safe_harbor-agreement.htm


    NONSTANDARDIZED
ADOPTION AGREEMENT

    PROTOTYPE
CASH OR DEFERRED PROFIT-SHARING PLAN

    


    Sponsored
by

    


    Wachovia Bank, National Association

    


    The
Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan
for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Plan Document #01.

    


    I.           EMPLOYER
INFORMATION

    


    
      	
               
      

            	
              If
      more than one Employer is adopting the Plan, complete this section based
      on the lead Employer.  Additional Employers who are members of
      the same controlled group or affiliated service group may adopt this Plan
      by completing and executing a Participation Agreement that, once executed,
      will become part of this Adoption
Agreement.

            


    

    


    A.           Name And Address:

    


    Connecticut Water Company

    93 West
Main Street

    Clinton,
CT 06413-1600

    


    B.           Telephone Number:  860-669-8630

    


    C.           Employer’s Tax ID
Number:  06-0713930

    


    
      	
               
      

            	
              D.

            	
              Form Of
      Business:

            


    

    


    [ ]           1.           Sole
Proprietor                                           [ ]           5.           Limited
Liability Company

    


    [ ]           2.           Partnership                                [ ]           6.           Limited
Liability Partnership

    


    [x]           3.           Corporation                                [ ]           7.                                                      

    


    [ ]           4.           S
Corporation

    


    E.           Is The Employer Part Of A Controlled
Group?                                                                                     [x]  YES                      [ ]  NO

    Part Of An Affiliated Service
Group?                                                                                     [ ]  YES                      [x]  NO

    


    F.           Name Of Plan:  Savings Plan of the Connecticut Water Company

    


    G.           Three Digit Plan
Number:  003

    


    H.           Employer’s Tax Year End: December 31

    


    I.           Employer’s Business
Code:  221300

    


    


    II.           EFFECTIVE
DATE

    


    
      	
              A.  

            	
              New
  Plan:

            


    

    


    
      	
               
      

            	
              This
      is a new Plan having an Effective Date of __________________________.  The
      Effective Date may be no earlier than the Plan Year beginning after
      December 31, 2001 or if later, the first day of the Plan Year in which it
      is adopted.

            


    

    


    
      	
              B.  

            	
              Amended and Restated
      Plans:

            


    

    


    This is
an amendment and/or restatement of an existing Plan.  The initial
Effective Date of the Plan was January 1,
1985.  The Effective Date of this amendment and/or restatement
is January 1,
2009.  The Effective Date of the restated Plan may be no
earlier than for Plan Years beginning after December 31, 2001.

    


    
      	
              C.  

            	
              Amended or Restated Plans for
      EGTRRA:

            


    

    


    This is
an amendment and/or restatement of an existing Plan to comply with the Economic
Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-17 (EGTRRA)]. The
initial Effective Date of the Plan was January 1,
1985.  Except as provided for in the Plan, the Effective Date of this
amendment and/or restatement is January 1, 2009. (The
restatement date should be no earlier than the first day of the current Plan
Year.  The Plan contains appropriate retroactive Effective Dates with
respect to provisions of EGTRRA.)

    


    Except
to the extent permitted under Code Section 411(d)(6) and the Regulations issued
thereunder, an Employer cannot reduce, eliminate or make subject to Employer
discretion any Code Section 411(d)(6) protected benefit.  Where this
Plan document is being adopted to amend another plan that contains a protected
benefit not provided for in the Basic Plan Document #01, the Employer may
complete Schedule A as an addendum to this Adoption
Agreement.  Schedule A describes such protected benefits and shall
become part of this Plan.  If a prior plan document contains a plan
feature not provided for in the Basic Plan Document #01, the Employer may attach
Schedule B describing such feature.  Provisions listed on Schedule B
may not be covered by the IRS Opinion Letter issued with respect to the Basic
Plan Document #01.

    


    D.           Effective Date for Elective
Deferrals:

    


    If
different from above, the Elective Deferral provisions shall be effective __________________________.

    


    E. Effective
Date for Safe Harbor 401(k) Contributions:

    


    If
different from above, this provision shall be effective January 1, 2009. This
provision must be adopted prior to the first day of the Plan Year and remain in
effect for an entire twelve (12) month period.

    


    F. Effective
Date for Roth Elective Deferrals:

    


    If
different from above, Roth Elective Deferral provisions shall be effective __________________________.  The
Effective Date of this provision cannot be earlier than January 1,
2006.

    


    
      	
               
      

            	
              G.

            	
              Frozen
    Plan:

            


    

    


    This Plan
was frozen effective __________________________.  For
any period following this Effective Date, neither the Employer nor any
Participant may contribute to this Plan, and no otherwise eligible Employee
shall become a Participant in this Plan. All existing account balances will
become fully vested as of the date specified above.

    


    III.           DEFINITIONS

    


    
      	
               
      

            	
              A.

            	
              “Compensation”

            


    

    


    
      	
               
      

            	
              Select
      the definition of Compensation, the Compensation Computation Period, any
      Compensation Dollar Limitation and Exclusions from Compensation for each
      contribution type from the options listed below.  Enter the
      letter of the option selected on the lines provided
      below.  Leave the line blank if no election needs to be made.
      The Compensation
      Computation Period must be the same as the Limitation Year defined at
      Section III(E).

            


    

    


    
      	
               

              Employer

              Contribution
      Type

            	
               

              Compensation

              Definition

            	
               Compensation

               Computation

               Period

            	
               

              Compensation

              Dollar
      Limitation

            	
              Exclusions

              From
      Compensation

            
	
              All Contributions

            	
              d

            	
              a

            	
              $

            	
              b,
      c, d, g, j

            
	
              Elective Deferrals (including Roth Elective Deferrals, if
      applicable)

            	 
      	 
      	
              $

            	 
      


    

    


    
      	
              Employer

              Contribution
      Type

            	
              Compensation

              Definition

            	
               Compensation

               Computation

               Period

            	
              Compensation

              Dollar
      Limitation

            	
              Exclusions

              From
      Compensation

            
	
              Voluntary After-tax

            	 
      	 
      	
              $

            	 
      
	
              Required After-tax

            	 
      	 
      	
              $

            	 
      
	
              Matching Contribution

              (Formula
      1)

            	 
      	 
      	
              $

            	 
      
	
              Matching Contribution

              (Formula
      2)

            	 
      	 
      	
              $

            	 
      
	
              Non-Elective Contribution

              (Formula
      1)

            	 
      	 
      	
              $

            	 
      
	
              Non-Elective Contribution

              (Formula
      2)

            	 
      	 
      	
              $

            	 
      
	
              Safe Harbor
Contribution

            	 
      	 
      	
              N/A

            	
              N/A

            
	
              QNEC

            	 
      	 
      	
              $

            	 
      
	
              QMAC

            	 
      	 
      	
              $

            	 
      
	
              ADP/ACP Tests

            	 
      	 
      	
              N/A

            	
              N/A

            


    

    


    1.           Compensation
Definition:

    


    
      	
               
      

            	
              a.

            	
              Code
      Section 3401(a) - W-2 Compensation subject to income tax withholding at
      the source, with all pre-tax contributions
  excluded.

            


    

    


    
      	
               
      

            	
              b.

            	
              Code
      Section 3401(a) - W-2 Compensation subject to income tax withholding at
      the source, with all pre-tax contributions included [Plan defaults to this
      election].

            


    

    


    
      	
              c.  

            	
              Code
      Section 6041/6051 - Income reportable on Form W-2, with all pre-tax
      contributions excluded.

            


    

    


    
      	
               
      

            	
              d.

            	
              Code
      Section 6041/6051 - Income reportable on Form W-2, with all pre-tax
      contributions included.

            


    

    


    
      	
               
      

            	
              e.

            	
              Code
      Section 415 - All income received for services performed for the Employer,
      with all pre-tax contributions
excluded.

            


    

    


    
      	
               
      

            	
              f.

            	
              Code
      Section 415 - All income received for services performed for the Employer,
      with all pre-tax contributions
included.

            


    

    


    The
selection of any of the above definitions of Compensation meets the Code Section
414(s) definition of Compensation.  The Code Section 415 definition
shall always apply with respect to sole proprietors and partners.

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Deemed Compensation from
      permitted waiver of group health coverage under a Cafeteria Plan
      Arrangement:  The Employer elects to include deemed Code
      Section 125 Compensation not available to a Participant in cash in lieu of
      group health coverage in the Plan’s definition of
      Compensation.

            


    

    


    
      	
               
      

            	
              3.

            	
              Compensation
      Computation Period:

            


    

    


    
      	
               
      

            	
              a.

            	
              Compensation
      paid during a Plan Year while a Participant [Plan defaults to
      this          election].

            


    

    


    b.           Compensation
paid during the entire Plan Year.

    


    c.           Compensation
paid during the Employer's fiscal year.

    


    
      	
              d.  

            	
              Compensation
      paid during the calendar year.

            


    

    


    
      	
               
      

            	
              4.

            	
              Compensation Dollar
      Limitation: The dollar limitation section does not need to be
      completed unless Compensation of less than the Code Section 401(a)(17)
      limit of $200,000 is to be used. When an integrated allocation
      formula in Section VI is selected, Compensation cannot be limited to an
      amount less than the maximum amount under Code Section
      401(a)(17).

            


    

    


    5.           Exclusions
from Compensation (non-integrated plans
only):

    


    
      	
               
      

            	
              a.

            	
              There
      will be no exclusions from Compensation under the Plan [Plan defaults to
      this safe harbor election].

            


    

    


    
      	
               
      

            	
              b.

            	
              Overtime

            


    

    


    c.           Bonuses

    


    d.           Commissions

    


    
      	
              e.  

            	
              Exclusion
      applies only to Participants who are Highly Compensated Employees [safe
      harbor].

            


    

    


    
      	
              f.  

            	
              Holiday
      and vacation pay

            


    

    


    
      	
              g.  

            	
              Reimbursements
      or other expense allowances, fringe benefits (cash and non-cash), moving
      expenses, deferred compensation, and welfare benefits [safe
      harbor].

            


    

    


    
      	
              h.  

            	
              Post-severance
      payments, as described in paragraph 1.17(c)(6) of Basic Plan Document #01.
      (This exclusion may apply no earlier than the 2005 Limitation
      Year.)

            


    

    


    
      	
              i.  

            	
              Compensation
      in excess of $__________________________
      for Highly Compensated Employees [safe
  harbor].

            


    

    


    
      	
              j.  

            	
              Other:  Employer's
      cost for any public or private employee benefit
      plan

            


    

    


    Any
exclusion of Compensation except (a), (e), (g), (h) and (i) must satisfy the
requirements of Section 1.401(a)(4) of the Income Tax Regulations and Code
Section 414(s) and the Regulations thereunder.  These exclusions do
not fall under the “safe harbor” modifications to Compensation and therefore
must be tested to determine if the modified definition of Compensation satisfies
Code Section 414(s).

    


    
      	
               
      

            	
              B.

            	
              “Disability”

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              As
      defined in the Basic Plan Document #01 [Plan defaults to this
      election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              As
      defined in the Employer’s Disability Insurance
  Plan.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              An
      individual will be considered to be disabled if he or she is unable to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment which can be expected to result
      in death or to be of long, continued and indefinite
      duration.  An individual shall not be considered to be disabled
      unless he or she furnishes proof of the existence thereof in such form and
      manner as the Secretary of the Treasury may
  prescribe.

            


    

    


    
      	
               
      

            	
              C.

            	
              “Highly Compensated Employees –
      Top-Paid Group Election”

            


    

    


    
      	
               
      

            	
              1.

            	
              Top-Paid Group
      Election:  In determining who is a Highly Compensated
      Employee, the Employer may make the Top-Paid Group
      election.  The effect of this election is that an Employee (who
      is not a 5% owner at any time during the determination year or the
      look-back year) who earned more than $95,000, as indexed for the look-back
      year, is a Highly Compensated Employee if the Employee was in the Top-Paid
      Group for the look-back year.  This election is applicable for
      the Plan Year in which this Plan is
effective.

            


    

    


    [x]           a.           The
Employer does not make the Top-Paid Group election.

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              The
      Employer makes the Top-Paid Group election [Plan defaults to this
      election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Calendar Year Data
      Election:  If the Plan Year is not the calendar year, the
      prior year computation period for purposes of determining if an Employee
      earned more than $95,000, as indexed, is the calendar year beginning in
      the prior Plan Year.  This election is applicable for the Plan
      Year in which this Plan is
effective.

            


    

    


    
      	
               
      

            	
              D.

            	
              “Hours Of
      Service”

            


    

    


    Hours
shall be determined by the method selected below. The method selected shall be
applied to all Employees:

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              Not
      applicable.  A Year of Service (Period of Service) is defined
      using the Elapsed Time method.

            


    

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              On
      the basis of actual hours for which an Employee is paid or entitled to
      payment [Plan defaults to this
election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              On
      the basis of days worked.  An Employee shall be credited with
      ten (10) Hours of Service if the Employee would be credited with at least
      one (1) Hour of Service during the
day.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              On
      the basis of weeks worked.  An Employee shall be credited with
      forty-five (45) Hours of Service if the Employee would be credited with at
      least one (1) Hour of Service during the
week.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              5.

            	
              On
      the basis of semi-monthly payroll periods.  An Employee shall be
      credited with ninety-five (95) Hours of Service if the Employee would be
      credited with at least one (1) Hour of Service during the semi-monthly
      payroll period.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              6.

            	
              On
      the basis of months worked.  An Employee shall be credited with
      one-hundred-ninety (190) Hours of Service if the Employee would be
      credited with at least one (1) Hour of Service during the
      month.

            


    

    


    
      	
               
      

            	
              E.

            	
              “Integration
      Level”

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              Not
      applicable. Either the Plan's allocation formula is not integrated with
      Social Security or there are no Non-Elective Employer Contributions being
      made to the Plan [Plan defaults to this
  election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              The
      Taxable Wage Base.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              ________% (not more than
      100%) of the Taxable Wage Base.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              $________, provided that
      such amount is not in excess of the amount determined under paragraph
      (E)(2) above.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              5.

            	
              One
      dollar over 80% of the Taxable Wage
Base.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              6.

            	
              20%
      of the Taxable Wage Base.

            


    

    


    F.           “Limitation Year”

    


    
      	
               
      

            	
              Unless
      elected otherwise below, the Limitation Year shall be the Plan
      Year.

            


    

    


    
      	
               
      

            	
              The
      twelve (12) consecutive month period commencing on January 1 and ending on
      December
      31.

            


    

    


    If
applicable, there will be a short Limitation Year commencing on ___________________________
and ending on ___________________________.  Thereafter,
the Limitation Year shall end on the date specified above.

    


    
      	
              G.

            	
              “Net
    Profit”

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              Not
      applicable.  Employer contributions to the Plan are not
      conditioned on profits [Plan defaults to this
  election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Net
      Profits are required for making Employer contributions and are defined as
      follows:

            


    

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              As
      defined in the Basic Plan Document
#01.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              Net
      Profits will be defined in a uniform and nondiscriminatory manner which
      will not result in a deprivation of an eligible Participant of any
      Employer  Contribution.

            


    

    


    
      	
               
      

            	
              c.

            	
              Net
      Profits are required for the following types of
    contributions:

            


    

    


    [ ]           i.           Employer
Matching Contributions (Formula 1).

    


    [ ]           ii.           Employer
Matching Contributions (Formula 2).

    


    
      	
               
      

            	
              [ ]

            	
              iii.

            	
              Employer
      QNEC and QMAC Contributions.

            


    

    


    [ ]           iv.           Non-Elective
Employer Contributions (Formula 1).

    


    [ ]           v.           Non-Elective
Employer Contributions (Formula 2).

    


    Elective
Deferrals, Top-Heavy minimums (if required), and Safe Harbor Contributions (if
applicable) must be contributed regardless of profits.

    


    
      	
               
      

            	
              H.

            	
              “Plan
    Year”

            


    

    


    
      	
               
      

            	
              The
      12-consecutive month period commencing on January 1 and ending on
      December
      31.

            


    

    


    If
applicable, there will be a short Plan Year commencing on ___________________________
and ending on ___________________________.  Thereafter,
the Plan Year shall end on the date specified above.

    


    I.           “QDRO Payment
Date”

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              The
      date the QDRO is determined to be qualified [Plan defaults to this
      election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              The
      statutory age fifty (50) requirement applies for purposes of making
      distribution to an alternate payee under the provisions of a
      QDRO.

            


    

    


    
      	
               
      

            	
              J.

