EXHIBIT
10.16


 


DIVERSIFIED
INVESTMENT ADVISORS, INC.


 


NONQUALIFIED
DEFERRED COMPENSATION


ADOPTION
AGREEMENT FOR


 


 


FairPoint
Communications, Inc.


 


 


 


 


This Adoption Agreement is to be used in
conjunction with the


Diversified Investment Advisors, Inc.


Nonqualified Deferred Compensation Plan Document


 


 


 


 


This
Adoption Agreement is an important legal document.  You should consult with your attorney on
whether or not it accommodates your particular situation, and on its tax and
legal implications.  Diversified Investment
Advisors, Inc. does not and cannot provide legal or tax advice.  The Plan Document and Adoption Agreement are
intended purely as specimen documents for use by you and your attorney.  Diversified can give no assurances that any
Employer’s Nonqualified Deferred Compensation arrangements will meet all
applicable Internal Revenue Service (“IRS”) and Department of Labor (“DOL”)
requirements.


 

















 


 


Table of
Contents


 


	
  Introduction

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  Part I — General Information

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  Part II — Plan Data

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  Part III — Compensation 

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  Part IV — Elections to Defer Compensation

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  Part V — Forms and Timing of Distributions - Upon Separation from
  Service

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  Part VI
  - Forms and Timing of Distributions as of a Specified Time

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  Part VII
  - Forms and Timing of Distributions Upon Other Events

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  Part VIII — Vesting

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  Part IX
  - Miscellaneous

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  Execution

  	
   

  	
  21

  
	
   

  	
   

  	
   

  



 


1

















 


Introduction


 


In completing this
Adoption Agreement, as in connection with other matters related to this Plan,
it is strongly recommended that you consult with your attorney or other tax
advisor.  This is especially true because
if the Plan is not operated in accordance with the terms of the Plan and the
options elected in this Adoption Agreement, additional taxes, penalties, and
interest under section 409A of the Internal Revenue Code (the “Code”) may
result.


 


Diversified Investment
Advisors does not and cannot provide legal or tax advice.  The Adoption Agreement and the related Plan
document (the “Plan”) are not prototypes and have not been reviewed by the
IRS.  They are intended purely as sample
documents for use by your attorney in preparing your nonqualified deferred
compensation plan.


 


The Plan is a broad
document which allows a participating Employer a number of choices and
options.  Any capitalized terms used in
this document have the meaning as set forth in the Plan Document, unless
otherwise indicated.  These choices and
options are illustrated in this Adoption Agreement; areas of the Plan which
allow no options are not included in the Adoption Agreement.  This does not necessarily mean that other
alternatives are not legally permissible, although Diversified may not be able
to administer such other alternatives. 
This Adoption Agreement states the provisions specific to your
particular Plan.


 


2

















 


Part I — General Information


 


	
  1.

  	
  Sponsoring Employer (Article 2.22 of the Plan).

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Name of Employer:

  	
  FairPoint Communications, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Address of Employer:

  	
  521
  E. Morehead Street, Suite 500

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Charlotte,
  NC 28202

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Federal Tax ID Number
  of

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Employer:

  	
  13-3725229

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Contact Phone Number:

  	
  (704) 344-8150

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Publicly Traded Company
  (check one):

  	
   

  
	
   

  
	
   

  	
  o

  	
  (i)  No.

  
	
   

  
	
   

  	
  x

  	
  (ii) Yes. 

  	
  (Note: For Key Employees,
  distributions may not be made before the date which is six months after
  Separation from Service (or if earlier, after the date of death).)

  
	
   

  
	
   

  	
  (f)

  	
  If Publicly Traded
  Company, enter Key Employee identification date (complete,
  if applicable):

  
	
   

  
	
   

  	
   

  	
  x

  	
  (i)  Prior
  calendar year for upcoming April 1 through March 31 (default).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (ii) Other

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Note: If the Employer is a
  tax-exempt organization, additional requirements may apply under Internal
  Revenue Code section 457. This Plan is not intended to comply with the
  requirements of Code section 457. Please consult with your legal or tax
  advisor.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Plan Administrator  (if not Employer)
  (Article 9.1 of the Plan).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Name of Plan
  Administrator:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Address of Plan
  Administrator:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Contact Phone Number:

  
								



 


3

















 


Part II — Plan Data


	
   

  	
   

  
	
  3.

  	
  Name of Plan(s). (Articles 2.2, 2.38, and 2.41 of the
  Plan).

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  The name of this Plan
  is (provide name):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FairPoint
  Communications, Inc. Non-Qualified Savings Plan

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The name of the
  predecessor nonqualified deferred compensation plan of the Employer that was
  in existence as of October 3, 2004 (provide name, if there
  was a predecessor nonqualified deferred compensation plan and this is a new
  Code section 409A plan):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (“Prior Plan”)

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  New Plan or Amendment,
  Restatement, and Continuation of a Prior Plan. This Plan is (check one):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  A new plan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  An amendment,
  restatement, and continuation of a plan in existence as of October 3,
  2004 and applies only to deferred compensation for the 2005 and later Plan
  Year contributions. (No material modifications of pre-2005 deferred
  compensation.)*

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (c)

  	
  An amendment,
  restatement, and continuation of a plan in existence as of October 3,
  2004 and applies to pre-2005 and 2005 and later Plan Year contributions.
  (Material modifications of pre-2005 deferred compensation.)

