      	
                78

              
	
                20.15.

              	
                Reliance
      by Trustee on Other Persons

              	 
      	
                78

              
	
                20.16.

              	
                Indemnification
      by Employer

              	 
      	
                78

              
	
                20.17.

              	
                Consultation
      by Trustee with Counsel

              	 
      	
                78

              
	
                20.18.

              	
                Persons
      Dealing with the Trustee

              	 
      	
                78

              
	
                20.19.

              	
                Resignation
      or Removal of Trustee

              	 
      	
                79

              
	
                20.20.

              	
                Fiscal
      Year of the Trust

              	 
      	
                79

              
	
                20.21.

              	
                Amendment

              	 
      	
                79

              
	
                20.22.

              	
                Plan
      Termination

              	 
      	
                79

              
	
                20.23.

              	
                Permitted
      Reversion of Funds to Employer

              	 
      	
                79

              
	
                20.24.

              	
                Governing
      Law

              	 
      	
                80

              
	
                20.25.

              	
                Assignment
      and Successors

              	 
      	
                80

              
	 
      	 
      	 
      	 
      
	
                ADDITIONAL
      PROVISIONS ADDENDUM TO THE BASIC PLAN DOCUMENT

              	 
      	
                81

              


      

       

      
        
          The CORPORATEplan for RetirementSM

          © 2008
FMR Corp.

          All
rights reserved.

           


        

        
          iv

          
            

          

        

        
           


        

      

       

      Preamble.

       

      This
volume submitter plan consists of three parts: (1) an Adoption Agreement that is
a separate document incorporated by reference into this Basic Plan Document; (2)
this Basic Plan Document; and (3) a Trust Agreement that is a part of this Basic
Plan Document and is found in Article 20. Each part of the volume submitter plan
contains substantive provisions that are integral to the operation of the plan.
The Adoption Agreement is the means by which an adopting Employer elects the
optional provisions that shall apply under its plan. The Basic Plan Document
describes the standard provisions elected in the Adoption Agreement. The Trust
Agreement describes the powers and duties of the Trustee with respect to plan
assets.

       

      The
volume submitter plan is intended to qualify under Code Section 401(a).
Depending upon the Adoption Agreement completed by an adopting Employer, the
volume submitter plan may be used to implement a profit sharing plan with or
without a cash or deferred arrangement intended to qualify under Code Section
401(k). Provisions appearing on the Additional Provisions Addendum of the
Adoption Agreement, if present, supplement or alter provisions appearing in the
Adoption Agreement in the manner described therein. Provisions appearing on the
Additional Provisions Addendum of the Basic Plan Document, if present,
supplement or alter provisions appearing in the Basic Plan Document in the
manner described therein. Provisions appearing on the Superseding Provisions
Addendum of the Adoption Agreement, if present, supersede any conflicting
provisions appearing in the Adoption Agreement, Basic Plan Document or any
addendum to either in the manner described therein.

      
        	 
      	 
      
	
                Article
      1.

              	
                Adoption
    Agreement.

              
	 
      	 
      
	
                Article
      2.

              	
                Definitions.

              


      

       

      2.01.     Definitions.
Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the
context:

      
        	 
      	 
      
	 
      	
                (a)          “Account”
      means an account established for the purpose of recording any
      contributions made on behalf of a Participant and any income, expenses,
      gains, or losses incurred thereon. The Administrator shall establish and
      maintain sub-accounts within a Participant’s Account as necessary to
      depict accurately a Participant’s interest under the
  Plan.

              
	 
      	 
      
	 
      	
                (b)          “Active
      Participant” means any Eligible Employee who has met the
      requirements of Article 4 to participate in the Plan and who may be
      entitled to receive allocations under the Plan.

              
	 
      	 
      
	 
      	
                (c)          “Administrator”
      means the Employer adopting this Plan, as listed in Subsection 1.02(a) of
      the Adoption Agreement, or any other person designated by the Employer in
      Subsection 1.01(c) of the Adoption Agreement.

              
	 
      	 
      
	 
      	
                (d)          “Adoption
      Agreement” means Article 1, under which the Employer establishes
      and adopts, or amends the Plan and Trust and designates the optional
      provisions selected by the Employer, and the Trustee accepts its
      responsibilities under Article 20. The provisions of the Adoption
      Agreement shall be an integral part of the Plan.

              
	 
      	 
      
	 
      	
                (e)          “Annuity
      Starting Date” means the first day of the first period for which an
      amount is payable as an annuity or in any other form permitted under the
      Plan.

              
	 
      	 
      
	 
      	
                (f)          “Basic
      Plan Document” means this Fidelity volume submitter plan document,
      qualified with the Internal Revenue Service as Basic Plan Document No.
      14.

              
	 
      	 
      
	 
      	
                (g)         “Beneficiary” means the person or persons
      (including a trust) entitled under Section 11.04 or 14.04 to receive
      benefits under the Plan upon the death of a
  Participant.

              


      

       

      
        
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                (h)          “Break
      in Vesting Service” means a 12-consecutive-month period beginning
      on an Employee’s Severance Date or any anniversary thereof in which the
      Employee is not credited with an Hour of Service.

              
	 
      	 
      
	 
      	
                          Notwithstanding
      the foregoing, the following special rules apply in determining whether an
      Employee who is on leave has incurred a Break in Vesting
      Service:

              


      

       

      
        	 
      	
                (1)
      If an individual is absent from work because of maternity/paternity leave
      on the first anniversary of his Severance Date, the 12-consecutive-month
      period beginning on the individual’s Severance Date shall not constitute a
      Break in Vesting Service. For purposes of this paragraph,
      “maternity/paternity leave” means a leave of absence (i) by reason of the
      pregnancy of the individual, (ii) by reason of the birth of a child of the
      individual, (iii) by reason of the placement of a child with the
      individual in connection with the adoption of such child by the
      individual, or (iv) for purposes of caring for a child for the period
      beginning immediately following such birth or
placement.

              
	 
      	 
      
	 
      	
                (2)
      If an individual is absent from work because of FMLA leave and returns to
      employment with the Employer or a Related Employer following such FMLA
      leave, he shall not incur a Break in Vesting Service due to such FMLA
      leave. For purposes of this paragraph, “FMLA leave” means an approved
      leave of absence pursuant to the Family and Medical Leave Act of
      1993.

              


      

       

      
        	 
      	
                (i)          “Catch-Up
      Contribution” means any Deferral Contribution made to the Plan by
      the Employer in accordance with the provisions of Subsection
      5.03(a).

              
	 
      	 
      
	 
      	
                (j)          “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

              
	 
      	 
      
	 
      	
                (k)          “Compensation”
      means wages as defined in Code Section 3401(a) and all other payments of
      compensation to an Eligible Employee by the Employer (in the course of the
      Employer’s trade or business) for services to the Employer while employed
      as an Eligible Employee for which the Employer is required to furnish the
      Eligible Employee a written statement under Code Sections 6041(d) and
      6051(a)(3). Compensation must be determined without regard to any rules
      under 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)). Compensation shall include amounts that are not includable in
      the gross income of the Participant under a salary reduction agreement by
      reason of the application of Code Section 125, 132(f)(4), 402(g)(3),
      402(h), 403(b), or 457.

              
	 
      	 
      
	 
      	
                          For
      any Self-Employed Individual, Compensation means Earned Income; provided,
      however, that if the Employer elects to exclude specified items from
      Compensation, such Earned Income shall be adjusted in a similar manner so
      that it is equivalent under regulations issued under Code Section 414(s)
      to Compensation for Participants who are not Self-Employed
      Individuals.

              
	 
      	 
      
	 
      	
                          Compensation
      shall generally be based on the amount actually paid to the Eligible
      Employee during the Plan Year or, for purposes of Article 5, if so elected
      by the Employer in Subsection 1.05(b) of the Adoption Agreement, during
      that portion of the Plan Year during which the Eligible Employee is an
      Active Participant. Notwithstanding the preceding sentence, Compensation
      for purposes of Section 6.12 (Code Section 415 Limitations) and Article 15
      (Top-Heavy Provisions) shall be based on the amount actually paid or made
      available to the Participant during the Limitation Year for purposes of
      Section 6.12 and during the Plan Year for purposes of Article
      15.

              
	 
      	 
      
	 
      	
                          If
      the initial Plan Year of a new plan consists of fewer than 12 months,
      calculated from the Effective Date listed in Subsection 1.01(g)(1) of the
      Adoption Agreement through the end of such initial Plan Year, Compensation
      for such initial Plan Year shall generally be determined as
      follows:

              


      

       

      
        
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                (1)          For
      purposes of determining Highly Compensated Employees under Subsection
      2.01(cc) and, if selected in Subsection 1.05(b)(1)(A) or (2)(A) of the
      Adoption Agreement, for purposes of allocating Nonelective Employer
      Contributions under Section 1.12 of the Adoption Agreement (other than
      401(k) Safe Harbor Nonelective Employer Contributions), the initial
      Plan Year shall be the 12-month period ending on the last day of the Plan
      Year.

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)          For
      purposes of Section 6.12 (Code Section 415 Limitations), if the Employer
      has designated in Subsection 1.01(f) of the Adoption Agreement that the
      Limitation Year is based on the Plan Year, the Limitation Year shall be
      the 12-month period ending on the last day of the Plan
    Year.

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)          For
      all other purposes, the initial Plan Year shall be the period from the
      Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement
      through the end of the initial Plan Year.

              
	 
      	 
      	 
      
	 
      	
                          The
      annual Compensation of each Active Participant taken into account for
      determining benefits provided under the Plan for any 12-month
      determination period shall not exceed the annual Compensation limit under
      Code Section 401(a)(17) as in effect on the first day of the determination
      period (e.g., $210,000 for determination periods beginning in 2005). A
      “determination period” means the Plan Year or other 12-consecutive-month
      period over which Compensation is otherwise determined for purposes of the
      Plan (e.g., the Limitation Year).

              
	 
      	 
      	 
      
	 
      	
                          The
      annual Compensation limit under Code Section 401(a)(17) shall be adjusted
      by the Secretary to reflect increases in the cost of living, as provided
      in Code Section 401(a)(17)(B); provided, however, that the dollar increase
      in effect on January 1 of any calendar year is effective for determination
      periods beginning in such calendar year. If a Plan determines Compensation
      over a determination period that contains fewer than 12 calendar months (a
      “short determination period”), then the Compensation limit for such “short
      determination period” is equal to the Compensation limit for the calendar
      year in which the “short determination period” begins multiplied by the
      ratio obtained by dividing the number of full months in the “short
      determination period” by 12; provided, however, that such proration shall
      not apply if there is a “short determination period” because (i) the
      Employer elected in Subsection 1.05(b) of the Adoption Agreement to
      determine contributions based only on Compensation paid during the portion
      of the Plan Year during which an individual was an Active Participant or
      (ii) an Employee is covered under the Plan less than a full Plan
      Year.

              
	 
      	 
      
	 
      	
                          In
      lieu of requiring an Active Participant to cease making Deferral
      Contributions for a Plan Year after his Compensation has reached the
      annual Compensation limit under Code Section 401(a)(17), the annual
      Compensation limit shall be applied with respect to Deferral Contributions
      by limiting the total Deferral Contributions an Active Participant may
      make for a Plan Year to the product of (i) such Active Participant’s
      Compensation for the Plan Year up to the annual Compensation limit
      multiplied by (ii) the deferral limit specified in Subsection
      1.07(a)(1)(A) of the Adoption Agreement or Subsection 5.03(a), as
      applicable.

              
	 
      	 
      
	 
      	
                (l)         
      “Contribution
      Period” means the period for which Matching Employer and
      Nonelective Employer Contributions are made and calculated. The
      Contribution Period for Matching Employer Contributions described in
      Subsection 1.11 of the Adoption Agreement is the period specified by the
      Employer in Subsection 1.11(d) of the Adoption
      Agreement.

              
	 
      	 
      
	 
      	
                          The
      Contribution Period for Nonelective Employer Contributions is the Plan
      Year, unless the Employer designates a different Contribution Period in
      Subsection 1.12(c) of the Adoption Agreement.

              
	 
      	 
      
	 
      	
                (m)    
          “Deferral
      Contribution” means any contribution made to the Plan by the
      Employer in accordance with the provisions of Section
  5.03.

              


      


      
        
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                (n)      
          “Early
      Retirement Age” means the early retirement age specified in
      Subsection 1.14(b) of the Adoption Agreement, if any.

              
	 	 
	 
      	
                (o)          “Earned
      Income” means the net earnings of a Self-Employed Individual
      derived from the trade or business with respect to which the Plan is
      established and for which the personal services of such individual are a
      material income-providing factor, excluding any items not included in
      gross income and the deductions allocated to such items, except that net
      earnings shall be determined with regard to the deduction allowed under
      Code Section 164(f), to the extent applicable to the Employer. Net
      earnings shall be reduced by contributions of the Employer to any
      qualified plan, to the extent a deduction is allowed to the Employer for
      such contributions under Code Section 404.

              
	 
      	 
      
	 
      	
                (p)          “Effective
      Date” means the effective date specified by the Employer in
      Subsection 1.01(g)(1). The Employer may select special Effective Dates
      with respect to specified Plan provisions, as set forth in Section (a) of
      the Special Effective Dates Addendum to the Adoption Agreement. In the
      event that another plan is merged into and made a part of the Plan, the
      effective date of the merger shall be reflected in the Plan Mergers
      Addendum to the Adoption Agreement.

              
	 	 
	 
      	
                (q)          “Eligibility
      Computation Period” means each 12-consecutive-month period
      beginning with an Employee’s Employment Commencement Date and each
      anniversary thereof

              
	 
      	 
      
	 
      	
                (r)      
          “Eligibility
      Service” means an Employee’s service that is taken into account in
      determining his eligibility to participate in the Plan as may be required
      under Subsection 1.04(b) of the Adoption Agreement. Eligibility Service
      shall be credited in accordance with Article 3.

              
	 
      	 
      
	 
      	
                (s)      
          “Eligible
      Employee” means any Employee of the Employer who is in the class of
      Employees eligible to participate in the Plan. The Employer must specify
      in Subsection 1.04(d) of the Adoption Agreement any Employee or class of
      Employees not eligible to participate in the Plan. Regardless of the
      provisions of Subsection 1.04(d) of the Adoption Agreement, the
      following Employees are automatically excluded from eligibility to
      participate in the Plan:

              


      

       

      
        	 
      	 
      	
                (1)         any
      individual who is a signatory to a contract, letter of agreement, or other
      document that acknowledges his status as an independent contractor not
      entitled to benefits under the Plan or who is not otherwise classified by
      the Employer as a common law employee, even if such individual is later
      determined to be a common law employee; and

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)          any
      Employee who is a resident of Puerto Rico.

              
	 
      	 
      	 
      
	 
      	
                          If
      the Employer elects, in Subsection 1.04(d)(2)(A) of the Adoption
      Agreement, to exclude collective bargaining employees from the eligible
      class, the exclusion applies to any Employee of the Employer included in
      any unit of Employees covered by an agreement which the Secretary of Labor
      finds to be a collective bargaining agreement between employee
      representatives and one or more employers, unless the collective
      bargaining agreement requires the Employee to be covered under the Plan.
      The term “employee representatives” does not include any organization more
      than half the members of which are owners, officers, or executives of the
      Employer.

              
	 
      	 
      	 
      
	 
      	
                          If
      the Employer does not elect, in Subsection 1.04(d)(2)(C) of the Adoption
      Agreement, to exclude Leased Employees from the eligible class,
      contributions or benefits provided by the leasing organization which are
      attributable to services performed for the Employer shall be treated as
      provided by the Employer and there shall be no duplication of benefits
      under this Plan.

              
	 
      	 
      	 
      
	 
      	
                          Anything
      to the contrary herein notwithstanding, unless the Employer elects to
      exclude statutory employees who are full-time life insurance salespersons
      (as described in Code Section 7701(a)(20)) from the eligible class in
      Subsection 1.04(d)(2)(E) of the Adoption Agreement, such statutory
      employees are Eligible Employees.

              


      

       

      
        
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                (t)          “Employee”
      means any common law employee (or statutory employee who is a full-time
      life insurance salesperson as described in Code Section 7701(a)(20)) of
      the Employer or a Related Employer, any Self-Employed Individual, and any
      Leased Employee. Notwithstanding the foregoing, a Leased Employee shall
      not be considered an Employee if Leased Employees do not constitute more
      than 20 percent of the Employer’s non-highly compensated work-force
      (taking into account all Related Employers) and the Leased Employee is
      covered by a money purchase pension plan maintained by the leasing
      organization and providing (1) a nonintegrated employer contribution rate
      of at least 10 percent of compensation, as defined for purposes of Code
      Section 415(c)(3), (2) full and immediate vesting, and (3) immediate
      participation by each employee of the leasing
  organization.

              
	 
      	 
      
	 
      	
                (u)         “Employee
      Contribution” means any after-tax contribution made by an Active
      Participant to the Plan.

              
	 
      	 
      
	 
      	
                (v)         “Employer”
      means the employer named in Subsection 1.02(a) of the Adoption Agreement
      and any Related Employer designated in the Participating Employers
      Addendum to the Adoption Agreement. If the Employer has elected in
      Subsection (b) of the Participating Employers Addendum to the Adoption
      Agreement that the term “Employer” includes all Related Employers, an
      employer that becomes a Related Employer as a result of an asset or stock
      acquisition, merger or other similar transaction shall not be included in
      the term “Employer” for periods prior to the first day of the second Plan
      Year beginning after the date of such transaction, unless the Employer has
      designated therein to accept such Related Employer as a participating
      employer prior to that date. Notwithstanding the foregoing, the term
      “Employer” for purposes of authorizing any particular action under the
      Plan means solely the employer named in Subsection 1.02(a) of the Adoption
      Agreement.

              
	 
      	 
      
	 
      	
                          If
      the organization or other entity named in the Adoption Agreement is a sole
      proprietor or a professional corporation and the sole proprietor of such
      proprietorship or the sole shareholder of the professional corporation
      dies, then the legal representative of such sole proprietor or shareholder
      shall be deemed to be the Employer until such time as, through the
      disposition of such sole proprietor’s or sole shareholder’s estate or
      otherwise, any organization or other entity succeeds to the interests of
      the sole proprietor in the proprietorship or the sole shareholder in the
      professional corporation. The legal representative of a sole proprietor or
      shareholder shall be (1) the person appointed as such by the sole
      proprietor or shareholder prior to his death under a legally enforceable
      power of attorney, or, if none, (2) the executor or administrator of the
      sole proprietor’s or shareholder’s estate.

              
	 
      	 
      
	 
      	
                          If
      a participating Employer designated through Subsection 1.02(b) of the
      Adoption Agreement is not related to the Employer (hereinafter “un-Related
      Employer”), the term “Employer” includes such un-Related Employer and the
      provisions of Section 18.05 shall apply.

              
	 
      	 
      
	 
      	
                (w)         “Employment
      Commencement Date” means the date on which an Employee first
      performs an Hour of Service.

              
	 
      	 
      
	 
      	
                (x)          “Entry
      Date” means the date(s) specified by the Employer in Subsection
      1.04(e) of the Adoption Agreement as of which an Eligible Employee who has
      met the applicable eligibility requirements begins to participate in the
      Plan. The Employer may specify different Entry Dates for purposes of
      eligibility to participate in the Plan for purposes of (1) making Deferral
      Contributions and (2) receiving allocations of Matching and/or Nonelective
      Employer Contributions.

              
	 
      	 
      
	 
      	
                (y)         “ERISA”
      means the Employee Retirement Income Security Act of 1974, as from time to
      time amended.

              
	 
      	 
      
	 
      	
                (z)          “401(k)
      Safe Harbor Matching Employer Contribution” means any Matching
      Employer Contribution made by the Employer to the Plan in accordance with
      Subsection 1.11(a)(3) of the Adoption Agreement, the 401(k) Safe
      Harbor Matching Employer Contributions Addendum to the Adoption Agreement,
      and Section 5.08, that is intended to satisfy the requirements of Code
      Section 401(k)(12)(B).

              


      

       

      
        
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                (aa)          “401(k)
      Safe Harbor Nonelective Employer Contribution” means any
      Nonelective Employer Contribution made by the Employer to the Plan in
      accordance with Subsection 1.12(a)(3) of the Adoption Agreement, the 401(k) Safe
      Harbor Nonelective Employer Contributions Addendum to the Adoption
      Agreement, and Section 5.10, that is intended to satisfy the requirements
      of Code Section 401(k)(12)(C).

              
	 
      	 
      
	 
      	
                (bb)         “Fund
      Share” means the share, unit, or other evidence of ownership in a
      Permissible Investment.

              
	 
      	 
      
	 
      	
                (cc)          “Highly
      Compensated Employee” means both highly compensated active
      Employees and highly compensated former Employees.

              
	 
      	 
      
	 
      	
                          A
      highly compensated active Employee includes any Employee who performs
      service for the Employer during the “determination year” and who (1) at
      any time during the “determination year” or the “look-back year” was a
      five percent owner or (2) received Compensation from the Employer during
      the “look-back year” in excess of the dollar amount specified in Code
      Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) (e.g.,
      $95,000 for “determination years” beginning in 2005 and “look-back years”
      beginning in 2004) and, if elected by the Employer in Subsection
      1.06(d)(1) of the Adoption Agreement, was a member of the top-paid group
      for such year.

              
	 
      	 
      
	 
      	
                          For
      this purpose, the “determination year” shall be the Plan Year. The
      “look-back year” shall be the twelve-month period immediately preceding
      the “determination year”, unless the Employer has elected in Subsection
      1.06(c)(1) of the Adoption Agreement to make the
      “look-back year” the calendar year beginning within the preceding Plan
      Year.

              
	 
      	 
      
	 
      	
                          A
      highly compensated former Employee includes any Employee who separated
      from service (or was deemed to have separated) prior to the “determination
      year”, performs no service for the Employer during the “determination
      year”, and was a highly compensated active Employee for either the
      separation year or any “determination year” ending on or after the
      Employee’s 55th birthday, as determined under the rules in effect for
      determining Highly Compensated Employees for such separation year or
      “determination year”.

              
	 
      	 
      
	 
      	
                          The
      determination of who is a Highly Compensated Employee, including the
      determinations of the number and identity of Employees in the top-paid
      group, shall be made in accordance with Code Section 414(q) and the
      Treasury Regulations issued thereunder.

              
	 
      	 
      
	 
      	
                (dd)         “Hour
      of Service”, with respect to any individual,
  means:

              


      

       

      
        	 
      	 
      	
                (1)          Each
      hour for which the individual is directly or indirectly paid, or entitled
      to payment, for the performance of duties for the Employer or a Related
      Employer, each such hour to be credited to the individual for the
      Eligibility Computation Period in which the duties were
      performed;

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)          Each
      hour for which the individual is directly or indirectly paid, or entitled
      to payment, by the Employer or a Related Employer (including payments made
      or due from a trust fund or insurer to which the Employer contributes or
      pays premiums) 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, disability,
      layoff, jury duty, military duty, or leave of absence, each such hour to
      be credited to the individual for the Eligibility Computation Period in
      which such period of time occurs, subject to the following
      rules:

              


      

       

      
        	 
      	 
      	 
      	
                (A)     No
      more than 501 Hours of Service shall be credited under this paragraph (2)
      on account of any single continuous period during which the individual
      performs no duties, unless the individual performs no duties because of
      military duty, the individual’s employment
      rights are protected by law, and the individual returns to employment with
      the Employer or a Related Employer during the period that his employment
      rights are protected under Federal
law;

              


      


      
        
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                (B)     Hours
      of Service shall not be credited under this paragraph (2) for a payment
      which solely reimburses the individual for medically-related expenses, or
      which is made or due under a plan maintained solely for the purpose of
      complying with applicable worker’s compensation, unemployment compensation
      or disability insurance laws; and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (C)     If
      the period during which the individual performs no duties falls within two
      or more Eligibility Computation Periods and if the payment made on account
      of such period is not calculated on the basis of units of time, the Hours
      of Service credited with respect to such period shall be allocated between
      not more than the first two such Eligibility Computation Periods on any
      reasonable basis consistently applied with respect to similarly situated
      individuals;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (3)          Each
      hour not counted under paragraph (1) or (2) for which he would have been
      scheduled to work for the Employer or a Related Employer during the period
      that he is absent from work because of military duty, provided the
      individual’s employment rights are protected under Federal law and the
      individual returns to work with the Employer or a Related Employer during
      the period that his employment rights are protected, each such hour to be
      credited to the individual for the Eligibility Computation Period for
      which he would have been scheduled to work; and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (4)          Each
      hour not counted under paragraph (1), (2), or (3) for which back pay,
      irrespective of mitigation of damages, has been either awarded or agreed
      to be paid by the Employer or a Related Employer, shall be credited to the
      individual for the Eligibility Computation Period to which the award or
      agreement pertains rather than the Eligibility Computation Period in which
      the award, agreement, or payment is made.

              
	 
      	 
      	 
      	 
      
	 
      	
                          For
      purposes of paragraphs (2) and (4) above, Hours of Service shall be
      calculated in accordance with the provisions of Section 2530.200b-2(b) and
      (c) of the Department of Labor regulations, which are incorporated herein
      by reference.

              
	 
      	 
      	 
      	 
      
	 
      	
                         
       The Employer may elect to credit Hours of Service in
      accordance with one of the other equivalencies set forth in paragraphs
      (d), (e), or (f) of Department of Labor Regulation Section 2530.200b-3. If
      the Employer does not maintain records that accurately reflect the actual
      Hours of Service to be credited to an Employee, 190 Hours of Service will
      be credited to the Employee for each month worked, unless the Employer has
      elected to credit Hours of Service in accordance with one of the other
      equivalencies set forth in paragraphs (d), (e), or (f) of Department of
      Labor Regulation Section 2530.200b-3, as provided in Subsection 1.04(b)(4)
      of the Adoption Agreement.

              
	 
      	 
      	 
      	 
      
	 
      	
                (ee)          “Inactive
      Participant” means any individual who was an Active Participant,
      but is no longer an Eligible Employee and who has an Account under the
      Plan.

              
	 
      	 
      	 
      	 
      
	 
      	
                (ff)           “Leased
      Employee” means any individual who provides services to the
      Employer or a Related Employer (the “recipient”) but is not otherwise an
      employee of the recipient if (1) such services are provided pursuant to an
      agreement between the recipient and any other person (the “leasing
      organization”), (2) such individual has performed services for the
      recipient (or for the recipient and any related persons within the meaning
      of Code Section 414(n)(6)) on a substantially full-time basis for at least
      one year, and (3) such services are performed under primary direction of
      or control by the recipient. The determination of who is a Leased Employee
      shall be made in accordance with any rules and regulations issued by the
      Secretary of the Treasury or his
delegate.

              


      


      
        
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                (gg)          “Limitation
      Year” means the 12-consecutive-month period designated by the
      Employer in Subsection 1.01(f) of the Adoption Agreement. If no other
      Limitation Year is designated by the Employer, the Limitation Year shall
      be the calendar year. All qualified plans of the Employer and any Related
      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.

              
	 
      	 
      	 
      	 
      
	 
      	
                (hh)          “Matching
      Employer Contribution” means any contribution made by the Employer
      to the Plan in accordance with Section 5.08 or 5.09 on account of an
      Active Participant’s eligible contributions, as elected by the Employer
      in Subsection 1.11(c) of the Adoption
      Agreement.

              
	 
      	 
      	 
      	 
      
	 
      	
                (ii)      
            “Nonelective
      Employer Contribution” means any contribution made by the Employer
      to the Plan in accordance with Section 5.10.

              
	 
      	 
      	 
      	 
      
	 
      	
                (jj)   
               “Non-Highly
      Compensated Employee” means any Employee who is not a Highly
      Compensated Employee.

              
	 
      	 
      	 
      	 
      
	 
      	
                (kk)    
            “Normal
      Retirement Age” means the normal retirement age specified in
      Subsection 1.14(a) of the Adoption Agreement. If the Employer enforces a
      mandatory retirement age in accordance with Federal law, the Normal
      Retirement Age is the lesser of that mandatory age or the age specified in
      Subsection 1.14(a) of the Adoption Agreement.

              
	 
      	 
      	 
      	 
      
	 
      	
                (ll)      
            “Participant”
      means any individual who is either an Active Participant or an Inactive
      Participant.

              
	 
      	 
      	 
      	 
      
	 
      	
                (mm)         “Permissible
      Investment” means each investment specified by the Employer as
      available for investment of assets of the Trust and agreed to by the
      Trustee and the Volume Submitter Sponsor. The Permissible Investments
      under the Plan shall be listed in the Service Agreement.

                 

              
	 
      	 
      	 
      	 
      
	 
      	
                (nn)          “Plan”
      means the plan established by the Employer in the form of the volume
      submitter plan, as set forth herein as a new plan or as an amendment to an
      existing plan, by executing the Adoption Agreement, together with any and
      all amendments hereto.

              
	 
      	 
      	 
      	 
      
	 
      	
                (oo)          “Plan
      Year” means the 12-consecutive-month period ending on the date
      designated in Subsection 1.01(d) of the Adoption Agreement, except that
      the initial Plan Year of a new Plan may consist of fewer than 12 months,
      calculated from the Effective Date listed in Subsection 1.01(g)(1) of the
      Adoption Agreement through the end of such initial Plan Year, in which
      event Compensation for such initial Plan Year shall be treated as provided
      in Subsection 2.01(k). Additionally, in the event the Plan has a short
      Plan year, i.e.,
      a Plan Year consisting of fewer than 12 months, otherwise applicable
      limits and requirements that are applied on a Plan Year basis shall be
      prorated, but only if and to the extent required by
law.

              
	 
      	 
      	 
      	 
      
	 
      	
                (pp)          “Qualified
      Matching Employer Contribution” means any contribution made by the
      Employer to the Plan on account of Deferral Contributions or Employee
      Contributions made by or on behalf of Active Participants in accordance
      with Section 5.09, that may be included in determining whether the Plan
      meets the “ADP” test described in Section 6.03.

              
	 
      	 
      	 
      	 
      
	 
      	
                (qq)          “Qualified
      Nonelective Employer Contribution” means any contribution made by
      the Employer to the Plan on behalf of Non-Highly Compensated Employees in
      accordance with Section 5.07, that may be included in determining whether
      the Plan meets the “ADP” test described in Section 6.03 or the “ACP” test
      described in Section 6.06.

              
	 
      	 
      	 
      	 
      
	 
      	
                (rr)      
          “Reemployment
      Commencement Date” means the date on which an Employee who
      terminates employment with the Employer and all Related Employers first
      performs an Hour of Service following such termination of
      employment.

              


      


      
        
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                (ss)          “Related
      Employer” means any employer other than the Employer named in
      Subsection 1.02(a) of the Adoption Agreement if the Employer and such
      other employer are members of a controlled group of corporations (as
      defined in Code Section 414(b)) or an affiliated service group (as defined
      in Code Section 414(m)), or are trades or businesses (whether or not
      incorporated) which are under common control (as defined in Code Section
      414(c)), or such other employer is required to be aggregated with the
      Employer pursuant to regulations issued under Code Section
      414(o).

              
	 
      	 
      	 
      	 
      
	 
      	
                (tt)    
            “Required
      Beginning Date” means:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (1)          for
      a Participant who is not a five percent owner, April 1 of the calendar
      year following the calendar year in which occurs the later of (i) the
      Participant’s retirement or (ii) the Participant’s attainment of age 70
      1/2; provided, however, that a Participant may elect to have his Required
      Beginning Date determined without regard to the provisions of clause
      (i).

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (2)          for
      a Participant who is a five percent owner, April 1 of the calendar year
      following the calendar year in which the Participant attains age 70
      1/2.

              
	 
      	 
      	 
      	 
      
	 
      	
                          Once
      the Required Beginning Date of a five percent owner or a Participant who
      has elected to have his Required Beginning Date determined in accordance
      with the provisions of Section 2.01(tt)(1)(ii) has occurred, such Required Beginning
      Date shall not be re-determined, even if the Participant ceases to be a
      five percent owner in a subsequent year or continues in employment with
      the Employer or a Related Employer.

              
	 
      	 
      	 
      	 
      
	 
      	
                          For
      purposes of this Subsection 2.01(tt), a Participant is treated as a five percent
      owner if such Participant is a five percent owner as defined in Code
      Section 416(i) (determined in accordance with Code Section 416 but without
      regard to whether the Plan is top-heavy) at any time during the Plan Year
      ending with or within the calendar year in which such owner attains age 70
      1/2.

              
	 
      	 
      	 
      	 
      
	 
      	
                (uu)          “Rollover
      Contribution” means any distribution from an eligible retirement
      plan, as defined in Section 13.04, that an Employee elects to contribute
      to the Plan in accordance with the provisions of Section
    5.06.

              
	 
      	 
      	 
      	 
      
	 
      	
                (vv)          “Roth
      401(k) Contribution” means any Deferral Contribution made to the
      Plan by the Employer in accordance with the provisions of Subsection
      5.03(b) that is not excludable from gross income and is intended to
      satisfy the requirements of Code Section 402A.

              
	 
      	 
      	 
      	 
      
	 
      	
                (ww)         “Self-Employed
      Individual” means an individual who has Earned Income for the
      taxable year from the Employer or who would have had Earned Income but for
      the fact that the trade or business had no net profits for the taxable
      year, including, but not limited to, a partner in a partnership, a sole
      proprietor, a member in a limited liability company or a shareholder in a
      subchapter S corporation.

              
	 
      	 
      	 
      	 
      
	 
      	
                (xx)      
          “Service
      Agreement” means the agreement between the Employer and the Volume
      Submitter Sponsor (or an agent or affiliate of the Volume Submitter
      Sponsor) relating to the provision of investment and other services to the
      Plan and shall include any addendum to the agreement and any other
      separate written agreement between the Employer and the Volume Submitter
      Sponsor (or an agent or affiliate of the Volume Submitter Sponsor)
      relating to the provision of services to the Plan.

              
	 
      	 
      	 
      	 
      
	 
      	
                (yy)          “Severance
      Date” means the earlier of (i) the date an Employee retires, dies,
      quits, or is discharged from employment with the Employer and all Related
      Employers or (ii) the 12-month anniversary of the date on which the
      Employee was otherwise first absent from employment; provided, however,
      that if an individual terminates or is absent from employment with the
      Employer and all Related Employers because of military duty, such
      individual shall not incur a Severance Date if his employment rights are
      protected under Federal law and he returns to employment with the Employer
      or a Related Employer within the period during which he retains such
      employment rights, but, if he does not return to such
      employment within such period, his Severance Date shall be the earlier of
      (1) the first anniversary of the date his absence commenced or (2) the
      last day of the period during which he retains such employment
      rights.

              


      


      
        
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                (zz)        
          “Trust”
      means the trust created by the Employer in accordance with the provisions
      of Section 20.01.

              
	 
      	 
      	 
      	 
      
	 
      	
                (aaa)          “Trust
      Agreement” means the agreement between the Employer and the
      Trustee, as set forth in Article 20, under which the assets of the Plan
      are held, administered, and managed.

              
	 
      	 
      	 
      	 
      
	 
      	
                (bbb)         “Trustee”
      means the trustee designated in Section 1.03 of the Adoption Agreement, or
      its successor or permitted assigns. The term Trustee shall include any
      delegate of the Trustee as may be provided in the Trust
      Agreement.

              
	 
      	 
      	 
      	 
      
	 
      	
                (ccc)          “Trust
      Fund” means the property held in Trust by the Trustee for the
      benefit of Participants and their Beneficiaries.

              
	 
      	 
      	 
      	 
      
	 
      	
                (ddd)         “Vesting
      Service” means an Employee’s service that is taken into account in
      determining his vested interest in his Matching Employer and Nonelective
      Employer Contributions Accounts as may be required under Section 1.16 of
      the Adoption Agreement. Vesting Service shall be credited in accordance
      with Article 3.

              
	 
      	 
      	 
      	 
      
	 
      	
                (eee)          “Volume
      Submitter Sponsor” means Fidelity Management & Research Company
      or its successor.

              


      

       

      2.02.     Interpretation and
Construction of Terms. Where required by the context, the noun, verb,
adjective, and adverb forms of each defined term shall include any of its other
forms. Pronouns used in the Plan are in the masculine gender but include the
feminine gender unless the context clearly indicates otherwise. Wherever used
herein, the singular shall include the plural, and the plural shall include the
singular, unless the context requires otherwise.

       

      2.03.     Special Effective
Dates. Some provisions of the Plan are only effective beginning as of a
specified date or until a specified date. Any such special effective dates are
specified within Plan text where applicable and are exceptions to the general
Plan Effective Date as defined in Section 2.01(p).

      
        	 
      	 
      
	
                Article
      3.

              	
                Service.

              


      

       

      3.01.     Crediting of Eligibility
Service. If the Employer has selected an Eligibility Service requirement
in Subsection 1.04(b) of the Adoption Agreement for an Eligible Employee to
become an Active Participant, Eligibility Service shall be credited to an
Employee as follows:

      
        	 
      	 
      
	 
      	
                (a)          If
      the Employer has selected the one year or two years of Eligibility Service requirement
      described in Subsection 1.04(b) of the Adoption Agreement, an Employee
      shall be credited with a year of Eligibility Service for each Eligibility
      Computation Period during which the Employee has been credited with the
      number of Hours of Service specified in that Subsection, as
      applicable.

              
	 
      	 
      
	 
      	
                (b)          If
      the Employer has selected a days or months of Eligibility Service requirement
      described in Subsection 1.04(b) of the Adoption Agreement, an Employee
      shall be credited with Eligibility Service for the aggregate of the
      periods beginning with the Employee’s Employment Commencement Date (or
      Reemployment Commencement Date) and ending on his subsequent Severance
      Date; provided, however, that an Employee who has a Reemployment Date
      within the 12-consecutive-month period following the earlier of the first
      date of his absence or his Severance Date shall be credited with
      Eligibility Service for the period between his Severance Date and his
      Reemployment Date. A day
      of Eligibility Service shall be credited for each day on which an Employee is credited with
      Eligibility Service. Months of Eligibility Service shall be
      measured from the Employee’s Employment Commencement Date or Reemployment
      Commencement Date to the corresponding date in the applicable following
      month.

              


      


      
        
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      3.02.     Re-Crediting
of Eligibility Service Following Termination of Employment.
An Employee whose employment with the Employer and all Related Employers
terminates and who is subsequently reemployed by the Employer or a Related
Employer shall be re-credited upon reemployment with his Eligibility Service
earned prior to his termination of employment.

       

      3.03.     Crediting
of Vesting Service.
If the Plan provides for Matching Employer and/or Nonelective Employer
Contributions that are not 100 percent vested when made, Vesting Service shall
be credited to an Employee, subject to
any exclusions elected by the Employer in Subsection 1.16(b) of the Adoption
Agreement, for the aggregate of the periods beginning with the
Employee’s Employment Commencement Date (or Reemployment Commencement Date) and
ending on his subsequent Severance Date; provided, however, that an Employee who
has a Reemployment Date within the 12-consecutive-month period following the
earlier of the first date of his absence or his Severance Date shall be credited
with Vesting Service for the period between his Severance Date and his
Reemployment Date. Fractional periods of a year shall be expressed in terms of
days.

       

      3.04.     Application
of Vesting Service to a Participant’s Account Following a Break in Vesting
Service.
The following rules describe how Vesting Service earned before and after a Break
in Vesting Service shall be applied for purposes of determining a Participant’s
vested interest in his Matching Employer and Nonelective Employer Contributions
Accounts.

      
        	 
      	 
      
	 
      	
                (a)          If
      a Participant incurs five-consecutive Breaks in Vesting Service, all years
      of Vesting Service earned by the Employee after such Breaks in Service
      shall be disregarded in determining the Participant’s vested interest in
      his Matching Employer and Nonelective Employer Contributions Account
      balances attributable to employment before such Breaks in Vesting Service.
      However, Vesting Service earned both before and after such Breaks in
      Vesting Service shall be included in determining the Participant’s vested
      interest in his Matching Employer and Nonelective Employer Contributions
      Account balances attributable to employment after such Breaks in Vesting
      Service.

              
	 
      	 
      
	 
      	
                (b)          If
      a Participant incurs fewer than five-consecutive Breaks in Vesting
      Service, Vesting Service earned both before and after such Breaks in
      Vesting Service shall be included in determining the Participant’s vested
      interest in his Matching Employer and Nonelective Employer Contributions
      Account balances attributable to employment both before and after such
      Breaks in Vesting Service.

              


      

       

      3.05.     Service
with Predecessor Employer.
If the Plan is the plan of a predecessor employer, an Employee’s Eligibility and
Vesting Service shall include years of service with such predecessor employer.
In any case in which the Plan is not the plan maintained by a predecessor
employer, service for an employer specified in Section 1.17 of the Adoption
Agreement shall be treated as Eligibility and/or Vesting Service as specified in Subsection 1.17(a)(1) and/or
Subsection 1.17(a)(2) of the Adoption Agreement.

