EXHIBIT 4.1


 


American Science
and Engineering, Inc. 401(k) and Profit Sharing Plan


 


	
  

  	
  PUTNAM FIDUCIARY TRUST COMPANY

  PROTOTYPE DEFINED CONTRIBUTION PLAN

  
	
   

  	
  PUTNAM PREFERRED PROFIT SHARING/401(k) PLAN

  Non-Standardized (005)

  
			



 


ADOPTION
AGREEMENT


 


Amended
for the Uruguay Round Agreements Act (“GATT”), the Uniformed Services
Employment and Reemployment Rights Act of 1994 (“USERRA”), the Small Business
Job Protection Act of 1996 (“SBJPA”), the Taxpayer Relief Act of 1997 (“TRA ‘97”),
the Internal Revenue Service Restructuring and Reform Act of 1998 (“RRA ‘98”),
and the Community Renewal Tax Relief Act of 2000 (collectively referred to as “GUST”).


 

















 


PUTNAM
FIDUCIARY TRUST COMPANY


PROTOTYPE
DEFINED CONTRIBUTION PLAN


 


TABLE OF CONTENTS


 


	
  A.

  	
  Preamble

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  Lead
  Employer

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Lead Employer: [Plan Sec. 2.33]

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
  Plan
  Information

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Plan: [Plan Sec. 1.1]

  	
   

  	
  1

  
	
   

  	
  Plan Year: [Plan Sec. 2.51]

  	
   

  	
  1

  
	
   

  	
  Trustee: [Plan Secs. 1.3 and 2.65]

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
  Eligibility
  and Service Requirements

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Excluded Employment Categories: [Plan Sec. 2.13(a)]

  	
   

  	
  2

  
	
   

  	
  Age and Service Requirements: [Plan Sec. 3.1(a)]

  	
   

  	
  2

  
	
   

  	
  Entry: [Plan Secs. 2.23 and 3.1(a)]

  	
   

  	
  3

  
	
   

  	
  Hours of Service: [Plan Sec. 2.29]

  	
   

  	
  3

  
	
   

  	
  Method to Determine Service for Eligibility Purposes: [Plan Sec. 2.57]

  	
   

  	
  3

  
	
   

  	
  Method to Determine Service for Vesting Purposes: [Plan Sec. 2.57]

  	
   

  	
  4

  
	
   

  	
  Break in Service Rules: [Plan Secs. 2.7, 3.3 and 10.2(m)]

  	
   

  	
  4

  
	
   

  	
  Waiver of Entry Requirements: [Plan Sec. 3.1(f)]

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
  Plan
  Compensation

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Plan Compensation: [Plan Sec. 2.49]

  	
   

  	
  5

  
	
   

  	
  Plan Compensation for the Plan Year: [Plan Sec. 2.50]

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  F.

  	
  Employee
  Pre-Tax Component

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Employee Pre-Tax Contributions: [Plan Sec. 4.1]

  	
   

  	
  6

  
	
   

  	
  Service Requirement: [Plan Sec. 3.1(a)]

  	
   

  	
  6

  
	
   

  	
  Pay Reduction Contributions – Minimums/Maximums: [Plan Secs.
  4.1(a) and (b)]

  	
   

  	
  6

  
	
   

  	
  Pay Reduction Agreements: [Plan Sec. 4.1(a)]

  	
   

  	
  7

  
	
   

  	
  Cash or Deferred Contributions: [Plan Sec. 4.1(c)]

  	
   

  	
  7

  
	
   

  	
  In-Service Hardship Withdrawals: [Plan Sec. 11.2]

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
  Employee
  After-Tax Component

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Employee After-Tax Contributions: [Plan Sec. 4.2]

  	
   

  	
  8

  
	
   

  	
  Service Requirement: [Plan Sec. 3.1(a)]

  	
   

  	
  8

  
	
   

  	
  Payroll Withholding Contributions: [Plan Sec. 4.2(a)]

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  H.

  	
  Employer
  Safe-Harbor Component

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Employer Safe-Harbor Contributions: [Plan Secs. 5.1 and 6.1]

  	
   

  	
  8

  
	
   

  	
  Employer Safe-Harbor Contributions: [Plan Secs. 5.1 and 6.1]

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
  Employer
  Regular Matching Component

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Employer Regular Matching Contributions: [Plan Sec. 5.2]

  	
   

  	
  10

  
	
   

  	
  Service Requirement: [Plan Sec. 3.1(a)]

  	
   

  	
  10

  
	
   

  	
  Requirements to Receive an Employer Regular Matching Contribution: [Plan
  Sec 5.2(a) or (b)]

  	
   

  	
  11

  
	
   

  	
  Matching Formula: [Plan Sec. 5.2(a) or (b)]

  	
   

  	
  11

  
	
   

  	
  Vesting Schedule for Employer Regular Matching Component: [Plan Sec.
  10.2(e)]

  	
   

  	
  15

  
	
   

  	
  In-Service Hardship Withdrawals: [Plan Sec. 11.2]

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  J.

  	
  Employer
  Regular Profit Sharing Component

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Profit Sharing Contributions: [Plan Sec. 6.2]

  	
   

  	
  15

  
	
   

  	
  Service Requirement: [Plan Sec. 3.1(a)]

  	
   

  	
  16

  
	
   

  	
  Requirements to Share in the Employer Regular Profit Sharing
  Contribution: [Plan Sec. 6.2(a) or (b)]

  	
   

  	
  16

  
	
   

  	
  Contribution/Allocation Formula: [Plan Sec. 6.2(a) or (b)]

  	
   

  	
  17

  
	
   

  	
  Vesting Schedule for Employer Regular Profit Sharing Component: [Plan
  Sec. 10.2(e)]

  	
   

  	
  17

  
	
   

  	
  In-Service Hardship Withdrawals: [Plan Sec. 11.2]

  	
   

  	
  18

  



 


i

















 


	
  K.

  	
  Employer
  Qualified Matching and Profit Sharing Component

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Employer Qualified Contributions: [Plan Secs. 5.3 and 6.3]

  	
   

  	
  18

  
	
   

  	
  Employer Qualified Matching Contributions (QMACs): [Plan Sec. 5.3]

  	
   

  	
  18

  
	
   

  	
  Employer Qualified Profit Sharing Contributions (QNECs): [Plan Sec. 6.3]

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  L.

  	
  Retirement
  and In-Service Withdrawals

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Retirement Age: [Plan Secs. 2.15 and 2.40]

  	
   

  	
  19

  
	
   

  	
  In-Service Withdrawals: [Plan Sec. 11.2]

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  M.

  	
  Special
  Vesting Rules

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Vesting: [Plan Sec. 10.2(e)]

  	
   

  	
  20

  
	
   

  	
  Service Disregarded for Vesting: [Plan Sec. 10.2(f)]

  	
   

  	
  20

  
	
   

  	
  Treatment of Forfeitures: [Plan Sec. 5.2(g)]

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  N.

  	
  Employer
  Securities

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Employer Securities: [Plan Secs. 14.13 and 14.14]

  	
   

  	
  20

  
	
   

  	
  Voting Provisions: [Plan Secs. 14.13(d) and 14.14]

  	
   

  	
  20

  
	
   

  	
  Tender Provisions: [Plan Secs. 14.13(e)  and 14.14]

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  O.

  	
  Payment
  of Benefits

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Balances Less Than Cash-Out Amount: [Plan Sec. 12.4]

  	
   

  	
  21

  
	
   

  	
  Payment Forms: [Plan Secs. 12.3(b) and 12.6]

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  P.

  	
  Top-Heavy
  Provisions

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Coordination With Other Qualified Plans: [Plan Sec. 17.1]

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  Q.

  	
  Code
  § 415 Coordination

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Correction Method: [Plan Sec. 18.1(b)]

  	
   

  	
  21

  
	
   

  	
  Coordination With Other Plans: [Plan Sec. 18.2]

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  R.

  	
  Special
  Testing Rules

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Highly Compensated Employees: [Plan Sec. 2.27]

  	
   

  	
  22

  
	
   

  	
  ADP/ACP Testing Method:

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  S.

  	
  Special
  Effective Date Rules

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  T.

  	
  Frozen
  Accounts

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  U.

  	
  Other
  Information for the Participating Employers

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
  Sponsor
  of the Prototype

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  W.

  	
  Reliance
  on IRS Opinion Letter

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  X.

  	
  Lead
  Employer Signature

  	
   

  	
  25

  



 


ii

















 


	
  

   

   

  	
  PUTNAM FIDUCIARY TRUST COMPANY 

  PROTOTYPE DEFINED CONTRIBUTION PLAN  

   

  PUTNAM PREFERRED PROFIT SHARING/401(k) PLAN
  

  Non-Standardized (005)

  



 


ADOPTION AGREEMENT


 


A.           Preamble


 


A.1.  BY THIS AGREEMENT, the Lead
Employer hereby ... [check
one]:


 


a.               o            adopts a new plan
effective as of ... [complete]:


i.                  Original
Effective
Date:             [month, day,
year].


 


b.              x          amends/restates
its existing plan effective as of ... [complete]:


i.                  Amendment
Effective Date: 01/01/2002  [month,
day, year].


 


B.             Lead Employer


 


Lead
Employer:


[Plan
Sec. 2.33]


 


B.1.         Lead Employer Name:
American Science and Engineering, Inc.


 


[NOTE:  The Lead Employer is a Participating Employer
in the Plan.  The Controlled Group
Members that are Participating Employers as of the Original Effective Date
(specified in A.1.a.i.), the Amendment Effective Date (specified in A.1.b.i.)
or, if applicable, a later effective date (specified in the Participating
Employer Adoption Supplement to the Adoption Agreement) are as specified in the
Participating Employer Addendum.]


 


C.             Plan Information


 


Plan:


[Plan
Sec. 1.1]


 


C.1.         Plan Name:  American Science and Engineering, Inc.
401(k) and Profit Sharing Plan


 


Plan
Year:


[Plan Sec. 2.51]


 


C.2.         The Plan Year is the
twelve-consecutive-month period ending each 12/31 [month, day]


[check
each that applies]:


 


a.                    o       The
first Plan Year is a short year that began on the Original Effective Date and
ended           [month, day,
year].


b.                   o       The
Plan Year has been amended.  The last
Plan Year before the amendment ended          [month, day,
year], and the short Plan Year resulting from the
amendment began the next day and ended          
[month, day,
year].


 


Trustee:

[Plan Secs. 1.3 and 2.65]


 


C.3.     The Plan is funded by a Trust Fund with ... [check each that
applies]:


 


a.               x          Putnam
Fiduciary Trust Company serving as a Directed Trustee.


b.              o            individual
trustee(s) serving as a ... [check
one]:


 


i.                  o            Directed
Trustee.


ii.               o            Discretionary
Trustee.


 


c.               o            a
financial organization (other than Putnam Fiduciary Trust Company) serving as a
... [check one]:


 


i.                  o            Directed
Trustee.


ii.               o            Discretionary
Trustee.


 

















 


D.            Eligibility and
Service Requirements


 


Excluded
Employment Categories:


[Plan
Sec. 2.13(a)]


 


	
  D.1.

  	
   

  	
  Covered Employment does
  not include employment as ... [check each of
  a. through k. that applies, or check l. if it applies]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE: Covered Employment only includes employment with a
  Participating Employer. However, it does not include employment as a Collective
  Bargaining Employee unless the collective bargaining agreement provides for
  participation in the Plan under the terms set forth in this Adoption
  Agreement.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  o

  	
   

  	
  a non-resident alien
  who receives no earned income (within the meaning of Code § 911(d)(2))
  from a Participating Employer which constitutes income from sources within
  the United States (within the meaning of Code § 861(a)(3)), or who
  receives such earned income but it is all exempt from income tax in the
  United States under the terms of an income tax convention.

  
	
  b.

  	
   

  	
  o

  	
   

  	
  a Highly Compensated
  Employee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NOTE: Excluding any of
  the following categories may result in failure to satisfy the coverage
  requirements of Code § 410(b).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  o

  	
   

  	
  a Key Employee.

  	
   

  	
   

  
	
  d.

  	
   

  	
  o

  	
   

  	
  a Leased Employee.

  	
   

  	
   

  
	
  e.

  	
   

  	
  o

  	
   

  	
  a Self-Employed
  Individual (that is, a sole proprietor or partner with respect to a
  Participating Employer).

  
	
  f.

  	
   

  	
  o

  	
   

  	
  a salaried Employee.

  	
   

  	
   

  
	
  g.

  	
   

  	
  o

  	
   

  	
  an hourly-wage Employee.

  	
   

  	
   

  
	
  h.

  	
   

  	
  o

  	
   

  	
  an Employee paid
  primarily on a commission basis.

  	
   

  	
   

  
	
  i.

  	
   

  	
  o

  	
   

  	
  an Employee working
  outside the United States.

  	
   

  	
   

  
	
  j.

  	
   

  	
  o

  	
   

  	
  an Employee in any of
  the following units or locations [specify]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
             .
  [NOTE: To exclude all Employees of a
  Controlled Group Member, do not designate that Controlled Group Member as a
  Participating Employer.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  k.

  	
   

  	
  o

  	
   

  	
  other [specify]:         .
  [NOTE: Other excluded categories may not be
  based on hours worked by an Employee or the Employee’s age.]

  



 


Collective Bargaining Only Plan


 


	
  l.

  	
   

  	
  o

  	
   

  	
  The Plan is exclusively
  a collective bargaining plan – thus, the only Employees in Covered Employment
  are those Collective Bargaining Employees who are covered by the following
  collective bargaining agreement(s) that provide(s) for participation
  in the Plan ... [complete]:  [NOTE: All other Employees are excluded
  from all Components.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.2.

  	
   

  	
  Covered Employment ... [check one]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  o

  	
   

  	
  does not include
  employment during the transition period following a stock or asset
  acquisition described in Code § 410(b)(6)(C)  ... [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  i.

  	
   

  	
  o

  	
   

  	
  subject to the
  following exceptions...  [complete]:  [NOTE: For
  each listed acquisition, employment becomes Covered Employment as of the
  Effective Date listed for that acquisition (unless the employment is excluded
  under D.1.).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Acquisition

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  x

  	
   

  	
  includes employment
  during the transition period following a stock or asset acquisition described
  in Code § 410(b)(6)(C) (unless the employment is excluded under
  D.1.).