            	
              “Qualified Joint and Survivor
      Annuity”

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              Not
      applicable.  The Plan is not subject to Qualified Joint and
      Survivor Annuity rules. The safe harbor provisions of paragraph 8.7 of the
      Basic Plan Document #01 apply.  The normal form of payment is a
      lump sum.  No annuities are offered under the Plan [Plan
      defaults to this election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              The
      normal form of payment is a lump sum.  The Plan does provide for
      annuities as an optional form of payment at Section XVI(D) of the Adoption
      Agreement. The Plan’s Joint and Survivor Annuity rules are avoided and the
      safe harbor provisions of paragraph 8.7 of the Basic Plan Document #01
      will apply, unless the Participant elects to receive his or her
      distribution in the form of an annuity.  If this option is
      selected, Section III(K) below must also be
  completed.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              The
      Joint and Survivor Annuity rules are applicable and the survivor annuity
      will be ________%
      (50%, 66-2/3%, 75% or 100%) of the annuity payable during the lives of the
      Participant and his or her Spouse.  If no selection is
      specified, 50% shall be deemed
elected.

            


    

    


    
      	
              K.  

            	
              “Qualified
      Pre-Retirement Survivor Annuity”

            


    

    


    Do not complete this section if
paragraph (J)(1) was elected.

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              The
      Qualified Pre-Retirement Survivor Annuity shall be 100% of the
      Participant’s Vested Account Balance in the Plan as of the date of the
      Participant’s death.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              The
      Qualified Pre-Retirement Survivor Annuity shall be 50% of the
      Participant’s Vested Account Balance in the Plan as of the date of the
      Participant’s death.

            


    

    


    If
this provision applies but no selection is made, the Qualified Pre-Retirement
Survivor Annuity shall be 50%.

    


    L.           “Valuation of Plan
Assets”

    


    
      	
               
      

            	
              The
      assets of the Plan shall be valued on the last day of the Plan Year and on
      the following Valuation Date(s):

            


    

    


    [ ]           1.           There
are no other mandatory Valuation Dates.

    


    [x]           2.           The
Valuation Dates are applicable for the contribution type specified
below:

    


    
      	
               

              Contribution
      TypeValuation Date

            	
               

              Valuation
      Date

            
	
              All Contributions

            	
              a

            
	
              Elective Deferrals (including Roth Elective Deferrals, if
      applicable)

            	 
      
	
              Voluntary After-tax Contributions

            	 
      
	
              Required After-tax Contributions

            	 
      
	
              Deemed IRA Contribution

            	 
      
	
              Matching Contributions (Formula 1)

            	 
      
	
              Matching Contributions (Formula 2)

            	 
      
	
              Non-Elective Contributions (Formula 1)

            	 
      
	
              Non-Elective Contributions (Formula 2)

            	 
      
	
              Safe Harbor Contributions

            	 
      
	
              QNEC

            	 
      
	
              QMAC

            	 
      


    

    


    a.           Daily
valued.

    


    b.           The
last day of each month.

    


    c.           The
last day of each quarter in the Plan Year.

    


    d.           The
last day of each semi-annual period in the Plan Year.

    


    
      	
               
      

            	
              e.

            	
              Other:  

            	
              .

            


    

    (Note:
Date must be at least once during the Plan Year.)

    


    


    IV.           ELIGIBILITY
REQUIREMENTS

    


    Complete
the following using the eligibility requirements as specified for each
contribution type. To become a Participant in the Plan, the Employee must
satisfy the following eligibility requirements.

    


    
      	
               

               

              Contribution
      Type

            	
               

              Minimum

              Age

            	
               

              Service

              Requirement

            	
               

              Class

              Exclusions

            	
              Eligibility

              Computation

              Period

            	
               

               

              Entry
      Date

            
	
               

              All
      Contributions

            	
              1

            	
              3

            	
              6,
      10

            	 
      	
              5

            
	
               

              Elective
      Deferrals (including Roth Elective Deferrals, if
      applicable)

            	 
      	 
      	 
      	 
      	 
      
	
               

              Voluntary
      After-tax Contributions

            	 
      	 
      	 
      	 
      	 
      
	
               

              Required
      After-tax Contributions

            	 
      	 
      	 
      	 
      	 
      
	
               

              Matching
      Contributions

              (Formula
      1)

            	 
      	 
      	 
      	 
      	 
      
	
              Matching Contributions

              (Formula
      2)

            	 
      	 
      	 
      	 
      	 
      
	
              Non-Elective Contributions (Formula 1)

            	 
      	 
      	 
      	 
      	 
      
	
              Non-Elective Contributions (Formula 2)

            	 
      	 
      	 
      	 
      	 
      
	
              Safe Harbor Contributions*

            	 
      	 
      	 
      	 
      	 
      
	
               

              QNECs

            	 
      	 
      	 
      	 
      	 
      
	
               

              QMACs

            	 
      	 
      	 
      	 
      	 
      


    

    


    
      	
               
      

            	
              *If any age or Service
      requirement selected is more restrictive than that which is imposed on any
      Employee contribution, that group of Employees will be subject to the ADP
      and/or ACP testing as prescribed under applicable IRS
      Regulations

            


    

    


    A.           Age:

    


    1.           No
age requirement.

    


    
      	
               
      

            	
              2.

            	
              Insert
      the applicable age in the chart above.  The age may not be more
      than twenty-one (21).

            


    

    


    
      	
              B.  

            	
              Service:

            


    

    


    The
maximum Service requirement for Elective Deferrals is one (1)
year.  For all other contributions, the maximum is two (2)
years.  If a Service requirement greater than one (1) year is
selected, Participants must be 100% vested in that contribution.

    


    
      	
               
      

            	
              1.

            	
              No
      Service requirement.

            


    

    


    
      	
               
      

            	
              2.

            	
              Completion
      of _______ Days of
      Service. [No more than 730 Days of Service may be required; if more than
      365 days are entered here, Participants must be 100% vested upon entering
      the Plan.]

            


    

    


    
      	
               
      

            	
              3.

            	
              Completion
      of 6 months of
      Service [No more than twenty-four (24) months of Service may be required;
      if more than twelve (12) months are entered here, Participants must be
      100% vested upon entering the
Plan.]

            


    

    


    
      	
               
      

            	
              4.

            	
              Completion
      of _______ months
      of Service [No more than twenty-four (24) months of Service may be
      required; if more than twelve (12) months are entered here, Participants
      must be 100% vested upon entering the
Plan.]

            


    

    


    
      	
               
      

            	
              5.

            	
              One
      (1) Year of Service or Period of
Service.

            


    

    


    
      	
               
      

            	
              6.

            	
              Two
      (2) Years of Service or Periods of
Service.

            


    

    


    
      	
               
      

            	
              7.

            	
              One
      (1) Expected Year of Service.  An Employee whose position is
      required as a condition of employment to work a Year of Service may enter
      after six (6) months of actual
Service.

            


    

    


    
      	
               
      

            	
              8.

            	
              One
      (1) Expected Year of Service.  An Employee whose position is
      required as a condition of employment to work a Year of Service may enter
      after __________
      months of actual Service [must be twelve (12) months or
    less].

            


    

    


    
      	
               
      

            	
              9.

            	
              One
      (1) Expected Year of Service.  An Employee whose position is
      required as a condition of employment to work a Year of Service may enter
      after __________
      months of actual Service [must be twelve (12) months or
    less].

            


    

    


    
      	
               
      

            	
              10.

            	
              Completion
      of ___________
      Hours of Service (1,000 hours or less) within the ___________ month(s)
      time period [the monthly period must be a pro-ration of twelve (12) months
      or less] following an Employee's commencement of employment.  An
      Employee who is otherwise eligible who meets the statutory one (1) Year of
      Service requirement and any age requirement if applicable, shall
      participate in the Plan not later than the earlier of the first day of the
      first Plan Year after the Employee has met the statutory requirements or
      six (6) months after the day such requirements are
  met.

            


    

    


    11.           Completion
of ___________ Hours of Service
(may not be more than 1,000 Hours).

    


    
      	
               
      

            	
              C.

            	
              Method for Measuring Service
      Eligibility Period (do not
      enter this method in the table above):

            


    

    


    
      	
               
      

            	
              A
      Year of Service for eligibility purposes is defined as follows (choose
      one):

            


    

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              Not
      applicable.

            


    

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              Hours
      of Service method.  A Year of Service will be credited upon
      completion of 1000
      Hours of Service.  A Year of Service for eligibility purposes
      may not be less than one (1) Hour of Service nor greater than 1,000 hours
      by operation of law.  If left blank, the Plan will use 1,000
      hours.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              Elapsed
      Time method

            


    

    


    
      	
               
      

            	
              D.

            	
              Employee Class
      Exclusions:

            


    

    


    The
exclusion of any classification may cause the Plan to fail the ratio percentage
test under Code Section 410(b)(1)(A) or (B) which may require the Plan to be
tested under the average benefits test of Code Section
410(b)(1)(C).

    


    
      	
              1.  

            	
              Employees
      included in a unit of Employees covered by a collective bargaining
      agreement between the Employer and Employee Representatives, if benefits
      were the subject of good faith bargaining and if two percent or less of
      the Employees are covered pursuant to the agreement are professionals as
      defined in Regulations Section 1.410(b)-9, unless participation in this
      Plan is specifically provided for in the collective bargaining
      agreement.  For this purpose, the term “employee representative”
      does not include any organization more than half of whose members are
      owners, officers, or executives of the
Employer.

            


    

    


    
      	
               
      

            	
              2.

            	
              Employees
      who are non-resident aliens [within the meaning of Code Section
      7701(b)(1)(B)] who receive no Earned Income [within the meaning of Code
      Section 911(d)(2)] from the Employer which constitutes income from sources
      within the United States [within the meaning of Code Section
      861(a)(3)].

            


    

    


    
      	
               
      

            	
              3.

            	
              Employees
      compensated on an hourly basis.

            


    

    


    
      	
               
      

            	
              4.

            	
              Employees
      compensated on a salaried basis.

            


    

    


    
      	
               
      

            	
              5.

            	
              Employees
      compensated on a commission basis.

            


    

    


    
      	
               
      

            	
              6.

            	
              Leased
      Employees.

            


    

    


    
      	
               
      

            	
              7.

            	
              Highly
      Compensated Employees.

            


    

    


    
      	
               
      

            	
              8.

            	
              Key
      Employees.

            


    

    


    
      	
               
      

            	
              9.

            	
              Employees
      of any member of the controlled and/or affiliated service group Employer
      whose Employer does not affirmatively adopt this
  Plan.

            


    

    


    
      	
               
      

            	
              10.

            	
              The
      Plan shall exclude from participation any nondiscriminatory classification
      of Employees determined as follows (any exclusion must pass coverage and
      nondiscrimination testing):

            


    

    


    Those Employees of a Related Employer that has not executed a
Related Employer Participation Agreement.

    


    
      	
               
      

            	
              E.

            	
              Eligibility Computation
      Period:

            


    

    


    
      	
               
      

            	
              The
      initial eligibility computation period shall commence on the date on which
      an Employee first performs an Hour of Service and end with the first
      anniversary thereof.  Each subsequent computation period shall
      commence on:

            


    

    


    
      	
               
      

            	
              1.

            	
              Not
      applicable.  The Plan has a Service requirement of less than one
      (1) year or uses the Elapsed Time method to determine
      eligibility.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      anniversary of the Employee’s employment commencement date and each
      subsequent twelve (12) consecutive month period
  thereafter.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      first day of the Plan Year which commences prior to the first anniversary
      date of the Employee’s employment commencement date and each subsequent
      Plan Year thereafter.

            


    

    


    
      	
               
      

            	
              F.

            	
              Entry
    Date:

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      Employee’s date of hire.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      first day of the month coinciding with or next following the date on which
      an Employee meets the eligibility
requirements.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      first day of the payroll period coinciding with or next following the date
      on which an Employee meets the eligibility requirements, or as soon as
      administratively feasible
thereafter.

            


    

    


    
      	
               
      

            	
              4.

            	
              When
      the Days of Service method is selected at Section IV(B)(2), the Entry Date
      shall be the day the Employee meets the eligibility requirements, or as
      soon as administratively feasible
thereafter.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      earlier of the first day of the Plan Year, or the first day of the fourth,
      seventh or tenth month of the Plan Year coinciding with or next following
      the date on which an Employee meets the eligibility
      requirements.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      earlier of the first day of the Plan Year or the first day of the seventh
      month of the Plan Year coinciding with or next following the date on which
      an Employee meets the eligibility
requirements.

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      first day of the Plan Year following the date on which the Employee meets
      the eligibility requirements.  If this election is made, the
      Service waiting period cannot be greater than one-half year and the
      minimum age requirement may not be greater than age twenty and one-half
      (201⁄2).

            


    

    


    
      	
               
      

            	
              8.

            	
              The
      first day of the Plan Year nearest the date on which an Employee meets the
      eligibility requirements.  This option can only be
      selected for Employer related
  contributions.

            


    

    


    
      	
               
      

            	
              9.

            	
              The
      first day of the Plan Year during which the Employee meets the eligibility
      requirements.  This option can only be
      selected for Employer related
  contributions.

            


    

    


    
      	
               
      

            	
              10.

            	
              Other:
      ________________________.

            


    

    This
option may not require an entry date more than two (2) months following the date
on which an Employee meets the eligibility requirements.

    


    
      	
               
      

            	
              G.

            	
              Employees on Effective
      Date:

            


    

    


    If option
(1) is selected, options (2) and (3) should not be selected.  Options
(2) and (3) can be selected or just option (2) or (3).

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              All
      Employees will be required to satisfy both the age and Service
      requirements specified above.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Employees
      employed on the Plan’s Effective Date do not have to satisfy the age
      requirement specified above.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              Employees
      employed on the Plan's Effective Date do not have to satisfy the Service
      requirement specified above.

            


    

    


    
      	
               
      

            	
              H.

            	
              Special Waiver of Eligibility
      Requirements:

            


    

    


    
      	
               
      

            	
              The
      age and/or Service eligibility requirements specified above shall be
      waived for the eligible Employees specified below who are employed on the
      specified date for the contribution type(s) specified.  This
      waiver applies to either the age or Service requirement or both as elected
      below.

            


    

    


    
      	
               

              Waiver
      Date

            	
              Waiver
      of Age

              Requirement

            	
              Waiver
      of Service

              Requirement

            	
               

              Contribution
      Type

            
	 
      	 
      	 
      	
              All
      Contributions

            
	 
      	 
      	 
      	
              Elective
      Deferrals (including Roth Elective Deferrals, if
    applicable)

            
	 
      	 
      	 
      	
              Matching
      Contribution (Formula 1)

            
	 
      	 
      	 
      	
              Matching
      Contribution (Formula 2)

            
	 
      	 
      	 
      	
              Non-Elective
      Contribution (Formula 1)

            
	 
      	 
      	 
      	
              Non-Elective
      Contribution (Formula 2)

            
	 
      	 
      	 
      	
              Safe
      Harbor Contribution

            
	 
      	 
      	 
      	
              QNEC

            
	 
      	 
      	 
      	
              QMAC

            


    

    


    The
waiver above applies to:

    


    [ ]           1.           All
eligible Employees employed on the specified date.

    


    [ ]           2.           The
indicated class of Employees employed on the specified date.

    


    Note:  Any
selection here may cause the Plan to be discriminatory in operation and
therefore would have to be tested for nondiscrimination.

    


    


    
      	
              V.

            	
              RETIREMENT
      AGES

            


    

    


    
      	
              A.  

            	
              Normal
      Retirement:

            


    

    


    Select
option (1) or (2) and either (3)(a) or (3)(b).

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              Normal
      Retirement Age shall be age 65 [not to exceed
      sixty-five (65)].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Normal
      Retirement Age shall be the later of attaining age ________ [not to exceed
      age sixty-five (65)] or the ________ (not to exceed
      the fifth) anniversary of the first day of the first Plan Year in which
      the Participant commenced participation in the
  Plan.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Normal Retirement Date shall be:

            


    

    


    
      	
               
      

            	
              [x]

            	
              a.

            	
              as
      of the date the Participant attains Normal Retirement Age [Plan defaults
      to this election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              the
      first day of the month next following the Participant’s attainment of
      Normal Retirement Age.

            


    

    


    B.           Early Retirement:

    


    [ ]           1.           Not
applicable.

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              The
      Plan shall have an Early Retirement Age of 55 [not less than age
      fifty-five (55)] and completion of 0 Years of
      Service.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Early Retirement Date shall be:

            


    

    


    
      	
               
      

            	
              [x]

            	
              a.

            	
              as
      of the date the Participant attains Early Retirement Age [Plan defaults to
      this election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              the
      first day of the month next following the Participant’s attainment of
      Early Retirement Age.

