**Exhibit10.05**

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**California Coastal Communities 401(k) Plan**

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**Nonstandardized401(k) Plan**

 

**ADOPTION AGREEMENT #005**

**NONSTANDARDIZED 401(k) PLAN**

**[*Related Employers only*]**

 

 The undersigned Employer, by executing thisAdoption Agreement, establishes a retirement plan and trust (collectively"Plan") under the Prudential Retirement Prototype Plan (basic plandocument #03). The Employer, subject to the Employer's Adoption Agreementelections, adopts fully the Prototype Plan and Trust provisions. This AdoptionAgreement, the basic plan document and any attached Appendices or agreementspermitted or referenced therein, constitute the Employer's entire plan andtrust document. *All "Election"references within this Adoption Agreement are Adoption Agreement Elections. All"Article" or "Section" references are basic plan documentreferences. Numbers in parentheses which follow election numbers are basic plandocument references.* Where an Adoption Agreement election calls forthe Employer to supply text, the Employer (without altering the content of anyexisting printed text) may lengthen any space or line, or create additionaltiers. When Employer-supplied text uses terms substantially similar to existedprinted options, all clarifications and caveats applicable to the printedoptions apply to the Employer-supplied text unless the context requiresotherwise. The Employer makes the following elections granted under thecorresponding provisions of the basic plan document. 

 

**ARTICLE I**

**DEFINITIONS**

 

1.       EMPLOYER**(1.23)**.

                             Name:  California Coastal Communities, Inc.                                                                                                                                              

          Address:  6 Executive Circle, #250, Irvine, California92614                                                                                                                     

          Phone number:  (949) 250-7783                                                                   

          E-mail *(optional)*:                                                                                          

          Employer's Taxable Year:  ends each December 31                                      

          EIN:  02-0426634                                                                                         

 

2.       PLAN**(1.40)**.

                             Name:  California Coastal Communities 401(k) Plan                                                                                                                                  

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

          Trust EIN *(optional)*:                                                                                     

 

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

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

(a)     **Plan Year***(Choose one of (1) or (2) and choose (3) ifapplicable)*:

(1)     **[X]**    **December31.**

(2)**     [   ]    FiscalPlan Year:** ending:                         .

(3)**     [   ]    ShortPlan Year:** commencing:                          andending:                        .

(b)     **LimitationYear***(Choose one of (1) or (2)and choose (3) if applicable)*:

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

(2)     **[   ]    DifferentLimitation Year:** ending:                         .

(3)     **[   ]    ShortLimitation Year:** commencing:                          andending:                        .

 

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

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

(b)               **[X]**    **RestatedPlan.** The Plan's restated Effective Date is:   January1, 2002  . The Plan's original Effective Date was:   January1, 2000  .

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

 

© 2008 Prudential

 

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(c)                **[   ]    Restatementof surviving and merging plans.**The Plan restates two (or more) plans*(Complete (1) and (2). Choose (3) asapplicable)*:

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

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

(2)               **Mergingplan.** The                                             Plan was or will be merged into this surviving Plan asof:                         .The merging plan's restated Effective Date is:                         . Themerging plan's original Effective Date was:                         .

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

(3)               **[   ]    Additionalmerging plans.** The following additional plans were or will be mergedinto this surviving Plan *(Complete a. and b.as applicable)*: 
|  

Name of  merging plan                                                                                                                                                                                                                                                                                                      |   |  

Merger date |   | Restated

Effective  Date |   | Original

Effective  Date |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|--------|---------------------------|--------|---------------------------|
| a.                                                        |   | ____________        |   | ____________              |   | ____________              |
| b.                                                        |   | ____________        |   | ____________              |   | ____________              |

(d)               **[   ]    SpecialEffective Date for Elective Deferral provisions:**                                                                                                                                

 

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

(a)                **[   ]**    **A discretionary Trustee.** See Section8.02(A).

(b)               **[X]**    **Anondiscretionary (directed) Trustee or Custodian.** See Section 8.02(B).

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

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

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

 

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

 

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

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

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

(c)                **[X]    Matching.** See Sections 1.34and 3.03 and Elections 24-26. [*Note:The Employer may make an Operational QMAC without electing 6(c). See Section3.03(C)(2).*]

(d)               **[X]    Nonelective.** See Sections 1.37and 3.04 and Elections 27-29. [*Note:The Employer may make an Operational QNEC without electing 6(d). See Section3.04(C)(2).*]

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

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

(g)               **[   ]    SIMPLE401(k).** The Plan is a SIMPLE 401(k) Plan. See Section 3.10. TheEmployer operationally will elect for each Plan Year to make a SIMPLE MatchingContribution or a SIMPLE Nonelective Contribution as described in Section3.10(E). The

 

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

(h)               **[   ]    DesignatedIRA.** See Section 3.12 and Election 36.

(i)                  **[   ]**    **None (frozen plan).** The Plan is/was frozeneffective as of:                                               . SeeSections 3.01(J) and 11.04.

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

 

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

(a)     **[X]    Basic Plan.** Disability as definedin Section 1.15(A).

(b)               **[   ]    Describe:**                                                                                                                                                                                                           

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

 

8.       EXCLUDED EMPLOYEES**(1.21(D))**. The following Employees are notEligible Employees but are Excluded Employees *(Chooseone of (a) or (b))*:

 

[*Note:Regardless of the Employer's elections under Election 8: (i) Employees of anyRelated Employers (excluding the Signatory Employer) are Excluded Employeesunless the Related Employer becomes a Participating Employer; and (ii)Reclassified Employees and Leased Employees are Excluded Employees unless theEmployer in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3), and1.23(D).*]

 

(a)                **[   ]**    **No Excluded Employees****.** All Employees are Eligible Employees as to all ContributionTypes.

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

[*Note: For this Election8, unless described otherwise in Election 8(b)(7), Elective Deferrals includesPre-Tax Deferrals, Roth Deferrals, Employee Contributions and Safe HarborContributions. Matching includes all Matching Contributions except Safe HarborMatching Contributions. Nonelective includes all Nonelective Contributions exceptSafe Harbor Nonelective Contributions.*]

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

**             All                                  Elective**

**    Contributions                      Deferrals            Matching        Nonelective**

 

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

designatedContribution Type.                             (SeeElection

                                                                                                 8(a))

(2)     **[X]**    **CollectiveBargaining (union) Employees.**              **[X]**                **OR               [   ]                    [   ]                    [   ]**

As describedin Code §410(b)(3)(A).

See Section1.21(D)(1).

(3)     **[   ]**    **Non-Resident Aliens.** As described inCode             **[   ]**                **OR               [   ]                    [   ]                    [   ]**

§410(b)(3)(C).See Section 1.21(D)(2).

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

as toexclusion of some or all HCEs

from SafeHarbor Contributions.

 

(5)     **[   ]    Hourlypaid Employees.**                                            **[   ]**                **OR               [   ]                    [   ]                    [   ]**

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

See Section1.21(D)(4). A Part-Time, Temporary

or Seasonal Employeeis an Employee

whose regularlyscheduled Service is less than

           *(specify a maximum of 1,000)*

Hours of Service inthe relevant Eligibility

ComputationPeriod.

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

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

 

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

 

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

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

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

**             All                                  Elective**

**    Contributions                      Deferrals            Matching        Nonelective**

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

See Section1.11(B)(1).

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

**Withholding Wages (plus Elective**

**Deferrals).** See Section1.11(B)(2).

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

See Section1.11(B)(3).

[*Note: The Employer may elect an alternative*

*"general 415 Compensation" definition by*

*electing 9(c) and by electing the alternative*

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

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

 

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

 

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

[*Note:The Plan does not take into account Post-Severance Compensation unlessthe Employer elects otherwise in Appendix B or except as otherwise specified ina Plan amendment. For this Election 10, unless described otherwise in Election10(b), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals andEmployee Contributions, Matching includes all Matching Contributions andNonelective includes all Nonelective Contributions.*]

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

**             All                                  Elective**

**    Contributions                      Deferrals            Matching        Nonelective**

(a)     **[X]**    **Pre-EntryCompensation.** Includes *(Choose*

*(1) and (2) as applicable)*:

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

Plan Year which includes the Participant's

Entry Date.

(2)     **[X]**    **ParticipatingCompensation.** Only Participating      **[   ]                OR               [   ]**                    **[   ]**                    **[X]**

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

[*Note: Under a Participating Compensation election, inapplying any Adoption Agreement elected contribution limit or formula, the PlanAdministrator will count only the Participant's Participating Compensation. SeeSection 1.11(H)(1) as to plan disaggregation.*]

(b)               **[   ]**    **Describe Pre-Entry Compensation by Contribution Typeor by Participant group:**                                                                                

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

 

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11.     EXCLUDED COMPENSATION**(1.11(G))**. Apply the following Compensationexclusions to Elections 9 and 10 *(Choose oneof (a) or (b))*:

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

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

[*Note: In a safe harbor401(k) plan, allocations qualifying for the ADP or ACP test safe harbors mustbe based on a non-discriminatory definition of Compensation. If the Planapplies permitted disparity, allocations also must be based on a non-discriminatorydefinition of Compensation if the Plan is to avoid more complex testing.Elections 11(b)(4) through (b)(9) may cause allocation Compensation to fail tobe non-discriminatory. In a non-safe harbor 401(k) plan, Elections11(b)(4) through (b)(9) which result in Compensation failing to be non-discriminatorymay result in more complex nondiscrimination testing. For this Election 11,unless described otherwise in Election 11(b)(9), Elective Deferrals includesPre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matchingincludes all Matching Contributions and Nonelective includes all NonelectiveContributions*.]

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

**             All                                  Elective**

**    Contributions                      Deferrals            Matching        Nonelective**

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

exclusions asto the designated                                    (See

ContributionType(s).                                           Election11(a))

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

(3)     **[   ]    Fringebenefits.** As described in Treas.                      **[   ]                OR              [   ]                     [   ]                    [   ]**

Reg.§1.414(s)-1(c)(3).

 

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

Apply this election to *(Chooseone of a. or b.)*:

a.       **[   ]    AllParticipants.** [*Note: If theEmployer*

*elects Safe HarborContributions under*

*Election 6(e), theEmployer may not*

*elect 11(b)(4)a. tolimit the Safe Harbor*

*Contributionallocation to the NHCEs.*]

b.      **[   ]**    **HCE Participants only.**

 

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

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

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

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

*(If there are Related Employers, choose one or*

*both of a. and b. as applicable)*:

a.       **[   ]**    **Non-Participating.** Compensation paidto        **[   ]                OR              [   ]**                      **[   ]**                  **[   ]**

Employees by a Related Employer that is

not a Participating Employer.

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

Participating Employer, Compensation paid

by any other Participating Employer to its

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

(9)               **[   ]    DescribeCompensation exclusion(s):**                                                                                                                                                   

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

 

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

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

**             All                                                                                    Allocation**

**        Purposes                           Eligibility             Vesting         Conditions**

(a)     **[X]**    **ActualMethod.** See Section 1.31(A)(1).**                             [   ]                OR              [  ]                      [X]                  [X]**

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

*weekly, etc.)*. See Section1.31(A)(2).

(c)     **[X]**    **ElapsedTime Method.** See Section 1.31(A)(3).**                 [   ]                OR              [X]                      [   ]                  [   ]**

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

Actual Methodfor hourly paid Employees

andEquivalency Method:                         

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

(e)                **[   ]**    **Describe method:**                                                                                                                                                                                              

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

 

13.     ELECTIVE SERVICE CREDITING**(1.56(C))**. The Plan must credit RelatedEmployer Service under Section 1.23(C) and also must credit certain PredecessorEmployer/Predecessor Plan Service under Section 1.56(B). The Plan also electsunder Section 1.56(C) to credit as Service the following Predecessor Employerservice *(Choose one of (a) or (b))*:

(a)     **[   ]    Notapplicable.** No elective Predecessor Employer Service creditingapplies.

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

[*Note: Any elective Service crediting under thisElection 13 must be nondiscriminatory*.]

(1)               **[   ]    Allpurposes.** Credit Service for all purposes with PredecessorEmployer(s):                                                                         *(insert asmany names as needed)*.

**                                (1)                       (2)                         (3)**

**                                                                                 Contribution**

**                          Eligibility              Vesting               Allocation**

(2)     **[X]**    **Designatedpurposes.** Credit Service with

the followingPredecessor Employer(s) for

thedesignated purpose(s):
| a. | **Employer:** Koll Company; Koll Management Services,  Inc.; Karsten Realty Advisors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **[X]**              | **[X]**              | **[    ]** |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------|----------------------|----------------------|
| b. | **Employer:**                                                                                                                                                                                                             | ** ** | **[    ]** | **[    ]** | **[    ]** |
| c. | **Employer:**                                                                                                                                                                                                             | ** ** | **[    ]** | **[    ]** | **[    ]** |

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

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

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

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

 

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

 

[*Note: Under Election13(b)(4), the Employer may describe service crediting from the electionsavailable under Elections 13(b)(1) through (3), or a combination thereof as toa Participant group and/or Contribution Type (e.g., For all purposes creditservice with X only on/after 1/1/05 OR Credit all service for all purposes withentities the Employer acquires after 12/31/04 OR Service crediting for XCompany applies only for purposes of Nonelective Contributions and not forMatching Contributions).*]

 

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**ARTICLEII**

**ELIGIBILITYREQUIREMENTS**

 

14.              ELIGIBILITY**(2.01)**. To become a Participant in thePlan, an Eligible Employee must satisfy *(Chooseone of (a) or (b))*:

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

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

 

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

 

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

[*Note: For this Election14, unless described otherwise in Election 14(b)(8)), or the context otherwiserequires, Elective Deferrals includes Pre-Tax Deferrals, Roth ElectiveDeferrals and Employee Contributions, Matching includes all MatchingContributions (except Safe Harbor Matching Contributions under Section3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and Nonelectiveincludes all Nonelective Contributions (except Safe Harbor NonelectiveContributions under Section 3.05(E)(2) and Operational QNECs under Section3.04(C)(2)). Safe Harbor includes Safe Harbor Nonelective and Safe HarborMatching Contributions. If the Employer elects more than one Year of Service asto Additional Matching, the Plan will not satisfy the ACP test safe harbor. SeeSection 3.05(F)(3).*]

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

**                                       ****All****                                                 ****Elective****                                                                                                                                                                             ****Safe**

**           ****Contributions****                ****Deferrals****                  ****Matching****                      ****Nonelective****             ****Harbor**

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

Commencement Date (if that date                                                                          (See Election

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

the next following Plan Entry Date.

