Exhibit 10.5


THE CORPORATEPLAN


FOR
RETIREMENTSM


(PROFIT SHARING/401(K) PLAN)


A FIDELITY PROTOTYPE PLAN


Non-Standardized Adoption
Agreement No. 001


For use With


Fidelity Basic Plan Document No. 02


FIDELITY
INVESTMENTS


FWP-CONVENTION


2005 DEC 28  AM 9:30


	
  Plan Number: 48634

  	
   

  
	
  The CORPORATEplan for RetirementSM

  	
   

  
	
   

  	
  Non-Std PS Plan

  
	
   

  	
  10/09/2003

  
	
  © 2003 FMR Corp.

  
	
  All rights
  reserved.

  



 
















ADOPTION AGREEMENT


ARTICLE 1


NON-STANDARDIZED
PROFIT SHARING/401(K) PLAN


1.01                        PLAN
INFORMATION


(a)                                  Name of Plan:


This is The Children’s Place 401(k) Savings Plan
(the “Plan”)


(b)                                  Type of Plan:


(1)                                  x                                  401(k)
Only


(2)                                  o                                    401(k)
and Profit Sharing


(3)                                  o                                    Profit
Sharing Only


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


Address:


Telephone Number:


The Administrator is the agent for service of legal
process for the Plan.


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


(e)                                  Three
Digit Plan Number:  001


(f)                                    Limitation Year (check one):


(1)                                 o                                    Calendar Year


(2)                                 x                                  Plan
Year


(3)                                 o                                    Other:


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


(1)                                 o                                    New Plan Effective
Date:


(2)                                 x                                  Amendment
Effective Date:                                              01/01/2006



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This is (check one):


(A)         x                                   an amendment and
restatement of a Basic Plan Document No. 02 Adoption Agreement previously
executed by the Employer; or


(B)         o                                     a conversion to a
Basic Plan Document No. 02 Adoption Agreement.


The original effective
date of the Plan: 9/1/1990


(3)          o                                    This is an
amendment and restatement of the Plan and the Plan was not amended prior to the
effective date specified in Subsection 1.01(g)(2) above to comply with the
requirements of the Acts specified in the Snap Off Addendum to the Adoption
Agreement. The provisions specified in the Snap Off Addendum are effective as
of the dates specified in the Snap Off Addendum, which dates may be prior to
the Amendment Effective Date. Please read and complete, if necessary, the Snap
Off Addendum to the Adoption Agreement.


(4)          o                                    Special Effective Dates - Certain
provisions of the Plan shall be effective as of a date other than the date
specified above. Please complete the Special Effective Dates Addendum to the
Adoption Agreement indicating the affected provisions and their effective
dates.


(5)          o                                    Plan Merger Effective Dates. Certain
plan(s) were merged into the Plan and certain provisions of the Plan are
effective with respect to the merged plan(s) as of a date other than the date
specified above. Please complete the Special Effective Dates Addendum to the
Adoption Agreement indicating the plan(s) that have merged into the Plan and
the effective date(s) of such merger(s).


1.02                        EMPLOYER




	
  (a)

  	
  Employer Name:

  	
  The Children’s Place Retail Stores, Inc.

  	
   

  
	
   

  	
    Address:

  	
  915 Secaucus Rd

  	
   

  
	
   

  	
   

  	
  Secaucus, NJ 07094

  	
   

  
	
   

  	
    Contact’s Name:

  	
  Ms. Susan Pergament

  	
   

  
	
   

  	
    Telephone Number:

  	
  (201) 601-8255

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  Employer’s Tax Identification Number:

  	
  31-1241495

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  Employer’s fiscal year end:

  	
  1/31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (3)

  	
  Date business commenced:

  	
  1/1/1968

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  The term
  “Employer” includes the following Related Employer(s) (as defined in
  Subsection 2.01(rr)) (list each participating Related
  Employer and its Employer Tax Identification Number):

  
							






 


1.03                        TRUSTEE




	
  (a)

  	
  Trustee Name:

  	
  Fidelity Management Trust Company

  
	
   

  	
  Address:

  	
  82 Devonshire Street

  
	
   

  	
   

  	
  Boston, MA 02109

  






 



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1.04                        COVERAGE


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


(a)                                  Age Requirement  (check one):


(1)                                 x                                  no
age requirement.


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


(b)                                  Eligibility Service Requirement


(1)                                 Eligibility
to Participate in Plan (check one):


	
  (A)

  	
  o

  	
  no Eligibility Service requirement.

  
	
   

  	
   

  	
   

  
	
  (B)

  	
  x

  	
  3  (not to exceed 11) months of
  Eligibility Service requirement (no minimum number Hours of Service can be
  required).

  
	
   

  	
   

  	
   

  
	
  (C)

  	
  o

  	
  one year of Eligibility Service requirement (at
  least 1,000 Hours of Service are required during the Eligibility Computation
  Period).

  
	
   

  	
   

  	
   

  
	
  (D)

  	
  o

  	
  two years of Eligibility Service requirement (at
  least 1,000 Hours of Service are required during each Eligibility Computation
  Period). (Do not
  select if Option 1.01(b)(1), 401(k) Only, is checked, unless a different
  Eligibility Service requirement applies to Deferral Contributions under
  Option 1.04(b)(2).)

  
	
   

  	
   

  	
   

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

  



 


(2)          x                                  Special Eligibility Service requirement for Deferral Contributions
and/or Matching Employer Contributions:


(A)                               The
special Eligibility Service requirement applies to (check the appropriate
box(es)):


(i)                                    o                                    Deferral
Contributions.


(ii)                                x                                  Matching
Employer Contributions.


(B)                               The
special Eligibility Service requirement is: (B) - 11 month(s) of Eligibility
Service (Fill in (A), (B), or (C) from Subsection 1.04(b)(l) above).


(c)                                  Eligible Class of Employees  (check
one):


Note: The Plan may
not cover employees who are residents of Puerto Rico. These employees are
automatically excluded from the eligible class, regardless of the Employer’s
selection under this Subsection 1.04(c).



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(1)                                 o                                    includes all
Employees of the Employer.


(2)                                 x                                  includes
all Employees of the Employer except for (check the appropriate box(es)):


(A)                               x                              employees
covered by a collective bargaining agreement.


(B)                               o                                Highly Compensated
Employees as defined in Code Section 414(q).


(C)                               x                              Leased
Employees as defined in Subsection 2.01(cc).


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


(E)                                 x                              other:
Individuals who are considered Freelance Personnel.


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


(d)                                  The Entry Dates shall be  (check one):


(1)          o                                    immediate upon
meeting the eligibility requirements specified in Subsections 1.04(a), (b), and
(c).


(2)          o                                    the first day of
each Plan Year and the first day of the seventh month of each Plan Year.


(3)          o                                    the first day of
each Plan Year and the first day of the fourth, seventh, and tenth months of
each Plan Year.


(4)          x                                  the
first day of each month.


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


(e)         o                                        Special Entry Date(s)  - In addition to the Entry Dates
specified in Subsection 1.04(d) above, the following special Entry Date(s)
apply for Deferral and/or Matching Employer Contributions. (Special Entry Dates may only be
selected if Option 1.04(b)(2), special Eligibility Service requirement, is
checked. The same Entry Dates must be selected for contributions that are
subject to the same Eligibility Service requirements.)



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(1)                                 The
special Entry Date(s) shall apply to (check the appropriate box(es)):


(A)                               o                                    Deferral
Contributions.


(B)                               o                                    Matching Employer
Contributions.


(2)                                 The
special Entry Date(s) shall be:            
(Fill in (1), (2), (3), (4), or (5) from Subsection 1.04(d) above).


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


(1)          x                                  no
exceptions.


(2)          o                                    Employees employed
on the Effective Date in Subsection 1.01(g)(l) or (2) shall become Participants
on that date.


(3)          o                                    Employees who meet
the age and service requirement(s) of Subsections 1.04(a) and (b) on the
Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on
that date.


1.05                        COMPENSATION


Compensation for
purposes of determining contributions shall be as defined in Section 5.02,
modified as provided below.


(a)                                  Compensation Exclusions: Compensation shall exclude the item(s)
listed below for purposes of determining Deferral Contributions, Employee
Contributions, if any, and Qualified Nonelective Employer Contributions, or, if
Subsection 1.01(b)(3), Profit Sharing Only, is selected, Nonelective Employer
Contributions. Unless otherwise indicated in Subsection 1.05(b), these
exclusions shall also apply in determining all other Employer-provided
contributions. (Check the appropriate box(es); Options (2), (3), (4), (5), and
(6) may not be elected with respect to Deferral Contributions if Option
1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked):


(1)          o                                    No exclusions.


(2)          o                                    Overtime Pay.


(3)          o                                    Bonuses.


(4)          o                                    Commissions.


(5)          x                                  The
value of a qualified or a non-qualified stock option granted to an Employee by
the Employer to the extent such value is includable in the Employee’s taxable
income.


(6)          x                                  Severance
Pay.