  
	
   

  	
   

  	
   

  
	
   

  	
  *Caution:

  	
  If this is an amendment,
  restatement, and continuation of an existing plan, the Employer is
  responsible for ensuring that the amendment and restatement does not result
  in a “material modification” as defined under Code section 409A and Internal
  Revenue Service guidance issued there under.

  
	
   

  
	
  5.

  	
  Effective Date (Article 2.17 of the Plan).

  	
   

  	
   

  
	
   

  	
  (check one
  and  provide information required by section
  (a) or (b), as applicable):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  For new plans:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Effective Date of
  the Plan is (provide date)                           .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (b)

  	
  For the amendment,
  restatement, and continuation of a Prior Plan:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The initial effective
  date of the Plan was (provide date)
  July 1, 1999.

  
						



 


4

















 


	
   

  	
  The Effective Date of
  this amendment and restatement of the Plan is January 1, 2005 (provide date).

  
	
   

  
	
  6.

  	
  Plan Year (Article 2.40 of the Plan).

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The Plan Year is (a twelve month period — e.g., January 1— December 31) 
  January 1 — December 31.

  
	
   

  	
   

  	
   

  
	
   

  	
  If Plan has a short
  Plan Year, the short Plan Year is               .

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Plan
  Covers:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  This Plan shall cover
  the following (check one):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  Employees.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Directors.*

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (c)

  	
  Other*       
  .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  *Note: when checked,
  references to the terms “Employer” and “Eligible Employee” are substituted
  for the terms “Company” and “Eligible o Director o Other           ”,
  in the Adoption Agreement and Plan, respectively.

  
	
   

  	
   

  
	
  8.

  	
  Type of Plan.

  
	
   

  	
   

  
	
   

  	
  This Plan shall be (check one):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  An Evergreen Plan under
  which the Employer establishes and maintains a Participant’s Account, which
  may have sub-accounts depending on the Employer’s election, on behalf of each
  Eligible Employee which include, if applicable, but are not limited to a (1) Salary
  Reduction Contribution Account, (2) Performance-Based Compensation
  Account, (3) Matching Contribution Account, and (4) Nonelective
  Employer Contribution Account to which (1) Salary Reduction
  Contributions, (2) Performance-Based Compensation, (3) Matching
  Contributions and (4) Nonelective Employer Contributions shall be
  credited.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (b)

  	
  A Calendar Year Plan
  under which the Employer establishes and maintains a Participant’s Account on
  behalf of each Eligible Employee’s Annual Sub-Account(s) which
  include, if applicable, but are not limited to a (1) Salary Reduction
  Contribution Account, (2) Performance-Based Compensation Account,
  (3) Matching Contribution Account, and (4) Nonelective Employer
  Contribution Account to which (1) Salary Reduction Contributions,
  (2) Performance-Based Compensation, (3) Matching Contributions and
  (4) Nonelective Employer Contributions shall be credited to each
  respective Annual Sub-Account.

  
	
   

  	
   

  
	
   

  	
  Distribution Election
  Method  (check one if 8(b) above is selected):

  
					



 


5

















	
   

  	
   

  
	
   

  	
  o

  	
  (i)

  	
  Annual Election - A
  Participant must make a new Distribution Election each Taxable Year.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (ii)

  	
  Carry Forward Election
  - A Participant’s Distribution Election will remain in place from year to
  year until such time as the Participant modifies or cancels the Distribution
  Election.

  
	
   

  
	
  Part III
  — Compensation

  
	
   

  
	
  9.

  	
  Compensation (Articles 2.11 and 2.35 of the Plan).

  
	
   

  
	
   

  	
  (a)

  	
  Compensation shall
  exclude the item(s) listed below for purposes of determining (complete, if applicable):

  
	
   

  
	
   

  	
  (i)

  	
  Salary Reduction
  Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (1)

  	
  No exclusions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (2)

  	
  Bonus (e.g.,
  Non-Performance Based Compensation).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (3)

  	
  Compensation o in excess of o at or below Code section 401(a)(17)
  Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (4)

  	
  Commissions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (5)

  	
  Overtime Pay.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (6)

  	
  Performance-Based
  Compensation (see Section 10.(d) for separate election).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (7)

  	
  Severance Pay.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (8)

  	
  Other Taxable
  expense reimbursements, non-cash imputed taxable income and income from the
  exercise of stock options or the award or vesting of restricted stock.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Nonelective
  Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (1)

  	
  No exclusions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (2)

  	
  Bonus.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (3)

  	
  Compensation o in excess of o at or below Code section 401(a)(17)
  Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (4)

  	
  Commissions.

