Exhibit
10.05


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


California Coastal Communities 401(k) Plan


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

















 


Nonstandardized
401(k) Plan


 


ADOPTION AGREEMENT #005


NONSTANDARDIZED 401(k) PLAN


[Related Employers only]


 


 The undersigned Employer, by executing this
Adoption Agreement, establishes a retirement plan and trust (collectively
"Plan") under the Prudential Retirement Prototype Plan (basic plan
document #03). The Employer, subject to the Employer's Adoption Agreement
elections, adopts fully the Prototype Plan and Trust provisions. This Adoption
Agreement, the basic plan document and any attached Appendices or agreements
permitted or referenced therein, constitute the Employer's entire plan and
trust document. All "Election"
references within this Adoption Agreement are Adoption Agreement Elections. All
"Article" or "Section" references are basic plan document
references. Numbers in parentheses which follow election numbers are basic plan
document references. Where an Adoption Agreement election calls for
the Employer to supply text, the Employer (without altering the content of any
existing printed text) may lengthen any space or line, or create additional
tiers. When Employer-supplied text uses terms substantially similar to existed
printed options, all clarifications and caveats applicable to the printed
options apply to the Employer-supplied text unless the context requires
otherwise. The Employer makes the following elections granted under the
corresponding provisions of the basic plan document. 


 


ARTICLE I


DEFINITIONS


 


1.       EMPLOYER  (1.23).


                             Name:  California Coastal Communities, Inc.                                                                                                                                              


          Address:  6 Executive Circle, #250, Irvine, California
92614                                                                                                                     


          Phone number:  (949) 250-7783                                                                   


          E-mail (optional):                                                                                          


          Employer's Taxable Year:  ends each December 31                                      


          EIN:  02-0426634                                                                                         


 


2.       PLAN  (1.40).


                             Name:  California Coastal Communities 401(k) Plan                                                                                                                                  


          Plan number:  001                                                                                          (3-digit number for Form 5500 reporting)


          Trust EIN (optional):                                                                                     


 


3.       PLAN/LIMITATION YEAR  (1.42/1.33). Plan Year and Limitation Year
mean the 12 consecutive month period (except for a short Plan/Limitation Year)
ending every (Complete (a) and (b)):


[Note:
Complete any applicable blanks under Election 3 with a specific date, e.g.,
"June 30" OR "the last day of February" OR "the first
Tuesday in January." In the case of a Short Plan Year or a Short
Limitation Year, include the year, e.g., "May 1, 2008."]


(a)     Plan Year
(Choose one of (1) or (2) and choose (3) if
applicable):


(1)     [X]    December
31.


(2)     [   ]    Fiscal
Plan Year: ending:                         .


(3)     [   ]    Short
Plan Year: commencing:                          and
ending:                      
  .


(b)     Limitation
Year  (Choose one of (1) or (2)
and choose (3) if applicable):


(1)               [X]    Generally same as Plan Year. The
Limitation Year is the same as the Plan Year except where the Plan Year is a
short year in which event the Limitation Year is always a 12 month period,
unless the short Plan Year (and short Limitation Year) result from a Plan
amendment.


(2)     [   ]    Different
Limitation Year: ending:                         .


(3)     [   ]    Short
Limitation Year: commencing:                          and
ending:                      
  .


 


4.       EFFECTIVE DATE  (1.19). The Employer's adoption of the Plan
is a (Choose one of (a), (b), or (c). Choose
(d) if applicable):


(a)     [   ]    New Plan. The Plan's Effective Date is:                         .


(b)               [X]    Restated
Plan. The Plan's restated Effective Date is:   January
1, 2002  . The Plan's original Effective Date was:   January
1, 2000  .


[Note: See Section 1.51
for the definition of Restated Plan. If this
Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date must
be the later of the beginning of the 2002 Plan Year or the Plan's original
Effective Date; and (ii) if specific Plan provisions, as reflected in this
Adoption Agreement, do not date back to the EGTRRA restatement Effective Date,
indicate as such in Appendix A.]


 


© 2008 Prudential


 


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(c)                [   ]    Restatement
of surviving and merging plans. The Plan restates two (or more) plans
(Complete (1) and (2). Choose (3) as
applicable):


(1)               This (surviving)
Plan. The Plan's restated Effective Date is:                         .
The Plan's original Effective Date was:                         .


[Note:  If
this Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date
must be the later of the beginning of the 2002 Plan Year or the Plan's original
Effective Date; and (ii) if specific Plan provisions, as reflected in this
Adoption Agreement, do not date back to the EGTRRA restatement Effective Date,
indicate as such in Appendix A.]


(2)               Merging
plan. The                                          
   Plan was or will be merged into this surviving Plan as
of:                         .
The merging plan's restated Effective Date is:                         . The
merging plan's original Effective Date was:                         .


[See the Note under Election 4(c)(1) if this document
is the merging plan's EGTRRA restatement.] 


(3)               [   ]    Additional
merging plans. The following additional plans were or will be merged
into this surviving Plan (Complete a. and b.
as applicable): 


	
   

  Name of
  merging plan

  	
   

  	
   

  Merger date

  	
   

  	
  Restated

  Effective
  Date

  	
   

  	
  Original

  Effective
  Date

  
	
  a.                                                        

  	
   

  	
  ____________

  	
   

  	
  ____________

  	
   

  	
  ____________

  
	
  b.                                                        

  	
   

  	
  ____________

  	
   

  	
  ____________

  	
   

  	
  ____________

  



(d)               [   ]    Special
Effective Date for Elective Deferral provisions:                                                                                                                                  


 


5.       TRUSTEE  (1.65).
The Trustee executing this Adoption Agreement is (Choose one of (a), (b), (c), (d), or (e). Choose (f) if applicable):


(a)                [   ]    A discretionary Trustee. See Section
8.02(A).


(b)               [X]    A
nondiscretionary (directed) Trustee or Custodian. See Section 8.02(B).


(c)                [   ]    A Trustee under the Prudential Trust Company Trust
Agreement, a separate trust agreement the Trustee has executed and
that the IRS has approved for use with this Plan. Under this Election 5(c): (i)
the Trustee is not executing the Adoption Agreement; and (ii) Article VIII of
the basic plan document and any other basic plan document provisions which
affect the Trustee do not apply, except as indicated otherwise in the separate
trust agreement. See Section 8.11(C).


(d)               [   ]    A Trustee under the  Prudential Bank & Trust Company, FSB Trust
Agreement, a separate trust agreement the Trustee has executed and
that the IRS has approved for use with this Plan. Under this Election 5(d): (i)
the Trustee is not executing the Adoption Agreement; and (ii) Article VIII of
the basic plan document and any other basic plan document provisions which
affect the Trustee do not apply, except as indicated otherwise in the separate
trust agreement. See Section 8.11(C).


(e)                [   ]    A Trustee under the  Pre-Approved Trust Agreement, a separate
trust agreement the Trustee has executed and that the IRS has approved for use
with this Plan. Under this Election 5(e): (i) the Trustee is not executing the
Adoption Agreement; and (ii) Article VIII of the basic plan document and any other
basic plan document provisions which affect the Trustee do not apply, except as
indicated otherwise in the separate trust agreement. See Section 8.11(C).


 


(f)                 [   ]    Permitted
Trust amendments apply. Under Section 8.11 the Employer in
Appendix C has made certain permitted amendments to the Trust. Such amendments
do not constitute a separate trust under Election 5(c), 5(d), or 5(e).


 


6.       CONTRIBUTION TYPES  (1.12). The Employer and/or Participants,
in accordance with the Plan terms, make the following Contribution Types to the
Plan/Trust (Choose one or more of (a)
through (h) as applicable. Choose (i) if applicable): 


(a)     [X]    Pre-Tax Deferrals. See
Section 3.02 and Elections 20-23.


(b)               [   ]    Roth
Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [Note: The Employer may not limit Elective Deferrals
to Roth Deferrals only.]


(c)                [X]    Matching. See Sections 1.34
and 3.03 and Elections 24-26. [Note:
The Employer may make an Operational QMAC without electing 6(c). See Section
3.03(C)(2).]


(d)               [X]    Nonelective. See Sections 1.37
and 3.04 and Elections 27-29. [Note:
The Employer may make an Operational QNEC without electing 6(d). See Section
3.04(C)(2).]


(e)                [   ]    Safe
Harbor/Additional Matching. The Plan is (or pursuant to a
delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or
under a delayed election, may make) Safe Harbor Contributions as it elects in
Election 30. The Employer may or may not make Additional Matching Contributions
as it elects in Election 30. See Election 26 as to matching Catch-Up Deferrals.
See Section 3.05.


(f)                 [   ]    Employee
(after-tax). See Section 3.09 and Election 35.


(g)               [   ]    SIMPLE
401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. The
Employer operationally will elect for each Plan Year to make a SIMPLE Matching
Contribution or a SIMPLE Nonelective Contribution as described in Section
3.10(E). The


 


2

















 


Employer must
notify Participants of the Employer's SIMPLE contribution election and of the
Participants' deferral election rights and limitations within a reasonable
period of time before the 60th day prior to the beginning of the Plan Year. [Note: The Employer electing 6(g) may not elect any
other Contribution Types except under Elections 6(a), 6(b), and 6(h).]


(h)               [   ]    Designated
IRA. See Section 3.12 and Election 36.


(i)                  [   ]    None (frozen plan). The Plan is/was frozen
effective as of:                                               . See
Sections 3.01(J) and 11.04.


[Note: Elections 20
through 30 and Elections 35 through 37 do not apply to any Plan Year in which
the Plan is frozen.]


 


7.       DISABILITY  (1.15). Disability means (Choose one of (a) or (b)):


(a)     [X]    Basic Plan. Disability as defined
in Section 1.15(A).


(b)               [   ]    Describe:                                                                                                                                                                                                             


[Note:
The Employer may elect an alternative definition of Disability for purposes of
Plan distributions. However, the use of an alternative definition may result in
loss of favorable tax treatment of the Disability distribution.]


 


8.       EXCLUDED EMPLOYEES  (1.21(D)). The following Employees are not
Eligible Employees but are Excluded Employees (Choose
one of (a) or (b)):


 


[Note:
Regardless of the Employer's elections under Election 8: (i) Employees of any
Related Employers (excluding the Signatory Employer) are Excluded Employees
unless the Related Employer becomes a Participating Employer; and (ii)
Reclassified Employees and Leased Employees are Excluded Employees unless the
Employer in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3), and
1.23(D).]


 


(a)                [   ]    No Excluded Employees. All Employees are Eligible Employees as to all Contribution
Types.


(b)               [X]    Exclusions.
The following Employees are Excluded Employees (either as to all Contribution
Types or to the designated Contribution Type) (Choose
one or more of (1) through (7) as applicable):


[Note: For this Election
8, unless described otherwise in Election 8(b)(7), Elective Deferrals includes
Pre-Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor
Contributions. Matching includes all Matching Contributions except Safe Harbor
Matching Contributions. Nonelective includes all Nonelective Contributions except
Safe Harbor Nonelective Contributions.]


              (1)                                     (2)                     (3)                     (4)


             All                                  Elective


    Contributions                      Deferrals            Matching        Nonelective


 


(1)     [   ]    No exclusions. No exclusions as to the                       N/A                                    [   ]                    [   ]                    [   ]


designated
Contribution Type.                             (See
Election


                                                                                                 8(a))


(2)     [X]    Collective
Bargaining (union) Employees.              [X]                OR               [   ]                    [   ]                    [   ]


As described
in Code §410(b)(3)(A).


See Section
1.21(D)(1).


(3)     [   ]    Non-Resident Aliens. As described in
Code             [   ]                OR               [   ]                    [   ]                    [   ]


§410(b)(3)(C).
See Section 1.21(D)(2).


(4)     [X]    HCEs.
See Section 1.21(E). See Election 30(e)          [   ]                OR               [   ]                    [X]                    [   ]


as to
exclusion of some or all HCEs


from Safe
Harbor Contributions.


 


(5)     [   ]    Hourly
paid Employees.                                            [   ]                OR               [   ]                    [   ]                    [   ]


(6)     [   ]    Part-Time/Temporary/Seasonal Employees.           [   ]                OR               [   ]                    [   ]                    [   ]


See Section
1.21(D)(4). A Part-Time, Temporary


or Seasonal Employee
is an Employee


whose regularly
scheduled Service is less than


             (specify a maximum of 1,000)


Hours of Service in
the relevant Eligibility


Computation
Period.


[Note:
If the Employer under Election 8(b)(6) elects to treat Part-Time,
Temporary and Seasonal Employees as Excluded Employees and any such an Employee
actually completes at least 1,000 Hours of Service during the relevant
Eligibility Computation Period, the Employee becomes an Eligible Employee. See
Section 1.21(D)(4).]


(7)               [   ]    Describe  exclusion category and/or Contribution Type:
                                                                                                                     (e.g., Exclude
Division B Employees OR Exclude salaried Employees from Discretionary Matching
Contributions.)


 


3

















 


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


 


9.     COMPENSATION  (1.11(B)). The following base Compensation
(as adjusted under Elections 10 and 11) applies in allocating Employer
Contributions (or the designated Contribution Type) (Choose one or more of (a) through (d) as applicable):


[Note: For this Election 9 all definitions include
Elective Deferrals unless excluded under Election 11. See Section 1.11(D).
Unless described otherwise in Election 9(d), Elective Deferrals includes Pre-Tax
Deferrals, Roth Deferrals and Employee Contributions, Matching includes all
Matching Contributions and Nonelective includes all Nonelective Contributions.
In applying any Plan definition which references Section 1.11 Compensation,
where the Employer in this Election 9 elects more than one Compensation
definition for allocation purposes, the Plan Administrator will use W-2
Wages for such other Plan definitions if the Employer has elected W-2
Wages for any Contribution Type or Participant group under Election 9. If the
Employer has not elected W-2 Wages, the Plan Administrator for such other
Plan definitions will use 415 Compensation.]


              (1)                                     (2)                       (3)                   (4)


             All                                  Elective


    Contributions                      Deferrals            Matching        Nonelective


(a)     [   ]    W-2 Wages (plus Elective Deferrals).                                [   ]                OR               [   ]                    [   ]                    [   ]


See Section
1.11(B)(1).


(b)     [X]    Code §3401
Federal Income Tax                                       [X]                OR               [   ]                    [   ]                    [   ]


Withholding Wages (plus Elective


Deferrals). See Section
1.11(B)(2).


(c)     [   ]    415 Compensation  (simplified).                                         [   ]                OR               [   ]                    [   ]                    [   ]


See Section
1.11(B)(3).


[Note: The Employer may elect an alternative


"general 415 Compensation" definition by


electing 9(c) and by electing the alternative


definition in Appendix B. See Section 1.11(B)(4).]


(d)               [   ]    Describe  Compensation
by Contribution Type or by Participant group:                                                                                                    


 


[Note: Under Election 9(d), the Employer may: (i)
elect Compensation from the elections available under Elections 9(a), (b), or
(c), or a combination thereof as to a Participant group (e.g., W-2 Wages
for Matching Contributions for Division A Employees and 415 Compensation in all
other cases); and/or (ii) define the Contribution Type column headings in a
manner which differs from the "all-inclusive" description in
the Note immediately preceding Election 9(a) (e.g., Compensation for Safe
Harbor Matching Contributions means W-2 Wages and for Additional Matching
Contributions means 415 Compensation).]


 


10.     PRE-ENTRY/POST-SEVERANCE
COMPENSATION  (1.11(H)/(I)).
Compensation under Election 9 (Complete (a).
Choose (b). if applicable):


[Note:
The Plan does not take into account Post-Severance Compensation unless
the Employer elects otherwise in Appendix B or except as otherwise specified in
a Plan amendment. For this Election 10, unless described otherwise in Election
10(b), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and
Employee Contributions, Matching includes all Matching Contributions and
Nonelective includes all Nonelective Contributions.]


              (1)                                     (2)                       (3)                   (4)


             All                                  Elective


    Contributions                      Deferrals            Matching        Nonelective


(a)     [X]    Pre-Entry
Compensation. Includes (Choose


(1) and (2) as applicable):


(1)     [X]    Plan Year.
Compensation for the entire                      [   ]                OR               [X]                    [X]                    [   ]


Plan Year which includes the Participant's


Entry Date.


(2)     [X]    Participating
Compensation. Only Participating      [   ]                OR               [   ]                    [   ]                    [X]


Compensation. See Section 1.11(H)(1).


[Note: Under a Participating Compensation election, in
applying any Adoption Agreement elected contribution limit or formula, the Plan
Administrator will count only the Participant's Participating Compensation. See
Section 1.11(H)(1) as to plan disaggregation.]


(b)               [   ]    Describe Pre-Entry Compensation by Contribution Type
or by Participant group:                                                                                  


[Note:
Under Election 10(b), the Employer may: (i) elect Compensation from the
elections available under Election 10(a) or a combination thereof as to a
Participant group (e.g., Participating Compensation for all Contribution Types
as to Division A Employees, Plan Year Compensation for all Contribution Types
to Division B Employees); and/or (ii) define the Contribution Type column
headings in a manner which differs from the "all-inclusive"
description in the Note immediately preceding Election 10(a) (e.g.,
Compensation for Nonelective Contributions is Participating Compensation and
for Safe Harbor Nonelective Contributions is Plan Year Compensation).]


 


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11.     EXCLUDED COMPENSATION  (1.11(G)). Apply the following Compensation
exclusions to Elections 9 and 10 (Choose one
of (a) or (b)):


(a)     [X]    No exclusions. Compensation as to
all Contribution Types means Compensation as elected in Elections 9 and 10.


(b)     [   ]    Exclusions.
Exclude the following (Choose one or more of
(1) through (9) as applicable):


[Note: In a safe harbor
401(k) plan, allocations qualifying for the ADP or ACP test safe harbors must
be based on a non-discriminatory definition of Compensation. If the Plan
applies permitted disparity, allocations also must be based on a non-discriminatory
definition of Compensation if the Plan is to avoid more complex testing.
Elections 11(b)(4) through (b)(9) may cause allocation Compensation to fail to
be non-discriminatory. In a non-safe harbor 401(k) plan, Elections
11(b)(4) through (b)(9) which result in Compensation failing to be non-discriminatory
may result in more complex nondiscrimination testing. For this Election 11,
unless described otherwise in Election 11(b)(9), Elective Deferrals includes
Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching
includes all Matching Contributions and Nonelective includes all Nonelective
Contributions.]


              (1)                                     (2)                       (3)                   (4)


             All                                  Elective


    Contributions                      Deferrals            Matching        Nonelective


(1)     [   ]    No
exclusions-limited. No                                         N/A                                   [   ]                      [   ]                  [   ]


exclusions as
to the designated                                    (See


Contribution
Type(s).                                           Election
11(a))


(2)     [   ]    Elective Deferrals. See Section 1.20.                          N/A                                   N/A                    [   ]                    [   ]


(3)     [   ]    Fringe
benefits. As described in Treas.                      [   ]                OR              [   ]                     [   ]                    [   ]


Reg.
§1.414(s)-1(c)(3).


 


(4)     [   ]    Compensation exceeding $           .                           [   ]                OR              [  
]                     [   ]                    [   ]


Apply this election to (Choose
one of a. or b.):


a.       [   ]    All
Participants. [Note: If the
Employer


elects Safe Harbor
Contributions under


Election 6(e), the
Employer may not


elect 11(b)(4)a. to
limit the Safe Harbor


Contribution
allocation to the NHCEs.]


b.      [   ]    HCE Participants only.


 


(5)               [   ]    Bonus.                                                                         [   ]                OR              [   ]                     [   ]                    [   ]


(6)               [   ]    Commission.                                                              [   ]                OR              [   ]                     [   ]                    [   ]


(7)               [   ]    Overtime.                                                                    [   ]                OR              [   ]                     [   ]                    [   ]


(8)     [   ]    Related Employers. See Section 1.23(C).


(If there are Related Employers, choose one or


both of a. and b. as applicable):


a.       [   ]    Non-Participating. Compensation paid
to        [   ]                OR              [   ]                      [   ]                  [   ]


Employees by a Related Employer that is


not a Participating Employer.


b.      [   ]    Participating. As to the Employees of any       [   ]                OR              [  
]                      [   ]                  [   ]


Participating Employer, Compensation paid


by any other Participating Employer to its


Employees. See Election 28(g)(2)a.


(9)               [   ]    Describe
Compensation exclusion(s):                                                                                                                                                     


[Note: Under Election 11(b)(9), the Employer may: (i)
describe Compensation from the elections available under Elections 11(b)(1)
through (8), or a combination thereof as to a Participant group (e.g., No exclusions as to Division A Employees and exclude
bonus as to Division B Employees); (ii) define the Contribution Type column
headings in a manner which differs from the "all-inclusive"
description in the Note immediately preceding Election 11(b)(1) (e.g.,
Elective Deferrals means §125 cafeteria
deferrals only OR No exclusions as to Safe Harbor Contributions and exclude
bonus as to Nonelective Contributions); and/or (iii) describe another exclusion
(e.g., Exclude shift differential pay).]


 


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12.     HOURS OF SERVICE  (1.31). The Plan credits Hours of Service
for the following purposes (and to the Employees described in Elections 12(d)
or (e)) as follows (Choose one or more of
(a) through (e) as applicable):


              (1)                                     (2)                       (3)                   (4)


             All                                                                                    Allocation


        Purposes                           Eligibility             Vesting         Conditions


(a)     [X]    Actual
Method. See Section 1.31(A)(1).                             [   ]                OR              [  
]                      [X]                  [X]


(b)     [   ]    Equivalency Method:                            (e.g., daily,              [   ]                OR              [  
]                      [   ]                  [   ]


weekly, etc.). See Section
1.31(A)(2).


(c)     [X]    Elapsed
Time Method. See Section 1.31(A)(3).                 [   ]                OR              [X]                      [   ]                  [   ]


(d)     [   ]    Actual (hourly) and Equivalency (salaried).                    [   ]                OR              [  
]                      [   ]                  [   ]


Actual Method
for hourly paid Employees


and
Equivalency Method:                         


(e.g., daily, weekly, etc.) for salaried Employees.


(e)                [   ]    Describe method:                                                                                                                                                                                                


[Note:
Under Election 12(e), the Employer may describe Hours of Service from the
elections available under Elections 12(a) through (d), or a combination thereof
as to a Participant group and/or Contribution Type (e.g., For all purposes, Actual Method applies to office
workers and Equivalency Method applies to truck drivers).]


 


13.     ELECTIVE SERVICE CREDITING  (1.56(C)). The Plan must credit Related
Employer Service under Section 1.23(C) and also must credit certain Predecessor
Employer/Predecessor Plan Service under Section 1.56(B). The Plan also elects
under Section 1.56(C) to credit as Service the following Predecessor Employer
service (Choose one of (a) or (b)):


(a)     [   ]    Not
applicable. No elective Predecessor Employer Service crediting
applies.


(b)               [X]    Applies. The Plan credits
the specified service with the following designated Predecessor Employers as
Service for the Employer for the purposes indicated (Choose (1) and (2) as applicable. Complete (3). Choose (4) if
applicable):


[Note: Any elective Service crediting under this
Election 13 must be nondiscriminatory.]


(1)               [   ]    All
purposes. Credit Service for all purposes with Predecessor
Employer(s):                                                                         (insert as
many names as needed).


                                (1)                       (2)                         (3)


                                                                                 Contribution


                          Eligibility              Vesting               Allocation


(2)     [X]    Designated
purposes. Credit Service with


the following
Predecessor Employer(s) for


the
designated purpose(s):


	
  a.

  	
  Employer:   Koll Company; Koll Management Services,
  Inc.; Karsten Realty Advisors                                                                                                                         

  	
   

  	
  [X]

  	
  [X]

  	
  [  
  ]

  
	
  b.

  	
  Employer:                                                                                                                                                                                                               

  	
   

  	
  [  
  ]

  	
  [  
  ]

  	
  [  
  ]

  
	
  c.

  	
  Employer:                                                                                                                                                                                                               

  	
   

  	
  [  
  ]

  	
  [  
  ]

  	
  [  
  ]

  



(3)               Time
period. Under Elections 13(b)(1) or (2), the Plan credits (Choose one or more of a., b., and c. as applicable):


a.                    [X]            All. All Service under Election(s) 13(b)   (2)(a)  ,
regardless of when rendered.


b.                   [   ]            Service after. All Service under Election(s) 13(b)            , which is or was
rendered after:                                   
(specify date).


c.                    [   ]            Service before. All Service under Election(s) 13(b)            , which is or was rendered
before:                                   
(specify  date).


