Exhibit 10.50


 


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 

  	
  85085

  	
  85085-1271335143

  



The CORPORATEplan for
RetirementSM


Volume Submitter Defined Contribution Plan


 


Ó 2008 FMR Corp.


All rights reserved.


 

















 


TABLE OF CONTENTS


 


	
  1.01

  	
  PLAN INFORMATION

  	
  2

  
	
  1.02

  	
  EMPLOYER

  	
  3

  
	
  1.03

  	
  TRUSTEE

  	
  3

  
	
  1.04

  	
  COVERAGE

  	
  3

  
	
  1.05

  	
  COMPENSATION

  	
  6

  
	
  1.06

  	
  TESTING RULES

  	
  7

  
	
  1.07

  	
  DEFERRAL CONTRIBUTIONS

  	
  8

  
	
  1.08

  	
  EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)

  	
  12

  
	
  1.09

  	
  ROLLOVER CONTRIBUTIONS

  	
  12

  
	
  1.10

  	
  QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS

  	
  12

  
	
  1.11

  	
  MATCHING EMPLOYER CONTRIBUTIONS

  	
  13

  
	
  1.12

  	
  NONELECTIVE EMPLOYER CONTRIBUTIONS

  	
  16

  
	
  1.13

  	
  EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS

  	
  19

  
	
  1.14

  	
  RETIREMENT

  	
  19

  
	
  1.15

  	
  DEFINITION OF DISABLED

  	
  19

  
	
  1.16

  	
  VESTING

  	
  20

  
	
  1.17

  	
  PREDECESSOR EMPLOYER SERVICE

  	
  21

  
	
  1.18

  	
  PARTICIPANT LOANS

  	
  22

  
	
  1.19

  	
  IN-SERVICE WITHDRAWALS

  	
  22

  
	
  1.20

  	
  FORM OF DISTRIBUTIONS

  	
  23

  
	
  1.21

  	
  TIMING OF DISTRIBUTIONS

  	
  24

  
	
  1.22

  	
  TOP HEAVY STATUS

  	
  25

  
	
  1.23

  	
  CORRECTION TO MEET 415 REQUIREMENTS UNDER
  MULTIPLE DEFINED CONTRIBUTION PLANS

  	
  26

  
	
  1.24

  	
  INVESTMENT DIRECTION

  	
  27

  
	
  1.25

  	
  ADDITIONAL PROVISIONS

  	
  27

  
	
  1.26

  	
  SUPERSEDING PROVISIONS

  	
  27

  
	
  1.27

  	
  RELIANCE ON ADVISORY LETTER

  	
  27

  
	
  1.28

  	
  ELECTRONIC SIGNATURE AND RECORDS

  	
  27

  
	
  1.29

  	
  VOLUME SUBMITTER INFORMATION

  	
  27

  
	
  EXECUTION PAGE

  	
  29

  
	
  EXECUTION PAGE

  	
  30

  
	
  AMENDMENT
  EXECUTION PAGE

  	
  31

  
	
  AMENDMENT
  EXECUTION PAGE

  	
  32

  
	
  PARTICIPATING
  EMPLOYERS ADDENDUM

  	
  33

  
	
  VESTING SCHEDULE
  ADDENDUM

  	
  34

  
	
  SUPERSEDING
  PROVISIONS ADDENDUM

  	
  38

  
	
  EFFECTIVE DATES FOR INTERIM LEGAL COMPLIANCE SNAP OFF ADDENDUM

  	
  46

  



 


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ADOPTION AGREEMENT


ARTICLE 1


PROFIT SHARING/401(K) PLAN


 


1.01                        PLAN INFORMATION


 


(a)                                  Name
of Plan:


 


This is the Amphenol
Corporation Employee Savings/401(k) Plan (the “Plan”)


 


(b)                                  Type
of Plan:


 


(1)                      ̈                       401(k) Only


 


(2)                     x                     401(k) and Profit Sharing


 


(3)                      ̈                       Profit Sharing Only


 


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


 


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


 


(e)                                  Three
Digit Plan Number:  010


 


(f)                                    Limitation
Year (check
one):


 


(1)                      ̈                       Calendar Year


 


(2)                     x                     Plan Year


 


(3)                      ̈                       Other:


 


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


 


(1)                     Adoption Agreement Effective Date: 03/01/2010


 


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


 


(2)                     The Adoption Agreement Effective Date is:


 


(A)                                ̈                                   A new Plan Effective Date


 


(B)                               x                                 An amendment Effective Date (check one):


 


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


 


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


 


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


 


The original effective date of the Plan: 1/1/1990


 


(3)                      ̈                                   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.


