STERLING CHEMICALS, INC. EIGHTH AMENDED AND RESTATED SAVINGS AND INVESTMENT PLAN




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##### 



Nonstandardized 401(k) Plan
 ADOPTION AGREEMENT #005
NONSTANDARDIZED 401(k) PLAN
[ Related Employers only ]
 All Election references within this Adoption Agreement are Adoption
Agreement Elections. All Article or Section references are basic plan document references.
Numbers in parentheses which follow election numbers are basic plan document references.
 ARTICLE I
DEFINITIONS
 EMPLOYER (1.23)
 Name: Sterling Chemicals, Inc.Address: 333 Clay Street, Houston, Texas 77002Phone number: 713 650 3700E-mail (optional):Employers Taxable Year: ends each 12/31EIN: 76-0502785
 PLAN (1.40)
 Name: Sterling Chemicals, Inc. Eighth Amended and Restated Savings and Investment PlanPlan number: 003 (3-digit number for Form 5500 reporting)Trust EIN (optional):
 PLAN/LIMITATION YEAR (1.42/1.33) (Complete (a) and (b))
 Note: Complete any applicable blanks under Election 3 with a specific date, e.g., June 30 OR
the last day of February OR the first Tuesday in January. In the case of a Short Plan Year or a
Short Limitation Year, include the year, e.g., May 1, 2008.
 (a)
    
    Plan Year(Choose one of (1) or (2) and choose (3) if applicable):
 (1)
    þ
    December 31.(2)
    [n/a]
    Fiscal Plan Year:ending: .(3)
    [n/a]
    Short Plan Year:commencing:  and ending: .
 (b)
    
    Limitation Year(Choose one of (1) or (2) and choose (3) if applicable):
 (1)
    þ
    Generally same as Plan Year.The Limitation Year is the same as the Plan Year
except where the Plan Year is a short year in which event the Limitation Year is always a
12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan
amendment.(2)
    [n/a]
    Different Limitation Year:ending: .(3)
    [n/a]
    Short Limitation Year:commencing:  and ending: .
 EFFECTIVE DATE (1.19) (Choose one of (a), (b),
or (c). Choose (d) if applicable)
 (a)
    [n/a]
    New Plan.The Plans Effective Date is: .(b)
    þ
    Restated Plan.The Plans restated Effective Date is: January 1, 2009. The Plans original Effective Date
was: August 1, 1986.
 Note If this Plan is an EGTRRA restatement:
(i) the EGTRRA restatement Effective Date must be the later of the beginning of the 2002 Plan Year
or the Plans original Effective Date; and (ii) if specific Plan provisions, as reflected in this
Adoption Agreement, do not date back to the EGTRRA restatement Effective Date, indicate as such in
Appendix A.
  1




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##### 



Nonstandardized 401(k) Plan
 (c)
    [n/a]
    Restatement of surviving and merging plans.The Plan restates two (or more) plans
(Complete (1) and (2). Choose (3) as applicable):
 (1)
    
    This (surviving) Plan.The Plans restated Effective Date is: . The Plans original
Effective Date was: .
 Note: If this Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date must be the
later of the beginning of the 2002 Plan Year or the Plans original Effective Date; and (ii) if
specific Plan provisions, as reflected in this Adoption Agreement, do not date back to the EGTRRA
restatement Effective Date, indicate as such in Appendix A.
 (2)
    
    Merging plan.The
 Plan was or will be merged into this surviving Plan as of: . The merging
plans restated Effective Date is: . The merging plans
original Effective Date was: .
 [See the Note under Election4(c)(1)if this document is the merging plans EGTRRA
restatement.]
 (3)
    [n/a]
    Additional merging plans.The following additional plans were or will be merged
into this surviving Plan (Complete a. and b. as applicable):
 Restated
    
    
    OriginalName of merging plan
    
    Merger date
    
    
    Effective Date
    
    
    Effective Datea.b.
 (d)
    [n/a]
    Special Effective Date for Elective Deferral provisions:&n
bsp;
 TRUSTEE (1.65) (Choose one of (a),
(b), (c), (d), or (e). Choose (f) if applicable)
 (a)
    [n/a]
    A discretionary Trustee.See Section 8.02(A).(b)
    [n/a]
    [n/a] A nondiscretionary (directed) Trustee or Custodian.See Section 8.02(B).(c)
    [n/a]
    A Trustee under the Prudential Trust Company Trust Agreement, a separate trust agreement the Trustee has
executed and that the IRS has approved for use with this Plan. Under this Election 5(c): (i) the Trustee is not
executing the Adoption Agreement; and (ii) Article VIII of the basic plan document and any other basic plan
document provisions which affect the Trustee do not apply, except as indicated otherwise in the separate trust
agreement. See Section 8.11(C).(d)
    þ
    A Trustee under the Prudential Bank & Trust Company, FSB Trust Agreement, a separate trust agreement the Trustee
has executed and that the IRS has approved for use with this Plan. Under this Election 5(d): (i) the Trustee is
not executing the Adoption Agreement; and (ii) Article VIII of the basic plan document and any other basic plan
document provisions which affect the Trustee do not apply, except as indicated otherwise in the separate trust
agreement. See Section 8.11(C).(e)
    [n/a]
    A Trustee under the Pre-Approved Trust Agreement, a separate trust agreement the Trustee has executed and that
the IRS has approved for use with this Plan. Under this Election 5(e): (i) the Trustee is not executing the
Adoption Agreement; and (ii) Article VIII of the basic plan document and any other basic plan document
provisions which affect the Trustee do not apply, except as indicated otherwise in the separate trust agreement.
See Section 8.11(C).(f)
    [n/a]
    Permitted Trust amendments apply.Under Section 8.11 the Employer in Appendix C has made certain permitted
amendments to the Trust. Such amendments do not constitute a separate trust under Election 5(c), 5(d), or 5(e).
 CONTRIBUTION TYPES (1.12) (Choose one or more of (a) through
(h) as applicable. Choose (i) if applicable)
 (a)
    þ
    Pre-Tax Deferrals.See Section 3.02 and Elections 20-23.(b)
    [n/a]
    Roth Deferrals.See Section 3.02(E) and Elections 20, 21,
and 23. [Note: The Employer may not limit Elective
Deferrals to Roth Deferrals only.](c)
    þ
    Matching.See Sections 1.34 and 3.03 and Elections 24-26.
[Note: The Employer may make an Operational QMAC without
electing6(c). See Section 3.03(C)(2).](d)
    [n/a]
    Nonelective.See Sections 1.37 and 3.04 and Elections
27-29. [Note: The Employer may make an Operational QNEC
without electing6(d). See Section 3.04(C)(2).](e)
    [n/a]
    Safe Harbor/Additional Matching.The Plan is (or pursuant
to a delayed election, may be) a safe harbor 401(k) Plan.
The Employer will make (or under a delayed election, may
make) Safe Harbor Contributions as it elects in Election
30. The Employer may or may not make Additional Matching
Contributions as it elects in Election 30. See Election 26
as to matching Catch-Up Deferrals. See Section 3.05.(f)
    þ
    Employee (after-tax).See Section 3.09 and Election 35.(g)
    [n/a]
    SIMPLE401(k).The Plan is a SIMPLE 401(k) Plan. See
Section 3.10. The Employer operationally will elect for
each Plan Year to make a SIMPLE Matching Contribution or a
SIMPLE Nonelective Contribution as described in Section
3.10(E). The
  2




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Nonstandardized 401(k) Plan
 Employer must notify Participants of the Employers SIMPLE contribution election and of the Participants deferral election rights and
limitations within a reasonable period of time before the 60th day prior to the beginning of the Plan Year. [Note: The Employer
electing6(g)may not elect any other Contribution Types except under Elections6(a),6(b), and6(h).]
 (h)
    [n/a]
    Designated IRA.See Section 3.12 and Election 36.(i)
    [n/a]
    None (frozen plan).The Plan is/was frozen effective as of:
. See Sections 3.01(J) and 11.04.
 Note: Elections 20 through 30 and Elections 35 through 37 do not apply to any Plan Year in which
the Plan is frozen.
 DISABILITY (1.15) (Choose one of (a) or (b))
 (a)
    þ
    Basic Plan.Disability as defined in Section 1.15(A).(b)
    [n/a]
    Describe:&n
bsp;&nb
sp;
 Note: The Employer may elect an alternative definition of Disability for purposes of Plan
distributions. However, the use of an alternative definition may result in loss of favorable tax
treatment of the Disability distribution.
 EXCLUDED EMPLOYEES (1.21(D)) (Choose one of (a) or (b))
 Note: Regardless of the Employers elections under Election 8: (i) Employees of any Related
Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer
becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded
Employees unless the Employer in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3) and
1.23(D).
 (a)
    [n/a]
    No Excluded Employees.All Employees are Eligible Employees as to all Contribution Types.(b)
    þ
    Exclusions.The following Employees are Excluded Employees (either as to all Contribution Types or to the
designated Contribution Type) (Choose one or more of (1) through (7) as applicable):
 Note: For this Election 8, unless described otherwise in Election 8(b)(7), Elective Deferrals
includes Pre-Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions.
Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective
includes all Nonelective Contributions except Safe Harbor Nonelective Contributions.
 (1)
    
    
    
    
    
    (2)All
    
    
    
    
    
    Elective
    
    (3)
    
    (4)Contributions
    
    
    
    
    
    Deferrals
    
    Matching
    
    Nonelective(1
    )
    
    
    [n/a]
    
    
    No exclusions.No exclusions as to the
    
    
    N/A
    
    
    
    
    
    
    
    o
    
    
    
    o
    
    
    
    odesignated Contribution Type.
    
    (See Election8
    (a))(2
    )
    
    
    þ
    
    
    Collective Bargaining (union) Employees.
    
    
    þ
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    oAs described in Code §410(b)(3)(A).
See Section 1.21(D)(1).(3
    )
    
    
    [n/a]
    
    
    Non-Resident Aliens.As described in Code §410(b)(3)(C). See Section 1.21(D)(2).
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(4
    )
    
    
    [n/a]
    
    
    HCEs.See Section 1.21(E). See Election 30(e) as to exclusion of some or all HCEs
from Safe Harbor Contributions.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(5
    )
    
    
    [n/a]
    
    
    Hourly paid Employees.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(6
    )
    
    
    [n/a]
    
    
    Part-Time/Temporary/Seasonal Employees.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    oSee Section 1.21(D)(4). A Part-Time,
Temporary or Seasonal Employee is an Employee
whose regularly scheduled Service is less than
 (specify a maximum of 1,000)
Hours of Service in the relevant Eligibility
Computation Period.
 Note: If the Employer under Election 8(b)(6) elects to treat Part-Time, Temporary and Seasonal
Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of
Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible
Employee. See Section 1.21(D)(4)
 (7)
    þ
    Describe exclusion category and/or Contribution Type:exclude Employees
regularly scheduled to work outside of the US (e.g., Exclude Division B
Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)
  3




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##### 



Nonstandardized 401(k) Plan
 Note: Any exclusion under Election 8(b)(7), except as to Part-Time/Temporary/Seasonal Employees,
may not be based on age or Service or level of Compensation. See Election 14 for eligibility
conditions based on age or Service.
 COMPENSATION (1.11(B)) (Choose
one or more of (a) through (d) as applicable)
 Note: For this Election 9 all definitions include Elective Deferrals unless excluded under
Election 11. See Section 1.11(D). Unless described otherwise in Election 9(d), Elective Deferrals
includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all
Matching Contributions and Nonelective includes all Nonelective Contributions. In applying any Plan
definition which references Section 1.11 Compensation, where the Employer in this Election 9 elects
more than one Compensation definition for allocation purposes, the Plan Administrator will use W-2
Wages for such other Plan definitions if the Employer has elected W-2 Wages for any Contribution
Type or Participant group under Election 9. If the Employer has not elected W-2 Wages, the Plan
Administrator for such other Plan definitions will use 415 Compensation.
 (1)
    
    
    
    
    
    (2)All
    
    
    
    
    
    Elective
    
    (3)
    
    (4)Contributions
    
    
    
    
    
    Deferrals
    
    Matching
    
    Nonelective(a
    )
    
    
    
    [n/a]
    
    
    W-2 Wages (plus Elective Deferrals).
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    oSee Section 1.11(B)(1).(b
    )
    
    
    
    [n/a]
    
    
    Code §3401 Federal Income Tax Withholding Wages (plus Elective
Deferrals).See Section 1.11(B)(2).
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(c
    )
    
    
    
    [n/a]
    
    
    415 Compensation (simplified).
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    oSee Section 1.11(B)(3).[Note: The Employer may elect an alternative
general 415 Compensation definition by
electing 9(c) and by electing the alternative
definition in Appendix B. See Section 1.11(B)(4).](d
    )
    
    
    
    þ
    
    
    Describe Compensation by Contribution Type or by Participant group:For purposes of Elective Deferrals, Compensation is cash compensation paid for services rendered
including elective salary reduction, but only to the extent that such cash compensation does not exceed straight time pay plus overtime plus shift differential. For
purposes of Matching Contributions, Compensation excludes overtime plus shift differential.
 Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available
under Elections 9(a), (b), or (c), or a combination thereof as to a Participant group (e.g., W-2
Wages for Matching Contributions for Division A Employees and 415 Compensation in all other cases);
and/or (ii) define the Contribution Type column headings in a manner which differs from the
all-inclusive description in the Note immediately preceding Election 9(a) (e.g., Compensation for
Safe Harbor Matching Contributions means W-2 Wages and for Additional Matching Contributions means
415 Compensation).
 PRE-ENTRY/POST-SEVERANCE COMPENSATION (1.11(H)/(I)) (Complete (a). Choose (b). if applicable)
 Note: The Plan does not take into account Post-Severance Compensation unless the Employer elects
otherwise in Appendix B or except as otherwise specified in a Plan amendment. For this Election 10,
unless described otherwise in Election 10(b), Elective Deferrals includes Pre-Tax Deferrals, Roth
Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective
includes all Nonelective Contributions.
 (1)
    
    
    
    
    
    (2)All
    
    
    
    
    
    Elective
    
    (3)
    
    (4)Contributions
    
    
    
    
    
    Deferrals
    
    Matching
    
    Nonelective(a)
    
    
    
    
    [n/a]
    
    
    Pre-Entry Compensation.Includes (Choose
(1) and (2) as applicable):(1)
    
    
    [n/a]
    
    
    Plan Year.Compensation for the entire Plan Year which includes the Participants
Entry Date.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(2)
    
    
    [n/a]
    
    
    Participating Compensation.Only Participating Compensation. See Section 1.11(H)(1).
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o
 Note: Under a Participating Compensation election, in applying any Adoption Agreement elected
contribution limit or formula, the Plan Administrator will count only the Participants
Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation.
 (b)
    [n/a]
    Describe Pre-Entry Compensation by Contribution Type or by Participant group:&n
bsp;
 Note: Under Election 10(b), the Employer may: (i) elect Compensation from the elections available
under Election 10(a) or a combination thereof as to a Participant group (e.g., Participating
Compensation for all Contribution Types as to Division A Employees, Plan Year
  4




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##### 



Nonstandardized 401(k) Plan
 Compensation for all Contribution Types to Division B Employees); and/or (ii) define the
Contribution Type column headings in a manner which differs from the all-inclusive description in
the Note immediately preceding Election 10(a) (e.g., Compensation for Nonelective Contributions is
Participating Compensation and for Safe Harbor Nonelective Contributions is Plan Year
Compensation).
 EXCLUDED COMPENSATION (1.11(G)) (Choose one of (a) or (b))
 (a)
    [n/a]
    No exclusions.Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10.(b)
    þ
    Exclusions.Exclude the following (Choose one or more of (1) through (9) as applicable):
 Note: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors
must be based on a non-discriminatory definition of Compensation. If the Plan applies permitted
disparity, allocations also must be based on a non-discriminatory definition of Compensation if the
Plan is to avoid more complex testing. Elections 11(b)(4) through (b)(9) may cause allocation
Compensation to fail to be non-discriminatory. In a non-safe harbor 401(k) plan, Elections 11(b)(4)
through (b)(9) which result in Compensation failing to be non-discriminatory may result in more
complex nondiscrimination testing. For this Election 11, unless described otherwise in Election
11(b)(9), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions,
Matching includes all Matching Contributions and Nonelective includes all Nonelective
Contributions
 (1)
    
    
    
    (2)
    
    (3)
    
    (4)All
    
    
    
    ElectiveContributions
    
    
    
    Deferrals
    
    Matching
    
    Nonelective(1)
    
    [n/a]
    
    No exclusions-limited.No
exclusions as to the designated
Contribution Type(s).
    
    o
(See
Election 11(a))
    
    
    
    N/A
    
    o
    
    o(2)
    
    [n/a]
    
    Elective Deferrals.See Section 1.20.
    
    N/A
    
    
    
    N/A
    
    o
    
    o(3)
    
    [n/a]
    
    Fringe benefits.As described in Treas.
Reg. §1.414(s)-1(c)(3).
    
    o
    
    OR
    
    o
    
    o
    
    o(4)
    
    [n/a]
    
    Compensation exceeding $.
    
    o
    
    OR
    
    o
    
    o
    
    oApply this election to (Choose one of a. or b.):a.
    
    [n/a] All Participants.[Note: If the Employer
elects Safe Harbor Contributions under
Election 6(e), the Employer may not
elect 11(b)(4)a. to limit the Safe Harbor
Contribution allocation to the NHCEs.]b.
    
    [n/a] HCE Participants only.(5)
    
    [n/a]
    
    Bonus.
    
    o
    
    OR
    
    o
    
    o
    
    o(6)
    
    [n/a]
    
    Commission.
    
    o
    
    OR
    
    o
    
    o
    
    o(7)
    
    þ
    
    Overtime.
    
    o
    
    OR
    
    o
    
    þ
    
    o(8)
    
    [n/a]
    
    Related Employers.See Section 1.23(C).(If there are Related Employers, choose one or
both of a. and b. as applicable):a.
    
    [n/a]   Non-Participating.Compensation paid to
Employees by a Related Employer that is
not a Participating Employer.
    
    o
    
    OR
    
    o
    
    o
    
    ob.
    
    [n/a]   Participating.As to the Employees of any
Participating Employer, Compensation paid
by any other Participating Employer to its
Employees. See Election 28(g)(2)a.
    
    o
    
    OR
    
    o
    
    o
    
    o
 (9)
    þ
    Describe Compensation exclusion(s):For purposes of Matching Contributions, Compensation excludes overtime plus shift differential.
 Note: Under Election 11(b)(9) , the Employer may: (i) describe Compensation from the elections
available under Elections 11(b)(1) through (8), or a combination thereof as to a Participant
group (e.g. No exclusions as to Division A Employees and exclude bonus as to Division B
Employees); (ii) define the Contribution Type column headings in a manner which differs from
the all-inclusive description in the Note immediately preceding Election 11(b)(1) (e.g.,
Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe
Harbor Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe
another exclusion (e.g., Exclude shift differential pay).
  5




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##### 



Nonstandardized 401(k) Plan
 HOURS OF SERVICE (1.31) (Choose one or more of (a)
through (e) as applicable)
 (1)
    
    
    
    (2)
    
    (3)
    
    (4)All
    
    
    
    
    
    
    
    AllocationPurposes
    
    
    
    Eligibility
    
    Vesting
    
    Conditions(a)
    
    [n/a]
    
    Actual Method.See Section 1.31(A)(1).
    
    o
    
    OR
    
    o
    
    o
    
    o(b)
    
    þ
    
    Equivalency Method:95 Hours of Service for each semi monthly payroll period (e.g., daily,
weekly, etc.). See Section 1.31(A)(2).
    
    o
    
    OR
    
    þ
    
    þ(c)
    
    [n/a]
    
    Elapsed Time Method.See Section 1.31(A)(3).
    
    o
    
    OR
    
    o
    
    o
    
    o(d)
    
    [n/a]
    
    Actual (hourly) and Equivalency (salaried).
Actual Method for hourly paid Employees
and Equivalency Method:
    
    o
    
    OR
    
    o
    
    o
    
    o(e.g., daily, weekly, etc.)for salaried Employees.(e)
    
    [n/a]
    
    Describe method:
 Note: Under Election 12(e), the Employer may describe Hours of Service from the elections
available under Elections 12(a) through (d), or a combination thereof as to a Participant group
and/or Contribution Type (e.g. For all purposes, Actual Method applies to office workers and
Equivalency Method applies to truck drivers).
 ELECTIVE SERVICE CREDITING (1.56(C)) (Choose one of (a) or (b))
 (a)
    þ
    Not applicable.No elective Predecessor Employer Service crediting applies.(b)
    [n/a]
    Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service
for the Employer for the purposes indicated (Choose (1) and (2) as applicable. Complete (3). Choose (4) if
applicable):
 Note: Any elective Service crediting under this Election 13 must be nondiscriminatory
 (1)
    [n/a]
    All purposes.Credit Service for all purposes with Predecessor Employer(s): 
(insert as many names as needed).
 (1)
    
    (2)
    
    (3)ContributionEligibility
    
    Vesting
    
    Allocation(2)
    
    [n/a]
    
    Designated purposes.Credit Service with
the following Predecessor Employer(s) for
the designated purpose(s):a.
    
    Employer:
    
    o
    
    o
    
    ob.
    
    Employer:
    
    o
    
    o
    
    oc.
    
    Employer:
    
    o
    
    o
    
    o
 (3)

    Time period.Under Elections 13(b)(1) or (2), the Plan credits (Choose one or more of
a., b., and c. as applicable):
 a.
    [n/a]
    All.All Service under Election(s) 13(b) ,
regardless of when rendered.b.
    [n/a]
    Service after.All Service under Election(s) 13(b) ,
which is or was rendered after:  (specify date).c.
    [n/a]
    Service before.All Service under Election(s) 13(b) , which is or was rendered before: 
(specify date).
 (4)
    [n/a]
    Describe elective Predecessor Employer Service crediting:.
 Note: Under Election 13(b)(4), the Employer may describe service crediting from the elections
available under Elections 13(b)(1) through (3), or a combination thereof as to a Participant group
and/or Contribution Type (e.g., For all purposes credit service with X only on/after 1/1/05 OR
Credit all service for all purposes with entities the Employer acquires after 12/31/04 OR Service
crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching
Contributions).
  6




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##### 



Nonstandardized 401(k) Plan
 ARTICLE II
ELIGIBILITY REQUIREMENTS
 ELIGIBILITY (2.01) (Choose one of (a) or (b))
 Note: If the Employer under a safe harbor plan elects early eligibility for Elective Deferrals
(e.g., less than one Year of Service and age 21), but does not elect early eligibility for any Safe
Harbor Contributions, also see Election 30(f).
 (a)
    þ
    No conditions.No eligibility conditions as to all Contribution Types. Entry is on the
Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next
following Plan Entry Date.
 Note: No eligibility conditions apply to Prevailing Wage Contributions unless the Prevailing Wage
Contract provides otherwise. See Section 2.01(D).
 (b)
    [n/a]
    Conditions.The following eligibility conditions (either as to all Contribution Types
or as to the designated Contribution Type) (Choose one or more of (1) through (8) as
applicable):
 Note: For this Election 14, unless described otherwise in Election 14(b)(8) ), or the context
otherwise requires, Elective Deferrals includes Pre-Tax Deferrals, Roth Elective Deferrals and
Employee Contributions, Matching includes all Matching Contributions (except Safe Harbor Matching
Contributions under Section 3.05(E)(3) and Operational QMACs under Section 3.03(C)(2)) and
Nonelective includes all Nonelective Contributions (except Safe Harbor Nonelective Contributions
under Section 3.05(E)(2) and Operational QNECs under Section 3.04(C)(2)). Safe Harbor includes Safe
Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than one
Year of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See
Section 3.05(F)(3).
 (1)
    
    
    
    (2)
    
    (3)
    
    (4)
    
    (5)All
    
    
    
    Elective
    
    
    
    
    
    SafeContributions
    
    
    
    Deferrals
    
    Matching
    
    Nonelective
    
    Harbor(1)
    
    [n/a]
    
    None.Entry on the Employment
Commencement Date (if that date
is also an Entry Date) or if later, upon
the next following Plan Entry Date.
    
    N/A
(See Election
14(a))
    
    
    
    o
    
    o
    
    o
    
    o(2)
    
    [n/a]
    
    Age (not to exceed age 21).
    
    o
    
    OR
    
    o
    
    o
    
    o
    
    o(3)
    
    [n/a]
    
    One Year of Service.See Election 16(a).
    
    o
    
    OR
    
    o
    
    o
    
    o
    
    o(4)
    
    [n/a]
    
    Two Years of Service(without an intervening
Break in Service). 100% vesting
is required. [Note: Two Years
of Service does not apply to
Elective Deferrals, Safe Harbor
Contributions or SIMPLE
Contributions.]
    
    N/A
    
    
    
    N/A
    
    o
    
    o
    
    N/A(5)
    
    [n/a]
    
    month(s)(not exceeding 12 months
for Elective Deferrals, Safe
Harbor Contributions and SIMPLE
Contributions and not exceeding
24 months for other
contributions). If more than 12
months, 100% vesting is required.
Service need not be continuous
(no minimum Hours of Service
required, and is mere passage of
time).
    
    o
    
    OR
    
    o
    
    o
    
    o
    
    o(6)
    
    [n/a]
    
    month(s) with at least 
Hours of Service in each month(not
exceeding 12 months for Elective
Deferrals, Safe Harbor
Contributions and SIMPLE
Contributions and not exceeding
24 months for other
contributions). If more than 12
months, 100% vesting is required.
If the Employee does not complete
the designated Hours of Service
each month during the specified
monthly time period, the Employee
is subject to the one Year of
Service (or two Years of Service
if elect more than 12 months)
requirement with 1,000 Hours of
Service per Year of Service. The
months during which the Employee
completes the specified Hours of
Service (Choose one of a. or b.):
    
    o
    
    OR
    
    o
    
    o
    
    o
    
    oa.
    
    [n/a] Consecutive.Must be consecutive.
  7




---



##### 



Nonstandardized 401(k) Plan
 (1)
    
    
    
    (2)
    
    (3)
    
    (4)
    
    (5)All
    
    
    
    Elective
    
    
    
    
    
    SafeContributions
    
    
    
    Deferrals
    
    Matching
    
    Nonelective
    
    Harborb.
    