 


(4)               [   ]           Describe elective Predecessor Employer Service crediting:                                                                                                                                                                                                                                                                                                                                                       .


 


[Note: Under Election
13(b)(4), the Employer may describe service crediting from the elections
available under Elections 13(b)(1) through (3), or a combination thereof as to
a Participant group and/or Contribution Type (e.g., For all purposes credit
service with X only on/after 1/1/05 OR Credit all service for all purposes with
entities the Employer acquires after 12/31/04 OR Service crediting for X
Company applies only for purposes of Nonelective Contributions and not for
Matching Contributions).]


 


6

















 


ARTICLE
II


ELIGIBILITY
REQUIREMENTS


 


14.              ELIGIBILITY  (2.01). To become a Participant in the
Plan, an Eligible Employee must satisfy (Choose
one of (a) or (b)):


[Note: If the Employer under a safe harbor plan elects
"early" eligibility for Elective Deferrals (e.g., less than one Year
of Service and age 21), but does not elect early eligibility for any Safe
Harbor Contributions, also see Election 30(f).]


(a)                [   ]            No
conditions. No eligibility conditions as to all Contribution
Types. Entry is on the Employment Commencement Date (if that date is also an
Entry Date), or if later, upon the next following Plan Entry Date.


 


[Note:
No eligibility conditions apply to Prevailing Wage Contributions unless the
Prevailing Wage Contract provides otherwise. See Section 2.01(D).]


 


(b)               [X]            Conditions. The following eligibility conditions
(either as to all Contribution Types or as to the designated Contribution Type)
(Choose one or more of (1) through (8) as
applicable):


[Note: For this Election
14, unless described otherwise in Election 14(b)(8)), or the context otherwise
requires, Elective Deferrals includes Pre-Tax Deferrals, Roth Elective
Deferrals and Employee Contributions, Matching includes all Matching
Contributions (except Safe Harbor Matching Contributions under Section
3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and Nonelective
includes all Nonelective Contributions (except Safe Harbor Nonelective
Contributions under Section 3.05(E)(2) and Operational QNECs under Section
3.04(C)(2)). Safe Harbor includes Safe Harbor Nonelective and Safe Harbor
Matching Contributions. If the Employer elects more than one Year of Service as
to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See
Section 3.05(F)(3).]


                                          (1)                                                              (2)                                                (3)                                                          (4)                                                      (5)


                                        All                                                  Elective                                                                                                                                                                              Safe


            Contributions                 Deferrals                   Matching                       Nonelective              Harbor


(1)               [   ]           None. Entry on the Employment                                                                                                    N/A                                                     [   ]                                                 [   ]                                                     [   ]                                                       [   ]


Commencement Date (if that date                                                                          (See Election


is also an Entry Date) or if later,
upon                                                                         14(a))


the next following Plan Entry Date.


(2)               [X]           Age    21  
(not to exceed age 21).                                                                                                 [X]                    OR                   [   ]                                                 [   ]                                                     [   ]                                                       [   ]


(3)               [   ]           One Year of Service. See Election 16(a).                                                          [   ]                    OR                   [   ]                                                 [   ]                                                     [   ]                                                       [   ]


(4)               [   ]           Two Years of Service (without an intervening                               N/A                                                     N/A                                             [   ]                                                     [   ]                                                       N/A


Break in
Service). 100% vesting is required.


[Note: Two Years of Service does not apply to


Elective Deferrals, Safe Harbor Contributions


or SIMPLE Contributions.]


(5)               [X]             2    month(s)  (not
exceeding 12 months                                                              [X]                    OR                   [   ]                                                 [   ]                                                     [   ]                                                       [   ]


for Elective Deferrals, Safe Harbor Contributions


and SIMPLE Contributions and not exceeding 24


months for other contributions). If more than 12


months, 100%
vesting is required. Service need


not be
continuous (no minimum Hours of Service


required, and
is mere passage of time).


(6)               [   ]                       month(s) with at least             Hours                                   [   ]                    OR                   [   ]                                                 [   ]                                                     [   ]                                                       [   ]


of Service in each month  (not exceeding 12


months for Elective Deferrals, Safe Harbor


Contributions and SIMPLE Contributions and


not exceeding 24 months for other
contributions).


If more than 12 months, 100% vesting is required.


If the Employee does not complete the designated


Hours of Service each month during the specified


monthly time period, the Employee is subject to


the one Year of Service (or two Years of Service


if elect more than 12 months) requirement with


1,000 Hours of Service per Year of Service. The


months during which the Employee completes the


specified Hours of Service (Choose
one of a. or b.):


a.                    [   ]            Consecutive. Must be
consecutive.


b.                   [   ]            Not
consecutive. Need not be consecutive.


(7)               [   ]                          Hours of Service within the                            [   ]                    OR                   [   ]                                                 [   ]                                                     [   ]                                                       [   ]


time period following the Employee's Employment


 


7

















 


Commencement Date  (not
exceeding 12 months for


Elective Deferrals, Safe Harbor Contributions and


SIMPLE Contributions and not exceeding 24 months


for other contributions). If more than 12 months,


100% vesting
is required. If the Employee does not


complete the
designated Hours of Service during the


specified
time period (if any), the Employee is


subject to
the one Year of Service (or two Years of


Service if
elect more than 12 months) requirement


with 1,000
Hours of Service per Year of Service.


[Note: The Employer may complete the second blank in
Election 14(b)(7) with "N/A" if the Employer wishes to impose an Hour
of Service requirement without specifying a time period within which an
Employee must complete the required Hours of Service.]


(8)               [   ]           Describe
eligibility conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        


[Note:
The Employer may use Election 14(b)(8) to describe different eligibility
conditions as to different Contribution Types or Employee groups (e.g., As to
all Contribution Types, no eligibility requirements for Division A Employees
and one Year of Service as to Division B Employees). The Employer also may
elect different ages for different Contribution Types and/or to specify
different months or Hours of Service requirements under Elections 14(b)(5),
(b)(6), or (b)(7) as to different Contribution Types. Any election must satisfy
Code §410(a).]


 


15.              SPECIAL ELIGIBILITY
EFFECTIVE DATE (DUAL ELIGIBILITY)  (2.01(E)).
The eligibility conditions of Election 14 (Choose
(a) or choose (b) and (c) as applicable):


 


(a)                [X]            No exceptions. Apply to all Employees.


[Note:
Elections 15(b) or (c) may trigger a coverage failure under Code §410(b).]


(b)               [   ]            Waiver of eligibility conditions for certain Employees. For all
Contribution Types, apply solely to an Eligible Employee employed or reemployed
by the Employer after                           (specify date). If the Eligible Employee
was employed or reemployed by the Employer by the specified date, the Employee
will become a Participant on the latest of: (i) the Effective Date; (ii) the
restated Effective Date; (iii) the Employee's Employment Commencement Date or
Re-Employment Commencement Date; or (iv) on the date the Employee attains
age            
(not exceeding age 21).


[Note:
If the Employer does not wish to impose an age condition under clause (iv) as
part of the requirements for the eligibility conditions waiver, leave the age
blank.]


(c)                [   ]            Describe special eligibility Effective Date(s):                                                                                                                                                                                                                                                                                                                                                                                                                                                


[Note: Under Election 15(c), the Employer may describe
special eligibility Effective Dates as to a Participant group and/or
Contribution Type (e.g., Eligibility conditions apply only as to Nonelective
Contributions and solely as to the Eligible Employees of Division B who were
hired or reemployed by the Employer after January 1, 2007).]


 


16.              YEAR OF SERVICE -
ELIGIBILITY  (2.02(A)).
(Choose (a), (b), and (c) as applicable):


[Note:
If the Employer under Election 14 elects a one or two Year(s) of Service
condition (including any requirement which defaults to such conditions under
Elections 14(b)(6), (7), and (8)) or elects to apply a Year of Service for
eligibility under any other Adoption Agreement election, the Employer should
complete Election 16. The Employer should not complete Election 16 if it elects
the Elapsed Time Method for eligibility.]


(a)                [   ]            Year
of Service. An Employee must complete             Hour(s) of Service
during the relevant Eligibility Computation Period to receive credit for one
Year of Service under Article II. [Note: The
number may not exceed 1,000. If left blank, the requirement is 1,000 Hours of
Service. Under Elections 14(b)(6) and (b)(7) and under Election 14(b)(8) if it
incorporates Elections 14(b)(6) or (7), the number is 1,000 and the Employer
should not supply any other number in the blank.]


(b)               [   ]            Subsequent
Eligibility Computation Periods. After the Initial Eligibility
Computation Period described in Section 2.02(C)(2), the Plan measures
Subsequent Eligibility Computation Periods as (Choose
one of (1), (2), or (3)):


(1)               [   ]           Plan Year. The Plan Year, beginning with the
Plan Year which includes the first anniversary of the Employee's Employment
Commencement Date.


(2)               [   ]           Anniversary
Year. The Anniversary Year, beginning with the Employee's second
Anniversary Year.


(3)               [   ]           Split. The Plan Year as described in Election 16(b)(1) as
to:                                
    (describe
Contribution Type(s)) and the Anniversary Year as described in
Election 16(b)(2) as to:                                     (describe Contribution Type(s)).


[Note:
To maximize delayed entry under a two Years of Service condition for
Nonelective Contributions or Matching Contributions, the Employer should elect
to remain on the Anniversary Year for such contributions.]


(c)                [   ]            Describe:                                                                                                                                                                                                                                                                                                                                                                                                                                      (e.g.,
Anniversary Year as to Division A and Plan Year as to Division B.) 


 


8

















 


17.              ENTRY DATE  (2.02(D)). Entry Date means the Effective
Date and (Choose one or more of (a) through
(f) as applicable):


[Note: For this Election 17, unless described
otherwise in Election 17(f), Elective Deferrals includes Pre-Tax
Deferrals, Roth Elective Deferrals and Employee Contributions, Matching
includes all Matching Contributions (except Operational QMACs under Section
3.03(C)(2)) and Nonelective includes all Nonelective Contributions (except
Operational QNECs under Section 3.04(C)(2)). Entry as to Prevailing Wage
Contributions is on the Employment Commencement Date unless the Prevailing Wage
Contract provides otherwise. See Section 2.02(D).]


                                          (1)                                                                                                                (2)                                                                      (3)                                                          (4)


                                        All                                                                                                   Elective


            Contributions                                                                   Deferrals                                   Matching                       Nonelective


(a)                [   ]            Semi-annual. The first day of the first month                                                                [   ]                                                 OR                                          [   ]                                                                   [   ]                                                       [   ]


and of the seventh month of the Plan
Year.


(b)               [   ]            First day of Plan Year                                                                                                                                                                         [   ]                                                 OR                                          [   ]                                                                   [   ]                                                       [   ]


(c)                [   ]            First day of each Plan Year quarter                                                                                                     [   ]                                                 OR                                          [   ]                                                                   [   ]                                                       [   ]


(d)               [X]            The
first day of each  month                                                                                                                                            [X]                                                 OR                                          [   ]                                                                   [   ]                                                       [   ]


(e)                [   ]            Immediate. Upon Employment Commencement Date                           [   ]                                                 OR                                          [   ]                                                                   [   ]                                                       [   ]


or if later, upon satisfaction of
eligibility conditions.


(f)                 [   ]            Describe
Entry Date(s):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    


[Note:
Under Election 17(f), the Employer may describe Entry Dates from the elections
available under Elections 17(a) through (e), or a combination thereof as to a
Participant group and/or Contribution Type or may elect additional Entry Dates
(e.g., As to Matching Contributions excluding Additional Matching, immediate as
to Division A Employees and semi-annual as to Division B Employees OR the
earlier of the Plan's semi-annual Entry Dates or the entry dates under
the Employer's medical plan).]


 


18.              PROSPECTIVE/RETROACTIVE
ENTRY DATE  (2.02(D)).
An Employee after satisfying the eligibility conditions in Election 14 will
become a Participant (unless an Excluded Employee under Election 8) on the
Entry Date (if employed on that date) (Choose
one or more of (a) through (f) as applicable):


[Note:
Unless otherwise excluded under Election 8, an Employee who remains employed by
the Employer on the relevant date must become a Participant by the earlier of:
(i) the first day of the Plan Year beginning after the date the Employee
completes the age and service requirements of Code §410(a); or (ii) 6 months
after the date the Employee completes those requirements. For this Election 18,
unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax
Deferrals, Roth Deferrals and Employee Contributions, Matching includes all
Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and
Nonelective includes all Nonelective Contributions, (except Operational QNECs
under Section 3.04(C)(2)).]


                                          (1)                                                                                                                (2)                                                                      (3)                                                          (4)


                                        All                                                                                                   Elective


            Contributions                                                                   Deferrals                                   Matching                       Nonelective


(a)                [X]            Immediately
following or coincident with the date                                  [X]                                                 OR                                          [   ]                                                                   [   ]                                                       [   ]


the Employee
completes the eligibility conditions.


(b)               [   ]            Immediately
following the date the Employee                                                              [   ]                                                 OR                                          [   ]                                                                   [   ]                                                       [   ]


completes the
eligibility conditions.


(c)                [   ]            Immediately
preceding or coincident with the date                               N/A                                                                                                         N/A                                                               [   ]                                                       [   ]


the Employee
completes the eligibility conditions.


(d)               [   ]            Immediately
preceding the date the Employee                                                           N/A                                                                                                         N/A                                                               [   ]                                                       [   ]


completes the
eligibility conditions.


(e)                [   ]            Nearest the date the Employee completes the                                                                      N/A                                                                                                         N/A                                                               [   ]                                                       [   ]


eligibility
conditions.


(f)                 [   ]            Describe
retroactive/prospective entry relative to Entry Date:                                                                                                                                                                                                                                                                                                                                                        


[Note: Under Election
18(f), the Employer may describe the timing of entry relative to an Entry Date
from the elections available under Elections 18(a) through (e), or a
combination thereof as to a Participant group and/or Contribution Type (e.g.,
As to Matching Contributions excluding Additional Matching nearest as to
Division A Employees and immediately following as to Division B Employees).]


 


19.              BREAK IN SERVICE –
PARTICIPATION  (2.03).
The one year hold-out rule described in Section 2.03(C) (Choose one of (a), (b), or (c)):


(a)                [X]            Does
not apply.


(b)                                  [   ]                               Applies. Applies to the Plan and to all Participants.


 


9
















 


(c)                [   ]            Limited
application. Applies to the Plan, but only to a Participant who
has incurred a Severance from Employment.


[Note: The Plan does not
apply the rule of parity under Code §410(a)(5)(D) unless the Employer in
Appendix B specifies otherwise. See Section 2.03(D).]


 


ARTICLE III


PLAN CONTRIBUTIONS AND FORFEITURES


 


20.              ELECTIVE DEFERRAL
LIMITATIONS  (3.02(A)).
The following limitations apply to Elective Deferrals under Elections 6(a) and
6(b), which are in addition to those limitations imposed under the basic plan
document (Choose (a) or choose (b) and (c)
as applicable):


(a)                [X]            None. No additional Plan imposed limits.


[Note: The Employer under Election 20 may not impose a
lower deferral limit applicable only to Catch-Up Eligible Participants
and the Employer's elections must be nondiscriminatory. The elected limits
apply to Pre-Tax Deferrals and to Roth Deferrals unless described
otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to
receive the maximum Safe Harbor Matching and Additional Matching Contribution
under the plan and must be permitted to defer any lesser amount; and (ii) the
Employer may limit Elective Deferrals to a whole percentage of Compensation or
to a whole dollar amount. See Section 1.54(C) as to administrative limitations
on Elective Deferrals.]


(b)               [   ]            Additional
Plan limit(s).  (Choose (1) and
(2) as applicable. Complete (3) if (1) or (2) is chosen):


(1)               [   ]           Maximum
deferral amount. A Participant's Elective Deferrals
may not exceed:                                          
    (specify dollar
amount or percentage of Compensation).


(2)               [   ]           Minimum
deferral amount. A Participant's Elective Deferrals
may not be less than:                                          
    (specify dollar
amount or percentage of Compensation).


(3)               Application of limitations. The Election 20(b)(1) and (2)
limitations apply based on Elective Deferral Compensation described in
Elections 9 – 11. If the Employer elects Plan Year/Participation Compensation
under column (1) and in Election 10 elects Participating Compensation, in the
Plan Years commencing after an Employee becomes a Participant, apply the
elected minimum or maximum limitations to the Plan Year. Apply the elected
limitation based on such Compensation during the designated time period and
only to HCEs as elected below. (Choose a. or choose b. and c. as
applicable. Under each of a., b. or c. choose one of (1) or (2).
Choose (3) if applicable):


                                                                                                                                                                                                                                                                                                                                                                 (1)                                                                                                          (2)                                                                                                          (3)


                                                                                                                                                                                                                                                                                                            Plan Year/Participating                        Payroll period                                                        HCEs only


                                                                                                                                                                                                                                                                                                                                   Compensation


a.                    [   ]            Both. Both limits                                                                                                                                                          [   ]                                                                                                       [   ]                                                                                                       [   ]


under
Elections 20(b)(1) and (2).


b.                   [   ]            Maximum
limit. The maximum                                                                                    [   ]                                                                                                       [   ]                                                                                                       [   ]


amount limit
under Election 20(b)(1).


c.                    [   ]            Minimum
limit. The minimum                                                                                        [   ]                                                                                                       [   ]                                                                                                       [   ]


amount limit
under Election 20(b)(2).


(c)                [   ]            Describe
Elective Deferral limitation(s):                                                                                                                                                                                                                                                                                                                                                                                                                                                                     


[Note: Under Election
20(c), the Employer: (i) may describe limitations on Elective Deferrals from
the elections available under Elections 20(a) and (b) or a combination thereof
as to a Participant group (e.g., No limit applies to Division A Employees.
Division B Employees may not defer in excess of 10% of Plan Year Compensation);
(ii) may elect a different time period to which the limitations apply; and/or
(iii) may apply a different limitation to Pre-Tax Deferrals and to Roth
Deferrals.]


 


21.              AUTOMATIC DEFERRAL  (3.02(B)). The Automatic Deferral
provisions of Section 3.02(B) (Choose one of
(a) or (b)):


(a)                [X]            Do not apply.


(b)               [   ]            Apply. The Automatic Deferral Effective Date is:                           (specify date). (Complete (1), (2), and (3). Choose (4) as applicable):


(1)               Automatic Deferral Amount. The Employer, as to each Participant
affected, will withhold as the Automatic Deferral Amount,            % from the Participant's
Compensation each payroll period unless the Participant makes a Contrary
Election.


(2)               Participants affected. The Automatic Deferral applies to (Choose one of a., b., c., or d.):


a.                    [   ]            All
Participants. All Participants, regardless of any prior Salary
Reduction Agreement, unless and until they make a Contrary Election after the
Automatic Deferral Effective Date.


b.                   [   ]            Election
of at least Automatic Deferral amount. All Participants,
except those who have in effect a Salary Reduction Agreement on the Automatic
Deferral Effective Date provided that the Elective Deferral amount under the
Agreement is at least equal to the Automatic Deferral Amount.


 


10

















 


c.                    [   ]            No
existing Salary Reduction Agreement. All Participants, except those who
have in effect a Salary Reduction Agreement on the Automatic Deferral Effective
Date regardless of the Elective Deferral amount under the Agreement.


d.                   [   ]            New
Participants. Each Employee whose Entry Date is on or following the
Automatic Deferral Effective Date.


(3)               Scheduled increases. The Automatic Deferral Amount will
or will not increase (as a percentage of Compensation) in Plan Years following
the Plan Year containing the Automatic Deferral Effective Date (or, if later,
the Plan Year in which the Automatic Deferral first applies to a Participant)
as follows (Choose one of a., b., or c.):


a.                    [   ]            No scheduled increase. The Automatic Deferral Amount
applies in all Plan Years.


b.                   [   ]            Scheduled increase. The Automatic Deferral Amount will
increase as follows:


Plan Year of application to a
Participant                                                                Automatic
Deferral Amount


                                                                                                                1                                                                                                                                                                                                                       3%


                                                                                                                2                                                                                                                                                                                                                       3%


                                                                                                                3                                                                                                                                                                                                                       4%


                                                                                                                4                                                                                                                                                                                                                       5%


                                                                               5 and
thereafter                                                                                                                                                                                     6%


c.                    [   ]            Other scheduled increase. The Automatic Deferral Amount will
increase as follows:


Plan Year of application to a
Participant                                                                Automatic
Deferral Amount


                                                                                                                                                                                                                                                                                                                     %


                                                                                                                                                                                                                                                                                                                     %


                                                                                                                                                                                                                                                                                                                     %


                                                                                                                                                                                                                                                                                                                     %


                                                                                                                                                                                                                                                                                                                     %


                                                                                                                                                                                                                                                                                                                     %


                                                                                                                                                                                                                                                                                                                     %


 


(4)               [   ]           Describe Automatic Deferral:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           


[Note: Under Election
21(b)(4), the Employer may describe Automatic Deferral provisions from the
elections available under Election 21 and/or a combination thereof as to a
Participant group (e.g., Automatic Deferrals do not apply to Division A
Employees. All Division B Employee/Participants are subject to an Automatic
Deferral Amount equal to 3% of Compensation effective as of January 1, 2008).]


 


22.              CODA  (3.02(C)). The CODA provisions of Section
3.02(C) (Choose one of (a) or (b)):


 


(a)                [X]            Do not apply.


(b)               [   ]            Apply. For each Plan Year for which the Employer makes a
designated CODA contribution under Section 3.02(C), a Participant may elect to
receive directly in cash not more than the following portion (or, if less, the
Elective Deferral Limit) of his/her proportionate share of that CODA
contribution (Choose one of (1) or (2)):


(1)               [   ]           All or any portion.


(2)               [   ]                      %


 


23.              CATCH-UP
DEFERRALS  (3.02(D)). A
Catch-Up Eligible Participant (Choose
one of (a) or (b)):


(a)                [X]            Permitted. May make Catch-Up Deferrals to
the Plan.


(b)               [   ]            Not Permitted. May not make Catch-Up
Deferrals to the Plan.


 


24.              MATCHING
CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION
3.05)  (3.03(A)). The
Employer Matching Contributions under Election 6(c) are subject to the
following additional elections regarding type (discretionary/fixed),
rate/amount, limitations and time period (collectively, such elections are
"the matching formula") and the allocation of Matching Contributions
is subject to Section 3.06 except as otherwise provided (Choose one or more of (a) through (g) as applicable;
then, for the elected match, complete (1), (2), and/or (3) as applicable. If
the Employer completes (2) or (3), also complete one of (4), (5), or (6)):


[Note:
If the Employer wishes to make any Matching Contributions that satisfy the ADP
or ACP safe harbor, the Employer should make these Elections under Election 30,
and not under this Election 24.]


 


11

















 


	
   

   

  	
  (1)

   

  Match

  Rate/Amt

  [$/% of Elective Deferrals]

  	
  (2)

  Limit on Deferrals Matched

  [$/% of Compensation]

  	
  (3)

   

  Limit on Match Amount

  [$/% of Compensation]

  	
  (4)

   

  Apply limit(s) per Plan Year ["true-up"]

  	
  (5)

  Apply limit(s) per  payroll
  period [no "true-up"] 

  	
  (6)

  Apply limit(s) per designated time period [no "true-up"]

  
	
  (a)                [   ]            Discretionary – see Section 1.34(B) (The Employer
  may, but is not required to complete (a)(1)-(6). See the "Note"
  following Election 24.)

  	
  ______

  	
  ______

  	
  ______

  	
  [   ]

  	
  [   ]

  	
  [   ] ______

  



 


	
  (b)               [X]            Fixed – uniform
  rate/amount

  	
    25
  percent  

  	
    6
  percent  

  	
  ______

  	
  [   ]

  	
  [X]

  	
  [   ] ______

  
	
  (c)                [   ]            Fixed – tiered

  	
  Elective

  Deferral %

             %

             %

             %

             %

  	
  Matching

  Rate

             %

             %

             %

             %

  	
  ______

  	
  ______

  	
  [   ]

  	
  [   ]

  	
  [   ] ______

  
								



 


	
  (d)               [   ]            Fixed – Years of
  Service

  	
  Years

  of Service

             

             

             

             

  	
  Matching

  Rate

             %

             %

             %

             %

  	
  ______

  	
  ______

  	
  [   ]

  	
  [   ]

  	
  [   ] ______

  



(1)               "Years of
Service" under this Election 24(d) means (Choose
one of a. or b.):


a.                    [   ]            Eligibility. Years of
Service for eligibility in Election 16.


b.                   [   ]            Vesting. Years of
Service for vesting in Elections 42 and 43.