 


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


 


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


 


1.02                        EMPLOYER


 


(a)          Employer Name:   Amphenol Corporation


 


(1)                     Employer’s Tax Identification Number:
20-2569845


 


(2)                     Employer’s fiscal year end: 12/31


 


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


 


(1)                      ̈           No
other employers participate in the Plan.


 


(2)                     x         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)                     x                     no age requirement.


 


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


 


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


 


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


 


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


 


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


 


3

















 


(4)                      ̈                                   two years of Eligibility Service
requirement (at least             (not to exceed 1,000) Hours of
Service are required during each Eligibility Computation Period) (If Option 1.07(a) is elected, only one year of
Eligibility Service is required for Deferral Contributions.)


 


Note: If the Employer selects the two year
Eligibility Service requirement, then contributions subject to such Eligibility
Service requirement must be 100% vested when made.


 


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


 


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


 


(d)                                  Eligible Class of
Employees:


 


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


 


(A)                                           x                                 all Employees of the Employer.


 


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


 


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


 


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


 


 


 


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


 


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


 


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


 


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


 


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


 


(E)                     x                     other:


 


An Employee of a division, location or business unit
of an Employer that does not participate in the plan (The following divisions,
locations, or business units of Amphenol Corporation participate in the plan:
Amphenol Aerospace Operations-except for Amphenol Backplane Systems division;
Amphenol RF- Danbury; Amphenol Spectra Strip Operations; Amphenol Fiber Optics
Products, Amphenol-Tuchel Electronics; Amphenol Nexus Technologies; Amphenol
AssembleTech.  Without 


 


4

















 


limitation, Amphenol TCS is not a participating division,
location or business unit of an Employer.) 2). Employees covered by a
collective bargaining agreement unless such agreement expressly provides for
participation in this plan.  3). An
Employee designated by the Employer as a member of the substitute workforce, as
distinguished from a regular full-time or part-time employee, that is a
separate employment classification based on availability of work.


 


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


 


 


 


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


 


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


 


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


 


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


 


(3)                                 x                                 the first day of each month


 


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


 


(5)                                  ̈                                   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.


 


5

















 


(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)                                 x                                 no exceptions.


 


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


 


(3)                                  ̈                                   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)                                  ̈                                   No exclusions.


 


(2)                                  ̈                                   Overtime pay.


 


(3)                                  ̈                                   Bonuses.


 


(4)                                  ̈                                   Commissions.


 


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


 


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


 


(2)                                 x                                 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.)


 


6

















 


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


 


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


 


(1)                                 x                                 Top Paid Group Election - Employees with Compensation exceeding
the dollar amount specified in Code Section 414(q)(1)(B)(i) adjusted pursuant
to Code Section 415(d) (e.g., 


 


7

















 


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


 


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


 


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


 


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


 


(i)                         ̈                       as of the beginning of each payroll
period.


 


(ii)                    x                     as of the first day of each month.


 


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


 


(iv)                    ̈                       as of the first day of each calendar
quarter.


 


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


 


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


 


8

















 


 


 


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)                         ̈                       the beginning of the next payroll period.


 


(ii)                     ̈                       the first day of the next month.


 


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


 


(iv)                    ̈                       as of the first day of each calendar
quarter.


 


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


 


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


 


 


 


(2)                                 x                     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)                                 x                     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)        ̈           Zero.


 


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


 


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


 


9
















 


(4)                                 x                     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)       x         All such Participants.


 


(B)        ̈           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)                                  ̈                       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)                                  ̈                       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)

  	
   ̈

  	
  The
  Participant’s Entry Date.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
   ̈

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

  



 


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


 


(B)                                ̈                       Additionally, unless such affected
Participant affirmatively elects otherwise within the reasonable period
established by the Plan Administrator, Automatic Enrollment 


 


10

















 


Contributions will be made with respect to the
Employees described below. (Check all that apply.)