  
															



 


[NOTE:  This provision applies
only to an individual who becomes an Employee as a result of the
acquisition.  The “transition period”
begins on the date of such acquisition and ends on the last day of the first
Plan Year beginning after the date of such acquisition (or, if earlier, upon
any significant change in coverage of the Plan other than as a result of
subsequent acquisition).]


 


Age and
Service Requirements:


 


[Plan Sec. 3.1(a)]


 


D.3.     For an Employee to participate in any
Component, he/she must have attained age ...


[check
one]:


 


2

















 


	
  a.

  	
   

  	
  x

  	
   

  	
  21 [21 or less].

  
	
  b.

  	
   

  	
  o

  	
   

  	
  N/A – there is no age
  requirement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.4.

  	
   

  	
  The service requirement
  for participation will be determined separately for each Component, as
  specified in F.2., G.2., I.2. and J.2. [NOTE: The
  service requirement for the Employer Safe-Harbor Matching or Profit Sharing
  Component will be the same as for the Employee Pre-Tax Component.]

  



 


Entry:

[Plan Secs. 2.23 and 3.1(a)]


 


	
  D.5.

  	
  The Entry Dates for the
  Plan are the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  o

  	
   

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

  
	
  b.

  	
   

  	
  o

  	
   

  	
  first day of each
  quarter of each Plan Year.

  
	
  c.

  	
   

  	
  o

  	
   

  	
  first day of each
  month.

  
	
  d.

  	
   

  	
  x

  	
   

  	
  day on which the age
  and service requirements are satisfied.

  
	
  e.

  	
   

  	
  o

  	
   

  	
  first day of each Plan
  Year. [NOTE: This option is permitted only if
  (i) there is no age requirement or the age requirement specified in
  D.3.a. does not exceed 201⁄2, and (ii) there is no service requirement or
  the service requirements specified in F.2.b. or c., I.2.c. or d. and J.2.c.
  or d. do not exceed 6 months, or 18 months if full and immediate vesting.]

  
						



 


Hours
of Service:

[Plan Sec. 2.29]


 


[complete
if hours are used for any purpose – e.g., eligibility, vesting or allocations]


 


	
  D.6.

  	
   

  	
  An Employee for whom a
  record of actual hours is not maintained or available (e.g., salaried employees) will be credited with ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  o

  	
   

  	
  190 Hours of Service
  for each month

  
	
  b.

  	
   

  	
  o

  	
   

  	
  95 Hours of Service for
  each semi-monthly payroll period

  
	
  c.

  	
   

  	
  x

  	
   

  	
  45 Hours of Service for
  each week

  
	
  d.

  	
   

  	
  o

  	
   

  	
  10 Hours of Service for
  each day

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ... in which he/she has
  one or more Hours of Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.7.

  	
   

  	
  An Employee for whom a
  record of actual hours is maintained and available will be credited with ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  x

  	
   

  	
  actual Hours of
  Service.

  
	
  b.

  	
   

  	
  o

  	
   

  	
  the same equivalency as
  specified in D.6.

  
													



 


Method
to Determine Service for Eligibility Purposes:

[Plan Sec. 2.57]


 


[complete
if a service requirement is imposed on participation in any Component for any
Employees]


 


	
  D.8.

  	
   

  	
  One year of Service
  will be determined for eligibility purposes using the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  x

  	
   

  	
  hour count method ... [complete as
  necessary]: [NOTE: The hour count method should be
  elected if it applies to any Employees.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
   

  	
  An Employee must
  complete at least 1,000 Hours of Service during an eligibility computation
  period for it to count as one year of Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ii.

  	
   

  	
  The eligibility
  computation period is the twelve-consecutive-month period beginning on the
  Service Commencement Date and each ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  A.

  	
  o

  	
  Plan Year beginning
  after the Service Commencement Date.

  
	
   

  	
   

  	
   

  	
   

  	
  B.

  	
  x

  	
  anniversary of the
  Service Commencement Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
   

  	
  The hour count method
  applies ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  A.

  	
  x

  	
  to all Employees.

  
	
   

  	
   

  	
   

  	
   

  	
  B.

  	
  o

  	
  only to those Employees
  who are ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  classified as
  “full-time”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  2.

  	
  o

  	
  classified as
  “part-time”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  3.

  	
  o

  	
  classified as
  “temporary” or “seasonal”

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  4.

  	
  o

  	
  paid on an hourly-wage
  basis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  5.

  	
  o

  	
  paid on a salaried
  basis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ... and the elapsed
  time method applies to all other Employees.

  
												



 


3
















 


	
  b.

  	
   

  	
  o

  	
   

  	
  elapsed time method. [NOTE: The elapsed time method credits
  service based on the time elapsed between the Employee’s Service Commencement
  Date and the start of any Break in Service, regardless of the actual amount
  of service during that period.]

  



 


Method
to Determine Service for Vesting Purposes:

[Plan Sec. 2.57]


 


[complete
if a vesting schedule applies with respect to any Component]


 


	
  D.9.

  	
   

  	
  One year of Service
  will be determined for vesting purposes using the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  o

  	
   

  	
  hour count method ... [complete as
  necessary]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
   

  	
  An Employee must
  complete at least 1,000 Hours of Service during a vesting computation period
  for it to count as one year of Service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ii.

  	
   

  	
  The vesting computation
  period is the ... [check one of
  A. or B., and check C. if it applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  A.

  	
  o

  	
  Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
  B.

  	
  o

  	
  twelve-consecutive-month
  period beginning on the Service Commencement Date and each anniversary of the
  Service Commencement Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [check C. if the vesting
  computation period has been amended]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  C.

  	
  o

  	
  The vesting computation
  period has been amended. The last vesting computation period before the
  amendment ended
               
  [month, day,
  year], the special vesting computation period
  resulting from the amendment began
               
  [month, day,
  year] and
  ended             
  [month, day,
  year], and the vesting computation period after the
  amendment is specified above beginning
               
  [month, day,
  year]. [NOTE: The
  special vesting computation period must be twelve months in length.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  o

  	
   

  	
  elapsed time method. [NOTE: The elapsed time method credits
  service based on the time elapsed between the Employee’s Service Commencement
  Date and the start of any Break in Service, regardless of the actual amount
  of service during that period.]

  
										



 


Break
in Service Rules:

[Plan Secs. 2.7, 3.3 and 10.2(m)]


 


	
  D.10.

  	
   

  	
  In the case of a
  Participant who had no vested interest in his/her Account prior to a Break in
  Service of five years or more (other than a vested interest in an Employee
  After-Tax, Deductible, Forfeiture Restoration or Rollover Contribution
  Account), Service prior to the Break in Service ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  x

  	
   

  	
  will not

  
	
  b.

  	
   

  	
  o

  	
   

  	
  will

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... be taken into
  account for eligibility or vesting purposes after a subsequent return to
  employment. [NOTE: In all other cases and for all
  Participants with a vested interest in their Accounts, Service prior to a
  Break in Service will be counted after a subsequent return to employment.]

  
						



 


Waiver
of Entry Requirements:

[Plan Sec. 3.1(f)]


 


	
  D.11.

  	
   

  	
  An Employee in Covered
  Employment ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  x

  	
   

  	
  must always satisfy the
  age and/or service requirements to become an Active Participant.

  	
   

  	
   

  
	
  b.

  	
   

  	
  o

  	
   

  	
  will become an Active
  Participant on the ... [check
  one]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
   

  	
  o

  	
   

  	
  Original Effective Date
  specified in A.1.

  
	
   

  	
   

  	
  ii.

  	
   

  	
  o

  	
   

  	
  following date:
               
  [month, day,
  year]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... even if he/she has
  not satisfied the ... [check
  each that applies]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
   

  	
  o

  	
   

  	
  age

  
	
   

  	
   

  	
  iv.

  	
   

  	
  o

  	
   

  	
  service

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... requirement for
  participation in the Component.

  	
   

  	
   

  
													



 


4

















 


E.              Plan Compensation


 


[NOTE: Plan Compensation will be used for nondiscrimination testing
unless the Plan Administrator expressly directs that a different definition of
compensation be used for such testing for a particular Plan Year.]


 


Plan
Compensation:

[Plan Sec. 2.49]


 


	
  E.1.

  	
   

  	
  Plan Compensation means
  ... [check one]:

  
	
   

  
	
  a.

  	
   

  	
  x

  	
   

  	
  earnings required to be
  reported in the Wages, Tips and Other Compensation box of Form W-2.

  
	
  b.

  	
   

  	
  o

  	
   

  	
  earnings for purposes
  of Code § 415(c)(3).

  
	
  c.

  	
   

  	
  o

  	
   

  	
  earnings for purposes
  of federal income tax withholding.

  
							



 


[NOTE:  Unless specifically
excluded below, Plan Compensation includes Employee Pre-Tax Contributions, other
Elective Deferrals and elective contributions that are excluded from income
under Code § 125.]


 


	
  E.2.

  	
   

  	
  Plan Compensation does not include ... [check each that applies]:  [NOTE: The
  following exclusions (a. through i.) do not apply for purposes of the Employer
  Safe-Harbor Matching or Safe-Harbor Profit Sharing Component, or the
  Qualified Profit Sharing Component.]

  



 


	
   

  	
   

  	
  With respect to

  the Employer

  Regular or

  Qualified

  Matching

  Component

  	
   

  	
  With respect to

  the Employer

  Regular

  Profit Sharing

  Component

  	
   

  	
   

  
	
  a.

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  Employee Pre-Tax
  Contributions and other Elective Deferrals, and elective contributions that
  are excluded from income under Code § 125 (cafeteria plan).

  
	
  b.

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  reimbursements or other
  expense allowances, fringe benefits (cash and non-cash), moving expenses,
  deferred compensation and welfare benefits.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [NOTE: The following exclusions (c. through i.) do not apply for
  purposes of the Employer Regular Profit Sharing Component if Employer Regular
  Profit Sharing Contributions are allocated under an integrated formula.  Also, excluding any of the following items
  may require the definition of Plan Compensation to be tested for
  discrimination under Code § 414(s).]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  amounts in excess of $            .  [NOTE: 
  The amount that may be taken into account for a Plan Year is already
  limited under Code § 401(a)(17). 
  Include an amount here only if a limit less than the otherwise
  applicable limit is intended.]

  
	
  d.

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  severance pay paid at
  or prior to Termination of Service.  [NOTE: 
  Severance pay or other amounts paid after Termination of Service are
  automatically excluded.]

  
	
  e.

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  bonuses.

  
	
  f.

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  commissions.

  
	
  g.

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  overtime.  [NOTE:  Excluding overtime payments with respect to
  certain contribution types may raise issues under federal and/or state wage
  and hour laws.]

  
	
  h.

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  other [specify]:              .

  
	
  i.

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  other [specify]::             .

  



 


[NOTE:  The Plan
Administrator may, in its sole discretion, include or exclude items from Plan
Compensation against which a pay reduction or withholding agreement applies for
purposes of determining Employee Pre-Tax and After-Tax Contributions,
regardless of the elections made in E.1. and E.2.]


 


[NOTE:  Amounts
paid after an Employee ceases to be an Active Participant in any Component are
automatically excluded from Plan Compensation for that Component.]


 


Plan
Compensation for the Plan Year:

[Plan Sec. 2.50]


 


E.3.    Plan Compensation for the Plan Year ... [check one]:


 


5

















 


a.               x          does
not


b.              o            does


 


... include amounts paid
prior to the Entry Date for purposes of any Employer Contribution Component.


 


F.              Employee Pre-Tax
Component


 


Employee
Pre-Tax Contributions:

[Plan Sec. 4.1]


 


F.1.     Employee Pre-Tax Contributions ... [check one]:


 


a.               o            will
not [Skip to Section G.]


b.              x          will


 


... be allowed under the
Plan.


 


Service
Requirement:

[Plan Sec. 3.1(a)]


 


F.2.                For an Employee to
participate in the Employee Pre-Tax Component, he/she must have completed ... [check one]:
[NOTE: Whether an Employee has “one year” of
Service is determined using the method elected in D.8.]


 


	
  a.

  	
   

  	
  o

  	
   

  	
  one year of Service.

  
	
  b.

  	
   

  	
  o

  	
   

  	
              [12
  or less] months of elapsed time Service.

  
	
  c.

  	
   

  	
  o

  	
   

  	
  the lesser of one year
  of Service or the completion of a ... [complete]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
   

  	
  [less than 12] month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... eligibility
  computation period during which the Employee has a number of Hours of Service
  equal to at least 1,000 multiplied by a fraction, the numerator of which is
  the number of months in the eligibility computation period, and the denominator
  of which is 12.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.

  	
   

  	
  x

  	
   

  	
  N/A – there is no
  service requirement.

  



 


Pay
Reduction Contributions – Minimums/Maximums:

[Plan Sec. 4.1(a) and (b)]


 


F.3.                Employee Pre-Tax
Contributions are permitted by means of pay reduction in any whole... [check one]:


 


	
  a.

  	
   

  	
  x

  	
   

  	
  percentage, subject to
  the following minimum and maximum per payroll period ... [check each of
  i. and ii. that applies, or check iii. if it applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
   

  	
  x

  	
   

  	
  Minimum: 1 % of Plan
  Compensation.

  	
   

  	
   

  
	
   

  	
   

  	
  ii.

  	
   

  	
  x

  	
   

  	
  Maximum ... [complete A. and B.]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A.

  	
   

  	
  100 % of Plan
  Compensation with respect to any Non-Highly Compensated
  Employee, and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  B.

  	
   

  	
  100 % [not to exceed the percentage in A.] of Plan Compensation
  with respect to any Highly Compensated Employee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
   

  	
  o

  	
   

  	
  such minimum and
  maximum, if any, as the Lead Employer may specify in written action taken prior to the first day of the Plan Year.

  	
   

  	
   

  
	
  b.

  	
   

  	
  o

  	
   

  	
  dollar amount, subject
  to the following minimum and maximum per payroll period

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ... [check each of
  i. and ii. that applies, or check iii. if it applies]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
   

  	
  o

  	
   

  	
  Minimum:    $               .

  	
   

  	
   

  
	
   

  	
   

  	
  ii.

  	
   

  	
  o

  	
   

  	
  Maximum:    $              .

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
   

  	
  o

  	
   

  	
  such minimum and
  maximum, if any, as the Lead Employer may specify in written action taken prior to the first day of the Plan Year.

  	
   

  	
   

  
											



 


[NOTE:  If a. is elected above,
a. also must be elected in F.8. and G.3. (if either such item is
completed).  Similarly, if b. is elected
above, b. also must be elected in F.8. and G.3. (if either such item is
completed).]