	
  (e)                [   ]            Fixed – multiple
  formulas

  	
  Formula 1:                      

  	
  ______

  	
  ______

  	
  [   ]

  	
  [   ]

  	
  [   ] ______

  
	
   

  	
  Formula 2:                      

  	
  ______

  	
  ______

  	
  [   ]

  	
  [   ]

  	
  [   ] ______

  
	
   

  	
  Formula 3:                      

  	
  ______

  	
  ______

  	
  [   ]

  	
  [   ]

  	
  [   ] ______

  



(f)                 [X]            Related and Participating Employers. If any Related and
Participating Employers contribute Matching Contributions to the Plan, the
following apply (Complete (1) and (2)):


(1)               Matching formula. The matching formula for the
Participating Employer(s) (Choose one of a.
or b.):


a.                    [X]            All the same. Is (are) the same as for the
Signatory Employer under this Election 24.


b.                   [   ]            At
least one different. Is (are) as follows:                                                                                                                                                                                                 .


(2)               Allocation sharing. The Plan Administrator will allocate
the Matching Contributions made by the Signatory Employer and by any
Participating Employer (Choose one of a. or
b.):


a.                    [   ]            Employer
by Employer. Only to the Participants directly employed by the
contributing Employer.


b.                   [X]            Across Employer lines. To all Participants regardless of
which Employer directly employs them and regardless of whether their direct
Employer made Matching Contributions for the Plan Year.


[Note:
The Employer should not elect 24(f) unless there are Related Employers which
are also Participating Employers. See Section 1.23(D).]


 


12

















 


(g)               [   ]            Describe:                                                                                                                                                                                                                                                                                                                                                                                                                                      (e.g., A
Discretionary Matching Contribution applies to Division A Participants. A Fixed
Matching Contribution equal to 50% of Elective Deferrals not exceeding 6% of
Plan Year Compensation applies to Division B Participants.)


[Note: See Section
1.34(A) as to Fixed Matching Contributions. A Participant's Elective Deferral
percentage is equal to the Participant's Elective Deferrals divided by his/her
Compensation. The matching rate/amount is the specified rate/amount of match
for the corresponding Elective Deferral amount/percentage. Any Matching
Contributions apply to Pre-Tax Deferrals and to Roth Deferrals unless
described otherwise in Election 24(g). Matching Contributions for
nondiscrimination testing purposes are subject to the targeting limitations.
See Section 4.10(D). The Employer under Election 24(a) in its discretion may
determine the amount of a Discretionary Matching Contribution and the matching
contribution formula. Alternatively, the Employer in Election 24(a) may specify
the Discretionary Matching Contribution formula.]


 


25.              QMAC (PLAN-DESIGNATED)  (3.03(C)(1)). The following provisions
apply regarding Plan-Designated QMACs (Choose
one of (a) or (b)):


[Note: Regardless of its
elections under this Election 25, the Employer under Section 3.03(C)(2) may
elect for any Plan Year where the Plan is using Current Year Testing to make
Operational QMACs which the Plan Administrator will allocate only to NHCEs for
purposes of correction of an ADP or ACP test failure.]


(a)                [X]            Not applicable. There are no Plan-Designated
QMACs.


(b)               [   ]            Applies. There are Plan-Designated QMACs to which the
following provisions apply (Complete (1) and
(2)):


(1)               Matching Contributions affected. The following
Matching Contributions (as allocated to the designated allocation group under
Election 25(b)(2)) are Plan-Designated QMACs (Choose one of a. or b.):


a.                    [   ]            All. All Matching
Contributions.


b.                   [   ]            Designated. Only the
following Matching Contributions under Election 24:                                                                                                                                                                                                     .


(2)               Allocation Group. Subject to Section 3.06, allocate
the Plan-Designated QMAC (Choose one
of a. or b.):


a.                    [   ]            NHCEs
only. Only to NHCEs who make Elective Deferrals subject to the
Plan-Designated QMAC.


b.                   [   ]            All
Participants. To all Participants who make Elective Deferrals subject
to the Plan-Designated QMAC.


The Plan Administrator will allocate
all other Matching Contributions as Regular Matching Contributions under
Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.


[Note:
See Section 4.10(D) as to targeting limitations applicable to QMAC
nondiscrimination testing.]


 


26.              MATCHING
CATCH-UP DEFERRALS  (3.03(D)). If a Participant makes a Catch-Up
Deferral, the Employer (Choose one of (a) or
(b)):


(a)                [   ]            Match. Will apply to the Catch-Up Deferral (Choose one of (1) or (2)):


(1)               [   ]           All. All Matching
Contributions.


(2)               [   ]           Designated. The
following Matching Contributions in Election 24:                                                                                                                                                                                                                                                           .


(b)               [X]            No Match. Will not match any Catch-Up
Deferrals.


[Note: Election 26 does not apply to a safe harbor
401(k) plan unless the Employer will apply the ACP test. See Elections
37(a)(2)b. and 37(a)(2)c.(ii). In this case, Election 26 applies only to
Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic
Match or Enhanced Match to Catch-Up Deferrals. If the Employer elects to apply
the ACP test safe harbor under Election 37(a)(2)a. or 37(a)(2)c.(i), Election
26 does not apply and the Plan also will apply any Additional Match to Catch-Up
Deferrals.]


 


27.              NONELECTIVE
CONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS  (3.04(A)). The Employer Nonelective
Contributions under Election 6(d) are subject to the following additional
elections as to type and amount (Choose one
or more of (a) through (e) as applicable):


(a)                [X]            Discretionary. An amount the Employer in its sole
discretion may determine.


(b)               [   ]            Fixed.  (Choose one or
more of (1), (2), and (3) as applicable):


(1)               [   ]           Uniform
%.             % of each Participant's
Compensation, per                           (e.g., Plan Year, month).


(2)               [   ]           Fixed dollar amount. $           , per                           (e.g., Plan Year, month, HOS, per Participant per
month).


(3)               [   ]           Describe:                                                                                                                                                                                                                                                                                                                                                                                                          (specify
time period, e.g., per Plan Year quarter. If not specified, the time period is
the Plan Year).


[Note:
The Employer under Election 27(b)(3) may specify any Fixed Nonelective
Contribution formula not described under Elections 27(b)(1) or (2) (e.g., For each
Plan Year,  2% of net profits exceeding $50,000)
and/or the Employer may describe different Fixed Nonelective Contributions as
applicable to different Participant groups (e.g., A Fixed Nonelective
Contribution equal to 5% of Plan Year


 


13

















 


Compensation applies to Division A
Participants and a Fixed Nonelective Contribution equal to $500 per Participant
each Plan Year applies to Division B Participants).]


(c)                [   ]            Prevailing Wage Contribution. The Prevailing Wage Contribution
amount(s) specified for the Plan Year or other applicable period in the
Employer's Prevailing Wage Contract(s). The Employer will make a Prevailing
Wage Contribution only to Participants covered by the Contract and only as to
Compensation paid under the Contract. If the Participant accrues an allocation
of Employer Contributions (including forfeitures) under the Plan or any other
Employer plan in addition to the Prevailing Wage Contribution, the Plan
Administrator will (Choose one of (1) or
(2)):


(1)               [   ]           No
offset. Not reduce the Participant's Employer Contribution
allocation by the amount of the Prevailing Wage Contribution.


(2)               [   ]           Offset. Reduce the
Participant's Employer Contribution allocation by the amount of the Prevailing
Wage Contribution.


(d)               [X]            Related and Participating Employers. If any Related and
Participating Employers contribute Nonelective Contributions to the Plan, the
contribution formula(s) (Choose one of (1)
or (2)):


(1)               [X]           All the same. Is (are) the same as for the
Signatory Employer under this Election 27.


(2)               [   ]           At
least one different. Is (are) as follows:                                                                                                                                                                              .


[Note:
The Employer should not elect 27(d) unless there are Related Employers which
are also Participating Employers. See Section 1.23(D). The Employer electing
27(d) also must complete Election 28(g) as to the allocation methods which
apply to the Participating Employers.]


(e)                [   ]            Describe:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             


[Note:
Under Election 27(e), the Employer may describe the amount and type of
Nonelective Contributions from the elections available under Election 27 and/or
a combination thereof as to a Participant group (e.g., A Discretionary
Nonelective Contribution applies to Division A Employees. A Fixed Nonelective
Contribution equal to 5% of Plan Year Compensation applies to Division B
Employees).]


 


28.              NONELECTIVE
CONTRIBUTION ALLOCATION  (3.04(B)).
The Plan Administrator, subject to Section 3.06, will allocate to each
Participant any Nonelective Contribution (excluding QNECs) under the following
contribution allocation formula (Choose one
or more of (a) through (h) as applicable):


(a)                [X]            Pro rata. As a uniform percentage of
Participant Compensation.


(b)               [   ]            Permitted
disparity. In accordance with the permitted disparity allocation
provisions of Section 3.04(B)(2), under which the following permitted disparity
formula and definition of "Excess Compensation" apply (Complete (1) and (2)):


(1)               Formula  (Choose one of a.
or b.):


a.                    [   ]            Two-tiered.


b.                   [   ]            Four-tiered.


(2)               Excess Compensation. For purposes of Section 3.04(B)(2),
"Excess Compensation" means Compensation in excess of (Choose one of a. or b.):


a.                    [   ]            Percentage
amount.          
  % (not exceeding
100%) of the taxable wage base in effect on the first day of the
Plan Year, rounded to the next highest $             (not exceeding the taxable wage base).


b.                   [   ]            Dollar
amount. The following amount: $             (not exceeding the taxable wage base in effect on the
first day of the Plan Year).


(c)                [   ]            Incorporation
of contribution formula. The Plan Administrator will allocate
any Fixed Nonelective Contribution under Elections 27(b), 27(d) or 27(e), or
any Prevailing Wage Contribution under Election 27(c), in accordance with the
contribution formula the Employer adopts under those Elections.


(d)               [   ]            Classifications
of Participants. In accordance with the
classifications allocation provisions of Section 3.04(B)(3). The
classifications are (Choose one of (1), (2),
or (3)):


[Note:  Typically, the Employer would elect 28(d) where it
intends to satisfy nondiscrimination requirements using "cross-testing"
under Treas. Reg. §1.401(a)(4)-8. However, choosing this election does
not necessarily require application of cross-testing and the Plan may be
able to satisfy nondiscrimination as to its classification-based allocations
by testing allocation rates.]


(1)               [   ]           Each
in own classification. Each Participant constitutes a
separate classification.


(2)               [   ]           NHCEs/HCEs. Nonhighly
Compensated Employee/Participants and Highly Compensated Employee/Participants.


(3)               [   ]           Describe the classifications:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     


 


14
















 


[Note: Any
classifications under Election 28(d) must result in a definitely determinable
allocation under Treas. Reg. §1.401-1(b)(1)(ii) and must constitute a
reasonable classification within the meaning of Treas. Reg. §1.410(b)-4(b).
The number of allocation rates is subject to the limitations in Section
3.04(B)(3)(b). Standard interest and mortality assumptions under Treas. Reg.
§1.401(a)(4)-12 apply. In the case of a self-employed Participant,
the requirements of Treas. Reg. §1.401(k)-1(a)(6) apply and the
allocation method should not result in a cash or deferred election for the self-employed
Participant. The Employer by the due date of its tax return (including
extensions) must advise the Plan Administrator or Trustee in writing as to the
allocation rate applicable to each Participant under Election 28(d)(1) or
applicable to each classification under Elections 28(d)(2) or (3) for the
allocation Plan Year. Under Election 28(d)(1), the Employer may decide from
year to year the classification (allocation rate) applicable to each
Participant, without the need to amend the Plan to change the classification.]


(e)                [   ]    Age-based. In accordance with the age-based allocation
provisions of Section 3.04(B)(5). The Plan Administrator will use the Actuarial
Factors based on the following assumptions (Complete
both (1) and (2)):


(1)     Interest rate.  (Choose one of a., b., or c.):


a.       [   ]    7.5%                 b.       [   ]    8.0%                 c.       [   ]    8.5%


(2)     Mortality table.  (Choose one of a. or b.):


a.                    [   ]    UP-1984. See Appendix D.


b.                   [   ]    Alternative:                                           
    (Specify 1983 GAM,
1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables using such
mortality table and the specified interest rate as replacement Appendix D.)


(f)                 [   ]    Uniform points. In accordance with the
uniform points allocation provisions of Section 3.04(B)(6). Under the uniform
points allocation formula, a Participant receives (Choose one or both of (1) and (2). Choose (3) if applicable):


(1)               [   ]    Years of Service.                           point(s)
for each Year of Service. The maximum number of Years of Service counted for
points is                      
  .


"Year of Service" under this Election 28(f) means (Choose one of a. or b.):


a.                    [   ]    Eligibility. Years of Service for
eligibility in Election 16.


b.                   [   ]    Vesting. Years of Service for vesting in Elections 42 and 43.


[Note: A Year of Service must satisfy Treas. Reg.
§1.401(a)(4)-11(d)(3) for the uniform points allocation to qualify as a
safe harbor allocation under Treas. Reg. §1.401(a)(4)-2(b)(3).]


(2)               [   ]    Age.                           point(s)
for each year of age attained during the Plan Year.


(3)               [   ]    Compensation.                           point(s)
for each $        
     (not to exceed
$200) increment of Plan Year Compensation.


(g)                [X]    Related and Participating Employers. If any
Related and Participating Employers contribute Nonelective Contributions to the
Plan, the Plan Administrator will allocate the Nonelective Contributions made
by the Participating Employer(s) under Election 27(d) (Complete (1) and (2)):


(1)               Allocation Method.  (Choose one of a. or b.):


a.                    [X]    All
the same. Using the same
allocation method as applies to the Signatory Employer under this Election 28.


b.                   [   ]    At least one different. Under the following allocation method(s):                                                                              .


(2)               Allocation sharing. The Plan Administrator will allocate the Nonelective
Contributions made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):


a.                    [   ]    Employer by Employer. Only to the Participants directly employed by the
contributing Employer.


b.                   [X]    Across
Employer lines.
To all Participants regardless of which Employer directly employs them and
regardless of whether their direct Employer made Nonelective Contributions for
the Plan Year.


[Note: The Employer
should not elect 28(g) unless there are Related Employers which are also
Participating Employers. See Section 1.23(D) and Election 27(d). If the
Employer elects 28(g)(2)a., the Employer should also elect 11(b)(8)b., to
disregard the Compensation paid by "Y" Participating Employer in
determining the allocation of the "X" Participating Employer
contribution to a Participant (and vice versa) who receives Compensation from
both X and Y. If the Employer elects 28(g)(2)b., the Employer should not elect
11(b)(8)b. Election 28(g)(2)a. does not apply to Safe Harbor Nonelective
Contributions.]


(h)               [   ]    Describe:                                                                                                                                                                                            (e.g., Pro
rata as to Division A Participants and Permitted Disparity (two-tiered at 100%
of the SSTWB) as to Division B Participants.)


 


15

















 


29.     QNEC (PLAN-DESIGNATED)
(3.04(C)(1)). The following
provisions apply regarding Plan-Designated QNECs (Choose one of (a) or (b)):


[Note: Regardless of its elections under this Election
29, the Employer under Section 3.04(C)(2) may elect for any Plan Year where the
Plan is using Current Year Testing to make Operational QNECs which the Plan
Administrator will allocate only to NHCEs for purposes of correction of an ADP
or ACP test failure.]


(a)                [   ]    Not applicable. There are no Plan-Designated QNECs.


(b)               [X]    Applies. There are Plan-Designated QNECs to which the
following provisions apply (Complete (1),
(2), and (3)):


(1)               Nonelective Contributions affected. The following Nonelective Contributions (as allocated to
the designated allocation group under Election 29(b)(2)) are Plan-Designated
QNECs (Choose one of a. or b.):


a.                    [   ]    All. All Nonelective Contributions.


b.                   [X]    Designated. Only the following Nonelective Contributions under Election
27:  An amount the Employer in its
sole discretion may determine up to the full amount of the Discretionary
Nonelective Contribution under Election 27(a).          .


(2)               Allocation Group. Subject to Section 3.06, allocate the Plan-Designated
QNEC (Choose one of a. or b.):


a.                    [X]    NHCEs
only. Only to NHCEs under
the method elected in Election 29(b)(3).


b.                   [   ]    All Participants. To all Participants under the method elected in Election
29(b)(3).


(3)               Allocation Method. The Plan Administrator will allocate a Plan-Designated
QNEC using the following method (Choose one
of a., b., c., or d.):


a.                    [X]    Pro
rata.


b.                   [   ]    Flat dollar.


 


c.                    [   ]    Reverse. See Section 3.04(C)(3).


d.                   [   ]    Describe:                                                                                                                                                                        


[Note: Any allocation method the Employer elects under
Election 29(b)(3)d. must be definitely determinable. See Section 4.10(D) as to
targeting limitations applicable to QNEC nondiscrimination testing.]


 


30.     SAFE HARBOR
401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS)  (3.05). The Employer under Election 6(e)
will (or in the case of the Safe Harbor Nonelective Contribution may)
contribute the following Safe Harbor Contributions described in Section 3.05(E)
and will or may contribute Additional Matching Contributions described in
Section 3.05(F) (Choose one of (a), (b),
(c), or (d) when and as applicable. Complete (e) and (h). Choose (f), (g), and
(i) as applicable): 


(a)                [   ]    Safe Harbor Nonelective Contribution. The
Safe Harbor Nonelective Contribution equals            % of a Participant's
Compensation [Note: The amount in the blank
must be at least 3%. The Safe
Harbor Nonelective Contribution applies toward (offsets) most other Employer
Nonelective Contributions. See Section 3.05(E)(11).]


(b)               [   ]    Safe Harbor Nonelective Contribution/delayed
year-by-year election (maybe and  supplemental notices).
In connection with the Employer's provision of the maybe notice under Section
3.05(I)(1), the Employer elects into safe harbor status by giving the
supplemental notice and by making this Election 30(b) to provide for a Safe
Harbor Nonelective Contribution equal to            % (specify amount at least equal to 3%) of a
Participant's Compensation. This Election 30(b) and safe harbor status applies for
the Plan Year ending:                                          
    (specify Plan Year
end), which is the Plan Year to which the Employer's maybe and
supplemental notices apply. 


[Note: If the Employer makes a delayed election into
safe harbor status under Section 3.05(I)(1), the Employer must amend the Plan
to provide for a Safe Harbor Nonelective Contribution equal to at least 3% of
each Participant's Compensation. The Employer may make this amendment by
substitute Adoption Agreement page (electing Election 30(b)) or by another form
of amendment under Section 11.02(B). An Employer using the maybe notice should
not elect a Safe Harbor Nonelective Contribution under Election 30(a) unless
the Employer intends to continue safe harbor status under this election in the
subsequent Plan Year. By making its amendment into safe harbor status under
Election 30(b), the Employer avoids the need to further amend the Plan if the
Employer is not certain that it will apply the safe harbor in the subsequent
Plan Year. By contrast, an Employer which gave the maybe notice and has decided
to make the Safe Harbor Nonelective Contribution for that year and for future
years should use Election 30(a). The Employer only elects 30(a) and should not
elect 30(b) if prior to the Plan Year the Employer unequivocally decides to
elect safe harbor status for the Plan Year and provides a safe harbor notice
consistent with this election rather than giving the maybe notice. If the
Employer gives the maybe notice and the Employer will or may make Matching
Contributions, the Employer should elect Additional Matching under Election
30(h)(and should not elect Matching Contributions under Election 24) if it
wishes to avoid ACP testing.]


 


16

















 


(c)                [   ]    Basic Matching Contribution. A Matching
Contribution equal to 100% of each Participant's Elective Deferrals not
exceeding 3% of the Participant's Compensation, plus 50% of each Participant's
Elective Deferrals in excess of 3% but not in excess of 5% of the Participant's
Compensation. See Sections 1.34(E) and 3.05(E)(4). (Complete (1)):


(1)               Time period. For purposes of this Election 30(c),
"Compensation" and "Elective Deferrals" mean Compensation
and Elective Deferrals for:                                             . [Note: The Employer must complete the blank line with
the applicable time period for computing the Basic Match, such as "each
payroll period," "each calendar month," "each Plan Year
quarter" or "the Plan Year."]


(d)               [   ]    Enhanced Matching Contribution. See
Sections 1.34(F) and 3.05(E)(5). (Choose one
of (1) or (2) and complete (3) for any election):


(1)               [   ]    Uniform percentage. A Matching Contribution
equal to         
  % of each Participant's Elective Deferrals but not as to
Elective Deferrals exceeding            % of the Participant's
Compensation.


(2)               [   ]    Tiered formula. A Matching Contribution
equal to the specified matching rate for the corresponding level of each
Participant's Elective Deferral percentage. A Participant's Elective Deferral
percentage is equal to the Participant's Elective Deferrals divided by his/her
Compensation.


Elective
Deferral Percentage                                           Matching
Rate


           %                                                                         %


           %                                                                         %


        
  %                                                                         %


(3)               Time period. For purposes of this Election 30(d),
"Compensation" and "Elective Deferrals" mean Compensation
and Elective Deferrals for:                                          
  . [Note: The Employer
must complete the blank line with the applicable time period for computing the
Enhanced Match, such as "each payroll period," "each calendar
month," "each Plan Year quarter" or "the Plan Year."]


[Note: The matching rate may not increase as the
Elective Deferral percentage increases and the Enhanced Matching formula
otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii).
If the Employer elects to satisfy the ACP safe harbor under Election
37(a)(2)a., the Employer also must limit Elective Deferrals taken into account
for the Enhanced Matching Contribution to a maximum of 6% of Plan Year
Compensation.]


(e)                Participants who will
receive Safe Harbor Contributions. The allocation of Safe Harbor Contributions (Choose one of (1), (2), or (3)):


(1)               [   ]    Applies to all Participants. Applies to all Participants except as may be limited under
Election 30(f).


(2)               [   ]    NHCEs only. Is limited to NHCE Participants only and may be limited
further under Election 30(f). No HCE will receive a Safe Harbor Contribution
allocation.


(3)               [   ]    NHCEs and designated HCEs. Is limited to NHCE Participants and to the following HCE
Participants and may be limited further under Election 30(f):                                                                                                                                                                            .


[Note: Any HCE allocation group the Employer describes
under Election 30(e)(3) must be definitely determinable.  (e.g., Division "A" HCEs OR HCEs who own
more than 5% of the Employer without regard to attribution rules).]


(f)                 [   ]    Early Elective Deferrals/delay of Safe
Harbor Contribution.
The Employer may elect this Election 30(f) only if the Employer in Election 14
elects eligibility requirements for Elective Deferrals of less than age 21 and
one Year of Service but elects age 21 and one Year of Service for Safe Harbor
Matching or for Safe Harbor Nonelective Contributions. The Employer under this
Election 30(f) limits the allocation of any Safe Harbor Contribution under
Election 30 for a Plan Year to those Participants: (i) who have attained age
21; (ii) who have completed one Year of Service; and (iii) who the Plan
Administrator in applying the OEE rule described in Section 4.06(C), treats as
benefiting in the disaggregated plan covering the Includible Employees. Those
Participants in the Plan Year whom the Plan Administrator treats as Otherwise
Excludable Employees will not receive any Safe Harbor Contribution allocation
and the Plan Administrator will apply the ADP (and, as applicable the ACP)
test(s) to the disaggregated plan benefiting the Otherwise Excludable
Employees. If the Employer in Election 10(a)(2) has elected "Participating
Compensation" for allocating Elective Deferrals, Nonelective Contributions
or Matching Contributions (as relevant to the allocation under this Election 30
based on the Contribution Type), the Plan Administrator, in allocating the Safe
Harbor Contribution for the Plan Year in which the Participant crosses over to
the Includible Employees group, will count Compensation and Elective Deferrals
only on and following the Cross-Over Date. See Section 3.05(D).


(g)                [   ]    Another plan. The Employer will make the
Safe Harbor Contribution to the following plan:                                                       .


