Exhibit 4.4 Tempo Bank Employees’
Savings and Profit-Sharing Plan and Trust


 


 


 






    	 



    	 



    

 


 


	ADOPTION AGREEMENT


 


For Tempo Bank, a FSB


Employees' Savings & Profit
Sharing Plan and Trust


 


Client No.G14


 




    	 



    	 



    

 


ADOPTION AGREEMENT


FOR


TEMPO BANK, A FSB


EMPLOYEES'
SAVINGS & PROFIT SHARING PLAN AND TRUST


 


Name of Employer: Tempo Bank, a FSB


 


Address: 28 W. Broadway, Trenton, IL 62293


 


Telephone Number: 618-224-9228


 


Contact Person: Robert J Stroh



 


Name of Plan: Tempo Bank, a FSB Employees’ Savings
& Profit Sharing Plan and Trust 


 


THIS ADOPTION AGREEMENT, upon execution by the Employer
and the Trustee, and subsequent approval by a duly authorized representative of Pentegra Services, Inc. (the
"Sponsor"), together with the Sponsor's Employees' Savings & Profit Sharing Plan and Trust Agreement (the
"Agreement"), shall constitute the Tempo Bank, a FSB Employees' Savings & Profit Sharing Plan and Trust (the
"Plan"). The terms and provisions of the Agreement are hereby incorporated herein by this reference; provided,
however, that if there is any conflict between the Adoption Agreement and the Agreement, this Adoption Agreement shall
control. The elections hereinafter made by the Employer in this Adoption Agreement may be changed by the Employer from time
to time by written instrument executed by a duly authorized representative thereof; but, in accordance with IRS Revenue
Procedure 2005-16, 200-10 I.R.B. 674, if any other provision hereof or any provision of the Agreement is changed by the
Employer other than to satisfy the requirements of Section 415 or 416 of the Internal Revenue Code of 1986, as amended (the
"Code"), because of the required aggregation of multiple plans, or if as a result of any change by the Employer the
Plan fails to obtain or retain its tax-qualified status under Section 401(a) of the Code, the Employer shall be deemed to
have amended the Plan evidenced hereby and by the Agreement into an individually designed plan, in which event the Sponsor
shall thereafter have no further responsibility for the tax-qualified status of the Plan. However, the Sponsor may amend any
term, provision or definition of this Adoption Agreement or the Agreement in such manner as the Sponsor may deem necessary or
advisable from time to time and the Employer and the Trustee, by execution hereof, acknowledge and consent thereto.
Notwithstanding the foregoing, no amendment of this Adoption Agreement or of the Agreement shall increase the duties or
responsibilities of the Trustee without the written consent thereof.


 




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		I.	Effect of Execution of Adoption Agreement





 


The Employer, upon execution of this Adoption Agreement by a
duly authorized representative thereof, (choose 1 or 2):


 





	 	1.	 ̈	Establishes as a new plan the ______________________________________________ Employees' Savings & Profit Sharing Plan and Trust, effective _____________________ (the "Effective Date").
	 	 	 	 
	 	2.	x	Amends its existing defined contribution plan and trust Tempo Bank, a FSB Employees’ Savings & Profit Sharing Plan and Trust dated February 15, 2007, in its entirety into the Tempo Bank, a FSB Employees' Savings & Profit Sharing Plan and Trust, effective January 1, 2010, except as otherwise provided herein or in the Agreement (the "Effective Date").










 





		II.	Definitions



 


		A.	"Compliance Testing Method" means the prior year testing method unless the Employer elects to use current year testing
for determining the actual deferral percentages and actual contribution percentages by checking this line. _____



 


		Note:  	Whichever testing method is selected (prior year testing
or current year testing); it must apply to both the actual deferral percentage test and the actual contribution percentage test.



 


		B.	Employer



 


		1.	"Employer," for purposes of the Plan, shall
mean:

Tempo Bank, a FSB

The Employer is (indicate whichever may apply):



 





	 	a)	 ̈	A member of a controlled group of corporations under Section 414(b) of the Code.
	 	 	 	 
	 	b)	 ̈	A member of a group of entities under common control under Section 414(c) of the Code.
	 	 	 	 
	 	c)	 ̈	A member of an affiliated service group under Section 414(m) of the Code.
	 	 	 	 
	 	d)	x	A corporation.
	 	 	 	 
	 	e)	 ̈	A sole proprietorship or partnership.
	 	 	 	 
	 	f)	 ̈	A Subchapter S corporation.
	 	 	 	 
	 	g)	 ̈	Other _______________________________________________________ .










 


		2.	Employer's Taxable Year Ends on _03__/_31__



 


		3.	Employer's Federal Taxpayer Identification Number is
_37_-_0554470__.



 


		4.	The Plan Number for the Plan is (enter 3-digit number)
_002__.



 




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		C.	"Entry Date" means the first day of the (choose
1, 2, or 3):



 





	 	1.	x	Calendar month coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V.
	 	 	 	 
	 	2.	 ̈	Calendar quarter (January 1, April 1, July 1, October 1) coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V.
	 	 	 	 
	 	3.	 ̈	The earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V.










 


		D.	"Limitation Year" means the twelve (12) consecutive month period ending on (12/31). Note: If no 12 month
period is selected, the Limitation Year shall be the Plan Year.



 


		E.	"Member" means an Employee enrolled in the membership of the Plan.



 


		F.	"Normal Retirement Age" means (choose 1 or 2):



 





	 	1.	x	Attainment of age _65_ (select an age not less than 55 and not greater than 65).
	 	 	 	 
	 	2.	 ̈	Later of: (i) attainment of age 65 or (ii) the fifth anniversary of the date the Member commenced participation in the Plan.










 


		G.	"Normal Retirement Date" means the first day of the first calendar month coincident with or next following the date
upon which a Member attains his or her Normal Retirement Age.



 


		H.	"Plan Year" means the twelve (12) consecutive month period ending on (12/31).



 


		I.	"Salary" for benefit purposes under the Plan means (choose 1, 2, 3, 4, 5):



 





	 	1.	 ̈	Total taxable compensation as reported on Form W-2 (exclusive of any compensation deferred from a prior year).
	 	 	 	 
	 	2.	 ̈	Internal Revenue Code Section 3401(a) compensation
	 	 	 	 
	 	3.	 ̈	Basic Salary only.
	 	 	 	 
	 	4.	x	Basic Salary plus one or more of the following (if 3 is chosen, then choose (a) or (b), and/or (c),(d), or (e) whichever shall apply):







  





	 	a)	 ̈	Commissions not in excess of $ ______________
	 	 	 	 
	 	b)	 ̈	Commissions to the extent that Basic Salary plus Commissions do not exceed $____________
	 	 	 	 
	 	c)	 ̈	Overtime
	 	 	 	 
	 	d)	x	Overtime and bonuses
	 	 	 	 
	 	e)	 ̈	Other_______[specify exclusion]________________________________________










 





	 	5.	 ̈	Internal Revenue Code Section 415 safe harbor compensation as defined in Treasury Regulation Section 1,415-2(d)(10)







  




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		J.	The following shall be excluded from Salary (choose (a), (b) or (c):



 





	 	a)	 ̈	Reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation (other than deferrals specified below), and welfare benefits.
	 	 	 	 	 
	 	b)	 ̈	Other	[Please specify]
	 	 	 	 	 
	 	c)	x	No additional exclusions from Salary







 





		Note:	Member pre-tax contributions to a Section 401(k) plan are always included in Plan Salary. Qualified transportation fringe
benefits under Code Section 132(f) and Member pre-tax contributions to a Section 125 cafeteria plan Section 457(b) eligible deferred
compensation plan of government or tax exempt entities, Section 402(h) salary reduction Simplified Pension Plan and 403(b) Tax
Deferred Annuity Plan are included in Plan Salary unless excluded under Section III below.



 


		K.	By checking this line _____, unless specifically provided otherwise under the terms of the Plan, only Salary earned while an
Employee is eligible for Membership in the Plan shall be included in Plan Salary.



 


		III.	Salary Adjustment



 


		A.	Cafeteria Plan (Section 125) Salary Adjustment.



Member pre-tax contributions to
a Section 125 cafeteria plan are to be included in Plan Salary, unless the Employer elects to exclude such amounts by checking
this line ____.


 


		B.	Transportation Fringe Benefit (Section 132(f) Adjustment).



Member pre-tax contributions for
qualified transportation fringe benefits under Code Section 132(f) are to be included in Plan Salary, unless the Employer elects
to exclude such amounts by checking this line ____.


 


		C.	Salary Adjustment for Code Sections 402(e)(3), 402(h), 403(b) and 457(b)



Member pre-tax contributions under
Code Sections 402(e)(3), 402(h), 403(b) and 457(b) are included in Plan Salary, unless the Employer elects to exclude such amounts
by checking this line _____.


 


		IV.	Highly Compensated Employee Elections



 


		A.	Top Paid Group Election: In determining who is a Highly Compensated Employee, the Employer makes the Top Paid Group election
by checking this line ____. The effect of this election is that an Employee (who is not a 5% owner at any time during the determination
year or the look-back year) with compensation in excess of $90,000 (as adjusted) for the look-back year is a Highly Compensated
Employee only if the Employee was in the top-paid group (i.e., the top 20% of Employees ranked on the basis of compensation paid
by the Employer) for the look-back year.



 


		B.	Calendar Year Data Election:



For determining which Employees
are Highly Compensated Employees, the look- back year will be the 12 month period immediately preceding the determination year,
except that, for non-calendar year plans, the look-back year will be the calendar year ending with or within the Plan Year for
which the determination is being made by checking this line ____.


 




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		V.	Eligibility Requirements



 


		A.	All Employees shall be eligible to participate in the Plan in accordance with the provisions of Article II of the Plan, except
the following Employees shall be excluded (choose whichever shall apply):



 





	 	1.	 ̈	Employees who have not attained age _N/A_ (Insert an age from 18 to 21).
	 	 	 	 
	 	2.	x	Employees who have not completed _12_ (1-11 or12) consecutive months of service or 24 months (provided, such 24 months of service is credited in accordance with applicable law)







 


		Note:	Employers which permit Members to make pre-tax elective
deferrals to the Plan (see VII.B.2) may not elect a 24 month eligibility period With respect to such elective deferrals).



 





	 	3.	 ̈	Employees included in a unit of Employees covered by a collective bargaining agreement, if retirement benefits were the subject of good faith bargaining between the Employer and Employee representatives.
	 	 	 	 
	 	4.	 ̈	Employees who are nonresident aliens and who receive no earned income from the Employer which constitutes income from sources within the United States.
	 	 	 	 
	 	5.	 ̈	Employees included in the following job classifications:







 





	 	a)	 ̈	Hourly Employees.
	 	b)	 ̈	Salaried Employees.
	 	c)	 ̈	Flex staff employees (i.e.; any Employee who is not a regular full-time or part-time Employee).
	 	d)	 ̈	Short-term Employees ( i.e.; employees who are hired under a written agreement which precludes membership in the Plan and provides for a specific period of employment not in excess of one year).
	 	e)	 ̈	Acquired Employees
	 	f)	 ̈	Leased Employees.
	 	g)	 ̈	Other _____[specify excluded class of Employees]____________________







 





	 	6.	 ̈	Employees of the following employers which are aggregated under Section 414(b), 414(c) or 414(m) of the Code:
	 	 	 	 
	 	 	 	 







  


		Note:	If no entries are made above, all Employees shall be eligible to participate in the Plan on the later of: (i) the Effective
Date, (ii) the first day of the calendar month, (iii) the first day of the calendar quarter, or (iv) the earlier of the first day
of the Plan Year or the first day of the seventh month of the Plan Year (as designated by the Employer in Section II.C.) coinciding
with or immediately following the Employee's Date of Employment or, as applicable, Date of Reemployment.



 




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		B.	The eligibility requirement period established in Section V(A) above shall be applicable to (choose 1 or 2):



 





	 	1.	x	All Employees.
	 	 	 	 
	 	2.	 ̈	Future Employees only.







 


		C.	Such Eligibility requirements established above shall
be (choose 1 or 2):



 





	 	1.	x	Applied to the designated Employee group on and after the Effective Date of the Plan.
	 	 	 	 
	 	2.	 ̈	Waived for the ____ consecutive month period (may not exceed 12) beginning on the Effective Date of the Plan.







 


		D.	Service Crediting Method for Eligibility (Choose 1, 2 or 3):



 


		Note:	In the event your Plan provides for immediate eligibility
                                         under Section V.A. but provides for a Service Eligibility requirement for purposes of
                                         receiving any Employer contributions under Section V.E.1, you must choose a Service Crediting
                                         Method for Eligibility below.



 





	 	1.	 ̈	Not applicable. There is no service required for eligibility and receipt of Employer Contributions.
	 	 	 	 
	 	2.	x	Hour of service method (Choose a or b):




 








	 	 a)	x	The actual number of Hours of Employment.
	 	 b)	 ̈	190 Hours of Employment for each month in which the Employee completes at least one hour of Employment.




 











	 	3.	 ̈	Elapsed time method.












 


		E.	Requirements to Commence Receipt of Employer Contributions.



 





	 	1.	Employer Contributions shall be allocated to Member's Accounts in accordance with Article III of the Plan, except that the following Member's will not be entitled to Employer contributions (choose (a) or (b), (c), or (d)):







 





	 	 a)	x	No additional requirements apply. (The eligibility requirements under Section V.A above apply to Employer Contributions); or
	 	 	 	 
	 	 b)	 ̈	Members who have not attained age____ (Insert an age from 18 to 21);
	 	 	 	 
	 	 c)	 ̈	Member’s who have not completed ____ (1 - 12) consecutive months of service; and/or 
	 	 	 	 
	 	 d)	 ̈	Members who have not completed 24 months of service (may only be selected for the purpose of eligibility to receive Profit Sharing contributions under the Plan).







 




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	 	2.	In accordance with the requirements of Section V.E.1., Member’ shall become eligible to commence receipt of Employer Contributions effective as of (choose a, b, or c):


 


	 	a)	 ̈	The first day of the calendar month coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V(E)(1).
	 	 	 	 
	 	b)	 ̈	The first day of the calendar quarter (January 1, April 1, July 1, October 1) coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V(E)(1).
	 	 	 	 
		 c)	 ̈	The earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V(E)(1).


 


	 	3.	The requirement to commence receipt of Employer Contributions established in this Section V.E.1 and V.E.2 shall apply to all Employer Contributions provided under Section 3.4 of the Plan except:


 


	 	a)	 ̈	Matching contributions
	 	b)	 ̈	Basic contributions
	 	c)	 ̈	Safe harbor CODA contributions
	 	d)	 ̈	Supplemental contributions
	 	e)	 ̈	Profit sharing contributions
	 	f)	 ̈	Qualified non-elective contribution


 


		Note:	If an Employer contribution type is selected in Section
V.E.3 above, Members will receive Employer contributions subject to the eligibility requirements elected under Section V.A above
and the provisions of the Plan document for such Employer contribution type.



 


		VI.	Prior Employment Credit



 


		A.	Prior Employment Credit:



 


	 	Consistent with applicable law, Employment with the following entity or entities shall be included for eligibility and vesting purposes:
	 	 
	 	


 


		Note:	If this Plan is a continuation of a Predecessor Plan, service under the Predecessor Plan shall be counted under this Plan.



 




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		VII.	Contributions



 


		A.	Effective Date for Salary Deferrals (Choose 1 or 2):



 


		1.	x 	There shall be no separate effective date for the Plan’s salary deferral component; or



 


		2.	 ̈ 	The effective date for the salary deferral component of the Plan shall be ___________.



 


		B.	Employee Contributions (fill in 1 whichever shall apply
choose 2 or 3; 4 , 5, 6, 7, 8 or 9):



 


		1.	x	The maximum amount of monthly contributions a Member may make to the Plan (both pre-tax
deferrals and after-tax contributions) is _20_% (1-100%, subject to all applicable IRS and Plan limits) of the Member's
Salary.



 


		2.	x	(Choose a and/or b):



 


		a)	x	A Member may make pre-tax elective deferrals to the Plan, based on multiples of 1% of Salary, or



 


		b)	 ̈	A Member may make pre-tax elective deferrals to the Plan based on a specified dollar amount.



 


		3.	 ̈	A Member may not make pre-tax elective deferrals to the Plan.



 


		4.	 ̈	A Member may make after-tax contributions to the Plan, based on multiples of 1% of Salary.



 


		5.	x	A Member may not make after-tax contributions to the Plan.



 


		6.	x	An Employee may allocate a rollover contribution to the Plan prior to satisfying the Eligibility requirements described above.



 


		7.	 ̈	A Member may not allocate a rollover contribution to the Plan.



 


		8.	 ̈	A Member may elect to apply a special salary deferral election with respect to bonus payments up to _____% (1-100%) of such
bonus (subject to IRS and Plan limits).



 


		9.	 ̈	Employee Roth
401(k) contributions (may only be elected upon approval by the Plan Sponsor in accordance with applicable law.)



 


		C.	A Member may change his or her contribution rate with
respect to, if made available, pre-tax deferrals and after-tax contributions (choose 1, 2 ,3, 4, or 5):



 


		1.	x	1 time per pay period.
	 	 	 



		2.	 ̈	1 time per calendar month.
	 	 	 



		3.	 ̈	1 time per calendar
quarter.



 


		4.	 ̈	Semi-annually (i.e., the first day of the Plan Year and the first day of the seventh month of the Plan Year)



 


		5.	 ̈	Other (must be at least once per calendar year).



 




    	8



    	 



    

 


		D.	Employer Matching Contributions (fill in 1 or 7 as applicable;
and if you select 1, then choose 2, 3, 4, 5, 6 or 7):



 


		1.	x	The Employer matching contributions under 2, 3, 4 or 5 below shall be based on the Member's
contributions (both pre-tax deferrals and after-tax contributions) not in excess of _4_% (1-50 but not in excess of the
percentage specified in B.1. above) of the Member's Salary.



 


		2.	x	The Employer
shall allocate to each contributing Member's Account an amount equal to _100_% (not to exceed 200%) of the Member's contributions
(both pre-tax deferrals and after-tax contributions) for the period elected in VII.D. (as otherwise limited in accordance with
VII.C.1. above).



 


		3.	 ̈	The Employer shall allocate to each contributing Member's Account an amount based on the Member's contributions for the month
(as otherwise limited in accordance with C.1. above) and determined in accordance with the following schedule:



 


	Years of Employment	 	Matching %	 
	Less than 3	 	 	50	%
	At least 3, but less than 5	 	 	75	%
	5 or more	 	 	100	%



 


		4.	 ̈	The Employer shall allocate to each contributing Member's Account an amount based on
the Member's contributions for the month (as otherwise limited in accordance with C.1. above) and determined in accordance with
the following schedule:



 


	Years of Employment	 	Matching %	 
	Less than 3	 	 	100	%
	At least 3, but less than 5	 	 	150	%
	5 or more	 	 	200	%



 


		5.	 ̈	The Employer shall allocate to each contributing Member's Account an amount equal to % on the first ____% of the Member's
monthly contributions plus ____% on the next % of the Member's contributions.



 


		6.	 ̈	Employer matching contributions for each contributing Member shall not exceed $_____ during the Plan Year.



 


		7.	 ̈	No Employer matching contributions will be made to the Plan.



 


		E.	Employer Discretionary Matching Contributions (select
1 or 2)



 


		1.	 ̈	The Employer may make matching contributions equal to a discretionary percentage, to be determined by the Employer, of the
Member’s contributions (both pre-tax and after-tax contributions).



 


		2.	 ̈	The Employer may make matching contributions equal to ____% (not to exceed 200%) of a Member’s contributions, plus:



 


		a.	 ̈	N/A



 


		b.	 ̈	an additional discretionary percentage, to be determined by the Employer.



 




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And, in determining the matching
contributions above, only Member contributions up to the percentage or dollar amount specified below will be matched: (select 1,
2 or 3)


 


	 	1.  ̈	____% the Member’s Salary (1-50 % but not in excess of the percentage specified in B.1 above).of a Member’s Salary.
	 	 	 
	 	2.  ̈	$________.
	 	 	 
	 	3.  ̈	a discretionary percentage of a Member’s Salary or a discretionary dollar amount, the percentage or dollar amount to be determined by the Employer on a uniform basis to all Members.


  


	 	3.   ̈	The Employer may make matching contributions equal to a discretionary percentage, to be determined by the Employer, of each tier, to be determined by the Employer, of the Member’s contributions (both pre-tax and after-tax contributions).
	 	 	 
	 	4.   ̈	The Employer may make matching contributions equal to the sum of ____% of the portion of the Member’s contributions which do not exceed ____% of the Member’s salary or $_________ plus ____% of the portion of the Member’s contributions which exceed ____% of the Member’s salary or $________.


  


		Note:	If b. or a. above is elected, the rate of matching contributions must decrease as a Member’s contributions or Years
of Employment (or Periods of Service) increase.



 


		F.	Period for Determining Matching Contributions



 


		1.	Matching contributions will be determined on the following basis (and any Salary or dollar limitation used to determine the
match will be based upon the applicable period) (Choose a or b):






	 	a)   ̈	entire Plan Year; or
	 	b)  x	each payroll period.
	 	c)   ̈	Other  (Specify) _____________________________________________


 


		2.	Where an Employer elects to make matching contributions on the basis of the entire Plan Year under Section VII.F.1.a above,
such contributions shall be made to Members who:



 


	 	a)   ̈	are actively employed at any time during the Plan Year;
	 	 	 
	 	b)   ̈	complete a Year of Service for the Plan Year;
	 	 	 
	 	c)   ̈	are actively employed on the last day of the Plan Year;
	 	 	 
	 	d)   ̈	are actively employed on the last day of the Plan Year and complete a Year of Service for the Plan Year; and /or
	 	 	 
	 	e)   ̈	are not actively employed on the last day of the Plan Year due to


 


	 	 ̈	Death
	 	 ̈	Disability
	 	 ̈	Retirement  


 








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		Note:	If e is selected, Members who are not actively employed
at the end of the Plan Year shall be eligible to receive contributions in accordance with the election(s) made under e regardless
of whether the Employer elected to check items (b), (c), or (d) of Section VII.E.2.



 


		G.	Safe Harbor CODA Contributions (Actual Deferral Percentage Test Safe Harbor Contributions) (Complete 1, 2 or 3 below). Please
note that if you elect a Safe Harbor CODA, you must provide a timely notice to all Members in accordance with applicable law.



 


	 	1.   ̈	The Employer shall make a safe harbor Basic Matching Contribution to the Plan on behalf of each Member (i.e.; 100% of the Member's 401(k) Deferrals that do not exceed 3% percent of the Member's Salary plus 50% of the Member's 401(k) Deferrals that exceed 3% percent of the Member's Salary but that do not exceed 5% of the Member's Plan Salary).
	 	 	 
	 	2.   ̈	In lieu of safe harbor Basic Matching Contributions, the Employer will make the following contributions for the Plan Year (complete (a) and/or (b)):


  


	 	a)   Enhanced Matching Contributions (complete 1, 2 or 3 below):
	 	 	 
	 	 	(1)  	 ̈	The Employer shall make Matching Contributions to the Account of each Member in an amount equal to the sum of:
	 	 	 	 	 
	 	 	 	(i)	the Member's 401(k) Deferrals that do not exceed ____ percent of the Member's Salary plus
	 	 	 	 	 
	 	 	 	(ii)	percent of the Member's 401(k) Deferrals that exceed ____ percent of the Member's Salary and that do not exceed ____ percent of the Member's Salary.
	 	 	 	 	 
	 	 	 		Note:	In the blank in (i) and the second blank in (ii), insert a number that is 3 or
greater but not greater than 6. The first and last blanks in (ii) must be completed so that at any rate of 401(k) Deferrals, the
Matching Contribution is at least equal to the Matching Contribution receivable if the Employer were making Basic Matching Contributions,
but the rate of match cannot increase as deferrals increase. For example, if "4" is inserted in the blank in (i), (ii)
need not be completed.
	 	 	 	 	 
	 	 	(2)	 ̈	150% of the Member's contributions not to exceed ____ (Enter 3% or 4%) of the Member's Plan Salary; or
	 	 	 	 	 
	 	 	(3)	 ̈	200% of the Member's contributions not to exceed ____ (Enter 2% or 3%) of the Member's Plan Salary.
	 	 	 	 	 
	 	b)	 ̈	Safe Harbor Nonelective Contributions:
	 	 	 	The Employer will make a Safe Harbor Nonelective Contribution to the Account of each Member in an amount equal to 3 percent of the Member's Salary for the Plan Year, unless the Employer inserts a greater percentage here ____.


 


	 	3. x	No Employer Safe Harbor contributions will be made to the Plan


  




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		H.	 Employer Basic Contributions (choose 1 or 2):



 


	 	1.   ̈	The Employer shall allocate an amount equal to ____% (based on 1% increments not to exceed 15%) of Member's monthly Salary to (choose (a) or (b)):
	 	 	 
	 	 	a)   ̈	The Accounts of all Members
	 	 	b)   ̈	The Accounts of all Members who were employed with the Employer on the last day of the applicable period for which the Employer Basic Contribution is being made.  


  


	 	 2.  x	No Employer Basic Contributions will be made to the Plan.



 

		I.	Employer Supplemental Contributions:

The Employer may make supplemental contributions for any Plan Year in accordance with Section 3.7 of the Plan.



 


		J.	Employer Profit Sharing Contributions (Choose 1, 2, 3 or 4):



 


	 	 1.  x	No Employer Profit Sharing Contributions will be made to the Plan.


  


Non-Integrated Formula


 


	 	 2.   ̈	Profit sharing contributions shall be allocated to each Member's Account in the same ratio as each eligible Member's Salary during such Contribution Determination Period bears to the total of such Salary of all eligible Members. 


 


Integrated Formula


 





	 	 3.   ̈	Profit sharing contributions shall be allocated to each eligible Member's Account in a uniform percentage (specified by the Employer as ____ %) of each Member's Salary during the Contribution Determination Period ("Base Contribution Percentage") for the Plan Year that includes such Contribution Determination Period , plus a uniform percentage (specified by the Employer as ____%, but not in excess of the lesser of (i) the Base Contribution Percentage and (ii) the greater of (1) 5.7% or (2) the percentage equal to the portion of the Code Section 3111(a) tax imposed on employers under the Federal Insurance Contributions Act (as in effect as of the beginning of the Plan Year) which is attributable to old-age insurance) of each Member's Salary for the Contribution Determination Period in excess of (select a, b, c or d):





	 	 	 
	 	 	a)	 ̈	the Social Security Taxable Wage Base
	 	 	 	 	 
	 	 	b)	 ̈	____% of the Taxable Wage Base
	 	 	 	 	 
	 	 	c)	 ̈	80% of the Taxable Wage Base plus $1.00
	 	 	 	 	 
	 	 	d)	 ̈	$____  (not greater than the Taxable Wage Base)


 





	 	 	The election made above (a, b, c, or d) shall be deemed "Excess Salary" for the Plan Year that includes such Contribution Determination Period, in accordance with Article III of the Plan. 















 






    	12



    	 



    






 


Non Integrated Contribution With
An Integrated Allocation


 


	 	4.	 ̈	Subject to the overall permitted disparity limit, Profit Sharing contributions shall be allocated as follows


 


Step One:If the Plan is Top-Heavy (See Plan Article
XI, Section 11.2), contributions will be allocated to each eligible Members’ account in the ratio that each Member=s
Salary bears to the total of all eligible Members’ Salary, but not in excess of 3% of each Members’ Salary.


 


Step Two:If the plan is Top-Heavy, any contributions
remaining after the allocation in Step One will be allocated to each eligible Member=s
account in the ratio that each eligible Members’ Salary for the Plan Year in excess of the Integration Level bears to the
total excess Salary of all eligible Members, but not in excess of 3% of each Members’ Salary in excess of the Integration
Level.


 


Step Three:Any contributions remaining after the
allocation in Step Two will be allocated to each eligible Members’ account in the ratio that the sum of each eligible Members’
Salary and Salary in excess of the Integration Level bears to the sum of all eligible Members=
Salary and Salary in excess of the Integration Level, but not in excess of the Profit Sharing Maximum Disparity Rate times the
sum of the Member=s Salary and Salary in excess of the Integration
Level.


 


Step Four:Any remaining Employer contributions
will be allocated to each eligible Members’ account in the ratio that each Members’ Salary bears to the total of all
eligible Members’ Salary.


 


		Note:	Overall Permitted Disparity Limit shall mean, notwithstanding
the preceding Step One through Step Four, for any Plan Year that the Plan benefits any Member who benefits under another qualified
plan or simplified employee pension (as defined in Section 408(k) of the Code) maintained by the Employer that provides for permitted
disparity (or imputes disparity), Employer contributions will be allocated to the count of each Member who is entitled to an allocation
in the ratio that such Member=s total Salary bears to the total
Salary of all Members. The Profit Sharing Maximum Disparity Rate is 5.7%. If the Integration Level selected is equal to the Taxable
Wage Base, the applicable percentage is 2.7% if the Plan is Top-Heavy and 5.7% if the Plan is not Top-Heavy. The Taxable Wage
Base is the contribution and benefits base in effect under Section 230 of the Social Security Act in effect as of the beginning
of the Plan Year.



 


		a)	Integration Level (select 1, 2, 3, or 4)



 


	 	1)	 ̈	the Social Security Taxable Wage Base
	 	 	 	 
	 	2)	 ̈	____%  (not greater than 100%) of the Taxable Wage Base
	 	 	 	 
	 	3)	 ̈	80% of the Taxable Wage Base plus $1.00
	 	 	 	 
	 	4)	 ̈	$____  (not greater than the Taxable Wage Base)


 




    	13



    	 



    

 


		K.	Allocation of Employer Profit Sharing Contributions:

In accordance with Section VII, J above, a Member shall be eligible to share in Employer Profit Sharing Contributions, if any,
as follows :



 


		1.	A Member shall be eligible for an allocation of Employer
Profit Sharing Contributions for a Contribution Determination Period only if he or she (choose (a), (b), (c), (d), or (e) whichever
shall apply):



 


	 	a)	 ̈	is actively employed at any time during the Contribution Determination Period;
	 	 	 	 
	 	b)	 ̈	completed 1,000 Hours of Employment if the Contribution Determination Period is a period of 12 months (250 Hours of Employment if the Contribution Determination Period is a period of 3 months);
	 	 	 	 
	 	c)	 ̈	is actively employed on the last day of the Contribution Determination Period;
	 	 	 	 
	 	d)	 ̈	is actively employed on the last day of the Contribution Determination Period and completed 1,000 Hours of Employment if the Contribution Determination Period is a period of 12 months (250 Hours of Employment if the Contribution Determination Period is a period of 3 months);
	 	 	 	 
	 	e)	 ̈	are not actively employed on the last day of the Plan Year due to


 


	 	 ̈	Death
	 	 ̈	Disability
	 	 ̈	Retirement


 


		Note:	If (e) is selected, Members who are not actively
employed at the end of the Plan Year shall be eligible to receive contributions in accordance with the election(s) made under
e regardless of whether the Employer elected to check items (b), (c), or (d) of Section VII.J.1.



 


		L.	"Contribution Determination Period" for
purposes of determining and allocating Employer profit sharing contributions means (choose 1,2, 3 or 4):



 


	 	1.	 ̈	The Plan Year.
	 	 	 	 
	 	2.	 ̈	The Employer's Fiscal Year (defined as the Plan's "limitation year") being the twelve (12) consecutive month period commencing ____/____ (month/day) and ending ____/____ (month/day).
	 	 	 	 
	 	3.	 ̈	The three (3) consecutive month periods that comprises each of the Plan Year quarters.
	 	 	 	 
	 	4.	 ̈	The three (3) consecutive monthly periods that comprise each of the Employer's Fiscal Year quarters. (Employer's Fiscal Year is the twelve (12) consecutive month period commencing ____/____ (month/day) and ending ____/____(month/day).)


 


		M.	Employer Qualified Nonelective Contributions:

The Employer may make qualified nonelective contributions for any Plan Year in accordance with Section 3.9 of the Plan.



 




    	14



    	 



    

 


		N.	Top Heavy Contributions:

If the Plan is determined to be Top Heavy and if Top Heavy Contributions will be made to the Plan, Top Heavy Contributions will
be allocated to: (choose 1 or 2 below):



 


	 	1.	 ̈	Only Members who are Non-Key Employees.
	 	 	 	 
	 	2.	x	All Members.


 


		O.	Employee Catch-up contributions



 


	 	1.	x	Member who meets the requirements to make catch-up contributions under Section 414(v) of the Code shall be eligible to make catch-up contributions under the Plan.  (Choose (a) or (b):


 


	 	a)	x	The Employer will match any Employee Catch-up contributions in accordance with the terms of the Plan.
	 	 	 	 
	 	b)	 ̈	The Employer will not match Employee Catch-up contributions


 


	 	2.	 ̈	Employee Catch-up contributions shall not be permitted under the Plan.


 


		VIII.	Investments



 


The Employer shall execute a separate agreement
to appoint an investment manager, as well as a separate form to select the investment funds available, under the Plan.


 


		IX.	Employer Securities



 


		A.	If the Employer makes available an Employer Stock Fund
pursuant to Article IV, Section 4.3 of the Plan, then voting and tender offer rights with respect to Employer Stock shall be delegated
and exercised as follows (choose 1, 2 and/or 3):



 


	 	1.	x	Each Member shall be entitled to direct the Plan Administrator as to the voting and tender or exchange offer rights involving Employer Stock held in such Member's Account, and the Plan Administrator shall follow or cause the Trustee to follow such directions. If a Member fails to provide the Plan Administrator with directions as to voting or tender or exchange offer rights, the Plan Administrator shall exercise those rights as it determines in its discretion and shall direct the Trustee accordingly.
	 	 	 	 
	 	2.	 ̈	The Plan Administrator shall direct the Trustee as to the voting of all Employer Stock and as to all rights in the event of a tender or exchange offer involving such Employer Stock.


 


		(Note:	to the extent required by law, the right to vote Employer
Stock held in a Members Account will be passed through to the Members



 


	 	3.	 ̈	Employees may only invest up to       % of any contributions remitted to the Plan in accordance with Section VII (above) in the Employer Stock Fund.


 


		X.	Investment Direction



 


	 	A.	1.	x	Members shall be entitled to designate what percentage of employee contributions and employer contributions made on their behalf will be invested in the various Investment Funds offered by the Employer.