            


    

    


    


    VI.           CONTRIBUTIONS TO
THE PLAN

    


    The
Employer shall make contributions to the Plan in accordance with the formula or
formulas selected below.  The Employer’s contribution shall be subject
to the limitations contained in Articles III and X of the Basic Plan Document
#01.  For this purpose, a contribution for a Plan Year shall be
limited by Compensation earned in the Limitation Year that ends with or within
such Plan Year. For Limitation Years beginning on or after January 1, 2002,
except to the extent permitted under paragraph 4.6(h) of the Basic Plan Document
#01 and under Code Section 414(v), the Annual Addition that may be contributed
or allocated to a Participant’s account under the Plan for any Limitation Year
beginning after December 31, 2001 shall not exceed the lesser of (a) $40,000, as
adjusted for increases in the cost-of-living under Code Section 415(d), or (b)
100% of the Participant’s Compensation within the meaning of Code Section
415(c)(3), for the Limitation Year.

    


    
      	
              A.  

            	
              Elective
      Deferrals:

            


    

    


    1.           Participants
shall be permitted to make Elective Deferrals:

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              in
      any amount up to ____________% (may be no
      more than 100%) of Compensation.

            


    

    


    
      	
               
      

            	
              [x]

            	
              b.

            	
              in
      any amount from a minimum of 1% (may be no less than
      1%) to a maximum of 50% (may be no more than
      100%) of their Compensation not to exceed $__________ [may be no more
      than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              [ x]

            	
              c.

            	
              in
      a flat dollar amount from a minimum of $500 (may be no less than $500) to
      a maximum of $_____________, [may be
      no more than the Code Section 402(g) limit and Code Section 414(v) limit,
      if applicable] not to exceed ______% (no more than
      100%) of their Compensation.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              d.

            	
              in
      any amount up to the maximum percentage of Compensation and dollar amount
      permissible under Code Section 402(g) and 414(v) not to exceed the limits
      of Code Section 401(k), 404 and
415.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              e.

            	
              Highly
      Compensated Employees may defer any amount up to ____% (may be no more
      than 100%) of Compensation or $__________ [may be no more than the Code
      Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              [x]

            	
              f.

            	
              Catch-up
      Contributions may be made by eligible
  Participants.

            


    

    


    


    
      	
               
      

            	
              2.

            	
              Participants
      shall be permitted to terminate their Elective Deferrals (including Roth
      Elective Deferrals, if any) at any time upon proper and timely notice to
      the Employer.  Modifications and reinstatement of Participants’
      Elective Deferrals will become effective as soon as administratively
      feasible on a prospective basis as provided for
  below:

            


    

    


    
      	
              Modifications

            	
              Reinstatement

            	
              Method

            


    

    


    
      	
               
      

            	
              [ ]

            	
              [ ]

            	
              On
      a daily basis.

            


    

    
      	
               
      

            	
              [x]

            	
              [x]

            	
              On
      the first day of each quarter.

            


    

    
      	
               
      

            	
              [ ]

            	
              [ ]

            	
              On
      the first day of the next month.

            


    

    
      	
               
      

            	
              [ ]

            	
              [ ]

            	
              The
      beginning of the next payroll
period.

            


    

    
      	
               
      

            	
              [ ]

            	
              [ ]

            	
              On
      the first day of the next semi-annual
period.

            


    

    
      	
               
      

            	
              [ ]

            	
              n/a

            	
              Upon
      _____ days notice
      to the Plan Administrator.

            


    

    
      	
               
      

            	
              n/a

            	
              [ ]

            	
              Upon
      _____ days notice
      to the Plan Administrator.

            


    

    


    
      	
              [ ]

            	
              B.

            	
              Roth Elective
      Deferrals:

            


    

    


    If
Participants are permitted to make Elective Deferrals, they shall also be
permitted to make Roth Elective Deferrals.  Roth Elective Deferrals
may be treated as Catch-Up Contributions.

    


    
      	
               
      

            	
              C.

            	
              Bonus
      Option:

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              Not
      applicable. The Plan’s definition of Compensation excludes bonuses from
      deferrable Compensation for both Elective Deferrals and Roth Elective
      Deferrals.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Not
      applicable.  Participants are not permitted to make a separate
      deferral election and the Participant’s deferral amount elected on their
      Salary Deferral Agreement will also apply to any bonus received by the
      Participant for any Plan Year.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              The
      Employer permits a Participant to amend his or her deferral election to
      defer to the Plan an amount not to exceed __________% (may be no
      more than 100%) or $_________ [may be no
      more than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable] of any bonus received by the Participant for any Plan
      Year.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              D.

            	
              Automatic
      Enrollment:

            


    

    


    The
Employer elects the automatic enrollment provisions for Elective Deferrals as
follows. Automatic enrollment in Roth Elective Deferrals is not permitted under
the Plan.  The automatic enrollment provisions apply to all eligible
Employees.  Employees and Participants shall have the right to amend
the stated automatic Elective Deferral percentage or receive cash in lieu of
deferral into the Plan.

    


    1.           RESERVED

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Automatic
      Deferrals:

            


    

    


    
      	
               
      

            	
              a.

            	
              New
      Employees:  Employees who have not met the eligibility
      requirements shall have Elective Deferrals withheld in the amount of ________% (not more than
      10%) of Compensation or $________ [may be no more
      than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable] upon entering the Plan.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              i.

            	
              On
      an annual basis the Elective Deferral limit under the Plan shall be
      increased up to a maximum amount determined by the
    Employer.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              ii.

            	
              After
      _____ Years of
      Service, the amount specified above shall increase to ____% (no more than 10%)
      or $______ [may be
      no more than the Code Section 402(g) limit and Code Section 414(v) limit,
      if applicable].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              This
      requirement is effective for Employees hired on or after
      ______________________.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              Current
      Employees:  Employees who are eligible to participate but
      not deferring shall have Elective Deferrals withheld in the amount of
      ______ % (not more
      than 10%) of Compensation or $_________ [may be no
      more than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              i.

            	
              On
      an annual basis the Elective Deferral limit under the Plan shall be
      increased up to a maximum amount determined by the
    Employer.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              ii.

            	
              After
      _____ Years of Service, the amount specified above shall increase to
      _____% (no more than 10%) or $_______ [may be no more than the Code
      Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              c.

            	
              Current
      Participants:  Current Participants who are deferring at
      a percentage less than the amount selected herein shall have Elective
      Deferrals withheld in the amount of  ________% (not more than
      10%) of Compensation or $________ [may be no more
      than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              i.

            	
              On
      an annual basis the Elective Deferral limit under the Plan shall be
      increased up to a maximum amount determined by the
    Employer.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              ii.

            	
              After
      _____ Years of Service, the amount specified above shall increase to
      _____% (no more than 10%) or $_______ [may be no more than the Code
      Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    Employees
and Participants shall have the right to amend the stated automatic Elective
Deferral provisions or receive cash in lieu of deferral into the
Plan.  For purposes of this provision, Employees returning an election
form indicating a “zero” deferral amount shall be deemed “Current
Participants”.

    


    
      	
              E.  

            	
              Voluntary
      After-tax Contributions:

            


    

    


    If
the Employer wishes to reserve the right to recharacterize Elective Deferrals as
Voluntary After-tax Contributions in order to pass the ADP/ACP Test, this
section must be completed.

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              The
      Plan does not permit Voluntary After-tax
  Contributions.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Participants
      may make Voluntary After-tax Contributions in any amount from
      a minimum of ________% (may not be
      less than 1%) to a maximum of ______% (may be no more
      than 100%) of their Compensation or a flat
      dollar amount from a minimum of $____________ (may not be
      less than $1,000) to a maximum of $______________ [may be no more
      than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              Participants
      may make Voluntary After-tax Contributions in any amount up to the maximum
      permitted by law.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              The
      maximum combined limit of Elective Deferrals, Roth Elective Deferrals, and
      Voluntary After-tax Contributions will not exceed ______% (may be no more
      than 100%) of Compensation or $_______ [may be no more than the Code
      Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              F.

            	
              Required After-tax
      Contributions (for Thrift
      Savings Plans only):

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              The
      Plan does not permit Required After-tax
  Contributions.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Participants
      shall be required to make Required After-tax Contributions as
      follows:

            


    

    


    [ ]           a.           ________%
(may be no more than 100%) of Compensation.

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              A
      percentage determined by the
Employee.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              c.

            	
              A
      flat dollar amount of $________ [may be no more than the Code Section
      402(g) limit and Code Section 414(v) limit, if
  applicable].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              d.

            	
              The
      maximum combined limit of Elective Deferrals, Roth Elective Deferrals and
      Required After-tax Contributions will not exceed ______% (may be no more
      than 100%) of Compensation or $_______  [may be no more than the
      Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              G.

            	
              Rollover
      Contributions:

            


    

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              The
      Plan does not accept Rollover
Contributions.

            


    

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              Rollover
      Contributions may be made:

            


    

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              after
      meeting the eligibility requirements for participation in the
      Plan.

            


    

    


    
      	
               
      

            	
              [x]

            	
              b.

            	
              prior
      to meeting the eligibility requirements for participation in the
      Plan.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      Plan will accept a Participant Rollover Contribution of an Eligible
      Rollover Distribution from (check only those that
      apply):

            


    

    


    
      	
               
      

            	
              [x]

            	
              a.

            	
              A
      Qualified Plan described in Code Section 401(a) or
  403(a).

            


    

    


    
      	
               
      

            	
              [x]

            	
              b.

            	
              An
      annuity contract described in Code Section
  403(b).

            


    

    


    
      	
               
      

            	
              [ ]

            	
              c.

            	
              An
      eligible plan under Code Section 457(b) which is maintained by a state,
      political subdivision of a state, or any agency or instrumentality of a
      state or political subdivision of a
state.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              d.

            	
              An
      Individual Retirement Account (which was not used as a conduit from a
      Qualified Plan) or Annuity described in Code Section 408(a) or 408(b) that
      is eligible to be rolled over and would otherwise be includable in gross
      income.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Plan will accept a Direct Rollover of an Eligible Rollover Distribution
      from (check only those
      that apply):

            


    

    


    
      	
               
      

            	
              [x]

            	
              a.

            	
              A
      Qualified Plan described in Code Section 401(a) or 403(a), excluding
      Voluntary After-tax Contributions.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              A
      Qualified Plan described in Code Section 401(a) or 403(a), including
      Voluntary After-tax Contributions.

            


    

    


    
      	
               
      

            	
              [x]

            	
              c.

            	
              An
      annuity contract described in Code Section 403(b), excluding Voluntary
      After-tax Contributions.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              d.

            	
              An
      annuity contract described in Code Section 403(b), including Voluntary
      After-tax Contributions.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              e.

            	
              An
      eligible plan under Code Section 457(b) which is maintained by a state,
      political subdivision of a state, or an agency or instrumentality of a
      state or political subdivision of a
state.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              f.

            	
              A
      Roth Elective Deferral Account if it is a Direct Rollover from another
      Roth Elective Deferral Account under a Qualified Plan described in Code
      Section 402A(e)(1) and only to the extent the rollover is permitted under
      Code Section 402(c).

            


    

    


    
      	
               
      

            	
              H.

            	
              Deemed IRA
      Contributions/Reserved:

            


    

    


    [x]           1.           The
Plan does not accept any Deemed IRA contributions.

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Deemed
      IRA contributions may be made to this Plan for Plan Years beginning ___________ (may be no
      earlier than January 1, 2003):

            


    

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              In
      accordance with the Traditional IRA rules as described in the Basic Plan
      Document #01.  An Individual must meet the eligibility
      requirements for participation in the Plan in order to make a “Deemed IRA”
      contribution.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              In
      accordance with the Roth IRA rules as described in the Basic Plan Document
      #01.  An Individual must meet the eligibility requirements for
      participation in the Plan in order to make a “Deemed IRA”
      contribution.

            


    

    


    
      	
              [x]

            	
              I.

            	
              Safe Harbor Plan
      Provisions:

            


    

    


    If the
Safe Harbor Plan provisions are elected, the nondiscrimination tests at Article
XI of the Basic Plan Document #01 are not applicable.  Safe Harbor
Contributions made are subject to the withdrawal restrictions of Code Section
401(k)(2)(B) and Treasury Regulation Section 1.401(k)-1(d); such contributions
(and earnings thereon) must not be distributable earlier than severance from
employment, death, Disability, an event described in Code Section 401(k)(10), or
in the case of a profit-sharing or stock bonus plan, the attainment of age 591⁄2.
Safe Harbor Contributions are NOT available for Hardship
withdrawals.

    


    The ACP
Test Safe Harbor is automatically satisfied if the only Matching Contribution to
the Plan is either a Basic Matching Contribution or an Enhanced Matching
Contribution that does not provide a match on Elective Deferrals in excess of 6%
of Compensation. For Plans that allow Voluntary or Required After-tax
Contributions, the ACP Test is applicable with regard to such
contributions.

    


    Employees
eligible to make Elective Deferrals to this Plan must be eligible to receive the
Safe Harbor Contribution in the Plan listed below, to the extent required by
applicable IRS Regulations.

    


    The
Employer elects to comply with the Safe Harbor Cash or Deferred Arrangement
provisions of Article XI of the Basic Plan Document #01 and elects one of the
following contribution formulas:

    


    1.           Safe Harbor
Tests:

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              Only
      the ADP Test Safe Harbor provisions are applicable.  A formula
      in paragraphs (3), (4) or (5) below has been selected and the ADP Safe
      Harbor has been satisfied.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              Only
      the ACP Test Safe Harbor provisions are applicable.   No
      additional Matching Contributions would be needed in order to satisfy the
      ACP Safe Harbor if the Plans satisfies the Basic or Enhanced
      Match.

            


    

    


    
      	
               
      

            	 	
              [x]

            	
              c.

            	
              Both
      the ADP and ACP Test Safe Harbor provisions are applicable.  If
      both ADP and ACP provisions are
applicable:

            


    

    


    
      	
               
      

            	
              [x]

            	
              i.

            	
              No
      additional Matching Contributions will be made in any Plan Year in which
      the Safe Harbor provisions are
used.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              ii.

            	
              The
      Employer may make Matching Contributions in addition to any Safe Harbor
      Matching Contributions elected below.  [Complete provisions in
      Section VI(J) regarding Matching Contributions that will be made in
      addition to those Safe Harbor Matching Contributions made
      below.]

            


    

    


    Safe
Harbor Contributions cannot be subject to an Hours of Service or employment on
the last day of the Plan Year requirement.

    


    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Designation of Alternate Plan
      to Receive Safe Harbor Contribution:  If the Safe Harbor
      Contribution as elected below is not being made to this Plan, the name of
      the other plan that will receive the Safe Harbor Contribution is:
      

            	
              .

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              Basic Matching Contribution
      Formula:  Matching Contributions will be made on behalf
      of Participants in an amount equal to 100% of the amount of the Eligible
      Participant’s Elective Deferrals that do not exceed 3% of the
      Participant’s Compensation and 50% of the amount of the Participant’s
      Elective Deferrals that exceed 3% of the Participant’s Compensation but
      that do not exceed 5% of the Participant’s
  Compensation.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              Enhanced Matching Contribution
      Formula:  Matching Contributions will be made in an
      amount equal to the sum of:

            


    

    


    
      	
               
      

            	
              a.

            	
              _________% of the
      Participant’s Elective Deferrals that do not exceed _________% of the
      Participant’s Compensation [insert a number that is three (3) or greater
      but not greater than six (6); if a number greater than six (6) is inserted
      or if left blank, this will not qualify as an Enhanced Matching
      Contribution Formula and the ADP test will apply],
  plus

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              _________% of the
      Participant’s Elective Deferrals that exceed _________% of the
      Participant’s Compensation but do not exceed _________% of the
      Participant’s Compensation [insert a number that is three (3) or greater
      but not greater than six (6) in the second blank.  Both blanks
      should be completed so that at any rate of Elective Deferrals, the
      Matching Contribution is at least equal to the Matching Contribution
      receivable if the Employer were making a Basic Matching
      Contribution.  The rate of match cannot increase as Elective
      Deferrals increase.  If a number greater than six (6) is
      inserted or if left blank, this will not qualify as an Enhanced Matching
      Contribution Formula and the ACP Test will
  apply.]

            


    

    


    If an
additional discretionary Matching Contribution is made, the dollar amount of
that contribution may not exceed 4% of eligible Plan Compensation.

    


    
      	
               
      

            	
              [x]

            	
              5.

            	
              Guaranteed Non-Elective
      Contribution Formula:  The Employer shall make a
      Non-Elective Contribution equal to 3% (not less than 3%) of
      the Compensation of each Eligible
Participant.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              6.