(h)               Additional Matching Contributions. See Sections 1.34(G) and 3.05(F). (Choose one of (1) or (2)):


(1)               [   ]    No Additional Matching Contributions. The
Employer will not make any Additional Matching Contributions to its safe harbor
Plan.


 


17

















 


(2)               [   ]    Additional Matching Contributions. The Employer will or may make the following Additional
Matching Contributions to its safe harbor Plan. (Choose a. and b. as applicable):


a.                    [   ]    Fixed Additional Matching Contribution. The
following Fixed Additional Matching Contribution (Choose (i) and (ii) as applicable and complete (iii) for any election):


(i)                  [   ]    Uniform percentage. A Matching Contribution equal to            % of each Participant's
Elective Deferrals but not as to Elective Deferrals exceeding            % of the Participant's
Compensation.


(ii)               [   ]    Tiered formula. A Matching Contribution
equal to the specified matching rate for the corresponding level of each
Participant's Elective Deferral percentage. A Participant's Elective Deferral
percentage is equal to the Participant's Elective Deferrals divided by his/her
Compensation.


Elective
Deferral Percentage                                           Matching
Rate


           %                                                                         %


           %                                                                         %


        
  %                                                                         %


(iii)             Time period. For purposes of this Election 30(h)(2)a.,
"Compensation" and "Elective Deferrals" mean Compensation
and Elective Deferrals for:                                                     . [Note: The Employer must complete the blank line with the applicable
time period for computing the Additional Match, e.g., "each payroll
period," "each calendar month," "each Plan Year
quarter" OR "the Plan Year." If the Employer elects a match
under both (i) and (ii) and will apply a different time period to each match,
the Employer may indicate as such in the blank line.]


b.                   [   ]    Discretionary Additional Matching
Contribution. The Employer
may make a Discretionary Additional Matching Contribution. If the Employer
makes a Discretionary Matching Contribution, the Discretionary Matching Contribution
will not apply as to Elective Deferrals exceeding            % of the Participant's
Compensation (complete the blank if
applicable or leave blank).


[Note: If the Employer
elects to satisfy the ACP safe harbor under Election 37(a)(2)a. or 37(a)(2)c.(i),
then as to any and all Matching Contributions, including Fixed Additional
Matching Contributions and Discretionary Additional Matching Contributions: (i)
the matching rate may not increase as the Elective Deferral percentage
increases; (ii) no HCE may be entitled to a greater rate of match than any
NHCE; (iii) the Employer must limit Elective Deferrals taken into account for
the Additional Matching Contributions to a maximum of 6% of Plan Year
Compensation; (iv) the Plan must apply all Matching Contributions to Catch-Up
Deferrals; and (v) in the case of a Discretionary Additional Matching
Contribution, the contribution amount may not exceed 4% of the Participant's
Plan Year Compensation.]


(i)                  [   ]    Multiple Safe Harbor Contributions in
disaggregated Plan.
The Employer elects to make different Safe Harbor Contributions and/or
Additional Matching Contributions to disaggregated parts of its Plan under
Treas. Reg. §1.401(k)-1(b)(4) as follows:                  (Specify
contributions for disaggregated plans, e.g., as to Collectively Bargained
Employees a 3% Nonelective Safe Harbor Contribution applies and as to non-Collectively
Bargained Employees, the Basic Matching Contribution applies).


 


31.     ALLOCATION
CONDITIONS  (3.06(B)/(C)). The
Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii)
Safe Harbor Contributions; (iii) commencing as of the Final 401(k) Regulations
Effective Date, Additional Matching Contributions which will satisfy the ACP
test safe harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi)
Designated IRA Contributions; (vii) SIMPLE Contributions; or (viii) Prevailing
Wage Contributions, except as may be required by the Prevailing Wage Contract.
To receive an allocation of Matching Contributions, Nonelective Contributions
or Participant forfeitures, a Participant must satisfy the following allocation
condition(s) (Choose one of (a) or (b). Choose (c) if applicable):


(a)                [   ]    No conditions. No allocation conditions apply to Matching Contributions,
to Nonelective Contributions or to forfeitures.


(b)               [X]    Conditions. The following allocation conditions apply to the designated
Contribution Type and/or forfeitures (Choose
one or more of (1) through (7) as applicable):


[Note: For this Election
31, except as the Employer describes otherwise in Election 31(b)(7) or as
provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and
Operational QNECs, Matching includes all Matching Contributions and Nonelective
includes all Nonelective Contributions to which allocation conditions may
apply. The Employer under Election 31(b)(7) may not impose an Hour of Service
condition exceeding 1,000 Hours of Service in a Plan Year.]


 


18

















 


                                                                                                                   (1)                                   (2)                     (3)                      (4)


                                                                                                            Matching,


                                                                                                           Nonelective


                                                                                                       and
Forfeitures                  Matching         Nonelective     Forfeitures


(1)     [X]    None.                                                                            N/A                                 [X]                    [   ]                     [   ]


(See Election


       31(a))


(2)     [X]    501 HOS/terminees (91 consecutive days if             [   ]                OR            [  
]                    [X]                     [   ]


Elapsed Time). See Section 3.06(B)(1)(b).


(3)     [   ]    Last day of the Plan Year.                                         [   ]                OR            [  
]                    [   ]                     [   ]


(4)     [   ]    Last day of the Election 31(c) time period.              [  
]                OR            [  
]                    [   ]                     [   ]


(5)     [   ]    1,000 HOS
in the Plan Year (182 consecutive         [   ]                OR            [  
]                    [   ]                     [   ]


days in Plan Year if Elapsed Time).


(6)     [   ]                (specify) HOS within the Election               [   ]                OR            [  
]                    [   ]                     [   ]


31(c) time period, (but not exceeding 1,000 HOS


in a Plan Year).


(7)               [   ]    Describe conditions:                                                                                                                                                                (e.g., Last
day of the Plan Year as to Nonelective Contributions for Participating Employer
"A" Participants. No allocation conditions for Participating Employer
"B" Participants).


(c)           [   ]  Time period. Under Section 3.06(C), apply
Elections 31(b)(4), (b)(6) or (b)(7) to the specified contributions/forfeitures
based on each (Choose one of (1) through
(5)):


(1)     [   ]    Plan Year                                                                     [   ]                OR            [  
]                    [   ]                     [   ]


(2)     [   ]    Plan Year
quarter                                                       [   ]                OR            [   ]                    [   ]                     [   ]


(3)     [   ]    Calendar month                                                         [   ]                OR            [  
]                    [   ]                     [   ]


(4)     [   ]    Payroll period                                                             [   ]                OR            [  
]                    [   ]                     [   ]


(5)               [   ]    Describe time period:                                                                                                                                                             


[Note: If the Employer elects 31(b)(4) or (b)(6), the
Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if
applicable.]


 


32.     ALLOCATION
CONDITIONS – APPLICATION/WAIVER/SUSPENSION
(3.06(D)/(F)). Under Section 3.06(D), in the event of Severance from
Employment as described below, apply or do not apply Election 31(b) allocation
conditions to the specified contributions/forfeitures as follows (If the Employer elects 31(b), the Employer must
complete Election 32. Choose one of (a) or (b). Complete (c)):


[Note: For this Election 32, except as the Employer
describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2)
and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching
includes all Matching Contributions and Nonelective includes all Nonelective
Contributions to which allocation conditions may apply.]


(a)                [X]    Total waiver or application. If a
Participant incurs a Severance from Employment on account of or following
death, Disability, attainment of Normal Retirement Age, or attainment of Early
Retirement Age as specified (Choose one of
(1) or (2)):


(1)               [   ]    Do not apply. Do not apply elected
allocation conditions to Matching Contributions, to Nonelective Contributions
or to forfeitures.


(2)     [X]    Apply. Apply elected allocation conditions
to Matching Contributions, to Nonelective Contributions and to forfeitures.


 


19
















 


                                                                                                                   (1)                                   (2)                     (3)                      (4)


                                                                                                            Matching,


                                                                                                           Nonelective


                                                                                                       and
Forfeitures                  Matching         Nonelective     Forfeitures


(b)     [   ]    Application/waiver
as to Contribution


Types events. If a Participant incurs a


Severance from Employment, apply allocation


conditions except such
conditions are waived if


Severance is on account of or following death,


Disability, attainment of Normal Retirement Age, 


or attainment of Early Retirement Age as specified, 


and as applied to the specified Contribution 


Types/forfeitures (Choose
(1), (2), (3) and (4) as 


applicable):


(1)     [   ]    Death                                                                           [   ]                OR            [  
]                    [   ]                     [   ]


(2)     [   ]    Disability                                                                     [   ]                OR            [  
]                    [   ]                     [   ]


(3)     [   ]    Normal
Retirement Age                                            [   ]                OR            [  
]                    [   ]                     [   ]


(4)     [   ]    Early
Retirement Age                                                [   ]                OR            [  
]                    [   ]                     [   ]


 


(c)                Suspension. The suspension of allocation conditions of Section 3.06(F) (Choose one of (1) or (2)):


(1)     [   ]    Applies. Applies as follows (Choose one of a., b., or c.):


a.       [   ]    Both. Applies both to Nonelective
Contributions and to Matching Contributions.


b.      [   ]    Nonelective. Applies only to
Nonelective Contributions.


c.       [   ]    Match. Applies only to Matching
Contributions.


(2)     [X]    Does not
apply.


 


33.     FORFEITURE
ALLOCATION METHOD  (3.07). The
Plan Administrator will allocate a Participant forfeiture attributable to all
Contribution Types or attributable to all Nonelective Contributions or to all
Matching Contributions as follows (Choose
one or more of (a) through (g) as applicable. Choose (e) only in conjunction
with at least one other election):


[Note: Even if the
Employer elects immediate vesting, the Employer should                         (1)                                     (2)                      (3)


complete Election 33. See Section 7.07.]                                                                                All                              Nonelective       Matching


                                                                                                                                        Forfeitures                       Forfeitures      Forfeitures


(a)     [   ]    Additional
Nonelective. Allocate as additional Discretionary                        [   ]                OR               [   ]                     [   ]


Nonelective Contribution.


(b)     [   ]    Additional
Match. Allocate as additional Discretionary Matching                 [   ]                OR               [   ]                     [   ]


Contribution.


(c)     [X]    Reduce Nonelective. Apply to Nonelective
Contribution.                             [X]                OR               [   ]                     [   ]


(d)     [X]    Reduce Match. Apply to Matching
Contribution.                                          [X]                OR               [   ]                     [   ]


(e)     [X]    Plan expenses. Pay reasonable Plan expenses
first (See Section                     [X]                OR               [   ]                     [   ]


7.04(C)), then allocate in the manner described above.


(f)                 [   ]    Safe harbor/top-heavy exempt. Apply
all forfeitures to Safe Harbor Contributions and Plan expenses in accordance
with Section 3.07(A)(4).


(g)                [   ]    Describe:                                                                                                                                                                                            (e.g.,
Forfeitures attributable to transferred balances from Plan X are allocated only
to former Plan X participants.)


 


34.     FORFEITURE
ALLOCATION TIMING  (3.07(B)).
See Sections 3.07, 5.07 and 7.07 as to when a forfeiture occurs. Once a
forfeiture occurs, this Election 34 determines the timing of the forfeiture
allocation. The Plan Administrator will allocate a Participant's forfeiture (Choose one or both of (a) and (b) as applicable):


                                                                                                                                               (1)                                     (2)                      (3)


                                                                                                                                               All                              Nonelective       Matching


                                                                                                                                        Forfeitures                       Forfeitures      Forfeitures


(a)     [X]    Same Plan Year. In the same Plan Year in
which the designated                    [X]                OR               [   ]                     [   ]


forfeiture occurs.


 


20

















 


(b)     [   ]    Next Plan
Year. In the Plan Year following the Plan Year in which                [   ]                OR               [   ]                     [   ]


the designated forfeiture occurs.


[Note: The elected forfeiture allocation timing
applies irrespective of when the Employer makes its contribution(s), if any,
for a Plan Year. Even if the Employer elects immediate vesting, the Employer
should complete Election 34. See Sections 3.07 and 7.07.]


 


35.     EMPLOYEE
(AFTER-TAX) CONTRIBUTIONS  (3.09).
The following additional elections apply to Employee Contributions under
Election 6(f). (Complete (a) and (b)):


(a)                Limitations. The Plan permits Employee Contributions subject to the
following limitations, if any, in addition to those already imposed under the
Plan (Choose one of (1) or (2)):


(1)               [   ]    None. No additional limitations.


(2)               [   ]    Additional limitations. The following additional limitations:                                                                                                 .


[Note: Any designated
limitation(s) must be the same for all Participants and must be definitely
determinable.]


(b)               Matching Contributions.  (Choose one of (1) or
(2)):


(1)               [   ]    None. The Employer will not make any Matching Contributions based
on Employee Contributions.


(2)               [   ]    Applies. For each Plan Year, the Employer's Matching Contribution
made as to Employee Contributions is:


                                                                                                                                                                                                   .


 


36.     DESIGNATED
IRA CONTRIBUTIONS  (3.12).
Under Election 6(h), a Participant may make Designated IRA Contributions
effective for Plan Years beginning after                           (date specified must be no
earlier than December 31, 2002). (Complete (a) and (b)):


(a)                Type of IRA contribution. A Participant's Designated IRA Contributions will be (Choose one of (1), (2), or (3)):


(1)     [   ]    Traditional.


(2)     [   ]    Roth.


(3)     [   ]    Traditional/Roth. As the Participant
elects at the time of contribution.


(b)               Type of Account. A Participant's Designated IRA Contributions will be held
in the following form of Account(s) (Choose
one of (1), (2), or (3)):


(1)     [   ]    IRA.


(2)     [   ]    Individual Retirement Annuity.


(3)     [   ]    IRA/Individual Retirement Annuity.
As the Participant elects at the time of contribution.


 


ARTICLE
IV


LIMITATIONS
AND TESTING


 


[Note: The Employer, in
the "Effective as of execution" column under Election 37, must elect
those testing elections which are: (i) in effect as of date of the Employer's
execution of this Adoption Agreement; and (ii) if the Adoption Agreement
restates the Plan, also are  retroactive
to the later of the Plan's original Effective Date or EGTRRA restated Effective
Date, except as indicated in Appendix A. If the Employer wishes to change any
testing election after it executes this Adoption Agreement, the Employer
must elect the changes in the "Changes post-execution" column
under Election 37, and the Employer must specify the Plan Year Effective
Date(s) of any changed election. The Employer may complete the Effective Date
blanks specifying the changed election applies to a single Plan Year (e.g.,
"2011 only"), or a range of Plan Years (e.g., "2011-2015")
or may specify the change as becoming effective in a specified Plan Year (e.g.,
"commencing 2010"). If the Employer specifies a single Plan Year only
or specifies a range of Plan Years, the Plan becomes subject to the election in
the "Effective as of execution" column in the Plan Years commencing
after the specified Year(s), unless the Employer subsequently changes the
election. If the Employer specifies the change as commencing in a Plan Year,
the election applies in the specified Plan Year and in all following Plan Years
unless the Employer subsequently changes the election.]


 


37.     ANNUAL
TESTING ELECTIONS  (4.06(B)).
The Employer makes the following Plan specific annual testing elections under
Section 4.06(B). (Complete (a) and (b)):


                                                                                                                                              (1)                                                (2)


                                                                                                                           Effective as of execution           Changes
post-execution


                                                                                                                                  (and
retroactively                       (specify Plan Year


                                                                                                                                    if
restatement)                          Effective Date(s))


(a)     Nondiscrimination
testing.  (Choose one or more of
(1), (2), or (3)):


(1)     [X]    Traditional
401(k) Plan/ADP/ACP test.


The
following testing method(s) apply


(Choose a. and b. as applicable):


 


21

















 


[Note: The Plan may
"split test" for Plan Years commencing in 2005.]


a.       [   ]    Current
Year Testing. See Section 4.11(E). 


Current
Year Testing applies to the ADP/ACP tests


as
elected below (Choose one or both of (i) and
(ii)):


(i)      [   ]    ADP test.                                                                             [   ]                               [   ]  Effective
Date(s):


                                   


(ii)     [   ]    ACP test.                                                                             [   ]                               [   ]  Effective
Date(s):


                                   


[Note: The Employer may leave (ii) blank if the Plan
does not permit Matching Contributions or Employee Contributions and the Plan
Administrator will not recharacterize Elective Deferrals as Employee
Contributions for testing.]


b.      [X]    Prior Year
Testing. See Section 4.11(I).


Prior
Year Testing applies to the ADP/ACP tests as


elected
below. See Sections 4.10(B)(4)(f)(iv) and


4.10(C)(5)(e)(iv)
as to the first Plan Year. (Choose


one or both of (i) and (ii)):


(i)      [X]    ADP test.                                                                             [X]                               [   ]  Effective Date(s):


                                   


(ii)     [X]    ACP test.                                                                             [X]                               [   ]  Effective Date(s):


                                   


[Note: The Employer may leave (ii) blank if the Plan
does not permit Matching Contributions or Employee Contributions and the Plan
Administrator will not recharacterize Elective Deferrals as Employee
Contributions for testing.]


(2)     [   ]    Safe Harbor Plan/No testing or ACP test only.


(Choose
one of a., b., or c.):


a.       [   ]    No testing.                                                                                    [   ]                               [   ]  Effective Date(s):


ADP
test safe harbor applies and if applicable,                                                                                                           


ACP test safe
harbor applies.


b.      [   ]    ACP test only.


ADP
test safe harbor applies, but Plan will perform


ACP
test as follows (Choose one of (i) or (ii)):


(i)      [   ]    Current
Year Testing.                                                      [   ]                               [   ]  Effective
Date(s):


                                   


(ii)     [   ]    Prior Year
Testing.                                                            [   ]                               [   ]  Effective
Date(s):


                                   


[Note: The Employer may elect Prior Year Testing under
Election 37(a)(2)b.(ii) only for Plan Years after the Final 401(k) Regulations
Effective Date.]


c.       [   ]    Possible
delayed election.                                                          [   ]                               [   ]  Effective
Date(s):


(maybe notice/supplemental notice)                                                                                                                             


The Employer under Section 3.05(I)(1) may treat the Plan as a
Traditional 401(k) Plan or may make a delayed election to treat the Plan as a
Safe Harbor 401(k) Plan. If the Employer gives the maybe and supplemental
notices and amends the Plan to provide for the Safe Harbor Nonelective Contribution,
the Plan is an ADP test safe harbor plan for the Plan Year to which the maybe
and supplemental notices and the amendment apply. If the Employer does not give
the supplemental notice, the Plan is a Traditional 401(k) Plan, subject to ADP
Current Year Testing and, if applicable, to ACP Current Year Testing. If the
Employer gives the supplemental notice and amends the Plan to provide for the
Safe Harbor Nonelective Contribution, and
the Employer has elected Additional Matching Contributions under Election 30(h)
(Choose one of (i) or (ii)):


(i)                  [   ]    No testing. ADP and ACP test safe harbors apply. The Employer's
elections under 30(h) as to Additional Matching Contributions satisfy the ACP
safe harbor requirements and the Employer elects to apply the Election 30(h)
stated ACP test safe harbor conditions (see the Note following Election 30(h))
as to all Additional Matching Contributions.


(ii)               [   ]    ACP test only. ADP safe harbor applies, but the Plan will perform the ACP
test as to all Additional Matching Contributions using Current Year Testing.


 


22

















 


[Note: Even if the Employer does not
elect 37(a)(2)c., the Employer still may make a delayed election into safe
harbor status under Section 3.05(I)(1) using the maybe and supplemental notices
and by amending the plan to provide for the Safe Harbor Nonelective
Contribution. However, in this case, the Employer also must amend the Plan to
make its testing elections under this Election 37 consistent with its delayed
election into safe harbor status. The Employer then may elect any election
under 37(a)(2), including 37(a)(2)c. An Employer's election of 37(a)(2)c.
permits the Plan to remain in perpetual possible delayed safe harbor election
status, while minimizing the number of Plan amendments required to do so.]


 


(3)     [   ]    SIMPLE 401(k) Plan/No testing.                                                         [   ]                               [   ]  Effective Date(s):


                                   


(b)     HCE
determination.  (Complete both (1)
and (2)):


(1)     Top-paid
group election.  (Choose one of a.
or b.):


a.       [   ]    Does not
apply.                                                                             [   ]                               [   ]  Effective
Date(s):


                                   


b.      [X]    Applies.                                                                                         [X]                               [   ]  Effective Date(s):


                                   


(2)     Calendar
year data election (fiscal year Plan only).


(Choose
one of a. or b.):



a.       [   ]    Does not
apply.                                                                            [   ]                               [   ]  Effective Date(s):


                                   


b.      [   ]    Applies.                                                                                         [   ]                               [   ]  Effective Date(s):


                                   


 


ARTICLE V


VESTING
REQUIREMENTS


 


38.     NORMAL
RETIREMENT AGE  (5.01). A
Participant attains Normal Retirement Age under the Plan on the following date (Choose one of (a) or (b)): 


(a)                [X]    Specific age. The date the Participant
attains age   65  . [Note: The age may not exceed age 65.]


(b)               [   ]    Age/participation. The later of the date
the Participant attains age             or the             anniversary of the
first day of the Plan Year in which the Participant commenced participation in
the Plan. [Note: The age may not exceed age
65 and the anniversary may not exceed the 5th.]


 


39.     EARLY RETIREMENT AGE  (5.01). (Choose
one of (a) or (b)):


(a)                [X]    Not
applicable. The Plan does
not provide for an Early Retirement Age.


(b)               [   ]    Early Retirement Age. Early Retirement Age
is the later of: (i) the date a Participant attains age            ; (ii) the date a
Participant reaches his/her             anniversary of the
first day of the Plan Year in which the Participant commenced participation in
the Plan; or (iii) the date a Participant completes             Years of Service.


[Note: The Employer should leave blank any of clauses
(i), (ii), and (iii) which are not applicable.]


"Years of
Service" under this Election 39 means (Choose
one of (1) or (2) as applicable):


(1)     [   ]    Eligibility. Years of Service for
eligibility in Election 16.


(2)     [   ]    Vesting. Years of Service for
vesting in Elections 42 and 43.


[Note: Election of an Early Retirement Age does not
affect the time at which a Participant may receive a Plan distribution.
However, a Participant becomes 100% vested at Early Retirement Age.]


 


40.     ACCELERATION
ON DEATH OR DISABILITY  (5.02).
Under Section 5.02, if a Participant incurs a Severance from Employment as a
result of death or Disability (Choose one of
(a), (b), or (c)):


(a)                [X]    Applies. Apply 100% vesting.


(b)               [   ]    Not applicable. Do not apply 100% vesting. The Participant's vesting is in
accordance with the applicable Plan vesting schedule.


(c)                [   ]    Limited application. Apply 100% vesting, but only if a Participant incurs a
Severance from Employment as a result of (Choose
one of (1) or (2)):


(1)               [   ]    Death.


(2)               [   ]    Disability.


 


23

















 


41.     VESTING
SCHEDULE  (5.03). A Participant
has a 100% Vested interest at all times in his/her Accounts attributable to:
(i) Elective Deferrals; (ii) Employee Contributions; (iii) QNECs; (iv) QMACs;
(v) Safe Harbor Contributions; (vi) SIMPLE Contributions; (vii) Rollover
Contributions; (viii) Prevailing Wage Contributions unless the Prevailing Wage
Contract provides otherwise; (ix) DECs; and (x) Designated IRA Contributions.
The following vesting schedule applies to Regular Matching Contributions, to
Additional Matching Contributions (irrespective of ACP testing status) and to
Nonelective Contributions (other than Prevailing Wage Contributions) (Choose (a) or choose one or both of (b) and (d) as
applicable. Choose (c) if elect a non-top-heavy schedule under (b)
or (d)):


(a)                [   ]    Immediate vesting. 100% Vested at all times
in all Accounts.


[Note: Unless all
Contribution Types are 100% Vested, the Employer should not elect 41(a). If the
Employer elects immediate vesting under 41(a), the Employer should not complete
the balance of Election 41 or Elections 42 and 43 (except as noted therein).
The Employer must elect 41(a) if the eligibility Service condition under
Election 14 as to all Contribution Types (except Elective Deferrals and
Safe Harbor Contributions) exceeds one Year of Service or more than 12 months.
The Employer must elect 41(b)(1) as to any Contribution Type where the
eligibility service condition exceeds one Year of Service or more than 12
months. The Employer should elect 41(b) if any Contribution Type is
subject to a vesting schedule.]