       

      3.06.     Change
in Service Crediting.
If an amendment to the Plan or a transfer from employment as an Employee covered
under another qualified plan maintained by the Employer or a Related Employer
results in a change in the method of crediting Eligibility and/or Vesting
Service with respect to a Participant between the Hours of Service crediting
method set forth in Section 2530.200b-2 of the Department of Labor Regulations
and the elapsed-time crediting method set forth in Section 1.410(a)-7 of the
Treasury Regulations, each Participant with respect to whom the method of
crediting Eligibility and/or Vesting Service is changed shall have his
Eligibility and/or Vesting Service determined using either the Hours of Service
method for the entire Eligibility Computation Period and/or Plan Year, for
vesting purposes, or the elapsed time method for the entire Eligibility
Computation Period and/or Plan Year, for vesting purposes, whichever provides
the greater period of Eligibility Service and/or Vesting
Service.


      
        
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                Article
      4.

              	
                Participation.

              


      

       

      4.01.     Date
of Participation.
If the Plan is an amendment, as indicated in Subsection 1.01(g)(2)(B) of the
Adoption Agreement, all employees who were active participants in the Plan
immediately prior to the Effective Date shall continue as Active Participants on
the Effective Date, provided that they are Eligible Employees on the Effective
Date. If elected by the Employer in Subsection 1.04(f) of the Adoption
Agreement, all Eligible Employees who are in the service of the Employer on the
date specified in Subsection 1.04(f) (and, if this is an amendment, as indicated
in Subsection 1.01(g)(2)(B) of the Adoption Agreement, were not active
participants in the Plan immediately prior to that date) shall become Active
Participants on the date elected by the Employer in Subsection 1.04(f) of the
Adoption Agreement. Any other Eligible Employee shall become an Active
Participant in the Plan on the Entry Date coinciding with or immediately
following the date on which he first satisfies the eligibility requirements set
forth in Subsections 1.04(a) and (b) of the Adoption
Agreement.

       

                  
Any age and/or Eligibility Service requirement that the Employer elects to apply
in determining an Eligible Employee’s eligibility to make Deferral Contributions
shall also apply in determining an Eligible Employee’s eligibility to make
Employee Contributions, if Employee Contributions are permitted under the Plan,
and to receive Qualified Nonelective Employer Contributions. An Eligible
Employee who has met the eligibility requirements with respect to certain
contributions, but who has not met the eligibility requirements with respect to
other contributions, shall become an Active Participant in accordance with the
provisions of the preceding paragraph, but only with respect to the
contributions for which he has met the eligibility requirements.

       

            
      Notwithstanding any other provision of the Plan,
if the Employer selects in Subsection 1.01(g)(5) of the Adoption Agreement that
the Plan is a frozen plan, no Employee who was not already an Active Participant
on the date the Plan was frozen shall become an Active Participant while the
Plan is frozen. If the Employer amends the Plan to remove the freeze, Employees
shall again become Active Participants in accordance with the provisions of the
amended Plan.

       

      4.02.     Transfers
Out of Covered Employment.
If any Active Participant ceases to be an Eligible Employee, but continues in
the employ of the Employer or a Related Employer, such Employee shall cease to
be an Active Participant, but shall continue as an Inactive Participant until
his entire Account balance is forfeited or distributed. An Inactive Participant
shall not be entitled to receive an allocation of contributions or forfeitures
under the Plan for the period that he is not an Eligible Employee and wages and
other payments made to him by the Employer or a Related Employer for services
other than as an Eligible Employee shall not be included in Compensation for
purposes of determining the amount and allocation of any contributions to the
Account of such Inactive Participant. Such Inactive Participant shall continue
to receive credit for Vesting Service completed during the period that he
continues in the employ of the Employer or a Related
Employer.

       

      4.03.     Transfers
Into Covered Employment.
If an Employee who is not an Eligible Employee becomes an Eligible Employee,
such Eligible Employee shall become an Active Participant immediately as of his
transfer date if such Eligible Employee has already satisfied the eligibility
requirements and would have otherwise previously become an Active Participant in
accordance with Section 4.01. Otherwise, such Eligible Employee shall become an
Active Participant in accordance with Section 4.01.

       

              
    Wages and other payments made to an Employee prior to
his becoming an Eligible Employee by the Employer or a Related Employer for
services other than as an Eligible Employee shall not be included in
Compensation for purposes of determining the amount and allocation of any
contributions to the Account of such Eligible Employee.

       

      4.04.     Resumption
of Participation Following Reemployment.
If a Participant who terminates employment with the Employer and all Related
Employers is reemployed as an Eligible Employee, he shall again become an Active
Participant on his Reemployment Commencement Date. If a former Employee is
reemployed as an Eligible Employee on or after an Entry Date coinciding with or
following the date on which he met the age and service requirements elected by
the Employer in Section 1.04 of the Adoption Agreement, he shall become an
Active Participant on his Reemployment Commencement Date. Any other former
Employee who is reemployed as an Eligible
Employee shall become an Active Participant as provided in Section 4.01 or 4.03.
Any distribution which a Participant is receiving under the Plan at the time he
is reemployed by the Employer or a Related Employer shall cease, except as
otherwise required under Section 12.04.


      
        
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                Article
      5.

              	
                Contributions.

              


      

       

      5.01.
     Contributions
Subject to Limitations.
All contributions made to the Plan under this Article 5 shall be subject to the
limitations contained in Article 6.

       

      5.02.
     Compensation
Taken into Account in Determining Contributions.
In determining the amount or allocation of any contribution that is based on a
percentage of Compensation, only Compensation paid to a Participant prior to
termination for services rendered to the Employer while employed as an Eligible
Employee shall be taken into account. Except as otherwise specifically provided
in this Article 5, for purposes of determining the amount and allocation of
contributions under this Article 5, Compensation shall not include any amounts
elected by the Employer with respect to such contributions in Subsection 1.05(a)
or (b), as applicable, of the Adoption Agreement.

       

                   If
the initial Plan Year of a new plan consists of fewer than 12 months, calculated
from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption
Agreement through the end of such initial Plan Year, except as otherwise
provided in this paragraph, Compensation for purposes of determining the amount
and allocation of contributions under this Article 5 for such initial Plan Year
shall include only Compensation for services during the period beginning on the
Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement and
ending on the last day of the initial Plan Year. Notwithstanding the foregoing, to the extent selected in
Subsection 1.05(b)(1)(A) or (2)(A) of the Adoption Agreement, Compensation for
purposes of determining the amount and allocation of Nonelective Employer
Contributions, other than 401(k) Safe Harbor Nonelective Employer Contributions,
under this Article 5 for such initial Plan Year shall include Compensation for
the full 12-consecutive-month period ending on the last day of the initial Plan
Year.

       

      5.03.
     Deferral
Contributions.
If so provided in Subsection 1.07(a) of the Adoption Agreement, each Active
Participant may elect to execute a salary reduction agreement with the Employer
to reduce his Compensation by an amount, as specified in Subsection 1.07(a) of
the Adoption Agreement, for each payroll period. Except as specifically elected
by the Employer within Subsections 1.07(a) of the Adoption Agreement, with
respect to each payroll period, an Active Participant may not elect to make
Deferral Contributions in excess of the percentage of Compensation specified by
the Employer in Subsection 1.07(a)(1)(A) of the Adoption Agreement and
Subsection 5.03(a) below. Notwithstanding the foregoing, if the Employer has
elected 401(k) Safe Harbor Matching Contributions in Option 1.11(a)(3) of the Adoption Agreement, a Participant must be
permitted to make Deferral Contributions under the Plan sufficient to receive
the full 401(k) Safe Harbor Matching Employer Contribution provided under
Subsection (a)(1) or (2), as applicable of the 401(k) Safe Harbor Matching
Employer Contributions Addendum to the Adoption Agreement.

       

                
   An Active Participant’s salary reduction agreement shall become
effective on the first day of the first payroll period for which the Employer
can reasonably process the request, but not earlier than the later of (a) the
effective date of the provisions permitting Deferral Contributions or (b) the
date the Employer adopts such provisions. The Employer shall make a Deferral
Contribution on behalf of the Participant corresponding to the amount of said
reduction. Under no circumstances may a salary reduction agreement be adopted
retroactively.

       

                  
An Active Participant may elect to change or discontinue the amount by which his
Compensation is reduced by notice to the Employer as provided in Subsection
1.07(a)(1)(C) or (D) of the Adoption Agreement.
Notwithstanding the Employer’s election in Subsection 1.07(a)(1)(C) or (D) of the Adoption Agreement, if the
Employer has elected 401(k) Safe Harbor Matching Employer Contributions in
Subsection 1.11(a)(3) of the Adoption Agreement or 401(k) Safe Harbor
Nonelective Employer Contributions in; Subsection 1.12(a)(3) of the Adoption Agreement, an Active
Participant may elect to change or discontinue the amount by which his
Compensation is reduced by notice to the Employer within a reasonable period, as
specified by the Employer (but not less than 30 days), of receiving the notice
described in Section 6.09.


      
        
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Based upon the Employer’s elections in Subsection 1.07(a) of the Adoption
Agreement, the following special types of Deferral Contributions may be made to
the Plan:

      
        	 
      	 
      
	 
      	
                (a)
           Catch-Up
      Contributions. If elected by the Employer in Subsection 1.07(a)(4) of the Adoption Agreement, an
      Active Participant who has attained or is expected to attain age 50 before
      the close of the calendar year shall be eligible to make Catch-Up
      Contributions to the Plan in excess of an otherwise applicable Plan limit,
      but not in excess of (i) the dollar limit in effect under Code Section
      414(v)(2)(B)(i) for the calendar year or (ii) when added to the other
      Deferral Contributions made by the Participant for the calendar year, the
      deferral limit described in Subsection 1.07(a)(1)(A) of the Adoption
      Agreement, provided such deferral limit is not less than 75 percent.
      Except as otherwise elected by the Employer in the Adoption Agreement, if
      the Employer elects to provide for Catch-Up Contributions pursuant to
      Subsection 1.07(a)(4) of the Adoption Agreement, such
      deferral limit shall be 75 percent of Compensation. An otherwise
      applicable Plan limit is a limit that applies to Deferral Contributions
      without regard to Catch-Up Contributions, including, but not limited to,
      (1) the dollar limitation on Deferral Contributions under Code Section
      402(g), described in Section 6.02, (2) the limitations on annual additions
      in effect under Code Section 415, described in Section 6.12, and (3) the
      limitation on Deferral Contributions for Highly Compensated Employees
      under Code Section 401(k)(3), described in Section
6.03.

              
	 
      	 
      
	 
      	
                          In
      the event that the deferral limit described in Subsection 1.07(a)(1)(A) of
      the Adoption Agreement or the administrative limit described in Section
      6.05, as applicable, is changed during the Plan Year, for purposes of
      determining Catch-Up Contributions for the Plan Year, such limit shall be
      determined using the time-weighted average method described in Section
      1.414(v)-1(b)(2)(i)(B)(1) of the Treasury Regulations, applying the
      alternative definition of compensation permitted under Section
      1.414(v)-1(b)(2)(i)(B)(2) of the Treasury Regulations.

              
	 
      	 
      
	 
      	
                (b) 
          Roth
      401(k) Contributions. Notwithstanding any other provision of the
      Plan to the contrary, if the Employer elects in Subsection 1.07(a)(5) of the Adoption Agreement
      to permit Roth 401(k) Contributions, then a Participant may irrevocably
      designate all or a portion of his Deferral Contributions made pursuant to
      Subsection 1.07(a) of the Adoption Agreement as Roth 401(k) Contributions
      that are includible in the Participant’s gross income at the time
      deferred, pursuant to Code Section 402A and any applicable guidance or
      regulations issued thereunder. A Participant may change his designation
      prospectively with respect to future Deferral Contributions as of the date
      or dates elected by the Employer in Subsection
      1.07(a)(1)(C) of the Adoption Agreement. The
      Administrator will maintain all such contributions made pursuant to Code
      Section 402A separately and make distributions in accordance with the Plan
      unless required to do otherwise by Code Section 402A and any applicable
      guidance or regulations issued thereunder.

              
	 
      	 
      
	 
      	
                (c)
           Automatic
      Enrollment Contributions. If the Employer elected Option 1.07(a)(6) of the Adoption Agreement, for
      each Active Participant to whom the Employer has elected to apply the
      automatic enrollment contribution provisions, such Active Participant’s
      Compensation shall be reduced by the percentage specified by the Employer
      in Option 1.07(a)(6) of the Adoption Agreement. These
      amounts shall be contributed to the Plan on behalf of such Active
      Participant as Deferral Contributions.

              
	 
      	 
      
	 
      	
                          An
      Active Participant’s Compensation shall continue to be reduced and
      Deferral Contributions made to the Plan on his behalf until the Active
      Participant elects to change or discontinue the percentage by which his
      Compensation is reduced by notice to the Employer as provided in
      Subsection 1.07(a)(1)(C) or (D) of the Adoption Agreement. An
      Eligible Employee may affirmatively elect not to have his Compensation
      reduced in accordance with this Subsection 5.03(c) by notice to the
      Employer within a reasonable period ending no later than the date
      Compensation subject to reduction hereunder becomes available to the
      Active Participant.

              


      


      
        
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                            If
      the Employer elected Option 1.07(b) of the Adoption Agreement, the
      deferral election of an Active Participant on whose behalf Deferral
      Contributions are being made pursuant to the automatic enrollment
      provisions described above shall be increased annually by the percentage
      of Compensation specified in Subsection 1.07(b)(1) of the Adoption
      Agreement, unless and until the percentage of Compensation being
      contributed on behalf of the Active Participant reaches the limit
      specified in Subsection 1.07(b)(2) of the Adoption Agreement or, if none,
      in Subsection 1.07(a)(1) of the Adoption Agreement. An Active Participant
      may affirmatively elect not to have his deferral election increased in
      accordance with the provisions of this paragraph by notice to the Employer
      within a reasonable period ending no later than the date Compensation
      subject to the increase becomes available to the Active
      Participant.

                

              


      

       

                  
Notwithstanding any other provision of this Section or of any Participant’s
salary reduction agreement, in no event shall a Participant be permitted to make
Deferral Contributions in excess of his “effectively available Compensation.” A
Participant’s “effectively available Compensation” is his Compensation remaining
after all applicable amounts have been withheld (e.g., tax-withholding and
withholding of contributions to a cafeteria plan).

       

      5.04.     Employee
Contributions.
If so provided by the Employer in Subsection 1.08(a) of the
Adoption Agreement, each Active Participant may elect to make non-deductible
Employee Contributions to the Plan in accordance with the rules and procedures
established by the Employer and subject to the limits provided in Subsection
1.08(a) of the Adoption Agreement. An Active Participant may not elect to make
non-deductible Employee Contributions in excess of the percentage of
Compensation specified by the Employer in Subsection 1.08(a)(1) of the Adoption
Agreement.

       

      5.05.     No
Deductible Employee Contributions.
No deductible Employee Contributions may be made to the Plan. Deductible
Employee Contributions made prior to January 1, 1987 shall be maintained in a
separate Account. No part of the deductible Employee Contributions Account shall
be used to purchase life insurance.

       

      5.06.     Rollover
Contributions.
If so provided by the Employer in Subsection 1.09(a) of the Adoption Agreement,
an Eligible Employee who is or was entitled to receive an eligible rollover
distribution, as defined in Code Section 402(c)(4) and Treasury Regulations
issued thereunder, including an eligible rollover distribution received by the
Eligible Employee as a surviving spouse or as a spouse or former spouse who is
an alternate payee under a qualified domestic relations order, from an eligible
retirement plan, as defined in Section 13.04, may elect to contribute all or any
portion of such distribution to the Trust directly from such eligible retirement
plan (a “direct rollover”) or within 60 days of receipt of such distribution to
the Eligible Employee. Rollover Contributions shall only be made in the form of
cash, allowable Fund Shares, or promissory notes evidencing a plan loan to the
Eligible Employee; provided, however, that Rollover Contributions shall only be
permitted in the form of promissory notes if the Plan otherwise provides for
loans.

      
        	 
      	 
      
	 
      	
                Notwithstanding
      the foregoing, the Plan shall not accept the following as Rollover
      Contributions:

              
	 
      	 
      
	 
      	
                (a)
           any rollover of after-tax employee
      contributions that is not made by a direct rollover;

              
	 
      	 
      
	 
      	
                (b)
           if elected by the Employer in Subsection
      1.09(a)(1) of the Adoption Agreement, a direct rollover of after-tax
      employee contributions from a qualified plan described in Code Section
      401(a) or 403(a);

              
	 
      	 
      
	 
      	
                (c)
           any rollover of after-tax employee
      contributions from an annuity contract described in Code Section 403(b) or
      from an individual retirement account or annuity described in Code Section
      408(a) or (b);

              
	 
      	 
      
	 
      	
                (d)     any
      rollover of nondeductible individual retirement account or annuity
      contributions;

              
	 
      	 
      
	 
      	
                (e)
           any rollover of after-tax employee
      contributions from an eligible deferred compensation plan described in
      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;

              
	 
      	 
      
	 
      	
                (f)
           if elected by the Employer in Subsection
      1.09(a)(2) of the Adoption Agreement, any rollover of “designated Roth
      contributions”, as defined in Subsection
  6.01(e);

              


      


      
        
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                (g)
           any rollover of the non-taxable portion of
      an Eligible Employee’s “designated Roth contributions”, as defined in
      Subsection 6.01(e), that is not made by a direct rollover;
    or

              
	 
      	 
      
	 
      	
                (h)
            any rollover of “designated Roth
      contributions”, as defined in Subsection 6.01(e), from a Roth IRA
      described in Code Section 408A.

              


      

       

                  
To the extent the Plan accepts Rollover Contributions of after-tax employee
contributions, the Plan will separately account for such contributions,
including separate accounting for the portion of the Rollover Contribution that
is includible in gross income and the portion that is not includible in gross
income.

       

                  
Any rollover of “designated Roth contributions”, as defined in Subsection
6.01(e), shall be subject to the requirements of Code Section 402(c). To the
extent the Plan accepts Rollover Contributions of “designated Roth
contributions”, the Plan will separately account for such contributions in
accordance with the provisions of Section 7.01, including separate accounting
for the portion of the Rollover Contribution that is includible in gross income
and the portion that is not includible in gross income, if applicable. If the
Plan accepts a direct rollover of “designated Roth contributions”, the Trustee
and the Plan Administrator shall be entitled to rely on a statement from the
distributing plan’s administrator identifying (i) the Eligible Employee’s basis
in the rolled over amounts and (ii) the date on which the Eligible Employee’s
5-taxable-year period of participation (as required under Code Section
402A(d)(2) for a qualified distribution of “designated Roth contributions”)
started under the distributing plan. If the 5-taxable-year period of
participation under the distributing plan would end sooner than the Eligible
Employee’s 5-taxable-year period of participation under the Plan, the
5-taxable-year period of participation applicable under the distributing plan
shall continue to apply with respect to the Rollover Contribution.

       

                 
An Eligible Employee who has not yet become an Active Participant in the Plan in
accordance with the provisions of Article 3 may make a Rollover Contribution to
the Plan. Such Eligible Employee shall be treated as a Participant under the
Plan for all purposes of the Plan, except eligibility to have Deferral
Contributions made on his behalf and to receive an allocation of Matching
Employer or Nonelective Employer Contributions.

       

                 
The Administrator shall develop such procedures and require such information
from Eligible Employees as it deems necessary to ensure that amounts contributed
under this Section 5.06 meet the requirements for tax-deferred rollovers
established by this Section 5.06 and by Code Section 402(c). No Rollover
Contributions may be made to the Plan until approved by the
Administrator.

       

                  
If a Rollover Contribution made under this Section 5.06 is later determined by
the Administrator not to have met the requirements of this Section 5.06 or of
the Code or Treasury regulations, the Trustee shall, within a reasonable time
after such determination is made, and on instructions from the Administrator,
distribute to the Employee the amounts then held in the Trust attributable to
such Rollover Contribution.

       

                  
A Participant’s Rollover Contributions Account shall be subject to the terms of
the Plan, including Article 14, except as otherwise provided in this Section
5.06.

       

      5.07.     Qualified
Nonelective Employer Contributions.
The Employer may, in its discretion, make a Qualified Nonelective Employer
Contribution for the Plan Year in any amount necessary to satisfy or help to
satisfy the “ADP” test, described in Section 6.03, and/or the “ACP” test,
described in Section 6.06. Unless the Employer
elects the allocation provisions in Subsection 1.10(a)(1) of the Adoption
Agreement, any Qualified Nonelective Employer Contribution shall
be allocated among the Accounts of Non-Highly Compensated Employees who were
Active Participants at any time during the Plan Year in the ratio that each
eligible Active Participant’s “testing compensation”, as defined in Subsection
6.01(r), for the Plan Year bears to the total “testing compensation” paid to all
eligible Active Participants for the Plan Year. If the Employer elects the allocation provisions in Subsection
1.10(a)(1) of the Adoption Agreement, any Qualified Nonelective Employer
Contribution shall be allocated among the Accounts of only those Non-Highly
Compensated Employees who are designated by the Employer and who were Active
Participants at any time during the Plan Year and shall be allocated to each
such Non-Highly Compensated Employee in the amount determined by the Employer;
provided, however, that the amount of any Qualified Nonelective Contribution
included in a Non-Highly Compensated Employee’s “contribution percentage amounts”, as defined in Subsection 6.01(c), shall not exceed 5% of
such Non-Highly Compensated Employee’s “testing compensation”, as defined in
Subsection 6.01(r), and the amount of any Qualified Nonelective Contribution
included as “ in a Non-Highly Compensated Employee’s “includable contributions”,
as defined in Subsection 6.01(n), shall not exceed 5% of such Non-Highly
Compensated Employee’s “testing compensation”, as defined in Subsection
6.01(r).


      
        
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Participants shall not be required to satisfy any Hours of Service or employment
requirement for the Plan Year in order to receive an allocation of Qualified
Nonelective Employer Contributions.

       

                 
Qualified Nonelective Employer Contributions shall be distributable only in
accordance with the distribution provisions that are applicable to Deferral
Contributions; provided, however, that a Participant shall not be permitted to
take a hardship withdrawal of amounts credited to his Qualified Nonelective
Employer Contributions Account after the later of December 31, 1988 or the last
day of the Plan Year ending before July 1, 1989.

       

      5.08.     Matching
Employer Contributions.
If so provided by the Employer in Section 1.11 of the Adoption Agreement, the
Employer shall make a Matching Employer Contribution on behalf of each of its
“eligible” Participants. For purposes of this Section 5.08, an “eligible”
Participant means any Participant who was an Active Participant during the
Contribution Period, who meets the requirements in Subsection 1.11(e) of the Adoption Agreement or Section
1.13 of the Adoption Agreement, as applicable, and who had eligible
contributions, as elected by the Employer in Subsection
1.11(c) of the Adoption Agreement, made on his behalf during the
Contribution Period. The amount of the Matching Employer Contribution shall be
determined in accordance with Subsection 1.11(a) and/or (b) of the Adoption Agreement and/or the 401(k) Safe
Harbor Matching Employer Contributions Addendum to the Adoption Agreement, as
applicable.

       

                 
Notwithstanding the foregoing, unless otherwise elected in Subsection 1.11(c)(1)(A) of the Adoption Agreement, the
Employer shall not
make Matching Employer Contributions, other than 401(k) Safe Harbor Matching
Employer Contributions, with respect to an “eligible” Participant’s Catch-Up
Contributions. If, due to application of a Plan limit, Matching Employer
Contributions other than 401(k) Safe Harbor Matching Employer Contributions are
attributable to Catch-Up Contributions, such Matching Employer Contributions,
plus any income and minus any loss allocable thereto, shall be forfeited and
applied as provided in Section 11.09.

       

      5.09.     Qualified
Matching Employer Contributions.
If so provided by the Employer in Subsection 1.11(f) of the Adoption Agreement, prior to
making its Matching Employer Contribution (other than any 401(k) Safe Harbor
Matching Employer Contribution) to the Plan, the Employer may designate all or a
portion of such Matching Employer Contribution as a Qualified Matching Employer
Contribution. The Employer shall notify the Trustee of such designation at the
time it makes its Matching Employer Contribution. Qualified Matching Employer
Contributions shall be distributable only in accordance with the distribution
provisions that are applicable to Deferral Contributions; provided, however,
that a Participant shall not be permitted to take a hardship withdrawal of
amounts credited to his Qualified Matching Employer Contributions Account after
the later of December 31, 1988 or the last day of the Plan Year ending before
July 1, 1989.

       

                  
If the amount of an Employer’s Qualified Matching Employer Contribution is
determined based on a Participant’s Compensation, and the Qualified Matching
Employer Contribution is necessary to satisfy the “ADP” test described in
Section 6.03, the compensation used in determining the amount of the Qualified
Matching Employer Contribution shall be “testing compensation”, as defined in
Subsection 6.01(r). If the Qualified Matching Employer Contribution is not
necessary to satisfy the “ADP” test described in Section 6.03, the compensation
used to determine the amount of the Qualified Matching Employer Contribution
shall be Compensation as defined in Subsection 2.01(k), modified as provided in
Section 5.02.

       

      
        
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      5.10.
     Nonelective
Employer Contributions.
If so provided by the Employer in Section 1.12 of the Adoption Agreement,
the Employer shall make Nonelective Employer Contributions to the Trust in
accordance with Subsection 1.12(a) and/or (b) of the Adoption Agreement to be
allocated among “eligible” Participants. For purposes of this Section 5.10, an
“eligible” Participant means any Participant who was an Active Participant
during the period for which the contribution is made and who meets the
requirements in Subsection 1.12(d) of the Adoption Agreement
or Section 1.13 of the Adoption Agreement, as applicable. Nonelective Employer
Contributions shall be allocated as follows:

      
        	 
      	 
      	 
      	 
      
	 
      	
                (a)
           If the Employer has elected a fixed
      contribution formula, Nonelective Employer Contributions shall be
      allocated among “eligible” Participants in the manner specified in Section
      1.12 of the Adoption Agreement or the 401(k) Safe Harbor Nonelective
      Employer Contributions Addendum to the Adoption Agreement, as
      applicable.

              
	 
      	 
      	 
      	 
      
	 
      	
                (b)
           If the Employer has elected a discretionary
      contribution amount, Nonelective Employer Contributions shall be allocated
      among “eligible” Participants, as determined in accordance with Section
      1.12 and Section 1.13 of the Adoption Agreement, as
    follows:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (1)      If the
      non-integrated formula is elected in Subsection 1.12(b)(1) of the Adoption
      Agreement, Nonelective Employer Contributions shall be allocated to
      “eligible” Participants in the ratio that each “eligible” Participant’s
      Compensation bears to the total Compensation paid to all “eligible”
      Participants for the Contribution Period.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (2)      If the integrated formula
      is elected in Subsection 1.12(b)(2) of the Adoption Agreement, Nonelective
      Employer Contributions shall be allocated in the following
      steps:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (A)  
         First, to each “eligible” Participant in the same ratio
      that the sum of the “eligible” Participant’s Compensation and “excess
      Compensation” for the Plan Year bears to the sum of the Compensation and
      “excess Compensation” of all “eligible” Participants for the Plan Year.
      This allocation as a percentage of the sum of each “eligible”
      Participant’s Compensation and “excess Compensation” shall not exceed the
      “permitted disparity limit”, as defined in Section 1.12 of the Adoption
      Agreement.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                     Notwithstanding
      the foregoing, if in any Plan Year an “eligible” Participant has reached
      the “cumulative permitted disparity limit”, such “eligible” Participant
      shall receive an allocation under this Subsection 5.10(b)(2)(A) based on
      two times his Compensation for the Plan Year, rather than the sum of his
      Compensation and “excess Compensation” for the Plan Year. If an “eligible”
      Participant did not benefit under a qualified defined benefit plan or
      target benefit plan for any Plan Year beginning on or after January 1,
      1994, the “eligible” Participant shall have no “cumulative disparity
      limit”.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)
            Second, if any Nonelective Employer
      Contributions remain after the allocation in Subsection 5.10(b)(2)(A), the
      remaining Nonelective Employer Contributions shall be allocated to each
      “eligible” Participant in the same ratio that the “eligible” Participant’s
      Compensation for the Plan Year bears to the total Compensation of all
      “eligible” Participants for the Plan Year.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                     
          Notwithstanding the provisions of Subsections
      5.10(b)(2)(A) and (B) above, if in any Plan Year an “eligible” Participant
      benefits under another qualified plan or simplified employee pension, as
      defined in Code Section 408(k), that provides for or imputes permitted
      disparity, the Nonelective Employer Contributions for the Plan Year
      allocated to such “eligible” Participant shall be in the ratio that his
      Compensation for the Plan Year bears to the total Compensation paid to all
      “eligible” Participants.

              


      


      
        
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        For purposes of this Subsection 5.10(b)(2), the following
      definitions shall apply:

              
	 	 	 	 
	 	 	 	
                (C)
            “Cumulative permitted disparity
      limit” means 35 multiplied by the sum of an “eligible”
      Participant’s annual permitted disparity fractions, as defined in Sections
      1.401(l)-5(b)(3) through (b)(7) of the Treasury Regulations, attributable
      to the “eligible”
      Participant’s total years of service under the Plan and any other
      qualified plan or simplified employee pension, as defined in Code Section
      408(k), maintained by the Employer or a Related Employer. For each Plan
      Year commencing prior to January 1, 1989, the annual permitted disparity
      fraction shall be deemed to be one, unless the Participant never accrued a
      benefit under any qualified plan or simplified employee pension maintained
      by the Employer or a Related Employer during any such Plan Year. In
      determining the annual permitted disparity fraction for any Plan Year, the
      Employer may elect to assume that the full disparity limit has been used
      for such Plan Year.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (D)
           “Excess Compensation” means
      Compensation in excess of the “integration level” specified by the
      Employer in Subsection 1.12(b)(2) of the Adoption
    Agreement.

              


      

       

      5.11.     Vested
Interest in Contributions.
A Participant’s vested interest in the following sub-accounts shall be 100
percent:

      
        	 
      	 
      	 
      
	 
      	
                (a)

              	
                his
      Deferral Contributions Account;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                his
      Qualified Nonelective Employer Contributions Account;

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                his
      Qualified Matching Employer Contributions Account;

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                his
      401(k) Safe Harbor Nonelective Employer Contributions
    Account;

              
	 
      	 
      	 
      
	 
      	
                (e)

              	
                his
      401(k) Safe Harbor Matching Employer Contributions
  Account;

              
	 
      	 
      	 
      
	 
      	
                (f)

              	
                his
      Rollover Contributions Account;

              
	 
      	 
      	 
      
	 
      	
                (g)

              	
                his
      Employee Contributions Account; and

              
	 
      	 
      	 
      
	 
      	
                (h)

              	
                his
      deductible Employee Contributions
Account.

              


      

       

                 
Except as otherwise specifically provided in the Vesting Schedule Addendum to
the Adoption Agreement or as may be required under Section 15.05, a
Participant’s vested interest in his Nonelective Employer Contributions Account
attributable to Nonelective Employer Contributions other than those described in
Subsection 5.11(d) above, shall be determined in accordance with the vesting
schedule elected by the Employer in Subsection 1.16(c)(1) of the Adoption Agreement. Except as
otherwise specifically provided in the Vesting Schedule Addendum to the Adoption
Agreement, a Participant’s vested interest in his Matching Employer
Contributions Account attributable to Matching Employer Contributions other than
those described in Subsection 5.11(e) above, shall be determined in accordance
with the vesting schedule elected by the Employer in Subsection 1.16(c)(2) of the Adoption
Agreement.

       

      5.12.     Time
for Making Contributions.
The Employer shall pay its contribution for each Plan Year not later than the
time prescribed by law for filing the Employer’s Federal income tax return for
the fiscal (or taxable) year with or within which such Plan Year ends (including
extensions thereof).

       

                  
If the Employer has elected the payroll period as the Contribution Period in
Subsection 1.11(d) of the Adoption Agreement, the Employer
shall remit any 401(k) Safe Harbor Matching Employer Contributions made during a
Plan Year quarter to the Trustee no later than the last day of the immediately
following Plan Year quarter.

       

                 
The Employer should remit Employee Contributions and Deferral Contributions to
the Trustee as of the earliest date on which such contributions can reasonably
be segregated from the Employer’s general assets, but not later than the 15th
business day of the calendar month following the month in which such amount
otherwise would have been paid to the Participant, or within such other time
frame as may be determined by applicable regulation or
legislation.


      
        
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    The Trustee shall have no authority to inquire into the
correctness of the amounts contributed and remitted to the Trustee, to determine
whether any contribution is payable under this Article 5, or to enforce, by suit
or otherwise, the Employer’s obligation, if any, to make a contribution to the
Trustee. The Trustee is a directed trustee pursuant to ERISA Section 403(a)(1)
for all purposes, and, specifically, has no responsibility or authority to
collect Plan contributions or loan repayments or to pursue any claim the Plan
might have with respect to loan repayments or Plan contributions.

       

      5.13.
     Return
of Employer Contributions.
The Trustee shall, upon request by the Employer, return to the Employer the
amount (if any) determined under Section 20.23. Such amount shall be reduced by amounts
attributable thereto which have been credited to the Accounts of Participants
who have since received distributions from the Trust, except to the extent such
amounts continue to be credited to such Participants’ Accounts at the time the
amount is returned to the Employer. Such amount shall also be reduced by the
losses of the Trust attributable thereto, if and to the extent such losses
exceed the gains and income attributable thereto, but shall not be increased by
the gains and income of the Trust attributable thereto, if and to the extent
such gains and income exceed the losses attributable thereto. To the extent such
gains exceed losses, the gains shall be forfeited and applied as provided in
Section 11.09. In no event shall the return of a contribution hereunder cause
the balance of the individual Account of any Participant to be reduced to less
than the balance which would have been credited to the Account had the mistaken
amount not been contributed.

       

      5.14.
     Frozen
Plan.
If the Employer has selected in Subsection 1.01(g)(5) of the Adoption Agreement
that the Plan is a frozen plan, then during the period that the Plan is a frozen
Plan and notwithstanding any other provision of the Plan to the contrary, no
further contributions may be made to the Plan in accordance with this Article 5.
If the Employer amends the Plan to remove the freeze, contributions shall resume
in accordance with the provisions of the amended Plan.

      
        	 
      	 
      
	
                Article
      6.

              	
                Limitations
      on Contributions.

              


      

       

      6.01.
     Special
Definitions.
For purposes of this Article, the following definitions shall
apply:

      
        	 
      	 
      	 
      
	 
      	
                (a)
            “Annual
      additions” mean the sum of the following amounts allocated to an
      Active Participant for a Limitation Year:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)
           all employer contributions allocated to an
      Active Participant’s account under qualified defined contribution plans
      maintained by the “415 employer”, including amounts applied to reduce
      employer contributions as provided under Section 11.09, but excluding
      amounts treated as Catch-Up Contributions;

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)
           all employee contributions allocated to an
      Active Participant’s account under a qualified defined contribution plan
      or a qualified defined benefit plan maintained by the “415 employer” if
      separate accounts are maintained with respect to such Active Participant
      under the defined benefit plan;

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)
           all forfeitures allocated to an Active
      Participant’s account under a qualified defined contribution plan
      maintained by the “415 employer”;

              
	 
      	 
      	 
      
	 
      	 
      	
                (4)
           all amounts allocated to an “individual
      medical benefit account” which is part of a pension or annuity plan
      maintained by the “415 employer”;

              
	 
      	 
      	 
      
	 
      	 
      	
                (5)
           all amounts derived from contributions paid
      or accrued after December 31, 1985, in taxable years ending after such
      date, which are attributable to post-retirement medical benefits allocated
      to the separate account of a key employee, as defined in Code Section
      419A(d)(3), under a “welfare benefit fund” maintained by the “415
      employer”; and

              


      


      
        
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                  (6)
           all allocations to an Active Participant
      under a “simplified employee pension”.

                
	 
      	 
      	 
      
	 
      	
                  (b)       “Contribution percentage”
      means the ratio (expressed as a percentage) of (1) the “contribution
      percentage amounts” allocated to an “eligible participant’s” Accounts for
      the Plan Year to (2) the “eligible participant’s” “testing compensation”
      for the Plan Year.

                
	 
      	 
      	 
      
	 
      	
                  (c)
            “Contribution percentage
      amounts” mean those amounts included in applying the “ACP”
      test.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (1)     
       “Contribution percentage
      amounts” include the following:

                


        

        


        
          	 
      	 
      	 
      	
                  (A)
            any Employee Contributions made by an
      “eligible participant” to the Plan;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (B)  
         any Matching Employer Contributions on eligible
      contributions as elected by the Employer in Subsection 1.11(c) of the
      Adoption Agreement, made for the Plan Year, but excluding (A) Qualified
      Matching Employer Contributions that are taken into account in satisfying
      the “ADP” test described in Section 6.03 and (B) Matching Employer
      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 Catch-Up Contributions (in the event the Plan does not
      provide for Matching Employer Contributions with respect to Catch-Up
      Contributions);

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (C)
           if elected, Qualified Nonelective Employer
      Contributions, excluding Qualified Nonelective Employer Contributions that
      are taken into account in satisfying the “ADP” test described in Section
      6.03;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (D)
           if elected, 401(k) Safe Harbor Nonelective
      Employer Contributions, to the extent such contributions are not required
      to satisfy the safe harbor contribution requirements under Section
      1.401(k)-3(b) of the Treasury Regulations, excluding 401(k) Safe Harbor
      Nonelective Employer Contributions that are taken into account in
      satisfying the “ADP” test described in Section 6.03;
and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (E)   
        if elected, Deferral Contributions, provided that the “ADP”
      test described in Section 6.03 is satisfied both including Deferral
      Contributions included as “contribution percentage amounts” and excluding
      such Deferral Contributions.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)
           Notwithstanding the foregoing, for any Plan
      Year in which the “ADP” test described in Section 6.03 is deemed satisfied
      pursuant to Section 6.09 with respect to some or all Deferral
      Contributions, “contribution percentage amounts” shall not include the
      following:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (A)
           any Deferral Contributions with respect to
      which the “ADP” test is deemed satisfied; and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (B)      if
      elected, the following Matching Employer Contributions:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (i)
           if the requirements described in Section
      6.10 for deemed satisfaction of the “ACP” test with respect to some or all
      Matching Employer Contributions are met, those Matching Employer
      Contributions with respect to which the “ACP” test is deemed satisfied;
      or

                


        


        
          
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                  (ii)
           if the “ADP” test is deemed satisfied using
      401(k) Safe Harbor Matching Employer Contributions, but the requirements
      described in Section 6.10 for deemed satisfaction of the “ACP” test with
      respect to Matching Employer Contributions are not met, any Matching
      Employer Contributions made on behalf of an “eligible participant” for the
      Plan Year that do not exceed four percent of the “eligible participant’s”
      Compensation for the Plan Year.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (3)
           Notwithstanding any other provisions of this
      Subsection, if an Employer elects to change from the current year testing
      method described in Subsection 1.06(a)(1) of the Adoption Agreement to the
      prior year testing method described in Subsection 1.06(a)(2) of the
      Adoption Agreement, the following shall not be considered “contribution
      percentage amounts” for purposes of determining the “contribution
      percentages” of Non-Highly Compensated Employees for the prior year
      immediately preceding the Plan Year in which the change is
      effective:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (A)     Qualified
      Matching Employer Contributions that were taken into account in satisfying
      the “ADP” test described in Section 6.03 for such prior
    year;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (B)     Qualified
      Nonelective Employer Contributions that were taken into account in
      satisfying the “ADP” test described in Section 6.03 or the “ACP” test
      described in Section 6.06 for such prior year;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (C)     401(k)
      Safe Harbor Nonelective Employer Contributions that were taken into
      account in satisfying the “ADP” test described in Section 6.03 or the
      “ACP” test described in Section 6.06 for such prior year or that were
      required to satisfy the safe harbor contribution
      requirements under Section 1.401(k)-3(b) of the Treasury Regulations for
      such prior year; and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (D)      all
      Deferral Contributions.

                
	 
      	 
      	 
      	 
      
	 
      	           To
      be included in determining an “eligible participant’s” “contribution
      percentage” for a Plan Year, Employee Contributions must be made to the
      Plan before the end of such Plan Year and other “contribution percentage
      amounts” must be allocated to the “eligible participant’s” Account as of a
      date within such Plan Year and made before the last day of the 12-month
      period immediately following the Plan Year to which the “contribution
      percentage amounts” relate. If an Employer has elected the prior year
      testing method described in Subsection 1.06(a)(2) of the Adoption
      Agreement, “contribution percentage amounts” that are taken into account
      for purposes of determining the “contribution percentages” of Non-Highly
      Compensated Employees for the prior year relate to such prior year.
      Therefore, such “contribution percentage amounts” must be made before the
      last day of the Plan Year being tested.
	 
