exv10w2a






Exhibit 10.2A




VOLUME SUBMITTER

DEFINED CONTRIBUTION PLAN





(Profit Sharing/401
(k) Plan) 

A
Fidelity Volume Submitter Plan



Adoption Agreement No. 001

For use With

Fidelity Basic Plan Document No. 14



			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.
 All rights
reserved.














 





TABLE OF CONTENTS




	 	 	 	 	 
	1.01 PLAN INFORMATION

	 	 	2	 
	1.02 EMPLOYER

	 	 	3	 
	1.03 TRUSTEE

	 	 	3	 
	1.04 COVERAGE

	 	 	3	 
	1.05 COMPENSATION

	 	 	7	 
	1.06
TESTING RULES

	 	 	8	 
	1.07 DEFERRAL CONTRIBUTIONS

	 	 	9	 
	1.08 EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)

	 	 	13	 
	1.09 ROLLOVER CONTRIBUTIONS

	 	 	13	 
	1.10 QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS

	 	 	13	 
	1.11 MATCHING EMPLOYER CONTRIBUTIONS

	 	 	14	 
	1.12 NONELECTIVE EMPLOYER CONTRIBUTIONS

	 	 	17	 
	1.13 EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS

	 	 	21	 
	1.14 RETIREMENT

	 	 	21	 
	1.15 DEFINITION OF DISABLED

	 	 	21	 
	1.16 VESTING

	 	 	21	 
	1.17 PREDECESSOR EMPLOYER SERVICE

	 	 	23	 
	1.18 PARTICIPANT LOANS

	 	 	23	 
	1.19 IN-SERVICE WITHDRAWALS

	 	 	23	 
	1.20 FORM OF DISTRIBUTIONS

	 	 	24	 
	1.21 TIMING OF DISTRIBUTIONS

	 	 	26	 
	1.22 TOP-HEAVY STATUS

	 	 	27	 
	1.23 CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION PLANS

	 	 	28	 
	1.24 INVESTMENT DIRECTION

	 	 	28	 
	1.25 ADDITIONAL PROVISIONS

	 	 	29	 
	1.26 SUPERSEDING PROVISIONS

	 	 	29	 
	1.27 RELIANCE ON ADVISORY LETTER

	 	 	29	 
	1.28 ELECTRONIC SIGNATURE AND RECORDS

	 	 	29	 
	1.29 VOLUME SUBMITTER INFORMATION

	 	 	30	 
	EXECUTION PAGE

	 	 	31	 
	EXECUTION PAGE

	 	 	32	 
	IN-SERVICE WITHDRAWALS ADDENDUM

	 	 	33	 
	ADDITIONAL PROVISIONS ADDENDUM

	 	 	34	 
	EFFECTIVE DATES FOR INTERIM LEGAL COMPLIANCE SNAP OFF ADDENDUM

	 	 	42	 






			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.








1









 








Adoption Agreement

Article 1

Profit Sharing/401(k) Plan





	1.01	 	PLAN INFORMATION






	 	(a)	 	Name of Plan:
	 
	 	 	 	This is the Profit Incentive Bonus Plan of Hudson City Savings Bank (the
“Plan”)
	 
	 	(b)	 	Type of Plan:






	 	(1)	o	 	 401(k)Only
	 
	 	(2)	þ	 	 401(k) and Profit Sharing
	 
	 	(3)	o	 	 Profit Sharing Only






	 	(c)	 	Administrator Name (if not the Employer):
	 
	 	 	 	 

	 
	 	(d)	 	Plan Year End (month/day): 12/31
	 
	 	(e)	 	Three Digit Plan Number: 002
	 
	 	(f)	 	Limitation Year (check one):






	 	(1)	o	 	 Calendar Year
	 
	 	(2)	þ	 	 Plan Year
	 
	 	(3)	o	 	 Other:
                                        
                    






	 	(g)	 	Plan Status (check appropriate box(es)):






	 	(1)	 	Adoption Agreement Effective Date: 03/15/2010
	 
	 	 	 	Note: The effective date specified above must be after the last day of the
2001 Plan Year.
	 
	 	(2)	 	The Adoption Agreement Effective Date is:






	 	(A)	o	 	 A new Plan Effective Date
	 
	 	(B)	þ	 	 An amendment Effective Date (check one):






	 	(i)	o	 	 an amendment and restatement of this Basic Plan Document
No. 14 and
its Adoption Agreement previously executed by the Employer;
	 
	 	(ii)	þ	 	 a conversion from Fidelity Basic Plan Document No. 12 and its Adoption
Agreement to Basic Plan Document No. 14 and its
Adoption Agreement; or
	 
	 	(iii)	o	 	 a conversion to Basic Plan Document No. 14 and
its Adoption
Agreement.






	 	 	 	The original effective date of the Plan: 1/1/1974





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




2









 






	 	(3)	o	 	 Special Effective Dates. Certain provisions of the Plan shall be effective as
of a date
other than the date specified in Subsection 1.01(g)(1) above.
Please complete the Special Effective Dates Addendum to the
Adoption Agreement indicating the affected provisions and their
effective dates.
	 
	 	(4)	o	 	 Plan Merger Effective Dates. Certain plan(s) were merged into the Plan on or
after the
date specified in Subsection 1.01(g)(1) above. The merged plans
are listed in the Plan Mergers Addendum. Please complete the
appropriate subsection(s) of the Plan Mergers Addendum to the
Adoption Agreement indicating the plan(s) that have merged into
the Plan and the effective date(s) of such merger(s).
	 
	 	(5)	o	 	 Frozen Plan. The Plan is currently frozen. Unless the Plan is amended in the
future to
provide otherwise, no further contributions shall be made to the
Plan. Plan assets will continue to be held on behalf of
Participants and their Beneficiaries until distributed in
accordance with the Plan terms. (If this provision is selected, it
will override any conflicting provision selected in the Adoption
Agreement)






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






	1.02	 	EMPLOYER






	 	(a)	 	Emylover Name: Hudson City Savings Bank






	 	(1)	 	Employer’s Tax Identification Number: 22-1002380
	 
	 	(2)	 	Employer’s fiscal year end: 12/31






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






	 	(1)	þ	 	 No other employers participate in the Plan.
	 
	 	(2)	o	 	 Certain other employers participate in the Plan. Please complete the
Participating Employers
Addendum.






	1.03	 	TRUSTEE





	 	 	 	 	 
	(a)

	 	Trustee Name:
	 	Fidelity Management Trust Company
	 

	 

	 	Address:
	 	82 Devonshire Street
	 

	 

	 	 	 	Boston, MA 02109







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






	 	(a)	 	Age Requirement (check one):






	 	(1)	o	 	 no age requirement.
	 
	 	(2)	þ	 	 must have attained age: 21 (not to exceed 21).






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






	 	(1)	þ	 	 For Deferral Contributions, Employee
Contributions, and Qualified Nonelective Employer Contributions,
Employees must meet the following service requirement (select one):





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.









3









 












	 	(A)	o	 	                      (not to exceed 365) days of Eligibility Service requirement (no minimum
Hours of Service can be required).
	 
	 	(B)	þ	 	 3 (not to exceed 12) months of Eligibility Service requirement (no
minimum Hours
of Service can be required).
	 