(b)               [X]    Vesting
schedules: Apply the
following vesting schedules (Choose one or
more of (1) through (7) as applicable):


                                                                                            (1)                                             (2)                         (3)                              (4)


                                                                                                                                                                                                      Additional


                                                                                            All                                                                     Regular                Matching (See


                                                                                  Contributions                         Nonelective            Matching              Section 3.05(F))


(1)     [   ]    Immediate
vesting                               N/A                                          [   ]                        [   ]                             [   ]


                                                                        (See
Election 41(a))


(2)     [X]    Top-heavy: 6-year graded                   [X]                     OR                 [   ]                        [   ]                             [   ]


(3)     [   ]    Top-heavy:
3-year cliff                        [   ]                     OR                 [   ]                        [   ]                             [   ]


(4)     [   ]    Modified
top-heavy:                            [   ]                     OR                 [   ]                        [   ]                             [   ]


Years of Service      Vested %


Less than 1              a.             


1                              b.             


2                              c.             


3                              d.             


4                              e.             


5                              f.              


6 or more                      100%


(5)     [   ]    Non-top-heavy:  7-year graded            N/A                                          [   ]                        N/A                            N/A


(6)     [   ]    Non-top-heavy:  5-year cliff                N/A                                          [   ]                        N/A                            N/A


(7)     [   ]    Modified
non-top-heavy:                    N/A                                          [   ]                        N/A                            N/A


Years of Service      Vested %


Less than 1              a.             


1                              b.             


2                              c.             


3                              d.             


4                              e.             


5                              f.              


6                              g.             


7 or more                      100%


[Note: If the Employer does not elect 41(a), the
Employer under 41(b) must elect immediate vesting or must elect a top-heavy
or modified top-heavy vesting schedule. The modified top-heavy
schedule of Election 41(b)(4) must satisfy Code §416. A top-heavy
schedule must apply to Regular Matching Contributions and to Additional
Matching Contributions. See Section 5.03(A)(1). The Employer as to Nonelective
Contributions only may elect one of Elections 41(b)(5), (6), or (7) in addition
to electing a top-heavy schedule. The Employer must complete Election 41(c)
if it elects any non-top-heavy schedule. If the Employer does not
elect a non-top-heavy schedule, the elected top-heavy
schedule(s) applies to all Plan Years. If the Employer elects 41(b)(7), the
modified non-top-heavy schedule must satisfy Code §411(a)(2).
If the Employer elects Additional Matching
under Election 30(h), the Employer should elect vesting under the Additional
Matching column in this Election 41(b). That election applies to the Additional
Matching even if the Employer has given the maybe notice but does not give the
supplemental notice for any Plan Year and as to such Plan Years, the Plan is
not a safe harbor plan and the Matching Contributions are not Additional
Matching Contributions. If the Plan's Effective Date is after December 31, 2006,
do not complete Elections 41(b)(5), (b)(6), or (b)(7).]


 


24
















 


(c)                [   ]    Nonelective Contributions: application of top-heavy
schedule  (Choose one of (1) or
(2)):


(1)               [   ]    Apply in all Plan Years once top-heavy.
Apply the top-heavy vesting schedule under Election 41(b) for the first
Plan Year in which the Plan is top-heavy and then in all subsequent Plan
Years.


(2)               [   ]    Apply only in top-heavy Plan Years.
Apply the non-top-heavy schedule under Election 41(b) in all Plan
Years in which the Plan is not a top-heavy plan.


(d)               [   ]    Special vesting provisions:                                                                                                                                                              .


[Note: The Employer under Election 41(d) may describe
special vesting provisions from the elections available under Election 41
and/or a combination thereof as to a: (i) Participant group (e.g., Full vesting
applies to Division A Employees OR to Employees hired on/before "x"
date. 6-year graded vesting applies to Division B Employees OR to
Employees hired after "x" date.); and/or (ii) Contribution Type
(e.g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year
graded vesting applies to Fixed Nonelective Contributions). Any special vesting
provision must satisfy Code §411(a) and must be nondiscriminatory.]


 


42.              YEAR OF SERVICE - VESTING  (5.05). (Complete both (a) and (b)):


[Note: If the Employer elects the Elapsed Time Method
for vesting the Employer should not complete this Election 42. If the Employer
elects immediate vesting, the Employer should not complete Election 42 or
Election 43 unless it elects to apply a Year of Service for vesting under any
other Adoption Agreement election.]


(a)                Year of Service. An Employee must complete at least      1,000     
Hours of Service during a Vesting Computation Period to receive credit for a
Year of Service under Article V. [Note: The
number may not exceed 1,000. If left blank, the requirement is 1,000.]


(b)               Vesting Computation Period. The Plan measures a Year of Service based on the following
12-consecutive month period (Choose
one of (1) or (2)):


(1)               [X]    Plan Year.


(2)               [   ]    Anniversary Year.


 


43.     EXCLUDED
YEARS OF SERVICE - VESTING  (5.05(C)).
The Plan excludes the following Years of Service for purposes of vesting (Choose (a) or choose one or more of (b) through (e)
as applicable):


(a)                [X]    None. None other than as specified in
Section 5.05(C)(1).


(b)               [   ]    Age 18. Any Year of Service before the
Vesting Computation Period during which the Participant attained the age of 18.


(c)                [   ]    Prior to Plan establishment. Any Year of
Service during the period the Employer did not maintain this Plan or a
predecessor plan.


(d)               [   ]    Rule of Parity. Any Year of Service
excluded under the rule of parity. See Plan Section 5.06(C).


(e)                [   ]    Additional exclusions. The following Years
of Service:                                                                                                                 .


[Note: The Employer under Election 43(e)  may describe vesting service exclusions provisions
available under Election 43 and/or a combination thereof as to a: (i)
Participant group (e.g., No exclusions apply to Division A Employees OR to
Employees hired on/before "x" date. The age 18 exclusion applies to
Division B Employees OR to Employees hired after "x" date.); or (ii)
Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective
Contributions. The age 18 exclusion applies to Fixed Nonelective
Contributions). Any exclusion specified under Election 43(e) must comply with
Code §411(a)(4). Any exclusion
must be nondiscriminatory.]


 


ARTICLE VI


DISTRIBUTION
OF ACCOUNT BALANCE


 


44.     MANDATORY DISTRIBUTION  (6.01(A)(1)/6.08(D)). The Plan provides or
does not provide for Mandatory Distribution of a Participant's Vested Account
Balance following Severance from Employment, as follows (Choose one of (a) or (b)):


(a)                [   ]    No Mandatory Distribution. The Plan will
not make a Mandatory Distribution following Severance from Employment.


(b)               [X]    Mandatory Distribution. The Plan will make
a Mandatory Distribution following Severance from Employment. (Complete (1) and (2). Choose (3) unless the Employer
elects to limit Mandatory Distributions to $1,000 including Rollover
Contributions under Elections 44(b)(1)b. and 44(b)(2)b.):


(1)               Amount limit. As to a Participant who incurs a Severance from Employment
and who will receive distribution before attaining the later of age 62 or
Normal Retirement Age, the Mandatory Distribution maximum amount is equal to (Choose one of a., b., or c.):


a.       [X]    $5,000.


b.      [   ]    $1,000.


c.       [   ]    Specify amount: $             (may not exceed $5,000). 


 


25

















 


(2)               Application of Rollovers to amount limit. In determining whether a Participant's Vested Account
Balance exceeds the Mandatory Distribution dollar limit in Election 44(b)(1),
the Plan (Choose one of a. or b.):


a.       [X]    Disregards Rollover Contribution Account.


b.      [   ]    Includes Rollover Contribution Account.


(3)               [X]    Amount of Mandatory Distribution subject to Automatic
Rollover. A Mandatory Distribution to a Participant before attaining
the later of age 62 or Normal Retirement Age is subject to Automatic Rollover
under Section 6.08(D) (Choose one of a. or
b.):


a.                    [X]    Only
if exceeds $1,000.
Only if the amount of the Mandatory Distribution exceeds $1,000, which for this
purpose must include any Rollover Contributions Account.


b.                   [   ]    Specify lesser amount. Only if the amount of the Mandatory Distribution is at
least: $        
   (specify $1,000 or
less).


 


45.     SEVERANCE
DISTRIBUTION TIMING  (6.01).
Subject to the timing limitations of Section 6.01(A)(1) in the case of a
Mandatory Distribution, or in the case of any Distribution Requiring Consent
under Section 6.01(A)(2), for which consent is received, the Plan Administrator
will instruct the Trustee to distribute a Participant's Vested Account Balance
as soon as is administratively practical following the time specified below (Choose one or more of (a) through (k) as applicable):


[Note: If a Participant dies after Severance from
Employment but before receiving distribution of all of his/her Account, the
elections under this Election 45 no longer apply. See Section 6.01(B) and
Election 49.]


                                                                                                                                                                    (1)                                    (2)


                                                                                                                                                            Mandatory                     Distribution


                                                                                                                                                           Distribution              Requiring Consent


(a)     [X]    Immediate. Immediately following Severance
from Employment.                                       [X]                                   [X]


(b)     [   ]    Next Valuation Date. After the next
Valuation Date following Severance                          [   ]                                   [   ]


from Employment.


(c)     [   ]    Plan
Year. In the         
   Plan Year following Severance from                                             [   ]                                   [   ]


Employment (e.g., next or
fifth).


(d)     [   ]    Plan Year quarter. In the             Plan Year quarter
following                                            [   ]                                   [   ]


Severance from Employment (e.g.,
next or fifth).


(e)     [   ]    Contribution Type Accounts.                                    
as to the                                            [   ]                                   [   ]


Participant's
                               
   Account(s) and                                   
as to


the
Participant's                                   
Account(s) (e.g., As soon as is practical


following Severance from Employment as to the Participant's
Elective


Deferral Account and as soon as is practical in the next
Plan Year


following Severance from Employment as to the Participant's
Nonelective


and Matching Accounts).


(f)      [   ]    Vesting
controlled timing. If the Participant's total                                                           [   ]                                   [   ]


Vested Account Balance exceeds $           ,


distribute                           (specify timing) and if


the Participant's total Vested Account Balance does not


exceed $        
  , distribute                           (specify timing).


(g)     [   ]    Distribute
at Normal Retirement Age. As to a Mandatory                                             [   ]                                   [   ]


Distribution, distribute not later than 60 days after the


beginning of the Plan Year following the Plan Year in


which the previously severed Participant attains the


earlier of Normal Retirement Age or age 65. [Note: An


election under column (2) only will have
effect if the


Plan's NRA is less than age 62.]


(h)     [   ]    Acceleration.
Notwithstanding any later specified distribution date in                               [   ]                                   [   ]


Election 45, a Participant may elect an earlier distribution


following Severance from Employment (Choose (1) and (2) as applicable):


(1)               [   ]    Disability. If Severance from Employment is
on account of Disability or if


the Participant incurs a Disability following Severance from
Employment.


(2)               [   ]    Hardship. If the Participant incurs a hardship under Section 6.07


following Severance from Employment.


 


26

















 


(i)      [   ]    Required
distribution at Normal Retirement Age. A severed Participant                      N/A                                  [   ]


may not elect
to delay distribution beyond the later of age 62 or Normal


Retirement Age.


(j)      [   ]    No buy-back/vesting controlled timing.                                                                            [   ]                                   [   ]


Distribute as soon as is practical following Severance


from Employment if the Participant is fully Vested.


Distribute as soon as is practical following a Forfeiture


Break in Service if the Participant is not fully Vested.


(k)               [   ]    Describe Severance from Employment distribution
timing:                                                                                                      


[Note: The Employer under Election 45(k)  may describe Severance from Employment  distribution timing provisions from the
elections available under Election 45 and/or a combination thereof as to any:
(i) Participant group (e.g., Immediate distribution after Severance of
Employment applies to Division A Employees OR to Employees hired on/before
"x" date. Distribution after the next Valuation Date following
Severance from Employment applies to Division B Employees OR to Employees hired
after "x" date.); (ii) Contribution Type (e.g., As to Division A
Employees, immediate distribution after Severance of Employment applies as to
Elective Deferral Accounts and distribution after the next Valuation Date
following Severance from Employment applies to Nonelective Contribution
Accounts); and/or (iii) merged plan account now held in the Plan (e.g., The
accounts from the X plan merged into this Plan continue to be distributable in
accordance with the X plan terms [supply terms] and not in accordance with the
terms of this Plan). An Employer's election under Election 45(k) must: (i) be
objectively determinable; (ii) not be subject to Employer discretion; (iii)
comply with Code §401(a)(14) timing requirements; (iv) be nondiscriminatory and
(v) preserve Protected Benefits as required.]


 


46.     IN-SERVICE DISTRIBUTIONS/EVENTS
(6.01(C)). A Participant may elect
an In-Service Distribution of the designated Contribution Type Accounts
based on any of the following events in accordance with Section 6.01(C) (Choose one of (a) or (b)):


[Note: If the Employer
elects any In-Service Distribution option, a Participant may elect to
receive as many In-Service Distributions per Plan Year (with a minimum of
one per Plan Year) as the Plan Administrator's In-Service Distribution
form or policy may permit. If the form or policy is silent, the number of In-Service
Distributions is not limited. Prevailing Wage Contributions are treated as
Nonelective Contributions unless the Prevailing Wage Contract provides
otherwise. See Section 6.01(C)(4)(d) if the Employer elects to use Prevailing
Wage Contributions to offset other contributions.]


(a)                [   ]    None. The Plan does not permit any In-Service Distributions
except as to any of the following (if applicable): (i) RMDs under Section 6.02;
(ii) Protected Benefits; and (iii) under Section 6.01(C)(4) as to Employee
Contributions, Rollover Contributions, DECs, Transfers, and Designated IRA
Contributions.


(b)               [X]    Permitted. In-Service Distributions are permitted as follows
from the designated Contribution Type Accounts (Choose
one or more of (1) through (9)):


[Note: Unless the
Employer elects otherwise in Election 46(b)(9), Elective Deferrals under
Election 46(b) includes Pre-Tax and Roth Deferrals and Matching
Contributions includes Additional Matching Contributions, irrespective of the
Plan's ACP testing status.]


                                                                      (1)                         (2)                       (3)                  (4)             (5)               (6)                 (7)


                                                                      All                     Elective          Safe Harbor                                         Matching   Nonelective/


                                                            Contributions          Deferrals       Contributions    QNECs    QMACs     Contrib.       SIMPLE


(1)     [   ]    None.
Except for             N/A                       [   ]                      [   ]                 [   ]            [   ]              [   ]                [   ]


Election 46(a)           (See
Election


exceptions.                     46(a))


(2)     [X]    Age
  59 1/2    (must         [X]           OR        [   ]                      [   ]                 [   ]            [   ]              [   ]                [   ]


be at least 59 1/2).


(3)     [   ]    Age               (may             N/A                       N/A                     N/A                N/A           N/A             [  
]                [   ]


be less than 59 1/2).


(4)     [X]    Hardship
(safe                N/A                       [X]                      N/A                N/A           N/A             [X]                [X]


harbor). See


Section 6.07(A).


(5)     [   ]    Hardship
(non-               N/A                       N/A                     N/A                N/A           N/A             [  
]                [   ]


safe harbor). See


Section 6.07(B).


(6)     [   ]    Disability.
                      [   ]          OR        [  
]                      [   ]                 [   ]            [   ]              [   ]                [   ]


(7)     [   ]                year                     N/A                       N/A                     N/A                N/A           N/A             [  
]                [   ]


contributions. 


(specify minimum of


two years) See


Section 6.01(C)(4)(a)(i).


 


27

















 


(8)     [   ]                months                N/A                       N/A                     N/A                N/A           N/A             [  
]                [   ]


of participation. 


(specify minimum of


60 months) See


Section 6.01(C)(4)(a)(ii).


(9)               [   ]    Describe:                                                                                                                                                                                  


[Note: The Employer under Election 46(b)(9)
may describe In-Service Distribution
provisions from the elections available under Election 46 and/or a combination
thereof as to any: (i) Participant group (e.g., Division A Employee Accounts
are distributable at age 59 1/2 OR Accounts of Employees hired on/before
"x" date are distributable at age 59 1/2). No In-Service
Distributions apply to Division B Employees OR to Employees hired after "x"
date.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution
Accounts are distributable on Disability. Fixed Nonelective Contribution
Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or
(iii) merged plan account now held in the Plan (e.g., The accounts from the X
plan merged into this Plan continue to be distributable in accordance with the
X plan terms [supply terms] and not in accordance with the terms of this Plan).
An Employer's election under Election 46(b)(9) must: (i) be objectively
determinable; (ii) not be subject to Employer discretion; (iii) preserve
Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit
an "early" distribution of any Restricted 401(k) Accounts or
Restricted Pension Accounts. See Section 6.01(C)(4).]


In-Service Distribution of other Accounts. See Section 6.01(C)(4) as to In-Service Distribution
of Employee Contributions, Rollover Contributions, DECs, Transfers, and
Designated IRA Contributions.


 


47.     IN-SERVICE
DISTRIBUTIONS/ADDITIONAL CONDITIONS  (6.01(C)).
The following additional conditions apply to In-Service Distributions
under Election 46(b) (Choose one of (a) or
(b)):


[Note: The Employer should complete Election 47 if the
Employer elects any In-Service Distributions under Election 46(b).]


(a)                [   ]    Additional conditions.  (Complete (1). Choose
(2) and (3) as applicable):


(1)               Vesting. A Participant may receive an In-Service Distribution
under Election 46(b) based on vesting in the distributing Account as follows (Choose one of a., b., or c.):


a.                    [   ]    100% vesting required. A Participant may not receive any In-Service
Distribution unless the Participant is 100% Vested in the distributing Account.


b.                   [   ]    100% vesting required except hardship. A Participant may not receive any In-Service
Distribution unless the Participant is 100% Vested in the distributing Account,
unless the distribution is based on hardship.


c.                    [   ]    Not required. A Participant may receive an In-Service Distribution
even from a partially-Vested Account, but the amount distributed may not
exceed the Vested amount in the distributing partially-Vested Account.


(2)               [   ]    Minimum amount. A Participant may not receive an In-Service
Distribution in an amount which is less than: $             (specify amount not exceeding $1,000).


(3)               [   ]    Describe other conditions:                                                                                                                                                     


[Note: An Employer's election under Election 47(a)(3)
must: (i) be objectively determinable; (ii) not be subject to Employer
discretion; (iii) preserve Protected Benefits as required; (iv) be
nondiscriminatory; and (v)  not
permit an "early" distribution of any Restricted 401(k) Accounts or
Restricted Pension Accounts. See Section 6.01(C)(4).]


(b)               [X]    No
other conditions.
A Participant may elect to receive an In-Service Distribution upon any
Election 46(b) event without further condition, provided that the amount
distributed may not exceed the Vested amount in the distributing Account.


 


48.     POST-SEVERANCE
AND LIFETIME RMD DISTRIBUTION METHODS  (6.03).
A Participant whose Vested Account Balance exceeds $5,000 (or any lesser amount
elected in Appendix B, Election 54(g)(7)): (i) who has incurred a Severance
from Employment and will receive a distribution; or (ii) who remains employed
but who must receive lifetime RMDs, may elect distribution under one of the
following method(s) of distribution described in Section 6.03 and subject to
any Section 6.03 limitations. (Choose one or
more of (a) through (f) as applicable):


[Note: If a Participant dies after Severance from
Employment but before receiving distribution of all of his/her Account, the
elections under this Election 48 no longer apply. See Section 6.01(B) and
Election 49.]


(a)                [X]    Lump-Sum. See Section 6.03(A)(3).


(b)               [   ]    Installments only if Participant subject to lifetime
RMDs. A Participant who is required to receive lifetime RMDs may
receive installments payable in monthly, quarterly or annual installments equal
to or exceeding the annual RMD amount. See Sections 6.02(A) and 6.03(A)(4)(a).


(c)                [X]    Installments.
See Section 6.03(A)(4).


(d)               [   ]    Alternative Annuity:                                                                                         .
See Section 6.03(A)(5).


 


28

















 


[Note: Under a Plan which is subject to the joint and
survivor annuity distribution requirements of Section 6.04 (Election 50(b)),
the Employer may elect under 48(d) to offer one or more additional annuities
(Alternative Annuity) to the Plan's QJSA or QPSA. If the Employer elects under
Election 50(a) to exempt Exempt Participants from the joint and survivor
annuity requirements, the Employer should not elect to provide an Alternative
Annuity under 48(d).]


(e)                [X]    Ad-Hoc distributions. See Section
6.03(A)(6).


[Note: If an Employer
elects to permit Ad-Hoc distributions: (i) the option must be available
to all Participants; and (ii) the option is a Protected Benefit.]


(f)                 [   ]    Describe distribution method(s):                                                                                                                                                   


[Note: The Employer under Election 48(f)  may describe Severance from Employment distribution
methods from the elections available under Election 48 and/or a combination
thereof as to any: (i) Participant group (e.g., Division A Employee Accounts
are distributable in a Lump-Sum OR Accounts of Employees hired after
"x" date are distributable in a Lump-Sum. Division B Employee Accounts
are distributable in a Lump-Sum or in Installments OR Accounts of Employees
hired on/before "x" date are distributable in a Lump-Sum or in
Installments.); (ii) Contribution Type (e.g., Discretionary Nonelective
Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective
Contribution Accounts are distributable in a Lump-Sum or in
Installments); and/or (iii) merged plan account now held in the Plan (e.g., The
accounts from the X plan merged into this Plan continue to be distributable in
accordance with the X plan terms [supply terms] and not in accordance with the
terms of this Plan). An Employer's election under Election 48(f) must: (i) be
objectively determinable; (ii) not be subject to Employer, Plan Administrator
or Trustee discretion; (iii) be nondiscriminatory; and (iv) preserve Protected
Benefits as required.]


 


49.     BENEFICIARY
DISTRIBUTION ELECTIONS  (6.01(B)/6.02(B)/6.03).
Subject to the Participant's elections under Section 6.01(B)(1) as to the
timing and method of distribution of the Participant's Account to the
Participant's Beneficiary (which Participant elections must be consistent with
the Plan and this Election 49), in the case of a Participant's death, the
Beneficiary will receive distribution of the Participant's Account (or of the
Beneficiary's share thereof) as follows (Complete
(a), (b), and (c)):


[Note: For purposes of this Election 49, unless
otherwise noted, a "Beneficiary" includes, but is not limited to a
"Designated Beneficiary" under Section 6.02(E)(1).]


                                                                                                                                                      (1)                                           (2)


                                                                                                                                       Spouse
Beneficiary               Other
Beneficiary


(a)     Timing. The Plan will distribute to the Beneficiary
as soon


as is practical at (or not later than) the following time or
date


(Choose one of (1) through (4). Choose (5)
if applicable):


(1)     [   ]    Immediate. Immediately following
the                                                         [   ]                                          [   ]


Participant's death.


(2)     [   ]    Next Calendar Year. In the
calendar year which                                        [   ]                                          [   ]


next follows the calendar year of the Participant's


death, but not later than December 31 of such


following calendar year.


(3)     [X]    As
Beneficiary elects. At such time as the Beneficiary                              [X]                                           [X]


may elect, provided that distribution pursuant to such


election (or in the absence of any Beneficiary election)


must commence no later than the Section 6.02 required date.


	
  (4)    [   ]

  	
  Describe:                                                                                      

  	
   

  	
  [   ]

  	
   

  	
  [   ]

  



[Note: The Employer under Election 49(a)(4) may
describe an alternative distribution timing or afford the Beneficiary an
election which is narrower than that permitted under election 49(a)(3).
However, any election under Election 49(a)(4) must require distribution to
commence no later than the  Section
6.02 required date.]


(5)     [X]    Death
before DCD; spousal election to delay. If the                                [X]                                          N/A


Participant dies
before his/her Distribution Commencement


Date and the
Participant's sole Designated Beneficiary is


his/her spouse, the
spouse may elect to delay distribution


until the end of the
calendar year in which the Participant


would have attained
age 70 1/2, if that date is later than the


date upon which
distribution would be required to commence


to a non-spouse
Beneficiary.


(b)     Method. The Plan will distribute to the
Beneficiary under the


following distribution method(s). If more than one method is


elected, the Beneficiary may choose the method of
distribution.


