Exhibit 10.2
 Sterling Chemicals, Inc. Savings and Investment Plan
 CASH OR DEFERRED BASIC PLAN DOCUMENT




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TABLE OF CONTENTS
 ARTICLE I
    
    
    1DEFINITIONS
    
    
    11.1
    
    Actual Contribution Percentage (ACP)
    
    
    11.2
    
    Actual Deferral Percentage (ADP)
    
    
    11.3
    
    Adoption Agreement
    
    
    21.4
    
    Allocation Date(s)
    
    
    21.5
    
    Annual Additions
    
    
    21.6
    
    Annuity Starting Date
    
    
    21.7
    
    Applicable Calendar Year
    
    
    31.8
    
    Applicable Life Expectancy
    
    
    31.9
    
    Average Contribution Percentage (ACP)
    
    
    31.10
    
    Average Deferral Percentage (ADP)
    
    
    31.11
    
    Beneficiary
    
    
    31.12
    
    Break In Service
    
    
    31.13
    
    Catch-Up Contributions
    
    
    41.14
    
    Code
    
    
    41.15
    
    Compensation
    
    
    41.16
    
    Custodian
    
    
    81.17
    
    Days of Service
    
    
    81.18
    
    Defined Benefit Plan
    
    
    81.19
    
    Defined Contribution Dollar Limitation
    
    
    81.20
    
    Defined Contribution Plan
    
    
    81.21
    
    Designated Beneficiary
    
    
    91.22
    
    Direct Rollover
    
    
    91.23
    
    Disability
    
    
    91.24
    
    Distribution Calendar Year  (Valuation Calendar Year)
    
    
    91.25
    
    Early Retirement Age
    
    
    91.26
    
    Early Retirement Date
    
    
    91.27
    
    Earned Income
    
    
    91.28
    
    Effective Date
    
    
    101.29
    
    Elapsed Time
    
    
    101.30
    
    Election Period
    
    
    101.31
    
    Elective Deferrals
    
    
    111.32
    
    Eligible Participant
    
    
    111.33
    
    Eligible Retirement Plan
    
    
    111.34
    
    Eligible Rollover Distribution
    
    
    111.35
    
    Employee
    
    
    121.36
    
    Employer
    
    
    121.37
    
    Entry Date
    
    
    121.38
    
    ERISA
    
    
    121.39
    
    Excess Aggregate Contributions
    
    
    131.40
    
    Excess Annual Additions
    
    
    131.41
    
    Excess Contributions
    
    
    131.42
    
    Excess Elective Deferrals
    
    
    131.43
    
    Expected Year Of Service
    
    
    131.44
    
    Fiduciary
    
    
    131.45
    
    First Distribution Calendar Year
    
    
    131.46
    
    Former Participant
    
    
    141.47
    
    Hardship
    
    
    141.48
    
    Highest Average Compensation
    
    
    141.49
    
    Highly Compensated Employee
    
    
    141.50
    
    Hour Of Service
    
    
    141.51
    
    Integration Level
    
    
    151.52
    
    Key Employee
    
    
    151.53
    
    Leased Employee
    
    
    151.54
    
    Life Expectancy
    
    
    151.55
    
    Limitation Year
    
    
    161.56
    
    Matching Contribution
    
    
    161.57
    
    Maximum Permissible Amount
    
    
    161.58
    
    Named Investment Fiduciary
    
    
    161.59
    
    Net Profit
    
    
    161.60
    
    Normal Retirement Age
    
    
    161.61
    
    Normal Retirement Date
    
    
    16
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1.62
    
    Owner-Employee
    
    
    161.63
    
    Participant
    
    
    171.64
    
    Participants Account Balance
    
    
    171.65
    
    Participants Benefit
    
    
    171.66
    
    Period Of Severance
    
    
    171.67
    
    Permissive Aggregation Group
    
    
    171.68
    
    Plan
    
    
    171.69
    
    Plan Administrator
    
    
    171.70
    
    Plan Sponsor
    
    
    171.71
    
    Plan Year
    
    
    171.72
    
    Predecessor Organization
    
    
    171.73
    
    Present Value
    
    
    171.74
    
    Prior Plan Year
    
    
    181.75
    
    Qualified Domestic Relations Order (QDRO)
    
    
    181.76
    
    Qualified Early Retirement Age
    
    
    181.77
    
    Qualified Joint And Survivor Annuity (QJSA)
    
    
    181.78
    
    Qualified Matching Contributions (QMACs)
    
    
    181.79
    
    Qualified Non-Elective Contributions (QNECs)
    
    
    181.80
    
    Qualified Plan
    
    
    181.81
    
    Qualified Pre Retirement Survivor Annuity
    
    
    181.82
    
    Qualified Voluntary Contribution
    
    
    181.83
    
    Required After-tax Contributions
    
    
    191.84
    
    Required Aggregation Group
    
    
    191.85
    
    Required Beginning Date
    
    
    191.86
    
    Rollover Contribution
    
    
    191.87
    
    Roth Elective Deferrals
    
    
    191.88
    
    Salary Deferral Agreement
    
    
    201.89
    
    Self-Employed Individual
    
    
    201.90
    
    Service
    
    
    201.91
    
    Service Provider
    
    
    201.92
    
    Severance Date
    
    
    201.93
    
    Severance Period
    
    
    201.94
    
    Shareholder Employee
    
    
    211.95
    
    Simplified Employee Pension Plan
    
    
    211.96
    
    Spouse  (Surviving Spouse)
    
    
    211.97
    
    [Reserved]
    
    
    211.98
    
    Taxable Wage Base
    
    
    211.99
    
    Top Heavy Determination Date
    
    
    211.100
    
    Top-Heavy Plan
    
    
    211.101
    
    Top-Heavy Ratio
    
    
    211.102
    
    Top-Paid Group
    
    
    221.103
    
    Transfer Contribution
    
    
    221.104
    
    Trust
    
    
    221.105
    
    Trustee
    
    
    221.106
    
    Uniformed Services Employment And Reemployment Rights Act Of 1994 (USERRA)
    