 




    	15



    	 



    

 


	 	2.	 ̈	The following portions of a Member's Account will be invested at the Employer's direction
    (choose whichever shall apply) (Note: Any source not specified below shall be invested at the direction of the
    Member).:


 


	 	a)	 ̈	All accounts under the Plan;
	 	b)	 ̈	Employer Profit Sharing Contributions
	 	c)	 ̈	Employer Matching Contributions
	 	d)	 ̈	Employer Basic Contributions
	 	e)	 ̈	Employer Supplemental Contributions
	 	f)	 ̈	Employer Qualified Nonelective Contributions
	 	g)	 ̈	Employer Safe Harbor CODA Contributions under Section 3.14 of the Plan
	 	h)	 ̈	The Member’s Transfer Account
	 	i)	 ̈	Other ___________________________________________________


 


	 	3.	 ̈	Amounts invested at the Employer's direction may not be transferred by the Member to any other Investment Fund.
	 	 	 	 
	 	4.	 ̈	Notwithstanding the election in Item 2 above, a Member may transfer such amounts to any other Investment Fund upon (choose whichever may apply):


 


	 	a)	 ̈	the attainment of age ____ (insert 45 or greater)
	 	b)	 ̈	the completion of ____ (insert 10 or greater) Years of Employment
	 	c)	 ̈	the attainment of age plus Years of Employment equal to ____ (insert 55 or greater)


 


	 	B.	In accordance with applicable law, a Member may change his or her investment direction (choose 1,2, 3, 4 or 5):





	 	1.	x	1 time per business day.
	 	 	 	 
	 	2.	 ̈	1 time per calendar month.
	 	 	 	 
	 	3.	 ̈	1 time per calendar quarter.
	 	 	 	 
	 	4.	 ̈	Semi-annually (i.e. the first day of the Plan year and the first day of the seventh month of the Plan Year)
	 	 	 	 
	 	5.	 ̈	Other (must be at least once per calendar year)_________________________________.


 


	 	C.	If a Member or Beneficiary (or the Employer, if applicable) fails to make an effective investment direction, the Member's contributions and Employer contributions made on the Member's behalf shall be invested in (insert one of the Investments selected by the Employer under the terms of the Plan)._Money Market Fund__


 


	 	D.	ERISA Section 404(c) Compliance (choose 1 or 2)


 


	 	1.	 ̈	The Plan is intended to comply with Section 404(c) of ERISA with respect to accounts subject to Member direction.
	 	 	 	 
	 	2.	x	Employer Stock is not an alternative OR the Plan is not intended to comply with Section 404(c) of ERISA.


 




    	16



    	 



    

 


		E.	Effective as of _____________________, the following additional provisions shall apply to the Employer Stock Fund (Check all
that apply):



 


	 	1.	 ̈	No additional Employee contributions may be made to the Employer Stock Fund;
	 	 	 	 
	 	2.	 ̈	No additional Employer contributions may be made to the Employer Stock Fund;
	 	 	 	 
	 	3.	 ̈	No investment fund transfers may be made to the Employer Stock Fund; and/or
	 	 	 	 
	 	4.	 ̈	No investment fund transfers may be made from the Employer Stock Fund.


 


		XI.	Vesting Schedules



 


(Choose 1, 2, 3, 4, 5, 6 or 7)


 


Note:   Notwithstanding
any election by the Employer to the contrary, each Member shall acquire a 100% vested interest in his Account attributable to all
Employer contributions made to the Plan upon the earlier of (i) attainment of Normal Retirement Age, (ii) approval for disability
or (iii) death. In addition, a Member shall at all times have a 100% vested interest in; the Employer Qualified Non-Elective Contributions,
if any; Safe Harbor CODA contributions, if any; and in the pre-tax elective deferrals and nondeductible after-tax Member Contributions.
Also, if a Plan is determined to be Top Heavy, a different vesting schedule, other than the schedule elected above, may apply.
Further note that in accordance with applicable law, neither Schedule 3 nor Schedule 6 may be elected for purposes of Employer
matching and/or Employer Supplemental Contributions Formula 1 (pursuant to Plan Section 3.7) contributions.


 


	Schedule	 	Years of Employment	 	Vested %	 
	 	 	 	 	 	 	 
	1.   ̈	Immediate	 	Upon Enrollment	 	100	%
	 	 	 	 	 	 	 
	2.   ̈	2-6 Year Graded	 	Less than 2	 	0	%
	 	 	 	2 but less than 3	 	20	%
	 	 	 	3 but less than 4	 	40	%
	 	 	 	4 but less than 5	 	60	%
	 	 	 	5 but less than 6	 	80	%
	 	 	 	6 or more	 	100	%
	 	 	 	 	 	 	 
	3.   ̈	5-Year Cliff	 	Less than 5	 	0	%
	 	 	 	5 or more	 	100	%
	 	 	 	 	 	 	 
	4.  x	3-Year Cliff	 	Less than 3	 	0	%
	 	 	 	3 or more	 	100	%
	 	 	 	 	 	 	 
	5.   ̈	4-Year Graded	 	Less than 1	 	0	%
	 	 	 	1 but less than 2	 	25	%
	 	 	 	2 but less than 3	 	50	%
	 	 	 	3 but less than 4	 	75	%
	 	 	 	4 or more	 	100	%
	 	 	 	 	 	 	 
	6.   ̈	3-7 Year Graded	 	Less than 3	 	0	%
	 	 	 	3 but less than 4	 	20	%
	 	 	 	4 but less than 5	 	40	%
	 	 	 	5 but less than 6	 	60	%
	 	 	 	6 but less than 7	 	80	%
	 	 	 	7 or more	 	100	%
	 	 	 	 	 	 	 
	7.   ̈	Other	 	Less than ____	 	0	%
	 	 	 	____  but less than	 	____	%
	 	 	 	____  but less than	 	____	%
	 	 	 	____  but less than	 	____	%
	 	 	 	____  but less than	 	____	%
	 	 	 	____  or more	 	100	%


 




    	17



    	 



    

 


		Note:	The Vesting Schedule under Item 7 may not impose greater
vesting restrictions there would otherwise apply under schedule 3 or 6 (or schedule 2 or 4) for Employer Matching Calculations
or employee supplemental contributions formula.



 


		B.	With respect to the schedules listed above, the Employer elects (choose 1, 2, 3, 4 or 5):



 


		1.	Schedule _4_ solely with respect to Employer matching contributions.



 


		2.	Schedule ___ solely with respect to Employer basic contributions.



 


		3.	Schedule ___ solely with respect to Employer supplemental contributions.



 


		4.	Schedule ___ solely with respect to Employer profit sharing contributions.



 


		5.	Schedule ___ with respect to all Employer contributions.



 


		C.	Years of Employment Excluded for Vesting Purposes

The following Years of Employment shall be disregarded for vesting purposes (choose whichever shall apply):



 


	 	1.	 ̈	Years of Employment during any period in which neither the Plan nor any predecessor plan was maintained by the Employer.
	 	 	 	 
	 	2.	 ̈	Years of Employment of a Member prior to attaining age 18.


 


		D.	Service Crediting Method for Vesting (Choose 1, 2, or 3):



 


	 	1.	 ̈	Not Applicable. Plan provides 100% vesting for all contributions.
	 	 	 	 
	 	2.	 ̈	Hour of service method (if elected, Years of Service will be substituted for Years of Employment for purposes of this Section XI) (Choose a or b):


 


	 	a)	 ̈	The actual number of Hours of Employment.
	 	b)	 ̈	190 Hours of Employment for each month in which the Employee completes at least one Hour of Employment.


 


	 	3.	x	Elapsed time method.


 




    	18



    	 



    

 


		XII.	Withdrawal Provisions



 


		A.	The following portions of a Member's Account will be eligible for in-service withdrawals, subject to the provisions of Article
VII of the Plan (choose whichever shall apply):



 


	 	1.	 ̈	Employee after-tax contributions and the earnings thereon.
	 	 	 	In-service withdrawals permitted only in the event of (choose whichever shall apply):


 


	 	a)	 ̈	Hardship.
	 	b)	 ̈	Attainment of age 591⁄2.


 


	 	2.	x	Employee pre-tax elective deferrals and the earnings thereon (including any Roth 401(k) deferrals, if any).


 


		Note:	In-service withdrawals of all employee pre-tax elective deferrals and earnings thereon as of December 31, 1988 are permitted
only in the event of hardship or attainment of age 591⁄2. In- service withdrawals of earnings after December 31, 1988 are
permitted only in the event of attainment of age 591⁄2.



 


	 	3.	x	Employee rollover contributions and the earnings thereon.
	 	 	 	In-service withdrawals permitted only in the event of (choose whichever shall apply):


 


	 	a)	 ̈	Hardship.
	 	b)	 ̈	Attainment of age 591⁄2.


 


	 	4.	x	Employer matching contributions and the earnings thereon.
	 	 	 	In-service withdrawals permitted only in the event of (choose whichever shall apply):


 


	 	a)	 ̈	Hardship.
	 	b)	 ̈	Attainment of age 591⁄2.


 


	 	5.	 ̈	Employer basic contributions and the earnings thereon.
	 	 	 	In-service withdrawals permitted only in the event of (choose whichever shall apply):


 


	 	a)	 ̈	Hardship.
	 	b)	 ̈	Attainment of age 591⁄2.


 


	 	6.	 ̈	Employer supplemental contributions and the earnings thereon.
	 	 	 	In-service withdrawals permitted only in the event of (choose whichever shall apply):


 


	 	a)	 ̈	Hardship.
	 	b)	 ̈	Attainment of age 591⁄2.


 


	 	7.	 ̈	Employer profit sharing contributions and the earnings thereon.
	 	 	 	In-service withdrawals permitted only in the event of (choose whichever shall apply):


 


	 	a)	 ̈	Hardship.
	 	b)	 ̈	Attainment of age 591⁄2.


 


	 	8.	 ̈	Employer qualified nonelective contributions and earnings thereon.
	 	 	 	Note: In-service withdrawals of all employer qualified nonelective contributions and earnings thereon are permitted only in the event of attainment of age 591⁄2.



 






    	19



    	 



    

 


	 	9.	 ̈	Employer safe harbor CODA contributions and earnings thereon.


 


		Note:	In-service withdrawals of all Safe Harbor CODA contributions and earning thereon are permitted only in the event of attainment
of age 59 1⁄2.



 


	 	10.	 ̈	No in-service withdrawals shall be allowed.
	 	 	 	 
	 	11.	 ̈	In the event of a Hardship withdrawal, all contributions on behalf of such employee under the plan shall be suspended for a period of ____ (enter number of months, not to exceed 6) months.


 


		B.	Notwithstanding any elections made in Subsection A of this Section XII above, the following portions of a Member's Account
shall be excluded from eligibility for in- service withdrawals (choose whichever shall apply):



 


	 	1.	 ̈	Employer contributions, and the earnings thereon, credited to the Employer Stock Fund.
	 	 	 	 
	 	2.	 ̈	Employer contributions, and the earnings thereon, credited to the Certificate of Deposit Fund.
	 	 	 	 
	 	3.	 ̈	Employee contributions and deferrals, and the earnings thereon, credited to the Stock Fund.
	 	 	 	 
	 	4.	 ̈	All Employee contributions and deferrals, and the earnings thereon, credited to the Employer Certificate of Deposit Fund.
	 	 	 	 
	 	5.	 ̈	Other: _____________________________________________________________


 


		XIII.	Distribution Option (choose whichever shall apply)



 


	 	1.	 ̈	Lump Sum and partial lump sum payments only.
	 	 	 	 
	 	2.	x	Lump Sum and partial lump sum payments plus one or more of the following
	 	 	 	(choose (a) and /or (b)):


 


	 	a)	x	Installment payments.
	 	 	 	 
	 	b)	 ̈	Annuity payments.


 


	 	3.	 ̈	Distributions in kind of Employer Stock.
	 	 	 	 
	 	4.	 ̈	Annuity as the normal form of payment (only available to amended and restated Plans that must continue to make the annuity the Normal Form of benefit payment under the Plan)


 




    	20



    	 



    

 


		XIV.	Loan Program (choose 1, 2, 3, 4 or 5 if applicable)



 


	1.	 ̈	No loans will be permitted from the Plan.
	 	 	 
	2.	x	Loans will be permitted from the Member's Account.
	 	 	 
	3.	  ̈	Loans will be permitted from the Member's Account, excluding (choose whichever shall apply):


 


	(1)	 ̈	Employer Profit sharing contributions and the earnings thereon.
	 	 	 
	(2)	 ̈	Employer matching contributions and the earnings thereon.
	 	 	 
	(3)	 ̈	Employer basic contributions and the earnings thereon.
	 	 	 
	(4)	 ̈	Employer supplemental contributions and the earnings thereon.
	 	 	 
	(5)	 ̈	Employee after-tax contributions and the earnings thereon.
	 	 	 
	(6)	 ̈	Employee pre-tax elective deferrals and the earnings thereon (including any Roth 401(k) deferrals, if any).
	 	 	 
	(7)	 ̈	Employee rollover contributions and the earnings thereon.
	 	 	 
	(8)	 ̈	Employer qualified nonelective contributions and the earnings thereon.
	 	 	 
	(9)	 ̈	Employer safe harbor CODA contributions and the earnings thereon.
	 	 	 
	(10)	 ̈	Any amounts to the extent invested in the Employer Stock Fund.
	 	 	 
	(11)	 ̈	Any amounts to the extent invested in the Certificate of Deposit Fund.


 


	4.	 ̈	Loans will only be permitted from the Member's Account in the case of hardship or financial necessity as defined under Section 8.1 of the Plan.
	 	 	 
	5.	 ̈	
        A Member may only have ___ (e.g.,
        one (1)) loan(s) outstanding at any time.



 


		XV.	Additional Information



 


If additional space is needed to select or describe
an elective feature of the Plan, the Employer should attach additional pages and use the following format:


 


The following is hereby made a part of Section ____
of the Adoption Agreement and is thus incorporated into and made a part of the Tempo Bank, a FSB Employees' Savings & Profit
Sharing Plan and Trust.


 


	 	 
	Signature of Employer's Authorized Representative	 
	 	 
	 	 
	Signature of Trustee	 


 


Supplementary Page ___
of [total number of pages].


 




    	21



    	 



    

 


		XVI.	Plan Administrator



 


The Named Plan Administrator under the Plan shall
be the (choose 1, 2, 3 or 4):


 


Note: Pentegra Services, Inc. may not be appointed
Plan Administrator.


 


	1.	x	Employer
	 	 	 
	2.	 ̈	Employer's Board of Directors
	 	 	 
	3.	 ̈	Plan's Administrative Committee
	 	 	 
	4.	 ̈	Other (if chosen, then provide the following information)


 


	Name:	 
	 	 
	Address:	 
	 	 
	Tel No:	 
	 	 
	Contact:	 


 


		Note:	If no Named Plan Administrator is designated above, the Employer shall be deemed the Named Plan Administrator.



 


		XVII.	Trustee



 


		1)	The Employer hereby appoints the following person(s) or entity to serve as Trustee under the Plan (select a or b below)



 


	a)	 ̈	For all investment assets under the Plan
	 	 	 
	b)	x	For all investment assets except the Employer Stock Fund (if checked, please complete item 2 below).


 


	Name: 	Reliance Trust Company	 


 


	Address:	1100 Abernathy Road NE, 500 North Park, Suite 400, Atlanta, GA 30328	 


  


	Telephone Number:	(404)-965-7210	Contact:   	Mr. Brian Larson	 


 


	 	 
	 	 
	 	Signature of Trustee
	 	 
	 	(Required if utilizing the Trust Instrument under Article IX of the Plan)


 




    	22



    	 



    

 


		2)	The Employer hereby appoints the following person(s) or entity to serve as Trustee under the Plan for the Employer Stock Fund:



 


	Name:	Pentegra Trust Company, c/o Pentegra Services, Inc.	 
	 	 	 
	Address:	3 Enterprise Drive, Suite 105, Shelton, CT 06484	 


 


	Telephone Number:	203-925-0654	Contact:   	William Pieper	 


 


	 	 
	 	 
	 	Signature of Trustee
	 	 
	 	(Required if utilizing the Trust Instrument under Article IX of the Plan)


 




    	23



    	 



    

 


EXECUTION OF ADOPTION AGREEMENT


 


By execution of this Adoption Agreement by a duly authorized
representative of the Employer, the Employer acknowledges that it has established or, as the case may be, amended a tax-qualified
retirement plan into the Tempo Bank, a FSB Employees' Savings & Profit Sharing Plan and Trust (the "Plan"). The Employer
hereby represents and agrees that it will assume full fiduciary responsibility, and Pentegra Services, Inc. assumes no fiduciary
responsibility for and shall not have any fiduciary responsibility for, the operation of the Plan and for complying with all duties
and requirements imposed under applicable law, including, but not limited to, the Employee Retirement Income Security Act of 1974,
as amended, and the Internal Revenue Code of 1986, as amended. In addition, the Employer represents and agrees that it will accept
full responsibility for complying with any applicable requirements of federal or state securities law as such laws may apply to
the Plan and to any investments thereunder.


The adopting Employer may rely on an opinion letter issued by
the IRS as evidence that the Plan is qualified under Section 401 of the Code only to the extent provided in Revenue Procedure 2005-16,
2005-10 I.R.B. 674.. The Employer may not rely on the opinion letter in certain circumstances or with respect to certain qualification
requirements, which are specified in the opinion letter issued with respect to the plan and in IRS Revenue Procedure 2005-16. In
order to have reliance in such circumstances or with respect to such qualification requirements with respect to the Plan, application
for an individual determination letter for the Plan must be made by the Employer to the IRS.


 


The failure to properly complete the Adoption Agreement may
result in disqualification of the Plan and Trust evidenced thereby.


 


The Sponsor will inform the Employer of any amendments to the
Plan or of the discontinuance or abandonment of the Plan by the Sponsor.


 


Any inquiries regarding the adoption of the
Plan should be directed to the Sponsor as follows:


 


Pentegra Services, Inc.


108 Corporate Park Drive


White Plains, New York 10604


(914) 694-1300


 


IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement
to be executed by its duly authorized officer this ____ day of ______________, 20__.                                              .


 


Tempo Bank, a FSB


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


  



    	24



    	 



    




 


PENTEGRA SERVICES, INC.


 


EMPLOYEES' SAVINGS & PROFIT SHARING
PLAN


BASIC PLAN DOCUMENT


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	ARTICLE I	 	PURPOSE AND DEFINITIONS	 	1
	Section 1.1	 	Introduction	 	1
	Section 1.2	 	Plan Definitions	 	1
	Section 1.3	 	Gender Caveat	 	8
	 	 	 	 	 
	ARTICLE II	 	PARTICIPATION AND MEMBERSHIP	 	9
	Section 2.1	 	Eligibility Requirements	 	9
	Section 2.2	 	Exclusion of Certain Employees	 	9
	Section 2.3	 	Waiver of Eligibility Requirements	 	10
	Section 2.4	 	Exclusion of Non-Salaried Employees	 	10
	Section 2.5	 	Commencement of Participation	 	10
	Section 2.6	 	Termination of Participation	 	11
	 	 	 	 	 
	ARTICLE III	 	CONTRIBUTIONS	 	12
	Section 3.1	 	Contributions by Members	 	12
	Section 3.2	 	Elective Deferrals by Members	 	12
	Section 3.3	 	Transfer of Funds and Rollover Contributions by Members	 	13
	Section 3.4	 	Employer Contributions - General	 	13
	Section 3.5	 	Employer Matching Contributions	 	13
	Section 3.6	 	Employer Discretionary Matching Contributions	 	14
	Section 3.7	 	Employer Basic Contributions	 	14
	Section 3.8	 	Supplemental Contributions by Employer	 	14
	Section 3.9	 	The Profit Sharing Feature	 	15
	Section 3.10	 	The 401(k) Feature	 	17
	Section 3.11	 	Determining the Actual Deferral Percentages	 	19
	Section 3.12	 	Determining the Actual Contribution Percentages	 	20
	Section 3.13	 	Remittance of Contributions	 	23
	Section 3.14	 	Safe Harbor CODA	 	23
	Section 3.15	 	Catch-Up Contributions	 	24
	 	 	 	 	 
	ARTICLE IV	 	INVESTMENT OF CONTRIBUTIONS	 	25
	Section 4.1	 	Investment by Trustee or Custodian	 	25
	Section 4.2	 	Member Directed Investments	 	25
	Section 4.3	 	Employer Securities	 	26
	Section 4.4	 	Life Insurance	 	26
	 	 	 	 	 
	ARTICLE V	 	MEMBERS= ACCOUNTS, UNITS AND VALUATION	 	27
	 	 	 	 	 
	ARTICLE VI	 	VESTING OF ACCOUNTS	 	28
	Section 6.1	 	Vesting of Member Contributions, 401(k) Deferrals, Qualified Nonelective	 	28
	Section 6.2	 	Vesting of Employer Contributions	 	28
	Section 6.3	 	Forfeitures	 	30
	 	 	 	 	 
	ARTICLE VII	 	WITHDRAWALS AND DISTRIBUTIONS	 	31
	Section 7.1	 	General Provisions	 	31
	Section 7.2	 	Withdrawals While Employed	 	31
	Section 7.3	 	Distributions Upon Termination of Employment	 	34
	Section 7.4	 	Distribution Upon Severance From Employment	 	37
	Section 7.5	 	Distributions Due to Disability	 	37
	Section 7.6	 	Distributions Due to Death	 	37
	Section 7.7	 	Minimum Required Distributions	 	38
	Section 7.8	 	Minimum Required Distributions (Beginning on November 1, 2002)	 	41
	 	 	 	 	 
	ARTICLE VIII	 	LOAN PROGRAM	 	46
	Section 8.1	 	General Provisions	 	46
	Section 8.2	 	Loan Application	 	46


 




    	 



    	 



    

 


	Section 8.3	 	Permitted Loan Amount	 	47
	Section 8.4	 	Source of Funds for Loan	 	47
	Section 8.5	 	Conditions of Loan	 	48
	Section 8.6	 	Crediting of Repayment	 	48
	Section 8.7	 	Cessation of Payments on Loan	 	49
	Section 8.8	 	Loans to Former Members	 	49
	 	 	 	 	 
	ARTICLE IX	 	TRUSTEE AND CUSTODIAN	 	50
	Section 9.1	 	Basic Responsibilities of the Trustee	 	50
	Section 9.2	 	Investment Powers and Duties of Trustee	 	51
	Section 9.3	 	Powers and Duties of Custodian	 	54
	Section 9.4	 	Trustee’s Compensation, Expenses, Taxes and Indemnification	 	54
	Section 9.5	 	Reporting and Recordkeeping	 	55
	Section 9.6	 	Amendment, Termination, Resignation and Removal	 	56
	 	 	 	 	 
	ARTICLE X	 	ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES	 	57
	Section 10.1	 	Fiduciaries	 	57
	Section 10.2	 	Allocation of Responsibilities Among the Fiduciaries	 	57
	Section 10.3	 	No Joint Fiduciary Responsibilities	 	59
	Section 10.4	 	Investment Manager	 	59
	Section 10.5	 	Advisor to Fiduciary	 	59
	Section 10.6	 	Service in Multiple Capacities	 	59
	Section 10.7	 	Appointment of Plan Administrator	 	59
	Section 10.8	 	Powers of the Plan Administrator	 	60
	Section 10.9	 	Duties of the Plan Administrator	 	60
	Section 10.10	 	Action by the Plan Administrator	 	60
	Section 10.11	 	Discretionary Action	 	60
	Section 10.12	 	Compensation and Expenses of Plan Administrator	 	60
	Section 10.13	 	Reliance on Others	 	60
	Section 10.14	 	Self Interest	 	61
	Section 10.15	 	Personal Liability - Indemnification	 	61
	Section 10.16	 	Insurance	 	61
	Section 10.17	 	Claims Procedures	 	61
	Section 10.18	 	Claims Review Procedures	 	62
	 	 	 	 	 
	ARTICLE XI	 	MISCELLANEOUS PROVISIONS	 	63
	Section 11.1	 	General Limitations	 	63
	Section 11.2	 	Top Heavy Provisions	 	67
	Section 11.3	 	Information and Communications	 	69
	Section 11.4	 	Small Account Balances	 	69
	Section 11.5	 	Amounts Payable to Incompetents, Minors or Estates	 	69
	Section 11.6	 	Non-Alienation of Amounts	 	69
	Section 11.7	 	Unclaimed Amounts Payable	 	70
	Section 11.8	 	Leaves of Absence	 	70
	Section 11.9	 	Return of Contributions to Employer	 	70
	Section 11.10	 	Controlling Law	 	71
	 	 	 	 	 
	ARTICLE XII	 	AMENDMENT & TERMINATION	 	72
	Section 12.1	 	General	 	72
	Section 12.2	 	Termination of Plan and Trust	 	72
	Section 12.3	 	Liquidation of Trust Assets in the Event of Termination	 	72
	Section 12.4	 	Partial Termination	 	72
	Section 12.5	 	Power to Amend	 	72
	Section 12.6	 	Solely for Benefit of Members, Terminated Members and their Beneficiaries	 	73
	Section 12.7	 	Successor to Business of the Employer	 	73
	Section 12.8	 	Merger, Consolidation and Transfer	 	73
	Section 12.9	 	Revocability	 	73


 






    	 



    	 



    

 


ARTICLE I


PURPOSE AND DEFINITIONS


 


		Section 1.1	Introduction



 


This Plan and Trust, as evidenced hereby, and the applicable
Adoption Agreement and Trust Agreement(s), are designed and intended to qualify in form as a qualified profit sharing plan and
trust under the applicable provisions of the Internal Revenue Code of 1986, as now in effect or hereafter amended, or any other
applicable provisions of law including, without limitation, the Employee Retirement Income Security Act of 1974, as amended.


 


Any plan restated hereunder shall be effective as of the later
of January 1, 2002 or the original effective date of the plan.


 


Except as otherwise provided herein and consistent with Internal
Revenue Service Notice 2004-84 and related guidance concerning the remedial amendment and approval cycle for master and prototype
defined contribution plans, effective January 1, 2002 (including any amendments through January 31, 2006), and subject to IRS approval,
the Plan is hereby amended and restated in its entirety to provide as follows:


 


		Section 1.2	Plan Definitions



 


The following words and phrases as used in this Plan shall have
the following meanings:


 


		(A)	“Account” means the Plan account established and maintained in respect of each Member pursuant to Article
V, to which Account shall be allocated, as applicable, the Member=s after-tax amounts, 401(k) amounts, Employer matching amounts,
basic amounts, supplemental amounts, profit sharing amounts, qualified non-elective contribution amounts, rollover amounts, and
funds directly transferred to the Plan.



  


		(B)	“Acquired Employees” means Employees who become Employees as a result of a transaction under Code Section
410(b)(6)(C). Such Employees will be excluded during the period beginning on the date of the transaction and ending on the last
day of the first Plan Year beginning after the date of the transaction. A transaction under Code Section 410(b)(6)(C) is an asset
or stock acquisition, merger or similar transaction involving a change in the employer of the Employees of a trade or business.



  


		(C)	“Actual Deferral Percentage Test Safe Harbor” means the method described in Section 3.15 (A) of Article
III for satisfying the actual deferral percentage test of '401(k)(3) of the Code.



 


		(D)	“Actual Deferral Percentage Test Safe Harbor
Contributions” means Employer matching contributions and non-elective contributions described in Section 3.15 (A) (1)
of Article III.



 


		(E)	“Adoption Agreement” means the separate document by which the Employer has adopted the Plan and specified
certain of the terms and provisions hereof. If any term, provision or definition contained in the Adoption Agreement is inconsistent
with any term, provision or definition contained herein, the one set forth in the Adoption Agreement shall govern. The Adoption
Agreement shall be incorporated into and form an integral part of the Plan.



  


		(F)	“Beneficiary” means the person or persons designated to receive any amount payable under the Plan upon the
death of a Member. Such designation may be made or changed only by the Member on a form provided by, and filed with, the Third
Party Administrator prior to his death. If the Member is not survived by a Spouse and if no Beneficiary is designated, or if the
designated Beneficiary predeceases the Member, then any such amount payable shall be paid to such Member=s estate upon his death.



 




    	1



    	 



    

 


		(G)	“Board” means the Board of Directors
of the Employer adopting the Plan.



 


		(H)	“Break in Service” means:



 


		(1)	Where an Employer has elected, in its Adoption Agreement, to use the hours of service method for eligibility and/or vesting,
a Plan Year during which an individual has not completed more than 500 Hours of Employment, as determined by the Plan Administrator
in accordance with the IRS Regulations.



 


		(2)	Solely for purposes of determining whether a Break in Service has occurred, an individual shall be credited with the Hours
of Employment which such individual would have completed but for a maternity or paternity absence, as determined by the Plan Administrator
in accordance with this Paragraph, the Code and the applicable regulations issued by the DOL and the IRS; provided, however, that
the total Hours of Employment so credited shall not exceed 501 and the individual timely provides the Plan Administrator with such
information as it may require.



 


		(3)	Hours of Employment credited for a maternity or paternity absence shall be credited entirely (i) in the Plan Year in which
the absence began if such Hours of Employment are necessary to prevent a Break in Service in such year, or (ii) in the following
Plan Year. For purposes of this Paragraph, maternity or paternity absence shall mean an absence from work by reason of the individual=s
pregnancy, the birth of the individual=s child or the placement of a child with the individual in connection with the adoption
of the child by such individual, or for purposes of caring for a child for the period immediately following such birth or placement.
In any case in which the Plan is unable to determine the Hours of Employment that an Employee would have earned, eight (8) Hours
of Employment per day of such absence shall be credited, except that the total number of hours treated as Hours of Employment under
this paragraph by reason of any such pregnancy or placement shall not exceed 501 hours.



 


		(4)	Where an Employer has elected to use the elapsed time method for eligibility and/or vesting service, a Period of Severance
of at least 12 consecutive months.



 


		(I)	"Code" means the Internal Revenue
Code of 1986, as now in effect or as hereafter amended. All citations to sections of the Code are to such sections as they may
from time to time be amended or renumbered.



 


		(J)	“Commencement Date” means the date
on which an Employer begins to participate in the Plan.



 


		(K)	“Contribution Determination Period”
means the Plan Year, fiscal year, or calendar or fiscal quarter, as elected by an Employer, upon which eligibility for and
the maximum permissible amount of any Profit Sharing contribution, as defined in Article III, is determined. Notwithstanding the
foregoing, for purposes of Article VI, Contribution Determination Period means the Plan Year.



 


		(L)	“Disability” means a Member=s Disability
as defined in Article VII, Section 7.5.



 


		(M)	“DOL” means the United States Department
of Labor.



 


		(N)	“Earned Income” means the net earnings
from self-employment in the trade or business with respect to which the plan is established, for which the personal services of
the individual are a material income-producing factor. Net earnings will be determined without regard to items not included in
gross income and the deductions allocable to such items. Net earnings are reduced by contributions made by the Employer to a qualified
plan to the extent deductible under Code Section 404. In addition, net earnings shall be determined with regard to the deduction
allowed to the taxpayer by Code Section 164(f), for taxable years beginning after December 31, 1989.



 




    	2



    	 



    

 


		(O)	“Employee” means any person in
Employment, and who receives Compensation from, the Employer, and any Leased Employee within the meaning of Code Section 414(n)(2).
The term ALeased Employee” means any person (other than an Employee of the recipient) who pursuant to an agreement between
the recipient and any other person (Aleasing organization”) has performed services for the recipient (or for the recipient
and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at
least one year, and such services are performed under primary direction or control by the recipient. Contributions or benefits
provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient employer
shall be treated as provided by the recipient employer.



 


			A Leased Employee shall not be considered an Employee of the recipient if: (i) such Employee is covered by a money purchase
pension plan providing: (1) a nonintegrated employer contribution rate of at least 10 percent of Compensation, as defined in Code
Section 415(c) (3), but including amounts contributed pursuant to a salary reduction agreement which are excludable from the Employee=s
gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b), (2) immediate participation, and (3) full and immediate
vesting; and (ii) Leased Employees do not constitute more than 20 percent of the recipient=s non-highly compensated work force.



 


			An Owner-Employee means an individual who is a sole proprietor, or who is a partner owning more than 10 percent of either
the capital or profits interest of the partnership.



 


		(P)	"Employer" means the entity named in the Adoption Agreement and any other entity which, together therewith,
constitutes an affiliated service group (as defined in Code Section 414(m)(2)), any corporation which, together therewith, constitutes
a controlled group of corporations as defined in Code Section 1563, and any other trade or business (whether incorporated or not)
which, together therewith, are required to be aggregated under Code Sections 414(b), 414(c), or 414(o). For purposes of the definition
of ASalary” in Section 1.2(II) and Article III of the Plan, AEmployer” shall refer only to the applicable entity that
is participating in the Plan.



 


		(Q)	"Employment" means service with an
Employer.



 


		(R)	"Enrollment Date" means the date
on which an Employee becomes a Member as provided under Article II.



 


		(S)	"ERISA" means the Employee Retirement
Income Security Act of 1974, as now in effect or as hereafter amended.



 


		(T)	"Fiduciary" means any person who
(i) exercises any discretionary authority or control with respect to the management of the Plan or control with respect to the
management or disposition of the assets thereof, (ii) renders any investment advice for a fee or other Compensation, direct or
indirect, with respect to any moneys or other property of the Plan, or has any discretionary authority or responsibility to do
so, or (iii) has any discretionary authority or responsibility in the administration of the Plan, including any other persons
(other than trustees) designated by any Named Fiduciary to carry out fiduciary responsibilities, except to the extent otherwise
provided by ERISA.



 


		(U)	"Highly Compensated Employee" means
for Plan Years beginning after November 1, 2002, an Employee (i) who is a 5-percent Owner at any time during the look-back year
or determination year, or (ii)(a) who is employed during the determination year and who during the look-back year received Compensation
from the Employer in excess of $85,000 (as adjusted pursuant to the Code and Regulations for changes in the cost of living), and
(b) if elected by the Employer was in the top-paid group of Employees for such look-back year.



 


For purposes of this Section 1.2(U), Compensation
means Compensation as defined in Section 11.1(B)(12)(b). The determination year shall be the Plan Year. The look-back year shall
be the 12-month period immediately preceding the determination year. The Employer may, however, as indicated in the Adoption Agreement,
make a calendar year data election. If a calendar year data election is made, the look- back year shall be the calendar year ending
within the Plan Year for purposes of determining who is a Highly Compensated Employee (other than for 5% owners).


 




    	3



    	 



    

 


The top-paid group shall consist of the top 20 percent
of the Employees when ranked on the basis of Compensation paid by the Employer.


 


The determination of who is a Highly Compensated
Employee will be made in accordance with Code Section 414(q) and the IRS Regulations thereunder. The determination of who is a
highly compensated former Employee is based on the rules applicable to determining Highly Compensated Employee status as in effect
for that determination year, in accordance with Section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and IRS Notice
97-45. In determining whether an Employee is a Highly Compensated Employee for years beginning in 1997, the amendments to Section
414(q) stated above are treated as having been in effect for years beginning in 1996.