(Choose one or more of (1) through (4) but
do not elect (4) only):


(1)     [X]    Lump-Sum.
See Section 6.03(A)(3).                                                              [X]                                           [X]


 


29

















 


(2)     [X]    Installments sufficient to satisfy RMD.                                                     [X]                                           [X]


See Section 6.03(A)(4)(a). An Installment in each
Distribution


Calendar Year must at least equal the RMD amount.


(3)     [X]    Ad-Hoc
sufficient to satisfy RMD. See Section 6.03(A)(6).                        [X]                                           [X]


The Beneficiary must elect an Ad-Hoc distribution for
each


Distribution Calendar Year at least equal to the RMD amount.


[Note: If an Employer
elects to permit Ad-Hoc distributions: (i) the option must be available
to all Beneficiaries; and (ii) the option is a Protected Benefit.]


(4)     [   ]    QPSA.
See Section 6.04(B).                                                                           [   ]                                          N/A


[Note: If the Employer elects 50(b), the Employer
should elect 49(b)(4). If the Employer elects 50(a), the Employer should not
elect 49(b)(4). A surviving spouse may elect to waive the QPSA in favor of
another method.]


(c)     Death before the DCD. If a Participant dies
before the Distribution


Commencement Date, the distribution to the Beneficiary will
be made


in accordance with the following rule(s) (Choose one of (1), (2), or (3)):


(1)     [X]    Beneficiary election. See Section
6.02(B)(1)(e). This election                    [X]                                           [X]


applies only if the
Beneficiary is a Designated Beneficiary


under  Treas. Reg. §1.401(a)(9)-4. If not,
the 5-year rule applies.


In the absence of the
Designated Beneficiary's election, the


Life Expectancy rule
applies. The Employer in Appendix B


may elect to change
the default (no Designated Beneficiary


election) to the 5-year
rule.


(2)     [   ]    Life
Expectancy rule. See Section 6.02(B)(1)(d). This election                    [   ]                                          [   ]


applies only if the Beneficiary is a Designated Beneficiary


under  Treas.
Reg. §1.401(a)(9)-4. If not, the 5-year rule applies.


(3)     [   ]    5-year
rule. See Section 6.02(B)(1)(c). This election applies                        [   ]                                          [   ]


regardless of whether the Beneficiary is a Designated
Beneficiary


under  Treas.
Reg. §1.401(a)(9)-4.


 


50.     JOINT AND
SURVIVOR ANNUITY REQUIREMENTS  (6.04).
The joint and survivor annuity distribution requirements of Section 6.04 (Choose one of (a) or (b)):


(a)                [X]    Profit sharing exception. Do not apply to
an Exempt Participant, as described in Section 6.04(G)(1), but apply to any
other Participants (or to a portion of their Account as described in Section
6.04(G)) (Complete (1)):


(1)               One-year marriage rule. Under Section 7.05(A)(3) relating to an Exempt
Participant's Beneficiary designation under the profit sharing exception (Choose one of a. or b.):


a.                    [   ]    Applies. The one-year marriage rule applies.


b.                   [X]    Does
not apply. The one-year
marriage rule does not apply.


(b)               [   ]    Joint and survivor annuity applicable.
Section 6.04 applies to all Participants (Complete
(1)):


(1)               One-year marriage rule. Under Section 6.04(B) relating to the QPSA (Choose one of a. or b.):


a.                    [   ]    Applies. The one-year marriage rule applies.


b.      [   ]    Does not apply. The one-year
marriage rule does not apply.


 


30
















 


ARTICLE VII


ADMINISTRATIVE
PROVISIONS


 


51.     ALLOCATION
OF EARNINGS  (7.04(B)). For
each Contribution Type provided under the Plan, the Plan allocates Earnings
using the following method (Choose one or
more of (a) through (f) as applicable):


[Note: Elective Deferrals/Employee Contributions also
includes Rollover Contributions, Transfers, DECs and Designated IRA
Contributions, Matching Contributions includes all Matching Contributions and
Nonelective Contributions includes all Nonelective Contributions unless described
otherwise in Election 51(f).]


                                                                                          (1)                                             (2)                             (3)                             (4)


                                                                                                                              Elective
Deferrals/


                                                                                          All                                       Employee                 Matching               Nonelective


                                                                                Contributions                         Contributions          Contributions         Contributions


(a)     [X]    Daily. See Section 7.04(B)(4)(a).                 [X]                 OR                      [   ]                            [   ]                            [   ]


(b)     [   ]    Balance forward.                                         [   ]                 OR                      [   ]                            [   ]                            [   ]


See Section 7.04(B)(4)(b).


(c)     [   ]    Balance forward with adjustment.           [  
]                 OR                      [   ]                            [   ]                            [   ]


See
Section 7.04(B)(4)(c). Allocate


pursuant
to the balance forward method,


except
treat as part of the relevant


Account
at the beginning of the Valuation


Period
           %
of the contributions


made
during the following Valuation


Period:                                         .


(d)     [   ]    Weighted average. See Section                   [   ]                 OR                      [   ]                            [   ]                            [   ]


7.04(B)(4)(d). If not a monthly


weighting period, the weighting


period is:                                      .


(e)     [   ]    Participant-Directed Account.                  [   ]                 OR                      [   ]                            [   ]                            [   ]


See Section
7.04(B)(4)(e).


(f)                 [   ]    Describe Earnings allocation method:                                                                                                                                          


[Note: The Employer under Election 51(f)  may describe Earnings allocation methods from the
elections available under Election 51 and/or a combination thereof as to any:
(i) Participant group (e.g., Daily applies to Division A Employees OR to
Employees hired after "x" date. Balance forward applies to Division B
Employees OR to Employees hired on/before "x" date.); (ii)
Contribution Type (e.g., Daily applies as to Discretionary Nonelective
Contribution Accounts. Participant-Directed Account applies to Fixed
Nonelective Contribution Accounts); (iii) investment type, investment vendor or
Account type (e.g., Balance forward applies to investments placed with vendor A
and Participant-Directed Account applies to investments placed with vendor B OR
Daily applies to Participant-Directed Accounts and balance forward
applies to pooled Accounts); and/or (iv) merged plan account now held in the
Plan (e.g., The accounts from the X plan merged into this Plan continue to be
subject to Earnings allocation in accordance with the X plan terms [supply
terms] and not in accordance with the terms of this Plan). An Employer's election
under Election 51(f) must: (i) be objectively determinable; (ii) not be subject
to Employer discretion; and (iii) be nondiscriminatory.]


 


ARTICLE VIII


TRUSTEE
AND CUSTODIAN, POWERS AND DUTIES


 


52.     VALUATION OF
TRUST  (8.02(C)(4)). In
addition to the last day of the Plan Year, the Trustee (or Named Fiduciary as
applicable)
must value the Trust Fund on the
following Valuation Date(s) (Choose one or
more of (a) through (d) as applicable):


[Note: Elective Deferrals/Employee Contributions also
include Rollover Contributions, Transfers, DECs and Designated IRA
Contributions, Matching Contributions includes all Matching Contributions and
Nonelective Contributions includes all Nonelective Contributions unless
described otherwise in Election 52(d).]


                                                                                          (1)                                             (2)                             (3)                             (4)


                                                                                                                              Elective
Deferrals/


                                                                                          All                                       Employee                 Matching               Nonelective


                                                                                Contributions                         Contributions          Contributions         Contributions


(a)     [   ]    No
additional Valuation Dates.                [   ]                 OR                      [   ]                            [   ]                            [   ]


 


31

















 


(b)     [X]    Daily Valuation Dates. Each business       [X]                 OR                      [   ]                            [   ]                            [   ]


day
of the Plan Year on which Plan


assets
for which there is an


established
market are valued and


the Trustee is conducting business.


(c)     [   ]    Last day of a specified period.
The            [   ]                 OR                      [   ]                            [   ]                            [   ]


last day of each             of the Plan Year.


(d)               [   ]    Specified Valuation Dates:                                                                                                                                                             .


[Note: The Employer under Election 52(d)  may describe Valuation Dates from the elections
available under Election 52 and/or a combination thereof as to any: (i)
Participant group (e.g., No additional Valuation Dates apply to Division A
Employees OR to Employees hired after "x" date. Daily Valuation Dates
apply to Division B Employees OR to Employees hired on/before "x"
date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to
Discretionary Nonelective Contribution Accounts. The last day of each Plan Year
quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment
type, investment vendor or Account type (e.g., No additional Valuation Dates
apply to investments placed with vendor A and Daily Valuation Dates apply to
investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed
Accounts and no additional Valuation Dates apply to pooled Accounts); and/or
(iv) merged plan account now held in the Plan (e.g., The accounts from the X
plan merged into this Plan continue to be subject to Trust valuation in
accordance with the X plan terms [supply terms] and not in accordance with the
terms of this Plan). An Employer's election under Election 52(d) must: (i) be
objectively determinable; (ii) not be subject to Employer discretion; and (iii)
be nondiscriminatory.]


 


32

















 


EXECUTION PAGE


 


The Employer, by
executing this Adoption Agreement, hereby agrees to the provisions of this Plan
and Trust.


 


	
   

  	
  Employer:

  	
  California Coastal
  Communities, Inc.

  
	
   

  	
   

  
	
   

  	
  Date: 

  	
  4/19/10

  
	
   

  	
   

  
	
   

  	
  Signed:

  	
  /s/ S.G. Sciutto

  
	
   

  	
   

  
	
   

  	
  Sandra G. Sciutto, SVP

  
	
   

  	
  [print name/title]

  
				



 


The Trustee, by executing this
Adoption Agreement, hereby accepts its position and agrees to all of the
obligations, responsibilities and duties imposed upon the Trustee under the
Prototype Plan and Trust. If the Employer under Election 5(c), 5(d), or
5(e) will use a separate Trust, the Trustee need not execute this Adoption
Agreement.


 


	
   

  	
  Nondiscretionary Trustee(s):

  	
  Prudential Trust Company

  
	
   

  	
   

  
	
   

  	
  Date: 

  	
  4/30/2010

  
	
   

  	
   

  
	
   

  	
  Signed:

  	
  /s/ Michael G. Williamson

  
	
   

  	
   

  
	
   

  	
  Michael G. Williamson V.P., Pru
  Trust

  
	
   

  	
  [print name/title]

  
	
   

  	
   

  
	
   

  	
  Nondiscretionary Trustee(s):

  	
   

  
	
   

  	
   

  
	
   

  	
  Date: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [print name/title]

  
	
   

  	
   

  
	
   

  	
  Prototype Plan Sponsor:

  	
  The Prudential Insurance Company of
  America (PICA)

  
	
   

  	
   

  
	
   

  	
  Date: 

  	
  4/30/2010

  
	
   

  	
   

  
	
   

  	
  Signed:

  	
  /s/ Christine C. Marcks

  
	
   

  	
   

  
	
   

  	
  Christine C. Marcks Senior V.P.
  (PICA)

  
	
   

  	
  [print name/title]

  
					



 


Use of Adoption Agreement. Failure to
complete properly the elections in this Adoption Agreement may result in
disqualification of the Employer’s Plan. The Employer only may use this
Adoption Agreement only in conjunction with the basic plan document referenced
by its document number on Adoption Agreement page one.


 


Execution for Page Substitution
Amendment Only. If this paragraph is completed, this
Execution Page documents an amendment to Adoption Agreement
Election(s)       effective                       ,
by substitute Adoption Agreement
page number(s)             .
The Employer should retain all Adoption Agreement Execution Pages and
amended pages. [Note: The Effective Date may
be retroactive or may be prospective as permitted under Applicable Law.]


 


Prototype Plan
Sponsor. The Prototype Plan Sponsor identified on the first
page of the basic plan document will notify all adopting Employers of any
amendment to this Prototype Plan or of any abandonment or discontinuance by the
Prototype Plan Sponsor of its maintenance of this Prototype Plan. For inquiries
regarding the adoption of the Prototype Plan, the Prototype Plan Sponsor’s
intended meaning of any Plan provisions or the effect of the Opinion Letter
issued to the Prototype Plan Sponsor, please contact the Prototype Plan Sponsor
at the following address and telephone number:   751 Broad Street,
Newark, NJ 07102-3777   1-800-848-4015.


 


Reliance on Sponsor Opinion Letter.  The Prototype Plan Sponsor has obtained from the IRS an
Opinion Letter specifying the form of this Adoption Agreement and the basic
plan document satisfy, as of the date of the Opinion Letter, Code §401. An
adopting Employer may rely on the Prototype Sponsor’s IRS Opinion Letter only to the extent provided in Rev.
Proc. 2005-16. The Employer may not rely on the Opinion Letter in certain other
circumstances or with respect to certain qualification requirements, which are
specified in the Opinion Letter and in Rev. Proc. 2005-16, Sections 19.02 and
19.03. In order to have reliance in such circumstances or with respect to such
qualification requirements, the Employer must apply for a determination letter
to Employee Plans Determinations of the IRS.


 


33

















 


APPENDIX
A


EGTRRA
RESTATED PLANS - SPECIAL EFFECTIVE DATES


[Covering period from restated Effective Date in
Election 4(b) until Employer executes EGTRRA restatement]


 


53.     SPECIAL
EFFECTIVE DATES (1.19).
The Employer elects or does not elect Appendix A special
Effective Date(s) as follows. (Choose (a) or one or more of (b) through (r)
as applicable):


[Note: If the Employer elects 53(a), do not
complete the balance of this Election 53.]


(a)                [   ]    Not applicable. The Employer does not elect any Appendix A special
Effective Dates.


[Note: The Employer should
use this Appendix A where it is restating its Plan for EGTRRA with a
retroactive Effective Date, but where one or more Adoption Agreement elections
under the restated Plan became effective after the Plan's general restatement
Effective Date under Election 4(b). For periods prior to the below-specified
special Effective Date(s), the Plan terms in effect prior to its restatement
under this Adoption Agreement control for purposes of the designated
provisions. Any special Effective Date the Employer elects must comply with
Applicable Law.]


(b)               [   ]    Contribution Types (1.12). The Contribution Types under Election(s) 6          
   are effective:                         .


[Note: The Plan may not
permit Roth Deferrals before January 1, 2006.]


(c)                [X]    Excluded
Employees (1.21(D)).
The Excluded Employee provisions under Election(s) 8   (b)(4)  
are effective:   September 1, 2003  .


(d)               [   ]    Compensation (1.11). The Compensation
definition under Election(s)              (specify 9-11 as applicable) are
effective:                         .


(e)                [X]    Eligibility (2.01-2.03). The
eligibility provisions under Election(s)   14(b)(2)(1)  
(specify 14-19 as applicable)
are effective:   June 1, 2010  .


(f)                 [X]    Elective
Deferrals (3.02(A)-(C)).
The Elective Deferral provisions under Election(s)   20(a)  
(specify 20-22 as applicable)
are effective:   April 1, 2004  .


(g)                [   ]    Catch-Up Deferrals (3.02(D)). The Catch-Up Deferral provisions under Election 23             are effective:                         .



(h)               [   ]    Matching Contributions (3.03). The Matching Contribution provisions under Election(s)               (specify 24-26 as applicable) are
effective:                         .


(i)                  [   ]    Nonelective Contributions (3.04). The Nonelective Contribution provisions under Election(s)              (specify 27-29 as applicable) are
effective:                         .


(j)                  [   ]    401(k) safe harbor (3.05). The 401(k) safe
harbor provisions under Election(s) 30             are effective:                         .


(k)               [   ]    Allocation conditions (3.06). The
allocation conditions under Election(s)              (specify 31-32 as applicable) are
effective:                         .


(l)                  [   ]    Forfeitures (3.07). The forfeiture
allocation provisions under Election(s)              (specify 33-34 as applicable) are effective:                         .


(m)            [   ]    Employee Contributions (3.09). The Employee Contribution provisions under Election(s) 35             are effective:                         .


(n)               [   ]    Testing elections (4.06(B)). The testing
elections under Election(s) 37             under the
"Effective as of execution (and retroactively if restatement)"
column are effective:                         .


(o)               [   ]    Vesting (5.03). The vesting provisions under Election(s)              (specify 38-43 as applicable) are
effective:                         .


(p)              [   ]    Distributions (6.01 and 6.03). The
distribution elections under Election(s)              (specify 44-50 as applicable) are
effective:                         .


(q)               [   ]    Earnings/Trust valuation (7.04(B)/8.02(C)(4)).
The Earnings allocation and Trust valuation provisions under Election(s)            
(specify 51-52 as applicable)
are effective:                         .


(r)                 [X]    Special Effective Date(s) for other elections
(specify elections and dates):  If this Plan is retroactively effective on the
Effective Date, the provisions of this Plan generally control, however, if the
provisions of this Plan are different from the provisions of the Employer's
prior plan, and after the retroactive Effective Date of this Plan, the Employer
operated in compliance with the provisions of the prior plan, the provisions of
such prior plan are incorporated into this Plan for purposes of determining
whether the Employer operated the Plan in compliance with its terms, provided
operation in compliance with the terms of the prior plan do not violate any
qualification requirements under the Code, regulations or other IRS guidance.       


 


1
















 


APPENDIX B


BASIC PLAN DOCUMENT OVERRIDE ELECTIONS


 


54.     BASIC PLAN OVERRIDES.  The Employer elects or does not elect
to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable):



[Note: If the Employer elects 54(a), do not
complete the balance of this Election 54.]


(a)                [   ]    Not applicable. The Employer
does not elect to override any basic plan provisions.


[Note: The Employer at the
time of restating its Plan with this Adoption Agreement may make an election on
Appendix A (Election 53(r)) to specify a special Effective Date for any
override provision the Employer elects in this Election 54. If the Employer,
after it has executed this Adoption Agreement, later amends its Plan to change
any election on this Appendix B, the Employer should document the Effective
Date of the Appendix B amendment on the Execution Page or otherwise in the
amendment.]


(b)               [X]    Definition
(Article I) overrides.
(Choose one or more of (1) through (9) as
applicable):


(1)               [   ]    W-2 Compensation exclusion of
paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed
by the Employer for moving expenses incurred by an Employee, but only to the
extent that, at the time of payment, it is reasonable to believe that the
Employee may deduct these amounts under Code §217.


(2)               [   ]    Alternative (general) 415 Compensation
(1.11(B)(4)). The Employer
elects to apply the alternative (general) 415 definition of Compensation in
lieu of simplified 415 Compensation. As to amounts received from an unfunded
nonqualified deferred compensation plan which is includible in gross income in
the taxable year of receipt (Choose one of
a. or b.):


a.                    [   ]    Include. Include the nonqualified deferred compensation.


b.                   [   ]    Do not include. Do not include the nonqualified deferred compensation.


(3)               [X]    Inclusion
of Deemed 125 Compensation (1.11(C)).
Compensation under Section 1.11 includes Deemed 125 Compensation.


(4)               [   ]    Inclusion of Post-Severance
Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the
meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections
1.11(I) and 4.05(C)(1) as follows (Choose
one or both of a. and b.):


a.                    [   ]    Include for 415 testing. Include for 415 testing and for other testing which uses
415 Compensation. This provision applies effective as of                           (specify a date which is no earlier than January 1,
2005).


b.                   [   ]    Include for allocations. Include for allocations as follows (specify  affected
Contribution Type(s) and any adjustments to Post-Severance Compensation
used for allocation):                                                                                                      .
This provision applies effective as of                           (specify a date which is no earlier than January 1,
2002).


(5)               [   ]    Inclusion of Deemed Disability Compensation
(1.11(K)). Include Deemed
Disability Compensation. (Choose one of a.
or b.):


a.                    [   ]    NHCEs only. Apply only to disabled NHCEs.


b.                   [   ]    All Participants. Apply to all disabled
Participants. The Employer will make Employer Contributions for such disabled
Participants for:                                                                                                 (specify a
fixed or determinable period).


(6)               [   ]    Early application of final 401(k) regulations
(1.28). The Employer
(consistent with the Plan Administrator's operation of the Plan) elects to
apply the final 401(k) regulations before the beginning of the 2006 Plan Year.
The Employer elects to apply the regulations effective as of:             (specify
Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31,
2004 OR Plan Year beginning January 1, 2005).


 


(7)               [X]    Leased Employees (1.21(B)). The Employer
for purposes of the following Contribution Types, does not exclude Leased
Employees:  All Contributions.                                                                      
(specify Contribution Types).


(8)               [   ]    Offset if contributions to leasing
organization plan (1.21(B)(2)).
The Employer will reduce allocations to this Plan for any Leased Employee to
the extent that the leasing organization contributes to or provides benefits
under a leasing organization plan to or for the Leased Employee and which are
attributable to the Leased Employee's services for the Employer. The amount of
the offset is as follows:           .


[Note: The election of an offset under this Election
54(b)(8) requires that the Employer aggregate its plan with the leasing
organization's plan for coverage and nondiscrimination testing.]


(9)               [   ]    Reclassified Employees (1.21(D)(3)). The Employer for purposes of the following Contribution Types,
does not exclude Reclassified Employees (or the following categories of
Reclassified Employees):        (specify
Contribution Types and/or categories of Reclassified Employees).


 


1

















 


(c)                [   ]    Rule  of parity – participation
(Article II) override (2.03(D)). For purposes of Plan participation,
the Plan applies the "rule of parity" under Code §410(a)(5)(D).


(d)               [   ]    Contribution/allocation (Article III)
overrides.  (Choose one or more of (1) through (7) as applicable):


(1)               [   ]    Treatment of Automatic Deferrals as Roth
Deferrals (3.02(B)(7)).
The Employer elects to treat Automatic Deferrals as Roth Deferrals in lieu of
treating Automatic Deferrals as Pre-Tax Deferrals.


(2)               [   ]    Application of Safe Harbor Contributions to
other allocations (3.05(E)(11)).
Any Safe Harbor Nonelective Contributions allocated to a Participant's account
will not be applied toward
(offset) any allocation to the Participant of a non-Safe Harbor
Nonelective Contribution.


(3)               [   ]    Short Plan Year or allocation period
(3.06(B)(1)(c)).
The Plan Administrator (Choose one of a. or
b.):


a.                    [   ]    No pro-ration. Will not pro-rate
Hours of Service in any short allocation period.


b.                   [   ]    Pro-ration based on months. Will pro-rate any Hour of Service requirement based
on the number of months in the short allocation period.


(4)               [   ]    Limited waiver of allocation conditions for
re-hired Participants (3.06(G)). The allocation conditions the Employer has elected in the
Adoption Agreement do not apply to re-hired Participants in the Plan Year
they resume participation, as described in Section 3.06(G).


(5)               [   ]    Associated Match forfeiture timing
(3.07(A)(1)(c)).
Forfeiture of associated matching contributions occurs in the Testing Year.


(6)               [   ]    Safe Harbor top-heavy exempt fail-safe
(3.07(A)(4)). In lieu of
ordering forfeitures as (a), (b), (c), and (d) under Section 3.07(A)(4), the
Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (d), (a),
(b), and (c)):                         .


 


(7)               [   ]    Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable):


a.                    [   ]    Re-order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the
following order:                                            (specify
order).


b.                   [   ]    Hours of Service tie-breaker. Apply the greatest Hours of Service as the tie-breaker
within a suspension tier in lieu of applying the lowest Compensation.


c.                    [   ]    Additional/other tiers. Apply the following additional or other tiers:                                           (specify
suspension tiers and ordering).


 


(e)                [   ]    Testing (Article IV) overrides.  (Choose one or both of
(1) and (2) as applicable):


(1)               [   ]    Early application of Gap Period income to
Excess Deferrals (4.11(C)(1)).
The Plan Administrator will distribute Gap Period income allocated on Excess
Deferrals as to Excess Deferrals occurring in the                          Taxable
Year and in later Taxable Years (Specify a
Taxable Year before 2008).


(2)               [   ]    Early application of Gap Period income to
Excess Contributions/Aggregates (4.11(C)(2)). The Plan Administrator will distribute Gap Period income
allocated on Excess Contributions and Excess Aggregate Contributions occurring
in the                      
   Plan Year and in later Plan Years (Specify a Plan Year before the Final 401(k)
Regulations Effective Date).