	 	(C)	o	 	 one year of Eligibility Service requirement (at least                      (not to exceed 1,000)
Hours of Service are required during the Eligibility Computation
Period).






	 	(2)	þ	 	 For Nonelective Employer Contributions, Employees must meet the
following service
requirement (select one):






	 	(A)	o	 	                      (not to exceed 730) days of Eligibility Service requirement (no minimum
Hours of Service can be required).
	 
	 	(B)	þ	 	 3 (not to exceed 24) months of Eligibility Service requirement (no
minimum Hours
of Service can be required).
	 
	 	(C)	o	 	 one year of Eligibility Service requirement (at least                      (not to exceed 1,000)
Hours of Service are required during the Eligibility Computation Period).
	 
	 	(D)	o	 	 two years of Eligibility Service requirement (at least                      (not to exceed 1,000)
Hours of Service are required during each Eligibility Computation
Period).






	 	(3)	o	 	 For Matching Employer Contributions, Employees must meet the
following service
requirement (select one):






	 	(A)	o	 	                      (not to exceed 730) days of Eligibility Service requirement (no minimum
Hours of Service can be required).
	 
	 	(B)	o	 	                      (not to exceed 24) months of Eligibility Service requirement (no minimum
Hours of Service can be required).
	 
	 	(C)	o	 	 one year of Eligibility Service requirement (at least                      (not to exceed 1,000)
Hours of Service are required during the Eligibility Computation Period).
	 
	 	(D)	o	 	 two years of Eligibility Service requirement (at least                      (not to exceed 1,000)
Hours of Service are required during each Eligibility Computation
Period).






	 	 	Note: If the Employer selects an Eligibility Service requirement of more than
365 days in Option 1.04(b)(2)(A) or 1.04(b)(3)(A) or 12 months in Option
1.04(b)(2)(B) or 1.04(b)(3)(B) or the two year Eligibility Service requirement
in Option 1.04(b)(2)(D) or 1.04(b)(3)(D), then contributions subject to such
Eligibility Service requirement must be 100% vested when made.
	 
	 	 	Note: If different eligibility requirements are selected for Deferral
Contributions in Subsection 1.04(a)(1) or 1.04(b)(1) than for Employer
Contributions and a more stringent eligibility requirement is elected in
Subsection 1.04(a) or (b) either (1) with respect to Matching Employer
Contributions and Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
Contributions, is selected or (2) with respect to Nonelective Employer
Contributions and Option 1.12(a)(3), 401(k) Safe Harbor Formula, is selected,
then the Plan may be disaggregated for testing purposes as described in
Section 6.09 of the Basic Plan Document. If a more stringent eligibility
requirement is elected in Subsection 1.04(a) or (b) for Nonelective Employer
Contributions than for Matching Employer Contributions and Option 1.12(a)(3),
401(k) Safe Harbor Formula, is selected for Nonelective Employer
Contributions, then Matching Employer Contributions may be similarly
disaggregated.
	 
	 	 	Note: If different eligibility requirements are selected for Deferral
Contributions in Subsection 1.04(a)(1) or 1.04(b)(1) than for Employer
Contributions and the Plan becomes a “top-heavy plan,” the Employer may need
to make a minimum Employer Contribution on behalf of non-key Employees who





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.






4









 









	 	 	 	have satisfied the eligibility requirements for Deferral Contributions and are
employed on the last day of the Plan Year, but have not satisfied the eligibility
requirements for Employer Contributions.
	 
	 	(c)	 	Eligibility Computation Period - The Eligibility Computation Period is the
12-consecutive-month period beginning on an Employee’s Employment Commencement Date and
each 12-consecutive-month period beginning on an anniversary of his Employment
Commencement Date.
	 
	 	(d)	 	Eligible Class of Employees:






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






	 	(A)	þ	 	 all Employees of the Employer.
	 
	 	(B)	o	 	 only Employees of the Employer who are covered by (choose one):






	 	(i)	o	 	 any collective bargaining agreement with the Employer, provided
that the agreement requires the employees to be included
under the Plan.
	 
	 	(ii)	o	 	 the following collective bargaining agreement(s) with the
Employer:                     
	 






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






	 	 	 	Note: Certain employees (e.g., residents of Puerto Rico) are excluded
automatically pursuant to Subsection 2.0l (s) of the Basic Plan Document,
regardless of the Employer’s selection under this Subsection 1.04(d)(2).






	 	(A)	þ	 	 employees covered by a collective bargaining agreement, unless the
agreement
requires the employees to be included under the Plan. (Do not
choose if Option 1.04(d)(1)(B) is selected above.)
	 
	 	(B)	o	 	 Highly Compensated Employees as defined in Subsection 2.01(cc) of
the Basic Plan
Document.
	 
	 	(C)	þ	 	 Leased Employees as defined in Subsection 2.01(gg) of the Basic Plan
Document.
	 
	 	(D)	þ	 	 nonresident aliens who do not receive any earned income from the
Employer which
constitutes United States source income.
	 
	 	(E)	þ	 	 other:






	 	 	 	Building Service Employees who spend more than 50% of working
time servicing real estate other than bank offices, is compensated
principally on a daily, commission, fee or retainer basis






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






	 	(i)	o	 	 Notwithstanding this exclusion, any
Employee who is excluded from participation solely because he is in
a group described below shall become an Eligible Employee eligible
to participate in the Plan on the Entry Date coinciding with or
immediately following the date on which he first satisfies the
following requirements: (I) he attains age 21 and (II) he completes
at least





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




5









 






	 	 	 	1,000 Hours of Service during an Eligibility Computation
Period. This Subsection 1.04(d)(2)(E)(i) applies to the
following excluded Employees (Must choose if an exclusion
in (E) above directly or indirectly imposes an age and/or
service requirement for participation, for example by
excluding part-time or temporary employees):

 






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






	 	(e)	 	Entry Date(s) — The Entry Dates shall be as indicated below with respect to the
applicable type(s) of
contribution. (Complete the table below by checking the appropriate boxes to
indicate Entry Dates for the contributions listed.)





	 	 	 	 	 	 	 	 	 
	 	 	(1) Deferral	 	 	 	 	 	 
	 	 	Contributions,	 	 	 	 	 	 
	 	 	Employee	 	 	 	 	 	 
	 	 	Contributions,	 	 	 	 	 	 
	 	 	Qualified	 	 	 	 	 	 
	 	 	Nonelective	 	(2) Nonelective	 	(3) Matching	 	 
	 	 	Employer	 	Employer	 	Employer	 	 
	 	 	Contributions	 	Contributions	 	Contributions	 	 
	(A)

	 	 	 	 	 	X
	 	N/A — not applicable —
type(s) of contribution
not selected
	 
	 	 	 	 	 	 	 	 
	(B)

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

	 	 	 	 	 	 	 	the first day of each Plan
Year and the first day of
the seventh month of each
Plan Year
	 
	 	 	 	 	 	 	 	 
	(D)

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

	 	X
	 	X
	 	 	 	the first day of each month
	 
	 	 	 	 	 	 	 	 
	(F)

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








 




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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




6









 






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






	 	(1)	þ	 	 no exceptions.
	 