 5
 









(b)                                  Special Compensation Exclusions for
Determining Employer-Provided Contributions in Article 5 (either
(1) or (2) may be selected, but not both):


(1)          o                                   Compensation for
purposes of determining Matching, Qualified Matching, and Nonelective Employer
Contributions shall exclude:                                   
(Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.)


(2)          o                                   Compensation for
purposes of determining Nonelective Employer Contributions only shall exclude:                           
(Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.)


Note: If the
Employer selects Option (2), (3), (4), (5), or (6) with respect to Nonelective
Employer Contributions, Compensation must be tested to show that it meets the
requirements of Code Section 414(s) or 401(a)(4). These exclusions shall not
apply for purposes of the “Top Heavy” requirements in Section 15.03, for
allocating safe harbor Matching Employer Contributions if Subsection 1.10(a)(3)
is selected, for allocating safe harbor Nonelective Employer Contributions if
Subsection 1.11(a)(3) is selected, or for allocating non-safe harbor
Nonelective Employer Contributions if the Integrated Formula is elected in Subsection
1.11(b)(2).


(c)                                  Compensation for the First Year of
Participation - Contributions for the Plan Year in which an
Employee first becomes a Participant shall be determined based on the Employee’s
Compensation (check one):


(1)          o                                       for the entire
Plan Year.


(2)          x                                     for
the portion of the Plan Year in which the Employee is eligible to participate
in the Plan.


Note: If the
initial Plan Year of a new Plan consists of fewer than 12 months from the
Effective Date in Subsection 1.01(g)(l) through the end of the initial Plan
Year, Compensation for purposes of determining the amount of contributions,
other than non-safe harbor Nonelective Employer Contributions, under the Plan
shall be the period from such Effective Date through the end of the initial
year. However, for purposes of determining the amount of non-safe harbor
Nonelective Employer Contributions and for other Plan purposes, where
appropriate, the full 12-consecutive-month period ending on the last day of the
initial Plan Year shall be used.


1.06                        TESTING
RULES


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


(1)          x                                  Current Year Testing Method - The “ADP” or “ACP”
of Highly Compensated Employees for the Plan Year shall be compared to the “ADP”
or “ACP” of Non-Highly Compensated Employees for the same Plan Year. (Must choose if Option 1.10(a)(3),
Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor
Formula, with respect to Nonelective Employer Contributions is checked.)


(2)          o                                    Prior Year Testing Method - The “ADP” or “ACP”
of Highly Compensated Employees for the Plan Year shall be compared to the “ADP”
or “ACP” of Non-Highly Compensated Employees for the immediately preceding Plan
Year. (Do not
choose if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or
Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions is checked.)



 6
 









(3)          o                                      Not applicable. (Only if Option 1.01(b)(3), Profit
Sharing Only, is checked or Option 1.04(c)(2)(B), excluding all Highly
Compensated Employees from the eligible class of Employees, is checked.)


Note: Restrictions
apply on elections to change testing methods that are made after the end of the
GUST remedial amendment period.


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


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


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


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


(d)                                  HCE Determinations: Top Paid Group Election - All Employees with Compensation
exceeding $80,000 (as indexed) shall be considered Highly Compensated
Employees, unless Top Paid Group Election below is checked.


(1)          o                                   Top Paid Group Election - Employees with
Compensation exceeding $80,000 (as indexed) shall be considered Highly
Compensated Employees only if they are in the top paid group (the top 20% of
Employees ranked by Compensation).


Note: Effective for
determination years beginning on or after January 1, 1998, if the Employer
elects Option 1.06(c)(1) and/or 1.06(d)(1), such election(s) must apply
consistently to all retirement plans of the Employer for determination years
that begin with or within the same calendar year (except that Option 1.06(c)(1),
Calendar Year Determination, shall not apply to calendar year plans).


1.07                        DEFERRAL
CONTRIBUTIONS


(a)          x                                   Deferral Contributions -
Participants may elect to have a portion of their Compensation contributed to
the Plan on a before-tax basis pursuant to Code Section 401(k).


(1)                                 Regular
Contributions - The Employer shall make a Deferral Contribution in
accordance with Section 5.03 on behalf of each Participant who has an executed
salary reduction agreement in effect with the Employer for the payroll period
in question, not to exceed 60% of Compensation for that period.


Note: For
Limitation Years beginning prior to 2002, the percentage elected above must be
less than 25% in order to satisfy the limitation on annual additions under Code
Section 415 if other types of contributions are provided under the Plan.



 7
 









(A)          o                                 Instead
of specifying a percentage of Compensation, a Participant’s salary reduction
agreement may specify a dollar amount to be contributed each payroll period,
provided such dollar amount does not exceed the maximum percentage of
Compensation specified in Subsection 1.07(a)(l) above.


(B)                               A Participant may
increase or decrease, on a prospective basis, his salary reduction agreement
percentage (check one):


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


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


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


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


Note: Notwithstanding
the Employer’s election hereunder, if Option 1.10(a)(3), Safe Harbor Matching
Employer Contributions, or 1.11(a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions is checked, the Plan provides that an Active
Participant may change his salary reduction agreement percentage for the Plan
Year within a reasonable period (not fewer than 30 days) of receiving the
notice described in Section 6.10.


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


(i)          o                                          the first day
of the next Plan Year.


(ii)         þ                                         any
subsequent Entry Date. (Do
not select if immediate entry is elected with respect to Deferral Contributions
in Subsection 1.04(d) or 1.04(e).)


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


(2)          x                                  Additional Deferral Contributions - The
Employer may allow Participants upon proper notice and approval to enter into a
special salary reduction agreement to make additional Deferral Contributions in
an amount up to 100% of their Compensation for the payroll period(s) designated
by the Employer.



 8
 









(3)          x                                  Bonus Contributions - The Employer may
allow Participants upon proper notice and approval to enter into a special
salary reduction agreement to make Deferral Contributions in an amount up to
100% of any Employer paid cash bonuses designated by the Employer on a uniform
and non-discriminatory basis that are made for such Participants during the
Plan Year. The Compensation definition elected by the Employer in Subsection
1.05(a) must include bonuses if bonus contributions are permitted.


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


1.08                        EMPLOYEE
CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)


(a)          o                                     Employee Contributions - Either (1) Participants will be permitted
to contribute amounts to the Plan on an after-tax basis or (2) the Employer
maintains frozen Employee Contributions Accounts (check one):


(1)          o                                    Future Employee Contributions -
Participants may make voluntary, non-deductible, after-tax Employee
Contributions pursuant to Section 5.04 of the Plan. (Only if Option 1.07(a), Deferral
Contributions, is checked.)


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


1.09                        QUALIFIED
NONELECTIVE CONTRIBUTIONS


(a)                                  Qualified Nonelective Employer Contributions -
If Option 1.07(a), Deferral Contributions, is checked, the Employer may
contribute an amount which it designates as a Qualified Nonelective Employer
Contribution to be included in the “ADP” or “ACP” test. Unless otherwise
provided below, Qualified Nonelective Employer Contributions shall be allocated
to Participants who were eligible to participate in the Plan at any time during
the Plan Year and are Non-Highly Compensated Employees either (A) in the ratio
which each Participant’s “testing compensation”, as defined in Subsection
6.01(t), for the Plan Year bears to the total of all Participants’ “testing compensation”
for the Plan Year or (B) as a flat dollar amount.


(1)          x                                  Qualified
Nonelective Employer Contributions shall be allocated to Participants as a
percentage of the lowest paid Participant’s “testing compensation”, as defined
in Subsection 6.01(t), for the Plan Year up to the lower of (A) the maximum
amount contributable under the Plan or (B) the amount necessary to satisfy the “ADP”
or “ACP” test. If any Qualified Nonelective Employer Contribution remains,
allocation shall continue in the same manner to the next lowest paid
Participants until the Qualified Nonelective Employer Contribution is
exhausted.



 9
 









1.10                        MATCHING
EMPLOYER CONTRIBUTIONS  (Only if Option
1.07(a), Deferral Contributions, is checked)


(a)                                  x                                 Basic Matching Employer Contributions
(check one):


(1)          o                                    Non-Discretionary Matching Employer Contributions -
The Employer shall make a basic Matching Employer Contribution on behalf of
each Participant in an amount equal to the following percentage of a
Participant’s Deferral Contributions during the Contribution Period (check (A)
or (B) and, if applicable, (C)):


Note: Effective for
Plan Years beginning on or after January 1, 1999, if the Employer elected
Option l.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions
and meets the requirements for deemed satisfaction of the “ADP” test in Section
6.10 for a Plan Year, the Plan will also be deemed to satisfy the “ACP” test
for such Plan Year with respect to Matching Employer Contributions if Matching
Employer Contributions hereunder meet the requirements in Section 6.11.


(A)                               o                                    Single Percentage
Match:              %


(B)                               o                                    Tiered Match:


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


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


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


Note: The
percentages specified above for basic Matching Employer Contributions may not
increase as the percentage of Compensation contributed increases.