      	 
      	 
      
	 
      	(d)
           “Deferral ratio” means
      the ratio (expressed as a percentage) of (1) the amount of “includable
      contributions” made on behalf of an Active Participant for the Plan Year
      to (2) the Active Participant’s “testing compensation” for such Plan Year.
      An Active Participant who does not receive “includable contributions” for
      a Plan Year shall have a “deferral ratio” of zero.
	 
      	 
      	 
      
	 
      	(e)     
       “Designated Roth
      contributions” mean any Roth 401(k) Contributions made to the Plan
      and any “elective deferrals” made to another plan that would be excludable
      from a Participant’s income, but for the Participant’s election to
      designate such contributions as Roth contributions and include them in
      income.
	 
      	 
      	 
      
	 
      	(f)
            “Determination year”
      means (1) for purposes of determining income or loss with respect to
      “excess deferrals”, the calendar year in which the “excess deferrals” were
      made and (2) for purposes of determining income or loss with respect to
      “excess contributions”, and “excess aggregate contributions”, the Plan
      Year in which such “excess contributions” or “excess aggregate
      contributions” were made.


        


        
          
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        (g)     
   “Elective deferrals” mean all employer contributions, other than
Deferral Contributions, made on behalf of a 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 cash or deferred arrangement as
described in Code Section 402(h)(1)(B), any eligible deferred compensation plan
under Code Section 457, any plan as described under Code Section 501(c)(18), and
any employer contributions made on behalf of a Participant pursuant to a salary
reduction agreement for the purchase of an annuity contract under Code Section
403(b). “Elective deferrals” include “designated Roth contributions” made to
another plan. “Elective deferrals” do not include any deferrals properly
distributed as excess “annual additions” or any deferrals treated as catch-up
contributions in accordance with the provisions of Code Section
414(v).

         

        (h)       
 “Eligible participant” means any Active Participant who is eligible
to make Employee Contributions, or Deferral Contributions (if the Employer takes
such contributions into account in calculating “contribution percentages”), or
to receive a Matching Employer Contribution. Notwithstanding the foregoing, the
term “eligible participant” shall not include any Active Participant who is
included in a unit of Employees covered by an agreement which the Secretary of
Labor finds to be a collective bargaining agreement between employee
representatives and one or more employers.

         

        (i)     
     “Excess aggregate
contributions” with respect to any
Plan Year mean the excess of

        
          	 
      	 
      
	 
      	
                  (1)         The
      aggregate “contribution percentage amounts” actually taken into account in
      computing the average “contribution percentages” of “eligible
      participants” who are Highly Compensated Employees for such Plan Year,
      over

                
	 
      	 
      
	 
      	
                  (2)          The
      maximum amount of “contribution percentage amounts” permitted to be made
      on behalf of Highly Compensated Employees under Section 6.06 (determined
      by reducing “contribution percentage amounts” made for the Plan Year on
      behalf of “eligible participants” who are Highly Compensated Employees in
      order of their “contribution percentages” beginning with the highest of
      such “contribution percentages”).

                


        

         

                
     “Excess aggregate contributions” shall be
determined after first determining “excess deferrals” and then determining
“excess contributions”.

         

        (j)      
    “Excess contributions” with respect to any Plan Year mean the excess
of

        
          	 
      	 
      
	 
      	
                  (1)         The
      aggregate amount of “includable contributions” actually taken into account
      in computing the average “deferral percentage” of Active Participants who
      are Highly Compensated Employees for such Plan Year,
  over

                
	 
      	 
      
	 
      	
                  (2)          The
      maximum amount of “includable contributions” permitted to be made on
      behalf of Highly Compensated Employees under Section 6.03 (determined by
      reducing “includable contributions” made for the Plan Year on behalf of
      Active Participants who are Highly Compensated Employees in order of their
      “deferral ratios”, beginning with the highest of such “deferral
      ratios”).

                


        

         

        (k)   
     “Excess deferrals” mean those Deferral Contributions and/or
“elective deferrals” that are includable in a Participant’s gross income under
Code Section 402(g) to the extent such Participant’s Deferral Contributions
and/or “elective deferrals” for a calendar year exceed the dollar limitation
under such Code Section for such calendar year.

         

        (l)          “Excess 415 amount” means the excess of an Active Participant’s
“annual additions” for the Limitation Year over the “maximum permissible
amount”.

         

        
          
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        (m)        “415 employer” means the Employer and any other employers
which constitute a controlled group of corporations (as defined in Code Section
414(b) as modified by Code Section 415(h)) or which constitute
trades or businesses (whether or not incorporated) which are under common
control (as defined in Code Section 414(c) as modified by Code Section 415(h))
or which constitute an affiliated service group (as defined in Code Section
414(m)) and any other entity required to be aggregated with the Employer
pursuant to regulations issued under Code Section 414(o).

         

        (n)    
    “Includable contributions” mean those amounts included in applying the
“ADP” test.

         

        
          	 
      	 
      	 
      	 
      
	 
      	
                  (1)    
        “Includable contributions” include the
    following:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (A)         any
      Deferral Contributions made on behalf of an Active Participant, including
      “excess deferrals” of Highly Compensated Employees and “designated Roth
      contributions”, except as specifically provided in Subsection
      6.01(n)(2);

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (B)          if
      elected, Qualified Nonelective Employer Contributions, excluding Qualified
      Nonelective Employer Contributions that are taken into account in
      satisfying the “ACP” test described in Section 6.06;
and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (C)          if
      elected, Qualified Matching Employer Contributions on Deferral
      Contributions or Employee Contributions made for the Plan Year; provided,
      however, that the maximum amount of Qualified Matching Employer
      Contributions included in “includable contributions” with respect to an
      Active Participant shall not exceed the greater of 5% of the Active
      Participant’s “testing compensation” or 100% of his Deferral Contributions
      for the Plan Year.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (2)    “Includable
      contributions” shall not include the following:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (A)          Catch-Up
      Contributions, except to the extent that a Participant’s Deferral
      Contributions are classified as Catch-Up Contributions as provided in
      Section 6.04 solely because of a failure of the “ADP” test described in
      Section 6.03;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (B)          “excess
      deferrals” of Non-Highly Compensated Employees that arise solely from
      Deferral Contributions made under the Plan or plans maintained by the
      Employer or a Related Employer;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (C)         Deferral
      Contributions that are taken into account in satisfying the “ACP” test
      described in Section 6.06;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (D)         additional
      elective contributions made pursuant to Code Section 414(u) that are
      treated as Deferral Contributions;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (E)          for
      any Plan Year in which the “ADP” test described in Section 6.03 is deemed
      satisfied pursuant to Section 6.09 with respect to some or all Deferral
      Contributions, the following:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (i)    
       any Deferral Contributions with respect to which the “ADP” test is
      deemed satisfied; and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (ii)     Qualified
      Matching Employer Contributions, except to the extent that the “ADP” test
      described in Section 6.03 must be satisfied with respect to some Deferral
      Contributions and such Qualified Matching Employer Contributions are used
      in applying the “ADP” test.

                


        


        
          
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                  (3)      Notwithstanding
      any other provision of this Subsection, if an Employer elects to change
      from the current year testing method described in Subsection 1.06(a)(1) of
      the Adoption Agreement to the prior year testing method described in
      Subsection 1.06(a)(2) of the Adoption Agreement, the following shall not
      be considered “includable contributions” for purposes of determining the
      “deferral ratios” of Non-Highly Compensated Employees for the prior year
      immediately preceding the Plan Year in which the change is
      effective:

                
	 
      	 
      	 
      
	 
      	 
      	
                  (A)          Deferral
      Contributions that were taken into account in satisfying the “ACP” test
      described in Section 6.06 for such prior year;

                
	 
      	 
      	 
      
	 
      	 
      	
                  (B)          Qualified
      Nonelective Employer Contributions that were taken into account in
      satisfying the “ADP” test described in Section 6.03 or the “ACP” test
      described in Section 6.06 for such prior year;

                
	 
      	 
      	 
      
	 
      	 
      	
                  (C)          401(k)
      Safe Harbor Nonelective Employer Contributions that were taken into
      account in satisfying the “ADP” test described in Section 6.03 or the
      “ACP” test described in Section 6.06 for such prior year or that were
      required to satisfy the safe harbor contribution requirements under
      Section 1.401(k)-3(b) of the Treasury Regulations for such prior
      year;

                
	 
      	 
      	 
      
	 
      	 
      	
                  (D)          401(k)
      Safe Harbor Matching Employer Contributions that were taken into account
      in satisfying the “ADP” test described in Section 6.03 for such prior year
      or that were required to satisfy the safe harbor contribution requirements
      under Section 1.401(k)-3(c) of the Treasury Regulations for such prior
      year; and

                
	 
      	 
      	 
      
	 
      	 
      	
                  (E)         
       all Qualified Matching Employer
  Contributions.

                


        

         

                 
   To be included in determining an Active Participant’s
“deferral ratio” for a Plan Year, “includable contributions” must be allocated
to the Participant’s Account as of a date within such Plan Year and made before
the last day of the 12-month period immediately following the Plan Year to which
the “includable contributions” relate. If an Employer has elected the prior year
testing method described in Subsection 1.06(a)(2) of the Adoption Agreement,
“includable contributions” that are taken into account for purposes of
determining the “deferral ratios” of Non-Highly Compensated Employees for the
prior year relate to such prior year. Therefore, such “includable contributions”
must be made before the last day of the Plan Year being tested.

         

        (o)    
    “Individual medical benefit
account” means an individual medical benefit account as defined in
Code Section 415(l)(2).

         

        (p)      
  “Maximum permissible
amount” means for a Limitation Year with respect to any Active
Participant the lesser of (1) the maximum dollar amount permitted for the
Limitation Year under Code Section 415(c)(1)(A) adjusted as provided in Code
Section 415(d) (e.g., $42,000 for the Limitation Year ending in 2005) or (2) 100
percent of the Active Participant’s Compensation for the Limitation Year. If a
short Limitation Year is created because of an amendment changing the Limitation
Year to a different 12-consecutive-month period, the dollar limitation specified
in clause (1) above shall be adjusted by multiplying it by a fraction the
numerator of which is the number of months in the short Limitation Year and the
denominator of which is 12.

         

                 
   The Compensation limitation specified in clause (2) above
shall not apply to any contribution for medical benefits within the meaning of
Code Section 401(h) or 419A(f)(2) after separation from service which is
otherwise treated as an “annual addition” under Code Section 419A(d)(2) or
415(l)(1).

         

        (q)      
  “Simplified employee
pension” means a simplified employee pension as defined in Code
Section 408(k).


        
          
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                  (r)   
          “Testing
      compensation” means compensation as defined in Code Section
      414(s). “Testing compensation” shall be based on the amount actually paid
      to a Participant during the “testing year” or, at the option of the
      Employer, during that portion of the “testing year” during which the
      Participant is an Active Participant; provided, however, that if the
      Employer elected different Eligibility Service requirements for purposes
      of eligibility to make Deferral Contributions and to receive Matching
      Employer Contributions, then “testing compensation” must be based on the
      amount paid to a Participant during the full “testing
    year”.

                
	 
      	 
      
	 
      	
                             The
      annual “testing compensation” of each Active Participant taken into
      account in applying the “ADP” test described in Section 6.03 and the “ACP”
      test described in Section 6.06 for any “testing year” shall not exceed the
      annual compensation limit under Code Section 401(a)(17) as in effect on
      the first day of the “testing year” (e.g., $210,000 for the “testing year”
      beginning in 2005). This limit shall be adjusted by the Secretary to
      reflect increases in the cost of living, as provided in Code Section
      401(a)(17)(B); provided, however, that the dollar increase in effect on
      January 1 of any calendar year is effective for “testing years” beginning
      in such calendar year. If a Plan determines “testing compensation” over a
      period that contains fewer than 12 calendar months (a “short determination
      period”), then the Compensation limit for such “short determination
      period” is equal to the Compensation limit for the calendar year in which
      the “short determination period” begins multiplied by the ratio obtained
      by dividing the number of full months in the “short determination period”
      by 12; provided, however, that such proration shall not apply if there is
      a “short determination period” because (1) an election was made, in
      accordance with any rules and regulations issued by the Secretary of the
      Treasury or his delegate, to apply the “ADP” test described in Section
      6.03 and/or the “ACP” test described in Section 6.06 based only on
      Compensation paid during the portion of the “testing year” during which an
      individual was an Active Participant or (2) an Employee is covered under
      the Plan for fewer than 12 calendar months or (3) there is a short initial
      Plan Year.

                
	 
      	 
      	 
      
	 
      	
                  (s)     
        “Testing year”
      means

                
	 
      	 
      	 
      
	 
      	 
      	
                  (1)          if
      the Employer has elected the current year testing method in Subsection
      1.06(a)(1) of the Adoption Agreement, the Plan Year being
      tested.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)          if
      the Employer has elected the prior year testing method in Subsection
      1.06(a)(2) of the Adoption Agreement, the Plan Year immediately preceding
      the Plan Year being tested.

                
	 
      	 
      	 
      
	 
      	
                  (t)        “Welfare benefit
      fund” means a welfare benefit fund as defined in Code
      Section 419(e).

                


        

         

                     To
the extent that types of contributions defined in Section 2.01 are referred to
in this Article 6, the defined term includes similar contributions made under
other plans where the context so requires.

         

        6.02.    Code
Section 402(g) Limit on Deferral Contributions. In no event shall the amount
of Deferral Contributions, other than Catch-Up Contributions, made under the
Plan for a calendar year, when aggregated with the “elective deferrals” made
under any other plan maintained by the Employer or a Related Employer, exceed
the dollar limitation contained in Code Section 402(g) in effect at the
beginning of such calendar year.

         

                 
  A Participant may assign to the Plan any “excess deferrals” made
during a calendar year by notifying the Administrator on or before March 15
following the calendar year in which the “excess deferrals” were made of the
amount of the “excess deferrals” to be assigned to the Plan. A Participant is
deemed to notify the Administrator of any “excess deferrals” that arise by
taking into account only those Deferral Contributions made to the Plan and those
“elective deferrals” made to any other plan maintained by the Employer or a
Related Employer. Notwithstanding any other provision of the Plan, “excess
deferrals”, plus any income and minus any loss allocable thereto, as determined
under Section 6.08, shall be distributed no later than April 15 to any
Participant to whose Account “excess deferrals” were so assigned for the
preceding calendar year and who claims “excess deferrals” for such calendar
year. In the event that “excess deferrals” are allocated to a Participant’s
Deferral Contributions Accounts, such “excess deferrals” will be distributed
first from the Participant’s Deferral Contributions for the Plan Year other than
his Roth 401(k) Contributions then from his Roth 401(k)
Contributions.


        
          
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                    “Excess
deferrals” to be distributed to a Participant for a calendar year shall be
reduced by any “excess contributions” for the Plan Year beginning within such
calendar year that were previously distributed or re-characterized in accordance
with the provisions of Section 6.04.

         

                    Any
Matching Employer Contributions attributable to “excess deferrals”, plus any
income and minus any loss allocable thereto, as determined under Section 6.08,
shall be forfeited and applied as provided in Section 11.09.

         

                    
“Excess 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 calendar year in which the “excess deferrals” were
made.

         

        6.03.    Additional
Limit on Deferral Contributions (“ADP” Test). Unless the Employer has
elected in Subsection 1.11(a)(3) or Subsection
1.12(a)(3) of the Adoption Agreement to make 401(k) Safe Harbor Matching
Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions
for a Plan Year, notwithstanding any other provision of the Plan to the
contrary, the Deferral Contributions, excluding additional elective
contributions made pursuant to Code Section 414(u) that are treated as Deferral
Contributions and Catch-Up Contributions (except to the extent that a
Participant’s Deferral Contributions are classified as Catch-Up Contributions as
provided in Section 6.04 solely because of a failure of the “ADP” test described
herein), made with respect to the Plan Year on behalf of Active Participants who
are Highly Compensated Employees for such Plan Year may not result in an average
“deferral ratio” for such Active Participants that exceeds the greater
of:

        
          	 
      	 
      
	 
      	
                  (a)          the
      average “deferral ratio” for the “testing year” of Active Participants who
      are Non-Highly Compensated Employees for the “testing year” multiplied by
      1.25; or

                
	 
      	 
      
	 
      	
                  (b)          the
      average “deferral ratio” for the “testing year” of Active Participants who
      are Non-Highly Compensated Employees for the “testing year” multiplied by
      two, provided that the average “deferral ratio” for Active Participants
      who are Highly Compensated Employees for the Plan Year being tested does
      not exceed the average “deferral ratio” for Participants who are
      Non-Highly Compensated Employees for the “testing year” by more than two
      percentage points.

                


        

         

                    For
the first Plan Year in which the Plan provides a cash or deferred arrangement,
the average “deferral ratio” for Active Participants who are Non-Highly
Compensated Employees used in determining the limits applicable under
Subsections 6.03(a) and (b) shall be either three percent or the actual average
“deferral ratio” for such Active Participants for such first Plan Year, as
elected by the Employer in Section 1.06(b) of the Adoption
Agreement.

         

                    The
“deferral ratios” of Active Participants who are included in a unit of Employees
covered by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement shall be disaggregated from the “deferral ratios” of other
Active Participants and the provisions of this Section 6.03 shall be applied
separately with respect to each group.

         

                    The
“deferral ratio” for any Active Participant who is a Highly Compensated Employee
for the Plan Year being tested and who is eligible to have “includable
contributions” allocated to his accounts under two or more cash or deferred
arrangements described in Code Section 401(k) that are maintained by the
Employer or a Related Employer, shall be determined as if such “includable
contributions” were made under the Plan. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements that have different
plan years, all “includable contributions” made during the Plan Year under all
such arrangements shall be treated as having been made under the Plan.
Notwithstanding the foregoing, certain plans, and contributions made thereto,
shall be treated as separate if mandatorily disaggregated under regulations
under Code Section 401(k).

         

                    If
this Plan satisfies the requirements of Code Section 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 Section 6.03 shall be applied by determining the “deferral
ratios” of Employees as if all such plans were a single plan. Plans may be
aggregated in order to satisfy Code Section 401(k) only if they have the same
plan year and use the same method to satisfy the “ADP” test.


        
          
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                    Notwithstanding
anything herein to the contrary, if the Plan permits Employees to make Deferral
Contributions prior to the time the Employees have completed the minimum age and
service requirements of Code Section 410(a)(1)(A) and the Employer elects,
pursuant to Code Section 410(b)(4)(B), to disaggregate the Plan into two
component plans for purposes of complying with Code Section 410(b)(1), one
benefiting Employees who have completed such minimum age and service
requirements and the other benefiting Employees who have not, the Plan must be
disaggregated in the same manner for ADP testing purposes, unless the Plan
applies the alternative rule in Code Section 401(k)(3)(F). In determining the
component plans for purposes of such disaggregation, the Employer may apply the
maximum entry dates permitted under Code Section 410(a)(4).

         

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

         

        6.04.    Allocation
and Distribution of “Excess Contributions”. Notwithstanding any other
provision of this Plan, the “excess contributions” allocable to the Account of a
Participant, plus any income and minus any loss allocable thereto, as determined
under Section 6.08, shall be distributed to the Participant no later than the
last day of the Plan Year immediately following the Plan Year in which the
“excess contributions” were made, unless the Employer elected Catch-Up
Contributions in Subsection 1.07(a)(4) of the Adoption Agreement and such
“excess contributions” are classified as Catch-Up Contributions.

         

                
    If “excess contributions” are to be distributed from the
Plan and such “excess contributions” are distributed more than 2 1/2 months
after the last day of the Plan Year in which the “excess contributions” were
made, a ten percent excise tax shall be imposed on the Employer maintaining the
Plan with respect to such amounts.

         

                    The
“excess contributions” allocable to a Participant’s Account shall be determined
by reducing the “includable contributions” made for the Plan Year on behalf of
Active Participants who are Highly Compensated Employees in order of the dollar
amount of such “includable contributions”, beginning with the highest such
dollar amount. “Excess contributions” allocated to a Participant for a Plan Year
shall be reduced by the amount of any “excess deferrals” previously distributed
for the calendar year ending in such Plan Year.

         

                    
“Excess contributions” shall be treated as “annual additions”.

         

                   
 For purposes of distribution, “excess contributions” shall be considered
allocated among a Participant’s Deferral Contributions Accounts and, if
applicable, the Participant’s Qualified Nonelective Employer Contributions
Account and/or Qualified Matching Employer Contributions Account in the order
prescribed and communicated to the Trustee, which order shall be uniform with
respect to all Participants and nondiscriminatory. In the event that “excess
contributions” are allocated to a Participant’s Deferral Contributions Accounts,
such “excess contributions” will be distributed first from the Participant’s
Deferral Contributions for the Plan Year other than his Roth 401(k)
Contributions then from his Roth 401(k) Contributions.

         

                    Any
Matching Employer Contributions attributable to “excess contributions”, plus any
income and minus any loss allocable thereto, as determined under Section 6.08,
shall be forfeited and applied as provided in Section 11.09.

         

        6.05.    Reductions
in Deferral Contributions to Meet Code Requirements. If the Administrator
anticipates that the Plan will not satisfy the “ADP” and/or “ACP” test for the
year, the Administrator may reduce the rate of Deferral Contributions of
Participants who are Highly Compensated Employees to an amount determined by the
Administrator to be necessary to satisfy the “ADP” and/or “ACP”
test.

         

        6.06.    Limit on
Matching Employer Contributions and Employee Contributions (“ACP”
Test). The
provisions of this Section 6.06 shall not apply to Active Participants who are
included in a unit of Employees covered by an agreement which the Secretary of
Labor finds to be a collective bargaining agreement between employee
representatives and one or more employers. The provisions of this Section shall
not apply to Matching Employer Contributions made on account of amounts deferred
pursuant to Code Section 457 under a separate eligible deferred compensation
plan.


        
          
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     Notwithstanding any other provision of the Plan to
the contrary, Matching Employer Contributions and Employee Contributions made
with respect to a Plan Year by or on behalf of “eligible participants” who are
Highly Compensated Employees for such Plan Year may not result in an average
“contribution percentage” for such “eligible participants” that exceeds the
greater of:

        
          	 
      	 
      
	 
      	
                  (a)          the
      average “contribution percentage” for the “testing year” of “eligible
      participants” who are Non-Highly Compensated Employees for the “testing
      year” multiplied by 1.25; or

                
	 
      	 
      
	 
      	
                  (b)          the
      average “contribution percentage” for the “testing year” of “eligible
      participants” who are Non-Highly Compensated Employees for the “testing
      year” multiplied by two, provided that the average “contribution
      percentage” for the Plan Year being tested of “eligible participants” who
      are Highly Compensated Employees does not exceed the average “contribution
      percentage” for the “testing year” of “eligible participants” who are
      Non-Highly Compensated Employees for the “testing year” by more than two
      percentage points.

                


        

         

              
      For the first Plan Year in which the Plan
provides for “contribution percentage amounts” to be made, the “ACP” for
“eligible participants” who are Non-Highly Compensated Employees used in
determining the limits applicable under paragraphs (a) and (b) of this Section
6.06 shall be either three percent or the actual “ACP” of such eligible
participants for such first Plan Year, as elected by the Employer in Section
1.06(b) of the Adoption Agreement.

         

                     The
“contribution percentage” for any “eligible participant” who is a Highly
Compensated Employee for the Plan Year and who is eligible to have “contribution
percentage amounts” allocated to his accounts under two or more plans described
in Code Section 401(a) that are maintained by the Employer or a Related
Employer, shall be determined as if such “contribution percentage amounts” were
contributed to the Plan. If a Highly Compensated Employee participates in two or
more such plans that have different plan years, all “contribution percentage
amounts” made during the Plan Year under such other plans shall be treated as
having been contributed to the Plan. Notwithstanding the foregoing, certain
plans shall be treated as separate if mandatorily disaggregated under Treasury
Regulations issued under Code Section 401(m).

         

            
        If this Plan satisfies the
requirements of Code Section 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 Code Sections only if aggregated with this Plan, then this Section 6.06
shall be applied by determining the “contribution percentages” of Employees as
if all such plans were a single plan. Plans may be aggregated in order to
satisfy Code Section 401(m) only if they have the same plan year and use the
same method to satisfy the “ACP” test.

         

            
        Notwithstanding anything herein
to the contrary, if the Plan permits Employees to make Employee Contributions
and/or receive Matching Employer Contributions prior to the time the Employees
have completed the minimum age and service requirements of Code Section
410(a)(1)(A) and the Employer elects, pursuant to Code Section 410(b)(4)(B), to
disaggregate the Plan into two component plans for purposes of complying with
Code Section 410(b)(1), one benefiting Employees who have completed such minimum
age and service requirements and the other benefiting Employees who have not,
the Plan must be disaggregated in the same manner for ACP testing purposes,
unless the Plan applies the alternative rule in Code Section 401(m)(5)(C). In
determining the component plans for purposes of such disaggregation, the
Employer may apply the maximum entry dates permitted under Code Section
410(a)(4).

         

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


        
          
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        6.07.    Allocation,
Distribution, and Forfeiture of “Excess Aggregate Contributions”. Notwithstanding any other
provision of the Plan, the “excess aggregate contributions” allocable to the
Account of a Participant, plus any income and minus any loss allocable thereto,
as determined under Section 6.08, shall be forfeited, if forfeitable, or if not
forfeitable, distributed to the Participant no later than the last day of the
Plan Year immediately following the Plan Year in which the “excess aggregate
contributions” were made. If such excess amounts are distributed more than 2 1/2
months after the last day of the Plan Year in which such “excess aggregate
contributions” were made, a ten percent excise tax shall be imposed on the
Employer maintaining the Plan with respect to such amounts.

         

              
      The “excess aggregate contributions”
allocable to a Participant’s Account shall be determined by reducing the
“contribution percentage amounts” made for the Plan Year on behalf of “eligible
participants” who are Highly Compensated Employees in order of the dollar amount
of such “contribution percentage amounts”, beginning with the highest such
dollar amount.

         

                  
   “Excess aggregate contributions” shall be treated as “annual
additions”.

         

                
    “Excess aggregate contributions” shall be forfeited or
distributed from a Participant’s Employee Contributions Account, Matching
Employer Contributions Account and, if applicable, the Participant’s Deferral
Contributions Account and/or Qualified Nonelective Employer Contributions
Account in the order prescribed and communicated to the Trustee, which order
shall be uniform with respect to all Participants and nondiscriminatory. In the
event that “excess aggregate contributions” are allocated to a Participant’s
Deferral Contributions Accounts, such “excess aggregated contributions” will be
distributed first from the Participant’s Deferral Contributions for the Plan
Year other than his Roth 401(k) Contributions then from his Roth 401(k)
Contributions.

         

                  
   Forfeitures of “excess aggregate contributions” shall be applied as
provided in Section 11.09.

         

        6.08.  
  Income or
Loss on Distributable Contributions. The income or loss allocable
to “excess deferrals”, “excess contributions”, and “excess aggregate
contributions” shall be determined under one of the following
methods:

        
          	 
      	 
      
	 
      	
                  (a)          the
      income or loss attributable to such distributable contributions shall be
      the sum of (i) the income or loss for the “determination year” allocable
      to the Participant’s Account to which such contributions were made
      multiplied by a fraction, the numerator of which is the amount of the
      distributable contributions and the denominator of which is the balance of
      the Participant’s Account to which such contributions were made,
      determined as of the end of the “determination year” without regard to any
      income or loss occurring during the “determination year”, plus (ii) 10
      percent of the amount determined under (i) multiplied by the number of
      whole calendar months between the end of the “determination year” and the
      date of distribution, counting the calendar month of distribution if
      distribution occurs after the 15th of the month; or

                
	 
      	 
      
	 
      	
                  (b)          the
      income or loss attributable to such distributable contributions shall be
      the sum of (i) the income or loss on such contributions for the
      “determination year”, determined under any other reasonable method, plus
      (ii) the income or loss on such contributions for the “gap period”,
      determined under such other reasonable method. Any reasonable method used
      to determine income or loss hereunder shall be used consistently for all
      Participants in determining the income or loss allocable to distributable
      contributions hereunder and shall be the same method that is used by the
      Plan in allocating income or loss to Participants’ Accounts. For purposes
      of this paragraph, the “gap period” means the period between the end of
      the “determination year” and the date of distribution; provided, however,
      that income or loss for the “gap period” may be determined as of a date
      that is no more than seven days before the date of
      distribution.

                


        

         

        6.09.  
  Deemed
Satisfaction of “ADP” Test. Notwithstanding any
other provision of this Article 6 to the contrary, if the Employer has elected
in Subsection 1.11(a)(3) or Subsection
1.12(a)(3) of the Adoption Agreement to make 401(k) Safe Harbor Matching
Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions,
, the Plan shall be deemed to have satisfied the “ADP” test described in Section
6.03 for a Plan Year provided all of the following requirements are
met:


        
          
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                  (a)    
       The 401(k) Safe Harbor Matching Employer Contribution or 401(k) Safe
      Harbor Nonelective Employer Contribution must be allocated to an Active
      Participant’s Account as of a date within such Plan Year and must be made
      before the last day of the 12-month period immediately following such Plan
      Year.

                
	 
      	 
      
	 
      	
                  (b)     
      If the Employer has elected to make 401(k) Safe Harbor Matching Employer
      Contributions, such 401(k) Safe Harbor Matching Employer Contributions
      must be made with respect to Deferral Contributions made by the Active
      Participant for such Plan Year.

                
	 
      	 
      
	 
      	
                  (c)    
       The Employer shall provide to each Active Participant during the
      Plan Year a comprehensive notice, written in a manner calculated to be
      understood by the average Active Participant, of the Active Participant’s
      rights and obligations under the Plan. If the Employer either (i) is
      considering amending its Plan to satisfy the “ADP” test using 401(k) Safe
      Harbor Nonelective Employer Contributions, as provided in Section 6.11, or
      (ii) has selected 401(k) Safe Harbor Nonelective Employer Contributions
      under Subsection 1.12(a)(3) of the Adoption Agreement and selected
      Subsection (a)(2), but not Subsection (a)(2)(A) of the 401(k) Safe Harbor
      Nonelective Employer Contributions Addendum, the notice shall include a
      statement that the Plan may be amended to provide a 401(k) Safe Harbor
      Nonelective Employer Contribution for the Plan Year. The notice shall be
      provided to each Active Participant within one of the following periods,
      whichever is applicable:

                
	 
      	 
      	 
      
	 
      	 
      	
                  (1)          if
      the Employee is an Active Participant 90 days before the beginning of the
      Plan Year, within the period beginning 90 days and ending 30 days, or any
      other reasonable period, before the first day of the Plan Year;
      or

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)          if
      the Employee becomes an Active Participant after the date described in
      paragraph (f) above, within the period beginning 90 days before and ending
      on the date he becomes an Active Participant.

                
	 
      	 
      	 
      
	 
      	
                             If
      the notice provides that the Plan may be amended to provide a 401(k) Safe
      Harbor Nonelective Employer Contribution for the Plan Year and the Plan is
      amended to provide such contribution, a supplemental notice shall be
      provided to all Active Participants stating that a 401(k) Safe Harbor
      Nonelective Employer Contribution in the specified amount shall be made
      for the Plan Year. Such supplemental notice shall be provided to Active
      Participants at least 30 days before the last day of the Plan
      year.

                
	 
      	 
      
	 
      	
                  (d)      If
      the Employer has elected to make 401(k) Safe Harbor Matching Employer
      Contributions, the ratio of Matching Employer Contributions made on behalf
      of each Highly Compensated Employee for the Plan Year to each such Highly
      Compensated Employee’s eligible contributions for the Plan Year is not
      greater than the ratio of Matching Employer Contributions to eligible
      contributions that would apply to any Non-Highly Compensated Employee for
      whom such eligible contributions are the same percentage of Compensation,
      adjusted as provided in Section 5.02, for the Plan
Year.

                
	 
      	 
      
	 
      	
                  (e)      Except
      as otherwise provided in Subsection 6.11(b), or with respect to the Plan
      Year described in (2) below the Plan is amended to provide for 401(k) Safe
      Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective
      Employer Contributions before the first day of such Plan Year, and except
      as otherwise provided in Subsection 6.11(d) or with respect to a Plan Year
      described in (1) through (4) below, such provisions remain in effect for
      an entire 12-month Plan Year. The 12-month Plan Year requirement shall not
      apply to:

                
	 
      	 
      
	 
      	 
      	
                  (1)          The
      first Plan Year of a newly established Plan (other than a successor plan)
      if such Plan Year is at least 3 months long, provided that the 3-month
      requirement shall not apply in the case of a newly established employer
      that establishes a plan as soon as administratively
    feasible;

                


        


        
          
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                  (2)          The
      Plan Year in which a cash or deferred arrangement is first added to an
      existing plan (other than a successor plan) if the cash or deferred
      arrangement is effective no later than 3 months before the end of such
      Plan Year;

                
	 
      	 
      	 
      
	 
      	 
      	
                  (3)          Any
      short Plan Year resulting from a change in Plan Year if (i) the Plan
      satisfied the safe harbor requirements for the immediately preceding Plan
      Year and (ii) the Plan satisfies the safe harbor requirements for the
      immediately following Plan Year (or the immediately following 12 months,
      if the following Plan Year has fewer than 12 months);

                
	 
      	 
      	 
      
	 
      	 
      	
                  (4)          The
      final Plan Year of a terminating Plan if any of the following applies: (i)
      the Plan would satisfy the provisions of paragraph Subsection 6.11(d)
      below, other than the provisions of paragraph Subsection 6.11(d)(3),
      treating the termination as an election to reduce or suspend 401(k) Safe
      Harbor Matching Employer Contributions; (ii) the termination is in
      connection with a transaction described in Code Section 410(b)(6)(C); or
      (iii) the Employer incurs a substantial business hardship comparable to a
      substantial business hardship described in Code Section
      412(d).

                


        

         

                     Notwithstanding
any other provision of this Section, if the Employer has elected a more
stringent eligibility requirement in Section 1.04 of the Adoption Agreement for
401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor
Nonelective Employer Contributions than for Deferral Contributions, the Plan
shall be disaggregated and treated as two separate plans pursuant to Code
Section 410(b)(4)(B). The separate disaggregated plan that satisfies Code
Section 401(k)(12) shall be deemed to have satisfied the “ADP” test. The other
disaggregated plan shall be subjected to the “ADP” test described in Section
6.03.

         

                     If
the Employer has elected in Subsection (a)(1)(B) or (a)(2)(B) of the 401(k) Safe
Harbor Matching Employer Contributions Addendum to the Adoption Agreement or
Section (b) of the 401(k) Safe Harbor Nonelective Employer Contributions
Addendum to the Adoption Agreement to exclude collectively-bargained employees
from receiving 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe
Harbor Nonelective Employer Contributions, the Plan shall be deemed to have
satisfied the “ADP” test only with respect to those employees who are eligible
to receive such contributions. The remainder of the Plan shall be subjected to
the “ADP” test described in Section 6.03.

         

                     Except
as otherwise provided in Subsection 6.11(d) regarding amendments suspending or
eliminating 401(k) Safe Harbor Matching Contributions, a plan that does not meet
the requirements specified in (a) through (e) above with respect to a Plan Year
may not default to ADP testing in accordance with Section 6.03
above.

         

        6.10.   
 Deemed
Satisfaction of “ACP” Test With Respect to Matching Employer
Contributions.
The portion of the Plan that is deemed to satisfy the “ADP” test pursuant to
Section 6.09 shall also be deemed to have satisfied the “ACP” test described in
Section 6.06 with respect to Matching Employer Contributions, if Matching
Employer Contributions to the Plan for the Plan Year meet all of the following
requirements:

        
          	 
      	 
      
	 
      	
                  (a)         Matching
      Employer Contributions meet the requirements of Subsections 6.09(a) and
      (b) as if they were 401(k) Safe Harbor Matching Employer
      Contributions;

                
	 
      	 
      
	 
      	
                  (b)        the
      percentage of eligible contributions matched does not increase as the
      percentage of Compensation contributed increases;

                
	 
      	 
      
	 
      	
                  (c)         the
      ratio of Matching Employer Contributions made on behalf of each Highly
      Compensated Employee for the Plan Year to each such Highly Compensated
      Employee’s eligible contributions for the Plan Year is not greater than
      the ratio of Matching Employer Contributions to eligible contributions
      that would apply to each Non-Highly Compensated Employee for whom such
      eligible contributions are the same percentage of Compensation, adjusted
      as provided in Section 5.02, for the Plan Year;

                
	 
      	 
      
	 
      	
                  (d)         eligible
      contributions matched do not exceed six percent of a Participant’s
      Compensation; and

                


        


        
          
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                (e)        if
      the Employer elected in Subsection 1.11(a)(2) or 1.11(b) of the Adoption
      Agreement to provide discretionary Matching Employer Contributions, the
      Employer also elected in Subsection 1.11(a)(2)(A) or 1.11(b)(1) of the
      Adoption Agreement,
      as applicable, to limit the dollar amount of
      such discretionary Matching Employer Contributions allocated to a
      Participant for the Plan Year to no more than four percent of such
      Participant’s Compensation for the Plan Year.

              
	 
      	 
      
	
                             The
      portion of the Plan not deemed to have satisfied the “ACP” test pursuant
      to this Section shall be subject to the “ACP” test described in Section
      6.06 with respect to Matching Employer Contributions.

              
	 
      	 
      
	
                             If
      the Plan provides for Employee Contributions, the “ACP” test described in
      Section 6.06 must be applied with respect to such Employee
      Contributions.

              


      

       

      6.11.     Changing
Testing Methods.
Notwithstanding any other provisions of the Plan, if the Employer elects to
change between the “ADP” testing method and the safe harbor testing method, the
following shall apply:

      
        	 
      	 
      	 
      
	 
      	
                (a)        Except
      as otherwise specifically provided in this Section or Subsection 6.09(e),
      the Employer may not change from the “ADP” testing method to the safe
      harbor testing method unless Plan provisions adopting the safe harbor
      testing method are adopted before the first day of the Plan Year in which
      they are to be effective and remain in effect for an entire 12-month Plan
      Year.

              
	 
      	 
      	 
      
	 
      	
                (b)        A
      Plan may be amended during a Plan Year to make 401(k) Safe Harbor
      Nonelective Employer Contributions to satisfy the testing rules for such
      Plan Year if:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)    The
      Employer provides both the initial and subsequent notices described in
      Section 6.09 for such Plan Year within the time period prescribed in
      Section 6.09.

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)    The
      Employer amends its Adoption Agreement no later than 30 days prior to the
      end of such Plan Year to provide for 401(k) Safe Harbor Nonelective
      Employer Contribution in accordance with the provisions of the 401(k) Safe
      Harbor Nonelective Employer Contributions Addendum to the Adoption
      Agreement.

              
	 
      	 
      	 
      
	 
      	
                (c)       
      Except as otherwise specifically provided in this Section, a Plan may not
      be amended during the Plan Year to discontinue 401(k) Safe Harbor
      Nonelective or Matching Employer Contributions and revert to the “ADP”
      testing method for such Plan Year.

              
	 
      	 
      	 
      
	 
      	
                (d)     
        A Plan may be amended to reduce or suspend 401(k) Safe Harbor
      Matching Contributions on future contributions during a Plan Year and
      revert to the “ADP” testing method for such Plan Year
  if:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)    All
      Active Participants are provided notice of the reduction or suspension
      describing (i) the consequences of the amendment, (ii) the procedures for
      changing their salary reduction agreements and (iii) the effective date of
      the reduction or suspension.

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)    The
      reduction or suspension of 401(k) Safe Harbor Matching Contributions is no
      earlier than the later of (i) 30 days after the date the notice described
      in paragraph (1) is provided to Active Participants or (ii) the date the
      amendment is adopted.

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)    Active
      Participants are given a reasonable opportunity before the reduction or
      suspension occurs, including a reasonable period after the notice
      described in paragraph (1) is provided to Active Participants, to change
      their salary reduction agreements elections.

              
	 
      	 
      	 
      
	 
      	 
      	
                (4)    The
      Plan makes 401(k) Safe Harbor Matching Employer Contributions in
      accordance with the provisions of the Adoption Agreement in effect prior
      to the amendment with respect to Deferral Contributions made through the
      effective date of the
amendment.

              


      


      
        
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                           If
      the Employer amends its Plan in accordance with the provisions of this
      paragraph (d), the “ADP” test described in Section 6.03 shall be applied
      as if it had been in effect for the entire Plan Year using the current
      year testing method in Subsection 1.06(a)(1) of the Adoption
      Agreement.

              


      

       

      6.12.     Code
Section 415 Limitations.
Notwithstanding any other provisions of the Plan, the following limitations
shall apply:

      
        	 
      	 
      	 
      	 
      
	 
      	
                (a)       Employer
      Maintains Single Plan: If the “415 employer” does not maintain any
      other qualified defined contribution plan or any “welfare benefit fund”,
      “individual medical benefit account”, or “simplified employee pension” in
      addition to the Plan, the provisions of this Subsection 6.12(a) shall
      apply.

