Exhibit 10.56

PREMIERE GLOBAL SERVICES, INC. 401(K) PLAN

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Nonstandardized 401(k) Plan

ADOPTION AGREEMENT #005NONSTANDARDIZED 401(k) PLAN
[Related Employers only]

|                                                                                                                                                      |                                                                   |                                                                                                                               |       |                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | ----- | ---------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                      |                                                                   | The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively "Plan")
|under the Wells Fargo Defined Contribution Prototype Plan and Trust Agreement (basic plan document #01). The Employer, subject to                    
|the Employer's Adoption Agreement elections, adopts fully the Prototype Plan and Trust provisions. This Adoption Agreement, the basic plan           
|document and any attached Appendices or agreements permitted or referenced therein, constitute the Employer's entire plan and trust                  
|document. All "Election" references within this Adoption Agreement are Adoption Agreement Elections. All "Article" or "Section"                      
|references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document                          
|references.Where an Adoption Agreement election calls for the Employer to supply text, the Employer (without altering the content of any             
|existing printed text) may lengthen any space or line, or create additional tiers. When Employer-supplied text uses terms substantially              
|similar to existed printed options, all clarifications and caveats applicable to the printed options apply to the Employer-supplied text             
|unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic            
|plan document.                                                                                                                                        |                                                                  
|ARTICLE I                                                                                                                                            
|DEFINITIONS                                                                                                                                          
|1. EMPLOYER (1.23).                                                                                                                                  
|                                                                                                                                                      |                                                                   |                                                                                                                              
|                                                                                                                                                      |                                                                   | Name: Premiere Global Services, Inc.                                                                                         
|                                                                                                                                                      |                                                                   |                                                                                                                              
|                                                                                                                                                      |                                                                   | Address: 3280 Peachtree Road, N.W., Suite 1000, Atlanta, Georgia 30305                                                       
|                                                                                                                                                      |                                                                   |                                                                                                                              
|                                                                                                                                                      |                                                                   | Phone number: 404-262-8400                                                                                                   
|                                                                                                                                                      |                                                                   |                                                                                                                              
|                                                                                                                                                      |                                                                   | E-mail (optional): _______________________________                                                                           
|                                                                                                                                                      |                                                                   |                                                                                                                              
|                                                                                                                                                      |                                                                   | Employer's Taxable Year: December 31                                                                                         
|                                                                                                                                                      |                                                                   |                                                                                                                              
|                                                                                                                                                      |                                                                   | EIN: 59-3074176                                                                                                              
|                                                                                                                                                     
|2.                                                                                                                                                    |                                                                   | PLAN (1.40).                                                                                                                 
|                                                                                                                                                      |                                                                   |                                                                                                                              
|                                                                                                                                                      |                                                                   | Name: Premiere Global Services, Inc. 401(k) Plan                                                                             
|                                                                                                                                                      |                                                                   |                                                                                                                              
|                                                                                                                                                      |                                                                   | Plan number: 001_______________________________    (3-digit number for Form 5500 reporting)                                  
|                                                                                                                                                      |                                                                   |                                                                                                                              
|                                                                                                                                                      |                                                                   | Trust EIN (optional): _______________________________                                                                        
|                                                                                                                                                      |                                                                   |                                                                                                                              
|3. PLAN/LIMITATION YEAR (1.42/1.33). Plan Year and Limitation Year mean the 12 consecutive month period (except for a short                          
|Plan/Limitation Year) ending every (Complete (a) and (b)):                                                                                           
|[Note: Complete any applicable blanks under Election 3 with a specific date, e.g., "June 30" OR "the last day of February" OR "the first             
|Tuesday in January." In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., "May 1, 2008."]                            
|                                                                                                                                                     
|(a)                                                                                                                                                   | Plan Year(Choose one of (1) or (2) and choose (3) if applicable):
|                                                                                                                                                      |                                                                   |                                                                                                                               |       |                                                                                                                      
|                                                                                                                                                      |                                                                   | (1)                                                                                                                           | [X]   | December 31.                                                                                                         
|                                                                                                                                                      |                                                                   |                                                                                                                               |       |                                                                                                                      
|                                                                                                                                                      |                                                                   | (2)                                                                                                                           | [   ] | Fiscal Plan Year:ending:                                                                                             
|                                                                                                                                                      |                                                                   |                                                                                                                               |       |                                                                                                                      
|                                                                                                                                                      |                                                                   | (3)                                                                                                                           | [   ] | Short Plan Year:commencing: _____________ and ending: ___________ .                                                  
|                                                                                                                                                      |                                                                   |                                                                                                                              
|(b)                                                                                                                                                   |                                                                   | Limitation Year(Choose one of (1) or (2) and choose (3) if applicable):                                                      
|                                                                                                                                                      |                                                                   |                                                                                                                               |       |                                                                                                                      
|(1)                                                                                                                                                   |                                                                   |                                                                                                                               | [X]   | Generally same as Plan Year.The Limitation Year is the same as the Plan Year except where the Plan Year is a short   
|                                                                                                                                                      |                                                                   |                                                                                                                               |       | year in which event the Limitation Year is always a 12 month period, unless the short Plan Year (and short Limitation
|                                                                                                                                                      |                                                                   |                                                                                                                               |       | Year) result from a Plan amendment.                                                                                  
|                                                                                                                                                      |                                                                   |                                                                                                                               |      
|(2)                                                                                                                                                   |                                                                   |                                                                                                                               | [   ] | Different Limitation Year:ending:___________   .                                                                     
|                                                                                                                                                      |                                                                   |                                                                                                                               |      
|(3)                                                                                                                                                   |                                                                   |                                                                                                                               | [   ] | Short Limitation Year:commencing:_____________and ending:___________ .                                               
|                                                                                                                                                     
|4.                                                                                                                                                    |                                                                   | EFFECTIVE DATE (1.19). The Employer's adoption of the Plan is a (Choose one of (a), (b), or (c). Choose (d) if applicable):  
|                                                                                                                                                      |                                                                   |                                                                                                                              
|(a)                                                                                                                                                   | [   ]                                                             | New Plan.The Plan's Effective Date is:                                                                                       
|                                                                                                                                                      |                                                                   |                                                                                                                              
|(b)                                                                                                                                                   | [X]                                                               | Restated Plan.The Plan's restated Effective Date is: January 1, 2009. The Plan's original Effective Date was: July 1,        
|                                                                                                                                                      |                                                                   | 1994 .                                                                                                                       
|                                                                                                                                                     
|[Note: See Section 1.51 for the definition of Restated Plan. If this Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date        
|must be the later of the beginning of the 2002 Plan Year or the Plan's original Effective Date; and (ii) if specific Plan provisions, as reflected in
|this Adoption Agreement, do not date back to the EGTRRA restatement Effective Date, indicate as such in Appendix A.]                                 

© 2008 Wells Fargo Bank, N.A.

1

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Nonstandardized 401(k) Plan

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|------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ----------- | ------------------------------- | -------------------------------
|(c) [   ]                                                                                                                                   | Restatement of surviving and merging plans.The Plan restates two (or more) plans (Complete (1) and (2). Choose (3) as applicable):
|                                                                                                                                            |                                                                                                                                    |                                                                                                                                  |             |                                 |                                
|                                                                                                                                            | (1)                                                                                                                                | This (surviving) Plan.The Plan's restated Effective Date is:_____________________ . The Plan's original Effective Date was:     
|                                                                                                                                           
|[Note: If this Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date must be the later of the beginning of the 2002     
|Plan Year or the Plan's original Effective Date; and (ii) if specific Plan provisions, as reflected in this Adoption Agreement, do not date
|back to the EGTRRA restatement Effective Date, indicate as such in Appendix A.]                                                             |                                                                                                                                    |                                                                                                                                 
|                                                                                                                                            |                                                                                                                                    |                                                                                                                                  |            
|                                                                                                                                            | (2)                                                                                                                                | Merging plan. The _____________________ Plan was or will be merged into this surviving Plan as of:___________ . The             
|                                                                                                                                            |                                                                                                                                    | merging plan's restated Effective Date is:  _____________________ . The merging plan's original Effective Date was:____________.
|                                                                                                                                            |                                                                                                                                    | [See the Note under Election 4(c)(1) if this document is the merging plan's EGTRRA restatement.]                                 |            
|                                                                                                                                            |                                                                                                                                    |                                                                                                                                 
|                                                                                                                                            | (3)[   ]                                                                                                                           | Additional merging plans.The following additional plans were or will be merged into this surviving Plan (Complete a.            
|                                                                                                                                            |                                                                                                                                    | and b. as applicable):                                                                                                           |             |                                 |                                
|                                                                                                                                            |                                                                                                                                    |                                                                                                                                  |             |                                 |                                
|                                                                                                                                            |                                                                                                                                    | Name of merging plan                                                                                                             | Merger date | Restated  
      Effective Date | Original  
      Effective Date
|                                                                                                                                            |                                                                                                                                    |                                                                                                                                 
|                                                                                                                                            |                                                                                                                                    | a.  ______________________________                                                                                               | ___________ | ___________                     | ___________                    
|                                                                                                                                            |                                                                                                                                    | b. ______________________________                                                                                                | ___________ | ___________                     | ___________                    

|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|(d) [   ]                                                                                                              | Special Effective Date for Elective Deferral provisions: _____________________________________                                      
|                                                                                                                       |                                                                                                                                     
|5.                                                                                                                     | TRUSTEE (1.65). The Trustee executing this Adoption Agreement is (Choose one or more of (a), (b), or (c). Choose (d) if applicable):
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a)                                                                                                                    | [   ]                                                                                                                                | A discretionary Trustee.See Section 8.02(A).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b)                                                                                                                    | [X]                                                                                                                                  | A nondiscretionary (directed) Trustee or Custodian.See Section 8.02(B).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c)                                                                                                                    | [   ]                                                                                                                                | A Trustee under the:  ____________________________ (specify name of trust), a separate trust agreement the Trustee has executed  and that the IRS has approved for use with this Plan. Under this Election 5(c) the Trustee is not executing the Adoption Agreement   and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See   Section 8.11(C).                                                                                                                                                                                                      
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(d)                                                                                                                    | [   ]                                                                                                                                | Permitted Trust amendments apply.Under Section 8.11 the Employer in Appendix C has made certain permitted  amendments to the Trust. Such amendments do not constitute a separate trust under Election 5(c).                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                      
|6. CONTRIBUTION TYPES (1.12). The Employer and/or Participants, in accordance with the Plan terms, make the following 
|Contribution Types to the Plan/Trust (Choose one or more of (a) through (h) as applicable. Choose (i) if applicable): 
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a)                                                                                                                    | [X]                                                                                                                                  | Pre-Tax Deferrals.See Section 3.02 and Elections 20-23.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b)                                                                                                                    | [   ]                                                                                                                                | Roth Deferrals.See Section 3.02(E) and Elections 20, 21, and 23. [Note: The Employer may not limit Elective Deferrals to  Roth Deferrals only.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c)                                                                                                                    | [X]                                                                                                                                  | Matching.See Sections 1.34 and 3.03 and Elections 24-26. [Note: The Employer may make an Operational QMAC without  electing 6(c). See Section 3.03(C)(2).]                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(d)                                                                                                                    | [   ]                                                                                                                                | Nonelective.See Sections 1.37 and 3.04 and Elections 27-29. [Note: The Employer may make an Operational QNEC without  electing 6(d). See Section 3.04(C)(2).]                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(e)                                                                                                                    | [   ]                                                                                                                                | Safe Harbor/Additional Matching.The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The  Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer  may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch-Up  Deferrals. See Section 3.05.                                                                                                                                                                                                             
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(f)                                                                                                                    | [   ]                                                                                                                                | Employee (after-tax).See Section 3.09 and Election 35.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(g)                                                                                                                    | [   ]                                                                                                                                | SIMPLE 401(k).The Plan is a SIMPLE 401(k) Plan. See Section 3.10. The Employer operationally will elect for each Plan  Year to make a SIMPLE Matching Contribution or a SIMPLE Nonelective Contribution as described in Section 3.10(E). The  Employer must notify Participants of the Employer's SIMPLE contribution election and of the Participants' deferral election  rights and limitations within a reasonable period of time before the 60th day prior to the beginning of the Plan Year. [Note: The  Employer electing 6(g) may not elect any other Contribution Types except under Elections 6(a), 6(b), and 6(h).]
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(h)                                                                                                                    | [   ]                                                                                                                                | Designated IRA.See Section 3.12 and Election 36.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                       |                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(i)                                                                                                                    | [   ]                                                                                                                                | None (frozen plan).The Plan is/was frozen effective as of:  _________________________. See Sections 3.01(J) and 11.04.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                      
|[Note: Elections 20 through 30 and Elections 35 through 37 do not apply to any Plan Year in which the Plan is frozen.]

© 2008 Wells Fargo Bank, N.A.

2

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|                                                                                                                                             |       |                                                                                                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|7.                                                                                                                                           |       | DISABILITY (1.15). Disability means (Choose one of (a) or (b)):                                                    
|                                                                                                                                             |       |                                                                                                                    
|(a)                                                                                                                                          | [   ] | Basic Plan.Disability as defined in Section 1.15(A).                                                               
|                                                                                                                                             |       |                                                                                                                    
|(b)                                                                                                                                          | [X]   | Describe:as defined in the long-term disability plan for employees of Premiere Global Services, Inc.               
|                                                                                                                                            
|[Note: The Employer may elect an alternative definition of Disability for purposes of Plan distributions. However, the use of an alternative
|definition may result in loss of favorable tax treatment of the Disability distribution.]                                                   
|                                                                                                                                            
|8. EXCLUDED EMPLOYEES (1.21(D)). The following Employees are not Eligible Employees but are Excluded Employees                              
|(Choose one of (a) or (b)):                                                                                                                 
|                                                                                                                                            
|[Note: Regardless of the Employer's elections under Election 8: (i) Employees of any Related Employers (excluding the Signatory             
|Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii) Reclassified Employees and          
|Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3) and            
|1.23(D).]                                                                                                                                   
|                                                                                                                                            
|(a)                                                                                                                                          | [   ] | No Excluded Employees.All Employees are Eligible Employees as to all Contribution Types.                           
|                                                                                                                                             |       |                                                                                                                    
|(b)                                                                                                                                          | [X]   | Exclusions.The following Employees are Excluded Employees (either as to all Contribution Types or to the designated
|                                                                                                                                             |       | Contribution Type) (Choose one or more of (1) through (7) as applicable):                                          
|                                                                                                                                            
|[Note: For this Election 8, unless described otherwise in Election 8(b)(7), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals,  
|Employee Contributions and Safe Harbor Contributions. Matching includes all Matching Contributions except Safe Harbor Matching              
|Contributions. Nonelective includes all Nonelective Contributions except Safe Harbor Nonelective Contributions.]                            

|    |       |                                                |                                     |    |                                      |                     |                       
|--- | ----- | ---------------------------------------------- | ----------------------------------- | -- | ------------------------------------ | ------------------- | ----------------------
|    |       |                                                | (1) 
      All 
      Contributions |    | (2) 
      Elective 
      Deferrals | (3) 
      Matching | (4) 
      Nonelective
|(1) | [   ] | No exclusions.No exclusions as to the          | N/A                                 |    | [   ]                                | [   ]               | [   ]                 
|    |       | designated Contribution Type.                  | (See Election                       |    |                                      |                     |                       
|    |       |                                                | 8(a))                               |    |                                      |                     |                       
|(2) | [X]   | Collective Bargaining (union) Employees.       | [X]                                 | OR | [   ]                                | [   ]               | [   ]                 
|    |       | As described in Code §410(b)(3)(A).            |                                     |    |                                      |                     |                       
|    |       | See Section 1.21(D)(1).                        |                                     |    |                                      |                     |                       
|    |       |                                                |                                     |    |                                      |                     |                       
|(3) | [X]   | Non-Resident Aliens.As described in Code       | [X]                                 | OR | [   ]                                | [   ]               | [   ]                 
|    |       | §410(b)(3)(C). See Section 1.21(D)(2).         |                                     |    |                                      |                     |                       
|    |       |                                                |                                     |    |                                      |                     |                       
|(4) | [   ] | HCEs.See Section 1.21(E). See Election 30(e)   | [   ]                               | OR | [   ]                                | [   ]               | [   ]                 
|    |       | as to exclusion of some or all HCEs            |                                     |    |                                      |                     |                       
|    |       | from Safe Harbor Contributions.                |                                     |    |                                      |                     |                       
|   
|(5) | [   ] | Hourly paid Employees.                         | [   ]                               | OR | [   ]                                | [                   | [   ]                 
|(6) | [   ] | Part-Time/Temporary/Seasonal Employees.        | [   ]                               | OR | [   ]                                | [                   | [   ]                 
|    |       | See Section 1.21(D)(4). A Part-Time, Temporary |                                     |    |                                      |                    
|    |       | or Seasonal Employee is an Employee            |                                     |    |                                      |                     |                       
|    |       | whose regularly scheduled Service is less than |                                     |    |                                      |                     |                       
|    |       | (specify a maximum of 1,000)                   |                                     |    |                                      |                     |                       
|    |       | Hours of Service in the relevant Eligibility   |                                     |    |                                      |                     |                       
|    |       | Computation Period.                            |                                     |    |                                      |                     |                       

|                                                                                                                                         |  |         |  |                                                                                                                                                                                                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|[Note: If the Employer under Election 8(b)(6) elects to treat Part-Time, Temporary and Seasonal Employees as Excluded Employees and     
|any such an Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee
|becomes an Eligible Employee. See Section 1.21(D)(4).]                                                                                   |  |         |  |                                                                                                                                                                                                                |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|                                                                                                                                         |  |         |  |                                                                                                                                                                                                               
|                                                                                                                                         |  | (7) [X] |  | Describe exclusion category and/or Contribution Type:  the Plan excludes independent contractors (e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)

[Note: Any exclusion under Election 8(b)(7), except as to Part-Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for eligibility conditions based on age or Service.]

Nonstandardized 401(k)

© 2008 Wells Fargo Bank, N.A.

3

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Nonstandardized 401(k)

|                                                                                                                                         |       |                                                    |               |    |           |          |            
|---------------------------------------------------------------------------------------------------------------------------------------- | ----- | -------------------------------------------------- | ------------- | -- | --------- | -------- | -----------
|9. COMPENSATION (1.11(B)). The following base Compensation (as adjusted under Elections 10 and 11) applies in allocating                
|Employer Contributions (or the designated Contribution Type) (Choose one or more of (a) through (d) as applicable):                      |      
|                                                                                                                                        
|[Note: For this Election 9 all definitions include Elective Deferrals unless excluded under Election 11. See Section 1.11(D). Unless    
|described otherwise in Election 9(d), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions,         
|Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. In applying any Plan definition    
|which references Section 1.11 Compensation, where the Employer in this Election 9 elects more than one Compensation definition for      
|allocation purposes, the Plan Administrator will use W-2 Wages for such other Plan definitions if the Employer has elected W-2 Wages for
|any Contribution Type or Participant group under Election 9. If the Employer has not elected W-2 Wages, the Plan Administrator for such 
|other Plan definitions will use 415 Compensation.]                                                                                       |       |                                                    |               |    |          
|                                                                                                                                        
|                                                                                                                                         |       |                                                    | (1)           |    | (2)       | (3)      | (4)        
|                                                                                                                                         |       |                                                    | All           |    | Elective  |          |            
|                                                                                                                                         |       |                                                    | Contributions |    | Deferrals | Matching | Nonelective
|(a)                                                                                                                                      | [X]   | W-2 Wages (plus Elective Deferrals).               | [X]           | OR | [   ]     | [   ]    | [   ]      
|                                                                                                                                         |       | See Section 1.11(B)(1).                            |               |    |           |          |            
|                                                                                                                                         |       |                                                    |               |    |           |          |            
|(b)                                                                                                                                      | [   ] | Code §3401 Federal Income Tax                      | [   ]         | OR | [   ]     | [   ]    | [   ]      
|                                                                                                                                         |       | Withholding Wages (plus Elective                   |               |    |           |          |            
|                                                                                                                                         |       | Deferrals).See Section 1.11(B)(2).                 |               |    |           |          |            
|                                                                                                                                         |       |                                                    |               |    |           |          |            
|(c)                                                                                                                                      | [   ] | 415 Compensation (simplified).                     | [   ]         | OR | [   ]     | [   ]    | [   ]      
|                                                                                                                                         |       | See Section 1.11(B)(3).                            |               |    |           |          |            
|                                                                                                                                         |       | [Note: The Employer may elect an alternative       |               |    |           |          |            
|                                                                                                                                         |       | "general 415 Compensation" definition by           |               |    |           |          |            
|                                                                                                                                         |       | electing 9(c) and by electing the alternative      |               |    |           |          |            
|                                                                                                                                         |       | definition in Appendix B. See Section 1.11(B)(4).] |               |    |           |          |            

|                                                                                                                                          |                                                                                                                |                                                       |  |               |  |       |  |           |  |          |  |            
|----------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------- |  | ------------- |  | ----- |  | --------- |  | -------- |  | -----------
|(d)                                                                                                                                       | [   ] Describe Compensation by Contribution Type or by Participant group:  ___________________________________
|                                                                                                                                         
|[Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available under Elections 9(a), (b), or (c), or a
|combination thereof as to a Participant group (e.g., W-2 Wages for Matching Contributions for Division A Employees and 415               
|Compensation in all other cases); and/or (ii) define the Contribution Type column headings in a manner which differs from the            
|"all-inclusive" description in the Note immediately preceding Election 9(a) (e.g., Compensation for Safe Harbor Matching Contributions   
|means W-2 Wages and for Additional Matching Contributions means 415 Compensation).]                                                       |                                                                                                                |                                                       |  |               |  |      
|                                                                                                                                         
|10. PRE-ENTRY/POST-SEVERANCE COMPENSATION (1.11(H)/(I)). Compensation under Election 9 (Complete (a). Choose (b). if                     
|applicable):                                                                                                                              |                                                                                                                |                                                       |  |               |  |       |  |           |  |         
|                                                                                                                                         
|[Note: The Plan does not take into account Post-Severance Compensation unless the Employer elects otherwise in Appendix B or except as   
|otherwise specified in a Plan amendment. For this Election 10, unless described otherwise in Election 10(b), Elective Deferrals includes 
|Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective               
|includes all Nonelective Contributions.]                                                                                                  |                                                                                                                |                                                       |  |               |  |       |  |           |  |         
|                                                                                                                                         
|                                                                                                                                          |                                                                                                                |                                                       |  | (1)           |  |       |  | (2)       |  | (3)      |  | (4)        
|                                                                                                                                          |                                                                                                                |                                                       |  | All           |  |       |  | Elective  |  |          |  |            
|                                                                                                                                          |                                                                                                                |                                                       |  | Contributions |  |       |  | Deferrals |  | Matching |  | Nonelective
|(a) [X] Pre-Entry Compensation.Includes (Choose                                                                                           |                                                                                                                |                                                       |  |               |  |       |  |           |  |         
|                                                                                                                                          |                                                                                                                | (1) and (2) as applicable):                           |  |               |  |       |  |           |  |          |  |            
|                                                                                                                                         
|                                                                                                                                          | (1)                                                                                                            | [   ] Plan Year.Compensation for the entire           |  | [   ]         |  | OR    |  | [   ]     |  | [   ]    |  | [   ]      
|                                                                                                                                          |                                                                                                                | Plan Year which includes the Participant's            |  |               |  |       |  |           |  |          |  |            
|                                                                                                                                          |                                                                                                                | Entry Date.                                           |  |               |  |       |  |           |  |          |  |            
|                                                                                                                                         
|                                                                                                                                          | (2)                                                                                                            | [X] Participating Compensation.Only Participating [X] |  | OR            |  | [   ] |  | [   ]     |  | [   ]   
|                                                                                                                                          |                                                                                                                | Compensation. See Section 1.11(H)(1).                 |  |               |  |       |  |           |  |          |  |            
|                                                                                                                                         
|[Note: Under a Participating Compensation election, in applying any Adoption Agreement elected contribution limit or formula, the Plan   
|Administrator will count only the Participant's Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation.]           
|                                                                                                                                         
|(b) [   ] Describe Pre-Entry Compensation by Contribution Type or by Participant group:___________________________________               
|                                                                                                                                         
|[Note: Under Election 10(b), the Employer may: (i) elect Compensation from the elections available under Election 10(a) or a combination 
|thereof as to a Participant group (e.g., Participating Compensation for all Contribution Types as to Division A Employees, Plan Year     
|Compensation for all Contribution Types to Division B Employees); and/or (ii) define the Contribution Type column headings in a manner   
|which differs from the "all-inclusive" description in the Note immediately preceding Election 10(a) (e.g., Compensation for Nonelective  
|Contributions is Participating Compensation and for Safe Harbor Nonelective Contributions is Plan Year Compensation).]                   