	 	(2)	o	 	 Employees employed on                      (insert date) shall become Participants on that
date.
	 
	 	(3)	o	 	 Employees who meet the age and service requirement(s) of Subsections 1.04(a) and (b)
on                      (insert date) shall become Participants on that date.






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






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






	 	(1)	o	 	 No exclusions.
	 
	 	(2)	þ	 	 Overtime pay.
	 
	 	(3)	o	 	 Bonuses.
	 
	 	(4)	þ	 	 Commissions.
	 
	 	(5)	þ	 	 The value of restricted stock or of a qualified or a non-qualified stock option granted to
an Employee by the Employer to the extent such value is
includable in the Employee’s taxable income.
	 
	 	(6)	o	 	 Severance pay received prior to termination of employment. (Severance pay
received
following termination of employment is always excluded for purposes of
contributions.)






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






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






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






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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.









7









 












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






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






	1.06	 	TESTING RULES






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






	 	(1)	þ	 	 Current Year Testing Method — The “ADP” or “ACP” of Highly Compensated
Employees for the Plan Year shall be compared to the “ADP” or
“ACP” of Non-Highly Compensated Employees for the same Plan Year.
(Must choose if Option 1.11(a)(3), 401(k) Safe Harbor Matching
Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor
Formula, with respect to Nonelective Employer Contributions is
checked.)
	 
	 	(2)	o	 	 Prior Year Testing Method — The “ADP” or “ACP” of Highly Compensated
Employees for the Plan Year shall be compared to the “ADP” or
“ACP” of Non-Highly Compensated Employees for the immediately
preceding Plan Year. (Do not choose if Option 1.10(a)(1),
alternative allocation formula for Qualified Nonelective
Contributions.)
	 
	 	(3)	o	 	 Not applicable. (Only if Option 1.01(b)(3), Profit Sharing Only, is checked
and
Option 1.08(a)(1), Future Employee Contributions, and Option
1.11(a), Matching Employer Contributions,
are not checked or
Option 1.04(d)(2)(B), excluding all Highly Compensated Employees
from the eligible class of Employees, is checked.)






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






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






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






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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




8









 






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






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






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






	 	(a)	þ	 	 Deferral Contributions — Participants may elect to have a portion of
their Compensation
contributed to the Plan on a before-tax basis pursuant to Code
Section 40l(k). Pursuant to Subsection 5.03(a) of the Basic Plan
Document, if Catch-Up Contributions are selected below, the Plan’s
deferral limit is 75%, unless the Employer elects an alternative
deferral limit in Subsection 1.07(a)(1)(A) below. If Catch-Up
Contributions are selected below, and the Employer has specified a
percentage in Subsection 1.07(a)(1)(A) that is less than 75%, a
Participant eligible to make Catch-Up Contributions shall (subject
to the statutory limits in Treasury Regulation Section
1.414-l(v)(l)(i)) in any event be permitted to contribute in excess
of the specified deferral limit up to 100% of the Participant’s
“effectively available Compensation” (i.e., Compensation available
after other withholding), as required by Treasury Regulation Section
1.414(v)-l(e)(l)(ii)(B).






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






	 	(A)	þ	 	 The deferral limit is
 60% (must be a whole number multiple of
one percent) of
Compensation. (Unless a different deferral limit is
specified, the deferral limit shall be 75%. If Option
1.07(a)(4), Catch-Up Contributions, is selected below,
complete only if deferral limit is other than 75%.)
	 
	 	(B)	þ	 	 Instead of specifying a percentage of Compensation, a
Participant’s salary
reduction agreement may specify a dollar amount to be
contributed each payroll period, provided such dollar
amount does not exceed the maximum percentage of
Compensation specified in Subsection 5.03(a) of the Basic
Plan Document or in Subsection 1.07(a)(1)(A) above, as
applicable.
	 
	 	(C)	o	 	 A Participant may increase or
decrease, on a prospective basis, his salary reduction
agreement percentage or, if Roth 401(k) Contributions are
selected in Subsection
1.07(a)(5) below, the portion of his Deferral Contributions
designated as Roth
401(k) Contributions (check one):






	 	(i)	þ	 	 as of the beginning of each payroll period.
	 
	 	(ii)	o	 	 as of the first day of each month.





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




9









 






	 	(iii)	o	 	 as of each Entry Date. (Do not
select if immediate entry is elected with respect to
Deferral Contributions in Subsection 1.04(e).)
	 
	 	(iv)	o	 	 as of the first day of each calendar quarter.
	 
	 	(v)	o	 	 as of the first day of each Plan Year.
	 
	 	(vi)	o	 	 other. (Specify, but must be at least once per
Plan Year).
	 






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






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






	 	(i)	þ	 	 the beginning of the next payroll period.
	 
	 	(ii)	o	 	 the first day of the next month.
	 
	 	(iii)	o	 	 the next
Entry Date. (Do not select if immediate entry is
elected with respect to Deferral Contributions in
Subsection 1.04(e).)
	 
	 	(iv)	o	 	 as of the first day of each calendar quarter.
	 
	 	(v)	o	 	 as of the first day of each Plan Year.
	 
	 	(vi)	o	 	 other. (Specify, but must be at least once per
Plan Year).






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






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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




10









 






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






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






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






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






	 	(5)	o	 	 Roth 401(k) Contributions. Participants shall be permitted to
irrevocably designate
pursuant to Subsection 5.03(b) of the Basic Plan Document that a
portion or all of the Deferral Contributions made under this
Subsection 1.07(a) are Roth 401(k) Contributions that are includable
in the Participant’s gross income at the time deferred.
	 
	 	(6)	o	 	 Automatic Enrollment Contributions. Beginning on the effective date of
this paragraph
(6) (the “Automatic Enrollment Effective Date”) and subject to the
remainder of this paragraph (6), unless an Eligible
Employee affirmatively elects otherwise, his
Compensation will be reduced by                     % (the “Automatic Enrollment Rate”), such
percentage to be increased in accordance with Option 1.07(b) (if
applicable), for each payroll period in which he is an Active
Participant, beginning as indicated in Subsection 1.07(a)(6)(A)
below, and the Employer will make a pre-tax Deferral Contribution in
such amount on the Participant’s behalf in accordance with the
provisions of Subsection 5.03(c) of the Basic Plan Document (an
“Automatic Enrollment Contribution”).






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






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






	 	 	 	Within a reasonable period ending no later than the day prior to the date
Compensation subject to the reduction would otherwise become available to
the Participant, an Eligible Employee may make an affirmative election
not to have Automatic Enrollment Contributions made on his behalf. If an
Eligible Employee makes no such affirmative election, his Compensation
shall be reduced and Automatic Enrollment Contributions will be made on
his behalf in accordance with the





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.





11











 






	 	 	 	provisions of this paragraph (6), and Option 1.07(b) if applicable, until
such Active Participant elects to change or revoke such Deferral Contributions
as provided in Subsection 1.07(a)(1)(C) or (D). Automatic Enrollment
Contributions shall be made only on behalf of Active Participants who are
first hired by the Employer on or after the Automatic Enrollment Effective
Date and do not have a Reemployment Commencement Date, unless otherwise
provided below.






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






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






	 	(I)	 	Notification Date:                     . (Date must be on or after the
Automatic Enrollment Effective Date.)