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

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

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

Break inService). 100% vesting is required.

[*Note: Two Years of Service does not apply to*

*Elective Deferrals, Safe Harbor Contributions*

*or SIMPLE Contributions.*]

(5)               **[X]**             2  **month(s)***(notexceeding 12 months*                                                              **[X]****                   ****OR****                  ****[   ]****                                                ****[   ]****                                                    ****[   ]****                                                      ****[   ]**

*for Elective Deferrals, Safe Harbor Contributions*

*and SIMPLE Contributions and not exceeding 24*

*months for other contributions)*. If more than 12

months, 100%vesting is required. Service need

not becontinuous (no minimum Hours of Service

required, andis mere passage of time).

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

**of Service in each month***(not exceeding 12*

*months for Elective Deferrals, Safe Harbor*

*Contributions and SIMPLE Contributions and*

*not exceeding 24 months for othercontributions)*.

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

If the Employee does not complete the designated

Hours of Service each month during the specified

monthly time period, the Employee is subject to

the one Year of Service (or two Years of Service

if elect more than 12 months) requirement with

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

months during which the Employee completes the

specified Hours of Service *(Chooseone of a. or b.)*:

a.                    **[   ]**            **Consecutive.** Must beconsecutive.

b.                   **[   ]**            **Notconsecutive.** Need not be consecutive.

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

**time period following the Employee's Employment**

 

7

----

 

**Commencement Date***(notexceeding 12 months for*

*Elective Deferrals, Safe Harbor Contributions and*

*SIMPLE Contributions and not exceeding 24 months*

*for other contributions)*. If more than 12 months,

100% vestingis required. If the Employee does not

complete thedesignated Hours of Service during the

specifiedtime period (if any), the Employee is

subject tothe one Year of Service (or two Years of

Service ifelect more than 12 months) requirement

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

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

(8)               **[   ]**           **Describeeligibility conditions:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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

 

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

 

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

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

(b)               **[   ]****           ****Waiver of eligibility conditions for certain Employees.** For allContribution Types, apply solely to an Eligible Employee employed or reemployedby the Employer after                         *(specify date)*. If the Eligible Employeewas employed or reemployed by the Employer by the specified date, the Employeewill become a Participant on the latest of: (i) the Effective Date; (ii) therestated Effective Date; (iii) the Employee's Employment Commencement Date orRe-Employment Commencement Date; or (iv) on the date the Employee attainsage            *(not exceeding age 21)*.

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

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

[*Note: Under Election 15(c), the Employer may describespecial eligibility Effective Dates as to a Participant group and/orContribution Type (e.g., Eligibility conditions apply only as to NonelectiveContributions and solely as to the Eligible Employees of Division B who werehired or reemployed by the Employer after January 1, 2007).*]

 

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

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

(a)                **[   ]**            **Yearof Service.** An Employee must complete             Hour(s) of Serviceduring the relevant Eligibility Computation Period to receive credit for oneYear of Service under Article II. [*Note: Thenumber may not exceed 1,000. If left blank, the requirement is 1,000 Hours ofService. Under Elections 14(b)(6) and (b)(7) and under Election 14(b)(8) if itincorporates Elections 14(b)(6) or (7), the number is 1,000 and the Employershould not supply any other number in the blank.*]

(b)               **[   ]**            **SubsequentEligibility Computation Periods.** After the Initial EligibilityComputation Period described in Section 2.02(C)(2), the Plan measuresSubsequent Eligibility Computation Periods as *(Chooseone of (1), (2), or (3))*:

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

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

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

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

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

 

8

----

 

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

[*Note: For this Election 17, unless describedotherwise in Election 17(f), Elective Deferrals includes Pre-TaxDeferrals, Roth Elective Deferrals and Employee Contributions, Matchingincludes all Matching Contributions (except Operational QMACs under Section3.03(C)(2)) and Nonelective includes all Nonelective Contributions (exceptOperational QNECs under Section 3.04(C)(2)). Entry as to Prevailing WageContributions is on the Employment Commencement Date unless the Prevailing WageContract provides otherwise. See Section 2.02(D).*]

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

**                                       ****All****                                                                                                  ****Elective**

**           ****Contributions****                                                                  ****Deferrals****                                  ****Matching****                      ****Nonelective**

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

and of the seventh month of the PlanYear.

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

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

(d)               **[X]**            **Thefirst day of each****month**                                                                                                                                            **[X]**                                                 **OR****                                         ****[   ]**                                                                   **[   ]**                                                       **[   ]**

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

or if later, upon satisfaction ofeligibility conditions.

(f)                 **[   ]**            **DescribeEntry Date(s):**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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

 

18.              PROSPECTIVE/RETROACTIVEENTRY DATE**(2.02(D))**.An Employee after satisfying the eligibility conditions in Election 14 willbecome a Participant (unless an Excluded Employee under Election 8) on theEntry Date (if employed on that date) *(Chooseone or more of (a) through (f) as applicable)*:

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

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

**                                       ****All****                                                                                                  ****Elective**

**           ****Contributions****                                                                  ****Deferrals****                                  ****Matching****                      ****Nonelective**

(a)                **[X]**            **Immediatelyfollowing or coincident with** the date                                  **[X]**                                                 **OR****                                         ****[   ]**                                                                   **[   ]**                                                       **[   ]**

the Employeecompletes the eligibility conditions.

(b)**              ****[   ]**            **Immediatelyfollowing** the date the Employee                                                              **[   ]****                                                ****OR****                                         ****[   ]****                                                                  ****[   ]****                                                      ****[   ]**

completes theeligibility conditions.

(c)**               ****[   ]**            **Immediatelypreceding or coincident with** the date                               **N/A**                                             **                                                           ****N/A**                                                               **[   ]**                                                       **[   ]**

the Employeecompletes the eligibility conditions.

(d)**              ****[   ]**            **Immediatelypreceding** the date the Employee                                                           **N/A****                                                                                                        ****N/A****                                                              ****[   ]****                                                      ****[   ]**

completes theeligibility conditions.

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

eligibilityconditions.

(f)                 **[   ]**            **Describeretroactive/prospective entry relative to Entry Date:**                                                                                                                                                                                                                                                                                                                                                      

[*Note: Under Election18(f), the Employer may describe the timing of entry relative to an Entry Datefrom the elections available under Elections 18(a) through (e), or acombination thereof as to a Participant group and/or Contribution Type (e.g.,As to Matching Contributions excluding Additional Matching nearest as toDivision A Employees and immediately following as to Division B Employees).*]

 

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

(a)                **[X]**            **Doesnot apply.**

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

 

9

----

 

(c)                **[   ]**            **Limitedapplication.** Applies to the Plan, but only to a Participant whohas incurred a Severance from Employment.

[*Note: The Plan does notapply the rule of parity under Code §410(a)(5)(D) unless the Employer inAppendix B specifies otherwise. See Section 2.03(D).*]

 

**ARTICLE III**

**PLAN CONTRIBUTIONS AND FORFEITURES**

 

20.              ELECTIVE DEFERRALLIMITATIONS**(3.02(A))**.The following limitations apply to Elective Deferrals under Elections 6(a) and6(b), which are in addition to those limitations imposed under the basic plandocument *(Choose (a) or choose (b) and (c)as applicable)*:

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

[*Note: The Employer under Election 20 may not impose alower deferral limit applicable only to Catch-Up Eligible Participantsand the Employer's elections must be nondiscriminatory. The elected limitsapply to Pre-Tax Deferrals and to Roth Deferrals unless describedotherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough toreceive the maximum Safe Harbor Matching and Additional Matching Contributionunder the plan and must be permitted to defer any lesser amount; and (ii) theEmployer may limit Elective Deferrals to a whole percentage of Compensation orto a whole dollar amount. See Section 1.54(C) as to administrative limitationson Elective Deferrals.*]

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

(1)               **[   ]**           **Maximumdeferral amount.** A Participant's Elective Deferralsmay not exceed:                                            *(specify dollaramount or percentage of Compensation).*

(2)               **[   ]**           **Minimumdeferral amount.** A Participant's Elective Deferralsmay not be less than:                                            *(specify dollaramount or percentage of Compensation)*.

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

**                                                                                                                                                                                                                                                                                                                                                                ****(1)****                                                                                                         ****(2)****                                                                                                         ****(3)**

**                                                                                                                                                                                                                                                                                                           ****Plan Year/Participating****                       ****Payroll period****                                                       ****HCEs only**

**                                                                                                                                                                                                                                                                                                                                  ****Compensation**

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

underElections 20(b)(1) and (2).

b.                   **[   ]**            **Maximumlimit.** The maximum                                                                                    **[   ]****                                                                                                      ****[   ]****                                                                                                      ****[   ]**

amount limitunder Election 20(b)(1).

c.                    **[   ]**            **Minimumlimit.** The minimum                                                                                        **[   ]****                                                                                                      ****[   ]****                                                                                                      ****[   ]**

amount limitunder Election 20(b)(2).

(c)                **[   ]**            **DescribeElective Deferral limitation(s):**                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

[*Note: Under Election20(c), the Employer: (i) may describe limitations on Elective Deferrals fromthe elections available under Elections 20(a) and (b) or a combination thereofas to a Participant group (e.g., No limit applies to Division A Employees.Division B Employees may not defer in excess of 10% of Plan Year Compensation);(ii) may elect a different time period to which the limitations apply; and/or(iii) may apply a different limitation to Pre-Tax Deferrals and to RothDeferrals.*]

 

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

(a)                **[X]****           ****Do not apply.**

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

(1)               **Automatic Deferral Amount.** The Employer, as to each Participantaffected, will withhold as the Automatic Deferral Amount,            % from the Participant'sCompensation each payroll period unless the Participant makes a ContraryElection.

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

a.                    **[   ]**            **AllParticipants.** All Participants, regardless of any prior SalaryReduction Agreement, unless and until they make a Contrary Election after theAutomatic Deferral Effective Date.

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

 

10

----

 

c.                    **[   ]**            **Noexisting Salary Reduction Agreement.** All Participants, except those whohave in effect a Salary Reduction Agreement on the Automatic Deferral EffectiveDate regardless of the Elective Deferral amount under the Agreement.

d.                   **[   ]**            **NewParticipants.** Each Employee whose Entry Date is on or following theAutomatic Deferral Effective Date.

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

a.                    **[   ]****           ****No scheduled increase.** The Automatic Deferral Amountapplies in all Plan Years.

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

Plan Year of application to aParticipant                                                                AutomaticDeferral Amount

                                                                                                                1                                                                                                                                                                                                                       3%

                                                                                                                2                                                                                                                                                                                                                       3%

                                                                                                                3                                                                                                                                                                                                                       4%

                                                                                                                4                                                                                                                                                                                                                       5%

                                                                               5 andthereafter                                                                                                                                                                                     6%

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

Plan Year of application to aParticipant                                                                AutomaticDeferral Amount

                                                                                                                                                                                                                                                                                                                     %

                                                                                                                                                                                                                                                                                                                     %

                                                                                                                                                                                                                                                                                                                     %

                                                                                                                                                                                                                                                                                                                     %

                                                                                                                                                                                                                                                                                                                     %

                                                                                                                                                                                                                                                                                                                     %

                                                                                                                                                                                                                                                                                                                     %

 

(4)               **[   ]****          ****Describe Automatic Deferral:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

[*Note: Under Election21(b)(4), the Employer may describe Automatic Deferral provisions from theelections available under Election 21 and/or a combination thereof as to aParticipant group (e.g., Automatic Deferrals do not apply to Division AEmployees. All Division B Employee/Participants are subject to an AutomaticDeferral Amount equal to 3% of Compensation effective as of January 1, 2008).*]

 

22.              CODA**(3.02(C))**. The CODA provisions of Section3.02(C) *(Choose one of (a) or (b))*:

 

(a)**               ****[X]****           ****Do not apply.**

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

(1)               **[   ]**           **All or any portion.**

(2)               **[   ]**                      **%**

 

23.              CATCH-UPDEFERRALS**(3.02(D))**. ACatch-Up Eligible Participant *(Chooseone of (a) or (b))*:

(a)                **[X]****           ****Permitted.** May make Catch-Up Deferrals tothe Plan.