 


[NOTE:  Employee Pre-Tax
Contributions are limited by Code § 402(g).]


 


[NOTE:  If the Plan provides for
Employer Safe-Harbor Matching Contributions, the maximum above for a Non-Highly
Compensated Employee must be at least sufficient to allow the Participant to


 


6

















 


receive the maximum Employer Safe-Harbor Matching Contribution.]


 


Make-Up Election


 


F.4.     If a Participant has contributed less than
the maximum amount for prior payroll periods within the Plan Year, he/she ... [check one if a
payroll period maximum is specified in F.3.a.ii. or b.ii]:


 


a.               o            may
not


b.              x          may
at any time


 


... increase his/her pay
reductions above the maximum in subsequent payroll periods to account for no
prior pay reductions, or prior pay reductions at less than the maximum.  [NOTE: In such
case, the total pay reductions for the Plan Year may not exceed the maximum(s) specified
above applied by reference to Plan Compensation for the Plan Year.]


 


Automatic Enrollment


 


	
  F.5.

  	
   

  	
  Upon initial entry into
  the Employee Pre-Tax Component, a Participant will be deemed to have elected
  a pay reduction of ... [check
  one]:
  [NOTE: Some state laws may prohibit or
  limit automatic enrollments.]

  



 


	
  a.

  	
   

  	
  o

  	
   

  	
  N/A – the automatic
  enrollment provision does not apply.

  
	
  b.

  	
   

  	
  x

  	
   

  	
  3 % [5% or less]
  of Plan Compensation per payroll period unless he/she affirmatively elects a
  different percentage or amount or elects not to receive Employee Pre-Tax
  Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Special
  Effective Date  [complete if desired]:

  
	
   

  	
   

  	
  This provision will be
  effective as of 04/01/2003 [month,
  day, year] with respect to individuals who become ...
  [check one of
  i. or ii., and check iii. if it applies]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
  x

  	
  Employees

  
	
   

  	
   

  	
  ii.

  	
  o

  	
  Active Participants in
  the Employee Pre-Tax Component

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ... on or after that
  date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
  o

  	
  This provision will
  also apply effective as of that date to each then current Active Participant
  in the Employee Pre-Tax Component for whom Employee Pre-Tax Contributions are
  not then being made.

  
						



 


Pay
Reduction Agreements:

[Plan Sec. 4.1(a)]


 


	
  F.6.

  	
   

  	
  The initial pay
  reduction agreement made by a Participant may be effective as soon as
  administratively practicable after his/her initial Entry Date. Thereafter, a
  pay reduction agreement may be effective,
  or once effective may be modified, as soon as administratively
  practicable after ... [check
  one]:

  



 


	
  a.

  	
   

  	
  o

  	
   

  	
  any Entry Date.

  
	
  b.

  	
   

  	
  o

  	
   

  	
  the first day of any
  Plan Year or the first day of the seventh month of any Plan Year.

  
	
  c.

  	
   

  	
  o

  	
   

  	
  the first day of any
  Plan Year.

  
	
  d.

  	
   

  	
  o

  	
   

  	
  the first day of any
  quarter of any Plan Year.

  
	
  e.

  	
   

  	
  x

  	
   

  	
  the first day of any
  month.

  
	
  f.

  	
   

  	
  o

  	
   

  	
  the date the election
  is made.

  



 


[NOTE:  A pay reduction agreement
may be revoked at any time, with the revocation effective as soon as
administratively practicable after the date the revocation election is made.]


 


Cash
or Deferred Contributions:

[Plan Sec. 4.1(c)]


 


	
  F.7.

  	
   

  	
  A cash or deferred
  option is available with respect to ... [check one]:  [NOTE: If a
  cash or deferred option is available with respect to an item of compensation,
  a general pay reduction agreement will not apply to that item.]

  



 


	
  a.

  	
   

  	
  o

  	
   

  	
  N/A – a cash or
  deferred option is not available. [Skip to F.9.]

  
	
  b.

  	
   

  	
  x

  	
   

  	
  bonuses paid during the
  Plan Year and designated as eligible for this option by the Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F.8.

  	
   

  	
  The contributions made
  pursuant to this cash or deferred option may not exceed ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  x

  	
   

  	
  100 % of the bonus
  payments subject to the cash or deferred option.

  
	
  b.

  	
   

  	
  o

  	
   

  	
  $          per Plan Year.

  
									



 


7

















 


[NOTE:  If a. is elected above,
a. also must be elected in F.3., and also in G.3. (if such item is
completed).  Similarly, if b. is elected
above, b. also must be elected in F.3., and also in G.3. (if such item is
completed).]


 


In-Service
Hardship

Withdrawals: [Plan Sec. 11.2]


 


	
  F.9.

  	
   

  	
  Withdrawals from
  Employee Pre-Tax Contribution Accounts on account of Hardship are ... [check one]:

  



 


	
  a.

  	
   

  	
  o

  	
   

  	
  not allowed.

  	
   

  	
   

  
	
  b.

  	
   

  	
  x

  	
   

  	
  allowed.

  	
   

  	
   

  



 


G.            Employee After-Tax
Component


 


Employee
After-Tax Contributions:

[Plan Sec. 4.2]


 


G.1.     Employee After-Tax Contributions ... [check one]:


 


	
  a.

  	
   

  	
  x

  	
   

  	
  will not [Skip to
  Section H.]

  
	
  b.

  	
   

  	
  o

  	
   

  	
  will

  



 


...  be allowed under the Plan.


 


Service
Requirement:

[Plan Sec. 3.1(a)]


 


G.2.     The service requirement for the Employee
After-Tax Component is the same as for the ... [check one]:


 


	
  a.

  	
   

  	
  o

  	
   

  	
  Employee Pre-Tax
  Component.

  
	
  b.

  	
   

  	
  o

  	
   

  	
  Employer Regular
  Matching Component.

  
	
  c.

  	
   

  	
  o

  	
   

  	
  Employer Regular Profit
  Sharing Component.

  



 


Payroll
Withholding Contributions:

[Plan Sec. 4.2(a)]


 


	
  G.3.

  	
   

  	
  Employee After-Tax
  Contributions will be allowed by means of payroll withholding in any whole ...
  [check one]:

  



 


	
  a.

  	
   

  	
  o

  	
   

  	
  percentage, subject to
  the following minimum and maximum per payroll period ... [check each of
  i. and ii. that applies, or check iii. if it applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
   

  	
  o

  	
   

  	
  Minimum:       %
  of Plan Compensation.

  
	
   

  	
   

  	
  ii.

  	
   

  	
  o

  	
   

  	
  Maximum ... [complete A. and B.]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A.

  	
   

  	
            %
  of Plan Compensation with respect to any Non-Highly
  Compensated Employee, and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  B.

  	
   

  	
            %
  [not to exceed the percentage in A.]
  of Plan Compensation with respect to any Highly
  Compensated Employee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
   

  	
  o

  	
   

  	
  such minimum and
  maximum, if any, as the Lead Employer may specify in written action taken prior to the first day of the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  o

  	
   

  	
  dollar amount, subject
  to the following minimum and maximum per payroll period ... [check each of
  i. and ii. that applies, or check iii. if it applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
   

  	
  o

  	
   

  	
  Minimum:   $              .

  	
   

  	
   

  
	
   

  	
   

  	
  ii.

  	
   

  	
  o

  	
   

  	
  Maximum:   $              .

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
   

  	
  o

  	
   

  	
  such minimum and
  maximum, if any, as the Lead Employer may specify in written action taken prior to the first day of the Plan Year.

  
											



 


[NOTE:  If a. is elected above,
a. also must be elected in F.3. and F.8. (if either such item is
completed).  Similarly, if b. is elected
above, b. also must be elected in F.3. and F.8. (if either such item is
completed).]


 


H.            Employer Safe-Harbor
Component


 


Employer
Safe-Harbor Contributions:

[Plan Secs. 5.1 and 6.1]


 


H.1.     This Plan ... [check one]:


 


	
  a.

  	
   

  	
  x

  	
   

  	
  is not intended
  to be a Safe-Harbor Plan. [Skip
  to Section I.]

  
	
  b.

  	
   

  	
  o

  	
   

  	
  is intended to be a
  Safe-Harbor Plan, and safe-harbor contributions will be made under ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
   

  	
  o

  	
   

  	
  this Plan.

  	
   

  	
   

  



 


8

















 


	
   

  	
   

  	
  ii.

  	
   

  	
  o

  	
   

  	
  the following defined
  contribution plan [specify]:       . [Complete the ‘Special Effective Date’
  below, if applicable, and skip to Section I.] [NOTE: The other plan must have the same
  Plan Year as this Plan.]

  



 


[NOTE:  Employee After-Tax Contributions (if any) will
remain subject to the Actual Contribution Percentage Test of Code § 401(m) regardless
of whether this Plan is a Safe-Harbor Plan. 
Further, Employer Safe-Harbor or Regular Matching Contributions will
remain subject to the Actual Contribution Percentage Test of Code § 401(m) if
any such contribution is made based on Employee Pre-Tax and/or After-Tax
Contributions in excess of 6% of Plan Compensation or the Plan otherwise fails
to satisfy the requirements of Code § 401(m)(11)(B).]


 


Special Effective
Date  [complete
if applicable]:


 


The designation as a
Safe-Harbor Plan is effective as of          
[month, day,
year] [no earlier than the first day of the first Plan Year beginning on or
after January 1, 1999].


[NOTE:  A designation as a
Safe-Harbor Plan can be effective only  as of the first day of a Plan Year (including
a short first Plan Year) or as of the date on which the Employee Pre-Tax
Component is first effective under the Plan. 
The Adoption Agreement adding an Employer Safe-Harbor Matching Component
to this Plan must be executed before the Component becomes effective.  The Adoption Agreement adding an Employer
Safe-Harbor Profit Sharing Component to this Plan must be executed at least 30
days before the end of the Plan Year in which the Component becomes effective.]


 


Employer
Safe-Harbor Contributions:

[Plan Secs. 5.1 and 6.1]


 


H.2.     The Employer Safe-Harbor Contribution will
be an ... [check one]:


 


a.  o                    Employer
Safe-Harbor Matching Contribution made in accordance with ... [check i. or
ii., and complete iii. – v.]:


 


Basic Matching Formula


 


                        i.                  o            the
following schedule ... [complete
schedule]:


 


	
   

  	
   

  	
  The Employer

  	
   

  	
   

  	
   

  	
  Of Match

  
	
   

  	
   

  	
  Safe-Harbor Matching

  	
   

  	
   

  	
   

  	
  Eligible

  
	
   

  	
   

  	
  Contribution will be:

  	
   

  	
   

  	
   

  	
  Contributions*:

  
	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  100%

  	
   

  	
  of the first:

  	
   

  	
  3%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
            %  [50% or more,
  but not 

  	
   

  	
  of the next:

  	
   

  	
                %  [not less than 2% or more than 3%]

  
	
   

  	
   

  	
  more
  than 1A%]

  	
   

  	
   

  	
   

  	
   

  
	
  
  

  

  

  
	
   

  	
   

  	
  *Of Match Eligible Contributions expressed as a percentage of Plan
  Compensation for payroll periods ending within the Matching Contribution
  Period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE:  To satisfy the minimum
  requirements for an Employer Safe-Harbor Matching Contribution, 2.A. and B.
  must be completed.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Enhanced Matching Formula


 


                        ii.               [   ]       the following schedule ... [complete
schedule]:


 


	
   

  	
   

  	
  The Employer

  	
   

  	
   

  	
   

  	
  Of Match

  
	
   

  	
   

  	
  Safe-Harbor Matching

  	
   

  	
   

  	
   

  	
  Eligible

  
	
   

  	
   

  	
  Contribution will be:

  	
   

  	
   

  	
   

  	
  Contributions*:

  
	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  100%

  	
   

  	
  of the first:

  	
   

  	
  4%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
                  %  [not more than
  1A%]

  	
   

  	
  of the next:

  	
   

  	
               %  [not more than 2%]

  



 


9
















 






*Of Match Eligible
Contributions expressed as a percentage of Plan Compensation for payroll
periods ending within the Matching Contribution Period.  


 


[NOTE: To satisfy the minimum requirements for an
Employer Safe-Harbor Matching Contribution, no items need to be completed.]


 


iii.    The Match Eligible Contributions are the
Employee Pre-Tax Contributions ... [check if applicable]:



 


A.    o and Employee After-Tax
Contributions.


 


iv.    The Matching Contribution Period is ... [check one]: 


 


A.    o each Plan Year. 


B.    o each payroll period. 


C.    o each month. 


D.    o each quarter of each Plan Year. 


 


[NOTE: Employer
Safe-Harbor Matching Contributions will be calculated based on the ratio of
Match Eligible Contributions to Plan Compensation for each Matching
Contribution Period — “true-up” contributions may be elected under v. If the
Matching Contribution Period is the Plan Year, but Employer Safe-Harbor
Matching Contributions are made on a more frequent basis (e.g., each payroll
period or month), “true-up” contributions are required based on the ratio of
Match Eligible Contributions to Plan Compensation for the Plan Year.]


 


v.              The Employer Safe-Harbor Matching
Contributions will be calculated separately for each Matching Contribution
Period and ... [check one]: 


 


A.  o                 N/A – the Matching Contribution Period is
the Plan Year. 


B.  o                   “true-up” contributions will not
be made. 


C.  o                   then will be recalculated based on the
ratio of Match Eligible Contributions to Plan Compensation for the Plan Year,
and “true-up” contributions will be made accordingly with respect to each
eligible Participant in the Employer Safe-Harbor Matching Component.


 


Profit Sharing Formula


 


b.  o      Employer Safe-Harbor Profit Sharing
Contribution in the amount of % [3%
or more] of the Participant’s Plan Compensation for
the Plan Year. [NOTE: If the Plan is Top-Heavy, the
contribution formula for the Employer Safe-Harbor Profit Sharing Contributions
will be applied with the applicable modifications described in Plan Sec.
17.1(b)]


 


I.      Employer
Regular Matching Component


 


Employer Regular Matching Contributions:


[Plan Sec. 5.2]


 


I.1.   Employer Regular Matching Contributions ... [check one]:



 


a.     o  may not [Skip to Section J.]



b.     x may 


 


... be made under the
Plan as provided in this Section.