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


(i)         o                                          Deferral
Contributions in excess of          %
of the Participant’s Compensation for the period in question shall not be
considered for non-discretionary Matching Employer Contributions.


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


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



 10
 









(2)         o                                       Discretionary Matching Employer Contributions -
The Employer may make a basic Matching Employer Contribution on behalf of each
Participant in an amount equal to the percentage declared for the Contribution
Period, if any, by a Board of Directors’ Resolution (or by a Letter of Intent
for a sole proprietor or partnership) of the Deferral Contributions made by
each Participant during the Contribution Period. The Board of Directors’
Resolution (or Letter of Intent, if applicable) may limit the Deferral
Contributions matched to a specified percentage of Compensation or limit the
amount of the match to a specified dollar amount.


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


(3)         x                                     Safe Harbor Matching Employer Contributions -
Effective only for Plan Years beginning on or after January 1, 1999, if the
Employer elects one of the safe harbor formula Options provided in the Safe
Harbor Matching Employer Contribution Addendum to the Adoption Agreement and
provides written notice each Plan Year to all Active Participants of their rights
and obligations under the Plan, the Plan shall be deemed to satisfy the “ADP”
test and, under certain circumstances, the “ACP” test.


(b)         o                                        Additional Matching Employer
Contributions - The Employer may at Plan Year end make an
additional Matching Employer Contribution equal to a percentage declared by the
Employer, through a Board of Directors’ Resolution (or by a Letter of Intent
for a sole proprietor or partnership), of the Deferral Contributions made by
each Participant during the Plan Year. (Only if Option 1.10(a)(1) or (3) is checked.) The
Board of Directors’ Resolution (or Letter of Intent, if applicable) may limit
the Deferral Contributions matched to a specified percentage of Compensation or
limit the amount of the match to a specified dollar amount.


(1)         o                                         4% Limitation on Additional Matching Employer
Contributions for Deemed Satisfaction of “ACP” Test - In no event
may the dollar amount of the additional Matching Employer Contribution made on
a Participant’s behalf for the Plan Year exceed 4% of the Participant’s
Compensation for the Plan Year. (Only if Option 110(a)(3), Safe Harbor Matching Employer Contributions,
or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions is checked.)


Note: If the Employer
elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, above
and wants to be deemed to have satisfied the “ADP” test for Plan Years
beginning on or after January 1, 1999, the additional Matching Employer
Contribution must meet the requirements of Section 6.10. In addition to the
foregoing requirements, if the Employer elected either Option 1.10(a)(3), Safe
Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor
Formula, with respect to Nonelective Employer Contributions, and wants to be
deemed to have satisfied the “ACP” test with respect to Matching Employer
Contributions for the Plan Year, the Deferral Contributions matched may not
exceed the limitations in Section 6.11.



 11
 









(c)                                  Contribution Period for Matching Employer
Contributions - The Contribution Period for purposes of
calculating the amount of basic Matching Employer Contributions described in
Subsection 1.10(a) is:


(1)                                 o                                    each calendar
month.


(2)                                 o                                    each Plan Year
quarter.


(3)                                 þ                                    each
Plan Year.


(4)                                 o                                    each payroll
period.


The Contribution Period for additional Matching
Employer Contributions described in Subsection 1.10(b) is the Plan Year.


(d)                                 Continuing Eligibility Requirement(s) - A Participant who makes Deferral
Contributions during a Contribution Period shall only be entitled to receive
Matching Employer Contributions under Section 1.10 for that Contribution Period
if the Participant satisfies the following requirement(s) (Check the
appropriate box(es). Options (3) and (4) may not be elected together; Option (5)
may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5),
and (7) may not be elected with respect to basic Matching Employer
Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer
Contributions, is checked):


(1)         x                                     No
requirements.


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


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


(4)         o                                       Earns at least
1,000 Hours of Service during the Plan Year. (Only if the Contribution Period is the Plan Year.)


(5)         o                                       Either earns at
least 501 Hours of Service during the Plan Year or is employed by the Employer
or a Related Employer on the last day of the Plan Year. (Only if the Contribution Period is
the Plan Year.)


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


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


(8)         o                                       Special
continuing eligibility requirement(s) for additional Matching Employer
Contributions. (Only if
Option 1.10(b), Additional Matching Employer Contributions, is checked.)


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



 12
 









Note: If Option (2), (3), (4), or (5) above is
selected, then Matching Employer Contributions can only be funded by the Employer after the Contribution Period or Plan Year
ends. Matching Employer Contributions funded during the Contribution Period or
Plan Year shall not be subject to the eligibility requirements of Option (2),
(3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during a
Contribution Period or Plan Year, as applicable, such Option shall not become
effective until the first day of the next Contribution Period or Plan Year.


(e)         o                                          Qualified Matching Employer
Contributions - Prior to making any Matching Employer
Contribution hereunder (other than a safe harbor Matching Employer
Contribution), the Employer may designate all or a portion of such Matching
Employer Contribution as a Qualified Matching Employer Contribution that may be
used to satisfy the “ADP” test on Deferral Contributions and excluded in
applying the “ACP” test on Employee and Matching Employer Contributions. Unless
the additional eligibility requirement is selected below, Qualified Matching
Employer Contributions shall be allocated to all Participants who meet the
continuing eligibility requirement(s) described in Subsection 1.10(d) above for
the type of Matching Employer Contribution being characterized as a Qualified
Matching Employer Contribution.


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


Note: Qualified Matching Employer Contributions may not
be excluded in applying the “ACP” test for a Plan Year if the Employer elected
Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option
1.1l(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions, and the “ADP” test is deemed satisfied under Section 6.10 for
such Plan Year.


1.11                        NONELECTIVE
EMPLOYER CONTRIBUTIONS


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


(a)         o                                        Fixed Formula (An
Employer may elect both the Safe Harbor Formula and one of the other fixed
formulas. Otherwise, the Employer may only select one of the following.)


(1)         o                                       Fixed Percentage Employer
Contribution - For each Plan
Year, the Employer shall contribute for each eligible Active Participant an
amount equal to                   %
(not to exceed 15% for Plan Years beginning
prior to 2002 and 25% for Plan Years beginning on or after January 1, 2002) of
such Active Participant’s Compensation.


(2)         o                                       Fixed Flat Dollar Employer
Contribution - The Employer
shall contribute for each eligible Active Participant an amount equal to $                    .


The contribution amount is based on an Active
Participant’s service for the following period:


(A)                               o                                    Each paid hour.


(B)                               o                                    Each payroll
period.


(C)                               o                                    Each Plan Year.


(D)                               o                                    Other:



 13
 









(3)         o                                         Safe Harbor Formula - Effective only with
respect to Plan Years that begin on or after January 1, 1999, the Nonelective
Employer Contribution specified in the Safe Harbor Nonelective Employer
Contribution Addendum is intended to satisfy the safe harbor contribution
requirements under the Code such that the “ADP” test (and, under certain
circumstances, the “ACP” test) is deemed satisfied. Please complete the Safe
Harbor Nonelective Employer Contribution Addendum to the Adoption Agreement. (Choose  only if Option
1.07(a), Deferral Contributions, is checked.)


(b)         o                                        Discretionary Formula -
The Employer may decide each Plan Year whether to make a discretionary
Nonelective Employer Contribution on behalf of eligible Active Participants in
accordance with Section 5.10. Such contributions shall be allocated to eligible
Active Participants based upon the following (check (1) or (2)):


(1)         o                                        Non-Integrated Allocation Formula - In the
ratio that each eligible Active Participant’s Compensation bears to the total
Compensation paid to all eligible Active Participants for the Plan Year.


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


Note: An Employer
that has elected the Safe Harbor formula in Subsection 1.11(a)(3) above may not
take Nonelective Employer Contributions made to satisfy the safe harbor into
account in applying the integrated allocation formula described above.


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


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


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


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




	
  The “Integration Level” is

  	
   

  	
  The
  “Permitted

  
	
  % of the Taxable Wage

  	
   

  	
  Disparity

  
	
  Base

  	
   

  	
  Limit” is

  
	
  20% or less

  	
   

  	
  5.7%

  
	
  More than 20%, but not more than 80%

  	
   

  	
  4.3%

  
	
  More than 80%, but less than 100%

  	
   

  	
  5.4%

  
	
  100%

  	
   

  	
  5.7%

  






Note: An Employer
who maintains any other plan that provides for Social Security Integration
(permitted disparity) may not elect Option 1.1l(b)(2).



 14
 









(c)                                  Continuing Eligibility Requirement(s) -
A Participant shall only be entitled to receive Nonelective Employer
Contributions for a Plan Year under this Section 1.11 if the Participant
satisfies the following requirement(s) (Check the appropriate box(es) - Options
(3) and (4) may not be elected together; Option (5) may not be elected with
Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected
with respect to Nonelective Employer Contributions under the fixed formula if
Option 1.11 (a)(3), Safe Harbor Formula, is checked):


(1)         o                                       No requirements.


(2)         o                                       Is employed by
the Employer or a Related Employer on the last day of the Plan Year.