 


(i)             ̈                       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)

  	
   ̈

  	
  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)

  	
   ̈

  	
  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)

  	
   ̈

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


 


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


 


11

















 


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


 


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


 


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


 


(1)                      ̈                       The Plan will not accept rollovers of
after-tax employee contributions.


 


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


 


1.10                        QUALIFIED NONELECTIVE
EMPLOYER CONTRIBUTIONS


 


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


 


(1)                     x                                 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).)


 


12

















 


1.11                        MATCHING EMPLOYER
CONTRIBUTIONS


 


(a)                       ̈                       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)                      ̈                       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)                    ̈                       Flat Percentage Match:


 


(i)                    % to all “eligible” Participants.


 


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


 


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


 


(2)                      ̈                       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)                    ̈                                   4% Limitation on Discretionary Matching
Employer Contributions for Deemed Satisfaction of “ACP” Test - In no event may
the dollar amount of the discretionary


 


13

















 


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


 


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


 


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


 


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


 


(A)                                ̈                                   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.


 


14

















 


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


 


(1)                      ̈           each calendar month.


 


(2)                      ̈           each Plan Year quarter.


 


(3)                      ̈           each Plan Year.


 


(4)                      ̈           each payroll period.


 


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


 


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


 


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


 


(1)                      ̈                                   No requirements.


 


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


 


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


 


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


 


(5)                      ̈                                   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)                      ̈                                   Is not a Highly Compensated Employee for
the Plan Year.


 


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


 


(8)                      ̈                                   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


 


15

















 


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


 


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


 


1.12                        NONELECTIVE EMPLOYER CONTRIBUTIONS


 


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


 


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


 


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


 


(1)                                  ̈        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)                                  ̈        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).


 


16

















 


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


 


(I)                                     ̈           Each paid hour.


 


(II)                                 ̈           Each Plan Year.


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


	
  The “Integration Level”

  is       % of the

  Taxable Wage Base

  	
   

  	
  The
  “Permitted

  Disparity

  Limit” is

  	
   

  
	
  20% or less

  	
   

  	
  5.7

  	
  %

  
	
  More than 20%, but not more
  than 80%

  	
   

  	
  4.3

  	
  %

  
	
  More than 80%, but less than
  100%

  	
   

  	
  5.4

  	
  %

  
	
  100%

  	
   

  	
  5.7

  	
  %

  



 


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


 


(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)                      ̈           each calendar month.


 


(2)                      ̈           each Plan Year quarter.


 


(3)                      ̈           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)                                 x                                             No requirements.


 


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


 


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


 


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


 


(5)                                  ̈                                               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.)


 


18

















 


(6)                                  ̈                                               Is not a Highly Compensated Employee for
the Plan Year.


 


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


 


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


 


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


 


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


 


1.13                        EXCEPTIONS TO CONTINUING
ELIGIBILITY REQUIREMENTS


 


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


 


1.14                        RETIREMENT


 


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


 


(1)                                 x                      age 65.


 


(2)                                  ̈                        age            (specify between 55 and 64).


 


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


 


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


 


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


 


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


 


(b)                                   ̈                                   The Participant satisfies the
requirements for Social Security disability benefits.


 


(c)                                  x                                 The Participant is determined to be
disabled by a physician approved by the Employer.


 


19
















 


1.16                        VESTING


 


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


 


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


 


(b)                                   ̈                                    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)

  	
   ̈

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

  	
   

  	
   

  	
  (A)

  	
  x

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (B)

  	
  x

  	
  100% Vesting
  immediately

  	
   

  	
   

  	
  (B)

  	
   ̈

  	
  100% Vesting
  immediately

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (C)

  	
   ̈

  	
  3 year cliff (see C below)

  	
   

  	
   

  	
  (C)

  	
   ̈

  	
  3 year cliff (see C below)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (D)

  	
   ̈

  	
  6 year graduated (see D below)

  	
   

  	
   

  	
  (D)

  	
   ̈

  	
  6 year graduated (see D below)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (E)

  	
   ̈

  	
  Other vesting (complete
  E1 below)

  	
   

  	
   

  	
  (E)

  	
   ̈

  	
  Other vesting (complete
  E2 below)

  



 


	
  Years
  of Vesting

  	
   

  	
  Applicable Vesting Schedule(s)

  	
   

  
	
  Service

  	
   

  	
  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.