    [n/a] Not consecutive.Need not be
consecutive.(7)
    
    [n/a]
    
    Hours of Service within the
 time period following the
Employees Employment
Commencement Date(not exceeding
12 months for Elective Deferrals,
Safe Harbor Contributions and
SIMPLE Contributions and not
exceeding 24 months for other
contributions). If more than 12
months, 100% vesting is required.
If the Employee does not complete
the designated Hours of Service
during the specified time period
(if any), the Employee is subject
to the one Year of Service (or
two Years of Service if elect
more than 12 months) requirement
with 1,000 Hours of Service per
Year of Service.
    
    o
    
    OR
    
    o
    
    o
    
    o
    
    o
 Note: The Employer may complete the second blank in Election 14(b)(7) with N/A if the Employer
wishes to impose an Hour of Service requirement without specifying a time period within which an
Employee must complete the required Hours of Service.
 (8)
    [n/a]
    Describe eligibility conditions:
 Note: The Employer may use Election 14(b)(8) to describe different eligibility conditions as to
different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility
requirements for Division A Employees and one Year of Service as to Division B Employees). The
Employer also may elect different ages for different Contribution Types and/or to specify different
months or Hours of Service requirements under Elections 14(b)(5), (b)(6), or (b)(7) as to different
Contribution Types. Any election must satisfy Code §410(a).
 SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY) (2.01(E)) (Choose (a) or choose (b) and (c) as applicable)
 (a)
    þ
    No exceptions.Apply to all Employees.
 Note: Elections 15(b) or (c) may trigger a coverage failure under Code §410(b).
 (b)
    [n/a]
    Waiver of eligibility conditions for certain Employees.For all
Contribution Types, apply solely to an Eligible Employee employed
or reemployed by the Employer after
(specify date). If the Eligible Employee was employed or
reemployed by the Employer by the specified date, the Employee
will become a Participant on the latest of: (i) the Effective
Date; (ii) the restated Effective Date; (iii) the Employees
Employment Commencement Date or Re-Employment Commencement Date;
or (iv) on the date the Employee attains age  (not
exceeding age 21).
 Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the
requirements for the eligibility conditions waiver, leave the age blank.
 (c)
    [n/a]
    Describe special eligibility Effective Date(s):
 Note: Under Election 15(c), the Employer may describe special eligibility Effective Dates as to a
Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to
Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or
reemployed by the Employer after January 1, 2007).
 YEAR OF SERVICE  ELIGIBILITY (2.02(A)) (Choose (a), (b), and (c) as applicable)
 Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition
(including any requirement which defaults to such conditions under Elections 14(b)(6), (7), and
(8)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement
election, the Employer should complete Election 16. The Employer should not complete Election 16 if
it elects the Elapsed Time Method for eligibility.
 (a)
    þ
    Year of Service.An Employee must complete 1000 Hour(s)
of Service during the relevant Eligibility Computation
Period to receive credit for one Year of Service under
Article II. [Note: The number may not exceed 1,000. If left
blank, the requirement is 1,000 Hours of Service. Under
Elections14(b)(6)and (b)(7) and under Election14(b)(8)if it incorporates Elections14(b)(6)or (7), the number is
1,000 and the Employer should not supply any other number
in the blank.](b)
    [n/a]
    Subsequent Eligibility Computation Periods.After the
Initial Eligibility Computation Period described in Section
2.02(C)(2), the Plan measures Subsequent Eligibility
Computation Periods as (Choose one of (1), (2), or (3)):
 (1)
    [n/a]
    Plan Year.The Plan Year, beginning with the Plan Year which includes the first
anniversary of the Employees Employment Commencement Date.(2)
    [n/a]
    Anniversary Year.The Anniversary Year, beginning with the Employees second
Anniversary Year.(3)
    [n/a]
    Split.The Plan Year as described in Election 16(b)(1) as to: 
(describe Contribution Type(s))and the Anniversary Year as
described in Election 16(b)(2) as to:  (describe
Contribution Type(s)).
  8




---



##### 



Nonstandardized 401(k) Plan
 Note: To maximize delayed entry under a two Years of Service condition for Nonelective
Contributions or Matching Contributions, the Employer should elect to remain on the Anniversary
Year for such contributions.
 (c)
    
    [n/a]
Describe: 
;
 (e.g., Anniversary Year as to
Division A and Plan Year as to Division B.)
 ENTRY DATE (2.02(D)) (Choose one or more of
(a) through (f) as applicable)
 Note: For this Election 17, unless described otherwise in Election 17(f), Elective Deferrals
includes Pre-Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes
all Matching Contributions (except Operational QMACs under Section 3.03(C)(2)) and Nonelective
includes all Nonelective Contributions (except Operational QNECs under Section 3.04(C)(2)). Entry
as to Prevailing Wage Contributions is on the Employment Commencement Date unless the Prevailing
Wage Contract provides otherwise. See Section 2.02(D).
 (1)
    
    
    
    
    
    (2)All
    
    
    
    
    
    Elective
    
    (3)
    
    (4)Contributions
    
    
    
    
    
    Deferrals
    
    Matching
    
    Nonelective(a)
    
    
    [n/a]
    
    
    Semi-annual.The first day of the first month and of the seventh month of the Plan Year.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(b)
    
    
    [n/a]
    
    
    First day of Plan Year
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(c)
    
    
    [n/a]
    
    
    First day of each Plan Year quarter
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(d)
    
    
    [n/a]
    
    
    The first day of each month
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(e)
    
    
    þ
    
    
    Immediate.Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions.
    
    
    þ
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(f)
    
    
    [n/a]
    
    
    Describe Entry
Date(s):
 Note: Under Election 17(f), the Employer may describe Entry Dates from the elections available
under Elections 17(a) through (e), or a combination thereof as to a Participant group and/or
Contribution Type or may elect additional Entry Dates (e.g., As to Matching Contributions excluding
Additional Matching, immediate as to Division A Employees and semi-annual as to Division B
Employees OR the earlier of the Plans semi-annual Entry Dates or the entry dates under the
Employers medical plan).
 PROSPECTIVE/RETROACTIVE ENTRY DATE (2.02(D)) (Choose one or more of (a) through (f) as
applicable)
 Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer
on the relevant date must become a Participant by the earlier of: (i) the first day of the Plan
Year beginning after the date the Employee completes the age and service requirements of Code
§410(a); or (ii) 6 months after the date the Employee completes those requirements. For this
Election 18, unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax
Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions
(except Operational QMACs under Section 3.03(C)(2)) and Nonelective includes all Nonelective
Contributions, (except Operational QNECs under Section 3.04(C)(2)).
 (1)
    
    
    
    
    
    (2)All
    
    
    
    
    
    Elective
    
    (3)
    
    (4)Contributions
    
    
    
    
    
    Deferrals
    
    Matching
    
    Nonelective(a)
    
    
    þ
    
    

Immediately following or coincident withthe date the Employee completes the eligibility conditions.
    
    
    þ
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(b)
    
    
    [n/a]
    
    
    Immediately followingthe date the Employee completes the eligibility conditions.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(c)
    
    
    [n/a]
    
    

Immediately preceding or coincident withthe date the Employee completes the eligibility conditions.
    
    
    [N/A]
    
    
    
    
    
    [N/A]
    
    
    
    o
    
    
    
    o(d)
    
    
    [n/a]
    
    
    Immediately precedingthe date the Employee completes the eligibility conditions.
    
    
    [N/A]
    
    
    
    
    
    [N/A]
    
    
    
    o
    
    
    
    o(e)
    
    
    [n/a]
    
    
    Nearestthe date the Employee completes the eligibility conditions.
    
    
    [N/A]
    
    
    
    
    
    [N/A]
    
    
    
    o
    
    
    
    o(f)
    
    
    [n/a]
    
    
    Describe retroactive/prospective entry relative to Entry
Date:
 Note: Under Election 18(f), the Employer may describe the timing of entry relative to an Entry
Date from the elections available under Elections 18(a) through (e), or a combination thereof
as to a Participant group and/or Contribution Type (e.g., As to Matching Contributions
excluding Additional Matching nearest as to Division A Employees and immediately following as
to Division B Employees).
  9




---



##### 



Nonstandardized 401(k) Plan
 BREAK IN SERVICE  PARTICIPATION (2.03) (Choose one of (a), (b), or (c))
 (a)
    þ
    Does not apply.(b)
    [n/a]
    Applies.Applies to the Plan and to all Participants.(c)
    [n/a]
    Limited application.Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.
 Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in
Appendix B specifies otherwise. See Section 2.03(D).
 ARTICLE III
PLAN CONTRIBUTIONS AND FORFEITURES
 ELECTIVE DEFERRAL LIMITATIONS (3.02(A)) (Choose (a) or choose (b) and (c) as applicable)
 (a)
    [n/a]
    None.No additional Plan imposed limits.
 Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to
Catch-Up Eligible Participants and the Employers elections must be nondiscriminatory. The elected
limits apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe
harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and
Additional Matching Contribution under the plan and must be permitted to defer any lesser amount;
and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a
whole dollar amount. See Section 1.54(C) as to administrative limitations on Elective Deferrals.
 (b)
    þ
    Additional Plan limit(s).(Choose (1) and (2) as applicable. Complete (3) if (1) or (2) is chosen):
 (1)
    þ
    Maximum deferral amount.A Participants Elective Deferrals may not exceed:
100% (specify dollar amount or percentage of Compensation).(2)
    þ
    Minimum deferral amount.A Participants Elective Deferrals may not be less than:
1% (specify dollar amount or percentage of Compensation).(3)
    Application of limitations.The Election 20(b)(1) and (2) limitations apply based on
Elective Deferral Compensation described in Elections 9  11. If the Employer elects Plan
Year/Participation Compensation under column (1) and in Election 10 elects Participating
Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply
the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation
based on such Compensation during the designated time period and only to HCEs as elected
below. (Choose a. or choose b. and c. as applicable. Under each of a., b. or c. choose one
of (1) or (2). Choose (3) if applicable):
 (1)
    
    (2)
    
    (3)Plan Year/Participating
    
    Payroll period
    
    HCEs onlyCompensationa.
    
    [n/a]
    
    Both.Both limits
under Elections 20(b)(1) and (2).
    
    o
    
    o
    
    ob.
    
    [n/a]
    
    Maximum limit.The maximum
amount limit under Election 20(b)(1).
    
    o
    
    o
    
    oc.
    
    [n/a]
    
    Minimum limit.The minimum
amount limit under Election 20(b)(2).
    
    o
    
    o
    
    o
 (c)
    
    [n/a] Describe Elective Deferral limitation(s):
 Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals
from the elections available under Elections 20(a) and (b) or a combination thereof as to a
Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not
defer in excess of 10% of Plan Year Compensation); (ii) may elect a different time period to
which the limitations apply; and/or (iii) may apply a different limitation to Pre-Tax Deferrals
and to Roth Deferrals.
  10




---



##### 



Nonstandardized 401(k) Plan
 AUTOMATIC DEFERRAL (3.02(B)) (Choose one of (a) or (b))
 (a)
    [n/a]
    Do not apply.(b)
    þ
    Apply.The Automatic Deferral Effective Date is: 9/1/2007
(specify date). (Complete (1), (2), and (3). Choose (4) as
applicable):
 (1)
    
    Automatic Deferral Amount.The Employer, as to each Participant affected, will
withhold as the Automatic Deferral Amount, 3% from the Participants
Compensation each payroll period unless the Participant makes a Contrary Election.(2)
    
    Participants affected.The Automatic Deferral applies to (Choose one of a., b., c.,
or d.):
 a.
    [n/a]
    All Participants.All Participants, regardless of any prior Salary
Reduction Agreement, unless and until they make a Contrary Election after the
Automatic Deferral Effective Date.b.
    [n/a]
    Election of at least Automatic Deferral amount.All Participants,
except those who have in effect a Salary Reduction Agreement on the Automatic Deferral
Effective Date provided that the Elective Deferral amount under the Agreement is at
least equal to the Automatic Deferral Amount.c.
    þ
    No existing Salary Reduction Agreement.All Participants, except those
who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective
Date regardless of the Elective Deferral amount under the Agreement.d.
    [n/a]
    New Participants.Each Employee whose Entry Date is on or following the
Automatic Deferral Effective Date.
 (3)
    
    Scheduled increases.The Automatic Deferral Amount will or will not increase (as a
percentage of Compensation) in Plan Years following the Plan Year containing the Automatic
Deferral Effective Date (or, if later, the Plan Year in which the Automatic Deferral first
applies to a Participant) as follows (Choose one of a., b., or c.):
 a.
    [n/a]
    No scheduled increase.The Automatic Deferral Amount applies in all Plan Years.b.
    [n/a]
    Scheduled increase.The Automatic Deferral Amount will increase as follows:
 Plan Year of application to a Participant
    
    Automatic Deferral Amount1
    
    3%2
    
    3%3
    
    4%4
    
    5%5 and thereafter
    
    6%
 c.
    þ
    Other scheduled increase.The Automatic Deferral Amount will increase as follows:
 Plan Year of application to a Participant
    
    Automatic Deferral Amount1
    
    3%2
    
    4%3
    
    5%4
    
    6%5
    
    6%6
    
    6%7
    
    6%
 (4)
    [n/a]
    Describe Automatic Deferral:
 Note: Under Election 21(b)(4), the Employer may describe Automatic Deferral provisions from the
elections available under Election 21 and/or a combination thereof as to a Participant group (e.g.,
Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are
subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1,
2008).
 CODA (3.02(C)) (Choose one of (a) or (b))
 (a)
    þ
    Do not apply.(b)
    [n/a]
    Apply.For each Plan Year for which the
Employer makes a designated CODA
contribution under Section 3.02(C), a
Participant may elect to receive directly in
cash not more than the following portion
(or, if less, the Elective Deferral Limit)
of his/her proportionate share of that CODA
contribution (Choose one of (1) or (2)):
 (1)
    [n/a]
    All or any portion.(2)
    [n/a]
    %
  11




---



##### 



Nonstandardized 401(k) Plan
 CATCH-UP DEFERRALS (3.02(D)) (Choose one of (a) or
(b))
 (a)
    þ
    Permitted.May make Catch-Up Deferrals to the Plan.(b)
    [n/a]
    Not Permitted.May not make Catch-Up Deferrals to the Plan.
 MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION
3.05) (3.03(A)) (Choose one or more
of (a) through (g) as applicable; then, for the elected match, complete (1), (2), and/or (3) as
applicable. If the Employer completes (2) or (3), also complete one of (4), (5), or (6))
 Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe
harbor, the Employer should make these Elections under Election 30, and not under this Election
24.
 (1)
    
    
    (2)
    
    
    (3)
    
    
    (4)
    
    
    (5)
    
    
    (6)Match
    
    
    Limit on Deferrals
    
    
    Limit on Match
    
    
    Apply
    
    
    Apply limit(s)
    
    
    Apply limit(s)Rate/Amt
    
    
    Matched
    
    
    Amount
    
    
    limit(s) per
    
    
    per payroll
    
    
    per designated[$/% of Elective
    
    
    [$/% of
    
    
    [$/% of
    
    
    Plan Year
    
    
    period [no
    
    
    time period [noDeferrals]
    
    
    Compensation]
    
    
    Compensation]
    
    
    [true-up
    
    true-up]
    
    true-up](a)
    
    
    [n/a]
    
    
    Discretionary
    
    



    
    
    
    
    
    
    
    
    
    
    
    
    o
    
    
    
    o
    
    
    
    osee Section 1.34(B) (The
Employer may, but is not
required to complete
(a)(1)-(6). See the Note
following Election 24.)(b)
    
    
    þ
    
    
    Fixed uniform
    
    

    100
    
    
    
    6
    
    
    
    
    
    
    
    o
    
    
    
    þ
    
    
    
    orate/amount(c)
    
    
    [n/a]
    
    
    Fixed tiered
    
    Elective
    
    Matching
    
    
    
    
    
    
    
    
    
    
    o
    
    
    
    o
    
    
    
    oDeferral %
    
    Rate%
    
    
    
    %%
    
    
    
    %%
    
    
    
    %%
    
    
    
    %(d)
    
    
    [n/a]
    
    
    Fixed Years of
    
    Years
    
    Matching
    
    
    
    
    
    
    
    
    
    
    o
    
    
    
    o
    
    
    
    oService
    
    of Service
    
    Rate%%%%
 (1)
    
    Years of Service under this Election 24(d) means (Choose one of a. or b.):
 a.
    
    [n/a] Eligibility.Years of Service for eligibility in Election 16.b.
    
    [n/a] Vesting.Years of Service for vesting in Elections 42 and 43.
 (e)
    
    
    [n/a]
    
    
    Fixed multiple formulas
    
    Formula 1:
    
    
    

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    o
    
    
    
    o
    
    
    
    oFormula 2:
    
    
    

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    o
    
    
    
    o
    
    
    
    oFormula 3:
    
    
    

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    o
    
    
    
    o
    
    
    
    o
 (f)
    
    [n/a] Related and Participating Employers.If any Related and Participating Employers
contribute Matching Contributions to the Plan, the following apply (Complete (1) and (2)):
 (1)
    
    Matching formula.The matching formula for the Participating Employer(s) (Choose one
of a. or b.):
 a.
    
    [n/a] All the same.Is (are) the same as for the Signatory Employer under this Election 24.b.
    
    [n/a] At least one different.Is (are) as follows:
&
nbsp;.
 (2)
    
    Allocation sharing.The Plan Administrator will allocate the Matching Contributions
made by the Signatory Employer and by any Participating Employer (Choose one of a. or b.):
 a.
    
    [n/a] Employer by Employer.Only to the Participants directly employed by the contributing
Employer.
  12




---



##### 



Nonstandardized 401(k) Plan
 b.

    [n/a] Across Employer lines.To all Participants regardless of which Employer
directly employs them and regardless of whether their direct Employer made Matching
Contributions for the Plan Year.
 Note: The Employer should not elect 24(f) unless there are Related Employers which are also
Participating Employers. See Section 1.23(D).
 (g)
    [n/a]
    Describe:
__________________________________________________________________(e.g., A Discretionary Matching Contribution applies to Division A
Participants. A Fixed Matching Contribution equal to 50% of Elective Deferrals not exceeding
6% of Plan Year Compensation applies to Division B Participants.)
 Note: See Section 1.34(A) as to Fixed Matching Contributions. A Participants Elective Deferral
percentage is equal to the Participants Elective Deferrals divided by his/her Compensation. The
matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral
amount/percentage. Any Matching Contributions apply to Pre-Tax Deferrals and to Roth Deferrals
unless described otherwise in Election 24(g). Matching Contributions for nondiscrimination testing
purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election
24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the
matching contribution formula. Alternatively, the Employer in Election 24(a) may specify the
Discretionary Matching Contribution formula.
 QMAC (PLAN-DESIGNATED) (3.03(C)(1)) (Choose one of (a) or (b))
 Note: Regardless of its elections under this Election 25, the Employer under Section 3.03(C)(2)
may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs
which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or
ACP test failure.
 (a)
    þ

    Not applicable.There are no Plan-Designated QMACs.(b)
    [n/a]
    Applies.There are Plan-Designated QMACs to which the following provisions apply (Complete (1) and (2)):
 (1)

    Matching Contributions affected.The following Matching Contributions (as allocated
to the designated allocation group under Election 25(b)(2)) are Plan-Designated QMACs
(Choose one of a. or b.):
 a.
    [n/a]
    All.All Matching Contributions.b.
    [n/a]
    Designated.Only the following Matching Contributions under Election
24: _____________________.
 (2)

    Allocation Group.Subject to Section 3.06, allocate the Plan-Designated QMAC (Choose
one of a. or b.):
 a.
    [n/a]
    NHCEs only.Only to NHCEs who make Elective Deferrals subject to the Plan-Designated QMAC.b.
    [n/a]
    All Participants.To all Participants who make Elective Deferrals subject to the Plan-Designated QMAC.
  Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination
testing.
 MATCHING CATCH-UP DEFERRALS (3.03(D)) (Choose one of (a) or (b))
 (a)
    þ

    Match.Will apply to the Catch-Up Deferral (Choose one of (1) or (2)):
 (1)
    þ
    All.All Matching Contributions.(2)
    [n/a]
    Designated.The following Matching Contributions in
Election 24: ___________________________________.
 (b)
    [n/a]

    No Match.Will not match any Catch-Up Deferrals.
 Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the
ACP test. See Elections 37(a)(2)b. and 37(a)(2)c.(ii). In this case, Election 26 applies only to
Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match or Enhanced Match
to Catch-Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election
37(a)(2)a. or 37(a)(2)c.(i), Election 26 does not apply and the Plan also will apply any Additional
Match to Catch-Up Deferrals.
 NONELECTIVE CONTRIBUTIONS (TYPE/AMOUNT INCLUDING PREVAILING WAGE CONTRIBUTIONS) (3.04(A)) (Choose one or more of (a) through (e) as applicable)
 (a)
    [n/a]

    Discretionary.An amount the Employer in its sole discretion may determine.(b)
    [n/a]

    Fixed.(Choose one or more of (1), (2), and (3) as applicable):
 (1)
    [n/a]
    Uniform %. ___% of each Participants
Compensation, per __________ (e.g., Plan Year, month).(2)
    [n/a]
    Fixed dollar amount.$___, per
_________ (e.g., Plan Year, month, HOS, per Participant per month).(3)
    [n/a]
    Describe: ______________________________________________________________________________ (specify time period, e.g., per Plan Year quarter. If not specified, the time period is the Plan Year).
  13




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##### 



Nonstandardized 401(k) Plan
 Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula
not described under Elections 27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits
exceeding $50,000) and/or the Employer may describe different Fixed Nonelective Contributions as
applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of
Plan Year Compensation applies to Division A Participants and a Fixed Nonelective Contribution
equal to $500 per Participant each Plan Year applies to Division B Participants)
 (c)
    [n/a]

    Prevailing Wage Contribution.The Prevailing Wage Contribution amount(s) specified for
the Plan Year or other applicable period in the Employers Prevailing Wage Contract(s). The
Employer will make a Prevailing Wage Contribution only to Participants covered by the Contract
and only as to Compensation paid under the Contract. If the Participant accrues an allocation
of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in
addition to the Prevailing Wage Contribution, the Plan Administrator will (Choose one of (1)
or (2)):
 (1)
    [n/a]
    No offset.Not reduce the Participants Employer Contribution allocation by the
amount of the Prevailing Wage Contribution.(2)
    [n/a]
    Offset.Reduce the Participants Employer Contribution allocation by the amount
of the Prevailing Wage Contribution.
 (d)
    [n/a]

    Related and Participating Employers.If any Related and Participating Employers contribute Nonelective Contributions
to the Plan, the contribution formula(s) (Choose one of (1) or (2)):
 (1)
    [n/a]
    All the same.Is (are) the same as for the Signatory Employer under this Election 27.(2)
    [n/a]
    At least one different.Is (are) as follows:
_______________________________________________________ .
 Note: The Employer should not elect 27(d) unless there are Related Employers which are also
Participating Employers. See Section 1.23(D). The Employer electing 27(d) also must complete
Election 28(g) as to the allocation methods which apply to the Participating Employers.
 (e)
    [n/a]

    Describe:
_____________________________________________________________________________________
 Note: Under Election 27(e), the Employer may describe the amount and type of Nonelective
Contributions from the elections available under Election 27 and/or a combination thereof as to a
Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees.
A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B
Employees).
 NONELECTIVE CONTRIBUTION ALLOCATION (3.04(B)) (Choose one or more of (a) through (h) as
applicable)
 (a)
    [n/a]

    Pro rata.As a uniform percentage of Participant Compensation.(b)
    [n/a]

    Permitted disparity.In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2),
under which the following permitted disparity formula and definition of Excess Compensation apply (Complete
(1) and (2)):
 (1)

    Formula(Choose one of a. or b.):
 a.
    [n/a]
    Two-tiered.b.
    [n/a]
    Four-tiered.
 (2)

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

    [n/a] Percentage amount.___________% (not exceeding 100%)of the
taxable wage base in effect on the first day of the Plan Year, rounded to the next
highest $_____________ (not exceeding the taxable wage base).b.

    [n/a] Dollar amount.The following amount:
$_____________ (not exceeding the
taxable wage base in effect on the first day of the Plan Year).
 (c)
    [n/a]

    Incorporation of contribution formula.The Plan
Administrator will allocate any Fixed Nonelective
Contribution under Elections 27(b), 27(d) or 27(e), or any
Prevailing Wage Contribution under Election 27(c), in
accordance with the contribution formula the Employer
adopts under those Elections.
(d) [n/a] Classifications of Participants.In accordance with the
classifications allocation provisions of Section
3.04(B)(3). The classifications are (Choose one of (1),
(2), or (3)):(d)
    [n/a]

    Classifications of Participants.In accordance with the
classifications allocation provisions of Section
3.04(B)(3). The classifications are (Choose one of (1),
(2), or (3)):
 Note: Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination
requirements using cross-testing under Treas. Reg. §1.401(a)(4)-8. However, choosing this
election does not necessarily require application of cross-testing and the Plan may be able to
satisfy nondiscrimination as to its classification-based allocations by testing allocation rates.
 (1)
    [n/a]
    Each in own classification.Each Participant constitutes a separate classification.(2)
    [n/a]
    NHCEs/HCEs.Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.(3)
    [n/a]
    Describe the classifications:
__________________________________________________________________
  
 14




---



##### 



Nonstandardized 401(k) Plan
 
 Note: Any classifications under Election 28(d) must result in a definitely determinable allocation
under Treas. Reg. §1.401-1(b)(1)(ii) and must constitute a reasonable classification within the
meaning of Treas. Reg. §1.410(b)-4(b). The number of allocation rates is subject to the limitations
in Section 3.04(B)(3)(b). Standard interest and mortality assumptions under Treas. Reg.
§1.401(a)(4)-12 apply. In the case of a self-employed Participant, the requirements of Treas. Reg.
§1.401(k)-1(a)(6) apply and the allocation method should not result in a cash or deferred election
for the self-employed Participant. The Employer by the due date of its tax return (including
extensions) must advise the Plan Administrator or Trustee in writing as to the allocation rate
applicable to each Participant under Election 28(d)(1) or applicable to each classification under
Elections 28(d)(2) or (3) for the allocation Plan Year. Under Election 28(d)(1), the Employer may
decide from year to year the classification (allocation rate) applicable to each Participant,
without the need to amend the Plan to change the classification.
 (e)
    [n/a]

    Age-based.In accordance with the age-based allocation provisions of Section
3.04(B)(5). The Plan Administrator will use the Actuarial Factors based on the following
assumptions (Complete both (1) and (2)):
 (1)

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

    [n/a] 7.5%     b.      [n/a] 8.0%     c.      [n/a] 8.5%
 (2)

    Mortality table.(Choose one of a. or b.):
 a.
    [n/a]
    UP-1984.See Appendix D.b.
    [n/a]
    Alternative:________________________
(Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables
using such mortality table and the specified interest rate as replacement Appendix D.)
 (f)
    [n/a]

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

    [n/a] Years of Service._______________  point(s) for each Year of
Service. The maximum number of Years of Service counted for points is .Year of Service under this Election 28(f) means (Choose one of a. or b.):
 a.
    [n/a]
    Eligibility.Years of Service for eligibility in Election 16.b.
    [n/a]
    Vesting.Years of Service for vesting in Elections 42 and 43.
 Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4)-11(d)(3) for the uniform
points allocation to qualify as a safe harbor allocation under Treas. Reg.
§1.401(a)(4)-2(b)(3).
 (2)

    [n/a]  Age. ___________point(s) for each year of age attained during the Plan Year.(3)

    [n/a]  Compensation. _________point(s) for
each $_________(not to exceed $200)increment of Plan Year Compensation.
 (g)
    [n/a]

    Related and Participating Employers.If any Related and Participating Employers contribute Nonelective Contributions to the
Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under
Election 27(d) (Complete (1) and (2)):
 (1)

    Allocation Method.(Choose one of a. or b.):
 a.
    [n/a]
    All the same.Using the same allocation method as applies to the Signatory Employer under this Election 28.b.
    [n/a]
    At least one different.Under the following allocation
method(s): ____________________________________.
 (2)

    Allocation sharing.The Plan Administrator will allocate the Nonelective
Contributions made by the Signatory Employer and by any Participating Employer (Choose one
of a. or b.):
 a.
    [n/a]
    Employer by Employer.Only to the Participants directly employed by the
contributing Employer.b.
    [n/a]
    Across Employer lines.To all Participants regardless of which Employer
directly employs them and regardless of whether their direct Employer made Nonelective
Contributions for the Plan Year.
 Note: The Employer should not elect 28(g) unless there are Related Employers which are also
Participating Employers. See Section 1.23(D) and Election 27(d). If the Employer elects 28(g)(2)a.,
the Employer should also elect 11(b)(8)b., to disregard the Compensation paid by Y Participating
Employer in determining the allocation of the X Participating Employer contribution to a
Participant (and vice versa) who receives Compensation from both X and Y. If the Employer elects
28(g)(2)b., the Employer should not elect 11(b)(8)b. Election 28(g)(2)a. does not apply to Safe
Harbor Nonelective Contributions.
 (h)
    [n/a]

    Describe: _______________________________________________________________________________
(e.g., Pro rata as to Division A Participants and Permitted Disparity
(two-tiered at 100% of the SSTWB) as to Division B Participants.)
  