(3)         o                                       Earns at least
501 Hours of Service during the Plan Year.


(4)         o                                       Earns at least
1,000 Hours of Service during the Plan Year.


(5)         o                                       Either earns at
least 501 Hours of Service during the Plan Year or is employed by the Employer
or a Related Employer on the last day of the Plan Year.


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


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


(8)         o                                       Special
continuing eligibility requirement(s) for discretionary Nonelective Employer
Contributions. (Only if
both Options 1.11  (a) and (b) are checked.)


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


Note: If Option
(2), (3), (4), or (5) above is selected then Nonelective Employer Contributions
can only be funded by the Employer
after the Plan Year ends.
Nonelective Employer Contributions funded during the Plan Year shall not be
subject to the eligibility requirements of Option (2), (3), (4), or (5). If
Option (2), (3), (4), or (5) is adopted during a Plan Year, such Option shall
not become effective until the first day of the next Plan Year.


1.12                        EXCEPTIONS
TO CONTINUING ELIGIBILITY REQUIREMENTS


o                                    Death, Disability, and Retirement
Exception to Eligibility Requirements - Active Participants who
do not meet any last day or Hours of Service requirement under Subsection
1.10(d) or 1.11  (c) because they
become disabled, as defined in Section 1.14, retire, as provided in Subsection
1.13(a), (b), or (c), or die shall nevertheless receive an allocation of
Nonelective Employer and/or Matching Employer Contributions. No Compensation
shall be imputed to Active Participants who become disabled for the period
following their disability.


1.13                        RETIREMENT


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


(1)         x                                        age
65.



 15
 









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


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


(b)         x                                      The Early Retirement Age is the first day of the
month after the Participant attains age 55.0 (specify 55 or greater) and
completes               
years of Vesting Service.


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


(c)         x                                      A Participant who becomes disabled,
as defined in Section 1.14, is eligible for disability retirement.


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


1.14                        DEFINITION
OF DISABLED


A Participant is disabled if he/she (check the appropriate box(es)):


(a)         o                                           satisfies
the requirements for benefits under the Employer’s long-term disability plan.


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


(c)          o                                        is determined
to be disabled by a physician approved by the Employer.


1.15                        VESTING


A Participant’s vested interest in Matching Employer Contributions
and/or Nonelective Employer Contributions, other than Safe Harbor Matching
Employer and/or Nonelective Employer Contributions elected in Subsection
1.10(a)(3) or 1.11(a)(3), shall be based upon his years of Vesting Service and
the schedule(s) selected below, except as provided in Subsection 1.2l(d) or in
the Vesting Schedule Addendum to the Adoption Agreement.


(a)                                  o                                    Years
of Vesting Service shall exclude:


(1)         o                                        for new plans,
service prior to the Effective Date as defined in Subsection 1.01(g)(l).


(2)         o                                        for existing
plans converting from another plan document, service prior to the original
Effective Date as defined in Subsection
1.01(g)(2).


(b)                                  Vesting
Schedule(s)


Note: The vesting schedule selected below applies
only to Nonelective Employer Contributions and Matching Employer Contributions
other than safe harbor contributions under Option 1.11(a)(3) or Option 1.10(a)(3).
Safe harbor contributions under Options 1.11(a)(3) and 1.10(a)(3) are always
100% vested immediately.



 16















	
  (1)
  Nonelective Employer Contributions

  (check one):

  	
   

  	
  (2)
  Matching Employer Contributions 

  (check one):

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (A)

  	
  x

  	
  N/A - No
  Nonelective Employer Contributions

  	
   

  	
  (A)

  	
  o

  	
  N/A - No Matching Employer Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
  o

  	
  100% Vesting
  immediately

  	
   

  	
  (B)

  	
  o

  	
  100% Vesting
  immediately

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
  o

  	
  3 year cliff
  (see C below)

  	
   

  	
  (C)

  	
  o

  	
  3 year cliff
  (see C below)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
  o

  	
  5 year cliff
  (see D below)

  	
   

  	
  (D)

  	
  o

  	
  5 year cliff
  (see D below)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (E)

  	
  o

  	
  6 year graduated
  (see E below)

  	
   

  	
  (E)

  	
  o

  	
  6 year graduated
  (see E below)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (F)

  	
  o

  	
  7 year graduated
  (see F below)

  	
   

  	
  (F)

  	
  o

  	
  7 year graduated
  (see F below)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (G)

  	
  o

  	
  Other vesting

  (complete G1 below)

  	
   

  	
  (G)

  	
  x

  	
  Other vesting

  (complete G2 below)

  



 


	
  Years of 

  Vesting Service

  	
   

  	
  Applicable Vesting Schedule(s)

  	
   

  
	
   

  	
   

  	
  C

  	
   

  	
  D

  	
   

  	
  E

  	
   

  	
  F

  	
   

  	
  Gl

  	
   

  	
  G2

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  —

  	
  %

  	
  0.00

  	
  %

  
	
  1

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  —

  	
  %

  	
  0.00

  	
  %

  
	
  2

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  20

  	
  %

  	
  0

  	
  %

  	
  —

  	
  %

  	
  25.00

  	
  %

  
	
  3

  	
   

  	
  100

  	
  %

  	
  0

  	
  %

  	
  40

  	
  %

  	
  20

  	
  %

  	
  —

  	
  %

  	
  50.00

  	
  %

  
	
  4

  	
   

  	
  100

  	
  %

  	
  0

  	
  %

  	
  60

  	
  %

  	
  40

  	
  %

  	
  —

  	
  %

  	
  75.00

  	
  %

  
	
  5

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  80

  	
  %

  	
  60

  	
  %

  	
  —

  	
  %

  	
  100.00

  	
  %

  
	
  6

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  80

  	
  %

  	
  —

  	
  %

  	
  100.00

  	
  %

  
	
  7 or more

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  



 


Note: A schedule
elected under Gl or G2 above must be at least as favorable as one of the
schedules in C, D, E or F above.


Note: If the Plan
is being amended to provide a more restrictive vesting schedule, the more
favorable vesting schedule shall continue to apply to Participants who are
Active Participants immediately prior to the later of (1) the effective date of
the amendment or (2) the date the amendment is adopted.


(c)                    o                       A vesting
schedule more favorable than the vesting schedule(s) selected above applies to
certain Participants. Please complete the Vesting Schedule Addendum to
the Adoption Agreement.



 17
 









(d)                    Application of Forfeitures - If a
Participant forfeits any portion of his non-vested Account balance as provided
in Section 6.02, 6.04, 6.07, or 11.08, such forfeitures shall be (check one):


(1)                    o                      N/A - Either
(A) no Matching Employer Contributions are made with respect to Deferral
Contributions under the Plan and all other Employer Contributions are 100%
vested when made or (B) there are no Employer Contributions under the Plan.


(2)                    x                    applied to
reduce Employer contributions.


(3)                    o                      allocated
among the Accounts of eligible Participants in the manner provided in Section
1.11. (Only if Option
1.11(a) or (b) is checked.)


1.16           PREDECESSOR EMPLOYER
SERVICE


o                      Service for purposes of eligibility
in Subsection 1.04(b) and vesting in Subsection 1.15(b) of this Plan shall
include service with the following predecessor employer(s):


1.17           PARTICIPANT LOANS


Participant loans (check
one):


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


(b)                    o                        are not  allowed.


1.18           IN-SERVICE
WITHDRAWALS


Participants may
make withdrawals prior to termination of employment under the following
circumstances (check the appropriate box(es)):


(a)                    x                     Hardship Withdrawals - Hardship withdrawals from a Participant’s
Deferral Contributions Account shall be allowed in accordance with Section
10.05, subject to a $500 minimum amount.


(b)                    x                     Age 59 1/2  - Participants shall be entitled to
receive a distribution of all or any portion of the following Accounts upon
attainment of age 59 1/2 (check one):


(1)                    £                      Deferral
Contributions Account.


(2)                    x                    All
vested account balances.


(c)                                                       Withdrawal of Employee Contributions and Rollover
Contributions -


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



 18
 









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


(2)                    Rollover Contributions may be
withdrawn in accordance with Section 10.03 at any time.


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


(1)                    £                      an in-service withdrawal of vested employer contributions maintained in a Participant’s
Account (check (A) and/or (B)):


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


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


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


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


(2)                    x                    another
in-service withdrawal option that is a “protected benefit” under Code Section 411(d)(6)
or an in-service hardship withdrawal option not otherwise described in Section 1.18(a).
Please complete the Protected In-Service Withdrawals Addendum to the Adoption
Agreement identifying the in-service withdrawal option(s).


1.19           FORM OF DISTRIBUTIONS


Subject to Section 13.01, 13.02 and Article 14, distributions under the
Plan shall be paid as provided below. (Check the appropriate box(es) and, if any
forms of payment selected in (b), (c) and/or (d) apply only to a specific class
of Participants, complete Subsection (b) of the Forms of Payment Addendum.)


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


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


(c)                     £                       Annuities  (Check if the Plan is retaining any annuity
form(s) of payment.)