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

 

24.              MATCHINGCONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION3.05)**(3.03(A))**. TheEmployer Matching Contributions under Election 6(c) are subject to thefollowing additional elections regarding type (discretionary/fixed),rate/amount, limitations and time period (collectively, such elections are"the matching formula") and the allocation of Matching Contributionsis subject to Section 3.06 except as otherwise provided *(Choose one or more of (a) through (g) as applicable;then, for the elected match, complete (1), (2), and/or (3) as applicable. Ifthe Employer completes (2) or (3), also complete one of (4), (5), or (6))*:

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

 

11

----

 
|  

** **                                                                                                                                                                                                                                                                                                                                  | **(1)**

** **

**Match**

**Rate/Amt**

**[$/% of Elective Deferrals]** | **(2)**

**Limit on Deferrals Matched**

**[$/% of Compensation]** | **(3)**

** **

**Limit on Match Amount**

**[$/% of Compensation]** | **(4)**

** **

**Apply limit(s) per Plan Year ["true-up"]** | **(5)**

**Apply limit(s) per  payroll  period [no "true-up"]** | **(6)**

**Apply limit(s) per designated time period [no "true-up"]** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------|--------------------------------------------------------------------|---------------------------------------------------------------------------|-----------------------------------------------------------------------------|--------------------------------------------------------------------------------|---------------------------------------------------------------------------------|
| (a)                **[   ]**            **Discretionary**– see Section 1.34(B) (*The Employer  may, but is not required to complete (a)(1)-(6). See the "Note"  following Election 24.*) | ______                                                                        | ______                                                             | ______                                                                    | **[   ]**                                                         | **[   ]**                                                            | **[   ]** ______                                                      |

 
| (b)               **[X]**            **Fixed** – uniform  rate/amount     |   25  percent                                                                                                                                                                                                                                                            |   6  percent                                                                                                                                                                                                                                                       | ______ | **[   ]** | **[X]**             | **[   ]** ______ |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|---------------------|----------------------------|
| (c)                **[   ]**            **Fixed** – tiered | **Elective**

**Deferral %**

           %

           %

           %

           % | **Matching**

**Rate**

           %

           %

           %

           % | ______ | ______              | **[   ]** | **[   ]**        | **[   ]** ______ |
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                        |        |                     |                     |                            |  |

 
| (d)               **[   ]**            **Fixed** – Years of  Service | **Years**

**of Service**

           

           

           

            | **Matching**

**Rate**

           %

           %

           %

           % | ______ | ______ | **[   ]** | **[   ]** | **[   ]** ______ |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------------------|---------------------|----------------------------|

(1)               "Years ofService" under this Election 24(d) means *(Chooseone of a. or b.)*:

a.                    **[   ]**            **Eligibility.** Years ofService for eligibility in Election 16.

b.                   **[   ]**            **Vesting.** Years ofService for vesting in Elections 42 and 43.
| (e)                **[   ]**            **Fixed** – multiple  formulas | Formula 1:                       | ______ | ______ | **[   ]** | **[   ]** | **[   ]** ______ |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------------------|---------------------|----------------------------|
|                                                                                                                                                                                                                    | Formula 2:                       | ______ | ______ | **[   ]** | **[   ]** | **[   ]** ______ |
|                                                                                                                                                                                                                    | Formula 3:                       | ______ | ______ | **[   ]** | **[   ]** | **[   ]** ______ |

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

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

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

b.                   **[   ]**            **Atleast one different.** Is (are) as follows:                                                                                                                                                                                                 .

(2)               **Allocation sharing.** The Plan Administrator will allocatethe Matching Contributions made by the Signatory Employer and by anyParticipating Employer *(Choose one of a. orb.)*:

a.                    **[   ]**            **Employerby Employer.** Only to the Participants directly employed by thecontributing Employer.

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

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

 

12

----

 

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

[*Note: See Section1.34(A) as to Fixed Matching Contributions. A Participant's Elective Deferralpercentage is equal to the Participant's Elective Deferrals divided by his/herCompensation. The matching rate/amount is the specified rate/amount of matchfor the corresponding Elective Deferral amount/percentage. Any MatchingContributions apply to Pre-Tax Deferrals and to Roth Deferrals unlessdescribed otherwise in Election 24(g). Matching Contributions fornondiscrimination testing purposes are subject to the targeting limitations.See Section 4.10(D). The Employer under Election 24(a) in its discretion maydetermine the amount of a Discretionary Matching Contribution and the matchingcontribution formula. Alternatively, the Employer in Election 24(a) may specifythe Discretionary Matching Contribution formula.*]

 

25.              QMAC (PLAN-DESIGNATED)**(3.03(C)(1))**. The following provisionsapply regarding Plan-Designated QMACs *(Chooseone of (a) or (b))*:

[*Note: Regardless of itselections under this Election 25, the Employer under Section 3.03(C)(2) mayelect for any Plan Year where the Plan is using Current Year Testing to makeOperational QMACs which the Plan Administrator will allocate only to NHCEs forpurposes of correction of an ADP or ACP test failure.*]

(a)                **[X]****           ****Not applicable.** There are no Plan-DesignatedQMACs.

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

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

a.                    **[   ]**            **All.** All MatchingContributions.

b.                   **[   ]**            **Designated.** Only thefollowing Matching Contributions under Election 24:                                                                                                                                                                                                     .

(2)               **Allocation Group.** Subject to Section 3.06, allocatethe Plan-Designated QMAC *(Choose oneof a. or b.)*:

a.                    **[   ]**            **NHCEsonly.** Only to NHCEs who make Elective Deferrals subject to thePlan-Designated QMAC.

b.                   **[   ]**            **AllParticipants.** To all Participants who make Elective Deferrals subjectto the Plan-Designated QMAC.

The Plan Administrator will allocateall other Matching Contributions as Regular Matching Contributions underSection 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.

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

 

26.              MATCHINGCATCH-UP DEFERRALS**(3.03(D))**. If a Participant makes a Catch-UpDeferral, the Employer *(Choose one of (a) or(b))*:

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

(1)               **[   ]**           **All.** All MatchingContributions.

(2)               **[   ]**           **Designated.** Thefollowing Matching Contributions in Election 24:                                                                                                                                                                                                                                                           .

(b)               **[X]****           ****No Match.** Will not match any Catch-UpDeferrals.

[*Note: Election 26 does not apply to a safe harbor401(k) plan unless the Employer will apply the ACP test. See Elections37(a)(2)b. and 37(a)(2)c.(ii). In this case, Election 26 applies only toAdditional Matching, if any. A safe harbor 401(k) Plan will apply the BasicMatch or Enhanced Match to Catch-Up Deferrals. If the Employer elects to applythe ACP test safe harbor under Election 37(a)(2)a. or 37(a)(2)c.(i), Election26 does not apply and the Plan also will apply any Additional Match to Catch-UpDeferrals.*]

 

27.              NONELECTIVECONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS**(3.04(A))**. The Employer NonelectiveContributions under Election 6(d) are subject to the following additionalelections as to type and amount *(Choose oneor more of (a) through (e) as applicable)*:

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

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

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

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

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

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

 

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*Compensation applies to Division AParticipants and a Fixed Nonelective Contribution equal to $500 per Participanteach Plan Year applies to Division B Participants)*.]

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

(1)               **[   ]**           **Nooffset.** Not reduce the Participant's Employer Contributionallocation by the amount of the Prevailing Wage Contribution.

(2)               **[   ]**           **Offset.** Reduce theParticipant's Employer Contribution allocation by the amount of the PrevailingWage Contribution.

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

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

(2)               **[   ]**           **Atleast one different.** Is (are) as follows:                                                                                                                                                                              .

[*Note:The Employer should not elect 27(d) unless there are Related Employers whichare also Participating Employers. See Section 1.23(D). The Employer electing27(d) also must complete Election 28(g) as to the allocation methods whichapply to the Participating Employers.*]

(e)                **[   ]****           ****Describe:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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

 

28.              NONELECTIVECONTRIBUTION ALLOCATION**(3.04(B))**.The Plan Administrator, subject to Section 3.06, will allocate to eachParticipant any Nonelective Contribution (excluding QNECs) under the followingcontribution allocation formula *(Choose oneor more of (a) through (h) as applicable)*:

(a)                **[X]**            **Pro rata.** As a uniform percentage ofParticipant Compensation.

(b)               **[   ]**            **Permitteddisparity.** In accordance with the permitted disparity allocationprovisions of Section 3.04(B)(2), under which the following permitted disparityformula and definition of "Excess Compensation" apply *(Complete (1) and (2))*:

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

a.                    **[   ]**            **Two-tiered.**

b.**                  ****[   ]**            **Four-tiered.**

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

a.                    **[   ]**            **Percentageamount.**          % *(not exceeding100%)* of the taxable wage base in effect on the first day of thePlan Year, rounded to the next highest $           *(not exceeding the taxable wage base)*.

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

(c)                **[   ]**            **Incorporationof contribution formula.** The Plan Administrator will allocateany Fixed Nonelective Contribution under Elections 27(b), 27(d) or 27(e), orany Prevailing Wage Contribution under Election 27(c), in accordance with thecontribution formula the Employer adopts under those Elections.

(d)               **[   ]**            **Classificationsof Participants.** In accordance with theclassifications allocation provisions of Section 3.04(B)(3). Theclassifications are *(Choose one of (1), (2),or (3))*:

[*Note:**Typically, the Employer would elect 28(d) where itintends to satisfy nondiscrimination requirements using "cross-testing"under Treas. Reg. §1.401(a)(4)-8. However, choosing this election doesnot necessarily require application of cross-testing and the Plan may beable to satisfy nondiscrimination as to its classification-based allocationsby testing allocation rates.*]

(1)               **[   ]**           **Eachin own classification.** Each Participant constitutes aseparate classification.

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

(3)               **[   ]****          ****Describe the classifications:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

 

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[*Note: Anyclassifications under Election 28(d) must result in a definitely determinableallocation under Treas. Reg. §1.401-1(b)(1)(ii) and must constitute areasonable classification within the meaning of Treas. Reg. §1.410(b)-4(b).The number of allocation rates is subject to the limitations in Section3.04(B)(3)(b). Standard interest and mortality assumptions under Treas. Reg.§1.401(a)(4)-12 apply. In the case of a self-employed Participant,the requirements of Treas. Reg. §1.401(k)-1(a)(6) apply and theallocation method should not result in a cash or deferred election for the self-employedParticipant. The Employer by the due date of its tax return (includingextensions) must advise the Plan Administrator or Trustee in writing as to theallocation rate applicable to each Participant under Election 28(d)(1) orapplicable to each classification under Elections 28(d)(2) or (3) for theallocation Plan Year. Under Election 28(d)(1), the Employer may decide fromyear to year the classification (allocation rate) applicable to eachParticipant, without the need to amend the Plan to change the classification.*]

(e)**               ****[   ]    Age-based.** In accordance with the age-based allocationprovisions of Section 3.04(B)(5). The Plan Administrator will use the ActuarialFactors based on the following assumptions *(Completeboth (1) and (2))*:

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

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

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

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

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

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

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

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

a.                    **[   ]**    **Eligibility.** Years of Service foreligibility in Election 16.

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

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

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

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

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

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

a.                    **[X]    Allthe same.** Using the sameallocation method as applies to the Signatory Employer under this Election 28.

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

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

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

b.                   **[X]    AcrossEmployer lines.**To all Participants regardless of which Employer directly employs them andregardless of whether their direct Employer made Nonelective Contributions forthe Plan Year.

[*Note: The Employershould not elect 28(g) unless there are Related Employers which are alsoParticipating Employers. See Section 1.23(D) and Election 27(d). If theEmployer elects 28(g)(2)a., the Employer should also elect 11(b)(8)b., todisregard the Compensation paid by "Y" Participating Employer indetermining the allocation of the "X" Participating Employercontribution to a Participant (and vice versa) who receives Compensation fromboth X and Y. If the Employer elects 28(g)(2)b., the Employer should not elect11(b)(8)b. Election 28(g)(2)a. does not apply to Safe Harbor NonelectiveContributions.*]

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

 

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

[*Note: Regardless of its elections under this Election29, the Employer under Section 3.04(C)(2) may elect for any Plan Year where thePlan is using Current Year Testing to make Operational QNECs which the PlanAdministrator will allocate only to NHCEs for purposes of correction of an ADPor ACP test failure*.]

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

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

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

a.                    **[   ]    All.** All Nonelective Contributions.

b.                   **[X]    Designated.** Only the following Nonelective Contributions under Election27:  An amount the Employer in itssole discretion may determine up to the full amount of the DiscretionaryNonelective Contribution under Election 27(a).          .

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

a.                    **[X]    NHCEsonly.** Only to NHCEs underthe method elected in Election 29(b)(3).

b.                   **[   ]    All Participants.** To all Participants under the method elected in Election29(b)(3).

(3)               **Allocation Method.** The Plan Administrator will allocate a Plan-DesignatedQNEC using the following method *(Choose oneof a., b., c., or d.)*:

a.                    **[X]    Prorata.**

b.                   **[   ]    Flat dollar.**

 

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

d.                   **[   ]    Describe:**                                                                                                                                                                      

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

 

30.     SAFE HARBOR401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS)**(3.05)**. The Employer under Election 6(e)will (or in the case of the Safe Harbor Nonelective Contribution may)contribute the following Safe Harbor Contributions described in Section 3.05(E)and will or may contribute Additional Matching Contributions described inSection 3.05(F) *(Choose one of (a), (b),(c), or (d) when and as applicable. Complete (e) and (h). Choose (f), (g), and(i) as applicable)*: 

(a)                **[   ]**    **Safe Harbor Nonelective Contribution.** TheSafe Harbor Nonelective Contribution equals            % of a Participant'sCompensation [*Note: The amount in the blankmust be at least 3%*. *The SafeHarbor Nonelective Contribution applies toward (offsets) most other EmployerNonelective Contributions. See Section 3.05(E)(11).*]

(b)               **[   ]    Safe Harbor Nonelective Contribution/delayedyear-by-year election (maybe and****supplemental notices).**In connection with the Employer's provision of the maybe notice under Section3.05(I)(1), the Employer elects into safe harbor status by giving thesupplemental notice and by making this Election 30(b) to provide for a SafeHarbor Nonelective Contribution equal to            % *(specify amount at least equal to 3%)* of aParticipant's Compensation. This Election 30(b) and safe harbor status applies forthe Plan Year ending:                                            *(specify Plan Yearend)*, which is the Plan Year to which the Employer's maybe andsupplemental notices apply. 

[*Note: If the Employer makes a delayed election intosafe harbor status under Section 3.05(I)(1), the Employer must amend the Planto provide for a Safe Harbor Nonelective Contribution equal to at least 3% ofeach Participant's Compensation. The Employer may make this amendment bysubstitute Adoption Agreement page (electing Election 30(b)) or by another formof amendment under Section 11.02(B). An Employer using the maybe notice shouldnot elect a Safe Harbor Nonelective Contribution under Election 30(a) unlessthe Employer intends to continue safe harbor status under this election in thesubsequent Plan Year. By making its amendment into safe harbor status underElection 30(b), the Employer avoids the need to further amend the Plan if theEmployer is not certain that it will apply the safe harbor in the subsequentPlan Year. By contrast, an Employer which gave the maybe notice and has decidedto make the Safe Harbor Nonelective Contribution for that year and for futureyears should use Election 30(a). The Employer only elects 30(a) and should notelect 30(b) if prior to the Plan Year the Employer unequivocally decides toelect safe harbor status for the Plan Year and provides a safe harbor noticeconsistent with this election rather than giving the maybe notice. If theEmployer gives the maybe notice and the Employer will or may make MatchingContributions, the Employer should elect Additional Matching under Election30(h)(and should not elect Matching Contributions under Election 24) if itwishes to avoid ACP testing.*]

 

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

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

(d)               **[   ]**    **Enhanced Matching Contribution.** SeeSections 1.34(F) and 3.05(E)(5). *(Choose oneof (1) or (2) and complete (3) for any election)*:

(1)               **[   ]**    **Uniform percentage.** A Matching Contributionequal to           % of each Participant's Elective Deferrals but not as toElective Deferrals exceeding            % of the Participant'sCompensation.