            	
              Flexible Non-Elective
      Contribution Formula:  This provision provides the
      Employer with the ability to amend the Plan to comply with the Safe Harbor
      provisions during the Plan Year.  To provide such option, the
      Employer must amend the Plan and indicate on Schedule C that the Safe
      Harbor Non-Elective Contribution (not less than 3%) will be made for the
      specified Plan Year.  Such election must comply with all the
      applicable notice requirements.

            


    

    


    Additional
non-Safe Harbor Contributions may be made to the Plan pursuant to Section VI(J)
hereof.  Any additional contributions may be subject to
nondiscrimination testing.

    


    
      	
               
      

            	
              7.

            	
              Limitations on Safe Harbor
      Matching Contributions:  If a Safe Harbor Matching
      Contribution is made to the Plan:

            


    

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              The
      Employer elects to match Safe Harbor Matching Contributions on an annual
      basis.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              The
      Employer elects to match actual Elective Deferrals
  made:

            


    

    


    
      	
               
      

            	
              [ ]

            	
              i.

            	
              on
      a payroll basis [Plan defaults to this
  election].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              ii.

            	
              on
      a monthly basis.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              iii.

            	
              on
      a Plan Year quarterly basis.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              iv.

            	
              The
      Employer elects to true up Safe Harbor Matching Contributions made to the
      Plan on the above basis.

            


    

    


    If one of
the Matching Contribution calculation periods at paragraph (7)(b) above is
selected, Matching Contributions must be deposited to the Plan not later than
the last day of the calendar quarter next following the quarter to which they
relate.

    


    
      	
               
      

            	
              [ ]

            	
              c.

            	
              The
      Employer will only contribute the Safe Harbor Contribution to Non-Highly
      Compensated Employees.

            


    

    


    
      	
              [ ]

            	
              J.

            	
              Matching Employer
      Contribution:

            


    

    


    Do
not complete this section of the Adoption Agreement if the Plan only offers a
Safe Harbor Contribution. A Plan that offers both a Safe Harbor Contribution as
well as an additional Employer Contribution that is specified below, must
complete both Sections VI(I) and VI(J) of this Adoption Agreement.

    


    Select
the Matching Contribution Formula, Computation Period and special Limitations
for each contribution type from the options listed below.  Enter the
letter of the option(s) selected on the lines provided.  Leave the
line blank if no election is required.

    


    
      	
               
      

            	
              [ ]

            	
              The
      Matching Contribution(s) selected below will be deemed an additional
      discretionary ACP Test Safe Harbor Matching Contribution in accordance
      with the selection made at Section VI(I).  The allocation of any
      additional Matching Contribution made by the Employer will not exceed 4%
      of eligible Compensation.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              The
      Matching Contribution(s) selected below will be deemed a discretionary
      contribution that will be subject to nondiscrimination
      testing.

            


    

    


    
      	
               

               

              Type
      of

              Contribution

            	
               

              Matching
      Contribution (Formula 1)

            	
               

              Matching

              Computation
      Period

            	
               

               

               

              Limitations

            	
               

              Matching
      Contribution (Formula 2)

            	
               

              Matching

              Computation

              Period

            	
               

               

               

              Limitations

            
	
              Elective Deferrals (including Roth Elective
      Deferrals, if applicable)

            	 
      	 
      	 
      	 
      	 
      	 
      
	
              Voluntary After-tax

            	 
      	 
      	 
      	 
      	 
      	 
      
	
              Required

              After-tax

            	 
      	 
      	 
      	 
      	 
      	 
      
	
              403(b) Deferrals

            	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    
      	
               
      

            	
              If
      any election is made with respect to “403(b) Deferrals” above, and if this
      Plan is used to fund any Employer Contributions, Employer Contributions
      will be based on the Elective Deferrals made to an existing 403(b) plan
      sponsored by the Employer.

            


    

    


    
      	
               
      

            	
              Name
      of corresponding 403(b) plan, as
    applicable:   

            


    

    


    If
the Matching Contribution formula selected by the Employer is 100% vested and
may not be distributed to the Participant before the earlier of the date the
Participant has a severance from employment, retires, becomes disabled, attains
591⁄2, or dies, it may be treated as a Qualified Matching
Contribution.

    


    Matching
Contribution Formulas may be subject to a minimum or maximum dollar or
percentage limit.

    


    1.           Matching Contribution
Formulas:

    


    
      	
               
      

            	
              Matching Contribution
      Formulas for Elective Deferrals and Roth Elective
      Deferrals:

            


    

    


    
      	
              a.  

            	
              Percentage of Deferral
      Match:  The Employer shall contribute to each eligible
      Participant's account an amount equal to _________% (no more than
      500%) of the Participant's Elective Deferrals up to a maximum of _________% (no more than
      the Annual Addition limit for the Plan Year) of Compensation or $_________  [no more than the
      Annual Addition limit for the Plan
Year].

            


    

    


    
      	
              b.  

            	
              Uniform Dollar
      Match:  The Employer shall contribute to each eligible
      Participant’s account $________ (no more than
      the Annual Addition limit for the Plan Year) if the Participant
      contributes at least ________% (no more than
      100%) of Compensation or $__________ [may be no
      more than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].  The Employer’s contribution will be made up to a
      maximum of _____% (no more than the
      Annual Addition limit for the Plan Year) of
    Compensation.

            


    

    


    
      	
               
      

            	
              c.

            	
              Discretionary Match:  The
      Employer shall have the right to make a Discretionary Matching
      Contribution.  The Employer's Matching Contribution shall be
      determined by the Employer with respect to each Plan Year’s eligible
      Participants.  Such contribution shall be in the amount
      specified and allocated as follows:


            


    

    


    
      	
               
      

            	
              d.

            	
              Tiered Match:  The
      Employer shall contribute to each eligible Participant's account an amount
      equal to:

            


    

    


    ________%
of the first ________% (no more than 500%)
of the Participant's Compensation contributed, and

    


    
      	
               
      

            	
              ________% of the next
      ________% (no more
      than 400%) of the Participant's Compensation contributed,
    and

            


    

    


    
      	
               
      

            	
              ________% of the next
      ________% (no more
      than 300%) of the Participant's Compensation
  contributed.

            


    

    


    The
Employer’s contribution will be made up to the [ ] greater of (may be no
more than 500%) [ ] lesser of (may be no
less than 1%) _________% of Compensation, or
$__________ (no more than the Annual
Addition limit for the Plan Year).

    


    
      	
               
      

            	
              The
      percentages specified above may not increase as the rate of Elective
      Deferrals or Employee Contributions increase.  This formula must
      meet Code Section 401(a)(4) and the ACP
Test.

            


    

    


    
      	
               
      

            	
              e.

            	
              Percentage of Compensation
      Match:  The Employer shall contribute to each eligible
      Participant’s account ________% (no less than
      1%) of Compensation if the eligible Participant contributes at least ________% (no more than
      100%)  of Compensation.

            


    

    


    The
Employer’s contribution will be made up to the [ ] greater of (may be no
more than 500%) [ ] lesser
of  (may be no less than 1%) _________% of Compensation or
$__________ (no more than the Annual
Addition limit for the Plan Year).

    


    This
formula must meet Code Section 401(a)(4) and the ACP Test.

    


    
      	
               
      

            	
              f.

            	
              Proportionate Compensation Match:  The
      Employer shall contribute to each eligible Participant who defers at least
      ________% (may be
      no more than 100%) of Compensation, an amount determined by multiplying
      such Employer Matching Contribution by a fraction, the numerator of which
      is the Participant's Compensation and the denominator of which is the
      Compensation of all Participants eligible to receive such an
      allocation.

            


    

    


    The
Employer’s contribution will be made up to the [ ] greater of (may be no
more than 500%) [ ] lesser
of  (may be no less than 1%) _________% of Compensation or
$__________ (no more than the Annual
Addition limit for the Plan Year).

    


    This
formula must meet Code Section 401(a)(4) and the ACP Test.

    


    
      	
               
      

            	
              [ ]

            	
              g.

            	
              Catch-Up
      Contributions:  The Employer elects to match Catch-Up
      Contributions under the same formula or formulas as elected
      above.

            


    

    


    
      	
               
      

            	
              In
      the event that an Excess Contribution is recharacterized as a Catch-up
      Contribution, any Matching Contribution made thereon may remain in the
      Plan if the Matching Contribution Formula is not otherwise
      exceeded.

            


    

    


    
      	
               
      

            	
              Additional Matching
      Contribution Formulas for Voluntary After-tax
      Contributions:

            


    

    


    
      	
               
      

            	
              h.

            	
              Percentage of Deferral
      Match: The Employer shall contribute to each eligible Participant's
      account an amount equal to ______% (no less than
      1%) of the Participant's Contribution up to a maximum of ______% (may be no more
      than 500%) of Compensation or $__________ [may be no
      more than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              i.

            	
              Uniform Dollar Match:
      The Employer shall contribute to each eligible Participant’s account
      $________ (no more
      than the Annual Addition limit for the Plan Year) if the Participant
      contributes at least ________% (may be no
      more than 100%) of Compensation or $________ [may be no more
      than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].  The Employer’s contribution will be made up to the
      maximum of _____%
      (may be no more than 500%) of
Compensation.

            


    

    


    
      	
               
      

            	
              j.

            	
              Discretionary Match:
      The Employer shall have the right to make a Discretionary Matching
      Contribution. The Employer's Matching Contribution shall be determined by
      the Employer with respect to each Plan Year’s eligible
      Participants.  Such contribution shall be in the amount
      specified and allocated as follows:


            


    

    


    
      	
               
      

            	
              Additional Matching
      Contribution Formulas for Required After-tax
      Contributions:

            


    

    


    
      	
               
      

            	
              k.

            	
              Percentage of Deferral
      Match: The Employer shall contribute to each eligible Participant's
      account an amount equal to ________% no less than
      1%) of the Participant's Contribution up to a maximum of ________% (may be no
      more than 500%) of Compensation or $__________ [may be no
      more than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              l.

            	
              Uniform Dollar Match:
      The Employer shall contribute to each eligible Participant’s account
      $________ (no more
      than the Annual Addition limit for the Plan Year) if the Participant
      contributes at least _______% (may be no more
      than 100%) of Compensation or $__________ [may be no
      more than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].  The Employer’s contribution will be made up to the
      maximum of ______%
      (may be no more than 500%) of
Compensation.

            


    

    


    
      	
               
      

            	
              m.

            	
              Discretionary Match:
      The Employer shall have the right to make a Discretionary Matching
      Contribution.  The Employer's Matching Contribution shall be
      determined by the Employer with respect to each Plan Year’s eligible
      Participants.  Such contribution shall be in the amount
      specified and allocated as follows:


            


    

    


    
      	
               
      

            	
              Additional Matching
      Contribution Formulas for 403(b)
  Deferrals:

            


    

    


    
      	
               
      

            	
              n.

            	
              Percentage of Deferral
      Match: The Employer shall contribute to each eligible Participant's
      account an amount equal to ________% (no less than
      1%) of the Participant's deferral up to a maximum of ________% (may be no
      more than 500%) of Compensation or $__________ [may be no
      more than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].

            


    

    


    
      	
               
      

            	
              o.

            	
              Uniform Dollar Match:
      The Employer shall contribute to each eligible Participant's account
      $________ (no more
      than the Annual Addition limit for the Plan Year) if the Participant
      contributes at least ______% (may be no more
      than 100%) of Compensation or $___________ [may be no
      more than the Code Section 402(g) limit and Code Section 414(v) limit, if
      applicable].  The Employer’s contribution will be made up to the
      maximum of ______%
      (may be no more than 500%) of
Compensation.

            


    

    


    
      	
               
      

            	
              p.

            	
              Discretionary Match:
      The Employer shall have the right to make a Discretionary Matching
      Contribution. The Employer's Matching Contribution shall be determined by
      the Employer with respect to each Plan Year’s eligible
      Participants.  Such contribution shall be in the amount
      specified and allocated as follows:


            


    

    


    
      	
               
      

            	
              2.

            	
              Matching Contribution
      Computation Period: The Compensation or any dollar
      limitation imposed in calculating the Matching Contribution will be based
      on the period selected below. Matching Contributions will be calculated on
      the following basis:

            


    

    


    
      	
              a.  

            	
              Payroll
      Based                                                      e.           Monthly

            


    

    b.           Weekly                                                      f.           Quarterly

    c.           Bi-weekly                                           g.           Semi-annually

    d.           Semi-monthly                                                      h.           Annually

    


    The
calculation of Matching Contributions based on the Computation Period selected
above has no applicability as to when the Employer remits Matching Contributions
to the Trust.

    


    
      	
              3.  

            	
              Limitations
      on Matching Formulas:

            


    

    


    
      	
              a.  

            	
              Contributions to Participants
      who are not Highly Compensated Employees: Contribution of the
      Employer’s Matching Contribution will be made only to eligible
      Participants who are Non-Highly Compensated
  Employees.

            


    

    


    
      	
               
      

            	
              b.

            	
              Deferrals withdrawn prior to
      the end of the Matching Computation Period:  Matching
      Contributions (whether or not Qualified) will not be made on Employee
      contributions withdrawn prior to the end of the [ ] Matching
      Computation Period, or [ ] Plan
      Year.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              If
      elected, this requirement shall apply in the event of a withdrawal
      occurring as the result of a termination of employment for reasons of
      retirement, Disability or death.

            


    

    


    
      	
               
      

            	
              c.

            	
              Maximum Plan Limit for Matching
      Contributions: In no event will Matching Contributions exceed ______% (no more than
      500%) of Compensation, or $_______ (no more than
      the Annual Addition limit for the Plan
Year).

            


    

    


    
      	
               
      

            	
              [ ]

            	
              If
      elected, this limitation applies to the total of all Elective Deferrals,
      Roth Elective Deferrals, Catch-Up Contributions, Voluntary After-tax
      Contributions,  Required After-tax Contributions and 403(b)
      Deferrals made to the Plan for the Plan
Year.

            


    

    


    
      	
               
      

            	
              d.

            	
              True Up of Matching
      Contributions:  The Employer elects to true up Matching
      Contributions made to the Plan.

            


    

    


    
      	
              [x]

            	
              K.

            	
              Non-Elective Employer
      Contributions:

            


    

    


    The
Employer shall have the right to make a discretionary
contribution.  If a discretionary contribution is made, the Employer’s
contribution for the Plan Year shall be allocated to the accounts of eligible
Participants as follows (enter
the number of the allocation method being used by the Plan):

    


    
      	
              Type of Contribution

            	
              Allocation Method

            
	
              Non-Elective Formula 1

            	
              3

            
	
              Non-Elective Formula 2

            	 
      


    

    


    
      	
               
      

            	
              1.

            	
              Pro-Rata
      Formula:  The Employer’s contribution for the Plan Year
      shall be allocated to each eligible Participant on a pro-rata basis based
      on the Compensation of the Participant to the total Compensation of all
      Participants.

            


    

    


    
      	
               
      

            	
              2.

            	
              Uniform Percentage Formula:
      The Employer’s contribution shall be allocated to each eligible
      Participant as a uniform percentage of the Employer’s Net
      Profit.

            


    

    


    
      	
               
      

            	
              3.

            	
              Percentage of Compensation
      Formula: The Employer’s contribution shall be 1.5% of each
      Participant's Compensation allocated on a pro-rata basis based on the
      Compensation of the Participant to the total Compensation of all
      Participants.  Applicable to newly
      eligible employees hired on or after January 1,
    2009.

            


    

    


    
      	
               
      

            	
              4.

            	
              Hours of Service
      Formula:  The Employer’s contribution shall be a
      discretionary amount

            	
              allocated
      in the same dollar amount to each eligible Participant based on each Hour
      of

            	
              Service
      performed or each day that the Participant is entitled to
      Compensation.

            


    

    


    
      	 	
              5.

            	
              Uniform Dollar Amount
      Formula:  The Employer shall contribute and allocate to
      the account of each eligible Participant an equal dollar
      amount.

            


    

    


    
      	
               
      

            	
              6.

            	
              Excess Integrated Contribution
      Formula:  The Employer’s contribution shall be
      allocated as
      an amount taking into consideration amounts contributed to Social Security
      using the four-step Excess Integrated Allocation Formula as described in
      the Basic Plan Document #01; the Integration Level is defined at Section
      III(E) of this Adoption Agreement.

            


    

    


    
      	
               
      

            	
              7.