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



 19
 









(A)                £                        As a
result of the Plan’s receipt of a
transfer of assets from another defined contribution plan or pursuant to the
Plan terms prior to the Amendment Effective Date specified in Section 1.01(g)(2),
benefits were previously payable in the form of an annuity that the Employer
elects to continue to be offered as a form of payment under the Plan.


(B)                £                        The Plan received a transfer of
assets from a defined benefit plan or another defined contribution plan that
was subject to the minimum funding requirements of Code Section 412 and
therefore an annuity form of payment is a protected benefit under the Plan in
accordance with Code Section 411(d)(6).


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


(A)                £                        A lump sum payment.


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


(I)                           £                  A married Participant who elects an
annuity form of payment shall receive a qualified joint and          %
(at least 50%) survivor annuity.
An unmarried Participant shall receive a single life annuity, unless a
different form of payment is specified below:


                                                              


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


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


(i)                       The normal form for married
Participants is a qualified joint and         %
(at least 50%) survivor annuity.
The normal form for unmarried Participants is a single life annuity, unless a
different annuity form is specified below:


                                                                   


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


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



 20
 









(d)                    o                       Other Non-Annuity Form(s) of Payment - As a result of the Plan’s receipt of a
transfer of assets from another plan or pursuant to the Plan terms prior to the
Amendment Effective Date specified in 1.01(g)(2), benefits were previously
payable in the following form(s) of payment not described in (a), (b) or (c)
above and the Plan will continue to offer these form(s) of payment:


                                                                   


(e)                    o                       Eliminated Forms of Payment Not
Protected Under Code Section 411(d)(6).  Check if either (1) under the Plan terms
prior to the Amendment Effective Date or (2) under the terms of another plan
from which assets were transferred, benefits were payable in a form of payment
that will cease to be offered after a specified date. Please complete
Subsection (c) of the Forms of Payment Addendum describing the forms of payment
previously available and the effective date of the elimination of the form(s)
of payment.


1.20           TIMING OF
DISTRIBUTIONS


Except as provided
in Subsection 1.20(a) or (b) and the Postponed Distribution Addendum to the
Adoption Agreement, distribution shall be made to an eligible Participant from
his vested interest in his Account as soon as reasonably practicable following
the date the Participant’s application for distribution is received by the
Administrator.


(a)                    Required Commencement of
Distribution - If a Participant does not elect to receive
benefits as of an earlier date, as permitted under the Plan, distribution of a
Participant’s Account shall begin as of the Participant’s Required Beginning
Date.


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


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


1.21           TOP HEAVY STATUS


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


(1)                    o                      for
each Plan Year, whether or not the Plan is a “top-heavy plan” as defined in
Subsection 15.01(f).


(2)                    x                    for each Plan
Year, if any, for which the Plan is a “top-heavy plan” as defined in Subsection
15.01(f).


(3)                    o                      Not
applicable.  (Choose
only if Plan covers only employees subject to a collective bargaining
agreement.)



 21
 









(b)                    In
determining whether the Plan is a “top-heavy plan” for an Employer with at
least one defined benefit plan, the following assumptions shall apply:


(1)                    o                      Interest
rate:              %
per annum.


(2)                    o                      Mortality
table:                    .


(3)                    x                    Not applicable. (Choose
only if either (A) Plan covers only employees subject to a collective
bargaining agreement or (B) Employer does not maintain and has not maintained
any defined benefit plan during the five-year period ending on the applicable “determination
date”, as defined in Subsection 15.01(a).)


(c)                    If
the Plan is or is treated as a “top-heavy plan” for a Plan Year, each non-key
Employee shall receive an Employer Contribution of at least 3.0 (3, 4,
5, or 7 1/2)% of Compensation for the Plan Year in accordance with Section
15.03. The minimum Employer Contribution provided in this Subsection 1.21(c)
shall be made under this Plan only if the Participant is not entitled to such
contribution under another qualified plan of the Employer, unless the Employer
elects otherwise below.


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


(2)                    o                      Another
method of satisfying the requirements of Code Section 416. Please complete the
416 Contribution Addendum to the Adoption Agreement describing the way in which
the minimum contribution requirements will be satisfied in the event the Plan
is or is treated as a “top-heavy plan”.


(3)                    o                      Not
applicable. (Choose only
if Plan covers only employees subject to a collective bargaining agreement.)


Note: The minimum
Employer contribution may be less than the percentage indicated in Subsection
1.21(c) above to the extent provided in Section 15.03.


(d)                    If the Plan is or is treated as a “top-heavy plan”
for a Plan Year, the following vesting schedule shall apply instead of the
schedule(s) elected in Subsection 1.15(b) for such Plan Year and each Plan Year
thereafter (check  one):


(1)                    o                      Not
applicable. (Choose only
if either (A) Plan provides for Nonelective Employer Contributions and the
schedule elected in Subsection 1.15(b)(1) is at least as favorable in all cases
as the schedules available below or (B) Plan covers only employees subject to a
collective bargaining agreement.)


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


(3)                    x                    Graded
vesting:



 22
 









 


	
  Years of Vesting Service

  	
   

  	
  Vesting

  Percentage

  	
   

  	
  Must be

  at Least

  	
   

  
	
  0

  	
   

  	
  0.00

  	
  %

  	
  0

  	
  %

  
	
  1

  	
   

  	
  0.00

  	
  %

  	
  0

  	
  %

  
	
  2

  	
   

  	
  25.00

  	
  %

  	
  20

  	
  %

  
	
  3

  	
   

  	
  50.00

  	
  %

  	
  40

  	
  %

  
	
  4

  	
   

  	
  75.00

  	
  %

  	
  60

  	
  %

  
	
  5

  	
   

  	
  100.00

  	
  %

  	
  80

  	
  %

  
	
  6 or more

  	
   

  	
  100.00

  	
  %

  	
  100

  	
  %

  



 


Note: If the Plan
provides for Nonelective Employer Contributions and the schedule elected in
Subsection 1.15(b)(1) is more favorable in all cases than the schedule elected
in Subsection 1.21(d) above, then the schedule in Subsection 1.15(b)(l) shall
continue to apply even in Plan Years in which the Plan is a “top-heavy plan”.


1.22           CORRECTION TO MEET
415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION PLANS


If the Employer maintains other defined contribution
plans, annual additions to a Participant’s Account shall be limited as provided
in Section 6.12 of the Plan to meet the requirements of Code Section 415,
unless the Employer elects otherwise below and completes the 415 Correction
Addendum describing the order in which annual additions shall be limited among
the plans.


(a)                    o                       Other
Order for Limiting Annual Additions


1.23           INVESTMENT DIRECTION


Investment
Directions - Participant Accounts shall be invested
(check one):


(a)                    o                       in
accordance with the investment directions provided to the Trustee by the Employer
for allocating all Participant Accounts among the Options listed in the Service
Agreement.


(b)                    x                     in
accordance with the investment directions provided to the Trustee by each Participant
for allocating his entire Account among the Options listed in the Service
Agreement.


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


(1)                    o                      Nonelective
Employer Contributions


(2)                    o                      Matching
Employer Contributions



 23
 









The Employer must direct the applicable sources among
the same investment options made available for Participant directed sources
listed in the Service Agreement.


1.24           RELIANCE ON OPINION
LETTER


An adopting Employer may rely on the opinion letter
issued by the Internal Revenue Service as evidence that this Plan is qualified
under Code Section 401 only to the extent provided in Announcement 2001-77,
2001-30 I.R.B. The Employer may not rely on the opinion letter in certain other
circumstances or with respect to certain qualification requirements, which are
specified in the opinion letter issued with respect to this Plan and in
Announcement 2001-77. In order to have reliance in such circumstances or with
respect to such qualification requirements, application for a determination
letter must be made to Employee Plans Determinations of the Internal Revenue
Service. Failure to fill out the Adoption Agreement properly may result in
disqualification of the Plan.


This Adoption Agreement may be used only in
conjunction with Fidelity Basic Plan Document No. 02. The Prototype Sponsor
shall inform the adopting Employer of any amendments made to the Plan or of the
discontinuance or abandonment of the prototype plan document.


1.25           PROTOTYPE
INFORMATION:




	
  Name of Prototype Sponsor:

  	
   

  	
  Fidelity Management & Research Company

  
	
  Address of Prototype Sponsor:

  	
  82 Devonshire Street

  
	
   

  	
   

  	
  Boston, MA 02109

  
				






 


Questions regarding this prototype document may be
directed to the following telephone number: 1-800-343-9184.



 24















EXECUTION PAGE

(Employer’s Copy)


IN WITNESS WHEREOF, the Employer has caused this
Adoption Agreement to be executed this 27th day of December, 2005.


	
  Employer:

  	
   

  	
  The Children’s Place Retail Stores Inc.