 15




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##### 



Nonstandardized 401(k) Plan
 
 QNEC (PLAN-DESIGNATED) (3.04(C)(1)) (Choose one of (a) or (b))
 Note: Regardless of its elections under this Election 29, the Employer under Section 3.04(C)(2)
may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QNECs
which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or
ACP test failure
 (a)
    [n/a]

    Not applicable.There are no Plan-Designated QNECs.(b)
    [n/a]

    Applies.There are Plan-Designated QNECs to which the following provisions apply (Complete (1), (2), and (3)):
 (1)

    Nonelective Contributions affected.The following Nonelective Contributions (as
allocated to the designated allocation group under Election 29(b)(2)) are Plan-Designated
QNECs (Choose one of a. or b.):
 a.
    [n/a]
    All.All Nonelective Contributions.b.
    [n/a]
    Designated.Only the following Nonelective
Contributions under Election 27: _____________________.
 (2)

    Allocation Group.Subject to Section 3.06, allocate the Plan-Designated QNEC (Choose
one of a. or b.):
 a.
    [n/a]
    NHCEs only.Only to NHCEs under the method elected in Election 29(b)(3).b.
    [n/a]
    All Participants.To all Participants under the method elected in Election 29(b)(3).
 (3)

    Allocation Method.The Plan Administrator will allocate a Plan-Designated QNEC using
the following method (Choose one of a., b., c., or d.):
 a.
    [n/a]
    Pro rata.b.
    [n/a]
    Flat dollar.c.
    [n/a]
    Reverse.See Section 3.04(C)(3).d.
    [n/a]
    Describe: ____________________________________________________________________________
 Note: Any allocation method the Employer elects under Election 29(b)(3)d. must be definitely
determinable. See Section 4.10(D) as to targeting limitations applicable to QNEC nondiscrimination
testing.
 SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS) (3.05) (Choose
one of (a), (b), (c), or (d) when and as applicable. Complete (e) and (h). Choose (f), (g), and (i)
as applicable)
 (a)
    [n/a]

    Safe Harbor Nonelective Contribution.The Safe Harbor
Nonelective Contribution equals  _________% of a
Participants Compensation [Note: The amount in the blank
must be at least 3%. The Safe Harbor Nonelective
Contribution applies toward (offsets) most other Employer
Nonelective Contributions. See Section 3.05(E)(11).](b)
    [n/a]

    Safe Harbor Nonelective Contribution/delayed year-by-year
election (maybe and supplemental notices).In connection
with the Employers provision of the maybe notice under
Section 3.05(I)(1), the Employer elects into safe harbor
status by giving the supplemental notice and by making this
Election 30(b) to provide for a Safe Harbor Nonelective
Contribution equal to      % (specify amount at least
equal to 3%)of a Participants Compensation. This Election
30(b) and safe harbor status applies for the Plan Year
ending: (specify
Plan Year end), which is the Plan Year to which the
Employers maybe and supplemental notices apply.
 Note: If the Employer makes a delayed election into safe harbor status under Section 3.05(I)(1),
the Employer must amend the Plan to provide for a Safe Harbor Nonelective Contribution equal to at
least 3% of each Participants Compensation. The Employer may make this amendment by substitute
Adoption Agreement page (electing Election 30(b)) or by another form of amendment under Section
11.02(B). An Employer using the maybe notice should not elect a Safe Harbor Nonelective
Contribution under Election 30(a) unless the Employer intends to continue safe harbor status under
this election in the subsequent Plan Year. By making its amendment into safe harbor status under
Election 30(b), the Employer avoids the need to further amend the Plan if the Employer is not
certain that it will apply the safe harbor in the subsequent Plan Year. By contrast, an Employer
which gave the maybe notice and has decided to make the Safe Harbor Nonelective Contribution for
that year and for future years should use Election 30(a). The Employer only elects 30(a) and should
not elect 30(b) if prior to the Plan Year the Employer unequivocally decides to elect safe harbor
status for the Plan Year and provides a safe harbor notice consistent with this election rather
than giving the maybe notice. If the Employer gives the maybe notice and the Employer will or may
make Matching Contributions, the Employer should elect Additional Matching under Election 30(h)(and
should not elect Matching Contributions under Election 24) if it wishes to avoid ACP testing.
  16




---



##### 



Nonstandardized 401(k) Plan
 (c)
    [n/a]

    Basic Matching Contribution.A Matching Contribution equal to 100% of each
Participants Elective Deferrals not exceeding 3% of the Participants Compensation, plus 50%
of each Participants Elective Deferrals in excess of 3% but not in excess of 5% of the
Participants Compensation. See Sections 1.34(E) and 3.05(E)(4). (Complete (1)):
 (1)

    Time period.For purposes of this Election 30(c), Compensation and Elective
Deferrals mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable
time period for computing the Basic Match, such as each payroll period, each calendar
month, each Plan Year quarter or the Plan Year.]
 (d)
    [n/a]

    Enhanced Matching Contribution.See Sections 1.34(F) and 3.05(E)(5). (Choose one of (1)
or (2) and complete (3) for any election):
 (1)
    [n/a]
    Uniform percentage.A Matching Contribution equal to
_____% of
each Participants Elective Deferrals but not as to Elective Deferrals exceeding _____% of the Participants Compensation.(2)
    [n/a]
    Tiered formula.A Matching Contribution equal to the specified matching rate
for the corresponding level of each Participants Elective Deferral percentage. A
Participants Elective Deferral percentage is equal to the Participants Elective
Deferrals divided by his/her Compensation.
 Elective Deferral Percentage
    
    Matching Rate___%
    
    ___%___%
    
    ___%___%
    
    ___%
 (3)

    Time period.For purposes of this Election 30(d), Compensation and Elective
Deferrals mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable
time period for computing the Enhanced Match, such as each payroll period, each
calendar month, each Plan Year quarter or the Plan Year.]
 Note: The matching rate may not increase as the Elective Deferral percentage increases and the
Enhanced Matching formula otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and
(iii). If the Employer elects to satisfy the ACP safe harbor under Election 37(a)(2)a., the
Employer also must limit Elective Deferrals taken into account for the Enhanced Matching
Contribution to a maximum of 6% of Plan Year Compensation.
 (e)


    Participants who will receive Safe Harbor Contributions.The allocation of Safe Harbor
Contributions (Choose one of (1), (2), or (3)):
 (1)
    [n/a]
    Applies to all Participants.Applies to all Participants except as may be
limited under Election 30(f).(2)
    [n/a]
    NHCEs only.Is limited to NHCE Participants only and may be limited further
under Election 30(f). No HCE will receive a Safe Harbor Contribution allocation.(3)
    [n/a]
    NHCEs and designated HCEs.Is limited to NHCE Participants and to the following
HCE Participants and may be limited further under Election 30(f):
____________________________________________________________________ .
 Note: Any HCE allocation group the Employer describes under Election 30(e)(3) must be definitely
determinable. (e.g., Division A HCEs OR HCEs who own more than 5% of the Employer without regard
to attribution rules)
 (f)
    [n/a]

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

    Another plan.The Employer will make the Safe Harbor
Contribution to the following plan: _______________________.
 (h)


    Additional Matching Contributions.See Sections 1.34(G) and 3.05(F). (Choose one of (1) or
(2)):
 (1)
    [n/a]
    No Additional Matching Contributions.The Employer will not make any Additional
Matching Contributions to its safe harbor Plan.
  
 17




---



##### 



Nonstandardized 401(k) Plan
 
 (2)
    [n/a]
    Additional Matching Contributions.The Employer will or may make the following
Additional Matching Contributions to its safe harbor Plan. (Choose a. and b. as
applicable):
 a.
    [n/a]
    Fixed Additional Matching Contribution.The following Fixed Additional
Matching Contribution (Choose (i) and (ii) as applicable and complete (iii) for any
election):
 (i)
    [n/a]
    Uniform percentage.A Matching
Contribution equal to ______% of each Participants Elective Deferrals but not as to Elective
Deferrals exceeding ______% of the Participants Compensation.(ii)
    [n/a]
    Tiered formula.A Matching Contribution equal to the specified
matching rate for the corresponding level of each Participants Elective Deferral
percentage. A Participants Elective Deferral percentage is equal to the
Participants Elective Deferrals divided by his/her Compensation.
 Elective Deferral Percentage
    
    Matching Rate___%
    
    ___%___%
    
    ___%___%
    
    ___%
 (iii)
    Time period.For purposes of this Election 30(h)(2)a.,
Compensation and Elective Deferrals mean Compensation and Elective Deferrals
for: ________ . [Note: The Employer must
complete the blank line with the applicable time period for computing the
Additional Match, e.g., each payroll period, each calendar month, each Plan
Year quarter OR the Plan Year. If the Employer elects a match under both (i)
and (ii) and will apply a different time period to each match, the Employer may
indicate as such in the blank line.]
 b.
    [n/a]
    Discretionary Additional Matching Contribution.The Employer may make a
Discretionary Additional Matching Contribution. If the Employer makes a Discretionary
Matching Contribution, the Discretionary Matching Contribution will not apply as to
Elective Deferrals exceeding % of the Participants Compensation
(complete the blank if applicable or leave blank).
 Note: If the Employer elects to satisfy the ACP safe harbor under Election 37(a)(2)a. or
37(a)(2)c.(i), then as to any and all Matching Contributions, including Fixed Additional Matching
Contributions and Discretionary Additional Matching Contributions: (i) the matching rate may not
increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater
rate of match than any NHCE; (iii) the Employer must limit Elective Deferrals taken into account
for the Additional Matching Contributions to a maximum of 6% of Plan Year Compensation; (iv) the
Plan must apply all Matching Contributions to Catch-Up Deferrals; and (v) in the case of a
Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the
Participants Plan Year Compensation.
 (i)
    [n/a]

    Multiple Safe Harbor Contributions in disaggregated Plan.The Employer elects to make
different Safe Harbor Contributions and/or Additional Matching Contributions to disaggregated
parts of its Plan under Treas. Reg. §1.401(k)-1(b)(4) as
follows:
________________________________________________________________________  (Specify
contributions for disaggregated plans, e.g., as to Collectively Bargained Employees a 3%
Nonelective Safe Harbor Contribution applies and as to non-Collectively Bargained Employees,
the Basic Matching Contribution applies).
 ALLOCATION CONDITIONS (3.06(B)/(C)) (Choose one of (a) or (b). Choose (c) if applicable)
 (a)
    þ

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

    Conditions.The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose
one or more of (1) through (7) as applicable):
 Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or
as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational
QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective
Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7)
may not impose an Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year.
  18




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##### 



Nonstandardized 401(k) Plan
 (1)Matching,Nonelective
    
    
    
    
    
    (2)
    
    (3)
    
    (4)and Forfeitures
    
    
    
    
    
    Matching
    
    Nonelective
    
    Forfeitures(1
    )
    
    
    [n/a]
    
    
    None.
    
    
    N/A
    
    
    
    
    
    
    
    o
    
    
    
    o
    
    
    
    o(See Election31
    (a))(2
    )
    
    
    [n/a]
    
    
    501 HOS/terminees(91 consecutive days if Elapsed Time). See Section 3.06(B)(1)(b).
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(3
    )
    
    
    [n/a]
    
    
    Last day of the Plan Year.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(4
    )
    
    
    [n/a]
    
    
    Last day of the Election 31(c) time period.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(5
    )
    
    
    [n/a]
    
    
    1,000 HOS in the Plan Year(182 consecutive days in Plan Year if Elapsed Time).
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(6
    )
    
    
    [n/a]
    
    
    (specify) HOS within the Election 31(c) time period,(but not exceeding 1,000
HOS in a Plan Year).
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(7
    )
    
    
    [n/a]
    
    
    Describe conditions:
(e.g., Last day of the Plan Year as to Nonelective
Contributions for Participating Employer A Participants. No allocation conditions for
Participating Employer B Participants).
 (c)
    [n/a]
    Time period.Under Section 3.06(C), apply Elections 31(b)(4), (b)(6) or (b)(7) to the specified
contributions/forfeitures based on each (Choose one of (1) through (5)):
 (1
    )
    
    
    [n/a]
    
    
    Plan Year
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(2
    )
    
    
    [n/a]
    
    
    Plan Year quarter
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(3
    )
    
    
    [n/a]
    
    
    Calendar month
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(4
    )
    
    
    [n/a]
    
    
    Payroll period
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(5
    )
    
    
    [n/a]
    
    
    Describe time period:
 Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer
elects 31(b)(7), choose (c) if applicable.
 ALLOCATION CONDITIONS  APPLICATION/WAIVER/SUSPENSION (3.06(D)/(F)) (If the
Employer elects 31(b), the Employer must complete Election 32. Choose one of (a) or (b). Complete
(c))
 Note: For this Election 32, except as the Employer describes otherwise in Election 31(b)(7) or as
provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs,
Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions
to which allocation conditions may apply.
 (a)
    [n/a]
    Total waiver or application.If a Participant incurs a Severance from Employment on
account of or following death, Disability, attainment of Normal Retirement Age, or attainment
of Early Retirement Age as specified (Choose one of (1) or (2)):
 (1)
    
    [n/a] Do not apply.Do not apply elected allocation conditions to Matching
Contributions, to Nonelective Contributions or to forfeitures.(2)
    
    [n/a] Apply.Apply elected allocation conditions to Matching Contributions, to
Nonelective Contributions and to forfeitures.
  19




---



##### 



Nonstandardized 401(k) Plan
 (1)Matching,Nonelective
    
    
    
    
    
    (2)
    
    (3)
    
    (4)and Forfeitures
    
    
    
    
    
    Matching
    
    Nonelective
    
    Forfeitures(b
    )
    [n/a]
    
    
    Application/waiver as to Contribution
Types events.If a Participant incurs a
Severance from Employment, apply allocation
conditions exceptsuch conditions are waived if
Severance is on account of or following death,
Disability, attainment of Normal Retirement Age,
or attainment of Early Retirement Age as specified,
and as applied to the specified Contribution
Types/forfeitures (Choose (1), (2), (3) and (4) as
applicable):(1)
    
    
    [n/a]  Death
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(2)
    
    
    [n/a]  Disability
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(3)
    
    
    [n/a]  Normal Retirement Age
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o(4)
    
    
    [n/a]  Early Retirement Age
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o
    
    
    
    o
 (c)
    
    Suspension.The suspension of allocation conditions of Section 3.06(F) (Choose one of (1) or
(2)):
 (1)
    
    [n/a]    Applies.Applies as follows (Choose one of a., b., or c.):
 a.
    
    [n/a] Both.Applies both to Nonelective Contributions and to Matching Contributions.b.
    
    [n/a] Nonelective.Applies only to Nonelective Contributions.c.
    
    [n/a] Match.Applies only to Matching Contributions.
 (2)
    
    [n/a]    Does not apply.
 FORFEITURE ALLOCATION METHOD (3.07) (Choose one or more of (a) through (g) as applicable.
Choose (e) only in conjunction with at least one other election)
 Note: Even if the Employer elects immediate vesting, the Employer should complete Election 33. See Section 7.07.
 (1)
    
    
    
    
    
    (2)
    
    (3)All
    
    
    
    
    
    Nonelective
    
    MatchingForfeitures
    
    
    
    
    
    Forfeitures
    
    Forfeitures(a
    )
    
    
    [n/a]
    
    
    Additional Nonelective.Allocate as additional Discretionary Nonelective Contribution.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o(b
    )
    
    
    [n/a]
    
    
    Additional Match.Allocate as additional Discretionary Matching Contribution.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o(c
    )
    
    
    [n/a]
    
    
    Reduce Nonelective.Apply to Nonelective Contribution.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o(d
    )
    
    
    [n/a]
    
    
    Reduce Match.Apply to Matching Contribution.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o(e
    )
    
    
    [n/a]
    
    
    Plan expenses.Pay reasonable Plan expenses first (See Section 7.04(C)), then allocate in the manner described above.
    
    
    o
    
    
    OR
    
    
    o
    
    
    
    o(f
    )
    
    
    [n/a]
    
    
    Safe harbor/top-heavy exempt.Apply all forfeitures to Safe Harbor Contributions and Plan expenses in accordance with Section 3.07(A)(4).(g
    )
    
    
    þ
    
    
    Describe:forfeitures first used to reinstate forfeited account balances of former participants. Remaining forfeitures applied to reduce the matching contributions
(e.g., Forfeitures attributable to transferred balances from Plan X are allocated only to former Plan
X participants.)
 FORFEITURE ALLOCATION TIMING (3.07(B)) (Choose one
or both of (a) and (b) as applicable)
  20




---



##### 



Nonstandardized 401(k) Plan
 (1)
    
    
    
    (2)
    
    (3)All
    
    
    
    Nonelective
    
    MatchingForfeitures
    
    
    
    Forfeitures
    
    Forfeitures(a)
    
    þ
    
    Same Plan Year.In the same Plan Year in which the designated
forfeiture occurs.
    
    þ
    
    OR
    
    o
    
    o(b)
    
    [n/a]
    
    Next Plan Year.In the Plan Year following the Plan Year in which
the designated forfeiture occurs.
    
    o
    
    OR
    
    o
    
    o
 Note: The elected forfeiture allocation timing applies irrespective of when the Employer makes its
contribution(s), if any, for a Plan Year. Even if the Employer elects immediate vesting, the
Employer should complete Election 34. See Sections 3.07 and 7.07.
 EMPLOYEE (AFTER-TAX) CONTRIBUTIONS (3.09) (Complete (a) and (b))
 (a)
    
    Limitations.The Plan permits Employee Contributions subject to the following limitations, if
any, in addition to those already imposed under the Plan (Choose one of (1) or (2)):
 (1)
    [n/a]
    None.No additional limitations.(2)
    þ
    Additional limitations.The following additional limitations: 1%  100% of
compensation .
 [Note: Any designated limitation(s) must be the same for all Participants and must be
definitely determinable.]
 (b)
    
    Matching Contributions.(Choose one of (1) or (2)):
 (1)
    [n/a]
    None.The Employer will not make any Matching Contributions based on Employee Contributions.(2)
    þ
    Applies.For each Plan Year, the Employers Matching Contribution made as to Employee Contributions is:
identical to the match on the elective deferral contribution 100% for each $1.00
deferred up to 6% of Compensation.
 DESIGNATED IRA CONTRIBUTIONS (3.12)  (date specified must be no earlier than December 31, 2002) (Complete (a) and (b))
 (a)
    Type of IRA contribution.A Participants Designated IRA Contributions will be (Choose one of
(1), (2), or (3)):
 (1)
    [n/a]
    Traditional.(2)
    [n/a]
    Roth.(3)
    [n/a]
    Traditional/Roth.As the Participant elects at the time of contribution.
 (b)
    Type of Account.A Participants Designated IRA Contributions will be held in the following
form of Account(s) (Choose one of (1), (2), or (3)):
 (1)
    [n/a]
    IRA.(2)
    [n/a]
    Individual Retirement Annuity.(3)
    [n/a]
    IRA/Individual Retirement Annuity.As the Participant elects at the time of contribution.
 ARTICLE IV
LIMITATIONS AND TESTING
 Note: The Employer, in the Effective as of execution column under Election 37, must elect those
testing elections which are: (i) in effect as of date of the Employers execution of this Adoption
Agreement; and (ii) if the Adoption Agreement restates the Plan, also are retroactive to the later
of the Plans original Effective Date or EGTRRA restated Effective Date, except as indicated in
Appendix A. If the Employer wishes to change any testing election after it executes this
Adoption Agreement, the Employer must elect the changes in the Changes post-execution column
under Election 37, and the Employer must specify the Plan Year Effective Date(s) of any changed
election. The Employer may complete the Effective Date blanks specifying the changed election
applies to a single Plan Year (e.g., 2011 only), or a range of Plan Years (e.g., 2011-2015) or
may specify the change as becoming effective in a specified Plan Year (e.g., commencing 2010). If
the Employer specifies a single Plan Year only or specifies a range of Plan Years, the Plan becomes
subject to the election in the Effective as of execution column in the Plan Years commencing
after the specified Year(s), unless the Employer subsequently changes the election. If the Employer
specifies the change as commencing in a Plan Year, the election applies in the specified Plan Year
and in all following Plan Years unless the Employer subsequently changes the election.
 ANNUAL TESTING ELECTIONS (4.06(B)) (Complete (a) and (b))
 (1)
    
    
    (2)Effective as of execution
    
    
    Changes post-execution(and retroactively
    
    
    (specify Plan Yearif restatement)
    
    
    Effective Date(s))(a)
    Nondiscrimination testing.(Choose one or more of (1), (2), or (3)):(1)
    
    þ
    
    Traditional 401(k) Plan/ADP/ACP test.
The following testing method(s) apply
(Choose a. and b. as applicable):
  21




---



##### 



Nonstandardized 401(k) Plan
 Note: The Plan may split test for Plan Years commencing in 2005.
 a.
    
    
    
    [n/a]
    
    
    Current Year Testing.See Section 4.11(E).
Current Year Testing applies to the ADP/ACP tests
as elected below (Choose one or both of (i) and (ii)):(i)
    
    [n/a]
    ADP test.
    
    
    o
    
    
    
    o
    
    
    Effective Date(s):(ii)
    [n/a]
    ACP test.
    
    
    o
    
    
    
    o
    
    
    Effective Date(s):
 Note: The Employer may leave (ii) blank if the Plan does not permit Matching Contributions or
Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as
Employee Contributions for testing.
 b.
    
    þ
    
    Prior Year Testing.See Section 4.11(I).
Prior Year Testing applies to the ADP/ACP tests as
elected below. See Sections 4.10(B)(4)(f)(iv) and
4.10(C)(5)(e)(iv) as to the first Plan Year. (Choose
one or both of (i) and (ii)):(i)
    þ
    ADP test.
    
    þ
    
    þ
    
    Effective Date(s):1/1/09(ii)
    þ
    ACP test.
    
    þ
    
    o
    
    Effective Date(s):
 Note: The Employer may leave (ii) blank if the Plan does not permit Matching Contributions or
Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as
Employee Contributions for testing.
 (2
    )
    
    [n/a]
    
    Safe Harbor Plan/No testing or ACP test only.
(Choose one of a., b., or c.):a.
    
    [n/a]
    
    No testing.
    
    o
    
    o
    
    Effective Date(s):ADP test safe harbor applies and if applicable,ACP test safe harbor applies.b.
    
    [n/a]
    
    ACP test only.ADP test safe harbor applies, but Plan will performACP test as follows (Choose one of (i) or (ii)):(i)
    
    [n/a] Current Year Testing.
    
    o
    
    o
    
    Effective Date(s):(ii)
    
    [n/a] Prior Year Testing.
    
    o
    
    o
    
    Effective Date(s):
 Note: The Employer may elect Prior Year Testing under Election 37(a)(2)b.(ii) only for Plan Years
after the Final 401(k) Regulations Effective Date.
 c.
    
    [n/a]
    
    Possible delayed election.
    
    o
    
    o
    
    Effective Date(s):(maybe notice/supplemental notice)The Employer under Section 3.05(I)(1) may treat the Plan as a Traditional 401(k) Plan
or may make a delayed election to treat the Plan as a Safe Harbor 401(k) Plan. If the
Employer gives the maybe and supplemental notices and amends the Plan to provide for
the Safe Harbor Nonelective Contribution, the Plan is an ADP test safe harbor plan for
the Plan Year to which the maybe and supplemental notices and the amendment apply. If
the Employer does not give the supplemental notice, the Plan is a Traditional 401(k)
Plan, subject to ADP Current Year Testing and, if applicable, to ACP Current Year
Testing. If the Employer gives the supplemental notice and amends the Plan to provide
for the Safe Harbor Nonelective Contribution, and the Employer has elected Additional
Matching Contributions under Election 30(h) (Choose one of (i) or (ii)):(i)
    [n/a]
    No testing.ADP and ACP test safe harbors apply. The Employers
elections under 30(h) as to Additional Matching Contributions satisfy the ACP safe
harbor requirements and the Employer elects to apply the Election 30(h) stated ACP
test safe harbor conditions (see the Note following Election 30(h)) as to all
Additional Matching Contributions.(ii)
    [n/a]
    ACP test only.ADP safe harbor applies, but the Plan will
perform the ACP test as to all Additional Matching Contributions using Current
Year Testing.
  22




---



##### 



Nonstandardized 401(k) Plan
 Note: Even if the Employer does not elect 37(a)(2) c., the Employer still may make
a delayed election into safe harbor status under Section 3.05(I)(1) using the maybe and
supplemental notices and by amending the plan to provide for the Safe Harbor
Nonelective Contribution. However, in this case, the Employer also must amend the Plan
to make its testing elections under this Election 37 consistent with its delayed
election into safe harbor status. The Employer then may elect any election under
3 7(a)(2) , including 37(a)(2) c. An Employers election of 37(a)(2) c. permits the Plan to
remain in perpetual possible delayed safe harbor election status, while minimizing the
number of Plan amendments required to do so.
 (3)
    
    [n/a] SIMPLE 401(k) Plan/No testing.
    
    o
    
    o
    
    Effective Date(s):(b)
    
    HCE determination.(Complete both (1) and (2)):(1)
    
    Top-paid group election.(Choose one of a. or b.):a. [n/a] Does not apply.
    
    o
    
    o
    
    Effective Date(s):b. þ  Applies.
    
    o
    
    o
    
    Effective Date(s):(2)
    
    Calendar year data election (fiscal year Plan only).
(Choose one of a. or b.):a. [n/a] Does not apply.
    
    o
    
    o
    
    Effective Date(s):b. [n/a] Applies.
    
    o
    
    o
    
    Effective Date(s):
 ARTICLE V
VESTING REQUIREMENTS
 NORMAL RETIREMENT AGE (5.01) (Choose one of (a) or (b))
 (a)
    [n/a]
    Specific age. The date the Participant attains age . [Note: The age may not exceed age 65.](b)
    þ
    Age/participation.The later of the date the Participant attains age 65 or the 5th anniversary of the first
day of the Plan Year in which the Participant commenced participation in the Plan. [Note: The age may not exceed
age 65 and the anniversary may not exceed the 5th.]
 EARLY RETIREMENT AGE (5.01) (Choose one of (a) or (b))
 (a)
    þ
    Not applicable.The Plan does not provide for an Early Retirement Age.(b)
    [n/a]
    Early Retirement Age.Early Retirement Age is the later of: (i) the date a Participant attains age ;
(ii) the date a Participant reaches his/her  anniversary of the first day of the Plan Year in which
the Participant commenced participation in the Plan; or (iii) the date a Participant completes  Years
of Service.
 Note: The Employer should leave blank any of clauses (i), (ii), and (iii) which are not applicable. (Choose one of (1) or (2) as applicable)
 (1)
    [n/a]
    Eligibility.Years of Service for eligibility in Election 16.(2)
    [n/a]
    Vesting.Years of Service for vesting in Elections 42 and 43.
 Note: Election of an Early Retirement Age does not affect the time at which a Participant may
receive a Plan distribution. However, a Participant becomes 100% vested at Early Retirement Age.
 ACCELERATION ON DEATH OR DISABILITY (5.02) (Choose one of (a), (b), or (c))
 (a)
    þ

    Applies.Apply 100% vesting.(b)
    [n/a]
    Not applicable.Do not apply 100%
vesting. The Participants vesting is
in accordance with the applicable Plan
vesting schedule.(c)
    [n/a]
    Limited application.Apply 100%
vesting, but only if a Participant
incurs a Severance from Employment as a
result of (Choose one of (1) or (2)):(1)
    [n/a]
Death.(2)

    [n/a] Disability.
 23




---



##### 



VESTING SCHEDULE (5.03) (Choose (a) or choose
one or both of (b) and (d) as applicable. Choose (c) if elect a non-top-heavy schedule under (b) or
(d))
 (a)
    [n/a]
    Immediate vesting.100% Vested at all times in all Accounts.
 Note:
Unless all Contribution Types are 100% Vested, the Employer should not elect 41(a).
If the Employer elects immediate vesting under 41(a), the Employer should not complete the balance
of Election 41 or Elections 42 and 43 (except as noted therein). The Employer must elect 41(a) if
the eligibility Service condition under Election 14 as to all Contribution Types (except
Elective Deferrals and Safe Harbor Contributions) exceeds one Year of Service or more than 12
months. The Employer must elect 41(b)(1) as to any Contribution Type where the eligibility service
condition exceeds one Year of Service or more than 12 months. The Employer should elect 41(b) if any Contribution Type is subject to a vesting schedule.
 (b)
    þ
    Vesting schedules:Apply the following vesting schedules (Choose one or more of (1) through (7) as applicable):
 (1)
    
    
    
    (2)
    
    (3)
    
    (4)AdditionalAll
    
    
    
    
    
    Regular
    
    Matching (SeeContributions
    
    
    
    Nonelective
    Matching
    Section 3.05(F))(1)
    
    [n/a]
    
    Immediate vesting
    
    
    
    
    
    N/A
    
    
    
    o
    
    o
    
    o(See Election 42(a))(2)
    
    [n/a]
    
    Top-heavy: 6-year graded
    
    
    
    o
    
    OR
    
    o
    
    o
    
    o(3)
    
    [n/a]
    
    Top-heavy: 3-year cliff
    
    
    
    o
    
    OR
    
    o
    
    o
    
    o(4)
    