(2)               **[   ]**    **Tiered formula.** A Matching Contributionequal to the specified matching rate for the corresponding level of eachParticipant's Elective Deferral percentage. A Participant's Elective Deferralpercentage is equal to the Participant's Elective Deferrals divided by his/herCompensation.

ElectiveDeferral Percentage                                           MatchingRate

           %                                                                         %

           %                                                                         %

          %                                                                         %

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

[*Note: The matching rate may not increase as theElective Deferral percentage increases and the Enhanced Matching formulaotherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii).If the Employer elects to satisfy the ACP safe harbor under Election37(a)(2)a., the Employer also must limit Elective Deferrals taken into accountfor the Enhanced Matching Contribution to a maximum of 6% of Plan YearCompensation.*]

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

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

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

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

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

(f)                 **[   ]    Early Elective Deferrals/delay of SafeHarbor Contribution.**The Employer may elect this Election 30(f) only if the Employer in Election 14elects eligibility requirements for Elective Deferrals of less than age 21 andone Year of Service but elects age 21 and one Year of Service for Safe HarborMatching or for Safe Harbor Nonelective Contributions. The Employer under thisElection 30(f) limits the allocation of any Safe Harbor Contribution underElection 30 for a Plan Year to those Participants: (i) who have attained age21; (ii) who have completed one Year of Service; and (iii) who the PlanAdministrator in applying the OEE rule described in Section 4.06(C), treats asbenefiting in the disaggregated plan covering the Includible Employees. ThoseParticipants in the Plan Year whom the Plan Administrator treats as OtherwiseExcludable Employees will not receive any Safe Harbor Contribution allocationand the Plan Administrator will apply the ADP (and, as applicable the ACP)test(s) to the disaggregated plan benefiting the Otherwise ExcludableEmployees. If the Employer in Election 10(a)(2) has elected "ParticipatingCompensation" for allocating Elective Deferrals, Nonelective Contributionsor Matching Contributions (as relevant to the allocation under this Election 30based on the Contribution Type), the Plan Administrator, in allocating the SafeHarbor Contribution for the Plan Year in which the Participant crosses over tothe Includible Employees group, will count Compensation and Elective Deferralsonly on and following the Cross-Over Date. See Section 3.05(D).

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

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

(1)               **[   ]**    **No Additional Matching Contributions.** TheEmployer will not make any Additional Matching Contributions to its safe harborPlan.

 

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

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

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

(ii)               **[   ]**    **Tiered formula.** A Matching Contributionequal to the specified matching rate for the corresponding level of eachParticipant's Elective Deferral percentage. A Participant's Elective Deferralpercentage is equal to the Participant's Elective Deferrals divided by his/herCompensation.

ElectiveDeferral Percentage                                           MatchingRate

           %                                                                         %

           %                                                                         %

          %                                                                         %

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

b.                   **[   ]    Discretionary Additional MatchingContribution.** The Employermay make a Discretionary Additional Matching Contribution. If the Employermakes a Discretionary Matching Contribution, the Discretionary Matching Contributionwill not apply as to Elective Deferrals exceeding            % of the Participant'sCompensation (*complete the blank ifapplicable or leave blank*).

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

(i)                  **[   ]    Multiple Safe Harbor Contributions indisaggregated Plan.**The Employer elects to make different Safe Harbor Contributions and/orAdditional Matching Contributions to disaggregated parts of its Plan underTreas. Reg. §1.401(k)-1(b)(4) as follows:                  *(Specifycontributions for disaggregated plans, e.g., as to Collectively BargainedEmployees a 3% Nonelective Safe Harbor Contribution applies and as to non-CollectivelyBargained Employees, the Basic Matching Contribution applies)*.

 

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

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

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

[*Note: For this Election31, except as the Employer describes otherwise in Election 31(b)(7) or asprovided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs andOperational QNECs, Matching includes all Matching Contributions and Nonelectiveincludes all Nonelective Contributions to which allocation conditions mayapply. The Employer under Election 31(b)(7) may not impose an Hour of Servicecondition exceeding 1,000 Hours of Service in a Plan Year.*]

 

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

                                                                                                            **Matching,**

**                                                                                                           Nonelective**

**                                                                                                       andForfeitures                  Matching         Nonelective     Forfeitures**

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

(See Election

       31(a))

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

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

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

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

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

days in Plan Year if Elapsed Time).

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

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

in a Plan Year).

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

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

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

(2)     **[   ]**    **Plan Yearquarter**                                                       **[   ]                OR            [   ]                    [   ]                     [   ]**

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

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

(5)               **[   ]**    **Describe time period:**                                                                                                                                                           

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

 

32.     ALLOCATIONCONDITIONS – APPLICATION/WAIVER/SUSPENSION**(3.06(D)/(F))**. Under Section 3.06(D), in the event of Severance fromEmployment as described below, apply or do not apply Election 31(b) allocationconditions to the specified contributions/forfeitures as follows*(If the Employer elects 31(b), the Employer mustcomplete Election 32. Choose one of (a) or (b). Complete (c))*:

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

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

(1)               **[   ]**    **Do not apply.** Do not apply electedallocation conditions to Matching Contributions, to Nonelective Contributionsor to forfeitures.

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

 

19

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

                                                                                                            **Matching,**

**                                                                                                           Nonelective**

**                                                                                                       andForfeitures                  Matching         Nonelective     Forfeitures**

(b)     **[   ]**    **Application/waiveras to Contribution**

**Types events.** If a Participant incurs a

Severance from Employment, apply allocation

conditions *except*suchconditions are waived if

Severance is on account of or following death,

Disability, attainment of Normal Retirement Age, 

or attainment of Early Retirement Age as specified, 

and as applied to the specified Contribution 

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

*applicable*):

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

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

(3)     **[   ]**    **NormalRetirement Age                                            [   ]                OR            [  ]                    [   ]                     [   ]**

(4)     **[   ]**    **EarlyRetirement Age                                                [   ]                OR            [  ]                    [   ]                     [   ]**

 

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

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

a.**       [   ]    Both.** Applies both to NonelectiveContributions and to Matching Contributions.

b.      **[   ]    Nonelective.** Applies only toNonelective Contributions.

c.       **[   ]    Match.** Applies only to MatchingContributions.

(2)     **[X]    Does notapply.**

 

33.     FORFEITUREALLOCATION METHOD**(3.07)**. ThePlan Administrator will allocate a Participant forfeiture attributable to allContribution Types or attributable to all Nonelective Contributions or to allMatching Contributions as follows *(Chooseone or more of (a) through (g) as applicable. Choose (e) only in conjunctionwith at least one other election)*:

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

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

**                                                                                                                                        Forfeitures                       Forfeitures      Forfeitures**

(a)     **[   ]**    **AdditionalNonelective.** Allocate as additional Discretionary                        **[   ]                OR               [   ]                     [   ]**

Nonelective Contribution.

(b)     **[   ]**    **AdditionalMatch.** Allocate as additional Discretionary Matching                 **[   ]                OR               [   ]                     [   ]**

Contribution.

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

(d)     **[X]**    **Reduce Match.** Apply to MatchingContribution.                                          **[X]                OR               [   ]                     [   ]**

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

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

(f)                 **[   ]**    **Safe harbor/top-heavy exempt.** Applyall forfeitures to Safe Harbor Contributions and Plan expenses in accordancewith Section 3.07(A)(4).

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

 

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

                                                                                                                                               **(1)                                     (2)                      (3)**

**                                                                                                                                               All                              Nonelective       Matching**

**                                                                                                                                        Forfeitures                       Forfeitures      Forfeitures**

(a)     **[X]**    **Same Plan Year.** In the same Plan Year inwhich the designated                    **[X]                OR               [   ]                     [   ]**

forfeiture occurs.

 

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

the designated forfeiture occurs.

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

 

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

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

(1)               **[   ]    None.** No additional limitations.

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

[*Note: Any designatedlimitation(s) must be the same for all Participants and must be definitelydeterminable.*]

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

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

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

                                                                                                                                                                                                   .

 

36.     DESIGNATEDIRA CONTRIBUTIONS**(3.12)**.Under Election 6(h), a Participant may make Designated IRA Contributionseffective for Plan Years beginning after                         *(date specified must be noearlier than December 31, 2002)*. *(Complete (a) and (b))*:

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

(1)     **[   ]    Traditional.**

(2)**     [   ]    Roth.**

(3)**     [   ]    Traditional/Roth.** As the Participantelects at the time of contribution.

(b)               **Type of Account.** A Participant's Designated IRA Contributions will be heldin the following form of Account(s) *(Chooseone of (1), (2), or (3))*:

(1)     **[   ]    IRA.**

(2)     **[   ]    Individual Retirement Annuity.**

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

 

**ARTICLEIV**

**LIMITATIONSAND TESTING**

 

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

 

37.     ANNUALTESTING ELECTIONS**(4.06(B))**.The Employer makes the following Plan specific annual testing elections underSection 4.06(B). *(Complete (a) and (b))*:

                                                                                                                                              **(1)**                                                **(2)**

                                                                                                                           **Effective as of execution**           **Changespost-execution**

                                                                                                                                  (andretroactively                       *(specify Plan Year*

                                                                                                                                    ifrestatement)                          *Effective Date(s))*

(a)     **Nondiscriminationtesting.***(Choose one or more of(1), (2), or (3))*:

(1)     **[X]    Traditional401(k) Plan/ADP/ACP test.**

Thefollowing testing method(s) apply

*(Choose a. and b. as applicable)*:

 

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

a.       **[   ]**    **CurrentYear Testing.** See Section 4.11(E). 

CurrentYear Testing applies to the ADP/ACP tests

aselected below *(Choose one or both of (i) and(ii))*:

(i)      **[   ]**    **ADP test.                                                                             [   ]                               [   ] **EffectiveDate(s):

                                   

(ii)**     [   ]**    **ACP test.                                                                             [   ]                               [   ] **EffectiveDate(s):

                                   

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

b.      **[X]    Prior YearTesting.** See Section 4.11(I).

PriorYear Testing applies to the ADP/ACP tests as

electedbelow. See Sections 4.10(B)(4)(f)(iv) and

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

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

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

                                   

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

                                   

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

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

*(Chooseone of a., b., or c.)*:

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

ADPtest safe harbor applies and if applicable,                                                                                                           

ACP test safeharbor applies.

b.      **[   ]    ACP test only.**

ADPtest safe harbor applies, but Plan will perform

ACPtest as follows *(Choose one of (i) or (ii))*:

(i)      **[   ]**    **CurrentYear Testing.**                                                      **[   ]                               [   ] **EffectiveDate(s):

                                   

(ii)**     [   ]**    **Prior YearTesting.**                                                            **[   ]                               [   ] **EffectiveDate(s):

                                   

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

c.       **[   ]**    **Possibledelayed election.                                                          [   ]                               [   ] **EffectiveDate(s):

(maybe notice/supplemental notice)                                                                                                                             

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

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

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

 

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[*Note: Even if the Employer does notelect 37(a)(2)c., the Employer still may make a delayed election into safeharbor status under Section 3.05(I)(1) using the maybe and supplemental noticesand by amending the plan to provide for the Safe Harbor NonelectiveContribution. However, in this case, the Employer also must amend the Plan tomake its testing elections under this Election 37 consistent with its delayedelection into safe harbor status. The Employer then may elect any electionunder 37(a)(2), including 37(a)(2)c. An Employer's election of 37(a)(2)c.permits the Plan to remain in perpetual possible delayed safe harbor electionstatus, while minimizing the number of Plan amendments required to do so.*]

 

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

                                   

(b)     **HCEdetermination.***(Complete both (1)and (2))*:

(1)     **Top-paidgroup election.***(Choose one of a.or b.)*:

a.       **[   ]**    **Does notapply.****                                                                           [   ]                               [   ] **EffectiveDate(s):

                                   

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

                                   

(2)     **Calendaryear data election (fiscal year Plan only).**

*(Chooseone of a. or b.)*:

a.       **[   ]**    **Does notapply.**                                                                            **[   ]**                               **[   ]**  Effective Date(s):

                                   

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

                                   

 

**ARTICLE V**

**VESTINGREQUIREMENTS**

 

38.     NORMALRETIREMENT AGE**(5.01)**. AParticipant attains Normal Retirement Age under the Plan on the following date *(Choose one of (a) or (b))*: 

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

(b)               **[   ]**    **Age/participation.** The later of the datethe Participant attains age             or the             anniversary of thefirst day of the Plan Year in which the Participant commenced participation inthe Plan. [*Note: The age may not exceed age65 and the anniversary may not exceed the 5th.*]

 

39.     EARLY RETIREMENT AGE**(5.01)**. *(Chooseone of (a) or (b))*:

(a)                **[X]    Notapplicable.** The Plan doesnot provide for an Early Retirement Age.

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

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

"Years ofService" under this Election 39 means *(Chooseone of (1) or (2) as applicable)*:

(1)     **[   ]    Eligibility.** Years of Service foreligibility in Election 16.

(2)     **[   ]    Vesting.** Years of Service forvesting in Elections 42 and 43.

[*Note: Election of an Early Retirement Age does notaffect the time at which a Participant may receive a Plan distribution.However, a Participant becomes 100% vested at Early Retirement Age.*]

 

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

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

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

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

(1)               **[   ]    Death.**

(2)               **[   ]    Disability.**

 

23

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

(a)                **[   ]**    **Immediate vesting.** 100% Vested at all timesin all Accounts.