 


20

















 


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


 


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


 


(d)                                   ̈                                   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)                                  x                                 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)

  	
   ̈

  	
  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)

  	
   ̈

  	
  Matching Employer
  Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
   ̈

  	
  Nonelective Employer
  Contributions.

  



 


1.17                        PREDECESSOR EMPLOYER
SERVICE


 


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


 


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


 


 


 


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


 


 


 


 


21

















 


1.18                        PARTICIPANT LOANS


 


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


 


(1)                     Hardship withdrawals will be permitted from:


 


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


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


 


(b)                      x                     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)          ̈           Deferral Contributions Account.


 


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


 


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


 


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


 


(i)                         ̈           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.


 


22

















 


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


 


(c)                                   ̈                                   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)                                ̈                                   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)                                ̈                                   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)                                ̈                                   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)                                     ̈                                   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)                                 ̈                                   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)                                ̈                                   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.


 


23

















 


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


 


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


 


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


 


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


 


(e)                                  Cash Outs and
Implementation of Required Rollover Rule


 


(1)                                 x                     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)                                ̈                                   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.


 


1.21                        TIMING OF DISTRIBUTIONS


 


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


 


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


 


(b)                       ̈                       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)                       ̈                       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 


 


24

















 


Nonelective Employer
Contributions. (If any of the above-listed contribution
types were previously distributable upon severance from employment, this Option
may not be selected.)


 


1.22                        TOP HEAVY STATUS


 


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


 


(1)                                  ̈                                               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)                                 x                                             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)                                  ̈                                               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 3.0 (3 or 5)%
of Compensation for the Plan Year in accordance with Section 15.03 of the Basic
Plan Document.  The minimum Employer
Contribution provided in this Subsection 1.22(b) shall be made under this Plan
only if the Participant is not entitled to such contribution under another
qualified plan of the Employer, unless the Employer elects otherwise below:


 


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


 


(2)                                  ̈                                               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)                                  ̈                                               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)                                  ̈                                               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)                                 x                                             100% vested after 0
(not in excess of 3) years of Vesting
Service.


 


(3)                                  ̈                                               Graded vesting:


 


25

















 


	
  Years
  of Vesting

  Service

  	
   

  	
  Vesting

  Percentage

  	
   

  	
  Must be

  At Least

  	
   

  
	
  0

  	
   

  	
   

  	
   

  	
  0

  	
  %

  
	
  1

  	
   

  	
   

  	
   

  	
  0

  	
  %

  
	
  2

  	
   

  	
   

  	
   

  	
  20

  	
  %

  
	
  3

  	
   

  	
   

  	
   

  	
  40

  	
  %

  
	
  4

  	
   

  	
   

  	
   

  	
  60

  	
  %

  
	
  5

  	
   

  	
   

  	
   

  	
  80

  	
  %

  
	
  6 or more

  	
   

  	
   

  	
   

  	
  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


 


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


 


(1)                      ̈                       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)                      ̈                       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)                       ̈                       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)):


 


26

















 


(1)                      ̈                       Nonelective Employer Contributions


 


(2)                      ̈                       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)                                   ̈                                   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)                                  x                     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.


 


1.29                        VOLUME SUBMITTER
INFORMATION


 


Name of Volume Submitter Sponsor:                        Fidelity Management & Research
Company


 


27

















 


Address of Volume
Submitter Sponsor:           82 Devonshire Street


 


Boston, MA 02109


 


28

















 


EXECUTION
PAGE


 


(Employer’s
Copy)


 


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


 


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


 


	
  Employer:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


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


 


	
  Employer:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


Accepted
by: Fidelity Management Trust Company, as Trustee


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


29

















 


EXECUTION
PAGE


 


(Trustee’s
Copy)


 


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


 


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


 


	
  Employer:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


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


 


	
  Employer:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


Accepted
by: Fidelity Management Trust Company, as Trustee


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


30
















 


AMENDMENT
EXECUTION PAGE


 


(Fidelity’s
Copy)


 


Plan
Name    Amphenol Corporation
Employee Savings/401(k) Plan (the “Plan”)