            	
              Base Integrated Contribution
      Formula:  The Employer’s contribution shall be
      allocated as
      an amount taking into consideration amounts contributed to Social Security
      using the two-step Base Integrated Allocation Formula as described in the
      Basic Plan Document #01; Employer Contributions shall be allocated as
      follows: _____% of
      each eligible Participant's Compensation, plus _____% of Compensation
      in excess of the Integration Level defined at Section III(E)
      hereof.  If the Integration Level selected in Section III(E) is
      other than the Taxable Wage Base, the maximum disparity rate will be
      adjusted as follows: (a) if the Integration Level selected is greater than
      zero (0) but not more than the greater of $10,000 or 20% of the Taxable
      Wage Base, the maximum disparity rate will be 5.7%; (b) if the Integration
      Level selected is more than the greater of $10,000 or 20% but not more
      than 80% of the Taxable Wage Base, the maximum disparity rate will be
      4.3%; (c) if the Integration Level selected is more than 80% of the
      Taxable Wage Base, but not more than any amount more than 80% of the
      Taxable Wage Base, but less than 100% of the Taxable Wage Base, the
      maximum disparity rate will be
5.4%.

            


    

    


    Only
one Plan maintained by the Employer may be integrated with Social
Security.  Any Plan utilizing a Safe Harbor formula as provided in
Section VI(I) of this Adoption Agreement may not apply the Safe Harbor
Contributions to the integrated allocation formula.

    


    
      	
               
      

            	
              8.

            	
              Uniform Points Contribution
      Formula: The allocation for each eligible Participant will be
      determined by a uniform points method. Each eligible Participant’s
      allocation shall bear the same relationship to the Employer contribution
      as the Participant’s total points bears to all points
      awarded.  The Employer must grant points for at least age or
      Service.  Each eligible Participant will receive _____ points for each of
      the following:

            


    

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              _____ year(s) of
      age.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              _____ Year(s) of Service
      determined:

            


    

    


    
      	
               
      

            	
              [ ]

            	
              i.

            	
              In
      the same manner as determined for
eligibility.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              ii.

            	
              In
      the same manner as determined for
vesting.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              iii.

            	
              Points
      will not be awarded with respect to Year(s) of Service in excess of _____.

            


    

    


    [ ]           c.           $_________ (not to exceed $200)
of Compensation.

    


    
      	
               
      

            	
              The
      contribution formulas must satisfy the design-based safe harbors described
      in the Regulations under Code Section
401(a)(4).

            


    

    


    
      	
               
      

            	
              L.

            	
              Qualified Matching (QMAC) and
      Qualified Non-Elective (QNEC) Employer Contribution
      Formulas:

            


    

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              QMAC Contribution
      Formula:  The Employer may contribute to each eligible
      Participant’s Qualified Matching Contribution account an amount equal to
      (select one or more of
      the following):

            


    

    


    
      	
               
      

            	
              [ ]           a.

            	
              $_________ or ______% of the
      Participant’s Elective Deferrals (including Roth Elective Deferrals, if
      applicable).

            


    

    


    
      	
               
      

            	
              [ ]           b.

            	
              $_________ or ______% of the
      Participant’s Elective Deferrals (including
      Roth                                                                                                                                                        Elective
      Deferrals, if applicable) not to exceed ______% of
      Compensation.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              c.

            	
              $_________ or ______% of the
      Participant's Voluntary After-tax
Contributions.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              d.

            	
              $_________ or ______% of the
      Participant’s Required After-tax
Contributions.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Discretionary QMAC Contribution
      Formula:  The Employer shall have the right to make a
      discretionary QMAC contribution.  The Employer's Matching
      Contribution shall be determined by the Employer with respect to each Plan
      Year’s eligible Participants.  Such contribution shall be in the
      amount specified and allocated as follows:


            


    

    
      	
               
      

            	
              This
      part of the Employer's contribution shall be fully vested when
      made.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              QNEC Contribution
      Formula: The Employer may contribute to each eligible Participant’s
      Qualified Non-Elective Contribution account an amount equal to (select one
      or more of the following):

            


    

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              _____% of Compensation
      of all eligible Participants. This part of the Employer’s contributions
      shall be fully vested when made.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              $__________ not to exceed
      ___% of
      Compensation. This part of the Employer’s contribution shall be fully
      vested when made and subject to the limitations specified in the Basic
      Plan Document #01.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              Discretionary Percentage QNEC
      Contribution Formula:  The Employer shall have the right
      to make a discretionary QNEC contribution which shall be allocated to each
      eligible Participant’s account in proportion to his or her Compensation as
      a percentage of the Compensation of all eligible
      Participants.  This part of the Employer's contribution shall be
      fully vested when made.  This contribution will be made
      to:

            


    

    


    [ ]           a.           All
eligible Participants.

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              Only
      eligible Participants who are Non-Highly Compensated
      Employees.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              5.

            	
              Discretionary Uniform Dollar
      QNEC Contribution Formula: The Employer shall have the right to
      make a discretionary QNEC contribution which shall be allocated to each
      eligible Participant’s account in a uniform dollar amount to be determined
      by the Employer and allocated in a nondiscriminatory
      manner.  This part of the Employer’s contribution shall be fully
      vested when made. This contribution will be made
  to:

            


    

    


    [
]           a.           All
eligible Participants.

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              Only
      eligible Participants who are Non-Highly Compensated
      Employees.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              6.

            	
              Corrective QNEC Contribution
      Formula:  The Employer shall have the right to make a
      QNEC contribution in the amount necessary to pass the ADP/ACP Test or the
      maximum permitted under Code Section 415. This contribution will be
      allocated to some or all Non-Highly Compensated Participants designated by
      the Plan Administrator. The allocation will be the lesser of the amount
      required to pass the ADP/ACP Test, or the maximum permitted under Code
      Section 415. This part of the Employer's contribution shall be fully
      vested when made.

            


    

    


    


    


    
      	
               
      

            	
              [ ]

            	
              7.

            	
              Qualified Matching
      Contributions (QMAC):

            


    

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              For
      purposes of the ADP and ACP Tests, all Matching Contributions made to the
      Plan will be deemed “Qualified” for purposes of calculating the Actual
      Deferral Percentage and/or Actual Contribution Percentage.  All
      Matching Contributions must be fully vested when
  made.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              For
      purposes of the ADP and ACP Tests, only Matching Contributions made to the
      Plan that are needed to meet the Actual Deferral Percentage or Actual
      Contribution Percentage Test will be deemed “Qualified” for purposes of
      calculating the Actual Deferral Percentage and/or Actual Contribution
      Percentage. All such Matching
      Contributions used must be fully vested when
  made.

            


    

    


    [ ]           8.           Qualified Non-Elective Contributions
(QNEC):

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              For
      purposes of the ADP and  ACP Tests, all Non-Elective
      Contributions made to the Plan will be deemed “Qualified” for purposes of
      calculating the Actual Deferral Percentage and/or Actual Contribution
      Percentage. All Non-Elective
      Contributions must be fully vested when
made.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              For
      purposes of the ADP and ACP Tests, only the Non-Elective Contributions
      made to the Plan that are needed to meet the Actual Deferral Percentage or
      Actual Contribution Percentage Test will  be deemed “Qualified”
      for purposes of calculating the Actual Deferral Percentage and/or Actual
      Contribution Percentage. All such
      Non-Elective Contributions used must be fully vested when
      made.

            


    

    


    [x]           M.           Additional Adopting
Employers:

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              All
      participating Employers’ contributions and forfeitures, if applicable,
      attributable to each specific contribution source made by such Employer
      shall be pooled together and allocated uniformly among all eligible
      Participants.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Each
      participating Employer’s contribution and forfeitures, if applicable,
      attributable to each specific contribution source made by such Employer
      shall be allocated only to eligible Participants of the participating
      Employer.

            


    

    


    Where
contributions and forfeitures are to be allocated to eligible Participants by
participating Employers, each such Employer must maintain data demonstrating
that the allocations by group satisfy the nondiscrimination rules under Code
Section 401(a)(4).

    


    


    VII.           ALLOCATIONS TO
PARTICIPANTS

    


    A.           Allocation Accrual
Requirements:

    


    No
Hours of Service or last day requirement may be imposed on any Employer
contribution that is subject to the Safe Harbor Plan rules.

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              There
      are no allocation requirements for Participants to receive any
      contribution made to the Plan; however, a Participant must have received
      Compensation from the Employer to be entitled to an allocation of
      contributions.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Employer
      contributions will be allocated to all Participants employed on the last
      day of the Plan Year regardless of hours
worked.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              The
      Plan is using the Elapsed Time method; contributions will be allocated to
      all Participants who have completed _____ [not more than
      twelve (12)] months of Service regardless of the hours
      credited.  If left blank, the Plan will use twelve (12)
      months.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              Employer
      contributions for a Plan Year will be allocated to all Participants upon
      completion of the hours and/or employment requirements
    below.

            


    

    


    
      	
               
      

            	
              a.

            	
              A
      Year of Service for allocation accrual purposes cannot be less than one
      (1) Hour of Service nor greater than 1,000 hours by operation of law. If
      left blank, the Plan will use 1,000 hours.  Enter whole digit
      numbers only.

            


    

    


    
      	
              Contribution
      Type

            	
                        Hours

            
	
              All contributions

            	 
      
	
              Matching Contribution (Formula 1)

            	 
      
	
              Matching Contribution (Formula 2)

            	 
      
	
              Non-Elective Contribution (Formula 1)

            	 
      
	
              Non-Elective Contribution (Formula 2)

            	 
      
	
              QNEC

            	 
      
	
              QMAC

            	 
      


    

    


    
      	
               
      

            	
              b.

            	
              Participants
      must be employed on the last day of each quarter of the Plan Year in order
      to receive the following
contribution(s):

            


    

    


    
      	
               
      

            	
              [ ]

            	
              All
      contributions

            


    

    
      	
               
      

            	
              [ ]

            	
              Matching
      Contribution (Formula 1)

            


    

    
      	
               
      

            	
              [ ]

            	
              Matching
      Contribution (Formula 2)

            


    

    
      	
               
      

            	
              [ ]

            	
              Non-Elective
      Contribution (Formula 1)

            


    

    
      	
               
      

            	
              [ ]

            	
              Non-Elective
      Contribution (Formula 2)

            


    

    
      	
               
      

            	
              [ ]

            	
              QNEC

            


    

    
      	
               
      

            	
              [ ]

            	
              QMAC

            


    

    


    Note: Use
of this subsection (b) requires that no more than one (1) Hour of Service be
required in subsection (a) above for the contribution types
selected.

    


    
      	
               
      

            	
              c.

            	
              Participants
      must be employed on the last day of the Plan Year in order to receive the
      following contribution(s):

            


    

    


    
      	
               
      

            	
              [ ]

            	
              All
      contributions

            


    

    
      	
               
      

            	
              [ ]

            	
              Matching
      Contribution (Formula 1)

            


    

    
      	
               
      

            	
              [ ]

            	
              Matching
      Contribution (Formula 2)

            


    

    
      	
               
      

            	
              [ ]

            	
              Non-Elective
      Contribution (Formula 1)

            


    

    
      	
               
      

            	
              [ ]

            	
              Non-Elective
      Contribution (Formula 2)

            


    

    
      	
               
      

            	
              [ ]

            	
              QNEC

            


    

    
      	
               
      

            	
              [ ]

            	
              QMAC

            


    

    


    
      	
               
      

            	
              [ ]

            	
              d.

            	
              Participants
      must complete the Hours of Service indicated above or be employed
      on the last day of the Plan Year to receive the Employer Contribution(s)
      selected above.

            


    

    


    
      	
               
      

            	
              5.

            	
              Employer
      Contributions for a Plan Year will be allocated to terminated Participants
      who have met the following allocation accrual requirements (check all applicable
      boxes):

            


    

    


    All              
Match                Match    Non-Elective
Non-Elective

                 Contributions  Formula
1  Formula
2    Formula
1     Formula 2
   QNEC   QMAC

    


    a.        The
Hours of Service or Period of

    Service requirement above will
be

    waived if termination is due
to:

    


    i.      Retirement                           [ ]                               [ ]               [ ]               [ ]              [ ]        [
]                 [ ]

    ii.      Disability                            [ ]                               [ ]               [ ]               [ ]              [ ]        [ ]                 [ ]

    iii.      Death                           [ ]                               [ ]               [ ]               [ ]              [ ]        [ ]                 [ ]

    
      	
              iv.  

            	
              Other
      (must be non-

            


    

    Discriminatory in

    operation):

                                 [ ]                               [ ]               [ ]               [ ]              [ ]        [ ]                 [ ]

    


    
      	
               
      

            	
              b.

            	
              The
      last day of employment

            


    

    
      	
               
      

            	
              requirement
      above will be

            


    

    
      	
               
      

            	
              waived
      if termination is due to:

            


    

    


    i.      Retirement                           [
]                               [ ]               [ ]               [ ]              [ ]        [ ]                 [ ]

    ii.      Disability                           [ ]                               [ ]               [ ]               [ ]              [ ]        [ ]                 [ ]

    iii.      Death                           [ ]                               [ ]               [ ]               [ ]              [ ]        [ ]                 [ ]

    
      	
              iv.  

            	
              Other
      (must be non-

            


    

    Discriminatory in

    operation):

                                  [ ]                               [ ]               [
]               [ ]              [ ]        [ ]                 [ ]

    


    
      	
              [ ]

            	
              B.

            	
              Contributions to Disabled
      Participants:

            


    

    


    
      	
               
      

            	
              The
      Employer will make contributions on behalf of a Participant who is
      permanently and totally disabled. These contributions will be based on the
      Compensation each such Participant would have received for the Limitation
      Year if the Participant had been paid at the rate of Compensation paid
      immediately before becoming permanently and totally
      disabled.  Such imputed Compensation for the disabled
      Participant may be taken into account only if the Participant is not a
      Highly Compensated Employee.  These contributions will be 100%
      vested when made.

            


    

    


    


    
      	
              VIII.

            	
              DISPOSITION
      OF FORFEITURES

            


    

    


    A.           Forfeiture Allocation
Alternatives:

    


    
      	
              [x]

            	
              1.

            	
              Not
      applicable; all contributions are fully
vested.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Select
      one or more methods in which forfeitures associated with the contribution
      type will be allocated (number each item in order of
      use):

            


    

    


    
      	
               
      

            	
              Employer Contribution
      Type

            


    

    


    All Non-Safe
Harbor                                           All
Other

    
      	
              Disposition
      Method

            	
              Matching
      Contributions

            	
              Contributions

            


    

    


    
      	
               
      

            	
              a.

            	
              Restoration
      of Participant’s forfeitures.

            	 	 	 	 	 	 


    

    


    
      	
               
      

            	
              b.

            	
              Used
      to offset Plan expenses.

            	
                    __________

            	
              ______________

            


    

    


    
      	
               
      

            	
              c.

            	
              Used
      to reduce the Employer’s

            


    

    
      	
              Non-Elective
      Contribution.

            	 	 	 	 	 	 


    

    


    d.      Used
to reduce the Employer’s

    
      	
              Matching
      Contribution.

            	 	 	 	 	 	 


    

    


    
      	
               
      

            	
              e.

            	
              Added
      to the Employer’s contribution

            


    

    
      	
               
      

            	
              (other
      than Matching Contributions or

            


    

    
      	
              Base
      Integration Formula) under the Plan.

            	 	 	 	 	 	 


    

    


    f.      Added to
the Employer’s Matching

    
      	
               
      

            	
              Contribution
      under the Plan (these

            


    

    
      	
                     contributions
      will be subject to ACP Testing).

            	
              ___

            	
              _________           _____________

            


    

    


    
      	
               
      

            	
              g.

            	
              Allocate
      to all Participants

            


    

    
      	
               
      

            	
              eligible
      to share in the allocations

            


    

    
      	
               
      

            	
              in
      the same proportion that each

            


    

    
      	
               
      

            	
              Participant’s
      Compensation for the

            


    

    
      	
               
      

            	
              year
      bears to the Compensation of all

            


    

    
      	
              other
      Participant’s for such year.

            	
              N/A

            	 	 	 	 	 


    

    


    h.      Allocate
to all NHCEs eligible to share

    in the
allocations in proportion to each such

    
      	
              Participant’s
      Compensation for the year.

            	
              N/A

            	 	 	 	 	 


    

    


    i.      Allocate
to all NHCEs eligible to share in the

    allocations in proportion to each
such

    
      	
              Participant’s
      Elective Deferrals for the year.

            	 	 	 	 	
              N/A

            	 


    

    


    j.      Allocate
to all Participants eligible to share in

    the allocations in the same proportion
that

    each Participant’s Elective Deferrals
for the year

    bears to the Elective Deferrals of all
Participants

    
      	
              for
      such year.