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

(b)               **[X]    Vestingschedules:** Apply thefollowing vesting schedules *(Choose one ormore of (1) through (7) as applicable)*:

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

**                                                                                                                                                                                                      Additional**

**                                                                                            All                                                                     Regular                Matching** (See

                                                                                  **Contributions                         Nonelective            Matching             **Section 3.05(F))

(1)     **[   ]**    **Immediatevesting                               N/A                                          [   ]                        [   ]                             [   ]**

                                                                        (SeeElection 41(a))

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

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

(4)     **[   ]**    **Modifiedtop-heavy:                            [   ]                     OR                 [   ]                        [   ]                             [   ]**

Years of Service      Vested %

Less than 1              a.             

1                              b.             

2                              c.             

3                              d.             

4                              e.             

5                              f.              

6 or more                      100%

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

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

(7)     **[   ]**    **Modifiednon-top-heavy:                    N/A                                          [   ]                        N/A                            N/A**

Years of Service      Vested %

Less than 1              a.             

1                              b.             

2                              c.             

3                              d.             

4                              e.             

5                              f.              

6                              g.             

7 or more                      100%

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

 

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

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

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

(d)               **[   ]**    **Special vesting provisions:**                                                                                                                                                            .

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

 

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

[*Note: If the Employer elects the Elapsed Time Methodfor vesting the Employer should not complete this Election 42. If the Employerelects immediate vesting, the Employer should not complete Election 42 orElection 43 unless it elects to apply a Year of Service for vesting under anyother Adoption Agreement election.*]

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

(b)               **Vesting Computation Period.** The Plan measures a Year of Service based on the following12-consecutive month period *(Chooseone of (1) or (2))*:

(1)               **[X]**    **Plan Year.**

(2)               **[   ]**    **Anniversary Year.**

 

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

(a)                **[X]**    **None.** None other than as specified inSection 5.05(C)(1).

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

(c)                **[   ]**    **Prior to Plan establishment.** Any Year ofService during the period the Employer did not maintain this Plan or apredecessor plan.

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

(e)                **[   ]**    **Additional exclusions.** The following Yearsof Service:                                                                                                                 .

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

 

**ARTICLE VI**

**DISTRIBUTIONOF ACCOUNT BALANCE**

 

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

(a)                **[   ]**    **No Mandatory Distribution.** The Plan willnot make a Mandatory Distribution following Severance from Employment.

(b)               **[X]**    **Mandatory Distribution.** The Plan will makea Mandatory Distribution following Severance from Employment.*(Complete (1) and (2). Choose (3) unless the Employerelects to limit Mandatory Distributions to $1,000 including RolloverContributions under Elections 44(b)(1)b. and 44(b)(2)b.)*:

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

a.       **[X]    $5,000.**

b.      **[   ]    $1,000.**

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

 

25

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

a.       **[X]**    **Disregards Rollover Contribution Account.**

b.      **[   ]    Includes Rollover Contribution Account.**

(3)               **[X]**    **Amount of Mandatory Distribution subject to AutomaticRollover.** A Mandatory Distribution to a Participant before attainingthe later of age 62 or Normal Retirement Age is subject to Automatic Rolloverunder Section 6.08(D) *(Choose one of a. orb.)*:

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

b.                   **[   ]    Specify lesser amount.** Only if the amount of the Mandatory Distribution is atleast: $          *(specify $1,000 orless)*.

 

45.     SEVERANCEDISTRIBUTION TIMING**(6.01)**.Subject to the timing limitations of Section 6.01(A)(1) in the case of aMandatory Distribution, or in the case of any Distribution Requiring Consentunder Section 6.01(A)(2), for which consent is received, the Plan Administratorwill instruct the Trustee to distribute a Participant's Vested Account Balanceas soon as is administratively practical following the time specified below *(Choose one or more of (a) through (k) as applicable)*:

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

**                                                                                                                                                                    (1)                                    (2)**

**                                                                                                                                                            Mandatory                     Distribution**

**                                                                                                                                                           Distribution              Requiring Consent**

(a)     **[X]**    **Immediate.** Immediately following Severancefrom Employment.                                       **[X]                                   [X]**

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

from Employment.

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

Employment *(e.g., next orfifth)*.

(d)     **[   ]**    **Plan Year quarter.** In the             Plan Year quarterfollowing                                            **[   ]                                   [   ]**

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

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

Participant's                                  Account(s) and                                   as to

theParticipant's                                   Account(s) *(e.g.*, *As soon as is practical*

*following Severance from Employment as to the Participant'sElective*

*Deferral Account and as soon as is practical in the nextPlan Year*

*following Severance from Employment as to the Participant'sNonelective*

*and Matching Accounts).*

(f)      **[   ]    Vestingcontrolled timing.** If the Participant's total                                                           **[   ]                                   [   ]**

Vested Account Balance exceeds $           ,

distribute                         *(specify timing)* and if

the Participant's total Vested Account Balance does not

exceed $          , distribute                         *(specify timing)*.

(g)     **[   ]**    **Distributeat Normal Retirement Age.** As to a Mandatory                                             **[   ]                                   [   ]**

Distribution, distribute not later than 60 days after the

beginning of the Plan Year following the Plan Year in

which the previously severed Participant attains the

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

*election under column (2) only will haveeffect if the*

*Plan's NRA is less than age 62.*]

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

Election 45, a Participant may elect an earlier distribution

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

(1)               **[   ]**    **Disability.** If Severance from Employment ison account of Disability or if

the Participant incurs a Disability following Severance fromEmployment.

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

following Severance from Employment.

 

26

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(i)      **[   ]    Requireddistribution at Normal Retirement Age.** A severed Participant                      **N/A                                  [   ]**

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

Retirement Age.

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

Distribute as soon as is practical following Severance

from Employment if the Participant is fully Vested.

Distribute as soon as is practical following a Forfeiture

Break in Service if the Participant is not fully Vested.

(k)               **[   ]**    **Describe Severance from Employment distributiontiming:**                                                                                                    

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

 

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

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

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

(b)               **[X]    Permitted.** In-Service Distributions are permitted as followsfrom the designated Contribution Type Accounts *(Chooseone or more of (1) through (9))*:

[*Note: Unless theEmployer elects otherwise in Election 46(b)(9), Elective Deferrals underElection 46(b) includes Pre-Tax and Roth Deferrals and MatchingContributions includes Additional Matching Contributions, irrespective of thePlan's ACP testing status.*]

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

**                                                                      All                     Elective          Safe Harbor                                         Matching   Nonelective/**

**                                                            Contributions          Deferrals       Contributions    QNECs    QMACs     Contrib.       SIMPLE**

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

Election 46(a)           (SeeElection

exceptions.                     46(a))

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

*be at least 59 1/2)*.

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

*be less than 59 1/2)*.

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

**harbor).** See

Section 6.07(A).

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

**safe harbor).** See

Section 6.07(B).

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

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

**contributions.**

*(specify minimum of*

*two years)*See

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

 

27

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

**of participation.**

*(specify minimum of*

*60 months)*See

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

(9)               **[   ]**    **Describe:**                                                                                                                                                                                

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

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

 

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

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

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

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

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

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

c.                    **[   ]    Not required.** A Participant may receive an In-Service Distributioneven from a partially-Vested Account, but the amount distributed may notexceed the Vested amount in the distributing partially-Vested Account.

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

(3)               **[   ]**    **Describe other conditions:**                                                                                                                                                   

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

(b)               **[X]    Noother conditions.**A Participant may elect to receive an In-Service Distribution upon anyElection 46(b) event without further condition, provided that the amountdistributed may not exceed the Vested amount in the distributing Account.

 

48.     POST-SEVERANCEAND LIFETIME RMD DISTRIBUTION METHODS**(6.03)**.A Participant whose Vested Account Balance exceeds $5,000 (or any lesser amountelected in Appendix B, Election 54(g)(7)): (i) who has incurred a Severancefrom Employment and will receive a distribution; or (ii) who remains employedbut who must receive lifetime RMDs, may elect distribution under one of thefollowing method(s) of distribution described in Section 6.03 and subject toany Section 6.03 limitations. *(Choose one ormore of (a) through (f) as applicable)*:

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

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

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

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

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

 

28

----

 

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

(e)                **[X]**    **Ad-Hoc distributions.** See Section6.03(A)(6).

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

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

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

 

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

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

                                                                                                                                                      **(1)**                                           **(2)**

**                                                                                                                                       SpouseBeneficiary**               **OtherBeneficiary**

(a)**     Timing.** The Plan will distribute to the Beneficiaryas soon

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

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

(1)     **[   ]    Immediate.** Immediately followingthe                                                         **[   ]                                          [   ]**

Participant's death.

(2)     **[   ]    Next Calendar Year.** In thecalendar year which                                        **[   ]                                          [   ]**

next follows the calendar year of the Participant's

death, but not later than December 31 of such

following calendar year.

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

may elect, provided that distribution pursuant to such

election (or in the absence of any Beneficiary election)

must commence no later than the Section 6.02 required date.
| (4)    **[   ]** | **Describe:**                                                                                      |   | **[   ]** | ** ** | **[   ]** |
|-------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|------------|---------------------|

[*Note: The Employer under Election 49(a)(4) maydescribe an alternative distribution timing or afford the Beneficiary anelection which is narrower than that permitted under election 49(a)(3).However, any election under Election 49(a)(4) must require distribution tocommence no later than the**Section6.02 required date.*]

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

Participant diesbefore his/her Distribution Commencement

Date and theParticipant's sole Designated Beneficiary is

his/her spouse, thespouse may elect to delay distribution

until the end of thecalendar year in which the Participant

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

date upon whichdistribution would be required to commence

to a non-spouseBeneficiary.

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

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

elected, the Beneficiary may choose the method ofdistribution.

*(Choose one or more of (1) through (4) butdo not elect (4) only)*:

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

 

29

----

 

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

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

Calendar Year must at least equal the RMD amount.

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

The Beneficiary must elect an Ad-Hoc distribution foreach

Distribution Calendar Year at least equal to the RMD amount.

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

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

[*Note: If the Employer elects 50(b), the Employershould elect 49(b)(4). If the Employer elects 50(a), the Employer should notelect 49(b)(4). A surviving spouse may elect to waive the QPSA in favor ofanother method.*]

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

Commencement Date, the distribution to the Beneficiary willbe made

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

(1)     **[X]**    **Beneficiary election.** See Section6.02(B)(1)(e). This election                    **[X]                                           [X]**

applies only if theBeneficiary is a Designated Beneficiary

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

In the absence of theDesignated Beneficiary's election, the

Life Expectancy ruleapplies. The Employer in Appendix B

may elect to changethe default (no Designated Beneficiary

election) to the 5-yearrule.

(2)     **[   ]**    **LifeExpectancy rule.** See Section 6.02(B)(1)(d). This election                    **[   ]                                          [   ]**

applies only if the Beneficiary is a Designated Beneficiary

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

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

regardless of whether the Beneficiary is a DesignatedBeneficiary

under**Treas.Reg. §1.401(a)(9)-4.

 

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

(a)                **[X]**    **Profit sharing exception.** Do not apply toan Exempt Participant, as described in Section 6.04(G)(1), but apply to anyother Participants (or to a portion of their Account as described in Section6.04(G)) *(Complete (1))*:

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

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

b.                   **[X]    Doesnot apply.** The one-yearmarriage rule does not apply.

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

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

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

b.      **[   ]    Does not apply.** The one-yearmarriage rule does not apply.

 

30

----

 

**ARTICLE VII**

**ADMINISTRATIVEPROVISIONS**

 

51.     ALLOCATIONOF EARNINGS**(7.04(B))**. Foreach Contribution Type provided under the Plan, the Plan allocates Earningsusing the following method *(Choose one ormore of (a) through (f) as applicable)*:

[*Note: Elective Deferrals/Employee Contributions alsoincludes Rollover Contributions, Transfers, DECs and Designated IRAContributions, Matching Contributions includes all Matching Contributions andNonelective Contributions includes all Nonelective Contributions unless describedotherwise in Election 51(f).*]

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

**                                                                                                                              ElectiveDeferrals/**

**                                                                                          All                                       Employee                 Matching               Nonelective**

**                                                                                Contributions                         Contributions          Contributions         Contributions**

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

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

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

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

SeeSection 7.04(B)(4)(c). Allocate

pursuantto the balance forward method,

excepttreat as part of the relevant

Accountat the beginning of the Valuation

Period           %of the contributions

madeduring the following Valuation

Period:                                         .

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

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

weighting period, the weighting

period is:                                      .

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

See Section7.04(B)(4)(e).

(f)                 **[   ]    Describe Earnings allocation method:**                                                                                                                                        

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

 

**ARTICLE VIII**

**TRUSTEEAND CUSTODIAN, POWERS AND DUTIES**

 

52.     VALUATION OFTRUST**(8.02(C)(4))**. Inaddition to the last day of the Plan Year, the Trustee (or Named Fiduciary asapplicable)must value the Trust Fund on thefollowing Valuation Date(s) *(Choose one ormore of (a) through (d) as applicable)*:

[*Note: Elective Deferrals/Employee Contributions alsoinclude Rollover Contributions, Transfers, DECs and Designated IRAContributions, Matching Contributions includes all Matching Contributions andNonelective Contributions includes all Nonelective Contributions unlessdescribed otherwise in Election 52(d).*]

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

**                                                                                                                              ElectiveDeferrals/**

**                                                                                          All                                       Employee                 Matching               Nonelective**

**                                                                                Contributions                         Contributions          Contributions         Contributions**

(a)     **[   ]**    **Noadditional Valuation Dates.                [   ]                 OR                      [   ]                            [   ]                            [   ]**

 

31

----

 

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

dayof the Plan Year on which Plan

assetsfor which there is an

establishedmarket are valued and

the Trustee is conducting business.

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

last day of each             of the Plan Year.

(d)               **[   ]**    **Specified Valuation Dates:**                                                                                                                                                           .