    
    221.107
    
    Valuation Date
    
    
    221.108
    
    Vested Account Balance
    
    
    231.109
    
    Voluntary After-tax Contribution
    
    
    231.110
    
    Welfare Benefit Fund
    
    
    231.111
    
    Year Of Service
    
    
    23ARTICLE II
    
    
    25ELIGIBILITY REQUIREMENTS
    
    
    252.1
    
    Eligibility
    
    
    252.2
    
    Determination Of Eligibility
    
    
    252.3
    
    Change In Classification Of Employment
    
    
    252.4
    
    Participation
    
    
    262.5
    
    Employment Rights
    
    
    262.6
    
    Service With Controlled Groups
    
    
    262.7
    
    Leased Employees
    
    
    262.8
    
    Thrift Plan
    
    
    262.9
    
    Waiver Of Participation
    
    
    272.10
    
    Omission Of Eligible Employee
    
    
    272.11
    
    Inclusion Of Ineligible Employee
    
    
    272.12
    
    Participating Employer
    
    
    27ARTICLE III
    
    
    28
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EMPLOYER CONTRIBUTIONS
    
    
    283.1
    
    Contribution Amount
    
    
    283.2
    
    Responsibility For Contributions
    
    
    293.3
    
    Return Of Contributions
    
    
    293.4
    
    Merger Of Assets From Another Plan
    
    
    293.5
    
    Coverage Requirements
    
    
    293.6
    
    Eligibility For Contribution
    
    
    303.7
    
    Cross-Tested Allocation Formula
    
    
    303.8
    
    Uniform Dollar Contribution
    
    
    323.9
    
    Uniform Points Contribution
    
    
    323.10
    
    403(b) Matching Contribution
    
    
    323.11
    
    Nonqualified Deferred Compensation Plan Arrangement
    
    
    32ARTICLE IV
    
    
    33EMPLOYEE CONTRIBUTIONS
    
    
    334.1
    
    Voluntary After-tax Contributions
    
    
    334.2
    
    Required After-tax Contributions
    
    
    334.3
    
    Qualified Voluntary Contributions
    
    
    334.4
    
    Rollover Contributions
    
    
    334.5
    
    Voluntary Direct Transfers Between Plans
    
    
    344.6
    
    Elective Deferrals In A 401(k) Plan
    
    
    354.7
    
    Catch-Up Contributions
    
    
    364.8
    
    Roth Elective Deferrals In A 401(k) Plan
    
    
    364.9
    
    Automatic Enrollment
    
    
    374.10
    
    Make-Up Contributions Under USERRA
    
    
    384.11
    
    Qualified and Eligible Automatic Contribution Arrangements
    
    
    38ARTICLE V
    
    
    40PARTICIPANT ACCOUNTS
    
    
    405.1
    
    Separate Accounts
    
    
    405.2
    
    Valuation Date
    
    
    405.3
    
    Allocations To Participant Accounts
    
    
    405.4
    
    Allocating Employer Contributions
    
    
    415.5
    
    Allocating Investment Earnings And Losses
    
    
    415.6
    
    Allocation Adjustments
    
    
    425.7
    
    Participant Statements
    
    
    425.8
    
    Changes In Method And Timing Of Valuing Participants Accounts
    
    
    425.9
    
    Roth Elective Deferral Account
    
    
    42ARTICLE VI
    
    
    43RETIREMENT BENEFITS AND DISTRIBUTIONS
    
    
    436.1
    
    Normal Retirement Benefits
    
    
    436.2
    
    Early Retirement Benefits
    
    
    436.3
    
    Benefit Upon Death
    
    
    436.4
    
    Benefit Upon Disability
    
    
    436.5
    
    Benefits On Termination Of Employment
    
    
    436.6
    
    Restrictions On Immediate Distributions
    
    
    456.7
    
    Normal And Optional Forms Of Payment
    
    
    466.8
    
    Distribution In Event Of Incapacity
    
    
    466.9
    
    Commencement Of Benefits
    
    
    466.10
    
    In-Service Withdrawals
    
    
    476.11
    
    Hardship Withdrawals
    
    
    496.12
    
    Direct Rollovers
    
    
    516.13
    
    Participants Notice
    
    
    536.14
    
    Assets Transferred From Money Purchase Pension Plans
    
    
    536.15
    
    Assets Transferred From A Code Section 401(k) Plan
    
    
    536.16
    
    Death Benefits Under USERRA  Qualified Active Military Service
    
    
    536.17
    
    Special Code Section 414(U)(12)(B) Rule For Distributions  Deemed Severance From Employment
    
    
    54ARTICLE VII
    
    
    55DISTRIBUTION REQUIREMENTS
    
    
    557.1
    
    Joint And Survivor Annuity Requirements
    
    
    557.2
    
    Designation Of Beneficiary
    
    
    55
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7.3
    
    Minimum Distribution Requirements
    
    
    557.4
    
    Limits On Distribution Periods
    
    
    567.5
    
    Required Beginning Date
    
    
    567.6
    
    Death Of Participant Before Distributions Begin
    
    
    567.7
    
    Forms Of Distributions
    
    
    577.8
    
    Amount Of Required Minimum Distribution For Each Distribution Calendar Year
    
    
    577.9
    
    Lifetime Required Minimum Distributions Continue Through Year Of Participants Death
    
    
    577.10
    
    Death On Or After Required Distributions Begin
    
    
    577.11
    
    Death Before Date Required Distributions Begin
    
    
    577.12
    
    Prior Pre Retirement Distribution Options
    
    
    587.13
    
    Transitional Rules
    
    
    587.14
    
    Distributions To Minors And Individuals Who Are Legally Incompetent
    
    
    597.15
    
    Unclaimed Benefits
    
    
    59ARTICLE VIII
    
    
    61JOINT AND SURVIVOR ANNUITY REQUIREMENTS
    
    
    618.1
    
    Applicability Of Provisions
    
    
    618.2
    
    Payment Of Qualified Joint And Survivor Annuity
    
    
    618.3
    
    Payment Of Qualified Pre Retirement Survivor Annuity
    
    
    618.4
    
    Qualified Election
    
    
    618.5
    
    Notice Requirements For Qualified Joint And Survivor Annuity
    
    
    628.6
    
    Notice Requirements For Qualified Pre Retirement Survivor Annuity
    
    
    628.7
    
    Special Safe Harbor Exception For Certain Profit-Sharing Or 401(k) Plans
    
    
    638.8
    
    Transitional Rule
    
    
    638.9
    
    Automatic Joint And Survivor Annuity And Early Survivor Annuity
    
    
    648.10
    
    Annuity Contracts
    
    
    658.11
    
    Required Content Of Qualified Joint and Survivor Annuity Explanation Under Code Section 417(a)(3)
    
    
    65ARTICLE IX
    
    
    66VESTING
    
    
    669.1
    
    Employee Contributions
    
    
    669.2
    
    Employer Contributions
    
    
    669.3
    
    Computation Period
    
    
    669.4
    
    Requalification Prior To Five Consecutive One Year Breaks In Service
    
    
    669.5
    
    Requalification After Five Consecutive One Year Breaks In Service
    
    
    669.6
    
    Calculating Vested Interest
    
    
    669.7
    
    Forfeitures
    
    
    679.8
    
    Amendment Of Vesting Schedule
    
    
    679.9
    
    Service With Controlled Groups
    
    
    689.10
    
    Compliance With Uniformed Services Employment And Reemployment Rights Act Of 1994
    
    
    68ARTICLE X
    
    
    69LIMITATIONS ON ALLOCATIONS
    
    
    6910.1
    
    Maximum Annual Additions
    
    
    6910.2
    
    Participation In This Plan Only
    
    
    6910.3
    
    Disposition Of Excess Annual Additions
    
    
    6910.4
    
    Participation In Multiple Defined Contribution Plans
    
    
    6910.5
    
    Disposition Of Excess Annual Additions Under Two Plans
    
    
    70ARTICLE XI
    
    
    71NONDISCRIMINATION TESTING
    
    
    7111.1
    
    General Testing Requirements
    
    
    7111.2
    
    ADP Testing Limitations
    
    
    7111.3
    
    Special Rules Relating To Application Of The ADP Test
    
    
    7111.4
    
    ACP Testing Limitations
    
    
    7211.5
    
    Special Rules Relating To The Application Of The ACP Test
    
    
    7311.6
    
    Recharacterization
    
    
    7411.7
    
    Calculation And Distribution Of Excess Contributions And Excess Aggregate Contributions
    
    
    7411.8
    
    Distribution Of Excess Elective Deferrals
    
    
    7511.9
    
    Distribution Of Excess Contributions
    
    
    7611.10
    
    Distribution Of Excess Aggregate Contributions
    
    
    7711.11
    
    Qualified Non Elective And/Or Matching Contributions
    
    
    7711.12
    
    [Reserved]
    
    
    79
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11.13
    
    Safe Harbor 401(k) Plan Rules Of Application
    
    
    7911.14
    
    Safe Harbor 401(k) Plan Definitions
    
    
    8011.15
    
    Required Restrictions On Safe Harbor 401(k) Contributions
    
    
    8011.16
    
    ADP Test Safe Harbor
    
    
    8111.17
    
    ACP Test Safe Harbor
    
    
    8111.18
    
    Safe Harbor 401(k) Status
    
    
    8211.19
    
    Safe Harbor 401(k) Notice Requirement
    
    
    8311.20
    
    Satisfying Safe Harbor 401(k) Contribution Requirements Under Another Defined Contribution Plan
    
    
    8311.21
    
    Nondiscrimination Tests In An Eligible Automatic Contribution Arrangement
    
    
    84ARTICLE XII
    
    
    85ADMINISTRATION
    
    
    8512.1
    
    Plan Administrator
    
    
    8512.2
    
    Persons Serving As Plan Administrator
    
    
    8512.3
    
    Action By Employer
    
    
    8612.4
    
    Responsibilities Of The Parties
    
    
    8612.5
    
    Promulgating Notices And Procedures
    
    
    8612.6
    
    Appointment Of Investment Manager
    
    
    8712.7
    
    Participant Investment Direction
    
    
    8712.8
    
    Application Of ERISA Section 404(c)
    
    
    9012.9
    
    Participant Loans
    
    
    9112.10
    
    Insurance Policies
    
    
    9312.11
    
    Determination Of Qualified Domestic Relations Order (QDRO Or Order)
    