 


		(V)	"Hour of Employment" means:



 


		(1)	Each hour for which an Employee is paid, or entitled
to payment, for the performance of duties for an Employer. These hours will be credited to the Employee for the computation period
in which the duties are performed; and



 


		(2)	Each hour for which an Employee is paid, or entitled
to payment, by an Employer on account of a period of time during which no duties are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military
duty or leave of absence. No more than 501 Hours of Employment will be credited under this Subsection (2) for any single continuous
period (whether or not such period occurs in a single computation period). Hours under this Subsection (2) will be calculated
and credited pursuant to Section 2530.200b-2 of the DOL Regulations which is incorporated herein by this reference; and



 


		(3)	Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by an Employer. The same Hours of Employment will not be credited both under Subsection
(1) or (2), as the case may be, and under this Subsection (3). These hours will be credited to the Employee for the computation
period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or
payment is made.



 


Hours of Employment will be credited for employment
with other members of an affiliated service group (under Code Section 414(m)), a controlled group of corporations (under Code Section
414(b)), or a group of trades or businesses under common control (under Code Section 414(c)), of which the Employer is a member,
and any other entity required to be aggregated with such Employer pursuant to Code Section 414(o). Hours of Employment will also
be credited for any individual considered an Employee for purposes of the Plan under Code Section 414(n) or Code Section 414(o).


 


Solely for purposes of determining eligibility to participate,
"Hour of Employment" shall include service performed by an individual for an Employer or members of an affiliated service
group (under Code Section 414(m)), a controlled group of corporations (under Code Section 414(b)), or a group of trades or businesses
under common control (under Code Section 414(c)), of which the Employer is a member, during the period such individual is not a
member of a class of Employees otherwise eligible to participate in the Plan.


 


		(W)	"Investment Manager" means any Fiduciary other than a Trustee or Named Fiduciary who (i) has the power to
manage, acquire or dispose of any asset of the Plan; (ii) is (a) registered as an investment advisor under the Investment Advisors
Act of 1940; (b) is a bank, as defined in such Act, or (c) is an insurance company qualified to perform the services described
in clause (i) hereof under the laws of more than one state of the United States; and (iii) has acknowledged in writing that he
is a Fiduciary with respect to the Plan.



 


		(X)	"IRS" means the United States Internal
Revenue Service.



 




    	4



    	 



    

 


		(Y)	"Leave of Absence" means an absence
authorized by an Employee=s Employer and approved by the Plan Administrator, on a uniform basis, in accordance with Article XI.



 


		(Z)	"Member" means an Employee enrolled
in the membership of the Plan under Article II. Notwithstanding the above, Member shall also mean any Employee who, in accordance
with Article III, Section 3.3 and the terms of the Plan, makes a rollover contribution to the Plan. Such Employee shall be considered
a Member for purposes of such Rollover contribution(s) only and shall not share in the rights and privileges of those Members
enrolled in the membership of the Plan in accordance with Article II.



 


		(AA)	"Month" means any calendar month.



 


		(BB)	“Named Fiduciary" means the Fiduciary
or Fiduciaries named herein or in the Adoption Agreement who jointly or severally have the authority to control and manage the
operation and administration of the Plan.



 


		(CC)	"Non-Highly Compensated Employee"
means an Employee who is not a Highly Compensated Employee.



 


		(DD)	"Normal Retirement Age" means the
Member=s sixty-fifth (65th) birthday unless otherwise specified in the Adoption Agreement.



 


		(EE)	"Period of Service" means the aggregate
of all periods commencing with the Employee=s first day of Employment or reemployment with the Employer and ending on the date
a Break in Service begins. The first day of Employment or reemployment is the first day the Employee performs an Hour of Employment.
An Employee will also receive credit for any Period of Severance of less than 12 consecutive months, provided that the Employee
returns to Employment within 12 months of the Employee=s retirement, quit or discharge or, if earlier, within 12 months of the
date the Employee was first absent from service for any other reason.



 


		(FF)	"Period of Severance" means a continuous
period of time during which the Employee is not employed by the Employer. Such period begins on the date the Employee retires,
quits or is discharged, or if earlier, the 12 month anniversary of the date on which the Employee was otherwise first absent from
service.



 


In the case of an individual who is absent from
work for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary of the first day of
such absence shall not constitute a Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence (a) by reason of the pregnancy of the individual, (b) by reason of the birth of a child of the individual,
(c) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual,
or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.


 


		(GG)	"Plan" means the Employees' Savings
& Profit Sharing Plan as evidenced by this document, the applicable Adoption Agreement and all subsequent amendments thereto.



 


		(HH)	"Plan Administrator" means the Named
Fiduciary or, as designated by such Named Fiduciary and approved by the Board in accordance with Article IX, any officer or Employee
of the Employer.



 


		(II)	"Plan Year" means a consecutive 12-month
period ending December 31 unless an alternative 12 consecutive month period is specified in the Adoption Agreement.



 


		(JJ)	"Regulations" means the applicable regulations issued under the Code, ERISA or other applicable law, by the
IRS, the DOL or any other governmental authority and any proposed or temporary regulations or rules promulgated by such authorities
pending the issuance of such regulations.



 




    	5



    	 



    

 


		(KK)	“Roth Elective Deferral” is an elective deferral that is (a) designated irrevocably by the Member at the
time of the cash or deferred election as a Roth elective deferral that is being made in lieu of all or a portion of the pre-tax
elective deferrals the Member is otherwise eligible to make under the Plan; and (b) treated by the Employer as includible in the
Member’s income at the time the Member would have received the amount in cash if the Member had not made a cash or deferred
election.



 


		(LL)	"Salary" means regular basic monthly
salary or wages, exclusive of special payments such as overtime, bonuses, fees, deferred Compensation (other than pre-tax elective
deferrals pursuant to a Member=s election under Article III), severance payments, and contributions by the Employer under this
or any other plan (other than before-tax contributions made on behalf of a Member under a Code Section 125 cafeteria plan and,
effective for Plan Years beginning on or after January 1, 2001, qualified transportation fringe benefits under Code Section 132(f),
unless the Employer specifically elects to exclude such contributions or benefits). Commissions shall be included at the Employer=s
option within such limits, if any, as may be set by the Employer in the Adoption Agreement and applied uniformly to all its commissioned
Employees. In addition, Salary may also include, at the Employer=s option, special payments such as (i) overtime or (ii) overtime
plus bonuses.



 


Alternatively, at the Employer=s
option, Salary may be defined as follows:


 


		(1)	to include total taxable Compensation reported on the Member=s IRS Form W-2, plus deferrals, if any, pursuant to Code Sections
401(k), 475(b), 403(b), 402(h), 402(g)(3), and 125 plus, effective for Plan Years beginning on or after January 1, 2001, qualified
transportation fringe benefits under Code Section 132(f) (unless the Employer specifically elects to exclude such Code Section
125 deferrals or Code Section 132(f) amounts), but excluding Compensation deferred from previous years;



 


		(2)	wages, salaries and fees for professional services and other amounts received (without regard to whether or not an amount is
paid in cash) for personal services actually rendered in the course of Employment with the Employer to the extent that the amounts
are includible in gross income (including, but not limited to, commissions paid salespersons, Compensation for services on the
basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits and reimbursements, or other
expense allowances under a nonaccountable plan (as described in Regulation 1.62-2(c)), and excluding (i) Employer contributions
to a plan of deferred Compensation which are not includible in the Employee=s gross income for the taxable year in which contributed,
or Employer contributions under a simplified Employee pension plan to the extent such contributions are excludable from the Employee=s
gross income, or any distributions from a plan of deferred Compensation; (ii) amounts realized from the exercise of a nonqualified
stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject
to a substantial risk of forfeiture; (iii) amounts realized from the sale, exchange or other disposition of stock acquired under
a qualified stock option; and (iv) other amounts which receive special tax benefits, or contributions made by the Employer (whether
or not under a salary reduction agreement) towards the purchase of an annuity contract described in Code Section 403(b) (whether
or not contributions are actually excludable from the gross income of the Employee); plus deferrals, if any, pursuant to Code Sections
401(k), 457(b), 403(b), 402(h), 402(g)(3) and 125, plus, effective for Plan Years beginning on or after January 1, 2001, qualified
transportation fringe benefits under Code Section 132(f) (unless the Employer specifically elects to exclude such Code Section
125 deferrals or Code Section 132(f) amounts), but excluding Compensation deferred from previous years; or



 


		(3)	wages within the meaning of Code Section 3401(a) for
purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included
in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor
in Code Section 3401(a)(2)).



 


Notwithstanding any provision of the Plan to the
contrary, Salary for any Self-Employed Individual shall be equal to Earned Income.


 


If the Employer so elects in the Adoption Agreement,
Salary for any Employee shall only be considered for the period during which such Employee is eligible for Membership in the Plan.


 




    	6



    	 



    

 


For any Plan Year beginning after December 31, 2001,
the annual Salary of each Member taken into account for purposes of the Plan shall not exceed $200,000 (adjusted for cost of living
to the extent permitted by Code Section 401(a)(17)(B) and the IRS Regulations).


 


For Plan Years beginning after December 31, 1996,
the family member aggregation rules of Code Section 414(q)(6) (as in effect prior to the Small Business Job Protection Act of 1996)
are eliminated.


 


		(MM)	"Self-Employed Individual" means
an individual who has Earned Income for the taxable year from the trade or business for which the plan is established, and, also,
is an individual who would have had Earned Income but for the fact that the trade or business had no net profits for the taxable
year. A Self-Employed Individual shall be treated as an Employee.



 


		(NN)	"Social Security Taxable Wage Base"
means the contribution and benefit base attributable to the OASDI portion of Social Security employment taxes under Section 230
of the Social Security Act (42 U.S.C. - §430) in effect on the first day of each Plan Year.



 


		(OO)	"Spouse" or "Surviving Spouse"
means the individual to whom a Member or former Member was married on the date such Member withdraws his Account, or if such
Member has not withdrawn his Account, the individual to whom the Member or former Member was married on the date of his death.
For purposes of the Plan, a Member will be treated as married only if the Member’s marriage is recognized under the U.S.
Defense of Marriage Act of 1996 and the individual to whom the Member is married will only be treated as the Member’s spouse
under the Plan if that individual is recognized as the spouse of the Member under the U.S. Defense of Marriage Act of 1996.



 


		(PP)	"Third Party Administrator" or "TPA"
means Pentegra Services, Inc., a non-fiduciary provider of administrative services appointed and directed by the Plan Administrator
or the Named Fiduciary either jointly or severally.



 


		(QQ)	"Trust" means the Trust or Trusts
established and maintained pursuant to the terms and provisions of this document and any separately maintained Trust Agreement
or Agreements.



 





		(RR)	"Trustee" generally means the person, persons or other entities designated by the Employer or its Board as
the Trustee or Trustees hereof and specified as such in the Adoption Agreement and any Trust Agreement or Agreement



 


		(SS)	"Trust Agreement" means the document
by which the Employer or its Board has appointed a Trustee of the Plan, specified the terms and conditions of such appointment
and any fees associated therewith. The Employer or its Board may either adopt a separate Trust Instrument or utilize the Trust
instrument provided under Article IX of the Plan.



 


		(TT)	"Trust Fund" means the Trust Fund
or Funds established by the Trust Agreement or Agreements.



 


		(UU)	"Unit" means the unit of measure
described in Article V of a Member=s proportionate interest in the available Investment Funds (as defined in Article IV).



 


		(VV)	"Valuation Date" means any business
day of any month for the Trustee, except that in the event the underlying portfolio(s) of any Investment Fund cannot be valued
on such date, the Valuation Date for such Investment Fund shall be the next subsequent date on which the underlying portfolio(s)
can be valued. Valuations shall be made as of the close of business on such Valuation Date(s).



 


		(WW)	"Year of Employment" means a period
of service of 12 months.



 


		(XX)	"Year of Service" means any Plan
Year during which an individual completed at least 1,000 Hours of Employment, or satisfied any alternative requirement, as determined
by the Plan Administrator in accordance with any applicable Regulations issued by the DOL and the IRS.



 




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		(YY)	"Year of Eligibility Service" means where an Employer designates a one or two 12-consecutive-month eligibility
waiting period, an Employee must complete at least 1,000 Hours of Employment during each 12-consecutive-month period (measured
from his date of Employment and then as of the first day of each Plan Year commencing after such date of Employment); provided,
however, if an Employee is credited with 1,000 Hours of Employment in both the initial eligibility computation period and the first
Plan Year which commences prior to the first anniversary of the Employee=s Employment commencement date, the Employee will be credited,
for eligibility purposes, with two Years of Eligibility Service. Where an Employer designates an eligibility waiting period of
less than 12 months, an Employee must, for purposes of eligibility, complete a required number of hours (measured from his date
of Employment and each anniversary thereafter) which is arrived at by multiplying the number of months in the eligibility waiting
period requirement by 83 a; provided, however, if an Employee completes at least 1,000 Hours of Employment within the 12 month
period commencing on his Employment commencement date or during any Plan Year commencing after such Employment commencement date,
such Employee will be treated as satisfying the eligibility service requirements.



 


		Section 1.3	Gender Caveat



 


The masculine pronoun wherever used in this document and its
accompanying Adoption Agreement shall include the feminine pronoun.


 




    	8



    	 



    

 


ARTICLE II


PARTICIPATION AND MEMBERSHIP


 


		Section 2.1	Eligibility Requirements



 


The Employer may elect as a requirement for eligibility to participate
in the Plan (i) the completion of a service period equal to any number of months not to exceed 12 consecutive months, or (ii) the
completion of a service period equal to one or two 12-consecutive-month periods, and/or (iii) if the Employer so elects, it may
adopt a minimum age requirement from age 18 to age 21. Such election shall be made and reflected on the Adoption Agreement. Notwithstanding
the foregoing, in the case of an Employer that adopts the 401(k) feature under Section 3.10, the eligibility requirements under
such feature shall not exceed the period described in clause (i) above, and, at the election of the Employer, attainment of age
21 as described in clause (iii) above.


 


Notwithstanding the foregoing, the Employer may elect in the
Adoption Agreement to establish as an eligibility requirement (as a minimum service requirement, minimum age requirement, or both)
for Employer matching contributions, Employer basic contributions Employer supplemental contributions, and/or Employer Profit Sharing
contributions (i) the completion of any number of months not to exceed 12 consecutive months, or (ii) the completion of one or
two 12-consecutive-month periods, and/or (iii) if the Employer so elects, it may adopt a minimum age requirement from age 18 to
age 21. Such election shall be made and reflected in the Adoption Agreement.


 


In implementing the eligibility service periods described
above, (i) if an Employer designates in the Adoption Agreement an eligibility service crediting method based on the hours of service
method, the satisfaction of the eligibility service requirement shall be dependent on the completion of a Year of Eligibility Service
and (ii) if an Employer designates in the Adoption Agreement an eligibility service crediting method based on the elapsed time
method, the satisfaction of the eligibility service requirement shall be dependent on the completion of the requisite Period of
Service.


 


If a non-vested Member terminates Employment without a vested
interest in his Account derived from Employer contributions, Years of Employment (or, as applicable, Years of Service) before a
period of consecutive Breaks in Service will not be taken into account for eligibility purposes if the number of consecutive Breaks
in Service in such period equals or exceeds the greater of five or the aggregate number of Years of Employment (or, as applicable,
Years of Service) before such break. If a Member=s service is disregarded pursuant to this paragraph, such Member will be treated
as a new Employee for eligibility purposes. Notwithstanding anything herein to the contrary, in determining whether a Member has
a vested interest in his Account derived from Employer contributions for purposes of Code Sections 410(a)(5)(D) and 411(a)(6)(D),
the Member’s 401(k) deferrals shall be taken into account and treated as derived from Employer contributions.


 


An Employer may, at its option, subject to the provisions of
the Plan, adopt different Plan features and provisions for different definable groups of Employees, including Employees acquired
pursuant to a merger or acquisition. The Employer must demonstrate that the Plan continues to operate in compliance with the applicable
provisions of the Code and IRS Regulations following the adoption of different Plan features for different definable groups of
Employees.


 


Section 2.2Exclusion of Certain Employees


 


To the extent provided in the Adoption Agreement, the following
Employees may be excluded from participation in the Plan:


 


		i.	Employees not meeting the age and service requirements;



 


		ii.	Employees who are included in a unit of Employees covered by a collective bargaining agreement between the Employee representatives
and one or more Employers if there is evidence that retirement benefits were the subject of good faith bargaining between such
Employee representatives and such Employer(s). For this purpose, the term "Employee representative" does not include
any organization where more than one-half of the membership is comprised of owners, officers and executives of the Employer;



 




    	9



    	 



    

 


		iii.	Employees who are non-resident aliens and who receive no earned income from the Employer which constitutes income from sources
within the United States; and



 


		iv.	Acquired Employees as defined in Article 1, Section 1.2(B).



 


		v.	Employees who are not regular full time or part time Employees (Flex Staff Employees).



 


		vi.	Leased Employees within the meaning of Code Section 414(n)(2).



 


		vii.	Short Term Employees (i.e. Employees hired under a written agreement which precludes Membership in the Plan and provides for
a specific period of Employment not to exceed one year).



 


		viii.	Employees described in Section 2.4 or included in any other ineligible job classifications set forth in the Adoption Agreement.



 


		Section 2.3	Waiver of Eligibility Requirements



 


The Employer, at its election, may waive the eligibility
requirement(s) for participation specified above for (i) all Employees, or (ii) all those employed on or up to 12 months after
its Commencement Date under the Plan. Subject to the requirements of the Code, the eligibility waiting period shall be deemed to
have been satisfied for an Employee who was previously a Member of the Plan.


 


Any Employee whose Employment commences after the expiration
date of the Employer=s waiver of the eligibility requirement(s), if any, shall be enrolled in the Plan in accordance with the eligibility
requirement(s) specified in the Adoption Agreement.


 


		Section 2.4	Exclusion of Non-Salaried Employees



 


The Employer, at its election, may exclude non-salaried
(hourly paid) Employees from participation in the Plan, regardless of the number of Hours of Employment such Employees complete
in any Plan Year. Notwithstanding the foregoing, for purposes of this Section 2.4 and all purposes under the Plan, a non-salaried
Employee that is hired following the adoption date of the Plan by the Employer, but prior to the adoption of this exclusion by
the Employer, shall continue to be deemed to be an Employee and will continue to receive benefits on the same basis as a salaried
Member, despite classification as a non-salaried Employee.


 


		Section 2.5	Commencement of Participation



 


Every eligible Employee (other than non-salaried or such
other Employees who, at the election of the Employer, are excluded from participation) shall commence participation in the Plan
on the later of:


 


		(1)	The Employer=s Commencement Date, or



 


		(2)	The first day of the month or calendar quarter (as
designated by the Employer in the Adoption Agreement) coinciding with or next following his satisfaction of the eligibility requirements
as specified in the Adoption Agreement.



 


		(3)	The earlier of either the first day of the Plan Year or the first day of the seventh month of the Plan Year coincident with
or next following the satisfaction of the eligibility requirements specified in the Adoption Agreement.



 


The date that participation commences shall be hereinafter
referred to as the Enrollment Date. Notwithstanding the above, no Employee shall under any circumstances become a Member unless
and until his enrollment application is filed with, and accepted by, the Plan Administrator. The Plan Administrator shall notify
each Employee of his eligibility for membership in the Plan and shall furnish him with an enrollment application in order that
he may elect to make or receive contributions on his behalf under Article III at the earliest possible date consonant with this
Article.


 




    	10



    	 



    

 


If an Employee fails to complete the enrollment form furnished
to him, the Plan Administrator shall do so on his behalf. In the event the Plan Administrator processes the enrollment form on
behalf of the Employee, the Employee shall be deemed to have elected not to make any contributions and/or elective deferrals under
the Plan, if applicable.


 


In the event a Member is no longer a member of an eligible class
of Employees and becomes ineligible to participate but has not incurred a break in service, such Employee will participate immediately
upon returning to an eligible class of Employees. If such Member incurs a break in service, eligibility will be determined under
the break in service rules of the Plan.


 


In the event an Employee who is not a member of an eligible
class of Employees becomes a member of an eligible class, such Employee will participate immediately if such Employee has satisfied
the minimum age and service requirements and would have otherwise previously become a Member.


 


		Section 2.6	Termination of Participation



 


Membership under all features and provisions of the Plan
shall terminate upon the earlier of (a) a Member's termination of Employment, or (b) his death.


 




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ARTICLE III


CONTRIBUTIONS


 


		Section 3.1	Contributions by Members



 


If the Adoption Agreement so provides, each Member may elect
to make non-deductible, after-tax contributions under the Plan, based on increments of 1% of his Salary, provided the amount thereof,
when aggregated with the amount of any pre-tax elective deferrals, does not exceed the limit established by the Employer in the
Adoption Agreement. All such after-tax contributions shall be separately accounted for, nonforfeitable and distributed with and
in addition to any other benefit to which the Member is entitled hereunder. A Member may change his contribution rate as designated
in the Adoption Agreement, but reduced or suspended contributions may not subsequently be made up.


 


		Section 3.2	Elective Deferrals by Members



 


If the Adoption Agreement so provides, each Member may
elect to make pre-tax elective deferrals (401(k) deferrals) under the Plan, based on increments of 1% of his Salary provided
the amount thereof, when aggregated with the amount of any after-tax contributions, does not exceed the limit established by
the Employer in the Adoption Agreement and in no event exceeds the limits of Code Sections 401(k), 402(g), 404 and 415,
except to the extent Catch-up contributions are permitted under the Plan in accordance with Code Section 414(v) and Section
3.15 of the Plan. Alternatively, a Member may elect to contribute for a Plan Year a dollar amount which does not exceed the
maximum amount permitted under this Section 3.2 or the limit established by the Employer in the Adoption Agreement for such
Plan Year and a pro-rata portion shall be withheld from each payment of Salary to such Member for the balance of the Plan
Year remaining after the election takes effect. All such 401(k) deferrals shall be separately accounted for, nonforfeitable
and distributed under the terms and conditions described under Article VII with and in addition to any other benefit to which
the Member is entitled hereunder. A Member may change his 401(k) deferral rate or suspend his 401(k) deferrals as designated
in the Adoption Agreement, but reduced or suspended deferrals may not subsequently be made up.


 


Notwithstanding any other provision of the Plan, no Member
may make 401(k) deferrals during any Plan Year in excess of $11,000 as adjusted for cost-of living under Code Section 402(g). In
the event that the aggregate amount of such 401(k) deferrals for a Member exceeds the limitation in the previous sentence, the
amount of such excess, increased by any income and decreased by any losses attributable thereto, shall be refunded to such Member
no later than the April 15 of the Plan Year following the Plan Year for which the 401(k) deferrals were made. If a Member also
participates, in any Plan Year, in any other plans subject to the limitations set forth in Code Section 402(g) and has made excess
401(k) deferrals under this Plan when combined with the other plans subject to such limits, to the extent the Member, in writing
designates to the TPA any 401(k) deferrals under this Plan as excess deferrals by no later than the March 1 of the Plan Year following
the Plan Year for which the 401(k) deferrals were made, the amount of such designated excess, increased by any income and decreased
by any losses attributable thereto, shall be refunded to the Member no later than the April 15 of the Plan Year following the Plan
Year for which the 401(k) deferrals were made.


 


If so elected by the Employer in the Adoption Agreement, a Member
may make a special election to defer a percentage of any bonuses received during the Plan Year subject to limits of Code Sections
401(k), 402(g), 404 and 415.


 


If so elected by the Employer in the Adoption Agreement, effective
for Plan Years beginning on or after January 1, 2006, a Member may designate all or a portion of his or her elective deferrals
to the Plan as Roth 401(k) contributions, in accordance with Code Sections 402A and 401(k) and the applicable regulations and guidance
issued thereunder.


 


Contributions and withdrawals of Roth elective deferrals will
be credited and debited to the Roth elective deferral account maintained for each Member. The Plan will maintain a record of the
amount of Roth elective deferrals in each Member’s Account. Gains, losses, and other credits or charges must be separately
allocated on a reasonable and consistent basis to each Member’s Roth elective deferral account and the Member’s other
accounts under the Plan. No contributions other than Roth elective deferrals and properly attributable earnings will be credited
to each Member’s Roth elective deferral account.


 




    	12



    	 



    

 


Notwithstanding anything in this Section 3.2 to the contrary,
and in accordance with IRS Regulation Section 1.401(k)-1(a)(3)(iii), 401(k) deferrals may not be made prior to the Member’s
performance of services with respect to which the contributions are made or, if earlier, when the Compensation that is subject
to the 401(k) deferral election would be currently available.


 


		Section 3.3	Transfer of Funds and Rollover Contributions by
Members



 


Each Member may elect to make, directly or indirectly, a rollover
contribution to the Plan of amounts held on his behalf in (i) an Employee benefit plan qualified under Code Sections 401(a) or
403(a), (ii) an individual retirement account or annuity as described in Code Section 408(d)(3), (iii) an annuity contract described
in Code Section 403(b), excluding after-tax contributions, (iv) an eligible plan under Code Section 457(b) which is maintained
by state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state. All
such amounts shall be certified in form and substance satisfactory to the Plan Administrator by the Member as being all or part
of an Eligible Rollover Distribution or a "rollover contribution" within the meaning of Code Sections 402(c)(4) or 408(d)(3).
Such rollover amounts, along with the earnings related thereto, will be accounted for separately from any other amounts in the
Member's Account. A Member shall have a nonforfeitable vested interest in all such rollover amounts.


 


Unless otherwise provided by the Employer in the Adoption Agreement,
the Plan will accept a rollover contribution to a Roth elective deferral account only if it is a Direct Rollover from another Roth
elective deferral account.


 


The Employer may, at its option, permit Employees who have not
satisfied the eligibility requirements designated in the Adoption Agreement to make a rollover contribution to the Plan.


 


The Trustee of the Plan may also accept a direct transfer of
funds, which meets the requirements of Section 1.411(d)-4 of the IRS Regulations, from a plan which the Trustee reasonably believes
to be qualified under Code Section 401(a) in which an Employee was, is, or will become, as the case may be, a Member. If the funds
so directly transferred are transferred from a retirement plan subject to Code Section 401(a)(11), then such funds shall be accounted
for separately and any subsequent distribution of those funds, and earnings thereon, shall be subject to the provisions of Section
7.3 which are applicable when an Employer elects to provide an annuity option under the Plan.


 


Notwithstanding any provision of the Plan to the contrary, the
Employer may elect in the Adoption Agreement not to permit Rollover contributions to the Plan of either an Eligible Rollover Distribution
or a “rollover contribution” within the meaning of Code Sections 402(c) (4) or 408(d) (3).


 


		Section 3.4	Employer Contributions - General



 


The Employer may elect to make regular or discretionary
contributions under the Plan. Such Employer contributions may be in the form of (i) matching contributions, (ii) basic contributions,
(iii) safe harbor CODA contributions and/or (iv) profit sharing contributions as designated by the Employer in the Adoption Agreement
and/or (i) supplemental contributions and/or (ii) qualified nonelective contributions as permitted under the Plan. Each such contribution
type shall be separately accounted for by the TPA.


 


		Section 3.5	Employer Matching Contributions



 


The Employer may elect to make regular matching contributions
under the Plan. Such matching contributions on behalf of any Member shall be conditioned upon the Member making after-tax contributions
under Section 3.1 and/or 401(k) deferrals under Sections 3.2 and 3.10.


 


If so adopted, the Employer shall contribute under the Plan
on behalf of each of its Members an amount equal to a percentage (as specified by the Employer in the Adoption Agreement) of the
Member=s after-tax contributions and/or 401(k) deferrals not in excess of a maximum percentage as specified by the Employer in
the Adoption Agreement (in increments of 1%) of his Salary. The percentage elected by the Employer shall be based on a formula
not to exceed 2005 or in accordance with one of the schedules of matching contribution formulas listed below, and must be uniformly
applicable to all Members.


 




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	 	 	Years of Employment	 	Matching %	 
	 	 	 	 	 	 
	Formula Step 1	 	Less than 3	 	 	50	%
	 	 	At least 3 but less than 5	 	 	75	%
	 	 	5 or more	 	 	100	%
	 	 	 	 	 	 	 
	Formula Step 1	 	Less than 3	 	 	100	%
	 	 	At least 3 but less than 5	 	 	150	%
	 	 	5 or more	 	 	200	%



 


		Section 3.6	Employer Discretionary Matching Contributions



 


The Employer may elect to make discretionary matching contributions
under the Plan. Such discretionary matching contributions shall be conditioned upon the Member making after-tax contributions under
Section 3.1 and/or 401(k) deferrals under Section 3.2 and 3.10.


 


If so adopted, the Employer shall in its sole discretion, make
a contribution on behalf of each of its Members an amount equal to the percentage, if any, specified in the Adoption Agreement,
of the Member’s after-tax and 401(k) deferrals. The Employer may, in the Adoption Agreement, elect to impose a maximum percentage
of Member after-tax contributions and/or 401(k) deferrals which will be eligible for purposes of such Employer discretionary matching
contributions.


 


		Section 3.7	Employer Basic Contributions



 


The Employer may elect to make regular basic contributions
under the Plan. Such basic contributions on behalf of any Member shall not be conditioned upon the Member making after-tax contributions
and/or 401(k) deferrals under this Article III. If so adopted, the Employer shall contribute to the Plan on behalf of each Member
(as specified by the Employer in the Adoption Agreement) an amount equal to a percentage not to exceed 15% (as specified by the
Employer in the Adoption Agreement) in increments of 1% of the Member=s Salary. The percentage elected by the Employer shall be
uniformly applicable to all Members. The Employer may elect, if basic contributions are made on behalf of its Members on a monthly
basis, to restrict the allocation of such basic contribution to those Members who were employed with the Employer on the last day
of the month for which the basic contribution is made.


 


		Section 3.8	Supplemental Contributions by Employer



 


An Employer may, at its option, make a supplemental contribution
under Formula (1) or (2) below:


 


		Formula (1)	A uniform percentage (as specified by the Employer)
of each Member=s contributions not in excess of a maximum percentage (if the Employer elects to impose such a maximum) of the
Member=s Salary which were received by the Plan during the Plan Year with respect to which the supplemental contribution relates.
If the Employer elects to make such a supplemental contribution, it shall be made on or before the last day of the second month
in the Plan Year following the Plan Year described in the preceding sentence on behalf of all those Members who were employed
with the Employer on the last working day of the Plan Year with respect to which the supplemental contribution relates.



 


		Formula (2)	A uniform dollar amount per Member or a uniform percentage
(limited to a specific dollar amount, if elected by the Employer) of each Member=s Salary for the Plan Year (or, at the election
of the Employer, the Employer's fiscal year) to which the supplemental contribution relates. If the Employer elects to make such
a supplemental contribution, it shall be made within the time prescribed by law, including extensions of time, for filing of the
Employer=s federal income tax return on behalf of all those Members who have completed 1,000 Hours of Service during the Plan
Year (or fiscal year), were employed with the Employer on the last working day of the Plan Year (or the fiscal year), or retired,
died or terminates Employment due to a Disability during the Plan Year (or fiscal year) to which the supplemental contribution
relates. The Employer may, at its option, elect to make a contribution under this paragraph to only those Members whose Salary
is less than an amount to be specified by the Employer to the extent that such Salary limit is less than the dollar amount under
Code Section 414(q) for such year. The percentage contributed under this Formula (2) shall be limited in accordance with the Employer's
matching formula and basic contribution rate, if any, under this Article such that the sum of the Employer's Formula (2) supplemental
contribution plus all other Employer contributions under this Article shall not exceed 15% of Salary for such year.



 




    	14



    	 



    

 


		Section 3.9 	The Profit Sharing Feature



 


An Employer may, at its option, adopt the Profit Sharing
Feature as described herein, subject to any other provisions of the Plan, where applicable. This Feature may be adopted either
in lieu of, or in addition to, any other Plan Feature contained in this Article III. The Profit Sharing Feature is designed to
provide the Employer a means by which to provide discretionary contributions on behalf of Employees eligible under the Plan.


 


If this Profit Sharing Feature is adopted, the Employer
may contribute on behalf of each of its eligible Members, on an annual (or at the election of the Employer, quarterly) basis for
any Plan Year or fiscal year of the Employer (as the Employer shall elect), a discretionary amount not to exceed the maximum amount
allowable as a deduction to the Employer under the provisions of Code Section 404, and further subject to the provisions of Article
X.


 


Any such profit sharing contribution must be received by
the Trustee within the time prescribed by law, including extensions of time, for filing of the Employer=s federal income tax return
following the close of the Contribution Determination Period on behalf of all those Members who are entitled to an allocation of
such profit sharing contribution as set forth in the Adoption Agreement. For purposes of making the allocations described in this
paragraph, a Member who is on a Type 1 nonmilitary Leave of Absence (as defined in Sections 1.2(W) and 10.8(B)(1)) or a Type 4
military Leave of Absence (as defined in Sections 1.2(W) and 10.8(B)(4)) shall be treated as if he were a Member who was an Employee
in Employment on the last day of such Contribution Determination Period.


 


Profit sharing contributions shall be allocated to each Member=s
Account for the Contribution Determination Period at the election of the Employer, in accordance with one of the following options:


 


	 	Profit Sharing Formula 1 –   	 	In the same ratio as each Member=s Salary during such Contribution Determination Period bears to the total of such Salary of all Members.
	 	 	 	 
	 	Profit Sharing Formula 2 –   	 	In the same ratio as each Member=s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer=s eligibility requirement(s) bears to the total of such Salary of all Members.


 


The Employer may integrate the Profit Sharing Feature with
Social Security in accordance with the following provision. The annual (or quarterly, if applicable) profit sharing contributions
for any Contribution Determination Period (which period shall include, for the purposes of the following maximum integration levels
provided hereunder where the Employer has elected quarterly allocations of contributions, the four quarters of a Plan Year or fiscal
year) shall be allocated to each Member's Account at the election of the Employer, in accordance with one of the following options:


 


	 	Profit Sharing Formula 3 –   	 	In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member=s Salary during the Contribution Determination Period (the ABase Contribution Percentage”), plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member=s Salary for the Contribution Determination Period in excess of the Social Security Taxable Wage Base for such Contribution Determination Period (the AExcess Contribution Percentage”).


 


 




    	15



    	 



    

 


	 	Profit Sharing Formula 4 –	 	In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member=s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer=s eligibility requirement(s), if any, up to the Base Contribution Percentage for such Contribution Determination Period, plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member=s Salary in excess of the Social Security Taxable Wage Base for the portion of the Contribution Determination Period during which the Member satisfied the Employer=s eligibility requirement(s), equal to the Excess Contribution Percentage.
	 	 	 	 