© 2008 Wells Fargo Bank, N.A.

4

---



Nonstandardized 401(k)

|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       |               |       |           |          |            
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------ | ------------------------------------------------ | ------------------------------------------ | ----- | ------------- | ----- | --------- | -------- | -----------
|11. EXCLUDED COMPENSATION (1.11(G)). Apply the following Compensation exclusions to Elections 9 and 10 (Choose one of                             
|(a) or (b)):                                                                                                                                      
|                                                                                                                                                  
|(a)                                                                                                                                                |  | [   ] No exclusions.Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10.
|                                                                                                                                                  
|(b)                                                                                                                                                |  | [X] Exclusions.Exclude the following (Choose one or more of (1) through (9) as applicable):                        |  |                                           
|                                                                                                                                                  
|[Note: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors must be based on a non-discriminatory            
|definition of Compensation. If the Plan applies permitted disparity, allocations also must be based on a non-discriminatory definition of         
|Compensation if the Plan is to avoid more complex testing. Elections 11(b)(4) through (b)(9) may cause allocation Compensation to fail            
|to be non-discriminatory. In a non-safe harbor 401(k) plan, Elections 11(b)(4) through (b)(9) which result in Compensation failing to             
|be non-discriminatory may result in more complex nondiscrimination testing. For this Election 11, unless described otherwise in                   
|Election 11(b)(9), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all                
|Matching Contributions and Nonelective includes all Nonelective Contributions.]                                                                    |  |                                                                                                                    |  |                                           
|                                                                                                                                                  
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       | (1)           |       | (2)       | (3)      | (4)        
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       | All           |       | Elective  |          |            
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       | Contributions |       | Deferrals | Matching | Nonelective
|                                                                                                                                                  
|                                                                                                                                                   |  | (1)                                                                                                                |  | [   ]  No exclusions-limited.No            |                                                  | N/A                                        |       | [   ]         | [   ] | [   ]    
|                                                                                                                                                   |  |                                                                                                                    |  | exclusions as to the designated            |                                                  | (See                                       |       |               |       |          
|                                                                                                                                                   |  |                                                                                                                    |  | Contribution Type(s).                      |                                                  | Election 11(a))                            |       |               |       |          
|                                                                                                                                                  
|                                                                                                                                                   |  | (2)                                                                                                                |  | [   ] Elective Deferrals.See Section 1.20. | N/A                                              |                                            | N/A   | [   ]         | [   ]
|                                                                                                                                                  
|                                                                                                                                                   |  | (3)                                                                                                                |  | [X] Fringe benefits.As described in Treas. | [X]                                              | OR                                         | [   ] | [   ]         | [   ]
|                                                                                                                                                   |  |                                                                                                                    |  | Reg. §1.414(s)-1(c)(3).                    |                                                  |                                            |       |               |       |          
|                                                                                                                                                  
|                                                                                                                                                   |  | (4)                                                                                                                |  | [   ] Compensation exceeding $_______.     | [X]                                              | OR                                         | [   ] | [   ]         | [   ]
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       |               |       |          
|                                                                                                                                                   |  |                                                                                                                    |  |                                            | Apply this election to (Choose one of a. or b.): |                                            |       |               |       |          
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  | a.                                         | [   ]                                            | All Participants.[Note: If the Employer    |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  | elects Safe Harbor Contributions under     |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  | Election 6(e), the Employer may not        |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  | elect 11(b)(4)a. to limit the Safe Harbor  |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  | Contribution allocation to the NHCEs.]     |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       |               |       |           |          |            
|                                                                                                                                                   |  |                                                                                                                    |  | b.                                         | [   ]                                            | HCE Participants only.                     |       |               |       |           |          |            
|                                                                                                                                                  
|                                                                                                                                                   |  | (5)                                                                                                                |  | [   ]                                      | Bonus.                                           |                                            | [   ] | OR            | [   ] | [   ]     | [   ]   
|                                                                                                                                                  
|                                                                                                                                                   |  | (6)                                                                                                                |  | [   ]                                      | Commission.                                      |                                            | [   ] | OR            | [   ] | [   ]     | [   ]   
|                                                                                                                                                  
|                                                                                                                                                   |  | (7)                                                                                                                |  | [   ]                                      | Overtime.                                        |                                            | [   ] | OR            | [   ] | [   ]     | [   ]   
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       |               |       |          
|                                                                                                                                                   |  | (8)                                                                                                                |  | [   ]                                      | Related Employers.See Section 1.23(C).           |                                            |       |               |       |          
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       |               |       |          
|                                                                                                                                                   |  |                                                                                                                    |  |                                            | (If there are Related Employers, choose one or   |                                            |       |               |       |          
|                                                                                                                                                   |  |                                                                                                                    |  |                                            | both of a. and b. as applicable):                |                                            |       |               |       |          
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  | a.                                         | [   ]                                            | Non-Participating.Compensation paid to     | [   ] | OR            | [   ] | [   ]     | [   ]   
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  | Employees by a Related Employer that is    |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  | not a Participating Employer.              |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  |                                            |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  | b.                                         | [   ]                                            | Participating.As to the Employees of any   | [   ] | OR            | [   ] | [   ]     | [   ]   
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  | Participating Employer, Compensation paid  |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  | by any other Participating Employer to its |       |               |       |           |         
|                                                                                                                                                   |  |                                                                                                                    |  |                                            |                                                  | Employees. See Election 28(g)(2)a.         |       |               |       |           |         
|                                                                                                                                                  
|                                                                                                                                                   |  | (9) I I Describe Compensation exclusion(s):  ___________________________________________________                  
|                                                                                                                                                  
|[Note: Under Election 11(b)(9), the Employer may: (i) describe Compensation from the elections available under Elections 11(b)(1) through         
|(8), or a combination thereof as to a Participant group (e.g., No exclusions as to Division A Employees and exclude bonus as to Division B        
|Employees); (ii) define the Contribution Type column headings in a manner which differs from the "all-inclusive" description in the Note          
|immediately preceding Election 11(b)(1) (e.g., Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe Harbor          
|Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe another exclusion (e.g., Exclude shift differential pay).]

5

---



Nonstandardized 401(k) Plan

|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             |          |         |       |  |              |            |         |  |           
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- |  | ----- | ----------- | -------- | ------- | ----- |  | ------------ | ---------- | ------- |  | ----------
|12. HOURS OF SERVICE (1.31). The Plan credits Hours of Service for the following purposes (and to the Employees described in                
|Elections 12(d) or (e)) as follows (Choose one or more of (a) through (e) as applicable):                                                    |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         | 
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             |          |         |       |  |              |            |         |  |           
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             | (1)      |         |       |  | (2)          |            | (3)     |  | (4)       
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             | All      |         |       |  |              |            |         |  | Allocation
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             | Purposes |         |       |  | Eligibility  |            | Vesting |  | Conditions
|(a)                                                                                                                                          |       | [X]                                                                                                                             | Actual Method.See Section 1.31(A)(1).                                                                               |                                           | [XI                                                                                                                     |  | OR    |             | [   ]    |         | [   ] |  | [   ]       
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             |          |         |       |  |              |            |        
|(b)                                                                                                                                          |       | [   ]                                                                                                                           | Equivalency Method:                                                                                                 |                                           | (e.g., daily,                                                                                                           |  | [   ] |             | OR       |         | [   ] |  | [   ]        |            | [   ]  
|                                                                                                                                             |       |                                                                                                                                 | weekly, etc.). See Section 1.31(A)(2).                                                                              |                                           |                                                                                                                         |  |       |             |          |         |       |  |             
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             |          |         |       |  |             
|(c)                                                                                                                                          |       | [   ]                                                                                                                           | Elapsed Time Method.See Section 1.31(A)(3).                                                                         |                                           | [   ]                                                                                                                   |  | OR    |             | [   ]    |         | [   ] |  | [   ]       
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             |          |         |       |  |             
|(d)                                                                                                                                          |       | [   ]                                                                                                                           | Actual (hourly) and Equivalency (salaried).                                                                         |                                           | [   ]                                                                                                                   |  | OR    |             | [   ]    |         | [   ] |  | [   ]       
|                                                                                                                                             |       |                                                                                                                                 | Actual Method for hourly paid Employees                                                                            
|                                                                                                                                             |       |                                                                                                                                 | and Equivalency Method:                                                                                            
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                    
|                                                                                                                                             |       |                                                                                                                                 | (e.g., daily, weekly, etc.)for salaried Employees.                                                                 
|(e)                                                                                                                                          |       | [   ]                                                                                                                           | Describe method:  _________________                                                                                
|                                                                                                                                            
|[Note: Under Election 12(e), the Employer may describe Hours of Service from the elections available under Elections 12(a) through (d),     
|or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes, Actual Method applies to office        
|workers and Equivalency Method applies to truck drivers).]                                                                                   |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             |          |        
|                                                                                                                                            
|13. ELECTIVE SERVICE CREDITING (1.56(C)). The Plan must credit Related Employer Service under Section 1.23(C) and also must                 
|credit certain Predecessor Employer/Predecessor Plan Service under Section 1.56(B). The Plan also elects under Section 1.56(C) to credit    
|as Service the following Predecessor Employer service (Choose one of (a) or (b)):                                                            |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         | 
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |            
|(a)                                                                                                                                          | [   ] | Not applicable.No elective Predecessor Employer Service crediting applies.                                                     
|                                                                                                                                             |       |                                                                                                                                
|(b)                                                                                                                                          | [X]   | Applies.The Plan credits the specified service with the following designated Predecessor Employers as Service for the          
|                                                                                                                                             |       | Employer for the purposes indicated (Choose (1) and (2) as applicable. Complete (3). Choose (4) if applicable):                
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         | 
|[Note: Any elective Service crediting under this Election 13 must be nondiscriminatory.]                                                    
|                                                                                                                                             |       |                                                                                                                                
|                                                                                                                                             |       | (1) [X] All purposes.Credit Service for all purposes with Predecessor Employer(s): Accucast, Inc. (effective January 26, 2006);
|                                                                                                                                             |       |                                                                                                                                 | Soundpath Conferencing Services (effective August 12, 2008); Link Conference Service (effective February 10, 2009).
|                                                                                                                                             |       |                                                                                                                                 | (insert as many names as needed).                                                                                  
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             |          |         |       |  |              |            |         |  | (3)       
|                                                                                                                                             |       | (2) [   ]                                                                                                                       | Designated purposes.Credit Service with                                                                             |                                           |                                                                                                                         |  | (1)   |             | (2)      |         |       |  | Contribution
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     | the following Predecessor Employer(s) for |                                                                                                                         |  |       | Eligibility |          | Vesting |       |  |              | Allocation
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     | the designated purpose(s):                |                                                                                                                         |  |       |             |          |         |       | 
|                                                                                                                                            
|                                                                                                                                             |       |                                                                                                                                 | a.                                                                                                                  |                                           | Employer:_______________                                                                                                |  |       |             |          |         | [   ] |  | [   ]        |            |         |  | [   ]     
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             |          |         |       |  |              |            |         |  |           
|                                                                                                                                             |       |                                                                                                                                 | b.                                                                                                                  |                                           | Employer:_______________                                                                                                |  |       |             |          |         | [   ] |  | [   ]        |            |         |  | [   ]     
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                         |  |       |             |          |         |       |  |              |            |         |  |           
|                                                                                                                                             |       |                                                                                                                                 | c.                                                                                                                  |                                           | Employer:_______________                                                                                                |  |       |             |          |         | [   ] |  | [   ]        |            |         |  | [   ]     
|                                                                                                                                             |       |                                                                                                                                
|                                                                                                                                             |       | (3) Time period.Under Elections 13(b)(1) or (2), the Plan credits (Choose one or more of a., b., and c. as applicable):        
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                        
|                                                                                                                                             |       |                                                                                                                                 | a.                                                                                                                  | [X]                                       | All.All Service under Election(s) 13(b) 1, regardless of when rendered.                                                
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                        
|                                                                                                                                             |       |                                                                                                                                 | b.                                                                                                                  | [   ]                                     | Service after.All Service under Election(s) 13(b) _____  , which is or was rendered after: ___________________________ 
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           | (specify date).                                                                                                        
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           |                                                                                                                        
|                                                                                                                                             |       |                                                                                                                                 | c.                                                                                                                  | [   ]                                     | Service before.All Service under Election(s) 13(b) _____, which is or was rendered before:  ___________________________
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                     |                                           | (specify date).                                                                                                        
|                                                                                                                                             |       |                                                                                                                                
|                                                                                                                                             |       | (4) [   ] Describe elective Predecessor Employer Service crediting:        .                                                   
|                                                                                                                                            
|[Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections available under Elections 13(b)(1) through   
|(3), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes credit service with X only on/after
|1/1/05 OR Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service crediting for X Company applies 
|only for purposes of Nonelective Contributions and not for Matching Contributions).]                                                        

© 2008 Wells Fargo Bank, N.A.

6

---



Nonstandardized 401(k) Plan

ARTICLE IIELIGIBILITY REQUIREMENTS

|                                                                                                                                               |       |                                                                                                                                                                                                                |               |    |       |               |       |           |          |             |       
|---------------------------------------------------------------------------------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | -- | ----- | ------------- | ----- | --------- | -------- | ----------- | ------
|14. ELIGIBILITY (2.01). To become a Participant in the Plan, an Eligible Employee must satisfy (Choose one of (a) or (b)):                     |      
|                                                                                                                                              
|[Note: If the Employer under a safe harbor plan elects "early" eligibility for Elective Deferrals (e.g., less than one Year of Service and age
|21), but does not elect early eligibility for any Safe Harbor Contributions, also see Election 30(f).]                                        
|                                                                                                                                              
|(a)                                                                                                                                            | [   ] | No conditions.No eligibility conditions as to all Contribution Types. Entry is on the Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next following Plan Entry Date.
|                                                                                                                                              
|[Note: No eligibility conditions apply to Prevailing Wage Contributions unless the Prevailing Wage Contract provides otherwise. See           
|Section 2.01(D).]                                                                                                                             
|                                                                                                                                              
|                                                                                                                                              
|(b)                                                                                                                                            | [X]   | Conditions.The following eligibility conditions (either as to all Contribution Types or as to the designated Contribution Type)
      (Choose one or more of (1) through (8) as applicable):                  
|                                                                                                                                              
|[Note: For this Election 14, unless described otherwise in Election 14(b)(8)), or the context otherwise requires, Elective Deferrals includes 
|Pre-Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Safe              
|Harbor Matching Contributions under Section 3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all           
|Nonelective Contributions (except Safe Harbor Nonelective Contributions under Section 3.05(E)(2) and Operational QNECs under Section          
|3.04(C)(2)). Safe Harbor includes Safe Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than one        
|Year of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See Section 3.05(F)(3).]                        |      
|                                                                                                                                              
|                                                                                                                                               |       |                                                                                                                                                                                                                |               |    |       | (1)           |       | (2)       | (3)      | (4)         | (5)   
|                                                                                                                                               |       |                                                                                                                                                                                                                |               |    |       | All           |       | Elective  |          |             | Safe  
|                                                                                                                                               |       |                                                                                                                                                                                                                |               |    |       | Contributions |       | Deferrals | Matching | Nonelective | Harbor
|                                                                                                                                              
|(1)                                                                                                                                            | [   ] | None.Entry on the Employment                                                                                                                                                                                   | N/A           |    | [   ] | [   ]         | [   ] | [   ]    
|                                                                                                                                               |       | Commencement Date (if that date                                                                                                                                                                                | (See Election |    |       |               |       |          
|                                                                                                                                               |       | is also an Entry Date) or if later, upon                                                                                                                                                                       | 14(a))        |    |       |               |       |          
|                                                                                                                                               |       | the next following Plan Entry Date.                                                                                                                                                                            |               |    |       |               |       |          
|                                                                                                                                              
|(2)                                                                                                                                            | [   ] | Age ____   (not to exceed age 21).                                                                                                                                                                             | [   ]         | OR | [   ] | [   ]         | [   ] | [   ]    
|                                                                                                                                              
|(3)                                                                                                                                            | [   ] | One Year of Service.See Election 16(a).                                                                                                                                                                        | [   ]         | OR | [   ] | [   ]         | [   ] | [   ]    
|                                                                                                                                              
|(4)                                                                                                                                            | [   ] | Two Years of Service(without an intervening                                                                                                                                                                    | N/A           |    | N/A   | [   ]         | [   ] | N/A      
|                                                                                                                                               |       | Break in Service). 100% vesting is required.                                                                                                                                                                   |               |    |       |               |       |          
|                                                                                                                                               |       | [Note: Two Years of Service does not apply to                                                                                                                                                                  |               |    |       |               |       |          
|                                                                                                                                               |       | Elective Deferrals, Safe Harbor Contributions                                                                                                                                                                  |               |    |       |               |       |          
|                                                                                                                                               |       | or SIMPLE Contributions.]                                                                                                                                                                                      |               |    |       |               |       |          
|                                                                                                                                              
|(5)                                                                                                                                            | [   ] | month(s)(not exceeding 12 months                                                                                                                                                                               | [   ]         | OR | [   ] | [   ]         | [   ] | [   ]    
|                                                                                                                                               |       | for Elective Deferrals, Safe Harbor Contributions                                                                                                                                                              |               |    |       |               |      
|                                                                                                                                               |       | and SIMPLE Contributions and not exceeding 24                                                                                                                                                                  |               |    |       |               |      
|                                                                                                                                               |       | months for other contributions). If more than 12                                                                                                                                                               |               |    |       |               |      
|                                                                                                                                               |       | months, 100% vesting is required. Service need                                                                                                                                                                 |               |    |       |               |      
|                                                                                                                                               |       | not be continuous (no minimum Hours of Service                                                                                                                                                                 |               |    |       |               |      
|                                                                                                                                               |       | required, and is mere passage of time).                                                                                                                                                                        |               |    |       |               |       |          
|                                                                                                                                              
|(6)                                                                                                                                            | [   ] | month(s) with at least______________ Hours                                                                                                                                                                     | [   ]         | OR | [   ] | [   ]         | [   ] | [   ]    
|                                                                                                                                               |       | of Service in each month(not exceeding 12                                                                                                                                                                      |               |    |       |               |       |          
|                                                                                                                                               |       | months for Elective Deferrals, Safe Harbor                                                                                                                                                                     |               |    |       |               |       |          
|                                                                                                                                               |       | Contributions and SIMPLE Contributions and                                                                                                                                                                     |               |    |       |               |       |          
|                                                                                                                                               |       | not exceeding 24 months for other contributions).                                                                                                                                                              |               |    |       |               |      
|                                                                                                                                               |       | If more than 12 months, 100% vesting is required.                                                                                                                                                              |               |    |       |               |      
|                                                                                                                                               |       | If the Employee does not complete the designated                                                                                                                                                               |               |    |       |               |      
|                                                                                                                                               |       | Hours of Service each month during the specified                                                                                                                                                               |               |    |       |               |      
|                                                                                                                                               |       | monthly time period, the Employee is subject to                                                                                                                                                                |               |    |       |               |       |          
|                                                                                                                                               |       | the one Year of Service (or two Years of Service                                                                                                                                                               |               |    |       |               |      
|                                                                                                                                               |       | if elect more than 12 months) requirement with                                                                                                                                                                 |               |    |       |               |       |          
|                                                                                                                                               |       | 1,000 Hours of Service per Year of Service. The                                                                                                                                                                |               |    |       |               |       |          
|                                                                                                                                               |       | months during which the Employee completes the                                                                                                                                                                 |               |    |       |               |      
|                                                                                                                                               |       | specified Hours of Service (Choose one of a. or b.):                                                                                                                                                           |               |    |       |               |      
|                                                                                                                                              
|                                                                                                                                               | a.    | [   ]       Consecutive.Must be consecutive.                                                                                                                                                                   |               |    |       |               |       |          
|                                                                                                                                              
|                                                                                                                                               | b.    | [   ]       Not consecutive.Need not be consecutive.                                                                                                                                                          

7

---



Nonstandardized 401(k) Plan

|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                       |                         |       |       |       |       | 
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ----------------------- | ----- | ----- | ----- | ----- | 
|                                                                                                                                             |       | (7)[   ]                                                                                                                        | ____ Hours of Service within the __________  [   ]                                                                    | OR                      | [   ] | [   ] | [   ] | [   ]
|                                                                                                                                             |       |                                                                                                                                 | time period following the Employee's Employment                                                                       |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | Commencement Date(not exceeding 12 months for                                                                         |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | Elective Deferrals, Safe Harbor Contributions and                                                                     |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | SIMPLE Contributions and not exceeding 24 months                                                                      |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | for other contributions). If more than 12 months,                                                                     |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | 100% vesting is required. If the Employee does not                                                                    |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | complete the designated Hours of Service during the                                                                   |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | specified time period (if any), the Employee is                                                                       |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | subject to the one Year of Service (or two Years of                                                                   |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | Service if elect more than 12 months) requirement                                                                     |                         |       |       |       |      
|                                                                                                                                             |       |                                                                                                                                 | with 1,000 Hours of Service per Year of Service.                                                                      |                         |       |       |       |      
|                                                                                                                                            
|[Note: The Employer may complete the second blank in Election 14(b)(7) with "N/A" if the Employer wishes to impose an Hour of Service       
|requirement without specifying a time period within which an Employee must complete the required Hours of Service.]                          |      
|                                                                                                                                            
|                                                                                                                                             |       | (8)                                                                                                                             | [X] Describe eligibility conditions:Thirty days of service                                                           
|                                                                                                                                            
|[Note: The Employer may use Election 14(b)(8) to describe different eligibility conditions as to different Contribution Types or Employee   
|groups (e.g., As to all Contribution Types, no eligibility requirements for Division A Employees and one Year of Service as to Division B   
|Employees). The Employer also may elect different ages for different Contribution Types and/or to specify different months or Hours of      
|Service requirements under Elections 14(b)(5), (b)(6), or (b)(7) as to different Contribution Types. Any election must satisfy Code         
|§410(a).]                                                                                                                                   
|                                                                                                                                            
|15. SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY) (2.01(E)). The eligibility conditions of Election 14 (Choose                      
|(a) or choose (b) and (c) as applicable):                                                                                                    |       |                                                                                                                                 |                                                                                                                       |                         |       |      
|                                                                                                                                            
|(a)                                                                                                                                          | [X]   | No exceptions.Apply to all Employees. [Note: Elections 15(b) or                                                                 |                                                                                                                       |                         |      
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                       |                         |       |      
|(c) may trigger a coverage failure under Code §410(b).]                                                                                      |       |                                                                                                                                 |                                                                                                                       |                         |       |      
|                                                                                                                                            
|(b)                                                                                                                                          | [   ] | Waiver of eligibility conditions for certain Employees.For all Contribution Types, apply solely to an Eligible Employee         |                                                                                                                      
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                       |                         |       |       |       |      
|                                                                                                                                             |       | __________________________________ employed or reemployed by the Employer after                                                
|                                                                                                                                             |       |                                                                                                                                
|                                                                                                                                             |       | __________________________________ (specify date). If the Eligible Employee was employed or                                    
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                       |                         |       |       |       |      
|                                                                                                                                             |       | reemployed by the Employer by the specified date, the Employee will become a Participant on the latest of: (i) the Effective   
|                                                                                                                                             |       | Date; (ii) the restated Effective Date; (iii) the Employee's Employment Commencement Date or Re-Employment                     
|                                                                                                                                             |       | Commencement Date; or (iv) on the date the Employee attains age                                                                 |                                                                                                                       | (not exceeding age 21). |       |      
|                                                                                                                                            
|[Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the requirements for the eligibility conditions
|waiver, leave the age blank.]                                                                                                                |       |                                                                                                                                 |                                                                                                                       |                         |       |      
|                                                                                                                                            
|(c)                                                                                                                                          |       | [   ] Describe special eligibility Effective Date(s):  ___________________________________                                     
|                                                                                                                                            
|[Note: Under Election 15(c), the Employer may describe special eligibility Effective Dates as to a Participant group and/or Contribution    
|Type (e.g., Eligibility conditions apply only as to Nonelective Contributions and solely as to the Eligible Employees of Division B who were
|hired or reemployed by the Employer after January 1, 2007).]                                                                                
|                                                                                                                                            
|16. YEAR OF SERVICE - ELIGIBILITY (2.02(A)). (Choose (a), (b), and (c) as applicable):                                                      
|                                                                                                                                            
|[Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition (including any requirement which defaults         
|to such conditions under Elections 14(b)(6), (7), and (8)) or elects to apply a Year of Service for eligibility under any other Adoption    
|Agreement election, the Employer should complete Election 16. The Employer should not complete Election 16 if it elects the Elapsed Time    
|Method for eligibility.]                                                                                                                    
|                                                                                                                                            
|(a)                                                                                                                                          |       | [   ] Year of Service.An Employee must complete ___    Hour(s) of Service during the relevant Eligibility Computation Period to
|                                                                                                                                             |       | receive credit for one Year of Service under Article II. [Note: The number may not exceed 1,000. If left blank, the            
|                                                                                                                                             |       | requirement is 1,000 Hours of Service. Under Elections 14(b)(6) and (b)(7) and under Election 14(b)(8) if it incorporates      
|                                                                                                                                             |       | Elections 14(b)(6) or (7), the number is 1,000 and the Employer should not supply any other number in the blank.]              
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                      
|(1)                                                                                                                                          |       | [   ]                                                                                                                           | Plan Year.The Plan Year, beginning with the Plan Year which includes the first anniversary of the Employee's         
|                                                                                                                                             |       |                                                                                                                                 | Employment Commencement Date.                                                                                        
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                      
|(2)                                                                                                                                          |       | [   ]                                                                                                                           | Anniversary Year.The Anniversary Year, beginning with the Employee's second Anniversary Year.                        
|                                                                                                                                             |       |                                                                                                                                 |                                                                                                                      
|(3)                                                                                                                                          |       | [   ]                                                                                                                           | Split.The Plan Year as described in Election 16(b)(1) as to: __________________    (describe Contribution Type(s))and
|                                                                                                                                             |       |                                                                                                                                 | the Anniversary Year as described in Election 16(b)(2) as to: _________________(describe Contribution Type(s)).      
|                                                                                                                                            
|[Note: To maximize delayed entry under a two Years of Service condition for Nonelective Contributions or Matching Contributions, the        
|Employer should elect to remain on the Anniversary Year for such contributions.]                                                            

© 2008 Wells Fargo Bank, N.A.