    þ
    
    Modified top-heavy:
    
    
    
    
    
    o
    
    OR
    
    o
    
    þ
    
    oYears of Service
    
    Vested %Less than 1
    
    a.
    0
    %1
    
    b.
    20
    %2
    
    c.
    40
    %3
    
    d.
    60
    %4
    
    e.
    80
    %5
    
    f.
    100
    %6 or more
    
    
    100
    %(5)
    
    [n/a]
    
    Non-top-heavy: 7-year graded
    
    
    
    
    
    N/A
    
    
    
    o
    
    N/A
    
    N/A(6)
    
    [n/a]
    
    Non-top-heavy: 5-year cliff
    
                                                                                                                                                                                  
    
    N/A
    
    
    
    o
    
    N/A
    
    N/A(7)
    
    [n/a]
    
    Modified non-top-heavy:
    
    
    
    N/A
    
    
    
    o
    
    N/A
    
    N/AYears of Service
    
    Vested %Less than 1
    

a. ______1
    
    b. ______2
    
    c. ______3
    
    d. ______4
    
    e. ______5
    
    f. ______6
    
    g. ______7 or more
    
    
    100
    %
 Note: If the Employer does not elect 41(a), the Employer under 41(b) must elect immediate vesting
or must elect a top-heavy or modified top-heavy vesting schedule. The modified top-heavy schedule
of Election 41(b)(4) must satisfy Code §416. A top-heavy schedule must apply to Regular Matching
Contributions and to Additional Matching Contributions. See Section 5.03(A)(1). The Employer as to
Nonelective Contributions only may elect one of Elections 41(b)(5), (6), or (7) in addition to
electing a top-heavy schedule. The Employer must complete Election 41(c) if it elects any
non-top-heavy schedule. If the Employer does not elect a non-top-heavy schedule, the elected
top-heavy schedule(s) applies to all Plan Years. If the Employer elects 41(b)(7), the modified
non-top-heavy schedule must satisfy Code §411(a)(2) If the Employer elects Additional Matching
under Election 30(h), the Employer should elect vesting under the Additional Matching column in
this Election 41(b). That election applies to the Additional Matching even if the Employer has
given the maybe notice but does not give the supplemental notice for any Plan Year and as to such
Plan Years, the Plan is not a safe harbor plan and the Matching
Contributions are not Additional Matching Contributions. If the Plans Effective Date is after
December 31, 2006, do not complete Elections 41(b)(5), (b)(6), or (b)(7).
 24




---



##### 



(c)
    
    [n/a] Nonelective Contributions: application of top-heavy schedule(Choose one of (1) or
(2)):
 (1)
    
    [n/a] Apply in all Plan Years once top-heavy.Apply the top-heavy vesting schedule
under Election 41(b) for the first Plan Year in which the Plan is top-heavy and then in
all subsequent Plan Years.(2)
    
    [n/a] Apply only in top-heavy Plan Years.Apply the non-top-heavy schedule under
Election 41(b) in all Plan Years in which the Plan is not a top-heavy plan.
 (d)
    
    [n/a] Special vesting provisions:.
 Note: The Employer under Election 41(d) may describe special vesting provisions from the elections
available under Election 41 and/or a combination thereof as to a: (i) Participant group (e.g., Full
vesting applies to Division A Employees OR to Employees hired on/before x date. 6-year graded
vesting applies to Division B Employees OR to Employees hired after x date.); and/or (ii)
Contribution Type (e.g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year
graded vesting applies to Fixed Nonelective Contributions). Any special vesting provision must
satisfy Code §411(a) and must be nondiscriminatory.
 YEAR OF SERVICE  VESTING (5.05) (Complete both (a) and (b))
 Note: If the Employer elects the Elapsed Time Method for vesting the Employer should not complete
this Election 42. If the Employer elects immediate vesting, the Employer should not complete
Election 42 or Election 43 unless it elects to apply a Year of Service for vesting under any other
Adoption Agreement election.
 (a)
    
    Year of Service.An Employee must complete at least 1000 Hours of Service
during a Vesting Computation Period to receive credit for a Year of Service under Article V.
[Note: The number may not exceed 1,000. If left blank, the requirement is 1,000.](b)
    
    Vesting Computation Period.The Plan measures a Year of Service based on the following
12-consecutive month period (Choose one of (1) or (2)):
 (1)
    
    þPlan Year.(2)
    
    [n/a] Anniversary Year.
 EXCLUDED YEARS OF SERVICE  VESTING (5.05(C)) (Choose (a) or choose one or more of (b) through (e) as
applicable)
 (a)
    
    þNone.None other than as specified in Section 5.05(C)(1).(b)
    
    [n/a] Age 18.Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.(c)
    
    [n/a] Prior to Plan establishment.Any Year of Service during the period the Employer did not maintain this Plan or a predecessor
plan.(d)
    
    [n/a] Rule of Parity.Any Year of Service excluded under the rule of parity. See Plan Section 5.06(C).(e)
    
    [n/a] Additional exclusions.The following Years of Service:  .
 Note: The Employer under Election 43(e) may describe vesting service exclusions provisions
available under Election 43 and/or a combination thereof as to a: (i) Participant group (e.g., No
exclusions apply to Division A Employees OR to Employees hired on/before x date. The age 18
exclusion applies to Division B Employees OR to Employees hired after x date.); or (ii)
Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective Contributions. The age
18 exclusion applies to Fixed Nonelective Contributions). Any exclusion specified under Election
43(e) must comply with Code 411(a)(4). Any exclusion must be nondiscriminatory.
 ARTICLE VI
DISTRIBUTION OF ACCOUNT BALANCE
 MANDATORY DISTRIBUTION (6.01(A)(1)/6.08(D)) (Choose one of (a) or (b))
 (a)
    
    [n/a] No Mandatory Distribution.The Plan will not make a Mandatory Distribution following Severance from Employment.(b)
    
    þMandatory Distribution.The Plan will make a Mandatory Distribution following Severance from Employment.
(Complete (1) and (2). Choose (3) unless the Employer elects to limit Mandatory Distributions to $1,000
including Rollover Contributions under Elections44(b)(1)b. and44(b)(2)b.):(1)
    
    Amount limit.As to a Participant who incurs a Severance from Employment and who will
receive distribution before attaining the later of age 62 or Normal Retirement Age, the
Mandatory Distribution maximum amount is equal to (Choose one of a., b., or c.):
 a.
    
    [n/a]$5,000.b.
    
    þ$1,000.c.
    
    [n/a] Specify amount:$(may not exceed $5,000).

 25




---



##### 



(2
    )
    
    Application of Rollovers to amount limit.In determining whether a Participants
Vested Account Balance exceeds the Mandatory Distribution dollar limit in Election
44(b)(1), the Plan (Choose one of a. or b.):a.
    
    [n/a]
    
    Disregards Rollover Contribution Account.b.
    
    
    
    Includes Rollover Contribution Account.(3
    )
    
    [n/a] Amount of Mandatory Distribution subject to Automatic Rollover.A Mandatory
Distribution to a Participant before attaining the later of age 62 or Normal Retirement
Age is subject to Automatic Rollover under Section 6.08(D) (Choose one of a. or b.):a.
    
    [n/a]
    
    Only if exceeds $1,000.Only if the amount of the Mandatory
Distribution exceeds $1,000, which for this purpose must include any Rollover
Contributions Account.b.
    
    [n/a]
    
    Specify lesser amount.Only if the amount of the Mandatory Distribution
is at least: $_______ (specify $1,000 or less).
 SEVERANCE DISTRIBUTION TIMING (6.01) (Choose one or more of (a) through
(k) as applicable)
 Note: If a Participant dies after Severance from Employment but before receiving distribution of
all of his/her Account, the elections under this Election 45 no longer apply. See Section 6.01(B)
and Election 49.
 (1)
    
    (2)Mandatory
    
    DistributionDistribution
    
    Requiring Consent(a)
    
    
    þ
    
    
    Immediate.Immediately following Severance from Employment.
    
    þ
    
    þ(b)
    
    
    [n/a]
    
    
    Next Valuation Date.After the next Valuation Date following Severance
from Employment.
    
    o
    
    o(c)
    
    
    [n/a]
    
    
    Plan Year.In the  Plan Year following Severance from
Employment (e.g., next or fifth).
    
    o
    
    o(d)
    
    
    [n/a]
    
    
    Plan Year quarter.In the  Plan Year quarter following
Severance from Employment (e.g., next or fifth).
    
    o
    
    o(e)
    
    
    [n/a]
    
    
    Contribution Type Accounts. as to the
Participants  Account(s) and  as to
the Participants  Account(s) (e.g., As soon as is practical
following Severance from Employment as to the Participants Elective
Deferral Account and as soon as is practical in the next Plan Year
following Severance from Employment as to the Participants Nonelective
and Matching Accounts).
    
    o
    
    o(f)
    
    
    [n/a]
    
    
    Vesting controlled timing.If the Participants total
Vested Account Balance exceeds $,
distribute  (specify timing)and if
the Participants total Vested Account Balance does not
exceed $, distribute  (specify timing).
    
    o
    
    o(g)
    
    
    [n/a]
    
    
    Distribute at Normal Retirement Age.As to a Mandatory
Distribution, distribute not later than 60 days after the
beginning of the Plan Year following the Plan Year in
which the previously severed Participant attains the
earlier of Normal Retirement Age or age 65. [Note: An
election under column (2) only will have effect if the
Plans NRA is less than age 62.]
    
    o
    
    o(h)
    
    
    [n/a]
    
    
    Acceleration.Notwithstanding any later specified distribution date in
Election 45, a Participant may elect an earlier distribution
following Severance from Employment (Choose (1) and (2) as applicable):
    
    o
    
    o(1
    )
    
    [n/a]
    
    Disability.If Severance from Employment is on account of Disability or if
the Participant incurs a Disability following Severance from Employment.(2
    )
    
    [n/a]
    
    Hardship.If the Participant incurs a hardship under Section 6.07
following Severance from Employment.
 26




---



##### 



(i)
    
    
    [n/a]
    
    
    Required distribution at Normal Retirement Age.A severed Participant
may not elect to delay distribution beyond the later of age 62 or Normal
Retirement Age.
    
    N/A
    
    o(j)
    
    
    [n/a]
    
    
    No buy-back/vesting controlled timing.
Distribute as soon as is practical following Severance
from Employment if the Participant is fully Vested.
Distribute as soon as is practical following a Forfeiture
Break in Service if the Participant is not fully Vested.
    
    o
    
    o(k)
    
    
    [n/a]
    
    
    Describe Severance from Employment distribution timing:
 Note: The Employer under Election 45(k) may describe Severance from Employment distribution timing
provisions from the elections available under Election 45 and/or a combination thereof as to any:
(i) Participant group (e.g., Immediate distribution after Severance of Employment applies to
Division A Employees OR to Employees hired on/before x date. Distribution after the next
Valuation Date following Severance from Employment applies to Division B Employees OR to Employees
hired after x date.); (ii) Contribution Type (e.g., As to Division A Employees, immediate
distribution after Severance of Employment applies as to Elective Deferral Accounts and
distribution after the next Valuation Date following Severance from Employment applies to
Nonelective Contribution Accounts); and/or (iii) merged plan account now held in the Plan (e.g.,
The accounts from the X plan merged into this Plan continue to be distributable in accordance with
the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employers
election under Election 45(k) must: (i) be objectively determinable; (ii) not be subject to
Employer discretion; (iii) comply with Code §401(a)(14) timing requirements; (iv) be
nondiscriminatory and (v) preserve Protected Benefits as required.
 IN-SERVICE DISTRIBUTIONS/EVENTS (6.01(C)) (Choose one of (a) or (b))
 Note: If the Employer elects any In-Service Distribution option, a Participant may elect to
receive as many In-Service Distributions per Plan Year (with a minimum of one per Plan Year) as the
Plan Administrators In-Service Distribution form or policy may permit. If the form or policy is
silent, the number of In-Service Distributions is not limited. Prevailing Wage Contributions are
treated as Nonelective Contributions unless the Prevailing Wage Contract provides otherwise. See
Section 6.01(C)(4)(d) if the Employer elects to use Prevailing Wage Contributions to offset other
contributions.
 (a)
    [n/a]
    None.The Plan does not permit any In-Service Distributions
except as to any of the following (if applicable): (i) RMDs
under Section 6.02; (ii) Protected Benefits; and (iii)
under Section 6.01(C)(4) as to Employee Contributions,
Rollover Contributions, DECs, Transfers, and Designated IRA
Contributions.(b)
    þ
    Permitted.In-Service Distributions are permitted as
follows from the designated Contribution Type Accounts
(Choose one or more of (1) through (9)):
 Note: Unless the Employer elects otherwise in Election 46(b)(9), Elective Deferrals under Election
46(b) includes Pre-Tax and Roth Deferrals and Matching Contributions includes Additional Matching
Contributions, irrespective of the Plans ACP testing status.
 (1)
    
    
    
    (2)
    
    (3)
    
    (4)
    
    (5)
    
    (6)
    
    (7)All
    
    
    
    Elective
    
    Safe Harbor
    
    
    
    
    
    Matching
    
    Nonelective/Contributions
    
    
    
    Deferrals
    
    Contributions
    
    QNECs
    
    QMACs
    
    Contrib.
    
    SIMPLE(1)
    
    [n/a]
    
    None.Except for
Election 46(a)
    
    N/A(See Election
exceptions. 46(a))
    
    
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o(2)
    
    þ
    
    Age59 1/2 (must
be at least 59 1/2).
    
    þ
    
    OR
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o(3)
    
    þ
    
    Age under age 59 1/2
(less than 59 1/2).
    
    N/A
    
    
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    þ
    
    o(4)
    
    þ
    
    Hardship (safe
harbor).See
Section 6.07(A).
    
    N/A
    
    
    
    þ
    
    N/A
    
    N/A
    
    N/A
    
    o
    
    o(5)
    
    [n/a]
    
    Hardship (non-
safe harbor).See
Section 6.07(B).
    
    N/A
    
    
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    o
    
    o(6)
    
    [n/a]
    
    Disability.
    
    o
    
    OR
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o(7)
    
    [n/a]
    
    year
contributions.
(specify minimum of
two years)See
Section 6.01(C)(4)(a)(i).
    
    N/A
    
    
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    o
    
    o
 27




---



##### 



(1)
    
    
    
    (2)
    
    (3)
    
    (4)
    
    (5)
    
    (6)
    
    (7)All
    
    
    
    Elective
    
    Safe Harbor
    
    
    
    
    
    Matching
    
    Nonelective/Contributions
    
    
    
    Deferrals
    
    Contributions
    
    QNECs
    
    QMACs
    
    Contrib.
    
    SIMPLE(8)
    
    [n/a]
    
    months
of participation.
(specify minimum of
60 months)See
Section 6.01(C)(4)(a)(ii).
    
    N/A
    
    
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    o
    
    o(9)
    
    þ
    
    Describe:withdrawal of Matching Contributions allowed under the age of 59
1/2 if the Matching Contributions have been in the Plan for 24 months
 Note: The Employer under Election 46(b)(9) may describe In-Service Distribution provisions from
the elections available under Election 46 and/or a combination thereof as to any: (i) Participant
group (e.g., Division A Employee Accounts are distributable at age 59 1/2 OR Accounts of Employees
hired on/before x date are distributable at age 59 1/2). No In-Service Distributions apply to
Division B Employees OR to Employees hired after x date.); (ii) Contribution Type (e.g.,
Discretionary Nonelective Contribution Accounts are distributable on Disability. Fixed Nonelective
Contribution Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or (iii)
merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan
continue to be distributable in accordance with the X plan terms [supply terms] and not in
accordance with the terms of this Plan). An Employers election under Election 46(b)(9) must: (i)
be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected
Benefits as required; (iv) be nondiscriminatory; and (v) not permit an early distribution of any
Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).
 In-Service Distribution of other Accounts.
 IN-SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS (6.01(C)) (Choose one of (a) or (b))
 Note: The Employer should complete Election 47 if the Employer elects any In-Service Distributions
under Election 46(b).
 (a)
    þ
    Additional conditions.(Complete (1). Choose (2) and (3) as applicable):
 (1)
    
    Vesting.A Participant may receive an In-Service Distribution under Election 46(b)
based on vesting in the distributing Account as follows (Choose one of a., b., or c.):
 a.
    [n/a]
    100% vesting required.A Participant may not receive any In-Service
Distribution unless the Participant is 100% Vested in the distributing Account.b.
    [n/a]
    100% vesting required except hardship.A Participant may not receive
any In-Service Distribution unless the Participant is 100% Vested in the distributing
Account, unless the distribution is based on hardship.c.
    [n/a]
    Not required.A Participant may receive an In-Service Distribution even
from a partially-Vested Account, but the amount distributed may not exceed the Vested
amount in the distributing partially-Vested Account.
 (2)
    þ
    Minimum amount.A Participant may not receive an In-Service Distribution in an
amount which is less than: $$500 minimum withdrawal amount (specify amount not
exceeding $1,000).
 (3)
    þ
    Describe other conditions:withdrawal of all contributions except rollover
contributions limited to 3 times in a calendar year
 Note: An Employers election under Election 47(a)(3) must: (i) be objectively determinable; (ii)
not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be
nondiscriminatory; and (v) not permit an early distribution of any Restricted 401(k) Accounts or
Restricted Pension Accounts. See Section 6.01(C)(4).
 (b)
    
    [n/a] No other conditions.A Participant may elect to receive an In-Service Distribution upon
any Election 46(b) event without further condition, provided that the amount distributed may
not exceed the Vested amount in the distributing Account.
 POST-SEVERANCE AND LIFETIME RMD DISTRIBUTION METHODS (6.03) (Choose one or more of (a) through (f) as applicable)
 Note: If a Participant dies after Severance from Employment but before receiving distribution of
all of his/her Account, the elections under this Election 48 no longer apply. See Section 6.01(B)
and Election 49.
 (a)
    þ
    Lump-Sum.See Section 6.03(A)(3).(b)
    þ
    Installments only if Participant subject to lifetime RMDs.A Participant
who is required to receive lifetime RMDs may receive installments payable in
monthly, quarterly or annual installments equal to or exceeding the annual
RMD amount. See Sections 6.02(A) and 6.03(A)(4)(a).(c)
    þ
    Installments.See Section 6.03(A)(4).(d)
    [n/a]
    Alternative Annuity:. See Section 6.03(A)(5).
 28




---



##### 



Nonstandardized 401(k) Plan
 Note: Under a Plan which is subject to the joint and survivor annuity distribution requirements of
Section 6.04 (Election 50(b)), the Employer may elect under 48(d) to offer one or more additional
annuities (Alternative Annuity) to the Plans QJSA or QPSA. If the Employer elects under Election
50(a) to exempt Exempt Participants from the joint and survivor annuity requirements, the Employer
should not elect to provide an Alternative Annuity under 48(d).
 (e)
    
    [n/a] Ad-Hoc distributions.See Section 6.03(A)(6).
 Note: If an Employer elects to permit Ad-Hoc distributions: (i) the option must be available to
all Participants; and (ii) the option is a Protected Benefit
 (f)
    
    [n/a] Describe distribution method(s): ___
 Note: The Employer under Election 48(f) may describe Severance from Employment distribution
methods from the elections available under Election 48 and/or a combination thereof as to any: (i)
Participant group (e.g., Division A Employee Accounts are distributable in a Lump-Sum OR Accounts
of Employees hired after x date are distributable in a Lump-Sum. Division B Employee Accounts are
distributable in a Lump-Sum or in Installments OR Accounts of Employees hired on/before x date
are distributable in a Lump-Sum or in Installments.); (ii) Contribution Type (e.g., Discretionary
Nonelective Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective Contribution
Accounts are distributable in a Lump-Sum or in Installments); and/or (iii) merged plan account now
held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be
distributable in accordance with the X plan terms [supply terms] and not in accordance with the
terms of this Plan). An Employers election under Election 48(f) must: (i) be objectively
determinable; (ii) not be subject to Employer, Plan Administrator or Trustee discretion; (iii) be
nondiscriminatory; and (iv) preserve Protected Benefits as required.
 BENEFICIARY DISTRIBUTION ELECTIONS (6.01(B)/6.02(B)/6.03) (Complete (a), (b), and (c))
 Note: For purposes of this Election 49, unless otherwise noted, a Beneficiary includes, but is
not limited to a Designated Beneficiary under Section 6.02(E)(1).
 (1)
    
    (2)Spouse Beneficiary
    
    Other Beneficiary(a)
    
    Timing.The Plan will distribute to the Beneficiary as soon
as is practical at (or not later than) the following time or date
(Choose one of (1) though (4). Choose (5) if applicable):(1)
    
    [n/a]
    
    Immediate.Immediately following the
    
    o
    
    oParticipant's death.(2)
    
    [n/a]
    
    Next Calendar Year.In the calendar year which
    
    o
    
    onext follows the calendar year of the Participant'sdeath, but not later than December 31 of suchfollowing calendar year.(3)
    
    þ
    
    As Beneficiary elects.At such time as the Beneficiary
    
    þ
    
    þmay elect, provided that distribution pursuant to suchelection (or in the absence of any Beneficiary election)must commence no later than the Section 6.02 required date.(4)
    
    [n/a]
    
    Describe: _________________________________________________
    
    o
    
    o[Note: The Employer under Election 49(a)(4) may describe an alternative distribution timing or
afford the Beneficiary an election which is narrower than that permitted under election 49(a)(3).
However, any election under Election 49(a)(4) must require distribution to commence no later than
the Section 6.02 required date.](5)
    
    [n/a]
    
    Death before DCD; spousal election to delay.If the
    
    o
    
    N/AParticipant dies before his/her Distribution CommencementDate and the Participant's sole Designated Beneficiary ishis/her spouse, the spouse may elect to delay distributionuntil the end of the calendar year in which the Participantwould have attained age 70 1/2, if that date is later than thedate upon which distribution would be required to commenceto a non-spouse Beneficiary.(b)
    
    Method.The Plan will distribute to the Beneficiary under the
following distribution method(s). If more than one method is
elected, the Beneficiary may choose the method of distribution.
  29




---



##### 



(Choose one or more of (1) through (4) but do not elect (4) only):(1)
    
    [n/a]
    
    Lump-Sum.See Section 6.03(A)(3).
    
    o
    
    o(2)
    
    þ
    
    Installments sufficient to satisfy RMD.
    
    þ
    
    oSee Section 6.03(A)(4)(a). An Installment in each DistributionCalendar Year must at least equal the RMD amount.(3)
    
    [n/a]
    
    Ad-Hoc sufficient to satisfy RMD.See Section 6.03(A)(6).
    
    o
    
    oThe Beneficiary must elect an Ad-Hoc distribution for eachDistribution Calendar Year at least equal to the RMD amount.[Note: If an Employer elects to permit Ad-Hoc distributions: (i) the option must be available to
all Beneficiaries; and (ii) the option is a Protected Benefit.](4)
    
    þ
    
    QPSA.See Section 6.04(B).
    
    þ
    
    N/A[Note: If the Employer elects 50(b), the Employer should elect 49(b)(4). If the Employer elects
50(a), the Employer should not elect 49(b)(4). A surviving spouse may elect to waive the QPSA in
favor of another method.](c)
    
    Death before the DCD.If a Participant dies before the Distribution
Commencement Date, the distribution to the Beneficiary will be made
in accordance with the following rule(s) (Choose one of (1), (2), or (3)):(1)
    
    [n/a]
    
    Beneficiary election.See Section 6.02(B)(1)(e). This election
    
    o
    
    oapplies only if the Beneficiary is a Designated Beneficiaryunder Treas. Reg. §1.401(a)(9)-4. If not, the 5-year rule applies.In the absence of the Designated Beneficiary's election, theLife Expectancy rule applies. The Employer in Appendix Bmay elect to change the default (no Designated Beneficiaryelection) to the 5-year rule.(2)
    
    [n/a]
    
    Life Expectancy rule.See Section 6.02(B)(1)(d). This election
    
    o
    
    oapplies only if the Beneficiary is a Designated Beneficiaryunder Treas. Reg. §1.401(a)(9)-4. If not, the 5-year rule applies.(3)
    
    [n/a]
    
    5-year rule.See Section 6.02(B)(1)(c). This election applies
    
    o
    
    oregardless of whether the Beneficiary is a Designated Beneficiaryunder Treas. Reg. §1.401(a)(9)-4.50. JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor annuity
distribution requirements of Section 6.04 (Choose one of (a) or (b)):(a)
    
    [n/a]
    
    Profit sharing exception.Do not apply to an Exempt Participant, as described in
Section 6.04(G)(1), but apply to any other Participants (or to a portion of their Account as
described in Section 6.04(G)) (Complete (1)):(1)
    
    One-year marriage rule.Under Section 7.05(A)(3) relating to an Exempt Participants
Beneficiary designation under the profit sharing exception (Choose one of a. or b.):a.
    
    [n/a] Applies.The one-year marriage rule applies.b.
    
    [n/a] Does not apply.The one-year marriage rule does not apply.(b)
    
    [n/a]
    
    Joint and survivor annuity applicable.Section 6.04 applies to all Participants (Complete (1)):(1)
    
    One-year marriage rule.Under Section 6.04(B) relating to the QPSA (Choose one of a.
or b.):a.
    
    [n/a] Applies.The one-year marriage rule applies.b.
    
    [n/a] Does not apply.The one-year marriage rule does not apply.
 30




---



##### 



ARTICLE VII
ADMINISTRATIVE PROVISIONS
 ALLOCATION OF EARNINGS (7.04(B)) (Choose one or more of (a) through (f) as
applicable)
 Note: Elective Deferrals/Employee Contributions also includes Rollover Contributions, Transfers,
DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions
and Nonelective Contributions includes all Nonelective Contributions unless described otherwise in
Election 51(f).
 (2)(1)
    
    
    
    Elective Deferrals/
    
    (3)
    
    (4)All
    
    
    
    Employee
    
    Matching
    
    NonelectiveContributions
    
    
    
    Contributions
    
    Contributions
    
    Contributions(a)
    
    þ
    
    Daily.See Section 7.04(B)(4)(a).
    