	 	Profit Sharing Formula 5 –  	 	In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member=s Salary during the Contribution Determination Period (the ABase Contribution Percentage”), plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member=s Salary for the Contribution Determination Period in excess of the Integration Level (as specified by the Employer in the Adoption Agreement).
	 	 	 	 
	 	Profit Sharing Formula 6 – 	 	In a uniform percentage (as specified by
    the Employer in the Adoption Agreement) of each Member=s Salary for the portion of the Contribution Determination Period
    during which the Member satisfied the Employer=s eligibility requirement(s), if any (the ABase Contribution
    Percentage”), plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member=s
    Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer=s eligibility
    requirement(s), if any, in excess of the Integration Level (as specified by the Employer in the Adoption
    Agreement).
	 	 	 	 
	 	Profit Sharing Formula 7 –  	 	Subject to the overall permitted disparity limit, Profit Sharing contributions shall be allocated as follows:


 


	 	Step One:	 	If the Plan is Top-Heavy (See Article XI, Section 10.2), contributions will be allocated to each Member=s Account in the ratio that each Member=s Salary bears to the total of all Members’ Salary, but not in excess of 3% of each Member=s Salary.
	 	 	 	 
	 	Step Two:	 	If the Plan is Top-Heavy, any contributions remaining after the allocation in Step One will be allocated to each Member=s Account in the ratio that each Member=s Salary for the Plan Year in excess of the Integration Level bears to the total excess Salary of all Members, but not in excess of 3% of each Member’s Salary in excess of the Integration Level.
	 	 	 	 
	 	Step Three:	 	Any contributions remaining after the allocation in Step Two will be allocated to each Member=s Account in the ratio that the sum of each Member=s Salary and Salary in excess of the Integration Level bears to the sum of all Members= Salary and Salary in excess of the Integration Level, but not in excess of the Profit Sharing Maximum Disparity Rate times the sum of the Member=s Salary and Salary in excess of the Integration Level.
	 	 	 	 
	 	Step Four:	 	Any remaining Employer contributions will be allocated to each Member=s Account in the ratio that each Member=s Salary bears to the total of all Members’ Salary.


 





For purposes of this Profit Sharing Formula
7, Annual Overall Permitted Disparity Limit shall mean, notwithstanding the preceding Step One through Step Four, for any Plan
Year that the Plan benefits any Member who benefits under another qualified plan or simplified Employee pension (as defined in
Code Section 408(k)) maintained by the Employer that provides for permitted disparity (or imputes disparity), Employer contributions
will be allocated to the Account of each Member who is entitled to an allocation in the ratio that such Member=s total Salary
bears to the total Salary of all Members. The Profit Sharing maximum disparity rate is 5.7%. If the Integration Level selected
is equal to the Taxable Wage Base, the applicable percentage is 2.7% if the Plan is Top-Heavy and 5.7% if the Plan is not Top-Heavy.
The Taxable Wage Base is the contribution and benefits base in effect under Section 230 of the Social Security Act in effect as
of the beginning of the Plan Year.


  



    	16



    	 



    



 





The Excess Contribution Percentage described in Profit Sharing
Formulas 3, 4, 5 and 6 above may not exceed the lesser of (i) the Base Contribution Percentage, or (ii) the greater of (1) 5.7%
or (2) the percentage equal to the portion of the Code Section 3111(a) tax imposed on employers under the Federal Insurance Contributions
Act (as in effect as of the beginning of the Plan Year) which is attributable to old-age insurance. For purposes of this subparagraph,
ACompensation” as defined in Code Section 414(s) shall be substituted for ASalary” in determining the Excess Contribution
Percentage and the Base Contribution Percentage.


 


Notwithstanding any provision of the Plan to the contrary, for
purposes of Profit Sharing Formulas 5 and 6, the Integration Level is the amount of Salary specified in the Adoption Agreement
at or below which the rate of contributions or benefits (expressed in each case as a percentage of such Salary) provided under
the Plan is less than the rate of contributions or benefits (expressed in each case as a percentage of such Salary) provided under
the Plan with respect to Salary above such level. For purposes of Formula 5, the Adoption Agreement must specify an Integration
Level in effect for the Plan Year for each Member. No Integration Level in effect for a particular year may exceed the contribution
and benefit base (Taxable Wage Base) under Section 230 of Social Security Act (Code Section 3121(a)(1)) in effect for the first
day of the Plan Year.


 


Notwithstanding the foregoing, the Employer may not adopt
the Social Security integration options provided above if any other integrated defined contribution or defined benefit plan is
maintained by the Employer during any Contribution Determination Period.


 


Notwithstanding any provision of the Plan to the contrary,
in order to receive an allocation of Employer Profit Sharing Contributions, the Employer may require, as provided in the Employer’s
Adoption Agreement, that the Member complete 1,000 Hours of Employment during the Contribution Determination Period or retire,
die or become totally and permanently disabled prior to the last day of the Contribution Determination Period.


 


		Section 3.10	The 401(k) Feature



 


The Employer may, at its option, adopt the 401(k) Feature
described hereunder and in Section 3.2 above for the exclusive purpose of permitting its Members to make 401(k) deferrals to the
Plan.


 


The Employer may make, apart from any matching contributions
it may elect to make, Employer qualified nonelective contributions as defined in Section 1.401(k)(6) of the IRS Regulations. The
amount of such contributions shall not exceed 50% of the Salary of all Members eligible to share in the allocation when combined
with all Employer contributions (including 401(k) elective deferrals) to the Plan for such Plan Year. Allocation of such contributions
shall be made, at the election of the Employer, to the Accounts of (i) all Members, or (ii) only Members who are not Highly Compensated
Employees. Allocation of such contributions shall be made, at the election of the Employer, in the ratio (i) which each eligible
Member's Salary for the Plan Year bears to the total Salary of all eligible Members for such Plan Year, or (ii) which each eligible
Member's Salary not in excess of a fixed dollar amount specified by the Employer for the Plan Year bears to the total Salary of
all eligible Members taking into account Salary for each such Member not in excess of the specified dollar amount. Notwithstanding
any provision of the Plan to the contrary, such contributions shall be subject to the same vesting requirements and distribution
restrictions as Members' 401(k) deferrals and shall not be conditioned on any election or contribution of the Member under the
401(k) feature. Any such contributions must be made on or before the last day of the second month after the Plan Year to which
the contribution relates. Further, for purposes of the actual deferral percentage or actual contribution percentage tests described
below, the Employer may apply (in accordance with applicable Regulations) all or any portion of the Employer qualified nonelective
contributions for the Plan Year toward the satisfaction of the actual deferral percentage test. Any remaining Employer qualified
nonelective contributions not utilized to satisfy the actual deferral percentage test may be applied (in accordance with applicable
Regulations) to satisfy the actual contribution percentage test.


 




    	17



    	 



    

 


Effective for Plan Years beginning after December 31, 1996,
the actual deferral percentages for Highly Compensated Employees shall, in accordance with the Code and IRS Regulations, satisfy
either (i) or (ii) as follows:


 


		(i)	Prior Year Testing



 


Notwithstanding any other provision
of this 401(k) Feature, the actual deferral percentage for a Plan Year for Members who are Highly Compensated Employees for such
Plan Year and the prior year=s actual deferral percentage for Members who were Non-Highly Compensated Employees for the prior Plan
Year must satisfy one of the following tests:


 


		(a)	the actual deferral percentage for a Plan Year for Members
who are Highly Compensated Employees for the Plan Year shall not exceed the prior year=s actual deferral percentage of those Members
who are not Highly Compensated Employees for the prior Plan Year multiplied by 1.25; or



 


		(b)	the actual deferral percentage for a Plan Year for Members
who are Highly Compensated Employees for the Plan Year shall not exceed the prior year=s actual deferral percentage for Members
who were Non-Highly Compensated Employees for the prior Plan Year multiplied by 2.0, provided that the actual deferral percentage
for Members who are Highly Compensated Employees does not exceed the prior year’s actual deferral percentage for Members
who were Non-Highly Compensated Employees in the prior Plan Year by more than two (2) percentage points. This determination shall
be made in accordance with the procedure described in Section 3.11 below.



 


			For the first Plan Year that the Plan permits any Member to make elective deferrals and this is not a successor plan, for purposes
of the foregoing tests, the prior year=s Non-Highly Compensated Employees= actual deferral percentage shall be three percent (3%)
unless the Employer has elected in the Adoption Agreement to use the current Plan Year=s actual deferral percentage for these Members.
The Employer may elect in the Adoption Agreement to change from the Prior Year Testing method to the Current Year Testing method
in accordance with the Code and IRS Regulations.



 


		(i)	Current Year Testing



 


			If elected by the Employer in the Adoption Agreement, the actual deferral percentage tests in (a) and (b) above, will be applied
by comparing the current Plan Year=s actual deferral percentage for Members who are Highly Compensated Employees for such Plan
Year with the current Plan Year=s actual deferral percentage for Members who are Non-Highly Compensated Employees for such year.
Any change to use the prior year testing method shall be determined in accordance with Treas. Reg. Section 1.401(k)-2(c).



 


A Member is a Highly Compensated Employee for a particular
Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Member is a Non-highly
Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for
that Plan Year.


 




    	18



    	 



    

 


		Section 3.11	Determining the Actual Deferral Percentages



 


For purposes of this 401(k) Feature, the actual deferral percentage
for a Plan Year means, for a specified group of Members for a Plan Year, the average of the ratios (calculated separately for each
Member in such group) of (a) the amount of 401(k) deferrals (including, as provided in Section 3.10, any Employer qualified nonelective
contributions) made to the Member=s Account for the Plan Year, to (b) the amount of the Member=s Compensation . For this purpose,
Compensation shall mean total taxable Compensation as reported on Form W-2, including elective deferrals, in accordance with Section
11.1(B)(i)(b). Alternatively, where specifically elected by the Employer, Compensation shall be recognized for only that part of
the Plan Year during which the Member was eligible to participate in the Plan. Notwithstanding anything in this Section 3.11 to
the contrary, and in accordance with IRS Regulation Sections 1.401(k)-2(a)(6)(iv) and 1.401(m)-2(a)(6)(v), no qualified nonelective
contributions shall be taken into account in determining the actual deferral percentage for a Plan Year for a Non-highly Compensated
Employee under the Plan to the extent such contributions exceed for such Non-highly Compensated Employee the greater of (i) 5%
of the Non-highly Compensated Employee’s Compensation (as defined in Code Section 414(s) and (ii) the product of (A) two
(2) times the “Plan’s representative contribution rate” (within the meaning, as applicable, of IRS Regulation
Section 1.401(k)-2(a)(6)(iv) and Section 1.401(m)-2(a)(6)(v)) and (B) the Non-highly Compensated Employee’s Compensation
(as defined in Code Section 414(s)).


 


An Employee=s actual deferral percentage shall be zero if no
401(k) deferral (or, as provided in Section 3.10, Employer qualified nonelective contribution) is made by him or on his behalf
for such applicable Plan Year. If the Plan and one or more other plans which include cash or deferred arrangements are considered
as one plan for purposes of Code Sections 401(a)(4) and 410(b), the cash or deferred arrangements included n such plans shall be
treated as one arrangement for purposes of this 401(k) Feature.


 


The TPA shall determine as of the end of the Plan Year whether
one of the actual deferral percentage tests specified in Section 3.10 above is satisfied for such Plan Year. This determination
shall be made after first determining the treatment of excess deferrals within the meaning of Code Section 402(g) under Section
3.2 above.


 


The amount of excess contributions for a Highly Compensated
Employee will be determined, in accordance with Treas. Reg. Section 1.401(k)-2(b)(2)(ii), in the following manner: The actual deferral
percentage of the Highly Compensated Employee with the highest actual deferral percentage is reduced to equal the actual deferral
percentage of the Highly Compensated Employee with the next highest actual deferral percentage. This process is repeated until
the actual deferral percentage test would be satisfied. In determining the necessary reduction in a Highly Compensated Employee’s
actual deferral percentage as provided above, if a lesser reduction would enable the Plan to satisfy the actually deferral percentage
test, then only such lesser reduction is used to determine the highest permitted actual deferral percentage for a Highly Compensated
Employee.


 


For purposes of the actual deferral test, 401(k) deferrals of
a Highly Compensated Employee that exceed the limits of Code Section 402(g) shall be taken into account.


 


In the event that neither of such actual deferral percentage
tests is satisfied, the TPA shall, to the extent permissible under the Code and the IRS Regulations, refund the excess contributions
for the Plan Year in the following order of priority: by (i) refunding such amounts deferred by the Member or a pre-tax basis which
were not matched by his Employer (and any earnings and losses allocable thereto), (ii) refunding such amounts deferred by the Member
which the Member designates as Roth Elective Deferrals, and (iii) refunding amounts deferred for such Plan Year by the Member (and
any earnings and losses allocable thereto), and, to the extent permitted under the Code and applicable IRS Regulations, forfeiting
amounts contributed for such Plan Year by the Employer with respect to the Member=s 401(k) deferrals that are returned pursuant
to this Paragraph (and any earnings and losses allocable thereto). Notwithstanding anything in this Section 3.11 to the contrary,
and in accordance with IRS Regulation Section 1.401(k)-2(b)(2)(iv), the income allocable to the excess contributions to be refunded
shall be equal to the allocable gain or loss for the Plan Year in question and, as applicable, for the “gap period”
following the close of the Plan Year and ending on the date that is seven (7) days preceding the distribution date. The Plan shall
determine the allocable income in accordance with IRS Regulation Section 1.401(k)-2(b)(2)(iv)(C) or (D) or, in accordance with
IRS Regulation Section 1.401(k)-2(b)(2)(iv)(B), any reasonable method for computing the income allocable to the excess contributions.


 


The distribution of such excess contributions shall be made
to Highly Compensated Employees to the extent practicable before the 15th day of the third month immediately following the Plan
Year for which such excess contributions were made, but in no event later than the end of the Plan Year following such Plan Year
or, in the case of the termination of the Plan in accordance with Article XI, no later than the end of the twelve-month period
immediately following the date of such termination.


 




    	19



    	 



    

 


The distribution of excess contributions will include the income
allocable thereto. The income allocable to the excess contributions includes, in accordance with Treas. Reg. Section 1.401(k)-2(b)(2)(iv),
income for the Plan Year for which the excess contributions were made and for the period between the end of the Plan Year and the
date that is seven (7) days prior to the date of distribution.


 


For purposes of this 401(k) Feature, Aexcess contributions”
means, with respect to any Plan Year, the excess of the aggregate amount of 401(k) deferrals (and any other amounts contributed
by the Employer that are taken into account in determining the actual deferral percentage of Highly Compensated Employees for such
Plan Year) (collectively, A401(k) amounts”) made to the Accounts of Highly Compensated Employees for such Plan Year, over
the maximum amount of such deferrals that could be made by such Members without violating the requirements described above. The
excess contributions to be distributed shall be determined by reducing 401(k) amounts made by or on behalf of Highly Compensated
Employees beginning with the Highly Compensated Employee with the largest 401(k) amounts for the Plan Year until such amount is
reduced to be equal to the Highly Compensated Employee with the next largest 401(k) amount. The procedure described in the preceding
sentence shall be repeated until all excess contributions have been eliminated and, as applicable, refunded.


 


Where an Employer has elected, in the Adoption Agreement, to
allow Member contributions, a Member may treat excess contributions allocated to him as an amount distributed to the Member and
then contributed by the Member to the Plan. Recharacterized amounts will remain nonforfeitable. Amounts may not be recharacterized
by a Highly Compensated Employee to the extent that such amount in combination with other Employee contributions made by that Employee
would exceed any stated limit under the Plan on Employee contributions.


 


Recharacterization must occur no later than 22 months after
the last day of the Plan Year in which such excess contributions arose and is deemed to occur no earlier than the date the last
Highly Compensated Employee is informed in writing of the amount recharacterized and the consequences thereof. Recharacterized
amounts will be taxable to the Member for the Member=s taxable year in which the Member would have received them in cash.


 


		Section 3.12	Determining the Actual Contribution Percentages



 


Notwithstanding any other provision of this Section 3.12, effective
for Plan Years beginning after December 31, 1996, the actual contribution percentage for the Plan Year for Highly Compensated Employees
shall, in accordance with the Code and IRS Regulations, satisfy either (i) or (ii) as follows:


 


		(i)	Prior Year Testing



 


The actual contribution percentage for a Plan Year
for Members who are Highly Compensated Employees for the Plan Year shall not exceed the prior Plan Year=s actual contribution percentage
for Members who were Non-Highly Compensated Employees for the prior Plan Year multiplied by 1.25, or


 


The actual contribution percentage for Members who
are Highly Compensated Employees for the Plan Year shall not exceed the prior year=s actual contribution percentage for Members
who were Non-Highly Compensated Employees for the prior Plan Year multiplied by two (2), provided that the actual contribution
percentage for Members who are Highly Compensated Employees does not exceed the actual contribution percentage for Members who
were Non-Highly Compensated Employees in the prior Plan Year by more than two (2) percentage points.


 


			For the first Plan Year this Plan permits any Member to make after-tax contributions pursuant to Section 3.1, provides for
Employer matching contributions (pursuant to Section 3.5), or both, and this is not a successor plan, for purposes of the foregoing
tests, the prior Plan Year=s Non-Highly Compensated Employees= actual contribution percentage shall be three percent (3%) unless
the Employer has elected in the Adoption Agreement to use the current Plan Year=s actual contribution percentage for these Members.



 


		(ii)	Current Year Testing



 


If elected by the Employer in the Adoption Agreement,
the actual contribution percentage tests in (a) and (b), above, will be applied by comparing the current Plan Year=s actual contribution
percentage for Members who are Highly Compensated Employees for such Plan Year with the current Plan Year=s actual contribution
percentage for Members who are Non-Highly Compensated Employees for such year. Any change to use the prior year testing method
shall be determined in accordance with Treas. Reg. Section 1.401(m)-2(c).


 




    	20



    	 



    

 


For purposes of this Article III, the Aactual contribution percentage
for a Plan Year means for a specified group of Employees, the average of the ratios (calculated separately for each Employee in
such group) of (A) the sum of (i) Member after-tax contributions credited to his Account for the Plan Year, (ii) Employer matching
contributions and/or supplemental contributions under Formula 1 credited to his Account as described in this Article for the Plan
Year, and (iii) in accordance with and to the extent permitted by the IRS Regulations, 401(k) deferrals (and, as provided in Section
3.10, any Employer qualified nonelective contributions) credited to his Account, to (B) the amount of the Member=s Compensation.
For this purpose, Compensation shall mean total taxable Compensation as reported on Form W-2, including elective deferrals, in
accordance with Section 11.1(B)(i)(6). Alternatively ,where specifically elected by the Employer, Compensation shall be recognized
for only that part of the Plan Year during which the Member was eligible to participate in the Plan. An Employee=s actual contribution
percentage shall be zero if no such contributions are made by him or on his behalf for such Plan Year. Notwithstanding anything
in this Section 3.12 to the contrary, and in accordance with IRS Regulation Section 1.401(m)-2(a)(5), no Employer matching contributions
shall be taken into account in determining the actual contribution percentage for a Plan Year for a Non-highly Compensated Employee
under the Plan to the extent such contributions exceed for such Non-highly Compensated Employee the greatest of (i) 5% of the Non-highly
Compensated Employee’s Compensation (as defined in Code Section 414(s), (ii) the Non-highly Compensated Employee’s
401(k) deferrals for the Plan Year, and (iii) the product of (A) two (2) times the “Plan’s representative matching
rate” (within the meaning of IRS Regulation Section 1.401(m)-2(a)(5)(ii) and (B) the Non-highly Compensated Employee’s
401(k) deferrals. The foregoing limitation on Employer matching contributions shall also apply to matching contributions with respect
to a Non-highly Compensated Employee’s after-tax contributions or the total of a Non-highly Compensated Employee’s
401(k) deferrals and after-tax contributions.


 


The amount of excess aggregate contributions for a Highly Compensated
Employee will be determined, in accordance with Treas. Reg. Section 1.401(m)-2(b)(2)(ii), in the following manner: The actual contribution
percentage of the Highly Compensated Employee with the highest actual contribution percentage is reduced to equal the actual contribution
percentage of the Highly Compensated Employee with the next highest actual contribution percentage. This process is repeated until
the actual contribution percentage test would be satisfied. In determining the necessary reduction in a Highly Compensated Employee’s
actual contribution percentage as provided above, if a lesser reduction would enable the Plan to satisfy the actually contribution
percentage test, then only such lesser reduction is used to determine the highest permitted actual contribution percentage for
a Highly Compensated Employee.


 


The TPA shall determine as of the end of the Plan Year whether
one of the actual contribution percentage tests specified above is satisfied for such Plan Year. This determination shall be made
after first determining the treatment of excess deferrals within the meaning of Code Section 402(g) under Section 3.2 above and
then determining the treatment of excess contributions under Section 3.11 above. In the event that neither of the actual contribution
percentage tests is satisfied, the TPA shall (i) refund the excess aggregate contributions to the extent attributable to Member
after-tax contributions and vested matching contributions for which the underlying Member after-tax contributions or 401(k) deferrals
are not subject to correction under the actual deferral percentage or actual contribution percentage tests for such year (and any
income related thereto) and (ii) forfeit the excess aggregate contributions to the extent attributable to non-vested Employer matching
contributions and vested Employer matching contributions for which the underlying Member after-tax contributions or 401(k) deferrals
are subject to correction under the actual deferral percentage or actual contribution percentage tests for such year (and any income
related thereto), in the manner described below. Notwithstanding anything in this Section 3.12 to the contrary, and in accordance
with IRS Regulation Section 1.401(m)-2(b)(2)(iv), the income allocable to the excess aggregate contributions shall be equal to
the allocable gain or loss for the Plan Year in question and, as applicable, for the “gap period” following the close
of the Plan Year and ending on the date that is seven (7) days preceding the distribution date. The Plan shall determine the allocable
income in accordance with IRS Regulation Section 1.401(m)-2(b)(2)(iv)(C) or (D) or, in accordance with IRS Regulation Section 1.401(m)-2(b)(2)(iv)(B),
any reasonable method for computing the income allocable to the excess aggregate contributions.


 




    	21



    	 



    

 


For purposes of this Article III, Aexcess aggregate contributions”
means, with respect to any Plan Year and with respect to any Member, the excess of the aggregate amount of contributions (and any
earnings and losses allocable thereto) made as (i) Member after-tax contributions credited to his Account for the Plan Year, (ii)
Employer matching contributions and/or supplemental contributions under Formula 1 credited to his Account as described in this
Article for the Plan Year, and (iii) in accordance with and to the extent permitted by the IRS Regulations, 401(k) deferrals (and,
as provided in Section 3.10, any Employer qualified nonelective contributions) credited to his Account (if the Plan Administrator
elects to take into account such deferrals and contributions when calculating the actual contribution percentage) of Highly Compensated
Employees for such Plan Year, over the maximum amount of such contributions that could be made as Employer contributions, Member
contributions and 401(k) deferrals of such Members without violating the requirements of any Subparagraph of this Section 3.12.


 


To the extent excess aggregate contributions must be refunded
or forfeited for a Plan Year, such excess amounts will be refunded (or, as applicable, forfeited) first to the Highly Compensated
Employees with the largest Contribution Percentage Amounts (as defined below) taken into account in calculating the actual contribution
percentage test for the year the excess arose and continuing in descending order until all the excess aggregate contributions are
refunded (or, as applicable, forfeited). For purposes for the preceding sentence, the Alargest amount” is determined after
distribution of any excess aggregate contributions. For purposes of this paragraph, AContribution Percentage Amounts” means
the sum of Member after-tax contributions, Employer matching contributions, Employer supplemental contributions under Formula (1),
and qualified matching contributions ( to the extent not taken into account for purposes of the actual deferral percentage test)
made under the Plan on behalf of the Member for the Plan Year. However, such Contribution Percentage Amounts shall not include
Employer matching contributions that are forfeited either to correct excess aggregate contributions or because the contributions
to which they relate are excess deferrals, excess contributions or excess aggregate contributions.


 


The refund or forfeiture of such excess aggregate contributions
shall be made with respect to such Highly Compensated Employees to the extent practicable before the 15th day of the third month
immediately following the Plan Year for which such excess aggregate contributions were made, but in no event later than the end
of the Plan Year following such Plan Year or, in the case of the termination of the Plan in accordance with Article XI, no later
than the end of the twelve-month period immediately following the date of such termination.


 


The distribution of excess aggregate contributions will include
the income allocable thereto. The income allocable to the excess aggregate contributions includes, in accordance with Treas. Reg.
Section 1.401(m)-2(b)(2)(iv), income for the Plan Year for which the excess aggregate contributions were made and for the period
between the end of the Plan Year and the date that is seven (7) days prior to the date of distribution.


 


For purposes of this Section 3.12, the contribution percentage
(which shall mean the ratio of the Member=s Contribution Percentage Amounts to the Member=s Compensation for the Plan Year) for
any Member who is a Highly Compensated Employee and who is eligible to have Contribution Percentage Amounts allocated to his account
under two or more plans described in Code Section 401(a), or arrangements described in Code Section 401(k) that are maintained
by the Employer, shall be determined as if the total of such Contribution Percentage Amounts was made under each plan. If a Highly
Compensated Employee participates in two or more cash or deferred arrangements that have different plan years, all cash or deferred
arrangements ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing,
certain plans shall be treated as separate if mandatorily disaggregated under regulations under Code Section 401(m).


 


In the event that this Plan satisfies the requirements of Code
Sections 401(m), 401(a)(4) or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the
requirements of such Sections of the Code only if aggregated with this Plan, then this Section 3.12 shall be applied by determining
the actual contribution percentage of Employees as if all such plans were a single plan. Plans may be aggregated in order to satisfy
Code Section 401(m) only if they have the same Plan Year and use the same actual contribution percentage testing method.


 


For purposes of the actual contribution percentage test, Employee
contributions are considered to have been made in the Plan Year in which contributed to the trust. Matching contributions and qualified
nonelective contributions will be considered made for a Plan Year if made no later than the end of the 12-month period beginning
on the day after the close of the Plan Year.


 




    	22



    	 



    

 


The Employer shall maintain records sufficient to demonstrate
satisfaction of the actual contribution percentage test and the amount of qualified nonelective contributions used in such test.


 


A Member is a Highly Compensated Employee for a particular Plan
Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Member is a Non-highly
Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for
that Plan Year.


 


		Section 3.13	Remittance of Contributions



 


The contributions of both the Employer and the Plan Members
shall be recorded by the Employer and remitted to the TPA for transmittal to the Trustee or custodian or directly to the Trustee
or custodian so that (i) in the case of Employer contributions the Trustee or custodian shall be in receipt thereof by the 15th
day of the month next following the 1month in respect of which such contributions are payable and (ii) in the case of Member after-tax
contributions and 401(k) deferrals, the Trustee or custodian shall be in receipt thereof by the 15th business day of
the month following the month in which the Member contributions are received by the Employer or the 15th business day
of the month following the month in which such amount would otherwise have been payable to the Member in cash. Such amounts shall
be used to provide additional Units pursuant to Article V.


 


		Section 3.14	Safe Harbor CODA



 


If the Employer has elected the safe harbor CODA option in the
Adoption Agreement, the provisions of this Section 3.14 shall apply for the Plan Year and any provisions relating to the actual
deferral percentage test described in '401(k)(3) of the Code or the actual contribution percentage test described in '401(m)(2)
of the Code do not apply. To the extent that any other provision of the Plan is inconsistent with the provisions of this Section
3.14 and in accordance with Code Section 401(k)(12) and Treasury Regulations thereunder, the provisions of this Section 3.14 govern.
Notwithstanding anything in the Plan to the contrary, if the Employer has elected the safe harbor CODA option, then such option
shall comply and be administered in accordance with the applicable provisions of the safe harbor requirements under IRS Regulation
Sections 1.401(k)-3 and 1.401(m)-3


.


		(A)	Actual Deferral Percentage Test Safe Harbor



 


		(1)	Unless the Employer elects in the Adoption Agreement
to make Enhanced Matching Contributions (as provided in the Adoption Agreement) or safe harbor nonelective contributions, the
Employer will contribute monthly or on another periodic basis for the Plan Year a safe harbor matching contribution to the Plan
on behalf of each eligible Employee equal to (i) 100 percent of the amount of the Employee=s 401(k) deferrals that do not exceed
three percent (3%) of the Employee=s Salary for the Plan Year, plus (ii) 50 percent of the amount of the Employee=s 401(k) deferrals
that exceed three percent (3%) of the Employee=s Salary but that do not exceed 5 percent of the Employee=s Salary (ABasic Matching
Contributions”).



 


		(2)	The Member=s benefit derived from ADP Test Safe Harbor
Contributions is nonforfeitable and may not be distributed earlier than severance from Employment, death, Disability, an event
described in '401(k)(10) of the Code, or the attainment of age 592. In addition, such contributions must satisfy the ADP Test
Safe Harbor without regard to permitted disparity under '401(l) of the Code.



 


		(3)	At least 30 days, but not more than 90 days, before the
beginning of the Plan Year, the Employer will provide each Eligible Employee a comprehensive notice of the Employee=s rights and
obligations under the Plan, written in a manner calculated to be understood by the average Eligible Employee. If an Employee becomes
eligible after the 90th day before the beginning of the Plan Year and does not receive the notice for that reason,
the notice must be provided no more than 90 days before the Employee becomes eligible but not later than the date the Employee
becomes eligible.



 




    	23



    	 



    

 


		(4)	In addition to any other election periods provided under
the Plan, each Eligible Employee may make or modify a deferral election during the 30-day period immediately following receipt
of the notice described above.



 


		Section 3.15	Catch-Up Contributions



 


The Employer may elect, in its Adoption Agreement, to provide
catch-up contributions whereby all Members who are eligible to make elective deferrals under this Plan and who have attained age
50 before the close of the Plan Year will be eligible to make catch-up contributions in accordance with, and subject to the limitations
of, Code Section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable,
by reason of the making of such catch-up contributions.


 


The Employer may elect in the Adoption Agreement not to make
an allocation of employer matching contributions on such catch-up contributions. However, in the absence of such an election, employer
matching contributions shall be made with respect to catch-up contributions.


 


For purposes of this Section 3.15, matching contributions shall
be those employer contributions which are allocated to a Member’s Account pursuant to Section 3.5 and/or Section 3.7 (Formula
1).


 




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ARTICLE IV


INVESTMENT OF CONTRIBUTIONS


 


		Section 4.1	Investment by Trustee or Custodian



 


All contributions to the Plan shall, upon receipt by the
TPA, be delivered to the Trustee or custodian to be held in the Trust Fund and invested and distributed by the Trustee or custodian
in accordance with the provisions of the Plan and Trust Agreement.


 


The Trust Fund shall consist of one or more of the Investment
Funds or other applicable investment vehicles designated by the Employer under the terms of the Plan.


 


With the exception of an investment fund whose assets consist
of all or substantially all of Employer Stock (“Employer Stock Fund”) or, if applicable, the Certificate of Deposit
Fund, the Trustee may in its discretion invest any amounts held by it in any Investment Fund in any commingled or group trust fund
described in Code Section 401(a) and exempt under Code Section 501(a) or in any common trust fund exempt under Code Section 584,
provided that such trust fund satisfies any requirements of the Plan applicable to such Investment Funds. To the extent that the
Investment Funds are at any time invested in any commingled, group or common trust fund, the declaration of trust or other instrument
pertaining to such fund and any amendments thereto are hereby adopted as part of the Plan.


 


The Employer will designate which of the Investment Funds
or other applicable investment vehicles will be made available to Members and the terms and conditions under which such Funds will
operate with respect to Employee direction of allocations to and among such designated Funds and the types of contributions and/or
deferrals eligible for investment therein.


 


To the extent made available under the Plan, the Employer
may elect to allow Members to direct the investment of their Accounts, pursuant to, and in accordance with, such rules and procedures
as may be prescribed by the Employer or the Plan Sponsor, to a self-directed brokerage account. Where an Employer elects to provide
a self-directed brokerage account under the Plan, the Trustee may invest amounts held by it in a self-directed brokerage account
maintained by Charles Schwab & Co., Inc. (or any other entity which provides a self-directed brokerage account) on behalf of
Plan Members who elect to utilize such investment vehicle.


 


Notwithstanding any provision of the Plan to the contrary,
the Employer may elect to provide a non-employer sponsored Certificate of Deposit Fund as an investment vehicle.


 


		Section 4.2	Member Directed Investments



 


To the extent permitted by the Employer as set forth in
the Adoption Agreement, each Member shall direct in writing that his contributions and deferrals, if any, and the contributions
made by the Employer on his behalf shall be invested (a) entirely in any one of the investment vehicles made available by the Employer,
or (b) among the available investment vehicles in any combination of multiples of 1% or a specified dollar amount. If a Member
has made any Rollover contributions in accordance with Article III, Section 3.3, such Member may elect to apply separate investment
directions to such rollover amounts. Any such investment direction shall be followed by the TPA until changed. Subject to the provisions
of the following paragraphs of this Section 4.2, as designated in the Adoption Agreement, a Member may change his investment direction
as to future contributions and also as to the value of his accumulated Units in each of the available investments by filing written
notice with the TPA. Such directed change(s) will become effective upon the Valuation Date coinciding with or next following the
date which his notice was received by the TPA or as soon as administratively practicable thereafter. If the Adoption Agreement
provides for Member directed investments, and if a Member does not make a written designation of an Investment Fund or Funds, or
other investment vehicle, the Employer or its designee shall direct the Trustee to invest all amounts held or received on account
of the Member in the Investment Fund which in the opinion of the Employer best protects principal.


 


Except as otherwise provided below, a Member may not direct
a transfer from the Stable Value Fund to the Government Money Market Fund or the Certificate of Deposit Fund. A Member may direct
a transfer from any other investment vehicle to the Government Money Market Fund or the Certificate of Deposit Fund provided that
amounts previously transferred from the Stable Value Fund to such investment vehicle remain in such vehicle for a period of three
months prior to being transferred to the Government Money Market Fund or the Certificate of Deposit Fund.


 




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		Section 4.3	Employer Securities



 


If the Employer so elects, the Employer and/or Members may direct
that contributions will be invested in Employer Stock (within the meaning of Section 407(d)(5) of ERISA) through the Employer Stock
Fund. However, investment of elective deferrals by the Employer or Trustee in Employer Stock must be limited to no more than 10%
of the fair market value of Plan assets, except to the extent that such investments have been made at the direction of Members.


 


Notwithstanding any provision of the Plan to the contrary, the
Employer may elect to value the Employer Stock Fund utilizing a share accounting methodology.


 


		Section 4.4	Life Insurance



 


		(A)	If the Employer so elects and in accordance with applicable law (including Code Section 401(a) and the regulations and rulings
thereunder), the Employer and/or Members may direct that contributions be used to pay premiums on life insurance contracts for
the Member, the life of any person in whom the Member has an insurable interest or on the joint lives of a Member and any person
in whom the Member has an insurable interest. The Employer shall establish a policy for obtaining Life Insurance under the Plan.