8

---



Nonstandardized 401(k) Plan

|                                                                                                                                        |                                             |                                                                                                        |               |           |           |             |            
|--------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------------- | --------- | --------- | ----------- | -----------
|(c) I I Describe: ________________________________        (e.g., Anniversary Year as to                                                
|                                                                                                                                        |                                            
|                                                                                                                                        | Division A and Plan Year as to Division B.)
|                                                                                                                                       
|17. ENTRY DATE (2.02(D)). Entry Date means the Effective Date and (Choose one or more of (a) through (f) as applicable):               
|[Note: For this Election 17, unless described otherwise in Election 17(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Elective
|Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational QMACs under Section             
|3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except Operational QNECs under Section 3.04(C)(2)). Entry as to    
|Prevailing Wage Contributions is on the Employment Commencement Date unless the Prevailing Wage Contract provides otherwise. See       
|Section 2.02(D).]                                                                                                                       |                                             |                                                                                                        |               |           |          
|                                                                                                                                       
|                                                                                                                                        |                                             |                                                                                                        | (1)           |           | (2)       | (3)         | (4)        
|                                                                                                                                        |                                             |                                                                                                        | All           |           | Elective  |             |            
|                                                                                                                                        |                                             |                                                                                                        | Contributions |           | Deferrals | Matching    | Nonelective
|(a)                                                                                                                                     | [   ]                                       | Semi-annual.The first day of the first month                                                           | [   ]         | OR        | [   ]     | [   ]       | [   ]      
|                                                                                                                                        |                                             | and of the seventh month of the Plan Year.                                                             |               |           |           |             |            
|                                                                                                                                       
|(b)                                                                                                                                     | [   ]                                       | First day of Plan Year                                                                                 | [   ]         | OR        | [   ]     | [   ]       | [   ]      
|                                                                                                                                       
|(c)                                                                                                                                     | [   ]                                       | First day of each Plan Year quarter                                                                    | [   ]         | OR        | [   ]     | [   ]       | [   ]      
|                                                                                                                                       
|(d)                                                                                                                                     | [X]                                         | The first day of each month                                                                            | [X]           | OR        | [   ]     | [   ]       | [   ]      
|                                                                                                                                        |                                             |                                                                                                        |               |           |           |             |            
|(e)                                                                                                                                     | [   ]                                       | Immediate.Upon Employment Commencement Date                                                            | [   ]         | OR        | [   ]     | [   ]       | [   ]      
|                                                                                                                                        |                                             | or if later, upon satisfaction of eligibility conditions.                                              |               |           |           |             |            
|                                                                                                                                       
|(f)                                                                                                                                     | [   ]                                       | Describe Entry Date(s): _______________                                                                |               |           |           |             |            
|                                                                                                                                       
|[Note: Under Election 17(f), the Employer may describe Entry Dates from the elections available under Elections 17(a) through (e), or a
|combination thereof as to a Participant group and/or Contribution Type or may elect additional Entry Dates (e.g., As to Matching       
|Contributions excluding Additional Matching, immediate as to Division A Employees and semi-annual as to Division B Employees OR the    
|earlier of the Plan's semi-annual Entry Dates or the entry dates under the Employer's medical plan).]                                   |                                             |                                                                                                       
|                                                                                                                                       
|18. PROSPECTIVE/RETROACTIVE ENTRY DATE (2.02(D)). An Employee after satisfying the eligibility conditions in Election                  
|                                                                                                                                       
|14 will become a Participant (unless an Excluded Employee under Election 8) on the Entry Date (if employed on that date) (Choose one   
|or more of (a) through (f) as applicable):                                                                                              |                                             |                                                                                                        |               |           |          
|                                                                                                                                       
|[Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer on the relevant date must          
|become a Participant by the earlier of: (i) the first day of the Plan Year beginning after the date the Employee completes the age and 
|service requirements of Code §410(a); or (ii) 6 months after the date the Employee completes those requirements. For this Election 18, 
|unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions,
|Matching includes all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all          
|Nonelective Contributions, (except Operational QNECs under Section 3.04(C)(2)).]                                                        |                                             |                                                                                                        |              
|                                                                                                                                       
|                                                                                                                                        |                                             |                                                                                                        | (1)           |           | (2)       | (3)         | (4)        
|                                                                                                                                        |                                             |                                                                                                        | All           |           | Elective  |             |            
|                                                                                                                                        |                                             | Contributions                                                                                          |               | Deferrals | Matching  | Nonelective
|                                                                                                                                       
|(a)                                                                                                                                     | [X]                                         | Immediately following or coincident withthe date                                                       | [X]           | OR        | [   ]     | [   ]       | [   ]      
|                                                                                                                                        |                                             | the Employee completes the eligibility conditions.                                                     |               |           |           |             |            
|                                                                                                                                       
|(b)                                                                                                                                     | [   ]                                       | Immediately followingthe date the Employee                                                             | [   ]         | OR        | [   ]     | [   ]       | [   ]      
|                                                                                                                                        |                                             | completes the eligibility conditions.                                                                  |               |           |           |             |            
|                                                                                                                                       
|(c)                                                                                                                                     | [   ]                                       | Immediately preceding or coincident withthe date                                                       | N/A           |           | N/A       | [   ]       | [   ]      
|                                                                                                                                        |                                             | the Employee completes the eligibility conditions.                                                     |               |           |           |             |            
|                                                                                                                                       
|(d)                                                                                                                                     | [   ]                                       | Immediately precedingthe date the Employee                                                             | N/A           |           | N/A       | [   ]       | [   ]      
|                                                                                                                                        |                                             | completes the eligibility conditions.                                                                  |               |           |           |             |            
|                                                                                                                                       
|(e)                                                                                                                                     | [   ]                                       | Nearestthe date the Employee completes the                                                             | N/A           |           | N/A       | [   ]       | [   ]      
|                                                                                                                                        |                                             | eligibility conditions.                                                                                |               |           |           |             |            
|                                                                                                                                       
|(f)                                                                                                                                     | [   ]                                       | Describe retroactive/prospective entry relative to Entry Date:  ______________________________________
|                                                                                                                                       
|[Note: Under Election 18(f), the Employer may describe the timing of entry relative to an Entry Date from the elections available under
|Elections 18(a) through (e), or a combination thereof as to a Participant group and/or Contribution Type (e.g., As to Matching         
|Contributions excluding Additional Matching nearest as to Division A Employees and immediately following as to Division B              
|Employees).]                                                                                                                           

© 2008 Wells Fargo Bank, N.A.

9

---



Nonstandardized 401(k)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                               |                         |                |  |           |  |      
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------- | ----------------------- | -------------- |  | --------- |  | -----
|19. BREAK IN SERVICE  PARTICIPATION (2.03). The one year hold-out rule described in Section 2.03(C) (Choose one of (a),                                                                                                                                                                                                                                                                                                                                                                                      
|(b), or (c)):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | [X] Does not apply.                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                               |                         |               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | [   ] Applies.Applies to the Plan and to all Participants.                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                               |                         |               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | [   ] Limited application.Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|[Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in Appendix B specifies otherwise. See                                                                                                                                                                                                                                                                                                                                                                         
|Section 2.03(D).]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                               |                         |               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|ARTICLE III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|PLAN CONTRIBUTIONS AND FORFEITURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|20. ELECTIVE DEFERRAL LIMITATIONS (3.02(A)). The following limitations apply to Elective Deferrals under Elections 6(a) and                                                                                                                                                                                                                                                                                                                                                                                   
|6(b), which are in addition to those limitations imposed under the basic plan document (Choose (a) or choose (b) and (c) as                                                                                                                                                                                                                                                                                                                                                                                   
|applicable):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                               |                         |                |  |          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a) IXI None.No additional Plan imposed limits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|[Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to Catch-Up Eligible Participants and the                                                                                                                                                                                                                                                                                                                                                                         
|Employer's elections must be nondiscriminatory. The elected limits apply to Pre-Tax Deferrals and to Roth Deferrals unless described                                                                                                                                                                                                                                                                                                                                                                          
|otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and                                                                                                                                                                                                                                                                                                                                                                                   
|Additional Matching Contribution under the plan and must be permitted to defer any lesser amount; and (ii) the Employer may limit                                                                                                                                                                                                                                                                                                                                                                             
|Elective Deferrals to a whole percentage of Compensation or to a whole dollar amount. See Section 1.54(C) as to administrative                                                                                                                                                                                                                                                                                                                                                                                
|limitations on Elective Deferrals.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) [   ] Additional Plan limit(s).(Choose (1) and (2) as applicable. Complete (3) if (1) or (2) is chosen):                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | (1)                                                                                                                    |  | [   ] Maximum deferral amount.A Participant's Elective Deferrals may not exceed:____________________ (specify                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | dollar amount or percentage of Compensation).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | (2)                                                                                                                    |  | [   ] Minimum deferral amount.A Participant's Elective Deferrals may not be less than:  ________________  (specify dollar amount or percentage of Compensation).                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | (3)                                                                                                                    |  | Application of limitations.The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  | described in Elections 9  11. If the Employer elects Plan Year/Participation Compensation under column (1) and in Election  10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the  elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during  the designated time period and only to HCEs as elected below. (Choose a. or choose b. and c. as applicable. Under each of  a., b. or c. choose one of (1) or (2). Choose (3) if applicable):
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                               | (1)                     | (2)            |  | (3)      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                               | Plan Year/Participating | Payroll period |  | HCEs only
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                               | Compensation            |                |  |          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | [   ] Both.Both limits                        |                         | [   ]          |  | [   ]     |  | [   ]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | under Elections 20(b)(1) and (2).             |                         |                |  |           |  |      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | [   ] Maximum limit.The maximum               |                         | [   ]          |  | [   ]     |  | [   ]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | amount limit under Election 20(b)(1).         |                         |                |  |           |  |      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | [   ] Minimum limit.The minimum               |                         | [   ]          |  | [   ]     |  | [   ]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | amount limit under Election 20(b)(2).         |                         |                |  |           |  |      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) [X] Describe Elective Deferral limitation(s):The Employer reserves the right to establish, at any time, an Elective Deferral                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                        |  | limitation for Highly Compensated Employees only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                               |                         |               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|[Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals from the elections available under Elections 20(a) and (b) or a combination thereof as to a Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess of 10% of Plan Year Compensation); (ii) may elect a different time period to which the limitations apply; and/or (iii) may apply a different limitation to Pre-Tax Deferrals and to Roth Deferrals.]

© 2008 Wells Fargo Bank, N.A.

10

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Nonstandardized 401(k)

|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  |                                                                                                                                                                                                                                |  |                          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------
|21. AUTOMATIC DEFERRAL (3.02(B)). The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b)):                                                                                                                                                                                                                                                                                            
|(a)                                                                                                                                                                                                                                                                                                                                                                                                            |  | [   ] Do not apply.                                                                                                       |  |                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                                                                                                                                            |  | [X] Apply.The Automatic Deferral Effective Date is: September 1, 2010 (specify date). (Complete (1), (2), and (3). Choose
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | (4) as applicable):                                                                                                                 |  |                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                               |  | (1) Automatic Deferral Amount.The Employer, as to each Participant affected, will withhold as the Automatic Deferral     
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | Amount, 3% from the Participant's Compensation each payroll period unless the Participant makes a Contrary Election.               
|                                                                                                                                                                                                                                                                                                                                                                                                               |  | (2) Participants affected.The Automatic Deferral applies to (Choose one of a., b., c., or d.):                           
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | a.                                                                                                                                  |  | [   ]                                                                                  |  | All Participants.All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.                                            
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | b.                                                                                                                                  |  | [   ]                                                                                  |  | Election of at least Automatic Deferral amount.All Participants, except those who have in effect a Salary                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  | Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral Amount.                                               
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | c.                                                                                                                                  |  | [   ]                                                                                  |  | No existing Salary Reduction Agreement.All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the Agreement.
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | d.                                                                                                                                  |  | [X]                                                                                    |  | New Participants.Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date.                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                               |  | (3) Scheduled increases.The Automatic Deferral Amount will or will not increase (as a percentage of Compensation) in Plan
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year in which the           
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | Automatic Deferral first applies to a Participant) as follows (Choose one of a., b., or c.):                                       
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | a.                                                                                                                                  |  | [X] No scheduled increase.The Automatic Deferral Amount applies in all Plan Years.    
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | b.                                                                                                                                  |  | [   ] Scheduled increase.The Automatic Deferral Amount will increase as follows:      
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  | Plan Year of application to a Participant                                                                                                                                                                                      |  | Automatic Deferral Amount
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  |                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  | 1                                                                                                                                                                                                                              |  | 3%                       
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  | 2                                                                                                                                                                                                                              |  | 3%                       
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  | 3                                                                                                                                                                                                                              |  | 4%                       
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  | 4                                                                                                                                                                                                                              |  | 5%                       
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  | 5 and thereafter                                                                                                                                                                                                               |  | 6%                       
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | c.                                                                                                                                  |  | [   ] Other scheduled increase.The Automatic Deferral Amount will increase as follows:
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  | Plan Year of application to a Participant                                                                                                                                                                                      |  | Automatic Deferral Amount
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  |                                                                                                                                                                                                                                |  |                          
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  |                                                                                                                                                                                                                                |  | _____%                   
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  |                                                                                                                                                                                                                                |  | _____%                   
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  |                                                                                                                                                                                                                                |  | _____%                   
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  |                                                                                                                                                                                                                                |  | _____%                   
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                                     |  |                                                                                        |  |                                                                                                                                                                                                                                |  | _____%                   
|                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                               |  | (4) [X] Describe Automatic Deferral:The Automatic Deferral provisions will also apply to rehires.                        
|[Note: Under Election 21(b)(4), the Employer may describe Automatic Deferral provisions from the elections available under Election 21 and/or a combination thereof as to a Participant group (e.g., Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1, 2008).]
|                                                                                                                                                                                                                                                                                                                                                                                                              
|22. CODA (3.02(C)). The CODA provisions of Section 3.02(C) (Choose one of (a) or (b)):                                                                                                                                                                                                                                                                                                                        
|(a)                                                                                                                                                                                                                                                                                                                                                                                                            |  | [X] Do not apply.                                                                                                         |  |                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                                                                                                                                            |  | [   ] Apply.For each Plan Year for which the Employer makes a designated CODA contribution under Section 3.02(C), a      
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | Participant may elect to receive directly in cash not more than the following portion (or, if less, the Elective Deferral Limit) of
|                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  | his/her proportionate share of that CODA contribution (Choose one of (1) or (2)):                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                               |  | (1)                                                                                                                       |  | [   ] All or any portion.                                                                                                           |  |                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                               |  | (2)                                                                                                                       |  | [   ]  _____%                                                                                                                       |  |                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                              
|23. CATCH-UP DEFERRALS (3.02(D)). A Catch-Up Eligible Participant (Choose one of (a) or (b)):                                                                                                                                                                                                                                                                                                                 
|(a)                                                                                                                                                                                                                                                                                                                                                                                                            |  | [X] Permitted.May make Catch-Up Deferrals to the Plan.                                                                    |  |                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                                                                                                                                            |  | [   ] Not Permitted.May not make Catch-Up Deferrals to the Plan.                                                         

© 2008 Wells Fargo Bank, N.A.

11

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Nonstandardized 401(k)

|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  |              
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | ---------------- |  | --------- |  | ------------- |  | ------------- |  | ------------ | ------------ | ------------ |  | -------------
|24. MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION                                               
|3.05) (3.03(A)). The Employer Matching Contributions under Election 6(c) are subject to the following additional elections regarding type
|(discretionary/fixed), rate/amount, limitations and time period (collectively, such elections are "the matching formula") and the        
|allocation of Matching Contributions is subject to Section 3.06 except as otherwise provided (Choose one or more of (a) through (g) as   
|applicable; then, for the elected match, complete (1), (2), and/or (3) as applicable. If the Employer completes (2) or (3), also complete
|one of (4), (5), or (6)):                                                                                                                 |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |             
|                                                                                                                                         
|[Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe harbor, the Employer should make       
|these Elections under Election 30, and not under this Election 24.]                                                                       |  |                                                                                                                               |  |                                                                                                     |  |                  |  |          
|                                                                                                                                         
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | (1)              |  |           |  | (2)           |  | (3)           |  | (4)          |              | (5)          |  | (6)          
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  | Limit on      |  |               |  |              |              | Apply        |  | Apply        
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | Match            |  |           |  | Deferrals     |  | Limit on      |  | Apply        |              | limit(s) per |  | limit(s) per 
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | Rate/Amt         |  |           |  | Matched       |  | Match Amount  |  | limit(s) per |              | payroll      |  | designated   
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | I$/% of Elective |  |           |  | I$/% of       |  | I$/% of       |  | Plan Year    |              | period Ino   |  | time period  
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | DeferralsI       |  |           |  | CompensationI |  | CompensationI |  | I"true-up"I  |              | "true-up"I   |  | Ino"true-up"I
|                                                                                                                                         
|(a)                                                                                                                                       |  | [X] Discretionary see                                                                                                        |  |                                                                                                     |  |                  |  |           |  |               |  | [   ]         |  | [   ]        |              | [X]         
|                                                                                                                                          |  | Section 1.34(B) (The                                                                                                          |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              | Quarterly,  
|                                                                                                                                          |  | Employer may, but is                                                                                                          |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              | but the     
|                                                                                                                                          |  | not required to                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              | Employer    
|                                                                                                                                          |  | complete (a)(1)-(6).                                                                                                          |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              | reserves the
|                                                                                                                                          |  | See the "Note"                                                                                                                |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              | right to    
|                                                                                                                                          |  | following Election 24.)                                                                                                       |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              | perform a   
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  | match "tru-  
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  | up"          
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  | calculation  
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  | for the Plan 
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  | Year.        
|(b)                                                                                                                                       |  | [   ] Fixed uniform                                                                                                          |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |             
|                                                                                                                                          |  | rate/amount                                                                                                                   |  |                                                                                                     |  |                  |  |           |  |               |  | [   ]         |  | [   ]        |              | [   ] _____ 
|                                                                                                                                         
|(c)                                                                                                                                       |  | [   ] Fixed tiered                                                                                                           |  | Elective                                                                                            |  | Matching         |  | _________ |  | ________[   ] |  |               |  | [   ]        |              | [   ] _____ 
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | Deferral %       |  | Rate      |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | _____%           |  | _____%    |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | _____%           |  | _____%    |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | _____%           |  | _____%    |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | _____%           |  | _____%    |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                         
|(d)                                                                                                                                       |  | [   ] Fixed Years of                                                                                                         |  | Years                                                                                               |  | Matching         |  | _________ |  | ________[   ] |  |               |  | [   ]        |              | [   ] _____ 
|                                                                                                                                          |  | Service                                                                                                                       |  | of Service                                                                                          |  | Rate             |  |           |  |               |  |               |  |              |              |             
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |             
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | _______          |  | ______%   |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | _______          |  | ______%   |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | _______          |  | ______%   |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | _______          |  | ______%   |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                         
|                                                                                                                                          |  | (1) "Years of Service" under this Election 24(d) means (Choose one of a. or b.):                                              |  |                                                                                                     |  |                  |  |          
|                                                                                                                                          |  | a.                                                                                                                            |  | [   ] Eligibility.Years of Service for eligibility in Election 16.                                  |  |                  |  |           |  |               |  |              
|                                                                                                                                         
|                                                                                                                                          |  | b.                                                                                                                            |  | [   ] Vesting.Years of Service for vesting in Elections 42 and 43.                                  |  |                  |  |           |  |              
|                                                                                                                                         
|(e)                                                                                                                                       |  | [   ] Fixed multiple                                                                                                         |  | Formula 1:                                                                                          |  |                  |  |           |  |               |  | [   ]         |  | [   ]        |              | [   ] _____ 
|                                                                                                                                          |  | formulas                                                                                                                      |  |                                                                                                     |  |                  |  |           |  |               |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |              |              |              |  |              
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | Formula 2:       |  |           |  |               |  |               |  | [   ]        |              | [   ]        |  | [   ] _____  
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |             
|                                                                                                                                         
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  | Formula 3:       |  |           |  |               |  |               |  | [   ]        |              | [   ]        |  | [   ] _____  
|                                                                                                                                          |  |                                                                                                                               |  |                                                                                                     |  |                  |  |           |  |               |  |               |  |             
|                                                                                                                                         
|(f)                                                                                                                                       |  | [   ] Related and Participating Employers.If any Related and Participating Employers contribute Matching Contributions to the
|                                                                                                                                          |  | Plan, the following apply (Complete (1) and (2)):                                                                             |  |                                                                                                     |  |                  |  |           |  |               |  |              
|                                                                                                                                         
|                                                                                                                                          |  | (1) Matching formula.The matching formula for the Participating Employer(s) (Choose one of a. or b.):                         |  |                                                                                                     |  |                 
|                                                                                                                                         
|                                                                                                                                          |  | a.                                                                                                                            |  | [   ] All the same.Is (are) the same as for the Signatory Employer under this Election 24.          |  |                  |  |          
|                                                                                                                                         
|                                                                                                                                          |  | b.                                                                                                                            |  | [   ] At least one different.Is (are) as follows:     _______________________________.             
|                                                                                                                                         
|                                                                                                                                          |  | (2) Allocation sharing.The Plan Administrator will allocate the Matching Contributions made by the Signatory Employer and by 
|                                                                                                                                          |  | any Participating Employer (Choose one of a. or b.):                                                                          |  |                                                                                                     |  |                  |  |           |  |               |  |              
|                                                                                                                                         
|                                                                                                                                          |  | a.                                                                                                                            |  | [   ] Employer by Employer.Only to the Participants directly employed by the contributing Employer. |  |                 

© 2008 Wells Fargo Bank, N.A.