  	
   

  
	
  By:

  	
   

  	
  /s/ Michael Corrigan

  	
   

  
	
  Title:

  	
   

  	
  Sr. Director - Compensation & Benefits

  	
   

  



 


	
  Employer:

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


Accepted by:


Fidelity Management Trust Company, as Trustee


	
  By:

  	
   

  	
  /s/ James F. Harrigan

  	
   

  	
   

  	
  Date:

  	
  12/28/2005

  	
   

  
	
  Title:

  	
   

  	
  James F. Harrigan

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 



 26
 









ADDENDUM


Re: SPECIAL EFFECTIVE
DATES

for


Plan Name:           The Children’s Place 401(k) Savings
Plan


(a)      o                        Special Effective Dates for Other
Provisions - The following provisions (e.g., new eligibility
requirements, new contribution formula, etc.) shall be effective as of the
dates specified herein:


 


 


 


(b)      o                        Plan Merger Effective Dates - The following plan(s) were merged into
the Plan after the Effective Date indicated in Subsection 1.01(g)(l) or (2), as
applicable. The provisions of the Plan are effective with respect to the merged
plan(s) as of the date(s) indicated below:


(1)                   Name of merged
plan


 


Effective date:



 27
 









(2)                    Name
of merged plan:


Effective date:


(3)                   Name
of merged plan:


Effective date:


(4)                   Name
of merged plan:


Effective date:


(5)                   Name
of merged plan:


Effective date:



 28
 









ADDENDUM


Re: SAFE HARBOR MATCHING
EMPLOYER CONTRIBUTION

for


Plan Name:           The Children’s Place 40l(k) Savings
Plan


(a)                     Safe Harbor Matching Employer Contribution Formula


Note: Matching
Employer Contributions made under this Option must be 100% vested when made and
may only be distributed because of death, disability, separation from service,
age 59 1/2, or termination of the Plan without the establishment of a successor
plan. In addition, each Plan Year, the Employer must provide written notice to
all Active Participants of their rights and obligations under the Plan.


(1)                   x                     100%
of the first 3% of the Active Participant’s Compensation contributed to the
Plan and 50% of the next 2% of the Active Participant’s Compensation
contributed to the Plan.


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


Note: If the
Employer selects this formula and does not elect Option 1.10(b),
Additional Matching Employer Contributions, Matching Employer Contributions
will automatically meet the safe harbor contribution requirements for deemed
satisfaction of the “ACP” test. (Employee Contributions must still be tested.)


(2)                   o                       Other
Enhanced Match:


          %
of the first          % of
the Active Participant’s Compensation contributed

to the plan,


          %
of the next          % of the
Active Participant’s Compensation contributed

to the plan,


          %
of the next          % of the
Active Participant’s Compensation contributed

to the plan.


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


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


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


Note: To satisfy
the safe harbor contribution requirement for the “ACP” test, the Deferral
Contributions and/or Employee Contributions matched cannot exceed 6% of a
Participant’s Compensation.



 29
 









ADDENDUM


Re: SAFE HARBOR
NONELECTIVE EMPLOYER CONTRIBUTION

for


Plan Name:           The Children’s Place 401(k) Savings
Plan


(a)                     Safe Harbor Nonelective Employer Contribution
Election


(1)                   o                       For
each Plan Year, the Employer shall contribute for each eligible Active
Participant an amount equal to                 %
(not less than 3% nor more than 15%)
of such Active Participant’s Compensation.


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


Note: An Employer that has selected Subsection
(a)(2) above must amend the Plan by electing (A) below and completing the
Amendment Execution Page no later than 30 days prior to the end of each Plan
Year for which safe harbor Nonelective Employer Contributions are being made.


(A)                  o                      For
the Plan Year beginning                          ,
the Employer shall contribute for each eligible Active Participant an amount
equal to          % (not less
than 3% nor more than 15%) of such Active Participant’s Compensation.


Note: Safe harbor Nonelective Employer Contributions
must be 100% vested when made and may only be distributed because of death,
disability, separation from service, age 59 1/2, or termination of the Plan
without the establishment of a successor plan. In addition, each Plan Year, the
Employer must provide written notice to all Active Participants of their rights
and obligations under the Plan.


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


(c)                     o                      In
conjunction with its election of the safe harbor described above, the Employer
has elected to make Matching Employer Contributions under Subsection 1.10 that
are intended to meet the requirements for deemed satisfaction of the “ACP” test
with respect to Matching Employer Contributions.



 30















ADDENDUM


Re: PROTECTED IN-SERVICE
WITHDRAWALS

for


Plan Name:                                 The
Children’s Place 401(k) Savings Plan


	
  (a)

  	
  Restrictions on In-Service Withdrawals of Amounts Held for
  Specified Period - The following restrictions apply to
  in-service withdrawals made in accordance with Subsection 1.18(d)(l)(A) (cannot include any mandatory
  suspension of contributions restriction):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (b)

  	
  Restrictions on In-Service Withdrawals Because of
  Participation in Plan for 60 or More Months - The
  following restrictions apply to in-service withdrawals made in accordance
  with Subsection 1.18(d)(l)(B) (cannot include any mandatory suspension of contributions
  restriction):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (c)

  	
  x

  	
  Other In-Service Hardship Withdrawal Provisions
  - In-service hardship withdrawals are permitted from a Participant’s Deferral
  Contributions Account and the other sub-accounts specified below, subject to
  the conditions otherwise applicable to hardship withdrawals from a
  Participant’s Deferral Contributions Account:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Matching
  Employer Contributions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



 31
 









 


	
  (d)

  	
  o

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  o

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



 32
 









ADDENDUM


Re: FORMS OF PAYMENT

for


Plan
Name:                                 The
Children’s Place 401(k) Savings Plan


(a)                     The following optional forms of annuity will
continue to be offered under the Plan:


                                                                                         


(b)                    The forms of payment described in
Section 1.19(b), (c) and/or (d) apply to the following class(es) of
Participants:


Note: Please indicate if different classes of
Participants are subject to different forms of payment.


(c)                    The following forms of payment were
previously available under the Plan but will be eliminated as of the date
specified in subsection (4) below (check the applicable (box(es) and complete
(4)):


(1)                    o                      Installment Payments.


(2)                    o                      Annuities.


(A)                o                        The normal form of payment under the Plan was
a lump sum and all optional annuity forms of payment not listed under Section
1.19(c)(2)(A)(i) are eliminated. The eliminated forms of payment include the
following:


                                                                                         


(B)                o                        The normal form of payment under the Plan was a life annuity and
all annuity forms of payment not listed under Section 1.19(c)(2)(B) are
eliminated. (Complete
(i)  and (ii)  and,
if applicable, (iii).)


(i)                      The normal form for married
Participants was a qualified joint and ____% (at
least 50%) survivor annuity. The normal form for unmarried
Participants was a single life annuity, unless a different form is specified
below:


                                                                                         


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


(iii)              The other
annuity form(s) of payment previously available under the Plan included the
following:


                                                                                         


(3)                    o                      Other Non-Annuity Forms of Payment. All
other non-annuity forms of payment that are not listed in Section 1.19(d) but
that were previously available under the Plan are eliminated. The eliminated
non-annuity forms of payment include the following:


                                                                                         



 33
 









(4)                   The form(s) of payment described in
this Subsection (c) will not be offered to Participants who have an Annuity
Starting Date which occurs on or after                          (cannot be earlier than September 6, 2000). Notwithstanding
the date entered above, the forms of payment described in this Subsection (c)
will continue to be offered to Participants who have an Annuity Starting Date
that occurs (1) within 90 days following the date the Employer provides
affected Participants with a summary that satisfies the requirements of 29 CFR
2520.104b-3 and that notifies them of the elimination of the applicable form(s)
of payment, but (2) no later than the first day of the second Plan Year
following the Plan Year in which the amendment eliminating the applicable
form(s) of payment is adopted.



 34
 









ADDENDUM


Re: VESTING SCHEDULE

for


Plan
Name:                                 The
Children’s Place 401(k) Savings Plan


(a)                    More Favorable Vesting Schedule


(1)                     The following
vesting schedule applies to the class of Participants described in (a)(2)
below:


 


 


 


(2)                     The vesting
schedule specified in (a)(l) above applies to the following class of
Participants:


 


(b)                   o        Additional Vesting Schedule


(1)                     The following
vesting schedule applies to the class of Participants described in (b)(2)
below:


 


 


 


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


 



 35
 









ADDENDUM


Re: POSTPONED
DISTRIBUTIONS

for


Plan Name:                                 The Children’s
Place 401(k) Savings Plan


Postponement of Certain Distributions to Eligible
Participants - The types of distributions specified below
to eligible Participants of their vested interests in their Accounts shall be
postponed for the period also specified below:


 


 


 


Notwithstanding the foregoing, if the Employer
selected an Early Retirement Age in Subsection 1.14(b) that is the later of an
attained age or completion of a specified number of years of Vesting Service,
any Participant who terminates employment on or after completing the required
number of years of Vesting Service, but before attaining the required age shall
be eligible to commence distribution of his vested interest in his Account upon
attaining the required age.