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

 

32

----

 

**EXECUTION PAGE**

 

The Employer, byexecuting this Adoption Agreement, hereby agrees to the provisions of this Planand Trust.

 
|   | Employer:              | California Coastal  Communities, Inc. |
|--------|------------------------|--------------------------------------------|
|   |                   |
|   | Date:                  | 4/19/10                                    |
|   |                   |
|   | Signed:                | /s/ S.G. Sciutto                           |
|   |                   |
|   | Sandra G. Sciutto, SVP |
|   | [*print name/title*]   |
|        |                        |                                            |  |

 

The Trustee, by executing thisAdoption Agreement, hereby accepts its position and agrees to all of theobligations, responsibilities and duties imposed upon the Trustee under thePrototype Plan and Trust. If the Employer under Election 5(c), 5(d), or5(e) will use a separate Trust, the Trustee need not execute this AdoptionAgreement.

 
|   | Nondiscretionary Trustee(s):            | Prudential Trust Company                            |
|--------|-----------------------------------------|-----------------------------------------------------|
|   |                                    |
|   | Date:                                   | 4/30/2010                                           |
|   |                                    |
|   | Signed:                                 | /s/ Michael G. Williamson                           |
|   |                                    |
|   | Michael G. Williamson V.P., Pru  Trust  |
|   | [*print name/title*]                    |
|   |                                    |
|   | Nondiscretionary Trustee(s):            |                                                |
|   |                                    |
|   | Date:                                   |                                                |
|   |                                    |
|   | Signed:                                 |                                                |
|   |                                    |
|   |                                    |
|   | [*print name/title*]                    |
|   |                                    |
|   | Prototype Plan Sponsor:                 | The Prudential Insurance Company of  America (PICA) |
|   |                                    |
|   | Date:                                   | 4/30/2010                                           |
|   |                                    |
|   | Signed:                                 | /s/ Christine C. Marcks                             |
|   |                                    |
|   | Christine C. Marcks Senior V.P.  (PICA) |
|   | [*print name/title*]                    |
|        |                                         |                                                     |  |  |

 

**Use of Adoption Agreement.** Failure tocomplete properly the elections in this Adoption Agreement may result indisqualification of the Employer’s Plan. The Employer only may use thisAdoption Agreement only in conjunction with the basic plan document referencedby its document number on Adoption Agreement page one.

 

**Execution for Page SubstitutionAmendment Only.** If this paragraph is completed, thisExecution Page documents an amendment to Adoption AgreementElection(s)       effective                       ,by substitute Adoption Agreementpage number(s)             .The Employer should retain all Adoption Agreement Execution Pages andamended pages. [*Note: The Effective Date maybe retroactive or may be prospective as permitted under Applicable Law.*]

 

**Prototype PlanSponsor.** The Prototype Plan Sponsor identified on the firstpage of the basic plan document will notify all adopting Employers of anyamendment to this Prototype Plan or of any abandonment or discontinuance by thePrototype Plan Sponsor of its maintenance of this Prototype Plan. For inquiriesregarding the adoption of the Prototype Plan, the Prototype Plan Sponsor’sintended meaning of any Plan provisions or the effect of the Opinion Letterissued to the Prototype Plan Sponsor, please contact the Prototype Plan Sponsorat the following address and telephone number:   751 Broad Street,Newark, NJ 07102-3777   1-800-848-4015.

 

**Reliance on Sponsor Opinion Letter.******The Prototype Plan Sponsor has obtained from the IRS anOpinion Letter specifying the form of this Adoption Agreement and the basicplan document satisfy, as of the date of the Opinion Letter, Code §401. Anadopting Employer may rely on the Prototype Sponsor’s IRS Opinion Letter only to the extent provided in Rev.Proc. 2005-16. The Employer may not rely on the Opinion Letter in certain othercircumstances or with respect to certain qualification requirements, which arespecified in the Opinion Letter and in Rev. Proc. 2005-16, Sections 19.02 and19.03. In order to have reliance in such circumstances or with respect to suchqualification requirements, the Employer must apply for a determination letterto Employee Plans Determinations of the IRS.

 

33

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**APPENDIXA**

**EGTRRARESTATED PLANS - SPECIAL EFFECTIVE DATES**

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

 

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

[*Note:**If the Employer elects 53(a), do notcomplete the balance of this Election 53.*]

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

[*Note: The Employer shoulduse this Appendix A where it is restating its Plan for EGTRRA with aretroactive Effective Date, but where one or more Adoption Agreement electionsunder the restated Plan became effective after the Plan's general restatementEffective Date under Election 4(b). For periods prior to the below-specifiedspecial Effective Date(s), the Plan terms in effect prior to its restatementunder this Adoption Agreement control for purposes of the designatedprovisions. Any special Effective Date the Employer elects must comply withApplicable Law.*]

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

[*Note: The Plan may notpermit Roth Deferrals before January 1, 2006.*]

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

(d)**              ****[   ]**    **Compensation (1.11).** The Compensationdefinition under Election(s)            *(specify 9-11 as applicable)* areeffective:                         .

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

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

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

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

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

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

(k)               **[   ]**    **Allocation conditions (3.06).** Theallocation conditions under Election(s)            *(specify 31-32 as applicable)*areeffective:                         .

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

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

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

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

(p)              **[   ]**    **Distributions (6.01 and 6.03).** Thedistribution elections under Election(s)            *(specify 44-50 as applicable)*areeffective:                         .

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

(r)                 **[X]**    **Special Effective Date(s) for other elections***(specify elections and dates)*:  If this Plan is retroactively effective on theEffective Date, the provisions of this Plan generally control, however, if theprovisions of this Plan are different from the provisions of the Employer'sprior plan, and after the retroactive Effective Date of this Plan, the Employeroperated in compliance with the provisions of the prior plan, the provisions ofsuch prior plan are incorporated into this Plan for purposes of determiningwhether the Employer operated the Plan in compliance with its terms, providedoperation in compliance with the terms of the prior plan do not violate anyqualification requirements under the Code, regulations or other IRS guidance.       

 

1

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**APPENDIX B**

**BASIC PLAN DOCUMENT OVERRIDE ELECTIONS**

 

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

[*Note:**If the Employer elects 54(a), do notcomplete the balance of this Election 54*.]

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

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

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

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

(2)               **[   ]    Alternative (general) 415 Compensation(1.11(B)(4)).** The Employerelects to apply the alternative (general) 415 definition of Compensation inlieu of simplified 415 Compensation. As to amounts received from an unfundednonqualified deferred compensation plan which is includible in gross income inthe taxable year of receipt *(Choose one ofa. or b.)*:

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

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

(3)               **[X]    Inclusionof Deemed 125 Compensation (1.11(C)).**Compensation under Section 1.11 includes Deemed 125 Compensation.

(4)               **[   ]    Inclusion of Post-SeveranceCompensation (1.11(I) and 4.05(C)(1)).** The Plan includes Post-Severance Compensation within themeaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections1.11(I) and 4.05(C)(1) as follows *(Chooseone or both of a. and b.)*:

a.                    **[   ]    Include for 415 testing.** Include for 415 testing and for other testing which uses415 Compensation. This provision applies effective as of                         *(specify a date which is no earlier than January 1,2005)*.

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

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

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

b.                   **[   ]**    **All Participants.** Apply to all disabledParticipants. The Employer will make Employer Contributions for such disabledParticipants for:                                                                                                 *(specify afixed or determinable period)*.

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

 

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

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

[*Note: The election of an offset under this Election54(b)(8) requires that the Employer aggregate its plan with the leasingorganization's plan for coverage and nondiscrimination testing.*]

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

 

1

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

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

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

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

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

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

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

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

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

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

 

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

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

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

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

 

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

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

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

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

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

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

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

(2)               **[   ]    Alternative "grossed-up"vesting formula (5.03(C)(2)).**The Employer elects the alternative vesting formula described in Section5.03(C)(2).

(3)               **[   ]    a.       Sourceof Cash-Out forfeiture restoration (5.04(B)(5)).**To restore aParticipant's Account Balance as described in Section 5.04(B)(5), the PlanAdministrator, to the extent necessary, will allocate from the followingsource(s) and in the following order *(Specify,in order, one or more of the following: Forfeitures, Earnings, and/or EmployerContribution)*:              .

 

2

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                             **[   ]**    **b.       ForfeitureRestoration and Conditions for Restoration (5.04(B).** The PlanAdministrator will restore a re-employed Participant's Account Balance underthis Section 5.04(B) without requiring repayment by the Participant of theentire amount of the Cash-Out Distribution to the Trust.

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

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

a.                    **[   ]    Nonelectiverule.**  Under the nonelective rule.

b.                   **[   ]    Rolloverrule.**  Under the rollover rule.

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

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

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

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

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

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

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

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

b.                   **[   ]    SBJPA definition to specified date.** Will apply the pre-SBJPA definition until                         *(the stated date may not be earlier than January 1,1997)*, and thereafter will apply the RBD definition in Section6.02(E)(7)(a) and (b).

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

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

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

(7)               **[   ]    Replacement of $5,000 amount (6.09).** All Plan references (except in Sections 3.02(D), 3.10 and3.12(C)(2)) to "$5,000" will be $           . *(Specify**anamount less than $5,000.)*

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

(1)               **[   ]    Contributions prior to accrual or precisedetermination (7.04(B)(5)(b)).**The Plan Administrator will allocate Earnings described in Section7.04(B)(5)(b) as follows *(Choose one of a.,b., or c.)*:

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

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

c.                    **[   ]    Weighted average.** Allocate the Earnings on Matching Contributions using theweighted average method in a manner similar to the method described in Section7.04(B)(4)(d).

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

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

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

 

3

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

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

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

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

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

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

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

 

4

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**APPENDIX C**

**LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUSTAMENDMENTS**

 

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

[*Note: A discretionary or nondiscretionary Trusteealso may invest in any group trust fund authorized by an independent NamedFiduciary.*]

 

56.     **[   ]**    PERMISSIBLETRUST AMENDMENTS**(8.11)**. TheEmployer makes the following amendments to the Trust as permitted under Rev.Proc. 2005-16, Section 5.09 *(Chooseone or more of (a) through (c) as applicable)*:

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

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

                                                                                                                                                                                          .

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

                                                                                                                                                                                          .

(c)               **[   ]    Otheradministrative provisions.** The Employer amends the other administrative provisionsof the Trust as follows:

                                                                                                                                                                                          .

 

1

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**APPENDIXD**

**TABLEI: ACTUARIAL FACTORS**

UP-1984

Without Setback

 

Number of years

from attained age

at the end of Plan Year until

Normal Retirement Age                                           7.50%                                                                 8.00%                                                     8.50%

 

                                                                                                                                                            0                                                                                                      8.458                                                                     8.196                                                         7.949

                                                                                                                                                            1                                                                                                      7.868                                                                     7.589                                                         7.326

                                                                                                                                                            2                                                                                                      7.319                                                                     7.027                                                         6.752

                                                                                                                                                            3                                                                                                      6.808                                                                     6.506                                                         6.223

                                                                                                                                                            4                                                                                                      6.333                                                                     6.024                                                         5.736

                                                                                                                                                            5                                                                                                      5.891                                                                     5.578                                                         5.286

                                                                                                                                                            6                                                                                                      5.480                                                                     5.165                                                         4.872

                                                                                                                                                            7                                                                                                      5.098                                                                     4.782                                                         4.491

                                                                                                                                                            8                                                                                                      4.742                                                                     4.428                                                         4.139

                                                                                                                                                            9                                                                                                      4.412                                                                     4.100                                                         3.815

                                                                                                                                                      10                                                                                                      4.104                                                                     3.796                                                         3.516

                                                                                                                                                      11                                                                                                      3.817                                                                     3.515                                                         3.240

                                                                                                                                                      12                                                                                                      3.551                                                                     3.255                                                         2.986

                                                                                                                                                      13                                                                                                      3.303                                                                     3.014                                                         2.752

                                                                                                                                                      14                                                                                                      3.073                                                                     2.790                                                         2.537

                                                                                                                                                      15                                                                                                      2.859                                                                     2.584                                                         2.338

                                                                                                                                                      16                                                                                                      2.659                                                                     2.392                                                         2.155

                                                                                                                                                      17                                                                                                      2.474                                                                     2.215                                                         1.986

                                                                                                                                                      18                                                                                                      2.301                                                                     2.051                                                         1.831

                                                                                                                                                      19                                                                                                      2.140                                                                     1.899                                                         1.687

                                                                                                                                                      20                                                                                                      1.991                                                                     1.758                                                         1.555

                                                                                                                                                      21                                                                                                      1.852                                                                     1.628                                                         1.433

                                                                                                                                                      22                                                                                                      1.723                                                                     1.508                                                         1.321

                                                                                                                                                      23                                                                                                      1.603                                                                     1.396                                                         1.217

                                                                                                                                                      24                                                                                                      1.491                                                                     1.293                                                         1.122

                                                                                                                                                      25                                                                                                      1.387                                                                     1.197                                                         1.034

                                                                                                                                                      26                                                                                                      1.290                                                                     1.108                                                         0.953

                                                                                                                                                      27                                                                                                      1.200                                                                     1.026                                                         0.878

                                                                                                                                                      28                                                                                                      1.116                                                                     0.950                                                         0.810

                                                                                                                                                      29                                                                                                      1.039                                                                     0.880                                                         0.746

                                                                                                                                                      30                                                                                                      0.966                                                                     0.814                                                         0.688

                                                                                                                                                      31                                                                                                      0.899                                                                     0.754                                                         0.634

                                                                                                                                                      32                                                                                                      0.836                                                                     0.698                                                         0.584

                                                                                                                                                      33                                                                                                      0.778                                                                     0.647                                                         0.538

                                                                                                                                                      34                                                                                                      0.723                                                                     0.599                                                         0.496

                                                                                                                                                      35                                                                                                      0.673                                                                     0.554                                                         0.457

                                                                                                                                                      36                                                                                                      0.626                                                                     0.513                                                         0.422

                                                                                                                                                      37                                                                                                      0.582                                                                     0.475                                                         0.389