 


Service
Requirement:


[Plan
Sec. 3.1(a)]


 


I.2.        For an Employee to participate in the Employer Regular
Matching Component, he/she must have completed ... [check one]:
[NOTE: Whether an Employee has “one year” or
“two years” of Service is determined using the method elected in D.8.] [NOTE:
If more than one year of Service (or 12 months of elapsed time Service) is
elected, the Plan must provide for full and immediate vesting of Employer
Regular Matching Contribution Accounts.]  


 


a.     o one year of Service. 


b.     o two years of Service. 


c.     o     [24 or less] months
of elapsed time Service. 


d.     o the lesser of one year of Service or the
completion of a ... [complete]:



 


i.      [less than 12] month


 


10

















 


	
  ... eligibility
  computation period during which the Employee has a number of Hours of Service
  equal to at least 1,000 multiplied by a fraction, the numerator of which is
  the number of months in the eligibility computation period, and the
  denominator of which is 12.

  
	
   

  
	
  e.

  	
   

  	
  x   N/A
  – there is no service requirement.

  
	
   

  
	
  Requirements to Receive an
  Employer Regular Matching Contribution:

  
	
  [Plan Sec. 5.2(a) or (b)]

  
	
   

  
	
  I.3.

  	
   

  	
  A Participant will
  receive an Employer Regular Matching Contribution for a Plan Year if (and
  only if) he/she is an Active Participant in the Employer Regular Matching
  Component at some time during the Plan Year ... [check one]:  [NOTE:
  Employer Regular Matching Contributions should not be made on behalf of any
  Participant until he/she has satisfied the conditions imposed on the receipt
  of such contributions.]

  
	
   

  
	
  a.

  	
   

  	
  x

  	
  even if he/she is not
  an Employee on the last day of the Plan Year, and regardless of the number of
  Hours of Service he/she completes during the Plan Year.

  
	
  b.

  	
   

  	
  o

  	
  and either is an
  Employee on the last day of the Plan Year or completes at least ... [check one of i. or ii., and check iii. if it applies]:

  
	
   

  
	
   

  	
   

  	
  i.

  	
  o

  	
  501

  
	
   

  	
   

  	
  ii.

  	
  o

  	
  1,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ...  Hours of Service during the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
  o

  	
  However, the last day
  and hours requirements do not apply if the Participant’s Termination of
  Service occurs during the Plan Year because he/she dies, becomes Disabled or
  retires after Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  o

  	
  and both is an
  Employee on the last day of the Plan Year and completes at least ... [check one of i. or ii., and check iii. if it applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
  o

  	
  501

  
	
   

  	
   

  	
  ii.

  	
  o

  	
  1,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ...  Hours of Service during the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
  o

  	
  However, the last day
  and hours requirements do not apply if the Participant’s Termination of
  Service occurs during the Plan Year because he/she dies, becomes Disabled or
  retires after Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.

  	
   

  	
  o

  	
  and is an Employee on
  the last day of the Plan Year. [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
  o 

  	
  However, the last day
  and hours requirements do not apply if the Participant’s Termination of
  Service occurs during the Plan Year because he/she dies, becomes Disabled or
  retires after Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  e. 

  	
   

  	
  o

  	
  and has completed at
  least ... [check one of i. or ii., and check iii. if it
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
  o

  	
  501

  
	
   

  	
   

  	
  ii.

  	
  o

  	
  1,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ...  Hours of Service during the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
  o

  	
  However, the hours
  requirement does not apply if the Participant’s Termination of Service occurs
  during the Plan Year because he/she dies, becomes Disabled or retires after
  Normal Retirement Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE: In the event of a short Plan Year,
  any minimum number of Hours of Service will be proportionately reduced.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matching Formula: 

  
	
  [Plan Sec. 5.2(a) or (b)]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I.4.

  	
   

  	
  Employer Regular
  Matching Contributions will be ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
   

  	
  o

  	
   

  	
  determined under the
  following schedule ... [complete
  schedule and the items that follow]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed Contributions –
  as ratio of Match Eligible Contributions to Plan Compensation 

  
	
  Optional: –
  Discretionary Contributions

  
											



 


11

















 


	
   

  	
   

  	
   

  	
  The Employer Regular 

  Matching 

  Contribution will be:

  	
   

  	
   

  	
   

  	
  Of Match

  Eligible 

  Contributions*:

  	
   

  
	
   

  	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  	
   

  
	
  1

  	
   

  	
   

  	
  %

  	
   

  	
  of the first:

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
  %  [less than 1A%]

  	
   

  	
  of the next

  	
   

  	
   

  	
  %

  



 






*Of Match Eligible Contributions expressed as a
percentage of Plan Compensation for payroll periods ending within the Matching
Contribution Period.


 


	
  i.

  	
   

  	
  The Match Eligible
  Contributions are the [check each that
  applies]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  o

  	
  Employee Pre-Tax Contributions.

  
	
   

  	
   

  	
  B.

  	
  o

  	
  Employee After-Tax
  Contributions [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  except that the
  Employer Regular Matching Contributions made on Employee After-Tax
  Contributions will be a 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  discretionary amount determined
  by the Lead Employer. [NOTE: The Lead Employer may specify in a
  written action taken prior to the first day of the Plan Year that the
  Employer Regular Matching Contributions will be made on Employee After-Tax
  Contributions in accordance with a schedule that conforms with a schedule in
  a., b. or c. Otherwise, the Employer Regular Matching Contributions made for
  a Plan Year on Employee After-Tax Contributions will be allocated in proportion
  to the Employee After-Tax Contributions for payroll periods ending within the
  Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ii.

  	
   

  	
  The Matching
  Contribution Period is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  o

  	
   

  	
  each Plan Year.

  
	
   

  	
   

  	
  B.

  	
  o

  	
   

  	
  each payroll period.

  
	
   

  	
   

  	
  C.

  	
  o

  	
   

  	
  each month.

  
	
   

  	
   

  	
  D.

  	
  o

  	
   

  	
  each quarter of each
  Plan Year.

  
	
   

  	
   

  	
  E.

  	
  o

  	
   

  	
  each half of each Plan
  Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NOTE: Employer
  Regular Matching Contributions will be calculated based on the ratio of Match
  Eligible Contributions to Plan Compensation for each Matching Contribution
  Period – “true-up” contributions may be elected under iii. If the Matching
  Contribution Period is the Plan Year, but Employer Regular Matching
  Contributions are made on a more frequent basis (e.g., each payroll period or
  month), “true-up” contributions are required and will be calculated based on
  the ratio of Match Eligible Contributions to Plan Compensation for the Plan
  Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  iii.

  	
   

  	
  The Employer Regular
  Matching Contribution will be calculated separately for each Matching
  Contribution Period and ... [check
  one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  o

  	
   

  	
  N/A – the Matching
  Contribution Period is the Plan Year.

  
	
   

  	
   

  	
  B.

  	
  o

  	
   

  	
  “true-up” contributions
  will not be made.

  
	
   

  	
   

  	
  C.

  	
  o

  	
   

  	
  then will be
  recalculated based on the ratio of Match Eligible Contributions to Plan
  Compensation for the Plan Year, and “true-up” contributions will be made
  accordingly, with respect to each eligible Participant described in I.3. [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  who is an Employee on
  the last day of the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  iv.

  	
   

  	
  The Lead Employer may
  direct that an additional Employer Regular Matching Contribution be made for
  a Plan Year which, if made, will be allocated in proportion to the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  o

  	
   

  	
  N/A – such
  contributions will not be made.

  
	
   

  	
   

  	
  B.

  	
  o

  	
   

  	
  Employer Regular
  Matching Contributions received under the above schedule for the Plan Year.
  The allocation will be made among all eligible

  
							



 


12

















 


	
   

  	
   

  	
   

  	
   

  	
  Participants described
  in I.3. [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  i.

  	
  o

  	
  who are Non-Highly
  Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed Contributions –
  based on Dollar Amount of Match Eligible Contributions

  
	
   

  
	
  Optional: –
  Discretionary Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  o

  	
  determined under the
  following schedule ... [complete
  schedule and the items that  follow]:

  



 


	
   

  	
   

  	
  The Employer Regular

  Matching

  Contribution will be:

  	
   

  	
   

  	
   

  	
  Of Match

  Eligible

  Contributions*:

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  %

  	
   

  	
   

  	
  of the first:

  	
   

  	
  $

  	
            .

  	
   

  
	
  2

  	
  %

  	
  [less than 1A%]

  	
   

  	
  of the next:

  	
   

  	
  $

  	
            .

  	
   

  



 






*Of Match Eligible Contributions (expressed as a
dollar amount) for payroll periods ending within the Matching Contribution
Period.


 


	
  i.

  	
   

  	
  The Match Eligible
  Contributions are the [check each that
  applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  o

  	
   

  	
  Employee Pre-Tax
  Contributions.

  
	
   

  	
   

  	
  B.

  	
  o

  	
   

  	
  Employee After-Tax
  Contributions [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  except that the
  Employer Regular Matching Contributions made on Employee After-Tax
  Contributions will be a 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  discretionary amount determined
  by the Lead Employer. [NOTE: The Lead Employer may specify in a
  written action taken prior to the first day of the Plan Year that the
  Employer Regular Matching Contributions will be made on Employee After-Tax
  Contributions in accordance with a schedule that conforms with a schedule in
  a., b. or c. Otherwise, the Employer Regular Matching Contributions made for
  a Plan Year on Employee After-Tax Contributions will be allocated in proportion
  to the Employee After-Tax Contributions for payroll periods ending within the
  Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ii.

  	
   

  	
  The Matching
  Contribution Period is ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  o

  	
   

  	
  each Plan Year.

  
	
   

  	
   

  	
  B.

  	
  o

  	
   

  	
  each payroll period.

  
	
   

  	
   

  	
  C.

  	
  o

  	
   

  	
  each month.

  
	
   

  	
   

  	
  D.

  	
  o

  	
   

  	
  each quarter of each
  Plan Year.

  
	
   

  	
   

  	
  E.

  	
  o

  	
   

  	
  each half of each Plan
  Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [NOTE: Employer
  Regular Matching Contributions will be calculated based on the Match Eligible
  Contributions for each Matching Contribution Period.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  iii.

  	
   

  	
  The Lead Employer may
  direct that an additional Employer Regular Matching Contribution be made for
  a Plan Year which, if made, will be allocated in proportion to the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  o

  	
   

  	
  N/A – such
  contributions will not be made.

  
	
   

  	
   

  	
  B.

  	
  o

  	
   

  	
  Employer Regular
  Matching Contributions received under the above schedule for the Plan Year.
  The allocation will be made among all eligible Participants described in I.3.
  [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  i.

  	
   

  	
  o  who are Non-Highly Compensated
  Employees.

  
									



 


13

















 


	
  Fixed Contributions –
  based on Years of Credited Service:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  o

  	
   

  	
  determined under the
  following schedule [complete schedule and
  the items that follow]: [NOTE: Use of this
  option will require benefits, rights, and features testing under Code
  § 401(a)(4), in addition to ACP testing.] [NOTE: If this option is
  elected, the Matching Contribution Period is the Plan Year and contributions
  should not be deposited or allocated until after the end of the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Optional: –
  Discretionary Contributions

  



 


	
   

  	
   

  	
  The Employer Regular

  Matching

  Contribution will be:

  	
   

  	
  Of Match Eligible Contributions

  for Participants with at least the

  following number of

  years of credited service:

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  B

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  %

  	
   

  	
  1 yr. [NOTE:
  If more than one year of Service is required to participate in the Employer
  Regular Matching Component, that service requirement must be satisfied to
  receive a contribution.]

  	
   

  
	
  2

  	
   

  	
  %
  [more than 1A%]

  	
   

  	
  yrs. [more than 1B]

  	
   

  
	
  3

  	
   

  	
  %
  [more than 2A%]

  	
   

  	
  yrs. [more than 2B]

  	
   

  
	
  4

  	
   

  	
  %
  [more than 3A%]

  	
   

  	
  yrs. [more than 3B]

  	
   

  
	
  5

  	
   

  	
  %
  [more than 4A%]

  	
   

  	
  yrs. [more than 4B]

  	
   

  



 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i.

  	
  The Match Eligible
  Contributions are the ... [check each that applies]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  A.

  	
  o

  	
  Employee Pre-Tax
  Contributions.

  
	
   

  	
   

  	
   

  	
  B.

  	
  o

  	
  Employee After-Tax
  Contributions ... [check if applicable]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1.

  	
  o

  	
  except that the
  Employer Regular Matching Contributions made on Employee After-Tax
  Contributions will be a 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  discretionary amount
  determined by the Lead Employer. [NOTE: The
  Lead Employer may specify in a written action taken prior to the first
  day of the Plan Year that the Employer Regular Matching Contributions will be
  made on Employee After-Tax Contributions in accordance with a schedule that
  conforms with a schedule in a., b. or c. Otherwise, the Employer Regular
  Matching Contributions made for a Plan Year on Employee After-Tax
  Contributions will be allocated in proportion to the Employee After-Tax
  Contributions for payroll periods ending within the Plan Year.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ii.

  	
  The Participant’s years
  of credited service for this purpose means ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  A.

  	
  o

  	
  the number of Plan
  Years in which the Participant had        [1,000 or less] or more Hours of Service.

  
	
   

  	
   

  	
   

  	
  B.

  	
  o

  	
  the number of years of
  elapsed time Service of the Participant as of the last day of the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  iii.

  	
  The Lead Employer may
  direct that an additional Employer Regular Matching Contribution be made for
  a Plan Year which, if made, will be allocated in proportion to the ... [check one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  A.

  	
  o

  	
  N/A – such contributions
  will not be made.

  
	
   

  	
   

  	
   

  	
  B.

  	
  o

  	
  Employer Regular
  Matching Contributions received under the above schedule for the Plan Year.
  The allocation will be made among all eligible Participants described in I.3.
  [check if applicable]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  i.

  	
  o

  	
  who are Non-Highly
  Compensated Employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Discretionary Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.

  	
   

  	
  x

  	
   

  	
  a discretionary amount
  determined by the Lead Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  The Lead Employer may
  specify in a written action taken prior to
  the first day of the Plan Year that Employer Regular Matching Contributions
  will be made for such Plan Year in accordance with a schedule that conforms
  with a schedule specified in a., b. or

  
										



 


14
















 


	
   

  	
  c., above. A separate
  schedule may apply to Employee Pre-Tax Contributions and Employee After-Tax
  Contributions.