	 	(II)	o	 	 Unless otherwise elected in
Subsection 1.07(a)(6)(B)(i)(IV) below, all such Employees who
have never had a Deferral Contribution election in place.
	 
	 	(III)	o	 	 Unless otherwise elected in Subsection 1.07(a)(6)(B)(i)(IV)
below, all
such Employees who have never had a Deferral
Contribution election in place and were hired by the
Employer before the Automatic Enrollment Effective Date,
but on or after the following date:                     .
	 
	 	(IV)	o	 	 In addition to the group of Employees elected in
Subsection
1.07(a)(6)(B)(i)(II) or (III) above, any Employee
described in Subsection 1.07(a)(6)(B)(i)(II) or (III)
above, as applicable, even if he has had a Deferral
Contribution election in place previously, provided he
is not suspended from making Deferral Contributions
pursuant to the Plan and has a deferral rate of zero on
the Notification Date.






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






	 	(b)	o	 	 Automatic Deferral Increase: (Choose only if Automatic Enrollment Contributions
are selected in Option 1.07(a)(6) above) — Unless an Eligible Employee
affirmatively elects otherwise after receiving appropriate notice, Deferral
Contributions for each Active Participant having Automatic Enrollment
Contributions made on his behalf shall be increased annually by





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




12









 






	 	 	 	the whole percentage of Compensation stated in Subsection 1.07(b)(1) below
until the deferral percentage stated in Subsection 1.07(a)(1) is reached
(except that the increase will be limited to only the percentage needed to
reach the limit stated in Subsection 1.07(a)(1), if applying the percentage
in Subsection 1.07(b)(1) would exceed the limit stated in Subsection
1.07(a)(1)), unless the Employer has elected a lower percentage limit in
Subsection 1.07(b)(2) below.






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






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






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






	1.08	 	EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)






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






	 	(1)	 	The contribution limit is 10% (must be a whole number multiple of one
percent) of
Compensation.






	 	(2)	o	 	 Instead of specifying a percentage of Compensation, a Participant may
specify a dollar amount to be contributed each payroll period, provided such dollar
amount does not exceed the maximum percentage of Compensation specified in Subsection
1.08(a)(1) above.






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






	1.09	 	ROLLOVER CONTRIBUTIONS






	 	(a)	þ	 	 Rollover Contributions — Employees may roll over eligible amounts from other
qualified plans to the Plan subject to the additional following requirements:






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






	1.10	 	QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS






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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




13









 






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






	1.11	 	MATCHING EMPLOYER CONTRIBUTIONS






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






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






	 	(A)	o	 	 Flat Percentage Match:






	 	(i)	 	                    % to all “eligible” Participants.






	 	(B)	o	 	 Tiered Match:                     % of the first
                    % of the “eligible” Participant’s
Compensation contributed to the Plan,






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






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






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






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






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






	 	(ii)	o	 	 Matching Employer Contributions
for each “eligible” Participant for each Plan Year shall be limited to $                    .





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




14









 






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






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






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






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






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






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






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






	 	 	 	Note: If the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
Contributions, above and wants to be deemed to have satisfied the “ADP” test, the
additional Matching Employer Contribution must meet the requirements of Section 6.09 of
the Basic Plan Document. In addition to the foregoing requirements, if the Employer
elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, or
Option 1.12(a)(3), 401(k) Safe Harbor Formula, with respect to Nonelective Employer
Contributions, and wants to be deemed to have satisfied the “ACP” test with respect to
Matching Employer





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




15









 






	 	 	 	Contributions for the Plan Year, the eligible contributions matched may not exceed the
limitations in Section 6.10 of the Basic Plan Document.






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






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






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






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






	 	(d)	 	Contribution Period for Matching Employer Contributions — The Contribution
Period for purposes of calculating the amount of Matching Employer Contributions is:






	 	(1)	o	 	 each calendar month.
	 
	 	(2)	o	 	 each Plan Year quarter.
	 
	 	(3)	o	 	 each Plan Year.
	 
	 	(4)	o	 	 each payroll period.






	 	 	 	The Contribution Period for additional Matching Employer Contributions described in
Subsection 1.11(b) is the Plan Year.
	 
	 	 	 	Note: If Matching Employer Contributions are made more frequently than for the
Contribution Period selected above, the Employer must calculate the Matching Employer
Contribution required with respect to the full Contribution Period, taking into
account the “eligible” Participant’s contributions and Compensation for the full
Contribution Period, and contribute any additional Matching Employer Contributions
necessary to “true up” the Matching Employer Contribution so that the full Matching
Employer Contribution is made for the Contribution Period.
	 
	 	(e)	 	Continuing Eligibility Requirement(s) — A Participant who is an Active
Participant during a Contribution Period and makes eligible contributions during the
Contribution Period shall only be entitled to receive Matching Employer Contributions
under Section 1.11 for that Contribution Period if the Participant satisfies the
following requirement(s) (Check the appropriate box(es). Options (3) and (4) may not
be elected together; Option (5) may not be elected with Option (2), (3), or (4);
Options (2), (3), (4), (5), and (7) may not be elected with respect to Matching
Employer Contributions if Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer
Contributions, is checked or if Option 1.12(a)(3), 401(k) Safe Harbor Formula, with
respect to Nonelective Employer Contributions is checked and the Employer intends to
satisfy the Code Section 40 1(m)(11) safe harbor with respect to Matching Employer
Contributions):






	 	(1)	o	 	 No requirements.
	 
	 	(2)	o	 	 Is employed by the Employer or a Related Employer on the last day of
the Contribution Period.
	 
	 	(3)	o	 	 Earns at least 501 Hours of Service during the Plan Year. (Only if the
Contribution Period is the Plan Year.)
	 
	 	(4)	o	 	 Earns at least                      (not to exceed 1,000) Hours of Service during the Plan Year. (Only
if the Contribution Period is the Plan Year.)





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




16









 






	 	(5)	o	 	 Either earns at least 501 Hours of Service during the Plan Year or is employed by
the Employer or a Related Employer on the last day of the Plan Year. (Only if the
Contribution Period is the Plan Year.)
	 
	 	(6)	o	 	 Is not a Highly Compensated Employee for the Plan Year.
	 
	 	(7)	o	 	 Is not a partner or a member of the Employer, if the Employer is a
partnership or an entity taxed as a partnership.
	 
	 	(8)	o	 	 Special continuing eligibility requirement(s) for additional
Matching Employer Contributions. (Only if Option 1.11(b), Additional Matching
Employer Contributions, is checked.)






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






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






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






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






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






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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




17









 






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






	 	(a)	o	 	 Fixed Formula (check one or more):






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






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






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






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






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






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






	 	(I)	o	 	 Each paid hour.
	 
	 	(II)	o	 	 Each Plan Year.
	 
	 	(III)	o	 	 Other:
                                        
                    (must be a period within the Plan Year
that does not exceed one week and is uniform with
respect to all “eligible” Participants).






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






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






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






	 	(1)	þ	 	 Non-Integrated Allocation Formula — In the ratio that each “eligible”
Participant’s Compensation bears to the total Compensation paid to all “eligible”
Participants for the Contribution Period.
	 