(f)                 [   ]    Vesting (Article V) overrides.  (Choose one or more of
(1) through (6) as applicable):


(1)               [   ]    Application of top-heavy vesting to
Matching (5.03(A)(1)).
The Employer makes the following elections regarding the application of top-heavy
vesting to its Regular Matching and Additional Matching Contributions (Choose one or both of a. and b.):


a.                    [   ]    Post-EGTRRA Matching only. Apply top-heavy vesting only to such post-2001
Plan Year Matching Contributions.


b.                   [   ]    Waiver of Hour of Service requirement. Apply top-heavy vesting as under the basic plan or as
modified by Election 54(f)(1)a. to all Participants even if they did not have
an Hour of Service in any post-2001 Plan Year.


(2)               [   ]    Alternative "grossed-up"
vesting formula (5.03(C)(2)).
The Employer elects the alternative vesting formula described in Section
5.03(C)(2).


(3)               [   ]    a.       Source
of Cash-Out forfeiture restoration (5.04(B)(5)).  To restore a
Participant's Account Balance as described in Section 5.04(B)(5), the Plan
Administrator, to the extent necessary, will allocate from the following
source(s) and in the following order (Specify,
in order, one or more of the following: Forfeitures, Earnings, and/or Employer
Contribution):              .


 


2

















 


                             [   ]    b.       Forfeiture
Restoration and Conditions for Restoration (5.04(B). The Plan
Administrator will restore a re-employed Participant's Account Balance under
this Section 5.04(B) without requiring repayment by the Participant of the
entire amount of the Cash-Out Distribution to the Trust.


(4)               [   ]    Deemed Cash-Out of 0% Vested
Participant (5.04(C)).
The deemed cash-out rule of Section 5.04(C) does not apply to the Plan.


(5)               [   ]    Accounting for Cash-Out repayment;
Contribution Type (5.04(D)(2)). In lieu of the accounting described in Section 5.04(D)(2), the Plan Administrator will account for a
Participant's Account Balance attributable to a Cash-Out repayment: (Choose one of a. or b.):


a.                    [   ]    Nonelective
rule.  Under the nonelective rule.


b.                   [   ]    Rollover
rule.  Under the rollover rule.


(6)               [   ]    One-year hold-out rule – vesting
(5.06(D)). The one-year
hold-out Break in Service rule under Code §411(a)(6)(B) applies.


(g)                [X]    Distribution
(Article VI) overrides.
(Choose one or more of (1) through (7) as
applicable):


(1)               [   ]    Election of 5-year rule
(6.02(B)(1)(e)).
Under Section 6.02(B)(1)(e) relating to death before the RBD, if a Designated
Beneficiary does not make a timely election, the 5-year rule applies in
lieu of the Life Expectancy rule.


(2)               [X]    2002
only special Effective Date for Section 6.02 (6.02(D)(4)).
For the 2002 DCY only, the Plan Administrator will apply the RMD rules in
effect under (Choose  one of a. or b.):


a.                    [   ]    1987 proposed regulations. The 1987 proposed Treasury regulations under Code
§401(a)(9).


b.                   [X]    2001
proposed regulations.
The 2001 proposed Treasury regulations under Code §401(a)(9).


(3)               [   ]    RBD definition (6.02(E)(7)(c)). In lieu of the RBD definition in Section 6.02(E)(7)(a) and
(b), the Plan Administrator (Choose
one of a. or b.):


a.                    [   ]    SBJPA definition indefinitely. Indefinitely will apply the pre-SBJPA RBD definition.


b.                   [   ]    SBJPA definition to specified date. Will apply the pre-SBJPA definition until                           (the stated date may not be earlier than January 1,
1997), and thereafter will apply the RBD definition in Section
6.02(E)(7)(a) and (b).


(4)               [   ]    Modification of QJSA (6.04(A)(3)). The Survivor Annuity percentage will be            %. (Specify  a
percentage between 50% and 100%.)


(5)               [   ]    Modification of QPSA (6.04(B)(2)). The QPSA percentage will be            %. (Specify  a
percentage between 50% and 100%.)


(6)               [   ]    Restriction on hardship source;
grandfathering (6.07(E)).
The hardship distribution limit includes grandfathered amounts.


(7)               [   ]    Replacement of $5,000 amount (6.09). All Plan references (except in Sections 3.02(D), 3.10 and
3.12(C)(2)) to "$5,000" will be $           . (Specify  an
amount less than $5,000.)


(h)               [   ]    Administrative, Trust and insurance
overrides (Articles VII, VIII and IX).  (Choose one or more of
(1) through (9) as applicable):


(1)               [   ]    Contributions prior to accrual or precise
determination (7.04(B)(5)(b)).
The Plan Administrator will allocate Earnings described in Section
7.04(B)(5)(b) as follows (Choose one of a.,
b., or c.):


a.                    [   ]    Treat as contribution. Treat the Earnings as an Employer Matching or Nonelective
Contribution and allocate accordingly.


b.                   [   ]    Balance forward. Allocate the Earnings using the balance forward method
described in Section 7.04(B)(4)(b).


c.                    [   ]    Weighted average. Allocate the Earnings on Matching Contributions using the
weighted average method in a manner similar to the method described in Section
7.04(B)(4)(d).


(2)               [   ]    Automatic revocation of spousal designation
(7.05(A)(1)). The automatic
revocation of a spousal Beneficiary designation in the case of divorce or legal
separation does not apply.


(3)               [   ]    Limitation on frequency of Beneficiary
designation changes (7.05(A)(4)).
Except in the case of a Participant incurring a major life event, a period of
at least                      
   must elapse between Beneficiary designation changes. (Specify a period of time, e.g., 90 days OR 12
months.)


(4)               [   ]    Definition of "spouse"
(7.05(A)(5)). The following
definition of "spouse" applies:                                                           .
(Specify  a definition consistent with Applicable Law.)


 


3

















 


(5)               [   ]    Administration of default provision; default
Beneficiaries (7.05(C)).
The following list of default Beneficiaries will apply:        . (Specify,
in order, one or more Beneficiaries who will receive the interest of a deceased
Participant.)


(6)               [   ]    Subsequent restoration of forfeiture-sources
and ordering (7.07(A)(3)).
Restoration of forfeitures will come from the following sources, in the
following order   . (Specify, in order, one or more of the following:
Forfeitures, Employer Contribution, Trust Fund Earnings.)


(7)               [   ]    State law (7.10(H)). The law of the following state will apply:                                                               .
(Specify  one of the 50 states or the District of Columbia, or
other appropriate legal jurisdiction, such as a territory of the United States
or an Indian tribal government.)


(8)               [   ]    Employer securities/real property in Profit
Sharing Plans/401(k) Plans (8.02(A)(13)(a)). The Plan limit on investment in qualifying Employer
securities/real property is            %. (Specify  a
percentage which is less than 100%.)


(9)               [   ]    Provisions relating to insurance and
insurance company (9.08).
The following provisions apply:                                             
(Specify such language as necessary to
accommodate life insurance Contracts the Plan holds.)


[Note: The provisions in this Election 54(h)(9) may
override provisions in Article IX of the Plan, but must be consistent with all
other provisions of the Plan and Applicable Law.]


(i)                  [X]    Code
Sections 415/416 (Article XI) override (11.02(A)(1)). Because of the required aggregation of multiple plans, to
satisfy Code §§415 and/or 416, the following overriding provisions apply:  Top-Heavy Minimum Benefit will be made to this
Plan but the minimum required contribution is increased from 3% to 5% of Total
Compensation for the Plan Year.                                         .
(Specify such language as necessary to
satisfy §§415 and 416.)


 


4

















 


APPENDIX C


LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUST
AMENDMENTS


 


55.     [   ]    INVESTMENT IN GROUP TRUST FUND
(8.09). The nondiscretionary
Trustee, as directed or the discretionary Trustee acting without direction (and
in addition to the discretionary Trustee's authority to invest in its own funds
under Section 8.02(A)(3)), may invest in any of the following group trust
funds:   . (Specify the names of one or more group trust funds
in which the Plan can invest).


[Note: A discretionary or nondiscretionary Trustee
also may invest in any group trust fund authorized by an independent Named
Fiduciary.]


 


56.     [   ]    PERMISSIBLE
TRUST AMENDMENTS  (8.11). The
Employer makes the following amendments to the Trust as permitted under Rev.
Proc. 2005-16, Section 5.09 (Choose
one or more of (a) through (c) as applicable):


[Note: Any amendment under this Election 56 must not:
(i) conflict with any Plan provision unrelated to the Trust or Trustee; or (ii)
cause the Plan to violate Code §401(a). The amendment may override, add to,
delete or otherwise modify the Trust provisions. Do not use this Election 56 to
substitute another pre-approved trust for the Trust. See Election 5(c),
5(d), and 5(e) as to a substitute trust.]


(a)               [   ]    Investments. The Employer amends the Trust provisions relating to Trust
investments as follows:


                                                                                                                                                                                          .


(b)              [   ]    Duties. The Employer amends the Trust provisions relating to
Trustee (or Custodian) duties as follows:


                                                                                                                                                                                          .


(c)               [   ]    Other
administrative provisions. The Employer amends the other administrative provisions
of the Trust as follows:


                                                                                                                                                                                          .


 


1
















 


APPENDIX
D


TABLE
I: ACTUARIAL FACTORS


UP-1984


Without Setback


 


Number of years


from attained age


at the end of Plan Year until


Normal Retirement Age                                           7.50%                                                                 8.00%                                                     8.50%


 


                                                                                                                                                            0                                                                                                      8.458                                                                     8.196                                                         7.949


                                                                                                                                                            1                                                                                                      7.868                                                                     7.589                                                         7.326


                                                                                                                                                            2                                                                                                      7.319                                                                     7.027                                                         6.752


                                                                                                                                                            3                                                                                                      6.808                                                                     6.506                                                         6.223


                                                                                                                                                            4                                                                                                      6.333                                                                     6.024                                                         5.736


                                                                                                                                                            5                                                                                                      5.891                                                                     5.578                                                         5.286


                                                                                                                                                            6                                                                                                      5.480                                                                     5.165                                                         4.872


                                                                                                                                                            7                                                                                                      5.098                                                                     4.782                                                         4.491


                                                                                                                                                            8                                                                                                      4.742                                                                     4.428                                                         4.139


                                                                                                                                                            9                                                                                                      4.412                                                                     4.100                                                         3.815


                                                                                                                                                      10                                                                                                      4.104                                                                     3.796                                                         3.516


                                                                                                                                                      11                                                                                                      3.817                                                                     3.515                                                         3.240


                                                                                                                                                      12                                                                                                      3.551                                                                     3.255                                                         2.986


                                                                                                                                                      13                                                                                                      3.303                                                                     3.014                                                         2.752


                                                                                                                                                      14                                                                                                      3.073                                                                     2.790                                                         2.537


                                                                                                                                                      15                                                                                                      2.859                                                                     2.584                                                         2.338


                                                                                                                                                      16                                                                                                      2.659                                                                     2.392                                                         2.155


                                                                                                                                                      17                                                                                                      2.474                                                                     2.215                                                         1.986


                                                                                                                                                      18                                                                                                      2.301                                                                     2.051                                                         1.831


                                                                                                                                                      19                                                                                                      2.140                                                                     1.899                                                         1.687


                                                                                                                                                      20                                                                                                      1.991                                                                     1.758                                                         1.555


                                                                                                                                                      21                                                                                                      1.852                                                                     1.628                                                         1.433


                                                                                                                                                      22                                                                                                      1.723                                                                     1.508                                                         1.321


                                                                                                                                                      23                                                                                                      1.603                                                                     1.396                                                         1.217


                                                                                                                                                      24                                                                                                      1.491                                                                     1.293                                                         1.122


                                                                                                                                                      25                                                                                                      1.387                                                                     1.197                                                         1.034


                                                                                                                                                      26                                                                                                      1.290                                                                     1.108                                                         0.953


                                                                                                                                                      27                                                                                                      1.200                                                                     1.026                                                         0.878


                                                                                                                                                      28                                                                                                      1.116                                                                     0.950                                                         0.810


                                                                                                                                                      29                                                                                                      1.039                                                                     0.880                                                         0.746


                                                                                                                                                      30                                                                                                      0.966                                                                     0.814                                                         0.688


                                                                                                                                                      31                                                                                                      0.899                                                                     0.754                                                         0.634


                                                                                                                                                      32                                                                                                      0.836                                                                     0.698                                                         0.584


                                                                                                                                                      33                                                                                                      0.778                                                                     0.647                                                         0.538


                                                                                                                                                      34                                                                                                      0.723                                                                     0.599                                                         0.496


                                                                                                                                                      35                                                                                                      0.673                                                                     0.554                                                         0.457


                                                                                                                                                      36                                                                                                      0.626                                                                     0.513                                                         0.422


                                                                                                                                                      37                                                                                                      0.582                                                                     0.475                                                         0.389


                                                                                                                                                      38                                                                                                      0.542                                                                     0.440                                                         0.358


                                                                                                                                                      39                                                                                                      0.504                                                                     0.407                                                         0.330


                                                                                                                                                      40                                                                                                      0.469                                                                     0.377                                                         0.304


                                                                                                                                                      41                                                                                                      0.436                                                                     0.349                                                         0.280


                                                                                                                                                      42                                                                                                      0.406                                                                     0.323                                                         0.258


                                                                                                                                                      43                                                                                                      0.377                                                                     0.299                                                         0.238


                                                                                                                                                      44                                                                                                      0.351                                                                     0.277                                                         0.219


                                                                                                                                                      45                                                                                                      0.327                                                                     0.257                                                         0.202


 


Note: A
Participant's Actuarial Factor under Table I is the factor corresponding to the
number of years until the Participant reaches his/her Normal Retirement Age
under the Plan. A Participant's age as of the end of the current Plan Year is
his/her age on his/her last birthday. For any Plan Year beginning on or after
the Participant's attainment of Normal Retirement Age, the factor for
"zero" years applies.


 


1

















 


APPENDIX
D


TABLE
II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE


OTHER
THAN 65


UP-1984


Without Setback


 


 


Normal Retirement


                                    Age                                                                                                                            7.50%                                                     8.00%                                                     8.50%


 


                                                                                                                                    55                                                                                                                                    1.2242                                                   1.2147                                                   1.2058


                                                                                                                                    56                                                                                                                                    1.2043                                                   1.1959                                                   1.1879


                                                                                                                                    57                                                                                                                                    1.1838                                                   1.1764                                                   1.1694


                                                                                                                                    58                                                                                                                                    1.1627                                                   1.1563                                                   1.1503


                                                                                                                                    59                                                                                                                                    1.1411                                                   1.1357                                                   1.1305


                                                                                                                                    60                                                                                                                                    1.1188                                                   1.1144                                                   1.1101


                                                                                                                                    61                                                                                                                                    1.0960                                                   1.0925                                                   1.0891


                                                                                                                                    62                                                                                                                                    1.0726                                                   1.0700                                                   1.0676


                                                                                                                                    63                                                                                                                                    1.0488                                                   1.0471                                                   1.0455


                                                                                                                                    64                                                                                                                                    1.0246                                                   1.0237                                                   1.0229


                                                                                                                                    65                                                                                                                                    1.0000                                                   1.0000                                                   1.0000


                                                                                                                                    66                                                                                                                                    0.9752                                                   0.9760                                                   0.9767


                                                                                                                                    67                                                                                                                                    0.9502                                                   0.9518                                                   0.9533


                                                                                                                                    68                                                                                                                                    0.9251                                                   0.9274                                                   0.9296


                                                                                                                                    69                                                                                                                                    0.8998                                                   0.9027                                                   0.9055


                                                                                                                                    70                                                                                                                                    0.8740                                                   0.8776                                                   0.8810


                                                                                                                                    71                                                                                                                                    0.8478                                                   0.8520                                                   0.8561


                                                                                                                                    72                                                                                                                                    0.8214                                                   0.8261                                                   0.8307


                                                                                                                                    73                                                                                                                                    0.7946                                                   0.7999                                                   0.8049


                                                                                                                                    74                                                                                                                                    0.7678                                                   0.7735                                                   0.7790


                                                                                                                                    75                                                                                                                                    0.7409                                                   0.7470                                                   0.7529


                                                                                                                                    76                                                                                                                                    0.7140                                                   0.7205                                                   0.7268


                                                                                                                                    77                                                                                                                                    0.6874                                                   0.6942                                                   0.7008


                                                                                                                                    78                                                                                                                                    0.6611                                                   0.6682                                                   0.6751


                                                                                                                                    79                                                                                                                                    0.6349                                                   0.6423                                                   0.6494


                                                                                                                                    80                                                                                                                                    0.6090                                                   0.6165                                                   0.6238


 


Note: Use Table II
only if the Normal Retirement Age for any Participant is not 65. If a
Participant's Normal Retirement Age is not 65, adjust Table I by multiplying all factors applicable to that Participant
in Table I by the appropriate Table II factor.


 


2
















 


AMENDMENT
FOR THE FINAL 415 REGULATIONS


 


ARTICLE
I


PREAMBLE


 


1.1         Effective date of
Amendment. This Amendment is effective for limitation years and
plan years beginning on or after July 1, 2007, except as otherwise provided
herein.


 


1.2         Superseding
of inconsistent provisions. This Amendment supersedes the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this Amendment.


 


1.3         Employer's election.
The Employer adopts all Articles of this Amendment, except
those Articles that the Employer specifically elects not to adopt.


 


1.4         Construction. Except as
otherwise provided in this Amendment, any reference to "Section" in
this Amendment refers only to sections within this Amendment, and is not a
reference to the Plan. The Article and Section numbering in this Amendment is
solely for purposes of this Amendment, and does not relate to any Plan article,
section or other numbering designations.


 


1.5         Effect of
restatement of Plan. If the Employer restates the Plan,
then this Amendment shall remain in effect after such restatement unless the
provisions in this Amendment are restated or otherwise become obsolete (e.g.,
if the Plan is restated onto a plan document which incorporates the final Code
§415 Regulation provisions).


 


1.6         Adoption by
prototype sponsor. Except as otherwise provided herein,
pursuant to the provisions of the Plan and Section 5.01 of Revenue Procedure
2005-16, the sponsor hereby adopts this Amendment on behalf of all adopting
employers.


 


ARTICLE
II


EMPLOYER
ELECTIONS


 


The Employer only needs to complete the questions in Section
2.2 in order to override the default provisions set forth below. If the Plan
will use all of the default provisions, then these questions should be skipped
and the Employer does not need to execute this amendment.


 


2.1         Default Provisions. Unless the
Employer elects otherwise in Section 2.2, the following defaults will apply:


 


a.                The provisions of the Plan setting
forth the definition of compensation for purposes of Code §415 (hereinafter referred
to as "415 Compensation"), as well as compensation for purposes of
determining highly compensated employees pursuant to Code §414(q) and for top-heavy
purposes under Code §416 (including the determination of key employees), shall
be modified by (1) including payments for unused sick, vacation or other leave
and payments from nonqualified unfunded deferred compensation plans (Amendment
Section 3.2(b)), (2) excluding salary continuation payments for participants on
military service (Amendment Section 3.2(c)), and (3) excluding salary
continuation payments for disabled participants (Amendment Section 3.2(d)).


 


b.               The "first few weeks rule"
does not apply for purposes of 415 Compensation (Amendment Section 3.3).


 


c.                The provision of the Plan setting
forth the definition of compensation for allocation purposes (hereinafter
referred to as "Plan Compensation") shall be modified to provide for
the same adjustments to Plan Compensation (for all contribution types) that are
made to 415 Compensation pursuant to this Amendment. 


 


2.2         In lieu of default
provisions. In lieu of the default provisions above, the
following apply: (select all that apply; if no selections are made, then the
defaults apply)


 


415 Compensation. (select all
that apply):


a.                [   ]       Exclude leave cashouts and deferred
compensation (Section 3.2(b))


b.               [   ]       Include military continuation
payments (Section 3.2(c))


c.                [   ]       Include disability continuation
payments (Section 3.2(d)):


1.               [   ]       For Nonhighly Compensated Employees
only


2.               [   ]       For all participants and the salary
continuation will continue for the following fixed or determinable
period:                                             


d.               [   ]       Apply the administrative delay
("first few weeks") rule (Section 3.3)


 


1

















 


Plan
Compensation. (select all that apply):


 


NOTE: Elective
Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee
Contributions, Matching includes all Matching Contributions and Nonelective
includes all Nonelective Contributions. For all Plans other than 401(k) plans,
only use column 1. or column 4. in the table below.


 


NOTE: Under the
GUST PPD document, the plan excludes all post-severance compensation unless the
Employer had elected otherwise in its adoption agreement.


 


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         Elective


                                                                                                                                                                                                                                                                                                                                                                                                            All                                                          Deferrals                 Matching             Nonelective


 


e.                [   ]       Default provisions apply                                                                                                                                                                                                   1.   N/A     OR                              2.   [   ]                               3.   [   ]                                           4.   [   ]


 


f.                 [   ]       No change from existing Plan
provisions                                                                                                                      1.   [   ]     
OR                               2.   [   ]                               3.   [   ]                                           4.   [   ]


 


g.               [   ]       Exclude all post-severance
compensation                                                                                                                       1.   [   ]     
OR                               2.   [   ]                               3.   [   ]                                           4.   [   ]


 


h.               [   ]       Exclude post-severance regular pay                                                                                                                                               1.   [   ]     
OR                               2.   [   ]                               3.   [   ]                                           4.   [   ]


 


i.                  [   ]       Exclude leave cashouts and deferred
compensation                                                                         1.   [   ]     
OR                               2.   [   ]                               3.   [   ]                                           4.   [   ]


 


j.                  [   ]       Include post-severance military
continuation payments                                                        1.   [   ]     
OR                               2.   [   ]                               3.   [   ]                                           4.   [   ]


 


k.               [   ]       Include post-severance disability
continuation payments:                                              1.   [   ]     
OR                               2.   [   ]                               3.   [   ]                                           4.   [   ]


a.                [  
]       For Nonhighly
Compensated Employees only


b.               [  
]       For all
participants and the salary continuation


will continue for
the following fixed or determinable


period:                                                                                                                                                                                     


 


l.                  [   ]       Other                                                                                                                                                                                                                                                                                            (describe)


 


Plan Compensation
Special Effective Date. The definition of Plan Compensation
is modified as set forth herein effective as of the same date as the 415
Compensation change is effective unless otherwise specified:


m.                                                                                                                                                                                                                                                                                                                                                             (enter the
effective date)


 


ARTICLE
III


FINAL
SECTION 415 REGULATIONS


 


3.1         Effective date. The
provisions of this Article III shall apply to limitation years beginning on and
after July 1, 2007.


 


3.2         415 Compensation
paid after severance from employment. 415 Compensation shall be adjusted,
as set forth herein and as otherwise elected in Article II, for the following
types of compensation paid after a Participant's severance from employment with
the Employer maintaining the Plan (or any other entity that is treated as the
Employer pursuant to Code §414(b), (c), (m) or (o)). However, amounts described
in subsections (a) and (b) below may only be included in 415 Compensation to
the extent such amounts are paid by the later of 2 1/2 months after severance
from employment or by the end of the limitation year that includes the date of
such severance from employment. Any other payment of compensation paid after
severance of employment that is not described in the following types of
compensation is not considered 415 Compensation within the meaning of Code
§415(c)(3), even if payment is made within the time period specified above.


 


(a)           Regular pay. 415 Compensation shall include
regular pay after severance of employment if:


 


(1)          The payment is regular compensation
for services during the participant's regular working hours, or compensation
for services outside the participant's regular working hours (such as overtime
or shift differential), commissions, bonuses, or other similar payments; and


 


(2)          The payment would have been paid to
the participant prior to a severance from employment if the participant had
continued in employment with the Employer.


 


2

















 


(b)          Leave cashouts and
deferred compensation. Leave cashouts shall be included in
415 Compensation, unless otherwise elected in Section 2.2 of this Amendment, if
those amounts would have been included in the definition of 415 Compensation if
they were paid prior to the participant's severance from employment, and the
amounts are payment for unused accrued bona fide sick, vacation, or other
leave, but only if the participant would have been able to use the leave if
employment had continued. In addition, deferred compensation shall be included
in 415 Compensation, unless otherwise elected in Section 2.2 of this Amendment,
if the compensation would have been included in the definition of 415
Compensation if it had been paid prior to the participant's severance from
employment, and the compensation is received pursuant to a nonqualified
unfunded deferred compensation plan, but only if the payment would have been
paid at the same time if the participant had continued in employment with the
Employer and only to the extent that the payment is includible in the
participant's gross income.