 


Employer:      Amphenol Corporation


 


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


 


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


 


	
  Section Amended

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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


 


 


	
   

  	
  Employer:

  	
   

  	
   

  	
  Employer:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


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


 


Accepted by: Fidelity
Management Trust Company,
as Trustee


 


 




	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  






 


31

















 


AMENDMENT
EXECUTION PAGE

(Employer’s Copy)


 


Plan
Name:  Amphenol Corporation Employee
Savings/401(k) Plan (the “Plan”)


 


Employer:     Amphenol Corporation


 


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


 


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


 


	
  Section Amended

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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


 


 


	
  Employer:

  	
   

  	
   

  	
  Employer:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


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


 


Accepted by: Fidelity Management Trust Company, as Trustee


 


 




	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  






 


32

















 


PARTICIPATING
EMPLOYERS ADDENDUM


 


for


 


Plan Name: Amphenol
Corporation Employee Savings/401(k) Plan


 


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


 


Amphenol Interconnect Products Corporation, 06-1237121


 


Sine Systems Corporation, 06-1274360


 


Amphenol Optimize Manufacturing Co., 86-0503978


 


Times Fiber Communications, Inc., 06-0955048


 


Amphenol Connex Corporation, 10-0007733


 


Amphenol PCD, Inc., 04-3752492


 


Amphenol Cables on Demand Corp., 20-5939172


 


Amphenol Antel, Inc., 36-3685650


 


Times Microwave Systems, Inc., 01-0816035


 


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


 


33

















 


VESTING
SCHEDULE ADDENDUM


for


 


Plan Name:  Amphenol Corporation Employee Savings/401(k) Plan


 


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


 


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


 


	
  Years of Vesting Service

  	
   

  	
  Vested Interest

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  (2)

  	
  The EGTRRA effective date
  is:

  	
   

  	
   

  



 


(b)           x   Preserve Prior Vesting Schedule


 


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


 


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


 


34

















 


	
  Years of
  Vesting Service

  	
   

  	
  Vested Interest

  
	
  0

  	
   

  	
  100

  
	
  1

  	
   

  	
  100

  
	
  2

  	
   

  	
  100

  
	
  3

  	
   

  	
  100

  
	
  4

  	
   

  	
  100

  
	
  5

  	
   

  	
  100

  
	
  6

  	
   

  	
  100

  
	
  7

  	
   

  	
  100

  



 


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


 


Effective 1/1/2004 the
Sine Match source will be 100% vested.


 


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


 


SINE Match


 


(2)   x       Additional
different vesting schedule.


 


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


 


	
  Years of Vesting Service

  	
   

  	
  Vested Interest

  
	
  0

  	
   

  	
  0

  
	
  1

  	
   

  	
  0

  
	
  2

  	
   

  	
  20

  
	
  3

  	
   

  	
  40

  
	
  4

  	
   

  	
  60

  
	
  5

  	
   

  	
  80

  
	
  6

  	
   

  	
  100

  
	
  7

  	
   

  	
  100

  



 


35

















 


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


 


Effective 3/1/2005 any
profit sharing or match money transferred from the Antel International, Inc.
401(k) Plan will vest according to the six year vesting schedule.


 


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


 


Discretionary Profit
Sharing


 


SINE Match


 


(3)   x       Additional
different vesting schedule.


 


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


 


	
  Years of Vesting Service

  	
   

  	
  Vested Interest

  
	
  0

  	
   

  	
  0

  
	
  1

  	
   

  	
  20

  
	
  2

  	
   

  	
  40

  
	
  3

  	
   

  	
  60

  
	
  4

  	
   

  	
  80

  
	
  5

  	
   

  	
  100

  
	
  6

  	
   

  	
  100

  
	
  7

  	
   

  	
  100

  



 


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


 


Effective 1/1/2007 any
profit sharing or match money transferred from the Amphenol AssembleTech 401(k) Profit
Sharing Plan will vest according to the five year graded vesting schedule.


 


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


 


Discretionary Profit
Sharing


 


SINE Match


 


(4)   x       Additional
different vesting schedule.