	 	(2)	o	 	 Integrated Allocation Formula — As (1) a percentage of each “eligible”
Participant’s Compensation plus (2) a percentage of each “eligible” Participant’s
Compensation in excess of the “integration level” as defined below. The percentage of
Compensation in excess of the “integration level” shall be equal to the lesser of the
percentage of the “eligible” Participant’s Compensation allocated under (1) above or
the “permitted disparity limit” as defined below.





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




18









 






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






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






	 	(i)	 	                    % (not to exceed 100%) of the Social Security taxable wage base for
the Plan Year, or
	 
	 	(ii)	 	$                     (not to exceed the Social Security taxable wage base).






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





	 	 	 
	The “Integration Level”	 	The “Permitted
	is ___% of the	 	Disparity
	Taxable Wage Base	 	Limit” is
	20% or less
	 	5.7%
	More than 20%, but not more than 80%
	 	4.3%
	More than 80%, but less than 100%
	 	5.4%
	100%
	 	5.7%







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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




19









 






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






	 	(1)	o	 	 each calendar month.
	 
	 	(2)	o	 	 each Plan Year quarter.
	 
	 	(3)	o	 	 each payroll period.






	 	 	 	Note: If Nonelective Employer Contributions are made more frequently than for the
Contribution Period selected above, the Employer must calculate the Nonelective
Employer Contribution required with respect to the full Contribution Period, taking
into account the “eligible” Participant’s Compensation for the full Contribution
Period, and contribute any additional Nonelective Employer Contributions necessary
to “true up” the Nonelective Employer Contribution so that the full Nonelective
Employer Contribution is made for the Contribution Period.
	 
	 	(d)	 	Continuing Eligibility Requirement(s) — A Participant shall only be entitled
to receive Nonelective Employer Contributions for a Plan Year under this Section 1.12
if the Participant is an Active Participant during the Plan Year and satisfies the
following requirement(s) (Check the appropriate box(es) — Options (3) and (4) may not
be elected together; Option (5) may not be elected with Option (2), (3), or (4);
Options (2), (3), (4), (5), and (7) may not be elected with respect to Nonelective
Employer Contributions under the fixed formula if Option 1.12(a)(3), 401(k) Safe
Harbor Formula, is checked):






	 	(1)	o	 	 No requirements.
	 
	 	(2)	þ	 	 Is employed by the Employer or a Related Employer on the last day of the Contribution Period.
	 
	 	(3)	o	 	 Earns at least 501 Hours of Service during the Plan Year.
(Only if the Contribution Period is the Plan Year.)
	 
	 	(4)	þ	 	 Earns at least 1,000 (not to exceed 1,000) Hours of Service during the
Plan Year. (Only if the Contribution Period is the Plan Year.)
	 
	 	(5)	o	 	 Either earns at least 501 Hours of Service during the Plan Year or is employed by the Employer or a Related Employer on the last day of the
Plan Year. (Only if the Contribution Period is the Plan Year.)
	 
	 	(6)	o	 	 Is not a Highly Compensated Employee for the Plan Year.
	 
	 	(7)	o	 	 Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a
partnership.
	 
	 	(8)	o	 	 Special continuing eligibility requirement(s) for discretionary Nonelective
Employer Contributions. (Only if both Options 1.12(a) and (b) are checked.)






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






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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




20









 






	1.13	 	EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS






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






	1.14	 	RETIREMENT






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






	 	(1)	þ	 	 age 65.
	 
	 	(2)	o	 	 age                      (specify between 55 and 64).
	 
	 	(3)	o	 	 later of age                      (not to exceed 65) or the
                     (not to exceed 5th)
anniversary of the Participant’s Employment Commencement Date.






	 	(b)	þ	 	 The Early Retirement Age is the date the Participant attains age 60.0
(specify 55 or greater) and completes 5.0 years of Vesting Service.






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






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






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






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






	 	(a)	þ	 	 The Participant satisfies the requirements for benefits under the Employer’s long-term disability
plan.
	 
	 	(b)	o	 	 The Participant satisfies the requirements for Social Security disability benefits.
	 
	 	(c)	þ	 	 The Participant is determined to be disabled by a physician approved by the Employer.






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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




21









 






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






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






	 	(c)	 	Vesting Schedule(s)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)	 	Nonelective Employer Contributions(check one):	 	 	(2	)	 	Matching Employer Contributions (check one):
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

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

	 	(B)
	 	o
	 	100% Vesting immediately
	 	 	 	 	 	(B)
	 	o
	 	100% Vesting immediately
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(C)
	 	o
	 	3 year cliff (see C below)
	 	 	 	 	 	(C)
	 	o
	 	3 year cliff (see C below)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(D)
	 	þ
	 	6 year graduated (see D below)
	 	 	 	 	 	(D)
	 	o
	 	6 year graduated (see D
below)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	(E)
	 	o
	 	Other vesting (complete
E1 below)
	 	 	 	 	 	(E)
	 	o
	 	Other vesting (complete
E2 below)






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Years of Vesting	 	 	 	 
	Service	 	 	 	Applicable Vesting Schedule(s)
	 	 	 	 	 	 	C	 	D	 	E1	 	E2
	 	0	 	 	 
	 	 	0	%	 	 	0	%	 	 	                    	%	 	 	                    	%
	 	1	 	 	 
	 	 	0	%	 	 	0	%	 	 	                    	%	 	 	                    	%
	 	2	 	 	 
	 	 	0	%	 	 	20	%	 	 	                    	%	 	 	                    	%
	 	3	 	 	 
	 	 	100	%	 	 	40	%	 	 	                    	%	 	 	                    	%
	 	4	 	 	 
	 	 	100	%	 	 	60	%	 	 	                    	%	 	 	                    	%
	 	5	 	 	 
	 	 	100	%	 	 	80	%	 	 	                    	%	 	 	                    	%
	6 or more	 	 
	 	 	100	%	 	 	100	%	 	 	                    	%	 	 	100	%







	 	 	 	Note: A schedule elected under E1 or E2 above must be at least as favorable as one
of the schedules in C or D above.
	 
	 	 	 	Note: If the vesting schedule is amended and a Participant’s vested interest
calculated using the amended vesting schedule is less in any year than the
Participant’s vested interest calculated under the Plan’s vesting schedule in
effect immediately before the amendment, the amended vesting schedule shall apply
only to Employees hired on or after the effective date of the amendment. Please
select paragraph (e) below and complete Section (b) of the Vesting Schedule
Addendum to the Adoption Agreement describing the vesting schedule in effect for
Employees hired before the effective date of the amendment.





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




22









 






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






	 	(d)	o	 	 A less favorable vesting schedule than the vesting schedule selected in 1.16(c)(2)
above applies to Matching Employer Contributions made for Plan Years beginning before the
EGTRRA effective date. Please complete Section (a) of the Vesting Schedule Addendum to the
Adoption Agreement.
	 
	 	(e)	o	 	 A vesting schedule or schedules different from the vesting schedule(s) selected above
applies to certain Participants. Please complete Section (b) of the Vesting Schedule
Addendum to the Adoption Agreement.






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






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






	 	(A)	o	 	 Matching Employer Contributions.
	 
	 	(B)	o	 	 Nonelective Employer Contributions.