  
													



 


6

















 


	
   

  	
   

  	
  o

  	
  (5)

  	
  Overtime Pay.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (6)

  	
  Performance-Based
  Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (7)

  	
  Severance Pay.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (8)

  	
  Other Taxable expense
  reimbursements, non-cash imputed taxable income and income from the exercise
  of stock options or the award or vesting of restricted stock.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part IV
  — Elections to Defer Compensation

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Salary Reduction
  Contributions (Article 4.1
  of the Plan).

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Compensation below
  includes Performance-Based Compensation unless excluded in Compensation or a
  separate deferral election is permitted in (d) below.  A Participant may enter into a Deferral
  Agreement to make the following (complete, if applicable):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (i)

  	
  A Salary Reduction
  Contribution in one (1) percent increments from a minimum of 0%
  up to a maximum of 50% of Compensation.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (ii)

  	
  Once
  a Participant reaches the deferral limit under the 401(k) Plan, a Salary
  Reduction Contribution in one (1) percent increments from a minimum of    %
  up to a maximum of    % Compensation.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (iii)

  	
  A
  Salary Reduction Contribution up to a maximum deferral of (check one, if applicable):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (1)

  	
  Calendar
  Year Code section 402(g) limit.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (2)

  	
  402(g) limit less
  401(k) deferrals made to the 401(k) Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (3)

  	
  $           .

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  A Participant may enter
  into a separate Deferral Agreement to make a bonus election (complete, if applicable):

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (i) Not
  applicable.

  
	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (ii) The bonuses
  paid by the Employer are included in the definition of Compensation and the
  Employer permits a Participant to enter into a separate Deferral Agreement to
  make a Salary Reduction Contribution in one (1) percent increments from
  a minimum of 0% up to a maximum of 100% of bonuses.

  
	
   

  	
   

  	
   

  
							



 


7

















 


	
   

  	
  (c)

  	
  An Employer may allow a
  Participant’s Deferral Agreement to remain in place from year to year, so
  long as the Deferral Agreement becomes irrevocable by the end of the Election
  Period preceding the Taxable Year in which Compensation subject to the
  Deferral Agreement is earned.  The
  Employer will define each year the designated Election Period.  As specified below, a Deferral Agreement
  will be made (check one, if 10(a) above is applicable):

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (i) Each Plan Year
  (annual deferral election).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (ii) As of the
  last day of the Election Period preceding the Plan Year in which Compensation
  subject to the Deferral Agreement is earned, until such time as the Participant
  modifies or terminates the automatic Deferral Agreement by notifying the Plan
  Administrator (carry forward deferral election).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Performance-Based
  Compensation Contributions (Article 4.3 of the Plan).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Performance-Based Compensation
  may be deferred under the Plan in a separate Performance-Based Compensation
  Deferral Election (complete, if
  applicable):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (1)

  	
  Not applicable.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (2)

  	
  In one (1) percent
  increments from a minimum of    %
  up to a maximum of    %.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  A Participant must
  enter into a Deferral Agreement with respect to Performance-Based
  Compensation Contributions (check one, if 10(d)(i)(2) above  is applicable):

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (1)

  	
  During the same
  Election Period that is applicable for Salary Reduction Contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (2)

  	
  By the earlier of the
  end of the Election Period that is applicable for Performance-Based
  Compensations and the date that is at least six months before the
  end of the performance period.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  An Employer may allow a
  Participant’s Deferral Agreement to remain in place from year to year, so
  long as the Deferral Agreement becomes irrevocable by the end of the Election
  Period preceding the Taxable Year in which Compensation subject to the
  Deferral Agreement is earned.  The
  Employer will define each year the designated Election Period.  As specified below, a Deferral Agreement
  will be made (check one, if 10(d)(i) above is applicable):

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (1)

  	
  Each Taxable Year
  (annual deferral election).

  



 


8

















 


	
   

  	
  o

  	
  (2)

  	
  As of the last day of the
  Election Period preceding the Taxable Year in which Compensation subject to
  the Deferral Agreement is earned, until such time as the Participant modifies
  or terminates the automatic Deferral Agreement by notifying the Plan
  Administrator (carry forward deferral election).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Employer Contributions (Article 4.2 of the Plan).

  
	
   

  	
   

  
	
   

  	
  An Employer may elect
  to make the following types of Employer Contributions (complete,
  if applicable):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  Matching Contributions

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (i)

  	
  No Matching
  Contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Matching Contributions
  will be made on:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (1)

  	
  Salary Reduction
  Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (2)

  	
  Bonuses (if separate
  election).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (3)

  	
  Performance-Based
  Compensation Contribution.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (4)

  	
  Any or all of the above
  as determined by Board Resolution each Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Matching Contributions
  may be made in the following percentage (complete if 11(a)(ii) above,
  is applicable):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (1)

  	
  Discretionary Match as
  determined by Board Resolution each Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (2)

  	
  Percentage Match:        %
  of first        %
  of a Participant’s Deferral Compensation (as selected in 11(a)(ii)) for the
  Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (3)

  	
  The same
  percentage as the Employer makes as a matching contribution under the 401(k) Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (4)