  

  If such written action is not taken
  prior to the first day of the Plan Year, then any Employer Regular Matching
  Contribution made for the Plan Year on Employee Pre-Tax Contributions will be
  allocated in proportion to Employee Pre-Tax Contributions for payroll periods
  ending within the Plan Year that do not exceed [check one]:

  
	
   

  	
   

  
	
   

  	
  i.    x
  N/A – no limit.

  ii.   o
  $        .

  iii.  o
           % of Plan Compensation
  for the Plan Year.

  iv.  o
  the lesser of $         or            %
  of Plan Compensation for the Plan Year.



  Any Employer Regular
  Matching Contribution made for the Plan Year on Employee After-Tax
  Contributions will be allocated in proportion to Employee After-Tax Contributions
  for payroll periods ending within the Plan Year.

  
	
   

  	
   

  
	
  Vesting Schedule for Employer
  Regular Matching Component:

  [Plan Sec. 10.2(e)] 

  
	
   

  	
   

  
	
  I.5.

  

  a.

  	
  A Participant’s vested
  percentage in his/her Employer Regular Matching Contribution Account will be
  ... [check one]:

  

  x  100% at all times.

  
	
  b.

  	
  o   determined
  under the following schedule ... [complete
  as desired]:

  
				



 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  
	
   

  	
  0

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
  %

  	
  [20% or more]

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
  %

  	
  [40% or more]

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
  %

  	
  [60% or more]

  	
   

  
	
   

  	
  5

  	
   

  	
   

  	
  %

  	
  [80% or more]

  	
   

  
	
   

  	
  6

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  7 or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
  c.

  	
  o  determined
  under the following schedule ... [complete
  as desired]:

  



 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  
	
   

  	
  0

  	
   

  	
   

  	
  0

  	
  %

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
  5 or more

  	
   

  	
   

  	
  100

  	
  %

  	
   

  



 


	
  [NOTE:  If the Plan is
  Top-Heavy, the vested percentage of the Participant will be the greater of
  the vested percentage determined under the vesting schedule specified above
  or the applicable vesting schedule specified in Plan Sec. 17.2.]

  
	
   

  
	
  In-Service Hardship
  Withdrawals:

  [Plan Sec. 11.2]

  
	
   

  	
   

  
	
  I.6.

  	
  Withdrawals from
  Employer Regular Matching Contribution Accounts on account of Hardship are ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  x   not
  allowed.

  
	
  b.

  	
  o   allowed.

  
	
   

  	
   

  
	
  J.     Employer Regular Profit Sharing Component

  
	
   

  
	
  Profit Sharing Contributions:

  [Plan Sec. 6.2]

  
	
   

  
	
  J.1.

  	
  Employer Regular Profit
  Sharing Contributions ... [check
  one]:

  
	
   

  	
   

  
	
  a.

  	
  x  may

  
	
  b.

  	
  o   may
  not [Skip to Section K.]

  
	
   

  	
   

  
	
   

  	
  ... be made under the
  Plan as provided in this Section.

  



 


15

















 


	
  Service Requirement:

  [Plan Sec. 3.1(a)]

  
	
   

  	
   

  
	
  J.2.

  	
  For an Employee to
  participate in the Employer Regular Profit Sharing Component, he/she must
  have completed ... [check one]:  [NOTE:  Whether an Employee has “one year” or “two
  years” of Service is determined using the method elected in D.8.]  [NOTE: If more than one year of Service (or
  12 months of elapsed time Service) is elected, the Plan must provide for full
  and immediate vesting of Employer Regular Profit Sharing Contribution Accounts.]

  
	
   

  	
   

  
	
  a.

  	
  o   one
  year of Service.

  
	
  b.

  	
  o   two
  years of Service.

  
	
  c.

  	
  o         [24 or less]
  months of elapsed time Service.

  
	
  d.

  	
  x  the
  lesser of one year of Service or the completion of a ... [complete]:

  
	
   

  	
   

  
	
   

  	
  i.   6  [less than 12] month

  
	
   

  	
   

  
	
   

  	
  ... eligibility computation
  period during which the Employee has a number of Hours of Service equal to at
  least 1,000 multiplied by a fraction, the numerator of which is the number of
  months in the eligibility computation period, and the denominator of which is
  12.

  
	
   

  	
   

  
	
  e.

  	
  o   N/A
  – there is no service requirement.

  
	
   

  	
   

  
	
  Requirements to Share in the
  Employer Regular Profit Sharing Contribution:

  [Plan Sec. 6.2(a) or (b)]

  
	
   

  
	
  J.3.

  	
  A Participant will
  share in the Employer Regular Profit Sharing Contribution for a Plan Year if
  (and only if) he/she is an Active Participant in the Employer Regular Profit
  Sharing Component at some time during the Plan Year ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o   even
  if he/she is not an Employee on the last day of the Plan Year, and regardless
  of the number of Hours of Service he/she completes during the Plan Year.

  
	
  b.

  	
  x   and
  either is an Employee on the last day of the Plan Year or
  completes at least ...[check one of i. or ii.,
  and check iii. if it applicable]:

  
	
   

  	
   

  
	
   

  	
  i.    x   501

  
	
   

  	
  ii.   o   1,000

  
	
   

  	
   

  
	
   

  	
  ... Hours of Service
  during the Plan Year.

  
	
   

  	
   

  
	
   

  	
  iii.  x   However,
  the last day and hours requirements do not apply if the Participant’s
  Termination of Service occurs during the Plan Year because he/she dies, becomes
  Disabled or retires after Normal Retirement Age.

  
	
   

  	
   

  
	
  c.

  	
  o   and
  both is an Employee on the last day of the Plan Year and
  completes at least ...  [check one of i. or ii., and check iii. if
  it        applicable]:

  
	
   

  	
   

  
	
   

  	
  i.    o   501

  
	
   

  	
  ii.   o   1,000

  
	
   

  	
   

  
	
   

  	
  ... Hours of Service
  during the Plan Year.

  
	
   

  	
   

  
	
  d.

  	
  o   and
  is an Employee on the last day of the Plan Year.

  
	
   

  	
   

  
	
   

  	
  i.   o   However,
  the last day requirement does not apply if the Participant’s Termination of
  Service occurs during the Plan Year because he/she dies, becomes Disabled or
  retires after Normal Retirement Age.

  
	
   

  	
   

  
	
  e.

  	
  o   and
  has completed at least ... [check one of  i. or ii., and check iii. if it
  applicable]:

  
	
   

  	
   

  
	
   

  	
  i.    o   501

  
	
   

  	
  ii.   o   1,000

  
	
   

  	
   

  
	
   

  	
  ... Hours of Service
  during the Plan Year.

  



 


16

















 


	
   

  	
  iii.  o  However,
  the hours requirement does not apply if the Participant’s Termination of
  Service occurs during the Plan Year because he/she dies, becomes Disabled or
  retires after Normal Retirement Age.

  
	
   

  	
   

  
	
   

  	
  [NOTE: In the event of a short Plan Year, any minimum number of Hours
  of Service will be proportionately reduced.]

  
	
   

  
	
  Contribution/Allocation
  Formula:

  [Plan Sec. 6.2(a) or (b)]

  
	
   

  
	
  J.4.

  	
  The Employer Regular
  Profit Sharing Contribution for each Plan Year will ... [check one. 
  Do not check b. if any Controlled Group Member maintains any other
  plan that is integrated and that covers any of the same Participants]: 
  [NOTE:
  If the Plan is Top-Heavy, the contribution formula or allocation method for
  the Employer Regular Profit Sharing Contributions will be applied with the applicable
  modifications described in Plan Sec. 17.1(b).]

  
	
   

  	
   

  
	
   

  	
  Non-Integrated
  Variable Formula – Discretionary 

  
	
   

  	
   

  
	
  a.

  	
  x  be
  allocated among the eligible Participants ... [check one]:

  
	
   

  	
   

  
	
   

  	
  i.   x  in
  proportion to Plan Compensation for the Plan Year

  
	
   

  	
   

  
	
   

  	
  ii   o  as
  an equal dollar amount (subject to the limits of Code § 415)

  
	
   

  	
   

  
	
   

  	
  ...
  using the non-integrated allocation formula in Plan Sec. 6.2(a)(1).

  
	
   

  	
   

  
	
   

  	
  The amount of the
  contribution will be a discretionary amount determined by the Lead Employer
  (not contingent on Net Profits).

  
	
   

  	
   

  
	
       Integrated
  Variable Formula – Discretionary 

  
	
   

  	
   

  
	
  b.

  	
  o  be
  allocated among the eligible Participants using an integrated allocation
  formula in Plan Sec. 6.2(a)(2).

  
	
   

  	
   

  
	
   

  	
  The amount of
  the contribution will be a discretionary amount determined by the Lead
  Employer (not contingent on Net Profits).

  
	
   

  	
   

  
	
   

  	
  i.    The
  Integration Level is ... [check
  one]:

  
	
   

  	
   

  
	
   

  	
  A.    o  the
  Taxable Wage Base in effect at the beginning of the Plan Year.

  
	
   

  	
  B.    o  $         [not more than
  the Taxable Wage Base in effect at the beginning of the Plan Year in which
  this dollar amount is first effective].

  
	
   

  	
  C.    o              %
  [less than
  100%] of the Taxable Wage Base in effect at the beginning
  of the Plan Year.

  
	
   

  	
   

  
	
   

  	
  ii.    The
  integrated allocation formula used is the ... [check one]:

  
	
   

  	
   

  
	
   

  	
  A.     o  Two-step
  formula (non-top-heavy method).

  
	
   

  	
  B.     o   Four-step
  formula (top-heavy method).

  
	
   

  	
   

  
	
  Non-Integrated
  Fixed Formula – Non-Discretionary

  
	
   

  	
   

  
	
  c.

  	
  o   equal
  a fixed amount for each eligible Participant. 
  The amount of the contribution will be ... [check
  one]:

  
	
   

  	
   

  
	
   

  	
  i.    o  $           for the Plan Year.

  
	
   

  	
   

  
	
   

  	
  ii.   o  $           for
  each ... [check one]:

  
	
   

  	
   

  
	
   

  	
  A.    o  Hour
  of Service

  
	
   

  	
  B.    o  day

  
	
   

  	
  C.    o  week

  
	
   

  	
   

  
	
   

  	
  ... as
  an Active Participant in the Employer Profit Sharing Component during the
  Plan Year.

  
	
   

  	
   

  
	
   

  	
  iii.   o       %
  [not to exceed
  25%] of Plan Compensation for the Plan Year.

  
	
   

  	
   

  
	
  Vesting Schedule for Employer
  Regular Profit Sharing Component:

  [Plan Sec. 10.2(e)]

  
	
   

  
	
  J.5.

  	
  A Participant’s vested
  percentage in his/her Employer Regular Profit Sharing Contribution Account
  will be ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  x   100%
  at all times.

  
	
   

  	
  o   determined
  under the following schedule ... [complete
  as desired]:

  
				



 


17

















 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  
	
   

  	
  0

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
  %

  	
  [20% or more]

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
  %

  	
  [40% or more]

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
  %

  	
  [60% or more]

  	
   

  
	
   

  	
  5

  	
   

  	
   

  	
  %

  	
  [80% or more]

  	
   

  
	
   

  	
  6

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  7 or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
  c.

  	
  o

  	
  determined under the
  following schedule ... [complete
  as desired]:

  



 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  	
   

  
	
   

  	
  0

  	
   

  	
   

  	
  0

  	
  %

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
   

  	
  %

  	
   

  
	
   

  	
  5 or more

  	
   

  	
   

  	
  100

  	
  %

  	
   

  



 


	
  [NOTE:  If the Plan is
  Top-Heavy, the vested percentage of the Participant will be the greater of
  the vested percentage determined under the vesting schedule specified above
  or the applicable vesting schedule specified in Plan Sec. 17.2.]

  
	
   

  
	
  In-Service Hardship
  Withdrawals:

  [Plan Sec. 11.2]

  
	
   

  
	
  J.6.

  	
  Withdrawals from
  Employer Regular Profit Sharing Contribution Accounts on account of Hardship
  are ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  x   not
  allowed.

  
	
   

  	
  o   allowed.

  
	
   

  	
   

  
	
  K.    Employer Qualified Matching and Profit Sharing Component

  
	
   

  
	
  [NOTE:  Contributions elected
  under this Section K. are in addition to any Employer Safe-Harbor
  Matching, Regular Matching, Safe-Harbor Profit Sharing or Regular Profit
  Sharing Contributions.]

  
	
   

  
	
  Employer Qualified
  Contributions:

  [Plan Secs. 5.3 and 6.3]

  
	
   

  
	
  K.1.

  	
  Employer Qualified
  Matching and/or Qualified Profit Sharing Contributions may be made under the
  Plan at the discretion of the Lead Employer.

  
	
   

  	
   

  
	
   

  	
  [NOTE:  Employer Qualified
  Matching and/or Qualified Profit Sharing Contributions must be made within
  twelve months following the close of the applicable Plan Year.  However, contributions made later than 30
  days after the employer’s tax filing deadline must be treated as Annual
  Additions in the Limitation Year made for purposes of Code § 415.]

  
	
   

  	
   

  
	
   

  	
  [NOTE:  The “applicable” Plan
  Year is the current Plan Year if the current year testing method is used, or
  the prior Plan Year if the prior year testing method is used.]

  
	
   

  	
   

  
	
  Employer Qualified Matching
  Contributions (QMACs):

  [Plan Sec. 5.3]

  
	
   

  
	
  K.2.

  	
  Employer Qualified
  Matching Contributions (QMACs) will be allocated among the Non-Highly
  Compensated Employees who are eligible Participants described in I.3. with
  respect to the applicable Plan Year. 
  The allocation will be made in proportion to the Employer Regular
  Matching Contributions of each eligible Participant.  [NOTE: 
  Employer Qualified Matching Contributions will be made only if the
  Plan includes an Employer Regular Matching Component.]

  
	
   

  	
   

  
	
  Employer Qualified Profit
  Sharing Contributions (QNECs):

  [Plan Sec. 6.3]

  
	
   

  	
   

  
	
  K.3.