 


		(B)	Incidental Insurance Provisions



 


		(1)	For purposes of these incidental insurance provisions, ordinary life insurance contracts are contracts with both nondecreasing
death benefits and nonincreasing premiums. If such contracts are purchased, less than one-half (1⁄2) of the aggregate employer
contributions allocated to any Member will be used to pay the premiums attributable to them.



 


		(2)	No more than one-fourth (1/4) of the aggregate employer contributions allocated to any Member will be used to pay the premiums
on term life insurance contracts, universal life insurance contracts, and all other life insurance contracts which are not ordinary
life.



 


		(3)	The sum of one-half (1/2) of the ordinary life insurance premiums and all other life insurance premiums will not exceed one-fourth
(1/4) of the aggregate employer contributions allocated to any Member.



 




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ARTICLE V


MEMBERS= ACCOUNTS, UNITS AND VALUATION


 


The TPA shall establish and maintain an Account for each
Member showing his interests in the available Investment Funds or other applicable investments, as designated by the Employer in
the Adoption Agreement. The interest in each Investment Fund shall be represented by Units.


 


As of each Valuation Date, the value of a Unit in each Investment
Fund shall be determined by dividing (a) the sum of the net assets at market value determined by the Trustee by (b) the total number
of outstanding Units.


 


The number of additional Units to be credited to a Member=s
interest in each available Investment Fund, as of any Valuation Date, shall be determined by dividing (a) that portion of the aggregate
contributions and/or deferrals by and on behalf of the Member which was directed to be invested in such Investment Fund and received
by the Trustee by (b) the Unit value of such Investment Fund.


 


The value of a Member=s Account may be determined as of
any Valuation Date by multiplying the number of Units to his credit in each available Investment Fund by that Investment Fund's
Unit value on such date and aggregating the results. If, and to the extent, a Member=s Account is invested pursuant to a self-directed
brokerage account, the investments held in that account shall be valued by the brokerage firm maintaining such account in accordance
with such procedures as may be determined by such brokerage firm.


 


A Member is treated as benefiting under the Plan for any
Plan Year during which the Member received or is deemed to receive an allocation in accordance with Code Section 1.410 (b)-3(a).


 




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ARTICLE VI


VESTING OF ACCOUNTS


 


		Section 6.1	Vesting of Member Contributions, 401(k) Deferrals,
Qualified Nonelective Contributions, and Rollover Contributions



 


All Units credited to a Member=s Account based on after-tax
contributions and/or 401(k) deferrals made by the Member and any earnings related thereto (including any rollover contributions
allocated to a Member's Account under the Plan and any earnings thereon) and, as provided in Section 3.10, Employer qualified nonelective
contributions made on behalf of such Member (and any earnings thereon) shall be immediately and fully vested at all times.


 


		Section 6.2	Vesting of Employer Contributions



 


Except as provided in Section 6.1, the Employer may, at
its option, elect one of the available vesting schedules described herein for each of the employer contribution types applicable
under the Plan as designated in the Adoption Agreement.


 


		Schedule 1:	All applicable Employer contributions (and related earnings)
shall be immediately and fully vested. If the eligibility requirement(s) selected by the Employer under the Plan require(s) that
an Employee complete a service period which is longer than 12 consecutive months, this vesting Schedule 1 shall be automatically
applicable.



 


		Schedule 2:	All applicable Employer contributions (and related earnings)
shall vest in accordance with the schedule set forth below:



 


	Completed Years of Employment	 	Vested Percentage	 
	Less than 2	 	 	0	%
	2 but less than 3	 	 	20	%
	3 but less than 4	 	 	40	%
	4 but less than 5	 	 	60	%
	5 but less than 6	 	 	80	%
	6 or more	 	 	100	%



 


		Schedule 3:	All applicable Employer contributions (and related earnings)
shall vest in accordance with the schedule set forth below:



 


	Completed Years of Employment	 	Vested Percentage	 
	Less than 5	 	 	0	%
	5 or more	 	 	100	%



 


		Schedule 4:	All applicable Employer contributions (and related earnings)
shall vest in accordance with the schedule set forth below:



 


	Completed Years of Employment	 	Vested Percentage	 
	Less than 3	 	 	0	%
	3 or more	 	 	100	%



 


		Schedule 5:	All applicable Employer contributions (and related earnings)
shall vest in accordance with the schedule set forth below:



 


	Completed Years of Employment	 	Vested Percentage	 
	Less than 1	 	 	0	%
	1 but less than 2	 	 	25	%
	2 but less than 3	 	 	50	%
	3 but less than 4	 	 	75	%
	4 or more	 	 	100	%



 




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		Schedule 6:	All applicable Employer contributions (and related earnings)
shall vest in accordance with the schedule set forth below:



 


	Completed Years of Employment	 	Vested Percentage	 
	Less than 3	 	 	0	%
	3 but less than 4	 	 	20	%
	4 but less than 5	 	 	40	%
	5 but less than 6	 	 	60	%
	6 but less than 7	 	 	80	%
	7 or more	 	 	100	%



 


		Schedule 7:	All applicable Employer contributions (and related earnings)
shall vest in accordance with the schedule set forth in the Adoption Agreement prescribed by the Employer in accordance with applicable
law.



 


Notwithstanding the vesting schedules above, a Member=s
interest in his Account shall become 100% vested in the event that (i) the Member dies while in service with the Employer and the
TPA has received notification of death, (ii) the Member has been approved for Disability, pursuant to the provisions of Article
VII, and the TPA has received notification of Disability, or (iii) the Member has attained Normal Retirement Age while in
service with the Employer.


 


Except as otherwise provided hereunder, in the event that
the Employer adopts the Plan as a successor plan to another defined contribution plan qualified under Code Sections 401(a) and
501(a), or in the event that the Employer changes or amends a vesting schedule adopted under this Article (or if the Plan is deemed
amended by an automatic change to or from a top-heavy vesting schedule), any Member who was covered under such predecessor plan
or, the pre-amendment vesting schedule under the Plan, and has completed at least three (3) Years of Employment (or, as applicable,
three (3)years of service) may elect to have the nonforfeitable percentage of the portion of his Account which is subject to such
vesting schedule computed under such predecessor plan's vesting provisions, or computed without regard to such change or amendment
under the Plan (a "Vesting Election"). Any Vesting Election shall be made by notifying the TPA in writing within the
election period hereinafter described. The election period shall begin on the date such amendment is adopted or the date such change
is effective, or the date the Plan, which serves as a successor plan, is adopted or effective, as the case may be, and shall end
no earlier than the latest of the following dates: (i) the date which is 60 days after the day such amendment is adopted; (ii)
the date which is 60 days after the day such amendment or change becomes effective; (iii) the date which is 60 days after the day
the Member is given written notice of such amendment or change by the TPA; (iv) the date which is 60 days after the day the Plan
is adopted by the Employer or becomes effective; or (v) the date which is 60 days after the day the Member is given written notice
that the Plan has been designated as a successor plan. Any such election, once made, shall be irrevocable.


 


To the extent permitted under the Code and Regulations,
the Employer may, at its option, elect to treat all Members who are eligible to make a Vesting Election as having made such Vesting
Election if the vesting schedule resulting from such an election is more favorable than the Vesting Schedule that would apply pursuant
to the Plan amendment. Furthermore, subject to the requirements of the applicable Regulations, the Employer may elect to treat
all Members, who were employed by the Employer on or before the effective date of the change or amendment, as subject to the prior
vesting schedule, provided such prior schedule is more favorable.


 


In the event that an Employer elects, in its Adoption Agreement,
to use the hour of service method for determining vesting service, Years of Service shall be substituted for Years of Employment
for all purposes under this Article VI.


 


No amendment to the Plan shall be effective to the extent that
it has the effect of decreasing a Member=s accrued benefit. Notwithstanding the preceding sentence, a Member=s Account balance
may be reduced to the extent permitted under Code Section 412(c)(8). For purposes of this paragraph, a plan amendment which has
the effect of decreasing a Member=s Account balance, with respect to benefits attributable to service before the amendment shall
be treated as reducing an accrued benefit. Furthermore, if the vesting schedule of a plan is amended, in the case of an Employee
who is a Member as of the later of the date such amendment is adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee=s employer-derived accrued benefit will not be less than the percentage computed
under the Plan without regard to such amendment.


 




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No amendment to the Plan shall be effective to eliminate
or restrict an optional form of benefit. The preceding sentence shall not apply to a plan amendment that eliminates or restricts
the ability of a Member to receive payment of his Account balance under a particular optional form of benefit if the Member has
not already begun to receive benefits in such optional form and the Plan satisfies the following condition:


 


The Plan provides a single-sum distribution
form that is otherwise identical to the optional form of benefit eliminated or restricted. For purposes of this condition (1),
a single-sum distribution form is otherwise identical only if it is identical in all respects to the eliminated or restricted optional
form of benefit (or would be identical except that it provides greater rights to the Member) except with respect to the timing
of payments after commencement.


 


		Section 6.3	Forfeitures



 


If a Member who was partially vested in his Account on the date
of his termination of Employment returns to Employment, his Years of Employment (or, as applicable, years of service) prior to
the Break(s) in Service shall be included in determining future vesting and, if he returns before incurring five (5) consecutive
one year Breaks in Service, any amounts forfeited from his Account shall be restored to his Account provided, however, that if
such a Member has received a distribution pursuant to Article VII, his nonvested Account shall not be restored unless he repays
to the Plan the full amount distributed to him before the earlier of (i) five (5)years after the first date on which the Member
is subsequently reemployed by the Employer, or (ii) the close of the first period of five (5)consecutive one-year Breaks in Service
commencing after the withdrawal. The amount restored to the Member=s Account will be valued on the Valuation Date coinciding with
or next following the later of (i) the date the Employee is rehired, or (ii) the date a new enrollment application is received
by the TPA. If a Member terminates Employment without any vested interest in his Account, he shall (i) immediately be deemed to
have received a total distribution of his Account and (ii) thereupon forfeit his entire Account; provided that if such Member returns
to Employment before the number of consecutive one-year Breaks in Service equals or exceeds the greater of (i) 5, or (ii) the aggregate
number of the Member=s Years Employment (or, as applicable, Years of Service) prior to such Break in Service, his Account shall
be restored in the same manner as if such Member had been partially vested at the time of his termination of Employment and had
his nonvested Account restored upon a return to Employment, and his Years of Employment (or, as applicable, Years of Service) prior
to incurring the first Break in Service shall be included in any subsequent determination of his vesting service.


 


Forfeited amounts, as described in the preceding paragraph,
shall be made available to the Employer, through a transfer from the Member's Account to the Employer Credit Account, upon: (1)
if the Member had a vested interest in his Account at his termination of Employment, the earlier of (i) the date as of which the
Member receives a distribution of his entire vested interest in his Account or (ii) the date upon which the Member incurs five
(5)consecutive one-year Breaks in Service, or (2) the date of the Member's termination of Employment, if the Member then has no
vested interest in his Account. Once so transferred, such amounts shall be used at the option of the Employer to (i) offset any
contributions to be made by the Employer for that Contribution Determination Period or (ii) be allocated to all eligible Members
deemed to be employed as of the last day of the Contribution Determination Period. The Employer Credit Account, referenced in this
Subparagraph, shall be maintained to receive, in addition to the forfeitures described above, (i) contributions in excess of the
limitations contained in Code Section 415, (ii) Employer contributions made in advance of the date allocable to Members, if any,
and (iii) amounts, if any, forfeited pursuant to Sections 3.11 and 3.12.


 


No forfeitures will occur solely as a result of an Employee=s
withdrawal of Employee contributions under Article VII of the Plan.


 




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ARTICLE VII


WITHDRAWALS AND DISTRIBUTIONS


 


		Section 7.1	General Provisions



 


		(A)	The Employer will define in the Adoption Agreement the terms and conditions under which withdrawals and distributions will
be permitted under the Plan. All payments in respect of a Member=s Account shall be made in cash from the Trust Fund and in accordance
with the provisions of this Article or Article XI except that if the Adoption Agreement so provides, a Member may elect to have
his Account, to the extent then invested in the Employer Stock Fund, distributed in the form of Employer Stock in accordance with
the provisions of this Article or Article XI. The amount of payment will be determined in accordance with the vested value of the
Member=s Account on the Valuation Date coinciding with or next following the date proper notice is filed with the TPA, unless following
such Valuation Date a decrease in the value of the Member=s investment in any of the available Investment Funds or other Account
investments occurs prior to the date the Member=s Account is paid in which case that part of the payment which is based on such
investments shall equal the value of such investments determined as of the date of payment which date shall occur as soon as administratively
practicable on or following the Valuation Date such proper notice is filed with the TPA. If units are redeemed to make a payment
of benefits, the redemption date Unit value with respect to a Member=s investment in any of the available Investment Funds shall
equal the value of a Unit in such Investment Fund, as determined in accordance with the valuation method applicable to Unit investments
in such Investment Fund on the date the Member=s investment is redeemed.



 


		(B)	Except where otherwise specified, payments provided under this Article will be made in a lump sum as soon as practicable after
such Valuation Date or date of redemption, as may be applicable, subject to any applicable restriction on redemption imposed on
amounts invested in any of the available Investment Funds.



 


		(C)	Any partial withdrawal shall be deemed to come (to the
extent available for withdrawal):



 


		(1)	First from the Member's after-tax contributions made
prior to January 1, 1987.



 


		(2)	Next from the Member's after-tax contributions made after December 31, 1986 plus earnings on all of the Member's after-tax
contributions.



 


		(3)	Next from the Member's rollover contributions plus earnings
thereon



 


		(4)	Next from the Employer matching contributions plus earnings
thereon.



 


		(5)	Next from the Employer supplemental contributions plus earnings thereon.



 


		(6)	Next from the Employer basic contributions plus earnings thereon.



 


		(7)	Next from the Employer safe harbor CODA contributions plus earnings thereon.



 


		(8)	Next from the Member's 401(k) deferrals plus earnings thereon.



 


		(9)	Next from the Member's Roth 401(k) deferrals plus earnings thereon.



 


		(10)	Next from the Employer qualified nonelective contributions
plus earnings thereon.



 


		(11)	Next from the Employer profit sharing contributions plus
earnings thereon.



 


		(D)	Commencement of Benefits



 


Unless the Member elects otherwise, distribution of
benefits will begin no later than the 60th day after the latest of the close of the Plan Year in which:


 




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		(1)	the Member attains age 65 (or normal retirement age, if earlier);



 


		(2)	occurs the 10th anniversary of the year in which the Member commenced participation in the Plan; or



 


		(3)	the Member terminates service with the employer.



 


Notwithstanding the foregoing, the failure of a Member
and, if applicable, such Member’s spouse to consent to a distribution while a benefit is immediately distributable, within
the meaning of Section 7.3 of the Plan, shall be deemed to be an election to defer commencement of payment of any benefit sufficient
to satisfy this Section 7.1(D).


 


		Section 7.2	Withdrawals While Employed



 


The Employer may, at its option, permit Members to make withdrawals
from one or more of the portions of their Accounts while employed by the Employer, as designated in the Adoption Agreement, under
the terms and provisions described herein.


 


		(A)	Voluntary Withdrawals



 


To the extent permitted by the Employer as specified
in the Adoption Agreement, a Member may voluntarily withdraw some or all of his Account (other than his 401(k) deferrals, Roth
401(k) deferrals, and Employer qualified nonelective contributions treated as 401(k) deferrals except as hereinafter permitted)
while in Employment by filing a notice of withdrawal with the TPA; provided, however, that in the event his Employer has elected
to provide annuity options under Section 7.3 and the Member elects an annuity form of payment, no withdrawals may be made from
a married Member's Account without the written consent of such Member's Spouse (which consent shall be subject to the procedures
set forth in Section 7.3). Only one in-service withdrawal may be made in any Plan Year from each of the rollover amount of the
Member's Account and the remainder of the Member's Account. This restriction shall not, however, apply to a withdrawal under this
Section 7.2 in conjunction with a hardship withdrawal.


 


Notwithstanding the foregoing paragraph, a Member may not withdraw
any matching, basic, supplemental, profit sharing or, solely in the case of the events described in clause (iii) or (iv), qualified
nonelective contributions made by the Employer under Article III unless (i) the Member has completed 60 months of participation
in the Plan; (ii) the withdrawal occurs at least 24 months after such contributions were made by the Employer; (iii) the Employer
terminates the Plan without establishing a qualified successor plan; or (iv) the Member dies, is disabled, retires, attains age
591⁄2 or has a severance from Employment. For purposes of the preceding requirements, if the Member's Account includes amounts
which have been transferred from a defined contribution plan established prior to the adoption of the Plan by the Employer, the
period of time during which amounts were held on behalf of such Member and the periods of participation of such Member under such
defined contribution plan shall be taken into account.


 


Effective as of January 1, 1997, if an Employer does not permit
Members to make withdrawals from their Account while employed and a Member has attained age 702 prior to terminating Employment
with his Employer, such Member may withdraw some or all of his Account under the terms and provisions of this Section 7.2.


 


If an Employer, in the Adoption Agreement, permits Members to
withdraw 401(k) deferrals, Roth 401(k) deferrals and qualified non-elective contributions (and the income allocable to each) while
employed by the Employer, such deferrals or contributions are not distributable earlier than upon severance from Employment, death,
Disability, attainment of age 592 or hardship. Such amounts may also be distributed, in accordance with Code Section 401(k)(2)(B)(i)(II)
and the IRS Regulations thereunder, upon termination of the Plan without the establishment of another defined contribution plan
other than an Employee stock ownership plan (as defined in Code Sections 4975(e)(7) or 409) or a simplified Employee pension plan
(defined in Code Section 408(k) or a SIMPLE IRA plan (defined in Code Section 408(p)).


 




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		(B)	Hardship Withdrawals



 


If designated by the Employer in the Adoption Agreement,
a Member may make a withdrawal of his 401(k) deferrals, Roth 401(k) deferrals, Employer qualified nonelective contributions which
are treated as elective deferrals, and any earnings credited thereto prior to January 1, 1989, prior to attaining age 591⁄2,
provided that the withdrawal is solely on account of an immediate and heavy financial need and is necessary to satisfy such financial
need. For the purposes of this Article, the term Aimmediate and heavy financial need” shall be limited, in accordance with
IRS Regulation Section 1.401(k)-1(c)(3), to the need of funds for the following reasons:


 


		(i)	the payment of medical expenses (described in Code Section 213(d)) incurred by the Member, the Member=s Spouse, or any of the
Member=s dependents (as defined in Code Section 152 and, for taxable years beginning on or after January 1, 2005, without regard
to Code Sections 152(b)(1), (b)(2) and (d)(1)(B));



 


		(ii)	the payment of tuition and room and board for the next 12 months of post-secondary education of the Member, the Member=s Spouse,
the Member=s children, or any of the Member=s dependents (as defined in Code Section 152 and, for taxable years beginning on or
after January 1, 2005, without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B));



 


		(iii)	the purchase (excluding mortgage payments) of a principal residence for the Member;



 


		(iv)	the prevention of eviction of the Member from his principal residence or the prevention of foreclosure on the mortgage of the
Member=s principal residence;



 


		(v)	Effective for Plan Years beginning after December 31, 2005, burial or funeral expenses for the Member’s deceased parent,
spouse, children or dependents (as defined in Code Section 152 without regard to Code Section 152(d)(1)(B)); and



 


		(vi)	Effective for Plan Years beginning after December 31, 2005, expenses for the repair of damages to the Member’s principal
residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds
10% of adjusted gross income).



 


For purposes of this Article, a distribution generally may be
treated as "necessary to satisfy a financial need" if the Plan Administrator reasonably relies upon the Member's written
representation that the need cannot be relieved (i) through reimbursement or Compensation by insurance or otherwise, (ii) by reasonable
liquidation of the Member=s available assets, to the extent such liquidation would not itself cause an immediate and heavy financial
need, (iii) by cessation of Member contributions and/or deferrals pursuant to Article III of the Plan, to the extent such contributions
and/or deferrals are permitted by the Employer, or (iv) by other distributions or nontaxable (at the time of the loan) loans from
plans maintained by the Employer or by any other employer, or by borrowing from commercial sources on reasonable commercial terms.
The amount of any withdrawal pursuant to this Article shall not exceed the amount required to meet the demonstrated financial hardship,
including any amounts necessary to pay any federal income taxes and penalties reasonably anticipated to result from the distribution
as certified to the Plan Administrator by the Member.


 


Notwithstanding the foregoing, no amounts may be withdrawn on
account of hardship pursuant to this Article prior to a Member's withdrawal of his other available Plan assets without regard to
any other withdrawal restrictions adopted by the Employer.


 


In the event of a Hardship withdrawal, the Employer may elect
in the Adoption Agreement to suspend all contributions to the Plan on behalf of such Member for a period of time that is at least
six (6)months but does not exceed 12 months.


 




    	33



    	 



    

 


		Section 7.3	Distributions Upon Termination of Employment



 


		(A)	General Rules



 


In accordance with the provisions for distributions
designated by the Employer in the Adoption Agreement, a Member who terminates Employment with the Employer may request a distribution
of his Account at any time thereafter up to attainment of age 701⁄2. Except as otherwise provided by the Employer in the Adoption
Agreement, a Member may withdraw all or a portion of his Account at any time after termination of Employment and any amounts paid
under this Article may not be returned to the Plan.


 


Any distribution made under this Section 7.3 requires
that a Request for Distribution be filed with the TPA. If a Member does not file such a Request, the value of his Account will
be paid to him as soon as practicable after his attainment of age 701⁄2, but in no event shall payment commence later than
April 1 of the calendar year following the later of the calendar year in which the Member attains age 701⁄2 or terminates
Employment unless otherwise provided by law.


 


		(B)	Lump Sum Payments



 


A Member may request a distribution of all or a part
of his Account no more frequently than once per calendar year by filing the proper Request for Distribution with the TPA. In the
event the Employer has elected to provide an annuity option under the Plan, no distributions may be made from a married Member's
Account without the written consent of such married Member's spouse (which consent shall be subject to the procedures set forth
below).


 


		(C)	Installment Payments



 


To the extent designated by the Employer in the Adoption
Agreement and in lieu of any lump sum payment of his total Account, a Member who has terminated his Employment may elect in his
Request for Distribution to be paid in installments (no less frequently than annually), provided that a Member shall not be permitted
to elect an installment period in excess of his remaining Life Expectancy (or the joint Life Expectancy of the Member and his designated
Beneficiary) and if a Member attempts such an election, the TPA shall deem him to have elected the installment period with the
next lowest multiple within the Member's remaining Life Expectancy. For purposes of installment payments under this Section 7.3,
the Member=s Life Expectancy (or the joint Life Expectancy of the Member and his designated Beneficiary) shall not be recalculated.
The amount of each installment will be equal to the value of the total Units in the Member=s Account, multiplied by a fraction,
the numerator of which is one and the denominator of which is the number of remaining installments including the one then being
paid, so that at the end of the installment period so elected, the total Account will be liquidated. The value of the Units will
be determined in accordance with the Unit values on the Valuation Date on or next following the TPA's receipt of his Request for
Distribution and on each anniversary thereafter subject to applicable Regulations under Code Section 401(a)(9). Payment will be
made as soon as practicable after each such Valuation Date, but in no event shall payment commence later than April 1 of the calendar
year following the calendar year in which the Member attains age 701⁄2 subject to the procedure for making such distributions
described below. The election of installments hereunder may not be subsequently changed by the Member, except that upon written
notice to the TPA, the Member may withdraw the balance of the Units in his Account in a lump sum at any time, notwithstanding the
fact that the Member previously received a distribution in the same calendar year.


 


		(D)	Annuity Payments



 


The Employer may, at its option, elect to provide
an annuity option under the Plan. For the purpose of amended and restated plans only, if prior to the amendment and restatement
the normal form of benefit payment upon severance from Employment is an annuity, the Employer must continue to offer such annuity
as the normal form of benefit payment upon termination of Employment or severance from Employment, subject to this Section 7.3.
To the extent so designated by the Employer in the Adoption Agreement and in lieu of any lump sum payment of his total Account,
a Member who has terminated his Employment may elect in his Request for Distribution to have the value of his total Account be
paid as an annuity secured for the Member by the Plan Administrator through a individual annuity contract purchased by the Plan.
In the event the Employer elects to provide the annuity option under the Plan and a Member elects an annuity form of payment, the
following provisions shall apply:


 




    	34



    	 



    

 


		(E)	Unmarried Members



 


Any unmarried Member who has
terminated his Employment may elect, in lieu of any other available payment option, to receive a benefit payable by purchase of
a single premium contract providing for (i) a single life annuity for the life of the Member or (ii) an annuity for the life of
the Member and, if the Member dies leaving a designated Beneficiary, a 50% survivor annuity for the life of such designated Beneficiary.


 


		(F)	Married Members



 


Except as otherwise provided below, (i) any married
Member who has terminated his Employment shall receive a benefit payable by purchase of a single premium contract providing for
a Qualified Joint and Survivor Annuity, as defined below, and (ii) the Surviving Spouse of any married Member who dies prior to
the date payment of his benefit commences shall be entitled to a Preretirement Survivor Annuity, as defined below. Notwithstanding
the foregoing, any such married Member may elect to receive his benefit in any other available form, and may waive the Preretirement
Survivor Annuity, in accordance with the spousal consent requirements described herein.


 


For purposes of this Section 7.3, the term Qualified
Joint and Survivor Annuity means a benefit providing an annuity for the life of the Member, ending with the payment due on the
last day of the month coinciding with or preceding the date of his death, and, if the Member dies leaving a Surviving Spouse, a
survivor annuity for the life of such Surviving Spouse equal to one-half of the annuity payable for the life of the Member under
his Qualified Joint and Survivor Annuity, commencing on the last day of the month following the date of the Member=s death and
ending with the payment due on the first day of the month coinciding with or preceding the date of such Surviving Spouse=s death.


 


For purposes of this Section 7.3, the term “Preretirement
Survivor Annuity” means a benefit providing for payment of 50% of the Member=s Account balance as of the Valuation Date coinciding
with or preceding the date of his death. Payment of a Preretirement Survivor Annuity shall commence in the month following the
month in which the Member dies or as soon as practicable thereafter; provided, however, that to the extent required by law, if
the value of the amount used to purchase a Preretirement Survivor Annuity exceeds $5,000 (for Plan Years beginning on or after
August 6, 1997), then payment of the Preretirement Survivor Annuity shall not commence prior to the date the Member reached (or
would have reached, had he lived) Normal Retirement Age without the written consent of the Member=s Surviving Spouse. Absence of
any required consent will result in a deferral of payment of the Preretirement Survivor Annuity to the month following the month
in which occurs the earlier of (i) the date the required consent is received by the TPA or (ii) the date the Member would have
reached Normal Retirement Age had he lived.


 


The TPA shall furnish or cause to be furnished, to
each married Member with an Account subject to this Section 7.3, explanations of the Qualified Joint and Survivor Annuity and Preretirement
Survivor Annuity. A Member may, with the written consent of his Spouse (unless the TPA makes a written determination in accordance
with the Code and the Regulations that no such consent is required), elect in writing (i) to receive his benefit in a single lump
sum payment within the 90-day period ending on the date payment of his benefit commences; and (ii) to waive the Preretirement Survivor
Annuity within the period beginning on the first day of the Plan Year in which the Member attains age 35 and ending on the date
of his death. Any election made pursuant to this Subparagraph may be revoked by a Member, without spousal consent, at any time
within which such election could have been made. Such an election or revocation must be made in accordance with procedures developed
by the TPA and shall be notarized.


 


Notwithstanding anything to the contrary, effective
for Plan Years beginning after December 31, 1996, the 90-day period in which a Member may, with the written consent of his Spouse,
elect in writing to receive his benefit in a single lump sum shall not end before the 30th day after the date on which
explanations of the Qualified Joint and Survivor Annuity and Preretirement Survivor Annuity are provided. A Member may elect (with
any applicable spousal consent) to waive any requirement that the written explanation be provided at least 30 days before the annuity
starting date (or to waive the 30-day requirement under the preceding sentence) if the distribution commences more than seven days
after such explanation is provided.


 





Any Member who is to receive a QJSA, or a surviving
spouse entitled to a QPSA, may elect, with spousal consent, to waive the QJSA (QPSA) and may revoke such election at any number
of times and at any time.


 




    	35



    	 



    

 


Notwithstanding the preceding provisions of this Section 7.3,
any benefit of $500, subject to the limits of Article X, or less, shall be paid in cash in a lump sum in full settlement of the
Plan=s liability therefore; provided, however, that in the case of a married Member, no such lump sum payment shall be made after
benefits have commenced without the consent of the Member and his Spouse or, if the Member has died, the Member=s Surviving Spouse.
Furthermore, if the value of the benefit payable to a Member or his Surviving Spouse is greater than $500 and the Member has or
had not reached his Normal Retirement Age, then to the extent required by law, unless the Member (and, if the Member is married
and his benefit is to be paid in a form other than a Qualified Joint and Survivor Annuity, his Spouse, or, if the Member was married,
his Surviving Spouse) consents in writing to an immediate distribution of such benefit, his benefit shall continue to be held in
the Trust until a date following the earlier of (i) the date of the TPA=s receipt of all required consents or (ii) the date the
Member reaches his earliest possible Normal Retirement Age under the Plan (or would have reached such date had he lived), and thereafter
shall be paid in accordance with this Section 7.3.


 


Solely to the extent required under applicable law and regulations,
and notwithstanding any provisions of the Plan to the contrary that would otherwise limit a Distributee's election under this Subparagraph,
a Distributee may elect, at the time and in the manner prescribed by the TPA, to have any portion of an Eligible Rollover Distribution
that is equal to at least $500 paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.
If an Eligible Rollover Distribution is less than $500, a Distributee may not make the election described in the preceding sentence
to rollover a portion of the Eligible Rollover Distribution.


 


For purposes of this Subparagraph, the following terms shall
have the following meanings:


 


		(1)	“Eligible Rollover Distribution.”
Any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution
does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or Life Expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee
and the Distributee's designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such
distribution is required under Code Section 401(a)(9); any hardship distribution,; and the portion of any distribution that is
not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer
securities); and any other distribution that is reasonably expected to total less than $200 during a year.



 


A portion of the distribution shall not fail to be
an Eligible Rollover Distribution merely because the portion consists of after-tax Employee contributions which are not includible
in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code
Sections 408(a) or (b), or to a qualified defined contribution plan described in Code Sections 401(a) or 403(a) that agrees to
separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible
in gross income and the portion of such distribution which is not so includible.


 


		(2)	“Eligible Retirement Plan.” An eligible plan under Code Section 457(b) which is maintained by a state, political
subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately
account for amounts transferred into such plan from this Plan, an individual retirement account described in Code Section 408(a),
an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), an annuity
contract described in Code Section 403(b), or a qualified trust described in Code Section 401(a) that accepts the Distributee's
Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a
surviving spouse, or to a spouse or former souse who is the alternate payee under a qualified domestic relations order, as defined
in Code Section 414(p).



 


If any portion of an Eligible Rollover Distribution
is attributable to payments or distributions from a designated Roth account (as defined in Code Section 402A), an Eligible Retirement
Plan with respect to such portion shall include only another designated Roth account of the individual, or a Roth IRA of such individual.


 








    	36



    	 



    



 


		(3)	“Distributee.” A Distributee may be (i) an Employee, (ii) a former Employee, (iii) an Employee's Surviving
Spouse, (iv) a former Employee's Surviving Spouse, (v) an Employee's Spouse or former Spouse who is an alternate payee under a
qualified domestic relations order, as defined in Code Section 414(p), or (vi) a former Employee's Spouse or former Spouse who
is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), with respect to the interest
of the Spouse or former Spouse.



 


		(4)	“Direct Rollover.” A payment by the Plan to the Eligible Retirement Plan specified by the Distributee.



 


		Section 7.4	Distribution Upon Severance From Employment



 


Effective for distributions occurring on or after January 1,
2002, a Member may receive their elective contributions on account of such Member’s severance from employment. However, such
distribution shall be subject to all other provisions of the Plan regarding distributions, other than such provisions that require
a severance from Employment before such amounts may be distributed.


 


		Section 7.5	Distributions Due to Disability



 


A Member who is separated from Employment by reason of a
Disability which is expected to last in excess of 12 consecutive months and who is either (i) eligible for, or is receiving, Disability
insurance benefits under the Federal Social Security Act or (ii) approved for Disability under the provisions of any other benefit
program or policy maintained by the Employer, which policy or program is applied on a uniform and nondiscriminatory basis to all
Employees of the Employer, shall be deemed to be disabled for all purposes under the Plan.  


 


The Plan Administrator shall determine whether a Member
is disabled in accordance with the terms of the immediately preceding paragraph; provided, however, approval of Disability is conditioned
upon notice to the Plan Administrator of such Member=s Disability within 13 months of the Member=s separation from Employment.
The notice of Disability shall include a certification that the Member meets one or more of the criteria listed above. 



 


Upon determination of Disability, a Member may withdraw his
total Account balance under the Plan and have such amounts paid to him in accordance with the applicable provisions of this Article
VII, as designated by the Employer. If a disabled Member becomes reemployed subsequent to withdrawal of some or all of his Account
balance, such Member may not repay to the Plan any such withdrawn amounts.


 


		Section 7.6	Distributions Due to Death



 


Subject to the provisions of Section 7.3 above, if a married
Member dies, his Spouse, as Beneficiary, will receive a death benefit equal to the value of the Member=s Account determined on
the Valuation Date on or next following the TPA=s receipt of notice that such Member died; provided, however, that if such Member=s
Spouse had consented in writing to the designation of a different Beneficiary, the Member=s Account will be paid to such designated
Beneficiary. Such nonspousal designation may be revoked by the Member without spousal consent at any time prior to the Member=s
death. If a Member is not married at the time of his death, his Account will be paid to his designated Beneficiary.