                                                                                                                                                      38                                                                                                      0.542                                                                     0.440                                                         0.358

                                                                                                                                                      39                                                                                                      0.504                                                                     0.407                                                         0.330

                                                                                                                                                      40                                                                                                      0.469                                                                     0.377                                                         0.304

                                                                                                                                                      41                                                                                                      0.436                                                                     0.349                                                         0.280

                                                                                                                                                      42                                                                                                      0.406                                                                     0.323                                                         0.258

                                                                                                                                                      43                                                                                                      0.377                                                                     0.299                                                         0.238

                                                                                                                                                      44                                                                                                      0.351                                                                     0.277                                                         0.219

                                                                                                                                                      45                                                                                                      0.327                                                                     0.257                                                         0.202

 

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

 

1

----

** **

**APPENDIXD**

**TABLEII: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE**

**OTHERTHAN 65**

UP-1984

Without Setback

 

 

Normal Retirement

                                    Age                                                                                                                            7.50%                                                     8.00%                                                     8.50%

 

                                                                                                                                    55                                                                                                                                    1.2242                                                   1.2147                                                   1.2058

                                                                                                                                    56                                                                                                                                    1.2043                                                   1.1959                                                   1.1879

                                                                                                                                    57                                                                                                                                    1.1838                                                   1.1764                                                   1.1694

                                                                                                                                    58                                                                                                                                    1.1627                                                   1.1563                                                   1.1503

                                                                                                                                    59                                                                                                                                    1.1411                                                   1.1357                                                   1.1305

                                                                                                                                    60                                                                                                                                    1.1188                                                   1.1144                                                   1.1101

                                                                                                                                    61                                                                                                                                    1.0960                                                   1.0925                                                   1.0891

                                                                                                                                    62                                                                                                                                    1.0726                                                   1.0700                                                   1.0676

                                                                                                                                    63                                                                                                                                    1.0488                                                   1.0471                                                   1.0455

                                                                                                                                    64                                                                                                                                    1.0246                                                   1.0237                                                   1.0229

                                                                                                                                    65                                                                                                                                    1.0000                                                   1.0000                                                   1.0000

                                                                                                                                    66                                                                                                                                    0.9752                                                   0.9760                                                   0.9767

                                                                                                                                    67                                                                                                                                    0.9502                                                   0.9518                                                   0.9533

                                                                                                                                    68                                                                                                                                    0.9251                                                   0.9274                                                   0.9296

                                                                                                                                    69                                                                                                                                    0.8998                                                   0.9027                                                   0.9055

                                                                                                                                    70                                                                                                                                    0.8740                                                   0.8776                                                   0.8810

                                                                                                                                    71                                                                                                                                    0.8478                                                   0.8520                                                   0.8561

                                                                                                                                    72                                                                                                                                    0.8214                                                   0.8261                                                   0.8307

                                                                                                                                    73                                                                                                                                    0.7946                                                   0.7999                                                   0.8049

                                                                                                                                    74                                                                                                                                    0.7678                                                   0.7735                                                   0.7790

                                                                                                                                    75                                                                                                                                    0.7409                                                   0.7470                                                   0.7529

                                                                                                                                    76                                                                                                                                    0.7140                                                   0.7205                                                   0.7268

                                                                                                                                    77                                                                                                                                    0.6874                                                   0.6942                                                   0.7008

                                                                                                                                    78                                                                                                                                    0.6611                                                   0.6682                                                   0.6751

                                                                                                                                    79                                                                                                                                    0.6349                                                   0.6423                                                   0.6494

                                                                                                                                    80                                                                                                                                    0.6090                                                   0.6165                                                   0.6238

 

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

 

2

----

 

# **AMENDMENTFOR THE FINAL 415 REGULATIONS**

 

**ARTICLEI**

**PREAMBLE**

 

1.1         **Effective date ofAmendment.** This Amendment is effective for limitation years andplan years beginning on or after July 1, 2007, except as otherwise providedherein.

 

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

 

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

 

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

 

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

 

1.6         **Adoption byprototype sponsor.** Except as otherwise provided herein,pursuant to the provisions of the Plan and Section 5.01 of Revenue Procedure2005-16, the sponsor hereby adopts this Amendment on behalf of all adoptingemployers.

 

**ARTICLEII**

**EMPLOYERELECTIONS**

 

The Employer only needs to complete the questions in Section2.2 in order to override the default provisions set forth below. If the Planwill use all of the default provisions, then these questions should be skippedand the Employer does not need to execute this amendment.

 

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

 

a.                The provisions of the Plan settingforth the definition of compensation for purposes of Code §415 (hereinafter referredto as "415 Compensation"), as well as compensation for purposes ofdetermining highly compensated employees pursuant to Code §414(q) and for top-heavypurposes under Code §416 (including the determination of key employees), shallbe modified by (1) including payments for unused sick, vacation or other leaveand payments from nonqualified unfunded deferred compensation plans (AmendmentSection 3.2(b)), (2) excluding salary continuation payments for participants onmilitary service (Amendment Section 3.2(c)), and (3) excluding salarycontinuation payments for disabled participants (Amendment Section 3.2(d)).

 

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

 

c.                The provision of the Plan settingforth the definition of compensation for allocation purposes (hereinafterreferred to as "Plan Compensation") shall be modified to provide forthe same adjustments to Plan Compensation (for all contribution types) that aremade to 415 Compensation pursuant to this Amendment. 

 

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

 

**415 Compensation.** (select allthat apply):

a.                **[   ]**       Exclude leave cashouts and deferredcompensation (Section 3.2(b))

b.               **[   ]**       Include military continuationpayments (Section 3.2(c))

c.                **[   ]**       Include disability continuationpayments (Section 3.2(d)):

1.               **[   ]**       For Nonhighly Compensated Employeesonly

2.               **[   ]**       For all participants and the salarycontinuation will continue for the following fixed or determinableperiod:                                             

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

 

1

----

 

**PlanCompensation.** (select all that apply):

 

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

 

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

** **

**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        ****Elective**

                                                                                                                                                                                                                                                                                                                                                                                                            **All**                                                          **Deferrals****                ****Matching****            ****Nonelective**

 

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

 

f.                 [   ]       No change from existing Planprovisions                                                                                                                      1.   [   ]     **OR**                               2.   [   ]                               3.   [   ]                                           4.   [   ]

 

g.               [   ]       Exclude all post-severancecompensation                                                                                                                       1.   [   ]     **OR**                               2.   [   ]                               3.   [   ]                                           4.   [   ]

 

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

 

i.                  [   ]       Exclude leave cashouts and deferredcompensation                                                                         1.   [   ]     **OR**                               2.   [   ]                               3.   [   ]                                           4.   [   ]

 

j.                  [   ]       Include post-severance militarycontinuation payments                                                        1.   [   ]     **OR**                               2.   [   ]                               3.   [   ]                                           4.   [   ]

 

k.               [   ]       Include post-severance disabilitycontinuation payments:                                              1.   [   ]     **OR**                               2.   [   ]                               3.   [   ]                                           4.   [   ]

a.                [  ]       For NonhighlyCompensated Employees only

b.               [  ]       For allparticipants and the salary continuation

will continue forthe following fixed or determinable

period:                                                                                                                                                                                     

 

l.                  [   ]       Other                                                                                                                                                                                                                                                                                            (describe)

 

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

m.                                                                                                                                                                                                                                                                                                                                                             (enter theeffective date)

 

**ARTICLEIII**

**FINALSECTION 415 REGULATIONS**

 

3.1         **Effective date.** Theprovisions of this Article III shall apply to limitation years beginning on andafter July 1, 2007.

 

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

 

(a)           **Regular pay.** 415 Compensation shall includeregular pay after severance of employment if:

 

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

 

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

 

2

----

 

(b)          **Leave cashouts anddeferred compensation.** Leave cashouts shall be included in415 Compensation, unless otherwise elected in Section 2.2 of this Amendment, ifthose amounts would have been included in the definition of 415 Compensation ifthey were paid prior to the participant's severance from employment, and theamounts are payment for unused accrued bona fide sick, vacation, or otherleave, but only if the participant would have been able to use the leave ifemployment had continued. In addition, deferred compensation shall be includedin 415 Compensation, unless otherwise elected in Section 2.2 of this Amendment,if the compensation would have been included in the definition of 415Compensation if it had been paid prior to the participant's severance fromemployment, and the compensation is received pursuant to a nonqualifiedunfunded deferred compensation plan, but only if the payment would have beenpaid at the same time if the participant had continued in employment with theEmployer and only to the extent that the payment is includible in theparticipant's gross income.

 

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

 

(d)          **Salary continuationpayments for disabled Participants.** Unless otherwise elected in Section2.2 of this Amendment, 415 Compensation does not include compensation paid to aparticipant who is permanently and totally disabled (as defined in Code§22(e)(3)). If elected, this provision shall apply to either just non-highlycompensated participants or to all participants for the period specified inSection 2.2 of this Amendment.

 

3.3         **Administrative delay("the first few weeks") rule.** 415 Compensationfor a limitation year shall not include, unless otherwise elected in Section2.2 of this Amendment, amounts earned but not paid during the limitation yearsolely because of the timing of pay periods and pay dates. However, if electedin Section 2.2 of this Amendment, 415 Compensation for a limitation year shallinclude amounts earned but not paid during the limitation year solely becauseof the timing of pay periods and pay dates, provided the amounts are paidduring the first few weeks of the next limitation year, the amounts areincluded on a uniform and consistent basis with respect to all similarlysituated participants, and no compensation is included in more than onelimitation year.

 

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

 

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

 

(a)           **Restorativepayments.** Annual additions for purposes of Code §415 shall notinclude restorative payments. A restorative payment is a payment made torestore losses to a Plan resulting from actions by a fiduciary for which thereis reasonable risk of liability for breach of a fiduciary duty under ERISA orunder other applicable federal or state law, where participants who aresimilarly situated are treated similarly with respect to the payments.Generally, payments are restorative payments only if the payments are made inorder to restore some or all of the plan's losses due to an action (or afailure to act) that creates a reasonable risk of liability for such a breachof fiduciary duty (other than a breach of fiduciary duty arising from failureto remit contributions to the Plan). This includes payments to a plan madepursuant to a Department of Labor order, the Department of Labor's VoluntaryFiduciary Correction Program, or a court-approved settlement, to restorelosses to a qualified defined contribution plan on account of the breach offiduciary duty (other than a breach of fiduciary duty arising from failure toremit contributions to the Plan). Payments made to the Plan to make up forlosses due merely to market fluctuations and other payments that are not madeon account of a reasonable risk of liability for breach of a fiduciary dutyunder ERISA are not restorative payments and generally constitute contributionsthat are considered annual additions.

 

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

 

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

 

3

----

 

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

 

3.7         **Excess AnnualAdditions.** Notwithstanding any provision of the Plan to thecontrary, if the annual additions (within the meaning of Code §415) areexceeded for any participant, then the Plan may only correct such excess inaccordance with the Employee Plans Compliance Resolution System (EPCRS) as setforth in Revenue Procedure 2006-27 or any superseding guidance,including, but not limited to, the preamble of the final §415 regulations.

 

3.8         **Aggregation andDisaggregation of Plans.**

 

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

 

(1)          A former Employer is a"predecessor employer" with respect to a participant in a planmaintained by an Employer if the Employer maintains a plan under which theparticipant had accrued a benefit while performing services for the formerEmployer, but only if that benefit is provided under the plan maintained by theEmployer. For this purpose, the formerly affiliated plan rules in Regulation Section1.415(f)-1(b)(2) apply as if the Employer and predecessor Employerconstituted a single employer under the rules described in Regulation Section1.415(a)-1(f)(1) and (2) immediately prior to the cessation ofaffiliation (and as if they constituted two, unrelated employers under therules described in Regulation Section 1.415(a)-1(f)(1) and (2)immediately after the cessation of affiliation) and cessation of affiliationwas the event that gives rise to the predecessor employer relationship, such asa transfer of benefits or plan sponsorship.

 

(2)          With respect to an Employer of aparticipant, a former entity that antedates the Employer is a "predecessoremployer" with respect to the participant if, under the facts andcircumstances, the Employer constitutes a continuation of all or a portion ofthe trade or business of the former entity. 

 

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

 

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

 

 

**ARTICLEIV**

**PLANCOMPENSATION**

 

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

 

4.2         **Compensation paid afterseverance from employment.** Compensation for purposes ofallocations (hereinafter referred to as Plan Compensation) shall be adjusted,unless otherwise elected in Amendment Section 2.2, in the same manner as 415Compensation pursuant to Article III of this Amendment if those amounts wouldhave been included in Compensation if they were paid prior to the Participant'sseverance from employment, except in applying Article III, the term"limitation year" shall be replaced with the term "planyear" and the term "415 Compensation" shall be replaced with theterm "Plan Compensation."

 

4

----

 

4.3         **Option to apply PlanCompensation provisions early.** The provisions of this Article shallapply for Plan Years beginning on and after July 1, 2007, unless anothereffective date is specified in Section 2.2 of this Amendment.

 

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

** **

**__________________________________________________________(signature and date)**

** **

**Sponsor Name:**ThePrudential Insurance Company of America (PICA)

 

**NOTE: The Employeronly needs to execute this Amendment if an election has been made in Section2.2 of this Amendment.**

 

This amendment has been executed this _________________ dayof ______________________________, ________.

 

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

 

Name ofEmployer:  California Coastal Communities, Inc.                                                                                                              

 

By:                                                                                                                                                                                                                                                                                                                                                                             

                                                                                                EMPLOYER

 

5

----

 

**PRUDENTIALADOPTION AGREEMENT**

**ADMINISTRATIVECHECKLIST**

June 1, 2010

 

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

* *

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

 

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

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

 

AC2.          PLAN LOANS**(7.06)**. The Plan permits or does not permitParticipant Loans as follows *(Choose one of(a) or (b))*:

(a)           **[   ]****      ****Doesnot permit.**

(b)          **[X]****      ****Permitted pursuant to the Loan Policy.** See SFC Election 72to complete Loan Policy.