	1.17	 	PREDECESSOR EMPLOYER SERVICE






	 	(a)	þ	 	 For the following purposes, the following entities shall be treated as
predecessor employers:






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






	 	 	 	Sound Federal Savings and Loan Association






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






	 	 	 	Sound Federal Savings and Loan Association






	1.18	 	PARTICIPANT LOANS






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






	1.19	 	IN-SERVICE WITHDRAWALS
	 
	 	 	Participants may make withdrawals prior to termination of employment under the
following circumstances (check the appropriate 

box(es)):






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






	 	(1)	 	Hardship withdrawals will be permitted from (check one):






	 	(A)	o	 	 A Participant’s Deferral Contributions Account only.





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




23









 






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






	 	(b)	þ	 	 Age 59 1/2 — Participants shall be entitled to receive a distribution of all or any
portion of the






	 	 	following Accounts upon attainment of age 59 1/2 (check one):






	 	(1)	o	 	 Deferral Contributions Account.
	 
	 	(2)	þ	 	 All vested Account balances.






	 	(c)	 	Withdrawal of Employee Contributions and Rollover Contributions






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






	 	(A)	o	 	 Employees may not make withdrawals of
Employee Contributions more frequently than:
	 
	 	 	 	 	 








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






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






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






	 	(A)	o	 	 for at least                      (24 or more) months.






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






	 	(B)	o	 	 after the Participant has at least 60 months of participation.






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






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






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






	 	(a)	 	Lump Sum Payments — Lump sum payments are always available under the Plan.






	 	(b)	þ	 	 Installment Payments — Participants may elect distribution under a
systematic withdrawal plan (installments).





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




24









 






	 	(c)	þ	 	 Partial Withdrawals — A Participant whose employment has terminated and whose Account
is distributable in accordance with the provisions of Article 12 of the Basic Plan Document
may elect to withdraw any portion of his vested interest in his Account in cash at any time.
	 
	 	(d)	o	 	 Annuities (Check if the Plan is retaining any annuity form(s) of payment.)






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






	 	(A)	o	 	 As a result of the Plan’s receipt of a transfer of assets from another
defined contribution plan or pursuant to the Plan terms prior to the Adoption
Agreement Effective Date specified in Subsection 1.01(g)(1), benefits were
previously payable in the form of an annuity that the Employer elects to
continue to be offered as a form of payment under the Plan.
	 
	 	(B)	o	 	 The Plan received a transfer of assets from a plan that was subject to
the minimum funding requirements of Code Section 412 and therefore an annuity
form of payment is a protected benefit under the Plan in accordance with Code
Section 411(d)(6).






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






	 	(A)	o	 	 A lump sum payment.






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






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






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






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






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






	 	(i)	 	The normal form for married Participants is a qualified joint and                     %
(at least 50% but not more than 100%) survivor annuity. The normal form
for unmarried Participants is a single life annuity.
	 
	 	(ii)	 	The qualified preretirement
survivor annuity provided to a Participant’s spouse is purchased
with           
           % (at least 50%) of the Participant’s Account.






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






	 	(e)	o	 	 Eliminated Forms of Payment Not Protected Under Code Section 411(d)(6). Check if
benefits were payable in a form of payment that is no longer being offered after either the
Adoption Agreement Effective Date specified in Subsection 1.01(g)(1) or, if forms of payment
are being





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.




25









 






	 	 	 	eliminated by a separate amendment, the amendment effective date
indicated on the Amendment Execution Page.






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






	 	(f)	 	Cash Outs and Implementation of Required Rollover Rule






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






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






	 	(g)	þ	 	 See Additional Provisions Addendum.






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






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






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






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






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





			
	 	 	 
	Plan Number 10942
	 	10942-1265315197
	Fidelity Advisor 401(k) Program	 	 
	Volume Submitter Defined Contribution Plan	 	 






© 2008 FMR Corp.

All rights reserved.





26











 






	1.22	 	TOP — HEAVY STATUS






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






	 	(1)	o	 	 for each Plan Year, whether or not the Plan is a “top-heavy plan” as defined in
Subsection 15.01(g) of the Basic Plan Document.
	 
	 	(2)	þ	 	 for each Plan Year, if any, for which the Plan is a “top-heavy plan” as defined in
Subsection 15.01(g) of the Basic Plan Document.
	 
	 	(3)	o	 	 Not applicable. (Choose only if (A) Plan covers only employees subject to a collective
bargaining agreement, or (B) Option 1.11(a)(3), 401(k) Safe Harbor
Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe
Harbor Formula, is selected, Option 1.16(f)(1) is not selected, and
the Plan does not provide for Employee Contributions or any other
type of Employer Contributions.)






	 	(b)	 	If the Plan is or is treated as a “top-heavy plan” for a Plan Year, each
non-key Employee shall receive
an Employer Contribution of at least 5.0 (3 or 5)% of Compensation for the Plan Year in accordance
with Section 15.03 of the Basic Plan Document. The minimum Employer Contribution provided in this
Subsection 1.22(b) shall be made under this Plan only if the Participant is not entitled to such
contribution under another qualified plan of the Employer, unless the Employer elects otherwise below:






	 	(1)	o	 	 The minimum Employer Contribution shall be paid under this Plan in any event.
	 
	 	(2)	o	 	 Another method of satisfying the requirements of Code Section 416. Please complete
the 416 Contributions Addendum to the Adoption Agreement describing
the way in which the minimum contribution requirements will be
satisfied in the event the Plan is or is treated as a “top-heavy
plan”.
	 
	 	(3)	o	 	 Not applicable. (Choose only if (A) Plan covers only employees subject to a collective
bargaining agreement, or (B) Option 1.11(a)(3), 401(k) Safe Harbor
Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe
Harbor Formula, is selected, Option 1.16(f)(1) is not selected, and
the Plan does not provide for Employee Contributions or any other
type of Employer Contributions.)






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






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






	 	(1)	þ	 	 Not applicable. (Choose only if one of the following applies: (A) Plan provides for
Nonelective Employer Contributions and the schedule elected in
Subsection 1.16(c)(1) is at least as favorable in all cases as the
schedules available below, (B) Option 1.11(a)(3), 401(k) Safe Harbor
Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe
Harbor Formula, is selected, Option 1.16(f)(1) is not selected, and
the Plan does not provide for Employee Contributions or any other
type of Employer Contributions, or (C) the Plan covers only employees
subject to a collective bargaining agreement.)
	 
	 	(2)	o	 	 100% vested after            (not in excess of 3) years of Vesting Service.
	 
	 	(3)	o	 	 Graded vesting:





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




27









 





	 	 	 	 	 	 	 	 	 
	Years of Vesting	 	Vesting	 	Must be
	Service	 	Percentage	 	At Least
	0
	 	 	0.00	%	 	 	0	%
	1
	 	 	0.00	%	 	 	0	%
	2
	 	 	0.00	%	 	 	20	%
	3
	 	 	0.00	%	 	 	40	%
	4
	 	 	0.00	%	 	 	60	%
	5
	 	 	0.00	%	 	 	80	%
	6 or more
	 	 	0.00	%	 	 	100	%







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






	1.23	 	CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION PLANS






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






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






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






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






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






	 	(1)	o	 	 Nonelective Employer Contributions





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




28









 






	 	(2)	o	 	 Matching Employer Contributions






	 	 	The Employer must direct the applicable sources among the investment options listed in the
Service Agreement.
	 