    þ
    
    OR
    
    þ
    
    þ
    
    
    o(b)
    
    [n/a]
    
    Balance forward.
    
    o
    
    OR
    
    o
    
    o
    
    
    oSee Section 7.04(B)(4)(b).(c)
    
    [n/a]
    
    Balance forward with adjustment.
    
    o
    
    OR
    
    o
    
    o
    
    
    oSee Section 7.04(B)(4)(c). Allocatepursuant to the balance forward method,except treat as part of the relevantAccount at the beginning of the ValuationPeriod ______ % of the contributionsmade during the following ValuationPeriod: _________________________________.(d)
    
    [n/a]
    
    Weighted average.See Section
    
    o
    
    OR
    
    o
    
    o
    
    
    o7.04(B)(4)(d). If not a monthlyweighting period, the weightingperiod is: __________________________.(e)
    
    [n/a]
    
    Participant-Directed Account.
    
    o
    
    OR
    
    o
    
    o
    
    
    oSee Section 7.04(B)(4)(e).(f)
    
    [n/a]
    
    Describe Earnings allocation method: _____________________________________________________________________________________________
 Note: The Employer under Election 51(f) may describe Earnings allocation methods from the
elections available under Election 51 and/or a combination thereof as to any: (i) Participant group
(e.g., Daily applies to Division A Employees OR to Employees hired after x date. Balance forward
applies to Division B Employees OR to Employees hired on/before x date.); (ii) Contribution Type
(e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant-Directed
Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment
vendor or Account type (e.g., Balance forward applies to investments placed with vendor A and
Participant-Directed Account applies to investments placed with vendor B OR Daily applies to
Participant-Directed Accounts and balance forward applies to pooled Accounts); and/or (iv) merged
plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan
continue to be subject to Earnings allocation in accordance with the X plan terms [supply terms]
and not in accordance with the terms of this Plan). An Employers election under Election 51(f)
must: (i) be objectively determinable; (ii) not be subject to Employer discretion; and (iii) be
nondiscriminatory.
 ARTICLE VIII
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
 VALUATION OF TRUST (8.02(C)(4)) (Choose one or more of (a) through (d) as applicable)
 Note: Elective Deferrals/Employee Contributions also include Rollover Contributions, Transfers,
DECs and Designated IRA Contributions, Matching Contributions includes all Matching Contributions
and Nonelective Contributions includes all Nonelective Contributions unless described otherwise in
Election 52(d).
 (2)(1)
    
    
    
    Elective Deferrals/
    
    (3)
    
    (4)All
    
    
    
    Employee
    
    Matching
    
    NonelectiveContributions
    
    
    
    Contributions
    
    Contributions
    
    Contributions(a)
    
    [n/a]
    
    No additional Valuation Dates.
    
    o
    
    OR
    
    o
    
    o
    
    
    o
 31




---



##### 



(2)(1)
    
    
    
    Elective Deferrals/
    
    (3)
    
    (4)All
    
    
    
    Employee
    
    Matching
    
    NonelectiveContributions
    
    
    
    Contributions
    
    Contributions
    
    Contributions(b)
    
    þ
    
    Daily Valuation Dates.Each business
    
    þ
    
    OR
    
    o
    
    o
    
    
    oday of the Plan Year on which Planassets for which there is anestablished market are valued andthe Trustee is conducting business.(c)
    
    [n/a]
    
    Last day of a specified period.The
    
    o
    
    OR
    
    o
    
    o
    
    
    olast day of each ___________ of the PlanYear.(d)
    
    [n/a]
    
    Specified Valuation Dates: ____________________________________________________________________________
 Note: The Employer under Election 52(d) may describe Valuation Dates from the elections available
under Election 52 and/or a combination thereof as to any: (i) Participant group (e.g., No
additional Valuation Dates apply to Division A Employees OR to Employees hired after x date.
Daily Valuation Dates apply to Division B Employees OR to Employees hired on/before x date.);
(ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective
Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective
Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No
additional Valuation Dates apply to investments placed with vendor A and Daily Valuation Dates
apply to investments placed with vendor B OR Daily Valuation Dates apply to Participant-Directed
Accounts and no additional Valuation Dates apply to pooled Accounts); and/or (iv) merged plan
account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to
be subject to Trust valuation in accordance with the X plan terms [supply terms] and not in
accordance with the terms of this Plan). An Employers election under Election 52(d) must: (i) be
objectively determinable; (ii) not be subject to Employer discretion; and (iii) be
nondiscriminatory.
 32




---



##### 



Nonstandardized 401(k)Plan
 EXECUTION PAGE
  Employer: Sterling Chemicals, Inc.Date:Signed:[print name/title]
  Discretionary Trustee(s):Date:Signed:[print name/title]Nondiscretionary Trustee(s):Date:Signed:[print name/title]Prototype Plan Sponsor: Prudential Insurance Company of America (PICA)Date:Signed:[print name/title]
 Use of Adoption Agreement.
 Execution for Page Substitution Amendment Only.    Note: The
Effective Date may be retroactive or may be prospective as permitted under Applicable Law.
 Prototype Plan Sponsor. 751 Broad Street, Newark, NJ 07102-3777 1-800-848-4015
 Reliance on Sponsor Opinion Letter. only
  33




---



##### 



Nonstandardized 401(k) Plan
 APPENDIX A
EGTRRA RESTATED PLANS  SPECIAL EFFECTIVE DATES
[ Covering period from restated Effective Date in Election 4(b) until Employer executes EGTRRA restatement ]
 SPECIAL EFFECTIVE DATES (1.19) (Choose (a) or one or more of (b) through (r) as applicable)
 Note: If the Employer elects 53(a) , do not complete the balance of this Election 53.
 (a)
    
    [n/a]
    


    Not applicable.The Employer does not elect any Appendix A special Effective Dates.
 Note: The Employer should use this Appendix A where it is restating its Plan for EGTRRA with a
retroactive Effective Date, but where one or more Adoption Agreement elections under the restated
Plan became effective after the Plans general restatement Effective Date under Election 4(b) . For
periods prior to the below-specified special Effective Date(s), the Plan terms in effect prior to
its restatement under this Adoption Agreement control for purposes of the designated provisions.
Any special Effective Date the Employer elects must comply with Applicable Law.
 (b)
    
    [n/a]
    
    Contribution Types (1.12).The Contribution Types under Election(s) 6 ______ are effective: _________.
[Note: The Plan may not permit Roth Deferrals before January 1, 2006.](c)
    
    [n/a]
    

    Excluded Employees (1.21(D)).The Excluded Employee provisions under Election(s) 8 ______ are effective: _________.(d)
    
    [n/a]
    

    Compensation (1.11).The Compensation definition under Election(s) ______ (specify 9-11 as applicable)are effective: _________.(e)
    
    [n/a]
    

    Eligibility (2.01-2.03).The eligibility provisions under Election(s) ______ (specify 14-19 as applicable)are effective: _________.(f)
    
    [n/a]
    

    Elective Deferrals (3.02(A)-(C)).The Elective Deferral provisions under Election(s) ______ (specify 20-22 as applicable)are
effective: _________.(g)
    
    [n/a]
    

    Catch-Up Deferrals (3.02(D)).The Catch-Up Deferral provisions under Election 23 are effective: _________.(h)
    
    [n/a]
    

    Matching Contributions (3.03).The Matching Contribution provisions under Election(s) ______ (specify 24-26 as applicable)are
effective: _________.(i)
    
    [n/a]
    

    Nonelective Contributions (3.04).The Nonelective Contribution provisions under Election(s) ______ (specify 27-29 as applicable)
are effective: _________.(j)
    
    [n/a]
    

    401(k)safe harbor (3.05).The 401(k) safe harbor provisions under Election(s) 30 are effective: _________.(k)
    
    [n/a]
    
    Allocation conditions (3.06).The allocation conditions under Election(s) ______ (specify 31-32 as applicable)are effective: ______(l)
    
    [n/a]
    

    Forfeitures (3.07).The forfeiture allocation provisions under Election(s) ______ (specify 33-34 as applicable)are effective:(m)
    
    [n/a]
    

    Employee Contributions (3.09).The Employee Contribution provisions under Election(s) 35 ______ are effective:(n)
    
    [n/a]
    

    Testing elections (4.06(B)).The testing elections under Election(s) 37 ______ under the Effective as of execution (and
retroactively if restatement) column are effective: _________.(o)
    
    [n/a]
    

    Vesting (5.03).The vesting provisions under Election(s) ______ (specify 38-43 as applicable)are effective: _________.(p)
    
    [n/a]
    

    Distributions (6.01 and 6.03).The distribution elections under Election(s) ______ (specify 44-50 as applicable)are effective: _________.(q)
    
    [n/a]
    

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

    Special Effective Date(s) for other elections(specify elections and dates): expenses are to be paid from plan assets as provided in
the base plan document effective January 1, 2008
  1




---



##### 



Nonstandardized 401(k)Plan
 APPENDIX B
BASIC PLAN DOCUMENT OVERRIDE ELECTIONS
 BASIC PLAN OVERRIDES. (Choose (a) or choose one or more of (b) through (i) as applicable)
 Note: If the Employer elects 54(a) , do not complete the balance of this Election 54
 (a)
    
    [n/a]
    
    Not applicable.The Employer does not elect to override any basic plan provisions.
 Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an
election on Appendix A (Election 53(r) ) to specify a special Effective Date for any override
provision the Employer elects in this Election 54. If the Employer, after it has executed this
Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer
should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise
in the amendment.
 (b)
    
    þ
    
    Definition (Article I) overrides.(Choose one or more of (1) through (9) as applicable):
 (1)
    
    [n/a]
    
    W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)).W-2
Compensation excludes amounts paid or reimbursed by the Employer for moving expenses
incurred by an Employee, but only to the extent that, at the time of payment, it is
reasonable to believe that the Employee may deduct these amounts under Code §217.(2)
    
    [n/a]
    
    Alternative (general) 415 Compensation (1.11(B)(4)).The Employer elects to
apply the alternative (general) 415 definition of Compensation in lieu of simplified 415
Compensation. As to amounts received from an unfunded nonqualified deferred compensation
plan which is includible in gross income in the taxable year of receipt (Choose one of a.
or b.):
 a.
    
    [n/a]
    
    Include.Include the nonqualified deferred compensation.b.
    
    [n/a]
    
    Do not include.Do not include the nonqualified deferred compensation.
 (3)
    
    þ
    
    Inclusion of Deemed 125 Compensation (1.11(C)).Compensation under Section 1.11
includes Deemed 125 Compensation.(4)
    
    [n/a]
    
    Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)).The Plan
includes Post-Severance Compensation within the meaning of Prop. Treas. Reg.
§1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or
both of a. and b.):
 a.
    
    [n/a]
    
    Include for 415 testing.Include for 415 testing and for other testing
which uses 415 Compensation. This provision applies effective as of ___________ (specify a date which is no earlier than January 1, 2005).b.
    
    [n/a]
    
    Include for allocations.Include for allocations as follows (specify
affected Contribution Type(s) and any adjustments to Post-Severance Compensation used
for allocation):_________________________________________. This provision applies effective as of ______________ (specify a date which is no earlier than January 1, 2002).
 (5)
    
    [n/a]
    
    Inclusion of Deemed Disability Compensation (1.11(K)).Include Deemed
Disability Compensation. (Choose one of a. or b.):
 a.
    
    [n/a]
    
    NHCEs only.Apply only to disabled NHCEs.b.
    
    [n/a]
    
    All Participants.Apply to all disabled Participants. The Employer will
make Employer Contributions for such disabled Participants for: _________________________________________ (specify a fixed or
determinable period).
 (6)
    
    [n/a]
    
    Early application of final401(k)regulations (1.28).The Employer (consistent
with the Plan Administrators operation of the Plan) elects to apply the final 401(k)
regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the
regulations effective as of: ____________________________________ (specify Plan Year ending after December 29, 2004, e.g., Plan
Year ending December 31, 2004 OR Plan Year beginning January 1, 2005).(7)
    
    [n/a]
    
    Leased Employees (1.21(B)).The Employer for purposes of the following
Contribution Types, does not exclude Leased Employees: _______________________________________________ (specify Contribution Types).(8)
    
    [n/a]
    
    Offset if contributions to leasing organization plan (1.21(B)(2)).The Employer
will reduce allocations to this Plan for any Leased Employee to the extent that the
leasing organization contributes to or provides benefits under a leasing organization plan
to or for the Leased Employee and which are attributable to the Leased Employees services
for the Employer. The amount of the offset is as follows: _____________________________________.
 Note: The election of an offset under this Election 54(b)(8) requires that the Employer aggregate
its plan with the leasing organizations plan for coverage and nondiscrimination testing.
 (9)
    
    [n/a]
    
    Reclassified Employees (1.21(D)(3)).The Employer for purposes of the following
Contribution Types, does not exclude Reclassified Employees (or the following categories
of Reclassified Employees): ______________________________________ (specify Contribution Types and/or categories of Reclassified
Employees).
  1




---



##### 



Nonstandardized 401(k) Plan
 
 (c)
    
    [n/a]
    
    Rule of parity  participation (Article II) override (2.03(D)).For purposes of Plan participation, the Plan
applies the rule of parity under Code §410(a)(5)(D).(d)
    
    [n/a]
    
    Contribution/allocation (Article III) overrides.(Choose one or more of (1) through (7) as applicable):
 (1)
    
    [n/a]
    
    Treatment of Automatic Deferrals as Roth Deferrals (3.02(B)(7)).The Employer
elects to treat Automatic Deferrals as Roth Deferrals in lieu of treating Automatic
Deferrals as Pre-Tax Deferrals.(2)
    
    [n/a]
    
    Application of Safe Harbor Contributions to other allocations (3.05(E)(11)).
Any Safe Harbor Nonelective Contributions allocated to a Participants account will notbe
applied toward (offset) any allocation to the Participant of a non-Safe Harbor Nonelective
Contribution.(3)
    
    [n/a]
    
    Short Plan Year or allocation period (3.06(B)(1)(c)).The Plan Administrator (Choose one of a. or b.):
 a.
    
    [n/a]
    
    No pro-ration.Will notpro-rate Hours of Service in any short allocation period.b.
    
    [n/a]
    
    Pro-ration based on months.Will pro-rate any Hour of Service
requirement based on the number of months in the short allocation period.
 (4)
    
    [n/a]
    
    Limited waiver of allocation conditions for re-hired Participants (3.06(G)).
The allocation conditions the Employer has elected in the Adoption Agreement do not apply
to re-hired Participants in the Plan Year they resume participation, as described in
Section 3.06(G).(5)
    
    [n/a]
    
    Associated Match forfeiture timing (3.07(A)(1)(c)).Forfeiture of associated
matching contributions occurs in the Testing Year.(6)
    
    [n/a]
    
    Safe Harbor top-heavy exempt fail-safe (3.07(A)(4)).In lieu of ordering
forfeitures as (a), (b), (c), and (d) under Section 3.07(A)(4), the Employer establishes
the following forfeiture ordering rules (Specify the ordering rules, for example, (d),
(a), (b), and (c)):  .(7)
    
    [n/a]
    
    Suspension (3.06(F)(3)).The Plan Administrator in applying Section 3.06(F)
will (Choose one or more of a., b., and c. as applicable):
 a.
    
    [n/a]
    
    Re-order tiers.Apply the suspension tiers in Section 3.06(F)(2) in the
following order: _________ (specify order).b.
    
    [n/a]
    
    Hours of Service tie-breaker.Apply the greatest Hours of Service as
the tie-breaker within a suspension tier in lieu of applying the lowest Compensation.c.
    
    [n/a]
    
    Additional/other tiers.Apply the following additional or other tiers: ______
(specify suspension tiers and ordering).
 (e)
    
    [n/a]
    
    Testing (Article IV) overrides.(Choose one or both of (1) and (2) as applicable):
 (1)
    
    [n/a]
    
    Early application of Gap Period income to Excess Deferrals (4.11(C)(1)).The
Plan Administrator will distribute Gap Period income allocated on Excess Deferrals as to
Excess Deferrals occurring in the  Taxable Year and in
later Taxable Years (Specify a Taxable Year before 2008).(2)
    
    [n/a]
    
    Early application of Gap Period income to Excess Contributions/Aggregates
(4.11(C)(2)).The Plan Administrator will distribute Gap Period income allocated on Excess
Contributions and Excess Aggregate Contributions occurring in the 
Plan Year and in later Plan Years (Specify a Plan Year before the Final 401(k)
Regulations Effective Date).
 (f)
    
    [n/a]
    
    Vesting (Article V) overrides.(Choose one or more of (1) through (6) as applicable):
 (1)
    
    [n/a]
    
    Application of top-heavy vesting to Matching (5.03(A)(1)).The Employer makes
the following elections regarding the application of top-heavy vesting to its Regular
Matching and Additional Matching Contributions (Choose one or both of a. and b.):
 a.
    
    [n/a]
    
    Post-EGTRRA Matching only.Apply top-heavy vesting only to such
post-2001 Plan Year Matching Contributions.b.
    
    [n/a]
    
    Waiver of Hour of Service requirement.Apply top-heavy vesting as under
the basic plan or as modified by Election 54(f)(1)a. to all Participants even if they
did not have an Hour of Service in any post-2001 Plan Year.
 (2)
    
    [n/a]
    
    Alternative grossed-up vesting formula (5.03(C)(2)).The Employer elects the
alternative vesting formula described in Section 5.03(C)(2).(3)
    
    [n/a]
    
    a. Source of Cash-Out forfeiture restoration (5.04(B)(5)).To restore a
Participants Account Balance as described in Section 5.04(B)(5), the Plan Administrator,
to the extent necessary, will allocate from the following source(s) and
in the following order (Specify, in order, one or more of the following: Forfeitures,
Earnings, and/or Employer Contribution): _______________.
  2




---



##### 



Nonstandardized 401(k) Plan
 [n/a]
    
    b. Forfeiture Restoration and Conditions for Restoration (5.04(B).The Plan
Administrator will restore a re-employed Participants Account Balance under this
Section 5.04(B) without requiring repayment by the Participant of the entire amount of
the Cash-Out Distribution to the Trust.(4)
    
    [n/a]
    
    Deemed Cash-Out of 0% Vested Participant (5.04(C)).The deemed cash-out rule of
Section 5.04(C) does not apply to the Plan.(5)
    
    [n/a]
    
    Accounting for Cash-Out repayment; Contribution Type (5.04(D)(2)).In lieu of
the accounting described in Section 5.04(D)(2), the Plan Administrator will account for a
Participants Account Balance attributable to a Cash-Out repayment: (Choose one of a. or
b.):
 a.
    
    [n/a]
    
    Nonelective rule.Under the nonelective rule.b.
    
    [n/a]
    
    Rollover rule.Under the rollover rule.
 (6)
    
    [n/a]
    
    One-year hold-out rule  vesting (5.06(D)).The one-year hold-out Break in
Service rule under Code §411(a)(6)(B) applies.
 (g)
    
    [n/a]
    
    Distribution (Article VI) overrides.(Choose one or more of (1) through (7) as
applicable):
 (1)
    
    [n/a]
    
    Election of 5-year rule (6.02(B)(1)(e)).Under Section 6.02(B)(1)(e) relating
to death before the RBD, if a Designated Beneficiary does not make a timely election, the
5-year rule applies in lieu of the Life Expectancy rule.(2)
    
    [n/a]
    
    2002 onlyspecial Effective Date for Section 6.02 (6.02(D)(4)).For the 2002
DCY only, the Plan Administrator will apply the RMD rules in effect under (Choose one of
a. or b.):
 a.
    
    [n/a]
    
    1987 proposed regulations.The 1987 proposed Treasury regulations under Code §401(a)(9).b.
    
    [n/a]
    
    2001 proposed regulations.The 2001 proposed Treasury regulations under Code §401(a)(9).
 (3)
    
    [n/a]
    
    RBD definition (6.02(E)(7)(c)).In lieu of the RBD definition in Section
6.02(E)(7)(a) and (b), the Plan Administrator (Choose one of a. or b.):
 a.
    
    [n/a]
    
    SBJPA definition indefinitely.Indefinitely will apply the pre-SBJPA
RBD definition.b.
    
    [n/a]
    
    SBJPA definition to specified date.Will apply the pre-SBJPA definition
until ______ (the stated date may not be earlier than January
1, 1997), and thereafter will apply the RBD definition in Section 6.02(E)(7)(a) and
(b).
 (4)
    
    [n/a]
    
    Modification of QJSA (6.04(A)(3)).The Survivor Annuity percentage will be
%. (Specify a percentage between 50% and 100%.)(5)
    
    [n/a]
    
    Modification of QPSA (6.04(B)(2)).The QPSA percentage will be
%. (Specify a percentage between 50% and 100%.)(6)
    
    [n/a]
    
    Restriction on hardship source; grandfathering (6.07(E)).The hardship
distribution limit includes grandfathered amounts.(7)
    
    [n/a]
    
    Replacement of $5,000 amount (6.09).All Plan references (except in Sections
3.02(D), 3.10 and 3.12(C)(2)) to $5,000 will be $. (Specify an amount less than $5,000.)
 (h)
    
    [n/a]
    
    Administrative, Trust and insurance overrides (Articles VII, VIII and IX).(Choose one
or more of (1) through (9) as applicable):
 (1)
    
    [n/a]
    
    Contributions prior to accrual or precise determination (7.04(B)(5)(b)).The
Plan Administrator will allocate Earnings described in Section 7.04(B)(5)(b) as follows
(Choose one of a., b., or c.):
 a.
    
    [n/a]
    
    Treat as contribution.Treat the Earnings as an Employer Matching or
Nonelective Contribution and allocate accordingly.b.
    
    [n/a]
    
    Balance forward.Allocate the Earnings using the balance forward method
described in Section 7.04(B)(4)(b).c.
    
    [n/a]
    
    Weighted average.Allocate the Earnings on Matching Contributions using
the weighted average method in a manner similar to the method described in Section
7.04(B)(4)(d).
 (2)
    
    [n/a]
    
    Automatic revocation of spousal designation (7.05(A)(1)).The automatic
revocation of a spousal Beneficiary designation in the case of divorce or legal separation
does not apply.(3)
    
    [n/a]
    
    Limitation on frequency of Beneficiary designation changes (7.05(A)(4)).Except
in the case of a Participant incurring a major life event, a period of at least ______
must elapse between Beneficiary designation changes. (Specify a
period of time, e.g., 90 days OR 12 months.)(4)
    
    [n/a]
    
    Definition of spouse (7.05(A)(5)).The following definition of spouse
applies: ______. (Specify a definition consistent with Applicable Law.)
  3




---



##### 



Nonstandardized 401(k) Plan
 (5)
    
    [n/a]
    
    Administration of default provision; default Beneficiaries (7.05(C)).The
following list of default Beneficiaries will apply: ______. (Specify, in order, one or more
Beneficiaries who will receive the interest of a deceased Participant.)(6)
    
    [n/a]
    
    Subsequent restoration of forfeiture-sources and ordering (7.07(A)(3)).
Restoration of forfeitures will come from the following sources, in the following order ______.
(Specify, in order, one or more of the following: Forfeitures, Employer Contribution,
Trust Fund Earnings.)(7)
    
    [n/a]
    
    State law (7.10(H)).The law of the following state will apply: ______.
(Specify one of the 50 states or the District of Columbia, or other appropriate legal
jurisdiction, such as a territory of the United States or an Indian tribal government.)(8)
    
    [n/a]
    
    Employer securities/real property in Profit Sharing Plans/401(k)Plans
(8.02(A)(13)(a)).The Plan limit on investment in qualifying Employer securities/real
property is ___%. (Specify a percentage which is less than 100%.)(9)
    
    [n/a]
    
    Provisions relating to insurance and insurance company (9.08).The following
provisions apply:______ (Specify such
language as necessary to accommodate life insurance Contracts the Plan holds.)
 Note: The provisions in this Election 54(h)(9) may override provisions in Article IX of the Plan,
but must be consistent with all other provisions of the Plan and Applicable Law.
 (i)
    
    [n/a]
    
    Code Sections 415/416 (Article XI) override (11.02(A)(1)).Because of the required
aggregation of multiple plans, to satisfy Code §§415 and/or 416, the following overriding
provisions apply: ______. (Specify such language as necessary to satisfy §§415 and 416.)
  4




---



##### 



Nonstandardized 401(k) Plan
 APPENDIX C
LIST OF GROUP TRUST FUNDS/PERMISSIBLE TRUST AMENDMENTS
 [n/a] INVESTMENT IN GROUP TRUST FUND (8.09) (Specify the names of one or more group trust funds in which the
Plan can invest)
 Note: A discretionary or nondiscretionary Trustee also may invest in any group trust fund
authorized by an independent Named Fiduciary.
 [n/a] PERMISSIBLE TRUST AMENDMENTS (8.11). (Choose one or more of (a) through
(c) as applicable)
 Note: Any amendment under this Election 56 must not: (i) conflict with any Plan provision
unrelated to the Trust or Trustee; or (ii) cause the Plan to violate Code § 401(a) . The amendment
may override, add to, delete or otherwise modify the Trust provisions. Do not use this Election 56
to substitute another pre-approved trust for the Trust. See Election 5(c) , 5(d) , and 5(e) as to a
substitute trust.
 (a)
    
    [n/a]
    
    Investments.The Employer amends the Trust provisions relating to Trust
investments as follows:(b)
    
    [n/a]
    
    Duties.The Employer amends the Trust provisions relating to Trustee
(or Custodian) duties as follows:(c)
    
    [n/a]
    
    Other administrative provisions.The Employer amends the other
administrative provisions of the Trust as follows:
  1




---



##### 



Nonstandardized 401(k) Plan
 APPENDIX D
TABLE I: ACTUARIAL FACTORS
 Number of yearsfrom attained ageat the end of Plan Year untilNormal Retirement Age
    
    7.50%
    
    8.00%
    
    8.50%0
    
    
    8.458
    
    
    
    8.196
    
    
    
    7.9491
    
    
    7.868
    
    
    
    7.589
    
    
    
    7.3262
    
    
    7.319
    
    
    
    7.027
    
    
    
    6.7523
    
    
    6.808
    
    
    
    6.506
    
    
    
    6.2234
    
    
    6.333
    
    
    
    6.024
    
    
    
    5.7365
    
    
    5.891
    
    
    
    5.578
    
    
    
    5.2866
    
    
    5.480
    
    
    
    5.165
    
    
    
    4.8727
    
    
    5.098
    
    
    
    4.782
    
    
    
    4.4918
    
    
    4.742
    
    
    
    4.428
    
    
    
    4.1399
    
    
    4.412
    
    
    
    4.100
    
    
    
    3.81510
    
    
    4.104
    
    
    
    3.796
    
    
    
    3.51611
    
    
    3.817
    
    
    
    3.515
    
    
    
    3.24012
    
    
    3.551
    
    
    
    3.255
    
    
    
    2.98613
    
    
    3.303
    
    
    
    3.014
    
    
    
    2.75214
    
    
    3.073
    
    
    
    2.790
    
    
    
    2.53715
    
    
    2.859
    
    
    
    2.584
    
    
    
    2.33816
    
    
    2.659
    
    
    
    2.392
    
    
    
    2.15517
    
    
    2.474
    
    
    
    2.215
    
    
    
    1.98618
    
    
    2.301
    
    
    
    2.051
    
    
    
    1.83119
    
    
    2.140
    
    
    
    1.899
    
    
    
    1.68720
    
    
    1.991
    
    
    
    1.758
    
    
    
    1.55521
    
    
    1.852
    
    
    
    1.628
    
    
    
    1.43322
    
    
    1.723
    
    
    
    1.508
    
    
    
    1.32123
    
    
    1.603
    
    
    
    1.396
    
    
    
    1.21724
    
    
    1.491
    
    
    
    1.293
    
    
    
    1.12225
    
    
    1.387
    
    
    
    1.197
    
    
    
    1.03426
    
    
    1.290
    
    
    
    1.108
    
    
    
    0.95327
    
    
    1.200
    
    
    
    1.026
    
    
    
    0.87828
    
    
    1.116
    
    
    
    0.950
    
    
    
    0.81029
    
    
    1.039
    
    
    
    0.880
    
    
    
    0.74630
    
    
    0.966
    
    
    
    0.814
    
    
    
    0.68831
    
    
    0.899
    
    
    
    0.754
    
    
    
    0.63432
    
    
    0.836
    
    
    
    0.698
    
    
    
    0.58433
    
    
    0.778
    
    
    
    0.647
    
    
    
    0.53834
    
    
    0.723
    
    
    
    0.599
    
    
    
    0.49635
    
    
    0.673
    
    
    
    0.554
    
    
    
    0.45736
    
    
    0.626
    
    
    
    0.513
    
    
    
    0.42237
    
    
    0.582
    
    
    
    0.475
    
    
    
    0.38938
    
    
    0.542
    
    
    
    0.440
    
    
    
    0.35839
    
    
    0.504
    
    
    
    0.407
    
    
    
    0.33040
    
    
    0.469
    
    
    
    0.377
    
    
    
    0.30441
    
    
    0.436
    
    
    
    0.349
    
    
    
    0.28042
    
    
    0.406
    
    
    
    0.323
    
    
    
    0.25843
    
    
    0.377
    
    
    
    0.299
    
    
    
    0.23844
    
    
    0.351
    
    
    
    0.277
    
    
    
    0.21945
    
    
    0.327
    
    
    
    0.257
    
    
    
    0.202
 Note:
  1




---



##### 



Nonstandardized 401(k) Plan
 APPENDIX D
TABLE II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE
OTHER THAN 65
 Normal RetirementAge
    
    7.50%
    
    8.00%
    
    8.50%55
    
    
    1.2242
    
    
    
    1.2147
    
    
    
    1.205856
    
    
    1.2043
    
    
    
    1.1959
    
    
    
    1.187957
    
    
    1.1838
    
    
    
    1.1764
    
    
    
    1.169458
    
    
    1.1627
    
    
    
    1.1563
    
    
    
    1.150359
    
    
    1.1411
    
    
    
    1.1357
    
    
    
    1.130560
    
    
    1.1188
    
    
    
    1.1144
    
    
    
    1.110161
    
    
    1.0960
    
    
    
    1.0925
    
    
    
    1.089162
    
    
    1.0726
    
    
    
    1.0700
    
    
    
    1.067663
    
    
    1.0488
    
    
    
    1.0471
    
    
    
    1.045564
    
    
    1.0246
    
    
    
    1.0237
    
    
    
    1.022965
    
    
    1.0000
    
    
    
    1.0000
    
    
    
    1.000066
    
    
    0.9752
    
    
    
    0.9760
    
    
    
    0.976767
    
    
    0.9502
    
    
    
    0.9518
    
    
    
    0.953368
    
    
    0.9251
    
    
    
    0.9274
    
    
    
    0.929669
    
    
    0.8998
    
    
    
    0.9027
    
    
    
    0.905570
    
    
    0.8740
    
    
    
    0.8776
    
    
    
    0.881071
    
    
    0.8478
    
    
    
    0.8520
    
    
    
    0.856172
    
    
    0.8214
    
    
    
    0.8261
    
    
    
    0.830773
    
    
    0.7946
    
    
    
    0.7999
    
    
    
    0.804974
    
    
    0.7678
    
    
    
    0.7735
    
    
    
    0.779075
    
    
    0.7409
    
    
    
    0.7470
    
    
    
    0.752976
    
    
    0.7140
    
    
    
    0.7205
    
    
    
    0.726877
    
    
    0.6874
    
    
    
    0.6942
    
    
    
    0.700878
    
    
    0.6611
    
    
    
    0.6682
    
    
    
    0.675179
    
    
    0.6349
    
    
    
    0.6423
    
    
    
    0.649480
    
    
    0.6090
    
    
    
    0.6165
    
    
    
    0.6238
 Note: all
  2




---



##### 



Nonstandardized 401(k) Plan
 AMENDMENT FOR THE FINAL 415 REGULATIONS
 ARTICLE I
PREAMBLE
 1.1
    
    Effective date of Amendment.This Amendment is effective for limitation years and plan years
beginning on or after July 1, 2007, except as otherwise provided herein.1.2
    
    Superseding of inconsistent provisions.This Amendment supersedes the provisions of the Plan
to the extent those provisions are inconsistent with the provisions of this Amendment.1.3
    
    Employers election.The Employer adopts all Articles of this Amendment, except those
Articles that the Employer specifically elects not to adopt.1.4
    
    Construction.Except as otherwise provided in this Amendment, any reference to Section in
this Amendment refers only to sections within this Amendment, and is not a reference to the
Plan. The Article and Section numbering in this Amendment is solely for purposes of this
Amendment, and does not relate to any Plan article, section or other numbering designations.1.5
    
    Effect of restatement of Plan.If the Employer restates the Plan, then this Amendment shall
remain in effect after such restatement unless the provisions in this Amendment are restated
or otherwise become obsolete (e.g., if the Plan is restated onto a plan document which
incorporates the final Code §415 Regulation provisions).1.6
    
    Adoption by prototype sponsor.Except as otherwise provided herein, pursuant to the
provisions of the Plan and Section 5.01 of Revenue Procedure 2005-16, the sponsor hereby
adopts this Amendment on behalf of all adopting employers.
 ARTICLE II
EMPLOYER ELECTIONS
  2.1
    
    Default Provisions.Unless the Employer elects otherwise in Section 2.2, the following
defaults will apply:
 a.
    