            	 	 	
              N/A

            	 	 	 


    

    


    Participants
eligible to share in the allocation of other Employer contributions under
Section VI shall be eligible to share in the allocation of
forfeitures.  The selection of (i) or (j) may require that the Plan be
tested for nondiscrimination using a general test described in Regulations
Section 1.410(b).

    


    B.           Timing of Allocation of
Forfeitures:

    


    
      	
               
      

            	
              If
      no timely distribution or deemed distribution [pursuant to paragraph
      6.5(c) of the Basic Plan Document #01] has been made to a former
      Participant, non-vested portions shall be forfeited at the end of the Plan
      Year during which the former Participant incurs his or her fifth
      consecutive one (1) year Break in Service or Period of Severance for Plans
      that use the Elapsed Time Method.

            


    

    


    
      	
               
      

            	
              If
      a former Participant has received the full amount of his or her Vested
      Account Balance, the non-vested portion of his or her account shall be
      forfeited and be disposed of:

            


    

    


    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              during
      the Plan Year following the Plan Year in which the forfeiture
      arose.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              as
      of any Valuation or Allocation Date during the Plan Year (or as soon as
      administratively feasible following the close of the Plan Year) in which
      the former Participant receives full payment of his or her vested
      benefit.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              as
      of the end of the Plan Year during which the former Participant receives
      full payment of his or her vested
benefit.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              as
      of the earlier of the first day of the Plan Year, or the first day of the
      seventh month of the Plan Year following the date on which the former
      Participant has received full payment of his or her vested
      benefit.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              5.

            	
              as
      of the next Valuation or Allocation Date following the date on which the
      former Participant receives full payment of his or her vested
      benefit.

            


    

    


    


    
      	
              IX.

            	
              MULTIPLE
      PLANS MAINTAINED BY THE EMPLOYER AND TOP-HEAVY
      CONTRIBUTIONS

            


    

    


    
      	
              [x]

            	
              A.

            	
              Plans Maintained By The
      Employer:

            


    

    


    The
Employer does maintain another Plan [including a Welfare Benefit Fund or an
individual medical account as defined in Code Section 415(l)(2)], under which
amounts are treated as Annual Additions and has completed the proper sections
below.  If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a Master or Prototype
Plan [option (1) below shall automatically apply if the other plan is a Master
or Prototype Plan]:

    


    
      	
              [x]          1.

            	
              The
      provisions of Article X of the Basic Plan Document #01 will apply as if
      the other plan were   a Master or Prototype
      Plan.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              The
      Employer has specified below the method under which the plans will limit
      total Annual  Additions to the Maximum Permissible Amount, and
      will properly reduce any Excess Amounts in a manner that precludes
      Employer discretion:

            


    

                                                                                            

    


    B.           Top-Heavy
Provisions:

    


    
      	
               
      

            	
              In
      the event the Plan is or becomes Top-Heavy, the minimum contribution or
      benefit required under Code Section 416 and paragraph 14.3 of the Basic
      Plan Document #01 relating to Top-Heavy Plans shall be satisfied in the
      elected manner:

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              The
      minimum contribution will be satisfied by this
  Plan.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              The
      minimum contribution will be satisfied by (name of other Qualified
      Plan):  ________

            


    

    


    
      	
               
      

            	
              Minimum
      contribution or benefit to be provided (specify interest rates and
      mortality table, if applicable): 

            


    

    


    
      	
               
      

            	
              3.

            	
              For
      any Plan Year during which the Plan is Top-Heavy, the sum of the
      contributions (excluding Elective Deferrals) allocated to non-Key
      Employees shall not be less than the amount required under the Basic Plan
      Document #01.  Top-Heavy minimums will be allocated
      to:

            


    

    


    [x]           a.           all
eligible Participants [Plan defaults to this election].

    


    
      	
              [ ]

            	
              b.

            	
              only
      eligible non-Key Employees who are
Participants.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              Matching
      Contributions shall not  be included when satisfying Top-Heavy
      minimum contributions.

            


    

    


    


    X.           NONDISCRIMINATION
TESTING

    


    A Plan
may use different testing methods for the ADP and ACP Tests provided the Plan
does not permit recharacterization of Excess Contributions, Elective Deferrals
to be used in the ACP Test, or Qualified Matching Contributions to be used in
the ADP Test.

    


    If
no election is made, the Plan will use the Current Year testing method for both
the ADP and ACP Tests.

    


    
      	
              A.  

            	
              Testing
      Elections:

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              The
      Plan is not subject to ADP or ACP testing.  The Plan does not
      offer Voluntary After-tax  or Required After-tax Contributions
      and it either meets the Safe Harbor provisions of Section VI(I) of this
      Adoption Agreement, or it does not benefit any Highly Compensated
      Employees.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              This
      Plan is using the Current Year testing method for purposes of the ADP
      Test.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              This
      Plan is using the Current Year testing method for purposes of the ACP
      Test.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              This
      Plan is using the Prior Year testing method for purposes of the ADP
      Test.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              5.

            	
              This
      Plan is using the Prior Year testing method for purposes of the ACP
      Test.

            


    

    


    B.           Testing Elections for the First Plan
Year:

    


    
      	
               
      

            	
              Complete
      only when Prior Year testing method election is made and the Employer is
      not using the “deemed 3%” rule.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              If
      this is not a successor Plan, then for the first Plan Year this Plan
      permits any Participant to make Elective Deferrals, the ADP used in the
      ADP Test for Participants who are Non-Highly Compensated Employees shall
      be such first Plan Year’s ADP.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              If
      this is not a successor Plan, then for the first Plan Year this Plan
      permits (a) any Participant to make Employee contributions, (b) provides
      for Matching Contributions or (c) both, the ACP used in the ACP Test for
      Participants who are Non-Highly Compensated Employees shall be such first
      Plan Year’s ACP.

            


    

    


    
      	
              [ ]

            	
              C.

            	
              Recharacterization:

            


    

    


    Elective
Deferrals may be recharacterized as Voluntary After-tax Contributions to the
extent so provided by this Plan, to satisfy the ADP Test.  The
Employer must have elected to permit Voluntary After-tax Contributions in the
Plan for this election to be operable.

    


    [ ]           D.           Forfeitures of Vested Excess
Aggregate Contributions Resulting from ADP Test Failure:

    


    
      	
               
      

            	
              Forfeitures
      of Excess Aggregate Contributions resulting from failure of the ADP Test
      and the inability to distribute corresponding Matching Contributions will
      be allocated to the Matching Contribution accounts of Non-Highly
      Compensated Employees instead of being used to reduce Employer
      Contributions for the Plan Year in which the failure
    occurred.

            


    

    


    


    
      	
              XI.

            	
              VESTING

            


    

    


    Participants
shall always have a fully vested and nonforfeitable interest in their Employee
contributions (including Elective Deferrals, Catch-Up Contributions, Roth
Elective Deferrals, Deemed IRA Contributions, Required After-tax Contributions,
and Voluntary After-tax Contributions), Qualified Matching Contributions
(“QMACs”), Qualified Non-Elective Contributions (“QNECs”) or Safe Harbor
Contributions, and their investment earnings.

    


    Each
Participant shall acquire a vested and nonforfeitable percentage in his or her
account balance attributable to Employer contributions and their earnings under
the schedule(s) selected below.

    


    A. Vesting
Computation Period:

    


    A Year of Service for vesting will be
determined on the basis of the
(choose one):

    


    
      	
              [x]

            	
              1.

            	
              Not
      applicable.  All contributions are fully
  vested.

            


    

    


    
      	
              [ ]

            	
              2.

            	
              Elapsed
      Time method.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              Hours
      of Service method.  A Year of Service will be credited upon
      completion of __________ Hours of
      Service.  A Year of Service for vesting purposes will not be
      less than one (1) Hour of Service nor greater than 1,000 hours by
      operation of law.  [If left blank, the Plan will use 1,000
      hours.]

            


    

    


    The
computation period for purposes of determining Years of Service and Breaks in
Service for purposes of computing a Participant's nonforfeitable right to his or
her account balance derived from Employer contributions:

    


    
      	
               
      

            	
              [ ]

            	
              a.

            	
              shall
      commence on the date on which an Employee first performs an Hour of
      Service for the Employer and each subsequent twelve (12) consecutive month
      period shall commence on the anniversary
  thereof.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              b.

            	
              shall
      commence on the first day of the Plan Year during which an Employee first
      performs an Hour of Service for the Employer and each subsequent twelve
      (12) consecutive month period shall commence on the anniversary
      thereof.

            


    

    


    A
Participant shall receive credit for a Year of Service if he or she completes
the number of hours specified above at any time during the twelve (12)
consecutive month computation period.  A Year of Service may be earned
prior to the end of the twelve (12) consecutive month computation period and the
Participant need not be employed at the end of the twelve (12) consecutive month
computation period to receive credit for a Year of Service.

    


    B.           Vesting
Schedules:

    


    The
Employer must select either the two-twenty vesting schedule option [(B)(4)] or
the three-year cliff vesting schedule [(B)(3)] to apply in any Plan Year in
which the Plan is Top-Heavy.   The percentages selected for
option (B)(5) may not be less for any year than the percentages shown at option
(B)(4).   Any switch to a Top-Heavy schedule will remain in
effect even if the Plan later falls out of Top-Heavy status unless the Employer
executes an amendment to this Adoption Agreement.  If a Participant
has at least three (3) Years of Service for vesting purposes at the time of the
amendment, the Plan must provide that Participant the option of remaining on the
vesting schedule in effect prior to such amendment.

    


    Select
the appropriate schedule for each contribution type and complete the blank
vesting percentages from the list below and insert the option number in the
vesting schedule chart below.  Employer Contributions that are not
Safe Harbor Contributions may only choose option (3) or (4) or a schedule where
amounts vest faster than at option (4).

    


    


    Years of Service                                                        

     1            2            3            4            5            6

    


    1.           Full
and immediate Vesting

    


    2.           ___%                     100%

    


    3.           ___%                      ___%                      100%

    


    4.           ___%                        20%             40%               60%                     80%                 100%

    


    5.           ___%                 ___%                 ___%                      ___%              ___%              100%

    


    Vesting Schedule
Chart                                                                Employer Contribution
Type

    


    1                      All Employer Contributions

                            Matching Contribution (Formula
1)

                            Matching Contribution (Formula
2)

                            Match on Voluntary After-tax
Contributions

                            Match on Required After-tax
Contributions

                            Match on 403(b) Deferrals

    1                      Non-Elective Contribution (Formula
1)

    1                      Non-Elective Contribution (Formula
2)

    1                      Top-Heavy Minimum
Contribution

    


    If a
different Vesting Schedule than that entered above applies to Employer
Contributions made prior to the first day of the Plan’s 2007 Plan Year, it
should be entered in Schedule B of this Adoption Agreement.

    


    C.           Service Disregarded for
Vesting:

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              Not
      applicable.  All Service is
  recognized.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Service
      prior to the Effective Date of this Plan or a predecessor plan is
      disregarded when computing a Participant's vested and nonforfeitable
      interest.

            


    

    


    
      	
               
      

            	
              [ ]            3.

            	
              Service
      prior to a Participant having attained age eighteen (18) is disregarded
      when computing a Participant's vested and nonforfeitable
      interest.

            


    

    


    
      	
              [ ]

            	
              D.

            	
              Full Vesting of Employer
      Contributions for Current
Participants:

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the elections above, all Employer contributions made to a Participant’s
      account shall be 100% fully vested if the Participant is employed on the
      Effective Date of the Plan (or such other date as entered herein): _________________.  The
      operation of this provision may not result in the discrimination in favor
      of Highly Compensated Employees.

            


    

    


    


    
      	
              XII.  

            	
              SERVICE
      WITH PREDECESSOR ORGANIZATION

            


    

    


    This
option only applies in the situation where the Employer does not or did not
maintain the plan of a Predecessor Organization.

    


    
      	
              [ ]

            	
              A.

            	
              Not
      applicable.  The Employer does not maintain the plan of a
      Predecessor Organization.

            


    

    


    
      	
              [ ]

            	
              B.

            	
              The
      Plan will recognize Service with all Predecessor
      Organizations.

            


    

    


    
      	
              [x]

            	
              C.

            	
              Service
      with the following organization(s) will be recognized for the Plan purpose
      indicated:

            


    

    


    Allocation

    Eligibility                  Accrual               Vesting

    


    
      	
              The Gallup Water Service,
      Inc.

            	
              [x]

            	
              [ ]

            	
              [x]

            
	
              The Barnstable Water
      Company

            	
              [x]

            	
              [ ]

            	
              [x]

            
	
              The Crystal Water
      Company

            	
              [x]

            	
              [ ]

            	
              [x]

            
	 
      	
              [ ]

            	
              [ ]

            	
              [ ]

            
	 
      	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    Attach additional pages as
necessary.

    


    
      	
               
      

            	
              [ ]

            	
              D.

            	
              The
      Plan shall recognize _____ Years of Service
      with the Employer(s) named in Section XII(C)
  above.

            


    

    


    


    


    
      	
              XIII.

            	
              IN-SERVICE
      WITHDRAWALS

            


    

    


    Distribution
restrictions apply in the case of Elective Deferrals (including Roth Elective
Deferrals, if applicable), Safe Harbor Contributions, Qualified Matching
Contributions and Qualified Non-Elective
Contributions, including the withdrawal restrictions prior to attainment of age
591⁄2.

    


    If
the Participant could withdraw his or her account in the past, this right may
not be taken away.

    


    A.           In-Service
Withdrawals:

    


    [ ]           1.           In-service
withdrawals are not permitted in the Plan.

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              In-service
      withdrawals are permitted in the Plan.  Participants may
      withdraw the following contribution types after meeting the following
      requirements (select one
      or more of the following
options):

            


    

    


    Withdrawal Restrictions

    Contribution
Types                                                        A         B         C         D         E         F         G         H      

    


    a.      All
Contributions                                                   n/a         n/a         n/a         [ ]         [ ]         
n/a         n/a         n/a

    


    b.      Elective
Deferrals                                                   [ ]         n/a         n/a         [ ]         [x]         
n/a         n/a         n/a

    


    c.      Roth
Elective
Deferrals                                           [ ]         n/a         n/a         [ ]         [ ]         n/a         n/a         n/a

    


    d.      Voluntary
After-tax
Contributions                                                           [ ]         [ ]         [ ]         [ ]         [ ]         n/a         n/a                 n/a

    


    e.      Required
After-tax
Contributions                                                           [ ]         [ ]         [ ]         [ ]         [ ]         
n/a         n/a                 n/a

    


    f.      Rollover                           Contributions                                [ ]         [x]         [ ]         [ ]         [ ]         n/a         n/a                 n/a

    


    g.      Vested
Matching (Formula
1)                                                   [ ]         n/a         [ ]         [ ]         [ ]         
[ ]         [ ]         [ ]

    


    h.      Vested
Matching (Formula
2)                                                   [ ]         n/a         [ ]         [ ]         [ ]         
[ ]         [ ]         [ ]

    


    i.      Vested
Non-Elective (Formula
1)                                                           [ ]         n/a         [ ]         [ ]         [ ]         
[ ]         [ ]                 [ ]

    


    j.      Vested
Non-Elective (Formula
2)                                                           [ ]         n/a         [ ]         [ ]         [ ]         
[ ]         [ ]                 [ ]

    


    k.      Safe
Harbor
Matching                                           [ ]         n/a         n/a         [ ]         [ ]         n/a         n/a         n/a

    


    l.      Safe
Harbor
Non-Elective                                                   [ ]         n/a         n/a         [ ]         [ ]         n/a         n/a         n/a

    


    m.      Qualified
Non-Elective                                           [ ]         n/a         n/a         [ ]         [ ]         n/a         n/a         n/a

    


    n.      Qualified
Matching                                           [ ]         n/a         n/a         [ ]         [ ]         
n/a         n/a         n/a

    


    Withdrawal Restriction
Key

    


    A.           Not
available for in-service withdrawals.

    


    B.           Available
for in-service withdrawals without restrictions.

    


    
      	
               
      

            	
              C.

            	
              Participants
      having completed five (5) years of Plan participation may elect to
      withdraw all or any part of their Vested Account
  Balance.

            


    

    


    
      	
               
      

            	
              D.

            	
              Participants
      may withdraw all or any part of their Account Balance after having
      attained the Plan’s Normal Retirement Age (Normal Retirement Age cannot be
      less than age 591⁄2 for in-service withdrawal of Elective Deferrals, Roth
      Elective Deferrals, Safe Harbor Contributions, QMACs or
      QNECs).

            


    

    


    
      	
               
      

            	
              E.