 


A Member may elect that upon his death, his Beneficiary, pursuant
to this Section 7.6, may receive, in lieu of any lump sum payment, payment in five (5)annual installments (10 if the Spouse is
the Beneficiary, provided that the Spouse's remaining Life Expectancy is at least 10 years) whereby the value of 1/5th of such
Member=s Units (or 1/10th in the case of a spousal Beneficiary, provided that the Spouse's remaining Life Expectancy is at least
10 years) in each available Investment Fund will be determined in accordance with the Unit values on the Valuation Date on or next
following the TPA=s receipt of notice of the Member=s death and on each anniversary of such Valuation Date. Payment will be made
as soon as practicable after each Valuation Date until the Member=s Account is exhausted. Such election may be filed at any time
with the Plan Administrator prior to the Member=s death and may not be changed or revoked after such Member=s death. If such an
election is not in effect at the time of the Member=s death, his Beneficiary (including any spousal Beneficiary) may elect to receive
distributions in accordance with this Article, except that any balance remaining in the deceased Member=s Account must be distributed
on or before the December 31 of the calendar year which contains the 5th anniversary (the 10th anniversary in the case of a spousal
Beneficiary, provided that the Spouse's remaining Life Expectancy is at least 10 years) of the Member=s death. Notwithstanding
the foregoing, payment of a Member=s Account shall commence not later than the December 31 of the calendar year immediately following
the calendar year in which the Member died or, in the event such Beneficiary is the Member=s Surviving Spouse, on or before the
December 31 of the calendar year in which such Member would have attained age 702, if later (or, in either case, on any later date
prescribed by the IRS Regulations). If, upon the Spouse=s or Beneficiary=s death, there is still a balance in the Account, the
value of the remaining Units will be paid in a lump sum to such Spouse=s or Beneficiary=s estate.


 




    	37



    	 



    

 


		Section 7.7	Minimum Required Distributions



 


Effective as of January 1, 1997 through December 31, 2002, payment
of a Member=s Account shall not commence later than April 1 of the calendar year following the later of (i) the calendar year in
which the Member attains age 702 or (ii) the calendar year in which the Member retires; provided however, if the Member is a 5-percent
Owner (as described in Code Section 416(i)), at any time during the Plan Year ending with or within the calendar year in which
the Employee attains age 702, any benefit payable to such Member shall commence no later than April 1 of the calendar year following
the calendar year in which the Member attains age 702.


 


		(A)	Subject to Section 7.3, joint and survivor annuity requirements,
the requirements of this Section 7.7 shall apply to any distribution of a Member=s interest and will take precedence over any
inconsistent provisions of this Plan. Unless otherwise specified, the provisions of this Section 7.7 apply to calendar years beginning
after December 31, 1984.



 


			All distributions required under this Section 7.7 shall be determined and made in accordance with the proposed regulations
under Code Section 401(a)(9), including the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the
proposed regulations.



 


The entire interest of a Member must be distributed
or begin to be distributed no later than the Member=s Required Beginning Date.


 


		(B)	As of the first Distribution Calendar Year, distributions,
if not made in a single-sum, may only be made over one of the following periods (or a combination thereof):



 


		(1)	the life of the Member,



 


		(2)	the life of the Member and a designated Beneficiary,



 


		(3)	a period certain not extending beyond the Life Expectancy of the Member, or



 


		(4)	a period certain not extending beyond the joint and last survivor expectancy of the Member and a designated Beneficiary.



 


		(C)	If the Member=s interest is to be distributed in other than a single sum, the following minimum distribution rules shall apply
on or after the Required Beginning Date:



 


		(1)	If a Member=s benefit is to be distributed over (a) a period not extending beyond the Life Expectancy of the Member or the
joint life and last survivor expectancy of the Member and the Member=s designated Beneficiary or (b) a period not extending beyond
the Life Expectancy of the designated Beneficiary, the amount required to be distributed for each calendar year, beginning with
distributions for the first Distribution Calendar Year, must at least equal the quotient obtained by dividing the Member=s benefit
by the Applicable Life Expectancy.



 


		(2)	For calendar years beginning before January 1, 1989, if the Member=s spouse is not the designated Beneficiary, the method of
distribution selected must assure that at least 50% of the present value of the amount available for distribution is paid within
the Life Expectancy of the Member.



 




    	38



    	 



    

 


		(3)	For calendar years beginning after December 31, 1988, the amount to be distributed each year, beginning with distributions
for the first Distribution Calendar Year shall not be less than the quotient obtained by dividing the Member=s benefit by the lesser
of (a) the Applicable Life Expectancy or (b) if the Member=s spouse is not the designated Beneficiary, the applicable divisor determined
from the table set forth in Q&A-4 of Section 1.401(a)(9)-2 of the proposed regulations. Distributions after the death of the
Member shall be distributed using the Applicable Life Expectancy in paragraph (1) above as the relevant divisor without regard
to Proposed Regulations Section 1.401(a)(9)-2.



 


		(4)	The minimum distribution required for the Member=s first Distribution Calendar Year must be made on or before the Member=s
Required Beginning Date. The minimum distribution for other calendar years, including the minimum distribution for the Distribution
Calendar Year in which the Employee=s Required Beginning Date occurs, must be made on or before December 31 of that Distribution
Calendar Year.



 


If the Member=s benefit is distributed in the form
of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of
Code and the proposed regulations thereunder.


 


		(D)	Distributions Beginning Before Death



 


			If the Member dies after distribution of his interest has begun, the remaining portion of such interest will continue to be
distributed at least as rapidly as under the method of distribution being used prior to the Member=s death.



 


		(E)	Distributions Beginning After Death



 


		(1)	If the Member dies before distribution of his or her interest begins, distribution of the Member=s entire interest shall be
completed by December 31 of the calendar year containing the fifth anniversary of the Member=s death except to the extent that
an election is made to receive distributions in accordance with (a) or (b) below:



 


		(a)	if any portion of the Member=s interest is payable to a designated Beneficiary, distributions may be made over the life or
over a period certain not greater than the Life Expectancy of the designated Beneficiary commencing on or before December 31 of
the calendar year immediately following the calendar year in which the Member died;



 


		(b)	if the designated Beneficiary is the Member=s surviving spouse, the date distributions are required to begin in accordance
with (a) above shall not be earlier than the later of (i) December 31 of the calendar year immediately following the calendar year
in which the Member died and (ii) December 31 of the calendar year in which the Member would have attained age 702.



 


		(2)	If the Member has not made an election pursuant to this Section 7.7 by the time of his death, the Member=s designated Beneficiary
must elect the method of distribution no later than the earlier of (i) December 31, of the calendar year in which distributions
would be required to begin under this Section 7.7, or (ii) December 31 of the calendar year which contains the fifth anniversary
of the date of death of the Member. If the Member has no designated Beneficiary, or if the designated Beneficiary does not elect
a method of distribution, distribution of the Member=s entire interest must be completed by December 31 of the calendar year containing
the fifth anniversary of the Member=s death.



 


		(F)	For purposes of paragraph (E) above, if the surviving spouse dies after the Member, but before payments to such spouse begin,
the provisions of paragraph (E), with the exception of paragraph (E)(1)(b) therein, shall be applied as if the surviving spouse
were the Member.



 


		(G)	For the purposes of paragraphs (D) and (E), distribution of a Member=s interest is considered to begin on the Member=s Required
Beginning Date (or, if paragraph (F) above is applicable, the date distribution is required to begin to the surviving spouse pursuant
to paragraph (E) above). If distribution in the form of an annuity irrevocably commences to the Member before the Required Beginning
Date, the date distribution is considered to begin is the date distribution actually commences.



 




    	39



    	 



    

 


		(H)	“Applicable Life Expectancy.” The Life Expectancy (or joint and last survivor expectancy) calculated using
the attained age of the Member (or designated Beneficiary as of the Member=s (or designated Beneficiary=s) birthday in the applicable
calendar year reduced by one for each calendar year which has elapsed since the date Life Expectancy was first calculated. If Life
Expectancy is being recalculated, the Applicable Life Expectancy shall be the Life Expectancy as so recalculated. The applicable
calendar year shall be the first Distribution Calendar Year, and if Life Expectancy is being recalculated such succeeding calendar
year.



 


		(I)	“Designated Beneficiary.” The individual who is designated as the Beneficiary under the Plan in accordance
with Code Section 401(a)(9) and the proposed regulations thereunder.



 


		(J)	“Distribution Calendar Year.” A calendar year for which a minimum distribution is required. For distributions
beginning before the Member=s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar
year which contains the Member=s Required Beginning Date. For distributions beginning after the Member=s death, the first Distribution
Calendar Year is the calendar year in which distributions are required to begin pursuant to paragraphs (D), (E), (F) and (G) above.



 


		(K)	“Life Expectancy.” Life Expectancy and joint and last survivor expectancy are computed by use of the expected
return multiples in Tables V and VI of Section 1.72-9 of the Income Tax Regulations.



Unless otherwise elected by the Member (or spouse,
in the case of distributions described in paragraph (E)(1)(b) above) by the time distributions are required to begin, life expectancies
shall be recalculated annually. Such election shall be irrevocable as to the Member (or spouse) and shall apply to all subsequent
years. The Life Expectancy of a nonspouse Beneficiary may not be recalculated.


 


		(L)	Member=s Benefit



 


		(1)	The Account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any contributions or forfeitures allocated to the Account balance as of dates
in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after
the valuation date.



 


		(2)	Exception for second Distribution Calendar Year. For purposes of paragraph (1) above, if any portion of the minimum distribution
for the first Distribution Calendar Year is made in the second Distribution Calendar Year on or before the Required Beginning Date,
the amount of the minimum distribution made in the second Distribution Calendar Year shall be treated as if it had been made in
the immediately preceding Distribution Calendar Year.



 




    	40



    	 



    

 


		Section 7.8	Minimum Required Distributions (Beginning on November
1, 2002)



 


		(A)	General Rules



 


		(1)	Effective Date. The provisions of this Section 7.8 will apply for purposes of determining required minimum distributions
for calendar years beginning with the 2003 calendar year.



 


		(2)	Precedence. The requirements of this Section 7.8 will take precedence over any inconsistent provisions of the Plan.



 


		(3)	Requirements of Treasury Regulations Incorporated. All distributions required under this Section 7.8 will be determined
and made in accordance with Treasury Regulations under Code Section 401(a)(9) and the minimum distribution incidental death benefit
requirement of Code Section 401(a)(9)(G).



 


		(4)	Limits on Distribution Periods. As of the first Distribution Calendar Year, distributions to a Member, if not made in
a single sum, may only be made over one of the following periods:



  


		(a)	the life of the Member





 





		(b)	the joint lives of the Member and a designated Beneficiary


  





		(c)	a period certain not extending beyond the Life Expectancy of the Member, or


  





		(d)	a period certain not extending beyond the joint life and last survivor expectancy of the Member and a designated Beneficiary.


  


		(B)	Time and Manner of Distribution



 


		(1)	Required Beginning Date. The Member=s entire interest will be distributed, or begin to be distributed, to the Member
no later than the Member=s Required Beginning Date.



 


		(2)	Death of Member Before Distributions Begin. If the Member dies before distributions begin, the Member=s entire interest
will be distributed, or begin to be distributed, no later than as follows:



 


		(a)	If the Member=s surviving spouse is the Member=s
sole designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained
age 702, if later.



 


		(b)	If the Member=s surviving spouse is not the Member=s
sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately
following the calendar year in which the Member died.



 


		(c)	If there is no designated Beneficiary as of September 30 of the year following the year of the Member=s
death, the Member=s entire interest will be distributed by December
31 of the calendar year containing the fifth anniversary of the Member=s
death.



 


		(d)	If the Member=s surviving spouse is the Member=s
sole designated Beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin,
this paragraph (B)(2), other than paragraph (B)(2)(a), will apply as if the surviving spouse were the Member.



 


For purposes of this paragraph (B)(2) and paragraph
(D) below, unless paragraph (B)(2)(d) applies, distributions are considered to begin on the Member=s Required Beginning Date. If
paragraph (B)(2)(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving
spouse under paragraph (B)(2)(a). If distributions under an annuity purchased from an insurance company irrevocably commence to
the Member before the Member=s Required Beginning Date (or to the Member=s surviving spouse before the date distributions are required
to begin to the surviving spouse under paragraph (B)(2)(a)), the date distributions are considered to begin is the date distributions
actually commence.


 




    	41



    	 



    

 


		(3)	Forms of Distributions



 


Unless the Member=s interest is distributed in the form
of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first
Distribution Calendar Year distributions will be made in accordance with paragraphs (C) and (D) of this Section 7.8. If the Member=s
interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in
accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations thereunder.


 


		(C)	Required Minimum Distributions During Member=s Lifetime



 


		(1)	Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Member=s lifetime, the minimum
amount that will be distributed for each Distribution Calendar Year is the lesser of:



 


		(a)	the quotient obtained by dividing the Member=s Account balance
by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using
the Member=s age as of the Member=s
birthday in the Distribution Calendar Year; or



 


		(b)	if the Member=s sole designated Beneficiary for the Distribution
Calendar Year is the Member=s spouse, the quotient obtained by
dividing the Member=s Account balance by the number in the Joint
and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member=s
and the spouse=s attained ages as of the Member=s
and spouse=s birthdays in the Distribution Calendar Year.



 


		(2)	Lifetime Required Minimum Distributions Continue Through Year of Member=s Death. Required minimum distributions will
be determined under this paragraph (C) beginning with the first Distribution Calendar Year and up to and including the Distribution
Calendar Year that includes the Member=s date of death.



 


		(D)	Required Minimum Distributions After Member=s Death



 


		(1)	Death On or After Date Distributions Begin



 


		(a)	Member Survived by Designated Beneficiary. If the Member dies on or after the date distributions begin and there is
a designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the
Member=s death is the quotient obtained by dividing the Member=s
Account balance by the longer of the remaining Life Expectancy of the Member or the remaining Life Expectancy of the Member=s
designated Beneficiary, determined as follows:



 


		(i)	The Member=s remaining Life Expectancy is calculated using
the age of the Member in the year of death, reduced by one for each subsequent year.



 


		(ii)	If the Member=s surviving spouse is the Member=s
sole designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar
Year after the year of the Member=s death using the surviving spouse=s
age as of the spouse=s birthday in that year. For Distribution
Calendar Years after the year of the surviving spouse=s death,
the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse=s
birthday in the calendar year of the spouse=s death, reduced by
one for each subsequent calendar year.



 




    	42



    	 



    

 


		(iii)	If the Member=s surviving spouse is not the Member=s
sole designated Beneficiary, the designated Beneficiary=s remaining
Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Member=s
death, reduced by one for each subsequent year.



 


		(b)	No Designated Beneficiary. If the Member dies on or after the date distributions begin and there is no designated Beneficiary
as of September 30 of the year after the year of the Member=s death,
the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member=s
death is the quotient obtained by dividing the Member=s Account
balance by the Member=s remaining Life Expectancy calculated using
the age of the Member in the year of death, reduced by one for each subsequent year.



 


		(2)	Death Before Date Distributions Begin



 


		(a)	Member Survived by Designated Beneficiary. If the Member dies before the date distributions begin and there is a designated
Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member=s
death is the quotient obtained by dividing the Member=s Account
balance by the remaining Life Expectancy of the Member=s designated
Beneficiary, determined as provided in paragraph (D) (1).



 


		(b)	No Designated Beneficiary. If the Member dies before the date distributions begin and there is no designated Beneficiary
as of September 30 of the year following the year of the Member=s
death, distribution of the Member=s entire interest will be completed
by December 31 of the calendar year containing the fifth anniversary of the Member=s
death.



 


		(c)	Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Member dies before
the date distributions begin, the Member=s surviving spouse is
the Member=s sole designated Beneficiary, and the surviving spouse
dies before distributions are required to begin to the surviving spouse under paragraph (B)(2)(a), this paragraph (D)(2) will apply
as if the surviving spouse were the Member.



 


		(E)	Election to Allow Members or Beneficiaries to Elect 5-Year Rule. Members or Beneficiaries may elect on an individual
basis whether the 5-year rule or the Life Expectancy rule in paragraphs (B)(2) and (D)(2) applies to distributions after the death
of a Member who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar
year in which distribution would be required to begin under paragraph (B)(2) or by September 30 of the calendar year which contains
the fifth anniversary of the Member=s (or, if applicable, surviving spouse=s) death. If neither the Member nor Beneficiary makes
an election under this paragraph, distributions will be made in accordance with paragraphs (B)(2) and (D)(2) and, if applicable,
the elections in paragraph (B) above.



 


		(F)	Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule to Elect Life Expectancy Distributions.
A designated Beneficiary who is receiving payments under the 5-year rule may make a new election to receive payments under the
Life Expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the
Life Expectancy rule for all Distribution Calendar Years before 2004 are distributed by the earlier of December 31, 2003 or the
end of the 5-year period.



 


		(G)	Definitions



 


		(1)	“Designated Beneficiary.” The individual who is designated as the Beneficiary under the terms of the Plan
and is the designated Beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-4, of the Treasury Regulations.



 




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		(2)	“Distribution Calendar Year.” A calendar year for which a minimum distribution is required. For distributions
beginning before the Member=s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar
year which contains the Member=s Required Beginning Date. For distributions beginning after the Member=s death, the first Distribution
Calendar Year is the calendar year in which distributions are required to begin under paragraph (B)(2). The required minimum distribution
for the Member=s first Distribution Calendar Year will be made on or before the Member=s Required Beginning Date. The required
minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar
Year in which the Member=s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar
Year.



 


		(3)	“Life Expectancy.” Life Expectancy is the Life Expectancy as computed by the use of the Single Life Table
in Section 1.401(a)(9)-9 Q&A-1, of the Treasury Regulations.



 


		(4)	“Member=s Account Balance.” The Account balance as of the last valuation date in the calendar year immediately
preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated
or forfeitures allocated to the Account balance as of the dates in the valuation calendar year after the valuation date and decreased
by distributions made in the valuation calendar year after the valuation date. The Account balance for the valuation calendar year
includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar
Year if distributed or transferred in the valuation calendar year.



 


		(5)	“Required Beginning Date.” One of the following, as selected by the Employer in the Adoption Agreement:



 


		(a)	The Required Beginning Date of a Member is April 1st of the calendar year after the calendar year in which he attains
age 701⁄2.



 


		(b)	The Required Beginning Date of a Member is April 1 of the calendar year following the calendar year in which the Member attains
age 701⁄2, except that benefit distributions to a Member (other than a 5-percent Owner) with respect to benefits accrued after
the later of the adoption or effective date of an amendment to the Plan that implements the changes to the Required Beginning Date
of this paragraph must commence by April 1 of the calendar year in which the Member attains age 701⁄2 or the calendar year
in which the Member retires.



 


		(c)	The Required Beginning Date of a Member is April 1 of the calendar year following the later of the calendar year in which the
Member attains age 701⁄2 or the calendar year in which the Member retires, except that the benefit distributions to a 5-percent
Owner must commence by April 1 of the calendar year following the calendar year in which the Member attains age 701⁄2.



 


		(6)	“5-percent Owner.” A Member is treated as a 5-percent Owner for purposes of this Section 7.8, if such Member
is a 5-percent Owner as defined in Code Section 416 at any time during the Plan year ending with or within the calendar year in
which such owner attains age 701⁄2.



 


Once distributions have begun to a 5-percent Owner under
this Section 7.8 they must continue to be distributed, even if the Member ceases to be a 5-percent Owner in a subsequent year.


 


		(7)	“TEFRA Section 242(b)(2) Elections.” Nothwithstanding the other requirements of this Section 7.8, distribution
on behalf of any Employee, including a 5-percent Owner, who has made a designation under Section 242(b)(2) of the Tax Equity and
Fiscal Responsibility Act (a “Section 242(b)(2) election”) may be made in accordance with all of the following requirements
(regardless of when such distribution commences):



 




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		(a)	The distribution by the Plan is one which would not have disqualified such Plan under Code Section 401(a)(9) as in effect prior
to amendment by the Deficit Reduction Act of 1984.



 


		(b)	The distribution is in accordance with a method of
distribution designated by the Employee whose interest in the Plan is being distributed or, if the Employee is deceased, by a
Beneficiary of such Employee.



 


		(c)	Such designation was in writing, was signed by the Employee or the Beneficiary, and was made before January 1, 1984.



 


		(d)	The Employee had accrued a benefit under the Plan as of December 31, 1983.



 


		(e)	The method of distribution designated by the Employee or the Beneficiary specifies the time at which distribution will commence,
the period over which distributions will be made, and in the case of any distribution upon the Employee’s death, the Beneficiaries
of the Employee listed in order of priority.



  


		(H)	A designation upon death will not be covered by this transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be made upon the death of the Employee.



 





		(I)	For any distribution which commences before January 1, 1984, but continues after December 31, 1983, the Employee, or the Beneficiary,
to whom such distribution is being made, will be presumed to have designated the method of distribution under which the distribution
is being made if the method of distribution was specified in writing and the distribution satisfies the requirements in Sections
7.8(G)(7)(a) and (c).


 








		(J)	If a designation is revoked, any subsequent distribution must satisfy the requirements of Code Section 401(a)(9) and the regulations
thereunder. If a designation is revoked subsequent to the date distributions are required to begin, the Plan must distribute by
the end of the calendar year following the calendar year in which the revocation occurs the total amount not yet distributed which
would have been required to have been distributed to satisfy Code Section 401(a)(9) and the regulations thereunder, but for the
Section 242(b)(2) election. For calendar years beginning after December 31, 1988, such distributions must meet the minimum distribution
incidental benefit requirements. Any changes in the designation will be considered to be a revocation of the designation. However,
the mere substitution or addition of another Beneficiary (one not named in the designation) under the designation will not be considered
to be a revocation of the designation, so long as such substitution or addition does not alter the period over which distributions
are to be made under the designation, directly or indirectly (for example, by altering the relevant measuring life).


 





		(K)	In the case in which an amount is transferred or rolled over from one Plan to another Plan, the rules in Treasury Regulations
1.401(a)(9)-8, Q&A-14 and Q&A-15, shall apply.





  



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ARTICLE VIII


LOAN PROGRAM


 


		Section 8.1	General Provisions



 


An Employer may, at its option, make available the loan program
described herein for any Member (and, if applicable under Section 8.8 of this Article VIII, any Beneficiary), subject to applicable
law (including but not limited to Code Section 72(p) and the Regulations thereunder). The Employer shall so designate its adoption
of the loan program and the terms and provisions of its operation in the Adoption Agreement. There shall be a reasonable origination
fee and/or an annual administration fee assessed to the Member=s Account for each loan made to a Member or Beneficiary. In the
event that amounts are transferred to the Plan from a retirement plan subject to Code Section 401(a)(11), no loans may be made
from a married Member's Account without the written consent of such Member's Spouse (in accordance with the spousal consent rules
set forth under Section 7.3). In the event the Employer elects to permit loans to be made from rollover contributions and earnings
thereon, as designated in the Adoption Agreement, loans shall be available from the Accounts of any Employees of the Employer who
have not yet become Members. Only one loan may be made to a Member in the Plan Year, except that if an Employer provides in the
Adoption Agreement to make loans available from Employee rollover contributions and the earnings thereon, a Member will be permitted
to request a second loan in the Plan Year to the extent of Employee rollover contributions and earnings thereon subject to any
other limitations provided under this Article.


 


The Employer may elect, in the Adoption Agreement, to make the
loan program available only in the event of hardship or financial necessity. Hardship or financial necessity is defined as a significant
health expense or a loss of income due to illness or Disability incurred by a Member, or the death of a Member or an immediate
family member of a Member. Hardship or financial necessary also includes the purchase of a Member=s principal place of residence
as well as paying for a college education (including graduate studies) for either a Member or a Member=s dependents.


 


The Employer may also elect in the Adoption Agreement to limit
the number of outstanding loans a Member may have at any given time.


 


		Section 8.2	Loan Application



 


Subject to the restrictions described in the paragraph immediately
following, a Member in Employment may borrow from his Account in each of the available Investment Funds by filing a loan application
with the TPA. Such application (hereinafter referred to as a Acompleted application”) shall (i) specify the terms pursuant
to which the loan is requested to be made and (ii) provide such information and documentation as the TPA shall require, including
a note, duly executed by the Member, granting a security interest of an amount not greater than 50% of his vested Account, to secure
the loan. With respect to such Member, the completed application shall authorize the repayment of the loan through payroll deductions.
Such loan will become effective upon the Valuation Date coinciding with or next following the date on which his completed application
and other required documents were submitted, subject to the same conditions with respect to the amount to be transferred under
this Section which are specified in the Plan procedures for determining the amount of payments made under Article VII of the Plan.


 


If a Member’s Account is subject to the joint and survivor
and preretirement survivor annuity rules under Code Sections 401(a)(11) and 417, the Member must obtain the consent of his or her
spouse, if any, to the use of the Member’s Account Balance as security for the loan. Spousal consent shall be obtained no
earlier than the beginning of the 90-day period that ends on the date on which the loan is to be so secured. The consent must be
in writing, must acknowledge the effect of the loan, and must be witnessed by a plan representative or notary public. Such consent
shall thereafter be binding with respect to the consenting spouse or any subsequent spouse with respect to that loan. A new consent
shall be required if the Member’s Account Balance is used for renegotiation, extension, renewal, or other revision of the
loan.


 


The Employer shall establish standards in accordance with the
Code and ERISA which shall be uniformly applicable to all Members eligible to borrow from their interests in the Trust Fund similarly
situated and shall govern the TPA=s approval or disapproval of completed applications. The terms for each loan shall be set solely
in accordance with such standards.


 




    	46



    	 



    

 


The TPA shall, in accordance with the established standards,
review and approve or disapprove a completed application as soon as practicable after its receipt thereof, and shall promptly notify
the applying Member of such approval or disapproval. Notwithstanding the foregoing, the TPA may defer its review of a completed
application, or defer payment of the proceeds of an approved loan, if the proceeds of the loan would otherwise be paid during the
period commencing on December 1 and ending on the following January 31.


 


Subject to the preceding paragraph and Section 8.6, upon approval
of a completed application, the TPA shall cause payment of the loan to be made from the available Investment Fund(s) in the same
proportion that the designated portion of the Member's Account is invested at the time of the loan, and the relevant portion of
the Member's interest in such Investment Fund(s) shall be cancelled and shall be transferred in cash to the Member. The TPA shall
maintain sufficient records regarding such amounts to permit an accurate crediting of repayments of the loan.


 


Notwithstanding any provision of this Article VIII to the
contrary, if an Employer has elected in the Adoption Agreement to condition loans based upon a Member=s demonstrated hardship or
financial necessity, the Plan Administrator, in a uniform and nondiscriminatory manner, shall determine whether a Member has incurred
a hardship or financial necessity following the Member filing a loan application with the TPA.


 


		Section 8.3	Permitted Loan Amount



 


The amount of each loan may not be less than $1,000 nor more
than the maximum amount as described below. The maximum amount available for loan under the Plan (when added to the outstanding
balance of all other loans from the Plan to the borrowing Member) shall not exceed the lesser of: (a) $50,000 reduced by the excess
(if any) of (i) the highest outstanding loan balance attributable to the Account of the Member requesting the loan from the Plan
during the one-year period ending on the day preceding the date of the loan, over (ii) the outstanding balance of all other loans
from the Plan to the Member on the date of the loan, or (b) 50% of the value of the Member=s vested portion of his Account as of
the Valuation Date on or next following the date on which the TPA receives the completed application for the loan and all other
required documents. In determining the maximum amount that a Member may borrow, all vested assets of his Account will be taken
into consideration, provided that, where the Employer has not elected to make a Member's entire Account available for loans or
where a Member=s Account contains investments in a self-directed brokerage account which shall not be available for loans, in no
event shall the amount of the loan exceed the value of such vested portion of the Member=s Account from which loans are permissible.


 


		Section 8.4	Source of Funds for Loan



 


The amount of the loan will be deducted from the Member=s Account
in the available Investment Funds in accordance with Section 8.2 of this Article VIII and the Plan procedures for determining the
amount of payments made under Article VII. To the extent the Employer permits Members to take loans from one or more of the portions
of their Accounts, as designated in the Adoption Agreement, loans shall be deemed to be taken in the following order:


 


		1.	Vested Employer profit sharing contributions plus earnings thereon.



 


		2.	Employer qualified nonelective contributions plus earnings thereon.



 


		3.	Member's 401(k) deferrals plus earnings thereon.



 


		4.	Member's Roth 401(k) contributions plus earnings thereon.



 


		5.	Member=s safe harbor CODA contributions plus earnings thereon.



 


		6.	Vested Employer basic contributions plus earnings thereon.



 


		7.	Vested Employer supplemental contributions plus earnings thereon.



 


		8.	Vested Employer matching contributions plus earnings thereon.



 




    	47



    	 



    

 


		9.	Member's rollover contributions plus earnings thereon.



 


		10.	Member's after-tax contributions made after December 31, 1986 plus earnings on all of the Member's after-tax contributions.



 


		11.	Member's after-tax contributions made prior to January 1, 1987.



 


		Section 8.5	Conditions of Loan



 


		(A)	Loans shall be made available to all Members and Beneficiaries on a reasonably equivalent basis.



 


		(B)	Repayment of all loans under the Plan shall be secured by 50% of the Member=s vested interest in his Account, determined as
of the origination of such loan.



 


		(C)	Loans shall not be made available to Highly Compensated Employees (as defined in Plan Section 1.2(U)) in an amount greater
than the amount made available to other Employees.



 


		(D)	Each loan to a Member under the Plan shall be repaid in level monthly amounts through regular payroll deductions after the
effective date of the loan, and continuing thereafter with each payroll. Except as otherwise required by the Code and the IRS Regulations,
each loan shall have a repayment period of not less than 12 months and not in excess of 60 months, unless the purpose of the loan
is for the purchase of a primary residence, in which case the loan may be for not more than 180 months. After the first three (3)
monthly payments of the loan have been satisfied, the Member may pay the outstanding loan balance (including accrued interest from
the due date).



 


		(E)	Loans must be adequately secured and bear a reasonable interest rate. The rate of interest for the term of the loan will be
established as of the loan date, and will be the Barron=s Prime Rate (base rate) plus 1% as published on the last Saturday of the
preceding month, or such other rate as may be required by applicable law and determined by reference to the prevailing interest
rate charged by commercial lenders under similar circumstances. The applicable rate would then be in effect through the last business
day of the month.



 


		(F)	No Member loan shall exceed the present value of the Member’s vested Account Balance.



 


		(G)	In the event of default, foreclosure on the note and attachment of security will not occur until a distributable event occurs
in the Plan.



 


		(H)	Loan repayments will be suspended under the Plan as permitted under Code Section 414(u)(4).



 


		Section 8.6	Crediting of Repayment



 


Upon lending any amount to a Member, the TPA shall establish
and maintain a loan receivable account with respect to, and for the term of, the loan. The allocations described in this Section
shall be made from the loan receivable account. Upon receipt of each monthly installment payment and the crediting thereof to the
Member=s loan receivable account, there shall be allocated to the Member=s Account in the available Investment Funds, in accordance
with his most recent investment instructions, the principal portion of the installment payment plus that portion of the interest
equal to the rate determined in Section 8.5 of this Article VIII. The unpaid balance owed by a Member on a loan under the Plan
shall not reduce the amount credited to his Account. However, from the time of payment of the proceeds of the loan to the Member,
such Account shall be deemed invested, to the extent of such unpaid balance, in such loan until the complete repayment thereof
or distribution from such Account. Any loan repayment shall first be deemed allocable to the portions of the Member's Account on
the basis of a reverse ordering of the manner in which the loan was originally distributed to the Member.


 




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		Section 8.7	Cessation of Payments on Loan



 


If a Member, while employed, fails to make a monthly installment
payment when due, as specified in the completed application, subject to applicable law, he will be deemed to have received a distribution
of the outstanding balance of the loan. If such default occurs after the first three (3) monthly payments of the loan have been
satisfied, the Member may pay the outstanding balance, including accrued interest from the due date, by the last day of the calendar
quarter following the calendar quarter which contains the due date of the last monthly installment payment, in which case no such
distribution will be deemed to have occurred. Subject to applicable law, notwithstanding the foregoing, a Member that borrows any
of his 401(k) deferrals and any of the earnings attributable thereto may not cease to make monthly installment payments while employed
and receiving a Salary from the Employer.


 


Except as provided below, upon a Member=s termination of Employment,
death or Disability, or the Employer=s termination of the Plan, no further monthly installment payments may be made. Unless the
outstanding balance, including accrued interest from the due date, is paid by the last day of the calendar quarter following the
calendar quarter which contains the date of such occurrence, the Member will be deemed to have received a distribution of the outstanding
balance of the loan including accrued interest from the due date.


 


		Section 8.8	Loans to Former Members



 


Notwithstanding any other provisions of this Article VIII, a
member who terminates Employment for any reason shall be permitted to continue making scheduled repayments with respect to any
loan balance outstanding at the time he becomes a terminated Member. In addition, a terminated Member or Beneficiary may elect
to initiate a new loan from his Account, subject to the conditions otherwise described in this Article VIII. If any terminated
Member who continues to make repayments or any terminated Member or Beneficiary who borrows from his Account pursuant to this Section
8.8 fails to make a scheduled monthly installment payment by the last day of the calendar quarter following the calendar quarter
which contains the scheduled payment date, he will be deemed to have received a distribution of the outstanding balance of the
loan.


 




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ARTICLE IX


TRUSTEE AND CUSTODIAN


 


The provisions of this Article, shall not apply if a separate
trust agreement is being used as specified in the Adoption Agreement. For purposes of this Article IX, the term Named Fiduciary
shall mean one or more fiduciaries named in accordance with the terms of the Plan who have the power to manage and control assets
of the Plan. The term Fund shall mean assets held pursuant to the Trust created under this Article IX.


 


		Section 9.1	Basic Responsibilities of the Trustee



 


The Trustee shall hold the assets of, and collect the income
and make payments from the Fund, all as hereinafter provided. Except to the extent that assets of the Fund have been deposited
in a collective investment fund maintained by the Trustee, the Trustee shall not be responsible, directly or indirectly, for the
investment or reinvestment of the assets of the Fund, which shall be the sole responsibility of the Named Fiduciary. The Trustee
is not a party to, and has no duties or responsibilities under, the Plan other than those that may be expressly contained in this
Agreement. As to the responsibilities of the Trustee, in any case in which a provision of this Agreement conflicts with any provision
in the Plan, this Agreement shall control. The Trustee shall have no duties, responsibilities or liability with respect to the
acts or omissions of any prior trustee.


 


The Trustee shall have no authority or duty to determine the
adequacy of or enforce the collection of contributions under the Plan, shall not be responsible for the adequacy of the Trust to
meet and discharge any liabilities under the Plan and shall have no responsibility for any property until such cash or property
is received and accepted by the Trustee. The Employer and the Named Fiduciary shall have the sole duty and responsibility for ensuring
the adequacy of the Trust to discharge the liabilities under the Plan, determining the adequacy of the contributions to be made
under the Plan, transmitting the contributions to the Trustee and ensuring compliance with any statute, regulation or rule applicable
to contributions.


 


Except as may be permitted by law or by the terms of the Plan
or this Agreement, at no time prior to the satisfaction of all liabilities with respect to Members and their Beneficiaries under
the Plan shall any part of the Trust be used for or diverted to any purpose other than for the exclusive benefit of the Members
and their Beneficiaries. The assets of the Trust shall be held for the exclusive purposes of providing benefits to Members of the
Plan and their Beneficiaries and defraying the reasonable expenses of administering the Plan and the Trust.