    
    9512.12
    
    Receipt And Release For Payments
    
    
    9612.13
    
    Resignation And Removal
    
    
    9612.14
    
    Claims And Claims Review Procedure
    
    
    9612.15
    
    Bonding
    
    
    97ARTICLE XIII
    
    
    98TRUST PROVISIONS
    
    
    9813.1
    
    Establishment Of The Trust
    
    
    9813.2
    
    Control Of Plan Assets
    
    
    9813.3
    
    Discretionary Trustee
    
    
    9813.4
    
    Nondiscretionary Trustee
    
    
    9813.5
    
    Provisions Relating To Individual Trustees
    
    
    9813.6
    
    Investment Instructions
    
    
    9913.7
    
    Fiduciary Standards
    
    
    9913.8
    
    Powers Of The Trustee
    
    
    9913.9
    
    Appointment Of Additional Trustee And Allocation Of Responsibilities
    
    
    10113.10
    
    Compensation, Administrative Fees And Expenses
    
    
    10213.11
    
    Records
    
    
    10213.12
    
    Limitation On Liability And Indemnification
    
    
    10313.13
    
    Responsibilities Of A Named Custodian
    
    
    10413.14
    
    Investment Alternatives Of The Custodian
    
    
    10513.15
    
    Prohibited Transactions
    
    
    10513.16
    
    Exclusive Benefit Rules
    
    
    10513.17
    
    Assignment And Alienation Of Benefits
    
    
    10513.18
    
    Liquidation Of Assets
    
    
    10513.19
    
    Resignation And Removal Of The Trustee and/or Custodian
    
    
    105ARTICLE XIV
    
    
    107TOP-HEAVY PROVISIONS
    
    
    10714.1
    
    Applicability Of Rules
    
    
    10714.2
    
    Determination Of Top-Heavy Status
    
    
    10714.3
    
    Minimum Contribution
    
    
    10714.4
    
    Minimum Vesting
    
    
    10814.5
    
    Use Of Safe Harbor Contributions To Satisfy Top-Heavy Contribution Rules
    
    
    108ARTICLE XV
    
    
    109AMENDMENT AND TERMINATION
    
    
    10915.1
    
    Amendment By Employer
    
    
    10915.2
    
    Protected Benefits
    
    
    10915.3
    
    Permitted Plan Amendments Affecting Alternative Forms Of Payment
    
    
    109
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15.4
    
    Plan Termination
    
    
    10915.5
    
    [Reserved]
    
    
    10915.6
    
    Termination Of Participation By Participating Employer
    
    
    10915.7
    
    Distribution Restrictions Under A Code Section 401(k) Plan
    
    
    11015.8
    
    Mergers And Consolidations
    
    
    110ARTICLE XVI
    
    
    111GOVERNING LAW
    
    
    11116.1
    
    Governing Law
    
    
    11116.2
    
    State Community Property Laws
    
    
    111
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Sterling Chemicals, Inc. Savings and Investment Plan
 Sponsored By
 Sterling Chemicals, Inc.
  ARTICLE I
DEFINITIONS
 Actual Contribution Percentage (ACP)
          Actual Deferral Percentage (ADP)
      1




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Adoption Agreement
  Allocation Date(s)
  Annual Additions
                Annuity Starting Date
  2




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Applicable Calendar Year
  Applicable Life Expectancy
  Average Contribution Percentage (ACP)
  Average Deferral Percentage (ADP)
  Beneficiary
  Break In Service
      3




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Catch-Up Contributions
   Code
  Compensation
  Code Section 3401(a) Wages 
  1 2
 1 2
 4




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1 2
 Code Sections 6041, 6051 And 6052 Reportable Wages 
  1 2
 1 2 1 2
 Code Section 415 Safe-Harbor Compensation 
 (1)
    
    Wages, salaries, fees for professional services, and other
amounts received (without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of employment with the
Employer maintaining the Plan, to the extent that the amounts are includible in
gross income [or to the extent amounts would have been received and includible
in gross income but for an election under Code Sections 125(a), 132(f)(4),
402(e)(3), 402(h)(1)(B), 402(k), or 457(b)]. These amounts include but are not
limited to commissions paid to salespersons, compensation for services on the
basis of a percentage of profits, commissions on insurance premiums, tips,
bonuses, fringe benefits, and reimbursements or other expense allowances under
a non-accountable plan as described in Regulations Section 1.62-2(c).(2)
    
    In the case of an Employee who is an Employee within the
meaning of Code Section 401(c)(1) and the Regulations thereunder, the
Employees Earned Income [as described in Code Section 401(c)(2) and the
Regulations thereunder], plus amounts deferred at the election of the Employee
that would be includible in gross income but for the rules of Code Sections
402(e)(3), 402(h)(1)(B), 402(k), or 457(b).
 5




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(3)
    
    The amount includible in the gross income of an Employee upon
making the election described in Code Section 83(b).(4)
    
    Amounts that are includible in the gross income of an Employee
under the rules of Code Sections 409A or 457(f)(1)(A) or because the amounts
are constructively received by the Employee.(5)
    
    If the Employer maintains such a plan, post-severance payments
from a nonqualified unfunded deferred compensation plan will be included in
Compensation if the payment is made within 21/2 months after severance from
employment or, if later, the end of the Limitation Year during which the
severance occurred, but only if the payment would have been made at the same
time if the Employee had continued his or her employment and only to the extent
that the payment is includible in the Employees gross income.(6)
    
    Amounts described in Code Sections 104(a)(3), 105(a) or 105(h),
but only to the extent that these amounts are includible in the gross income of
the Employee.(7)
    
    Amounts paid or reimbursed by the Employer for moving expenses
incurred by an Employee, but only to the extent that at the time of the payment
it is reasonable to believe that these amounts are not deductible by the
Employee under Code Section 217.(8)
    
    Payments made within 21/2 months after severance from employment
[within the meaning of Code Section 401(k)(2)(B)(i)(I)] or, if later, the end
of the Limitation Year during which the severance occurred, will be
Compensation within the meaning of Code Section 415(c)(3) if they are payments
that, absent a severance from employment, would have been paid to the Employee
while the Employee continued in employment with the Employer and are regular
compensation for services during the Employees regular working hours,
compensation for services outside the Employees regular working hours (such as
overtime or shift differential), commissions, bonuses, and other similar
compensation. Payments for accrued bona fide sick, vacation or other leave
will also be included, but only if the Employee would have been able to use the
leave if employment had continued. Any payments not described above are not
considered Compensation if paid after severance from employment, even if they
are paid within 21/2 months following severance from employment or within the
appropriate Limitation Year, except for payments to an individual who does not
currently perform services for the Employer by reason of qualified military
service [within the meaning of Code Section 414(u)(1)] to the extent these
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.
 Compensation does not include:
 (9)
    
    The value of a nonstatutory option (which is an option other
than a statutory option as defined in Regulation Section 1.421-1(b)) granted to
an Employee by the Employer, but only to the extent that the value of the
option is includible in the gross income of the Employee for the taxable year
in which granted.(10)
    
    Amounts that exceed the Code Section 401(a)(17) limit.(11)
    
    Amounts realized from the exercise of a non-statutory option
[which is an option other than a statutory option as defined in Regulations
Section 1.421-1(b)], or when restricted stock or other property held by an
Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture.(12)
    
    Amounts realized from the sale, exchange, or other disposition
of stock acquired under a statutory stock option [as defined in Regulations
Section 1.421-1(b)].(13)
    
    Other amounts that receive special tax benefits, such as
premiums for group term life insurance (but only to the extent that the
premiums are not includible in the gross income of the Employee and are not
salary reduction amounts that are described in Code Section 125).(14)
    
    Other items of remuneration that are similar to any of the
items listed in paragraph (10) through (12) of this section.
 6




---



##### 



Exclusions From Compensation
 Annual Additions And Top-Heavy Rules
   Contributions Made On Behalf Of Disabled Participants
 Highly Compensated And Key Employees
 Computation Period
 Limitation On Compensation
  7




---



##### 



USERRA
 Definition of Compensation For Purposes Of Safe Harbor CODA Provisions
 Code Section 125 Arrangements
  Differential Wage Payments Under Code Section 414(u)(12)
 Custodian
  Days of Service
  Defined Benefit Plan
  Defined Contribution Dollar Limitation
  Defined Contribution Plan
  8




---



##### 



Designated Beneficiary
  Direct Rollover
  Disability
  Distribution Calendar Year (Valuation Calendar Year)
  Early Retirement Age
  Early Retirement Date
   Earned Income
   9




---



##### 



Effective Date
    Elapsed Time
           Election Period
  10




---



##### 



Elective Deferrals
  Eligible Participant
  Eligible Retirement Plan
   Eligible Rollover Distribution
          11