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)       If
      a Participant does not participate in, and has never participated in any
      other qualified defined contribution plan, “welfare benefit fund”,
      “individual medical benefit account”, or “simplified employee pension”
      maintained by the “415 employer”, which provides an “annual addition”, the
      amount of “annual additions” to the Participant’s Account for a Limitation
      Year shall not exceed the lesser of the “maximum permissible amount” or
      any other limitation contained in the Plan. If a contribution that would
      otherwise be contributed or allocated to the Participant’s Account would
      cause the “annual additions” for the Limitation Year to exceed the
      “maximum permissible amount”, the amount contributed or allocated shall be
      reduced so that the “annual additions” for the Limitation Year shall equal
      the “maximum permissible amount”.

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)       Prior
      to the determination of a Participant’s actual Compensation for a
      Limitation Year, the “maximum permissible amount” may be determined on the
      basis of a reasonable estimation of the Participant’s Compensation for
      such Limitation Year, uniformly determined for all Participants similarly
      situated. Any Employer contributions based on estimated annual
      Compensation shall be reduced by any “excess 415 amounts” carried over
      from prior Limitation Years.

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)       As
      soon as is administratively feasible after the end of the Limitation Year,
      the “maximum permissible amount” for such Limitation Year shall be
      determined on the basis of the Participant’s actual Compensation for such
      Limitation Year.

              
	 
      	 
      	 
      
	 
      	 
      	
                (4)       If
      there is an “excess 415 amount” with respect to a Participant for a
      Limitation Year as a result of the estimation of the Participant’s
      Compensation for the Limitation Year, the allocation of forfeitures to the
      Participant’s Account, or a reasonable error in determining the amount of
      Deferral Contributions that may be made on behalf of the Participant under
      the limits of this Section 6.12, such “excess 415 amount” shall be
      disposed of as follows:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (A)    Any
      Employee Contributions that have not been matched shall be reduced to the
      extent necessary to reduce the “excess 415 amount”.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)    If
      after application of Subsection 6.12(a)(4)(A) an “excess 415 amount” still
      exists, any Employee Contributions that have been matched and the Matching
      Employer Contributions attributable thereto shall be reduced to the extent
      necessary to reduce the “excess 415 amount”.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (C)    If
      after application of Subsection 6.12(a)(4)(B) an “excess 415 amount” still
      exists, any Deferral Contributions that have not been matched shall be
      reduced to the extent necessary to reduce the “excess 415 amount”. If both
      pre-tax Deferral Contributions and Roth 401(k) Contributions have been
      made on behalf of a Participant, the pre-tax Deferral Contributions that
      have not been matched shall be reduced first. If there is still an “excess
      415 amount” after all such pre-tax Deferral Contributions have been
      distributed, then Roth 401(k) Contributions that have not been matched
      shall be reduced to the extent
necessary.

              


      


      
        
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                (D)    If
      after application of Subsection 6.12(a)(4)(C) an “excess 415 amount” still
      exists, any Deferral Contributions that have been matched and the Matching
      Employer Contributions attributable thereto shall be reduced to the extent
      necessary to reduce the “excess 415 amount”. If both pre-tax Deferral
      Contributions and Roth 401(k) Contributions have been made on behalf of a
      Participant, the pre-tax Deferral Contributions that have been matched and
      the Matching Contributions attributable thereto shall be reduced first. If
      there is still an “excess 415 amount” after all such pre-tax Deferral
      Contributions have been distributed, then Roth 401(k) Contributions that
      have been matched and the Matching Contributions attributable thereto
      shall be reduced to the extent necessary.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (E)    If
      after the application of Subsection 6.12(a)(4)(D) an “excess 415 amount”
      still exists, any Nonelective Employer Contributions shall be reduced to
      the extent necessary to reduce the “excess 415 amount”.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (F)    If
      after the application of Subsection 6.12(a)(4)(E) an “excess 415 amount”
      still exists, any Qualified Nonelective Employer Contributions shall be
      reduced to the extent necessary to reduce the “excess 415
      amount”.

              
	 
      	 
      	 
      	 
      
	 
      	
                          Employee
      Contributions and Deferral Contributions that are reduced as provided
      above shall be returned to the Participant. Any income allocable to
      returned Employee Contributions or Deferral Contributions shall also be
      returned or shall be treated as additional “annual additions” for the
      Limitation Year in which the excess contributions to which they are
      allocable were made.

              
	 
      	 
      	 
      	 
      
	 
      	
                          If
      Matching Employer, Nonelective Employer, or Qualified Nonelective Employer
      Contributions to a Participant’s Account are reduced as an “excess 415
      amount”, as provided above, then such “excess 415 amount” shall be
      allocated and re-allocated among Active Participants, except to the extent
      such allocation or re-allocation pursuant to the provisions of the Plan
      would cause an Active Participant to exceed the limitations contained in
      this Section. If any excess remains after allocation and re-allocation has
      been made as provided in the preceding sentence, then such excess shall be
      held unallocated in a suspense account established for the Limitation Year
      and shall be allocated and re-allocated among Active Participants for the
      next Limitation Year.

              
	 
      	 
      	 
      	 
      
	 
      	
                          If
      a suspense account is in existence at any time during the Limitation Year
      pursuant to this Subsection 6.12(a)(4), it shall participate in the
      allocation of the Trust Fund’s investment gains and losses. All amounts in
      the suspense account must be allocated to the Accounts of Active
      Participants before any Employer contribution may be made for the
      Limitation Year.

              
	 
      	 
      	 
      	 
      
	 
      	
                          Except
      as otherwise specifically provided in this Subsection 6.12, “excess 415
      amounts” may not be distributed to Participants.

              
	 
      	 
      	 
      	 
      
	 
      	
                (b)      Employer
      Maintains Multiple Defined Contribution Type Plans: Unless the
      Employer specifies another method for limiting “annual additions” in the
      415 Correction Addendum to the Adoption Agreement, if the “415 employer”
      maintains any other qualified defined contribution plan or any “welfare
      benefit fund”, “individual medical benefit account”, or “simplified
      employee pension” in addition to the Plan, the provisions of this
      Subsection 6.12(b) shall apply.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (1)          If
      a Participant is covered under any other qualified defined contribution
      plan or any “welfare benefit fund”, “individual medical benefit account”,
      or “simplified employee pension” maintained by the “415 employer”, that
      provides an “annual addition”, the amount of “annual additions” to the
      Participant’s Account for a Limitation Year shall not exceed the lesser
      of

              


         

        
          	 
      	 
      	 
      	
                  (A)    the
      “maximum permissible amount”, reduced by the sum of any “annual additions”
      to the Participant’s accounts for the same Limitation Year under such
      other qualified
      defined contribution plans and “welfare benefit funds”, “individual
      medical benefit accounts”, and “simplified employee pensions”,
      or

                


        

      

       

      
        	 
      	 
      	 
      	
                (B)          any
      other limitation contained in the
Plan.

              


      

       

      
        
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                            If
      the “annual additions” with respect to a Participant under other qualified
      defined contribution plans, “welfare benefit funds”, “individual medical
      benefit accounts”, and “simplified employee pensions” maintained by the
      “415 employer” are less than the “maximum permissible amount” and a
      contribution that would otherwise be contributed or allocated to the
      Participant’s Account under the Plan would cause the “annual additions”
      for the Limitation Year to exceed the “maximum permissible amount”, the
      amount to be contributed or allocated shall be reduced so that the “annual
      additions” for the Limitation Year shall equal the “maximum permissible
      amount”. If the “annual additions” with respect to the Participant under
      such other qualified defined contribution plans, “welfare benefit funds”,
      “individual medical benefit accounts”, and “simplified employee pensions”
      in the aggregate are equal to or greater than the “maximum permissible
      amount”, no amount shall be contributed or allocated to the Participant’s
      Account under the Plan for the Limitation Year.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)      
      Prior to the determination of a Participant’s actual Compensation for the
      Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A) above
      may be determined on the basis of a reasonable estimation of the
      Participant’s Compensation for such Limitation Year, uniformly determined
      for all Participants similarly situated. Any Employer contribution based
      on estimated annual Compensation shall be reduced by any “excess 415
      amounts” carried over from prior Limitation Years.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (3)      
      As soon as is administratively feasible after the end of the Limitation
      Year, the amounts referred to in Subsection 6.12(b)(1)(A) shall be
      determined on the basis of the Participant’s actual Compensation for such
      Limitation Year.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (4)      
      Notwithstanding the provisions of any other plan maintained by a “415
      employer”, if there is an “excess 415 amount” with respect to a
      Participant for a Limitation Year as a result of estimation of the
      Participant’s Compensation for the Limitation Year, the allocation of
      forfeitures to the Participant’s account under any qualified defined
      contribution plan maintained by the “415 employer”, or a reasonable error
      in determining the amount of Deferral Contributions that may be made on
      behalf of the Participant to the Plan or any other qualified defined
      contribution plan maintained by the “415 employer” under the limits of
      this Subsection 6.12(b), such “excess 415 amount” shall be deemed to
      consist first of the “annual additions” allocated to this Plan and shall
      be reduced as provided in Subsection
6.12(a)(4).

                


        

      

       

      
        	
                Article
      7.

              	
                Participants’
      Accounts.

              


      

       

      7.01.       Individual
Accounts. The Administrator shall establish and maintain an Account for
each Participant that shall reflect Employer and Employee contributions made on
behalf of the Participant and earnings, expenses, gains and losses attributable
thereto, and investments made with amounts in the Participant’s Account. The
Administrator shall separately account for any Deferral Contributions made on
behalf of a Participant and the earnings, expenses, gains and losses
attributable thereto. The Administrator shall establish and maintain such other
accounts and records as it decides in its discretion to be reasonably required
or appropriate in order to discharge its duties under the Plan. The
Administrator shall notify the Trustee of all Accounts established and
maintained under the Plan.

       

                      If
“designated Roth contributions”, as defined in Section 6.01, are held under the
Plan either as Rollover Contributions or because of an Active Participant’s
election to make Roth 401(k) Contributions under the terms of the Plan, separate
accounts shall be maintained with respect to such “designated Roth
contributions.” Contributions and withdrawals of “designated Roth contributions”
will be credited and debited to the “designated Roth contributions” sub-account
maintained for each Participant within the Participant’s Account. The Plan will
maintain a record of the amount of “designated Roth contributions” in each such
sub-account. Gains, losses, and other credits or charges will be separately
allocated on a reasonable and consistent basis to each Participant’s “designated
Roth contributions” sub-account and the Participant’s other sub-accounts within
the Participant’s Account under the Plan. No contributions other than
“designated Roth contributions” and properly attributable earnings will be
credited to each Participant’s “designated Roth contributions”
sub-account.


      
        
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      7.02.     Valuation
of Accounts.
Participant Accounts shall be valued at their fair market value at least
annually as of a “determination date”, as defined in Subsection 15.01(a), in
accordance with a method consistently followed and uniformly applied, and on
such date earnings, expenses, gains and losses on investments made with amounts
in each Participant’s Account shall be allocated to such
Account.

      
        	 
      	 
      
	
                Article
      8.

              	
                Investment
      of Contributions.

              


      

       

      8.01.     Manner
of Investment.
All contributions made to the Accounts of Participants shall be held for
investment by the Trustee. Except as otherwise specifically provided in Section
20.10, the Accounts of Participants shall be invested and reinvested only in
Permissible Investments selected by the Employer and designated in the Service
Agreement. The Trustee shall have no responsibility for the selection of
investment options under the Trust and shall not render investment advice to any
person in connection with the selection of such options.

       

      8.02.     Investment
Decisions.
Investments shall be directed by the Employer or by each Participant or both, in
accordance with the Employer’s election in Subsection 1.24 of the Adoption
Agreement. Pursuant to Section 20.04, the Trustee shall have no
discretion or authority with respect to the investment of the Trust Fund; however, an affiliate of the Trustee may exercise investment
management authority in accordance with Subsection (e) below.

      
        	 
      	 
      	 
      
	 
      	
                (a)          With
      respect to those Participant Accounts for which Employer investment
      direction is elected, the Employer (in its capacity as a named fiduciary
      under ERISA) has the right to direct the Trustee in writing with respect
      to the investment and reinvestment of assets comprising the Trust Fund in
      the Permissible Investments designated in the Service
      Agreement.

              
	 
      	 
      	 
      
	 
      	
                (b)          With
      respect to those Participant Accounts for which Participant
      investment direction is elected, each Participant shall
      direct the investment of his Account among the Permissible Investments
      designated in the Service Agreement. The Participant shall file initial
      investment instructions using procedures established by the Administrator,
      selecting the Permissible Investments in which amounts credited to his
      Account shall be invested.

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)          While
      any balance remains in the Account of a Participant after his death, the
      Beneficiary of the Participant shall make decisions as to the investment
      of the Account as though the Beneficiary were the Participant. To the
      extent required by a qualified domestic relations order as defined in Code
      Section 414(p), an alternate payee shall make investment decisions with
      respect to any segregated account established in the name of the alternate
      payee as provided in Section 18.04.

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)          If
      the Trustee receives any contribution under the Plan as to which
      investment instructions have not been provided, such amount shall be
      invested in the Permissible Investment selected by the Employer for such
      purposes.

              
	 
      	 
      	 
      
	 
      	
                          To the extent that the Employer elects to allow Participants
      to direct the investment of their Account in Section 1.24 of the Adoption
      Agreement, the Plan is intended to constitute a plan described in
      ERISA Section 404(c) and regulations issued thereunder. The fiduciaries of
      the Plan shall be relieved of liability for any losses that are the direct
      and necessary result of investment instructions given by the Participant,
      his Beneficiary, or an alternate payee under a qualified domestic
      relations order. The Employer shall not be relieved of fiduciary
      responsibility for the selection and monitoring of the Permissible
      Investments under the Plan.

              


      


      
        
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                (c)    All
      dividends, interest, gains and distributions of any nature received in
      respect of Fund Shares shall be reinvested in additional shares of that
      Permissible Investment.

              
	 
      	 
      
	 
      	
                (d)   Expenses
      attributable to the acquisition of investments shall be charged to the
      Account of the Participant for which such investment is
      made.

              
	 
      	 
      
	 
      	
                (e)   The Employer may appoint an investment manager (which may be
      the Trustee or an affiliate) to determine the allocation of amounts held
      in Participants’ Accounts among various investment options (the “Managed
      Account” option) for Participants who direct the Trustee to invest any
      portion of their accounts in the Managed Account option. The investment
      options utilized under the Managed Account option may be those generally
      available under the Plan or may be as selected by the investment manager
      for use under the Managed Account option. Participation in the Managed
      Account option shall be subject to such conditions and limitations
      (including account minimums) as may be imposed by the investment manager.
      The Employer may also appoint an investment manager (which may be the
      Trustee or an affiliate) to manage any Permissible Investment subject to
      management by such investment
  manager.

              


      

       

      8.03.     Participant
Directions to Trustee.
The method and frequency for change of investments shall be determined under (a)
the rules applicable to the Permissible Investments selected by the Employer and
designated in the Service Agreement and (b) any additional rules of the Employer
limiting the frequency of investment changes, which are included in a separate
written administrative procedure adopted by the Employer and accepted by the
Trustee. The Trustee shall have no duty to inquire into the investment decisions
of a Participant or to advise him regarding the purchase, retention, or sale of
assets credited to his Account.

      
        	 
      	 
      
	
                Article
      9.

              	
                Participant
      Loans.

              


      

       

      9.01.     Special
Definition.
For purposes of this Article, a “participant”
is any Participant or Beneficiary, including an alternate payee under a
qualified domestic relations order, as defined in Code Section 414(p), who is a
party-in-interest (as determined under ERISA Section 3(14)) with respect to the
Plan.

       

      9.02.     Participant
Loans.
If so provided by the Employer in Section 1.18 of the Adoption Agreement, the
Administrator shall allow “participants” to apply for a loan from their Accounts
under the Plan, subject to the provisions of this Article 9.

       

      9.03.     Separate
Loan Procedures.
All Plan loans shall be made and administered in accordance with separate loan
procedures that are hereby incorporated into the Plan by
reference.

       

      9.04.     Availability
of Loans.
Loans shall be made available to all “participants” on a reasonably equivalent
basis. Loans shall not be made available to “participants” who are Highly
Compensated Employees in an amount greater than the amount made available to
other “participants”.

       

      9.05.     Limitation
on Loan Amount.
No loan to any “participant” shall 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 (a) $50,000 reduced by the excess (if any) of the highest
outstanding balance of plan loans during the one-year period ending on the day
before the loan is made over the outstanding balance of plan loans on the date
the loan is made, or (b) one-half the present value of the “participant’s”
vested interest in his Account. For purposes of the above limitation, plan loans
include all loans from all plans maintained by the Employer and any Related
Employer.

       

      9.06.     Interest
Rate.
Subject to the requirements of the Servicemembers Civil Relief Act, all
loans shall bear a reasonable rate of interest as determined by the
Administrator based on the prevailing interest rates charged by persons in the
business of lending money for loans which would be made under similar
circumstances. The determination of a reasonable rate of interest must be based
on appropriate regional factors unless the Plan is administered on a national
basis in which case the Administrator may establish a uniform reasonable rate of
interest applicable to all regions.


      
        
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      9.07.     Level
Amortization.
All loans shall by their terms require that repayment (principal and
interest) be amortized in level payments, not less than quarterly, over a period
not extending beyond five years from the date of the loan unless such loan is
for the purchase of a “participant’s” primary residence. Notwithstanding the
foregoing, the amortization requirement may be waived while a “participant” is
on a leave of absence from employment with the Employer and any Related Employer
either without pay or at a rate of pay which, after withholding for employment
and income taxes, is less than the amount of the installment payments required
under the terms of the loan, provided that the period of such waiver shall not
exceed one year, unless the “participant” is absent because of military leave
during which the “participant” performs services with the uniformed services (as
defined in chapter 43 of title 38 of the United States Code), regardless of
whether such military leave is a qualified military leave in accordance with the
provisions of Code Section 414(u). Installment payments must resume after such
leave of absence ends or, if earlier, after the first year of such leave of
absence, in an amount that is not less than the amount of the installment
payments required under the terms of the original loan. Unless a “participant”
is absent because of military leave, as discussed below, no waiver of the
amortization requirements shall extend the period of the loan beyond five years
from the date of the loan, unless the loan is for purchase of the
“participant’s” primary residence. If a “participant” is absent because of
military leave during which the “participant” performs services with the
uniformed services (as defined in chapter 43 of title 38 of the United States
Code), regardless of whether such military leave is a qualified military leave
in accordance with the provisions of Code Section 414(u), waiver of the
amortization requirements may extend the period of the loan to the maximum
period permitted for such loan under the separate loan procedures extended by
the period of such military leave.

       

      9.08.     Security.
Loans must be secured by the “participant’s” vested interest in his Account not
to exceed 50 percent of such vested interest. If the provisions of Section 14.04
apply to a Participant, a Participant must obtain the consent of his or her
spouse, if any, to use his vested interest in his 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, must acknowledge the effect of the loan, and must be
witnessed by a Plan representative or notary public. Such consent shall
thereafter be binding with respect to the consenting spouse or any subsequent
spouse with respect to that loan.

       

      9.09.     Loan
Repayments.
If a “participant’s” loan is being repaid through payroll withholding, the
Employer shall remit any such loan repayment to the Trustee as of the earliest
date on which such amount can reasonably be segregated from the Employer’s
general assets, but not later than the earlier of (a) the close of the period
specified in the separate loan procedures for preventing a default or (b) the
15th business day of the calendar month following the month in which such amount
otherwise would have been paid to the “participant”.

       

      9.10.     Default.
The Administrator shall treat a loan in default if

      
        	 
      	 
      
	 
      	
                (a)          any
      scheduled repayment remains unpaid at the end of the period specified in
      the separate loan procedures (unless payment is not made due to a waiver
      of the amortization schedule for a “participant” who is on a leave of
      absence, as described in Section 9.07), or

              
	 
      	 
      
	 
      	
                (b)          there
      is an outstanding principal balance existing on a loan after the last
      scheduled repayment date.

              
	 
      	 
      
	
                             Upon
      default, the entire outstanding principal and accrued interest shall be
      immediately due and payable. If a distributable event (as defined by the
      Code) has occurred, the Administrator shall direct the Trustee to
      foreclose on the promissory note and offset the “participant’s” vested
      interest in his Account by the outstanding balance of the loan. If a
      distributable event has not occurred, the Administrator shall direct the
      Trustee to foreclose on the promissory note and offset the “participant’s”
      vested interest in his Account as soon as a distributable event occurs.
      The Trustee shall have no obligation to foreclose on the promissory note
      and offset the outstanding balance of the loan except as directed by the
      Administrator.

              


      

       

      
        
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      9.11.     Effect
of Termination Where Participant has Outstanding Loan Balance.
If a Participant has an outstanding loan balance at the time his employment
terminates, the entire outstanding principal and accrued interest shall be
immediately due and payable. Any outstanding loan amounts that are immediately
due and payable hereunder shall be treated in accordance with the provisions of
Sections 9.10 and 9.12 as if the Participant had defaulted
on the outstanding loan. Notwithstanding the foregoing, if a Participant with an
outstanding loan balance terminates employment with the Employer and all Related
Employers under circumstances that do not constitute a separation from service,
as described in Subsection 12.01(b), such Participant may elect, within 60 days
of such termination, to roll over the outstanding loan to an eligible retirement
plan, as defined in Section 13.04, that accepts such rollovers.

       

      9.12.     Deemed
Distributions Under Code Section 72(p).
Notwithstanding the provisions of Section 9.10, if a “participant’s” loan is in
default, the “participant” shall be treated as having received a taxable “deemed
distribution” for purposes of Code Section 72(p), whether or not a distributable
event has occurred. The tax treatment of that portion of a defaulted loan that
is secured by Roth 401(k) Contributions shall be determined in accordance with
Code Section 402A and guidance issued thereunder.

       

                  The
amount of a loan that is a deemed distribution ceases to be an outstanding loan
for purposes of Code Section 72, except as otherwise specifically provided
herein, and a Participant shall not be treated as having received a taxable
distribution when the Participant’s Account is offset by the outstanding balance
of the loan amount as provided in Section 9.10. In addition, interest that
accrues on a loan after it is deemed distributed shall not be treated as an
additional loan to the Participant and shall not be included in the income of
the Participant as a deemed distribution. Notwithstanding the foregoing, unless
a Participant repays a loan that has been deemed distributed, with interest
thereon, the amount of such loan, with interest, shall be considered an
outstanding loan under Code Section 72(p) for purposes of determining the
applicable limitation on subsequent loans under Section 9.05.

       

                  If
a Participant makes payments on a loan that has been deemed distributed,
payments made on the loan after the date it was deemed distributed shall be
treated as Employee Contributions to the Plan for purposes of increasing the
Participant’s tax basis in his Account, but shall not be treated as Employee
Contributions for any other purpose under the Plan, including application of the
“ACP” test described in Section 6.06 and application of the Code Section 415
limitations described in Section 6.12.

       

                  The
provisions of this Section 9.12 regarding treatment of loans that are deemed
distributed shall not apply to loans made prior to January 1, 2002, except to
the extent provided under the transition rules in Q & A 22(c)(2) of Section
1.72(p)-l of the Treasury Regulations.

       

      9.13.     Determination
of Vested Interest Upon Distribution Where Plan Loan is Outstanding.
Notwithstanding any other provision of the Plan, the portion of a
“participant’s” vested interest in his Account that is held by the Plan as
security for a loan outstanding to the “participant” in accordance with the
provisions of this Article shall reduce the amount of the 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 a “participant’s” vested interest in his
Account (determined without regard to the preceding sentence) is payable to the
“participant’s” surviving spouse or other Beneficiary, then the Account shall be
adjusted by first reducing the “participant’s” vested interest in his Account by
the amount of the security used as repayment of the loan, and then determining
the benefit payable to the surviving spouse or other
Beneficiary.

      
        	 
      	 
      
	
                Article
      10.

              	
                In-Service
      Withdrawals.

              


      

       

      10.01.   Availability
of In-Service Withdrawals.
Except as otherwise permitted under Section 11.02 with respect to Participants
who continue in employment past Normal Retirement Age, or as required under
Section 12.04 with respect to Participants who continue in employment past their
Required Beginning Date, a Participant shall not be permitted to make a
withdrawal from his Account under the Plan prior to retirement or termination of
employment with the Employer and all Related Employers, if any, except as
provided in this Article.

       

      10.02.   Withdrawal
of Employee Contributions.
a Participant may elect to withdraw, in cash, up to 100 percent of the
amount then credited to his Employee Contributions Account. Such withdrawals may
be made at any time, unless the Employer elects in Subsection 1.19(c)(1)(A) of the
Adoption Agreement to limit the frequency of such
withdrawals.


      
        
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      10.03.     Withdrawal
of Rollover Contributions.
A Participant may elect to withdraw, in cash, up to 100 percent of the amount
then credited to his Rollover Contributions Account. Such withdrawals may be
made at any time.

       

      10.04.     Age
59 1/2 Withdrawals.
If so provided by the Employer in Subsection 1.19(b) of the
Adoption Agreement or the In-Service Withdrawals Addendum to the Adoption
Agreement, a Participant who continues in employment as an Employee and
who has attained the age of 59 1/2 is permitted to withdraw upon request all or
any portion of his Accounts specified by the Employer in Subsection 1.19(b) of the Adoption
Agreement or the In-Service Withdrawals Addendum to the Adoption Agreement, as
applicable.

       

      10.05.     Hardship
Withdrawals.
If so provided by the Employer in Subsection 1.19(a) of the
Adoption Agreement, a Participant who continues in employment as an
Employee may apply to the Administrator for a hardship withdrawal of all or any
portion of (a) his Deferral Contributions Account (excluding any
earnings thereon accrued after the later of December 31, 1988 or the last day of
the last Plan Year ending before July 1, 1989), if elected by the Employer in Subsection 1.19(a)(1)(A) of the
Adoption Agreement or (b), if elected by the Employer in Subsection
1.19(a)(1)(B) of the Adoption Agreement, such Accounts as may be specified in
Section (c) of the In-Service Withdrawals Addendum to the Adoption Agreement. The minimum amount that a
Participant may withdraw because of hardship is the dollar amount specified by
the Employer in Subsection 1.19(a) of the Adoption Agreement, if
any.

       

                    For
purposes of this Section 10.05, a withdrawal is made on account of hardship if
made on account of an immediate and heavy financial need of the Participant
where such Participant lacks other available resources. The Administrator shall
direct the Trustee with respect to hardship withdrawals and those withdrawals
shall be based on the following special rules:

      
        	 
      	 
      	 
      
	 
      	
                 (a)        The
      following are the only financial needs considered immediate and
      heavy:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)    expenses
      incurred or necessary for medical care (that would be deductible under
      Code Section 213(d), determined without regard to whether the expenses
      exceed any applicable income limit) of the Participant, the Participant’s
      spouse, children, or dependents;

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)    costs
      directly related to the purchase (excluding mortgage payments) of a
      principal residence for the Participant;

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)    payment
      of tuition, related educational fees, and room and board for the next 12
      months of post-secondary education for the Participant, the Participant’s
      spouse, children or dependents (as defined in Code Section 152, without
      regard to subsections (b)(1), (b)(2), and (d)(1)(B)
    thereof);

              
	 
      	 
      	 
      
	 
      	 
      	
                (4)    payments
      necessary to prevent the eviction of the Participant from, or a
      foreclosure on the mortgage on, the Participant’s principal
      residence;

              
	 
      	 
      	 
      
	 
      	 
      	
                (5)    payments for
      funeral or burial expenses for the Participant’s deceased parent, spouse,
      child, or dependent (as defined in Code Section 152, without regard to
      subsection (d)(1)(B) thereof);

              
	 
      	 
      	 
      
	 
      	 
      	
                (6)    expenses for
      the repair of damage to the Participant’s principal residence that would
      qualify for a casualty loss deduction under Code Section 165 (determined
      without regard to whether the loss exceeds any applicable income limit);
      or

              
	 
      	 
      	 
      
	 
      	 
      	
                (7)    any
      other financial need determined to be immediate and heavy under rules and
      regulations issued by the Secretary of the Treasury or his delegate;
      provided, however, that any such financial need shall constitute an
      immediate and heavy need under this paragraph (7) no sooner than
      administratively practicable following the date such rule or regulation is
      issued.

              


      


      
        
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                (b)        A
      distribution shall be considered as necessary to satisfy an immediate and
      heavy financial need of the Participant only if:

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)          The
      Participant has obtained all distributions, other than the hardship
      withdrawal, and all nontaxable (at the time of the loan) loans currently
      available under all plans maintained by the Employer or any Related
      Employer;

              
	 
      	 
      	 
      
	 
      	 
      	
                (2)          The
      Participant suspends Deferral Contributions and Employee Contributions to
      the Plan for the 6-month period following receipt of his hardship
      withdrawal. The suspension must also apply to all elective contributions
      and employee contributions to all other qualified plans and non-qualified
      plans maintained by the Employer or any Related Employer, other than any
      mandatory employee contribution portion of a defined benefit plan,
      including stock option, stock purchase, and other similar plans, but not
      including health and welfare benefit plans (other than the cash or
      deferred arrangement portion of a cafeteria plan); and

              
	 
      	 
      	 
      
	 
      	 
      	
                (3)          The
      withdrawal amount 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).

              


      

       

      10.06.     Preservation
of Prior Plan In-Service Withdrawal Rules.
As indicated by the Employer in Subsection 1.19(d) of the Adoption Agreement, to
the extent required under Code Section 411(d)(6), in-service withdrawals that
were available under a prior plan shall be available under the
Plan.

      
        	 
      	 
      	 
      
	 
      	
                (a)         The
      following provisions shall apply to preserve prior in-service withdrawal
      provisions.

              
	 
      	 
      	 
      
	 
      	 
      	
                (1)          If
      the Plan is an amendment and restatement of a prior plan document or is a
      transferee plan of a prior plan that provided for in-service withdrawals
      from a Participant’s vested interest in his Matching Employer and/or
      Nonelective Employer Contributions Accounts of amounts that have been held
      in such Accounts for a specified period of time, a Participant shall be
      entitled to withdraw at any time prior to his termination of employment,
      any vested interest in amounts attributable to such Employer Contributions
      held in such Accounts for the period of time specified by the Employer in
      Subsection 1.19(d)(1)(A) of the Adoption Agreement. Any such withdrawal shall be subject to any restrictions
      applicable under the prior plan or document that the Employer elects in
      Subsection 1.19(d)(1)(A)(i) of the Adoption Agreement to continue under
      the Plan as amended and restated hereunder (other than any mandatory
      suspension of contributions restriction).

              
	  	 
      	 
      
	 
      	 
      	
                (2)          If
      the Plan is an amendment and restatement of a prior plan document or is a
      transferee plan of a prior plan that provided for in-service withdrawals
      from a Participant’s vested interest in his Matching Employer and/or
      Nonelective Employer Contributions Accounts by Participants with at least
      60 months of participation, a Participant with at least 60 months of
      participation shall be entitled to withdraw at any time prior to his
      termination of employment, his vested interest held in such Accounts.
      Any such withdrawal shall be subject to any restrictions
      applicable under the prior plan or document that the Employer elects in
      Subsection 1.19(d)(1)(B)(i) of the Adoption Agreement to continue under
      the Plan as amended and restated hereunder (other than any mandatory
      suspension of contributions restriction).

              
	  	 
      	 
      
	 
      	 
      	
                (3)          If
      the Plan is an amendment and restatement of a prior plan document or is a
      transferee plan of a prior plan that provided for in-service withdrawals
      from a Participant’s vested interest in his Matching Employer and/or
      Nonelective Employer Contributions Accounts under any other circumstances,
      a Participant who has met any applicable requirements, as set forth in the
      In-Service Withdrawals Addendum to the Adoption Agreement, shall be
      entitled to withdraw at any time prior to his termination of employment
      his vested interest held in such Accounts. Any such withdrawal shall be
      subject to any restrictions applicable under the prior plan or document
      that the Employer
      elects to continue under the Plan as amended and restated hereunder, as
      set forth in the In-Service Withdrawal Addendum to the Adoption
      Agreement.

              


      


      
        
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                (b)    If the
      Plan is a transferee plan of a prior profit sharing plan that provided for
      in-service withdrawals from any portion of a Participant’s Account other
      than his Employee Contributions and/or Rollover Contributions Accounts, a
      Participant who has met any applicable requirements, as set forth in the
      In-Service Withdrawals Addendum to the Adoption Agreement, shall be
      entitled to withdraw at any time prior to his termination of employment
      his vested interest in amounts attributable to such prior profit sharing
      accounts, subject to any restrictions applicable under the prior plan that
      the Employer elects to continue under the Plan as amended and restated
      hereunder (other than any mandatory suspension of contributions
      restriction), as set forth in the In-Service Withdrawals Addendum to the
      Adoption Agreement.

              


      

       

      10.07.     Restrictions
on In-Service Withdrawals.
The following restrictions apply to any in-service withdrawal made from a
Participant’s Account under this Article:

      
        	 
      	 
      
	 
      	
                (a)    If the
      provisions of Section 14.04 apply to a Participant’s Account, the
      Participant must obtain the consent of his spouse, if any, to obtain an
      in-service withdrawal.

              
	 
      	 
      
	 
      	
                (b)    In-service
      withdrawals under this Article shall be made in a lump sum payment, except
      that if the provisions of Section 14.04 apply to a Participant’s Account,
      the Participant shall receive the in-service withdrawal in the form of a
      “qualified joint and survivor annuity”, as defined in Subsection 14.01(a),
      unless the consent rules in Section 14.05 are
satisfied.

              
	 
      	 
      
	 
      	
                (c)    Notwithstanding
      any other provision of the Plan to the contrary other than the provisions
      of Section 11.02 or 12.04, a Participant shall not be permitted to make an
      in-service withdrawal from his Account of amounts attributable to
      contributions made to a money purchase pension plan, except employee
      and/or rollover contributions that were held in a separate account(s)
      under such plan.

              


      

       

      
        	
                Article
      11.

              	
                Right
      to Benefits.

              


      

       

      11.01.     Normal
or Early Retirement.
Each Participant who continues in employment as an Employee until his Normal
Retirement Age or, if so provided by the Employer in Subsection 1.14(b) of the
Adoption Agreement, Early Retirement Age, shall have a vested interest in his
Account of 100 percent regardless of any vesting schedule elected in Section
1.16 of the Adoption Agreement. If a Participant retires upon the attainment of
Normal or Early Retirement Age, such retirement is referred to as a normal
retirement.

       

      11.02.     Late
Retirement.
If a Participant continues in employment as an Employee after his Normal
Retirement Age, he shall continue to have a 100 percent vested interest in his
Account and shall continue to participate in the Plan until the date he
establishes with the Employer for his late retirement. Until he retires, he has
a continuing right to elect to receive distribution of all or any portion of his
Account in accordance with the provisions of Articles 12 and 13; provided,
however, that a Participant may not receive any portion of his Deferral
Contributions, Qualified Nonelective Employer Contributions, Qualified Matching
Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions, or
401(k) Safe Harbor Nonelective Employer Contributions Accounts prior to his
attainment of age 59 1/2.

       

      11.03.     Disability
Retirement.
If so provided by the Employer in Subsection 1.14(c) of the Adoption Agreement,
a Participant who becomes disabled while employed as an Employee shall have a
100 percent vested interest in his Account regardless of any vesting schedule
elected in Section 1.16 of the Adoption Agreement. An Employee is considered
disabled if he satisfies any of the requirements for disability retirement
selected by the Employer in Section 1.15 of the Adoption Agreement and
terminates his employment with the Employer. Such termination of employment is
referred to as a disability retirement.


      
        
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        11.04.     Death.
A Participant who dies while employed as an Employee shall have a 100 percent
vested interest in his Account and his designated Beneficiary shall be entitled
to receive the balance of his Account, plus any amounts thereafter credited to
his Account. If a Participant whose employment as an Employee has terminated
dies, his designated Beneficiary shall be entitled to receive the Participant’s
vested interest in his Account.

         

        A copy of
the death notice or other sufficient documentation must be filed with and
approved by the Administrator. If upon the death of the Participant there is, in
the opinion of the Administrator, no designated Beneficiary for part or all of
the Participant’s Account, such amount shall be paid to his surviving spouse or,
if none, to his estate (such spouse or estate shall be deemed to be the
Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits to
such Beneficiary have commenced, but before they have been completed, and, in
the opinion of the Administrator, no person has been designated to receive such
remaining benefits, then such benefits shall be paid in a lump sum to the
deceased Beneficiary’s estate.

         

        Subject to the
requirements of Section 14.04, a Participant may designate a Beneficiary, or
change any prior designation of Beneficiary by giving notice to the
Administrator using procedures established by the Administrator. If more than
one person is designated as the Beneficiary, their respective interests shall be
as indicated on the designation form. In the case of a married Participant, the
Participant’s spouse shall be deemed to be the designated Beneficiary unless the
Participant’s spouse has consented to another designation in the manner
described in Section 14.06. Notwithstanding the foregoing, if a Participant’s Account is
subject to the requirements of Section 14.04 and the Employer has specified in
Subsection 1.20(c)(2)(B)(ii) of the Adoption Agreement that less than 100
percent of the Participant’s Account that is subject to Section 14.04 shall be
used to purchase the “qualified preretirement survivor annuity”, as defined in
Section 14.01, the Participant may designate a Beneficiary other than his spouse
for the portion of his Account that would not be used to purchase the “qualified
preretirement survivor annuity,” regardless of whether the spouse consents to
such designation.

         

        11.05.     Other
Termination of Employment. If a Participant terminates his employment
with the Employer and all Related Employers, if any, for any reason other than
death or normal, late, or disability retirement, he shall be entitled to a
termination benefit equal to the sum of (a) his vested interest in the balance
of his Matching Employer and/or Nonelective Employer Contributions Account(s),
other than the balance attributable to 401(k) Safe Harbor Matching Employer
and/or 401(k) Safe Harbor Nonelective Employer Contributions, such vested
interest to be determined in accordance with the vesting schedule(s) selected by
the Employer in Section 1.16 of the Adoption Agreement, and (b) the balance of
his Deferral, Employee, Qualified Nonelective Employer, 401(k) Safe Harbor
Nonelective Employer, Qualified Matching Employer, 401(k) Safe Harbor Matching
Employer, and Rollover Contributions Accounts.

         

        11.06.     Application
for Distribution. Except as provided in Subsection 1.21(a) of the
Adoption Agreement or Section 13.02, a Participant (or his Beneficiary, if the
Participant has died) who is entitled to a distribution hereunder must make
application, using procedures established by the Administrator, for a
distribution from his Account and no such distribution shall be made without
proper application.

         

        11.07.     Application
of Vesting Schedule Following Partial Distribution. If a distribution
from a Participant’s Matching Employer and/or Nonelective Employer Contributions
Account has been made to him at a time when his vested interest in such Account
balance is less than 100 percent, the vesting schedule(s) in Section 1.16 of the
Adoption Agreement shall thereafter apply only to the balance of his Account
attributable to Matching Employer and/or Nonelective Employer Contributions
allocated after such distribution. The balance of the Account from which such
distribution was made shall be transferred to a separate account immediately
following such distribution.

         

        At any relevant time prior
to a forfeiture of any portion thereof under Section 11.08, a Participant’s
vested interest in such separate account shall be equal to P(AB+(RxD))-(RxD),
where P is the Participant’s vested interest expressed as a percentage at the
relevant time determined under Section 11.05; AB is the account balance of the
separate account at the relevant time; D is the amount of the distribution; and
R is the ratio of the account balance at the relevant time to the account
balance after distribution. Following a forfeiture of any portion of such
separate account under Section 11.08 below, the Participant’s vested interest in
any balance in such separate account shall remain 100
percent.


        
          
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        11.08.
  Forfeitures.
If a Participant terminates his employment with the Employer and all Related
Employers before his vested interest in his Matching Employer and/or Nonelective
Employer Contributions Accounts is 100 percent, the non-vested portion of his
Account (including any amounts credited after his termination of employment)
shall be forfeited by him as follows:

        
          	 
      	 
      
	 
      	
                  (a)          If
      the Inactive Participant elects to receive distribution of his entire
      vested interest in his Account, the non-vested portion of his Account
      shall be forfeited upon the complete distribution of such vested interest,
      subject to the possibility of reinstatement as provided in Section 11.10.
      For purposes of this Subsection, if the value of an Employee’s vested
      interest in his Account balance is zero, the Employee shall be deemed to
      have received a distribution of his vested interest immediately following
      termination of employment.

                
	 
      	 
      
	 
      	
                  (b)          If
      the Inactive Participant elects not to receive distribution of his vested
      interest in his Account following his termination of employment, the
      non-vested portion of his Account shall be forfeited after the Participant
      has incurred five consecutive Breaks in Vesting
Service.