    The provisions of the Plan setting forth the definition of compensation for purposes of
Code §415 (hereinafter referred to as 415 Compensation), as well as compensation for
purposes of determining highly compensated employees pursuant to Code §414(q) and for
top-heavy purposes under Code §416 (including the determination of key employees), shall be
modified by (1) including payments for unused sick, vacation or other leave and payments
from nonqualified unfunded deferred compensation plans (Amendment Section 3.2(b)), (2)
excluding salary continuation payments for participants on military service (Amendment
Section 3.2(c)), and (3) excluding salary continuation payments for disabled participants
(Amendment Section 3.2(d)).b.
    
    The first few weeks rule does not apply for purposes of 415 Compensation (Amendment
Section 3.3).c.
    
    The provision of the Plan setting forth the definition of compensation for allocation
purposes (hereinafter referred to as Plan Compensation) shall be modified to provide for
the same adjustments to Plan Compensation (for all contribution types) that are made to 415
Compensation pursuant to this Amendment.
 2.2
    
    In lieu of default provisions.In lieu of the default provisions above, the following apply:
(select all that apply; if no selections are made, then the defaults apply)415 Compensation.(select all that apply):
 a.
    
    o Exclude leave cashouts and deferred compensation (Section 3.2(b))b.
    
    o Include military continuation payments (Section 3.2(c))c.
    
    þ Include disability continuation payments (Section 3.2(d)):
 1.
    
    o For Nonhighly Compensated Employees only2.
    
    þ For all participants and the salary continuation will continue for the following fixed or determinable period: ___
 d.
    
    o Apply the administrative delay (first few weeks) rule (Section 3.3)
  1




---



##### 



Nonstandardized 401(k) Plan
 Plan Compensation.
 NOTE:Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions,
Matching includes all Matching Contributions and Nonelective includes all Nonelective
Contributions. For all Plans other than 401(k) plans, only use column 1. or column 4. in the
table below.NOTE:Under the GUST PPD document, the plan excludes all post-severance compensation unless the
Employer had elected otherwise in its adoption agreement.
 ElectiveAll
    
    
    
    Deferrals
    
    Matching
    
    Nonelectivee.
    
    o Default provisions apply
    
    1. N/A
    
    OR
    
    2. o
    
    3. o
    
    4. of.
    
    o No change from existing Plan provisions
    
    1. o
    
    OR
    
    2. o
    
    3. o
    
    4. og.
    
    þ Exclude all post-severance compensation
    
    1. þ
    
    OR
    
    2. o
    
    3. o
    
    4. oh.
    
    o Exclude post-severance regular pay
    
    1. o
    
    OR
    
    2. o
    
    3. o
    
    4. oi.
    
    o Exclude leave cashouts and deferred compensation
    
    1. o
    
    OR
    
    2. o
    
    3. o
    
    4. oj.
    
    o Include post-severance military continuation payments
    
    1. o
    
    OR
    
    2. o
    
    3. o
    
    4. ok.
    
    o Include post-severance disability continuation payments:
    
    1. o
    
    OR
    
    2. o
    
    3. o
    
    4. oa. o For Nonhighly Compensated Employees onlyb. o For all participants and the salary continuation
          will continue for the following fixed or determinable
          period:l.
    
    o Other
    (describe)
 Plan Compensation Special Effective Date.
 ARTICLE III
FINAL SECTION 415 REGULATIONS
 3.1
    
    Effective date.The provisions of this Article III shall apply to limitation years beginning
on and after July 1, 2007.3.2
    
    415 Compensation paid after severance from employment.415 Compensation shall be adjusted, as
set forth herein and as otherwise elected in Article II, for the following types of
compensation paid after a Participants severance from employment with the Employer
maintaining the Plan (or any other entity that is treated as the Employer pursuant to Code
§414(b), (c), (m) or (o)). However, amounts described in subsections (a) and (b) below may
only be included in 415 Compensation to the extent such amounts are paid by the later of 2 1/2
months after severance from employment or by the end of the limitation year that includes the
date of such severance from employment. Any other payment of compensation paid after severance
of employment that is not described in the following types of compensation is not considered
415 Compensation within the meaning of Code §415(c)(3), even if payment is made within the
time period specified above.
 (a)
    
    Regular pay.415 Compensation shall include regular pay after severance of employment if:
 (1)
    
    The payment is regular compensation for services during the participants
regular working hours, or compensation for services outside the participants regular
working hours (such as overtime or shift differential), commissions, bonuses, or other
similar payments; and(2)
    
    The payment would have been paid to the participant prior to a severance from
employment if the participant had continued in employment with the Employer.
  2




---



##### 



Nonstandardized 401(k) Plan
 (b)
    
    Leave cashouts and deferred compensation.Leave cashouts shall be included in 415
Compensation, unless otherwise elected in Section 2.2 of this Amendment, if those amounts
would have been included in the definition of 415 Compensation if they were paid prior to
the participants severance from employment, and the amounts are payment for unused accrued
bona fide sick, vacation, or other leave, but only if the participant would have been able
to use the leave if employment had continued. In addition, deferred compensation shall be
included in 415 Compensation, unless otherwise elected in Section 2.2 of this Amendment, if
the compensation would have been included in the definition of 415 Compensation if it had
been paid prior to the participants severance from employment, and the compensation is
received pursuant to a nonqualified unfunded deferred compensation plan, but only if the
payment would have been paid at the same time if the participant had continued in
employment with the Employer and only to the extent that the payment is includible in the
participants gross income.(c)
    
    Salary continuation payments for military service participants.415 Compensation does
not include, unless otherwise elected in Section 2.2 of this Amendment, payments to an
individual who does not currently perform services for the Employer by reason of qualified
military service (as that term is used in Code §414(u)(1)) to the extent those payments do
not exceed the amounts the individual would have received if the individual had continued
to perform services for the Employer rather than entering qualified military service.(d)
    
    Salary continuation payments for disabled Participants.Unless otherwise elected in
Section 2.2 of this Amendment, 415 Compensation does not include compensation paid to a
participant who is permanently and totally disabled (as defined in Code §22(e)(3)). If
elected, this provision shall apply to either just non-highly compensated participants or
to all participants for the period specified in Section 2.2 of this Amendment.
 3.3
    
    Administrative delay (the first few weeks) rule.415 Compensation for a limitation year
shall not include, unless otherwise elected in Section 2.2 of this Amendment, amounts earned
but not paid during the limitation year solely because of the timing of pay periods and pay
dates. However, if elected in Section 2.2 of this Amendment, 415 Compensation for a limitation
year shall include amounts earned but not paid during the limitation year solely because of
the timing of pay periods and pay dates, provided the amounts are paid during the first few
weeks of the next limitation year, the amounts are included on a uniform and consistent basis
with respect to all similarly situated participants, and no compensation is included in more
than one limitation year.3.4
    
    Inclusion of certain nonqualified deferred compensation amounts.If the Plans definition of
Compensation for purposes of Code §415 is the definition in Regulation Section 1.415(c)-2(b)
(Regulation Section 1.415-2(d)(2) under the Regulations in effect for limitation years
beginning prior to July 1, 2007) and the simplified compensation definition of Regulation
1.415(c)-2(d)(2) (Regulation Section 1.415-2(d)(10) under the Regulations in effect for
limitation years prior to July 1, 2007) is not used, then 415 Compensation shall include
amounts that are includible in the gross income of a Participant under the rules of Code §409A
or Code §457(f)(1)(A) or because the amounts are constructively received by the Participant.
[Note if the Plans definition of Compensation is W-2 wages or wages for withholding purposes,
then these amounts are already included in Compensation.]3.5
    
    Definition of annual additions.The Plans definition of annual additions is modified as
follows:
 (a)
    
    Restorative payments.Annual additions for purposes of Code §415 shall not include
restorative payments. A restorative payment is a payment made to restore losses to a Plan
resulting from actions by a fiduciary for which there is reasonable risk of liability for
breach of a fiduciary duty under ERISA or under other applicable federal or state law,
where participants who are similarly situated are treated similarly with respect to the
payments. Generally, payments are restorative payments only if the payments are made in
order to restore some or all of the plans losses due to an action (or a failure to act)
that creates a reasonable risk of liability for such a breach of fiduciary duty (other than
a breach of fiduciary duty arising from failure to remit contributions to the Plan). This
includes payments to a plan made pursuant to a Department of Labor order, the Department of
Labors Voluntary Fiduciary Correction Program, or a court-approved settlement, to restore
losses to a qualified defined contribution plan on account of the breach of fiduciary duty
(other than a breach of fiduciary duty arising from failure to remit contributions to the
Plan). Payments made to the Plan to make up for losses due merely to market fluctuations
and other payments that are not made on account of a reasonable risk of liability for
breach of a fiduciary duty under ERISA are not restorative payments and generally
constitute contributions that are considered annual additions.(b)
    
    Other Amounts.Annual additions for purposes of Code §415 shall not include: (1) The
direct transfer of a benefit or employee contributions from a qualified plan to this Plan;
(2) Rollover contributions (as described in Code §§401(a)(31), 402(c)(1), 403(a)(4),
403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made to a participant from
the Plan; and (4) Repayments of amounts described in Code §411(a)(7)(B) (in accordance with
Code §411(a)(7)(C)) and Code §411(a)(3)(D) or repayment of contributions to a governmental
plan (as defined in Code §414(d)) as described in Code §415(k)(3), as well as Employer
restorations of benefits that are required pursuant to such repayments.(c)
    
    Date of tax-exempt Employer contributions.Notwithstanding anything in the Plan to the
contrary, in the case of an Employer that is exempt from Federal income tax (including a
governmental employer), Employer contributions are treated as credited to a participants
account for a particular limitation year only if the contributions are actually made to the
plan no later than the 15th day of the tenth calendar month following the end of the
calendar year or fiscal year (as applicable, depending on the basis on which the employer
keeps its books) with or within which the particular limitation year ends.
  3




---



##### 



Nonstandardized 401(k) Plan
 3.6
    
    Change of limitation year.The limitation year may only be changed by a Plan amendment.
Furthermore, if the Plan is terminated effective as of a date other than the last day of the
Plans limitation year, then the Plan is treated as if the Plan had been amended to change its
limitation year.3.7
    
    Excess Annual Additions.Notwithstanding any provision of the Plan to the contrary, if the
annual additions (within the meaning of Code §415) are exceeded for any participant, then the
Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution
System (EPCRS) as set forth in Revenue Procedure 2006-27 or any superseding guidance,
including, but not limited to, the preamble of the final §415 regulations.3.8
    
    Aggregation and Disaggregation of Plans.
 (a)
    
    For purposes of applying the limitations of Code §415, all defined contribution plans
(without regard to whether a plan has been terminated) ever maintained by the Employer (or
a predecessor employer) under which the participant receives annual additions are treated
as one defined contribution plan. The Employer means the Employer that adopts this Plan
and all members of a controlled group or an affiliated service group that includes the
Employer (within the meaning of Code §§414(b), (c), (m) or (o)), except that for purposes
of this Section, the determination shall be made by applying Code §415(h), and shall take
into account tax-exempt organizations under Regulation Section 1.414(c)-5, as modified by
Regulation Section 1.415(a)-1(f)(1). For purposes of this Section:
 (1)
    
    A former Employer is a predecessor employer with respect to a participant in
a plan maintained by an Employer if the Employer maintains a plan under which the
participant had accrued a benefit while performing services for the former Employer,
but only if that benefit is provided under the plan maintained by the Employer. For
this purpose, the formerly affiliated plan rules in Regulation Section 1.415(f)-1(b)(2)
apply as if the Employer and predecessor Employer constituted a single employer under
the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately prior to
the cessation of affiliation (and as if they constituted two, unrelated employers under
the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately after
the cessation of affiliation) and cessation of affiliation was the event that gives
rise to the predecessor employer relationship, such as a transfer of benefits or plan
sponsorship.(2)
    
    With respect to an Employer of a participant, a former entity that antedates
the Employer is a predecessor employer with respect to the participant if, under the
facts and circumstances, the Employer constitutes a continuation of all or a portion of
the trade or business of the former entity.
 (b)
    
    Break-up of an affiliate employer or an affiliated service group.For purposes of
aggregating plans for Code §415, a formerly affiliated plan of an employer is taken into
account for purposes of applying the Code §415 limitations to the employer, but the
formerly affiliated plan is treated as if it had terminated immediately prior to the
cessation of affiliation. For purposes of this paragraph, a formerly affiliated plan of
an employer is a plan that, immediately prior to the cessation of affiliation, was actually
maintained by one or more of the entities that constitute the employer (as determined under
the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)),
and immediately after the cessation of affiliation, is not actually maintained by any of
the entities that constitute the employer (as determined under the employer affiliation
rules described in Regulation Section 1.415(a)-1(f)(1) and (2)). For purposes of this
paragraph, a cessation of affiliation means the event that causes an entity to no longer
be aggregated with one or more other entities as a single employer under the employer
affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2) (such as the
sale of a subsidiary outside a controlled group), or that causes a plan to not actually be
maintained by any of the entities that constitute the employer under the employer
affiliation rules of Regulation Section 1.415(a)-1(f)(1) and (2) (such as a transfer of
plan sponsorship outside of a controlled group).(c)
    
    Midyear Aggregation.Two or more defined contribution plans that are not required to be
aggregated pursuant to Code §415(f) and the Regulations thereunder as of the first day of a
limitation year do not fail to satisfy the requirements of Code §415 with respect to a
participant for the limitation year merely because they are aggregated later in that
limitation year, provided that no annual additions are credited to the participants
account after the date on which the plans are required to be aggregated.
 ARTICLE IV
PLAN COMPENSATION
 4.1
    
    Compensation limit.Notwithstanding Amendment Section 4.2 or any election in Amendment
Section 2.2., if the Plan is a 401(k) plan, then participants may not make elective deferrals
with respect to amounts that are not 415 Compensation. However, for this purpose, 415
Compensation is not limited to the annual compensation limit of Code §401(a)(17).4.2
    
    Compensation paid after severance from employment.Compensation for purposes of allocations
(hereinafter referred to as Plan Compensation) shall be adjusted, unless otherwise elected in
Amendment Section 2.2, in the same manner as 415 Compensation pursuant to Article III of this
Amendment if those amounts would have been included in Compensation if they were paid prior to
the Participants severance from employment, except in applying Article III, the term
limitation year shall be replaced with the term plan year and the term 415 Compensation
shall be replaced with the term Plan Compensation.
  4




---



##### 



Nonstandardized 401(k) Plan
 4.3
    
    Option to apply Plan Compensation provisions early.The provisions of this Article shall
apply for Plan Years beginning on and after July 1, 2007, unless another effective date is
specified in Section 2.2. of this Amendment.
  (signature and date)
 NOTE: The Employer only needs to execute this Amendment if an election has been made in Section 2.2
of this Amendment.
 
 Sterling Chemicals, Inc. Eighth Amended and Restated Savings and Investment
Plan
 Sterling Chemicals,
Inc.
 
  5




---



##### 



Nonstandardized 401(k) Plan
 ADOPTION AGREEMENT
ADMINISTRATIVE CHECKLIST
 This Administrative Checklist (AC) is not part of the Adoption Agreement or Plan but is for the
use of the Plan Administrator in administering the Plan. Relius software also uses the AC and the
following Supporting Forms Checklist (SFC) in preparing the Plans SPD and some administrative
forms, such as the Loan Policy, if applicable.
 The plan document preparer need not complete the AC but may find it useful to do so. The preparer
may modify the AC, including adding items, without affecting reliance on the Plans opinion or
advisory letter since the AC is not part of the approved Plan. Any change to this AC is not a Plan
amendment and is not subject to any Plan provision or to Applicable Law regarding the timing or
form of Plan amendments. However, the Plan Administrators administration of any AC item must be in
accordance with applicable Plan terms and with Applicable Law.
 The AC reflects the Plan policies and operation as of the date set forth above and may also reflect
Plan policies and operation pre-dating the specified date.
 PLAN LOANS (7.06) (Choose one of (a) or (b))
 (a)
    o
    Does not permit.(b)
    þ
    Permitted pursuant to the Loan Policy.See SFC Election 69 to complete Loan Policy.
 PARTICIPANT DIRECTION OF INVESTMENT (7.03(B)) (Choose one of (a) or (b))
 (a)
    o
    Does not permit.The Plan does not permit Participant direction of investment of any Account.(b)
    þ
    Permitted as follows.The Plan permits Participant direction of investment. (Complete (1) through (4)):
 (1)
    
    Accounts affected.(Choose a. or choose one or more of b. through
f.):
 a.
    þ
    All Accounts.b.
    þ
    Elective Deferral Accounts (Pre-tax and Roth) and Employee Contributions.c.
    o
    All Nonelective Contribution Accounts.d.
    þ
    All Matching Contribution Accounts.e.
    þ
    All Rollover Contribution and Transfer Accounts.f.
    o
    Specify Accounts:
 (2)
    
    Restrictions on Participant direction(Choose one of a. or b.):
 a.
    þ
    None.Provided the investment does not result in a
prohibited transaction, give rise to UBTI, create administrative problems or
violate the Plan terms or Applicable Law.b.
    o
    Restrictions:
 (3)
    
    ERISA §404(c).(Choose one of a. or b.):
 a.
    o
    Applies.b.
    o
    Does not apply.
 (4)
    
    QDIA (Qualified Default Investment Alternative).(Choose one of a. or
b.):
 a.
    þ
    Applies.See SFC Election 112 for details.b.
    o
    Does not apply.
 ROLLOVER CONTRIBUTIONS (3.08) (Choose one of (a) or (b))
 (a)
    o
    Does not permit.(b)
    þ
    Permits.Subject to approval by the Plan Administrator and as further described below (Complete (1) and (2)):
 (1)
    
    Who may roll over.(Choose one of a. or b.):
 a.
    o
    Participants only.b.
    þ
    Eligible Employees or Participants.
 (2)
    
    Sources/Types.The Plan will accept a Rollover Contribution (Choose
one of a. or b.):
 a.
    þ
    All.From any Eligible Retirement Plan and as to all
Contribution Types eligible to be rolled into this Plan.b.
    o
    Limited.Only from the following types of Eligible
Retirement Plans and/or as to the following Contribution Types:.
 PLAN EXPENSES (7.04(C)) (Choose one of (a) or (b))
 (a)
    o
    Employer pays all expenses except those intrinsic to Trust assets which the
Plan will pay (e.g., brokerage commissions).(b)
    þ
    Plan pays some or all non-settlor expenses.See SFC Election 126 for details.
  1




---



##### 



Nonstandardized 401(k) Plan
 
 RELATED AND PARTICIPATING EMPLOYERS (1.23(C)/(D)) (Complete (a) through (c))
 (a)
    
    Related Employers.(Choose one of (1) or (2)):
 (1)
    þ
    None.(2)
    o
    Name(s) of Related Employers:
 (b)
    
    Participating (Related) Employers.(Choose one of (1) or (2)):
 (1)
    þ
    None.(2)
    o
    Name(s) of Participating
Employers: &nbs
p; See SFC Election 71 for details.
 (c)
    
    Former Participating Employers.(Choose one of (1) or (2)):
 (1)
    þ
    None.(2)
    o
    Applies.
 Name(s)
    
    Date of cessation
 TOP-HEAVY MINIMUM-MULTIPLE PLANS (10.03) (Choose (a) or
choose one of (b) or (c))
 (a)
    þ
    Does not apply.(b)
    o
    If only another Defined Contribution Plan.Make the Top-Heavy Minimum Allocation (Choose one of (1) or (2)):
 (1)
    o
    To this Plan.(2)
    o
    To another Defined Contribution
Plan: &nb
sp; (plan name)
 (c)
    o
    If one or more Defined Benefit Plans.Make the Top-Heavy Minimum Allocation
or provide the top-heavy minimum benefit (Choose one of (1), (2), or (3)):
 (1)
    o
    To this Plan.Increase the Top-Heavy Minimum Allocation to 5%.(2)
    o
    To another Defined Contribution Plan.Increase the Top-Heavy Minimum
Allocation to 5% and provide under
the:&n
bsp; (name of other Defined Contribution Plan).(3)
    o
    To a Defined Benefit Plan.Provide the 2% top-heavy minimum benefit
under
the: &n
bsp; (name of Defined Benefit Plan) and
applying the following interest rate and mortality
assumptions: .
 SELF-EMPLOYED PARTICIPANTS (1.21(A)) (Choose one of (a) or (b))
 (a)
    þ
    None.(b)
    o
    Applies.
 PROTECTED BENEFITS (11.02(C)) (Choose one of (a) or (b))
 (a)
    þ
    Does not apply.No Protected Benefits have been eliminated.(b)
    o
    Applies.Protected Benefits have been eliminated as follows (Choose one or
more of rows (1) through (4) as applicable. Choose one of columns (1), (2), or (3), and
complete column (4)):
 (1)
    
    (2)
    
    (3)
    
    (4)All
    
    Post-E.D.
    
    Post-E.D.
    
    EffectiveParticipants/
    
    Contribution
    
    Participants
    
    DateAccounts
    
    Accounts only
    
    only
    
    (E.D.)(1
    )
    
    o
    
    QJSA/QPSA distributions
    
    o
    
    o
    
    o(2
    )
    
    o
    
    Installment distributions
    
    o
    
    o
    
    o(3
    )
    
    o
    
    In-kind distributions
    
    o
    
    o
    
    o(4
    )
    
    o
    
    Specify:
 LIFE INSURANCE (9.01) (Choose one of (a) or (b))
 (a)
    þ
    Does not apply.(b)
    o
    Applies.Subject to the limitations and other provisions in Article IX and/or Appendix B.
 DISTRIBUTION OF CASH OR PROPERTY (8.04) (Choose one of (a) or (b))
 (a)
    þ
    Cash only.Except where property distribution is required or permitted under Section 8.04.(b)
    o
    Cash or property.At the distributees election and consistent with any Plan Administrator policy under Section 8.04.
 EMPLOYER SECURITIES/EMPLOYER REAL PROPERTY (8.02(A)(13)) (Choose one of (a) or (b))
 (a)
    þ
    Does not apply.(b)
    o
    Applies.Such investments are subject to the limitations of Section 8.02(A)(13) and/or Appendix B.
  2




---



##### 



Defined Contribution Prototype Plan
 PRUDENTIAL RETIREMENT
DEFINED CONTRIBUTION PROTOTYPE AND VOLUME SUBMITTER PLAN AND TRUST AGREEMENT
BASIC PLAN DOCUMENT # 03
  ARTICLE I
DEFINITIONS
 Account.
 Account Balance or Accrued Benefit.
 Accounting Date.
 Adoption Agreement.
 (A) Prototype/Standardized Plan or Nonstandardized Plan.
 (B) Volume Submitter Adoption Agreement.
 (C) Participation Agreement.
 Advisory Letter.
 Annuity Contract
 (A) Annuity Starting Date.
 (B) Alternative Annuity.
 (C) Nontransferable Annuity.
 (D) QJSA.
 (E) QPSA
  1




---



##### 



Defined Contribution Prototype Plan
 Appendix.
 Applicable Law.
 Beneficiary.
 Code.
 Compensation.
 (A) Uses and Context.
 (B) Base Definitions and Modifications.
 (1) W-2 Wages
 (2) Code § 3401(a) Wages (income tax wage withholding).
 (3) Code §415 Compensation (current income definition/ simplified compensation under Treas.
Reg. §1.415- 2(d)(10) and Prop. Treas. Reg. §1. 415(c) - 2(d)(2) ).
  (a) Deferred compensation/ SEP/ SIMPLE.
 (b) Option exercise.
 (c) Sale of option stock.
  2




---



##### 



Defined Contribution Prototype Plan
 (d) Other amounts that receive special tax benefits.
 (e) Other similar items.
 (4) Alternative (general) 415 Compensation. and Prop. Treas. Reg. §1. 415(c) -2(a)
 (C) Deemed 125 Compensation.
 (D) Elective Deferrals.
 (E) Compensation Dollar Limitation.
 (F) Nondiscrimination.
 (G) Excluded Compensation
 (H) Pre-Entry Compensation.
 (1) Participating Compensation.
 (2) Plan Year Compensation.
 (I) Post-Severance Compensation.
  3




---



##### 



Defined Contribution Prototype Plan
 (1) Post-Severance Compensation under Proposed 415 Regulations.
 (a) Payment timing 1 2
 (b) Limitation as to type would
 (c) Exclusions
 (2) Qualified Military Service.
 (J) Earned Income.
 (K) Deemed Disability Compensation.
 Contribution Types.
 Defined Contribution Plan.
 Defined Benefit Plan.
 Disability.
 (A) Basic Plan Definition
 (B) Alternative Definition.
 (C) Administration.
  4




---



##### 



Defined Contribution Prototype Plan
 Designated IRA Contribution.
 DOL.
 Earnings.
 Effective Date.
 Elective Deferrals.
 (A) Pre-Tax Deferral.
 (B) Roth Deferral.
 (C) Automatic Deferral.
 (D) Catch-Up Deferral.
 Employee.
 (A) Self-Employed Individual.
 (B) Leased Employee.
 (1) Safe Harbor Plan Exception.
 (2) Other Requirements.
 (C) Eligible Employee.
 (D) Excluded Employee.
 (1) Collective Bargaining Employees.
  5