  	
  Employer Qualified
  Profit Sharing Contributions (QNECs) will be allocated among the Non-Highly
  Compensated Employees who benefit under the applicable Component for the
  applicable Plan Year.  [NOTE: 
  The “applicable” Component is the Employee Pre-Tax Component in the
  case of a contribution made to satisfy the Actual Deferral Percentage (ADP)
  Test of Code § 401(k); or the Employer Regular Matching Component in the case
  of a contribution made to satisfy the Actual Contribution Percentage (ACP)
  Test of Code § 401(m).]  [NOTE:  If a Component is disaggregated into two or
  more separate Components for purposes of the coverage requirements of Code §
  410(b), the contribution will be determined separately for each disaggregated
  Component. ]

  



 


18

















 


	
   

  	
  [NOTE:  An Employee “benefits”
  under the Employee Pre-Tax Component if he/she is eligible to make
  Employee Pre-Tax Contributions during the applicable Plan Year.  An Employee “benefits” under the Employer
  Regular Matching Component if he/she satisfies the requirements in I.3. for
  the applicable Plan Year.]

  
	
   

  	
   

  
	
  K.4.

  	
  Employer Qualified
  Profit Sharing Contributions (QNECs) will be allocated ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  x   as
  a uniform percentage of Plan Compensation for the Plan Year, using testing
  compensation as the definition of Plan Compensation for the Plan Year instead
  of the definition in Section E.

  
	
  b.

  	
  o   as
  an equal dollar amount.

  
	
  c.

  	
  o   first to the eligible
  Participant with the lowest Plan Compensation for the Plan Year, then to the
  eligible Participant with the next lowest Plan Compensation for the Plan
  Year, etc. until the applicable test is met, using testing compensation as
  the definition of Plan Compensation for the Plan Year instead of the
  definition in Section E, and with the allocation to each eligible
  Participant limited to the amount permitted under Code § 415.  [NOTE:  This option c. is not appropriate if the
  “prior year” testing method is used.]

  
	
   

  	
   

  
	
   

  	
     [NOTE:  For
  this purpose, “testing compensation” means the definition of compensation
  used for purposes of applying    the Actual Deferral
  Percentage Test or Actual Contribution Percentage Test for the applicable
  Plan Year.]

  
	
   

  	
   

  
	
  L.    Retirement and In-Service Withdrawals

  
	
   

  
	
  Retirement Age:

  [Plan Secs. 2.15 and 2.40]

  
	
   

  
	
  L.1.

  	
  The Normal Retirement Age is ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  x   age
  65 [65 or less].

  
	
  b.

  	
  o   the
  later of age       [65 or less] or
  the         [5th or less]
  anniversary of the first day of the Plan Year in which the Participant
  commenced participation in the Plan.

  
	
   

  	
   

  
	
  L.2.

  	
   The Early
  Retirement Age is ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o   N/A
  – early retirement is not recognized under the Plan.

  
	
  b.

  	
  x   age55 [less than
  Normal Retirement Age].

  
	
  c.

  	
  o   the
  later of age           [less than
  Normal Retirement Age] or the date on which the
  Participant completes           years
  of vesting Service.

  
	
   

  	
   

  
	
  In-Service
  Withdrawals:

  [Plan Sec. 11.2]

  
	
   

  
	
  L.3.

  	
  Withdrawals prior to
  Termination of Service, other than on account of Hardship, are ... [check a., or
  check each of b. and c. that applies]:

  
	
   

  	
   

  
	
  a.

  	
  x   not
  allowed from any Contribution Account.

  
	
  b.

  	
  o   allowed
  from any Contribution Account for any reason after ... [check one]:

  
	
   

  	
   

  
	
   

  	
  i.     o  Normal
  Retirement Age.  [NOTE:
  This option is not appropriate if the Normal Retirement Age designated in
  L.1. is      less than 591⁄2.]

  
	
   

  	
  ii.    o  age
  591⁄2.

  
	
   

  	
   

  
	
  c.

  	
  o   allowed
  from an Employer Regular Matching or Regular Profit Sharing Contribution
  Account at any age and for any reason, provided the withdrawal may not include
  amounts allocated to the Contribution Account within two years prior to the
  withdrawal, unless the Participant has completed five years of participation
  in the Plan.  [NOTE:  The calculation of the maximum amount
  available for withdrawal is set forth in Plan Sec. 11.2(b).]

  
	
   

  	
   

  
	
   

  	
  [NOTE:  Availability of in-service withdrawals on
  account of Hardship with respect to certain Components is addressed under
  F.9., I.6., and J.6. and the Frozen Account Addendum, respectively.]

  
	
   

  	
   

  
	
  M.    Special Vesting Rules

  
	
   

  
	
  [NOTE:  Do not complete if the Plan provides for
  full and immediate vesting of all Contribution Accounts.  Skip to Section N.]

  



 


19

















 


	
  Vesting:

  [Plan Sec. 10.2(e)]

  
	
   

  	
   

  
	
  M.1.

  	
  A Participant’s vested
  percentage in his/her Employee Pre-Tax, After-Tax, Forfeiture Restoration,
  Deductible and Rollover Contribution Accounts, and in his/her Employer
  Safe-Harbor Matching, Qualified Matching, Safe-Harbor Profit Sharing and
  Qualified Profit Sharing Contribution Accounts, will be 100% at all times.

  
	
   

  	
   

  
	
   

  	
  A Participant’s vested
  percentage in his/her Employer Regular Matching Contribution Account will be
  determined under I.5.

  
	
   

  	
   

  
	
   

  	
  A Participant’s vested
  percentage in his/her Employer Regular Profit Sharing Contribution Account
  will be determined under J.5.

  
	
   

  	
   

  
	
  Service
  Disregarded for Vesting:

  [Plan Sec. 10.2(f)]

  
	
   

  
	
  M.2.

  	
  To determine the vested
  percentage of a Participant in his/her Employer Regular Matching or Regular
  Profit Sharing Contribution Account, Service ... [check each that applies]:

  
	
   

  	
   

  
	
  a.

  	
  o   before
  the Participant attained the age of                [18 or less]

  
	
  b.

  	
  o   before
  any Controlled Group Member first maintained this Plan (or a predecessor plan)

  
	
   

  	
   

  
	
   

  	
  ... will be
  disregarded.  [NOTE: 
  These exclusions will not apply for purposes of determining a
  Participant’s Early Retirement Age.]

  
	
   

  	
   

  
	
  Treatment
  of Forfeitures:

  [Plan Sec. 5.2(g)]

  
	
   

  
	
  M.3.

  	
  A Pending Allocation
  Account that reflects Forfeitures from Employer Regular Matching and/or
  Regular Profit Sharing Contribution Accounts can be applied to pay
  recordkeeping administrative expenses of the Plan if so directed by the Plan
  Administrator.  Any amounts not used to
  pay administrative expenses will be ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o   applied
  as a credit against Employer Contributions that are made under the Plan, as
  and when directed by the Lead Employer.

  
	
  b.

  	
  o   allocated
  as of the last day of each Plan Year as an additional Employer Regular
  Matching Contribution if the Forfeitures are from Employer Regular Matching
  Contribution Accounts, or allocated as an additional Employer Regular Profit
  Sharing Contribution if the Forfeitures are from Employer Regular Profit
  Sharing Accounts.  The allocation will
  be made in the same manner as (and as part of) any variable contribution, or
  in proportion to any fixed contribution, under the Plan.  [NOTE:  If the Plan provides for a discretionary
  contribution, and a contribution is not made for a Plan Year, the allocation
  will be made in the same manner as the discretionary contribution would have
  been allocated.]

  
	
   

  	
   

  
	
  N.     Employer
  Securities

  
	
   

  
	
  Employer
  Securities:

  [Plan Secs. 14.13 and 14.14]

  
	
   

  
	
  N.1.

  	
  The Plan ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o   may
  not [Skip to Section O.]

  
	
  b.

  	
  x   may

  
	
   

  	
   

  
	
   

  	
  ... hold Qualifying Employer Securities.

  
	
   

  	
   

  
	
  Voting
  Provisions:

  [Plan Secs. 14.13(d) and 14.14]

  
	
   

  
	
  N.2.

  	
  A Participant will be
  allowed to direct the vote on Qualifying Employer Securities credited to
  his/her Account on ... [check
  one]:

  
	
   

  	
   

  
	
  a.

  	
  o   any
  matter put to the vote of shareholders. 
  [NOTE:
  Qualifying Employer Securities for which Participants fail to provide timely
  direction will be voted in the same proportion as the votes cast on
  securities for which other Participants provide timely direction.]

  
	
  b.

  	
  x   N/A
  – not allowed to direct any vote.

  
	
   

  	
   

  
	
  Tender
  Provisions:

  [Plan Secs. 14.13(e)  and 14.14]

  
	
   

  
	
  N.3.

  	
  A Participant will be
  allowed to direct the hold or sell/exchange decision on Qualifying Employer
  Securities credited to his/her Account in ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o   any
  tender or exchange offer, or any cash or stock offer made in connection with
  a merger or other corporate transaction.

  
	
   

  	
   

  
	
   

  	
        
  Qualifying Employer Securities for which Participants fail to provide timely
  direction ... [check one]:

  



 


20
















 


	
   

  	
   

  	
  i.

  	
  o

  	
  will
  be held or sold/exchanged in the same proportion as the securities for which
  other Participants provide timely direction.

  
	
   

  	
   

  	
  ii.

  	
  o

  	
  will
  be held or sold/exchanged at the discretion of the Lead Employer, or a Named
  Fiduciary or Investment Manager designated by the Lead Employer.

  
	
   

  	
   

  	
  iii.

  	
  o

  	
  will
  not be sold/exchanged.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  x

  	
  N/A
  – not allowed to direct the hold or sell/exchange decision in any corporate
  transaction.

  



 


O.            Payment of Benefits


 


Balances
Less Than Cash-Out Amount:

[Plan Sec. 12.4]


 


O.1.    The Benefit subject to
involuntary cash-out is ... [check
one]:


 


	
  a.

  	
  x

  	
  $5,000
  or less.

  
	
  b.

  	
  o

  	
  N/A
  – involuntary cash-out distributions will not be made.

  



 


Payment
Forms:

[Plan Secs. 12.3(b) and 12.6]


 


O.2.    A lump-sum payment ... [check one]:


 


	
  a.

  	
  o

  	
  is
  the only form of payment permitted to a Participant or Beneficiary
  (except partial payments in the minimum amount necessary to satisfy Code §
  401(a)(9)).

  
	
  b.

  	
  x

  	
  or
  partial payments are permitted to a Participant or Beneficiary.  [NOTE:  A Participant or Beneficiary must
  separately request each partial payment unless a methodology for systematic
  partial payments is established by the Plan Administrator, including partial
  payments in the minimum amount necessary to satisfy Code § 401(a)(9).]

  



 


P.            Top-Heavy Provisions


 


Coordination
With Other Qualified Plans:

[Plan Sec. 17.1]


 


	
  P.1.

  	
   

  	
  Does
  any Controlled Group Member maintain another qualified plan? [check one]:

  
	
   

  	
   

  	
   

  
	
  a.

  	
  x 

  	
  No. 
  [Skip to
  Section Q.]

  
	
  b.

  	
  o

  	
  Yes.

  
	
   

  	
   

  	
   

  
	
  P.2.

  	
   

  	
  If
  this Plan is Top-Heavy, and if a Participant also is covered under another
  qualified defined contribution plan, the defined contribution minimum will be
  provided under ... [check one]:

  
	
   

  	
   

  	
   

  
	
  a.

  	
  o

  	
  N/A – no such defined contribution plan exists.

  
	
  b.

  	
  o

  	
  the other plan.

  
	
  c.

  	
  o

  	
  this Plan.

  
	
   

  	
   

  	
   

  
	
  P.3.

  	
   

  	
  If this Plan is Top-Heavy, and if a Participant
  also is covered under a qualified defined benefit plan, ... [check one]:

  
	
   

  	
   

  	
   

  
	
  a.

  	
  o

  	
  N/A – no such defined benefit plan exists.

  
	
  b.

  	
  o

  	
  a defined benefit minimum of 2% per year of
  Service (up to 20%) will be provided under the defined benefit plan.

  
	
  c.

  	
  o

  	
  a
  defined contribution minimum of 5% will be provided under the defined
  contribution plan designated in P.2. (or if there is no other defined contribution
  plan, or if another defined contribution plan is designated in P.2. but the
  Participant is not covered under such plan, then under this Plan).

  
	
  d.

  	
  o

  	
  other [specify
  manner in which top-heavy benefit will be provided; attach addendum if
  necessary]:
                  .

  



 


Q.            Code § 415 Coordination


 


Correction
Method:

[Plan Sec. 18.1(b)]


 


	
  Q.1.

  	
  If
  Excess Annual Additions have been made under the Plan, the correction will be
  made using the ... [check one]: 
  [NOTE: 
  The following correction method applies only after Employee
  Pre-Tax and After-Tax Contributions for the Limitation Year have been refunded
  to the Participant.]

  
	
   

  	
   

  	
   

  
	
  a.

  	
  o

  	
  suspense
  account method – that is, the Excess Annual Additions will be placed in the
  Pending Allocation Account and will reduce Employer Contributions of all 

  
				



 


21

















 


	
   

  	
   

  	
  Participants
  in future Limitation Years.

  
	
  b.

  	
  x

  	
  current
  allocation method – that is, the Excess Annual Additions will be reallocated
  among other Active Participants as of the last day of the current Limitation
  Year in proportion to Plan Compensation.

  



 


Coordination With Other Plans:

[Plan Sec. 18.2]


 


	
  Q.2.

  	
  Does
  any Controlled Group Member maintain (i) another qualified defined
  contribution plan (other than another master or prototype plan), (ii) a
  simplified employee pension as defined in Code § 408(a), (iii) a
  welfare benefit fund as defined in Code § 419(e), or (iv) an
  individual medical account as defined in Code § 415(l)(2), under which
  amounts are treated as Annual Additions with respect to any Participant in
  this Plan? ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  x

  	
  No. 
  [Skip to
  Section R.]

  
	
   

  	
   

  	
   

  
	
  b.

  	
  o

  	
  Yes.

  
	
   

  	
   

  	
   

  
	
  Q.3.

  	
  If
  a Participant is covered under another qualified defined contribution plan
  (other than a master or prototype plan) or under a simplified employee
  pension, welfare benefit fund or individual medical account of a Controlled
  Group Member, ... [check one]:

  
	
   

  	
   

  
	
  a.

  	
  o

  	
  the
  method used to coordinate the limit on Annual Additions will be the same
  method that would be used for a master or prototype plan under Plan Sec.
  18.2(a).