 


Notwithstanding any other provision of this Agreement: (i) if
a contribution is conditioned upon a favorable determination as to the qualified status of the Plan under Code Section 401 and
the Plan receives an adverse determination with respect to its initial qualification, then any such contribution may be returned
to the Employer within one year after the date of determination; (ii) a contribution made by the Employer based upon mistake of
fact may be returned to the Employer within one year after the date of such contribution; and (iii) if a contribution to the Plan
is conditioned upon its deductibility under the Code and a deduction for such a contribution is disallowed, such contribution may
be returned to the Employer within one year after the date of the disallowance of such deduction.


 


The Trustee shall make distributions and payments out of the
Fund as directed by the Named Fiduciary and amounts distributed or paid pursuant to such direction thereafter no longer shall constitute
a part of the Fund. The Named Fiduciary may direct such distributions and payments to be made to any person, including the Named
Fiduciary or an Employer, or to any paying agent designated by the Named Fiduciary, in such amounts and in such form and for such
purposes as the Named Fiduciary shall direct. Any such order shall constitute a certification that the payment is one the Named
Fiduciary is authorized to direct. The Named Fiduciary shall have the exclusive responsibility, and the Trustee shall not have
any responsibility or duty under this Agreement, for ensuring that any payment made from the Fund at the direction of the Named
Fiduciary does not constitute a diversion of the assets of the Fund and for determining that any such distribution is in accordance
with the terms of the Plan and applicable law, including, without limitation, determining the amount, timing or method of payment
and the identity of each person to whom such payments shall be made.


 




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The Trustee shall have no responsibility or duty to determine
the tax effect of any payment or to see to the application of any payment. The Trustee shall not be required to make any payment
from the Fund in excess of the net realizable value of the assets of the Fund or to make any payment in cash unless there is sufficient
cash in the Fund or the Named Fiduciary has provided written instructions as to the assets to be converted to cash for the purpose
of making the distribution. If a dispute arises as to who is entitled to or should receive any benefit or payment, the Trustee
may withhold or cause to be withheld such payment until the dispute is resolved.


 


The Employer shall identify the Named Fiduciary to the Trustee
and shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to
direct the Trustee and otherwise act on behalf of the Employer under the terms of this Agreement. The Named Fiduciary will provide
the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to act on behalf of
the Named Fiduciary. The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an authorized
party until notified in writing by the Employer or the Named Fiduciary, as appropriate, of a change of the identity of an authorized
party.


 


All directions and instructions to the Trustee from a party
who has been authorized to act on behalf of the Employer or the Named Fiduciary shall be in writing, transmitted by mail or by
facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions
and may require confirmation in writing of any such oral directions and instructions. The Trustee shall be entitled to rely on
and shall be fully protected in acting in accordance with all such directions and instructions which the Trustee reasonably believes
to have been given by a party who has been authorized to act on behalf of the Employer or the Named Fiduciary.


 


All fiduciaries (within the meaning of Section 3(21)(A) of ERISA)
under the Plan shall discharge their fiduciary duties with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise
of a like character and with like aims.


 


		Section 9.2	Investment Powers and Duties of Trustee



 


The Named Fiduciary, from time to time and in accordance with
the provisions of the Plan, shall direct the Trustee to establish one or more separate investment accounts under the Trust (each
such separate account hereinafter referred to as an "Investment Fund"). The Trustee shall transfer to each such Investment
Fund such portion of the assets of the Fund as the Named Fiduciary directs. The assets which have been allocated to an Investment
Fund shall be invested and reinvested in accordance with the instructions of the Named Fiduciary, which shall have exclusive responsibility
therefore. The Trustee shall be under no duty to question, and shall not incur any liability on account of following, the instructions
of the Named Fiduciary, with respect to any Investment Fund or the investment or reinvestment of any assets of the Fund or any
Investment Fund, nor to make suggestions to the Named Fiduciary in connection therewith or to determine the compliance of such
instructions with the Plan or applicable law, including, without limitation, the requirements of Sections 406 and 407 of ERISA.
The Trustee shall not be liable for any losses, costs or expenses (including, without limitation, any opportunity costs) resulting
from any investment directions given or omitted by the Named Fiduciary and the Trustee shall not be liable for any losses, cost
or expenses associated with the investment decisions of the Named Fiduciary, including, without limitation, any losses, costs or
expenses associated with the selection of investments by the Named Fiduciary, actual investments directed by the Named Fiduciary
and the market risks associated with such selections and directions. If the Trustee is directed to deliver property against payment,
the Trustee shall have no liability for non-receipt of such payment.


 


Unless the Trustee is otherwise directed by the Named Fiduciary,
all interest, dividends and other income received with respect to, and all proceeds received from the sale or other disposition
of, assets of an Investment Fund shall be credited to and reinvested in such Investment Fund, and all expenses of the Fund which
are properly allocable to a particular Investment Fund shall be so allocated and charged. Subject to the provisions of the Plan,
the Named Fiduciary may direct the Trustee to eliminate an Investment Fund or Funds, and the Trustee thereupon shall dispose of
the assets of such Investment Fund or Funds and reinvest the proceeds thereof in accordance with the instructions of the Named
Fiduciary.


 


		(A)	Discretionary Powers and Duties of Trustee



 


Subject to the provisions and limitations contained
elsewhere herein, in administering the Trust, the Trustee shall be specifically authorized in its sole administrative discretion
to:


 




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		(1)	Appoint sub-trustees or depositories, domestic or foreign (including affiliates of the Trustee), as to part or all of the Fund,
except that the indicia of ownership of any asset of the Fund shall not be held outside the jurisdiction of the district courts
of the United States unless in compliance with Section 404(b) of ERISA and regulations thereunder;



 


		(2)	Appoint one or more individuals or corporations as a custodian of any property of the Fund and, as part of its reimbursable
expenses under this Agreement to pay the reasonable Compensation and expenses of any such custodian



 


		(3)	Hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository (including
an affiliate of the Trustee), so long as the Trustee's records clearly indicate that the assets held are a part of the Fund;



 


		(4)	Collect income payable to and distributions due to the Fund and sign on behalf of the Trust any declarations, affidavits, certificates
of ownership and other documents required to collect income and principal payments, including but not limited to, tax reclamations,
rebates and other withheld amounts;



 


		(5)	Collect proceeds from securities, certificates of deposit or other investments which may mature or be called and surrender
such securities at maturity or when called; provided, however, that the Trustee shall not be liable for failure to surrender any
security for redemption prior to maturity or take other action if notice of such redemption or other action was not provided to
the Trustee by the issuer, the Named Fiduciary or one of the nationally recognized bond or corporate action services to which the
Master Trustee subscribes;



 


		(6)	Exchange securities in temporary form for securities in definitive form, and to effect an exchange of shares where the par
value of stock is changed;



 


		(7)	Submit or cause to be submitted to the Named Fiduciary, on a best efforts basis, all information received by the Trustee regarding
ownership rights pertaining to property held in the Fund;



 


		(8)	Attend to involuntary corporate actions;



 


		(9)	Determine, or cause to be determined, the fair market value of the Fund daily, or for such other period as may be mutually
agreed upon, in accordance with methods consistently followed and uniformly applied;



 


		(10)	Render periodic statements for property held hereunder;



 


		(11)	Commence or defend suits or legal proceedings and represent the Fund in all suits or legal proceedings in any court or before
any other body or tribunal as the Trustee shall deem necessary to protect the Fund (provided, however, that the Trustee shall have
no obligation to take any legal action for the benefit of the Fund unless it shall first be indemnified for all expenses in connection
therewith, including, without limitation, counsel fees);



 


		(12)	Employ suitable agents and legal counsel, who may be counsel for an Employer, and, as a part of its reimbursable expenses under
this Agreement, to pay their reasonable Compensation and expenses. The Trustee shall be entitled to rely on and may act upon advice
of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.



 


		(13)	Subject to the requirements of applicable law, take all action necessary to settle authorized transactions;



 


		(14)	Form corporations and create trusts under the laws of any state for the purpose of acquiring and holding title to any securities
or other property, all on such terms and conditions as the Trustee deems advisable;



 




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		(15)	Make, execute and deliver any and all documents, agreements or other instruments in writing as are necessary or desirable for
the accomplishment of any of the powers and duties in this Agreement; and



 


		(16)	Generally take all action, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the fulfillment
of its duties hereunder.



 


		(B)	Directed Powers of Trustee



 


In addition to the powers enumerated in Section 9.2(a),
the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed
by the Named Fiduciary:


 


		(1)	Invest and reinvest in property, provided that in no case without the consent of the Trustee will the assets of the Fund be
invested in assets other than units of collective investment funds;



 


		(2)	Settle purchases and sell, exchange, convey, transfer or otherwise dispose of any property at any time held by the Trustee,
by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and in the same manner as
the Named Fiduciary, shall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase
money or to inquire into the validity, expediency or propriety of any such sale or other disposition;



 


		(3)	Engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with
respect to property received by the Trustee;



 


		(4)	Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on
such balances;



 


		(5)	Make loans from the Fund to Members of the Plan, which shall be secured by the Member’s Account balance; however, the
Named Fiduciary shall have full and exclusive responsibility for loans made to Members, including, without limitation, full and
exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications;
approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated
pursuant to the Truth in Lending Act, 15 U.S.C. §1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest
(within the meaning of Regulation §2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee
for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate
recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but
not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to Plan loans,
including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and
principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and
procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or record
keeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time
examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary,
the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest
in the accounts of a Member to whom a loan is made. The Employer shall indemnify and hold the Trustee and its directors, officers
and Employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees,
arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with
respect to Member loans and this indemnification shall survive the termination of this Agreement;



 


		(6)	Deposit cash in interest bearing accounts in the banking department of the Trustee, the Employer (provided that the Employer
meets the requirements of §408(b)(4) of ERISA) or an affiliated banking organization of the Trustee or the Employer; and



 




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		(7)	Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate.
The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust
not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the
collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective
investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated
herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the
Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined
in accordance with generally recognized valuation procedures. The Employer expressly understands and agrees that any such collective
investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective
investment fund trustee will receive Compensation from the borrowers for the lending of securities that is separate from any Compensation
of the Trustee hereunder, or any Compensation of the collective investment fund trustee for the management of such fund;



 


		(8)	For the purposes of the fund, to borrow money from any person or persons, to issue the Fund's promissory note or notes therefore,
and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.



 


		(C)	Standard of Care



 


The Trustee shall discharge its duties under this
Agreement with the care and skill required under ERISA with respect to its duties. The Trustee shall not be responsible for the
title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this
Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other
instrument believed by it to be genuine and delivered by the proper party or parties. The duties of the Trustee shall only be those
specifically undertaken pursuant to this Agreement or by separate written agreement.


 


		(D)	Force Majeure



 


The Trustee shall not be responsible or liable for
any losses to the Fund resulting from nationalization, expropriation, devaluation, seizure, or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency
restrictions, exchange controls, levies or other charges affecting the Fund's property; or acts of war, terrorism, insurrection
or revolution; or acts of God; or any other similar event beyond the control of the Trustee or its agents. This Section shall survive
the termination of this Agreement.


 


		Section 9.3	Powers and Duties of Custodian



 


If there is a discretionary Trustee, the Employer may appoint
a custodian. A custodian has the same powers, rights and duties as a nondiscretionary Trustee. Any reference in the Plan to a Trustee
also is a reference to a custodian unless the context of the Plan indicates otherwise. A limitation of the Trustee=s liability
by Plan provision also acts as a limitation of the custodian=s liability. Any action taken by the custodian at the discretionary
Trustee=s direction satisfied any provision in the Plan referring to the Trustee taking that action. The resignation or removal
of the custodian shall be made in accordance with Section 9.6 as though the custodian were a Trustee.


 


		Section 9.4	Trustee’s Compensation, Expenses, Taxes and
Indemnification



 


The Trustee shall be entitled to Compensation for services under
this Plan as mutually agreed by the Employer and the Trustee, unless already receiving full time Compensation from the Employer.
The Trustee shall also be entitled to reimbursement for reasonable expenses incurred by it in the discharge of its duties under
this Plan. Consistent with applicable law, the Trustee is authorized to charge and collect from the Fund any and all such fees
and expenses to the extent such fees and expenses are not paid directly by the Employer, another Employer or by Pentegra (acting
on behalf of the Employer or such other Employer).


 




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All amounts (including taxes) paid from the Trust Fund which
are allocable to an Investment Fund shall be charged to such Investment Fund in accordance with this Plan. All such expenses which
are not so allocable shall be charged against each of the Investment Funds in the same proportion as the value of the total assets
held in such Investment Fund bears to the value of the total assets in the Fund.


 


To the extent the Trustee advances funds to the Fund for disbursements
or to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from the Fund an amount equal to
what would have been earned on the sums advanced (an amount approximating the "federal funds" interest rate).


 


To the extent that the Employer or Named Fiduciary has provided
necessary information to the Trustee, the Trustee shall use reasonable efforts to assist the Employer or the Named Fiduciary with
respect to any tax obligations. The Employer or Named Fiduciary shall notify the Trustee of any tax obligations. Notwithstanding
the foregoing, the Trustee shall have no responsibility or liability for any tax obligations now or hereafter imposed on any Employer
or the Fund by any taxing authorities, domestic or foreign, except as provided by applicable law.


 


To the extent the Trustee is responsible under any applicable
law for any tax obligation, the Employer or the Named Fiduciary shall inform the Trustee of all tax obligations, shall direct the
Trustee with respect to the performance of such tax obligations, and shall provide the Trustee with all information required by
the Trustee to meet such tax obligations. All such tax obligations shall be paid from the Trust Fund unless paid by the Employer
or another Employer.


 


The Employer shall indemnify and hold harmless the Trustee and
its directors, officers and Employees from all claims, liabilities, losses, damages and expenses, including reasonable attorneys'
fees and expenses, incurred by the Trustee in connection with this Plan, except those resulting from the Trustee's gross negligence,
bad faith or willful misconduct. This indemnification (as well as any other indemnification in this Plan) shall survive the termination
of this Plan. If the Trustee is acting as a successor trustee or succeeds to responsibilities hereunder for trusteeship of Plan
assets with respect to the Trust Fund (or any portion thereof), the Employer hereby agrees to hold the Trustee harmless from and
against any tax, claim, liability, loss, damage or expense incurred by or assessed against it as such successor as a direct or
indirect result of any act or omission of a predecessor trustee or any other person under the Plan, except for such taxes, claims,
liabilities, losses, damages or expenses attributable to the Trustee's own gross negligence, bad faith or willful misconduct.


 


		Section 9.5	Reporting and Recordkeeping



 


The Trustee shall keep full and accurate records of all receipts,
investments, disbursements, and other transactions hereunder, including such specific records as may be agreed upon in writing
between the Employer and the Trustee. Within ninety (90) days after the end of each fiscal year of the Trust or within ninety (90)
days after its removal or resignation or the termination of this Plan, the Trustee shall file with the Employer a written account
of the administration of the Fund showing all transactions effected by the Trustee and all property held by the Fund at its fair
market value for the accounting period. If, within ninety (90) days after the Trustee mails such account to the Employer, the Employer
has not given the Trustee written notice of any exception or objection thereto, the statement shall be deemed to have been approved,
and in such case, the Trustee shall not be liable for any matters in such statements. Upon prior written notice, the Employer or
its agent shall have the right at its own expense to inspect the Trustee's books and records directly relating to the Fund during
normal business hours. If for any reason the Trustee fails to file an account required of the Trustee within the applicable times
specified hereunder, such account shall be filed by the Trustee after the expiration of such time as soon as is reasonably practicable.
To the extent that the Trustee shall be required to value the assets of the Fund, the Trustee may rely for all purposes of this
Plan upon any certified appraisal or other form of valuation submitted by the Named Fiduciary, Pentegra, any investment manager
or other third party appointed by the Named Fiduciary. Nothing in this Section shall impair Trustee's right to judicial settlement
of any account rendered by it. In any such proceeding the only necessary parties shall be the Trustee, the Employer and any other
party whose participation is required by law, and any judgment, decree or final order entered shall be conclusive on all persons
having an interest in the trust. The fiscal year of the Trust shall be the Plan Year as established under the terms of the Plan.


 




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The duties of the Trustee shall be limited to the assets held
in the Fund, and the Trustee shall have no duties with respect to assets held by any other person including, without limitation,
any other trustee for the Plan unless otherwise agreed in writing. The Employer hereby agrees that the Trustee shall not serve
as, and shall not be deemed to be, a co-trustee under any circumstances. The Named Fiduciary may request the Trustee to perform
a recordkeeping service with respect to property held by others and not otherwise subject to the terms of this Plan. To the extent
the Trustee shall agree to perform this service, its sole responsibility shall be to accurately reflect information on its books
which it has received from the Named Fiduciary.


 


		Section 9.6	Amendment, Termination, Resignation and Removal



 


The provisions of this Section 9 may be amended by written agreement
signed by the Employer and the Trustee. This Plan may be terminated at any time by the Employer by written instrument delivered
to the Trustee. Thereafter, the Trustee shall distribute all assets of the Fund, less any fees and expenses payable from the Fund
with respect to the Plan, pursuant to instructions of the Named Fiduciary. The Trustee may condition its delivery, transfer or
distribution of any assets upon the Trustee's receiving assurances reasonably satisfactory to it that the approval of appropriate
governmental or other authorities has been secured and that all notices and other procedures required by applicable law have been
complied with. The Trustee shall be entitled to assume that such distributions are in full compliance with and not in violation
of the terms of the Plan or any applicable law.


 


The Trustee may be removed with respect to all or part of the
Fund upon receipt of sixty (60) days' written notice (unless a shorter or longer period is agreed upon) from the Employer. The
Trustee may resign as Trustee hereunder upon sixty (60) days' written notice (unless a shorter or longer period is agreed upon)
delivered to the Employer. In the event of such removal or resignation, a successor trustee will be appointed and the retiring
Trustee shall transfer the Fund, less such amounts as may be reasonable and necessary to cover its Compensation and expenses. In
the event the Employer fails to appoint a successor trustee within sixty (60) days of receipt of written notice of resignation,
the Trustee reserves the right to seek the appointment of a successor trustee from a court of competent jurisdiction. The Trustee
shall have no duties, responsibilities or liability with respect to the acts or omissions of any successor trustee.


 


The Trustee reserves the right to retain such property as is
not suitable for distribution or transfer at the time of the termination of a Plan or this Agreement and shall hold such property
for the benefit of those persons or other entities entitled to such property until such time as the Trustee is able to make distribution.
Upon the appointment and acceptance of a successor trustee, the Trustee's sole duties shall be those of a custodian with respect
to any property not transferred to the successor trustee.


 




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ARTICLE X


ADMINISTRATION OF PLAN AND ALLOCATION
OF RESPONSIBILITIES


 


		Section 10.1	Fiduciaries



 


		(A)	The following persons are Fiduciaries under the Plan.



 


		(1)	The Trustee,



 


		(2).	The Employer,



 





		(3)	The Plan Administrator or committee, appointed by the Employer pursuant to this Article IX of the Plan and designated as the
"Named Fiduciary" of the Plan and the Plan Administrator, and





 





		(4)	Any Investment Manager appointed by the Employer as provided in Section 9.4.


 





		(B)	Each of said Fiduciaries shall be bonded to the extent
required by ERISA.



 


		(C)	The TPA is not intended to have the authority or responsibilities which would cause it to be considered a Fiduciary with respect
to the Plan unless the TPA otherwise agrees to accept such authority or responsibilities in a service agreement or otherwise in
writing.



 


		Section 10.2	Allocation of Responsibilities Among the Fiduciaries



 


		(A)	The Trustee



 


Employer shall either enter into
one or more Trust Agreements with a Trustee or Trustees selected by the Employer.


 


The Trust established under any such agreement shall
be a part of the Plan and shall provide that all funds received by the Trustee as contributions under the Plan and the income therefrom
(other than such part as is necessary to pay the expenses and charges referred to in Paragraph (b) of this Section) shall be held
in the Trust Fund for the exclusive benefit of the Members or their Beneficiaries, and managed, invested and reinvested and distributed
by the Trustee in accordance with the Plan.


 


Sums received for investment may be invested (i) wholly
or partly through the medium of any common, collective or commingled trust fund maintained by a bank or other financial institution
and which is qualified under Code Sections 401(a) and 501(a) and constitutes a part of the Plan; (ii) wholly or partly through
the medium of a group annuity or other type of contract issued by an insurance company and constituting a part of the Plan, and
utilizing, under any such contract, general, commingled or individual investment accounts; or (iii) wholly or partly in securities
issued by an investment company registered under the Investment Company Act of 1940.


 


Subject to the provisions of Article XI, the Employer
may from time to time and without the consent of any Member or Beneficiary (a) amend the Trust Agreement or any such insurance
contract in such manner as the Employer may deem necessary or desirable to carry out the Plan, (b) remove the Trustee and designate
a successor Trustee upon such removal or upon the resignation of the Trustee, and (c) provide for an alternate funding agency under
the Plan.


 


The Trustee shall make payments under the Plan only
to the extent, in the amounts, in the manner, at the time, and to the persons as shall from time to time be set forth and designated
in written authorizations from the Plan Administrator or TPA. The Trustee shall from time to time charge against and pay out of
the Trust Fund taxes of any and all kinds whatsoever which are levied or assessed upon or become payable in respect of such Fund,
the income or any property forming a part thereof, or any security transaction pertaining thereto. To the extent not paid by the
Employer, the Trustee shall also charge against and pay out of the Trust Fund other expenses incurred by the Trustee in the performance
of its duties under the Trust, the expenses incurred by the TPA in the performance of its duties under the Plan (including reasonable
Compensation for agents and cost of services rendered in respect of the Plan), such Compensation of the Trustee as may be agreed
upon from time to time between the Employer and the Trustee, and all other proper charges and disbursements of the Trustee, the
Employer, or the Plan Administrator.


 




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		(B)	The Employer



 


The Employer shall be responsible
for all functions assigned or reserved to it under the Plan and any related Trust Agreement. Any authority so assigned or reserved
to the Employer, other than responsibilities assigned to the Plan Administrator, shall be exercised by resolution of the Employer’s
Board of Directors and shall become effective with respect to the Trustee upon written notice to the Trustee signed by the duly
authorized officer of the Board advising the Trustee of such exercise. By way of illustration and not by limitation, the Employer
shall have authority and responsibility to perform the following acts:


 


		(1)	Amend the Plan;



 


		(2)	Merge and consolidate the Plan with all or part of
the assets or liabilities of any other plan;



  


		(3)	Appoint, remove and replace the Trustee and the Plan
Administrator and to monitor their performances;





 


		(4)	Appoint, remove and replace one or more Investment
Managers, or to refrain from such appointments, and to monitor their performances;



 


		(5)	Communicate such information to the Plan Administrator,
TPA, Trustee and Investment Managers as they may need for the proper performance of their duties; and



 


		(6)	Perform such additional duties as are imposed by law.



 


Whenever, under the terms of this Plan, the Employer
is permitted or required to do or perform any act, it shall be done and performed by an officer thereunto duly authorized by such
Employer’s Board of Directors.


 


		(C)	The Plan Administrator



 


The Plan Administrator shall have responsibility and
discretionary authority to control the operation and administration of the Plan in accordance with the provisions of Article IX
of the Plan, including, without limiting, the generality of the foregoing:


 





		(1)	Determination of eligibility for benefits and the amount and certification thereof to the Trustee;


 





		(2)	Hiring of persons to provide necessary services to the Plan;


 





		(3)	Issuance of directions to the Trustee to pay any fees, taxes, charges or other costs incidental to the operation and management
of the Plan;





 


		(4)	Preparation and filing of all reports required to be filed with respect to the Plan with any governmental agency;








 


		(5)	Compliance with all disclosure requirements imposed
by state or federal law; and



 





		(6)	To act as the named fiduciary responsible for communicating
with Members as needed to maintain Plan compliance with Section 404(c) of ERISA (If the Employer elects in the Adoption Agreement
to comply with 404(c) of ERISA) including, but not limited to the receipt and transmission of Member’s directions as to
investment of the accounts under the Plan and the formation of policies, rules, and procedures pursuant to which Member’s
may give investment instructions with respect to the investment of their Account(s).


  







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		(D)	The Investment Manager



 


Any Investment Manager appointed pursuant to Section
9.4 shall have sole responsibility for the investment of the portion of the assets of the Trust Fund to be managed and controlled
by such Investment Manager. An Investment Manager may place orders for the purchase and sale of securities directly with brokers
and dealers.


 


		Section 10.3	No Joint Fiduciary Responsibilities



 


This Article IX is intended to allocate to each Fiduciary the
individual responsibility for the prudent execution of the functions assigned to him, and none of such responsibilities or any
other responsibilities shall be shared by two or more of such Fiduciaries unless such sharing is provided by a specific provision
of the Plan or any related Trust Agreement. Whenever one Fiduciary is required to follow the directions of another Fiduciary, the
two Fiduciaries shall not be deemed to have been assigned a shared responsibility, but the responsibility of the Fiduciary giving
the directions shall be deemed his sole responsibility, and the responsibility of the Fiduciary receiving those directions shall
be to follow them insofar as such instructions are on their face proper under applicable law. To the extent that fiduciary responsibilities
are allocated to an Investment Manager, such responsibilities are so allocated solely to such Investment Manager alone, to be exercised
by such Investment Manager alone and not in conjunction with any other Fiduciary, and the Trustee shall be under no obligation
to manage any asset of the Trust Fund which is subject to the management of such Investment Manager.


 


		Section 10.4	Investment Manager



 


The Employer may appoint a qualified Investment Manager or Managers
to manage any portion or all of the assets of the Trust Fund. For the purpose of this Plan and the related Trust, a "qualified
Investment Manager" means an individual, firm or corporation who has been so appointed by the Employer to serve as Investment
Manager hereunder, and who is and has acknowledged in writing that he is (a) a Fiduciary with respect to the Plan, (b) bonded as
required by ERISA, and (c) either (i) registered as an investment advisor under the Investment Advisors Act of 1940, (ii) a bank
as defined in said Act, or (iii) an insurance company qualified to perform investment management services under the laws of more
than one state of the United States.


 


Any such appointment shall be by a vote of the Board of Directors
of the Employer naming the Investment Manager so appointed and designating the portion of the assets of the Trust Fund to be managed
and controlled by such Investment Manager. Said vote shall be evidenced by a certificate in writing signed by the duly authorized
officer of the Board and shall become effective on the date specified in such certificate but not before delivery to the Trustee
of a copy of such certificate, together with a written acknowledgment by such Investment Manager of the facts specified in the
second sentence of this Section.


 


		Section 10.5	Advisor to Fiduciary



 


A Fiduciary may employ one or more persons to render advice
concerning any responsibility such Fiduciary has under the Plan and related Trust Agreement.


 


		Section 10.6	Service in Multiple Capacities



 


Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan, specifically including service both as Plan Administrator and as a Trustee of the Trust; provided,
however, that no person may serve in a fiduciary capacity who is precluded from so serving pursuant to Section 411 of ERISA.


 


		Section 10.7	Appointment of Plan Administrator



 


The Employer shall designate the Plan Administrator in the Adoption
Agreement. The Plan Administrator may be an individual, a committee of two or more individuals, whether or not, in either such
case, the individual or any of such individuals are Employees of the Employer, a consulting firm or other independent agent, the
Trustee (with its consent), the Board of the Employer, or the Employer itself. Except as the Employer shall otherwise expressly
determine, the Plan Administrator shall be charged with the full power and responsibility for administering the Plan in all its
details. If no Plan Administrator has been appointed by the Employer, or if the person designated as Plan Administrator is not
serving as such for any reason, the Employer shall be deemed to be the Plan Administrator. The Plan Administrator may be removed
by the Employer or may resign by giving written notice to the Employer, and, in the event of the removal, resignation, death or
other termination of service of the Plan Administrator, the Employer shall, as soon as is practicable, appoint a successor Plan
Administrator, such successor thereafter to have all of the rights, privileges, duties and obligations of the predecessor Plan
Administrator.


 




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		Section 10.8	Powers of the Plan Administrator



 


The Plan Administrator is hereby vested with all powers
and authority necessary in order to carry out its duties and responsibilities in connection with the administration of the Plan
as herein provided, and is authorized to make such rules and regulations as it may deem necessary to carry out the provisions of
the Plan and the Trust Agreement. The Plan Administrator may from time to time appoint agents to perform such functions involved
in the administration of the Plan as it may deem advisable. The Plan Administrator shall have the discretionary authority to determine
any questions arising in the administration, interpretation and application of the Plan, including any questions submitted by the
Trustee on a matter necessary for it to properly discharge its duties; and the decision of the Plan Administrator shall be conclusive
and binding on all persons.


 


		Section 10.9	Duties of the Plan Administrator



 


The Plan Administrator shall keep on file a copy of the Plan
and the Trust Agreement(s), including any subsequent amendments, and all annual reports of the Trustee(s), and such annual reports
or registration statements as may be required by the laws of the United States, or other jurisdiction, for examination by Members
in the Plan during reasonable business hours. Upon request by any Member, the Plan Administrator shall furnish him with a statement
of his interest in the Plan as determined by the Plan Administrator as of the close of the preceding Plan Year.


 


		Section 10.10	Action by the Plan Administrator



 


In the event that there shall at any time be two or more persons
who constitute the Plan Administrator, such persons shall act by concurrence of a majority thereof.


 


		Section 10.11	Discretionary Action



 


Wherever, under the provisions of this Plan, the Plan Administrator
is given any discretionary power or powers, such power or powers shall not be exercised in such manner as to cause any discrimination
prohibited by the Code in favor of or against any Member, Employee or class of Employees. Any discretionary action taken by the
Plan Administrator hereunder shall be consistent with any prior discretionary action taken by it under similar circumstances and
to this end the Plan Administrator shall keep a record of all discretionary action taken by it under any provision hereof.


 


		Section 10.12	Compensation and Expenses of Plan Administrator



 


Employees of the Employer shall serve without Compensation for
services as Plan Administrator, but all expenses of the Plan Administrator shall be paid by the Employer or in accordance with
Section 10.2. Such expenses shall include any expenses incidental to the functioning of the Plan, including, but not limited to,
attorney's fees, accounting and clerical charges, and other costs of administering the Plan. Non-Employee Plan Administrators shall
receive such Compensation as the Employer shall determine.


 


		Section 10.13	Reliance on Others



 


The Plan Administrator and the Employer shall be entitled to
rely upon all valuations, certificates and reports furnished by the Trustee(s), upon all certificates and reports made by an accountant
or actuary selected by the Plan Administrator and approved by the Employer and upon all opinions given by any legal counsel selected
by the Plan Administrator and approved by the Employer, and the Plan Administrator and the Employer shall be fully protected in
respect of any action taken or suffered by them in good faith in reliance upon such Trustee(s), accountant, actuary or counsel
and all action so taken or suffered shall be conclusive upon each of them and upon all Members, retired Members, and Former Members
and their Beneficiaries, and all other persons.


 




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		Section 10.14	Self Interest



 


No person who is the Plan Administrator shall have any right
to decide upon any matter relating solely to himself or to any of his rights or benefits under the Plan. Any such decision shall
be made by another Plan Administrator or the Employer.


 


		Section 10.15	Personal Liability - Indemnification



 


The Plan Administrator shall not be personally liable by virtue
of any instrument executed by him or on his behalf. Neither the Plan Administrator, the Employer, nor any of its officers or directors
shall be personally liable for any action or inaction with respect to any duty or responsibility imposed upon such person by the
terms of the Plan unless such action or inaction is judicially determined to be a breach of that person's fiduciary responsibility
with respect to the Plan under any applicable law. The limitation contained in the preceding sentence shall not, however, prevent
or preclude a compromise settlement of any controversy involving the Plan, the Plan Administrator, the Employer, or any of its
officers and directors. The Employer may advance money in connection with questions of liability prior to any final determination
of a question of liability. Any settlement made under this Article IX shall not be determinative of any breach of fiduciary duty
hereunder.


 


The Employer will indemnify every person who is or was a Plan
Administrator, officer or member of the Board or a person who provides services without Compensation to the Plan for any liability
(including reasonable costs of defense and settlement) arising by reason of any act or omission affecting the Plan or affecting
the Member or Beneficiaries thereof, including, without limitation, any damages, civil penalty or excise tax imposed pursuant to
ERISA; provided (1) that the act or omission shall have occurred in the course of the person's service as Plan Administrator, officer
of the Employer or member of the Board or was within the scope of the Employment of any Employee of the Employer or in connection
with a service provided without Compensation to the Plan, (2) that the act or omission be in good faith as determined by the Employer,
whose determination, made in good faith and not arbitrarily or capriciously, shall be conclusive, and (3) that the Employer's obligation
hereunder shall be offset to the extent of any otherwise applicable insurance coverage, under a policy maintained by the Employer,
or any other person, or other source of indemnification.


 


		Section 10.16	Insurance



 


The Plan Administrator shall have the right to purchase such
insurance as it deems necessary to protect the Plan and the Trustee from loss due to any breach of fiduciary responsibility by
any person. Any premiums due on such insurance may be paid from Plan assets provided that, if such premiums are so paid, such policy
of insurance must permit recourse by the insurer against the person who breaches his fiduciary responsibility. Nothing in this
Article IX shall prevent the Plan Administrator or the Employer, at its, or his, own expense, from providing insurance to any person
to cover potential liability of that person as a result of a breach of fiduciary responsibility, nor shall any provisions of the
Plan preclude the Employer from purchasing from any insurance company the right of recourse under any policy by such insurance
company.


 


		Section 10.17	Claims Procedures



 


Claims for benefits under the Plan shall be filed with the Plan
Administrator on forms supplied by the Employer. Written notice of the disposition of a claim shall be furnished to the claimant
within 90 days after the application thereof is filed unless special circumstances require an extension of time for processing
the claim of up to an additional 90 days. If such an extension of time is required, written notice of the extension shall be furnished
to the claimant prior to the termination of said initial 90-day period, and such notice shall indicate the special circumstances
which make the postponement appropriate.