                
	 
      	 
      
	 
      	
                  No
      forfeitures shall occur solely as a result of a Participant’s withdrawal
      of Employee Contributions.

                


        

         

        11.09.    Application of Forfeitures. Any
forfeitures occurring during a Plan Year shall be applied to reduce the
contributions of the Employer, unless the
Employer has elected in Subsection 1.16(f)(1) of the Adoption Agreement that
such remaining forfeitures shall be allocated among the Accounts of Active
Participants who are eligible to receive allocations of Nonelective Employer
Contributions for the Plan Year in which the forfeiture occurs. Forfeitures that
are allocated among the Accounts of eligible Active Participants shall be
allocated as provided in the Adoption Agreement. Notwithstanding any other provision of the Plan to
the contrary, forfeitures shall first be used to pay administrative expenses
under the Plan, if so directed by the Employer. To the extent that forfeitures
are not used to reduce administrative expenses under the Plan, as directed by
the Employer, forfeitures will be applied in accordance with this Section
11.09.

         

                     Pending
application, forfeitures shall be held in the Permissible Investment selected by
the Employer for such purpose.

         

                     Notwithstanding
any other provision of the Plan to the contrary, in no event may forfeitures be
used to reduce the Employer’s obligation to remit to the Trust (or other
appropriate Plan funding vehicle) loan repayments made pursuant to Article 9,
Deferral Contributions or Employee Contributions.

         

        11.10.
  Reinstatement of
Forfeitures. If a Participant forfeits any portion of his Account
under Subsection 11.08(a) because of distribution of his complete vested
interest in his Account, but again becomes an Eligible Employee, then the amount
so forfeited, without any adjustment for the earnings, expenses, losses, or
gains of the assets credited to his Account since the date forfeited, shall be
recredited to his Account (or to a separate account as described in Section
11.07, if applicable) if he repays the entire amount of his distribution not
attributable to Employee Contributions before the earlier
of:

        
          	 
      	 
      
	 
      	
                  (a)          his
      incurring five-consecutive Breaks in Vesting Service following the date
      complete distribution of his vested interest was made to him;
      or

                
	 
      	 
      
	 
      	
                  (b)          five
      years after his Reemployment Date.

                


        

         

                     If
an Employee is deemed to have received distribution of his complete vested
interest as provided in Section 11.08, the Employee shall be deemed to have
repaid such distribution on his Reemployment Date.

         

                     Upon
such an actual or deemed repayment, the provisions of the Plan (including
Section 11.07) shall thereafter apply as if no forfeiture had occurred. The
amount to be recredited pursuant to this paragraph shall be derived first from
the forfeitures, if any, which as of the date of recrediting have yet to be
applied as provided in Section 11.09 and, to the extent such forfeitures are
insufficient, from a special contribution to be made by the
Employer.


        
          
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        11.11.
 Adjustment
for Investment Experience.
If any distribution under this Article 11 is not made in a single payment, the
amount retained by the Trustee after the distribution shall be subject to
adjustment until distributed to reflect the income and gain or loss on the
investments in which such amount is invested and any expenses properly charged
under the Plan and Trust to such amounts.

         

        Article
12.          Distributions.

         

        12.01.   Restrictions on
Distributions.

        
          	 
      	 
      
	 
      	
                  (a)          Severance
      from Employment Rule. A Participant, or his Beneficiary, may not
      receive a distribution from the Participant’s Deferral Contributions,
      Qualified Nonelective Employer Contributions, Qualified Matching Employer
      Contributions, 401(k) Safe Harbor Matching Employer Contributions or
      401(k) Safe Harbor Nonelective Employer Contributions Accounts earlier
      than upon the Participant’s severance from employment with the Employer
      and all Related Employers, death, or disability, except as otherwise
      provided in Article 10, Section 11.02 or Section 12.04. If the Employer
      elected Subsection 1.21(c) of the Adoption Agreement,
      distribution from the Participant’s Deferral Contributions, Qualified
      Nonelective Employer Contributions, Qualified Matching Employer
      Contributions, 401(k) Safe Harbor Matching Employer Contributions or
      401(k) Safe Harbor Nonelective Employer Contributions Accounts may be
      further postponed in accordance with the provisions of Subsection 12.01(b)
      below.

                
	 
      	 
      
	 
      	
                  (b)           Same
      Desk Rule. If elected by the Employer in Subsection 1.21(c) of the Adoption Agreement, a
      Participant, or his Beneficiary, may not receive a distribution from the
      Participant’s Deferral Contributions, Qualified Nonelective Employer
      Contributions, Qualified Matching Employer Contributions, 401(k) Safe
      Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective
      Employer Contributions Accounts earlier than upon the Participant’s
      separation from service with the Employer and all Related Employers,
      death, or disability, except as otherwise provided in Article 10, Section
      11.02 or Section 12.04. Notwithstanding the foregoing, amounts may also be
      distributed from such Accounts, in the form of a lump sum only,
      upon

                


        

         

        
          	 
      	 
      	
                  (1)    The
      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 the Plan with respect to the Participant after the disposition,
      but only with respect to former Employees who continue employment with the
      corporation acquiring such assets.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)    The
      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 the Plan with respect to the
      Participant, but only with respect to former Employees who continue
      employment with such subsidiary.

                


        

         

                   In
addition to the distribution events described in paragraph (a) or (b) above, as
applicable, such amounts may also be distributed upon the termination of the
Plan provided that the Employer does not maintain another defined contribution
plan (other than an employee stock ownership plan as defined in Code Section
4975(e)(7) or 409(a), 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 12 months after all assets have been distributed from the
Plan. Subject to Section 14.04, such a distribution must be made in a lump
sum.


        
          
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        12.02.   Timing
of Distribution Following Retirement or Termination of Employment.
Except as
otherwise elected by the Employer in Subsection 1.21(b) of the Adoption
Agreement and provided in the Postponed Distribution Addendum to the Adoption
Agreement, the balance of a Participant’s vested interest in his
Account shall be
distributable upon his termination of employment with the Employer and all
Related Employers, if any, because of death, normal, early, or disability
retirement (as permitted under the Plan), or other termination of employment.
Notwithstanding the foregoing, a Participant may elect to postpone distribution
of his Account until the date in Subsection 1.21(a) of the Adoption Agreement,
unless the Employer has elected in Subsection 1.20(e)(1) of the Adoption Agreement to cash out
de minimus Accounts and the Participant’s vested interest in his Account does
not exceed the amount subject to automatic distribution pursuant to Section
13.02. A Participant who elects to postpone distribution has a continuing
election to receive such distribution prior to the date as of which distribution
is required, unless such Participant is reemployed as an Employee.

         

        12.03.  
Participant Consent to
Distribution. No distribution shall be made to the Participant
before he reaches his Normal Retirement Age (or age 62, if later) without the
Participant’s consent, unless the Employer has elected in Subsection
1.20(e)(1) of the Adoption Agreement to cash out de minimus Accounts and
the Participant’s vested interest in his Account does not exceed the amount
subject to automatic distribution pursuant to Section 13.02. Such consent shall
be made within the 90-day period ending on the Participant’s Annuity Starting
Date.

         

        If a
Participant’s vested interest in his Account exceeds the maximum cash out limit
permitted under Code Section 411(a)(11)(A) ($5,000 as of January 1, 2005), the
consent of the Participant’s spouse must also be obtained if the Participant’s
Account is subject to the provisions of Section 14.04, unless the distribution
shall be made in the form of a “qualified joint and survivor annuity” or
“qualified preretirement survivor annuity” as those terms are defined in Section
14.01. A spouse’s consent to early distribution, if required, must satisfy the
requirements of Section 14.06.

         

        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 the Plan if it does not offer
an annuity option (purchased from a commercial provider) and if the Employer or
any Related Employer does not maintain another defined contribution plan (other
than an employee stock ownership plan as defined in Code Section 4975(e)(7)) the
Participant’s Account shall, without the Participant’s consent, be distributed
to the Participant. However, if any Related Employer maintains another defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)) then the Participant’s Account shall be transferred,
without the Participant’s consent, to the other plan if the Participant does not
consent to an immediate distribution.

         

        12.04.  
Required
Commencement of Distribution to Participants. In no event shall
distribution to a Participant commence later than the date in Section 1.21(a) of
the Adoption Agreement, which date shall not be later than the earlier of the
dates described in (a) and (b) below:

        
          	 
      	 
      
	 
      	
                  (a)    unless
      the Participant (and his spouse, if appropriate) elects otherwise, the
      60th day after the close of the Plan Year in which occurs the latest of
      (i) the date on which the Participant attains Normal Retirement Age, or
      age 65, if earlier, (ii) the date on which the Participant’s employment
      with the Employer and all Related Employers ceases, or (iii) the 10th
      anniversary of the year in which the Participant commenced participation
      in the Plan; and

                
	 
      	 
      
	 
      	
                  (b)    the
      Participant’s Required Beginning
Date.

                


        

         

        Notwithstanding
the provisions of Subsection 12.04(a) above, the failure of a Participant (and
the Participant’s spouse, if applicable) to consent to a distribution shall be
deemed to be an election to defer commencement of payment as provided in Section
12.02 above.

         

        12.05.  
Required
Commencement of Distribution to Beneficiaries.
Subject to the requirements of Subsection 12.05(a) below, if a Participant dies
before his Annuity Starting Date, the Participant’s Beneficiary shall receive
distribution of the Participant’s vested interest in his Account in the form
provided under Article 13 or 14, as applicable, beginning as soon as reasonably
practicable following the date the Beneficiary’s application for distribution is
filed with the Administrator. If distribution is to be made to a Participant’s
spouse, it shall be made available within a reasonable period of time after the
Participant’s death that is no less favorable than the period of time applicable
to other distributions.


        
          
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                  (a)            Death
      of Participant Before Distributions Begin. If the Participant dies
      before distributions begin, the Participant’s entire vested interest will
      be distributed, or begin to be distributed, no later than as
      follows:

                


        

         

        
          	 
      	 
      	
                  (1)          If
      the Participant’s surviving spouse is the Participant’s sole “designated
      beneficiary,” then, except as otherwise elected under Subsection 12.05(b),
      minimum distributions, as described in Section 13.03, will begin to the
      surviving spouse 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 70 1⁄2, if
      later.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)          If
      the Participant’s surviving spouse is not the Participant’s sole
      “designated beneficiary,” then, except as otherwise elected under
      Subsection 12.05(b), minimum distributions, as described in Section 13.03,
      will begin to the “designated beneficiary” by December 31 of the calendar
      year immediately following the calendar year in which the Participant
      died.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (3)          If
      there is no “designated beneficiary” as of September 30 of the year
      following the year of the Participant’s death, the Participant’s entire
      vested interest will be distributed by December 31 of the calendar year
      containing the fifth anniversary of the Participant’s
    death.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (4)          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 begin, this Subsection
      12.05(a), other than Subsection 12.05(a)(1), will apply as if the
      surviving spouse were the
Participant.

                


        

         

        
          	 
      	
                                  For
      purposes of this Subsection 12.05(a), unless Subsection 12.05(a)(4)
      applies, distributions are considered to begin on the Participant’s
      Required Beginning Date. If Subsection 12.05(a)(4) applies, distributions
      are considered to begin on the date distributions are required to begin to
      the surviving spouse under Subsection 12.05(a)(1). 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 under Subsection 12.05(a)(1)), the date
      distributions are considered to begin is the date distributions actually
      commence.

                
	 
      	 
      
	 
      	
                  (b)            Election
      of 5-Year Rule. Participants or Beneficiaries may elect on an
      individual basis whether the 5-year rule described in Subsection
      12.05(a)(3) or the minimum distribution rule described in Section 13.03
      applies to distributions after the death of a Participant who has a
      “designated beneficiary.” The election must be made no later than the
      earlier of September 30 of the calendar year in which distribution would
      be required to begin under Subsection 12.05(a), or by September 30 of the
      calendar year which contains the fifth anniversary of the Participant’s
      (or, if applicable, the surviving spouse’s) death. If neither the
      Participant nor the Beneficiary makes an election under this Subsection
      12.05(b), distributions will be made in accordance with Subsection
      12.05(a) and Section 13.03.

                


        

         

                       Subject to the
requirements of Subsection 12.05(a) above, if a Participant dies on or after his
Annuity Starting Date, but before his entire vested interest in his Account is
distributed, his Beneficiary shall receive distribution of the remainder of the
Participant’s vested interest in his Account beginning as soon as reasonably
practicable following the Participant’s date of death in a form that provides
for distribution at least as rapidly as under the form in which the Participant
was receiving
distribution.

         

                      For
purposes of this Section 12.05, “designated beneficiary” is as defined in
Subsection 13.03(c)(1).


        
          
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        12.06.  
Whereabouts
of Participants and Beneficiaries.
The Administrator shall at all times be responsible for determining the
whereabouts of each Participant or Beneficiary who may be entitled to benefits
under the Plan and shall direct the Trustee as to the maintenance of a current
address of each such Participant or Beneficiary. The Trustee shall be under no
duty to make any distributions other than those for which it has received
satisfactory direction from the Administrator.

         

        Notwithstanding
the foregoing, if the Trustee attempts to make a distribution in accordance with
the Administrator’s instructions but is unable to make such distribution because
the whereabouts of the distributee is unknown, the Trustee shall notify the
Administrator of such situation and thereafter the Trustee shall be under no
duty to make any further distributions to such distributee until it receives
further written instructions from the Administrator.

         

        If the
Administrator is unable after diligent attempts to locate a Participant or
Beneficiary who is entitled to a benefit under the Plan, the benefit otherwise
payable to such Participant or Beneficiary shall be forfeited and applied as
provided in Section 11.09. If a benefit is forfeited because the Administrator
determines that the Participant or Beneficiary cannot be found, such benefit
shall be reinstated by the Employer if a claim is filed by the Participant or
Beneficiary with the Administrator and the Administrator confirms the claim to
the Employer. Notwithstanding the above, forfeiture of a Participant’s or
Beneficiary’s benefit may occur only if a distribution could be made to the
Participant or Beneficiary without obtaining the Participant’s or Beneficiary’s
consent in accordance with the requirements of Section 1.411(a)-11 of the
Treasury Regulations.

         

        Article 13.
          Form
of Distribution.

         

        13.01.  
Normal
Form of Distribution Under Profit Sharing Plan.
Unless a Participant’s Account is subject to the requirements of Section 14.03
or 14.04, distributions to a Participant or to the Beneficiary of the
Participant shall be made in a lump sum in cash or, if elected by the
Participant (or the Participant’s Beneficiary, if applicable) and provided by
the Employer in Section 1.20 of the Adoption Agreement, under a systematic
withdrawal plan (installments). A Participant (or the Participant’s Beneficiary,
if applicable) who is receiving distribution under a systematic withdrawal plan
may elect to accelerate installment payments or to receive a lump sum
distribution of the remainder of his Account balance.

         

        Notwithstanding
anything herein to the contrary, if distribution to a Participant commences on
the Participant’s Required Beginning Date as determined under Subsection 2.01(tt), the Participant may elect to
receive distributions under a systematic withdrawal plan that provides the
minimum distributions required under Code Section 401(a)(9), as described in
Section 13.03.

         

        Distributions
shall be made in cash, except that distributions may be made in Fund Shares of
marketable securities (as defined in Code Section 731(c)(2)),
other than Fund Shares of Employer Stock as defined in Section
20.12, at the election of the Participant, pursuant to the
qualifying rollover of such distribution to a Fidelity Investments® individual
retirement account.

         

        13.02.  
Cash
Out Of Small Accounts.
Notwithstanding any other provision of the Plan to the contrary, if the Employer
elected to cash out small Accounts as provided in Subsection 1.20(e)(1) of the Adoption Agreement, and a
Participant’s vested interest in his Account does not exceed $1,000 the
Participant’s vested interest in his Account shall be distributed in a lump sum
following the Participant’s termination of employment because of retirement,
disability, or other termination of employment. If elected by the Employer in
Subsection 1.20(e)(1)(A) of the Adoption Agreement, if a
mandatory distribution greater than $1,000 is made to a Participant in
accordance with the provisions of this Section prior to the Participant’s Normal
Retirement Age (or age 62, if later) 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 such distribution directly, then
the Administrator will pay the distribution in a direct rollover to an
individual retirement plan designated by the Administrator. For purposes of
determining whether an amount being distributed pursuant to this Section 13.02
will be subject to a direct rollover by the Administrator, a Participant’s Roth
401(k) Contributions Account will be considered separately from the amount
within the Participant’s non-Roth Account.


        
          
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                       If
the Employer elected to cash out small Accounts as provided in Subsection 1.20(e)(1) of the Adoption Agreement and if
distribution is to be made to a Participant’s Beneficiary following the death of
the Participant and the Beneficiary’s vested interest in the Participant’s
Account does not exceed the maximum cash out limit permitted under Code Section
411(a)(11)(A) ($5,000 as of January 1, 2005), distribution shall be made to the
Beneficiary in a lump sum following the Participant’s death.

         

        13.03.    
Minimum
Distributions.
Unless a Participant’s vested interest in his Account is distributed in the form
of an annuity purchased from an insurance company or in a single sum on or
before the Participant’s Required Beginning Date, as of the first “distribution
calendar year” distributions will be made in accordance with this Section. If
the Participant’s vested interest in his Account 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
Treasury Regulations issued thereunder.

         

                      Notwithstanding
the foregoing or any other provisions of this Section, distributions may be made
under a designation made before January 1, 1984, in accordance with Section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the
provisions of Subsection 13.03(d) below.

         

        
          (a)        Required Minimum Distributions During a
Participant’s Lifetime. During a Participant’s lifetime, the minimum
amount that will be distributed for each “distribution calendar year” is the
lesser of:

        

         

        
          	
                   

                	 
      	
                  (1)    the
      quotient obtained by dividing the Participant’s “account balance” by the
      distribution period in the Uniform Lifetime Table set forth in Section
      1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as
      of the Participant’s birthday in the “distribution calendar year”;
      or

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)    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 “account balance” by the number in the Joint and Last
      Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
      Regulations, using the Participant’s and spouse’s attained ages as of the
      Participant’s and spouse’s birthdays in the “distribution calendar
      year.”

                


        

         

                     Required
minimum distributions will be determined under this Subsection 13.03(a)
beginning with the first “distribution calendar year” and up to and including
the “distribution calendar year” that includes the Participant’s date of
death.

         

            (b)        Required
Minimum Distributions After Participant’s Death.

        
          	 
      	 
      	 
      
	 
      	 
      	
                  (1)    If a
      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 “account
      balance” 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:

                


        

         

        
          	 
      	 
      	 
      	
                  (A)          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.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (B)          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.

                


        

         

        
          
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                  (C)          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.

                


        

         

        
          	 
      	 
      	
                  (2)          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 “account
      balance” by the Participant’s remaining “life expectancy” calculated using
      the age of the Participant in the year of death, reduced by one for each
      subsequent year.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (3)          Unless
      the Participant or Beneficiary elects otherwise in accordance with
      Subsection 12.05(b), 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 “account balance” by the remaining “life expectancy” of the
      Participant’s “designated beneficiary,” determined as provided in
      Subsection 13.03(b)(1).

                
	 
      	 
      	 
      
	 
      	 
      	
                  (4)          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 full vested
      interest in his Account will be completed by December 31 of the calendar
      year containing the fifth anniversary of the Participant’s
      death.

                
	 	 	 
	 
      	 
      	
                  (5)          If
      the Participant dies before the date distributions begin, the
      Participant’s surviving spouse is the Participant’s sole “designated
      beneficiary,” and the surviving spouse dies before distributions are
      required to begin to the surviving spouse under Subsection 12.05(a)(1),
      Subsections 13.03(b)(3) and (4) will apply as if the surviving spouse were
      the Participant.

                


        

         

                       
          For purposes of this
Subsection 13.03(b), unless Subsection 13.03(b)(5) applies, distributions are
considered to begin on the Participant’s Required Beginning Date. If Subsection
13.03(b)(5) applies, distributions are considered to begin on the date
distributions are required to begin to the surviving spouse under Subsection
12.05(a)(1). 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 under
Subsection 12.05(a)(1)), the date distributions are considered to begin is the
date distributions actually commence.

         

            (c)        
    Definitions.
For purposes of this Section 13.03, the following special definitions shall
apply:

        
          	 
      	 
      	 
      
	 
      	 
      	
                  (1)     
           “Designated
      beneficiary” means the individual who is the Participant’s
      Beneficiary as defined under Section 2.01(g) and is the designated
      beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-4 of the
      Treasury Regulations.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)      
          “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 under
      Subsection 12.05(a). 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.”

                


        


        
          
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                  (3)      
          “Life
      expectancy” means life expectancy as computed by use of the Single
      Life Table in Section 1.401(a)(9)-9 of the Treasury
      Regulations.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (4)          A
      Participant’s “account
      balance” means the balance of the Participant’s vested interest in
      his 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 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 “account balance”
      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.

                


        

         

        (d)        Section
242(b)(2) Elections. Notwithstanding any other provisions of this Section
and subject to the requirements of Article 14, if applicable, distribution on
behalf of a Participant, including a five-percent owner, may be made pursuant to
an election under Section 242(b)(2) of the Tax Equity and Fiscal Responsibility
Act of 1982 and in accordance with all of the following
requirements:

        
          	 
      	 
      	 
      
	 
      	 
      	
                  (1)          The
      distribution is one which would not have disqualified the Trust under Code
      Section 401(a)(9), if applicable, or any other provisions of Code Section
      401(a), as in effect prior to the effective date of Section 242(a) of the
      Tax Equity and Fiscal Responsibility Act of 1982.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)          The
      distribution is in accordance with a method of distribution elected by the
      Participant whose vested interest in his Account is being distributed or,
      if the Participant is deceased, by a Beneficiary of such
      Participant.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (3)          Such
      election was in writing, was signed by the Participant or the Beneficiary,
      and was made before January 1, 1984.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (4)          The
      Participant had accrued a benefit under the Plan as of December 31,
      1983.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (5)          The
      method of distribution elected by the Participant or the Beneficiary
      specifies the form of the distribution, the time at which distribution
      will commence, the period over which distribution will be made, and in the
      case of any distribution upon the Participant’s death, the Beneficiaries
      of the Participant listed in order of
priority.

                


        

         

                    A
distribution upon death shall not be made under this Subsection 13.03(d) unless
the information in the election contains the required information described
above with respect to the distributions to be made upon the death of the
Participant. For any distribution which commences before January 1, 1984, but
continues after December 31, 1983, the Participant or the Beneficiary to whom
such distribution is being made will be presumed to have designated the method
of distribution under which the distribution is being made, if this method of
distribution was specified in writing and the distribution satisfies the
requirements in Subsections 13.03(d)(1) and (5). If an election is revoked, any
subsequent distribution will be in accordance with the other provisions of the
Plan. Any changes in the election will be considered to be a revocation of the
election. However, the mere substitution or addition of another Beneficiary (one
not designated as a Beneficiary in the election), under the election will not be
considered to be a revocation of the election, so long as such substitution or
addition does not alter the period over which distributions are to be made under
the election directly, or indirectly (for example, by altering the relevant
measuring life).

         

                   The
Administrator shall direct the Trustee regarding distributions necessary to
comply with the minimum distribution rules set forth in this Section
13.03.


        
          
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        13.04.   
Direct
Rollovers.
Notwithstanding any other provision of the Plan to the contrary, a “distributee”
may elect, at the time and in the manner prescribed by the Administrator, to
have any portion or all of an “eligible rollover distribution” paid directly to
an “eligible retirement plan” specified by the “distributee” in a direct
rollover; provided, however, that a “distributee” may not elect a direct
rollover with respect to a portion of an “eligible rollover distribution” if
such portion totals less than $500. In applying the $500 minimum on rollovers of
a portion of a distribution, any “eligible rollover distribution” from a
Participant’s Roth 401(k) Contributions Account will be considered separately
from any “eligible rollover distribution” from the Participant’s non-Roth
Account.

         

                   
  The portion of any “eligible rollover distribution” consisting of
Employee Contributions may only be rolled over 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
provides for separate accounting with respect to such accounts, including
separate accounting for the portion of such “eligible rollover distribution”
that is includible in income and the portion that is not includible in income.
That portion of any “eligible rollover distribution” consisting of Roth 401(k)
Contributions, may only be rolled over to another designated Roth account
established for the individual under an applicable retirement plan described in
Code Section 402A(e)(1) that provides for “designated Roth contributions”, as
defined in Section 6.01, or to a Roth individual retirement account described in
Code Section 408A, subject to the rules of Code Section 402(c).

         

                
     For purposes of this Section 13.04, the following
definitions shall apply:

        
          	 
      	 
      
	 
      	
                  (a)          “Distributee”
      means a Participant, the Participant’s surviving spouse, and the
      Participant’s spouse or former spouse who is the alternate payee under a
      qualified domestic relations order, who is entitled to receive a
      distribution from the Participant’s vested interest in his
      Account.

                
	 
      	 
      
	 
      	
                  (b)          “Eligible
      retirement plan” means an individual retirement account described in Code
      Section 408(a), an individual retirement annuity described in Code Section
      408(b), an annuity plan described in Code Section 403(a), a qualified
      defined contribution plan described in Code Section 401(a), an annuity
      contract described in Code Section 403(b), an eligible deferred
      compensation plan described in 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, provided that such 457
      plan provides for separate accounting with respect to such rolled over
      amounts, that accepts “eligible rollover distributions”, or a Roth
      individual retirement account described in Code Section
    408A.

                
	 
      	 
      
	 
      	
                  (c)          “Eligible
      rollover distribution” means any distribution of all or any portion of the
      balance to the credit of the “distributee”, except that an “eligible
      rollover distribution” does not include the
  following:

                


        

         

        
          	 
      	 
      	
                  (1)          any
      distribution that is one of a series of substantially equal periodic
      payments (not less frequently than annually) made for the life (or life
      expectancy) of the “distributee” or the joint lives (or joint life
      expectancies) of the “distributee” and the “distributee’s” designated
      beneficiary, or for a specified period of ten years or
    more;

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

                
	 
      	 
      	 
      
	 
      	 
      	
                  (3)          any
      hardship withdrawal made in accordance with the provisions of Section
      10.05 or the In-Service Withdrawals Addendum to the Adoption
      Agreement.

                


        

         

        13.05.   
Notice
Regarding Timing and Form of Distribution.
Within the period beginning 90 days before a Participant’s Annuity Starting Date
and ending 30 days before such date, the Administrator shall provide such
Participant with written notice containing a general description of the material
features of each form of distribution available under the Plan and an
explanation of the financial effect of electing each form of distribution
available under the Plan. The notice shall also inform the Participant of his
right to defer receipt of the distribution until the date in Subsection 1.21(a) of the Adoption Agreement and his right to
make a direct rollover.


        
          
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                  Distribution
      may commence fewer than 30 days after such notice is given, provided
      that:

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)         the
      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);

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)         the
      Participant, after receiving the notice, affirmatively elects a
      distribution, with his spouse’s written consent, if
    necessary;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (c)          if
      the Participant’s Account is subject to the requirements of Section 14.04,
      the following additional requirements apply:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)          the
      Participant is permitted to revoke his affirmative distribution election
      at any time prior to the later of (A) his Annuity Starting Date or (B) the
      expiration of the seven-day period beginning the day after such notice is
      provided to him; and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)          distribution
      does not begin to such Participant until such revocation period
      ends.

                
	 
      	 
      	 
      	 
      
	
                  13.06.     Determination
      of Method of Distribution.
      Subject to Section 13.02, the Participant shall determine the method of
      distribution of benefits to himself and may determine the method of
      distribution to his Beneficiary. If the Participant does not determine the
      method of distribution to his Beneficiary or if the Participant permits
      his Beneficiary to override his determination, the Beneficiary, in the
      event of the Participant’s death, shall determine the method of
      distribution of benefits to himself as if he were the Participant. A
      determination by the Beneficiary must be made no later than the close of
      the calendar year in which distribution would be required to begin under
      Section 12.05 or, if earlier, the close of the calendar year in which the
      fifth anniversary of the death of the Participant
      occurs.

                
	 
      	 
      	 
      	 
      
	
                  13.07.     Notice
      to Trustee.
      The Administrator shall notify the Trustee in any medium acceptable to the
      Trustee, which may be specified in the Service Agreement, whenever any
      Participant or Beneficiary is entitled to receive benefits under the Plan.
      The Administrator’s notice shall indicate the form of payment of benefits
      that such Participant or Beneficiary shall receive, (in the case of
      distributions to a Participant) the name of any designated Beneficiary or
      Beneficiaries, and such other information as the Trustee shall
      require.

                
	 
      	 
      	 
      	 
      
	
                  Article
      14.

                	
                  Superseding
      Annuity Distribution Provisions.

                
	 
      	 
      	 
      	 
      
	
                  14.01.     Special
      Definitions.
      For purposes of this Article, the following special definitions shall
      apply:

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)          “Qualified
      joint and survivor annuity” means (1) if the Participant is not
      married on his Annuity Starting Date, an immediate annuity payable for the
      life of the Participant or (2) if the Participant is married on his
      Annuity Starting Date, an immediate annuity for the life of the
      Participant with a survivor annuity for the life of the Participant’s
      spouse (to whom the Participant was married on the Annuity Starting Date)
      equal to 50 percent (or the percentage designated in Subsection
      1.20(c)(2)(A)(i)(I) or 1.20(c)(2)(B)(i), as applicable, of the Adoption
      Agreement) of the amount of the annuity which is payable during the
      joint lives of the Participant and such spouse, provided that the survivor
      annuity shall not be payable to a Participant’s spouse if such spouse is
      not the same spouse to whom the Participant was married on his Annuity
      Starting Date.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)          “Qualified
      preretirement survivor annuity” means an annuity purchased with at
      least 50 percent of a Participant’s vested interest in his Account that is
      payable for the life of a Participant’s surviving spouse. The Employer
      shall specify that portion of a Participant’s vested interest in his
      Account that is to be used to purchase the “qualified preretirement
      survivor annuity” in Section 1.20 of the Adoption
    Agreement.

                


        


        
          
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                  14.02.  
         Applicability.
      The provisions of this Article shall apply to a Participant’s Account
      if:

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)          the
      Plan includes assets transferred from a money purchase pension
      plan;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)          the
      Plan is an amendment and restatement of a plan that provided an annuity
      form of payment and such form of payment has not
      been eliminated pursuant to Subsection 1.20(d) of the Adoption
      Agreement;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (c)          the
      Plan is an amendment and restatement of a plan that provided an annuity
      form of payment and such form of payment has
      been eliminated pursuant to Subsection 1.20(d) of the Adoption Agreement, but the
      Participant elected a life annuity form of payment before the effective
      date of the elimination;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (d)      
          the Participant’s Account contains assets
      attributable to amounts directly or indirectly transferred from a plan
      that provided an annuity form of payment and such form of payment has
      not
      been eliminated pursuant to Subsection 1.20(d) of the Adoption
      Agreement;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (e)    
            the Participant’s Account contains
      assets attributable to amounts directly or indirectly transferred from a
      plan that provided an annuity form of payment and such form of payment
      has
      been eliminated pursuant to Subsection 1.20(d) of the Adoption Agreement, but the
      Participant elected a life annuity form of payment before the effective
      date of the elimination.

                
	 
      	 
      	 
      	 
      
	
                  14.03.    
       Annuity
      Form of Payment.
      To the extent provided in Section 1.20 of the Adoption Agreement, a
      Participant may elect distributions made in whole or in part in the form
      of an annuity contract. Any annuity contract distributed under the Plan
      shall be subject to the provisions of this Section 14.03 and, to the
      extent provided therein, Sections 14.04 through
    14.09.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)          At
      the direction of the Administrator, the Trustee shall purchase the annuity
      contract on behalf of a Participant or Beneficiary from an insurance
      company. Such annuity contract shall be
nontransferable.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)          The
      terms of the annuity contract shall comply with the requirements of the
      Plan and distributions under such contract shall be made in accordance
      with Code Section 401(a)(9) and the Treasury Regulations issued
      thereunder.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (c)          The
      annuity contract may provide for payment over the life of the Participant
      and, upon the death of the Participant, may provide a survivor annuity
      continuing for the life of the Participant’s designated Beneficiary. Such
      an annuity may provide for an annuity certain feature for a period not
      exceeding the life expectancy of the Participant or, if the annuity is
      payable to the Participant and a designated Beneficiary, the joint life
      and last survivor expectancy of the Participant and such Beneficiary. If
      the Participant dies prior to his Annuity Starting Date, the annuity
      contract distributed to the Participant’s Beneficiary may provide for
      payment over the life of the Beneficiary, and may provide for an annuity
      certain feature for a period not exceeding the life expectancy of the
      Beneficiary. The types of annuity contracts provided under the Plan shall
      be limited to the types of annuities described in Section 1.20 of the
      Adoption Agreement and the Forms of Payment Addendum to the Adoption
      Agreement.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (d)          The
      annuity contract must provide for nonincreasing
  payments.

                
	 
      	 
      	 
      	 
      
	
                  14.04.

                	
                  “Qualified
      Joint and Survivor Annuity” and “Qualified Preretirement Survivor Annuity”
      Requirements.
      The requirements of this Section 14.04 apply to a Participant’s Account
      if:

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)          the
      Plan includes assets transferred from a money purchase pension
      plan;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)       
         the Employer has selected in Subsection 1.20(c)(2)(B) of the
      Adoption Agreement that distribution in the form of a life annuity
      is the normal form of distribution with respect to such Participant’s
      Account; or

                


        


        
          
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                  (c)          the Employer has selected in Subsection 1.20(c)(2)(A) of the
      Adoption Agreement that distribution in the form of a life annuity
      is an optional form of distribution with respect to such Participant’s
      Account and the Participant is permitted to elect and has elected
      distribution in the form of an annuity contract payable over the life of
      the Participant.

                
	 
      	 
      	 
      	 
      
	
                  If
      a Participant’s Account is subject to the requirements of this Section
      14.04, distribution shall be made to the Participant with respect to such
      Account in the form of a “qualified joint and survivor annuity” (with a survivor annuity in the percentage amount specified
      by the Employer in Subsection 1.20 of the Adoption Agreement) in
      the amount that can be purchased with such Account unless the Participant
      waives the “qualified joint and survivor annuity” as provided in Section
      14.05. If the Participant dies prior to his Annuity Starting Date,
      distribution shall be made to the Participant’s surviving spouse, if any,
      in the form of a “qualified preretirement survivor annuity” in the amount
      that can be purchased with such Account unless the Participant waives the
      “qualified preretirement survivor annuity” as provided in Section 14.05,
      or the Participant’s surviving spouse elects in writing to receive
      distribution in one of the other forms of payment provided under the Plan.
      A Participant’s Account that is subject to the requirements of this
      Section 14.04 shall be used to purchase the “qualified preretirement
      survivor annuity” and the balance of the Participant’s vested interest in
      his Account that is not used to purchase the “qualified preretirement
      survivor annuity” shall be distributed to the Participant’s designated
      Beneficiary in accordance with the provisions of Sections 11.04 and
      12.05.

                
	 
      	 
      	 
      	 
      
	
                  14.05.    
       Waiver
      of the “Qualified Joint and Survivor Annuity” and/or “Qualified
      Preretirement Survivor Annuity” Rights.
      A Participant may waive the “qualified joint and survivor annuity”
      described in Section 14.04 and elect another form of distribution
      permitted under the Plan at any time during the 90-day period ending on
      his Annuity Starting Date; provided, however, that if the Participant is
      married, his spouse must consent in writing to such election as provided
      in Section 14.06.

                
	 
      	 
      	 
      	 
      
	
                         
              A Participant may waive the
      “qualified preretirement survivor annuity” and designate a non-spouse
      Beneficiary at any time during the “applicable election period”; provided,
      however, that the Participant’s spouse must consent in writing to such
      election as provided in Section 14.06. The “applicable election period”
      begins on the later of (1) the date the Participant’s Account becomes
      subject to the requirements of Section 14.04 or (2) the first day of the
      Plan Year in which the Participant attains age 35 or, if he terminates
      employment prior to such date, the date he terminates employment with the
      Employer and all Related Employers. The “applicable election period” ends
      on the earlier of the Participant’s Annuity Starting Date or the date of
      the Participant’s death. A Participant whose employment has not terminated
      may elect to waive the “qualified preretirement survivor annuity” prior to
      the Plan Year in which he attains age 35, provided that any such waiver
      shall cease to be effective as of the first day of the Plan Year in which
      the Participant attains age 35.

                
	 
      	 
      	 
      	 
      
	
                             
          A Participant’s waiver of the “qualified joint and
      survivor annuity” or “qualified preretirement survivor annuity” shall be
      valid only if the applicable notice described in Section 14.07 or 14.08
      has been provided to the Participant.

                
	 
      	 
      	 
      	 
      
	
                  14.06. 
          Spouse’s
      Consent to Waiver.
      A spouse’s written consent to a Participant’s waiver of the “qualified
      joint and survivor annuity” or “qualified preretirement survivor annuity”
      forms of distribution must acknowledge the effect of the Participant’s
      election and must be witnessed by a Plan representative or a notary
      public. In addition, the spouse’s written consent must either (a) specify
      the form of distribution elected instead of the “qualified joint and
      survivor annuity”, if applicable, and that such form may not be changed
      (except to a “qualified joint and survivor annuity”) without written
      spousal consent and specify any non-spouse Beneficiary designated by the
      Participant, if applicable, and that such designation may not be changed
      without written spousal consent or (b) acknowledge that the spouse has the
      right to limit consent as provided in clause (a) above, but permit the
      Participant to change the form of distribution elected or the designated
      Beneficiary without the spouse’s further
consent.

                
	 
      	 
      	 
      	 
      
	
                        
               A Participant’s spouse
      shall be deemed to have given written consent to a Participant’s waiver if
      the Participant establishes to the satisfaction of a Plan representative
      that spousal consent cannot be obtained because the spouse cannot be
      located or because of other circumstances set forth in Code Section
      401(a)(11) and Treasury Regulations issued
  thereunder.

                


        


        
          
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                               Any
      written consent given or deemed to have been given by a Participant’s
      spouse hereunder shall be irrevocable and shall be effective only with
      respect to such spouse and not with respect to any subsequent
      spouse.

                
	 
      	 
      	 
      	 
      
	
                               A
      spouse’s consent to a Participant’s waiver shall be valid only if the
      applicable notice described in Section 14.07 or 14.08 has been provided to
      the Participant.

                
	 
      	 
      	 
      	 
      
	
                  14.07.   Notice
      Regarding “Qualified Joint and Survivor Annuity”.
      The notice provided to a Participant under Section 14.05 shall include a
      written explanation of (a) the terms and conditions of the “qualified
      joint and survivor annuity” provided herein, (b) the financial effect of
      receiving payment under the “qualified joint and survivor annuity”, (c)
      the Participant’s right to make, and the effect of, an election to waive
      the “qualified joint and survivor annuity”, (d) the rights of the
      Participant’s spouse under Section 14.06, and (e) the Participant’s right
      to revoke an election to waive the “qualified joint and survivor annuity”
      prior to his Annuity Starting Date.

                
	 
      	 
      	 
      	 
      
	
                  14.08.   Notice
      Regarding “Qualified Preretirement Survivor Annuity”.
      If a Participant’s Account is subject to the requirements of Section
      14.04, the Participant shall be provided with a written explanation of the
      “qualified preretirement survivor annuity” comparable to the written
      explanation provided with respect to the “qualified joint and survivor
      annuity”, as described in Section 14.07. Such explanation shall be
      furnished within whichever of the following periods ends
      last:

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)          the
      period beginning with the first day of the Plan Year in which the
      Participant reaches age 32 and ending with the end of the Plan Year
      preceding the Plan Year in which he reaches age 35;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)          a
      reasonable period ending after the Employee becomes an Active
      Participant;

                
	 
      	 
      	 
      	 
      
	 
      	
                  (c)          a
      reasonable period ending after Section 14.04 first becomes applicable to
      the Participant’s Account; or

                
	 
      	 
      	 
      	 
      
	 
      	
                  (d)          in
      the case of a Participant who separates from service before age 35, a
      reasonable period ending after such separation from
    service.

                
	 
      	 
      	 
      	 
      
	
                                  For
      purposes of the preceding sentence, the two-year period beginning one year
      prior to the date of the event described in Subsection 14.08(b), (c) or
      (d) above, whichever is applicable, and ending one year after such date
      shall be considered reasonable, provided, that in the case of a
      Participant who separates from service under Subsection 14.08(d) above and
      subsequently recommences employment with the Employer, the applicable
      period for such Participant shall be redetermined in accordance with this
      Section 14.08.

                
	 
      	 
      	 
      	 
      
	
                  14.09.     Former
      Spouse.
      For purposes of this Article, a former spouse of a Participant shall be
      treated as the spouse or surviving spouse of the Participant, and a
      current spouse shall not be so treated, to the extent required under a
      qualified domestic relations order, as defined in Code Section
      414(p).