  
	
  b.

  	
  o

  	
  the
  Excess Annual Additions will be attributed ... [check one]:

  
	
   

  	
   

  	
   

  
	
   

  	
  i.

  	
  o

  	
  last

  
	
   

  	
  ii.

  	
  o

  	
  first

  
	
   

  	
   

  
	
   

  	
  ...
  to this Plan.

  
	
   

  	
   

  	
   

  
	
  c.

  	
  o

  	
  other
  [specify the
  method that will be used to coordinate the annual addition limits in a manner
  that precludes discretion; attach addendum if necessary]:             .

  
					



 


R.            Special Testing Rules


 


[NOTE: 
If this Adoption Agreement amends the Plan to comply retroactively with
the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of
1997, complete and attach the “Special Testing Rules Addendum”.]


 


Highly Compensated

Employees:

[Plan Sec. 2.27]


 


	
  R.1.

  	
   

  	
  An
  Employee will be a Highly Compensated Employee if he/she is a more than
  five-percent owner at any time during the current Plan Year or the
  twelve-consecutive-month period immediately preceding the current Plan
  Year.  [NOTE:  The constructive ownership rules under
  Code § 318 apply for determining who is a more than five-percent owner.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  An
  Employee also will be a Highly Compensated Employee if his/her Compensation
  during the look-back period exceeded the limit in effect under Code
  § 414(q)(1)(B) ...
  [check if applicable]:  [NOTE: 
  The following election can only be made if it is made in all plans of
  all Controlled Group Members.]

  
	
   

  	
   

  	
   

  
	
  a.

  	
  o

  	
  and
  the Employee was in the top-paid group for the look-back period.

  
	
   

  	
   

  	
   

  
	
  R.2.

  	
   

  	
  The
  look-back period is the ... [check
  one]:

  
	
   

  	
   

  	
   

  
	
  a.

  	
  x

  	
  twelve-consecutive-month
  period immediately preceding the current Plan Year.  [NOTE:  This election is required if the
  Plan Year is the calendar year; the look-back period is the prior calendar
  year.]

  
	
  b.

  	
  o

  	
  calendar
  year ending within the current Plan Year. 
  [NOTE: 
  This election is not appropriate if the Plan Year is the calendar
  year, and can only be made if it is made in all plans (other than calendar
  year plans) of all Controlled Group Members.]

  



 


ADP/ACP
Testing Method:  

[Plan
Secs. 19.2 and 19.3]


 


[complete only if the Plan has an
Employee Pre-Tax or After-Tax Component]


 


	
  R.3.

  	
   

  	
  The
  Actual Deferral Percentage Test and the Actual Contribution Percentage Test
  will be applied using the ... [select
  the method being used for the Plan Year for which this Adoption Agreement is
  effective]:  [NOTE:  If the Plan is designated as a Safe-Harbor
  Plan, it will be deemed to be using the current year testing method – thus,
  b. must be elected below.]

  
	
   

  	
   

  	
   

  
	
  a.

  	
  o

  	
  prior
  year testing method.  [NOTE: 
  If the Plan is first required to apply the Actual 

  



 


22

















 


	
   

  	
   

  	
  Deferral
  Percentage Test or Actual Contribution Percentage Test in a Plan Year beginning
  on or after January 1, 1997 (and the plan is not a successor plan), and
  the prior year testing method is used for such Plan Year, then the test will
  be applied for such Plan Year using the greater of (i) 3%, or
  (ii) the Actual Deferral Percentage or Actual Contribution Percentage,
  as appropriate, of the Non-Highly Compensated Employees for such Plan Year.]

  
	
  b.

  	
  x

  	
  current
  year testing method.  [NOTE: 
  The current year testing election can be changed only under circumstances
  prescribed by the IRS.]

  



 


S.            Special Effective Date Rules


 


	
  S.1.

  	
   

  	
  The
  following Components are added and effective after the Original Effective
  Date or Amendment Effective Date specified in Section A ... [check each
  that applies]:

  
	
   

  	
   

  	
   

  
	
  a.

  	
  o

  	
  Employee
  Pre-Tax Component.

  
	
   

  	
   

  	
  Effective
  Date:       .

  
	
   

  	
   

  	
   

  
	
  b.

  	
  o

  	
  Employee
  After-Tax Component.

  
	
   

  	
   

  	
  Effective
  Date:      .

  
	
   

  	
   

  	
   

  
	
  c.

  	
  o

  	
  Employer
  Regular Matching Component.

  
	
   

  	
   

  	
  Effective
  Date:          [must be the
  first day of a Matching Contribution Period].

  
	
   

  	
   

  	
   

  
	
  d.

  	
  o

  	
  Employer
  Regular Profit Sharing Component.

  
	
   

  	
   

  	
  Effective
  Date:          .

  
	
   

  	
   

  	
   

  
	
  S.2.

  	
   

  	
  The
  effective date for the following provisions is different than the Original
  Effective Date or Amendment Effective Date specified in Section A ... [complete as
  appropriate]:

  



 




	
  Provision

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


T.            Frozen Accounts


 


	
  T.1.

  	
  The
  following Components have been removed, but Contribution Accounts still exist
  under the Plan for contributions made under the Component (these are referred
  to as “Frozen” Contribution Accounts)  [check each that applies]:  [NOTE:
  Complete the Frozen Account Addendum.]

  
	
   

  	
   

  
	
  a.

  	
  o  Employee Pre-Tax Component.

  
	
  b.

  	
  o  Employer Regular Matching Component.

  
	
  c.

  	
  o  Employer Regular Profit Sharing Component.

  
			



 


U.            Other Information for the Participating Employers


 


	
  Failure
  to fill out this Adoption Agreement completely and correctly may result in
  failure of the Plan to qualify under Code § 401(a).

  
	
   

  
	
  The
  Plan Administrator is responsible for administration of the Plan, including
  the filing of the annual report on Form 5500 and the preparation and
  delivery of summary plan descriptions, summaries of material modifications
  and summary annual reports. The Lead Employer and other fiduciaries agree to
  obtain bonds as required by law. [ERISA § 412.]

  
	
   

  
	
  Inquiries
  regarding the adoption of the Plan or the effect of the opinion letter should
  be directed to the Sponsor of the Prototype.

  



 


23

















 


V.            Sponsor of the Prototype


 


	
  The
  Sponsor of the Prototype is:

  
	
   

  
	
  Putnam
  Fiduciary Trust Company

  
	
  One
  Post Office Square

  
	
  Boston,
  Massachusetts 02109

  
	
  Telephone:     1-800-752-5766

  
	
   

  
	
  Putnam
  Fiduciary Trust Company (or its designee) will inform the Lead Employer if
  any amendments are made to the Prototype Defined Contribution Plan, or if the
  Prototype Defined Contribution Plan is discontinued or abandoned.

  



 


[The remaining portion of the page is intentionally blank]


 


24

















 


W.           Reliance
on IRS Opinion Letter


 


	
  The
  Participating Employers may rely on an opinion letter issued by the Internal
  Revenue Service (“IRS”) as evidence that the Plan is qualified under Code
  § 401(a) only to the extent provided in Announcement 2001-77,
  2001-30 I.R.B.

  
	
   

  
	
  The
  Participating Employers may not rely on the opinion letter in certain other
  circumstances or with respect to certain qualification requirements, which
  are specified in the opinion letter issued with respect to the Plan and in
  Announcement 2001-77.

  
	
   

  
	
  In
  order to have reliance in such circumstances or with respect to such
  qualification requirements, application for a determination letter must be
  made to Employee Plans Determinations of the Internal Revenue Service.

  
	
   

  
	
  This
  Adoption Agreement may be used only in conjunction with Basic Plan Document
  #01.

  



 


X.            Lead
Employer Signature


 


The
Lead Employer has executed this Adoption Agreement effective as of the dates
specified in the Adoption Agreement.


 


You should consult with an
attorney or other independent qualified advisor as to the legal and tax effect
of adopting the Plan.


 


	
  Date
  Signed:

  	
   

  	
   

  	
  Lead
  Employer: 

  	
  American
  Science and Engineering, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By
  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name
  (Print):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


25

















 


PROTOTYPE TRUST AGREEMENT


 


The
Trustee hereby accepts its appointment as such in accordance with
Article XX of the Basic Plan Document (for Putnam Fiduciary Trust Company)
or separate Trust Agreement (for any other Trustee).


 


 


	
  PUTNAM
  FIDUCIARY TRUST COMPANY: 

  	
   

  	
  INDIVIDUAL
  TRUSTEES: 

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  Name
  (Print):

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  (Print):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Date
  Signed:

  	
   

  	
   

  	
  Date
  Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name
  (Print):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date
  Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name
  (Print):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date
  Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FINANCIAL
  ORGANIZATION TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name
  (Print):

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date
  Signed:

  	
   

  
																	



 


26

















 


PUTNAM FIDUCIARY TRUST COMPANY


PROTOTYPE DEFINED CONTRIBUTION PLAN


 


SUPPLEMENT TO ADOPTION AGREEMENT


PARTICIPATING EMPLOYER ADOPTION


 


Effective
as of
                        
the undersigned Controlled Group Member adopts the Putnam Fiduciary Trust
Company Prototype Defined Contribution Plan as established by the Lead Employer
and agrees to be a “Participating Employer” under the Plan.  The Section of the Adoption Agreement
entitled “Reliance on IRS Opinion Letter” is incorporated herein by reference
and applies to the adoption of the Plan by the undersigned Participating
Employer.


 


 


	
  Date
  Signed:

  	
   

  	
   

  	
  Participating
  Employer:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name
  (Print):

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



 


Optional – Consent may be given
in any manner deemed appropriate by the Lead Employer.


 


The
Lead Employer hereby consents to the adoption of the Plan by the above
Controlled Group Member.


 


	
  Date
  Signed:

  	
   

  	
   

  	
  Lead
  Employer: American Science and Engineering, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name
  (Print):

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


Attach additional
sheet(s) for each Participating Employer.


 


27





















 


PUTNAM FIDUCIARY TRUST COMPANY


PROTOTYPE DEFINED CONTRIBUTION PLAN


 


PARTICIPATING EMPLOYER ADDENDUM


 


The
following Controlled Group Members are Participating Employers in the Plan as
of the Original Effective Date (specified in A.1.a.i.), the Amendment Effective
Date (specified in A.1.b.i.), or, if applicable, the effective date specified
in a Participating Employer Adoption Supplement to the Adoption Agreement:


 


Participating
Employer:


 


	
  Name:

  	
              

  



 


28
















 


PUTNAM
FIDUCIARY TRUST COMPANY


PROTOTYPE
DEFINED CONTRIBUTION PLAN


 


FROZEN
ACCOUNT ADDENDUM


 


The following vesting and
withdrawal rules apply to frozen accounts under this Plan.


 


A.    Frozen
Employee Pre-Tax Component


 


Vesting:


[Plan Sec. 10.2(e)]


 


A.1.    A Participant’s vested percentage in his/her
Frozen Employee Pre-Tax Contribution Account will be 100% at all times.


 


In-Service Withdrawals: 

[Plan Sec. 11.2]


 


A.2.    Withdrawals from Frozen Employee Pre-Tax
Contribution Accounts on account of Hardship are ... [check one]:


 


	
  a.

  	
  o

  	
  not allowed.

  
	
  b.

  	
  o

  	
  allowed.

  



 


B.    Frozen
Employer Regular Matching Component


 


Vesting:

[Plan Sec. 10.2(e)]


 


B.1.     A Participant’s vested percentage in
his/her Frozen Employer Regular Matching Contribution Account will be ... [check one]:


 


	
  a.

  	
  o

  	
  100% at all times.

  
	
  b.

  	
  o

  	
  determined under the
  following schedule ...  [complete as
  desired]:

  



 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  
	
   

  	
  0

  	
   

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
   

  	
  %

  	
  [20% or
  more]

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
   

  	
  %

  	
  [40% or
  more]

  	
   

  
	
   

  	
  5

  	
   

  	
   

  	
   

  	
  %

  	
  [60% or
  more]

  	
   

  
	
   

  	
  6

  	
   

  	
   

  	
   

  	
  %

  	
  [80% or more]

  	
   

  
	
   

  	
  7

  	
   or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
  c.

  	
  o

  	
  determined under the
  following schedule ...  [complete as
  desired]:

  



 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  
	
   

  	
  0

  	
   

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  5

  	
   or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


[NOTE:  If the Plan is Top-Heavy,
the vested percentage of the Participant will be the greater of the vested
percentage determined under the vesting schedule specified above or the
applicable vesting schedule specified in Plan Sec. 17.2.]


 


[NOTE: A Pending Allocation Account that reflects Forfeitures from
Frozen Employer Regular Matching Contribution Accounts can be applied to pay
administrative expenses of the Plan if so directed by the Plan
Administrator.  Any amounts not used to
pay administrative expenses will be applied in the same manner as Forfeitures
from Employer Regular Profit Sharing Contribution Accounts  or, if the Plan does not include an Employer
Regular Profit Sharing Component, or if Employer Regular Profit Sharing
Contributions are 100% vested at all times, will be applied as provided in the
Basic Plan Document.]


 


In-Service Withdrawals: 

[Plan Sec. 11.2]


 


B.2.     Withdrawals from Frozen Employer Regular
Matching Contribution Accounts on account of Hardship are ... [check one]:


 


29

















 


	
  a.

  	
  o

  	
  not allowed.

  
	
  b.

  	
  o

  	
  allowed.

  



 


C.    Frozen
Employer Regular Profit Sharing Component


 


Vesting:

[Plan Sec. 10.2(e)]


 


C.1.     A Participant’s vested percentage in
his/her Frozen Employer Regular Profit Sharing Contribution Account will be ... [check one]:


 


a.         o
100% at all times.


b.        o
determined under the following schedule ... [complete as desired]:


 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  
	
   

  	
  0

  	
   

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
   

  	
  %

  	
  [20% or more]

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
   

  	
  %

  	
  [40% or more]

  	
   

  
	
   

  	
  5

  	
   

  	
   

  	
   

  	
  %

  	
  [60% or more]

  	
   

  
	
   

  	
  6

  	
   

  	
   

  	
   

  	
  %

  	
  [80% or more]

  	
   

  
	
   

  	
  7

  	
   or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


c.         o
determined under the following schedule ... [complete as desired]:


 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  
	
   

  	
  0

  	
   

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  5

  	
   or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


[NOTE:  If the Plan is Top-Heavy,
the vested percentage of the Participant will be the greater of the vested
percentage determined under the vesting schedule specified above or the
applicable vesting schedule specified in Plan Sec. 17.2.]