 




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		Section 10.18	Claims Review Procedures



 


In the event a claim is denied, the reasons for the denial shall
be specifically set forth in the notice described in this Section 10.18 in language calculated to be understood by the claimant.
Pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can request further
consideration and review of the claim will be provided. In addition, the claimant shall be furnished with an explanation of the
Plan's claims review procedures. Any Employee, former Employee, or Beneficiary of either, who has been denied a benefit by a decision
of the Plan Administrator pursuant to Section 10.17 shall be entitled to request the Plan Administrator to give further consideration
to his claim by filing with the Plan Administrator (on a form which may be obtained from the Plan Administrator) a request for
a review of the initial denial of the claim. Such request, together with a written statement of the reasons why the claimant believes
his claim should be allowed, shall be filed with the Plan Administrator no later than 60 days after receipt of the written notification
of claim denial provided for in Section 10.17. The Plan Administrator may, in its sole discretion, then conduct a hearing within
the next 60 days, at which the claimant may be represented by an attorney or any other representative of his choosing and at which
the claimant shall have an opportunity to submit written and oral evidence and arguments in support of his claim. At the hearing
(or prior thereto upon five (5)business days' written notice to the Plan Administrator), the claimant or his representative shall
have an opportunity to review all documents in the possession of the Plan Administrator which are pertinent to the claim at issue
and its disallowance. A final disposition of the claim shall be made by the Plan Administrator within 60 days of receipt of the
appeal unless there has been an extension of 60 days and shall be communicated in writing to the claimant. Such communication shall
be written in a manner calculated to be understood by the claimant and shall include specific reasons for the disposition and specific
references to the pertinent Plan provisions on which the disposition is based. For all purposes under the Plan, such decision on
claims (where no review is requested) and decision on review (where review is requested) shall be final, binding and conclusive
on all interested persons as to participation and benefits eligibility, the amount of benefits and as to any other matter of fact
or interpretation relating to the Plan.


 




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ARTICLE XI


MISCELLANEOUS PROVISIONS


 


		Section 11.1	General Limitations



 


		(A)	In order that the Plan be maintained as a qualified plan and trust under the Code, contributions in respect of a Member shall
be subject to the limitations set forth in this Section, notwithstanding any other provision of the Plan. The contributions in
respect of a Member to which this Section is applicable are his own contributions and/or deferrals and the Employer's contributions.



 


For purposes of this Section 11.1, a Member=s contributions
shall be determined without regard to any rollover contributions as provided in Code Section 402(a)(5).


 


		(B)	Limitations on Allocations



 


		(1)	If the Member does not participate in, another qualified defined contribution plan maintained by the Employer or a welfare
benefit fund, as defined in Code Section 419(e) maintained by the Employer, or an individual medical account, as defined in Code
Section 415(l)(2), maintained by the employer, or a simplified Employee pension, as defined in Code Section 408(k), maintained
by the Employer, which provides an annual addition as defined in paragraph 12, the amount of Annual Additions which may be credited
to the Member's Account for any limitation year will not exceed the lesser of the maximum permissible amount or any other limitation
contained in this Plan. If the Employer contribution that would otherwise be contributed or allocated to the Member's Account would
cause the Annual Additions for the limitation year to exceed the maximum permissible amount, the amount contributed or allocated
will be reduced so that the Annual Additions for the limitation year will equal the maximum permissible amount.



 


		(2)	Prior to determining the Member's actual Compensation for the limitation year, the Employer may determine the maximum permissible
amount for a Member on the basis of a reasonable estimation of the Member's Compensation for the limitation year, uniformly determined
for all Members similarly situated.



 


		(3)	As soon as is administratively feasible after the end of the limitation year, the maximum permissible amount for the limitation
year will be determined on the basis of the Member's actual Compensation for the limitation year.



 


		(4)	If pursuant to paragraph 3 above or as a result of the allocation of forfeitures, there is an excess amount the excess will
be disposed of as follows:



 


		(a)	Any nondeductible voluntary Employee contributions (plus attributable earnings), to the extent they would reduce the excess
amount, will be returned to the Member;



 


		(b)	If after the application of paragraph (a) an excess amount still exists, any elective deferrals (plus attributable earnings),
to the extent they would reduce the excess amount, will be distributed to the Member;



 


		(c)	If after the application of paragraph (b) an excess amount still exists, and the Member is covered by the Plan at the end of
the limitation year, the excess amount in the Member's Account will be used to reduce employer contributions (including any allocation
of forfeitures) for such Member in the next limitation year, and each succeeding limitation year if necessary.



 


		(d)	If after the application of paragraph (b) an excess amount still exists, and the Member is not covered by the Plan at the end
of a limitation year, the excess amount will be held unallocated in a suspense account. The suspense account will be applied to
reduce future employer contributions for all remaining Members in the next limitation year, and each succeeding limitation year
if necessary.



 




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		(e)	If a suspense account is in existence at any time during a limitation year pursuant to this paragraph 4, it will not participate
in the allocation of investment gains and losses. If a suspense account is in existence at any time during a particular limitation
year, all amounts in the suspense account must be allocated and reallocated to Members' accounts before any employer or any Employee
contributions may be made to the Plan for that limitation year. Except as provided in subparagraphs (a) and (b) of this paragraph
(4), excess amounts may not be distributed to Members or former Members .



 


		(5)	This paragraph applies if, in addition to this Plan, the Member is covered under another qualified master or prototype defined
contribution plan maintained by the Employer, a welfare benefit fund maintained by the Employer, an individual medical account
maintained by the Employer, or a simplified Employee pension maintained by the Employer, that provides an annual addition as defined
in paragraph 12, during any limitation year. The Annual Additions which may be credited to a Member's Account under this Plan for
any such limitation year will not exceed the maximum permissible amount reduced by the Annual Additions credited to a Member's
account under the other qualified master and prototype defined contribution plans, welfare benefit funds, individual medical accounts,
and simplified Employee pensions for the same limitation year. If the Annual Additions with respect to the Member under other qualified
master and prototype defined contribution plans, welfare benefit funds, individual medical accounts, and simplified Employee pensions
maintained by the Employer are less than the maximum permissible amount and the employer contribution that would otherwise be contributed
or allocated to the Member's Account under this Plan would cause the Annual Additions for the limitation year to exceed this limitation,
the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the limitation
year will equal the maximum permissible amount. If the Annual Additions with respect to the Member under such other qualified master
and prototype defined contribution plans, welfare benefit funds, individual medical accounts, and simplified Employee pensions
in the aggregate are equal to or greater than the maximum permissible amount, no amount will be contributed or allocated to the
Member's Account under this Plan for the limitation year.



 


		(6)	Prior to determining the Member's actual Compensation
for the limitation year, the Employer may determine the maximum permissible amount for a Member in the manner described in paragraph
2.



 


		(7)	As soon as is administratively feasible after the end
of the limitation year, the maximum permissible amount for the limitation year will be determined on the basis of the Member's
actual Compensation for the limitation year.



 


		(8)	If, pursuant to paragraph 7 or as a result of the allocation of forfeitures, a Member's Annual Additions under this Plan and
such other plans would result in an excess amount for a limitation year, the excess amount will be deemed to consist of the Annual
Additions last allocated, except that Annual Additions attributable to a simplified Employee pension will be deemed to have been
allocated first, followed by Annual Additions to a welfare benefit fund or individual medical account, regardless of the actual
allocation date.



 


		(9)	If an excess amount was allocated to a Member on an allocation date of this Plan which coincides with an allocation date of
another plan, the excess amount attributed to this Plan will be the product of:



 


		(a)	the total excess amount allocated as of such date, times



 


		(b)	the ratio of (i) the Annual Additions allocated to the Member for the limitation year as of such date under this Plan to (ii)
the total Annual Additions allocated to the Member for the limitation year as of such date under this and all the other qualified
master or prototype defined contribution plans.



 


		(10)	Any excess amount attributed to this Plan will be disposed in the manner described in paragraph 4.



 




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		(11)	If the Member is covered under another qualified defined contribution plan maintained by the employer which is not a master
or prototype plan, Annual Additions which may be credited to the Member's Account under this Plan for any limitation year will
be limited in accordance with paragraphs 5 through 10 as though the other plan were a master or prototype plan.



 


		(12)	Definitions



 


		(a)	“Annual Additions.”    The sum of the following amounts credited to a Member's Account for the limitation
year:



 


		(i)	Employer contributions;



 


		(ii)	Employee contributions;



 


		(iii)	Forfeitures;



 


		(iv)	Amounts allocated, after March 31, 1984, to an individual medical account, as defined in Code Section 415(l)(2), which is part
of a pension or annuity plan maintained by the employer are treated as Annual Additions to a defined contribution plan. Also amounts
derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable
to post-retirement medical benefits, allocated to the separate account of a key Employee, as defined in Code Section 419A(d)(3),
under a welfare benefit fund, as defined in Code Section 419(e), maintained by the employer are treated as Annual Additions to
a defined contribution plan; and



 


		(v)	Allocations under a simplified Employee pension. For this purpose, any excess amount applied under paragraphs 4 or 10 in the
limitation year to reduce employer contributions will be considered Annual Additions for such limitation year.



 


		(b)	“Compensation.”



 


		(i)	Compensation will mean Compensation as required to be reported under Code Sections 6041, 6051, and 6052 (Wages, tips and other
Compensation as reported on Form W-2). Compensation is defined as wages within the meaning of Code Section 3401(a) and all other
payments of Compensation to an Employee by the employer (in the course of the employer's trade or business) for which the employer
is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3), and 6052. Compensation must be
determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature
or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).



 


		(ii)	For any self-employed individual, Compensation will mean earned income.



 


		(iii)	For limitation years beginning after December 31, 1991, for purposes of applying the limitations of this article, Compensation
for a limitation year is the Compensation actually paid or made available in gross income during such limitation year. Notwithstanding
the preceding sentence, Compensation for a Member in a defined contribution plan who is permanently and totally disabled (as defined
in Code Section 22(e)(3)) is the Compensation such Member would have received for the limitation year if the Member had been paid
at the rate of Compensation paid immediately before becoming permanently and totally disabled.



 


		(iv)	For limitation years beginning after December 31, 1997, for purposes of applying the limitations of this article, Compensation
paid or made available during such limitation year shall include any elective deferral (as defined in Code Section 402(g)(3)),
and any amount which is contributed or deferred by the employer at the election of the Employee and which is not includible in
the gross income of the Employee by reason of Code Sections 125, 132(f)(4) or 457.



 




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		(c)	“Defined Contribution Dollar Limitation.” $30,000 as adjusted under Code Section 415(d).



 


		(d)	“Employer.” For purposes of this Section, Employer shall mean the employer that adopts this Plan, and all members
of a controlled group of corporations (as defined in Plan 414(b) of the Code as modified by Plan 415(h)), all commonly controlled
trades or businesses (as defined in Plan 414(c) as modified by Plan 415(h)) or affiliated service groups (as defined in Plan 414(m))
of which the adopting employer is a part, and any other entity required to be aggregated with the employer pursuant to regulations
under Plan 414(o) of the Code.



 





		(e)	“Excess Amount.” The excess of the Member's Annual Additions for the limitation year over the maximum permissible
amount.


 








		(f)	“Limitation Year.” The limitation year as specified by the Employer in the Adoption Agreement. All qualified plans
maintained by the employer must use the same limitation year. If the limitation year is amended to a different 12-consecutive month
period, the new limitation year must begin on a date within the limitation year in which the amendment is made.





 





		(g)	“Master or Prototype Plan.” A plan the form of which is the subject of a favorable opinion letter from the Internal
Revenue Service


 








		(h)	“Maximum Permissible Amount.”





 


		(i)	For limitation years beginning on or after January 1, 2002, except for catch-up contributions described in Code Section 414(v),
the annual addition that may be contributed or allocated to a Member’s Account under the Plan for any limitation year shall
not exceed the lesser of:



 


		(A)	$40,000, as adjusted
for increases in the cost of living under Code Section 415(d), or



 


		(B)	100 percent of the Member’s
Compensation for the limitation year.



 


		(i)	The Compensation limitation referred to in (a) shall not apply to any contribution for medical benefits (within the meaning
of Code Sections 401(h) or 419A(f)(2)) which is otherwise treated as an annual addition under Code Sections 415(l)(1) or 419A(d)(2).



 


		(ii)	If a short limitation year is created because of an amendment changing the limitation year to a different 12-consecutive month
period, the maximum permissible amount will not exceed the defined contribution dollar limitation multiplied by the following fraction:



 


Number of months in the short limitation year


                        12.


 


		(13)	Membership in the Plan shall not give any Employee the right to be retained in the Employment of the Employer and shall not
affect the right of the Employer to discharge any Employee.



 


		(14)	Each Member, Spouse and Beneficiary assumes all risk in connection with any decrease in the market value of the assets of the
Trust Fund. Neither the Employer nor the Trustee guarantees that upon withdrawal, the value of a Member=s Account will be equal
to or greater than the amount of the Member=s own deferrals or contributions, or those credited on his behalf in which the Member
has a vested interest, under the Plan.



 




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		(15)	The establishment, maintenance or crediting of a Member's Account pursuant to the Plan shall not vest in such Member any right,
title or interest in the Trust Fund except at the times and upon the terms and conditions and to the extent expressly set forth
in the Plan and the Trust Agreement.



 


		(16)	The Trust Fund shall be the sole source of payments under the Plan and the Employer, Plan Administrator and TPA assume no liability
or responsibility for such payments, and each Member, Spouse or Beneficiary who shall claim the right to any payment under the
Plan shall be entitled to look only to the Trust Fund for such payment.



 


		Section 11.2	Top Heavy Provisions



 


The Plan will be considered a Top Heavy Plan for any Plan Year
if it is determined to be a Top Heavy Plan as of the last day of the preceding Plan Year. The provisions of this Section 11.2 shall
apply and supersede all other provisions in the Plan during each Plan Year with respect to which the Plan is determined to be a
Top Heavy Plan.


 


		(A)	For purposes of this Section 11.2, the following terms shall have the meanings set forth below:



 


		(1)	“Affiliate” shall mean any entity
affiliated with the Employer within the meaning of Code Sections 414(b), 414(c) or 414(m), or pursuant to the IRS Regulations
under Code Section 414(o), except that for purposes of applying the provisions hereof with respect to the limitation on contributions,
Code Section 415(h) shall apply.



 


		(2)	AAggregation Group” shall mean (i) the group composed of each qualified retirement plan of the Employer or an Affiliate
in which at least one (1) Key Employee participates during the Plan Year that contains the Determination Date or any of the four
(4) preceding Plan Years and (ii) any other qualified retirement plan of the Employer or an Affiliate which, during such period,
enables a plan of the Employer or an Affiliate in which a Key Employee participates to satisfy Code Sections 401(a)(4) or 410.
In addition, the TPA, at the direction of the Plan Administrator, may choose to treat any other qualified retirement plan as a
member of the Aggregation Group if such Aggregation Group will continue to satisfy Code Sections 401(a)(4) and 410 with such plan
being taken into account.



 


		(3)	“Key Employee” for Plan Years beginning after December 31, 2001, AKey Employee” shall mean any



 


		(4)	“Determination Date” shall mean, for any Plan Year subsequent to the first Plan Year, the last day of the preceding
Plan Year. For the first Plan Year of the Plan, the Determination Date shall be the last day of that year.



 


		(5)	AKey Employee” for Plan Years beginning after December 31, 2001, AKey Employee” shall mean any Employee or former
Employee (including any deceased Employee)who at any time during the Plan Year that includes the determination date is an officer
of the Employer having an annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning
after December 31, 2002), a 5-percent Owner of the Employer, or a 1 percent owner of the Employer having an annual Compensation
of more than $150,000. For purposes of determining who is a Key Employee pursuant to this Subparagraph (3), Compensation shall
have the meaning prescribed in Code Section 415(c)(3). The determination of who is a Key Employee shall be made in accordance with
Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.



 


		(6)	ANon-Key Employee” shall mean a ANon-Key Employee” as defined in Code Section 416(i)(2) and the IRS Regulations
thereunder.



 


		(7)	ATop Heavy Plan” shall mean a ATop Heavy Plan” as defined in Code Section 416(g) and the IRS Regulations thereunder.



 




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		(B)	Subject to the provisions of Paragraph (C) below, for each Plan Year that the Plan is a Top Heavy Plan, the Employer=s contribution
(including contributions attributable to salary reduction or similar arrangements) allocable to each Employee (or to all eligible
Employees other than Key Employees at the election of the Employer) who has satisfied the eligibility requirement(s) of Article
II, Section 2, and who is in service at the end of the Plan Year, shall not be less than the lesser of (i) 3% of such eligible
Employee=s Compensation (as defined in Section 11.1(B)(12)(b)), or (ii) the percentage at which Employer contributions for such
Plan Year are made and allocated on behalf of the Key Employee for whom such percentage is the highest. For the purpose of determining
the appropriate percentage under clause (ii), all defined contribution plans required to be included in an Aggregation Group shall
be treated as one plan. Clause (ii) shall not apply if the Plan is required to be included in an Aggregation Group which enables
a defined benefit plan also required to be included in said Aggregation Group to satisfy Code Sections 401(a)(4) or 410.



 


If the Plan is a Top Heavy Plan for any Plan Year
and (i) the Employer has elected a vesting schedule under Article VI for an employer contribution type which does not satisfy the
minimum Top Heavy vesting requirements or (ii) if the Employer has not elected a vesting schedule for an employer contribution
type, the vested interest of each Member, who is credited with at least one Hour of Employment on or after the Plan becomes a Top
Heavy Plan, for each employer contribution type in his Account described in clause (i) or (ii) above, shall not be less than the
percentage determined in accordance with the following schedule:


 


	Completed Years of Employment	 	Vested Percentage	 
	 	 	 	 
	Less than 2	 	 	0	%
	2 but less than 3	 	 	20	%
	3 but less than 4	 	 	40	%
	4 but less than 5	 	 	60	%
	5 but less than 6	 	 	80	%
	6 or more	 	 	100	%



 


Notwithstanding the schedule provided above, if the
Plan is a Top Heavy Plan for any Plan Year and if an Employer has elected a cliff vesting schedule for an employer contribution
type described in clause (i) or (ii) above, the vested interest of each Member, who is credited with at least one Hour of Employment
on or after the Plan becomes a Top Heavy Plan, for such employer contribution type in his Account, shall not be less than the percentage
determined in accordance with the following schedule:


 


	Completed Years of Employment	 	Vested Percentage	 
	 	 	 	 
	Less than 3	 	 	0	%
	3 or more	 	 	100	%



 


In the event that an Employer elects, in its Adoption
Agreement, to use the hour of service method for determining vesting service, Year of Service shall be substituted for Year of
Employment for determining vesting under this Article X.


 


Any qualified nonelective contributions described
in Code Section 401(m)(4)(C) shall be treated as employer contributions for purposes of the minimum contribution or benefit requirement
of Code Section 416, even if such contributions are taken into account under the actual deferral percentage test of Code Section
401(k)(3) or under the actual contribution percentage test of Code Section 401(m)(2).


 


Matching contributions allocated to Key Employees
shall be treated as employer contributions for purposes of determining the minimum contribution or benefit under Code Section 416.
However, if the Plan uses contributions allocated to Employees other than Key Employees on the basis of Employee contributions
or elective contributions to satisfy the minimum contribution requirement, these contributions are not treated as matching contributions
for purposes of applying the requirements of Code Sections 401(k) and 401(m) for Plan Years beginning after December 31, 1988.


 


		(C)	The TPA shall, to the maximum extent permitted by the
Code and in accordance with the IRS Regulations, apply the provisions of this Section 11.2 by taking into account the benefits
payable and the contributions made under any other qualified plan maintained by the Employer, to prevent inappropriate omissions
or required duplication of minimum contributions.



 




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		Section 11.3	Information and Communications



 


Each Employer, Member, Spouse and Beneficiary shall be required
to furnish the TPA with such information and data as may be considered necessary by the TPA. All notices, instructions and other
communications with respect to the Plan shall be in such form as is prescribed from time to time by the TPA, shall be mailed by
first class mail or delivered personally, and shall be deemed to have been duly given and delivered only upon actual receipt thereof
by the TPA. All information and data submitted by an Employer or a Member, including a Member=s birth date, marital status, salary
and circumstances of his Employment and termination thereof, may be accepted and relied upon by the TPA. All communications from
the Employer or the Trustee to a Member, Spouse or Beneficiary shall be deemed to have been duly given if mailed by first class
mail to the address of such person as last shown on the records of the Plan.


 


		Section 11.4	Small Account Balances



 


Notwithstanding the foregoing provisions of the Plan, and except
as provided in Section 7.3, if the value of all portions of a Member's Account under the Plan, when aggregated exceeds $500, then
the Account will not be distributed without the consent of the Member prior to age 65 (at the earliest), but if the aggregate value
of all portions of his Account is $500 or less, then his Account will be distributed in cash in a lump sum as soon as practicable
following the termination of Employment by the Member.


 


If the Plan Administrator shall find that any person to whom
any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due him or his estate (unless a prior claim therefore has been made by a duly appointed legal representative)
may be paid to his Spouse, relative or any other person deemed by the Plan Administrator to be a proper recipient on behalf of
such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Trust Fund therefor.


 


		Section 11.5	Amounts Payable to Incompetents, Minors or Estates



 


If the Plan Administrator shall find that any person to whom
any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due him or his estate (unless a prior claim therefore has been made by a duly appointed legal representative)
may be paid to his Spouse, relative or any other person deemed by the Plan Administrator to be a proper recipient on behalf of
such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Trust Fund therefor.


 


Notwithstanding anything herein to the contrary, any amount
payable under the Plan to any individual who has been declared incompetent may only be paid to a court appointed guardian, a valid
power of attorney for said payee, or any other person authorized under state law.


 


		Section 11.6	Non-Alienation of Amounts



 


Except insofar as may otherwise be required by applicable law,
or Article VIII, or pursuant to the terms of a Qualified Domestic Relations Order, no amount payable under the Plan shall be subject
in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance
of any kind, and any attempt to so alienate shall be void; nor shall the Trust Fund in any manner be liable for or subject to the
debts or liabilities of any person entitled to any such amount payable; and further, if for any reason any amount payable under
the Plan would not devolve upon such person entitled thereto, then the Employer, in its discretion, may terminate his interest
and hold or apply such amount for the benefit of such person or his dependents as it may deem proper. For the purposes of the Plan,
a AQualified Domestic Relations Order” means any judgment, decree or order (including approval of a property settlement agreement)
which has been determined by the Plan Administrator, in accordance with procedures established under the Plan, to constitute a
Qualified Domestic Relations Order within the meaning of Code Section 414(p)(1) (or any domestic relations order entered before
January 1, 1985). No amounts may be withdrawn under Article VII, and no loans granted under Article VIII, if the TPA has received
a document which may be determined following its receipt to be a Qualified Domestic Relations Order prior to completion of review
of such order by the Plan Administrator within the time period prescribed for such review by the IRS Regulations.


 




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		Section 11.7	Unclaimed Amounts Payable



 


If the TPA cannot ascertain the whereabouts of any person to
whom an amount is payable under the Plan, and if, after five (5)years from the date such payment is due, a notice of such payment
due is mailed to the address of such person, as last shown on the records of the Plan, and within three (3)months after such mailing
such person has not filed with the TPA or Plan Administrator written claim therefore, the Plan Administrator may direct in accordance
with ERISA that the payment (including the amount allocable to the Member=s contributions) be cancelled, and used in abatement
of the Plan=s administrative expenses, provided that appropriate provision is made for re-crediting the payment if such person
subsequently makes a claim therefore.


 


		Section 11.8	Leaves of Absence



 


		(A)	If the Employer's personnel policies allow leaves of absence for all similarly situated Employees on a uniformly available
basis under the circumstances described in Paragraphs (B)(1)-(4) below, then contribution allocations and vesting service will
continue to the extent provided in Paragraphs (B)(1)-(4).



 


		(B)	For purposes of the Plan, there are four types of approved Leaves of Absence:



 


		(1)	Nonmilitary leave granted to a Member for a period not in excess of one year during which service is recognized for vesting
purposes and the Member is entitled to share in any supplemental contributions under Article III or forfeitures under Article VI,
if any, on a pro-rata basis, determined by the Salary earned during the Plan Year or Contribution Determination Period; or



 


		(2)	Nonmilitary leave or layoff granted to a Member for a period not in excess of one year during which service is recognized for
vesting purposes, but the Member is not entitled to share in any contributions or forfeitures as defined under (1) above, if any,
during the period of the leave; or



 


		(3)	To the extent not otherwise required by applicable law, military or other governmental service leave granted to a Member from
which he returns directly to the service of the Employer. Under this leave, a Member may not share in any contributions or forfeitures
as defined under (1) above, if any, during the period of the leave, but vesting service will continue to accrue; or



 


		(4)	To the extent not otherwise required by applicable law, a military leave granted at the option of the Employer to a Member
who is subject to military service pursuant to an involuntary call-up in the Reserves of the U.S. Armed Services from which he
returns to the service of the Employer within 90 days of his discharge from such military service. Under this leave, a Member is
entitled to share in any contributions or forfeitures as defined under (1) above, if any, and vesting service will continue to
accrue. Notwithstanding any provision of the Plan to the contrary, if a Member has one or more loans outstanding at the time of
this leave, repayments on such loan(s) may be suspended, if the Member so elects, until such time as the Member returns to the
service of the Employer or the end of the leave, if earlier.



 


		(C)	Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contribution allocations and vesting
service with respect to qualified military service will be provided in accordance with Code Section 414(u). Loan repayments will
be suspended under this Plan as permitted under Code Section 414(u)(4) during such period of qualified military service.



 


		Section 11.9	Return of Contributions to Employer



 


		(A)	In the case of a contribution that is made by an Employer by reason of a mistake of fact, the Employer may request the return
to it of such contribution within one year after the payment of the contribution, provided such refund is made within one year
after the payment of the contribution.



 




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		(B)	In the case of a contribution made by an Employer or a contribution otherwise deemed to be an Employer contribution under the
Code, such contribution shall be conditioned upon the deductibility of the contribution by the Employer under Code Section 404.
To the extent the deduction for such contribution is disallowed, in accordance with IRS Regulations, the Employer may request the
return to it of such contribution within one year after the disallowance of the deduction.



 


		(C)	In the event that the IRS determines that the Plan is not initially qualified under the Code, any contribution made incident
to that initial qualification by the Employer must be returned to the Employer within one year after the date the initial qualification
is denied, but only if the application for the qualification is made by the time prescribed by law for filing the Employer's return
for the taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe.



 


The contributions returned under (A), (B) or (C) above may not
include any gains on such excess contributions, but must be reduced by any losses.


 


		Section 11.10	Controlling Law



 


The Plan and all rights thereunder shall be governed by and
construed in accordance with ERISA and the laws of the State of New York, without regard to the principles of the conflicts of
laws thereof.


 




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ARTICLE XII


AMENDMENT & TERMINATION


 


		Section 12.1	General



 


While the Plan is intended to be permanent, the Plan may be
amended or terminated completely by the Employer at any time by appropriate action of its Board of Directors. Except where necessary
to qualify the Plan or to maintain qualification of the Plan, no amendment shall reduce any interest of a Member existing prior
to such amendment. Subject to the terms of the Adoption Agreement, written notice of such amendment or termination as resolved
by the Employer’s Board of Directors shall be given to the Trustee, the Plan Administrator and the TPA. Such notice shall
set forth the effective date of the amendment or termination or cessation of contributions.


 


If the Employer=s plan fails to attain or retain qualification,
such plan will no longer participate in this master/prototype plan and will be considered an individually designed plan.


 


		Section 12.2	Termination of Plan and Trust



 


This Plan and any related Trust Agreement shall in any event
terminate whenever all property held by the Trustee shall have been distributed in accordance with the terms hereof.


 


		Section 12.3	Liquidation of Trust Assets in the Event of Termination



 


In the event that the Employer's Board of Directors shall decide
to terminate the Plan, or, in the event of complete cessation of Employer contributions, the rights of Members to the amounts standing
to their credit in their Accounts shall be deemed fully vested and the Plan Administrator shall direct the Trustee to either continue
the Trust in full force and effect and continue so much of the Plan in full force and effect as is necessary to carry out the orderly
distribution of benefits to Members and their Beneficiaries upon retirement, Disability, death or termination of Employment; or
(a) reduce to cash such part or all of the Plan assets as the Plan Administrator may deem appropriate; (b) pay the liabilities,
if any, of the Plan; (c) value the remaining assets of the Plan as of the date of notification of termination and proportionately
adjust Members' Account balances; (d) distribute such assets in cash to the credit of their respective Accounts as of the notification
of the termination date; and (e) distribute all balances which have been segregated into a separate fund to the persons entitled
thereto; provided that no person in the event of termination shall be required to accept distribution in any form other than cash.


 


		Section 12.4	Partial Termination



 


The Employer may terminate the Plan in part without causing
a complete termination of the Plan. In the event a partial termination occurs, the Plan Administrator shall determine the portion
of the Plan assets attributable to the Members affected by such partial termination and the provisions of Section 12.3 shall apply
with respect to such portion as if it were a separate fund.


 


		Section 12.5	Power to Amend



 


		(A)	Subject to Section 12.6, the Employer, through its Board of Directors, shall have the power to amend the Plan in any manner
which it deems desirable, including, but not by way of limitation, the right to change or modify the method of allocation of contributions,
to change any provision relating to the distribution of payment, or both, of any of the assets of the Trust Fund. Further, the
Employer may (i) change the choice of options in the Adoption Agreement; (ii) add overriding language in the Adoption Agreement
when such language is necessary to satisfy Code Sections 415 or 416 because of the required aggregation of multiple plans; and
(iii) add certain model amendments published by the IRS which specifically provide that their adoption will not cause the Plan
to be treated as individually designed. An Employer that amends the Plan for any other reason, will be considered to have an individually
designed plan.



 




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Any amendment shall become effective upon the vote
of the Board of Directors of the Employer, unless such vote of the Board of Directors of the Employer specifies the effective date
of the amendment.


 


			Such effective date of the amendment may be made retroactive to the vote of the Board of Directors, to the extent permitted
by law.



 


		(B)	The Employer expressly recognizes the authority of the Sponsor, Pentegra Services, Inc., to amend the Plan from time to time,
except with respect to elections of the Employer in the Adoption Agreement, and the Employer shall be deemed to have consented
to any such amendment. The Employer shall receive a written instrument indicating the amendment of the Plan and such amendment
shall become effective as of the date of such instrument. No such amendment shall in any way impair, reduce or affect any Member's
vested and nonforfeitable rights in the Plan and Trust.



 


		Section 12.6	Solely for Benefit of Members, Terminated Members
and their Beneficiaries



 


No changes may be made in the Plan which shall vest in the Employer,
directly or indirectly, any interest, ownership or control in any of the present or future assets of the Trust Fund.


 


No part of the funds of the Trust other than such part as may
be required to pay taxes, administration expenses and fees, shall be reduced by any amendment or be otherwise used for or diverted
to purposes other than the exclusive benefit of Members, retired Members, Former Members, and their Beneficiaries, except as otherwise
provided in Section 11.9 and under applicable law.


 


No amendment shall become effective which reduces the nonforfeitable
percentage of benefit that would be payable to any Member if his Employment were to terminate and no amendment which modifies the
method of determining that percentage shall be made effective with respect to any Member with at least three Years of Service unless
such member is permitted to elect, within a reasonable period after the adoption of such amendment, to have that percentage determined
without regard to such amendment.


 


		Section 12.7	Successor to Business of the Employer



 


Unless this Plan and the related Trust Agreement be sooner terminated,
a successor to the business of the Employer by whatever form or manner resulting may continue the Plan and the related Trust Agreement
by executing appropriate supplementary agreements and such successor shall thereupon succeed to all the rights, powers and duties
of the Employer hereunder. The Employment of any Employee who has continued in the employ of such successor shall not be deemed
to have terminated or severed for any purpose hereunder if such supplemental agreement so provides.


 


		Section 12.8	Merger, Consolidation and Transfer



 


The Plan shall not be merged or consolidated, in whole or in
part, with any other plan, nor shall any assets or liabilities of the Plan be transferred to any other plan unless the benefit
that would be payable to any affected Member under such plan if it terminated immediately after the merger, consolidation or transfer,
is equal to or greater than the benefit that would be payable to the affected Member under this Plan if it terminated immediately
before the merger, consolidation or transfer.


 


		Section 12.9	Revocability



 


This Plan is based upon the condition precedent that it shall
be approved by the Internal Revenue Service as qualified under Code Section 401(a) and exempt from taxation under Code Section
501(a). Accordingly, notwithstanding anything herein to the contrary, if a final ruling shall be received in writing from the IRS
that the Plan does not initially qualify under the terms of Code Sections 401(a) and 501(a), there shall be no vesting in any Member
of assets contributed by the Employer and held by the Trustee under the Plan. Upon receipt of notification from the IRS that the
Plan fails to qualify as aforesaid, the Employer reserves the right, at its option, to either amend the Plan in such manner as
may be necessary or advisable so that the Plan may so qualify, or to withdraw and terminate the Plan.


 




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Upon the event of withdrawal and termination, the Employer shall
notify the Trustee and provide the Trustee with a copy of such ruling and the Trustee shall transfer, and in accordance with applicable
law, pay over to the Employer (or, as applicable and to the extent attributable to Member after-tax contributions, 401(k) deferrals
or rollover amounts, to the Members) all of the net assets under the Plan which remain after deducting the proper expense of termination
and the Trust Agreement shall thereupon terminate. For purposes of this Article XI, "final ruling" shall mean either
(1) the initial letter ruling from the District Director in response to the Employer's original application for such a ruling,
or (2) if such letter ruling is unfavorable and a written appeal is taken or protest filed within 60 days of the date of such letter
ruling, it shall mean the ruling received in response to such appeal or protest.


 


If the Plan is terminated or otherwise merged with, or its assets
or liabilities are transferred to, another tax-qualified plan, the Plan Administrator shall promptly notify the IRS and such other
appropriate governmental authority as applicable law may require and shall notify the TPA. Neither the Employer nor its Employees
shall make any further contributions under the Plan after the termination merger or transfer date, except that the Employer shall
remit to the TPA a reasonable administrative fee to be determined by the TPA for each Member with a balance in his Account to defray
the cost of implementing the Plan’s termination, merger or transfer. Where the Employer has terminated the Plan pursuant
to this Article, the Employer may elect to transfer assets from the Plan to a successor plan qualified under Code Section 401(a)
in which event the Employer shall remit to the TPA an additional administrative fee to be determined by the TPA to defray the cost
of such transfer transaction.


 




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TRUSTS ESTABLISHED UNDER THE PLAN


 


Assets of the Plan are held in trust under separate Trust Agreements
with the Trustee or Trustees. Any eligible Employee or Member may obtain a copy of these Trust Agreements from the Plan Administrator.


 


IN WITNESS WHEREOF, and as conclusive evidence of the adoption
of the Plan by the Employer, the Employer has caused these presents to be executed on its behalf and its corporate seal to be hereunder
affixed as of the         day of               , 2      .


 


	ATTEST: [EMPLOYER NAME]
	 
	By 	 	 	 
	 	 	 
	Name  	 	 
	 	 	 
	Title  	 	 


 




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	 	Pentegra Services, Inc.
	 	108 Corporate Park Drive
	 	White Plains, NY  10604-3805
	 	Tel:   800-872-3473
	 	Fax:  914-694-9384
















 




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