---



##### 



Defined Contribution Prototype Plan
  (2) Nonresident Aliens.
 (3) Reclassified Employees.
 (4) Part-Time/Temporary/Seasonal Employees.
 (E) HCE.
 (1) More than 5% owner.
 (2) Compensation Threshold.
 (3) Compensation Definition
 (4) Top-paid Group and Calendar Year Data.
 (5) Highly compensated former employee.
 (F) NHCE.
 Employee Contribution and DECs.
 Employer.
 (A) Signatory Employer.
  6




---



##### 



Defined Contribution Prototype Plan
  (B) Lead Employer.
 (C) Related Group/Related Employer
 (D) Participating Employer.
 (1) Standardized/Nonstandardized Plan.
 (2) Volume Submitter/Multiple Employer Plan.
 Employer Contribution.
 Entry Date.
 EPCRS.
 ERISA.
 Final 401(k) Regulations Effective Date.
 4 01(k) Plan
 (A) Traditional 401(k) Plan.
 (B) Safe Harbor 401(k) Plan.
 (C) SIMPLE 401(k) Plan.
 4 01(m) Plan.
  7




---



##### 



Defined Contribution Prototype Plan
 Hour of Service
 (i) Paid and duties.
 (ii) Back pay.
 (iii) Payment but no duties.
 (iv) Crediting and computation.
 (A) Method of Crediting Hours of Service.
 (1) Actual Method.
 (2) Equivalency Method.
 (3) Elapsed Time Method.
 (i) Elapsed Time  Break in Service.
 (ii) Elapsed Time  Period of Severance.
 (B) Maternity/Paternity Leave/Family and Medical Leave Act.
  8




---



##### 



Defined Contribution Prototype Plan
  (C) Qualified Military Service.
 IRS.
 Limitation Year.
 Matching Contribution.
 (A) Fixed Matching Contribution.
 (B) Discretionary Matching Contribution.
 (C) QMAC.
 (D) Regular Matching Contribution.
 (E) Basic Matching Contribution.
 (F) Enhanced Matching Contribution.
 (G) Additional Matching Contribution.
 (H) SIMPLE Matching Contribution.
 (I) Safe Harbor Matching Contribution.
 Money Purchase Pension Plan/Money Purchase Pension Contribution.
 Named Fiduciary.
 Nonelective Contribution. .
 (A) Fixed Nonelective Contribution.
 (B) Discretionary Nonelective Contribution.
 (C) QNEC.
  9




---



##### 



Defined Contribution Prototype Plan
 (D) SIMPLE Nonelective Contribution.
 (E) Safe Harbor Nonelective Contribution.
 Opinion Letter
 Participant.
 Plan.
 (A) Multiple Employer Plan (Article XII).
 (B) Frozen Plan.
 Plan Administrator.
 Plan Year.
 Practitioner.
 Predecessor Employer/Predecessor Plan.
 (A) Predecessor Employer.
 (B) Predecessor Plan.
 Prevailing Wage Contract/Contribution.
 Profit Sharing Plan.
 Protected Benefit.
 Prototype Plan/Master Plan (M&P Plan).
 QDRO.
 Qualified Military Service.
 Restated Plan.
 Rollover Contribution.
  10




---



##### 



Defined Contribution Prototype Plan
 Safe Harbor Contribution.
 Salary Reduction Agreement.
 (A) Effective Date.
 (B) Compensation.
 (C) Additional Rules.
 Separation from Service/Severance from Employment.
 Service.
 (A) Related Employer Service.
 (B) Predecessor Employer/Plan Service.
 (C) Elective Service Crediting.
 (D) Standardized Plan.
 SIMPLE Contribution.
 Sponsor.
 Successor Plan.
 Target Benefit Plan./Target Benefit Contribution
 Taxable Year.
 Transfer.
 Trust.
 Trust Fund.
 Trustee/Custodian.
  11




---



##### 



Defined Contribution Prototype Plan
  Valuation Date.
 Vested.
 USERRA.
 Volume Submitter Plan
  12




---



##### 



Defined Contribution Prototype Plan
 ARTICLE II
ELIGIBILITY AND PARTICIPATION
 ELIGIBILITY
 (A) Maximum Age and Years of Service.
 (B) New Plan.
 (C) Restated Plan.
 (D) Prevailing Wage Contribution.
 (E) Special Eligibility Effective Date (Dual Eligibility).
 APPLICATION OF SERVICE CONDITIONS
 (A) Definition of Year of Service.
 (B) Counting Years of Service.
 (C) Initial and Subsequent Eligibility Computation Periods
 (1) Definition of Eligibility Computation Period.
 (2) Definition of Initial Eligibility Computation Period.
 (3) Definition of Anniversary Year.
 (4) Definitions of Employment Commencement Date/Re-Employment Commencement Date.
 (5) Definition of Subsequent Eligibility Computation Period.
 (D) Entry Date.
  13




---



##### 



Defined Contribution Prototype Plan
 (1) Definition of Entry Date.
 (2) Maximum delay in participation.
 (E) Alternative Service Conditions.
 (1) Vesting requirement.
 (2) One Year of Service maximum for specified Contributions.
 (F) Equivalency or Elapsed Time.
 BREAK IN SERVICE  PARTICIPATION
 (A) Definition of Break in Service.
 (B) Two Year Eligibility
 (C) One Year Hold-Out Rule-Participation
 (1) Completion of one Year of Service.
 (2) Eligibility Computation Period.
 (3) Election to limit application to separated Employees.
 (4) Application to Employee who did not enter.
 (5) No effect on vesting or Earnings.
 (6) No restoration under two year break rule.
 (7) No application to Elective Deferrals in 401(k) Plan.
  14




---



##### 



Defined Contribution Prototype Plan
 (8) USERRA.
 (D) Rule of Parity  Participation.
 PARTICIPATION UPON RE-EMPLOYMENT
 (A) Rehired Participant/ Immediate Re-Entry.
 (B) Rehired Eligible Employee Who Had Satisfied Eligibility
 (C) Rehired Eligible Employee Who Had Not Satisfied Eligibility.
 CHANGE IN EMPLOYMENT STATUS
 (A) Participant Becomes an Excluded Employee.
 (1) Vesting, accrual, Break in Service and Earnings.
 (2) Resumption of Eligible Employee status.
 (B) Excluded Employee Becomes Eligible.
 PARTICIPATION OPT-OUT
 (A) Volume Submitter Plan.
 (B) Prototype Plan.
  15




---



##### 



Defined Contribution Prototype Plan
 ARTICLE III
PLAN CONTRIBUTIONS AND FORFEITURES
 CONTRIBUTION TYPES
 (A) Application of Limits.
 (B) Compensation for Allocations/Limit.
 (C) Allocation Conditions.
 (D) Top-Heavy.
 (E) Net Profit Not Required.
 (F) Form of Contribution.
 (G) Time of Payment of Contribution.
 (H) Return of Employer Contribution.
 (1) Request for contribution return/timing.
 (2) Earnings.
 (3) Evidence.
 (I) Money Purchase Pension and Defined Benefit Plans.
 (J) Frozen Plan.
 ELECTIVE DEFERRALS
 (A) Limitations
  16




---



##### 



Defined Contribution Prototype Plan
  (B) Automatic Deferrals
 (1) Definition of Automatic Deferral.
 (2) Definition of Automatic Deferral Amount/Increases.
 (3) Employees or Participants subject to Automatic Deferral.
 (4) Definition of Contrary Election.
 (5) Effective Date of Contrary Election.
 (6) Automatic Deferral election notice.
 (7) Treatment of Automatic Deferrals/Roth or Pre-Tax.
 (C) Cash or Deferred Arrangement (CODA).
  17




---



##### 



Defined Contribution Prototype Plan
 (D) Catch-Up Deferrals.
 (1) Definition of Catch-Up Eligible Participant.
 (2) Definition of Catch-Up Deferral.
 (3) Limit on Catch-Up Deferrals.
 Year
    
    Non-SIMPLE Plan
    
    SIMPLE Plan2002
    
    $
    1,000
    
    
    $
    5002003
    
    $
    2,000
    
    
    $
    1,0002004
    
    $
    3,000
    
    
    $
    1,5002005
    
    $
    4,000
    
    
    $
    2,0002006
    
    $
    5,000
    
    
    $
    2,500
 (4) Adjustment after 2006.
 (5) Treatment of Catch-Up Deferrals.
 (6) Universal availability.
 (E) Roth Deferrals.
 (1) Treatment of Roth Deferrals.
 (2) Separate accounting.
 (3) No re-classification.
 (F) Elective Deferrals as Employer Contributions.
 MATCHING CONTRIBUTIONS
 (A) Matching Formula: Type, Rate/Amount, Limitations and Time Period
  18




---



##### 



Defined Contribution Prototype Plan
 (1) Fixed Match
 (a) Allocation.
 (2) Discretionary Match.
 (a) Allocation.
 (3) Roth Deferrals.
 (4) Contribution timing.
 (5) Participating Employers.
 (B) Regular Matching Contributions.
 (1) Separate Account.
 (C) QMAC.
 (1) Plan Designated QMAC.
 (2) Operational QMAC.
 (3) Separate Account.
 (D) Matching Catch-Up Deferrals.
  19




---



##### 



Defined Contribution Prototype Plan
  (E) Targeting Limitations.
 NONELECTIVE/ EMPLOYER CONTRIBU-TIONS
 (A) Amount and Type.
 (1) Discretionary Nonelective Contribution
 (2) Fixed Nonelective or other Employer Contributions.
 (3) Prevailing Wage Contribution.
 Participating Employers.
 (B) Method of Allocation.
 (1) Pro rata allocation formula.
 (2) Permitted disparity allocation formula.
 (a) Two-tiered.
 (i) Tier one.
 (ii) Tier two.
 (b) Four-tiered.
  20




---



##### 



Defined Contribution Prototype Plan
 (i) Tier one
 (ii) Tier two.
 (iii) Tier three
 (iv) Tier four.
 (c) Maximum disparity table.
 Integration level %
    
    Applicable % for
    
    Applicable % forof taxable wage base
    
    2-tiered formula
    
    4-tiered formula100%
    
    
    5.7
    %
    
    
    2.7
    %More than 80% but less than 100%
    
    
    5.4
    %
    
    
    2.4
    %More than
20% (but not less than $10,001) and not more than 80%
    
    
    4.3
    %
    
    
    1.3
    %20% (or $10,000, if greater) or less
    
    
    5.7
    %
    
    
    2.7
    %
 (d) Overall permitted disparity limits
 (i) Annual overall permitted disparity limit
 (ii) Cumulative permitted disparity limit
  (e) Pro-ration of integration level
 (3) Classifications allocation formula.
 (a) Volume Submitter.
  21




---



##### 



Defined Contribution Prototype Plan
  (b) Nonstandardized Plan. ,
 Number of eligible NHCEs
    
    Allocation rates2 or less
    
    
    13-8
    
    
    29-11
    
    
    312-19
    
    
    420-29
    
    
    530 or more
    
    see below
  (4) Super-integrated allocation formula.
 (5) Age-based allocation formula. .
 (a) Definition of Benefit Factor.
 (b) Definition of Actuarial Factor.
 (6) Uniform points allocation formula.
 (7) Incorporation of fixed or Prevailing Wage Contribution formula.
  22




---



##### 



Defined Contribution Prototype Plan
  (8) Target Benefit/Money Purchase allocation formula.
 (C) QNEC.
 (1) Plan Designated QNEC.
 (2) Operational QNEC.
 (3) Reverse QNEC allocation.
 (4) Separate Account.
 (5) Anti-conditioning and targeting.
 (6) Standardized Plan limitation.
 (D) Qualified Replacement Plan.
 SAFE HARBOR 401(k) CONTRIBUTIONS
 (A) Prior Election and Notice/12 Month Plan Year.
  23




---



##### 



Defined Contribution Prototype Plan
 (1) Short Plan Year.
 (B) Effect/Remaining Terms/Testing Status.
 (C) Compensation for Allocation.
 (1) Safe Harbor and Additional Matching allocation.
 (2) Deferral allocation.
 (D) Early Elective Deferrals/Delay of Safe Harbor Contribution.
 (E) Safe Harbor Contributions/ADP Test Safe Harbor.
 (1) Definition of Safe Harbor Contribution.
  24




---



##### 



Defined Contribution Prototype Plan
 (2) Definition of Safe Harbor Nonelective Contribution.
 (3) Definition of Safe Harbor Matching Contribution.
 (4) Definition of Basic Matching Contribution.
 (5) Definition of Enhanced Matching Contribution.
 (6) Time period for computing/contributing Safe Harbor Matching Contribution.
 (a) Computation.
 (b) Contribution deadline
 (7) No allocation conditions.
 (8) NHCEs must receive allocation; further election of allocation group.
 (9) 100% vesting/distribution restrictions.
 (10) Possible application of ACP test.
 (11) Application to other allocations/testing.
 (12) Contribution to another plan.
 (F) Additional Matching Contributions.
  25




---



##### 



Defined Contribution Prototype Plan
  (1) Definition of Additional Matching Contributions.
 (2) Safe harbor or testing.
 (3) Eligibility, vesting, allocation conditions and distributions.
 (4) Time period for computing/contributing Additional Matching Contributions.
 (a) Computation.
 (b) Contribution deadline.
 (G) ACP test safe harbor.
 (1) Amount limitations.
 (2) No partial ACP test safe harbor.
 (3) Employee Contributions.
  26




---



##### 



Defined Contribution Prototype Plan
  (H) Safe Harbor Notice.
 (1) Deemed reasonable notice.
 (2) Mid-year notice/new Participant or Plan.
 (3) Content.
 (4) Election following notice.
 (5) Notice failure.
 (I) Mid-Year Changes in Safe Harbor Status.
 (1) Contingent (maybe) notice and supplemental notice-delayed election of Safe Harbor
Nonelective Contributions.
 (a) Effect on Additional Matching Contributions.
 (2) Exiting safe harbor matching.
  27




---



##### 



Defined Contribution Prototype Plan
  (3) Amendment of non- 401(k) Plan into safe harbor status.
 (4) New Plan/new Employer.
 (5) Plan termination
 (a) Acquisition/disposition or substantial business hardship.
 (b) Other termination.
 ALLOCATION CONDITIONS
 (A) Contributions Not Subject to Allocation Conditions.
 (B) Conditions.
 (1) Hours of Service requirement.
 (a) 1,000 HOS in Plan Year/other HOS requirement.
 (b) 501 HOS/terminees.
 © Copyright 2008 PRUDENTIAL RETIREMENT
    
    28




---



##### 



Defined Contribution Prototype Plan
 (c) Short Plan Year or allocation period.
 (2) Last day requirement.
 (a) Standardized Plan.
 (b) Nonstandardized or Volume Submitter Plan.
 (C) Time Period.
 (D) Death, Disability or Normal Retirement Age.
 (E) No Other Conditions.
 (F) Suspension of Allocation Conditions in a Nonstandardized or Volume Submitter Plan.
 (1) No average benefit test.
 (2) Methodology.
 (a) Last day
 (b) Latest Separation
 (c) Most Hours of Service (more than 500).
 (3) Appendix B.
 © Copyright 2008 PRUDENTIAL RETIREMENT
    
    29




---



##### 



Defined Contribution Prototype Plan
 (4) Separate Application to Nonelective and Matching.
 (G) Conditions Apply to Re-Hired Employees.
 FORFEITURE ALLOCATION
 (A) Allocation Method.
 (1) 4 01(k) forfeiture source.
 (a) Attributable to Matching.
 (b) Definition of Associated Matching Contribution.
 (c) Forfeiture or distribution of Associated Match.
 (2) Application of reduce option/excess forfeitures.
 (3) Plan expenses.
 (4) Safe harbor-top-heavy exempt fail-safe.
 (5) No allocation to Elective Deferral Accounts.
 Allocation under classifications
 © Copyright 2008 PRUDENTIAL RETIREMENT
    
    30




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##### 



Defined Contribution Prototype Plan
  (B) Timing (forfeiture allocation Plan Year).
 (1) 4 01(k) Plans/allocation timing and re-testing.
 (2) Contribution amount and timing not relevant.
 (C) Administration of Account Pending/Incurring Forfeiture
 (D) Participant Does Not Share in Own Forfeiture.
 (E) Plan Merger.
 ROLLOVER CONTRIBUTIONS
 (A) Policy Regarding Rollover Acceptance.
 (1) Rollover documentation.
 (2) Declination/related expense.
 (B) Limited Testing.
 (C) Pre-Participation Rollovers.
 © Copyright 2008 PRUDENTIAL RETIREMENT
    
    31




---



##### 



Defined Contribution Prototype Plan
  (D) May Include Employee Contributions and Roth Deferrals.
 EMPLOYEE CONTRIBUTIONS .
 (A Testing.
 (B) Matching.
 SIMPLE 401(k) CONTRIBUTIONS
 (A) Plan Year.
 (B) Eligible Employer.
 (1) Loss of eligible employer status.
 (C) Compensation.
 (D) Participant Elective Deferrals.
 (1) Amount Table.
 Year
    
    Amount2002
    
    $
    7,0002003
    
    $
    8,0002004
    
    $
    9,0002005
    
    $
    10,000
 (2) Catch-Ups
 (3) Election timing.
 (E) Employer SIMPLE 401(k) contributions.
 © Copyright 2008 PRUDENTIAL RETIREMENT
    
    32




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##### 



Defined Contribution Prototype Plan
 (1) Definition of SIMPLE Contribution.
 (F) SIMPLE 401(k) notice.
 (G) Application of remaining Plan provisions
 (1) Annual Additions
 (2) No allocation conditions
 (3) No other contributions
 4) Vesting
 (5) No nondiscrimination testing.
 (6) No top-heavy.
 (7) Remaining Plan terms.
 USERRA CONTRIBUTIONS
 (A) Application.
 (B) Employer Contributions.
 (C) Compensation.
 (D) Elective Deferrals/Employee Contributions.
 (E) Matching Contributions.
 (F) Limitations/Testing.
 © Copyright 2008 PRUDENTIAL RETIREMENT
    
    33




---



##### 



Defined Contribution Prototype Plan
 (G) No Earnings.
 (H) No Forfeitures.
 (I) Allocation Conditions.
 (J) Other Rules.
 DESIGNATED IRA CONTRIBUTIONS
 (A) Effective Date.
 (B) Traditional or Roth IRA
 (C) Account or Annuity.
 (1) Trustee or Custodian
 (2) Additional IRA requirements
 Taxable Year
    
    IRA contribution limit2003
    
$
    3,0002004
    
    $
    3,0002005
    
    $
    4,0002006
    
    $
    4,0002007
    
    $
    4,0002008 and beyond
    
    $
    5,000
 Taxable year
    
    IRA Catch-Up limit2003
    
    $
    5002004
    
    $
    5002005
    
    $
    5002006 and beyond
    
    $
    1,000
 (3) Not for deposit of SEP or SIMPLE IRA amounts/no Rollover Contributions
 (4) Designated Roth IRA Contributions.
 (a) Contribution Limit.
 (i) General.
 Filing
    
    Full
    
    Phase-out
    
    NoStatus
    
    Contribution
    
    Range
    
    ContributionSingle/
    
    $
    95,000
    
    
    $
    95,000-
    
    
    $110,000 orHead of
    
    or less
    
    $
    110,000
    
    
    moreHouseholdJoint/Qualifying
    
    $
    150,000
    
    
    $
    150,000-
    
    
    $160,000 orWidow(er)
    
    or less
    
    $
    160,000
    
    
    moreMarried-
    
    $
    0
    
    
    $
    0-$10,000
    
    
    $10,000 orSeparate
    
    
    
    
    
    
    
    
    
    more
  © Copyright 2008 PRUDENTIAL RETIREMENT
    
    34




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Defined Contribution Prototype Plan
 (ii) Roth and non-Roth IRA contributions.
 (iii) Conversion.
 (b) Modified AGI.
 (c) Compensation. e
 (D) Accounting and Investments
 (E) Participant Contribution and Designation
 (F) Treatment as IRA
 (G) Reporting
 (H) Distribution/RMDs 1 2
 © Copyright 2008 PRUDENTIAL RETIREMENT
    
    35




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Defined Contribution Prototype Plan
  DEDUCTIBLE EMPLOYEE CONTRIBU-TIONS (DECs)
 © Copyright 2008 PRUDENTIAL RETIREMENT
    
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Defined Contribution Prototype Plan
 ARTICLE IV
LIMITATIONS AND TESTING
 ANNUAL ADDITIONS LIMIT  NO OTHER PLANS.
 (A) Application of this Section.
 (B) Limitation.
 (C) Actions to Prevent Excess Annual Additions.
 (D) Estimated and Actual Compensation.
 (E) Disposition of Allocated Excess Amount.
 (1) Employee Contributions.
 (2) Elective Deferrals.
 (3) Excess Amount remains/ Participant still covered
 (4) Excess Amount remains/ Participant not covered/suspense account.
  37




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##### 



Defined Contribution Prototype Plan
  (5) Applicable Law.
 ANNUAL ADDITIONS LIMIT  OTHER 415 AGGREGATED PLANS
 (A) Application of this Section.
 (1) Definition of Code §415 Aggregated Plans.
 (B) Combined Plans Limitation.
 (1) Definition of Combined Plans Limitation.
 (2) Prevention.
 (3) Correction.
 (C) Estimated and Actual Compensation.
 (D) Ordering Rules.
   (E) Disposition of Allocated Excess Amount Attributable to Plan.
 OTHER DEFINED CONTRIBUTION PLANS LIMITATION
 (A) Application of this Section.
 (B) Limitation.
 NO COMBINED DCP/DBP LIMITATION
  38




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##### 



Defined Contribution Prototype Plan
 DEFINITIONS: SECTIONS 4.01-4.04
 (A) Annual Additions
 (B) Annual Additions Limit
 Number of months (or fractional parts thereof) in the short Limitation Year
  (1) Single plan treatment of Defined Contribution Plans.
 (2) Single plan treatment of Defined Benefit Plans.
 (C) Compensation.
 (1) Effective Date 415 Post-Severance Compensation.
 (2) First few weeks rule.
 (D) Employer.
 (E) Excess Amount.
 (F) Limitation Year.
 (G) M&P Plan.
 ANNUAL TESTING ELECTIONS
 (A) Changes and Uniformity.
  39




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##### 



Defined Contribution Prototype Plan
 (B) Plan Specific Elections.
 (C) Operational Elections. 1 2
 (1) Application of otherwise excludible employees and early participation rules
 (a) Definitions of Otherwise Excludible Employees and Includible Employees.
 (b) Satisfaction of coverage.
 (c) Definition of Cross-Over Date.
 (d) Determination of Cross-Over Date.
 (e) Amounts in testing in Cross-Over Plan Year.
 (f) Application of other conventions.
 (g) Allocations not effected by testing.
 (D) Election Timing
  40




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##### 



Defined Contribution Prototype Plan
  (E) Coverage Transition Rule.
 TESTING BASED ON BENEFITS .
 (A) Gateway Contribution.
 (1) Definition of Gateway Contribution.
 (2) Exception to Gateway Contribution requirement
 (B) Eligibility for Gateway Contribution.
 (C) Amount of Gateway Contribution.
 (D) Compensation for 5% Gateway Contribution.
 (E) Compensation for Determination of Highest Rate and 1/3 Gateway Contribution.
 (1) Definition of Highest Allocation Rate.
 (F) Employer Contribution Excludes Match.
 AMENDMENT TO PASS TESTING
  41




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##### 



Defined Contribution Prototype Plan
  APPLICATION OF COMPENSATION LIMIT .
 401(k) TESTING
 (A) Annual Elective Deferral Limitation.
 (1) Definition of Elective Deferral Limit.
 (2) Definition of Excess Deferral.
 (3) Elective Deferral Limit amount.
 Year
    
    Amount2002
    
    $
    11,0002003
    
    $
    12,0002004
    
    $
    13,0002005
    
    $
    14,0002006
    
    $
    15,000
 (4) COLA after 2006.
 (5) Suspension after reaching limit.
 (6) Correction.
 (7) 415 interaction.
 (8) ADP interaction
 (9) More than one plan.
 (10) Roth and Pre-Tax Deferrals.
  42




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##### 



Defined Contribution Prototype Plan
  (B) Actual Deferral Percentage (ADP) Test.
 (1) Definition of ADP Limit.
 (2) Definition of Excess Contributions.
 (3) ADP test.
 (a) 1.25 test
 (b) 2 percent test.
 (4) Calculation of ADP.
 (a) Definition of ADR (actual deferral ratio).
 (b) Definitions of HCE and NHCE Groups
 (c) Excess Deferrals interaction.
 (d) QNECs and QMACs.
 (e) Shifting Elective Deferrals to ACP.
 (f) Current/Prior Year Testing.
 (i) Election.
 (ii) Permissible changes.
 (iii) Deferrals and QNEC/QMAC deadline/ limitation under Prior Year Testing.
 (iv) First Plan Year under Prior Year Testing.
 (v) Plan coverage changes under Prior Year Testing.
  43




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##### 



Defined Contribution Prototype Plan
  (vi) Shifting contributions and switching from Current Year to Prior Year.
 (5) Special aggregation rule for HCEs.
  (6) Aggregation of certain 401(k) plans.
 (7) Characterization of Excess Contributions.
 (8) Distribution of Excess Contributions.
 (a) Calculation of total Excess Contributions
 (b) Apportionment and distribution of Excess Contributions.
 (c) Roth and Pre-Tax Deferrals.
 (d) Catch-Up Deferrals re-characterized.
  44




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##### 



Defined Contribution Prototype Plan
  (9) Allocable Income/ Testing Year and Gap Period
 (10) Treatment as Annual Additions.
 (11) Re-characterization as Employee Contributions.
 (C) Actual Contribution Percentage (ACP) Test
 (1) Definition of ACP Limit.
 (2) Definition of Aggregate Contributions.
 (3) Definition of Excess Aggregate Contributions.
 (4) ACP test.
 (a) 1.25 test.
 (b) 2 percent test.
 (5) Calculation of ACP.
 (a) Definition of ACR (actual contribution ratio).
 (b) Definitions of ACP Participant and HCE and NHCE Groups.
 (c) QNECs and Elective Deferrals.
 (d) Shifting QMACs to ADP.
 (e) Current/Prior Year Testing.
 (i) Election.
 (ii) Permissible changes.
  45




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##### 



Defined Contribution Prototype Plan
  (iii) Employee Contribution, Matching and QNEC deadline/ limitation under Prior Year Testing.
 (iv) First Plan Year under Prior Year Testing
 (v) Plan coverage changes under Prior Year Testing.
 (vi) Shifting contributions and switching from Current Year to Prior Year.
 (6) Special aggregation rule for HCEs.
 (7) Aggregation of certain 401(m) plans.
 (8) Distribution of Excess Aggregate Contributions.
 (a) Calculation of total Excess Aggregate Contributions.
 (b) Apportionment and distribution of Excess Aggregate Contributions.
  46




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##### 



Defined Contribution Prototype Plan
 A
 (9) Allocable Income/Testing Year and Gap Period.
 (10) Testing and correction ordering.
 (11) Vesting/forfeiture of non-Vested Excess Aggregates.
 (12) Treatment as Annual Addition.
 (D) QNEC, Matching and QMAC Targeting Restrictions.
 (1) QNEC targeting rules.
 (a) Definition of Representative Contribution Rate.
 (i) ADP.
 (ii) ACP.
 (b) Definition of Applicable Contribution Rate.
 (i) ADP.
 (ii) ACP.
 (c) QNEC in ACP test.
 (d) Prevailing Wage Contribution.
  47




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Defined Contribution Prototype Plan
  (2) Matching Contribution targeting rules.
 (a) Definition of Representative Matching Rate.
 (b) Definition of Matching Rate.
 (c) Employee Contributions
 (3) Accrued fixed contributions.
 DEFINITIONS :
 (A) ACP Participant.
 (B) ADP Participant.
 (C) Allocable Income.
 (1) Excess Deferrals.
 (a) Reasonable or alternative (pro rata) method
 (b) Gap Period.
 (2) Excess Contributions/Aggregates.
  48




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##### 



Defined Contribution Prototype Plan
  (a) Reasonable or alternative (pro rata) method
 (b) Gap Period.
 (D) Compensation.
 (E) Current Year Testing.
 F) Gap Period.
 (G) HCE Group
 (H) NHCE Group.
 (I) Prior Year Testing.
 (J) Testing Year.
  49