                
	 
      	 
      	 
      	 
      
	
                  Article
      15.

                	
                  Top-Heavy
      Provisions.

                
	 
      	 
      	 
      	 
      
	
                  15.01.    Definitions.
      For purposes of this Article, the following special definitions shall
      apply:

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)      
          “Determination
      date” means, for any Plan Year subsequent to 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 Plan
      Year.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)   
             “Determination
      period” means the Plan Year containing the “determination
      date”.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (c)          
      “Distribution
      period” means (i) for any distribution made to an employee on
      account of severance from employment, death, disability, or termination of
      a plan which would have been part of the “required
      aggregation group” had it not been terminated, the one-year period ending
      on the “determination date” and (ii) for any other distribution, the
      five-year period ending on the “determination
  date”.

                


        


        
          
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                  (d)          “Key
      employee” means any Employee or former Employee (including any
      deceased Employee) who at any time during the “determination period” was
      (1) an officer of the Employer or a Related Employer having annual
      Compensation greater than the dollar amount specified in Code Section
      416(i)(1)(A)(I) adjusted under Code Section 416(i)(1) for Plan Years
      beginning after December 31, 2002 (e.g., $135,000 for Plan Years beginning
      in 2005), (2) a five-percent owner of the Employer or a Related Employer,
      or (3) a one-percent owner of the Employer or a Related Employer having
      annual Compensation of more than $150,000. The determination of who is a
      “key employee” shall be made in accordance with Code Section 416(i)(1) and
      any applicable guidance or regulations issued
  thereunder.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (e)          “Permissive
      aggregation group” means the “required aggregation group” plus any
      other qualified plans of the Employer or a Related 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.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (f)       
         “Required
      aggregation group” means:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)          Each
      qualified plan of the Employer or Related Employer in which at least one
      “key employee” participates, or has participated at any time during the
      “determination period” or, unless and until modified by future Treasury
      guidance, any of the four preceding Plan Years (regardless of whether the
      plan has terminated), and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)          any
      other qualified plan of the Employer or Related Employer which enables a
      plan described in Subsection 15.01(f)(1) above to meet the requirements of
      Code Section 401(a)(4) or 410.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (g)          “Top-heavy
      plan” means a plan in which any of the following conditions
      exists:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)          the
      “top-heavy ratio” for the plan exceeds 60 percent and the plan is not part
      of any “required aggregation group” or “permissive aggregation
      group”;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)          the
      plan is a part of a “required aggregation group” but not part of a
      “permissive aggregation group” and the “top-heavy ratio” for the “required
      aggregation group” exceeds 60 percent; or

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (3)          the
      plan is a part of a “required aggregation group” and a “permissive
      aggregation group” and the “top-heavy ratio” for both groups exceeds 60
      percent.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  Notwithstanding
      the foregoing, a plan is not a “top-heavy plan” for a Plan Year if it
      consists solely of a cash or deferred arrangement that satisfies the
      nondiscrimination requirements under Code Section 401(k) by application of
      Code Section 401(k)(12) and, if matching contributions are provided under
      such plan, satisfies the nondiscrimination requirements under Code Section
      401(m) by application of Code Section 401(m)(11).

                
	 
      	 
      	 
      	 
      
	 
      	
                  (h)          “Top-heavy
      ratio” means:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)          With
      respect to the Plan, or with respect to any “required aggregation group”
      or “permissive aggregation group” that consists solely of defined
      contribution plans (including any simplified employee pension, as defined
      in Code Section 408(k)), a fraction, the numerator of which is the sum of
      the account balances of all “key employees” under the plans as of the
      “determination date” (including any part of any account balance
      distributed during the “distribution period”), and the denominator of
      which is the sum of all account balances (including any
      part of any account balance distributed during the “distribution period”)
      of all participants under the plans as of the “determination date”. Both
      the numerator and denominator of the “top-heavy ratio” shall be increased,
      to the extent required by Code Section 416, to reflect any contribution
      which is due but unpaid as of the “determination
    date”.

                


        


        
          
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                  (2)          With
      respect to any “required aggregation group” or “permissive aggregation
      group” that includes one or more defined benefit plans which, during the
      “determination period”, has covered or could cover an Active Participant
      in the Plan, a fraction, the numerator of which is the sum of the account
      balances under the defined contribution plans for all “key employees” and
      the present value of accrued benefits under the defined benefit plans for
      all “key employees”, and the denominator of which is the sum of the
      account balances under the defined contribution plans for all participants
      and the present value of accrued benefits under the defined benefit plans
      for all participants. Both the numerator and denominator of the “top-heavy
      ratio” shall be increased for any distribution of an account balance or an
      accrued benefit made during the “distribution period” and any contribution
      due but unpaid as of the “determination date”.

                
	 
      	 
      	 
      	 
      
	 
      	
                            For
      purposes of Subsections 15.01(h)(1) and (2) above, the value of accounts
      shall be determined as of the most recent “determination date” and the
      present value of accrued benefits shall be determined as of the date used
      for computing plan costs for minimum funding that falls within 12 months
      of the most recent “determination date”, except as provided in Code
      Section 416 and the regulations issued thereunder for the first and second
      plan years of a defined benefit plan. When aggregating plans, the value of
      accounts and accrued benefits shall be calculated with reference to the
      “determination dates” that fall within the same calendar
    year.

                
	 
      	 
      	 
      	 
      
	 
      	
                            The
      accounts and accrued benefits of a Participant who is not a “key employee”
      but who was a “key employee” in a prior year, or who has not performed
      services for the Employer or any Related Employer at any time during the
      one-year period ending on the “determination date”, shall be disregarded.
      The calculation of the “top-heavy ratio”, and the extent to which
      distributions, rollovers, and transfers are taken into account, shall be
      made in accordance with Code Section 416 and the regulations issued
      thereunder. Deductible employee contributions shall not be taken into
      account for purposes of computing the “top-heavy
ratio”.

                
	 
      	 
      	 
      	 
      
	 
      	
                            For
      purposes of determining if the Plan, or any other plan included in a
      “required aggregation group” of which the Plan is a part, is a “top-heavy
      plan”, the accrued benefit in a defined benefit plan of an Employee other
      than a “key employee” shall be determined under the method, if any, that
      uniformly applies for accrual purposes under all plans maintained by the
      Employer or a Related Employer, or, if there is no such method, as if such
      benefit accrued not more rapidly than the slowest accrual rate permitted
      under the fractional accrual rate of Code Section
      411(b)(1)(C).

                
	 
      	 
      	 
      	 
      
	
                  15.02.   
        Application.
      If the Plan is or becomes a “top-heavy plan” in any Plan Year or is
      automatically deemed to be a “top-heavy plan” in accordance with the
      Employer’s selection in Subsection 1.22(a)(1) of the Adoption Agreement,
      the provisions of this Article shall apply and shall supersede any
      conflicting provision in the Plan. Notwithstanding the foregoing, the
      provisions of this Article shall not apply if Subsection 1.22(a)(3) of the
      Adoption Agreement is selected.

                
	 
      	 
      	 
      	 
      
	
                  15.03.  
         Minimum
      Contribution.
      Except as otherwise specifically provided in this Section 15.03, the
      Nonelective Employer Contributions made for the Plan Year on behalf of any
      Active Participant who is not a “key employee”, when combined with the
      Matching Employer Contributions made on behalf of such Active Participant
      for the Plan Year, shall not be less than the lesser of three percent (or
      five percent, if selected by the Employer in Subsection 1.22(b) of the Adoption Agreement) of such
      Participant’s Compensation for the Plan Year or, in the case where neither
      the Employer nor any Related Employer maintains a defined benefit plan
      which uses the Plan to satisfy Code Section 401(a)(4) or 410, the largest
      percentage of Employer contributions made on behalf of any “key employee”
      for the Plan Year, expressed as a percentage of the “key employee’s”
      Compensation for the Plan Year. Catch-Up
      Contributions made on behalf of a “key employee” for the Plan Year shall
      not be taken into account for purposes of determining the amount of the
      minimum contribution required
  hereunder.

                


        


        
          
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            If an Active Participant is entitled
      to receive a minimum contribution under another qualified plan maintained
      by the Employer or a Related Employer that is a “top-heavy plan”, no
      minimum contribution shall be made hereunder unless the Employer has
      provided in Subsection 1.22(b)(1) of the Adoption Agreement that the
      minimum contribution shall be made under this Plan in any event. If the
      Employer has provided in Subsection 1.22(b)(2) that an alternative means
      shall be used to satisfy the minimum contribution requirements where an
      Active Participant is covered under multiple plans that are “top-heavy
      plans”, no minimum contribution shall be required under this Section,
      except as provided under the 416 Contributions Addendum to the Adoption
      Agreement. If a minimum contribution is required to be made under the Plan
      for the Plan Year on behalf of an Active Participant who is not a “key
      employee” and who is a participant in a defined benefit plan maintained by
      the Employer or a Related Employer that is aggregated with the Plan, the
      minimum contribution shall not be less than five percent of such
      Participant’s Compensation for the Plan Year.

                
	 
      	 
      	 
      	 
      
	
                           
          The minimum contribution required under this
      Section 15.03 shall be made to the Account of an Active Participant even
      though, under other Plan provisions, the Active Participant would not
      otherwise be entitled to receive a contribution, or would have received a
      lesser contribution for the Plan Year, because (a) the Active Participant
      failed to complete the Hours of Service requirement selected by the
      Employer in Subsection 1.11(e) or 1.12(d) of the Adoption
      Agreement, or (b) the Participant’s Compensation was less than a stated
      amount; provided, however, that no minimum contribution shall be made for
      a Plan Year to the Account of an Active Participant who is not employed by
      the Employer or a Related Employer on the last day of the Plan
      Year.

                
	 
      	 
      	 
      	 
      
	
                           
          That portion of a Participant’s Account that is
      attributable to minimum contributions required under this Section 15.03,
      to the extent required to be nonforfeitable under Code Section 416(b), may
      not be forfeited under Code Section 411(a)(3)(B).

                
	 
      	 
      	 
      	 
      
	
                  15.04.     Determination
      of Minimum Required Contribution.
      For purposes of determining the amount of any minimum contribution
      required to be made on behalf of a Participant who is not a “key employee”
      for a Plan Year, the Matching Employer Contributions made on behalf of
      such Participant and the Nonelective Employer Contributions allocated to
      such Participant for the Plan Year shall be aggregated. If the aggregate
      amount of such contributions, when expressed as a percentage of such
      Participant’s Compensation for the Plan Year, is less than the minimum
      contribution required to be made to such Participant under Section 15.03,
      the Employer shall make an additional contribution on behalf of such
      Participant in an amount that, when aggregated with the Matching Employer
      Contributions and Nonelective Employer Contributions previously allocated
      to such Participant, will equal the minimum contribution required to be
      made to such Participant under Section 15.03.

                
	 
      	 
      	 
      	 
      
	
                  15.05.     Accelerated
      Vesting.
      For any Plan Year in which the Plan is or is deemed to be a “top-heavy
      plan” and all Plan Years thereafter, the top-heavy vesting schedule
      provided in Subsection 1.22(c) of the Adoption Agreement shall
      automatically apply to the Plan. The top-heavy vesting schedule applies to
      all benefits within the meaning of Code Section 411(a)(7) except those
      already subject to a vesting schedule which vests at least as rapidly in
      all cases as the schedule elected in Subsection 1.22(c) of the Adoption
      Agreement, including benefits accrued before the Plan becomes a “top-heavy
      plan”. Notwithstanding the foregoing provisions of this Section 15.05, the
      top-heavy vesting schedule does not apply to the Account of any
      Participant who does not have an Hour of Service after the Plan initially
      becomes or is deemed to have become a “top-heavy plan” and such Employee’s
      Account attributable to Employer Contributions shall be determined without
      regard to this Section 15.05.

                
	 
      	 
      	 
      	 
      
	
                  15.06.     Exclusion
      of Collectively-Bargained Employees.
      Notwithstanding any other provision of this Article 15, Employees who are
      included in a unit covered by an agreement which the Secretary of Labor
      finds to be a collective bargaining agreement between employee
      representatives and one or more employers shall not be included in
      determining whether or not the Plan is a “top-heavy plan”. In addition,
      such Employees shall not be entitled to a minimum contribution under
      Section 15.03 or accelerated vesting under Section 15.05, unless otherwise
      provided in the collective bargaining
  agreement.

                


        


        
          
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          	Article
      16.   Amendment
      and Termination.
	 
      	 
      	 
      	 
      
	
                  16.01.   
        Amendments
      by the Employer that do Not Affect Volume submitter Status.
      The Employer reserves the authority through a board of directors’
      resolution or similar action, subject to the provisions of Article 1 and
      Section 16.04, to amend the Plan as provided herein, and such amendment
      shall not affect the status of the Plan as a volume submitter
      plan.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)          The
      Employer may amend the Adoption Agreement to make a change or changes in
      the provisions previously elected by it. Such amendment may be made either
      by (1) completing an amended Adoption Agreement, or (2) adopting an
      amendment in the form provided by the Volume Submitter Sponsor. Any such
      amendment must be filed with the Trustee.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)          The
      Employer may adopt certain model amendments published by the Internal
      Revenue Service which specifically provide that their adoption shall not
      cause the Plan to be treated as an individually designed
    plan.

                
	 
      	 
      	 
      	 
      
	
                  16.02.  
         Amendments
      by the Employer Adopting Provisions not Included in Volume Submitter
      Specimen Plan.
      The Employer reserves the authority, subject to the provisions of Section
      16.04, to amend the Plan by adopting provisions that are not included in
      the Volume Submitter Sponsor’s specimen plan. Any such amendment shall be
      made through use of the Superseding Provisions Addendum to the Adoption
      Agreement. Any such amendment may affect the Plan’s status as a volume
      submitter adopter.

                
	 
      	 
      	 
      	 
      
	
                  16.03.    
       Amendment
      by the Volume Submitter Sponsor.
      Effective as of the date the Volume Submitter Sponsor receives approval
      from the Internal Revenue Service of its Volume Submitter specimen plan,
      the Volume Submitter Sponsor may in its discretion amend the volume
      submitter plan at any time, which amendment may also apply to the Plan
      maintained by the Employer. The Volume Submitter Sponsor shall satisfy any
      recordkeeping and notice requirements imposed by the Internal Revenue
      Service in order to maintain its amendment authority. The Volume Submitter
      Sponsor shall provide a copy of any such amendment to each Employer
      adopting its volume submitter plan at the Employer’s last known address as
      shown on the books maintained by the Volume Submitter Sponsor or its
      affiliates.

                
	 
      	 
      	 
      	 
      
	
                          
            Notwithstanding the above, the Volume
      Submitter Sponsor will no longer have the authority to amend the Plan on
      behalf of an adopting Employer as of the earlier of (a) the date the
      Internal Revenue Service requires the Employer to file Form 5300 as an
      individually-designed plan as a result of an Employer amendment to the
      Plan to incorporate a type of plan that is not allowable in the Volume
      Submitter program, as described in Section 16.02 of Rev. Proc. 2005-16 (or
      the successor thereto), or (b) the date the Employer’s Plan is otherwise
      considered an individually-designed plan due to the nature and extent of
      amendments, as described in Section 24.03 of Rev. Proc. 2005-16 (or the
      successor thereto).

                
	 
      	 
      	 
      	 
      
	
                  16.04.   
        Amendments
      Affecting Vested Interest and/or Accrued Benefits.
      Except as permitted by Section 16.05, Section 1.20(d) of the Adoption Agreement, and/or Code
      Section 411(d)(6) and regulations issued thereunder, no amendment to the
      Plan shall be effective to the extent that it has the effect of decreasing
      a Participant’s Account or eliminating an optional form of benefit with
      respect to benefits attributable to service before the amendment.
      Furthermore, if the vesting schedule of the Plan is amended, the
      nonforfeitable interest of a Participant in his Account, determined as of the later of the date the amendment is adopted or the
      date it becomes effective, shall not be less than the Participant’s
      nonforfeitable interest in his Account determined without regard to
      such amendment.

                
	 
      	 
      	 
      	 
      
	
                             
          If the Plan’s vesting schedule is amended because
      of a change to “top-heavy plan” status, as described in Subsection
      15.01(g), the accelerated vesting provisions of Section 15.05 shall
      continue to apply for all Plan Years thereafter, regardless of whether the
      Plan is a “top-heavy plan” for such Plan Year.

                
	 
      	 
      	 
      	 
      
	
                           
            If the Plan’s vesting schedule is amended
      and an Active Participant’s vested interest, as calculated by using the
      amended vesting schedule, is less in any year than the Active
      Participant’s vested interest calculated under the Plan’s
      vesting schedule immediately prior to the amendment, the amended vesting
      schedule shall apply only to Employees first hired on or after the
      effective date of the change in vesting
  schedule.

                


        


        
          
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                  16.05.     Retroactive
      Amendments made by Volume Submitter Sponsor.
      An amendment made by the Volume Submitter Sponsor in accordance with
      Section 16.03 may be made effective on a date prior to the first day of
      the Plan Year in which it is adopted if, in published guidance, the
      Internal Revenue Service either permits or requires such an amendment to
      be made to enable the Plan and Trust to satisfy the applicable
      requirements of the Code and all requirements for the retroactive
      amendment are satisfied.

                
	 
      
	
                  16.06.     Termination
      and Discontinuation of Contributions.
      The Employer has adopted the Plan with the intention and expectation that
      assets shall continue to be held under the Plan on behalf of Participants
      and their Beneficiaries indefinitely and, unless the Plan is a frozen plan
      as provided in Subsection 1.01(g)(5) of the Adoption Agreement, that
      contributions under the Plan shall be continued indefinitely. However,
      said Employer has no obligation or liability whatsoever to maintain the
      Plan for any length of time and may amend the Plan to discontinue
      contributions under the Plan or terminate the Plan at any time without any
      liability hereunder for any such discontinuance or
      termination.

                
	 
      
	
                                 If
      the Plan is not already a frozen plan, the Employer may amend the Plan to
      discontinue further contributions to the Plan by selecting Subsection
      1.01(g)(5) of the Adoption Agreement. An Employer that has selected in
      Subsection 1.01(g)(5) of the Adoption Agreement may change its selection
      and provide for contributions under the Plan to recommence with the
      intention that such contributions continue indefinitely, as provided in
      the preceding paragraph.

                
	 
      
	
                                 The
      Employer may terminate the Plan by written notice delivered to the
      Trustee. Notwithstanding the effective date of the termination of the
      Plan, loan payments being made pursuant to Section 9.07 shall continue to
      be remitted to the Trust until the loan has been defaulted or distributed
      pursuant to Sections 9.10 and 9.11 or Section 9.13,
      respectively.

                
	 
      
	
                  16.07.     Distribution
      upon Termination of the Plan.
      Upon termination or partial termination of the Plan or complete
      discontinuance of contributions thereunder, each Participant (including a
      terminated Participant with respect to amounts not previously forfeited by
      him) who is affected by such termination or partial termination or
      discontinuance shall have a vested interest in his Account of 100 percent.
      Subject to Section 12.01 and Article 14, upon receipt of instructions from
      the Administrator, the Trustee shall distribute to each Participant or
      other person entitled to distribution the balance of the Participant’s
      Account in a single lump sum payment. In the absence of such instructions,
      the Trustee shall notify the Administrator of such situation and the
      Trustee shall be under no duty to make any distributions under the Plan
      until it receives instructions from the Administrator. Upon the completion
      of such distributions, the Trust shall terminate, the Trustee shall be
      relieved from all liability under the Trust, and no Participant or other
      person shall have any claims thereunder, except as required by applicable
      law.

                
	 
      
	
                                 If
      distribution is to be made to a Participant or Beneficiary who cannot be
      located, following the Administrator’s completion of such search methods
      as described in applicable Department of Labor guidance, the Administrator
      shall give instructions to the Trustee to roll over the distribution to an
      individual retirement account established by the Administrator in the name
      of the missing Participant or Beneficiary, which account shall satisfy the
      requirements of the Department of Labor automatic rollover safe harbor
      generally applicable to amounts less than or equal to the maximum cashout
      amount specified in Code Section 401(a)(31)(B)(ii) ($5,000 as of January
      1, 2005) that are mandatorily distributed from the Plan. In the absence of
      such instructions, the Trustee shall make no distribution to the
      distributee.

                
	 
      
	
                  16.08.     Merger
      or Consolidation of Plan; Transfer of Plan Assets.
      In case of any merger or consolidation of the Plan with, or transfer of
      assets and liabilities of the Plan to, any other plan, provision must be
      made so that each Participant would, if the Plan then terminated, receive
      a benefit immediately after the merger, consolidation or transfer which is
      equal to or greater than the benefit he would have been entitled to
      receive immediately before the merger, consolidation or transfer if the
      Plan had then
terminated.

                


        


        
          
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                  Article
      17.

                	
                  Amendment
      and Continuation of Prior Plan; Transfer of Funds to or from Other
      Qualified Plans.

                
	 
      	 
      	 
      	 
      
	
                       17.01.     Amendment
      and Continuation of Prior Plan.
      In the event the Employer has previously established a plan (the “prior
      plan”) which is a defined contribution plan under the Code and which on
      the date of adoption of the Plan meets the applicable requirements of Code
      Section 401(a), the Employer may, in accordance with the provisions of the
      prior plan, amend and restate the prior plan in the form of the Plan and
      become the Employer hereunder, subject to the
following:

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)          Subject
      to the provisions of the Plan, each individual who was a Participant in
      the prior plan immediately prior to the effective date of such amendment
      and restatement shall become a Participant in the Plan on the effective
      date of the amendment and restatement, provided he is an Eligible Employee
      as of that date.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)          Except
      as provided in Section 16.04, no election may be made under the vesting
      provisions of the Adoption Agreement if such election would reduce the
      benefits of a Participant under the Plan to less than the benefits to
      which he would have been entitled if he voluntarily separated from the
      service of the Employer immediately prior to such amendment and
      restatement.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (c)          No
      amendment to the Plan shall decrease a Participant’s accrued benefit or
      eliminate an optional form of benefit, except as permitted under Subsection 1.20(d) of the Adoption
      Agreement.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (d)          The
      amounts standing to the credit of a Participant’s account immediately
      prior to such amendment and restatement which represent the amounts
      properly attributable to (1) contributions by the Participant and (2)
      contributions by the Employer and forfeitures shall constitute the opening
      balance of his Account or Accounts under the Plan.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (e)          Amounts
      being paid to an Inactive Participant or to a Beneficiary in accordance
      with the provisions of the prior plan shall continue to be paid in
      accordance with such provisions.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (f)          Any
      election and waiver of the “qualified preretirement survivor annuity”, as
      defined in Section 14.01, in effect after August 23, 1984, under the prior
      plan immediately before such amendment and restatement shall be deemed a
      valid election and waiver of Beneficiary under Section 14.04 if such
      designation satisfies the requirements of Sections 14.05 and 14.06, unless
      and until the Participant revokes such election and waiver under the
      Plan.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (g)         All
      assets of the predecessor trust shall be invested by the Trustee as soon
      as reasonably practicable pursuant to Article 8. The Employer agrees to
      assist the Trustee in any way requested by the Trustee in order to
      facilitate the transfer of assets from the predecessor trust to the Trust
      Fund.

                
	 
      	 
      	 
      	 
      
	
                       17.02.     Transfer
      of Funds from an Existing Plan.
      The Employer may from time to time direct the Trustee, in accordance with
      such rules as the Trustee may establish, to accept cash, allowable Fund
      Shares or participant loan promissory notes transferred for the benefit of
      Participants from a trust forming part of another qualified plan under the
      Code, provided such plan is a defined contribution plan. Such transferred
      assets shall become assets of the Trust as of the date they are received
      by the Trustee. Such transferred assets shall be credited to Participants’
      Accounts in accordance with their respective interests immediately upon
      receipt by the Trustee. A Participant’s vested interest under the Plan in
      transferred assets which were fully vested and nonforfeitable under the
      transferring plan or which were transferred to the Plan in a manner
      intended to satisfy the requirements of subsection (b) of this Section
      17.02 shall be fully vested and nonforfeitable at all times. A
      Participant’s interest under the Plan in transferred assets which were
      transferred to the Plan in a manner intended to satisfy the requirements
      of subsection (a) of this Section 17.02 shall be determined in accordance
      with the terms of the Plan, but applying the Plan’s vesting schedule or
      the transferor plan’s vesting schedule, whichever is more favorable, for
      each year of Vesting Service completed by the Participant. Such
      transferred assets shall be invested by the Trustee in accordance with the
      provisions of Subsection 17.01(g) as if such assets were transferred from
      a prior plan, as defined in Section 17.01. Except as otherwise
      provided below, no transfer of assets in accordance with this Section
      17.02 may cause a loss of an accrued or optional form of benefit protected
      by Code Section
411(d)(6).

                


        


        
          
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        The terms of the Plan as in effect at the time of the transfer
      shall apply to the amounts transferred regardless of whether such
      application would have the effect of eliminating or reducing an optional
      form of benefit protected by Code Section 411(d)(6) which was previously
      available with respect to any amount transferred to the Plan pursuant to
      this Section 17.02, provided that such transfer satisfies the requirements
      set forth in either (a) or (b):

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  (1)          The
      transfer is conditioned upon a voluntary, fully informed election by the
      Participant to transfer his entire account balance to the Plan. As an
      alternative to the transfer, the Participant is offered the opportunity to
      retain the form of benefit previously available to him (or, if the
      transferor plan is terminated, to receive any optional form of benefit for
      which the participant is eligible under the transferor plan as required by
      Code Section 411(d)(6));

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)          If
      the defined contribution plan from which the transfer is made includes a
      qualified cash or deferred arrangement, the Plan includes a cash or
      deferred arrangement;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (3)          The
      defined contribution plan from which the transfer is made is not a money
      purchase pension plan and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (4)          The
      transfer is made either in connection with an asset or stock acquisition,
      merger or other similar transaction involving a change in employer of the
      employees of a trade or business (i.e., an acquisition or disposition
      within the meaning of Section 1.410(b)-2(f) of the Treasury Regulations)
      or in connection with the participant’s change in employment status such
      that the participant is not entitled to additional allocations under the
      transferor plan.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  (1)          The
      transfer satisfies the requirements of subsection (a)(1) of this Section
      17.02;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)          The
      transfer occurs at a time when the Participant is eligible, under the
      terms of the transferor plan, to receive an immediate distribution of his
      account;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (3)          The
      transfer occurs at a time when the participant is not eligible to receive
      an immediate distribution of his entire nonforfeitable account balance in
      a single sum distribution that would consist entirely of an eligible
      rollover distribution within the meaning of Code Section 401(a)(31)(C);
      and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (4)          The
      amount transferred, together with the amount of any contemporaneous Code
      Section 401(a)(31) direct rollover to the Plan, equals the entire
      nonforfeitable account of the participant whose account is being
      transferred.

                
	 
      	 
      	 
      	 
      
	
                           
         It is the Employer’s obligation to ensure that all
      assets of the Plan, other than those maintained in a separate trust or
      fund pursuant to the provisions of Section 20.10, are transferred to the
      Trustee. The Trustee shall have no liability for and no duty to inquire
      into the administration of such transferred assets for periods prior to
      the transfer.

                
	 
      	 
      	 
      	 
      
	
                       17.03.     Acceptance
      of Assets by Trustee.
      The Trustee shall not accept assets which are not either in a medium
      proper for investment under the Plan, as set forth in the Plan and the
      Service Agreement, or in cash. Such assets shall be accompanied by
      instructions in writing (or such other medium as may be acceptable to the
      Trustee) showing separately the respective contributions by the prior
      employer and by the Participant, and identifying the assets attributable
      to such contributions. The Trustee shall establish such accounts as may be
      necessary or appropriate to reflect such contributions under the Plan. The
      Trustee shall hold such assets for investment in accordance with the
      provisions of Article 8, and shall in accordance with the instructions of
      the Employer make appropriate credits to the Accounts of the Participants
      for whose benefit assets have been
transferred.

                


        


        
          
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                       17.04.     Transfer
      of Assets from Trust.
      The Employer may direct the Trustee to transfer all or a specified portion
      of the Trust assets to any other plan or plans maintained by the Employer
      or the employer or employers of an Inactive Participant or Participants,
      provided that the Trustee has received evidence satisfactory to it that
      such other plan meets all applicable requirements of the Code, subject to
      the following:

                
	 
      	 
      	 
      	 
      
	 
      	
                            (a)          The
      assets so transferred shall be accompanied by instructions from the
      Employer naming the persons for whose benefit such assets have been
      transferred, showing separately the respective contributions by the
      Employer and by each Inactive Participant, if any, and identifying the
      assets attributable to the various contributions. The Trustee shall not
      transfer assets hereunder until all applicable filing requirements are
      met. The Trustee shall have no further liabilities with respect to assets
      so transferred.

                
	 
      	 
      	 
      	 
      
	 
      	
                            (b)          A
      transfer of assets made pursuant to this Section 17.04 may result in the
      elimination or reduction of an optional form of benefit protected by Code
      Section 411(d)(6), provided that the transfer satisfies the requirements
      set forth in either (1) or (2):

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)

                	
                  (i)          The
      transfer is conditioned upon a voluntary, fully informed election by the
      Participant to transfer his entire Account to the other defined
      contribution plan. As an alternative to the transfer, the Participant is
      offered the opportunity to retain the form of benefit previously available
      to him (or, if the Plan is terminated, to receive any optional form of
      benefit for which the Participant is eligible under the Plan as required
      by Code Section 411(d)(6));

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (ii)         If
      the Plan includes a qualified cash or deferred arrangement under Code
      Section 401(k), the defined contribution plan to which the transfer is
      made must include a qualified cash or deferred arrangement;
      and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (iii)        The
      transfer is made either in connection with an asset or stock acquisition,
      merger or other similar transaction involving a change in employer of the
      employees of a trade or business (i.e., an acquisition or disposition
      within the meaning of Section 1.410(b)-2(f) of the Treasury Regulations)
      or in connection with the Participant’s change in employment status such
      that the Participant becomes an Inactive Participant.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)

                	
                  (i)          The
      transfer satisfies the requirements of subsection (1)(i) of this Section
      17.04;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (ii)         The
      transfer occurs at a time when the Participant is eligible, under the
      terms of the Plan, to receive an immediate distribution of his
      benefit;

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (iii)        The
      transfer occurs at a time when the Participant is not eligible to receive
      an immediate distribution of his entire nonforfeitable Account in a single
      sum distribution that would consist entirely of an eligible rollover
      distribution within the meaning of Code Section
    401(a)(31)(C);

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (iv)        The
      Participant is fully vested in the transferred amount in the transferee
      plan; and

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (v)         The
      amount transferred, together with the amount of any contemporaneous Code
      Section 401(a)(31) direct rollover to the transferee plan, equals the
      entire nonforfeitable Account of the Participant whose Account is being
      transferred.

                


        


        
          
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                  Article
      18.

                	
                  Miscellaneous.

                


        

         

        18.01.     Communication
to Participants.
The Plan shall be communicated to all Eligible Employees by the Employer
promptly after the Plan is adopted.

         

        18.02.     Limitation
of Rights.
Neither the establishment of the Plan and the Trust, nor any amendment
thereof, nor the creation of any fund or account, nor the payment of any
benefits, shall be construed as giving to any Participant or other person any
legal or equitable right against the Employer, Administrator or Trustee, except
as provided herein; and in no event shall the terms of employment or service of
any Participant be modified or in any way affected hereby. It is a condition of
the Plan, and each Participant expressly agrees by his participation herein,
that each Participant shall look solely to the assets held in the Trust for the
payment of any benefit to which he is entitled under the
Plan.

         

        18.03.     Nonalienability
of Benefits.
Except as provided in Code Sections 401(a)(13)(C) and (D) (relating to offsets
ordered or required under a criminal conviction involving the Plan, a civil
judgment in connection with a violation or alleged violation of fiduciary
responsibilities under ERISA, or a settlement agreement between the Participant
and the Department of Labor in connection with a violation or alleged violation
of fiduciary responsibilities under ERISA), Section 1.401(a)-13(b)(2) of the
Treasury Regulations (relating to Federal tax levies), or as otherwise required
by law, the benefits provided hereunder shall not be subject to alienation,
assignment, garnishment, attachment, execution or levy of any kind, either
voluntarily or involuntarily, and any attempt to cause such benefits to be so
subjected shall not be recognized. The preceding sentence shall also 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 in accordance with procedures established by the
Administrator to be a qualified domestic relations order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1,
1985.

         

        18.04.     Qualified
Domestic Relations Orders Procedures.
The Administrator must establish reasonable procedures to determine the
qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Participant and any alternate payee named in the order
shall be notified, in writing, of the receipt of the order and the Plan’s
procedures for determining the qualified status of the order. Within a
reasonable period of time after receiving the domestic relations order, the
Administrator must determine the qualified status of the order. The Participant
and each alternate payee shall be provided notice of such determination by
mailing to the individual’s address specified in the domestic relations order,
or in a manner consistent with the Department of Labor
regulations.

         

                       If
any portion of the Participant’s Account is payable during the period the
Administrator is making its determination of the qualified status of the
domestic relations order, the Administrator must make a separate accounting of
the amounts payable. If the Administrator determines the order is a qualified
domestic relations order within 18 months of the date amounts first are payable
following receipt of the order, the Administrator shall direct the Trustee to
distribute the payable amounts in accordance with the order. If the
determination of the qualified status of the order is not made within the
18-month determination period, the Administrator shall direct the Trustee to
distribute the payable amounts in the manner the Plan would distribute if the
order did not exist and shall apply the order prospectively if the Administrator
later determines that the order is a qualified domestic relations
order.

         

                       The
Trustee shall set up segregated accounts for each alternate payee as directed by
the Administrator.

         

                       A
domestic relations order shall not fail to be deemed a qualified domestic
relations order merely because it permits distribution or requires segregation
of all or part of a Participant’s Account with respect to an alternate payee
prior to the Participant’s earliest retirement age (as defined in Code Section
414(p)) under the Plan. A distribution to an alternate payee prior to the
Participant’s attainment of the earliest retirement age is available only if the
order provides for distribution at that time and the alternate payee consents to
a distribution occurring prior to the Participant’s attainment of earliest
retirement age.


        
          
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                       Notwithstanding
any other provisions of this Section or of a domestic relations order, if the
Employer has elected to cash out small Accounts as provided in Subsection
1.20(e)(1) of the Adoption Agreement and the alternate payee’s
benefits under the Plan do not exceed the maximum cash out limit permitted under
Code Section 411(a)(11)(A) ($5,000 as of January 1, 2005), distribution shall be
made to the alternate payee in a lump sum as soon as practicable following the
Administrator’s determination that the order is a qualified domestic relations
order.

         

        18.05.     Application
of Plan Provisions for Multiple Employer Plans.
Notwithstanding any other provision of the Plan to the contrary, if one of the
Employers designated in Subsection 1.02(b) of the Adoption Agreement is or
ceases to be a Related Employer (hereinafter “un-Related Employer”), the Plan
shall be treated as a multiple employer plan (as defined in Code Section 413(c))
in accordance with applicable guidance.

         

                        For
the period, if any, that the Plan is a multiple employer plan, each un-Related
Employer shall be treated as a separate Employer for purposes of contributions,
application of the “ADP” and “ACP” tests described in Sections 6.03 and 6.06,
top-heavy determinations and application of the top-heavy requirements under
Article 15, and application of such other Plan provisions as the Employers
determine to be appropriate. For any such period, the Volume Submitter Sponsor
shall continue to treat the Employer as participating in this volume submitter
plan arrangement for purposes of notice or other communications in connection
with the Plan, and other Plan-related services. The Administrator shall be
responsible for administering the Plan as a multiple employer plan.

         

        18.06.     Veterans
Reemployment Rights. Notwithstanding any other provision of the Plan to
the contrary, contributions, benefits, and service credit with respect to
qualified military service shall be provided in accordance with Code Section
414(u) and the regulations thereunder. The Administrator shall notify the
Trustee of any Participant with respect to whom additional contributions are
made because of qualified military service. Additional contributions made to the
Plan pursuant to Code Section 414(u) shall be treated as Deferral Contributions
(if Option 1.07(a)(5) is selected in the Adoption Agreement,
including, to the extent designated by the Participant, Roth 401(k)
Contributions), Employee Contributions, Matching Employer Contributions,
Qualified Matching Employer Contributions, Qualified Nonelective Employer
Contributions, or Nonelective Employer Contributions based on the character of
the contribution they are intended to replace; provided, however, that the Plan
shall not be treated as failing to meet the requirements of Code Section
401(a)(4), 401(k)(3), 401(k)(12), 401(m), 410(b), or 416 by reason of the making
of or the right to make such contribution.

         

        18.07.     Facility
of Payment.
In the event the Administrator determines, on the basis of medical reports or
other evidence satisfactory to the Administrator, that the recipient of any
benefit payments under the Plan is incapable of handling his affairs by reason
of minority, illness, infirmity or other incapacity, the Administrator may
direct the Trustee to disburse such payments to a person or institution
designated by a court which has jurisdiction over such recipient or a person or
institution otherwise having the legal authority under state law for the care
and control of such recipient. The receipt by such person or institution of any
such payments shall be complete acquittance therefore, and any such payment to
the extent thereof, shall discharge the liability of the Trust for the payment
of benefits hereunder to such recipient.

         

        18.08.     Information
between Employer and/or Administrator and Trustee.
The Employer and/or Administrator will furnish the Trustee, and the
Trustee will furnish the Employer and/or Administrator, with such information
relating to the Plan and Trust as may be required by the other in order to carry
out their respective duties hereunder, including without limitation information
required under the Code and any regulations issued or forms adopted by the
Treasury Department thereunder or under the provisions of ERISA and any
regulations issued or forms adopted by the Department of Labor
thereunder.

         

        18.09.     Effect
of Failure to Qualify Under Code.
Notwithstanding any other provision contained herein, if the Employer’s plan
fails to be a qualified plan under the Code, such plan can no longer participate
in this volume submitter plan arrangement and shall be considered an
individually designed plan.

         

        18.10.     Directions,
Notices and Disclosure.
Any notice or other communication in connection with this Plan shall be
deemed delivered in writing if addressed as follows and if either actually
delivered at said address or, in the case of a letter, three business days shall
have elapsed after the same shall have been deposited in the United States mail,
first-class postage prepaid and registered or certified:


        
          
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                    (a)          If
      to the Employer or Administrator, to it at the address as the
      Administrator shall direct pursuant to the Service
    Agreement;

                
	 
      	 
      
	 
      	
                    (b)          If
      to the Trustee, to it at the address set forth in Subsection 1.03(a) of
      the Adoption Agreement;

                


        

         

        or, in
each case at such other address as the addressee shall have specified by written
notice delivered in accordance with the foregoing to the addressor’s then
effective notice address.

         

                       Any
direction, notice or other communication provided to the Employer, the
Administrator or the Trustee by another party which is stipulated to be in
written form under the provisions of this Plan may also be provided in any
medium which is permitted under applicable law or regulation. Any written
communication or disclosure to Participants required under the provisions of
this Plan may be provided in any other medium (electronic, telephone or
otherwise) that is permitted under applicable law or regulation.

         

        18.11.     Governing
Law.
The Plan and the accompanying Adoption Agreement shall be construed,
administered and enforced according to ERISA, and to the extent not preempted
thereby, the laws of the Commonwealth of Massachusetts.

         

        18.12.     Discharge
of Duties by Fiduciaries.
The Trustee, the Employer and any other fiduciary shall discharge their duties
under the Plan in accordance with the requirements of ERISA solely in the
interests of Participants and their Beneficiaries and with the care, skill,
prudence, and diligence under the applicable circumstances that a prudent man
acting in a like capacity and familiar with such matters would use in conducting
an enterprise of like character with like aims.

        
          	 
      	 
      
	
                  Article
      19.

                	
                  Plan
      Administration.

                


        

         

        19.01.     Powers
and Responsibilities of the Administrator.
The
Administrator has the full power and the full responsibility to
administer the Plan in all of its details, subject, however, to the requirements
of ERISA. The Administrator is the agent for service of legal process for the
Plan. In addition to the powers and authorities expressly conferred upon it in
the Plan, the Administrator shall have all such powers and authorities as may be
necessary to carry out the provisions of the Plan, including the discretionary
power and authority to interpret and construe the provisions of the Plan, such
interpretation to be final and conclusive on all persons claiming benefits under
the Plan; to make benefit determinations; to utilize the correction programs or
systems established by the Internal Revenue Service (such as the Employee Plans
Compliance and Resolution System) or the Department of Labor; and to resolve any
disputes arising under the Plan. The Administrator may, by written instrument,
allocate and delegate its fiduciary responsibilities in accordance with ERISA
Section 405, including allocation of such responsibilities to an administrative
committee formed to administer the Plan.