---



##### 



Employee
    Employer
   Entry Date
  ERISA
  12




---



##### 



Excess Aggregate Contributions
     Excess Annual Additions
  Excess Contributions
    Excess Elective Deferrals
  Expected Year Of Service
  Fiduciary
  First Distribution Calendar Year
  13




---



##### 



Former Participant
  Hardship
  Highest Average Compensation
  Highly Compensated Employee
     Hour Of Service
      14




---



##### 



Integration Level
  Key Employee
  Leased Employee
   Life Expectancy
  15




---



##### 



Limitation Year
   Matching Contribution
   Maximum Permissible Amount
     Named Investment Fiduciary
  Net Profit
  Normal Retirement Age
  Normal Retirement Date
  Owner-Employee
  16




---



##### 



Participant
  Participants Account Balance
  Participants Benefit
  Period Of Severance
      Permissive Aggregation Group
  Plan
  Plan Administrator
  Plan Sponsor
  Plan Year
  Predecessor Organization
  Present Value
  17




---



##### 



Prior Plan Year
  Qualified Domestic Relations Order (QDRO)
  Qualified Early Retirement Age
     Qualified Joint And Survivor Annuity (QJSA)
  Qualified Matching Contributions (QMACs)
  Qualified Non-Elective Contributions (QNECs)
  Qualified Plan
   Qualified Pre-Retirement Survivor Annuity
  Qualified Voluntary Contribution
  18




---



##### 



Required After-tax Contributions
  Required Aggregation Group
    Required Beginning Date
  1 2
 1 2 1 2
 1 2 1 2 1 2
 1 2
 Rollover Contribution
        Roth Elective Deferrals
  19




---



##### 



Salary Deferral Agreement
  Self-Employed Individual
  Service
       Service Provider
  Severance Date
    Severance Period
  20




---



##### 



Shareholder Employee
  Simplified Employee Pension Plan
  Spouse (Surviving Spouse)
  Reserved
 Taxable Wage Base
  Top-Heavy Determination Date
  Top-Heavy Plan
     Top-Heavy Ratio
      21




---



##### 



Top-Paid Group
   1 2
     Transfer Contribution
  Trust
  Trustee
  Uniformed Services Employment And Reemployment Rights Act Of 1994 (USERRA)
  Valuation Date
  22




---



##### 



Vested Account Balance
  Voluntary After-tax Contribution
  Welfare Benefit Fund
  Year Of Service
        23




---



##### 



24




---



##### 



ARTICLE II
ELIGIBILITY REQUIREMENTS
 Eligibility
         Determination Of Eligibility
  Change In Classification Of Employment
  25




---



##### 



Participation
    Employment Rights
  Service With Controlled Groups
  Leased Employees
       Thrift Plan
  26




---



##### 



Waiver Of Participation
   Omission Of Eligible Employee
  Inclusion Of Ineligible Employee
  Participating Employer
       27




---



##### 



ARTICLE III
EMPLOYER CONTRIBUTIONS
 Contribution Amount
     Excess Integrated Allocation Formula 
     Base Integrated Allocation Formula
 28




---



##### 



Responsibility For Contributions
  Return Of Contributions
    Merger Of Assets From Another Plan
    Coverage Requirements
  29




---



##### 



Eligibility For Contribution
      Cross-Tested Allocation Formula
   Participant Group Allocation Method 
 30




---



##### 



Age Weighted Allocation Method 
  Minimum Allocation Gateway 
 Broadly Available Allocation Rates 
 Gradually Increasing Age Or Service Schedule 
  31




---



##### 



Uniform Dollar Contribution
  Uniform Points Contribution
  403(b) Matching Contribution
  Nonqualified Deferred Compensation Plan Arrangement
 1 2
  32




---



##### 



ARTICLE IV
EMPLOYEE CONTRIBUTIONS
 Voluntary After-tax Contributions
  Required After-tax Contributions
  Qualified Voluntary Contributions
  Rollover Contributions
         33




---



##### 



Voluntary Direct Transfers Between Plans
     34




---



##### 



Elective Deferrals In A 401(k) Plan
            35




---



##### 



Catch-Up Contributions
     Roth Elective Deferrals In A 401(k) Plan
      36




---



##### 



Automatic Enrollment
     37




---



##### 



Make-Up Contributions Under USERRA
  Qualified And Eligible Automatic Contribution Arrangements
 Qualified Automatic Contribution Arrangement (QACA) 
         38




---



##### 



Eligible Automatic Contribution Arrangement (EACA) 
   and is not counted towards the dollar limitation on
Elective Deferrals contained in Code Section 402(g) nor the Actual Deferral Percentage (ADP) test
under Code Section 401(k)(3) .
  QACA And EACA Notice Requirements 
 39




---



##### 



ARTICLE V
PARTICIPANT ACCOUNTS
 Separate Accounts
  (a)
    
    Employer contributions:
 (1)
    
    Non Safe-Harbor Matching Contribution Formula 1 Contributions(2)
    
    Non Safe-Harbor Matching Contribution Formula 2 Contributions(3)
    
    Qualified Matching Contributions(4)
    
    Qualified Non-Elective Contributions(5)
    
    Non-Elective Contributions Formula 1 Contributions(6)
    
    Non-Elective Contributions Formula 2 Contributions(7)
    
    Safe Harbor Matching Contributions(8)
    
    Safe Harbor Non-Elective Contributions(9)
    
    Transfer Contributions
 (b)
    
    Employee contributions:
 (1)
    
    Voluntary After-tax Contributions(2)
    
    Qualified Voluntary Contributions(3)
    
    Elective Deferrals [other than Roth Elective Deferrals](4)
    
    Roth Elective Deferrals(5)
    
    Required After-tax Contributions(6)
    
    Rollover Contributions(7)
    
    Transfer Contributions
 Valuation Date
    Allocations To Participant Accounts
  40




---



##### 



Allocating Employer Contributions
    Allocating Investment Earnings And Losses
    41




---



##### 



Allocation Adjustments
 force majeure
 Participant Statements
  Changes In Method And Timing Of Valuing Participants Accounts
  Roth Elective Deferral Account
  42




---



##### 



ARTICLE VI
RETIREMENT BENEFITS AND DISTRIBUTIONS
 Normal Retirement Benefits
  Early Retirement Benefits
  Benefit Upon Death
  Benefit Upon Disability
  Benefits On Termination Of Employment
     43




---



##### 



44




---



##### 



Restrictions On Immediate Distributions
            45




---



##### 



Normal And Optional Forms Of Payment
           Distribution In Event Of Incapacity
     Commencement Of Benefits
 46




---



##### 



In-Service Withdrawals
        1 2
    47




---



##### 



1 2
    1 2
          48




---



##### 



Hardship Withdrawals
  1 2
            49




---



##### 



Special Rules For Hurricane-Related Hardship Distributions.
     Emergency Economic Stabilization Act (EESA)  Qualified Disaster Recovery Assistance
Distributions/Recontributions Of Withdrawals Taken For Home Purchases
 50




---



##### 



Recontributions of Withdrawals for Home Purchases
  Direct Rollovers
   Definitions
 Eligible Rollover Distribution 
 Eligible Retirement Plan 
 Distributee 
 Direct Rollover 
   51




---



##### 



52




---



##### 



Participants Notice
  Assets Transferred From Money Purchase Pension Plans
  Assets Transferred From A Code Section 401(k) Plan
  Death Benefits Under USERRA-Qualified Active Military Service
        53




---



##### 



Special Code Section 414(u)(12)(B) Rule For Distributions  Deemed Severance From Employment
  54




---



##### 



ARTICLE VII
DISTRIBUTION REQUIREMENTS
 Joint And Survivor Annuity Requirements
  Designation Of Beneficiary
  per stirpes
      Minimum Distribution Requirements
  55




---



##### 



Limits On Distribution Periods
      Required Beginning Date
  Death Of Participant Before Distributions Begin
  1 2
     56




---



##### 



Forms Of Distributions
  Amount Of Required Minimum Distribution For Each Distribution Calendar Year
    Lifetime Required Minimum Distributions Continue Through Year Of Participants Death
  Death On Or After Required Distributions Begin
 Participant Survived By Designated Beneficiary 
    No Designated Beneficiary 
 Death Before Date Required Distributions Begin
 Participant Survived By Designated Beneficiary 
 57