12

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Nonstandardized 401(k)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                   |  |   |  |  |  |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  |  |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  | b.                                                                                                               |  | [   ] Across Employer lines.To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Matching Contributions for the Plan Year.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[Note: The Employer should not elect 24(f) unless there are Related Employers which are also Participating Employers. See Section                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.23(D).]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(g) [   ] Describe:        _______________________________________________________________________(e.g., A Discretionary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Matching Contribution applies to Division A Participants. A Fixed Matching Contribution equal to 50% of Elective Deferrals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|not exceeding 6% of Plan Year Compensation applies to Division B Participants.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[Note: See Section 1.34(A) as to Fixed Matching Contributions. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral amount/percentage. Any Matching Contributions apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise in Election 24(g). Matching Contributions for nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the Discretionary Matching Contribution formula.]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|25. QMAC (PLAN-DESIGNATED) (3.03(C)(1)). The following provisions apply regarding Plan-Designated QMACs (Choose one of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(a) or (b)):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                   |  |   |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[Note: Regardless of its elections under this Election 25, the Employer under Section 3.03(C)(2) may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                  
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | [X] Not applicable.There are no Plan-Designated QMACs.                                                                    |  |                                                                                                                  |  |                                                                                                                                                                                                  
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | [   ] Applies.There are Plan-Designated QMACs to which the following provisions apply (Complete (1) and (2)):            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | (1) Matching Contributions affected.The following Matching Contributions (as allocated to the designated allocation group
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  | under Election 25(b)(2)) are Plan-Designated QMACs (Choose one of a. or b.):                                     |  |                                                                                                                                                                                                   |  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  | a.                                                                                                               |  | [   ] All.All Matching Contributions.                                                                                                                                                             |  |   |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  | b.                                                                                                               |  | [   ] Designated.Only the following Matching Contributions under Election 24:                                                                                                                     |  | .
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | (2) Allocation Group.Subject to Section 3.06, allocate the Plan-Designated QMAC (Choose one of a. or b.):                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  | a.                                                                                                               |  | [   ] NHCEs only.Only to NHCEs who make Elective Deferrals subject to the Plan-Designated QMAC.                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  | b.                                                                                                               |  | [   ] All Participants.To all Participants who make Elective Deferrals subject to the Plan-Designated QMAC. The Plan                                                                             
|Administrator will allocate all other Matching Contributions as Regular Matching Contributions under Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                          
|[Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination testing.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|26. MATCHING CATCH-UP DEFERRALS (3.03(D)). If a Participant makes a Catch-Up Deferral, the Employer (Choose one of (a) or (b)):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                 
|(a) [X] Match.Will apply to the Catch-Up Deferral (Choose one of (1) or (2)):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                           |  |                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                   |  |   |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | (1)                                                                                                                       |  | [X] All.All Matching Contributions.                                                                              |  |                                                                                                                                                                                                   |  |   |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | (2)                                                                                                                       |  | [   ] Designated.The following Matching Contributions in Election 24: _________________________________.        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                  
|(b) [   ] No Match.Will not match any Catch-Up Deferrals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the ACP test. See Elections 37(a)(2)b. and 37(a)(2)c.(ii). In this case, Election 26 applies only to Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match or Enhanced Match to Catch-Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election 37(a)(2)a. or 37(a)(2)c.(i), Election 26 does not apply and the Plan also will apply any Additional Match to Catch-Up Deferrals.]                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|27. NONELECTIVE CONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS (3.04(A)). The                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Employer Nonelective Contributions under Election 6(d) are subject to the following additional elections as to type and amount (Choose                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|one or more of (a) through (e) as applicable):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                   |  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                  
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | [   ] Discretionary.An amount the Employer in its sole discretion may determine.                                          |  |                                                                                                                  |  |                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                  
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | [   ] Fixed.(Choose one or more of (1), (2), and (3) as applicable):                                                      |  |                                                                                                                  |  |                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | (1)                                                                                                                       |  | [   ] Uniform %._______% of each Participant's Compensation, per ________________   (e.g., Plan Year, month).   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                   |  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | (2)                                                                                                                       |  | [   ] Fixed dollar amount.$   ______,  per   __________(e.g., Plan Year, month, HOS, per Participant per month).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  |                                                                                                                  |  |                                                                                                                                                                                                   |  |   |  |  |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | (3)                                                                                                                       |  | [   ] Describe:        __________________________________(specify time period, e.g., per                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                           |  | Plan Year quarter. If not specified, the time period is the Plan Year).                                         

© 2008 Wells Fargo Bank, N.A.

13

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Nonstandardized 401(k)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                 |  |                                                                                                                       |  |                                                                                |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------ |  |  |  | 
|[Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula not described under Elections 27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits exceeding $50,000) and/or the Employer may describe different Fixed Nonelective Contributions as applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of Plan  Year Compensation applies to Division A Participants and a Fixed Nonelective Contribution equal to $500 per Participant each Plan Year applies to Division B Participants).]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) [   ] Prevailing Wage Contribution.The Prevailing Wage Contribution amount(s) specified for the Plan Year or other applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | period in the Employer's Prevailing Wage Contract(s). The Employer will make a Prevailing Wage Contribution only to            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Participants covered by the Contract and only as to Compensation paid under the Contract. If the Participant accrues an        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | allocation of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in addition to the      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Prevailing Wage Contribution, the Plan Administrator will (Choose one of (1) or (2)):                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | [   ] No offset.Not reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                 |  | Contribution.                                                                                                         |  |                                                                                |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | [   ] Offset.Reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) [   ] Related and Participating Employers.If any Related and Participating Employers contribute Nonelective Contributions to                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | the Plan, the contribution formula(s) (Choose one of (1) or (2)):                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | [   ] All the same.Is (are) the same as for the Signatory Employer under this Election 27.                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | [   ] At least one different.Is (are) as follows:                                                                               |  | .                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|[Note: The Employer should not elect 27(d) unless there are Related Employers which are also Participating Employers. See Section 1.23(D). The Employer electing 27(d) also must complete Election 28(g) as to the allocation methods which apply to the Participating Employers.]                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(e) [   ] Describe:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                 |  |                                                                                                                       |  |                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|[Note: Under Election 27(e), the Employer may describe the amount and type of Nonelective Contributions from the elections available under Election 27 and/or a combination thereof as to a Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees. A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B Employees).]                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|28. NONELECTIVE CONTRIBUTION ALLOCATION (3.04(B)). The Plan Administrator, subject to Section 3.06, will allocate to each                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Participant any Nonelective Contribution (excluding QNECs) under the following contribution allocation formula (Choose one or more of                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a) through (h) as applicable):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                 |  |                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(a) [   ] Pro rata.As a uniform percentage of Participant Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) [   ] Permitted disparity.In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2), under which the                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | following permitted disparity formula and definition of "Excess Compensation" apply (Complete (1) and (2)):                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(1) Formula(Choose one of a. or b.):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                                 |  |                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | a.                                                                                                                              |  | [   ] Two-tiered.                                                                                                     |  |                                                                                |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | b.                                                                                                                              |  | [   ] Four-tiered.                                                                                                    |  |                                                                                |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2) Excess Compensation.For purposes of Section 3.04(B)(2), "Excess Compensation" means Compensation in excess of                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | (Choose one of a. or b.):                                                                                                       |  |                                                                                                                       |  |                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | a.                                                                                                                              |  | [   ] Percentage amount. ____  % (not exceeding 100%)of the taxable wage base in effect on the first day of the Plan 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                 |  |                                                                                                                       |  | Year, rounded to the next highest $____ (not exceeding the taxable wage base).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | b.                                                                                                                              |  | [   ] Dollar amount.The following amount: $ ____   (not exceeding the taxable wage base in effect on the first day of
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                 |  |                                                                                                                       |  | the Plan Year).                                                                |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) [   ] Incorporation of contribution formula.The Plan Administrator will allocate any Fixed Nonelective Contribution under                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Elections 27(b), 27(d), or 27(e), or any Prevailing Wage Contribution under Election 27(c), in accordance with the contribution
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | formula the Employer adopts under those Elections.                                                                              |  |                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) [   ] Classifications of Participants.In accordance with the classifications allocation provisions of Section 3.04(B)(3). The                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | classifications are (Choose one of (1), (2), or (3)):                                                                           |  |                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|[Note: Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination requirements using "cross-testing" under Treas. Reg. §1.401(a)(4)-8. However, choosing this election does not necessarily require application of cross-testing and the Plan may be able to satisfy nondiscrimination as to its classification-based allocations by testing allocation rates.]                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                 |  |                                                                                                                      
|(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | [   ]                                                                                                                           |  | Each in own classification.Each Participant constitutes a separate classification.                                   
|(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | [   ]                                                                                                                           |  | NHCEs/HCEs.Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.                 
|(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | [   ]                                                                                                                           |  | Describe the classifications:                                                                                         |  |                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                 |  |                                                                                                                       |  |                                                                                | 

© 2008 Wells Fargo Bank, N.A.

14

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Nonstandardized 401(k)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              |                                                                                                                                                                                             |            |                                                                                                                   |                                                                                     |                                                                                                          |               |  |  |  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ----------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | ------------- |  |  |  |  | 
|[Note: Any classifications under Election 28(d)
must result in a definitely determinable allocation under Treas. Reg.
§1.401-1(b)(1)(ii) and must constitute a reasonable classification
within the meaning of Treas. Reg. §1.410(b)-4(b). The number of allocation
rates is subject to the limitations in Section 3.04(B)(3)(b). Standard
interest and mortality assumptions under Treas. Reg. §1.401(a)(4)-12 apply.
In the case of a self-employed Participant, the requirements of Treas.
Reg. §1.401(k)-1(a)(6) apply and the allocation method should not
result in a cash or deferred election for the self-employed Participant.
The Employer by the due date of its tax return (including extensions)
must advise the Plan Administrator or Trustee in writing as to the allocation
rate applicable to each Participant under Election 28(d)(1) or
applicable to each classification under Elections 28(d)(2) or (3) for the
allocation Plan Year. Under Election 28(d)(1), the Employer may decide
from year to year the classification (allocation rate) applicable to each
Participant, without the need to amend the Plan to change the
classification.]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(e) [   ] Age-based.In accordance with the age-based allocation provisions of Section 3.04(B)(5). The Plan Administrator will use the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | Actuarial Factors based on the following assumptions (Complete both (1) and (2)):                                                                                                           |            |                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              | Interest rate.(Choose one of a., b., or c.):                                                                                                                                                |            |                                                                                                                   |                                                                                     |                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | a.                                                                                                                                                                                          | [   ] 7.5% |                                                                                                                   | b. [   ] 8.0%                                                                       |                                                                                                          | c. [   ] 8.5% |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              | Mortality table.(Choose one of a. or b.):                                                                                                                                                   |            |                                                                                                                   |                                                                                     |                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | a.                                                                                                                                                                                          |            | [      ] UP-1984.See Appendix D.                                                                                  |                                                                                     |                                                                                                          |               | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | b.                                                                                                                                                                                          |            | [   ] Alternative:        _____________ (Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach              |                                                                                     |                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              |                                                                                                                                                                                             |            |                                                                                                                   |                                                                                     | applicable tables using such mortality table and the specified interest rate as replacement Appendix D.) |               | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(f) [   ] Uniform points.In accordance with the uniform points allocation provisions of Section 3.04(B)(6). Under the uniform points                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                              |                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | allocation formula, a Participant receives (Choose one or both of (1) and (2). Choose (3) if applicable):                                                                                   |            |                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1) [      ] Years of Service.    _____ point(s) for each Year of Service. The maximum number of Years of Service counted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | for points is    _________ .
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | "Year of Service" under this Election 28(f) means (Choose one of a. or b.):                                                                                                                 |            |                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | a.                                                                                                                                                                                          |            | [   ] Eligibility.Years of Service for eligibility in Election 16.                                                |                                                                                     |                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | b.                                                                                                                                                                                          |            | [   ] Vesting.Years of Service for vesting in Elections 42 and 43.                                                |                                                                                     |                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | [Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4)-11(d)(3) for the uniform points allocation to qualify as a safe   harbor allocation under Treas. Reg. §1.401(a)(4)-2(b)(3).]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) [      ] Age.________        point(s) for each year of age attained during the Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                              |                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3) [      ] Compensation.    ________ point(s) for each $ ______(not to exceed $200)increment of Plan Year Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(g) [   ] Related and Participating Employers.If any Related and Participating Employers contribute Nonelective Contributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | to the Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | Election 27(d) (Complete (1) and (2)):                                                                                                                                                      |            |                                                                                                                   |                                                                                     |                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1) Allocation Method.(Choose one of a. or b.):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                              |                                                                                                                                                                                             |            |                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | a.                                                                                                                                                                                          |            | [   ] All the same.Using the same allocation method as applies to the Signatory Employer under this Election 28. 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | b.                                                                                                                                                                                          |            | [   ] At least one different.Under the following allocation method(s):                                            |                                                                                     | .                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) Allocation sharing.The Plan Administrator will allocate the Nonelective Contributions made by the Signatory Employer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | and by any Participating Employer (Choose one of a. or b.):                                                                                                                                 |            |                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | a.                                                                                                                                                                                          |            | [   ] Employer by Employer.Only to the Participants directly employed by the contributing Employer.               |                                                                                     |                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | b.                                                                                                                                                                                          |            | [   ] Across Employer lines.To all Participants regardless of which Employer directly employs them and regardless
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              |                                                                                                                                                                                             |            |                                                                                                                   | of  whether their direct Employer made Nonelective Contributions for the Plan Year. |                                                                                                          |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|[Note: The Employer should not elect 28(g) unless there are Related Employers which are also Participating Employers. See Section   1.23(D) and Election 27(d). If the Employer elects 28(g)(2)a., the Employer should also elect 11(b)(8)b., to disregard the Compensation  paid by "Y" Participating Employer in determining the allocation of the "X" Participating Employer contribution to a Participant (and vice  versa) who receives Compensation from both X and Y. If the Employer elects 28(g)(2)b., the Employer should not elect 11(b)(8)b. Election  28(g)(2)a. does not apply to Safe Harbor Nonelective Contributions.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(h) [   ] Describe:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                              |                                                                                                                                                                                             |            |                                                                                                                   |                                                                                     |                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              |                                                                                                                                                                                             |           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                              | (e.g., Pro rata as to Division A Participants and Permitted Disparity (two-tiered at 100% of the SSTWB) as to Division B      Participants.)                                               

© 2008 Wells Fargo Bank, N.A.

15

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Nonstandardized 401(k)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                   |  |                                                                                                        |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  |  |  |  |  | 
|29. QNEC (PLAN-DESIGNATED) (3.04(C)(1)). The following provisions apply regarding Plan-Designated QNECs (Choose one of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a) or (b)):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                                   |  |                                                                                                        |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|[Note: Regardless of its elections under this Election 29, the Employer under Section 3.04(C)(2) may elect for any Plan Year where the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Plan is using Current Year Testing to make Operational QNECs which the Plan Administrator will allocate only to NHCEs for purposes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|of correction of an ADP or ACP test failure.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                                   |  |                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | [   ] Not applicable.There are no Plan-Designated QNECs.                                                                          |  |                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | [   ] Applies.There are Plan-Designated QNECs to which the following provisions apply (Complete (1), (2), and (3)):              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | (1) Nonelective Contributions affected.The following Nonelective Contributions (as allocated to the designated allocation group  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | under Election 29(b)(2)) are Plan-Designated QNECs (Choose one of a. or b.):                                                      |  |                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | a.                                                                                                                                |  | [   ] All.All Nonelective Contributions.                                                               |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | b.                                                                                                                                |  | [   ] Designated.Only the following Nonelective Contributions under Election 27:  __________________ .
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | (2) Allocation Group.Subject to Section 3.06, allocate the Plan-Designated QNEC (Choose one of a. or b.):                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | a.                                                                                                                                |  | [   ] NHCEs only.Only to NHCEs under the method elected in Election 29(b)(3).                          |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | b.                                                                                                                                |  | [   ] All Participants.To all Participants under the method elected in Election 29(b)(3).             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | (3) Allocation Method.The Plan Administrator will allocate a Plan-Designated QNEC using the following method (Choose             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | one of a., b., c., or d.):                                                                                                        |  |                                                                                                        |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | a.                                                                                                                                |  | [      ] Pro rata.                                                                                     |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | b.                                                                                                                                |  | [      ] Flat dollar.                                                                                  |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | c.                                                                                                                                |  | [   ] Reverse.See Section 3.04(C)(3).                                                                  |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | d.                                                                                                                                |  | [      ] Describe:                                                                                     |  |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                   |  |                                                                                                        |  |  | 
|[Note: Any allocation method the Employer elects under Election 29(b)(3)d. must be definitely determinable. See Section 4.10(D) as to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|targeting limitations applicable to QNEC nondiscrimination testing.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|30. SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS) (3.05).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Employer under Election 6(e) will (or in the case of the Safe Harbor Nonelective Contribution may) contribute the following Safe                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Harbor Contributions described in Section 3.05(E) and will or may contribute Additional Matching Contributions described in Section                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.05(F) (Choose one of (a), (b), (c), or (d) when and as applicable. Complete (e) and (h). Choose (f), (g), and (i) as applicable):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                   |  |                                                                                                       
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | [   ] Safe Harbor Nonelective Contribution.The Safe Harbor Nonelective Contribution equals                                        |  | % of a Participant's                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Compensation [Note: The amount in the blank must be at least 3%. The Safe Harbor Nonelective Contribution applies toward         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | (offsets) most other Employer Nonelective Contributions. See Section 3.05(E)(11).]                                                |  |                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | [   ] Safe Harbor Nonelective Contribution/delayed year-by-year election (maybe and supplemental notices).In connection          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | with the Employer's provision of the maybe notice under Section 3.05(I)(1), the Employer elects into safe harbor status by giving
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | the supplemental notice and by making this Election 30(b) to provide for a Safe Harbor Nonelective Contribution equal to         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | _______________% (specify amount at least equal to 3%)of a Participant's Compensation. This Election 30(b) and safe harbor       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | status applies for the Plan Year ending: ________________  (specify Plan Year end), which is the Plan Year to which the          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Employer's maybe and supplemental notices apply.                                                                                  |  |                                                                                                        |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|[Note: If the Employer makes a delayed election
into safe harbor status under Section 3.05(I)(1), the Employer must amend the
Plan to provide for a Safe Harbor Nonelective Contribution equal to at
least 3% of each Participant's Compensation. The Employer may make this
amendment by substitute Adoption Agreement page (electing Election 30(b)) or
by another form of amendment under Section 11.02(B). An Employer using
the maybe notice should not elect a Safe Harbor Nonelective Contribution under
Election 30(a) unless the Employer intends to continue safe harbor
status under this election in the subsequent Plan Year. By making its amendment
into safe harbor status under Election 30(b), the Employer avoids the
need to further amend the Plan if the Employer is not certain that it will apply
the safe harbor in the subsequent Plan Year. By contrast, an Employer
which gave the maybe notice and has decided to make the Safe Harbor
Nonelective Contribution for that year and for future years should use
Election 30(a). The Employer only elects 30(a) and should not elect 30(b) if
prior to the Plan Year the Employer unequivocally decides to elect safe
harbor status for the Plan Year and provides a safe harbor notice
consistent with this election rather than giving the maybe notice. If the
Employer gives the maybe notice and the Employer will or may make
Matching Contributions, the Employer should elect Additional Matching under
Election 30(h)(and should not elect Matching Contributions under Election
24) if it wishes to avoid ACP testing.]

© 2008 Wells Fargo Bank, N.A.

16

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Nonstandardized 401(k)

|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                            |  |                       |  |   |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- |  | - |  | 
|(c) [   ] Basic Matching Contribution.A Matching Contribution equal to 100% of each Participant's Elective Deferrals not exceeding                                                                                            
|                                                                                                                                                                                                                               |  | 3% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 3% but not in excess of5%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                               |  | of the Participant's Compensation. See Sections 1.34(E) and 3.05(E)(4). (Complete (1)):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                                                                                                           
|                                                                                                                                                                                                                              
|(1) Time period.For purposes of this Election 30(c), "Compensation" and "Elective Deferrals" mean Compensation and Elective                                                                                                   
|                                                                                                                                                                                                                               |  | Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                               |  | for computing the Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                               |  | Year."]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                                                                                                            |  |                       |  |  
|                                                                                                                                                                                                                              
|(d) [   ] Enhanced Matching Contribution.See Sections 1.34(F) and 3.05(E)(5). (Choose one of (1) or (2) and complete (3) for any                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                               |  | election):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                                                                            |  |                       |  |  
|                                                                                                                                                                                                                              
|(1)                                                                                                                                                                                                                            |  | [   ] Uniform percentage.A Matching Contribution equal to _____% of each Participant's Elective Deferrals but not as to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Elective Deferrals exceeding_______ % of the Participant's Compensation.                                                                                                   |  |                      
|                                                                                                                                                                                                                              
|(2)                                                                                                                                                                                                                            |  | [   ] Tiered formula.A Matching Contribution equal to the specified matching rate for the corresponding level of each                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                           
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation. |  |                      
|                                                                                                                                                                                                                              
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Elective Deferral Percentage                                                                                                                                               |  | Matching Rate         |  |  
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                            |  |                       |  |  
|                                                                                                                                                                                                                              
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | ______%                                                                                                                                                                    |  | ____________________% |  |  
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | ______%                                                                                                                                                                    |  | ____________________% |  |  
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | ______%                                                                                                                                                                    |  | ____________________% |  |  
|                                                                                                                                                                                                                              
|(3)                                                                                                                                                                                                                            |  | Time period.For purposes of this Election 30(d), "Compensation" and "Elective Deferrals" mean Compensation and Elective                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                               |  | Deferrals for: _______________   . [Note: The Employer must complete the blank line with the applicable time period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                               |  | for computing the Enhanced Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                              
|[Note: The matching rate may not increase as the Elective Deferral percentage increases and the Enhanced Matching formula otherwise                                                                                           
|must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii). If the Employer elects to satisfy the ACP safe harbor under Election                                                                                     
|37(a)(2)a., the Employer also must limit Elective Deferrals taken into account for the Enhanced Matching Contribution to a maximum of                                                                                         
|6% of Plan Year Compensation.]                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                            |  |                      
|                                                                                                                                                                                                                              
|(e) Participants who will receive Safe Harbor Contributions.The allocation of Safe Harbor Contributions (Choose one of (1), (2), or (3)):                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                              
|(1)                                                                                                                                                                                                                            |  | [   ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Applies to all Participants.Applies to all Participants except as may be limited under Election 30(f).                                                                     |  |                      
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                            |  |                      
|(2)                                                                                                                                                                                                                            |  | [   ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | NHCEs only.Is limited to NHCE Participants only and may be limited further under Election 30(f). No HCE will                                                               |  |                      
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | receive a Safe Harbor Contribution allocation.                                                                                                                             |  |                       |  |  
|                                                                                                                                                                                                                              
|(3)                                                                                                                                                                                                                            |  | [   ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | NHCEs and designated HCEs.Is limited to NHCE Participants and to the following HCE Participants and may be                                                                
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | limited further under Election 30(f):                                                                                                                                      |  |                       |  | .
|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                            |  |                       |  |  
|                                                                                                                                                                                                                              
|[Note: Any HCE allocation group the Employer describes under Election 30(e)(3) must be definitely determinable. (e.g., Division "A"   HCEs OR HCEs who own more than 5% of the Employer without regard to attribution rules).]
|                                                                                                                                                                                                                              
|(f) [   ] Early Elective Deferrals/delay of Safe Harbor Contribution.The Employer may elect this Election 30(f) only if the Employer                                                                                          
|                                                                                                                                                                                                                               |  | in Election 14 elects eligibility
requirements for Elective Deferrals of less than age 21 and one Year of Service
but elects age 21 and one Year of Service for Safe Harbor Matching or for Safe
Harbor Nonelective Contributions. The Employer under this Election 30(f) limits
the allocation of any Safe Harbor Contribution under Election 30 for a Plan Year
to those Participants: (i) who have attained age 21; (ii) who have completed one
Year of Service; and (iii) who the Plan Administrator in applying the OEE rule
described in Section 4.06(C), treats as benefiting in the disaggregated plan
covering the Includible Employees. Those Participants in the Plan Year whom the
Plan Administrator treats as Otherwise Excludable Employees will not receive any
Safe Harbor Contribution allocation and the Plan Administrator will apply the
ADP (and, as applicable the ACP) test(s) to the disaggregated plan benefiting
the Otherwise Excludable Employees. If the Employer in Election 10(a)(2) has
elected "Participating Compensation" for allocating Elective Deferrals,
Nonelective Contributions or Matching Contributions (as relevant to the
allocation under this Election 30 based on the Contribution Type), the Plan
Administrator, in allocating the Safe Harbor Contribution for the Plan Year in
which the Participant crosses over to the Includible Employees group, will count
Compensation and Elective Deferrals only on and following the Cross-Over Date.
See Section 3.05(D).
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                              
|(g) [   ] Another plan.The Employer will make the Safe Harbor Contribution to the following plan:    _____________________________.                                                                                           

© 2008 Wells Fargo Bank, N.A.