  	
  Other:  Offset by match in 401(k) Plan, 100%
  of first 3% of a Participant’s Deferral Compensation and 50% of second  3% of a Participant’s Deferral Compensation
  (as selected in 11(a)(ii)) for the Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (b)

  	
  Nonelective Employer
  Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


9






 










 


	
   

  	
  o

  	
  (i)

  	
  No Nonelective Employer
  Contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (ii)

  	
  Nonelective Employer
  Contributions may be in an amount equal to a (complete,
  if applicable):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (1)

  	
  Fixed Percentage:
      % of a Participant’s Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (2)

  	
  Flat Dollar Amount:  $        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (3)

  	
  Discretionary Amount as
  determined by Board Resolution each Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (4)

  	
  Other:
            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Transition Relief under
  Section 409A

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Right to Terminate
  Participation or Cancel a Deferral Election During Calendar Year 2005
  (Articles 4.5 and 4.6 of the Plan).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  During calendar year
  2005, (complete, if applicable):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (i)

  	
  Participants are
  allowed to make a new calendar year 2005 deferral election by March 15,
  2005.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (ii)

  	
  Participants are
  allowed to cancel or revoke a calendar year 2005 deferral election.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (iii)

  	
  Participants are
  allowed to terminate participation and distribute the calendar year 2005
  amounts by December 31, 2005.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Right to Change the
  Time and/or Form of Distribution Elections During Calendar Years 2006, 2007 and 2008
  (Articles 4.1, 4.2, 4.3 and 4.4 of the Plan).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the calendar years
  selected below, Distribution Elections affecting the Participant’s then
  existing account balance shall not be treated under Section 4.4(a) as
  a change in the time and/or form of distribution or an acceleration of a payment with respect to
  such account balance (complete, if applicable):

  
	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (i)

  	
  Calendar year 2006. 
  Participants are allowed to make a new distribution election during
  calendar year 2006.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (ii)

  	
  Calendar year 2007.  Participants are allowed to make a new distribution
  election during calendar year 2007.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (iii)

  	
  Calendar year 2008. 
  Participants are allowed to make a new distribution election during
  calendar year 2008.

  



 


10

















 


	
  Part V
  — Forms and Timing of Distributions — Upon Separation from Service

  
	
   

  	
   

  
	
  13.

  	
  Retirement
  Age (Article 2.42 of the Plan).

  
	
   

  	
   

  
	
   

  	
  The Retirement Age
  under the Plan shall be (check one):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  Age 65.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Age   .

  
	
   

  	
   

  
	
  14.

  	
  Required Distribution
  Age (complete if applicable):

  
	
   

  	
   

  
	
   

  	
            .

  
	
   

  	
   

  
	
  15.

  	
  Distribution Elections
  upon Separation from Service (Article 5.3 of the Plan) (check
  one):

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Not permitted.  Single sum only at Separation from Service.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (b)

  	
  Single distribution
  election per Participant Account (no separate distribution elections for
  sub-accounts, e.g., contribution sources):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (c)

  	
  Multiple distribution
  elections per Participant (separate distribution elections permitted for
  sub-accounts, e.g., contribution sources). 
  Check boxes for which there is a separate distribution election
  permitted:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (i) Salary
  Reduction Contributions.*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (ii) Performance-Based
  Compensation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (iii) Nonelective
  Employer Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *Includes all Matching
  Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Forms of Distribution
  upon Separation from Service

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  A Participant may elect
  to have his or her Participant’s Account balance distributed in the following
  form(s).  If no election is made, a
  single sum payment is the default election 
  (check options to be available if 15(b) or (c) above
  is selected):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (i)

  	
  A single sum payment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (ii)

  	
  Installment
  payments over (check all that apply):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (1)

  	
  3
  years.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (2)

  	
  5
  years.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (3)

  	
  7
  years.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (4)

  	
  10
  years.

  
	
   

  	
   

  	
   

  	
   

  
								



 


11

















 


	
   

  	
   

  	
  x

  	
  (5)

  	
  A
  maximum of 10 years with $5,000 a year minimum.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (6)

  	
  Other:
               .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (iii)

  	
  A
  partial single sum payment and installment payments not to exceed the
  installment payment options listed above. 
  (Must complete (ii)).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  (iv)

  	
  Installment
  payments over the life expectancy of the Participant.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If
  a Participant elects any installment payment option above, the Participant
  must designate that such payments will be made in accordance with the options
  selected below (select option(s) to be
  available.  Annual is default option if
  no option selected.):

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (i)

  	
  Monthly.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (ii)

  	
  Quarterly.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (iii)

  	
  Semi-annually.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (iv)

  	
  Annually.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Timing of Distributions
  (check one):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  At termination.

  
	
   

  	
  x

  	
  (b)

  	
  six months following Separation from
  Service.

  
	
   

  	
  o

  	
  (c)

  	
                 year(s) following
  termination.

  
	
   

  	
  o

  	
  (d)

  	
  Variable year(s) following
  termination (the Participant will be permitted to select one of years below):

  
	
   

  	
   

  	
   

  	
                 year(s).

  
	
   

  	
   

  	
   

  	
                 year.