---



##### 



No Designated Beneficiary 
 Death Of Surviving Spouse Before Distributions To Surviving Spouse Are Required To Begin 
 Prior Pre-Retirement Distribution Options
 Elimination Of Pre-Retirement Age 701/2 Distribution Option
 1 2 1 2 1 2 1 2
 Election To Defer  1 2 1 2 1 2 st 1 2 1 2
 Election To Suspend  1 2
 Transitional Rules
         58




---



##### 



Distributions To Minors And Individuals Who Are Legally Incompetent
  Unclaimed Benefits
        59




---



##### 



60




---



##### 



ARTICLE VIII
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
 Applicability Of Provisions
  Payment Of Qualified Joint And Survivor Annuity
   Payment Of Qualified Pre-Retirement Survivor Annuity
   Qualified Election
       61




---



##### 



Notice Requirements For Qualified Joint And Survivor Annuity
             Notice Requirements For Qualified Pre-Retirement Survivor Annuity
       62




---



##### 



Special Safe Harbor Exception For Certain Profit-Sharing Or 401(k) Plans
             Transitional Rule
     63




---



##### 



Automatic Joint And Survivor Annuity And Early Survivor Annuity
        64




---



##### 



Qualified Optional Survivor Annuity
   Annuity Contracts
  Required Content Of Qualified Joint And Survivor Annuity Explanation Under Code Section
417(a)(3)
      65




---



##### 



ARTICLE IX
VESTING
 Employee Contributions
  Employer Contributions
   Computation Period
  Requalification Prior To Five Consecutive One-Year Breaks In Service
  Requalification After Five Consecutive One-Year Breaks In Service
  Calculating Vested Interest
  66




---



##### 



Forfeitures
     Amendment Of Vesting Schedule
        67




---



##### 



Service With Controlled Groups
  Compliance With Uniformed Services Employment And Reemployment Rights Act Of 1994
  68




---



##### 



ARTICLE X
LIMITATIONS ON ALLOCATIONS
 Maximum Annual Additions
       Participation In This Plan Only
  Disposition Of Excess Annual Additions
  Participation In Multiple Defined Contribution Plans
  69




---



##### 



Disposition Of Excess Annual Additions Under Two Plans
       70




---



##### 



ARTICLE XI
NONDISCRIMINATION TESTING
 General Testing Requirements
   ADP Testing Limitations
 Prior Year Testing 
    Current Year Testing 
  Special Rules Relating To Application Of The ADP Test
  71




---



##### 



ACP Testing Limitations
  Prior Year Testing 
    Current Year Testing 
 72




---



##### 



Special Rules Relating To The Application Of The ACP Test
          73




---



##### 



Forfeitures Arising From Failure Of The ADP Test -
 Recharacterization
  1 2
 Calculation And Distribution Of Excess Contributions And Excess Aggregate Contributions
 Reducing The Average For Highly Compensated Employees 
 Corrective Distributions To Highly Compensated Employees 
 Corrective Distributions Attributable To Roth Elective Deferrals 
 74




---



##### 



Distribution Of Excess Elective Deferrals
  th
      75




---



##### 



Distribution Of Excess Contributions
 1 2
  th
    76




---



##### 



Distribution Of Excess Aggregate Contributions
  1 2
 th
      Qualified Non-Elective And/Or Matching Contributions
    77




---



##### 



78




---



##### 



Reserved
 Safe Harbor 401(k) Plan Rules Of Application
     Basic Matching Contribution Formula 
 Enhanced Matching Formula 
 Additional Discretionary Matching Contribution 
 Limitation On Matching Contributions To Highly Compensated Employees 
 79




---



##### 



Safe Harbor 401(k) Plan Definitions
 ACP Test Safe Harbor
 ACP Test Safe Harbor Matching Contributions
 ADP Test Safe Harbor
 ADP Test Safe Harbor Contributions
 Compensation
 Eligible Employee
 Matching Contributions
 Required Restrictions On Safe Harbor 401(k) Contributions
     1 2
    80




---



##### 



ADP Test Safe Harbor
   1 2
 ACP Test Safe Harbor
    81




---



##### 



1 2
  Safe Harbor 401(k) Status
             82




---



##### 



Safe Harbor 401(k) Notice Requirement
              Satisfying Safe Harbor 401(k) Contribution Requirements Under Another Defined
Contribution Plan
 General Requirements -
 83




---



##### 



Same Plan Year Requirement 
 Aggregation And Disaggregation Rules
 Nondiscrimination Tests In An Eligible Automatic Contribution Arrangement
  84




---



##### 



ARTICLE XII
ADMINISTRATION
 Plan Administrator
               Persons Serving As Plan Administrator
  85




---



##### 



Action By Employer
  Responsibilities Of The Parties
     Promulgating Notices And Procedures
         86




---



##### 



Appointment Of Investment Manager
  Participant Investment Direction
    87




---



##### 



Diversification Requirements For Employer Stock
 Employee Contributions Invested In Employer Securities
 Employer Contributions Invested In Employer Stock 
 88




---



##### 



Applicable Individual 
   Investment Options 
   Exception For Certain Plans 
    Certain Plans Treated As Holding Publicly Traded Employer Securities 
  Transition Rule For Employer Stock Attributable To Employer Contributions 
   Employer Stock 
 89




---



##### 



Application Of ERISA Section 404(c)
               90




---



##### 



Participant Loans
     91




---



##### 



Special Rules For The Application Of The Provisions Of The Katrina Emergency Tax
Relief Act Of 2005 (KETRA) And The Gulf Opportunity Zone Act Of 2005 (GOZA)
 92




---



##### 



Special EESA Plan Loan Rules
    Insurance Policies
  93




---



##### 



94




---



##### 



Determination Of Qualified Domestic Relations Order (QDRO Or Order)
               95




---



##### 



Receipt And Release For Payments
  Resignation And Removal
  Claims And Claims Review Procedure
  Written Claim 
 Denial Of Claim 
 Request for Appeal 
 Review of Appeal 
 96




---



##### 



Alternative Time for an Appeal to be Decided 
 Bonding
  97




---



##### 



ARTICLE XIII
TRUST PROVISIONS
 Establishment Of The Trust
    Control Of Plan Assets
  Discretionary Trustee
  Nondiscretionary Trustee
  Provisions Relating To Individual Trustees
   98




---



##### 



Investment Instructions
      Fiduciary Standards
      Powers Of The Trustee
     99




---



##### 



100




---



##### 



Appointment Of Additional Trustee And Allocation Of Responsibilities
  101




---



##### 



Compensation, Administrative Fees And Expenses
         Records
  102




---



##### 



Limitation On Liability And Indemnification
           103




---



##### 



Responsibilities Of A Named Custodian
       104




---



##### 



Investment Alternatives Of The Custodian
    Prohibited Transactions
  Exclusive Benefit Rules
  Assignment And Alienation Of Benefits
   Liquidation Of Assets
  Resignation And Removal Of The Trustee and/or Custodian
  105




---



##### 



106




---



##### 



ARTICLE XIV
TOP-HEAVY PROVISIONS
 Applicability Of Rules
  Determination Of Top-Heavy Status
  Distributions During The Plan Year Ending On The Top-Heavy Determination Date 
 Employees Not Performing Services During The Plan Year Ending On The Top-Heavy
Determination Date 
 Top-Heavy Ratio 
 Permissive Aggregation Group 
 Required Aggregation Group 
 Determination Date 
 Valuation Date 
 Present Value 
 Minimum Contribution
   107




---



##### 



Minimum Vesting
  Use Of Safe Harbor Contributions To Satisfy Top-Heavy Contribution Rules
  108




---



##### 



ARTICLE XV
AMENDMENT AND TERMINATION
 Amendment By Employer
  Protected Benefits
  Permitted Plan Amendments Affecting Alternative Forms Of Payment
   Plan Termination
  Reserved
 Termination Of Participation By Participating Employer
  109




---



##### 



Distribution Restrictions Under A Code Section 401(k) Plan
   1 2
   1 2
  Mergers And Consolidations
   110




---



##### 



ARTICLE XVI
GOVERNING LAW
 Governing Law
   State Community Property Laws
  111




---



##### 



Unclaimed Benefit Procedures
   Returned Checks:
 1.
    
    If a check is returned as undeliverable, Diversified will perform an address search using
ACCURINT.
 2.
    
    If a new address is found, Diversified will issue a duplicate check to the participant at
the new address.
 Diversified will notify the Plan Administrator of the new address to update their records.
 3.
    