	 	 	Note: If the Employer directs that a portion or all of the applicable sources be invested in
Employer Stock, such investment must be discontinued with respect to any Participant who has
completed three or more years of Vesting Service, and investment of the applicable sources
must be diversified among the other investment options listed in the Service Agreement.
	 
	1.25	 	ADDITIONAL PROVISIONS
	 
	 	 	The Employer may elect Option (a) below and complete the Additional Provisions
Addendum to describe provisions which cannot be shown by making the elections provided in
this Adoption Agreement.






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






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






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






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






	1.27	 	RELIANCE ON ADVISORY LETTER
	 
	 	 	An adopting Employer may rely on an advisory letter issued by the Internal Revenue
Service as evidence that this Plan is qualified under Code Section 401 only to the extent
provided in Section 19.02 of Revenue Procedure 2005-16. The Employer may not rely on the
advisory letter in certain other circumstances or with respect to certain qualification
requirements, which are specified in the advisory letter issued with respect to this Plan
and in Section 19.03 of Revenue Procedure 2005-16. In order to have reliance in such
circumstances or with respect to such qualification requirements, application for a
determination letter must be made to Employee Plans Determinations of the Internal Revenue
Service.
	 
	 	 	Failure to properly complete the Adoption Agreement and failure to operate the Plan in
accordance with the terms of the Plan document may result in disqualification of the Plan.
	 
	 	 	This Adoption Agreement may be used only in conjunction with Fidelity Basic Plan Document
No. 14. The Volume Submitter Sponsor shall inform the adopting Employer of any amendments
made to the Plan or of the discontinuance or abandonment of the volume submitter plan
document.
	 
	1.28	 	ELECTRONIC SIGNATURE AND RECORDS
	 
	 	 	This Adoption Agreement, and any amendment thereto, may be executed or affirmed by an
electronic signature or electronic record permitted under applicable law or regulation,
provided the type or method of electronic signature or electronic record is acceptable to
the Trustee.





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




29









 









	1.29	 	VOLUME SUBMITTER INFORMATION





	 	 	 	 	 
	 

	 	Name of Volume Submitter Sponsor:
	 	Fidelity Management & Research Company
	 
	 	 	 	 
	 

	 	Address of Volume Submitter Sponsor:
	 	82 Devonshire Street
	 
	 	 	 	 
	 

	 	 	 	Boston, MA 02109






			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






©  2008 FMR Corp.

All rights reserved.






30









 








EXECUTION PAGE




(Employer’s Copy)



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




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




	 	 	 	 	 	 	 
	 

	 	Employer:
	 	Hudson City Savings Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






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




	 	 	 	 	 	 	 
	 

	 	Employer:
	 	Hudson City Savings Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






Accepted by: Fidelity Management Trust Company, as Trustee




	 	 	 	 	 	 	 
	By:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Authorized Signatory	 	 	 	 






			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




31









 





EXECUTION PAGE




(Trustee’s Copy)



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




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




	 	 	 	 	 	 	 
	 

	 	Employer:
	 	Hudson City Savings Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






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




	 	 	 	 	 	 	 
	 

	 	Employer:
	 	Hudson City Savings Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






Accepted by: Fidelity Management Trust Company, as Trustee




	 	 	 	 	 	 	 
	By:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Authorized Signatory	 	 	 	 






			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




32









 





IN-SERVICE WITHDRAWALS ADDENDUM

for




Plan Name: Profit Incentive Bonus Plan of Hudson City Savings Bank





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

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







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






	 	 	 	Deferral Contributions and vested amounts from the following sub-accounts:
	 
	 	 	 	Profit Sharing
	 
	 	 	 	Rollover






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






	 	 	 	Contributions transferred due to the 2002 conversion of the Profit Incentive
Bonus Plan of Hudson City Savings Bank which were previously in the Optional Account
A source.






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






	 	 	 	 






			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.






33









 








ADDITIONAL PROVISIONS ADDENDUM

for




Plan Name: Profit Incentive Bonus Plan of Hudson City Savings Bank





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






	 	(1)	 	The following is added at the end of Subsection 1.20(g) as a new Subsection 1.20(h):
	 
	 	(h)	 	Other Non-Annuity Form(s) of Payment As a result of the Plan’s receipt of
a transfer of assets from another plan or pursuant to the Plan terms prior to the
Adoption Agreement Effective Date specified in 1.01(g)(1), benefits were previously
payable in the following form(s) of payment not described (a), (b) or (c) above and
the Plan will continue to offer these form(s) of payment:
	 
	 	 	 	Other Non-Annuity: In Kind Distribution of Employer Stock





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.









34









 











Volume Submitter Defined Contribution Plan




ADDENDUM TO ADOPTION AGREEMENT



Fidelity Basic Plan Document No. 14



RE: Pension Protection Act of 2006,



The Heroes Earnings Assistance and Relief Act of 2008,



The Worker, Retiree and Employee Recovery Act of 2008



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



Plan Name: Profit Incentive Bonus Plan of Hudson City Savings Bank




Fidelity 5-digit Plan Number: 10942




PREAMBLE




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





	Supersession of Inconsistent Provisions. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the provisions
of this amendment.






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






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






	 	(A)	 	Automatic Enrollment Effective Date:                     





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




35









 






	 	(B)	 	If the Plan had an automatic contribution arrangement before the
Automatic Enrollment
Effective Date provided in (A) above (the “Pre-existing Arrangement”), the effective date of the
Pre-existing Arrangement was:                                         .
	 
	 	 	 	Please also check (i) and/or (ii) below if applicable:






	 	(i)	o	 	 The Pre-existing Arrangement was a Qualified Automatic Contribution
Arrangement described in Code section 401(k)(13)(B).
	 
	 	(ii)	o	 	 The Pre-existing Arrangement was an Eligible Automatic Contribution
Arrangement described in Code section 414(w)(3).






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






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






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






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






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






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





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




36









 






	 	(iii)	 	Notification Date:                     .






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






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






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






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






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






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






	 	(A)	o	 	 On each anniversary of such Participant’s automatic enrollment date
pursuant to (b)(2) or
(b)(3) above, as applicable.
	 
	 	(B)	o	 	 Except if selected below with regard to the first such annual increase,
each year on the
following date:                     






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





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




37









 






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






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






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






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






	 	(B)	(i)	o 	 	  Other Enhanced Match: ___% of the first ___% of the Active
Participant’s
Compensation contributed to the Plan,
	 
	 	 	 	 	 	___% of the next ___% of the Active Participant’s Compensation
contributed to the
Plan,
	 
	 	 	 	 	 	___% of the next ___% of the Active Participant’s Compensation
contributed to the
Plan.






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






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






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






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






	 	(A)	o	 	 For each Plan Year, the Employer shall contribute for each eligible Active Participant
an amount equal to % (not less than 3% nor more than 25%) of such Active
Participant’s Compensation.
	 
	 	(B)	o	 	 The Employer may decide each Plan Year whether to amend the Plan by electing and
completing (i) below to provide for a contribution on behalf of each
eligible Active Participant in an amount equal to at least 3% of such
Active Participant’s Compensation.