  
	
   

  	
   

  	
   

  	
                 year.

  
	
   

  	
   

  	
   

  	
                 year.

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Processing Schedule for Distributions upon
  Separation from Service (Articles 5.1A(b) and 5.1B(b) of the Plan).

  
	
   

  	
   

  
	
   

  	
  Distributions shall be made after a
  distributable event set forth under Articles 5.3 through 5.7 of the Plan
  occurs, as follows (check one):

  
	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  Immediately following
  such distributable event.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  January 1st immediately
  following such distributable event.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (c)

  	
  1st month of the
  calendar quarter immediately following such distributable event.

  
	
   

  	
   

  	
   

  	
   

  



 


12

















 


	
   

  	
  o

  	
  (d)

  	
  As of the 1st month listed
  below immediately following such distributable event (can be up to four
  months):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (e)

  	
  1st or 7th month of the
  calendar year immediately following such distributable event (whichever is
  earlier).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Note:  Distribution is to be paid as soon as
  administratively feasible following one of the above. 

  
	
   

  	
   

  
	
  19.

  	
  Single Sum
  Distributions upon Separation from Service (Articles 5.1A(c) and 5.1B(c) of the
  Plan).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  At the time a
  distributable event set forth under Article 5.3 of the Plan occurs, if a
  Participant’s Account balance is less than an amount specified below and a
  Participant has not already attained the minimum Age specified below, such
  Account balance shall be distributed to the Participant in a single sum in
  accordance with the Timing of Distributions and Processing Schedule stated
  above (complete if applicable): 

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Minimum Age (check one):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (i)

  	
  No minimum Age.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (ii)

  	
  Minimum Age        .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Minimum Account Balance
  (check one):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (i)

  	
  No minimum account
  balance.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (ii)

  	
  $10,000.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (iii)

  	
  $50,000 (must be
  greater than $10,000 but not to exceed $100,000).

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Change in the Form,
  Timing or Processing Schedule of Distribution upon Separation from Service (Article 4.4(b) of the Plan)
  (check one):

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Not permitted.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (b)

  	
  Permitted.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  A Participant may elect
  to change his or her form, timing or processing schedule under the Plan (check one):

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  o

  	
  (1)  Permitted
  only during an Election Period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13

















 


	
   

  	
   

  	
   

  	
  x

  	
  (2) Permitted
  at any time consistent with Code section 409A.

   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Maximum number of times
  a Participant may elect to change either the form or timing of distribution (check one, if applicable):

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  x

  	
  (1) No limit.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  o

  	
  (2) Number of
  changes:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part VI
  — Forms and Timing of Distributions as of a Specified Time

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  Form of
  Distribution as of a Specified Time (Article 5.2 of the Plan).  Applies to all contribution sources (select options to be available):

  
	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  Not
  permitted.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Lump
  sum distribution.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (c)

  	
  Partial
  distribution up to 100% (must be in whole percentages).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (d)

  	
  Partial
  distribution in dollar amounts.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (e)

  	
  Equal
  installment payments of entire account. 
  Installment provisions are the same as the Forms of Distribution upon
  Separation from Service.

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Processing Schedule for
  Distributions as of a Specified Time (Article 5.2(a) of the Plan).

  
	
   

  	
   

  
	
   

  	
  A Participant may
  designate to receive a distribution as of (select options to be
  available):

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  January 1 of the
  year of payout.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Any
  month during the calendar year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (c)

  	
  Any quarter during the
  calendar year.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (d)

  	
  The 1st or 7th month of the
  calendar year.

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  Distribution as of
  Specified Time Waiting Period.  (Article 5.2(c) of
  the Plan) (check one, if applicable):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  No
  sooner than the January 1st of the year following year of deferral.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  No
  sooner than the January 1st that is     years
  following the year of deferral (must be two or more years).

  



 


14

















 


	
  24.

  	
  Change
  in Form, Timing or Processing Schedule of Distributions as of a Specified
  Time (Article 4.4(b) of the Plan) (check
  one, if applicable):

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Not permitted.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Permitted.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  A Participant may elect
  to change his or her Form of Distribution to another Form of
  Distribution under the Plan (check one):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (1)

  	
  Permitted only during
  an Election Period.

  
	
   

  	
   

  	
  o

  	
  (2)

  	
  Permitted at any time
  consistent with Code section 409A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Maximum number of times
  a Participant may elect to change either the Form or Timing of
  distribution (check one, if applicable):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (1)

  	
  No limit.

  
	
   

  	
   

  	
  o

  	
  (2)

  	
  Number of changes:
            .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part VII
  - Forms and Timing of Distributions Upon Other Events

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  Accelerated Payment Exceptions (Article 5.12 of the Plan)  

  
	
   

  	
   

  
	
   

  	
  In
  accordance with the terms of the plan, an accelerated payment may be made on
  behalf of an active or terminated participant may be paid under certain
  circumstance.  Such circumstances are
  to comply with a domestic  relations order, conflicts of
  interest,  cashout if the annual amount
  does not exceed the IRS Code Section 402(g) limit, tax withholding,
  plan termination and liquidation,  cancellation
  of deferral elections due to disability, unforeseeable emergency or
  hardship,  409A violation or certain
  offsets to cover a debt owed to the company not to exceed $5,000 per calendar
  year. (check
  one; if not checked, the first box below is the default election):

  
	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  The
  plan will provide for the accelerated payment exception.