17

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Nonstandardized 401(k)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |               |  |                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | ----------------------
|(h) Additional Matching Contributions.See Sections 1.34(G) and 3.05(F). (Choose one of (1) or (2)):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | (1)                                                                                                                            |  | [   ] No Additional Matching Contributions.The Employer will not make any Additional Matching Contributions to its
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  | safe harbor Plan.                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | (2)                                                                                                                            |  | [   ] Additional Matching Contributions.The Employer will or may make the following Additional Matching           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  | Contributions to its safe harbor Plan. (Choose a. and b. as applicable):                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | a.                                                                                                                             |  | [   ] Fixed Additional Matching Contribution.The following Fixed Additional Matching Contribution (Choose (i)     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  | and (ii) as applicable and complete (iii) for any election):                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  | (i)                                                                                                                |  | [   ] Uniform percentage.A Matching Contribution equal to ____  % of each Participant's Elective Deferrals but not as to Elective Deferrals exceeding _______% of the Participant's Compensation.                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  | (ii)                                                                                                               |  | [   ] Tiered formula.A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    |  | Participant's Elective Deferrals divided by his/her Compensation.                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    |  | Elective Deferral Percentage                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Matching Rate
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    |  | _____%                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |               |  | _____________________%
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    |  | _____%                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |               |  | _____________________%
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    |  | _____%                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |               |  | _____________________%
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  | (iii)                                                                                                              |  | Time period.For purposes of this Election 30(h)(2)a., "Compensation" and "Elective Deferrals" mean                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    |  | Compensation and Elective Deferrals for: __________________    . [Note: The Employer must complete  the blank line with the applicable time period for computing the Additional Match, e.g., "each payroll period,"  "each calendar month," "each Plan Year quarter" OR "the Plan Year." If the Employer elects a match under both  (i) and (ii) and will apply a different time period to each match, the Employer may indicate as such in the blank  line.]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | b. [   ] Discretionary Additional Matching Contribution.The Employer may make a Discretionary Additional                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    |  | Matching Contribution. If the Employer makes a Discretionary Matching Contribution, the Discretionary Matching  Contribution will not apply as to Elective Deferrals exceeding ___________   % of the Participant's Compensation  (complete the blank if applicable or leave blank).                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                |  |                                                                                                                    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[Note: If the Employer elects to satisfy the ACP safe harbor under Election 37(a)(2)a. or 37(a)(2)c.(i), then as to any and all Matching  Contributions, including Fixed Additional Matching Contributions and Discretionary Additional Matching Contributions: (i) the matching  rate may not increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater rate of match than any  NHCE; (iii) the Employer must limit Elective Deferrals taken into account for the Additional Matching Contributions to a maximum of  6% of Plan Year Compensation; (iv) the Plan must apply all Matching Contributions to Catch-Up Deferrals; and (v) in the case of a  Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the Participant's Plan Year  Compensation.]
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(i) [   ] Multiple Safe Harbor Contributions in disaggregated Plan.The Employer elects to make different Safe Harbor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Contributions and/or Additional Matching Contributions to disaggregated parts of its Plan under Treas. Reg. §1.401(k)-        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 1(b)(4) as follows: _________________________________________                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | (Specify contributions for disaggregated plans, e.g., as to Collectively Bargained Employees a 3% Nonelective Safe Harbor     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Contribution applies and as to non-Collectively Bargained Employees, the Basic Matching Contribution applies).                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|31. ALLOCATION CONDITIONS (3.06(B)/(C)). The Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Harbor Contributions; (iii) commencing as of the Final 401(k) Regulations Effective Date, Additional Matching Contributions which will                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|satisfy the ACP test safe harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi) Designated IRA Contributions; (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|SIMPLE Contributions; or (viii) Prevailing Wage Contributions, except as may be required by the Prevailing Wage Contract. To receive an                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|allocation condition(s) (Choose one of (a) or (b). Choose (c) if applicable):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                |  |                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | [   ] No conditions.No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures. 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | [X] Conditions.The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose one or
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | more of (1) through (7) as applicable):                                                                                        |  |                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|[Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and  3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective  includes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an  Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year.]                                                                                                                                                                                                                                                                                                                                                

© 2008 Wells Fargo Bank, N.A.

18

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Nonstandardized 401(k) Plan


|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |          |  |             |  |            
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | -- |  | -------- |  | ----------- |  | -----------
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  | (1)            |  |    |  | (2)      |  | (3)         |  | (4)        
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  | Matching,      |  |    |  |          |  |             |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  | Nonelective    |  |    |  |          |  |             |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  | andForfeitures |  |    |  | Matching |  | Nonelective |  | Forfeitures
|(1)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | None.                                                                                                                  |  | N/A            |  |    |  | [  ]     |  | [  ]        |  | [  ]       
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  | (See Election  |  |    |  |          |  |             |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  | 31(a))         |  |    |  |          |  |             |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |          |  |             |  |            
|(2)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | 501 HOS/terminees(91 consecutive days if                                                                               |  | [  ]           |  | OR |  | [  ]     |  | [  ]        |  | [  ]       
|                                                                                                                                                        |  |                                                                                                                                        |  | Elapsed Time). See Section 3.06(B)(1)(b).                                                                              |  |                |  |    |  |          |  |             |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |          |  |             |  |            
|(3)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | Last day of the Plan Year.                                                                                             |  | [  ]           |  | OR |  | [  ]     |  | [  ]        |  | [  ]       
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |          |  |             |  |            
|(4)                                                                                                                                                     |  | [X]                                                                                                                                    |  | Last day of the Election 31(c) time period.                                                                            |  | [  ]           |  | OR |  | [X]      |  | [  ]        |  | [  ]       
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |          |  |             |  |            
|(5)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | 1,000 HOS in the Plan Year(182 consecutive                                                                             |  | [  ]           |  | OR |  | [  ]     |  | [  ]        |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  | days in Plan Year if Elapsed Time).                                                                                    |  |                |  |    |  |          |  |             |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |          |  |             |  |            
|(6)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | (specify) HOS within the Election                                                                                      |  | [  ]           |  | OR |  | [  ]     |  | [  ]        |  | [  ]       
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        | 
|                                                                                                                                                        |  |                                                                                                                                        |  | 31(c) time period,(but not exceeding 1,000
      HOS                                                                   |  |                |  |    |  |          |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  | in a Plan Year).                                                                                                       |  |                |  |    |  |          |  |             |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |          |  |             |  |            
|(7)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | Describe conditions:                                                                                                   |  |                |  |    |  |          |  |             |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                       
|                                                                                                                                                        |  |                                                                                                                                        |  | (e.g., Last day of the Plan Year as to Nonelective
      Contributions for Participating Employer "A" Participants. No
|                                                                                                                                                        |  |                                                                                                                                        |  | allocation conditions for Participating Employer
      "B" Participants).                                              |  |                |  |    |  |         
|                                                                                                                                                       
|(c) IXI Time period.Under Section 3.06(C),
      apply Elections 31(b)(4), (b)(6) or (b)(7) to the specified contributions/forfeitures                 
|based
      on each (Choose one of (1) through (5)):                                                                                                    |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |         
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |          |  |             |  |            
|(1)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | Plan Year                                                                                                              |  | [  ]           |  | OR |  | [  ]     |  | [  ]        |  | [  ]       
|(2)                                                                                                                                                     |  | [X]                                                                                                                                    |  | Plan Year quarter                                                                                                      |  | [  ]           |  | OR |  | [X]      |  | [  ]        |  | [  ]       
|(3)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | Calendar month                                                                                                         |  | [  ]           |  | OR |  | [  ]     |  | [  ]        |  | [  ]       
|(4)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | Payroll period                                                                                                         |  | [  ]           |  | OR |  | [  ]     |  | [  ]        |  | [  ]       
|(5)                                                                                                                                                     |  | [  ]                                                                                                                                   |  | Describe time period:                                                                                                  |  |                |  |    |  |          |  |             |  |            
|                                                                                                                                                        |  |                                                                                                                                        |  |                                                                                                                        | 
|                                                                                                                                                       
|[Note: If the Employer elects 31(b)(4) or (b)(6),
      the Employer must choose (c). If the Employer elects 31(b)(7), choose (c)
      if applicable.]
|                                                                                                                                                       
|32. ALLOCATION CONDITIONS  APPLICATION/WAIVER/SUSPENSION
      (3.06(D)/(F)). Under Section 3.06(D), in the event of                                  
|Severance from Employment as described below, apply
      or do not apply Election 31(b) allocation conditions to the specified                        
|contributions/forfeitures as follows (If the
      Employer elects 31(b), the Employer must complete Election 32. Choose one
      of (a) or (b).      
|Complete (c)):                                                                                                                                          |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |    |  |          |  |            
|                                                                                                                                                       
|[Note: For this Election 32, except as the Employer
      describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2)
      and     
|3.04(C)(2) regarding Operational QMACs and Operational
      QNECs, Matching includes all Matching Contributions and Nonelective                       
|includes all Nonelective Contributions to which
      allocation conditions may apply.]                                                                 |  |                                                                                                                                        |  |                                                                                                                        |  |                |  |   
|                                                                                                                                                       
|(a) [X] Total waiver or application.If a Participant incurs a Severance from Employment on account of or
      following death,                        
|Disability
      or attainment of Normal Retirement Age (Choose one of (1) or (2)):                                                                     |  |                                                                                                                                        |  |                                                                                                                        |  |               
|                                                                                                                                                        |  |                                                                                                                                       
|(1)                                                                                                                                                     |  | [X] Do not apply.Do
      not apply elected allocation conditions to Matching Contributions, to Nonelective
      Contributions or to 
|                                                                                                                                                        |  | forfeitures.                                                                                                                           |  |                                                                                                                        |  |                |  |    |  |          |  |            
|                                                                                                                                                        |  |                                                                                                                                       
|(2)                                                                                                                                                     |  | [  ] Apply.Apply
      elected allocation conditions to Matching Contributions, to Nonelective
      Contributions and to forfeitures.

© 2008 Wells Fargo Bank, N.A.

19

---



Nonstandardized 401(k)

|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |             |  |            
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | --------------- |  | ----------- |  | -------- |  | ----------- |  | -----------
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  | (1)             |  |             |  | (2)      |  | (3)         |  | (4)        
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  | Matching,       |  |             |  |          |  |             |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  | Nonelective     |  |             |  |          |  |             |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  | and Forfeitures |  |             |  | Matching |  | Nonelective |  | Forfeitures
|(b) [  ] Application/waiver as to Contribution                                                                                                           |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | Types events.If a Participant incurs a               |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | Severance from Employment, apply allocation          |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | conditions exceptsuch conditions are waived
      if |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | Severance is on account of or following death,       |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | Disability or attainment of Normal Retirement        |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | Age as specified, and as applied to the specified    |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | Contribution Types/forfeitures (Choose (1), (2),     |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | and (3) as applicable):                              |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  | (1)                                                                                                                                |  | [  ]                                                 |  | Death                                                                                    |  | [  ]            |  | OR          |  | [  ]     |  | [  ]        |  | [  ]       
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  | (2)                                                                                                                                |  | [  ]                                                 |  | Disability                                                                               |  | [  ]            |  | OR          |  | [  ]     |  | [  ]        |  | [  ]       
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  | (3)                                                                                                                                |  | [  ]                                                 |  | Normal Retirement Age                                                                    |  | [  ]            |  | OR          |  | [  ]     |  | [  ]        |  | [  ]       
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |            
|(c) Suspension.The suspension of allocation
      conditions of Section 3.06(F) (Choose one of (1) or (2)):                                              |  |                                                                                                                                    |  |                                                     
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  | (1) [X] Applies.Applies as follows
      (Choose one of a., b., or c.):                                                            |  |                                                      |  |                                                                                          |  |                 |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | a.                                                   |  | [  ] Both.Applies both to Nonelective
      Contributions and to Matching Contributions. |  |                 |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | b.                                                   |  | [  ] Nonelective.Applies only
      to Nonelective Contributions.                        |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  | c.                                                   |  | [X] Match.Applies only to Matching
      Contributions.                                  |  |                 |  |             |  |          |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |         
|                                                                                                                                                         |  | (2) [  ] Does not apply.                                                                                                           |  |                                                      |  |                                                                                          |  |                 |  |             |  |         
|                                                                                                                                                        
|33. FORFEITURE ALLOCATION METHOD (3.07).
      The Plan Administrator will allocate a Participant forfeiture attributable
      to all                  
|Contribution Types or attributable to all Nonelective
      Contributions or to all Matching Contributions as follows (Choose one
      or more of (a)  
|through (g) as applicable. Choose (e) only in
      conjunction with at least one other election):                                                       |  |                                                                                                                                    |  |                                                      |  |                                                                                         
|[Note: Even if the Employer elects immediate
      vesting, the Employer should                                                                          |  | (1)                                                                                                                                |  |                                                      |  | (2)                                                                                      |  | (3)            
|complete Election 33. See Section 7.07.]                                                                                                                 |  |                                                                                                                                    |  | All                                                  |  |                                                                                          |  | Nonelective     |  | Matching   
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  | Forfeitures |  |          |  | Forfeitures |  | Forfeitures
|(a)                                                                                                                                                      |  | [  ] Additional Nonelective.Allocate
      as additional Discretionary                                                             |  | [  ]                                                 |  | OR                                                                                       |  | [  ]            |  | [  ]       
|                                                                                                                                                         |  | Nonelective
      Contribution.                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |         
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |            
|(b)                                                                                                                                                      |  | [  ] Additional Match.Allocate
      as additional Discretionary Matching                                                          |  | [  ]                                                 |  | OR                                                                                       |  | [  ]            |  | [  ]       
|                                                                                                                                                         |  | Contribution.                                                                                                                      |  |                                                      |  |                                                                                          |  |                 |  |             |  |         
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |            
|(c)                                                                                                                                                      |  | [  ] Reduce Nonelective.Apply
      to Nonelective Contribution.                                                                   |  | [  ]                                                 |  | OR                                                                                       |  | [  ]            |  | [  ]       
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |         
|(d)                                                                                                                                                      |  | [X] Reduce Match.Apply to Matching
      Contribution.                                                                             |  |                                                      |  | [X]                                                                                      |  | OR              |  | [  ]        |  | [  ]    
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |            
|(e)                                                                                                                                                      |  | [X] Plan expenses.Pay reasonable
      Plan expenses first (See Section                                                            |  | [X]                                                  |  | OR                                                                                       |  | [  ]            |  | [  ]       
|                                                                                                                                                         |  | 7.04(C)),
      then allocate in the manner described above.                                                                       |  |                                                      |  |                                                                                          |  |                 |  |            
|                                                                                                                                                         |  |                                                                                                                                   
|(f)                                                                                                                                                      |  | [  ] Safe harbor/top-heavy exempt.Apply all forfeitures to Safe Harbor Contributions and Plan expenses
      in accordance with   
|                                                                                                                                                         |  | Section 3.07(A)(4).                                                                                                                |  |                                                      |  |                                                                                          |  |                 |  |             |  |         
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |             |  |         
|(g)                                                                                                                                                      |  | [  ] Describe:                                                                                                                     |  |                                                      |  |                                                                                          |  |                 |  |             |  |         
|                                                                                                                                                         |  |                                                                                                                                   
|                                                                                                                                                         |  | (e.g., Forfeitures
      attributable to transferred balances from Plan X are allocated only to former
      Plan X participants.)
|                                                                                                                                                        
|34. FORFEITURE ALLOCATION TIMING (3.07(B)).
      See Sections 3.07, 5.07 and 7.07 as to when a forfeiture occurs. Once a
      forfeiture              
|occurs, this Election 34 determines the timing
      of the forfeiture allocation. The Plan Administrator will allocate a Participant's
      forfeiture
|(Choose one or both of (a) and (b) as applicable):                                                                                                       |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |            
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  | (1)         |  |          |  | (2)         |  | (3)        
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  | All         |  |          |  | Nonelective |  | Matching   
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  | Forfeitures |  |          |  | Forfeitures |  | Forfeitures
|(a)                                                                                                                                                      |  | [X] Same Plan Year.In the same Plan
      Year in which the designated                                                             |  | [X]                                                  |  | OR                                                                                       |  | [  ]            |  | [  ]       
|                                                                                                                                                         |  | forfeiture
      occurs.                                                                                                           |  |                                                      |  |                                                                                          |  |                 |  |             |  |         
|                                                                                                                                                         |  |                                                                                                                                    |  |                                                      |  |                                                                                          |  |                 |  |            
|(b)                                                                                                                                                      |  | [  ] Next Plan Year.In the Plan
      Year following the Plan Year in which                                                        |  | [  ]                                                 |  | OR                                                                                       |  | [  ]            |  | [  ]       
|                                                                                                                                                         |  | the designated
      forfeiture occurs.                                                                                            |  |                                                      |  |                                                                                          |  |                 |  |             |  |         

© 2008 Wells Fargo Bank, N.A.

20

---



Nonstandardized 401(k)

|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   |  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------- | ---- | - | ------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------- | - |  |  | 
|[Note: The elected forfeiture allocation timing
      applies irrespective of when the Employer makes its contribution(s), if
      any, for a Plan Year. |                                                    |                                                                                                                                              
|Even if the Employer elects immediate vesting,
      the Employer should complete Election 34. See Sections 3.07 and 7.07.]                               |                                                    |                                                                                                                                              
|                                                                                                                                                          |                                                    |                                                                                                                                              
|35. EMPLOYEE (AFTER-TAX) CONTRIBUTIONS (3.09).
      The following additional elections apply to Employee Contributions under                             |                                                    |                                                                                                                                              
|Election 6(f). (Complete (a) and (b)):                                                                                                                    |                                                    |                                                                                                                                               |      |  
|                                                                                                                                                          |                                                    |                                                                                                                                              
|(a) Limitations.The Plan permits Employee
      Contributions subject to the following limitations, if any, in addition
      to those already            |                                                    |                                                                                                                                              
|                                                                                                                                                          | imposed under the Plan (Choose one of (1) or (2)): |                                                                                                                                               |     
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|(1)                                                                                                                                                       |                                                    |                                                                                                                                               | [  ] |   | None.No additional limitations.                                                                              |                                                                                                |  
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|(2)                                                                                                                                                       |                                                    |                                                                                                                                               | [  ] |   | Additional limitations.The following additional
      limitations:                                           |                                                                                                | .
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |  
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|                                                                                                                                                          |                                                    | [Note: Any designated limitation(s) must be the
      same for all Participants and must be definitely determinable.]                         |      |  
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|(b) Matching Contributions.(Choose one
      of (1) or (2)):                                                                                              |                                                    |                                                                                                                                              
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|                                                                                                                                                          |                                                    | (1)                                                                                                                                           | [  ] |   | None.The Employer will not make any Matching
      Contributions based on Employee Contributions.            |                                                                                                |  
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|(2)                                                                                                                                                       |                                                    |                                                                                                                                               | [  ] |   | Applies.For each Plan Year, the Employer's
      Matching Contribution made as to Employee Contributions is: |                                                                                                |  
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |  
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|36. DESIGNATED IRA CONTRIBUTIONS (3.12).
      Under Election 6(h), a Participant may make Designated IRA Contributions                                   |                                                    |                                                                                                                                              
|effective for Plan Years beginning after _______________
      (date specified must be no earlier than December 31, 2002). (Complete
      (a) and (b)):  |                                                    |                                                                                                                                              
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|(a)                                                                                                                                                       |                                                    | Type of IRA contribution.A Participant's
      Designated IRA Contributions will be (Choose one of (1), (2), or (3)):                         |      |  
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|                                                                                                                                                          |                                                    | (1)                                                                                                                                           | 1    | 1 |                                                                                                              | Traditional.                                                                                   |   |  |  | 
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|                                                                                                                                                          |                                                    | (2)                                                                                                                                           | 1    | 1 |                                                                                                              | Roth.                                                                                          |   |  |  | 
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|                                                                                                                                                          |                                                    | (3)                                                                                                                                           | 1    | 1 |                                                                                                              | Traditional/Roth.As the Participant elects
      at the time of contribution.                  |   | 
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|(b)                                                                                                                                                       |                                                    | Type of Account.A Participant's Designated
      IRA Contributions will be held in the following form of Account(s) (Choose
      one of (1),
|                                                                                                                                                          |                                                    | (2), or (3)):                                                                                                                                 |      |  
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|(1)                                                                                                                                                       |                                                    |                                                                                                                                               | 1    | 1 |                                                                                                              | IRA.                                                                                           |   |  |  | 
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|(2)                                                                                                                                                       |                                                    |                                                                                                                                               | 1    | 1 |                                                                                                              | Individual Retirement Annuity.                                                                 |   | 
|                                                                                                                                                          |                                                    |                                                                                                                                               |      |   |                                                                                                              |                                                                                                |   | 
|(3)                                                                                                                                                       |                                                    |                                                                                                                                               | 1    | 1 |                                                                                                              | IRA/Individual Retirement Annuity.As the
      Participant elects at the time of contribution. |   | 

ARTICLE IVLIMITATIONS AND TESTING

|                                                                                                                                                        |                           |  |                       
|------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- |  | ----------------------
|[Note: The Employer, in the "Effective as of
      execution" column under Election 37, must elect those testing elections
      which are: (i) in     
|effect as of date of the Employer's execution
      of this Adoption Agreement; and (ii) if the Adoption Agreement restates
      the Plan, also       
|are retroactive to the later of the Plan's original
      Effective Date or EGTRRA restated Effective Date, except as indicated in
      Appendix A. If
|the Employer wishes to change any testing electionafterit executes this Adoption Agreement, the Employer must
      elect the changes in the           
|"Changes post-execution" column under Election
      37, and the Employer must specify the Plan Year Effective Date(s) of any
      changed            
|election. The Employer may complete the Effective
      Date blanks specifying the changed election applies to a single Plan Year
      (e.g., "2011   
|only"), or a range of Plan Years (e.g., "2011-2015")
      or may specify the change as becoming effective in a specified Plan Year
      (e.g.,       
|"commencing 2010"). If the Employer specifies
      a single Plan Year only or specifies a range of Plan Years, the Plan becomes
      subject to the  
|election in the "Effective as of execution" column
      in the Plan Years commencing after the specified Year(s), unless the Employer                 
|subsequently changes the election. If the Employer
      specifies the change as commencing in a Plan Year, the election applies
      in the          
|specified Plan Year and in all following Plan
      Years unless the Employer subsequently changes the election.]                                       |                           | 
|                                                                                                                                                       
|37. ANNUAL TESTING ELECTIONS (4.06(B)). The
      Employer makes the following Plan specific annual testing elections under                            
|Section 4.06(B). (Complete (a) and (b)):                                                                                                                |                           | 
|                                                                                                                                                       
|                                                                                                                                                        | (1)                       |  | (2)                   
|                                                                                                                                                        | Effective as of execution |  | Changes post-execution
|                                                                                                                                                        | (and retroactively        |  | (specify Plan Year    
|                                                                                                                                                        | ifrestatement)            |  | Effective Date(s))    
|                                                                                                                                                       
|(a) Nondiscrimination testing.(Choose one or more
      of (1), (2), or (3)):                                                                           |                           |  |                       
|                                                                                                                                                       
|(1)
      [X] Traditional 401(k) Plan/ADP/ACP test.                                                                                                     |                           |  |                       
|The
      following testing method(s) apply                                                                                                             |                           |  |                       
|(Choose
      a. and b. as applicable):                                                                                                                 |                           |  |                       
|                                                                                                                                                       
|[Note: The Plan may "split test" for Plan Years commencing
      in 2005.]                                                                              |                           |  |                       

© 2008 Wells Fargo Bank, N.A.