    If a new address is not found, Diversified will notify the Plan Administrator and ask for
a more current address. If a new address is not available, the amount of the distribution (net
of taxes withheld, if any) will be re-deposited back into the participants account as of a
current date in the most conservative investment fund option available under the Plan. If the
check is for a nondiscrimination testing refund, excess deferral refund, 415 excess
contribution refund, or a required minimum distribution the amount will be escheated to the
appropriate state.
 4.
    
    The re-deposited amount will be treated as after tax monies so it will not be subject
to tax withholding in a subsequent distribution. However, earnings on the amount that is
re-deposited would be subject to tax withholding when distributed.
 Un-cashed Checks:
 1.
    
    If a check is un-cashed for 4 months, Diversified will send a follow-up letter to the
participant at the address in Diversifieds records.
 2.
    
    If the letter is returned, Diversified will do an address search using ACCURINT.
 3.
    
    If a new address is found, Diversified will send a follow-up letter to the participant
at the new address reminding them that they have an un-cashed check.
 4.
    
    If a new address is not found or the check is still outstanding after 5 months, the
Returned Check procedures starting with Step 3 will be followed.
 November 2005
 112




---



##### 



Sterling Chemicals, Inc. Savings and Investment Plan
ADOPTION AGREEMENT
CASH OR DEFERRED PROFIT-SHARING PLAN  Individually Designed
  I.
    
    EMPLOYER INFORMATIONIf more than one Employer is adopting the Plan, complete this section based on the lead Employer.
Additional Employers who are members of the same controlled group or affiliated service group may
adopt this Plan by completing and executing a Participation Agreement that, once executed, will
become part of this Adoption Agreement.A.
    
    Name And Address:Sterling Chemicals, Inc.333 Clay Street, #3600Houston, TX 77002
 B.
    
    Telephone Number:
    
    (713) 654-9597C.
    
    Employers Tax ID Number:
    
    76-0502785D.
    
    Form Of Business:
 o       1.       Sole Proprietor
    
    o       5.       Limited Liability Companyo       2.       Partnership
    
    o       6.       Limited Liability Partnershipþ       3.       Corporation
    
    o       7.o       4.       S Corporation
 E.
    
    Is The Employer Part Of A Controlled Group?
    
    o YES            þ NOPart Of An Affiliated Service Group?
    
    o YES            þ NOF.
    
    Name Of Plan: Sterling Chemicals, Inc. Savings and Investment Plan
 G.
    
    Three Digit Plan Number:
    
    003H.
    
    Employers Tax Year End:
    
    December 31I.
    
    Employers Business Code:
    
    325100
 II.
    
    EFFECTIVE DATEA.
    
    New Plans:This is a new Plan having an
Effective Date of . The Effective Date may be no
earlier than the Plan Year beginning after December 31, 2001 or if later, the first day of
the Plan Year in which it is adopted.B.
    
    Amended and Restated Plans:This is an amendment and/or restatement of an existing Plan. The initial Effective Date of
the Plan was August 1, 1986. The Effective Date of this amendment and/or
restatement is June 1, 2010. The Effective Date of the restated Plan may be no
earlier than for Plan Years beginning after December 31, 2001.
 1




---



##### 



C.
    
    Amended or Restated Plans for EGTRRA:This is an amendment and/or restatement of an existing Plan to comply with the Economic
Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-17 (EGTRRA). The initial
Effective Date of the Plan was . Except as provided for in the Plan, the
Effective Date of this amendment and/or restatement is . (The restatement date
should be no earlier than the first day of the current Plan Year. The Plan contains
appropriate retroactive Effective Dates with respect to provisions of EGTRRA.)Except to the extent permitted under Code Section 411(d)(6) and the Regulations issued
thereunder, an Employer cannot reduce, eliminate or make subject to Employer discretion any
Code Section 411(d)(6) protected benefit. Where this Plan document is being adopted to
amend another plan that contains a protected benefit not provided for in the Basic Plan
Document, the Employer may complete Schedule A as an addendum to this Adoption Agreement.
Schedule A describes such protected benefits and shall become part of this Plan. If a prior
plan document contains a plan feature not provided for in the Basic Plan Document, the
Employer may attach Schedule B describing such feature.D.
    
    Effective Date for Elective Deferrals:If different from above, the Elective Deferral provisions shall be effective .E.
    
    Effective Date for Safe Harbor 401(k) Contributions:If different from above, this provision shall be effective . This provision must
be adopted prior to the first day of the Plan Year and remain in effect for an entire twelve
(12) month period.F.
    
    Effective Date for Roth Elective Deferrals:If different from above, Roth Elective Deferral provisions shall be effective .
The Effective Date of this provision cannot be earlier than January 1, 2006.G.
    
    Frozen Plan:This Plan was frozen effective . For any period following this Effective Date,
neither the Employer nor any Participant may contribute to this Plan, and no otherwise
eligible Employee shall become a Participant in this Plan. All existing account balances
will become fully vested as of the date specified above.III.
    
    DEFINITIONSA.
    
    CompensationSelect the definition of Compensation, the Compensation Computation Period, any Compensation
Dollar Limitation and Exclusions from Compensation for each contribution type from the
options listed below. Enter the letter of the option selected on the lines provided below.
Leave the line blank if no election needs to be made. The Compensation Computation Period
must be the same as the Limitation Year defined at Section III(F).
 Compensation
    
    CompensationCompensation
    
    Computation
    
    Dollar
    
    
    ExclusionsContribution Type
    
    Definition
    
    Period
    
    Limitation
    
    
    From CompensationAll Contributions
    
    
    
    
    
    $Elective Deferrals
(including Roth
Elective Deferrals, if
applicable)
    
    d
    
    a
    
    $
    
    
    
    j(i)Voluntary After-tax
    
    d
    
    a
    
    $
    
    
    
    j(i)Required After-tax
    
    
    
    
    
    $Matching Contribution
(Formula 1)
    
    
    
    
    
    $Matching Contribution
(Formula 2)
    
    
    
    
    
    $Non-Elective
Contribution (Formula
1)
    
    
    
    
    
    $
 2




---



##### 



Compensation
    
    CompensationCompensation
    
    Computation
    
    Dollar
    
    
    ExclusionsContribution Type
    
    Definition
    
    Period
    
    Limitation
    
    
    From CompensationNon-Elective
Contribution (Formula 2)
    
    
    
    
    
    $Safe Harbor Contribution
    
    d
    
    a
    
    
    N/A
    
    
    j(ii)QNEC
    
    
    
    
    
    $QMAC
    
    
    
    
    
    $ADP/ACP Tests
    
    d
    
    a
    
    
    N/A
    
    
    N/A
 1.
    
    Compensation Definition:a.
    
    Code Section 3401(a)  W-2 Compensation subject to income tax
withholding at the source, with all pre-tax contributions excluded.b.
    
    Code Section 3401(a)  W-2 Compensation subject to income tax
withholding at the source, with all pre-tax contributions included [Plan
defaults to this election].c.
    
    Code Section 6041/6051  Income reportable on Form W-2, with
all pre-tax contributions excluded.d.
    
    Code Section 6041/6051  Income reportable on Form W-2, with
all pre-tax contributions included.e.
    
    Code Section 415  All income received for services performed
for the Employer, with all pre-tax contributions excluded.f.
    
    Code Section 415  All income received for services performed
for the Employer, with all pre-tax contributions included.The selection of any of the above definitions of Compensation meets the Code Section
414(s) definition of Compensation. The Code Section 415 definition shall always
apply with respect to sole proprietors and partners.
 þ
    
    2.
    
    
    
    Deemed Compensation from permitted waiver of group health coverage under a
Cafeteria Plan Arrangement: The Employer elects to include deemed Code Section 125
Compensation not available to a Participant in cash in lieu of group health coverage in
the Plans definition of Compensation.
 3.
    
    Compensation Computation Period:a.
    
    Compensation paid during a Plan Year while a Participant [Plan
defaults to this election].b.
    
    Compensation paid during the entire Plan Year.c.
    
    Compensation paid during the Employers fiscal year.d.
    
    Compensation paid during the calendar year.4.
    
    Compensation Dollar Limitation:The dollar limitation section does not need to
be completed unless Compensation of less than the Code Section 401(a)(17) limit of
$200,000 is to be used. When an integrated allocation formula in Section VI is
selected, Compensation cannot be limited to an amount less than the maximum amount
under Code Section 401(a)(17).5.
    