 

AC3.          HARDSHIPDISTRIBUTION SUSPENSION PERIOD**(6.07(A)(2))**.A Participant who receives a safe harbor hardship distribution may not makeElective Deferrals or Employee Contributions to the Plan during the 6-monthperiod following the date of the hardship distribution, unless the PlanAdministrator elects in (b) below to require a longer period. *(Choose one of (a) or (b))*:

(a)           **[X]**       The Plan willapply the 6-month suspension period as described in Section 6.07(A)(2) of thePlan.

(b)          **[   ]**       The Plan will modify the suspensionperiod as described in Section 6.07(A)(2) of the Plan. A Participant whoreceives a safe harbor hardship distribution may not make Elective Deferrals orEmployee Contributions to the Plan during the                       -month *(enter a number of months, not to exceed 12)*period following the date of the Hardship Distribution.

 

AC4.          SPOUSAL CONSENT FORDISTRIBUTIONS**(7.02(C)(2))**.The following serves as the Plan's administrative policy with regard to therequirement of spousal consent for distributions that are not otherwise subjectto the Qualified Joint and Survivor Annuity requirements. *(Choose one of (a) through (c) as applicable)*:

(a)           **[   ]**       Not Applicable. Plan is subject tothe Qualified Joint and Survivor Annuity requirements outlined in the Plan thusall distributions exceeding the threshold identified in the Plan are subject tospousal consent.

(b)          **[X]**       Participantswill not be required to obtain spousal consent for all distributions made fromthe Plan (unless the Participant chooses an annuity form of payment, which willrequire a distribution, and any subsequent distributions, exceeding thethreshold identified in the Plan to be subject to spousal consent).

(c)           **[   ]**       Participants will be required toobtain spousal consent for all distributions made from the Plan exceeding thethreshold identified in the Plan.

 

AC5.          PARTICIPANTDIRECTION OF INVESTMENT**(7.03(B))**.The Plan permits Participant direction of investment or does not permitParticipant direction of investment as to some or all Accounts as follows *(Choose one of (a) or (b))*:

(a)           **[   ]****      ****Doesnot permit.** The Plan does not permit Participant direction ofinvestment of any Account.

(b)          **[X]****      ****Permitted as follows.** The Plan permits Participantdirection of investment. *(Complete (1)through (4))*:

(1)          **Accountsaffected.***(Choose a. or choose oneor more of b. through f.)*:

a.           **[X]****       ****All Accounts.**

b.          **[   ]****       ****ElectiveDeferral Accounts (Pre-tax and Roth) and Employee Contributions.**

c.           **[   ]****       ****AllNonelective Contribution Accounts.**

d.          **[   ]****       ****AllMatching Contribution Accounts.**

e.           **[   ]****       ****AllRollover Contribution and Transfer Accounts.**

f.            **[   ]****       ****SpecifyAccounts:**                                                                                                                                                                                                                                                                                                                                                                                                                                

(2)          **Restrictionson Participant direction***(Choose one of a.or b.)*:

a.           **[X]****       ****None.** Provided the investment does not result in aprohibited transaction, give rise to UBTI, create administrative problems orviolate the Plan terms or Applicable Law.

b.          **[   ]****       ****Restrictions:**                                                                                                                                                                                                                                                                                                                                                                                                                                                           

(3)          **ERISA§404(c).***(Choose one of a. or b.)*:

a.           **[X]****       ****Applies.**

b.          **[   ]****       ****Doesnot apply.**

(4)          **QDIA(Qualified Default Investment Alternative).***(Choose one of a. or b.)*:

a.           **[X]****       ****Applies.** See SFC Election 110 for details.

b.          **[   ]****       ****Doesnot apply.**

 

1

----

 

AC6.          SALARY REDUCTIONAGREEMENT ELECTIONS**(1.54(C))**.The Plan permits Salary Reduction Elections in the following form(s) *(Choose (a) through (e) as applicable)*. 

(a)           **[   ]**       No restriction on method of aParticipant's salary reduction election

(b)          **[X]**       In wholepercentage increments

(c)           **[X]**       In wholedollar increments

(d)          **[   ]**        In percentage increments except thatcatch-up salary reductions may be made in whole percentage increments or wholedollar increments

(e)           **[   ]**       Other:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

 

With respect to timing of SalaryReduction Election changes the Plan permits salary reduction election changesas indicated below *(Choose (a) through (e)as applicable).*

(a)           **[X]**       Permitted atany time and will be effective as soon as administratively feasible

(b)          **[   ]**       Permitted only on the first day ofeach calendar month

(c)           **[   ]**       Permitted only on the first day ofeach calendar quarter

(d)          **[   ]**       Permitted only once every                          (chooseone of 30/60/90) days

(e)           **[   ]**       Other:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

 

With respect to a Participant'sSalary Reduction Election for bonus payments, the following applies *(Choose (a) or (b) as applicable)*.

(a)           **[   ]**       A separate participant election isnot permitted for bonuses. The same Salary Reduction Agreement election willapply to all Elective Deferral Compensation.

(b)          **[X]**       A separateparticipant election will be   permitted  (permitted/required) for bonuses. Participants may make a separate election onthe Salary Reduction Agreement form provided by the Employer which will applyonly to bonus payments. If permitted is elected, the participant's regularelection will apply unless a separate election is made. If you select required,there will be no deferral from bonuses unless the participant makes a separateelection for bonuses.

 

AC7.          ROLLOVERCONTRIBUTIONS**(3.08)**.The Plan permits or does not permit Rollover Contributions as follows *(Choose one of (a) or (b))*:

(a)           **[   ]****      ****Doesnot permit.**

(b)          **[X]****      ****Permits.** Subject to approval by the Plan Administrator and asfurther described below *(Complete (1) and(2))*:

(1)          **Whomay roll over.***(Choose one of a.or b.)*:

a.           **[   ]****       ****Participantsonly.**

b.          **[X]****       ****Eligible Employees or Participants.**

(2)          **Sources/Types.** The Planwill accept a Rollover Contribution *(Chooseone of a. or b.)*:

a.           **[   ]****       ****All.** From anyEligible Retirement Plan and as to all Contribution Types eligible to be rolledinto this Plan.

b.          **[X]****       ****Limited.** Only from the following types of Eligible RetirementPlans and/or as to the following Contribution Types:  All qualified plans excluding after-tax contributionsand IRAs.                                                                                                                                                                                                                                              .

 

AC8.          PLAN EXPENSES**(7.04(C))**. The Employer will pay or thePlan will be charged with non-settlor Plan expenses as follows *(Choose one of (a) or (b))*:

(a)           **[   ]****      ****Employer pays all expenses except those intrinsic to Trust assets whichthe Plan will pay (e.g., brokerage commissions).**

(b)          **[X]****      ****Plan pays some or all non-settlor expenses.** See SFCElection 126 for details.

 

AC9.          RELATED ANDPARTICIPATING EMPLOYERS**(1.23(C)/(D))**.There are or are not Related Employers and Participating Employers as follows *(Complete (a) through (c))*:

(a)           **RelatedEmployers.***(Choose one of (1)or (2))*:

(1)          **[   ]****      ****None.**

(2)          **[X]****      ****Name(s) of Related Employers:** Hearthside Homes, Inc.                                                                                                                      

(b)          **Participating(Related) Employers.***(Chooseone of (1) or (2))*:

(1)          **[   ]****      ****None.**

(2)          **[X]****      ****Name(s) of Participating Employers:** Hearthside Homes Inc.                                                                                               See SFCElection 73 for details.

(c)           **FormerParticipating Employers.***(Chooseone of (1) or (2))*:

(1)          **[X]****      ****None.**

(2)          **[   ]****      ****Applies.**

 

**Name(s)****                                                                                                                                        ****Date of cessation**

 

                                                                                                                                                                                                                                                                 

 

                                                                                                                                                                                                                                                                 

 

AC10.    TOP-HEAVY MINIMUM-MULTIPLE PLANS**(10.03)**. If the Employer maintains anotherplan, this Plan provides that the Plan Administrator operationally willdetermine in which plan the Employer will satisfy the Top-Heavy MinimumContribution (or benefit) requirement as to Non-Key Employees who participatein such plans and who are entitled to a Top-Heavy Minimum Contribution (orbenefit). This Election documents the Plan Administrator's operationalelection. *(Choose (a) or choose one of (b)or (c))*:

(a)           **[   ]****      ****Doesnot apply.**

(b)          **[   ]****      ****Ifonly another Defined Contribution Plan.** Make the Top-HeavyMinimum Allocation *(Choose one of (1) or(2))*:

 

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(1)          **[   ]**       **To this Plan.**

(2)          **[   ]****      ****To another Defined Contribution Plan:**                                                                                                                                                                                                                                                                     (plan name)

(c)           **[X]****      ****If one or more Defined Benefit Plans.** Make the Top-HeavyMinimum Allocation or provide the top-heavy minimum benefit *(Choose one of (1), (2), or (3))*:

(1)          **[X]****      ****To this Plan.** Increase the Top-Heavy MinimumAllocation to 5%.

(2)          **[   ]****      ****To another Defined Contribution Plan.** Increase theTop-Heavy Minimum Allocation to 5% and provide under the:                                                 (name ofother Defined Contribution Plan).

(3)          **[   ]****      ****To a Defined Benefit Plan.** Provide the 2% top-heavy minimumbenefit under the:                             (name of Defined Benefit Plan) and applying the following interest rate andmortality assumptions:                             .

 

AC11.    SELF-EMPLOYED PARTICIPANTS**(1.21(A))**. One or more self-employedParticipants with Earned Income benefits in the Plan as follows *(Choose one of (a) or (b))*:

(a)           **[X]****      ****None.**

(b)          **[   ]****      ****Applies.**

 

AC12.    PROTECTED BENEFITS**(11.02(C))**. The following ProtectedBenefits no longer apply to all Participants or do not apply to designatedamounts/Participants as indicated, having been eliminated by a Plan amendment *(Choose (a), or one or both of (b)**– (c) asapplicable**)*:

(a)           **[X]****      ****Does not apply.** No Protected Benefits have beeneliminated.

(b)          **[   ]****      ****Applies.** Protected Benefits have been eliminated as follows *(Choose one or more of rows (1) through (4) asapplicable. Choose one of columns (1), (2), or (3), and complete column (4))*:

 
|                                                                                                                                                | **(1)**

**All**

**Participants/**

**Accounts** | **(2)**

**Post-E.D.**

**Contribution**

**Accounts only** | **(3)**

**Post-E.D.**

**Participants**

**only** | **(4)**

**Effective**

**Date**

**(E.D.)** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|-------------------------------------------------------------|----------------------------------------------------|----------------------------------------------|
| (1)          **[   ]****      ****QJSA/QPSA  distributions**   | **[   ]**                               | **[   ]**                                         | **[   ]**                                | ______________                               |
| (2)          **[   ]****      ****Installment  distributions** | **[   ]**                               | **[   ]**                                         | **[   ]**                                | ______________                               |
| (3)          **[   ]****      ****In-kind  distributions**     | **[   ]**                               | **[   ]**                                         | **[   ]**                                | ______________                               |

(4)          **[   ]****      ****Specify:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

(c)           **[   ]****      ****Applies.**List any Protected Benefits that areprovided under this Plan but that are not specifically provided for under theAdoption Agreement (*complete (1), (2) and(3), select one of (4) or (5), and complete (a) through (j) as applicable*):

(1)          **[   ]****      ****EffectiveDate: ****                                                                                                                                                                             **

(2)          **[   ]****      ****Nameof Predecessor Plan: **                                                                                                                                                                                                                                                                                                                                                                                                                                   

(3)          **[   ]****      ****Nameof Merged Plan: **                                                                                                                                                                                                                                                                                                                                                                                                                                                        

This addendumis with respect to (*choose one of (4) or (5)*):

(4)          **[   ]****      **Participants as ofthe Effective Date indicated above

(5)          **[   ]****      **Participant accountsaccrued as of the Effective Date above

 

AC13.    LIFE INSURANCE**(9.01)**. The Trust invests or does notinvest in life insurance Contracts as follows *(Chooseone of (a) or (b))*:

(a)           **[X]****      ****Does not apply.**

(b)          **[   ]****      ****Applies.** Subject tothe limitations and other provisions in Article IX and/or Appendix B.

 

AC14.    DISTRIBUTION OF CASH OR PROPERTY**(8.04)**. The Plan provides for distributionin the form of *(Choose one of (a) or (b))*:

(a)           **[X]****      ****Cash only.** Except where property distributionis required or permitted under Section 8.04.

(b)          **[   ]****      ****Cashor property.** At the distributee's election and consistent with anyPlan Administrator policy under Section 8.04.

 

AC15.    EMPLOYER SECURITIES/EMPLOYER REALPROPERTY**(8.02(A)(13))**.The Trust invests or does not invest in qualifying Employer securities and/orqualifying Employer real property as follows *(Chooseone of (a) or (b))*:

(a)           **[X]****      ****Does not apply.**

(b)          **[   ]****      ****Applies.** Suchinvestments are subject to the limitations of Section 8.02(A)(13) and/orAppendix B.

 

CLIENTACKNOWLEDGEMENT

By adopting thisadministrative checklist, serving as an administrative policy, we directPrudential to make any adjustments that may be necessary to its record-keepingsystem. The Plan Sponsor understands their responsibility to notifyparticipants of this administrative policy and the administrative proceduresherein.

 

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I confirm that I am authorized by theEmployer to adopt the rules of procedure and policies enclosed herein. As thePlan Administrator, I consider these rules of procedure and policies reasonableor necessary for the proper and efficient administration of the Plan.Therefore, upon my signature below, I hereby adopt this AdministrativeChecklist as an administrative policy to the Plan.

 

PlanAdministrator:   //S. G. Sciutto//                                                                                                                                                                                                                                                                 Date: 4/19/10                                                                                                                                                                       

 

 

Plan Name:   CaliforniaCoastal Communities 401(k) Plan                                                                                                                                                                                                                                                                                                        

Plan Number:   001*  **                                                                                                  *

 

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