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.





38









 









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






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






	 	(C)	o	 	 QACA Nonelective Employer Contributions shall not be made on behalf of Highly
Compensated Employees.
	 
	 	(D)	o	 	 The employer has elected to make Matching Employer Contributions under
Subsection
1.10 of the Adoption Agreement, if any, that are intended to meet the
requirements for deemed satisfaction of the “ACP” test with respect
to Matching Employer Contributions.






	 	(3)	o	 	 The Plan previously had a QACA, but the Plan was amended to remove the QACA effective:                     .






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






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






	 	(A)	 	The EACA Participant must make any such election within ninety
days of his automatic enrollment date pursuant to (b)(2) or (b)(3) above, as
applicable. Upon making such an election, the EACA Participant’s Deferral
Contribution election will be set to zero until such time as the EACA
Participant’s Deferral Contribution rate has changed pursuant to Section
1.07(a)(1) or this Addendum.
	 
	 	(B)	 	The amount of such withdrawal shall be equal to the amount of
the EACA Deferrals through the end of the fifteen day period beginning on the
date the Participant makes the election described in (A) above, adjusted for
allocable gains and losses to the date of such withdrawal.
	 
	 	(C)	 	Any amounts attributable to Employer Matching Contributions
allocated to the Account of an EACA Participant with respect to EACA Deferrals
that have been withdrawn pursuant to this Section (e)(1) shall be forfeited.
In the event that Employer Matching Contributions would otherwise be allocated
to the EACA Participant’s Account with respect to EACA Deferrals that have
been so withdrawn, the Employer shall not contribute such Employer Matching
Contributions to the Plan.






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






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





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




39









 






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






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






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






	 	 	 	 







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






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





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.






40









 








Amendment Execution




IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this            day of                     ,




	 	 	 	 	 	 	 	 	 	 	 
	Employer: Hudson City Savings Bank	 	Employer: Hudson City Savings Bank
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 	 	 
	Title:

	 	 	 	Title:	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Accepted by: Fidelity Management Trust Company, as Trustee	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	Date:	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 	 	 
	Title:

	 	Authorized Signatory	 	 	 	 	 	 	 	 






			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.






41









 








EFFECTIVE DATES FOR INTERIM LEGAL COMPLIANCE SNAP OFF ADDENDUM

for





	 	 	Plan Name: Profit Incentive Bonus Plan of Hudson City Savings Bank
	 
	 	 	Notwithstanding any other provision of the Plan to the contrary, to comply with changes
required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”),
Treasury regulations under Code Section 401(a)(9) (“401(a)(9) Regulations”), final Treasury
regulations under Code Section 401(k) (“final 401(k) Regulations”), and final Treasury
regulations under Code Section 401(m) (“final 401 (m) Regulations”), the following
provisions shall apply effective as of the dates set forth below:
	 
	(a)	 	EGTRRA Compliance - Unless a later date is specified below, the following changes for
compliance with EGTRRA were effective as of the first day of the first Plan Year beginning on
or after January 1, 2002:






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






	 	(2)	þ	 	 Catch-Up Contributions — Unless a later date is specified below, the Plan was
amended to provide
for Catch-Up Contributions.






	 	(A)	þ	 	 Later Effective Date. Catch-Up Contributions were permitted after the first day of the
first Plan Year beginning on or after January 1, 2002:
Later effective date: 11/01/2002 (month/day/year)






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






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






	 	(A)	o	 	 Rollovers of After-Tax Contributions Never Permitted. The Plan has never
accepted
direct rollovers of after-tax employee contributions.
	 
	 	(B)	o	 	 Later Effective Date. The Plan did not accept direct rollovers of after-tax employee
contributions until a date later than the first day of the first Plan
Year beginning on or after January 1, 2002:


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






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






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


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





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




42









 






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


Effective Date:                                          (month/day/year) (cannot be later
than the date the Plan was restated onto a Fidelity Prototype or Volume Submitter)
	 
	 	(C)	o	 	 The Plan did not accept Rollover Contributions from individual retirement accounts or
annuities described in Code Section 408(a) or 408(b) until a date later
than the first day of the first Plan Year beginning on or after January
1, 2002:


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






	 	(5)	 	Multiple Use Test — To the extent applicable, the provisions of the Plan
proscribing multiple use of the alternative limitations under Code Sections
401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii), as provided in Treasury Regulations
Section 1.401(m)-2, were deleted.
	 
	 	(6)	 	415 Limitations — The Plan was amended to reflect the Code Section 415
limitations in effect under EGTRRA, as described in Section 6.12 of the Basic Plan
Document.






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






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


Effective Date:                      (month/day/year) (cannot be later than the earlier of
(i)
January 1, 2006 or (ii) the later of the date on which the last of the
collective bargaining agreements described above terminates (without
regard to any extension on or after June 1, 2001) or January 1, 2002)
	 
	 	(B)	o	 	 Grandfathered Application of Prior Vesting Schedule. The vesting schedule in
effect
before the amendment continues to apply to the portion of a
Participant’s accrued benefit derived from Matching Employer
Contributions made to the Plan for a Plan Year beginning before the
effective date.






	(8)	 	Loans by Owner-Employees and Shareholder-Employees - If the Plan provided
for loans to Participants from Plan assets, the Plan was amended to eliminate the
restriction on loans to owner-employees, as defined in Code Section 401(c)(3), and
shareholder-employees, as defined in ERISA Section 408(d)(3).
	 
	(9)	 	Hardship Withdrawals — Suspension of Contributions - Except as otherwise
specified below, if the Plan provided for hardship withdrawals in accordance with the
safe harbor in Treasury Regulations Section 1.401(k)-1(d)(2)(iv)(B), the Plan was
amended to change the suspension period applicable to elective contributions and
employee contributions from 12 months to 6 months.






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


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





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




43









 






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






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






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






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


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






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






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






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






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


Effective Date:                                          (month/day/year)





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




44









 






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


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






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






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






	 	(A)	o	 	 2001 calendar year.
	 
	 	(B)	þ	 	 2002 calendar year.






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






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






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






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






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


Effective Date:                                          (month/day/year)






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






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


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






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





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.




45









 






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


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






	 	(3)	 	Gap Period Income. If not previously provided under the Plan, the Plan was
amended to provide that for purposes of corrective distributions of “excess deferrals”,
“excess contributions”, and “excess aggregate contributions”, income and loss on such
amounts would be calculated for the gap period between the end of the “determination
year” and the date of distribution.
	 
	 	(4)	 	Hardship Withdrawal Events. Unless a later date is specified below, if the Plan
provided for hardship withdrawals upon the occurrence of a deemed immediate and heavy
financial need, as described in Treasury Regulations, the Plan was amended to add the
deemed needs described in Treasury Regulations Section 1.401(k)-1(d)(3)(iii)(B)(5) and
(6) (funeral and casualty expenses).






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


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






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






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






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






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






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






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






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






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






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






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






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





			
	 	 	 
	Plan Number 10942

Fidelity Advisor 401(k) Program

Volume Submitter Defined Contribution Plan
	 	10942-1265315197






© 2008 FMR Corp.

All rights reserved.





46