 


(c)           Salary continuation
payments for military service participants. 415 Compensation
does not include, unless otherwise elected in Section 2.2 of this Amendment,
payments to an individual who does not currently perform services for the
Employer by reason of qualified military service (as that term is used in Code
§414(u)(1)) to the extent those payments do not exceed the amounts the individual
would have received if the individual had continued to perform services for the
Employer rather than entering qualified military service.


 


(d)          Salary continuation
payments for disabled Participants. Unless otherwise elected in Section
2.2 of this Amendment, 415 Compensation does not include compensation paid to a
participant who is permanently and totally disabled (as defined in Code
§22(e)(3)). If elected, this provision shall apply to either just non-highly
compensated participants or to all participants for the period specified in
Section 2.2 of this Amendment.


 


3.3         Administrative delay
("the first few weeks") rule. 415 Compensation
for a limitation year shall not include, unless otherwise elected in Section
2.2 of this Amendment, amounts earned but not paid during the limitation year
solely because of the timing of pay periods and pay dates. However, if elected
in Section 2.2 of this Amendment, 415 Compensation for a limitation year shall
include amounts earned but not paid during the limitation year solely because
of the timing of pay periods and pay dates, provided the amounts are paid
during the first few weeks of the next limitation year, the amounts are
included on a uniform and consistent basis with respect to all similarly
situated participants, and no compensation is included in more than one
limitation year.


 


3.4         Inclusion of certain
nonqualified deferred compensation amounts. If the Plan's
definition of Compensation for purposes of Code §415 is the definition in
Regulation Section 1.415(c)-2(b) (Regulation Section 1.415-2(d)(2) under
the Regulations in effect for limitation years beginning prior to July 1, 2007)
and the simplified compensation definition of Regulation 1.415(c)-2(d)(2)
(Regulation Section 1.415-2(d)(10) under the Regulations in effect for
limitation years prior to July 1, 2007) is not used, then 415 Compensation
shall include amounts that are includible in the gross income of a Participant
under the rules of Code §409A or Code §457(f)(1)(A) or because the amounts are
constructively received by the Participant. [Note if the Plan's definition of
Compensation is W-2 wages or wages for withholding purposes, then these amounts
are already included in Compensation.]


 


3.5         Definition of annual additions. The Plan's definition of
"annual additions" is modified as follows:


 


(a)           Restorative
payments. Annual additions for purposes of Code §415 shall not
include restorative payments. A restorative payment is a payment made to
restore losses to a Plan resulting from actions by a fiduciary for which there
is reasonable risk of liability for breach of a fiduciary duty under ERISA or
under other applicable federal or state law, where participants who are
similarly situated are treated similarly with respect to the payments.
Generally, payments are restorative payments only if the payments are made in
order to restore some or all of the plan's losses due to an action (or a
failure to act) that creates a reasonable risk of liability for such a breach
of fiduciary duty (other than a breach of fiduciary duty arising from failure
to remit contributions to the Plan). This includes payments to a plan made
pursuant to a Department of Labor order, the Department of Labor's Voluntary
Fiduciary Correction Program, or a court-approved settlement, to restore
losses to a qualified defined contribution plan on account of the breach of
fiduciary duty (other than a breach of fiduciary duty arising from failure to
remit contributions to the Plan). Payments made to the Plan to make up for
losses due merely to market fluctuations and other payments that are not made
on account of a reasonable risk of liability for breach of a fiduciary duty
under ERISA are not restorative payments and generally constitute contributions
that are considered annual additions.


 


(b)          Other Amounts. Annual
additions for purposes of Code §415 shall not include: (1) The direct transfer
of a benefit or employee contributions from a qualified plan to this Plan; (2)
Rollover contributions (as described in Code §§401(a)(31), 402(c)(1),
403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made
to a participant from the Plan; and (4) Repayments of amounts described in Code
§411(a)(7)(B) (in accordance with Code §411(a)(7)(C)) and Code §411(a)(3)(D) or
repayment of contributions to a governmental plan (as defined in Code §414(d))
as described in Code §415(k)(3), as well as Employer restorations of benefits
that are required pursuant to such repayments.


 


(c)           Date of tax-exempt
Employer contributions. Notwithstanding anything in the Plan
to the contrary, in the case of an Employer that is exempt from Federal income
tax (including a governmental employer), Employer contributions are treated as
credited to a participant's account for a particular limitation year only if
the contributions are actually made to the plan no later than the 15th day of
the tenth calendar month following the end of the calendar year or fiscal year
(as applicable, depending on the basis on which the employer keeps its books)
with or within which the particular limitation year ends.


 


3

















 


3.6         Change of limitation
year. The limitation year may only be changed by a Plan
amendment. Furthermore, if the Plan is terminated effective as of a date other
than the last day of the Plan's limitation year, then the Plan is treated as if
the Plan had been amended to change its limitation year. 


 


3.7         Excess Annual
Additions. Notwithstanding any provision of the Plan to the
contrary, if the annual additions (within the meaning of Code §415) are
exceeded for any participant, then the Plan may only correct such excess in
accordance with the Employee Plans Compliance Resolution System (EPCRS) as set
forth in Revenue Procedure 2006-27 or any superseding guidance,
including, but not limited to, the preamble of the final §415 regulations.


 


3.8         Aggregation and
Disaggregation of Plans.


 


(a)           For purposes of applying the
limitations of Code §415, all defined contribution plans (without regard to
whether a plan has been terminated) ever maintained by the Employer (or a
"predecessor employer") under which the participant receives annual
additions are treated as one defined contribution plan. The
"Employer" means the Employer that adopts this Plan and all members
of a controlled group or an affiliated service group that includes the Employer
(within the meaning of Code §§414(b), (c), (m) or (o)), except that for
purposes of this Section, the determination shall be made by applying Code
§415(h), and shall take into account tax-exempt organizations under Regulation
Section 1.414(c)-5, as modified by Regulation Section 1.415(a)-1(f)(1).
For purposes of this Section: 


 


(1)          A former Employer is a
"predecessor employer" with respect to a participant in a plan
maintained by an Employer if the Employer maintains a plan under which the
participant had accrued a benefit while performing services for the former
Employer, but only if that benefit is provided under the plan maintained by the
Employer. For this purpose, the formerly affiliated plan rules in Regulation Section
1.415(f)-1(b)(2) apply as if the Employer and predecessor Employer
constituted a single employer under the rules described in Regulation Section
1.415(a)-1(f)(1) and (2) immediately prior to the cessation of
affiliation (and as if they constituted two, unrelated employers under the
rules described in Regulation Section 1.415(a)-1(f)(1) and (2)
immediately after the cessation of affiliation) and cessation of affiliation
was the event that gives rise to the predecessor employer relationship, such as
a transfer of benefits or plan sponsorship.


 


(2)          With respect to an Employer of a
participant, a former entity that antedates the Employer is a "predecessor
employer" with respect to the participant if, under the facts and
circumstances, the Employer constitutes a continuation of all or a portion of
the trade or business of the former entity. 


 


(b)          Break-up of an
affiliate employer or an affiliated service group. For purposes
of aggregating plans for Code §415, a "formerly affiliated plan" of
an employer is taken into account for purposes of applying the Code §415
limitations to the employer, but the formerly affiliated plan is treated as if
it had terminated immediately prior to the "cessation of
affiliation." For purposes of this paragraph, a "formerly affiliated
plan" of an employer is a plan that, immediately prior to the cessation of
affiliation, was actually maintained by one or more of the entities that
constitute the employer (as determined under the employer affiliation rules
described in Regulation Section 1.415(a)-1(f)(1) and (2)), and
immediately after the cessation of affiliation, is not actually maintained by
any of the entities that constitute the employer (as determined under the
employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1)
and (2)). For purposes of this paragraph, a "cessation of
affiliation" means the event that causes an entity to no longer be
aggregated with one or more other entities as a single employer under the
employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1)
and (2) (such as the sale of a subsidiary outside a controlled group), or that
causes a plan to not actually be maintained by any of the entities that
constitute the employer under the employer affiliation rules of Regulation
Section 1.415(a)-1(f)(1) and (2) (such as a transfer of plan sponsorship
outside of a controlled group).


 


(c)           Midyear Aggregation. Two or more
defined contribution plans that are not required to be aggregated pursuant to
Code §415(f) and the Regulations thereunder as of the first day of a limitation
year do not fail to satisfy the requirements of Code §415 with respect to a
participant for the limitation year merely because they are aggregated later in
that limitation year, provided that no annual additions are credited to the
participant's account after the date on which the plans are required to be
aggregated.


 


 


ARTICLE
IV


PLAN
COMPENSATION


 


4.1         Compensation limit.
Notwithstanding Amendment Section 4.2 or any election in Amendment Section 2.2,
if the Plan is a 401(k) plan, then participants may not make elective deferrals
with respect to amounts that are not 415 Compensation. However, for this
purpose, 415 Compensation is not limited to the annual compensation limit of
Code §401(a)(17).


 


4.2         Compensation paid after
severance from employment. Compensation for purposes of
allocations (hereinafter referred to as Plan Compensation) shall be adjusted,
unless otherwise elected in Amendment Section 2.2, in the same manner as 415
Compensation pursuant to Article III of this Amendment if those amounts would
have been included in Compensation if they were paid prior to the Participant's
severance from employment, except in applying Article III, the term
"limitation year" shall be replaced with the term "plan
year" and the term "415 Compensation" shall be replaced with the
term "Plan Compensation."


 


4

















 


4.3         Option to apply Plan
Compensation provisions early. The provisions of this Article shall
apply for Plan Years beginning on and after July 1, 2007, unless another
effective date is specified in Section 2.2 of this Amendment.


 


Except with respect to any election made by the employer in
Section 2.2, this amendment is hereby adopted by the prototype sponsor on
behalf of all adopting employers on:


 


__________________________________________________________
(signature and date)


 


Sponsor Name: The
Prudential Insurance Company of America (PICA)


 


NOTE: The Employer
only needs to execute this Amendment if an election has been made in Section
2.2 of this Amendment.


 


This amendment has been executed this _________________ day
of ______________________________, ________.


 


Name of Plan:
 California Coastal Communities 401(k)
Plan                                                                                                    


 


Name of
Employer:  California Coastal Communities, Inc.                                                                                                              


 


By:                                                                                                                                                                                                                                                                                                                                                                             


                                                                                                EMPLOYER


 


5
















 


PRUDENTIAL
ADOPTION AGREEMENT


ADMINISTRATIVE
CHECKLIST


June 1, 2010


 


This Administrative Checklist
("AC") is not part of the Adoption Agreement or Plan but is for the
use of the Plan Administrator in administering the Plan.


 


The AC reflects the Plan policies and
operation as of the date set forth above and may also reflect Plan policies and
operation pre-dating the specified date.


 


AC1.          PARTICIPANT DISTRIBUTION NOTIFICATION
PERIOD (PPA Amendment). For any distribution notice issued in Plan Years
beginning after December 31, 2006, any reference to the 180-day maximum notice
period prior to distribution in applying the notice requirements of Code
§§402(f) (the rollover notice), 411(a)(11) (Participant's consent to
distribution), and 417 (notice under the joint and survivor annuity rules) will
continue to be enforced administratively as a 90 day maximum notice period
unless a different maximum notice period is specified below. (Choose (a) if a different maximum notice period
will be applied administratively.):


(a)           [X]       The Plan will
administratively enforce a maximum notice period of   80  
days (maximum notice period cannot exceed 180 days.)


 


AC2.          PLAN LOANS  (7.06). The Plan permits or does not permit
Participant Loans as follows (Choose one of
(a) or (b)):


(a)           [   ]       Does
not permit.


(b)          [X]       Permitted pursuant to the Loan Policy. See SFC Election 72
to complete Loan Policy.


 


AC3.          HARDSHIP
DISTRIBUTION SUSPENSION PERIOD  (6.07(A)(2)).
A Participant who receives a safe harbor hardship distribution may not make
Elective Deferrals or Employee Contributions to the Plan during the 6-month
period following the date of the hardship distribution, unless the Plan
Administrator elects in (b) below to require a longer period. (Choose one of (a) or (b)):


(a)           [X]       The Plan will
apply the 6-month suspension period as described in Section 6.07(A)(2) of the
Plan.


(b)          [   ]       The Plan will modify the suspension
period as described in Section 6.07(A)(2) of the Plan. A Participant who
receives a safe harbor hardship distribution may not make Elective Deferrals or
Employee Contributions to the Plan during the                       -month (enter a number of months, not to exceed 12)
period following the date of the Hardship Distribution.


 


AC4.          SPOUSAL CONSENT FOR
DISTRIBUTIONS  (7.02(C)(2)).
The following serves as the Plan's administrative policy with regard to the
requirement of spousal consent for distributions that are not otherwise subject
to the Qualified Joint and Survivor Annuity requirements. (Choose one of (a) through (c) as applicable):


(a)           [   ]       Not Applicable. Plan is subject to
the Qualified Joint and Survivor Annuity requirements outlined in the Plan thus
all distributions exceeding the threshold identified in the Plan are subject to
spousal consent.


(b)          [X]       Participants
will not be required to obtain spousal consent for all distributions made from
the Plan (unless the Participant chooses an annuity form of payment, which will
require a distribution, and any subsequent distributions, exceeding the
threshold identified in the Plan to be subject to spousal consent).


(c)           [   ]       Participants will be required to
obtain spousal consent for all distributions made from the Plan exceeding the
threshold identified in the Plan.


 


AC5.          PARTICIPANT
DIRECTION OF INVESTMENT  (7.03(B)).
The Plan permits Participant direction of investment or does not permit
Participant direction of investment as to some or all Accounts as follows (Choose one of (a) or (b)):


(a)           [   ]       Does
not permit. The Plan does not permit Participant direction of
investment of any Account.


(b)          [X]       Permitted as follows. The Plan permits Participant
direction of investment. (Complete (1)
through (4)):


(1)          Accounts
affected.  (Choose a. or choose one
or more of b. through f.):


a.           [X]        All Accounts.


b.          [   ]        Elective
Deferral Accounts (Pre-tax and Roth) and Employee Contributions.


c.           [   ]        All
Nonelective Contribution Accounts.


d.          [   ]        All
Matching Contribution Accounts.


e.           [   ]        All
Rollover Contribution and Transfer Accounts.


f.            [   ]        Specify
Accounts:                                                                                                                                                                                                                                                                                                                                                                                                                                  


(2)          Restrictions
on Participant direction (Choose one of a.
or b.):


a.           [X]        None. Provided the investment does not result in a
prohibited transaction, give rise to UBTI, create administrative problems or
violate the Plan terms or Applicable Law.


b.          [   ]        Restrictions:                                                                                                                                                                                                                                                                                                                                                                                                                                                             


(3)          ERISA
§404(c).  (Choose one of a. or b.):


a.           [X]        Applies.


b.          [   ]        Does
not apply.


(4)          QDIA
(Qualified Default Investment Alternative).  (Choose one of a. or b.):


a.           [X]        Applies. See SFC Election 110 for details.


b.          [   ]        Does
not apply.


 


1

















 


AC6.          SALARY REDUCTION
AGREEMENT ELECTIONS  (1.54(C)).
The Plan permits Salary Reduction Elections in the following form(s) (Choose (a) through (e) as applicable). 


(a)           [   ]       No restriction on method of a
Participant's salary reduction election


(b)          [X]       In whole
percentage increments


(c)           [X]       In whole
dollar increments


(d)          [   ]        In percentage increments except that
catch-up salary reductions may be made in whole percentage increments or whole
dollar increments


(e)           [   ]       Other:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  


 


With respect to timing of Salary
Reduction Election changes the Plan permits salary reduction election changes
as indicated below (Choose (a) through (e)
as applicable).


(a)           [X]       Permitted at
any time and will be effective as soon as administratively feasible


(b)          [   ]       Permitted only on the first day of
each calendar month


(c)           [   ]       Permitted only on the first day of
each calendar quarter


(d)          [   ]       Permitted only once every                          (choose
one of 30/60/90) days


(e)           [   ]       Other:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  


 


With respect to a Participant's
Salary Reduction Election for bonus payments, the following applies (Choose (a) or (b) as applicable).


(a)           [   ]       A separate participant election is
not permitted for bonuses. The same Salary Reduction Agreement election will
apply to all Elective Deferral Compensation.


(b)          [X]       A separate
participant election will be   permitted  
(permitted/required) for bonuses. Participants may make a separate election on
the Salary Reduction Agreement form provided by the Employer which will apply
only to bonus payments. If permitted is elected, the participant's regular
election will apply unless a separate election is made. If you select required,
there will be no deferral from bonuses unless the participant makes a separate
election for bonuses.


 


AC7.          ROLLOVER
CONTRIBUTIONS  (3.08).
The Plan permits or does not permit Rollover Contributions as follows (Choose one of (a) or (b)):


(a)           [   ]       Does
not permit.


(b)          [X]       Permits. Subject to approval by the Plan Administrator and as
further described below (Complete (1) and
(2)):


(1)          Who
may roll over.  (Choose one of a.
or b.):


a.           [   ]        Participants
only.


b.          [X]        Eligible Employees or Participants.


(2)          Sources/Types. The Plan
will accept a Rollover Contribution (Choose
one of a. or b.):


a.           [   ]        All. From any
Eligible Retirement Plan and as to all Contribution Types eligible to be rolled
into this Plan.


b.          [X]        Limited. Only from the following types of Eligible Retirement
Plans and/or as to the following Contribution Types:  All qualified plans excluding after-tax contributions
and IRAs.                                                                                                                                                                                                                                              .


 


AC8.          PLAN EXPENSES  (7.04(C)). The Employer will pay or the
Plan will be charged with non-settlor Plan expenses as follows (Choose one of (a) or (b)):


(a)           [   ]       Employer pays all expenses except those intrinsic to Trust assets which
the Plan will pay (e.g., brokerage commissions).


(b)          [X]       Plan pays some or all non-settlor expenses. See SFC
Election 126 for details.


 


AC9.          RELATED AND
PARTICIPATING EMPLOYERS  (1.23(C)/(D)).
There are or are not Related Employers and Participating Employers as follows (Complete (a) through (c)):


(a)           Related
Employers.  (Choose one of (1)
or (2)):


(1)          [   ]       None.


(2)          [X]       Name(s) of Related Employers:   Hearthside Homes, Inc.                                                                                                                      


(b)          Participating
(Related) Employers.  (Choose
one of (1) or (2)):


(1)          [   ]       None.


(2)          [X]       Name(s) of Participating Employers:   Hearthside Homes Inc.                                                                                               See SFC
Election 73 for details.


(c)           Former
Participating Employers.  (Choose
one of (1) or (2)):


(1)          [X]       None.


(2)          [   ]       Applies.


 


Name(s)                                                                                                                                         Date of cessation


 


                                                                                                                                                                                                                                                                 


 


                                                                                                                                                                                                                                                                 


 


AC10.    TOP-HEAVY MINIMUM-MULTIPLE PLANS  (10.03). If the Employer maintains another
plan, this Plan provides that the Plan Administrator operationally will
determine in which plan the Employer will satisfy the Top-Heavy Minimum
Contribution (or benefit) requirement as to Non-Key Employees who participate
in such plans and who are entitled to a Top-Heavy Minimum Contribution (or
benefit). This Election documents the Plan Administrator's operational
election. (Choose (a) or choose one of (b)
or (c)):


(a)           [   ]       Does
not apply.


(b)          [   ]       If
only another Defined Contribution Plan. Make the Top-Heavy
Minimum Allocation (Choose one of (1) or
(2)):


 


2

















 


(1)          [   ]       To this Plan.


(2)          [   ]       To another Defined Contribution Plan:                                                                                                                                                                                                                                                                       (plan name)


(c)           [X]       If one or more Defined Benefit Plans. Make the Top-Heavy
Minimum Allocation or provide the top-heavy minimum benefit (Choose one of (1), (2), or (3)):


(1)          [X]       To this Plan. Increase the Top-Heavy Minimum
Allocation to 5%.


(2)          [   ]       To another Defined Contribution Plan. Increase the
Top-Heavy Minimum Allocation to 5% and provide under the:                                                 (name of
other Defined Contribution Plan).


(3)          [   ]       To a Defined Benefit Plan. Provide the 2% top-heavy minimum
benefit under the:                             
(name of Defined Benefit Plan) and applying the following interest rate and
mortality assumptions:                             .


 


AC11.    SELF-EMPLOYED PARTICIPANTS  (1.21(A)). One or more self-employed
Participants with Earned Income benefits in the Plan as follows (Choose one of (a) or (b)):


(a)           [X]       None.


(b)          [   ]       Applies.


 


AC12.    PROTECTED BENEFITS  (11.02(C)). The following Protected
Benefits no longer apply to all Participants or do not apply to designated
amounts/Participants as indicated, having been eliminated by a Plan amendment (Choose (a), or one or both of (b) – (c) as
applicable):


(a)           [X]       Does not apply. No Protected Benefits have been
eliminated.


(b)          [   ]       Applies. Protected Benefits have been eliminated as follows (Choose one or more of rows (1) through (4) as
applicable. Choose one of columns (1), (2), or (3), and complete column (4)):


 


	
   

  	
  (1)

  All

  Participants/

  Accounts

  	
  (2)

  Post-E.D.

  Contribution

  Accounts only

  	
  (3)

  Post-E.D.

  Participants

  only

  	
  (4)

  Effective

  Date

  (E.D.)

  
	
  (1)          [   ]       QJSA/QPSA
  distributions

  	
  [   ]

  	
  [   ]

  	
  [   ]

  	
  ______________

  
	
  (2)          [   ]       Installment
  distributions

  	
  [   ]

  	
  [   ]

  	
  [   ]

  	
  ______________

  
	
  (3)          [   ]       In-kind
  distributions

  	
  [   ]

  	
  [   ]

  	
  [   ]

  	
  ______________

  



(4)          [   ]       Specify:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           


(c)           [   ]       Applies. List any Protected Benefits that are
provided under this Plan but that are not specifically provided for under the
Adoption Agreement (complete (1), (2) and
(3), select one of (4) or (5), and complete (a) through (j) as applicable):


(1)          [   ]       Effective
Date:                                                                                                                                                                               


(2)          [   ]       Name
of Predecessor Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                    


(3)          [   ]       Name
of Merged Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                                         


This addendum
is with respect to (choose one of (4) or (5)):



(4)          [   ]       Participants as of
the Effective Date indicated above


(5)          [   ]       Participant accounts
accrued as of the Effective Date above


 


AC13.    LIFE INSURANCE  (9.01). The Trust invests or does not
invest in life insurance Contracts as follows (Choose
one of (a) or (b)):


(a)           [X]       Does not apply.


(b)          [   ]       Applies. Subject to
the limitations and other provisions in Article IX and/or Appendix B.


 


AC14.    DISTRIBUTION OF CASH OR PROPERTY  (8.04). The Plan provides for distribution
in the form of (Choose one of (a) or (b)):


(a)           [X]       Cash only. Except where property distribution
is required or permitted under Section 8.04.


(b)          [   ]       Cash
or property. At the distributee's election and consistent with any
Plan Administrator policy under Section 8.04.


 


AC15.    EMPLOYER SECURITIES/EMPLOYER REAL
PROPERTY  (8.02(A)(13)).
The Trust invests or does not invest in qualifying Employer securities and/or
qualifying Employer real property as follows (Choose
one of (a) or (b)):


(a)           [X]       Does not apply.


(b)          [   ]       Applies. Such
investments are subject to the limitations of Section 8.02(A)(13) and/or
Appendix B.


 


CLIENT
ACKNOWLEDGEMENT


By adopting this
administrative checklist, serving as an administrative policy, we direct
Prudential to make any adjustments that may be necessary to its record-keeping
system. The Plan Sponsor understands their responsibility to notify
participants of this administrative policy and the administrative procedures
herein.


 


3

















 


I confirm that I am authorized by the
Employer to adopt the rules of procedure and policies enclosed herein. As the
Plan Administrator, I consider these rules of procedure and policies reasonable
or necessary for the proper and efficient administration of the Plan.
Therefore, upon my signature below, I hereby adopt this Administrative
Checklist as an administrative policy to the Plan.


 


Plan
Administrator:   //S. G. Sciutto//                                                                                                                                                                                                                                                                 Date: 
4/19/10                                                                                                                                                                       


 


 


Plan Name:   California
Coastal Communities 401(k) Plan                                                                                                                                                                                                                                                                                                        


Plan Number:   001                                                                                                     


 


4