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Nonstandardized 401(k)

|                                                                                                                                            |  |                                                                                                                                           |      |                                                                                                               |  |                        |  |                       
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  | ----------------------
|a.                                                                                                                                          |  | [X] Current Year Testing.See Section 4.11(E).                                                                                             |      |                                                                                                               |  |                       
|                                                                                                                                            |  |                                                                                                                                           |      | Current Year Testing applies to the ADP/ACP tests                                                             |  |                        |  |                       
|                                                                                                                                            |  |                                                                                                                                           |      | as elected below (Choose one or both of (i) and (ii)):                                                        |  |                        |  |                       
|                                                                                                                                            |  |                                                                                                                                           |      |                                                                                                               |  |                        |  |                       
|                                                                                                                                            |  | (i)                                                                                                                                       |      | [X] ADP test.                                                                                                 |  | [X]                    |  | [  ]Effective Date(s):
|                                                                                                                                            |  |                                                                                                                                           |      |                                                                                                               |  |                        |  |                       
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                            |  | (ii)                                                                                                                                      |      | [X] ACP test.                                                                                                 |  | [X]                    |  | [  ]Effective Date(s):
|                                                                                                                                            |  |                                                                                                                                           |      |                                                                                                               |  |                        |  |                       
|                                                                                                                                           
|                                                                                                                                           
|[Note: The Employer may leave (ii) blank if the Plan does
      not permit Matching Contributions or Employee Contributions and the Plan   
|Administrator will not recharacterize Elective Deferrals
      as Employee Contributions for testing.]                                      |  |                                                                                                                                          
|                                                                                                                                           
|b.                                                                                                                                          |  | [  ] Prior Year Testing.See Section 4.11(I).                                                                                              |      |                                                                                                               |  |                       
|                                                                                                                                            |  | Prior Year Testing applies to the ADP/ACP tests
      as                                                                                  |      |                                                                                                               |  |                       
|                                                                                                                                            |  | elected below. See Sections 4.10(B)(4)(f)(iv) and                                                                                         |      |                                                                                                               |  |                       
|                                                                                                                                            |  | 4.10(C)(5)(e)(iv) as to the first Plan Year. (Choose                                                                                      |      |                                                                                                               |  |                       
|                                                                                                                                            |  | one or both of (i) and (ii)):                                                                                                             |      |                                                                                                               |  |                       
|                                                                                                                                           
|                                                                                                                                            |  | (i) [  ] ADP
      test.                                                                                                                  |      | [  ]                                                                                                          |  | [  ]Effective Date(s):
|                                                                                                                                            |  |                                                                                                                                           |      |                                                                                                               |  |                        |  |                       
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                            |  | (iii)  [  ] ACP test.                                                                                                                     |      | [  ]                                                                                                          |  | [  ]Effective Date(s):
|                                                                                                                                            |  |                                                                                                                                           |      |                                                                                                               |  |                       
|                                                                                                                                           
|                                                                                                                                           
|[Note: The Employer may leave (ii) blank if the Plan does
      not permit Matching Contributions or Employee Contributions and the Plan   
|Administrator will not recharacterize Elective Deferrals
      as Employee Contributions for testing.]                                      |  |                                                                                                                                          
|                                                                                                                                           
|(2) [  ] Safe Harbor Plan/No testing or
      ACP test only.                                                                                |  |                                                                                                                                           |      |                                                                                                              
|                                                                                                                                            |  | (Choose one of a., b., or c.):                                                                                                            |      |                                                                                                               |  |                       
|                                                                                                                                           
|a.                                                                                                                                          |  | [  ] No testing.                                                                                                                          |      | [  ]                                                                                                          |  | [  ]Effective Date(s):
|                                                                                                                                            |  | ADP test safe harbor applies and if applicable,                                                                                           |      |                                                                                                               |  |                       
|                                                                                                                                            |  | ACP test safe harbor applies.                                                                                                             |      |                                                                                                               |  |                       
|                                                                                                                                           
|b.                                                                                                                                          |  | [  ] ACP test only.                                                                                                                       |      |                                                                                                               |  |                       
|                                                                                                                                            |  | ADP test safe harbor applies, but Plan will perform                                                                                       |      |                                                                                                               |  |                       
|                                                                                                                                            |  | ACP test as follows (Choose one of (i) or (ii)):                                                                                          |      |                                                                                                               |  |                       
|                                                                                                                                           
|                                                                                                                                            |  | (i) [  ] Current Year
      Testing.                                                                                                      |      | [  ]                                                                                                          |  | [  ]Effective Date(s):
|                                                                                                                                            |  |                                                                                                                                           |      |                                                                                                               |  |                        |  |                       
|                                                                                                                                           
|                                                                                                                                           
|                                                                                                                                            |  | (iii) [  ] Prior Year Testing.                                                                                                            |      | [  ]                                                                                                          |  | [  ]Effective Date(s):
|                                                                                                                                            |  |                                                                                                                                           |      |                                                                                                               |  |                       
|                                                                                                                                           
|                                                                                                                                           
|[Note: The Employer may elect Prior Year Testing under Election
      37(a)(2)b.(ii) only for Plan Years after the Final 401(k) Regulations
|Effective Date.]                                                                                                                           
|                                                                                                                                           
|c.                                                                                                                                          |  | [  ] Possible delayed election.                                                                                                           |      | [  ]                                                                                                          |  | [  ]Effective Date(s):
|                                                                                                                                            |  | (maybe
      notice/supplemental notice)                                                                                                  |      |                                                                                                               |  |                       
|                                                                                                                                           
|                                                                                                                                            |  | The Employer under Section 3.05(I)(1) may treat
      the Plan as a Traditional 401(k) Plan or may make a delayed election to            
|                                                                                                                                            |  | treat the Plan as a Safe Harbor 401(k) Plan. If
      the Employer gives the maybe and supplemental notices and amends the Plan          
|                                                                                                                                            |  | to provide for the Safe Harbor Nonelective Contribution,
      the Plan is an ADP test safe harbor plan for the Plan Year to which       
|                                                                                                                                            |  | the maybe and supplemental notices and the amendment
      apply. If the Employer does not give the supplemental notice, the             
|                                                                                                                                            |  | Plan is a Traditional 401(k) Plan, subject to ADP
      Current Year Testing and, if applicable, to ACP Current Year Testing. If         
|                                                                                                                                            |  | the Employer gives the supplemental notice and amends
      the Plan to provide for the Safe Harbor Nonelective Contribution,            
|                                                                                                                                            |  | and the Employer has elected Additional Matching
      Contributions under Election 30(h) (Choose one of (i) or (ii)):                   
|                                                                                                                                           
|                                                                                                                                            |  | (i)                                                                                                                                       | [  ] | No testing.ADP and ACP test safe harbors
      apply. The Employer's elections under 30(h) as to Additional  
|                                                                                                                                            |  |                                                                                                                                           |      | Matching Contributions satisfy the ACP safe harbor
      requirements and the Employer elects to apply the   
|                                                                                                                                            |  |                                                                                                                                           |      | Election 30(h) stated ACP test safe harbor conditions
      (see the Note following Election 30(h)) as to all
|                                                                                                                                            |  |                                                                                                                                           |      | Additional Matching Contributions.                                                                            |  |                        |  |                       
|                                                                                                                                           
|                                                                                                                                            |  | (ii)                                                                                                                                      | [  ] | ACP test only.ADP safe harbor applies, but
      the Plan will perform the ACP test as to all Additional     
|                                                                                                                                            |  |                                                                                                                                           |      | Matching Contributions using Current Year Testing.                                                            |  |                        |  |                       
|                                                                                                                                           
|                                                                                                                                            |  | [Note: Even if the Employer does not elect 37(a)(2)c.,
      the Employer still may make a delayed election into safe harbor status      
|                                                                                                                                            |  | under Section 3.05(I)(1) using the maybe and
      supplemental notices and by amending the plan to provide for the Safe Harbor          
|                                                                                                                                            |  | Nonelective Contribution. However, in this case,
      the Employer also must amend the Plan to make its testing elections under         
|                                                                                                                                            |  | this Election 37 consistent with its delayed
      election into safe harbor status. The Employer then may elect any election
      under
|                                                                                                                                            |  | 37(a)(2), including 37(a)(2)c. An Employer's
      election of 37(a)(2)c. permits the Plan to remain in perpetual possible
      delayed 
|                                                                                                                                            |  | safe harbor election status, while minimizing
      the number of Plan amendments required to do so.]                                    

© 2008 Wells Fargo Bank, N.A.

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Nonstandardized 401(k)

|                                                            |  |                     |  |                        |  |                       
|----------------------------------------------------------- |  | ------------------- |  | ---------------------- |  | ----------------------
|(3)
      [  ] SIMPLE 401(k) Plan/No testing.               |  | [  ]                |  | [  ]Effective Date(s):
|                                                            |  |                     |  |                       
|                                                           
|(b) BCE determination.(Complete both (1) and (2)):          |  |                     |  |                       
|(1)
      Top-paid group election.(Choose one of a. or b.): |  |                     |  |                       
|a.                                                          |  | [X] Does not apply. |  | IXI                    |  | [  ]Effective Date(s):
|                                                            |  |                     |  |                        |  |                       
|                                                           
|b.                                                          |  | [  ] Applies.       |  | [  ]                   |  | [  ]Effective Date(s):
|                                                            |  |                     |  |                        |  |                       
|                                                           
|(2) Calendar year data election (fiscal year Plan only).    |  |                     |  |                       
|(Choose one of a. or b.):                                   |  |                     |  |                       
|a.                                                          |  | [X] Does not apply. |  | IXI                    |  | [  ]Effective Date(s):
|                                                            |  |                     |  |                        |  |                       
|                                                           
|c.                                                          |  | [  ] Applies.       |  | [  ]                   |  | [  ]Effective Date(s):

ARTICLE VVESTING REQUIREMENTS

|                                                                                                                                                   |  |                                                                                                                                                 |  |                                                                         |  | 
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | 
|38. NORMAL RETIREMENT AGE (5.01).
      A Participant attains Normal Retirement Age under the Plan on the following
      date (Choose            
|one of (a) or (b)):                                                                                                                                |  |                                                                                                                                                
|                                                                                                                                                   |  |                                                                                                                                                 |  |                                                                        
|(a)                                                                                                                                                |  | [X] Specific age.The date the Participant
      attains age 65 . [Note: The age may not exceed age 65.]                                         |  |                                                                        
|                                                                                                                                                   |  |                                                                                                                                                
|(b)                                                                                                                                                |  | [  ] Age/participation.The later of the date
      the Participant attains age______or the______ anniversary of the first day
      of the Plan
|                                                                                                                                                   |  | Year
      in which the Participant commenced participation in the Plan. [Note:
      The age may not exceed age 65 and the anniversary        
|                                                                                                                                                   |  | may
      not exceed the 5th.]                                                                                                                  |  |                                                                        
|                                                                                                                                                   |  |                                                                                                                                                
|39. EARLY RETIREMENT AGE (5.01). (Choose
      one of (a) or (b)):                                                                                 |  |                                                                                                                                                
|                                                                                                                                                   |  |                                                                                                                                                
|(a)                                                                                                                                                |  | [X] Not applicable.The Plan does not provide
      for an Early Retirement Age.                                                                 |  |                                                                        
|                                                                                                                                                   |  |                                                                                                                                                 |  |                                                                        
|(b)                                                                                                                                                |  | [  ] Early Retirement Age.Early Retirement
      Age is the later of: (i) the date a Participant attains age                                    |  | ; (ii) the date a                                                      
|                                                                                                                                                   |  | Participant
      reaches his/her______anniversary of the first day of the Plan Year in which
      the Participant commenced                  
|                                                                                                                                                   |  | participation
      in the Plan; or (iii) the date a Participant completes_______Years of Service.                                              |  |                                                                        
|                                                                                                                                                   |  |                                                                                                                                                
|[Note: The Employer should leave blank any of
      clauses (i), (ii), and (iii) which are not applicable.]                                        |  |                                                                                                                                                
|"Years of Service" under this Election 39 means
      (Choose one of (1) or (2) as applicable):                                                    |  |                                                                                                                                                
|                                                                                                                                                   |  |                                                                                                                                                 |  |                                                                         |  | 
|                                                                                                                                                   |  | (1)                                                                                                                                             |  | [  ] Eligibility.Years of Service for eligibility in
      Election 16. |  | 
|                                                                                                                                                   |  | (2)                                                                                                                                             |  | [  ] Vesting.Years of Service for vesting in Elections
      42 and 43. |  | 
|                                                                                                                                                  
|[Note: Election of an Early Retirement Age does
      not affect the time at which a Participant may receive a Plan distribution.
      However, a
|Participant becomes 100% vested at Early Retirement
      Age.]                                                                                    |  |                                                                                                                                                
|                                                                                                                                                  
|40. ACCELERATION ON DEATH OR DISABILITY (5.02).
      Under Section 5.02, if a Participant incurs a Severance from                                
|Employment as a result of death or Disability (Choose
      one of (a), (b), or (c)):                                                              |  |                                                                                                                                                
|                                                                                                                                                   |  |                                                                                                                                                 |  |                                                                        
|(a)                                                                                                                                                |  | [X] Applies.Apply 100% vesting.                                                                                                                 |  |                                                                        
|                                                                                                                                                   |  |                                                                                                                                                
|(b)                                                                                                                                                |  | [  ] Not applicable.Do not apply 100% vesting.
      The Participant's vesting is in accordance with the applicable Plan vesting               
|                                                                                                                                                   |  | schedule.                                                                                                                                       |  |                                                                        
|(c)                                                                                                                                                |  | [  ] Limited application.Apply 100% vesting,
      but only if a Participant incurs a Severance from Employment as a result
      of           
|                                                                                                                                                   |  | (Choose one of (1)
      or (2)):                                                                                                               |  |                                                                        
|                                                                                                                                                   |  |                                                                                                                                                 |  |                                                                         |  | 
|                                                                                                                                                   |  | (1)                                                                                                                                             |  | [  ] Death.                                                             |  | 
|                                                                                                                                                   |  |                                                                                                                                                 |  |                                                                         |  | 
|                                                                                                                                                   |  | (2)                                                                                                                                             |  | [  ] Disability.                                                        |  | 

© 2008 Wells Fargo Bank, N.A.

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Nonstandardized 401(k)

|                                                                                                                                                       |  |                                                                                                                                    |  |                                                                                  |  |         |  |                      |  |      |  |             |  |          |  |                 
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------- |  | ------- |  | -------------------- |  | ---- |  | ----------- |  | -------- |  | ----------------
|41. VESTING SCHEDULE (5.03). A Participant
      has a 100% Vested interest at all times in his/her Accounts attributable
      to: (i) Elective      
|Deferrals; (ii) Employee Contributions; (iii) QNECs;
      (iv) QMACs; (v) Safe Harbor Contributions; (vi) SIMPLE Contributions; (vii)                
|Rollover Contributions; (viii) Prevailing Wage
      Contributions unless the Prevailing Wage Contract provides otherwise; (ix)
      DECs; and (x)   
|Designated IRA Contributions. The following vesting
      schedule applies to Regular Matching Contributions, to Additional Matching                  
|Contributions (irrespective of ACP testing status)
      and to Nonelective Contributions (other than Prevailing Wage Contributions)
      (Choose    
|(a) or choose one or both of (b) and (d) as
      applicable. Choose (c) if elect a non-top-heavy schedule under (b) or (d)):                          |  |                                                                                                                                   
|                                                                                                                                                      
|(a) [  ] Immediate vesting.100% Vested at
      all times in all Accounts.                                                                             |  |                                                                                                                                    |  |                                                                                  |  |         |  |                     
|                                                                                                                                                      
|[Note: UnlessallContribution
      Types are 100% Vested, the Employer should not elect 41(a). If the Employer
      elects immediate vesting         
|under 41(a), the Employer should not complete
      the balance of Election 41 or Elections 42 and 43 (except as noted therein).
      The Employer   
|must elect 41(a) if the eligibility Service
      condition under Election 14 as toallContribution Types (except
      Elective Deferrals and Safe    
|Harbor Contributions) exceeds one Year of Service
      or more than 12 months. The Employer must elect 41(b)(1) as to any Contribution
      Type    
|where the eligibility service condition exceeds
      one Year of Service or more than 12 months. The Employer should elect 41(b)
      ifany         
|Contribution Type is subject to a vesting schedule.]                                                                                                   |  |                                                                                                                                    |  |                                                                                  |  |         |  |                      |  |     
|                                                                                                                                                      
|(b) [X] Vesting schedules:Apply the following
      vesting schedules (Choose one or more of (1) through (7) as applicable):                          
|                                                                                                                                                      
|                                                                                                                                                       |  |                                                                                                                                    |  |                                                                                  |  |         |  | (1)                  |  |      |  | (2)         |  | (3)      |  | (4)             
|                                                                                                                                                       |  |                                                                                                                                    |  |                                                                                  |  |         |  |                      |  |      |  |             |  |          |  | Additional      
|                                                                                                                                                       |  |                                                                                                                                    |  |                                                                                  |  |         |  | All                  |  |      |  |             |  | Regular  |  | Matching(See    
|                                                                                                                                                       |  |                                                                                                                                    |  |                                                                                  |  |         |  | Contributions        |  |      |  | Nonelective |  | Matching |  | Section 3.05(F))
|                                                                                                                                                      
|(1)                                                                                                                                                    |  | [  ]                                                                                                                               |  | Immediate vesting                                                                |  |         |  | N/A                  |  |      |  | [  ]        |  | [  ]     |  | [  ]            
|                                                                                                                                                       |  |                                                                                                                                    |  |                                                                                  |  |         |  | (See Election 41(a)) |  |      |  |             |  |          |  |                 
|                                                                                                                                                      
|(2)                                                                                                                                                    |  | [  ]                                                                                                                               |  | Top-heavy: 6-year graded                                                         |  | [  ]    |  | OR                   |  | [  ] |  | [  ]        |  | [  ]    
|                                                                                                                                                      
|(3)                                                                                                                                                    |  | [  ]                                                                                                                               |  | Top-heavy: 3-year cliff                                                          |  | [  ]    |  | OR                   |  | [  ] |  | [  ]        |  | [  ]    
|                                                                                                                                                       |  |                                                                                                                                    |  |                                                                                  |  |         |  |                      |  |      |  |            
|(4)                                                                                                                                                    |  | [X] Modified top-heavy:                                                                                                            |  | [  ]                                                                             |  | OR      |  | [  ]                 |  | IXI  |  | [  ]       
|                                                                                                                                                       |  |                                                                                                                                    |  | Years of Service Vested %                                                        |  |         |  |                      |  |      |  |             |  |         
|                                                                                                                                                       |  |                                                                                                                                    |  | Less than 1                                                                      |  | a.0%    |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 1                                                                                |  | b. 34%  |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 2                                                                                |  | c. 67%  |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 3                                                                                |  | d 100%  |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 4                                                                                |  | e.      |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 5                                                                                |  | f.      |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 6 or more                                                                        |  | 100%    |  |                      |  |      |  |             |  |          |  |                 
|(5)                                                                                                                                                    |  | [  ]                                                                                                                               |  | Non-top-heavy: 7-year graded                                                     |  | N/A     |  |                      |  | [  ] |  | N/A         |  | N/A     
|                                                                                                                                                      
|(6)                                                                                                                                                    |  | [  ]                                                                                                                               |  | Non-top-heavy: 5-year cliff                                                      |  | N/A     |  |                      |  | [  ] |  | N/A         |  | N/A     
|                                                                                                                                                       |  |                                                                                                                                    |  |                                                                                  |  |         |  |                      |  |      |  |             |  |         
|(7)                                                                                                                                                    |  | [  ]                                                                                                                               |  | Modified non-top-heavy:                                                          |  | N/A     |  |                      |  | [  ] |  | N/A         |  | N/A     
|                                                                                                                                                       |  |                                                                                                                                    |  | Years of Service Vested %                                                        |  |         |  |                      |  |      |  |             |  |         
|                                                                                                                                                       |  |                                                                                                                                    |  | Less than 1                                                                      |  | a. ____ |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 1                                                                                |  | b. ____ |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 2                                                                                |  | c. ____ |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 3                                                                                |  | d. ____ |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 4                                                                                |  | e. ____ |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 5                                                                                |  | f. ____ |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 6                                                                                |  | g. ____ |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                       |  |                                                                                                                                    |  | 7 or more                                                                        |  | 100%    |  |                      |  |      |  |             |  |          |  |                 
|                                                                                                                                                      
|[Note: If the Employer does not elect 41(a),
      the Employer under 41(b) must elect immediate vesting or must elect a top-heavy
      or modified  
|top-heavy vesting schedule. The modified top-heavy
      schedule of Election 41(b)(4) must satisfy Code §416. A top-heavy schedule
      must        
|apply to Regular Matching Contributions and
      to Additional Matching Contributions. See Section 5.03(A)(1). The Employer
      as to Nonelective  
|Contributions only may elect one of Elections
      41(b)(5), (6), or (7) in addition to electing a top-heavy schedule. The
      Employer must       
|complete Election 41(c) if it elects any non-top-heavy
      schedule. If the Employer does not elect a non-top-heavy schedule, the elected           
|top-heavy schedule(s) applies to all Plan Years.
      If the Employer elects 41(b)(7), the modified non-top-heavy schedule must
      satisfy Code   
|§411(a)(2). If the Employer elects
      Additional Matching under Election 30(h), the Employer should elect vesting
      under the Additional       
|Matching column in this Election 41(b). That
      election applies to the Additional Matching even if the Employer has given
      the maybe notice  
|but does not give the supplemental notice for
      any Plan Year and as to such Plan Years, the Plan is not a safe harbor plan
      and the Matching
|Contributions are not Additional Matching Contributions.
      If the Plan's Effective Date is after December 31, 2006, do not complete               
|Elections 41(b)(5), (b)(6), or (b)(7).]                                                                                                                |  |                                                                                                                                    |  |                                                                                  |  |         |  |                      |  |      |  |            
|                                                                                                                                                      
|(c) [  ] Nonelective Contributions: application
      of top-heavy schedule(Choose one of (1) or (2)):                                                 |  |                                                                                                                                    |  |                                                                                 
|                                                                                                                                                      
|                                                                                                                                                       |  | (1) [  ] Apply in all Plan Years once top-heavy.Apply the top-heavy vesting schedule under Election 41(b) for the first
      Plan
|                                                                                                                                                       |  |                                                                                                                                    |  | Year in which the Plan is top-heavy and then in
      all subsequent Plan Years. |  |         |  |                     

© 2008 Wells Fargo Bank, N.A.

24

---



Nonstandardized 401(k) Plan

|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------- |  |  |  | 
|                                                                                                                                                            |  | (2) [  ] Apply only in top-heavy Plan Years.Apply
      the non-top-heavy schedule under Election 41(b) in all Plan Years in which                  |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  | the Plan is not a top-heavy plan.                                                                                                                                                |  |                                                          
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                 
|(d) [  ] Special vesting provisions:                                                                                                                        |  |                                                                                                                                                     |  | .                                                                                                                                                                               
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                 
|[Note: The Employer under Election 41(d) may
      describe special vesting provisions from the elections available under Election
      41 and/or a        |  |                                                                                                                                                    
|combination thereof as to a: (i) Participant
      group (e.g., Full vesting applies to Division A Employees OR to Employees
      hired on/before "x"      |  |                                                                                                                                                    
|date. 6-year graded vesting applies to Division
      B Employees OR to Employees hired after "x" date.); and/or (ii) Contribution
      Type (e.g.,        |  |                                                                                                                                                    
|Full vesting applies as to Discretionary Nonelective
      Contributions. 6-year graded vesting applies to Fixed Nonelective Contributions).
      Any      |  |                                                                                                                                                    
|special vesting provision must satisfy Code §411(a)
      and must be nondiscriminatory.]                                                                   |  |                                                                                                                                                    
|                                                                                                                                                            |  |                                                                                                                                                    
|42. YEAR OF SERVICE - VESTING
      (5.05). (Complete both (a) and (b)):                                                                                    |  |                                                                                                                                                    
|                                                                                                                                                            |  |                                                                                                                                                    
|[Note: If the Employer elects the Elapsed Time
      Method for vesting the Employer should not complete this Election 42. If
      the Employer elects    
|immediate vesting, the Employer should not complete
      Election 42 or Election 43 unless it elects to apply a Year of Service for
      vesting under   
|any other Adoption Agreement election.]                                                                                                                     |  |                                                                                                                                                     |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|(a)                                                                                                                                                         |  | Year of Service.An Employee must complete
      at least 1,000 Hours of Service during a Vesting Computation Period to receive                      |  |                                                                                                                                                                                 
|                                                                                                                                                            |  | credit for a Year of Service under Article V. [Note:
      The number may not exceed 1,000. If left blank, the requirement is 1,000.]               |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|(b)                                                                                                                                                         |  | Vesting Computation Period.The Plan measures
      a Year of Service based on the following 12-consecutive month period (Choose one of (1) or (2)): |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|                                                                                                                                                            |  | (1)                                                                                                                                                 |  | [X] Plan Year.                                                                                                                                                                   |  |                                                           |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|                                                                                                                                                            |  | (2)                                                                                                                                                 |  | [  ] Anniversary Year.                                                                                                                                                           |  |                                                           |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|43. EXCLUDED YEARS OF SERVICE - VESTING (5.05(C)).
      The Plan excludes the following Years of Service for purposes of                                   |  |                                                                                                                                                    
|vesting (Choose (a) or choose one or more of
      (b) through (e) as applicable):                                                                          |  |                                                                                                                                                    
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|(a)                                                                                                                                                         |  | [X] None.None other than as specified in
      Section 5.05(C)(1).                                                                                  |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|(b)                                                                                                                                                         |  | [  ] Age 18.Any Year of Service before the
      Vesting Computation Period during which the Participant attained the age
      of 18.              |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|(c)                                                                                                                                                         |  | [  ] Prior to Plan establishment.Any Year
      of Service during the period the Employer did not maintain this Plan or
      a predecessor         |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  | plan.                                                                                                                                                                            |  |                                                           |  |  |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|(d)                                                                                                                                                         |  | [  ] Rule of Parity.Any Year of Service excluded
      under the rule of parity. See Plan Section 5.06(C).                                          |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|(e)                                                                                                                                                         |  | [  ] Additional exclusions.The following
      Years of Service:                                                                                    |  | .                                                                                                                                                                               
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|[Note: The Employer under Election 43(e) may
      describe vesting service exclusions provisions available under Election
      43 and/or a combination    |  |                                                                                                                                                    
|thereof as to a: (i) Participant group (e.g.,
      No exclusions apply to Division A Employees OR to Employees hired on/before
      "x" date. The age    
|18 exclusion applies to Division B Employees
      OR to Employees hired after "x" date.); or (ii) Contribution Type (e.g.,
      No exclusions apply as to
|Discretionary Nonelective Contributions. The
      age 18 exclusion applies to Fixed Nonelective Contributions). Any exclusion
      specified under        |  |                                                                                                                                                    
|Election 43(e) must comply with Code §411(a)(4).
      Any exclusion must be nondiscriminatory.]                                                            |  |                                                                                                                                                    
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|ARTICLEVI                                                                                                                                                  
|DISTRIBUTION OF ACCOUNT BALANCE                                                                                                                            
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|44. MANDATORY DISTRIBUTION (6.01(A)(1)/6.08(D)).
      The Plan provides or does not provide for Mandatory Distribution of a                                |  |                                                                                                                                                    
|Participant's Vested Account Balance following Severance
      from Employment, as follows (Choose one of (a) or (b)):                                      |  |                                                                                                                                                    
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|(a)                                                                                                                                                         |  | [  ] No Mandatory Distribution.The Plan will
      not make a Mandatory Distribution following Severance from Employment.                           |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|(b)                                                                                                                                                         |  | [X] Mandatory Distribution.The Plan will
      make a Mandatory Distribution following Severance from Employment. (Complete                         |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  | (1) and (2). Choose (3) unless the Employer elects
      to limit Mandatory Distributions to $1,000 including Rollover Contributions under Elections 44(b)(1)b. and 44(b)(2)b.): |  |                                                          
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|                                                                                                                                                            |  | (1) Amount limit.As to a Participant who
      incurs a Severance from Employment and who will receive distribution before
      attaining         
|                                                                                                                                                            |  |                                                                                                                                                     |  | the later of age 62 or Normal Retirement Age, the
      Mandatory Distribution maximum amount is equal to (Choose one of a.,
      b., or c.):                                  
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  | a.                                                                                                                                                                               |  | [X] $5,000.                                               |  |  |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  | b.                                                                                                                                                                               |  | [  ] $1,000.                                              |  |  |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  | c.                                                                                                                                                                               |  | [  ] Specify amount:$_____ (may
      not exceed $5,000). |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|                                                                                                                                                            |  | (2) Application of Rollovers to amount limit.In determining whether a Participant's Vested Account Balance exceeds
      the                        |  |                                                                                                                                                                                 
|                                                                                                                                                            |  |                                                                                                                                                     |  | Mandatory Distribution dollar limit in Election
      44(b)(1), the Plan (Choose one of a. or b.):                                                                               |  |                                                          
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  | a.                                                                                                                                                                               |  | [X] Disregards Rollover Contribution Account.             |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  |                                                                                                                                                                                  |  |                                                           |  | 
|                                                                                                                                                            |  |                                                                                                                                                     |  | b.                                                                                                                                                                               |  | [  ] Includes Rollover Contribution Account.              |  | 

© 2008 Wells Fargo Bank, N.A.