    Exclusions from Compensation (non-integrated plans only):a.
    
    There will be no exclusions from Compensation under the Plan
[Plan defaults to this safe harbor election].b.
    
    Overtimec.
    
    Bonusesd.
    
    Commissionse.
    
    Exclusion applies only to Participants who are Highly
Compensated Employees [safe harbor].f.
    
    Holiday and vacation pay
 3




---



##### 



g.
    
    Reimbursements or other expense allowances, fringe benefits
(cash and non-cash), moving expenses, deferred compensation, and welfare
benefits [safe harbor].h.
    
    Post-severance payments, as described in paragraph 1.15(c)(8)
of the Basic Plan Document. (This exclusion may apply no earlier than the 2005
Limitation Year.)i.
    
    Compensation in excess of $ for Highly Compensated Employees
[safe harbor].j.
    
    Other: (i) all Compensation is excluded except base pay, shift differential and overtime(ii) all Compensation is excluded except base pay.Any exclusion of Compensation except (a), (e), (g), (h) and (i) must satisfy the
requirements of Section 1.401(a)(4) of the Income Tax Regulations and Code Section
414(s) and the Regulations thereunder. These exclusions do not fall under the safe
harbor modifications to Compensation and therefore must be tested to determine if
the modified definition of Compensation satisfies Code Section 414(s).
 B.
    
    Disabilityþ
    
    1.
    
    As defined in the Basic Plan Document [Plan defaults to this election].o
    
    2.
    
    As defined in the Employers Disability Insurance Plan.o
    
    3.
    
    An individual will be considered to be disabled if he or she is unable to
engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or to be of
long, continued and indefinite duration. An individual shall not be considered to be
disabled unless he or she furnishes proof of the existence thereof in such form and
manner as the Secretary of the Treasury may prescribe.C.
    
    Highly Compensated Employees  Top-Paid Group Election1.
    
    Top-Paid Group Election: In determining who is a Highly Compensated Employee,
the Employer may make the Top-Paid Group election. The effect of this election is that
an Employee (who is not a 5% owner at any time during the determination year or the
look-back year) who earned more than $95,000, as indexed for the look-back year, is a
Highly Compensated Employee if the Employee was in the Top-Paid Group for the look-back
year. This election is applicable for the Plan Year in which this Plan is effective.
 o
    
    a.
    
    The Employer does not make the Top-Paid Group election.þ
    
    b.
    
    The Employer makes the Top-Paid Group election [Plan defaults to this election].
 o
    
    2.
    
    Calendar Year Data Election: If the Plan Year is not the calendar year, the
prior year computation period for purposes of determining if an Employee earned more
than $95,000, as indexed, is the calendar year beginning in the prior Plan Year. This
election is applicable for the Plan Year in which this Plan is effective.D.
    
    Hour of ServiceHours shall be determined by the method selected below. The method selected shall be applied
to all Employees:o
    
    1.
    
    Not applicable. A Year of Service (Period of Service) is defined using the
Elapsed Time method.o
    
    2.
    
    On the basis of actual hours for which an Employee is paid or entitled to
payment [Plan defaults to this election].o
    
    3.
    
    On the basis of days worked. An Employee shall be credited with ten (10) Hours
of Service if the Employee would be credited with at least one (1) Hour of Service
during the day.o
    
    4.
    
    On the basis of weeks worked. An Employee shall be credited with forty-five
(45) Hours of Service if the Employee would be credited with at least one (1) Hour of
Service during the week.
 4




---



##### 



þ
    
    5.
    
    On the basis of semi-monthly payroll periods. An Employee shall be credited
with ninety-five (95) Hours of Service if the Employee would be credited with at least
one (1) Hour of Service during the semi-monthly payroll period (applicable for
Employees compensated semi-monthly).þ
    
    6.
    
    On the basis of months worked. An Employee shall be credited with
one-hundred-ninety (190) Hours of Service if the Employee would be credited with at
least one (1) Hour of Service during the month (applicable for Employees compensated
bi-weekly).E.
    
    Integration Levelþ
    
    1.
    
    Not applicable. Either the Plans allocation formula is not integrated with
Social Security or there are no Non-Elective Employer Contributions being made to the
Plan [Plan defaults to this election].o
    
    2.
    
    The Taxable Wage Base.o
    
    3.
    
    % (not more than 100%) of the Taxable Wage Base.o
    
    4.
    
    $, provided that such amount is not in excess of the amount determined under
paragraph (E)(2) above.o
    
    5.
    
    One dollar over 80% of the Taxable Wage Base.o
    
    6.
    
    20% of the Taxable Wage Base.F.
    
    Limitation YearUnless elected otherwise below, the Limitation Year shall be the Plan Year.The twelve (12) consecutive month period commencing on January 1 and ending on
December 31.If applicable, there will be a short Limitation Year commencing on
 and ending
on . Thereafter, the Limitation Year shall end on the date specified above.G.
    
    Net Profitþ
    
    1.
    
    Not applicable. Employer contributions to the Plan are not conditioned on
profits [Plan defaults to this election].o
    
    2.
    
    Net Profits are required for making Employer contributions and are defined as
follows:
 o
    
    a.
    
    As defined in the Basic Plan Document.o
    
    b.
    
    Net Profits will be defined in a uniform and nondiscriminatory
manner which will not result in a deprivation of an eligible Participant of any
Employer contribution.
 c.
    
    Net Profits are required for the following types of
contributions:o
    
    i.
    
    Employer Matching Contributions (Formula 1).o
    
    ii.
    
    Employer Matching Contributions (Formula 2).o
    
    iii.
    
    Employer QNEC and QMAC Contributions.o
    
    iv.
    
    Non-Elective Employer Contributions (Formula 1).o
    
    v.
    
    Non-Elective Employer Contributions (Formula 2).Elective Deferrals, Top-Heavy minimums (if required), and Safe Harbor Contributions
(if applicable) must be contributed regardless of profits.
 5




---



##### 



H.
    
    Plan YearThe twelve (12) consecutive month period commencing on January 1 and ending on
December 31.If applicable, there will be a short Plan Year commencing on  and ending on
. Thereafter, the Plan Year shall end on the date specified above.I.
    
    QDRO Payment Dateþ
    
    1.
    
    The date the QDRO is determined to be qualified [Plan defaults to this election].o
    
    2.
    
    The statutory age fifty (50) requirement applies for purposes of making
distribution to an alternate payee under the provisions of a QDRO.J.
    
    Qualified Joint and Survivor Annuityþ
    
    1.
    
    Not applicable. The Plan is not subject to Qualified Joint and Survivor
Annuity rules. The safe harbor provisions of paragraph 8.7 of the Basic Plan Document
apply. The normal form of payment is a lump sum. No annuities are offered under the
Plan [Plan defaults to this election].o
    
    2.
    
    The normal form of payment is a lump sum. The Plan does provide for annuities
as an optional form of payment at Section XVI(D) of the Adoption Agreement. The Plans
Joint and Survivor Annuity rules are avoided and the safe harbor provisions of
paragraph 8.7 of the Basic Plan Document will apply, unless the Participant elects to
receive his or her distribution in the form of an annuity. If this option is selected,
Section III(K) below must also be completed.o
    
    3.
    
    The Joint and Survivor Annuity rules are applicable and the survivor annuity
will be % (50%, 66-2/3%, 75% or 100%) of the annuity payable during the
lives of the Participant and his or her Spouse. If no selection is specified, 50%
shall be deemed elected.K.
    
    Qualified Pre-Retirement Survivor AnnuityDo not complete this section if paragraph (J)(1) was elected.o
    
    1.
    
    The Qualified Pre-Retirement Survivor Annuity shall be 100% of the
Participants Vested Account Balance in the Plan as of the date of the Participants
death.o
    
    2.
    
    The Qualified Pre-Retirement Survivor Annuity shall be 50% of the Participants
Vested Account Balance in the Plan as of the date of the Participants death.If this provision applies but no selection is made, the Qualified Pre-Retirement Survivor
Annuity shall be 50%.L.
    
    Valuation of Plan AssetsThe assets of the Plan shall be valued on the last day of the Plan Year and on the following
Valuation Date(s):o
    
    1.
    
    There are no other mandatory Valuation Dates.þ
    
    2.
    