         

        19.02.     Nondiscriminatory
Exercise of Authority.
Whenever, in the administration of the Plan, any discretionary action by
the Administrator is required, the Administrator shall exercise its authority in
a nondiscriminatory manner so that all persons similarly situated shall receive
substantially the same treatment.

         

        19.03.     Claims
and Review Procedures.
As required under Section 2560.503-1(b)(2) of Regulations issued by the
Department of Labor, the claims and review procedures are described in detail in
the Summary Plan Description for the Plan.

         

        19.04.     Named
Fiduciary.
The Administrator is a “named fiduciary” for purposes of ERISA Section
402(a)(1) and has the powers and responsibilities with respect to the management
and operation of the Plan described herein.


        
          
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        19.05.  
   Costs
of Administration.
Unless paid by the Employer, all reasonable costs and expenses (including legal,
accounting, and employee communication fees) incurred by the Administrator and
the Trustee in administering the Plan and Trust may be paid from the forfeitures
(if any) resulting under Section 11.08, or from the remaining Trust Fund. All
such costs and expenses paid from the Trust Fund shall, unless allocable to the
Accounts of particular Participants, be charged against the Accounts of all
Participants as provided in the Service Agreement.

        
          	 
      	 
      
	
                  Article
      20.

                	
                   Trust
      Agreement.

                


        

         

        20.01.   
  Acceptance
of Trust Responsibilities.
By executing the Adoption Agreement, the Employer establishes a trust to hold
the assets of the Plan that are invested in Permissible Investments. By
executing the Adoption Agreement, the Trustee agrees to accept the rights,
duties and responsibilities set forth in this Article. If the Plan is an
amendment and restatement of a prior plan, the Trustee shall have no liability
for and no duty to inquire into the administration of the assets of the Plan for
periods prior to the date such assets are transferred to the
Trust.

         

        20.02.   
  Establishment
of Trust Fund.
A trust is hereby established under the Plan. The Trustee shall open and
maintain a trust account for the Plan and, as part thereof, Accounts for such
individuals as the Employer shall from time to time notify the Trustee are
Participants in the Plan. The Trustee shall accept and hold in the Trust Fund
such contributions on behalf of Participants as it may receive from time to time
from the Employer. The Trust Fund shall be fully invested and reinvested in
accordance with the applicable provisions of the Plan in Fund Shares or as
otherwise provided in Section 20.10.

         

        20.03.   
  Exclusive
Benefit.
The Trustee shall hold the assets of the Trust Fund for the exclusive
purpose of providing benefits to Participants and Beneficiaries and defraying
the reasonable expenses of administering the Plan. No assets of the Plan shall
revert to the Employer except as specifically permitted by the terms of the
Plan.

         

        20.04.   
  Powers
of Trustee.
The Trustee shall have no discretion or authority with respect to the
investment of the Trust Fund but shall act solely as a directed trustee of the
funds contributed to it. In addition to and not in limitation of such powers as
the Trustee has by law or under any other provisions of the Plan, the Trustee
shall have the following powers, each of which the Trustee exercises solely as a
directed trustee in accordance with the written direction of the Employer except
to the extent a Plan asset is subject to Participant direction of investment and
provided that no such power shall be exercised in any manner inconsistent with
the provisions of ERISA:

        
          	 
      	 
      
	 
      	
                  (a)          to
      deal with all or any part of the Trust Fund and to invest all or a part of
      the Trust Fund in Permissible Investments, without regard to the law of
      any state regarding proper investment;

                
	 
      	 
      
	 
      	
                  (b)          to
      transfer to and invest all or any part of the Trust in any collective
      investment trust which is then maintained by a bank or trust company (or
      any affiliate) and which is tax-exempt pursuant to Code Section 501(a) and
      Rev. Rul. 81-100; provided that such collective investment trust is a
      Permissible Investment; and provided, further, that the instrument
      establishing such collective investment trust, as amended from time to
      time, shall govern any investment therein, and is hereby made a part of
      the Plan and this Trust Agreement to the extent of such investment
      therein;

                
	 
      	 
      
	 
      	
                  (c)          to
      retain uninvested such cash as the Named Fiduciary or Administrator may,
      from time to time, direct;

                
	 
      	 
      
	 
      	
                  (d)          to
      sell, lease, convert, redeem, exchange, or otherwise dispose of all or any
      part of the assets constituting the Trust Fund;

                
	 
      	 
      
	 
      	
                  (e)       
         to borrow funds from a bank or other financial institution
      not affiliated with the Trustee in order to provide sufficient liquidity
      to process Plan transactions in a timely fashion, provided that the cost
      of borrowing shall be allocated in a reasonable fashion to the Permissible
      Investment(s) in need of
  liquidity;

                


        


        
          
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                  (f)          to
      enforce by suit or otherwise, or to waive, its rights on behalf of the
      Trust, and to defend claims asserted against it or the Trust, provided
      that the Trustee is indemnified to its satisfaction against liability and
      expenses;

                
	 
      	 
      
	 
      	
                  (g)         to
      employ legal, accounting, clerical, and other assistance to carry out the
      provisions of this Trust and to pay the reasonable expenses of such
      employment, including compensation, from the Trust if not paid by the
      Employer;

                
	 
      	 
      
	 
      	
                  (h)         to
      compromise, adjust and settle any and all claims against or in favor of it
      or the Trust;

                
	 
      	 
      
	 
      	
                  (i)          to
      oppose, or participate in and consent to the reorganization, merger,
      consolidation, or readjustment of the finances of any enterprise, to pay
      assessments and expenses in connection therewith, and to deposit
      securities under deposit agreements;

                
	 
      	 
      
	 
      	
                  (j)          to
      apply for or purchase annuity contracts in accordance with Article
      14;

                
	 
      	 
      
	 
      	
                  (k)         to
      hold securities unregistered, or to register them in its own name or in
      the name of nominees in accordance with the provisions of Section
      2550.403a-1(b) of Department of Labor Regulations;

                
	 
      	 
      
	 
      	
                  (l)          to
      appoint custodians to hold investments within the jurisdiction of the
      district courts of the United States and to deposit securities with stock
      clearing corporations or depositories or similar
      organizations;

                
	 
      	 
      
	 
      	
                  (m)        to
      make, execute, acknowledge and deliver any and all instruments that it
      deems necessary or appropriate to carry out the powers herein
      granted;

                
	 
      	 
      
	 
      	
                  (n)         generally
      to exercise any of the powers of an owner with respect to all or any part
      of the Trust Fund; and

                
	 
      	 
      
	 
      	
                  (o)         to
      take all such actions as may be necessary under the Trust Agreement, to
      the extent consistent with applicable
law.

                


        

         

        The
Employer specifically acknowledges and authorizes that affiliates of the Trustee
may act as its agent in the performance of ministerial, nonfiduciary duties
under the Trust.

         

        The
Trustee shall provide the Employer with reasonable notice of any claim filed
against the Plan or Trust or with regard to any related matter, or of any claim
filed by the Trustee on behalf of the Plan or Trust or with regard to any
related matter.

         

        20.05.      
 Accounts.
The Trustee shall keep full accounts of all receipts and disbursements and other
transactions hereunder. Within 120 days after the close of each Plan Year and at
such other times as may be appropriate, the Trustee shall determine the then net
fair market value of the Trust Fund as of the close of the Plan Year, as of the
termination of the Trust, or as of such other time, whichever is applicable, and
shall render to the Employer and Administrator an account of its administration
of the Trust during the period since the last such accounting, including all
allocations made by it during such period.

         

        20.06.      
 Approval
of Accounts.
To the extent permitted by law, the written approval of any account by
the Employer or Administrator shall be final and binding, as to all matters and
transactions stated or shown therein, upon the Employer, Administrator,
Participants and all persons who then are or thereafter become interested in the
Trust. The failure of the Employer or Administrator to notify the Trustee within
six months after the receipt of any account of its objection to the account
shall, to the extent permitted by law, be the equivalent of written approval. If
the Employer or Administrator files any objections within such six month period
with respect to any matters or transactions stated or shown in the account, and
the Employer or Administrator and the Trustee cannot amicably settle the
question raised by such objections, the Trustee shall have the right to have
such questions settled by judicial proceedings. Nothing herein contained shall
be construed so as to deprive the Trustee of the right to have judicial
settlement of its accounts. In any proceeding for a judicial settlement of any
account or for instructions, the only necessary parties shall be the Trustee,
the Employer and the Administrator.


        
          
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        20.07.   
    Distribution
from Trust Fund.
The Trustee shall make such distributions from the Trust Fund as the
Employer or Administrator may direct (in writing or such other medium as may be
acceptable to the Trustee), consistent with the terms of the Plan and either for
the exclusive benefit of Participants or their Beneficiaries, or for the payment
of expenses of administering the Plan.

         

        20.08.       
Transfer
of Amounts from Qualified Plan.
If amounts are to be transferred to the Plan from another qualified plan or
trust under Code Section 401(a), such transfer shall be made in accordance with
the provisions of the Plan and with such rules as may be established by the
Trustee. The Trustee shall only accept assets which are in a medium proper for
investment under this Trust Agreement or in cash, and that are accompanied in a
timely manner, as agreed to by the Administrator and the Trustee, by
instructions in writing (or such other medium as may be acceptable to the
Trustee) showing separately the respective contributions by the prior employer
and the transferring Employee, the records relating to such contributions, and
identifying the assets attributable to such contributions. The Trustee shall
hold such assets for investment in accordance with the provisions of this Trust
Agreement.

         

        20.09.      
 Transfer
of Assets from Trust.
Subject to the provisions of the Plan, the Employer may direct the
Trustee to transfer all or a specified portion of the Trust assets to any other
plan or plans maintained by the Employer or the employer or employers of an
Inactive Participant or Participants, provided that the Trustee has received
evidence satisfactory to it that such other plan meets all applicable
requirements of the Code. The assets so transferred shall be accompanied by
written instructions from the Employer naming the persons for whose benefit such
assets have been transferred, showing separately the respective contributions by
the Employer and by each Participant, if any, and identifying the assets
attributable to the various contributions. The Trustee shall have no further
liabilities with respect to assets so transferred.

         

        20.10.       
Separate
Trust or Fund for Existing Plan Assets.
With the consent of the Trustee, the Employer may maintain a trust or fund
(including a group annuity contract) under this volume submitter plan document
separate from the Trust Fund for Plan assets which are not Permissible
Investments listed in the Service Agreement and which (i) are purchased prior to
the adoption of this volume submitter plan document or (ii) are transferred to
the Plan in connection with the merger of another plan into the Plan, provided
that such transferred assets were acquired by such other plan prior to the
merger date specified for such other plan in the Plan Mergers Addendum to the
Adoption Agreement. The Trustee shall have no authority and no responsibility
for the Plan assets held in such separate trust or fund. The Employer shall be
responsible for assuring that such separate trust or fund is maintained pursuant
to a separate trust agreement signed by the Employer and a trustee. The duties
and responsibilities of the trustee of a separate trust shall be provided by the
separate trust agreement, between the Employer and the trustee of the separate
trust. Notwithstanding any other provision of the Plan to the contrary, in the
event such separate trust contains illiquid assets, to the extent a
Participant’s account is invested in such illiquid assets and Plan loans are
otherwise available, such illiquid assets shall be disregarded in determining
the amount available as a loan from the Plan and shall in no event be included
in a Plan loan.

         

        Notwithstanding
the preceding paragraph, the Trustee or an affiliate of the Trustee may agree in
writing to provide ministerial recordkeeping services for guaranteed investment
contracts held in the separate trust or fund. The guaranteed investment
contract(s) shall be valued as directed by the Employer or the trustee of the
separate trust.

         

        The
trustee of the separate trust shall be the owner of any insurance contract
purchased prior to the adoption of this volume submitter plan document. The
insurance contract(s) must provide that proceeds shall be payable to the trustee
of the separate trust; provided, however, that the trustee of the separate trust
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 shall be the designated
Beneficiary of the proceeds in all circumstances unless a qualified election has
been made in accordance with Article 14. Under no circumstances shall the trust
retain any part of the proceeds. In the event of any conflict between the terms
of the Plan and the terms of any insurance contract purchased hereunder, the
Plan provisions shall control.


        
          
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         Any
life insurance contracts held in the Trust Fund or in the separate trust are
subject to the following limits:

        
          	 
      	 
      
	 
      	
                  (a)        
      Ordinary life - 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 held,
      less than 1/2 of the aggregate employer contributions allocated to any
      Participant shall be used to pay the premiums attributable to
      them.

                
	 
      	 
      
	 
      	
                  (b)          Term
      and universal life - No more than 1/4 of the aggregate employer
      contributions allocated to any participant shall 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 1/2 of the ordinary life insurance premiums and all other
      life insurance premiums shall not exceed 1/4 of the aggregate employer
      contributions allocated to any
Participant.

                


        

         

        20.11.       
 Self-Directed
Brokerage Option.
If one of the Permissible Investments under the Plan is Fidelity
BrokerageLink®, the self-directed brokerage option (“BrokerageLink”), the
Employer hereby directs the Trustee to use Fidelity Brokerage Services LLC
(“FBSLLC”) to purchase or sell individual securities for each Participant
BrokerageLink account (“PBLA”) in accordance with investment directions provided
by such Participant. The Employer directs the Trustee to establish a PBLA with
FBSLLC in the name of the Trustee for each Participant electing to utilize the
BrokerageLink option. Each electing Participant shall be granted limited trading
authority over the PBLA established for such Participant, and FBSLLC shall
accept and act upon instructions from such Participants to buy, sell, exchange,
convert, tender, trade and otherwise acquire and dispose of securities in the
PBLA. The provision of BrokerageLink shall be subject to the
following:

        
          	 
      	 
      
	 
      	
                  (a)          Each
      Participant who elects to utilize the BrokerageLink option must complete a
      BrokerageLink Participant Acknowledgement Form which incorporates the
      provisions of the BrokerageLink Account Terms and Conditions. Upon
      acceptance by FBSLLC of the BrokerageLink Participant Acknowledgement
      Form, FBSLLC will establish a PBLA for the Participant. Participant
      activity in the PBLA will be governed by the BrokerageLink Participant
      Acknowledgement Form and the BrokerageLink Account Terms and Conditions.
      If the BrokerageLink Participant Acknowledgement Form or the BrokerageLink
      Account Terms and Conditions conflicts with the terms of this Trust, the
      Plan or an applicable statute or regulation, the Trust, the Plan or the
      applicable statute or regulation shall control.

                
	 
      	 
      
	 
      	
                  (b)         Any
      successor organization of FBSLLC, through reorganization, consolidation,
      merger or similar transactions, shall, upon consummation of such
      transaction, become the successor broker in accordance with the terms of
      this authorization provision.

                
	 
      	 
      
	 
      	
                  (c)         The
      Trustee and FBSLLC shall continue to rely on this direction provision
      until notified to the contrary. The Employer reserves the right to
      terminate this direction upon written notice to FBSLLC (or its successor)
      and the Trustee, such termination to be implemented as soon as
      administratively feasible. Such notice shall be deemed a direction to
      terminate BrokerageLink as an investment option.

                
	 
      	 
      
	 
      	
                  (d)         The
      Trustee shall provide the Employer with a list of the types of securities
      which may not be purchased under BrokerageLink. Administrative procedures
      governing investment in and withdrawals from a PBLA will also be provided
      to the Employer by the Trustee.

                
	 
      	 
      
	 
      	
                  (e)          With
      respect to exchanges from the Participant’s Account holding investments
      outside of the BrokerageLink option (hereinafter, the “SPO”) into the
      PBLA, the named fiduciary hereby directs the Trustee to submit for
      processing all instructions for purchases into the core account indicated
      in the BrokerageLink
      Account Terms and Conditions (the “BrokerageLink Core Account”) received
      before the close of the New York Stock Exchange (“NYSE”) on a particular
      date resulting from such exchange requests the next day that the NYSE is
      operating.

                


        


        
          
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                  (f)          A
      Participant has the authority to designate an agent to have limited
      trading authority over assets in the PBLA established for such
      Participant. Such agent as the Participant may designate shall have the
      same authority to trade in and otherwise transact business in the PBLA, in
      the same manner and to the same extent as the Participant is otherwise
      empowered to do hereunder, and FBSLLC shall act upon instructions from the
      agent as if the instructions had come from the Participant. Designation of
      an agent by the Participant is subject to acceptance by FBSLLC of a
      completed BrokerageLink Third Party Limited Trading Authorization Form,
      the terms of which shall govern the activity of the Participant and the
      authorized agent. In the event that a provision of the BrokerageLink Third
      Party Limited Trading Authorization Form conflicts with the terms of the
      BrokerageLink Participant Acknowledgement Form, the BrokerageLink Account
      Terms and Conditions, this Trust, the Plan or an applicable statute or
      regulation, the terms of the BrokerageLink Participant Acknowledgement
      Form, the Brokerage Link Account Terms and Conditions, this Trust, the
      Plan or the applicable statute or regulation shall
  control.

                
	 
      	 
      
	 
      	
                  (g)         The
      Participant shall be solely responsible for receiving and responding to
      all trade confirmations, account statements, prospectuses, annual reports,
      proxies and other materials that would otherwise be distributed to the
      owner of the PBLA. With respect to proxies for securities held in the
      PBLA, FBSLLC shall send a copy of the meeting notice and all proxies and
      proxy solicitation materials, together with a voting direction form, to
      the Participant and the Participant shall have the authority to direct the
      exercise of all shareholder rights attributable to those securities. The
      Trustee shall not exercise such rights in the absence of direction from
      the Participant.

                
	 
      	 
      
	 
      	
                  (h)          FBSLLC
      shall buy, sell, exchange, convert, tender, trade and otherwise acquire
      and dispose of securities in each PBLA, transfer funds to and from the
      BrokerageLink Core Account and the SPO default fund, collect any fees or
      other remuneration due FBSLLC or any of its affiliates (other than the
      Fidelity BrokerageLink Plan related Account Fee, which shall be assessed
      and collected as described in the Service Agreement), and make
      distributions to the Participant, in accordance with the Service
      Agreement. No prior notice to or consent from the Participant is required.
      In the event of a transfer of the Plan to another service provider, the
      directions of the Employer in transferring Plan assets shall control. Such
      transfers may be effected without notice to or consent from the
      Participant.

                
	 
      	 
      
	 
      	
                  (i)          FBSLLC
      may accept from the Participant changes to indicative data including, but
      not limited to, postal address, email address, and phone number associated
      with the PBLA established for the
Participant.

                


        

         

        20.12.      
  Employer
Stock Investment Option.
If one of the Permissible Investments is equity securities issued by the
Employer or a Related Employer (“Employer Stock”), such Employer Stock must be
publicly traded and “qualifying employer securities” within the meaning of ERISA
Section 407(d)(5). Plan investments in Employer Stock shall be made via the
Employer Stock Investment Fund (the “Stock Fund”) which shall consist of either
(i) the shares of Employer Stock held for each Participant who participates in
the Stock Fund (a “Share Accounting Stock Fund”), or (ii) a combination of
shares of Employer Stock and short-term liquid investments, consisting of mutual
fund shares or commingled money market pool units as agreed to by the Employer
and the Trustee, which are necessary to satisfy the Stock Fund’s cash needs for
transfers and payments (a “Unitized Stock Fund”). Dividends received by the
Stock Fund are reinvested in additional shares of Employer Stock or, in the case
of a Unitized Stock Fund, in short-term liquid investments. The determination of
whether each Participant’s interest in the Stock Fund is administered on a
share-accounting or a unitized basis shall be determined by the Employer’s
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        In the case of a Unitized Stock Fund, such units shall represent a
proportionate interest in all assets of the Unitized Stock Fund, which includes
shares of Employer Stock, short-term investments, and at times, receivables for
dividends and/or Employer Stock sold and payables for Employer Stock purchased.
A net asset value per unit shall be
determined daily for each cash unit outstanding of the Unitized Stock Fund. The
return earned by the Unitized Stock Fund shall represent a combination of the
dividends paid on the shares of Employer Stock held by the Unitized Stock Fund,
gains or losses realized on sales of Employer Stock, appreciation or
depreciation in the market price of those shares owned, and interest on the
short-term investments held by the Unitized Stock Fund. A target range for the
short-term liquid investments shall be maintained for the Unitized Stock Fund.
The named fiduciary shall, after consultation with the Trustee, establish and
communicate to the Trustee in writing such target range and a drift allowance
for such short-term liquid investments. Such target range and drift allowance
may be changed by the named fiduciary, after consultation with the Trustee,
provided any such change is communicated to the Trustee in writing. The Trustee
is responsible for ensuring that the actual short-term liquid investments held
in the Unitized Stock Fund fall within the agreed upon target range over time,
subject to the Trustee’s ability to execute open-market trades in Employer Stock
or to otherwise trade with the Employer.

         

        Investments
in Employer Stock shall be subject to the following limitations:

        
          	 
      	 
      	 
      
	 
      	
                  (a)    
             Acquisition
      Limit. Pursuant to the Plan, the Trust may be invested in Employer
      Stock to the extent necessary to comply with investment directions under
      Section 8.02 of the Plan. Notwithstanding the foregoing, effective for
      Deferral Contributions made for Plan Years beginning on or after January
      1, 1999, the portion of a Participant’s Deferral Contributions that the
      Employer may require to be invested in Employer Stock for a Plan Year
      cannot exceed one percent of such Participant’s Compensation for the Plan
      Year.

                
	 
      	 
      	 
      
	 
      	
                  (b)   
              Fiduciary
      Duty of Named Fiduciary. The Administrator or any person designated
      by the Administrator as a named fiduciary under Section 19.01 (the “named
      fiduciary”) shall continuously monitor the suitability under the fiduciary
      duty rules of ERISA Section 404(a)(1) (as modified by ERISA Section
      404(a)(2)) of acquiring and holding Employer Stock. The Trustee shall not
      be liable for any loss, or by reason of any breach, which arises from the
      directions of the named fiduciary with respect to the acquisition and
      holding of Employer Stock, unless it is clear on their face that the
      actions to be taken under those directions would be prohibited by the
      foregoing fiduciary duty rules or would be contrary to the terms of the
      Plan or this Trust Agreement.

                
	 
      	 
      	 
      
	 
      	
                  (c)    
             Execution
      of Purchases and Sales. Purchases and sales of Employer Stock shall
      be made on the open market on the date on which the Trustee receives in
      good order all information and documentation necessary to accurately
      effect such purchases and sales or (i) if later, in the case of purchases,
      the date on which the Trustee has received a transfer of the funds
      necessary to make such purchases, (ii) as otherwise provided in the
      Service Agreement, or (iii) as provided in Subsection (d) below. Such
      general rules shall not apply in the following
    circumstances:

                
	 
      	 
      	 
      
	 
      	 
      	
                  (1)          If
      the Trustee is unable to determine the number of shares required to be
      purchased or sold on such day;

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)          If
      the Trustee is unable to purchase or sell the total number of shares
      required to be purchased or sold on such day as a result of market
      conditions; or

                
	 
      	 
      	 
      
	 
      	 
      	
                  (3)          If
      the Trustee is prohibited by the Securities and Exchange Commission, the
      New York Stock Exchange, or any other regulatory body from purchasing or
      selling any or all of the shares required to be purchased or sold on such
      day.

                
	 
      	 
      	 
      
	 
      	
                                 In
      the event of the occurrence of the circumstances described in (1), (2), or
      (3) above, the Trustee shall purchase or sell such shares as soon as
      possible thereafter and, in the case of a Share Accounting Stock Fund,
      shall determine the price of such purchases or sales to be the average
      purchase or sales price of all such shares purchased or sold,
      respectively.

                


        


        
          
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                    (d)      
          Purchases
      and Sales from or to Employer. If directed by the Employer in
      writing prior to the trading date, the Trustee may purchase or sell
      Employer Stock from or to the Employer if the purchase or
      sale
      is for adequate consideration (within the meaning of ERISA Section 3(18))
      and no commission is charged. If Employer contributions or contributions
      made by the Employer on behalf of the Participants under the Plan are to
      be invested in Employer Stock, the Employer may transfer Employer Stock in
      lieu of cash to the Trust. In such case, the shares of Employer Stock to
      be transferred to the Trust will be valued at a price that constitutes
      adequate consideration (within the meaning of ERISA Section
      3(18)).

                  

                
	 
      	 
      	 
      	 
      
	 
      	
                  (e)     
           Use
      of Broker to Purchase Employer Stock. The Employer hereby directs
      the Trustee to use Fidelity Capital Markets, Inc., an affiliate of the
      Trustee, or any other affiliate or subsidiary of the Trustee
      (collectively, “Capital Markets”), to provide brokerage services in
      connection with all market purchases and sales of Employer Stock for the
      Stock Fund, except in circumstances where the Trustee has determined, in
      accordance with its standard trading guidelines or pursuant to Employer
      direction, to seek expedited settlement of trades. The Trustee shall
      provide the Employer with the commission schedule for such transactions
      and a copy of Capital Markets’ brokerage placement practices. The
      following shall apply as well:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)           Any
      successor organization of Capital Markets through reorganization,
      consolidation, merger, or similar transactions, shall, upon consummation
      of such transaction, become the successor broker in accordance with the
      terms of this provision.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)          
      The Trustee shall continue to rely on this Employer direction until
      notified to the contrary. The Employer reserves the right to terminate
      this authorization upon sixty (60) days written notice to Capital Markets
      (or its successor) and the Trustee and the Employer and the Trustee shall
      decide on a mutually-agreeable alternative procedure for handling
      brokerage transactions on behalf of the Stock Fund.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (f)      
          Securities
      Law Reports. The named fiduciary shall be responsible for filing
      all reports required under Federal or state securities laws with respect
      to the Trust’s ownership of Employer Stock; including, without limitation,
      any reports required under Section 13 or 16 of the Securities Exchange Act
      of 1934 and shall immediately notify the Trustee in writing of any
      requirement to stop purchases or sales of Employer Stock pending the
      filing of any report. The Trustee shall provide to the named fiduciary
      such information on the Trust’s ownership of Employer Stock as the named
      fiduciary may reasonably request in order to comply with Federal or state
      securities laws.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (g)      
          Voting
      and Tender Offers. Notwithstanding any other provision of the Trust
      Agreement the provisions of this Subsection shall govern the voting and
      tendering of Employer Stock. For purposes of this Subsection, each
      Participant shall be designated as a named fiduciary under ERISA with
      respect to shares of Employer Stock that reflect that portion, if any, of
      the Participant’s interest in the Stock Fund not acquired at the direction
      of the Participant in accordance with ERISA Section
  404(c).

                
	 
      	 
      	 
      	 
      
	 
      	
                                 The
      Employer, after consultation with the Trustee, shall provide and pay for
      all printing, mailing, tabulation and other costs associated with the
      voting and tendering of Employer Stock, except as required by law. The
      Trustee, after consultation with the Employer, shall prepare the necessary
      documents associated with the voting and tendering of Employer Stock,
      unless the Employer directs the Trustee not to do so.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)      
           Voting.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (A)          When
      the issuer of the Employer Stock prepares for any annual or special
      meeting, the Employer shall notify the Trustee thirty (30) days in advance
      of the intended record date and shall cause a copy of all proxy
      solicitation materials to be sent to the Trustee. If requested by the
      Trustee, the Employer shall certify to the Trustee that the aforementioned
      materials represent the same information that is distributed to
      shareholders of Employer Stock. Based on these materials the Trustee shall
      prepare a voting instruction form. At the time of mailing of notice of
      each annual or special stockholders’
      meeting of the issuer of the Employer Stock, the Employer shall cause a
      copy of the notice and all proxy solicitation materials to be sent to each
      Participant with an interest in Employer Stock held in the Trust, together
      with the foregoing voting instruction form to be returned to the Trustee
      or its designee. The form shall show the proportional interest in the
      number of full and fractional shares of Employer Stock credited to the
      Participant’s Sub-Accounts held in the Stock Fund. The Employer shall
      provide the Trustee with a copy of any materials provided to the
      Participants and shall (if the mailing is not handled by the Trustee)
      notify the Trustee that the materials have been mailed or otherwise sent
      to Participants.

                


        


        
          
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                  (B)          Each
      Participant with an interest in the Stock Fund shall have the right to
      direct the Trustee as to the manner in which the Trustee is to vote
      (including not to vote) that number of shares of Employer Stock that is
      credited to his Account, if the Plan uses share accounting, or, if
      accounting is by units of participation, that reflects such Participant’s
      proportional interest in the Stock Fund (both vested and unvested).
      Directions from a Participant to the Trustee concerning the voting of
      Employer Stock shall be communicated in writing, or by such other means
      mutually acceptable to the Trustee and the Employer. These directions
      shall be held in confidence by the Trustee and shall not be divulged to
      the Employer, or any officer or employee thereof, or any other person,
      except to the extent that the consequences of such directions are
      reflected in reports regularly communicated to any such persons in the
      ordinary course of the performance of the Trustee’s services hereunder.
      Upon its receipt of the directions, the Trustee shall vote the shares of
      Employer Stock that reflect the Participant’s interest in the Stock Fund
      as directed by the Participant. The Trustee shall not vote shares of
      Employer Stock that reflect a Participant’s interest in the Stock Fund for
      which the Trustee has received no direction from the Participant, except
      as required by law; provided, however, that the Employer (acting as named
      fiduciary) may direct the Trustee in the Service Agreement to vote shares
      of Employer Stock that reflect a Participant’s interest in the Stock Fund
      for which the Trustee has received no directions from the Participant in
      the same proportion on each issue as it votes those shares that reflect
      all Participants’ interests in the Stock Fund (in the aggregate) for which
      it received voting instructions from Participants.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)      
           Tender
      Offers.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (A)          Upon
      commencement of a tender offer for any securities held in the Trust that
      are Employer Stock, the Employer shall timely notify the Trustee in
      advance of the intended tender date and shall cause a copy of all
      materials to be sent to the Trustee. The Employer shall certify to the
      Trustee that the aforementioned materials represent the same information
      distributed to shareholders of Employer Stock. Based on these materials,
      and after consultation with the Employer, the Trustee shall prepare a
      tender instruction form and shall provide a copy of all tender materials
      to be sent to each Participant with an interest in the Stock Fund,
      together with the foregoing tender instruction form, to be returned to the
      Trustee or its designee. The tender instruction form shall show the number
      of full and fractional shares of Employer Stock credited to the
      Participant’s Account, if the Plan uses share accounting, or, if
      accounting is by units of participation, that reflect the Participant’s
      proportional interest in the Stock Fund (both vested and unvested). The
      Employer shall notify each Participant with an interest in such Employer
      Stock of the tender offer and utilize its best efforts to timely
      distribute or cause to be distributed to the Participant the tender
      materials and the tender instruction form described herein. The Employer
      shall provide the Trustee with a copy of any materials provided to the
      Participants and shall (if the mailing is not handled by the Trustee)
      notify the Trustee that the materials have been mailed or otherwise sent
      to Participants.

                


        


        
          
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                  (B)          Each
      Participant with an interest in the Stock Fund shall have the right to
      direct the Trustee to tender or not to tender some or all of the shares of
      Employer Stock that are credited to his Account, if the Plan uses share
      accounting, or, if accounting is by units of participation, that reflect
      such Participant’s proportional interest in the Stock Fund (both vested
      and unvested). Directions from a Participant to the Trustee concerning the
      tender of Employer Stock shall be communicated in writing, or by such
      other means as is agreed upon by the Trustee and the Employer under the
      preceding paragraph. These directions shall be held in confidence by the
      Trustee and shall not be divulged to the Employer, or any officer or
      employee thereof, or any other person, except to the extent that the
      consequences of such directions are reflected in reports regularly
      communicated to any such persons in the ordinary course of the performance
      of the Trustee’s services hereunder. The Trustee shall tender or not
      tender shares of Employer Stock as directed by the Participant. Except as
      otherwise required by law, the Trustee shall not tender shares of Employer
      Stock that are credited to a Participant’s Account, if the Plan uses share
      accounting, or, if accounting is by units of participation, that reflect a
      Participant’s proportional interest in the Stock Fund for which the
      Trustee has received no direction from the Participant.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (C)          A
      Participant who has directed the Trustee to tender some or all of the
      shares of Employer Stock that reflect the Participant’s proportional
      interest in the Stock Fund may, at any time prior to the tender offer
      withdrawal date, direct the Trustee to withdraw some or all of such
      tendered shares, and the Trustee shall withdraw the directed number of
      shares from the tender offer prior to the tender offer withdrawal
      deadline. A Participant shall not be limited as to the number of
      directions to tender or withdraw that the Participant may give to the
      Trustee.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (D)          A
      direction by a Participant to the Trustee to tender shares of Employer
      Stock that reflect the Participant’s proportional interest in the Stock
      Fund shall not be considered a written election under the Plan by the
      Participant to withdraw, or have distributed, any or all of his
      withdrawable shares. If the Plan uses share accounting, the Trustee shall
      credit to the Participant’s Account the proceeds received by the Trustee
      in exchange for the shares of Employer Stock tendered from the
      Participant’s Account. If accounting is by units of participation, the
      Trustee shall credit to each proportional interest of the Participant from
      which the tendered shares were taken the proceeds received by the Trustee
      in exchange for the shares of Employer Stock tendered from that interest.
      Pending receipt of direction (through the Administrator) from the
      Participant or the named fiduciary, as provided in the Plan, as to which
      of the remaining Permissible Investments the proceeds should be invested
      in, the Trustee shall invest the proceeds in the Permissible Investment
      specified for such purposes in the Service Agreement.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (h)          Shares
      Credited. If accounting with respect to the Stock Fund is by units
      of participation, then for all purposes of this Section 20.12, the number
      of shares of Employer Stock deemed “reflected” in a Participant’s
      proportional interest shall be determined as of the last preceding
      valuation date. The trade date is the date the transaction is
      valued.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (i)         
       General.
      With respect to all rights other than the right to vote, the right to
      tender, and the right to withdraw shares previously tendered, in the case
      of Employer Stock credited to a Participant’s Account or proportional
      interest in the Stock Fund, the Trustee shall follow the directions of the
      Participant and if no such directions are received, the directions of the
      named fiduciary. The Trustee shall have no duty to solicit directions from
      Participants. The Administrator is responsible for ensuring that (i) the
      procedures established in accordance with the provisions of Subsection
      20.12(g) are sufficient to safeguard the confidentiality of the
      information described therein, (ii) such procedures are being followed,
      and (iii) an independent fiduciary, as described in regulations issued
      under ERISA Section 404(c), is appointed when needed in accordance with
      those regulations.

                


        


        
          
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                  (j)          Conversion.
      All provisions in this Section 20.12 shall also apply to any securities
      received as a result of a conversion to Employer
  Stock.

                


        

         

        20.13.     
  Voting;
Delivery of Information.
The Trustee shall deliver, or cause to be executed and delivered, to the
Employer or Administrator all notices, prospectuses, financial statements,
proxies and proxy soliciting materials received by the Trustee relating to
securities held by the Trust or, if applicable, deliver these materials to the
appropriate Participant or the Beneficiary of a deceased Participant. Unless
provided otherwise in the Service Agreement, the Trustee shall vote any
securities held by the Trust in accordance with the instructions of the
Participant or the Beneficiary of a deceased Participant and shall not vote
securities for which it has not received instructions.

         

        20.14.       
Compensation
and Expenses of Trustee.
The Trustee’s fee for performing its duties hereunder shall be such
reasonable amounts as specified in the Service Agreement or any other written
agreement with the Employer. Such fee, any taxes of any kind which may be levied
or assessed upon or with respect to the Trust Fund, and any and all expenses,
including without limitation legal fees and expenses of administrative and
judicial proceedings, reasonably incurred by the Trustee in connection with its
duties and responsibilities hereunder shall, unless some or all have been paid
by said Employer, be paid from the Trust in the method specified in the Service
Agreement.

         

        20.15.      
 Reliance
by Trustee on Other Persons.
The Trustee may rely upon and act upon any writing from any person authorized by
the Employer or the Administrator pursuant to the Service Agreement or any other
written direction to give instructions concerning the Plan and may conclusively
rely upon and be protected in acting upon any written order from the Employer or
the Administrator or upon any other notice, request, consent, certificate, or
other instructions or paper reasonably believed by it to have been executed by a
duly authorized person, so long as it acts in good faith in taking or omitting
to take any such action. The Trustee need not inquire as to the basis in fact of
any statement in writing received from the Employer or the
Administrator.

         

        The
Trustee shall be entitled to rely on the latest certificate it has received from
the Employer or the Administrator as to any person or persons authorized to act
for the Employer or the Administrator hereunder and to sign on behalf of the
Employer or the Administrator any directions or instructions, until it receives
from the Employer or the Administrator written notice that such authority has
been revoked.

         

        Except
with respect to instructions from a Participant as to the Participant’s Account
that are otherwise authorized under the Plan, the Trustee shall be under no duty
to take any action with respect to any Participant’s Account (other than as
specified herein) unless and until the Employer or the Administrator furnishes
the Trustee with written instructions on a form acceptable to the Trustee, and
the Trustee agrees thereto in writing. The Trustee shall not be liable for any
action taken pursuant to the Employer’s or the Administrator’s written
instructions (nor for the collection of contributions under the Plan, nor the
purpose or propriety of any distribution made thereunder).

         

        20.16.       
Indemnification
by Employer.
The Employer shall indemnify and save harmless the Trustee, and all
affiliates, employees, agents and sub-contractors of the Trustee, from and
against any and all liability or expense (including reasonable attorneys’ fees)
to which the Trustee, or such other individuals or entities, may be subjected by
reason of any act or conduct being taken in the performance of any Plan-related
duties, including those described in this Trust Agreement and the Service
Agreement, unless such liability or expense results from the Trustee’s, or such
other individuals’ or entities’, negligence or willful
misconduct.

         

        20.17.     
  Consultation
by Trustee with Counsel.
The Trustee may consult with legal counsel (who may be but need not be
counsel for the Employer or the Administrator) concerning any question which may
arise with respect to its rights and duties under the Plan and Trust, and the
opinion of such counsel shall, to the extent permitted by law, be full and
complete protection in respect of any action taken or omitted by the Trustee
hereunder in good faith and in accordance with the opinion of such
counsel.

         

        20.18.   
    Persons
Dealing with the Trustee.
No person dealing with the Trustee shall be bound to see to the application of
any money or property paid or delivered to the Trustee or to inquire into the
validity or propriety of any transactions.


        
          
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        20.19.       
Resignation
or Removal of Trustee.
The Trustee may resign at any time by written notice to the Employer,
which resignation shall be effective 60 days after delivery to the Employer. The
Trustee may be removed by the Employer by written notice to the Trustee, which
removal shall be effective 60 days after delivery to the Trustee or such shorter
period as may be mutually agreed upon by the Employer and the
Trustee.

         

        Except in
the case of Plan termination, upon resignation or removal of the Trustee, the
Employer shall appoint a successor trustee. Any such successor trustee shall,
upon written acceptance of his appointment, become vested with the estate,
rights, powers, discretion, duties and obligations of the Trustee hereunder as
if he had been originally named as Trustee in this Agreement.

         

        Upon
resignation or removal of the Trustee, the Employer shall no longer participate
in this volume submitter plan and shall be deemed to have adopted an
individually designed plan. In such event, the Employer shall appoint a
successor trustee within said 60-day period and the Trustee shall transfer the
assets of the Trust to the successor trustee upon receipt of sufficient evidence
(such as a determination letter or opinion letter from the Internal Revenue
Service or an opinion of counsel satisfactory to the Trustee) that such trust
shall be a qualified trust under the Code.

         

        The
appointment of a successor trustee shall be accomplished by delivery to the
Trustee of written notice that the Employer has appointed such successor
trustee, and written acceptance of such appointment by the successor trustee.
The Trustee may, upon transfer and delivery of the Trust Fund to a successor
trustee, reserve such reasonable amount as it shall deem necessary to provide
for its fees, compensation, costs and expenses, or for the payment of any other
liabilities chargeable against the Trust Fund for which it may be liable. The
Trustee shall not be liable for the acts or omissions of any successor
trustee.

         

        20.20.       
Fiscal
Year of the Trust.
The fiscal year of the Trust shall coincide with the Plan
Year.

         

        20.21.      
 Amendment. In
accordance with provisions of the Plan, and subject to the limitations set forth
therein, this Trust Agreement may only be amended by an instrument in writing
signed by the Employer and the Trustee. No amendment to this Trust Agreement
shall divert any part of the Trust Fund to any purpose other than as provided in
Section 20.03.

         

        20.22.  
     Plan
Termination.
Upon termination or partial termination of the Plan or complete
discontinuance of contributions thereunder, the Trustee shall make distributions
to the Participants or other persons entitled to distributions as the Employer
or Administrator directs in accordance with the provisions of the Plan. In the
absence of such instructions and unless the Plan otherwise provides, the Trustee
shall notify the Employer or Administrator of such situation and the Trustee
shall be under no duty to make any distributions under the Plan until it
receives written instructions from the Employer or Administrator. Upon the
completion of such distributions, the Trust shall terminate, the Trustee shall
be relieved from all liability under the Trust, and no Participant or other
person shall have any claims thereunder, except as required by applicable
law.