25

---



Nonstandardized 401(k)

|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |      |  |  |  |  |  |              |  |                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------ | ---- |  |  |  |  |  | ------------ |  | -----------------
|                                                                                                                                                          |  | (3) [X] Amount of Mandatory Distribution subject
      to Automatic Rollover.A Mandatory Distribution to a Participant before
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  | attaining the later of age 62 or Normal Retirement
      Age is subject to Automatic Rollover under Section 6.08(D) (Choose   
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  | one of a. or b.):                                                                                                              |                                                  |      |  |  |  |  |  |             
|                                                                                                                                                         
|                                                                                                                                                          |  |                                                                                                                               |  | a.                                                                                            |  | [X] Only if exceeds $1,000.Only if
      the amount of the Mandatory Distribution exceeds $1,000, which for this
      purpose
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                | must include any Rollover Contributions Account. |      |  |  | 
|                                                                                                                                                         
|                                                                                                                                                          |  |                                                                                                                               |  | b.                                                                                            |  | [  ] Specify lesser amount.Only if the amount
      of the Mandatory Distribution is at least: $____ (specify $1,000
      or 
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                | less).                                           |      |  |  | 
|                                                                                                                                                         
|45. SEVERANCE DISTRIBUTION TIMING (6.01).
      Subject to the timing limitations of Section 6.01(A)(1) in the case of a
      Mandatory                 
|Distribution, or in the case of any Distribution
      Requiring Consent under Section 6.01(A)(2), for which consent is received,
      the Plan         
|Administrator will instruct the Trustee to distribute
      a Participant's Vested Account Balance as soon as is administratively practical              
|following the time specified below (Choose one
      or more of (a) through (k) as applicable):                                                           |  |                                                                                                                              
|[Note: If a Participant dies after Severance
      from Employment but before receiving distribution of all of his/her Account,
      the elections under
|this Election 45 no longer apply. See Section
      6.01(B) and Election 49.]                                                                             |  |                                                                                                                               |  |                                                                                              
|                                                                                                                                                         
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |      |  |  |  |  |  | (1)          |  | (2)              
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |      |  |  |  |  |  | Mandatory    |  | Distribution     
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |      |  |  |  |  |  | Distribution |  | Requiring Consent
|                                                                                                                                                         
|(a)                                                                                                                                                       |  | [X]                                                                                                                           |  | Immediate.Immediately following Severance
      from Employment.                              |  | [X]                                                                                                                            |                                                  | [X] 
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |     
|(b)                                                                                                                                                       |  | [  ]                                                                                                                          |  | Next Valuation Date.After the next Valuation
      Date following Severance                   |  | [  ]                                                                                                                           |                                                  | [  ]
|                                                                                                                                                          |  |                                                                                                                               |  | from Employment.                                                                              |  |                                                                                                                                |                                                  |      |  |  |  | 
|                                                                                                                                                         
|(c)                                                                                                                                                       |  | [  ]                                                                                                                          |  | Plan Year.In the                Plan
      Year following Severance from                      |  | [  ]                                                                                                                           |                                                  | [  ]
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |      |  | 
|                                                                                                                                                          |  |                                                                                                                               |  | Employment (e.g., next or fifth).                                                             |  |                                                                                                                                |                                                  |      |  | 
|(d)                                                                                                                                                       |  | [  ]                                                                                                                          |  | Plan Year quarter.In the Plan Year quarter
      following                                    |  | [  ]                                                                                                                           |                                                  | [  ]
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |      |  | 
|                                                                                                                                                          |  |                                                                                                                               |  | Severance from Employment (e.g., next or fifth).                                              |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |     
|(e)                                                                                                                                                       |  | [  ]                                                                                                                          |  | Contribution Type Accounts.            as
      to the                                        |  | [  ]                                                                                                                           |                                                  | [  ]
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |      |  | 
|                                                                                                                                                          |  |                                                                                                                               |  | Participant's                                 Account(s)
      and                as
      to |  |                                                                                                                               
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |      |  |  |  | 
|                                                                                                                                                          |  |                                                                                                                               |  | the Participant's                Account(s)
      (e.g., As soon as is practical              |  |                                                                                                                               
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                                |                                                  |      |  |  |  | 
|                                                                                                                                                          |  |                                                                                                                               |  | following Severance from Employment as to the
      Participant's Elective                    |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | Deferral Account and as soon as is practical
      in the next Plan Year following            |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | Severance from Employment as to the Participant's
      Nonelective and                       |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | Matching Accounts).                                                                           |  |                                                                                                                                |                                                  |      |  |  |  | 
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  |                                                                                                                               
|(f)                                                                                                                                                       |  | [  ] Vesting controlled timing.If the Participant's
      total                                                               |  | [  ]                                                                                          |  | [  ]                                                                                                                          
|                                                                                                                                                          |  |                                                                                                                               |  | Vested Account Balance exceeds $                 ,                                            |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | distribute ____________(specify timing)and
      if                                           |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | the Participant's total Vested Account Balance does
      not                                 |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | exceed $ ____________, distribute______________(specify
      timing).                        |  |                                                                                                                                |                                                  |     
|                                                                                                                                                         
|(g) [  ] Distribute at Normal Retirement Age.As to a Mandatory                                                                                            |  | [  ]                                                                                                                          |  | [  ]                                                                                         
|                                                                                                                                                          |  |                                                                                                                               |  | Distribution, distribute not later than 60 days
      after the                               |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | beginning of the Plan Year following the Plan Year
      in                                   |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | which the previously severed Participant attains
      the                                    |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | earlier of Normal Retirement Age or age 65. [Note:
      An                                   |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | election under column (2) only will have effect
      if the                                  |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | Plan's NRA is less than age 62.]                                                              |  |                                                                                                                                |                                                  |      |  | 
|                                                                                                                                                         
|(h) [  ] Acceleration.Notwithstanding any
      later specified distribution date in                                                                      |  | [  ]                                                                                                                          |  | [  ]                                                                                         
|                                                                                                                                                          |  |                                                                                                                               |  | Election 45, a Participant may elect an earlier
      distribution                            |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | following Severance from Employment (Choose
      (1) and (2) as applicable):                 |  |                                                                                                                               
|                                                                                                                                                         
|                                                                                                                                                          |  | (1)                                                                                                                           |  | [  ] Disability.If Severance from Employment
      is on account of Disability or if          |  |                                                                                                                               
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  | the Participant incurs a Disability following Severance
      from Employment.                                                 |                                                  |     
|                                                                                                                                                         
|                                                                                                                                                          |  | (2)                                                                                                                           |  | [  ] Hardship.If the Participant incurs a
      hardship under Section 6.07                   |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  |                                                                                               |  | following Severance from Employment.                                                                                           |                                                  |      |  | 
|                                                                                                                                                         
|(i) [  ] Required distribution at Normal Retirement
      Age.A severed Participant                                                                       |  | N/A                                                                                                                           |  | [  ]                                                                                         
|                                                                                                                                                          |  |                                                                                                                               |  | may not elect to delay distribution beyond the later
      of age 62 or Normal                |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | Retirement Age.                                                                               |  |                                                                                                                                |                                                  |      |  |  |  | 
|                                                                                                                                                         
|(j)                                                                                                                                                       |  | [  ] No buy-back/vesting controlled timing.                                                                                   |  | [  ]                                                                                          |  | [  ]                                                                                                                          
|                                                                                                                                                          |  |                                                                                                                               |  | Distribute as soon as is practical following Severance                                        |  |                                                                                                                                |                                                  |     
|                                                                                                                                                          |  |                                                                                                                               |  | from Employment if the Participant is fully Vested.                                           |  |                                                                                                                                |                                                  |     

© 2008 Wells Fargo Bank, N.A.

26

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Nonstandardized 401(k) Plan

|                                                                                                                                                       |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- |  | ------------- |  | -- |  | --------- |  | ------------- |  | ----- |  | ----- |  | -------- |  | ------------
|                                                                                                                                                       |  | Distribute as soon as is practical following a Forfeiture                                                                                 |                            |  |               |  |    |  |           |  |               | 
|                                                                                                                                                       |  | Break in Service if the Participant is not fully
      Vested.                                                                            |                            |  |               |  |    |  |           |  |               | 
|                                                                                                                                                      
|(k) [  ] Describe Severance from Employment distribution
      timing:                                                                                 |  |                                                                                                                                           |                            |  |               |  |    | 
|                                                                                                                                                       | 
|[Note: The Employer under Election 45(k) may
      describe Severance from Employment distribution timing provisions from the
      elections         
|available under Election 45 and/or a combination
      thereof as to any: (i) Participant group (e.g., Immediate distribution after
      Severance of
|Employment applies to Division A Employees OR
      to Employees hired on/before "x" date. Distribution after the next Valuation
      Date           
|following Severance from Employment applies
      to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution
      Type        
|(e.g., As to Division A Employees, immediate
      distribution after Severance of Employment applies as to Elective Deferral
      Accounts and      
|distribution after the next Valuation Date following
      Severance from Employment applies to Nonelective Contribution Accounts);
      and/or      
|(iii) merged plan account now held in the Plan
      (e.g., The accounts from the X plan merged into this Plan continue to be
      distributable in  
|accordance with the X plan terms [supply terms]
      and not in accordance with the terms of this Plan). An Employer's election
      under Election 
|45(k) must: (i) be objectively determinable;
      (ii) not be subject to Employer discretion; (iii) comply with Code §401(a)(14)
      timing        
|requirements; (iv) be nondiscriminatory and (v) preserve
      Protected Benefits as required.]                                                        |  |                                                                                                                                           |                            |  |               |  |    | 
|                                                                                                                                                      
|                                                                                                                                                       |  | 46. IN-SERVICE DISTRIBUTIONS/EVENTS (6.01(C)).
      A Participant may elect an In-Service Distribution of the designated                
|                                                                                                                                                       |  | Contribution Type Accounts based on any of the following events
      in accordance with Section 6.01(C) (Choose one of (a) or (b)):     
|                                                                                                                                                      
|[Note: If the Employer elects any In-Service Distribution
      option, a Participant may elect to receive as many In-Service Distributions
      per 
|Plan Year (with a minimum of one per Plan Year) as the
      Plan Administrator's In-Service Distribution form or policy may permit.
      If the     
|form or policy is silent, the number of In-Service Distributions
      is not limited. Prevailing Wage Contributions are treated as Nonelective       
|Contributions unless the Prevailing Wage Contract provides
      otherwise. See Section 6.01(C)(4)(d) if the Employer elects to use Prevailing        
|Wage Contributions to offset other contributions.]                                                                                                     |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       | 
|                                                                                                                                                      
|(a)                                                                                                                                                    |  | [  ] None.The Plan does not permit any In-Service Distributions
      except as to any of the following (if applicable): (i) RMDs under  
|                                                                                                                                                       |  | Section 6.02; (ii) Protected Benefits; and (iii) under Section
      6.01(C)(4) as to Employee Contributions, Rollover Contributions,    
|                                                                                                                                                       |  | DECs, Transfers, and Designated IRA Contributions.                                                                                        |                            |  |               |  |    |  |           |  |               | 
|                                                                                                                                                      
|(b)                                                                                                                                                    |  | [X] Permitted.In-Service Distributions are permitted
      as follows from the designated Contribution Type Accounts (Choose one
      or
|                                                                                                                                                       |  | more of (1) through (9)):                                                                                                                 |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          | 
|                                                                                                                                                       |  |                                                                                                                                          
|[Note: Unless the Employer elects otherwise
      in Election 46(b)(9), Elective Deferrals under Election 46(b) includes Pre-Tax
      and Roth        |  |                                                                                                                                          
|Deferrals and Matching Contributions includes
      Additional Matching Contributions, irrespective of the Plan's ACP testing
      status.]          
|                                                                                                                                                      
|                                                                                                                                                       |  |                                                                                                                                           |                            |  | (1)           |  |    |  | (2)       |  | (3)           |  | (4)   |  | (5)   |  | (6)      |  | (7)         
|                                                                                                                                                       |  |                                                                                                                                           |                            |  | All           |  |    |  | Elective  |  | Safe Harbor   |  | QNECs |  | QMACs |  | Matching |  | Nonelective/
|                                                                                                                                                       |  |                                                                                                                                           |                            |  | Contributions |  |    |  | Deferrals |  | Contributions |  |       |  |       |  | Contrib. |  | SIMPLE      
|(1)                                                                                                                                                    |  | [  ]                                                                                                                                      | None.Exceptfor             |  | N/A           |  |    |  | [  ]      |  | [  ]          |  | [  ]  |  | [  ]  |  | [  ]     |  | [  ]        
|                                                                                                                                                       |  |                                                                                                                                           | Election 46(a)             |  | (See Election |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           | exceptions.                |  | 46(a))        |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|(2)                                                                                                                                                    |  | [X]                                                                                                                                       | Age59 1/2 (must            |  | [X]           |  | OR |  | [  ]      |  | [  ]          |  | [  ]  |  | [  ]  |  | [  ]     |  | [  ]        
|                                                                                                                                                       |  |                                                                                                                                           | be at least 59 1/2).       |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|(3)                                                                                                                                                    |  | [  ]                                                                                                                                      | Age _____ (may             |  | N/A           |  |    |  | N/A       |  | N/A           |  | N/A   |  | N/A   |  | [  ]     |  | [  ]        
|                                                                                                                                                       |  |                                                                                                                                           | be less than 59 1/2).      |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|(4)                                                                                                                                                    |  | [X]                                                                                                                                       | Hardship (safe             |  | N/A           |  |    |  | [X]       |  | N/A           |  | N/A   |  | N/A   |  | [X]      |  | [X]         
|                                                                                                                                                       |  |                                                                                                                                           | harbor).See                |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           | Section 6.07(A).           |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|(5)                                                                                                                                                    |  | [  ]                                                                                                                                      | Hardship (non-             |  | N/A           |  |    |  | N/A       |  | N/A           |  | N/A   |  | N/A   |  | [  ]     |  | [  ]        
|                                                                                                                                                       |  |                                                                                                                                           | safe harbor).See           |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           | Section 6.07(B).           |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                      
|(6)                                                                                                                                                    |  | [  ]                                                                                                                                      | Disability.                |  | [  ]          |  | OR |  | [  ]      |  | [  ]          |  | [  ]  |  | [  ]  |  | [  ]     |  | [  ]        
|                                                                                                                                                       |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|(7)                                                                                                                                                    |  | [  ]                                                                                                                                      | year                       |  | N/A           |  |    |  | N/A       |  | N/A           |  | N/A   |  | N/A   |  | [  ]     |  | [  ]        
|                                                                                                                                                       |  |                                                                                                                                           | contributions.             |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           | (specify minimum of        |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           | two years)See              |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           | Section 6.01(C)(4)(a)(i).  |  |               |  |    |  |           |  |               |  |       |  |       |  |         
|                                                                                                                                                       |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|(8)                                                                                                                                                    |  | [  ]                                                                                                                                      | months                     |  | N/A           |  |    |  | N/A       |  | N/A           |  | N/A   |  | N/A   |  | [  ]     |  | [  ]        
|                                                                                                                                                       |  |                                                                                                                                           | of participation.          |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           | (specify minimum of        |  |               |  |    |  |           |  |               |  |       |  |       |  |         
|                                                                                                                                                       |  |                                                                                                                                           | 60 months)See              |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           | Section 6.01(C)(4)(a)(ii). |  |               |  |    |  |           |  |               |  |       |  |       |  |         
|                                                                                                                                                       |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|(9)                                                                                                                                                    |  | [  ]                                                                                                                                      | Describe:                  |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             
|                                                                                                                                                       |  |                                                                                                                                           |                            |  |               |  |    |  |           |  |               |  |       |  |       |  |          |  |             

© 2008 Wells Fargo Bank, N.A.

27

---



Nonstandardized 401(k) Plan

|                                                                                                                                                            |  |                                                                                                                                      |        |                                                                                                                          |  |                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------ | ------ | ------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------
|[Note: The Employer under Election 46(b)(9) may
      describe In-Service Distribution provisions from the elections available
      under Election        
|46 and/or a combination thereof as to any: (i)
      Participant group (e.g., Division A Employee Accounts are distributable
      at age 59 1/2 OR        
|Accounts of Employees hired on/before "x" date
      are distributable at age 59 1/2). No In-Service Distributions apply to Division
      B Employees     
|OR to Employees hired after "x" date.); (ii)
      Contribution Type (e.g., Discretionary Nonelective Contribution Accounts
      are distributable on     
|Disability. Fixed Nonelective Contribution Accounts
      are distributable on Disability or Hardship (non-safe harbor)); and/or (iii)
      merged plan   
|account now held in the Plan (e.g., The accounts
      from the X plan merged into this Plan continue to bedistributable in accordance
      with the X    
|plan terms [supply terms] and not in accordance
      with the terms of this Plan). An Employer's election under Election 46(b)(9)
      must: (i) be      
|objectively determinable; (ii) not be subject
      to Employer discretion; (iii) preserve Protected Benefits as required; (iv)
      be nondiscriminatory;
|and (v) not permit an "early" distribution of
      any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section
      6.01(C)(4).]          
|                                                                                                                                                           
|In-Service Distribution of other Accounts.See
      Section 6.01(C)(4) as to In-Service Distribution of Employee Contributions,
      Rollover             
|Contributions, DECs, Transfers, and Designated IRA
      Contributions.                                                                                    
|                                                                                                                                                           
|47. IN-SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS
      (6.01(C)). The following additional conditions apply to In-Service                                
|Distributions under Election 46(b) (Choose one
      of (a) or (b)):                                                                                       
|                                                                                                                                                           
|[Note: The Employer should complete Election
      47 if the Employer elects any In-Service Distributions under Election 46(b).]                           
|                                                                                                                                                           
|(a) [  ] Additional conditions.(Complete
      (1). Choose (2) and (3) as applicable):                                                                     
|                                                                                                                                                           
|                                                                                                                                                            |  | (1) Vesting.A Participant may receive an
      In-Service Distribution under Election 46(b) based on vesting in the distributing    
|                                                                                                                                                            |  | Account as follows (Choose one of a., b., or
      c.):                                                                             
|                                                                                                                                                           
|                                                                                                                                                            |  | a.                                                                                                                                   | [    ] |                                                                                                                          |  | 100% vesting required.A Participant may not receive any In-Service
      Distribution unless the Participant is 100% 
|                                                                                                                                                            |  |                                                                                                                                      |        |                                                                                                                          |  | Vested in the distributing Account.                                                                                  
|                                                                                                                                                           
|                                                                                                                                                            |  | b.                                                                                                                                   | [    ] |                                                                                                                          |  | 100% vesting required except hardship.A Participant may not receive
      any In-Service Distribution unless the     
|                                                                                                                                                            |  |                                                                                                                                      |        |                                                                                                                          |  | Participant is 100% Vested in the distributing Account, unless the distribution
      is based on hardship.          
|                                                                                                                                                            |  | c.                                                                                                                                   | [    ] |                                                                                                                          |  | Not required.A Participant may receive an In-Service Distribution
      even from a partially-Vested Account, but the
|                                                                                                                                                            |  |                                                                                                                                      |        |                                                                                                                          |  | amount distributed may not exceed the Vested amount in the distributing
      partially-Vested Account.              
|                                                                                                                                                           
|(2)                                                                                                                                                         |  | [    ]                                                                                                                               |        | Minimum amount.A Participant may not receive an In-Service
      Distribution in an amount which is less than: $ ______.
|                                                                                                                                                            |  |                                                                                                                                      |        | (specify amount not exceeding $1,000).                                                                                  
|                                                                                                                                                            |  |                                                                                                                                      |        |                                                                                                                         
|(3)                                                                                                                                                         |  | [    ]                                                                                                                               |        | Describe other conditions: __________________________________________________________________________                   
|                                                                                                                                                            |  |                                                                                                                                      |        |                                                                                                                         
|                                                                                                                                                           
|[Note: An Employer's election under Election
      47(a)(3) must: (i) be objectively determinable; (ii) not be subject to Employer
      discretion; (iii) 
|preserve Protected Benefits as required; (iv)
      be nondiscriminatory; and (v) not permit an "early" distribution of any
      Restricted 401(k)        
|Accounts or Restricted Pension Accounts. See
      Section 6.01(C)(4).]                                                                                    
|                                                                                                                                                           
|(b) [X] No other conditions.A Participant
      may elect to receive an In-Service Distribution upon any Election 46(b)
      event without                
|                                                                                                                                                            |  | further condition, provided that the amount distributed
      may not exceed the Vested amount in the distributing Account.         
|                                                                                                                                                           
|48. POST-SEVERANCE AND LIFETIME RMD DISTRIBUTION
      METHODS (6.03). A Participant whose Vested Account Balance                                          
|exceeds $5,000 (or any lesser amount elected
      in Appendix B, Election 54(g)(7)): (i) who has incurred a Severance from
      Employment               
|and will receive a distribution; or (ii) who remains
      employed but who must receive lifetime RMDs, may elect distribution under
      one of          
|the following method(s) of distribution described
      in Section 6.03 and subject to any Section 6.03 limitations. (Choose
      one or more of          
|(a) through (f) as applicable):                                                                                                                            
|                                                                                                                                                           
|[Note: If a Participant dies after Severance
      from Employment but before receiving distribution of all of his/her Account,
      the elections under  
|this Election 48 no longer apply. See Section
      6.01(B) and Election 49.]                                                                              
|                                                                                                                                                           
|(a)                                                                                                                                                         |  | [X] Lump-Sum.See Section 6.03(A)(3).                                                                                                
|                                                                                                                                                           
|(b)                                                                                                                                                         |  | [X] Installments only if Participant subject
      to lifetime RMDs.A Participant who is required to receive lifetime
      RMDs may
|                                                                                                                                                            |  | receive installments payable in monthly, quarterly
      or annual installments equal to or exceeding the annual RMD amount. See    
|                                                                                                                                                            |  | Sections 6.02(A) and 6.03(A)(4)(a).                                                                                                 
|                                                                                                                                                           
|(c)                                                                                                                                                         |  | [  ] Installments.See Section
      6.03(A)(4).                                                                                     
|                                                                                                                                                           
|(d)                                                                                                                                                         |  | [  ] Alternative Annuity: _____________________________________.
      See Section 6.03(A)(5).                                      
|                                                                                                                                                           
|[Note: Under a Plan which is subject to the joint
      and survivor annuity distribution requirements of Section 6.04 (Election
      50(b)), the         
|Employer may elect under 48(d) to offer one or
      more additional annuities (Alternative Annuity) to the Plan's QJSA or QPSA.
      If the              
|Employer elects under Election 50(a) to exempt
      Exempt Participants from the joint and survivor annuity requirements, the
      Employer              
|should not elect to provide an Alternative Annuity
      under 48(d).]                                                                                     
|                                                                                                                                                           
|(e)                                                                                                                                                         |  | [  ] Ad-Hoc distributions.See
      Section 6.03(A)(6).                                                                             
|                                                                                                                                                           
|[Note: If an Employer elects to permit Ad-Hoc
      distributions: (i) the option must be available to all Participants; and
      (ii) the option is a    
|Protected Benefit.]                                                                                                                                         |  |                                                                                                                                     