  
	
   

  	
  o

  	
  (b)

  	
  The
  plan will not provide for the accelerated payment exception.

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  Determination and
  Distribution upon Disability  (Articles 2.15 and 5.4 of the Plan).

  
	
   

  	
   

  
	
   

  	
  If a Participant
  becomes Disabled while employed with the Employer, the unpaid portion of his
  or her Participant’s Account balance, if any, shall be distributed in a
  single sum.

  
	
   

  	
   

  
	
   

  	
  A
  Participant shall be deemed Disabled (check one; if not checked, the first box below
  is the default definition):

  
	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  In
  accordance with a disability insurance program sponsored by the Employer,
  provided the definition set forth in the program satisfies the requirements
  of Article 2.15(a) of the Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  By
  the Social Security Administration.

  
	
   

  	
   

  	
   

  	
   

  



 


15

















 


	
   

  	
  o

  	
  (c)

  	
  In the Plan
  Administrator’s sole discretion, subject to the requirements of Article 2.15(a) of
  the Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
  Distributions upon
  Death (Article 5.5
  of the Plan).

  
	
   

  	
   

  
	
   

  	
  If a Participant dies
  while employed with the Employer, the unpaid portion of his
  or her Participant’s Account balance, if any, shall be distributed in a single sum.

  
	
   

  	
   

  
	
  28.

  	
  Withdrawals for an
  Unforeseeable Emergency (Articles 2.50 and 5.6 of the Plan) (check one):

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Not permitted.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (b)

  	
  Permitted.

  
	
   

  	
   

  
	
  29.

  	
  Termination of Deferral
  Agreement upon Withdrawals for an Unforeseeable Emergency (Article 5.6(b) of
  the Plan)

  
	
   

  	
   

  
	
   

  	
  A
  Participant’s Deferral Agreement shall terminate as soon as practicable
  following a withdrawal for an Unforeseeable Emergency or if applicable below,
  a hardship withdrawal from the 401(k) Plan or other plan of the
  Employer.  A Participant will again be
  able to elect to defer into the Plan as of the first Election Period
  immediately following the end of the suspension period.

  
	
   

  	
   

  
	
   

  	
  Check
  (a) below if 401(k) Plan or other plan of the Employer has a
  suspension provision for hardship withdrawals:

  
	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  If
  a Participant’s Deferral Agreement is required to be terminated in order for
  the Participant to receive a hardship distribution under the 401(k) Plan
  or other plan of the Employer, a Participant’s Deferral Agreement will
  terminate as soon as practicable following a withdrawal for a hardship
  distribution under the 401(k) Plan or other plan of the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  No
  suspension provision for hardship withdrawals.

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  Distribution upon a Change in
  Control Event  (Article 5.7 of the Plan).

  
	
   

  	
   

  
	
   

  	
  Upon
  a Change in Control Event, the unpaid portion of a Participant’s Account
  balance, if any, shall be distributed as follows (check one; if not checked, the
  first box is the default option):

  
	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  A single sum as soon as
  administratively possible following a Change in Control Event that occurs on
  or after January 1, 2009.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  No distribution upon a
  Change in Control Event.

  
	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  Intervening
  Distributable Events (Article 5.8 of the Plan).

  
	
   

  	
   

  



 


16

















 


	
   

  	
  If
  a Participant is
  currently receiving a distribution in installments upon Separation from
  Service, then in lieu of the foregoing distribution form(s), the remainder of
  the Participant’s Account balance will be distributed in a single sum upon
  the occurrence of (select options to be available, if
  applicable):

  
	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  Disability.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (b)

  	
  Death.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (c)

  	
  Unforeseeable
  Emergency. (An amount may not exceed the amount necessary to satisfy such
  Emergency and the balance of installments will be recalculated.)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (d)

  	
  Change in Control.

  
	
   

  	
   

  
	
  32.

  	
  Transfer to 401(k) Plan
  (“Tandem Plan”)
  (check one; if not checked, the first box is the
  default option):