            	
              Participants
      may withdraw all or any part of their Vested Account Balance after having
      attained age 59.5
      (not less than age 591⁄2).

            


    

    


    
      	
               
      

            	
              F.

            	
              Participants
      may elect to withdraw all or any part of their Vested Account Balance
      which has been credited to their account for a period in excess of two (2)
      years.

            


    

    


    
      	
               
      

            	
              G.

            	
              Available
      for withdrawal only if the Participant is 100% vested  (an
      election at (C), (D), (E) or (F) must also be
  made).

            


    

    


    
      	
              H.  

            	
              All
      requirements selected in (C) through (G) above must be satisfied prior to
      a distribution being made from the
Plan.

            


    

    


    [x]           3.           In-service
withdrawals may be made to Participants who have attained age 701⁄2.

    


    B.           Hardship
Withdrawals:

    


    Prior to
age 591⁄2, a Participant may withdraw balances attributable to Elective Deferrals
(including Roth Elective Deferrals, if applicable) for reason of Hardship
only.  Safe Harbor Contributions, Qualified Matching Contributions,
and Qualified Non-Elective Contributions are not available for
Hardship distributions.

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              Hardship
      withdrawals are not permitted in the
Plan.

            


    

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              Hardship
      withdrawals are permitted in the Plan and will be taken from the
      Participant’s account as follows (select one or more of these
      options): 

            


    

    


    
      	
               
      

            	
              [x]

            	
              a.

            	
              Participants
      may withdraw Elective Deferrals.

            


    

    


    
      	
               
      

            	
              [ ]            b.

            	
              Participants
      may withdraw Elective Deferrals and any earnings credited as of December
      31, 1988 (or if later, the end of the last Plan Year ending before July 1,
      1989).

            


    

    


    
      	
               
      

            	
              [ ]

            	
              c.

            	
              Participants
      may withdraw Roth Elective
Deferrals.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              d.

            	
              Participants
      may withdraw Rollover Contributions plus their
  earnings.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              e.

            	
              Participants
      may withdraw vested Non-Elective Contributions (Formula 1) plus their
      earnings.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              f.

            	
              Participants
      may withdraw vested Non-Elective Contributions (Formula 2) plus their
      earnings.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              g.

            	
              Participants
      may withdraw fully vested Non-Elective Contributions (Formula 1) plus
      their earnings.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              h.

            	
              Participants
      may withdraw fully vested Non-Elective Contributions (Formula 2) plus
      their earnings.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              i.

            	
              Participants
      may withdraw vested Employer Matching Contributions (Formula 1) plus their
      earnings.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              j.

            	
              Participants
      may withdraw vested Employer Matching Contributions (Formula 2) plus their
      earnings.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              k.

            	
              Participants
      may withdraw Qualified Matching Contributions and Qualified Non-Elective
      Contributions plus their earnings, and the earnings on Elective Deferrals
      which have been credited to the Participant’s account as of December 31,
      1988 (or if later, the end of the last Plan Year ending before July 1,
      1989).

            


    

    


    


    
      	
              XIV.

            	
              LOAN
      PROVISIONS

            


    

    


    
      	
              [ ]

            	
              A.

            	
              Participant
      loans are not available from the
Plan.

            


    

    


    
      	
              [x]

            	
              B.

            	
              Participant
      loans are permitted in accordance with the Employer’s established loan
      procedures.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              C.

            	
              Loan
      payments will be suspended under the Plan as permitted under Code Section
      414(u) in compliance with the Uniformed Services Employment and
      Reemployment Rights Act of 1994.

            


    

    


    


    
      	
              XV.

            	
              INVESTMENT
      MANAGEMENT

            


    

    


    A.           Investment Management
Responsibility:

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              The
      Employer shall appoint a discretionary Trustee to manage the assets of the
      Plan.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              The
      Employer shall retain investment management responsibility and/or
      authority.  Unless otherwise appointed, the Trustee shall act in
      a nondiscretionary capacity.

            


    

    


    
      	
               
      

            	
              [x]

            	
              3.

            	
              The
      party designated below shall be responsible for the investment of the
      Participant’s account. By selecting a box, the Employer is making a
      designation as to who will have authority to issue investment directives
      with respect to the specified contribution type (check all applicable
      boxes):

            


    

    


    Trustee                                        EmployerParticipant

    


    
      	
              .

            	
              a.

            	
              All
      Contributions

            	
              n/a

            	
              n/a

            	
              [x]

            


    

    


    
      	
               
      

            	
              b.

            	
              Elective
      Deferrals/Roth Elective Deferrals

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              c.

            	
              Voluntary
      After-tax Contributions

            	
                       [ ]

            	
                     [ ]

            	
                [ ]

            


    

    


    
      	
               
      

            	
              d.

            	
              Required
      After-tax Contributions

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              e.

            	
              Safe
      Harbor Contributions

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              f.

            	
              Matching
      Contributions (Formula 1)

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              g.

            	
              Matching
      Contributions (Formula 2)

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              h.

            	
              QMACs

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              i.

            	
              QNECs

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              j.

            	
              Non-Elective
      Contributions (Formula 1)

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              k.

            	
              Non-Elective
      Contributions (Formula 2)

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              l.

            	
              Rollover
      Contributions

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              m.

            	
              Deemed
      IRA Contributions

            	
              [ ]

            	
              [ ]

            	
              [ ]

            


    

    


    
      	
               
      

            	
              To
      the extent that Participant self-direction was previously permitted, the
      Employer shall have the right to either make the assets part of the
      general fund, or leave them as self-directed subject to the provisions of
      the Basic Plan Document #01.

            


    

    


    
      	
              B.  

            	
              Limitations
      on Participant Directed
Investments:

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              Participants
      are permitted to invest among only those investment alternatives made
      available by the Employer under the
Plan.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              Participants
      are permitted to invest in any investment alternative permitted under the
      Basic Plan Document #01

            


    

    


    
      	
              [ ]

            	
              C.

            	
              Insurance:

            


    

    


    The Plan permits life insurance as an
investment alternative.

    


    


    
      	
              XVI.

            	
              DISTRIBUTION OPTIONS

            


    

    


    
      	
               
      

            	
              A.

            	
              Timing of Distributions
      [both
      (1) and (2) must be completed]:

            


    

    


    
      	
               
      

            	
              1.

            	
              Distributions
      payable as a result of termination for reasons other than death,
      Disability or retirement shall be paid c [select from the list at
      (A)(3) below].

            


    

    


    
      	
               
      

            	
              2.

            	
              Distributions
      payable as a result of termination for death, Disability or retirement
      shall be paid c
      [select from the list at
      (A)(3) below].

            


    

    


    
      	
               
      

            	
              3.

            	
              Distribution
      Options:

            


    

    


    
      	
               
      

            	
              a.

            	
              As
      soon as administratively feasible on or after the Valuation Date following
      the date on which a distribution is requested or is otherwise
      payable.

            


    

    


    
      	
               
      

            	
              b.

            	
              As
      soon as administratively feasible following the close of the Plan Year
      during which a distribution is requested or is otherwise
      payable.

            


    

    


    
      	
               
      

            	
              c.

            	
              As
      soon as administratively feasible following the date on which a
      distribution is requested or is otherwise payable. (This option is recommended
      for daily valuation plans.)

            


    

    


    
      	
               
      

            	
              d.

            	
              As
      soon as administratively feasible after the close of the Plan Year during
      which the Participant incurs ___________ [cannot be
      more than five (5)] consecutive one (1) year Breaks in
      Service.

            


    

    


    
      	
               
      

            	
              e.

            	
              Only
      after the Participant has attained the Plan's Normal Retirement Age or
      Early Retirement Age, if
applicable.

            


    

    


    B.           Required Beginning
Date:

    


    
      	
               
      

            	
              The
      Required Beginning Date of a Participant with respect to the Plan is (select one from
      below):

            


    

    


    
      	
               
      

            	
              [ ]            1.

            	
              The
      April 1 of
      the calendar year following the calendar year in which the Participant
      attains age 701⁄2

            


    

    


    
      	
               
      

            	
              [ ]            2.

            	
              The
      April 1 of the calendar year following the calendar year in which the
      Participant attains age 701⁄2 except that distributions to a Participant
      (other than a 5% owner) with respect to benefits accrued after the later
      of the adoption of this Plan or Effective Date of the amendment of this
      Plan must commence no later than the April 1 of the calendar year
      following the later of the calendar year in which the Participant attains
      age 701⁄2 or the calendar year in which the Participant
    retires.

            


    

    


    
      	
              [x]            3.

            	
              The
      later of the April 1 of the calendar year following the calendar year in
      which the Participant attains age 701⁄2 or retires except that distributions
      to a 5% owner must commence by the April 1 of the calendar year following
      the calendar year in which the Participant attains age
  701⁄2.

            


    

    


    
      	
               
      

            	
              Option
      (3) may only be elected if (i) it corresponds to an amendment previously
      made to the Plan pursuant to Regulations Section 1.411(d)-4,
      Q&A-10(b), or (ii) it does not eliminate an age 701⁄2 distribution
      option as described in the preceding Regulations because either (A) the
      Plan is a new Plan or (B) Section XIII(A)(3) is checked or the Plan
      already offers a pre-retirement distribution at least as generous as
      Section XIII(A)(3).

            


    

    


    
      	
              C.  

            	
              Minimum
      Distribution Requirements:

            


    

    


    
      	
               
      

            	
              [ ]          1.

            	
              Election to Apply Five (5) Year
      Rule to Distributions to Designated Beneficiaries:  If
      the Participant dies before distributions begin and there is a Designated
      Beneficiary, distribution to the Designated Beneficiary is not required to
      begin by the date specified in the Basic Plan Document #01 but the
      Participant’s entire interest will be distributed to the Designated
      Beneficiary by December 31 of the calendar year containing the fifth
      anniversary of the Participant’s
death.

            


    

    


    
      	
               
      

            	
              [ ]          2.

            	
              Election to Allow Participants
      or Beneficiaries to Elect Five (5) Year
      Rule:  Participants or Beneficiaries may elect on an
      individual basis whether the five (5) year rule or the life expectancy
      rule described in the Basic Plan Document #01 applies to distributions
      after the death of a Participant who has a Designated
      Beneficiary.  The election must be made no later than the
      earlier of September 30 of the calendar year in which distribution would
      be required to begin under the Plan, or by September 30 of the calendar
      year which contains the fifth anniversary of the Participant’s (or, if
      applicable, surviving Spouse’s) death.  If neither the
      Participant nor Beneficiary makes an election under this paragraph,
      distributions will be made in accordance with Article VII of the Basic
      Plan Document #01 and, if applicable, the elections in Section XVI(C)(1)
      above.

            


    

    


    D.           Forms of Payment (select all that
apply):

    


    
      	
               
      

            	
              The
      normal form of payment is determined at Section III(J) of this Adoption
      Agreement.  If option (1) or no selection is made in Section
      III(J), then options (4), (5) and (6) in this section cannot be
      selected.

            


    

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              Lump
      sum.

            


    

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              Installment
      payments.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              Partial
      payments; the minimum amount will be $___________.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              4.

            	
              Life
      annuity.

            


    

    


    
      	
               
      

            	
              [ ]            5.

            	
              Term
      certain annuity with payments guaranteed for ________ years [not
      to  exceed twenty (20)].

            


    

    


    
      	
               
      

            	
              [ ]

            	
              6.

            	
              Joint
      and [ ] 50%,
      [ ] 66-2/3%,
      [ ] 75% or
      [ ] 100%
      survivor annuity.

            


    

    


    E.           Type of Payment (select all that
apply):

    


    
      	
               
      

            	
              [x]

            	
              1.

            	
              Cash.

            


    

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              Employer
      securities.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              Other
      marketable securities.

            


    

    


    [ ]           4.           Other:
                                                                                                            
(fill in

                                               the
blank with the type of other in-kind distributions allowed under the
Plan).

    


    F.           Application of Involuntary Cash-out
Provisions:

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              The
      Plan shall not make involuntary cash-outs to any terminated vested
      Participant.        Distributions
      will only be made with the consent of the
  Participant.

            


    

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              The
      Plan shall make involuntary cash-outs to a terminated vested Participant
      as follows:

            


    

    


    
      	
               
      

            	
              [ ]            a.

            	
              The
      Plan shall make involuntary cash-out distributions of Vested Account
      Balances of less than $200.  Distribution of amounts $200 or
      greater shall only be made with the consent of the
      Participant.

            


    

    


    
      	
               
      

            	
              [x]            b.

            	
              The
      Plan shall make involuntary cash-out distributions of Vested
      Account   Balances of $1,000 or
      less.  Distribution of amounts greater than $1,000 shall only be
      made with the consent of the
Participant.

            


    

    


    
      	
               
      

            	
              3.

            	
              When
      determining the value of the Participant’s nonforfeitable account balance
      for purposes of the Plan’s involuntary cash-out rules, the Plan elects
      to:

            


    

    


    
      	
               
      

            	
              [ ]           a.

            	
              exclude
      Rollover Contributions.

            


    

    


    
      	
               
      

            	
              [x]

            	
              b.

            	
              include
      Rollover Contributions.

            


    

    


    If
no selection is made, the Plan will exclude Rollover Contributions when
determining the value of the Participant’s nonforfeitable account balance for
involuntary cash-out purposes. Rollover Contributions, if any, will always be
included when determining whether the $1,000 threshold has been
exceeded.

    


    
      	
               
      

            	
              G.

            	
              Automatic
      Rollovers:

            


    

    


    
      	
               
      

            	
              Do
      not complete if a selection has been made at Section XVI(F)(1) or (2)
      above.

            


    

    


    
      	
               
      

            	
              [ ]            1.

            	
              The
      Plan shall make automatic rollovers of Vested Account Balances that are
      greater than $1,000 but are not more than $5,000 in accordance with the
      provisions of Article VI of the Basic Plan Document
  #01.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              2.

            	
              The
      Plan shall make automatic rollovers of Vested Account Balances that are
      not more than $5,000 in accordance with the provisions of Article VI of
      the Basic Plan Document #01.

            


    

    


    H.           Distribution Upon Severance from
Employment:

    


    
      	
               
      

            	
              [ ]

            	
              1.

            	
              Not
      applicable.

            


    

    


    
      	
               
      

            	
              [x]          2.

            	
              Distribution
      upon severance from employment as described in the Basic Plan Document #01
      shall apply for distributions after December 31, 2001 regardless of when
      the severance from employment
occurred.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              3.

            	
              Distribution
      upon severance from employment as described in the Basic Plan Document #01
      shall apply for distributions after ___________________ (no
      earlier than December 31, 2001) for severance from employment occurring
      after December 31,
      2001 (enter the Effective Date if different than the Effective Date
      above).

            


    

    


    


    XVII.           SPONSOR INFORMATION
AND ACCEPTANCE

    


    
      	
               
      

            	
              This
      Plan may not be used and shall not be deemed to be a Prototype Plan unless
      an authorized representative of the Sponsor has acknowledged the use of
      the Plan.  Such acknowledgment that the Employer is using the
      Plan does not represent that the Adoption Agreement (as completed) and
      Basic Plan Document #01 have been reviewed by a representative of the
      Sponsor or constitute a qualified retirement
  plan.

            


    

    


    
      	
               
      

            	
              Acknowledged
      and accepted by the Sponsor this __________ day of ________________,
      __________.

            


    

    


    
      	
              Name:

            	
              Elizabeth H.
      Festa

            


    

    


    
      	
               
      

            	
              Title:

            	
              Vice
      President

            


    

    


    
      	
               
      

            	
              Signature:

            	 	 


    

    


    
      	
               
      

            	
              Questions
      concerning the language contained in and qualification of the Prototype
      should be addressed to:

            


    

    Elizabeth H. Festa

    


    
      	
              (Position):
      Vice
      President

            	
              (Phone Number):

            	
              203-736-3053

            


    

    


    In the
event that the Sponsor amends, discontinues or abandons this Prototype Plan,
notification will be provided to the Employer's address provided on the first
page of this Adoption Agreement.

    


    


    XVIII.           SIGNATURES

    


    Completion
of this Adoption Agreement requires consideration of complex tax and legal
issues.  The Employer should consult with or should obtain the advice
of its legal counsel and/or tax advisor before executing this Adoption
Agreement.  By executing this Adoption Agreement, the Employer
acknowledges that it is a legal document with significant tax and legal
ramifications.  The Employer understands that its failure to properly
complete or amend this Adoption Agreement may result in failure of the Plan to
qualify or in disqualification of the Plan.  Neither the Sponsor nor
any of its agents or affiliates assumes any responsibility for the completion
and operation of the Plan established under this Adoption Agreement and Basic
Plan Document #01.