 36
 









ADDENDUM


Re: 415 CORRECTION

for


Plan Name:                                 The Children’s
Place 401(k) Savings Plan


(a)                   Other Formula for Limiting Annual Additions to Meet
415 - If the
Employer, or any employer required to be aggregated with the Employer under
Code Section 415, maintains any other qualified defined contribution plans or
any “welfare benefit fund”, “individual medical account”, or “simplified
medical account”, annual additions to such plans shall be limited as follows to
meet the requirements of Code Section 415:


 


 


 



 37
 









ADDENDUM


Re: 416 CONTRIBUTION

for


Plan Name:                                 The Children’s Place 401(k) Savings Plan


(a)                  Other
Method of Satisfying the Requirements of 416 - If the Employer, or any employer required to be aggregated
with the Employer under Code Section 416, maintains any other qualified defined
contribution or defined benefit plans, the minimum benefit requirements of Code
Section 416 shall be satisfied as follows:


 


 


 



 38















The CORPORATEplan for
RetirementSM


ADDENDUM


RE: Code Sections
401(k) and 401(m) 2004 Final Regulations, Roth 401(k)


Amendments for
Fidelity Basic Plan Document No. 02


PREAMBLE


Adoption
and Effective Date of Amendment. This
amendment of the Plan is adopted to reflect the final regulations under
Internal Revenue Code (Code) sections 401(k) and 401(m) and to reflect Code
section 402A as added by section 617 of the Economic Growth and Tax Relief
Reconciliation Act of 2001. This amendment is intended as good faith compliance
with the requirements of Code sections 401(k), 401(m) and 402A and is to be
construed in accordance with guidance issued thereunder. Except as otherwise
provided in the numbered paragraphs below, this amendment shall be effective as
determined pursuant to the rules in paragraphs A and B immediately below:


A.                     Except
as otherwise provided in paragraph B below, this amendment shall be effective
for plan years that begin on or after January 1, 2006.


B.                       If
the Plan is maintained pursuant to one or more collective bargaining agreements
between employee representatives and one or more employers in effect on the
date described in paragraph A above, this amendment shall be effective
beginning with the later of the first plan year beginning after the termination
of the last such agreement or the first plan year described in paragraph A
above.


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


1.                         Section
5.03, “Deferral Contributions,” is hereby amended, effective January 1, 2006,
by adding a new subsection (c) to the end thereof to provide as follows:


(c)       Roth Deferral Contributions.


(1)                     General
Application.


(A)      This
subsection (c) will apply to contributions beginning with the effective date
specified in the Roth Deferral Contributions Addendum to the Adoption Agreement
but in no event before the first day of the first taxable year beginning on or
after January 1, 2006.



 1
 









(B)       As of the effective date under subparagraph (A) hereof, the
Plan will accept Roth Deferral Contributions made on behalf of Participants. A Participant’s Roth
Deferral Contributions will be allocated to a separate account maintained for
such contributions as described in paragraph (2) of this Section 5.03(c).


(C)       Unless specifically stated otherwise, Roth Deferral Contributions will be treated as
Deferral Contributions for all purposes under the Plan.


(2)                     Separate
Accounting.


(A)      Contributions and withdrawals of Roth Deferral
Contributions will be credited and debited to the Roth Deferral Contributions
sub-account maintained for each Participant within the Participant’s Account.


(B)       The
Plan will maintain a record of the amount of Roth Deferral Contributions in
each such sub-account.


(C)       Gains,
losses, and other credits or charges must be separately allocated on a
reasonable and consistent basis to each Participant’s Roth Deferral
Contributions sub-account and the Participant’s other sub-accounts within the Participant’s
Account under the Plan.


(D)       No
contributions other than
Roth Deferral Contributions and properly attributable earnings will be credited
to each Participant’s Roth Deferral Contributions sub-account.


(3)                     Direct
Rollovers.


(A)      Notwithstanding anything to the contrary in Section 13.04, a
direct rollover of a distribution from a Roth Deferral Contributions
sub-account under the Plan will only be made to another Roth Deferral
Contributions account under an applicable retirement plan described in
Code section 402A(e)(l) or to a Roth IRA described in Code section 408A
and only to the extent the rollover is permitted under the rules of Code
section 402(c).


(B)       Notwithstanding anything to the contrary in Section 5.06,
and provided the Employer so elects in the Roth Deferral Contributions Addendum
to the Adoption Agreement, the Plan



 2
 









will accept a rollover
contribution to a Roth Deferral Contributions sub-account, but only if it is a
direct rollover from another Roth Deferral Contributions account under an applicable retirement plan
described in Code section 402A(e)(l) and only to the extent the rollover is
permitted under the rules of Code section 402(c).


(C)       The Plan will not provide for a direct rollover (including an
automatic rollover) for distributions from a Participant’s Roth Deferral
Contributions sub-account if the amounts of the distributions that are eligible
rollover distributions are reasonably expected to total less than $200 during a
year. In addition, any distribution from a Participant’s Roth Deferral
Contributions sub-account is not taken into account in determining whether
distributions from a Participant’s other sub-accounts are reasonably expected
to total less than $200 during a year. However, eligible rollover distributions
from a Participant’s Roth Deferral Contributions sub-account are taken into
account in determining whether the total amount of the Participant’s account
balances under the Plan exceeds $1,000 for purposes of mandatory distributions
from the Plan.


(D)       The provisions of the Plan that allow a Participant to elect a
direct rollover of only a portion of an eligible rollover distribution but only
if the amount rolled over
is at least $500 is applied by treating any amount distributed from the
Participant’s Roth Deferral Contributions sub-account as a separate
distribution from any amount distributed from the Participant’s other
sub-accounts in the Plan, even if the amounts are distributed at the same time.


(4)                     Correction of Excess Contributions. In the case of a
distribution of excess contributions to a Highly Compensated Employee, such
excess contributions shall be deemed to be pre-tax Deferral Contributions to
the extent such Highly Compensated Employee made pre-tax Deferral Contributions
for the year, and any remainder shall be deemed to be Roth Deferral
Contributions.


(5)                     Roth Deferral Contributions Defined. A Roth Deferral Contribution is an
elective deferral contribution that is:


(A)      Designated irrevocably by the participant at the time of the
cash or deferred election as a Roth Deferral Contribution that is being made in
lieu of all or a portion of the pre-tax



 3
 









elective deferrals the participant is otherwise
eligible to make under the Plan; and


(B)       Treated
by the employer as includible in the participant’s income at the time the
participant would have received that amount in cash if the participant had not
made a cash or deferred election.


2.                         Section
5.07, “Qualified Nonelective Employer Contributions,” is hereby amended in its
entirety to provide as follows:


The Employer may, in its
discretion, make a Qualified Nonelective Employer Contribution for the Plan
Year in any amount necessary to satisfy or help to satisfy the “ADP” test,
described in Section 6.03, and/or the “ACP” test, described in Section 6.06.
Qualified Nonelective Employer contributions shall be allocated based on
Participant’s “testing compensation,” as defined in Subsection 6.01(t), rather
than Compensation, as defined in Subsection 2.01(j). Any Qualified
Nonelective Employer Contribution shall be allocated only as provided in this
Section 5.07 (notwithstanding anything to the contrary in Section 1.09 or in
any other Plan provision).


Notwithstanding anything to
the contrary in Section 1.09 or in any other Plan provision, Qualified
Nonelective Employer Contributions shall be allocated to Participants who were
Active Participants at any time during the Plan Year and are Non-Highly
Compensated Employees pursuant to either (a) or (b) below.


(a)                    If
the Employer has not elected Section 1.09(a)(1) in the Adoption Agreement,
Qualified Nonelective Employer Contributions shall be allocated in the ratio
which each such Participant’s “testing compensation,” as defined in Subsection
6.01(t), for the Plan Year bears to the total of all such Participants’ “testing
compensation” for the Plan Year.


(b)                   If
the Employer has elected Section 1.09(a)(1) in the Adoption Agreement,
Qualified Nonelective Employer Contributions shall be allocated as provided in
such Section 1.09(a)(1), provided, however, that in no event shall any such
allocation to an eligible Participant exceed 5% of the “testing compensation”
of such Participant for the Plan Year, and, provided further that,
notwithstanding the above, in the event the Employer elects to disaggregate the
Plan pursuant to Treasury Regulation Section 1.401(k)-1(b)(4) and consistent
with Code section 410(b)(4)(B), the Employer may choose to provide Qualified
Nonelective Employer Contributions to only those otherwise



 4
 









eligible Participants who
are covered by the resulting component plan that covers the non-excludable
Participants.


Subject to subsection (b)
hereof, Active Participants shall not be required to satisfy any Hours of
Service or employment requirement for the Plan Year in order to receive an
allocation of Qualified Nonelective Employer Contributions.


Qualified Nonelective
Employer Contributions shall be distributable only in accordance with the
distribution provisions that are applicable to Deferral Contributions;
provided, however, that a Participant shall not be permitted to take a hardship
withdrawal of amounts credited to his Qualified Nonelective Employer
Contributions Account after the later of December 31, 1988 or the last day of
the Plan Year ending before July 1, 1989.