         

        20.23.   
    Permitted
Reversion of Funds to Employer.
If it is determined by the Internal Revenue Service that the Plan does
not initially qualify under Code Section 401, all assets then held under the
Plan shall be returned by the Trustee, as directed by the Administrator, to the
Employer, but only if the application for determination is made by the time
prescribed by law for filing the Employer’s return for the taxable year in which
the Plan was adopted or such later date as may be prescribed by regulations.
Such distribution shall be made within one year after the date the initial
qualification is denied. Upon such distribution the Plan shall be considered to
be rescinded and to be of no force or effect.

         

        Contributions
under the Plan are conditioned upon their deductibility under Code Section 404.
In the event the deduction of a contribution made by the Employer is disallowed
under Code Section 404, such contribution (to the extent disallowed) must be
returned to the Employer within one year of the disallowance of the
deduction.

         

        Any
contribution made by the Employer because of a mistake of fact must be returned
to the Employer within one year of the contribution.


        
          
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        20.24.      
 Governing
Law.
This Trust Agreement shall be construed, administered and enforced
according to ERISA and, to the extent not preempted thereby, the laws of the
State or Commonwealth in which the Trustee has its principal place of
business.

         

        20.25.      
 Assignment
and Successors.
This Trust Agreement, and any of its rights and obligations hereunder,
may not be assigned by any party without the prior written consent of the other
party(ies), and such consent may be withheld in any party’s sole discretion.
Notwithstanding the foregoing, the Trustee may assign this Agreement in whole or
in part, and any of its rights and obligations hereunder, to a subsidiary or
affiliate of the Trustee without consent of the Employer. Any successor to the
Trustee or successor trustee, either through sale or transfer of the business or
trust department of the Trustee or successor trustee, or through reorganization,
consolidation, or merger, or any similar transaction of either the Trustee or
successor trustee, shall, upon consummation of the transaction, become the
successor trustee under this Agreement. All provisions in this Trust Agreement
shall extend to and be binding upon the parties hereto and their respective
successors and permitted assigns.


        
          
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        Additional
Provisions Addendum to the Basic Plan Document

        
          	 
      
	
                  The
      following provisions supplement and/or, to the degree described herein,
      supersede the referenced provisions of this Basic Plan Document in the
      following manner:

                


        

         

        
          
            	
                    (1)

                  	
                    Subsection 5.10(b) is modified
      by the addition of the following
  paragraph:

                  


          

           

          
            	
                     
      

                  	
                    (4)

                  	
                    If
      the cross-tested participant group allocation formula is elected in
      Subsection 1.12(b)(4) through the Additional Provisions Addendum to the
      Adoption Agreement, Nonelective Employer Contributions shall be allocated
      to "eligible" Participants in each allocation group identified therein in
      the ratio that the Compensation of each "eligible" Participant within the
      allocation group bears to the total Compensation of all "eligible"
      Participants in the allocation group. Allocation rates must satisfy the
      nondiscrimination testing method selected by the Employer in Subsection
      1.12(b)(4)(A) through the Additional Provisions Addendum to the Adoption
      Agreement.

                  


          

           

          
            	
                    (2)

                  	
                    The following modifies Section
      13.01

                  


          

           

          Notwithstanding
any other provision of Section 13.01, as elected by the Employer in Subsection
1.20 through the Additional Provisions Addendum to the Adoption Agreement and
subject to the requirements of Article 14, if applicable, a Participant whose
employment has terminated and whose Account is distributable in accordance with
the provisions of Article 12 may elect to withdraw, in cash, a portion of his
vested interest in his Account at any time.

           

          
            	
                    (3)

                  	
                    The following modifies Section
      13.01:

                  


          

           

          Notwithstanding
any other provision of Section 13.01, as elected by the Employer in Subsection
1.20(a)(1) through the Additional Provisions Addendum to the Adoption Agreement,
a distribution may be made in the form of Fund Shares of Employer Stock.
Notwithstanding any other provision of the Plan to the contrary, the right of a
Participant to receive a distribution in the form of Fund Shares of Employer
Stock applies only to that portion of the Participant's Account invested in such
form at the time of distribution.

          

            
              
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        Volume
Submitter Defined Contribution Plan

         

        ADDENDUM

         

        RE: Code
Sections 401(k) and 415 2007 Final Regulations

         

        Katrina
Emergency Tax Relief Act of 2005 and

         

        Gulf
Opportunity Zone Act of 2005

         

        Amendments
for Fidelity Basic Plan Document No. 14

         

        PREAMBLE

         

        Adoption
and Effective Date of Amendment.
This amendment of the Plan is adopted to reflect the final regulations under
Internal Revenue Code (Code) Sections 401(k) and 415 and to reflect amendments
to the Code pursuant to the Katrina Emergency Tax Relief Act (“KETRA”) and the
Gulf Opportunity Zone Act of 2005 (“GOZA”).. This amendment is intended as good
faith compliance with the requirements of Code Sections 401(k) and 415, KETRA,
and GOZA and is to be construed in accordance with guidance issued thereunder.
This amendment shall be effective as described below.

         

        Supersession
of Inconsistent Provisions. This amendment shall supersede the provisions
of the Plan to the extent those provisions are inconsistent with the provisions
of this amendment.

        
          	 
      	 
      
	
                  1.

                	
                  Effective
      for Plan Years and Limitation Years beginning on and after July 1, 2007,
      the first paragraph of Section 2.01(k) is hereby amended in its entirety,
      to provide as follows:

                


        

         

        
          	 
      	 
      	
                  (k)      
       “Compensation”
      (subject to any adjustments thereto in Section 5.02, for purposes of
      determining the amount and allocation of contributions, or in Section
      6.12(c), for purposes of applying the Code Section 415 limitations) means
      wages as defined in Code Section 3401(a) (for purposes of income tax
      withholding at the source) plus amounts that would be included in wages
      but for an election under Code Section 125(a), 132(f)(4), 402(e)(3),
      402(h)(1)(B), 402(k), or 457(b) and all other payments of compensation to
      an Eligible Employee by the Employer (in the course of the Employer’s
      trade or business) for services to the Employer while employed as an
      Eligible Employee for which the Employer is required to furnish the
      Eligible Employee a written statement under Code Sections 6041(d),
      6051(a)(3) and 6052. Compensation must be determined without regard to any
      rules under 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)). Notwithstanding anything to the contrary herein, however,
      severance amounts paid after severance from employment shall be excluded
      from Compensation.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (1)     For
      purposes of this Section 2.01(k), “severance amounts” are any amounts paid
      after severance from employment, except a payment of regular compensation
      for services during the Eligible Employee’s regular working hours, or
      compensation for services outside the Eligible Employee’s regular working
      hours (such as overtime or shift differential), commissions, bonuses, or
      other similar payments provided such payment would have been made prior to
      a severance from employment if the Eligible Employee had continued in
      employment with the Employer, provided such amounts are paid by the later
      of (A) 2-1/2 months after or (B) the end of the Limitation Year that
      includes the date of the Eligible Employee’s severance from employment (as
      defined in Subsection 2.01(k)(2)
below).

                


        

         

        
          
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                  (2)     For
      purposes of this Section 2.01(k), an Eligible Employee has a “severance
      from employment” when (i) the employee ceases to be an employee of an
      employer (applying the aggregation rules in Code Section 414) maintaining
      a plan and (ii) in connection with a change of employment, the
      individual’s new employer does not maintain such plan with respect to the
      individual. The determination of whether an Eligible Employee ceases to be
      an employee of an employer maintaining a plan is based on all of the
      relevant facts and circumstances.

                
	 
      	 
      	 
      	 
      
	
                  2.

                	
                  Effective
      for Plan Years and Limitation Years beginning on and after July 1, 2007,
      the third paragraph of Section 2.01(k) is hereby amended, in its entirety
      to provide as follows:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                              Compensation
      shall generally be based on the amount actually paid to the Eligible
      Employee during the Plan Year or, for purposes of Article 5, if so elected
      by the Employer in Subsection 1.05(b) of the Adoption Agreement, during
      that portion of the Plan Year during which the Eligible Employee is an
      Active Participant. Notwithstanding the preceding sentence, Compensation
      for purposes of Article 15 (Top-Heavy Provisions) shall be based on the
      amount actually paid or made available to the Participant during the Plan
      Year. Compensation is treated as paid on a date if it is actually paid on
      that date or it would have been paid on that date but for an election
      under Code Section 125, 132(f)(4), 401(k), 403(b), 408(k),
      408(p)(2)(A)(i), or 457(b).

                
	 
      	 
      	 
      	 
      
	
                  3.

                	
                  Effective
      for Plan Years and Limitation Years beginning on and after July 1, 2007,
      Subsections (1), (2), and (3) of Section 2.01(k) are re-numbered as
      Subsections (3), (4), and (5).

                
	 
      	 
      	 
      	 
      
	
                  4.

                	
                  Effective
      for Plan Years beginning on and after July 1, 2007, the first paragraph of
      Section 5.02 is hereby amended to provide as follows:

                
	 
      	 
      	 
      	 
      
	 
      	
                  5.02
      Compensation
      Taken into Account in Determining Contributions.
      In determining the amount or allocation of any contribution that is based
      on Compensation, only Compensation paid to a Participant for services
      rendered to the Employer while employed as an Eligible Employee shall be
      taken into account. Except as otherwise specifically provided in this
      Article 5, for purposes of determining the amount and allocation of
      contributions under this Article 5, Compensation shall not include any
      amounts elected by the Employer with respect to such contributions in
      Subsection 1.05(a) or (b), as applicable, of the Adoption
      Agreement.

                
	 
      	 
      	 
      	 
      
	
                  5.

                	
                  Effective
      for Limitation Years beginning on and after July 1, 2007, Section 6.12 is
      hereby amended in its entirety to provide as follows:

                
	 
      	 
      	 
      	 
      
	 
      	
                  6.12.
      Code
      Section 415 Limitations.
      Notwithstanding any other provisions of the Plan, the following
      limitations shall apply:

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)        Employer
      Maintains Single Plan: If the “415 employer” does not maintain any other
      qualified defined contribution plan or any “welfare benefit fund”,
      “individual medical benefit account”, or “simplified employee pension” in
      addition to the Plan, the provisions of this Subsection 6.12(a) shall
      apply.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (1)     If
      a Participant does not participate in, and has never participated in any
      other qualified defined contribution plan, “welfare benefit fund”,
      “individual medical benefit account”, or “simplified employee pension”
      maintained by the “415 employer”, which provides an “annual addition”, the
      amount of “annual additions” to the Participant’s Account for a Limitation
      Year shall not exceed the lesser of the “maximum permissible amount” or
      any other limitation contained in the Plan. If a contribution that would
      otherwise be contributed or allocated to the Participant’s Account would
      cause the “annual additions” for the Limitation Year to exceed the
      “maximum permissible amount”, the amount contributed or allocated shall be
      reduced so that the “annual additions” for the Limitation Year shall equal
      the “maximum permissible amount”.

                


        

         

        
          
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                  (2)     Prior
      to the determination of a Participant’s actual Compensation for a
      Limitation Year, the “maximum permissible amount” may be determined on the
      basis of a reasonable estimation of the Participant’s Compensation for
      such Limitation Year, uniformly determined for all Participants similarly
      situated. Any Employer contributions based on estimated annual
      Compensation shall be reduced by any “excess 415 amounts” carried over
      from prior Limitation Years.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (3)     As
      soon as is administratively feasible after the end of the Limitation Year,
      the “maximum permissible amount” for such Limitation Year shall be
      determined on the basis of the Participant’s actual Compensation for such
      Limitation Year.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)        Employer Maintains Multiple Defined
      Contribution Type Plans: Unless the Employer specifies another
      method for limiting “annual additions” in the 415 Correction Addendum to
      the Adoption Agreement, if the “415 employer” maintains any other
      qualified defined contribution plan or any “welfare benefit fund”,
      “individual medical benefit account”, or “simplified employee pension” in
      addition to the Plan, the provisions of this Subsection 6.12(b) shall
      apply.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (1)        If
      a Participant is covered under any other qualified defined contribution
      plan or any “welfare benefit fund”, “individual medical benefit account”,
      or “simplified employee pension” maintained by the “415 employer”, that
      provides an “annual addition”, the amount of “annual additions” to the
      Participant’s Account for a Limitation Year shall not exceed the lesser
      of

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (A)     the
      “maximum permissible amount”, reduced by the sum of any “annual additions”
      to the Participant’s accounts for the same Limitation Year under such
      other qualified defined contribution plans and “welfare benefit funds”,
      “individual medical benefit accounts”, and “simplified employee pensions”,
      or

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (B)     any
      other limitation contained in the Plan.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              If
      the “annual additions” with respect to a Participant under other qualified
      defined contribution plans, “welfare benefit funds”, “individual medical
      benefit accounts”, and “simplified employee pensions” maintained by the
      “415 employer” are less than the “maximum permissible amount” and a
      contribution that would otherwise be contributed or allocated to the
      Participant’s Account under the Plan would cause the “annual additions”
      for the Limitation Year to exceed the “maximum permissible amount”, the
      amount to be contributed or allocated shall be reduced so that the “annual
      additions” for the Limitation Year shall equal the “maximum permissible
      amount”. If the “annual additions” with respect to the Participant under
      such other qualified defined contribution plans, “welfare benefit funds”,
      “individual medical benefit accounts”, and “simplified employee pensions”
      in the aggregate are equal to or greater than the “maximum permissible
      amount”, no amount shall be contributed or allocated to the Participant’s
      Account under the Plan for the Limitation Year.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (2)       Prior
      to the determination of a Participant’s actual Compensation for the
      Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A) above
      may be determined on the basis of a reasonable estimation of the
      Participant’s Compensation for such Limitation Year, uniformly determined
      for all Participants similarly situated. Any Employer contribution based
      on estimated annual Compensation shall be reduced by any “excess 415
      amounts” carried over from prior Limitation
  Years.

                


        

         

        
          
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                  (3)       As
      soon as is administratively feasible after the end of the Limitation Year,
      the amounts referred to in Subsection 6.12(b)(1)(A) shall be determined on
      the basis of the Participant’s actual Compensation for such Limitation
      Year.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (c)    
        Adjustments to
      Compensation: Compensation for purposes of this Section 6.12 shall
      be subject to the following:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (1)       Compensation
      shall be based on compensation for all services to the “415
      employer.”

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (2)       Compensation
      shall be based on the amount actually paid or made available to the
      Participant (or, if earlier, includible in the gross income of the
      Participant) during the Limitation Year.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (3)        An
      Eligible Employee’s severance from employment, as defined in Section
      2.01(k), shall be applied using the modification to the employer
      aggregation rules prescribed in Code Section 415(h).

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (4)        Compensation
      shall include amounts paid by the later of (A) 2-1/2 months after or (B)
      the end of the Limitation Year that includes the date of the Participant’s
      severance from employment (as defined in Section 2.01(k), modified as
      provided in subparagraph (c)(3) above) if such amounts are either payments
      for unused accrued bona fide sick, vacation, or other leave (but only if
      the Eligible Employee would have been able to use the leave if employment
      had continued), or received by a Participant pursuant to a nonqualified
      unfunded deferred compensation plan, but only if the payment would have
      been paid to the Participant at the same time if the Participant had not
      severed employment and only to the extent that the payment is includible
      in the Participant’s gross income.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (5)       Compensation
      shall include amounts that otherwise would be excluded as “severance
      amounts” if such amounts are paid to an individual who does not currently
      perform services for the employer because of qualified military service
      (as used in Code Section 414(u)(1)) to the extent those amounts 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 or to a Participant who is permanently and
      totally disabled.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (6)       Compensation
      shall include amounts earned, but not paid during the Limitation Year
      solely because of the timing of pay periods and pay dates,
      provided

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (A)     such
      amounts are paid during the first few weeks of the next Limitation
      Year;

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (B)     such
      amounts are included on a uniform and consistent basis with respect to all
      similarly situated Participants; and

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  (C)     
      no such amounts are included in more than one Limitation
    Year.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              In
      addition, for Limitation Years beginning on or after July 1, 2007,
      Compensation for purposes of this Section 6.12 shall not reflect
      compensation for a year greater than the limit under Code Section
      401(a)(17) that applies to that year.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (d)        Corrections:
      In correcting an “excess 415 amount” in a Limitation Year beginning on or
      after July 1, 2007, the Employer may use any appropriate correction under
      the Employee Plans Compliance Resolution System, or any successor
      thereto.

                


        


        
          
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                  (e)       Exclusion from Annual Additions:
      Restorative payments allocated to a Participant’s Account, which include
      payments made to restore losses to the Plan resulting from actions (or a
      failure to act) by a fiduciary for which there is a reasonable risk of
      liability under Title I of ERISA or under other applicable federal or
      state law, where similarly situated Participants are similarly treated do
      not give rise to an “annual addition” for any Limitation
    Year.

                
	 
      	 
      	 
      	 
      	 
      
	
                  6.

                	
                  Effective
      August 25, 2005, a new Section 10.08 is added at the end of Article 10 to
      provide as follows:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  10.08    
      Qualified Hurricane Distributions. Qualified Individuals (as
      defined in subsection (b) below) may designate all or a portion of a
      qualifying distribution as a Qualified Hurricane Distribution (as defined
      in subsection (a) below).

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (a)       A
      “Qualified Hurricane Distribution” means any distribution made on or after
      the QHD Effective Date (as defined in subsection (c) below) and before the
      QHD Distribution Date (as defined in subsection (d) below) to a Qualified
      Individual, to the extent that such distribution, when aggregated with all
      other Qualified Hurricane Distributions to the Qualified Individual made
      under the Plan (and under any other plan maintained by the Employer or a
      Related Employer), does not exceed $100,000. A Qualified Hurricane
      Distribution must be made in accordance with and pursuant to the
      distribution provisions of the Plan, except that:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (1)     A
      Qualified Hurricane Distribution of amounts attributable to Nonelective
      Employer Contributions, Deferral Contributions and Qualified Nonelective
      Employer contributions shall be deemed to be made after the occurrence of
      any distributable events otherwise applicable under Code section
      401(k)(2)(B)(i), such as termination of employment (and shall be deemed
      permissible under Section 12.01), and

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (2)     The
      requirements of Code sections 401(a)(31), 402(f) and 3405 and Section
      13.04 shall not apply.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (b)       A
      “Qualified Individual” means any individual whose principal place of abode
      on

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (1)     August
      28, 2005, is located in the Hurricane Katrina disaster area (as defined in
      Code section 1400M(2))and who has sustained an economic loss by reason of
      Hurricane Katrina;

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (2)     September
      23, 2005, is located in the Hurricane Rita disaster area (as defined in
      Code section 1400M(4)) and who has sustained an economic loss by reason of
      Hurricane Rita; or

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (3)     October
      23, 2005, is located in the Hurricane Wilma disaster area (as defined in
      Code section 1400M(6)) and who has sustained an economic loss by reason of
      Hurricane Wilma.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (c)       The
      “QHD Effective Date” means

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (1)     August
      25, 2005, with respect to a Qualified Individual described in subsection
      (b)(1) above;

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (2)     September
      23, 2005, with respect to a Qualified Individual described in subsection
      (b)(2) above; and

                


        


        
          
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                  (3)     October
      23, 2005, with respect to a Qualified Individual described in subsection
      (b)(3) above.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (d)       The
      “QHD Distribution Date” means

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (1)     January
      1, 2007, with respect to a Qualified Individual described in subsection
      (b)(1), (2), or (3) above.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (e)       If
      the Employer elected to provide for Rollover Contributions in Subsection
      1.09(a) of the Adoption Agreement, an Eligible Employee who received a
      Qualified Hurricane Distribution, as defined herein, may repay to the Plan
      the Qualified Hurricane Distribution, provided the Qualified Hurricane
      Distribution is eligible for tax-free rollover treatment. Any such
      re-contribution will be treated as having been made in a direct rollover
      to the Plan, provided it is made during the three-year period beginning on
      the day after the date on which the Qualified Hurricane Distribution was
      received and does not exceed the amount of such
    distribution.

                


        


        
          
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        Volume
Submitter Defined Contribution Plan

         

        ADDENDUM

         

        RE:
Compensation Taken into Account

         

        Amendment
for Fidelity Basic Plan Document No. 14

         

        Effective
December 11, 2008, the first paragraph of Section 5.02 is hereby amended to
provide as follows:

        
          	 
      	 
      
	 
      	
                  5.02
           Compensation
      Taken into Account in Determining Contributions.
      In determining the amount or allocation of any contribution that is based
      on Compensation, only Compensation paid to a Participant for services
      rendered to the Employer while employed as an Eligible Employee shall be
      taken into account. Except as otherwise specifically provided in this
      Article 5, for purposes of determining the amount and allocation of
      contributions under this Article 5, Compensation shall not include
      reimbursements or other expense allowances, fringe benefits (cash and
      non-cash), moving expenses, deferred compensation, welfare benefits, and
      any amounts elected by the Employer with respect to such contributions in
      Subsection 1.05(a) or (b), as applicable, of the Adoption
      Agreement.

                


        


        
          
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        Volume
Submitter Defined Contribution Plan

         

        ADDENDUM

         

        RE:
Pension Protection Act of 2006,

         

        The
Heroes Earnings Assistance and Relief Act of 2008,

         

        The
Worker, Retiree and Employee Recovery Act of 2008

         

        And Code
Sections 401(k) and 401(m) 2009 Proposed Regulations

         

        Amendments
for Fidelity Basic Plan Document No. 14

         

        PREAMBLE

         

        Adoption
and Effective Date of Amendment.
This amendment of the Plan is adopted to reflect statutory changes
pursuant to the Pension Protection Act of 2006 (“PPA”) and the Heroes Earnings
Assistance and Relief Act of 2008 (“HEART”) and related guidance. This amendment
is intended as good faith compliance with the requirements of the PPA and HEART
and is to be construed in accordance with guidance issued
thereunder.

         

        Except as
provided otherwise below, the amendments contained herein shall be effective for
Plan Years beginning after December 31, 2006.

         

        Supersession
of Inconsistent Provisions.
This amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this
amendment.

         

        Article
1.       Qualified Reservist
Distribution. If elected by the Employer in Section (g) of the
corresponding Adoption Agreement Addendum, and notwithstanding anything herein
to the contrary, effective September 11, 2001 (or the later effective date
elected by the Employer in such Section (g)), a Participant ordered or called to
active duty for a period in excess of 179 days or for an indefinite period after
September 11, 2001 by reason of being a member of a reserve component (as
defined in section 101 of title 37, United States Code), shall be eligible to
elect to receive a Qualified Reservist Distribution. For purposes of this
Article 1, a “Qualified Reservist Distribution” means a distribution from the
Participant’s Account of amounts attributable to Deferral Contributions,
provided such distribution is made during the period beginning on the date of
the order or call to active duty and ending at the close of the active duty
period.

        
          	 
      	 
      
	Article
      2.       Direct
      Rollover Distributions.


        

         

        
          	
                  2.1

                	
                  Employee
      Contributions. Effective for taxable years beginning after December
      31, 2006, the portion of an “eligible rollover distribution” consisting of
      after-tax Employee Contributions that are not includable in gross income
      may be rolled over in a direct rollover distribution to an annuity
      contract described in Code section 403(b), provided such contract provides
      for separate accounting of amounts so transferred (and earnings
      thereon).

                
	 
      	 
      
	
                  2.2

                	
                  Nonspouse
      Beneficiary Rollovers. Effective for distributions after December
      31, 2006, a designated beneficiary (as defined in Code section
      401(a)(9)(E)) of a Participant who is not the surviving spouse of the
      Participant may elect to roll over such distribution to an individual
      retirement plan described in clause (i) or (ii) of paragraph (8)(B) of
      Code section 402(c) established for the purposes of receiving such
      distribution.

                
	 
      	 
      
	
                  2.3

                	
                  Roth
      IRA. Effective for distributions after December 31, 2007, a Roth
      IRA described in Code section 408A shall be an “eligible retirement plan,”
      as defined in Section
13.04(b).

                


        

         

        Article
3.      Pre-Normal Retirement Age Pension Plan
Distributions. If elected by the Employer in Section (a) of the
corresponding Adoption Agreement Addendum, and notwithstanding anything herein
to the contrary, effective for distributions in Plan Years beginning after
December 31, 2006 (or the later effective date elected by the Employer in such
Section (a)), an Active Participant may elect to receive a distribution of the
portion of his Account attributable to pension plan contributions (if
applicable) prior to the Active Participant’s attainment of Normal Retirement
Age, provided such Active Participant has attained at least age
62.


        
          
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        Article
4.       Qualified Optional Survivor Annuity.
Notwithstanding anything herein to the contrary, if Article 14 is
applicable to the Plan, then, effective for Plan Years beginning after December
31, 2007 (subject to the effective date applicable
in the event that the Plan is maintained pursuant to a collective bargaining
agreement under certain circumstances, as described in section 4.3, below), the
Plan shall also permit the Participant, subject to the spousal consent rules
described in Section 14.05, to elect a qualified optional survivor annuity,
which provides for a life annuity payable to the Participant and a survivor
annuity payable to the Participant’s beneficiary equal to either 75% or 50% as
described in 4.1 or 4.2 below, as applicable.

        
          	 
      	 
      
	
                  4.1

                	
                  If
      the survivor annuity portion of the Plan’s qualified joint and survivor
      annuity (as defined in Section 14.01) is less than 75%, then the survivor
      annuity portion of the qualified optional survivor annuity shall be
      75%.

                
	 
      	 
      
	
                  4.2

                	
                  If
      the survivor annuity portion of the Plan’s qualified joint and survivor
      annuity (as defined in Section 14.01) is greater than or equal to 75%,
      then the survivor annuity portion of the qualified optional survivor
      annuity shall be 50%.

                
	 
      	 
      
	
                  4.3

                	
                  Notwithstanding
      the effective date described above in this Article 4, if the Plan is
      maintained pursuant to one or more collective bargaining agreements
      between employee representatives and one or more employers ratified on or
      before August 17, 2006, then this Article 4 shall be effective for Plan
      Years beginning on and after the earlier
of—

                


        

         

        
          	 
      	
                  (a)

                	
                  The
      later of—

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  January
      1, 2008, or

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  The
      date on which the last of such collective bargaining agreements terminates
      (determined without regard to any extension thereof after August 17,
      2006), or

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  January
      1, 2009.

                


        

         

        Article
5.      Transfers to the Pension Benefit Guarantee
Corporation upon Plan Termination. In the event that the Employer
terminates the Plan, as described in Section 16.06, and, at the time, the
whereabouts of one or more distributees are unknown, as described in Section
12.06, and the Employer so directs the Trustee, subject to applicable guidance,
the Trustee shall transfer the Accounts of such distributees to the Pension
Benefit Guarantee Corporation.

         

        Article
6.       Modification of rules governing
Hardship Distributions. On and after August 17, 2006, a hardship
withdrawal described in Section 10.05, if otherwise available under the Plan,
shall be available as a result of the financial needs described in paragraphs
(1), (3) and (5) of subsection 10.05(a) for a primary beneficiary under the
Plan. For this purpose, a “primary beneficiary under the Plan” is an individual
who is named as a beneficiary under the Plan and has an unconditional right to
all or a portion of the Participant’s Account upon the death of the
Participant.

         

        Article
7.       Removal of Gap Period Income.
Effective for plan years beginning after December 31, 2007, notwithstanding
anything in the Basic Plan Document or Adoption Agreement (including addenda
thereto) to the contrary, the calculation of income or loss allocable to “excess
deferrals”, “excess contributions”, and “excess aggregate contributions” shall
be determined without regard to the period of time elapsing between the end of
the “determination year” and the date of distribution (also known as the “gap
period”).

         

        Article
8.       Notification of a Participant for
purposes of Automatic Enrollment Contributions. Notwithstanding anything
in the Basic Plan Document or Adoption Agreement (including addenda thereto) to
the contrary, the Notification Date elected by the Employer in the Adoption
Agreement (including addenda thereto) may precede the Automatic Enrollment
Effective Date.

         

        Article
9.       Modification of Provisions for
QACA. Effective for plan years beginning after December 31, 2007, except
where a different treatment is indicated in this amendment or the PPA Addendum,
any provision of the Plan applying to a 401(k) Safe Harbor Matching Employer
Contribution or a 401(k) Safe Harbor Nonelective Employer Contribution,
respectively, will apply to a QACA Matching Employer Contribution or a QACA
Nonelective Employer Contribution, respectively. In addition, effective for Plan
Years beginning on and after January 1, 2010, the same constraints and
requirements regarding Compensation exclusions applied to QACA Matching Employer
Contributions under the Plan shall apply for determining default deferral
contributions under the QACA pursuant to Section (b)(1) of the PPA
Addendum.

         

        Article
10.     Changing Testing Methods. Effective for
plan years beginning after December 31, 2007, Section 6.11 is amended by
replacing it in its entirety with the following:

        
          	 
      	 
      
	 
      	
                  6.11.         Changing
      Testing Methods.
      Notwithstanding any other provisions of the Plan, if the Employer
      elects to change between the “ADP” testing method and the safe harbor
      testing method, the following shall
  apply:

                


        


        
          
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                  (a)
            Except as otherwise specifically provided
      in this Section, Section 6.09, or applicable regulation, the Employer may
      not change from the “ADP” testing method to the safe harbor testing method
      unless Plan provisions adopting the safe harbor testing method are adopted
      before the first day of the Plan Year in which they are to be effective
      and remain in effect for an entire 12-month Plan Year.

                
	 
      	 
      
	 
      	
                  (b)
            A Plan may be amended during a Plan Year to
      make safe harbor or QACA Nonelective Employer Contributions to satisfy the
      testing rules for such Plan Year if:

                
	 
      	 
      
	 
      	 
      	
                  (1)
           The Employer provides both the initial and
      subsequent notices described in Section 6. 09 for such Plan Year within
      the time period prescribed in Section 6.09.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)
           The Employer amends its Adoption Agreement
      no later than 30 days prior to the end of such Plan Year to provide for
      401(k) Safe Harbor Nonelective Contribution or QACA Nonelective Employer
      Contribution in accordance with the provisions of the 401(k) Safe Harbor
      Nonelective Employer Contributions Addendum to the Adoption Agreement or
      the PPA Addendum to the Adoption Agreement.

                
	 
      	 
      	 
      
	 
      	
                  (c)
            Except as otherwise specifically provided
      in this Article, a Plan may not be amended during the Plan Year to
      discontinue 401(k) Safe Harbor Nonelective Employer Contributions, 401(k)
      Safe Harbor Matching Employer Contributions, QACA Nonelective Employer
      Contributions, or QACA Matching Employer Contributions and revert to the
      “ADP” testing method for such Plan Year.

                
	 
      	 
      
	 
      	
                  (d)     
      A Plan may be amended to reduce or suspend 401(k) Safe Harbor Matching
      Employer Contributions or QACA Matching Employer Contributions on future
      contributions, or, effective on and after July 1, 2009, for an Employer
      which has incurred a substantial business hardship (comparable to a
      substantial business hardship described in Code Section 412(c)), 401(k)
      Safe Harbor Nonelective Employer Contributions or QACA Nonelective
      Employer Contributions, during a Plan Year and revert to the “ADP” testing
      method for such Plan Year if:

                
	 
      	 
      
	 
      	 
      	
                  (1)
           All Active Participants are provided notice
      of the reduction or suspension describing (i) the consequences of the
      amendment, (ii) the procedures for changing their salary reduction
      agreements, and (iii) the effective date of the reduction or
      suspension.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (2)
           The reduction or suspension of such
      contributions is no earlier than the later of (i) 30 days after the date
      the notice described in paragraph (a) is provided to Active Participants
      or (ii) the date the amendment is adopted.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (3)
           Active Participants are given a reasonable
      opportunity before the reduction or suspension occurs, including a
      reasonable period after the notice described in paragraph (a) is provided
      to Active Participants, to change their salary reduction agreements
      elections.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (4)
           The Plan satisfies the 401(k) Safe Harbor
      Matching Employer Contributions or QACA Matching Employer Contributions
      provisions of the Adoption Agreement in effect prior to the amendment with
      respect to Deferral Contributions made through the effective date of the
      amendment.

                
	 
      	 
      	 
      
	 
      	 
      	
                  (5)
           The Plan satisfies the 401(k) Safe Harbor
      Nonelective Employer Contributions or QACA Nonelective Contributions
      provisions of the Adoption Agreement in effect prior to the amendment with
      respect to the safe harbor compensation (compensation meeting the
      requirements of Section 1.401(k)-3(b)(2) of the Treasury Regulations) paid
      through the effective date of the amendment.

                
	 
      	 
      	 
      
	 
      	
                  If
      the Employer amends its Plan in accordance with the provisions of this
      Subsection (d), the “ADP” test described in Section 6.03 and the “ACP”
      test described in Section 6.06 shall be applied as if it had been in
      effect for the entire Plan Year using the current year testing method in
      Subsection 1.06(a)(1) of the Adoption
Agreement.

                


        

         

        Article
11.     Eligible Automatic Contribution Arrangement
(EACA). Effective for plan years beginning after December 31, 2007, if
the Employer has elected in Section (e) of the PPA Addendum to the Adoption
Agreement to have the Plan be an EACA, then references to “2 1⁄2” months in
Sections 6.04 and 6.07 of the Basic Plan Document are hereby changed to read “6”
months. The Employer shall also provide to each Active Participant covered by
the EACA pursuant to Section (f) of the PPA Addendum to the Adoption Agreement a
comprehensive notice, written in a manner calculated to be understood by the
average Active Participant, of the Active Participant’s rights and obligations
under the Plan within the time described in Section 6.09 for a safe harbor
contribution notice.


        
          
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        Article
12.       Notice Timing Adjustment. Effective
for plan years (and the notices issued therein) beginning after December 31,
2006, references to a period of “90” days in Sections 12.03, 13.05 and 14.05 are
hereby changed to “180” days in the text of each such
section.

         

        Article
13.      Diversification out of Employer
Securities. Notwithstanding anything herein to the contrary, if one of
the Plan’s Permissible Investments is Employer Securities, the following rules
shall apply:

        
          	 
      	 
      	 
      	 
      	 
      
	
                  13.1

                	
                  With
      respect to the portion of a Participant’s or Beneficiary’s Account
      attributable to:

                
	 
      	 
      
	 
      	
                  (a)

                	
                  Matching
      and/or Nonelective Employer Contributions and invested in Employer
      Securities, the Participant or Beneficiary shall be permitted to exchange
      out of Employer Securities into any other Permissible Investment otherwise
      available, no later than the date on which either (1) or (2) below is
      applicable:

                
	 
      	 
      	 
      
	 
      	 
      	
                  (1)

                	
                  If
      a Participant, the Participant has completed at least three years of
      service (as defined in section III.B. of Notice 2006-107, or its
      successor), or

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)

                	
                  If
      a Beneficiary, the Beneficiary is the Beneficiary of a Participant who is
      either described in (1) above or who is deceased.

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  Deferral,
      Employee and/or Rollover Contributions and invested in Employer
      Securities, the Participant or Beneficiary shall immediately be permitted
      to exchange out of Employer Securities into any other Permissible
      Investment otherwise available.

                
	 
      	 
      
	
                  13.2

                	
                  The
      Plan must have no fewer than three Permissible Investments, other than
      Employer Securities, each of which must be diversified and have materially
      different risk and return characteristics. A Participant or Beneficiary
      who is permitted to exchange out of Employer Securities pursuant to 13.1
      above must be permitted to direct the investment of the proceeds from such
      an exchange out of Employer Securities into the Permissible Investments
      described in this section 13.2. Notwithstanding anything to the contrary
      in this section 13.2:

                
	 
      	 
      
	 
      	
                  (a)

                	
                  The
      Plan shall not be treated as failing to meet the requirements of this
      section 13.2 merely because the Plan limits the time for divestment and
      reinvestment to periodic, reasonable opportunities occurring no less
      frequently than quarterly; and

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  Except
      as provided in otherwise applicable guidance, the Plan shall not impose
      restrictions or conditions with respect to the investment of Employer
      Securities that are not imposed on the investment of other assets of the
      Plan. This subsection (b) shall not apply to any restrictions or
      conditions imposed by reason of the application of securities
      laws.

                
	 
      	 
      	 
      
	
                  13.3

                	
                  The
      following definitions apply for purposes of this Article
    13—

                
	 
      	 
      
	 
      	
                  (a)

                	
                  “Employer
      Securities” shall mean publicly traded equity securities issued by the
      Employer Corporation, provided that:

                
	 
      	 
      	 
      
	 
      	 
      	
                  (1)

                	
                  Except
      as provided in otherwise applicable regulations or in paragraph (2) of
      this subsection (a), if the Employer Securities are not publicly traded
      they shall nevertheless be treated as publicly traded if any Employer
      Corporation, or any member of a Controlled Group of Corporations that
      includes such Employer Corporation, has issued a class of stock that is a
      publicly traded Employer Security.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)

                	
                  Paragraph
      (1) shall be inapplicable if no Employer Corporation, or Parent
      Corporation of an Employer Corporation, has issued any—

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (A)

                	
                  Publicly
      traded Employer Security, or

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  (B)

                	
                  Any
      special class of stock that grants particular rights to, or bears
      particular risks for, the holder or issuer with respect to the Employer
      Corporation or any Parent Corporation of an Employer Corporation that has
      issued any Publicly Traded Employer Security.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  “Controlled
      group of Corporations” has the meaning given such term by Code section
      1563(a), except that “50 percent” shall be substituted for “80 percent”
      each place it appears.

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  “Employer
      Corporation” means a corporation that is an employer maintaining the
      Plan.

                


        


        
          
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                  (d)

                	
                  “Parent
      Corporation” has the meaning given such term by Code section
      424(e).

                
	 
      	 
      	 
      
	
                  13.4

                	
                  The
      following transition rule applies to Employer
  Securities:

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  In
      the case of the portion of an Account to which subsection 13.1(a) applies
      and which consists of Employer Securities acquired in a Plan Year
      beginning before January 1, 2007, subsection 13.1(a) shall only apply to
      the “applicable percentage” of such securities. This subsection 13.4 (a)
      shall be applied separately with respect to each class of Employer
      Securities.

                
	 
      	 
      	 
      
	 
      	
                  (b)

                	
                  Subsection
      (a) shall not apply to a Participant who has attained age 55 and completed
      at least three years of service (as defined in paragraph 13.1(a)(1) above)
      before the first Plan Year beginning after December 31,
    2005.

                
	 
      	 
      	 
      
	 
      	
                  (c)

                	
                  For
      purposes of subsection (a), the “applicable percentage” shall be
      determined as follows:

                
	 
      	 
      	 
      
	 
      	 
      	
                  (1)

                	
                  For
      the first Plan Year to which subsection 13.1(a) applies, the applicable
      percentage is 33.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (2)

                	
                  For
      the second Plan Year to which subsection 13.1(a) applies, the applicable
      percentage is 66.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (3)

                	
                  For
      the third Plan Year to which subsection 13.1(a) applies and following, the
      applicable percentage is 100.

                
	 
      	 
      	 
      	 
      
	
                  13.5     Notwithstanding
      the effective date of this amendment, if the Plan is maintained pursuant
      to one or more collective bargaining agreements between employee
      representatives and one or more employers ratified on or before August 17,
      2006, then this Article 13 shall be effective for Plan Years beginning
      after the earlier of—

                
	 
      
	 
      	
                  (a)

                	
                  The
      later of—

                
	 
      	 
      	 
      
	 
      	 
      	
                  (i)

                	
                  December
      31, 2007, or

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  (ii)

                	
                  The
      date on which the last of such collective bargaining agreements terminates
      (determined without regard to any extension thereof after August 17,
      2006), or

                
	 
      	 
      	 
      	 
      
	 
      	
                  (b)

                	December
      31, 2008.


        


        
          
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        Volume
Submitter Defined Contribution Plan

         

        ADDENDUM

         

        RE:
In-kind Distributions

         

        Amendment
for Fidelity Basic Plan Document No. 14

         

        Effective
March 15, 2010, the following shall replace in its entirety the third paragraph
of Section 13.01:

        
          	 
      	 
      
	 
      	
                  Distributions
      shall be made in cash, except that distributions may be made in Fund
      Shares of marketable securities (as defined in Code Section 731(c)(2)),
      other than Fund Shares of Employer Stock as defined in Section 20.12, at
      the election of the Participant and, to the extent each such security
      allows the Trustee to facilitate such a transfer, pursuant to the
      qualifying rollover of such distribution to a Fidelity Investments®
      individual retirement account or a taxable distribution directly to
      another Fidelity Investments®
account.

                


        

         

      

    

    The CORPORATEplan for
RetirementSM

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    All rights reserved.

     

    1