    


    
      	
               
      

            	
              A.

            	
              Employer:

            


    

    


    
      	
               
      

            	
              This
      Adoption Agreement and the corresponding provisions of Basic Plan Document
      #01 are adopted by the Employer this__________ day of
      _____________________, ___________.

            


    

    


    
      	
              Executed
      on behalf of the Employer by:

            	
              Kristen A
      Johnson

            


    

    


    
      	
               
      

            	
              Title:

            	
              Vice President, Human
      Resources

            


    

    


    
      	
               
      

            	
              Signature:

            	 	 


    

    


    Employer's
Reliance: The adopting Employer may rely on an Opinion Letter issued by
the Internal Revenue Service as evidence that the Plan is qualified under Code
Section 401 except to the extent provided in Revenue Procedure 2005-16. The
Employer may not rely on the Opinion Letter in certain other circumstances or
with respect to certain qualification requirements, which are specified in the
Opinion Letter issued with respect to the Plan and in Revenue Procedure 2005-16.
In order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be made
to Employee Plans Determinations of the Internal Revenue
Service.  This Adoption Agreement may only be used in conjunction with
Basic Plan Document #01.


    
      
        
           

          401(k) NS
AA #010

        

         


      

      
         


        
          

        

      

      
         


      

    


    B.           Trust Agreement/Custodial
Agreement:

    


    [ ]           Plan
assets will be invested in group annuity contracts and the terms of the
contract(s) will apply.

    


    
      	
               
      

            	
              [x]

            	
              Plan
      assets are held in a tax qualified Trust.  The Trust provisions
      used will be as contained in the Basic Plan Document
  #01.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              Plan
      assets are held in a tax qualified Trust.  The Trust provisions
      used will be as contained in the accompanying pre-approved executed Trust
      Agreement between the Employer and the Trustee attached
      hereto.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              Plan
      assets are being held in a Custodial Account arrangement.  The
      Custodial Account provisions used will be as contained in the Basic Plan
      Document #01.

            


    

    


    
      	
               
      

            	
              [ ]

            	
              Plan
      assets are being held in a Custodial Account arrangement.  The
      Custodial Account provisions used will be as contained in the accompanying
      pre-approved executed Custodial Account Agreement between the Employer and
      the Custodian attached hereto.

            


    

    


    
      	
               
      

            	
              C.

            	
              Trustee:

            


    

    


    
      	
               
      

            	
              [ ]

            	
              The
      Trustee appointed shall act in the capacity of a non-discretionary
      directed Trustee.

            


    

    


    
      	
               
      

            	
              [x]

            	
              The
      Trustee appointed shall act in the capacity of a discretionary
      Trustee.

            


    

    


    
      	
               
      

            	
              Name and
      address of Trustee:

            


    

    


    Wachovia Bank, NA

    1525 West W. T. Harris Blvd

    Charlotte,
NC   28662

    


    
      	
               
      

            	
              The
      Employer's Plan as contained herein is accepted by the Trustee this
      ____________ day of ____________________,
  ___________.

            


    

    


    
      	
               
      

            	
              Accepted
      on behalf of the Trustee by:

            	
              Elizabeth H.
      Festa

            


    

    


    
      	
               
      

            	
              Title:

            	
              Vice
      President

            


    

    


    
      	
               
      

            	
              Signature:

            	 	 


    

    


    


    
      	
               
      

            	
              Accepted
      on behalf of the Trustee by:

            	 	 


    

    


    
      	
               
      

            	
              Title:

            	 	 


    

    


    
      	
               
      

            	
              Signature:

            	 	 


    

    


    


    
      	
               
      

            	
              Accepted
      on behalf of the Trustee by:

            	 	 


    

    


    
      	
              Title:

            	 	
              _________

            	 


    

    


    
      	
              Signature:

            	
              _____

            	 


    

    
      	
               
      

            	 


    

    
      	
               
      

            	 


    

    
      	
               
      

            	 


    


    
      
        
           

          401(k) NS
AA #010

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              D.

            	
              Custodian:

            


    

    


    
      	
               
      

            	
              Name and
      address of Custodian:

            


    

    


                                                                                                                         


    


    


    


    


    
      	
               
      

            	
              The
      Employer's Plan as contained herein is accepted by the Custodian this
      __________ day of ________________,
__________.

            


    

    


    
      	
               
      

            	
              Accepted
      on behalf of the Custodian by: 

            


    

    


    
      	
               
      

            	
              Title:

            	 	 


    

    


    
      	
              Signature:

            	
              _____

            	 


    


    
      
        
           

          401(k) NS
AA #010

        

         


      

      
         


        
          

        

      

      
         


      

    


    PARTICIPATION
AGREEMENT

    


    Each Participating Employer must
execute a separate Participation Agreement. If not applicable, do not complete this Participation
Agreement.

    


    By
executing this Participation Agreement, the undersigned Employer elects to
become a Participating Employer in the Plan and accompanying Adoption Agreement
as if the Participating Employer were a signatory to the Adoption
Agreement.  The Participating Employer accepts, and agrees to be bound
by, all of the elections granted under the provisions of the Prototype Plan as
made by the signatory sponsoring Employer in Section XVIII(A) of the Adoption
Agreement. Further, the Participating Employer hereby appoints the signatory
sponsoring Employer as its attorney in fact for the purpose of adopting on its
behalf of all future amendments whether required or voluntary and any applicable
corresponding documents (e.g., Loan Policy, QDRO procedures, Trust
Agreement).  This includes the adoption of all future Model Amendments
to this Prototype Plan which are required by the U.S. Department of the Treasury
or the Internal Revenue Service as a result of a modification or amendment of
applicable Federal laws or regulations that become effective subsequent to the
execution of this Participation Agreement.

    


    A.           PARTICIPATING
EMPLOYER:

    


    
      	
               
      

            	
              Name
      and address of any Participating
Employer.

            


    

    


    Connecticut
Water Service

    c/o
93 West Main Street

    Clinton,
CT 06413

    


    


    Phone Number:  (860)
669-8630                                                      Tax
ID Number:                                  06-0739839                                           

    


    


    B.           EFFECTIVE
DATE:

    


    The Effective Date of the Plan for the
Participating Employer is:   .

    


    [ ]           This
is an adoption of a new plan by the Participating Employer.

    


    
      	
              [x]

            	
              This
      is an adoption of an amendment and/or restatement of a plan currently
      maintained by the Participating Employer identified as
      follows:

            


    

    


    Name of Plan:  Savings Plan of
the Connecticut Water Company

    


    Original Effective
Date:   January 1, 1985

    


    C.           SIGNATURES:

    


    Executed
on behalf of the Participating Employer by: Daniel J. Meaney

    


    
      	
               
      

            	
              Title:

            	
              Corporate Secretary/Director of
      Corporate Communications

            


    

    


    Signature:                                                                

    


    


    Executed
on behalf of the Signatory Sponsoring

    Employer
by:                                                                      Kristen A
Johnson

    


    Title:                                                                Vice
President, Human Resources

    


    Signature:                                                                

    


    


    Executed
on behalf of the Trustee
by:                                                                      Elizabeth H.
Festa

    


    Title:                                                                Vice
President

    


    Signature:                                                                

    


    


    


    



    
      
        
           

          401(k) NS
AA #010

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              SCHEDULE
      A

            


    

    


    PROTECTED
BENEFITS

    


    


    This
Schedule describes Code Section 411(d)(6) protected benefits included in the
adopting Employer’s prior plan document that are not available in this Prototype
Defined Contribution Plan, Basic Plan Document #01.  Complete as
applicable.

    


    1.           Plan Provision:

                                                                                                                                    


    


    


    


    


    Effective
Date:                                                                                                           

    


    2.           Plan Provision:

                                                                                                                                    


    


    


    


    


    Effective
Date:                                                                                                           

    


    3.           Plan Provision:

                                                                                                                                    


    


    


    


    


    Effective
Date:                                                                                                           

    


    
      	
               
      

            	
              4.

            	
              Plan
      Provision:

            


    

                                                                                                                                    


    


    


    


    


    Effective
Date:                                                                                                           

    


    


    5.           Plan Provision:

                                                                                                                                    


    


    


    


    


    Effective
Date:                                                                                                           


    
      
        
           

          401(k) NS
AA #010

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              SCHEDULE
      B

            


    

    


    PRIOR
PLAN PROVISIONS

    


    


    This
Schedule should be used by the adopting Employer if a prior plan contains
provisions not found in this Prototype Defined Contribution Plan, Basic Plan
Document #01, or where the Employer wishes to document transactions or
historical provisions of the Employer’s Plan.

    


    
      	
              1.  

            	
              Plan
      Provision:

            


    

                                                                                                                                    


    


    


    


    


    Effective
Date:                                                                                                           

    


    
      	
              2.  

            	
              Plan
      Provision:

            


    

                                                                                                                                    


    


    


    


    


    Effective
Date:                                                                                                           

    


    
      	
              3.  

            	
              Plan
      Provision:

            


    

                                                                                                                                    


    


    


    


    


    Effective
Date:                                                                                                           

    


    
      	
              4.  

            	
              Plan
      Provision:

            


    

                                                                                                                                    


    


    


    


    


    Effective
Date:                                                                                                           

    


    
      	
              5.  

            	
              Plan
      Provision:

            


    

                                                                                                                                    


    


    


    


    


    
      	
              Effective
      Date:

            	 	 


    


    
      
        
           

          401(k) NS
AA #010

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    SCHEDULE
C

    


    SAFE
HARBOR ELECTIONS FOR FLEXIBLE NON-ELECTIVE CONTRIBUTION

    


    


    The
following elections are made with regard to the Plan’s Safe Harbor status
pursuant to Section VII herein.  For Plan Years indicated below, the
Plan hereby invokes a Safe Harbor status in accordance with IRS Notices 98-52
and 2000-3.

    


    For all
Plan Years in which this Safe Harbor election is being made, the limitations and
restrictions found in Section VII herein apply.

    


    
      	
              1.  

            	
              For
      the Plan Year beginning _____ and ending _____, the Employer
      hereby invokes a Safe Harbor status as provided in IRS Notice
      2000-3.  The Safe Harbor Contribution will be an amount equal to
      _____% (not less than
      3%) of Compensation.  This election is made on this _____ day of _____, _____ (date may not be
      later than 30 days prior to the end of the Plan Year in which such
      election is being made).

            


    

    


    
      	
              2.  

            	
              For
      the Plan Year beginning _____ and ending _____, the Employer
      hereby invokes a Safe Harbor status as provided in IRS Notice
      2000-3.  The Safe Harbor Contribution will be an amount equal to
      _____% (not less than 3%) of
      Compensation.  This election is made on this _____ day of _____, _____ (date may not be
      later than 30 days prior to the end of the Plan Year in which such
      election is being made).

            


    

    


    
      	
              3.  

            	
              For
      the Plan Year beginning _____ and ending _____, the Employer
      hereby invokes a Safe Harbor status as provided in IRS Notice
      2000-3.  The Safe Harbor Contribution will be an amount equal to
      _____% (not less than
      3%) of Compensation.  This election is made on this _____ day of _____, _____ (date may not be
      later than 30 days prior to the end of the Plan Year in which such
      election is being made).

            


    

    


    
      	
              4.  

            	
              For
      the Plan Year beginning _____ and ending _____, the Employer
      hereby invokes a Safe Harbor status as provided in IRS Notice
      2000-3.  The Safe Harbor Contribution will be an amount equal to
      _____% (not less than
      3%) of Compensation.  This election is made on this _____ day of _____, _____ (date may not be
      later than 30 days prior to the end of the Plan Year in which such
      election is being made).

            


    

    


    
      	
              5.  

            	
              For
      the Plan Year beginning _____ and ending _____, the Employer
      hereby invokes a Safe Harbor status as provided in IRS Notice
      2000-3.  The Safe Harbor Contribution will be an amount equal to
      _____% (not less than
      3%) of Compensation.  This election is made on this _____ day of _____, _____ (date may not be
      later than 30 days prior to the end of the Plan Year in which such
      election is being made).

            


    


    
      
        
           

          401(k) NS
AA #010

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
D

    


    COLLECTIVE
AND COMMINGLED FUNDS

    


    


    The
Trustee is authorized to invest all or any part of the Fund in the following
Collective and Commingled Funds as provided for in the Basic Plan Document
#01:

    


    


    1.

    


    2.

    


    3.

    


    4.

    


    5.

    


    6.

    


    7.

    


    8.

    


    9.

    


    10.


    
      
        
           

          401(k) NS
AA #010

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              SCHEDULE
      E

            


    

    
      	
               
      

            	
              MISCELLANEOUS
      ADMINISTRATIVE ELECTIONS

            


    

    


    The
following elections are made with regard to the administration of the
Plan:

    


    
      	
               
      

            	
              [  ]

            	
              1.

            	
              ERISA Section
      404(c):  The Employer intends to be covered by the
      fiduciary liability provisions with respect to Participant-directed
      investments under ERISA Section 404(c).  Under the terms of this
      Plan, Participants (or their Beneficiaries) have a reasonable opportunity
      to give instructions to the Plan Administrator in accordance with the
      policy set by the Plan Administrator (whether written, oral, or in
      electronic form) regarding the choice of investment of their account
      balance. The Plan Administrator is obligated to comply with the
      Participant’s or Beneficiary’s investment instructions unless complying
      with such instructions would result in a prohibited transaction under the
      Code, ERISA or the Department of Labor, violate the Plan document, or
      jeopardize the Plan’s tax-qualified
status.

            


    

    


    
      	
               
      

            	
              [x]

            	
              2.

            	
              Fees:  Listed
      below are the charges your account will incur as a condition of the
      receipt of a benefit under the Plan, depending upon the transaction
      involved.

            


    

    


    
      	
               
      

            	
              [x]

            	
              a.

            	
              Participants
      have the ability to take a loan from the Plan.  [x] There will be a loan
      set-up fee of $80.00 paid from the
      account prior to obtaining a loan from the Plan.  [  ]
      $_____ will be charged on an annual basis until the loan is paid in
      full.  [x] The loan set-up
      charge is deducted from the Participant’s account.  All other
      costs of administering the Plan will be paid by the Employer or from Plan
      assets.

            


    

    


    
      	
               
      

            	
              [  ]

            	
              b.

            	
              The
      costs of administering the Plan are shared between Participants and the
      Employer.

            


    

    


    
      	
               
      

            	
              [  ]

            	
              c.

            	
              A
      service fee equal to $___ / ___% of a Participant’s account balance will
      be charged per [  ] Plan quarter [  ] Plan
      Year.

            


    

    


    
      	
               
      

            	
              [  ]

            	
              d.

            	
              All
      costs of administering the Plan will be paid by the Employer or from Plan
      assets.

            


    

    


    
      	
               
      

            	
              [  ]

            	
              e.

            	
              In
      order to maintain a self-directed brokerage option, Participants will be
      charged an initial fee of  $_______ [  ] and annual
      fee of $_________.

            


    

    


    
      	
               
      

            	
              [  ]

            	
              f.

            	
              To
      obtain a Hardship distribution, Participants will incur a charge of
      $_________.

            


    

    


    
      	
               
      

            	
              [  ]

            	
              g.

            	
              Qualified
      Domestic Relations Order (QDRO) presented to the Plan for payment will be
      charged $_______ to the Participant’s/Alternate Payee’s account for
      processing.

            


    

    


    
      	
               
      

            	
               [  ]

            	
              h.

            	
              Other:

            


    

    
      	 
      


    

    


    
      	
               
      

            	
              [  ]

            	
              3.

            	
              Automatic Rollover Of
      Distributions:  If a Plan Participant does not elect to
      take a distribution and include it in income or have the distribution
      rolled over to either a qualified retirement plan or an Individual
      Retirement Account (“IRA”), the Plan is required to make a Direct Rollover
      of the distribution to an IRA.  The Employer as Plan Sponsor has
      the authority to execute the documents necessary to establish the IRA
      account, and once established, the Trustee/Issuer of the IRA will provide
      the Participant with a Disclosure Statement detailing the terms and
      conditions as well as any fees imposed on the IRA, including the
      procedures regarding the seven (7) day revocation period.  The
      Plan has selected the following IRA
  Trustee/Issuer:

            


    

    


    Name:                             

    


    
      	 
      


    

    Address:                      

    


    


    


    


    Phone:                            

    


    The
initial IRA setup fee shall be: 

    


    The
initial IRA setup fee shall be paid by: 

    


    The IRA
Provider’s annual fee shall be:  

    
      	 
      


    

    


    The IRA
funds shall be invested in:

    



    
      
        
           

          401(k) NS
AA #010