28

---



Nonstandardized 401(k) Plan

|                                                                                                                                                              |     |       |  |                                                                      |  |                    |  |                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ----- |  | -------------------------------------------------------------------- |  | ------------------ |  | -----------------
|(f) [  ] Describe distribution method(s):
      _________________________________________________________________________________                            
|                                                                                                                                                              |     |       |  |                                                                     
|[Note: The Employer under Election 48(f) may
      describe Severance from Employment distribution methods from the elections
      available under          
|Election 48 and/or a combination thereof as to
      any: (i) Participant group (e.g., Division A Employee Accounts are distributable
      in a Lump-       
|Sum OR Accounts of Employees hired after "x"
      date are distributable in a Lump-Sum. Division B Employee Accounts are distributable
      in a           
|Lump-Sum or in Installments OR Accounts of Employees
      hired on/before "x" date are distributable in a Lump-Sum or in Installments.);
      (ii)         
|Contribution Type (e.g., Discretionary Nonelective
      Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective
      Contribution         
|Accounts are distributable in a Lump-Sum or in
      Installments); and/or (iii) merged plan account now held in the Plan (e.g.,
      The accounts          
|from the X plan merged into this Plan continue
      to be distributable in accordance with the X plan terms [supply terms] and
      not in accordance      
|with the terms of this Plan). An Employer's election
      under Election 48(f) must: (i) be objectively determinable; (ii) not be
      subject to Employer,
|Plan Administrator or Trustee discretion; (iii)
      be nondiscriminatory; and (iv) preserve Protected Benefits as required.]                               
|                                                                                                                                                             
|49. BENEFICIARY DISTRIBUTION ELECTIONS (6.01(B)/6.02(B)/6.03).
      Subject to the Participant's elections under Section 6.01(B)(1)                         
|as to the timing and method of distribution of the
      Participant's Account to the Participant's Beneficiary (which Participantelections
      must be    
|consistent with the Plan and this Election 49),
      in the case of a Participant's death, the Beneficiary will receive distribution
      of the           
|Participant's Account (or of the Beneficiary's share
      thereof) as follows (Complete (a), (b), and (c)):                                                  |     |      
|                                                                                                                                                             
|[Note: For purposes of this Election 49, unless
      otherwise noted, a "Beneficiary" includes, but is not limited to a "Designated
      Beneficiary"      
|under Section 6.02(E)(1).]                                                                                                                                    |     |       |  |                                                                     
|                                                                                                                                                             
|                                                                                                                                                              |     |       |  |                                                                      |  | (1)                |  | (2)              
|                                                                                                                                                              |     |       |  |                                                                      |  | Spouse Beneficiary |  | Other Beneficiary
|                                                                                                                                                             
|(a) Timing.The Plan will distribute to the
      Beneficiary as soon                                                                                          |     |       |  |                                                                     
|as is practical
      at (or not later than) the following time or date                                                                                       |     |       |  |                                                                     
|(Choose one
      of (1) through (4). Choose (5) if applicable):                                                                                              |     |       |  |                                                                     
|                                                                                                                                                             
|                                                                                                                                                              | (1) | [  ]  |  | Immediate.Immediately following the                                  |  | [  ]               |  | [  ]             
|                                                                                                                                                              |     |       |  | Participant's death.                                                 |  |                    |  |                  
|                                                                                                                                                              |     |       |  |                                                                      |  |                    |  |                  
|                                                                                                                                                              | (2) | [   ] |  | Next Calendar Year.In the calendar year which                        |  | [  ]               |  | [  ]             
|                                                                                                                                                              |     |       |  | next follows the calendar year of the Participant's                  |  |                    |  |                  
|                                                                                                                                                              |     |       |  | death, but not later than December 31 of such                        |  |                    |  |                  
|                                                                                                                                                              |     |       |  | following calendar year.                                             |  |                    |  |                  
|                                                                                                                                                             
|                                                                                                                                                              | (3) | [X]   |  | As Beneficiary elects.At such time as the Beneficiary                |  | [X]                |  | [X]              
|                                                                                                                                                              |     |       |  | may elect, provided that distribution pursuant to such               |  |                    |  |                  
|                                                                                                                                                              |     |       |  | election (or in the absence of any Beneficiary election)             |  |                    |  |                  
|                                                                                                                                                              |     |       |  | must commence no later than the Section 6.02 required date.          |  |                    |  |                  
|                                                                                                                                                             
|                                                                                                                                                              | (4) | [   ] |  | Describe: _______________________________________________            |  | [  ]               |  | [  ]             
|[Note: The Employer under Election 49(a)(4) may
      describe an alternative distribution timing or afford the Beneficiary an
      election which is       
|narrower than that permitted under election 49(a)(3).
      However, any election under Election 49(a)(4) must require distribution
      to commence        
|no later than the Section 6.02 required date.]                                                                                                                |     |       |  |                                                                     
|                                                                                                                                                             
|                                                                                                                                                              | (5) | [X]   |  | Death before DCD; spousal election to delay.If the                   |  | [X]                |  | N/A              
|                                                                                                                                                              |     |       |  | Participant dies before his/her Distribution Commencement            |  |                    |  |                  
|                                                                                                                                                              |     |       |  | Date and the Participant's sole Designated Beneficiary is            |  |                    |  |                  
|                                                                                                                                                              |     |       |  | his/her spouse, the spouse may elect to delay distribution           |  |                    |  |                  
|                                                                                                                                                              |     |       |  | until the end of the calendar year in which the Participant          |  |                    |  |                  
|                                                                                                                                                              |     |       |  | would have attained age 70 1/2, if that date is later than
      the |  |                    |  |                  
|                                                                                                                                                              |     |       |  | date upon which distribution would be required to commence           |  |                    |  |                  
|                                                                                                                                                              |     |       |  | to a non-spouse Beneficiary.                                         |  |                    |  |                  
|                                                                                                                                                             
|(b) Method.The Plan will distribute to the
      Beneficiary under the                                                                                        |     |       |  |                                                                     
|followingdistributionmethod(s).
      Ifmore thanone methodiselected,                                                                                         |     |       |  |                                                                     
|theBeneficiarymaychoosethe
      methodof distribution.(Choose one                                                                                            |     |       |  |                                                                     
|or more of
      (1) through (4) but do not elect (4) only):                                                                                                  |     |       |  |                                                                     
|                                                                                                                                                             
|                                                                                                                                                              | (1) | [X].  |  | Lump-Sum.See Section 6.03(A)(3)                                      |  | [X]                |  | [X]              
|                                                                                                                                                             
|                                                                                                                                                              | (2) | [X]   |  | Installments sufficient to satisfy RMD.                              |  | [X]                |  | [X]              
|                                                                                                                                                              |     |       |  | See Section 6.03(A)(4)(a). An Installment in each Distribution       |  |                    |  |                  
|                                                                                                                                                              |     |       |  | Calendar Year must at least equal the RMD amount.                    |  |                    |  |                  

© 2008 Wells Fargo Bank, N.A.

29

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Nonstandardized 401(k)

|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                     |  |               |  |              
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- | ---- | ----------------------------------------------------------------------------------------------------- |  | ------------- |  | ---- |  | ------------------- |  | ------------- |  | -------------
|                                                                                                                                                         |  | (3)                                                                                                                                   | [  ] | Ad-Hoc sufficient to satisfy RMD.See Section
      6.03(A)(6).                                        |  | [  ]          |  |      |  | [  ]               
|                                                                                                                                                         |  |                                                                                                                                       |      | The Beneficiary must elect an Ad-Hoc distribution
      for each                                      |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      | Distribution Calendar Year at least equal to the
      RMD amount.                                    |  |               |  |      |  |                    
|                                                                                                                                                        
|[Note: If an Employer elects to permit Ad-Hoc
      distributions: (i) the option must be available to all Beneficiaries; and
      (ii) the option is a
|Protected Benefit.]                                                                                                                                      |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                     |  |               |  |              
|                                                                                                                                                         |  | (4)                                                                                                                                   | [  ] | QPSA.See Section 6.04(B).                                                                             |  |               |  |      |  | [  ]                |  |               |  | N/A          
|                                                                                                                                                        
|[Note: If the Employer elects 50(b), the Employer
      should elect 49(b)(4). If the Employer elects 50(a), the Employer should
      not elect        
|49(b)(4). A surviving spouse may elect to waive
      the QPSA in favor of another method.]                                                              |  |                                                                                                                                       |      |                                                                                                      
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |              
|(c) Death before the DCD.If a Participant
      dies before the Distribution                                                                             |  |                                                                                                                                       |      |                                                                                                       |  |              
|                                                                                                                                                         |  | Commencement Date, the distribution to the Beneficiary
      will be made                                                             |      |                                                                                                       |  |               |  |     
|                                                                                                                                                         |  | in accordance with the following rule(s) (Choose
      one of (1), (2), or (3)):                                                      |      |                                                                                                       |  |               |  |     
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |     
|                                                                                                                                                         |  | (1) [X] Beneficiary election.See Section
      6.02(B)(1)(e). This election                                                           |      | [X]                                                                                                   |  |               |  | [X] 
|                                                                                                                                                         |  |                                                                                                                                       |      | applies only if the Beneficiary is a Designated
      Beneficiary                                     |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      | under Treas. Reg. §1.401(a)(9)-4. If not, the
      5-year rule applies.                              |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      | In the absence of the Designated Beneficiary's election,
      the                                    |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      | Life Expectancy rule applies. The Employer in Appendix
      B                                        |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      | may elect to change the default (no Designated Beneficiary                                            |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      | election) to the 5-year rule.                                                                         |  |               |  |      |  |                     |  |               |  |              
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |     
|                                                                                                                                                         |  | (2) [  ] Life Expectancy rule.See
      Section 6.02(B)(1)(d). This election                                                          |      | [  ]                                                                                                  |  |               |  | [  ]
|                                                                                                                                                         |  |                                                                                                                                       |      | applies only if the Beneficiary is a Designated
      Beneficiary                                     |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      | under Treas. Reg. §1.401(a)(9)-4. If not, the
      5-year rule applies.                              |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |     
|                                                                                                                                                         |  | (3) [  ] 5-year rule.See Section
      6.02(B)(1)(c). This election applies                                                           |      | [  ]                                                                                                  |  |               |  | [  ]
|                                                                                                                                                         |  |                                                                                                                                       |      | regardless of whether the Beneficiary is a Designated
      Beneficiary                               |  |               |  |     
|                                                                                                                                                         |  |                                                                                                                                       |      | under Treas. Reg. §1.401(a)(9)-4.                                                                     |  |               |  |      |  |                     |  |              
|                                                                                                                                                        
|50. JOINT AND SURVIVOR ANNUITY REQUIREMENTS
      (6.04). The joint and survivor annuity distribution requirements
      of Section                     
|6.04 (Choose one of (a) or (b)):                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                    
|                                                                                                                                                        
|(a) [X] Profit sharing exception.Do not
      apply to an Exempt Participant, as described in Section 6.04(G)(1), but
      apply to any other          
|                                                                                                                                                         |  |                                                                                                                                       |      | Participants (or to a portion of their Account as
      described in Section 6.04(G)) (Complete (1)): |  |              
|                                                                                                                                                         |  |                                                                                                                                      
|                                                                                                                                                         |  | (1) One-year marriage rule.Under Section
      7.05(A)(3) relating to an Exempt Participant's Beneficiary designation under
      the
|                                                                                                                                                         |  |                                                                                                                                       |      | profit sharing exception (Choose one of a. or
      b.):                                              |  |               |  |      |  |                     |  |              
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                     |  |              
|                                                                                                                                                         |  |                                                                                                                                       | a.   | [X] Applies.The one-year marriage rule applies.                                                       |  |               |  |      |  |                     |  |              
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                     |  |              
|                                                                                                                                                         |  |                                                                                                                                       | b.   | [  ] Does not apply.The one-year
      marriage rule does not apply.                                  |  |               |  |     
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                     |  |              
|(b) [  ] Joint and survivor annuity
      applicable.Section 6.04 applies to all Participants (Complete (1)):                                            |  |                                                                                                                                      
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                     |  |              
|                                                                                                                                                         |  | (1) One-year marriage rule.Under Section
      6.04(B) relating to the QPSA (Choose one of a. or b.):                                 |      |                                                                                                      
|                                                                                                                                                        
|                                                                                                                                                         |  |                                                                                                                                       | a.   | [  ] Applies.The one-year marriage
      rule applies.                                                |  |               |  |      |  |                    
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                     |  |              
|                                                                                                                                                         |  |                                                                                                                                       | b.   | [  ] Does not apply.The one-year
      marriage rule does not apply.                                  |  |               |  |     
|                                                                                                                                                        
|ARTICLE VII                                                                                                                                             
|ADMINISTRATIVE PROVISIONS                                                                                                                               
|                                                                                                                                                        
|51. ALLOCATION OF EARNINGS (7.04(B)).
      For each Contribution Type provided under the Plan, the Plan allocates Earnings
      using                 
|the following method (Choose one or more of (a)
      through (f) as applicable):                                                                        |  |                                                                                                                                       |      |                                                                                                       |  |              
|[Note: Elective Deferrals/Employee Contributions
      also includes Rollover Contributions, Transfers, DECs and Designated IRA                         
|Contributions, Matching Contributions includes
      all Matching Contributions and Nonelective Contributions includes all Nonelective                  
|Contributions unless described otherwise in Election
      51(f).]                                                                                       |  |                                                                                                                                       |      |                                                                                                       |  |               |  |     
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  | (1)           |  |      |  | (2)                 |  | (3)           |  | (4)          
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  | Elective Deferrals/ |  |               |  |              
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  | All           |  |      |  | Employee            |  | Matching      |  | Nonelective  
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  | Contributions |  |      |  | Contributions       |  | Contributions |  | Contributions
|(a)                                                                                                                                                      |  | [X]                                                                                                                                   |      | Daily.See Section 7.04(B)(4)(a).                                                                      |  | [X]           |  | OR   |  | [  ]                |  | [  ]          |  | [  ]         
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                     |  |               |  |              
|(b)                                                                                                                                                      |  | [  ]                                                                                                                                  |      | Balance forward.                                                                                      |  | [  ]          |  | OR   |  | [  ]                |  | [  ]          |  | [  ]         
|                                                                                                                                                         |  |                                                                                                                                       |      | See Section 7.04(B)(4)(b).                                                                            |  |               |  |      |  |                     |  |               |  |              
|                                                                                                                                                         |  |                                                                                                                                       |      |                                                                                                       |  |               |  |      |  |                     |  |               |  |              
|(c)                                                                                                                                                      |  | [  ]                                                                                                                                  |      | Balance forward with adjustment.                                                                      |  | [  ]          |  | OR   |  | [  ]                |  | [  ]          |  | [  ]         

© 2008 Wells Fargo Bank, N.A.

30

---



Nonstandardized 401(k)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                |  |               |  |    |  |                     |  |               |  |              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | ------------- |  | -- |  | ------------------- |  | ------------- |  | -------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | See Section 7.04(B)(4)(c). Allocate                                                                            |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | pursuant to the balance forward method,                                                                        |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | except treat as part of the relevant                                                                           |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Account at the beginning of the Valuation                                                                      |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Period_______ % of the contributions                                                                           |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | made during the following Valuation                                                                            |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Period:                                                                                                        |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | [  ] Weighted average.See Section                                                                              |  | [  ]          |  | OR |  | [  ]                |  | [  ]          |  | [  ]         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 7.04(B)(4)(d). If
      not a monthly                                                                          |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | weighting period,
      the weighting                                                                          |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | period is:                                                                                                     |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | [  ] Participant-Directed Account.                                                                             |  | [  ]          |  | OR |  | [  ]                |  | [  ]          |  | [  ]         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | See Section 7.04(B)(4)(e).                                                                                     |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | [  ] Describe Earnings allocation
      method: ______________________________________________________________
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|[Note: The Employer under Election 51(f) may
      describe Earnings allocation methods from the elections available under
      Election 51  and/or a combination thereof as to any: (i)
      Participant group (e.g., Daily applies to Division A Employees OR to Employees
      hired after "x"  date. Balance forward applies to Division B
      Employees OR to Employees hired on/before "x" date.); (ii) Contribution
      Type (e.g., Daily  applies as to Discretionary Nonelective Contribution
      Accounts. Participant-Directed Account applies to Fixed Nonelective  Contribution Accounts); (iii) investment type,
      investment vendor or Account type (e.g., Balance forward applies to investments
      placed with  vendor A and Participant-Directed Account applies
      to investments placed with vendor B OR Daily applies to Participant-Directed
      Accounts  and balance forward applies to pooled Accounts);
      and/or (iv) merged plan account now held in the Plan (e.g., The accounts
      from the X  plan merged into this Plan continue to be subject
      to Earnings allocation in accordance with the X plan terms [supply terms]
      and not in  accordance with the terms of this Plan). An
      Employer's election under Election 51(f) must: (i) be objectively determinable;
      (ii) not be  subject to Employer discretion; and (iii) be
      nondiscriminatory.]                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|ARTICLE VIII                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|TRUSTEE AND CUSTODIAN, POWERS AND DUTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|52. VALUATION OF TRUST (8.02(C)(4)).
      In addition to the last day of the Plan Year, the Trustee (or Named Fiduciary
      as applicable)  must value the Trust Fund on the following Valuation
      Date(s) (Choose one or more of (a) through (d) as applicable):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|[Note: Elective Deferrals/Employee Contributions
      also include Rollover Contributions, Transfers, DECs and Designated IRA  Contributions, Matching Contributions includes
      all Matching Contributions and Nonelective Contributions includes all Nonelective  Contributions unless described otherwise in Election
      52(d).]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                |  | (1)           |  |    |  | (2)                 |  | (3)           |  | (4)          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                |  |               |  |    |  | Elective Deferrals/ |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                |  | All           |  |    |  | Employee            |  | Matching      |  | Nonelective  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                |  | Contributions |  |    |  | Contributions       |  | Contributions |  | Contributions
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | [  ] No additional Valuation Dates.                                                                            |  | [  ]          |  | OR |  | [  ]                |  | [  ]          |  | [  ]         
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | [X] Daily Valuation Dates.Each business                                                                        |  | [X]           |  | OR |  | [  ]                |  | [  ]          |  | [  ]         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | day of the Plan Year on which Plan                                                                             |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | assets for which there is an                                                                                   |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | established market are valued and                                                                              |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | the Trustee is conducting business.                                                                            |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | [  ] Last day of a specified period.The                                                                        |  | [  ]          |  | OR |  | [  ]                |  | [  ]          |  | [  ]         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | last day of each _____ of the Plan Year.                                                                       |  |               |  |    |  |                     |  |               |  |              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | [  ] Specified Valuation Dates: _______________________________________________________________________.      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|[Note: The Employer under Election 52(d) may
      describe Valuation Dates from the elections available under Election 52
      and/or a combination  thereof as to any: (i) Participant group (e.g.,
      No additional Valuation Dates apply to Division A Employees OR to Employees
      hired after "x"  date. Daily Valuation Dates apply to Division
      B Employees OR to Employees hired on/before "x" date.); (ii) Contribution
      Type (e.g., No  additional Valuation Dates apply as to Discretionary
      Nonelective Contribution Accounts. The last day of each Plan Year quarter
      applies to  Fixed Nonelective Contribution Accounts); (iii)
      investment type, investment vendor or Account type (e.g., No additional
      Valuation Dates apply  to investments placed with vendor A and Daily
      Valuation Dates apply to investments placed with vendor B OR Daily Valuation
      Dates apply to  Participant-Directed Accounts and no additional
      Valuation Dates apply to pooled Accounts); and/or (iv) merged plan account
      now held in  the Plan (e.g., The accounts from the X plan
      merged into this Plan continue to be subject to Trust valuation in accordance
      with the X plan  terms [supply terms] and not in accordance with
      the terms of this Plan). An Employer's election under Election 52(d) must:
      (i) be  objectively determinable; (ii) not be subject
      to Employer discretion; and (iii) be nondiscriminatory.]

© 2008 Wells Fargo Bank, N.A.

31

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Nonstandardized 401(k)

|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------
|EXECUTION PAGE                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|The Employer, by executing this Adoption Agreement,
      hereby agrees to the provisions of this Plan and Trust.                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Employer: Premiere Global Services, Inc.           
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Date: 9/3/10                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Signed: /s/ Alison Sheehan                         
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Alison Sheehan, SVP, HR                            
|,                                                                                                                                                                                                                                                                                                                                                                                                                | [print name/title]                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                
|The Trustee (and Custodian, if applicable), by
      executing this Adoption Agreement, hereby accepts its position and agrees
      to all of the  obligations, responsibilities and duties imposed
      upon the Trustee (or Custodian) under the Prototype Plan and Trust. If the
      Employer under  Election 5(c) will use a separate Trust, the Trustee
      need not execute this Adoption Agreement.
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Nondiscretionary Trustee(s): Wells Fargo Bank, N.A.
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Date:                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Signed:                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | [print name/title]                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Nondiscretionary Trustee(s):                       
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Date:                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Signed:                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | [print name/title]                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Custodian(s) (Optional):                           
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Date:                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | Signed:                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                 | [print name/title]                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                
|Use of Adoption Agreement.Failure to complete
      properly the elections in this Adoption Agreement may result in disqualification
      of the                                                                                                                                                                                                                                                               
|Employer's Plan. The Employer only may use this
      Adoption Agreement only in conjunction with the basic plan document referenced
      by its                                                                                                                                                                                                                                                               
|document number on Adoption Agreement page one.                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                
|Execution for Page Substitution Amendment Only.If this paragraph is completed, this Execution Page documents an amendment
      to                                                                                                                                                                                                                                                                              
|Adoption Agreement Election(s) 33(e); 21(b) effective
      January 1, 2010; September 1, 2010, by substitute Adoption Agreement
      page                                                                                                                                                                                                                                                                     
|number(s) previously on pages 19 and 11.
      The Employer should retain all Adoption Agreement Execution Pages and amended
      pages.                                                                                                                                                                                                                                                                       
|[Note: The Effective Date may be retroactive
      or may be prospective as permitted under Applicable Law.]                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                
|Prototype Plan Sponsor.The Prototype Plan
      Sponsor identified on the first page of the basic plan document will notify
      all adopting                                                                                                                                                                                                                                                                  
|Employers of any amendment to this Prototype Plan
      or of any abandonment or discontinuance by the Prototype Plan Sponsor of
      its                                                                                                                                                                                                                                                                      
|maintenance of this Prototype Plan. For inquiries
      regarding the adoption of the Prototype Plan, the Prototype Plan Sponsor's
      intended                                                                                                                                                                                                                                                               
|meaning of any Plan provisions or the effect of
      the Opinion Letter issued to the Prototype Plan Sponsor, please contact
      the Prototype Plan                                                                                                                                                                                                                                                          
|Sponsor at the following address and telephone
      number: 2700 Snelling Avenue North, Roseville, MN 55113, 651-205-9868.                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                
|Reliance on Sponsor Opinion Letter.The
      Prototype Plan Sponsor has obtained from the IRS an Opinion Letter specifying
      the form                                                                                                                                                                                                                                                                       
|of this Adoption Agreement and the basic plan
      document satisfy, as of the date of the Opinion Letter, Code §401.
      An adopting Employer                                                                                                                                                                                                                                                               
|may rely on the Prototype Sponsor's IRS Opinion
      Letter onlyto the extent provided in Rev. Proc. 2005-16. The Employer
      may not rely on                                                                                                                                                                                                                                                               
|the Opinion Letter in certain other circumstances
      or with respect to certain qualification requirements, which are specified
      in the                                                                                                                                                                                                                                                                 
|Opinion Letter and in Rev. Proc. 2005-16, Sections
      19.02 and 19.03. In order to have reliance in such circumstances or with
      respect to                                                                                                                                                                                                                                                              
|such qualification requirements, the Employer
      must apply for a determination letter to Employee Plans Determinations of
      the IRS.                                                                                                                                                                                                                                                                    

© 2008 Wells Fargo Bank, N.A.

32

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