 


[NOTE: A Pending Allocation Account that reflects Forfeitures from
Frozen Employer Regular Profit Sharing Contribution Accounts can be applied to
pay administrative expenses of the Plan if so directed by the Plan
Administrator.  Any amounts not used to
pay administrative expenses will be applied in the same manner as Forfeitures
from Employer Regular Matching Contribution Accounts  or, if the Plan does not include an Employer
Regular Matching Component, or if Employer Regular Matching Contributions are
100% vested at all times, will be applied as provided in the Basic Plan
Document.]


 


In-Service
Withdrawals: 

[Plan Sec. 11.2]


 


C.2.     Withdrawals from Frozen Employer Regular
Profit Sharing Contribution Accounts on account of Hardship are ... [check one]:


 


a.         o not allowed.


b.        o allowed.


 


30

















 


D.    Frozen
Employer Pension Component


 


Vesting:

[Plan Sec. 10.2(e)]


 


D.1.     A Participant’s vested percentage in
his/her Frozen Employer Pension Contribution Account will be ... [check one]:


 


a.         o 100% at
all times.


b.        o determined
under the following schedule ... [complete
as desired]:


 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  
	
   

  	
  0

  	
   

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
   

  	
  %

  	
  [20% or more]

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
   

  	
  %

  	
  [40% or more]

  	
   

  
	
   

  	
  5

  	
   

  	
   

  	
   

  	
  %

  	
  [60% or more]

  	
   

  
	
   

  	
  6

  	
   

  	
   

  	
   

  	
  %

  	
  [80% or more]

  	
   

  
	
   

  	
  7

  	
   or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


c.         o determined
under the following schedule ... [complete
as desired]:


 


	
   

  	
  Years of

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  
	
   

  	
  0

  	
   

  	
   

  	
  0

  	
  %

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
  5

  	
   or more

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


[NOTE:  If the Plan is Top-Heavy,
the vested percentage of the Participant will be the greater of the vested
percentage determined under the vesting schedule specified above or the
applicable vesting schedule specified in Plan Sec. 17.2.]


 


[NOTE: A Pending Allocation Account that reflects Forfeitures from
Frozen Employer Pension Contribution Accounts can be applied to pay
administrative expenses of the Plan if so directed by the Plan
Administrator.  Any amounts not used to
pay administrative expenses will be applied in the same manner as Forfeitures
from Employer Regular Matching and/or Regular Profit Sharing Contribution
Accounts or, if the Plan does not include an Employer Regular Matching or
Regular Profit Sharing Component, or if Employer Regular Matching and Regular
Profit Sharing Contributions are 100% vested at all times, will be applied as
provided in the Basic Plan Document.]


 


31

















 


SPECIAL TESTING RULES
ADDENDUM


 


This Special Testing Rules Addendum must be
completed if this amendment to the Plan is being made in order to retroactively
document the administrative choices made in response to changes in the law
resulting from the Uruguay Round Agreements Act (“GATT”), the Uniformed
Services Employment and Reemployment Rights Act of 1994 (“USERRA”), the Small
Business Job Protection Act of 1996 (“SBJPA”), the Taxpayer Relief Act of 1997
(“TRA ‘97”) and the Internal Revenue Service Restructuring and Reform Act of
1998 (“RRA ‘98”) (collectively referred to as “GUST”).


 


The elections or rules set forth in the Adoption
Agreement will control for Plan Years beginning on and after the Amendment
Effective Date of the Adoption Agreement that implements the changes required
by GUST.  The following elections or rules relate
only to Plan Years beginning prior to such Amendment Effective Date.


 


Highly Compensated Employees


 


Explanation:  Code § 414(q) allows two elections for
purposes of determining the Highly Compensated Employees.  First, a “top-paid group” election generally
limits the Highly Compensated Employees (other than more than five-percent
owners) to the top 20% of employees when ranked by compensation.  Second, if the Plan Year is other than the
calendar year, a “calendar year” election generally requires the Highly
Compensated Employees to be determined based on calendar year compensation
instead of Plan Year compensation.  These
elections are first available for Plan Years beginning on or after January 1,
1997.


 


Election (1):  Specify whether the “top-paid group” election
did or did not apply for the specified Plan Year ... [complete]:


 


	
  For the Plan Year

  beginning on or after

  January 1 of the following year:

  	
   

  	
  Did the
  top-paid group election apply?

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1997

  	
   

  	
  a.

  	
   

  	
  o
  N/A

  	
   

  	
  b.

  	
   

  	
  o
  did

  	
   

  	
  c.

  	
   

  	
  x
  did not

  	
   

  	
  ...apply

  
	
  1998

  	
   

  	
  d.

  	
   

  	
  o
  N/A

  	
   

  	
  e.

  	
   

  	
  o
  did

  	
   

  	
  f.

  	
   

  	
  x
  did not

  	
   

  	
  ...apply

  
	
  1999

  	
   

  	
  g.

  	
   

  	
  o
  N/A

  	
   

  	
  h.

  	
   

  	
  o
  did

  	
   

  	
  i.

  	
   

  	
  x
  did not

  	
   

  	
  ...apply

  
	
  2000

  	
   

  	
  j.

  	
   

  	
  o
  N/A

  	
   

  	
  k.

  	
   

  	
  o
  did

  	
   

  	
  l.

  	
   

  	
  x
  did not

  	
   

  	
  ...apply

  
	
  2001

  	
   

  	
  m.

  	
   

  	
  o
  N/A

  	
   

  	
  n.

  	
   

  	
  o
  did

  	
   

  	
  o.

  	
   

  	
  x
  did not

  	
   

  	
  ...apply

  



 


[NOTE: Depending on your Adoption Agreement, the “top-paid group”
election may automatically apply for Plan Years beginning on or after the
Amendment Effective Date of your new Adoption Agreement.]


 


Election (2):  Specify whether the “calendar year” election
did or did not apply for the specified Plan Year ... [complete]:
[NOTE: 
Do not complete for any year for which the calendar year was the Plan
Year.]


 


	
  For the Plan Year

  beginning on or after

  January 1 of the following year:

  	
   

  	
  Did the
  calendar year election apply?

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1997

  	
   

  	
  a.

  	
   

  	
  o  N/A

  	
   

  	
  b.

  	
   

  	
  o  did

  	
   

  	
  c.

  	
   

  	
  x  did not

  	
   

  	
  ...apply

  
	
  1998

  	
   

  	
  d.

  	
   

  	
  o  N/A

  	
   

  	
  e.

  	
   

  	
  o  did

  	
   

  	
  f.

  	
   

  	
  x  did not

  	
   

  	
  ...apply

  
	
  1999

  	
   

  	
  g.

  	
   

  	
  o  N/A

  	
   

  	
  h.

  	
   

  	
  o  did

  	
   

  	
  i.

  	
   

  	
  x  did not

  	
   

  	
  ...apply

  
	
  2000

  	
   

  	
  j.

  	
   

  	
  o  N/A

  	
   

  	
  k.

  	
   

  	
  o  did

  	
   

  	
  l.

  	
   

  	
  x  did not

  	
   

  	
  ...apply

  
	
  2001

  	
   

  	
  m.

  	
   

  	
  o  N/A

  	
   

  	
  n.

  	
   

  	
  o  did

  	
   

  	
  o.

  	
   

  	
  x  did not

  	
   

  	
  ...apply

  



 


[NOTE:  Depending on your Adoption Agreement, the “calendar
year” election may not be available for Plan Years beginning on or after the
Amendment Effective Date of your new Adoption Agreement.]


 


Actual Deferral/Contribution Percentage Test


 


Explanation:  Code § 401(k) requires that elective
deferrals annually satisfy an Actual Deferral Percentage (ADP) Test.  Further, Code § 401(m) requires that
employee after-tax contributions and matching contributions annually satisfy an
Actual Contribution Percentage (ACP) Test. 
Starting with the first Plan Year beginning on or after January 1,
1997, the ADP and ACP Tests must either be applied using a “prior year” or “current
year” testing methodology.


 


Election (1):  For each specified Plan Year in which the
Plan was subject to the ADP Test, specify whether the “prior year” or “current
year” testing methodology applied for purposes of the ADP Test ... [complete]:
[NOTE: 
If the Plan was a safe-harbor plan under Code § 401(k)(12) for any Plan
Year beginning on or after January 1, 1999, the “current year” method must
be specified for that Plan Year.]


 


32

















 


	
  For the Plan Year

  beginning on or after

  January 1 of the following year:

  	
   

  	
  Which
  testing method was used to apply the ADP Test?

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1997

  	
   

  	
  a.

  	
   

  	
  o  N/A

  	
   

  	
  b.

  	
   

  	
  x  current year

  	
   

  	
  c.

  	
   

  	
  o  prior year

  	
   

  	
  ...method

  
	
  1998

  	
   

  	
  d.

  	
   

  	
  o  N/A

  	
   

  	
  e.

  	
   

  	
  x  current year

  	
   

  	
  f.

  	
   

  	
  o  prior year

  	
   

  	
  ...method

  
	
  1999

  	
   

  	
  g.

  	
   

  	
  o  N/A

  	
   

  	
  h.

  	
   

  	
  x  current year

  	
   

  	
  i.

  	
   

  	
  o  prior year

  	
   

  	
  ...method

  
	
  2000

  	
   

  	
  j.

  	
   

  	
  o  N/A

  	
   

  	
  k.

  	
   

  	
  o  current year

  	
   

  	
  l.

  	
   

  	
  x  prior year

  	
   

  	
  ...method

  
	
  2001

  	
   

  	
  m.

  	
   

  	
  o  N/A

  	
   

  	
  n.

  	
   

  	
  x  current year

  	
   

  	
  o.

  	
   

  	
  o  prior year

  	
   

  	
  ...method

  



 


Election (2):  For each specified Plan Year in which the
Plan was subject to the ACP Test, specify whether the “prior year” or “current
year” testing methodology applied for purposes of the ACP Test ... [complete]:  [NOTE:  If the Plan was a safe-harbor plan under Code
§ 401(m)(11) for any Plan Year beginning on or after January 1, 1999, the “current
year” method must be specified for that Plan Year.]


 


	
  For the Plan Year

  beginning on or after

  January 1 of the following year:

  	
   

  	
  Which
  testing method was used to apply the ACP Test?

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1997

  	
   

  	
  a.

  	
   

  	
  o  N/A

  	
   

  	
  b.

  	
   

  	
  x  current year

  	
   

  	
  c.

  	
   

  	
  o  prior year

  	
   

  	
  ...method

  
	
  1998

  	
   

  	
  d.

  	
   

  	
  o  N/A

  	
   

  	
  e.

  	
   

  	
  x  current year

  	
   

  	
  f.

  	
   

  	
  o  prior year

  	
   

  	
  ...method

  
	
  1999

  	
   

  	
  g.

  	
   

  	
  o  N/A

  	
   

  	
  h.

  	
   

  	
  x  current year

  	
   

  	
  i.

  	
   

  	
  o  prior year

  	
   

  	
  ...method

  
	
  2000

  	
   

  	
  j.

  	
   

  	
  o  N/A

  	
   

  	
  k.

  	
   

  	
  o  current year

  	
   

  	
  l.

  	
   

  	
  x  prior year

  	
   

  	
  ...method

  
	
  2001

  	
   

  	
  m.

  	
   

  	
  o  N/A

  	
   

  	
  n.

  	
   

  	
  x  current year

  	
   

  	
  o.

  	
   

  	
  o  prior year

  	
   

  	
  ...method

  



 


Family Aggregation Rules


 


Explanation:  Code § 401(a)(17) previously applied certain “family
aggregation rules” to determine the annual compensation limit of a
Participant.  Those family aggregation rules were
repealed effective as of the first Plan Year beginning on or after January 1,
1997.  However, the Plan voluntarily may
have continued to apply the family aggregation rules until it is amended
for GUST.  This Special Testing Rules Addendum
assumes that the repeal of the family aggregation rules was recognized
effective as of the first Plan Year beginning on or after January 1,
1997.  If your Plan voluntarily applied
the family aggregation rules after that date, contact Putnam to obtain a
different Special Testing Rules Addendum.


 


Cash-Out Amount


 


Explanation:  Code § 411(a)(11) previously allowed
involuntary “cash-out” of amounts not in excess of $3,500.  This limit was raised to $5,000 effective as
of the first Plan Year beginning after August 5, 1997.  However, the Plan voluntarily may have
applied a lower cash-out amount (below $5,000) until it is amended for
GUST.  This Special Testing Rules Addendum
assumes that, if cash-out distributions are allowed, the cash-out amount was
increased to $5,000 effective as of the first day of the first Plan Year
beginning after August 5, 1997.  If
your Plan voluntarily applied a lower cash-out amount after that date, contact
Putnam to obtain a different Special Testing Rules Addendum.


 


Required Beginning Date


 


Explanation:  Code §401(a)(9) previously required that
minimum distributions commence to any Participant as of the April 1 of the
calendar year after the calendar year in which he/she attained age 701⁄2 (even if
he/she remained employed with the employer sponsoring the plan).  This “Required Beginning Date” was changed
for Participants who are still employed after age 701⁄2 (but not for more than
five percent owners) effective January 1, 1997.  However, the Plan voluntarily may have
continued to determine the Required Beginning Date based on the definition in
effect prior to January 1, 1997, until it is amended for GUST.  This Special Testing Rules Addendum
assumes that the new definition of “Required Beginning Date” was used starting January 1,
1997, and that Participants who had not yet reached the Required Beginning Date
(under the new definition) were allowed to stop minimum distributions.  If either of these conditions is not true,
contact Putnam to obtain a different Special Testing Rules Addendum.


 


33

















 


Combined Plan Limit


 


Explanation:  Code § 415(e) previously imposed a “combined
plan limit” if an employer maintained both a defined contribution plan and a
defined benefit plan.  This limit was
repealed effective for Limitation Years beginning on or after January 1,
2000.  However, the Plan voluntarily may
have continued to apply the limit until it is amended for GUST.  This Special Testing Rules Addendum
assumes that the repeal of the combined plan limit was recognized effective as
of the first Limitation Year beginning on or after January 1, 2000.  If your Plan voluntarily applied the combined
plan limit after that date, contact Putnam to obtain a different Special
Testing Rules Addendum.


 


34