3.                         Section 6.09, “Income or Loss on
Distributable Contributions,” is hereby amended in its entirety to provide as
follows:


The income or loss allocable
to “excess deferrals”, “excess contributions”, and “excess aggregate
contributions” shall be determined under the following method: The income or
loss attributable to such distributable contributions shall be the sum of (i)
the income or loss on such contributions for the “determination year”,
determined under any reasonable method, plus (ii) the income or loss on such
contributions for the “gap period”, determined under such reasonable method.
Any reasonable method used to determine income or loss hereunder shall be used
consistently for all Participants in determining the income or loss allocable
to distributable contributions hereunder and shall be the same method that is
used by the Plan in allocating income or loss to Participants’ Accounts. For
purposes of this paragraph, the “gap period” means the period between the end
of the “determination year” and the date of distribution; provided, however,
that income or loss for the “gap period” may be determined as of a date that is
no more than seven days before the date of distribution.


4.                         Section 6.10, “Deemed Satisfaction of ‘ADP’
Test,” is hereby amended in its entirety to provide as follows:


Notwithstanding any other
provision of this Article 6 to the contrary, for any Plan Year beginning on or
after January 1, 1999, if the Employer has elected one of the safe harbor
contributions in Subsection 1.10(a)(3) or 1.11 (a)(3) of the
Adoption Agreement and complies with the notice requirements described herein
for such Plan Year, the Plan shall be deemed to have satisfied the “ADP” test
described in Section 6.03. The Employer shall provide to each Active
Participant during the Plan Year a comprehensive notice of the Active
Participant’s rights and obligations



 5
 









under the Plan. Such notice
shall be written in a manner calculated to be understood by the average Active
Participant. The Employer shall provide the notice to each Active Participant
within one of the following periods, whichever is applicable:


(a)                     if
the employee is an Active Participant 90 days before the beginning of the Plan
Year, within the period beginning 90 days and ending 30 days before the first
day of the Plan Year; or


(b)                    if
the employee becomes an Active Participant after the date described in
subsection (a) above, within the period beginning 90 days before and ending on
the date he becomes an Active Participant;


provided, however, that such
notice shall not be required to be provided to an Active Participant earlier
than is required under any guidance published by the Internal Revenue Service.


If an Employer that provides
notice that the Plan may be amended to provide a safe harbor Nonelective
Employer Contribution for the Plan Year does amend the Plan to provide such
contribution, the Employer shall provide a supplemental notice to all Active
Participants stating that a safe harbor Nonelective Employer Contribution in
the specified amount shall be made for the Plan Year. Such supplemental notice
shall be provided to Active Participants at least 30 days before the last day
of the Plan Year.


Notwithstanding the
foregoing, if the Employer has elected a more stringent eligibility requirement
in Section 1.04 of the Adoption Agreement for such 401(k) safe harbor
contributions than for Deferral Contributions, the Plan may be disaggregated
pursuant to Treasury Regulation section 1.401(k)-3(h)(3), consistent with Code
section 410(b)(4) (B), and deemed to have satisfied the “ADP” test
only with respect to that portion of the Plan that satisfies Code section
401(k)(12). The remainder of the Plan shall be subjected to the “ADP” test
described in Section 6.03.


If the Employer elected to provide safe harbor
Matching Employer Contributions pursuant to Subsection 1.10(a)(3) of the
Adoption Agreement or to have deemed satisfaction of the “ACP” test with
respect to Matching Employer Contributions pursuant to the Addendum Re Safe
Harbor Nonelective Employer Contribution to the Adoption Agreement, then,
notwithstanding any election the Employer might have made pursuant to
Subsection 1.10(d) of the Adoption Agreement (except for an election to apply
paragraph (6) thereof), no continuing eligibility



 6
 









requirements shall apply to
any Matching Employer Contributions provided under the Plan (but an election to
apply paragraph (6) of Subsection 1.10(d) is unaffected).


In the event that the Plan
provides for Catch-up Contributions and the Employer elects to make Safe Harbor
Matching Employer Contributions pursuant to Section 1.10(a)(3), then,
notwithstanding anything to the contrary herein, in the event that the Addendum
Re Safe Harbor Matching Employer Contribution to the Adoption Agreement would
otherwise require Matching Employer Contributions to be made with respect to
Catch-up Contributions, then the Employer shall provide such Matching Employer
Contributions with respect to Catch-up Contributions to the extent necessary to
comply with such Matching Employer Contribution requirements.


5.                         Subsection
(a) of Section 10.05, “Hardship Withdrawals,” is hereby amended by replacing
paragraph (5) thereof and adding new paragraphs (6) and (7) as provided below:


(5)                    payments
for burial or funeral expenses for the Participant’s deceased parent, spouse,
child, or dependent (as defined in Code section 152, and, for taxable years
beginning on or after January 1, 2005, without regard to subsection (d)(1)(B)
thereof);


(6)                    expenses
for the repair of damage to the Participant’s principal residence that would
qualify for the casualty deduction under Code section 165 (determined without
regard to whether the loss exceeds 10% of adjusted gross income); or


(7)                    any
other financial need determined to be immediate and heavy under rules and
regulations issued by the Secretary of the Treasury or his delegate; provided,
however, that any such financial need shall constitute an immediate and heavy
need under this paragraph (7) no sooner than administratively practicable
following the date such rule or regulation is issued.


[Signature Page to Follow]



 7
 









IN WITNESS WHEREOF, this Amendment
has been executed by the undersigned Employer as evidence of its adoption
effective as of the date first above written.


	
  

  	
   

  	
  THE CHILDREN’S PLACE RETAIL

  
	
  

  	
   

  	
  STORES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  By:

  	
  /s/ Steven Balasiano

  
	
   

  	
  Name:

  	
  Steven Balasiano

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President, Chief 

  
	
   

  	
   

  	
  Administrative
  Officer and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  By:

  	
  /s/ Susan Riley

  
	
   

  	
   

  	
  Name:

  	
  Susan Riley

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President, Chief 

  
	
   

  	
   

  	
  Financial Officer

  
										



 


 



 8















AMENDMENT TO

THE CHILDREN’S PLACE

401(k) SAVINGS PLAN


AMENDMENT, dated this 8th day of December 2006, to The Children’s Place 401(k)
Savings Plan (the “Plan”), as amended and restated effective as of January 1,
2006.


WITNESSETH:


WHEREAS, The Children’s Place Retail Stores, Inc. (the “Company”) sponsors and
maintains the Plan; and


WHEREAS, the Company desires to amend the eligibility requirements for the Plan’s
Safe Harbor Matching Employer Contributions; and


WHEREAS, the Company desires to amend the Plan’s Matching Employer Contributions
to include Non-Discretionary Matching Employer Contributions on behalf of
Participants who qualify as Highly Compensated Employees in the amount of fifty
percent (50%) of Participants’ Deferral Contributions, limited to five percent
(5%) of the Participants’ Compensation; and


WHEREAS, Section 16.02 of the Plan’s Basic Plan Document reserves to the Company
the right to make amendments to the Plan that affect the Plan’s Prototype
Status at any time and from time to time;


NOW, THEREFORE:


FIRST


Effective for Plan Years
beginning on and after January 1, 2007, Section 1.04(b)(2)(B) of the Plan’s
Adoption Agreement is hereby amended in its entirety, to read as follows:


The special Eligibility
Service requirement is: (B) - 12 month(s) of Eligibility Service (Fill
in (A), (B) or (C) from Subsection 1.04(b)(1) above).


SECOND


Effective for Plan Years
beginning on and after January 1, 2006, Section 1.10(a) of the Plan’s Adoption
Agreement is hereby amended in its entirety to read as follows:


Non-Discretionary
Matching Employer Contributions - Notwithstanding anything contained in the Plan to the contrary, the
Employer shall make a Matching Employer Contribution on behalf of each Active
Participant who qualifies as a Highly Compensated Employee in an amount equal
to fifty percent (50%) of the first five percent (5%) of each such Active
Participant’s Compensation contributed to the Plan as a Deferral Contribution.













Safe Harbor
Matching Employer Contributions - Effective only for Plan Years beginning on or after January 1, 1999,
if the Employer elects one of the safe harbor formula Options provided in the
Safe Harbor Matching Employer Contribution Addendum to the Adoption Agreement
and provides written notice each Plan Year to all Active Participants of their
rights and obligations under the Plan, the Plan shall be deemed to satisfy the “ADP”
test and, under certain circumstances, the “ACP” test.


IN WITNESS WHEREOF, this Amendment has been executed by the undersigned Employer as
evidence of its adoption effective as of the date first above written.


	
  

  	
  THE CHILDREN’S PLACE RETAIL

  STORES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
  By:

  	
  /s/ Steven Balasiano

  
	
   

  	
  Name:

  	
  Steven Balasiano

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Chief 

  
	
   

  	
  Administrative Officer
  and General Counsel

  
						



 


 


 


	
  WITNESS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Susan Riley

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Susan Riley

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Chief 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Financial Officer

  
										



 



 2