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Defined Contribution Prototype Plan
 ARTICLE V
VESTING
 NORMAL/EARLY RETIREMENT AGE
 PARTICIPANT DEATH OR DISABILITY
 VESTING SCHEDULE
 (A) General.
 (1) Matching/ top-heavy schedule
 (2) Election of different schedules
 (B) Vesting Schedules.
 6-year graded
    
    7-year graded0-1 year / 0%
    
    0-2 years/ 0%2 years / 20%
    
    3 years / 20%3 years / 40%
    
    4 years / 40%4 years / 60%
    
    5 years / 60%5 years / 80%
    
    6 years / 80%6 years / 100%
    
    7 years / 100%
 3-year cliff
    
    5-year cliff0-2 years / 0%
    
    0-4 years/ 0%3 years / 100%
    
    5 years / 100%
 (C) Grossed-Up Vesting Formula.
 (1) Separate Account/formula.
 (2) Alternative formula.
  50




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##### 



Defined Contribution Prototype Plan
 (3) Application to Contribution Type.
 (D) Special Vesting Elections.
 (E) Fully Vested Amounts.
 (F) Mergers/Transfers.
 CASH-OUT DISTRIBUTION/ POSSIBLE RESTORATION
 (A) Effect of Cash-Out Distribution.
 (1) Definition of Cash-Out Distribution.
 (2) Allocation in Cash-Out Year.
 (B) Forfeiture Restoration and Conditions for Restoration.
 (1) Restoration.
 (2) Source of repayment
 (3) No restoration.
 (a) 5 Years.
 (b) Not employed.
 (c) Forfeiture Break.
 (4) Restoration timing.
  51




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##### 



Defined Contribution Prototype Plan
 (5) Source of restoration.
 (a) Forfeitures.
 (b) Earnings.
 (c) Employer Contribution.
  (6) Multiple restorations.
 (7) Employer must make-up shortfall.
 (8) Not an Annual Addition.
 (C) Deemed Cash-Out of 0% Vested Participant.
  (1) If not entitled to allocation.
 (2) If entitled to allocation.
 (3) Timing of deemed repayment.
 (4) Pension plans.
 (D) Accounting for Cash-Out Repayment.
 (1) Pending restoration.
 (2) Accounting by contribution source.
  52




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##### 



Defined Contribution Prototype Plan
 (3) Return if failed repayment.
 YEAR OF SERVICE  VESTING
 (A) Definition of Year of Service.
 (B) Definition of Vesting Computation Period.
 (C) Counting Years of Service.
 (1) Forfeiture Break in Service; Cash-Out.
 (2) Rule of parity and one-year hold-out rule.
 (3) Other exclusions.
 (D) Elapsed Time. ,
 BREAK IN SERVICE AND FORFEITURE BREAK IN SERVICE  VESTING
 (A) Definition of Break in Service.
 (B) Definition of Forfeiture Break in Service.
 (C) Rule of Parity-Vesting.
 (D) One-Year Hold-out Rule-Vesting.
 FORFEITURE OCCURS
 (A) Timing.
 (1) Forfeiture Break.
 (2) Cash-Out
 (B) Vesting Schedule/Plan Correction/Lost Participants.
 AMENDMENT TO VESTING SCHEDULE
  53




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##### 



Defined Contribution Prototype Plan
  (A) No Reduction.
 (B) Hour of Service Required.
 (C) Election.
 (1) Notice of amendment.
 (2) Election timing.
 (3) No election if no adverse effect.
  54




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##### 



Defined Contribution Prototype Plan
 ARTICLE VI
DISTRIBUTIONS
 TIMING OF DISTRIBUTION
 (A) Distribution upon Separation from Service/ Severance from Employment (other than death).
 (1) Mandatory Distributions.
 (a) Definition of Mandatory Distribution.
 (i) Distribution after 62/NRA; unlimited amount.
 (ii) Distribution before 62/NRA; amount limit and Rollovers.
 (iii) Remaining Installments.
 (b) Distribution of Mandatory Distribution before 62/NRA; method and timing.
 (c) Distribution of Mandatory Distribution if 62/NRA; method and timing.
 (i) Balance not exceeding $5,000.
 (ii) Balance exceeds $5,000.
  55




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##### 



Defined Contribution Prototype Plan
  (iii) Rollover notice but no Automatic Rollover.
 (2) Distributions Requiring Consent.
 (a) Definition of Distribution Requiring Consent.
 (b) Distribution of Distribution Requiring Consent.
 (c) Distribution notice.
 (d) Consent requirements.
 (e) Distribution election/reconsideration.
 (f) Election to postpone.
 (g) No election /deemed elected distribution date.
 (h) Definition of Annuity Starting Date.
 (3) Disability.
 (4) Determination of Vested Account Balance.
  56




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Defined Contribution Prototype Plan
  (5) Consent to cash-out/forfeiture.
 (6) Return to employment.
 (B) Distribution upon Death
 (1) Timing of commencement.
 (2) Distribution method.
 (C) In-Service Distribution
 (1) Definition of In-Service Distribution.
 (2) Conditions.
 (a) Vesting
 (b) Ot er Conditions
 (3) Administration.
 (a) Participant election.
 (b) Frequency, timing and method.
 (4) Account restrictions.
 (a) Nonelective, Regular Matching, Additional Matching and SIMPLE Contribution distribution
events.
 (i) Two year seasoned contributions.
 (ii) 60 months of participation.
  57




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Defined Contribution Prototype Plan
  (b) 4 01(k) Plans.
 (i) Limitation. 1 2
 (ii) Definition of Restricted 401(k) Accounts.
 (c) Money Purchase Pension/Target Benefit Plans.
 (i) Limitation.
 (ii) Definition of Restricted Pension Accounts.
 (d) Prevailing Wage Contributions.
 (e) Rollover Contributions, Employee Contributions and DECs.
 (f) Transferred amounts/distribution restrictions and Protected Benefits
 (i) Distribution restrictions: transfers from pension plans to non-pension plans.
 (ii) Distribution restrictions: transfers from 401(k) Plans to other plans.
 (iii) Protected Benefit/ Separate Accounting.
 (g) Designated IRA.
 (5) Hardship.
 REQUIRED MINIMUM DISTRIBUTIONS
 (A) Lifetime RMDs.
 (1) RBD.
 (2) Amount of RMD for each DCY.
 (a) ULT amount.
 (b) SLT/younger spouse.
 (3) Lifetime RMDs continue through year of Participants death
  58




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##### 



Defined Contribution Prototype Plan
  (B) Death RMDs.
 (1) Death of Participant before DCD.
 (a) Spouse sole Designated Beneficiary. 1 2
 (i) Death of spouse.
 (b) Other Designated Beneficiary.
 (c) No Designated Beneficiary/5-year rule.
 (d) Participant survived by Designated Beneficiary/ Life Expectancy rule.
 (e) 5-year or Life Expectancy rule; possible election.
 (2) Death on or after DCD.
 (a) Participant survived by Designated Beneficiary.
 (i) Participants life expectancy.
 (ii) Spouse as sole Designated Beneficiary.
 (iii) Non-Spouse Designated Beneficiary.
 (b) No Designated Beneficiary.
 (C) Distribution Methods.
  59




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##### 



Defined Contribution Prototype Plan
  (D) Operating Rules
 (1) Precedence.
 (2) Requirements of Treasury regulations incorporated.
 (3) TEFRA Section 242(b)(2) elections
 (4) 2002 DCY election.
 (E) Definitions.
 (1) Designated Beneficiary.
 (2) DCY.
 (3) DCD.
 (4) JLT.
 (5) Life Expectancy.
 (6) Participants RMD Account Balance.
 (7) RBD.
 (a) More than 5% owner 1 2
 (b) Other Participants. 1 2
 (c) Election as to RBD. 1 2
 (8) RMD.
 (9) SLT.
 (10) ULT.
 (11) VCY.
 POST-SEPARATION (SEVERANCE), LIFETIME RMD AND BENEFICIARY DISTRIBUTION
METHODS
  60




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##### 



Defined Contribution Prototype Plan
  (A) Plan Available Methods
 (1) Participant methods.
 (2) Beneficiary Methods.
 (3) Definition of LumpSum.
 (4) Definition of Installments.
 (a) Installments only for Lifetime RMDs.
 (b) Installment acceleration.
 (5) Definition of Alternative Annuity. .
 (6) Definition of Ad-Hoc.
 (B) Participant and Beneficiary Elections
 (1) Participant election as to Beneficiary.
 (2) If no election.
 (3) Combination of methods.
 (4) No third party discretion.
 (5) Lump-Sum only if Account does not exceed $5,000.
  61




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Defined Contribution Prototype Plan
  (6) Sourcing election.
 (7) Application to alternate payees.
 (C) Modification.
 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND TO SURVIVING SPOUSES
 (A) Qualified Joint and Survivor Annuity (QJSA)
 (1) Definition of QJSA if married.
 (2) Definition of QJSA if not married.
 (3) Modification of QJSA benefit.
 (4) Definitions of Life/Survivor Annuity.
 (5) QJSA notice/timing.
 (6) Waiver frequency and timing.
 (7) Married Participant waiver.
 (a) Effect of spousal consent/blanket waiver.
 (b) Spousal consent not required.
  62




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Defined Contribution Prototype Plan
  (B) Qualified Preretirement Survivor Annuity (QPSA).
 (1) Definition of QPSA.
 (2) Modification of QPSA.
 (3) Ordering rule.
 (4) Disposition of remaining balance.
 (5) Surviving spouse elections.
 (6) QPSA notice/timing.
 (7) Waiver frequency and timing.
 (8) Spousal consent to waiver.
 (C) Effect of Waiver.
 (D) Loan Offset.
  63




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##### 



Defined Contribution Prototype Plan
 (E) Effect of QDRO.
 (F) Vested Account Balance Not Exceeding $5,000.
 (G) Profit Sharing Plan Exception.
 (1) Definition of Exempt Participants.
 (2) Transfers.
 (3) Distribution to Exempt Participant.
 (4) Exempt Participant Beneficiary designation.
 QDRO DISTRIBUTIONS
 (A) Distribution at Any Time.
 (B) Plan Terms Otherwise Apply.
 (C) QDRO Procedures.
 (1) Notices and order status.
 (2) Interim amounts payable.
 (3) Segregated Account.
 DEFAULTED LOAN  TIMING OF OFFSET
  64




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Defined Contribution Prototype Plan
  (A) Offset if Distributable Event.
 (B) Restricted Accounts. 1 2
 HARDSHIP DISTRIBUTIONS
 (A) Safe Harbor Need/Necessity.
 (1) Deemed immediate and heavy need.
 (2) Deemed necessity.
 (B) Non-safe Harbor Need/Necessity.
 (C) Policy/Reliance.
  65




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##### 



Defined Contribution Prototype Plan
  (D) No Counterproductive Actions.
 (E) Restrictions on Amount; Grandfathered Amounts.
 (F) Ordering.
 (G) Prototype and Volume Submitter Plans.
 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS
 (A) Participant Election.
 (B) Rollover and Withholding Notice.
 (C) Default Rollover.
 (D) Automatic Rollover.
  66




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Defined Contribution Prototype Plan
 (1) Determination of Mandatory Distribution amount.
 (a) Rollovers count.
 (b) Roth and Pre-Tax Deferrals.
 (2) Beneficiaries, alternate payees and termination.
 (E) Limitation on Employee Contribution and Roth Rollovers
 (1) Employee Contributions.
 (2) Roth Deferrals.
 (F) Definitions.
 (1) Direct Rollover.
 (2) Eligible Retirement Plan.
 (3) Eligible Rollover Distribution.
 (4 Individual Retirement Plan.
 REPLACEMENT OF $5,000 AMOUNT
  67




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Defined Contribution Prototype Plan
  TEFRA ELECTIONS
 (A) Application of Election in Lieu of Other Provisions
 (B) Non-application.
  68




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Defined Contribution Prototype Plan
 ARTICLE VII
ADMINISTRATIVE PROVISIONS
 EMPLOYER ADMINISTRATIVE PROVISIONS
 (A) Information to Plan Administrator.
 (B) Plan Contributions.
 (C) Employer Action.
 (D) No Responsibility for Others.
 (E) Indemnity of Certain Fiduciaries.
 (F) Settlor Expenses.
 PLAN ADMINISTRATOR.
 (A) Compensation and Expenses.
 (B) Resignation and Removal.
 (C) General Powers and Duties.
 (1) Eligibility/benefit determination.
 (2) Rules/policies.
 (3) Construction/enforcement.
 (4) Distribution/valuation.
 (5) Claims.
 (6) Information to Employer.
  69




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Defined Contribution Prototype Plan
 (7) Service providers.
 (8) Investment Manager.
 (9) Funding.
 (10) Records.
 (11) Tax returns and other filings.
 (12) Notices and disclosures.
 (13) Overpayment.
 (14) Catch-all.
 (D) 401(k) Plan Elective Deferrals.
 (E) Limitations on Plan Administrator Responsibility.
 (1) Acts of others.
 (2) Plan contributions.
 (3) Reliance on information.
 DIRECTION OF INVESTMENT.
 (A) Employer Direction of Investment.
 (B) Participant Direction of Investment.
 (1) Trustee authorization and procedures.
  70




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##### 



Defined Contribution Prototype Plan
  (2) ERISA § 404(c) .
 (3) Participant loans.
 (4) Investment services programs.
 (C) Direction Consistent with Plan and ERISA.
 ACCOUNT ADMINISTRATION, VALUATION AND EXPENSES.
 (A) Individual Accounts.
 (1) By Contribution Type.
 (2) By investment account type.
 (a) Pooled Accounts.
 (b) Participant-Directed Accounts.
 (c) Segregated Accounts.
  71




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##### 



Defined Contribution Prototype Plan
 (3) Value of Account/distributions
 (4) Account statements
 (B) Allocation of Earnings.
 (1) Allocate as of Valuation Date.
 (2) Definition of Valuation Date.
 (3) Definition of Valuation Period.
 (4) Allocation methods
 (a) Daily valuation method.
 (b) Balance forward method.
 (c) Balance forward with adjustment method.
 (d) Weighted average method.
 (e) Participant-Directed Account method.
 (5) Special Earnings allocation rules.
 (a) Code §415 Excess Amounts.
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##### 



Defined Contribution Prototype Plan
 (b) Contributions prior to accrual or precise determination.
 (c) Forfeitures prior to accrual.
 (d) Accounting after Forfeiture Break in Service.
 (e) Coordination of allocation and valuation elections.
 (C) Plan Expenses.
 (1) Employer election as to non-settlor expenses
 (2) Allocation of Plan expense.
 (a) Charge to overall Plan (pro rata or per capita).
 (b) Charge to individual Participant Accounts.
 (c) Participants direct payment of investment expenses.
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Defined Contribution Prototype Plan
  (d) Charges to former Employee-Participants.
 (e) ERISA compliance.
 PARTICIPANT ADMINISTRATIVE PROVISIONS
 (A) Beneficiary Designation.
 (1) Automatic revocation of spousal designation.
 (2) Coordination with QJSA/QPSA requirements.
 (3) Profit Sharing Plan exception.
 (4) Limitation on frequency of Designated Beneficiary changes.
 (5) Definition of spouse.
 (B) Default Beneficiary.
 (1) Spouse.
  74




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##### 



Defined Contribution Prototype Plan
 (2) Descendants.
 (3) Parents.
 (4) Estate.
 (C) Administration of Default Provision.
 (D) Death of Beneficiary.
 (E) Simultaneous Death of Participant and Beneficiary.
 (F) Incapacitated Participant or Beneficiary.
 (G) Assignment or Alienation.
 (H) Information Available.
 (I) Claims Procedure for Denial of Benefits.
 (J) Inability to Determine Beneficiary.
 PLAN LOANS
 (A) Loan Policy.
  75




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##### 



Defined Contribution Prototype Plan
  (B) Requirements for Plan Loans.
 (C) Default as Distributable Event.
 (D) QJSA/QPSA Requirements
 (E) Treatment of Loan as Participant-Directed.
 LOST PARTICIPANTS
 (A) Ongoing Plan.
 (1) Attempt to Locate.
 (2) Failure to locate/disposition of Account.
 (3) Subsequent restoration of forfeiture.
  76




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Defined Contribution Prototype Plan
 (B) Terminating plan.
 (1) Attempt to locate.
 (2) Failure to locate/disposition of Account.
 (a) No Annuity Contract/no other Defined Contribution Plan.
 (b) Plan provides Annuity Contract/no other Defined Contribution Plan.
 (c) Employer maintains another Defined Contribution Plan.
 (C) Search methods.
 (D) Uniformity.
 (E) Expenses of search.
 (F) Alternative Disposition.
 PLAN CORRECTION
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Defined Contribution Prototype Plan
  PROTOTYPE/VOLUME SUBMITTER PLAN STATUS
 PLAN COMMUNICATIONS, INTERPRETATION AND CONSTRUCTION.
 (A) Plan Administrators Discretion/ Nondiscriminatory Administration.
 (B) Written Communications.
 (C) Use of Electronic Media
 (D) Evidence.
 (E) Plan Terms Binding.
 (F) Employment Not Guaranteed.
 (G) Word Usage.
 (H) State Law.
 (I) Parties to Litigation.
 (J) Fiduciaries Not Insurers.
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Defined Contribution Prototype Plan
 (K) Construction/Severability.
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Defined Contribution Prototype Plan
 ARTICLE VIII
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
 ACCEPTANCE
 INVESTMENT POWERS AND DUTIES
 (A) Discretionary Trustee Powers
 (1) General powers.
 (2) Cash/liquidity.
 (3) Trustees common/collective funds
 (4) Transact in real/personal property.
 (5) Borrowing.
 (6) Claims.
 (7) Voting/tender/exercise.
 (8) Mineral rights.
 (9) Title.
 (10) Hold pending dispute resolution.
 (11) Litigation.
 (12) Agents/reliance.
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Defined Contribution Prototype Plan
  (13) Employer stock/real property. .
 (a) Profit Sharing Plans/ 401(k) Plans
 (b) Voting/distribution
 (14) Orphaned plan.
 (15) Catch-all
 (B) Nondiscretionary (directed) Trustee/Custodian Powers.
 (1) Modification of powers/duties
 (2) Limited responsibility.
 (a) No discretion over Trust assets.
 (b) No review or recommendations.
 (c) No action unless direction
 (d) No liability for following orders.
 (e) Indemnity.
 (3) Limitation of powers of certain Custodians
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Defined Contribution Prototype Plan
  (4) QTA.
 (5) Trustee references. .
 (C) Duties.
 (1) ERISA.
 (2) Investment policy.
 (3) Trust accounting.
 (4) Trust valuation.
 (5) Distributions.
 (6) Fees/expenses.
 (7) Loans.
 (8) Records/statements.
 (9) Tax returns.
 (10) Incapacity.
 (11) Bond.
 (D) Limitations Applicable to all Trustees.
 (1) Receipt of contributions.
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Defined Contribution Prototype Plan
 (2) Co-fiduciary liability.
 (3) Limitation of Trustee liability.
 (a) Apportionment of duties
 (b) If Investment Manager.
 (c) If other appointed fiduciaries.
 (d) Indemnity.
 (E) Multiple Trustees.
 (1) Majority decisions.
 (2) Allocation
 (3) Signature
 NAMED FIDUCIARY
 (A) Definition of Named Fiduciary.
 (B) Duty of Named Fiduciary
 (C) Appointment of Investment Manager.
 DISTRIBUTION OF CASH OR PROPERTY
 TRUSTEE/ CUSTODIAN FEES AND EXPENSES
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Defined Contribution Prototype Plan
  THIRD PARTY RELIANCE
 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY
 (A) Appointment.
 (B) Powers
 (C) Resignation/Removal.
 (D) Independent Fiduciary.
 RESIGNATION AND REMOVAL
 (A) Resignation
 (B) Removal.
 (C) Successor Appointment.
 (1) Default Successor Trustee
 (2) Default Successor Custodian.
 (D) Acceptance.
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Defined Contribution Prototype Plan
 (E) Outgoing Trustee.
 (F) Successor Powers
 (G) No Liability for Predecessor.
 INVESTMENT IN GROUP TRUST FUND
 COMBINING TRUSTS OF EMPLOYERS PLANS.
 AMENDMENT/SUBSTITUTION OF TRUST.
 (A) Amendment/Standardized Plan.
 (B) Amendment/Nonstandardized or Volume Submitter Plan.
 (1) Limitation.
 (C) Substitution of Approved Trust.
 (D) Formalities.
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Defined Contribution Prototype Plan
 ARTICLE IX
PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY
 INSURANCE BENEFIT
 (A) General.
 (B) Insurance on Others.
 (C) Amount and Type of Coverage.
 (D) Ownership
 (E) Distribution
 (F) Premiums/Directed Investment.
 (G) Uniformity.
 (H) Custodians.
 LIMITATIONS ON COVERAGE .
 (A) Incidental Insurance Benefits.
 (B) Exception for Certain Profit Sharing Plans.
 (C) Exception for Other Amounts.
 DISPOSITION OF LIFE INSURANCE PROTECTION
 (A) Timing.
 (B) Method.
 DIVIDENDS
 LIMITATIONS ON INSURANCE COMPANY DUTIES.
 (A) Not a Party to Plan
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Defined Contribution Prototype Plan
 (B) No Responsibility for Others
 (C) Plan Terms.
 (D) Reliance/Discharge.
 RECORDS/INFORMATION
 CONFLICT WITH PLAN
 APPENDIX B OVERRIDE.
 DEFINITIONS
 (A) Contract(s).
 (B) Dividends.
 (C) Insurable Participant.
 (D) Issuing Company
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Defined Contribution Prototype Plan
 ARTICLE X
TOP-HEAVY PROVISIONS
 DETERMINATION OF TOP-HEAVY STATUS
 (A) Only Employer Plan.
 (B) If Other Plans.
 (1) Count all aggregated plans.
 (2) Terminated plans.
 (3) Defined Benefit Plans/SEPs.
 (C) Defined Benefit Plans.
 (1) Use of uniform accrual.
 (2) Actuarial assumptions.
 (D) Application of Top-Heavy Rules.
 TOP-HEAVY MINIMUM ALLOCATION
 (A) Allocation to Non-Keys.
 (B) Additional Contribution/Allocation as Required.
 (C) No Plan Allocations.
 PLAN WHICH WILL SATISFY TOP-HEAVY
  (A) Aggregation of Plans to Satisfy.
 (B) More Than One Defined Contribution Plan
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Defined Contribution Prototype Plan
  (C) Defined Benefit Plan(s).
 TOP-HEAVY VESTING
 SAFE HARBOR/SIMPLE PLAN EXEMPTION.
 (A) Safe Harbor 401(k) Plan.
 (B) SIMPLE 401(k) Plan.
 DEFINITIONS
 (A) Compensation.
 (B) Determination Date.
 (C) Determination (look-back) Period
 (D) Employer.
 (E) Highest Contribution Rate.
 (F) Key Employee.
 (1) Attribution.
 (2) Maximum Officers.
 (3) Applicable Law.
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Defined Contribution Prototype Plan
 (G) Non-Key Employee.
 (H) Participant
 (I) Permissive Aggregation Group.
 (J) Required Aggregation Group.
 (K) Top-Heavy Ratio
 (1) Amounts included.
 (2) Former Key Employees.
 (3) No Service during 1-year look-back
 (4) Distributions, Rollover Contributions and Transfers.
 (L) Top-Heavy Minimum Allocation.
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Defined Contribution Prototype Plan
 ARTICLE XI
EXCLUSIVE BENEFIT, AMENDMENT AND TERMINATION
 EXCLUSIVE BENEFIT
 (A) No Reversion/Diversion.
 (B) Initial Qualification.
 AMENDMENT BY EMPLOYER
 (A) Permitted Amendments.
 (1) Adoption Agreement/Appendix B overrides.
 (2) Model amendments.
 (3) Interim amendments.
 (4) Corrections.
 (B) Amendment Formalities.
 (1) Writing.
 (2) Restatement.
 (3) Amendment (without restatement).
 (4) Effect of certain alterations.
 (5) Operational discretion and policy not an amendment
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Defined Contribution Prototype Plan
 (6) Trustee/Custodian signature to amendment
 (7) Signatory Employer authority.
 (C) Impermissible Amendment/Protected Benefits
 (1) Exclusive benefit/no reversion.
 (2) Alteration of Plan Administrator or Trustee/Custodian duties.
 (3) No cut-backs.
 (4) Disregard of amendment/Tracking Protected Benefits
 AMENDMENT BY PROTOTYPE SPONSOR/ VOLUME SUBMITTER PRACTITIONER
 (A) General
 (B) Notice to Employers.
 (C) Prohibited Amendments.
 (D) Volume Submitter Practitioner limitations
 (E) Mass Submitter Amendment.
 FROZEN PLAN
 (A) Employer Action to Freeze
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Defined Contribution Prototype Plan
  (B) Vesting.
 (C) Not a Termination.
 PLAN TERMINATION
 (A) Employer Action to Terminate
 (1) Specified date.
 (2) Employer no longer exists.
 (B) QTA Action to Terminate Abandoned Plan.
 (1) Definition of Qualified Termination Administrator (QTA).
 (2) QTA procedure.
 (C) Vesting.
 (D) General Procedure upon Termination.
 (1) If no consent required.
 (2) If consent required
 (3) Lower dollar amount.
 (E) Profit Sharing Plan.
 (1) Limitations.
 (F) 401(k) Plan Distribution Restrictions.
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Defined Contribution Prototype Plan
  (1) Definition of Alternative Defined Contribution Plan.
 (G) Continuing Trust Provisions.
 (H) Lost Participants
 MERGER/DIRECT TRANSFER
 (A) Authority.
 (B) Code §414(l) Requirements.
 (C) Administration of Transferred Amount
 (D) Nonelective Transfers.
 (E) Elective Transfers.
 (1) Code § 411(d)(6) (D) Transfer.
 (2) Acquisition or employment change Transfer.
 (3) Distributable event Transfer.
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Defined Contribution Prototype Plan
 (F) Pre-Participation Transfers
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Defined Contribution Prototype Plan
 ARTICLE XII
MULTIPLE EMPLOYER PLAN
[ VOLUME SUBMITTER ONLY ]
 ELECTION/OVERRIDING EFFECT
 DEFINITIONS
 (A) Employee.
 (B) Lead Employer.
 (C) Participating Employer.
 (D) Professional Employer Organization (PEO).
 (1) Client Organization (CO).
 (2) Worksite Employee.
 PARTICIPATING EMPLOYER ELECTIONS
 HCE STATUS
 TESTING
 (A) Separate Status.
 (1) ADP.
 (2) ACP.
 (3) Nondiscrimination.
 (4) Coverage.
 (B) Joint Status.
 (1) Annual Additions Limit
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Defined Contribution Prototype Plan
 (2) Elective Deferral Limit.
 (3) Catch-Up Limit.
 TOP-HEAVY
 (A) Highest Contribution Rate.
 (B) Top-Heavy Minimum Allocation.
 (C) Plan Which Will Satisfy.
 COMPENSATION
 (A) Separate Determination.
 (1) Nondiscrimination and coverage.
 (2) Top-Heavy.
 (3) Allocations.
 (4) HCE determination
 (B) Joint Status.
 SERVICE
 REQUIRED MINIMUM DISTRIBUTIONS 1 2 1 2
 COOPERATION AND INDEMNIFICATION
 (A) Cooperation
 (B) Indemnity.
 TRANSITION RULES
 (A) Definition of Transition Year.
 (B) Definition of Look-Back Year.
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Defined Contribution Prototype Plan
 (C) Employee Status.
 (D) Distribution.
 (E) Top-heavy. i.e.
 (F) ADP/ACP Testing.
 (G) HCE Determination.
 (H) Required Minimum Distributions. 1 2
 (1) Determination of 5% owner status. 1 2
 (2) Required Beginning Date.
 INVOLUNTARY TERMINATION
 (A) Notice.
 (B) Spin-off.
 (C) Alternatives.
 (1) Distribution.
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Defined Contribution Prototype Plan
  (2) Transfer.
 (D) Participants.
 (E) Consent.
 VOLUNTARY TERMINATION
 (A) Notice.
 (B) Procedure
 (C) Costs
 (D) Participants
 * * * * * * * * * * * * * * *
  99