  
	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  Not applicable.  No transfer to 401(k) plan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Transfer to 401(k) Plan
  - As of the end of each calendar year (and not later than January 31 of
  the next following calendar year), the Employer shall determine the maximum
  amount that may be contributed to the 401(k) Plan on behalf of each
  Participant as a salary deferral contribution with respect to the
  corresponding plan year of the 401(k) Plan.  The Employer’s determination of the maximum
  amount that may be contributed to the 401(k) Plan on behalf of each
  Participant shall be conclusive. 
  Unless the Participant has elected to have such amount contributed to
  the 401(k) Plan as a salary deferral contribution, the amount (exclusive
  of any earnings credited under this Plan) so determined with respect to the
  Participant (but not in excess of the Participant’s Deferred Compensation for
  that calendar year) shall be paid in a single sum to the Participant as soon
  as is practicable after such computation is made.  If such payment is paid to a Participant
  after December 31 of the year in which the Deferred Compensation is
  earned, it shall nonetheless be treated by the Employer and reported on the
  Participant’s Form W-2 as wages paid in the year the Deferred
  Compensation was earned.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Each Participant may
  elect to have the amount otherwise payable to the Participant contributed to
  the 401(k) Plan as a salary deferral contribution. Such election must be
  made not later than December 31 of the calendar year preceding the
  calendar year for which the Deferred Compensation election is made, and such
  election may not be revoked after that date. 
  If such election is made, the Employer shall contribute such amount (exclusive
  of any earnings credited under this Plan) to the 401(k) Plan as soon as
  is practicable after the end of the plan year that corresponds with the
  calendar year for which the election was made.  The Employer shall also contribute to the
  401(k) Plan any matching contributions that are due from the Employee
  for such plan year.  The Participant’s
  Account shall be 

  
	
   

  	
   

  	
   

  	
   

  



 


17

















	
   

  	
   

  	
   

  	
  debited by the amount
  of such contributions. Notwithstanding any otherwise conflicting provision in
  this Plan, a Participant’s election with respect to a calendar year shall not
  be given effect, and the Employer shall not make a contribution to the 401(k) Plan
  on behalf of such Participant for such calendar year, unless such Participant
  is in the employ of the Employer on the last day of such calendar year.

   

  
	
   

  	
   

  	
   

  	
   

  
	
  Part VIII
  — Vesting

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  Salary Reduction
  Contributions (Article 8.1
  of the Plan).

  
	
   

  	
   

  
	
   

  	
  Salary Reduction
  Contributions and Performance-Based Compensation shall be 100 percent vested
  immediately.

  
	
   

  	
   

  
	
  34.

  	
  Matching Contributions (Article 8.1 of the Plan).

  
	
   

  	
   

  
	
   

  	
  A Participant shall be
  100% vested upon Death, Disability, Retirement Age or Plan Termination.  Matching Contributions shall vest in
  accordance with the following  schedule:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Not applicable.  No Matching Contributions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  100 percent vesting
  immediately.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (c)

  	
  3 year cliff:

  
	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
  0 percent

  	
  0-2

  
	
   

  	
   

  	
  100 percent

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (d)

  	
  5 year cliff:

  	
   

  
	
   

  	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
   

  	
  0 percent

  	
  0-4

  
	
   

  	
   

  	
   

  	
  100 percent

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (e)

  	
  6 year graded:

  	
   

  
	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
  0 percent

  	
  0-1

  
	
   

  	
   

  	
  20 percent

  	
  2

  
	
   

  	
   

  	
  40 percent

  	
  3

  
	
   

  	
   

  	
  60 percent

  	
  4

  
	
   

  	
   

  	
  80 percent

  	
  5

  
	
   

  	
   

  	
  100 percent

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (f)

  	
  7 year graded:

  	
   

  
	
   

  	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
   

  	
  0 percent

  	
  0-2

  
	
   

  	
   

  	
   

  	
  20 percent

  	
  3

  
	
   

  	
   

  	
   

  	
  40 percent

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  



18

















 


	
   

  	
   

  	
   

  	
  60 percent

  	
  5

  
	
   

  	
   

  	
   

  	
  80 percent

  	
  6

  
	
   

  	
   

  	
   

  	
  100 percent

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (g)

  	
  Other  5 year graded

  	
   

  
	
   

  	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
   

  	
  0 percent

  	
  0

  
	
   

  	
   

  	
   

  	
  20 percent

  	
  1

  
	
   

  	
   

  	
   

  	
  40 percent

  	
  2

  
	
   

  	
   

  	
   

  	
  60 percent

  	
  3

  
	
   

  	
   

  	
   

  	
  80 percent

  	
  4

  
	
   

  	
   

  	
   

  	
  100 percent

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  Nonelective Employer
  Contributions (Article 8.1
  of the Plan).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A Participant shall be
  100% vested upon Death, Disability, Retirement Age or Plan Termination.  Nonelective Employer Contributions shall
  vest in accordance with the following schedule (default
  to Matching Contribution Vesting Schedule if nothing checked):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Not applicable.  No Nonelective Employer Contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  100 percent vesting
  immediately.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (c)

  	
  3 year cliff:

  	
   

  
	
   

  	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
   

  	
  0 percent

  	
  0-2

  
	
   

  	
   

  	
   

  	
  100 percent

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (d)

  	
  5 year cliff:

  	
   

  
	
   

  	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
   

  	
  0 percent

  	
  0-4

  
	
   

  	
   

  	
   

  	
  100 percent

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (e)

  	
  6 year graded:

  	
   

  
	
   

  	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
   

  	
  0 percent

  	
  0-1

  
	
   

  	
   

  	
   

  	
  20 percent

  	
  2

  
	
   

  	
   

  	
   

  	
  40 percent

  	
  3

  
	
   

  	
   

  	
   