 


(A)          The following vesting schedule applies to the class of
Participants described in (b)(4)(B) and the contributions described in
(b)(4)(C) below:


 


	
  Years of Vesting Service

  	
   

  	
  Vested Interest

  
	
  0

  	
   

  	
  0

  
	
  1

  	
   

  	
  20

  



 


36

















 


	
  2

  	
   

  	
  40

  
	
  3

  	
   

  	
  60

  
	
  4

  	
   

  	
  80

  
	
  5

  	
   

  	
  100

  
	
  6

  	
   

  	
  100

  
	
  7

  	
   

  	
  100

  



 


(B)          The vesting schedule specified in (b)(4)(A) above
applies to the following class of Participants:


 


Effective 1/1/2007 any
profit sharing or match money transferred from the Amphenol Precision Cable
Manufacturing/Assemble Tech Florida 401(k) Plan will vest according to the
five year graded vesting schedule.


 


(C)          The vesting schedule specified in (b)(4)(A) above
applies to the following contributions:


 


Discretionary Profit
Sharing


 


SINE Match


 


37

















 


SUPERSEDING PROVISIONS ADDENDUM


 


for


 


Plan Name:  Amphenol Corporation Employee Savings/401(k) Plan


 


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


 


Section 1.11 of the
Adoption Agreement is hereby amended to provide for a Non-Discretionary
Matching Employer Contribution for Class I Participants in the Plan.  The Non-Discretionary Matching Employer
Contribution shall be 100% of the Class I Participant’s Compensation
contributed to the Plan, up to a maximum of 3% of the Class I Participant’s
Compensation.  The Contribution Period
for purposes of calculating the amount of such matching contributions is the
payroll period, provided that such Contribution Period shall not be less
frequent than semi-monthly.  There are no
continuing eligibility requirements, as described in Section 1.11(e) of
the Adoption Agreement, for the Class I Participants to be entitled to
receive such matching contributions.


 


Section 1.12 of the
Adoption Agreement is hereby amended to provide for a Nonelective Employer
Contribution for Class I Participants in the Plan.  The Nonelective Employer Contribution shall
be 2% of the Class I Participant’s Compensation.  The Contribution Period for purposes of
calculating the amount of such contributions is the payroll period, provided
that such Contribution Period shall not be less frequent than
semi-monthly.  There are no continuing
eligibility requirements, as described in Section 1.12(d) of the
Adoption Agreement, for the Class I Participants to be entitled to receive
such nonelective contributions.


 


Section 1.16(c)(1) of
the Adoption Agreement is hereby affirmed as providing that Nonelective
Employer Contributions on behalf of Class I Participants shall be 100%
immediately vested.  Section 1.16(c)(2) is
hereby amended to provide that Non-Discretionary Matching Employer
Contributions on behalf of Class I Participants shall vest in accordance
with the following schedule:


 


	
  Years of Vesting Service

  	
   

  	
  Vested Percentage

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  
	
  1

  	
   

  	
  25

  	
  %

  
	
  2

  	
   

  	
  50

  	
  %

  
	
  3

  	
   

  	
  75

  	
  %

  
	
  4

  	
   

  	
  100

  	
  %

  



 


Years of Vesting Service for
Class I Participants employed by Amphenol Nexus Technologies who were
employed by Nexus, Inc. on June 27, 2008 shall include service with
Nexus, Inc.  In addition, Years of Vesting
Service for Class I Participants employed by Times Microwave Systems, Inc.
who were employed by Times Microwave Systems, Inc. on March 20, 2009
and May 16, 2009 shall include service with Times Microwave Systems, Inc.
prior to its acquisition by Amphenol Corporation.


 


Definition: Class I
Participant.  A Class I
Participant is a Participant who is:


 


a.      an Affected Participant, on
or after January 1, 2007;


 


b.             an employee of Amphenol
Nexus Technologies, a division of Amphenol Corporation, on or after July 1,
2008;


 


c.             an employee of Amphenol PCD, Inc.,
a wholly-owned subsidiary of Amphenol Corporation, on or after August 1,
2008; or


 


d.      a salaried employee of Times
Microwave Systems, Inc., on or after May 16, 2009.


 


For purposes of (a) above,
“Affected Participant” means a salaried employee who:


 


38

















 


i.              is an employee at a division
or location that participated in the Pension Plan for Employees of Amphenol
Corporation (the “Pension Plan”), as of December 31, 2006, and


 


ii.             is not a Grandfathered
Participant Under the Pension Plan.