  	
  60 percent

  	
  4

  
	
   

  	
   

  	
   

  	
  80 percent

  	
  5

  
	
   

  	
   

  	
   

  	
  100 percent

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (f)

  	
  7 year graded:

  	
   

  
	
   

  	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
   

  	
  0 percent

  	
  0-2

  
	
   

  	
   

  	
   

  	
  20 percent

  	
  3

  
	
   

  	
   

  	
   

  	
  40 percent

  	
  4

  
	
   

  	
   

  	
   

  	
  60 percent

  	
  5

  



 


19

















 


	
   

  	
   

  	
   

  	
  80 percent

  	
  6

  
	
   

  	
   

  	
   

  	
  100 percent

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (g)

  	
  Other 
  5 year graded:

  	
   

  
	
   

  	
   

  	
   

  	
  Percentage

  	
  Years of Service

  
	
   

  	
   

  	
   

  	
  0 percent

  	
  0

  
	
   

  	
   

  	
   

  	
  20 percent

  	
  1

  
	
   

  	
   

  	
   

  	
  40 percent

  	
  2

  
	
   

  	
   

  	
   

  	
  60 percent

  	
  3

  
	
   

  	
   

  	
   

  	
  80 percent

  	
  4

  
	
   

  	
   

  	
   

  	
  100 percent

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part IX
  — Miscellaneous

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  Year of Service is
  defined as follows:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Not applicable.  All contributions are 100% vested.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Not applicable.  No Employer contributions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (c)

  	
  Year of Service as
  defined in 401(k) Plan of the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (d)

  	
  Other             .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
  Plan Investments (Article 6
  of the Plan) (check one; if not checked, the first box is the default option):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  (a)

  	
  Participants
  will be permitted to request the investment of the deferred amounts from a
  menu of investment alternatives made available by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Participants
  will not be permitted to request the investment of the deferred
  amounts from a menu of investment alternatives made available by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (c)

  	
  Participants
  will be permitted to make a phantom investment election of the deferred
  amounts from a menu of investment alternatives made available by the
  Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (c)

  	
  Notional
  Investment Rate but Plan assets are not specifically set aside from
  Employer’s general assets.

  
	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
  Addendum Items:

  
	
   

  	
   

  
	
   

  	
  Code Section 409A
  Transition Relief Payment Elections

  
	
   

  	
   

  



 


20

















 


No later than December 31,
2008, a Participant may elect on a form provided by the Plan Administrator to make
a new time and form of distribution election with respect to any amounts that
would not otherwise be payable under the Plan to the Participant in 2008; provided
no such new election may cause an amount to be paid under the Plan to the
Participant in 2008 that would not otherwise be payable in 2008.


 


This Addendum is intended
to comply with the transition relief provisions of Section 3.02 of
Internal Revenue Service Notice 2007-86 (2007-46 IRB Nov. 13, 2007) and
any subsequent applicable notice or guidance under Section 409A of the
Code and shall be interpreted in a manner consistent with such intent.


 


39.                                 State Law (Article 10.7 of the Plan).


 


This
Plan shall be construed under the laws of the State of  North Carolina.


 


 


 


 


Execution


 


By executing this Adoption
Agreement, the undersigned sponsoring Employer hereby adopts the Plan.  The selections and specifications contained
in this Adoption Agreement and the terms, provisions and conditions provided in
the Diversified Investment Advisors, Inc. Specimen Nonqualified Deferred
Compensation Plan Document constitute the Plan. 
No other plan document may be used with this Adoption Agreement.


 


The sponsoring Employer
further understands and acknowledges that:


 


·                  Diversified Investment Advisors, Inc.
is not a Party to the Plan and shall not be responsible for any tax or legal
aspects of their Plan.  The sponsoring
Employer assumes responsibility for these matters.


 


·                  The sponsoring Employer has counseled, to
the extent necessary, with its own selected legal and tax advisors.


 


·                  The obligations of Diversified Investment
Advisors, Inc. shall be governed solely by the provisions of Diversified’s
contracts and policies; there is no requirement that Diversified Investment
Advisors, Inc. look into any action taken by the Plan Administrator or the
Employer, and Diversified Investment Advisors, Inc. and its affiliates
shall be fully protected in taking, permitting or omitting any action on the
basis of the actions of the Plan Administrator or Employer.


 


·                  Diversified Investment Advisors, Inc.
shall incur no liability for carrying out actions as directed by the Employer
or Plan Administrator.


 


·                  Diversified Investment Advisors, Inc.
shall be under no obligation to update this Adoption Agreement or the
Diversified Investment Advisors, Inc. Nonqualified Deferred Compensation
Plan Document for any subsequent changes in applicable law.


 


21

















 


IN WITNESS WHEREOF, the
Sponsoring Employer has caused this Adoption Agreement to be executed by a duly
authorized representative this 31st day of December, 2008.


 


	
  Attest:

  	
  /s/ Gary C. Garvey

  
	
   

  	
  FairPoint
  Communications, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Gary C. Garvey

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior
  Vice President, Human Resources

  



 


22