 


For
purposes of the definition of Affected Participant, “Grandfathered Participant
Under the Pension Plan” means a participant in a salaried portion of the
Pension Plan who, continuously since December 31, 2006, has been actively
employed (including on short term disability or an authorized leave of absence)
or on long term disability at a participating division or location of Amphenol
Corporation or  a participating employer under
the Pension Plan, and, as of December 31, 2006, was either:


 


x.       age 50 or older, with 15 or
more Years of Vesting Service under the Pension Plan; or


 


y.      had 25 or more Years of
Vesting Service under the Pension Plan.


 


For purposes of the
definition of Affected Participant, participating divisions or locations of
Amphenol Corporation and participating employers under the Pension Plan are:


 


A.   Participating Divisions or Locations of
Amphenol Corporation under the Pension Plan:


 


Spectra Strip - Hamden, CT


Amphenol RF - Danbury, CT


Amphenol Fiber Optic Product
- Lisle, IL


Amphenol Tuchel Electronics
- Canton, MI


Amphenol Aerospace
Operations - Sidney, NY


Amphenol Corporation
Headquarters - Wallingford, CT


(Without limitation,
Amphenol AssembleTech (Houston), Amphenol Phoenix Interconnect, Amphenol TCS
and Amphenol Backplane Systems are not participating divisions or
locations.)


 


B.   Participating Employers and their
Participating Divisions or Locations under the Pension Plan:


 


Amphenol Interconnect
Products Company — Endicott, NY (Amphenol AssembleTech (Florida) and Amphenol
Precision Cable Manufacturing are not participating divisions or
locations)


Times Fiber Communications, Inc.


Amphenol Cable On Demand
Corp.


(Without
limitation, Sine Systems Corporation, Amphenol T&M Antennas, Inc.,
Advanced Circuit Technology, Inc., Amphenol Connex Corporation, Amphenol
PCD, Inc., Amphenol Antel, Inc., Amphenol Optimize Manufacturing
Company, Amphenol InterCon Systems, Inc., Fiber Systems International, Inc.,
SV Microwave Technologies, Inc. and Amphenol Alden Products Company are not
participating employers.)


 


39
















 


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:  Amphenol Corporation Employee
Savings/401(k) Plan


 


Fidelity 5-digit
Plan Number:  85085


 


PREAMBLE


 


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


 


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


 


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


 


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


 


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


 


(A)          Automatic Enrollment Effective Date:


 


40

















 


(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:                               .


 


41

















 


(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.


 


(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 


 


42

















 


arrangement described in
Code Section 401(k)(13) (“QACA”), initially effective as of the following date: 
            (can
be no earlier than the first day of the first plan year beginning after December
31, 2007).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


43

















 


(C)                               o            
QACA Nonelective Employer Contributions shall not be made on behalf of
Highly     Compensated Employees.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


44

















 


(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.


 


Amendment Execution


 


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


 


 


	
  Employer: Amphenol
  Corporation

  	
   

  	
  Employer: Amphenol
  Corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted
  by: Fidelity Management Trust Company, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  



 


45

















 


EFFECTIVE
DATES FOR INTERIM LEGAL COMPLIANCE SNAP OFF ADDENDUM


for


 


Plan Name: Amphenol Corporation Employee
Savings/401(k) Plan


 


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


 


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


 


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


 


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


 


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


 


Later effective date:                       (month/day/year)


 


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


 


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


 


(A)                                ̈             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)


 


46

















 


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


 


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


 


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


 


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


 


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


 


(6)                                 415 Limitations — The Plan was amended to reflect the Code Section
415 limitations in effect under EGTRRA, as described in Section 6.12 of the
Basic Plan Document.


 


(7)                                  ̈    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)                                ̈             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)                                ̈             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)


 


47

















 


(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)                          x   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)                     x      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: 03/01/2005 (month/day/year)


 


(B)                      ̈       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)


 


48

















 


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


 


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


 


Effective Date:                                                              (month/day/year)


 


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


 


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


 


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


 


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


 


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


 


49

















 


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


 


(2)                      ̈            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)                                ̈    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)


 


50