    The Valuation Dates are applicable for the contribution type specified below:
 Contribution Type
    
    Valuation DateAll Contributions
    
    aElective Deferrals (including 
Roth Elective Deferrals, if applicable)Voluntary After-tax ContributionsRequired After-tax ContributionsMatching Contributions (Formula 1)Matching Contributions (Formula 2)Non-Elective Contributions (Formula 1)Non-Elective Contributions (Formula 2)Safe Harbor ContributionsQNECQMAC
 6




---



##### 



a.
    
    Daily valued.b.
    
    The last day of each month.c.
    
    The last day of each quarter in the Plan Year.d.
    
    The last day of each semi-annual period in the Plan Year.e.
    
    Other: .(Note: Date must be at least once during the Plan Year.)
 IV.
    
    ELIGIBILITY REQUIREMENTSComplete the following using the eligibility requirements as specified for each contribution type.
To become a Participant in the Plan, the Employee must satisfy the following eligibility
requirements.
 Minimum
    
    Service
    
    Class
    
    EligibilityContribution Type
    
    Age
    
    Requirement
    
    Exclusions
    
    Computation Period
    
    Entry DateAll Contributions
    
    
    1
    
    
    
    1
    
    
    
    1,2,6,9,10
    
    
    
    1
    
    
    
    1Elective Deferrals (including 
Roth Elective Deferrals, if 
applicable)Voluntary After-tax 
ContributionsRequired After-tax 
ContributionsMatching Contributions
(Formula 1)Matching Contributions
(Formula 2)Non-Elective Contributions
(Formula 1)Non-Elective Contributions
(Formula 2)Safe Harbor Contributions*QNECsQMACs
 
 *
    
    If any age or Service requirement selected is more restrictive than that which is imposed on any
Employee contribution, that group of Employees will be subject to the ADP and/or ACP testing as
prescribed under applicable IRS Regulations. A.
    
    Age:1.
    
    No age requirement.2.
    
    Insert the applicable age in the chart above. The age may not be more than
twenty-one (21).B.
    
    Service:The maximum Service requirement for Elective Deferrals is one (1) year. For all other
contributions, the maximum is two (2) years. If a Service requirement greater than one (1)
year is selected, Participants must be 100% vested in that contribution.1.
    
    No Service requirement.2.
    
    Completion of  Days of Service. [No more than 730 Days of Service
may be required; if more than 365 days are entered here, Participants must be 100%
vested upon entering the Plan.]3.
    
    Completion of  months of Service. [No more than twenty-four (24)
months of Service may be required; if more than twelve (12) months are entered here,
Participants must be 100% vested upon entering the Plan.]4.
    
    Completion of  months of Service. [No more than twenty-four (24)
months of Service may be required; if more than twelve (12) months are entered here,
Participants must be 100% vested upon entering the Plan.]5.
    
    One (1) Year of Service or Period of Service.
 7




---



##### 



6.
    
    Two (2) Years of Service or Periods of Service.7.
    
    One (1) Expected Year of Service. An Employee whose position is required as a
condition of employment to work a Year of Service may enter after six (6) months of
actual Service.8.
    
    One (1) Expected Year of Service. An Employee whose position is required as a
condition of employment to work a Year of Service may enter after  months
of actual Service [must be twelve (12) months or less].9.
    
    One (1) Expected Year of Service. An Employee whose position is required as a
condition of employment to work a Year of Service may enter after  months
of actual Service [must be twelve (12) months or less].10.
    
    Completion of  Hours of Service (1,000 hours or less) within the
 month(s) time period [the monthly period must be a pro-ration of twelve
(12) months or less] following an Employees commencement of employment. An Employee
who is otherwise eligible who meets the statutory one (1) Year of Service requirement
and any age requirement if applicable, shall participate in the Plan not later than the
earlier of the first day of the first Plan Year after the Employee has met the
statutory requirements or six (6) months after the day such requirements are met.11.
    
    Completion of  Hours of Service (may not be more than 1,000
hours).C.
    
    Method for Measuring Service Eligibility Period (do not enter this method in the table above):A Year of Service for eligibility purposes is defined as follows (choose one):þ
    
    1.
    
    Not applicable.o
    
    2.
    
    Hours of Service method. A Year of Service will be credited upon completion of
 Hours of Service. A Year of Service for eligibility purposes may not be
less than one (1) Hour of Service nor greater than 1,000 hours by operation of law. If
left blank, the Plan will use 1,000 hours.o
    
    3.
    
    Elapsed Time method.D.
    
    Employee Class Exclusions:The exclusion of any classification may cause the Plan to fail the ratio percentage test
under Code Section 410(b)(1)(A) or (B) which may require the Plan to be tested under the
average benefits test of Code Section 410(b)(1)(C).1.
    
    Employees included in a unit of Employees covered by a collective bargaining
agreement between the Employer and Employee Representatives, if benefits were the
subject of good faith bargaining and if two percent or less of the Employees covered
pursuant to the agreement are professionals as defined in Regulations Section
1.410(b)-9, unless participation in this Plan is specifically provided for in the
collective bargaining agreement. For this purpose, the term employee representative
does not include any organization more than half of whose members are owners, officers,
or executives of the Employer.2.
    
    Employees who are non-resident aliens [within the meaning of Code Section
7701(b)(1)(B)] who receive no Earned Income [within the meaning of Code Section
911(d)(2)] from the Employer which constitutes income from sources within the United
States [within the meaning of Code Section 861(a)(3)].3.
    
    Employees compensated on an hourly basis.4.
    
    Employees compensated on a salaried basis.5.
    
    Employees compensated on a commission basis.6.
    
    Leased Employees.7.
    
    Key Employees.8.
    
    Highly Compensated Employees.
 8




---



##### 



9.
    
    Employees of any member of the controlled and/or affiliated service group
Employer whose Employer does not affirmatively adopt this Plan.10.
    
    The Plan shall exclude from participation any nondiscriminatory classification
of Employees determined as follows (any exclusion must pass coverage and
nondiscrimination testing): Employees regularly scheduled to work outside of the
United States; reclassified Employees.E.
    
    Eligibility Computation Period:The initial eligibility computation period shall commence on the date on which an Employee
first performs an Hour of Service and end with the first anniversary thereof. Each
subsequent computation period shall commence on:1.
    
    Not applicable. The Plan has a Service requirement of less than one (1) year
or uses the Elapsed Time method to determine eligibility.2.
    
    The anniversary of the Employees employment commencement date and each
subsequent twelve (12) consecutive month period thereafter.3.
    
    The first day of the Plan Year which commences prior to the first anniversary
date of the Employees employment commencement date and each subsequent Plan Year
thereafter.F.
    
    Entry Date:1.
    
    The Employees date of hire.2.
    
    The first day of the month coinciding with or next following the date on which
an Employee meets the eligibility requirements.3.
    
    The first day of the payroll period coinciding with or next following the date
on which an Employee meets the eligibility requirements, or as soon as administratively
feasible thereafter.4.
    
    When the Days of Service method is selected at Section IV(B)(2), the Entry Date
shall be the day the Employee meets the eligibility requirements, or as soon as
administratively feasible thereafter.5.
    
    The earlier of the first day of the Plan Year, or the first day of the fourth,
seventh or tenth month of the Plan Year coinciding with or next following the date on
which an Employee meets the eligibility requirements.6.
    
    The earlier of the first day of the Plan Year or the first day of the seventh
month of the Plan Year coinciding with or next following the date on which an Employee
meets the eligibility requirements.7.
    
    The first day of the Plan Year following the date on which the Employee meets
the eligibility requirements. If this election is made, the Service waiting period
cannot be greater than one-half year and the minimum age requirement may not be greater
than age twenty and one-half (201/2).8.
    
    The first day of the Plan Year nearest the date on which an Employee meets the
eligibility requirements. This option can only be selected for Employer related
contributions.9.
    
    The first day of the Plan Year during which the Employee meets the eligibility
requirements. This option can only be selected for Employer related contributions.10.
    
    Other: . This option may not require an entry date more than two
(2) months following the date on which an Employee meets the eligibility requirements.G.
    
    Employees on Effective Date:If option (1) is selected, options (2) and (3) should not be selected. Options (2) and (3)
can be selected or just option (2) or (3).þ
    
    1.
    
    All Employees will be required to satisfy both the age and Service requirements
specified above.o
    
    2.
    
    Employees employed on the Plans Effective Date do not have to satisfy the age
requirement specified above.
 9




---



##### 



o

    3.
    
    Employees employed on the Plans Effective Date do not have to satisfy the
Service requirement specified above.o
    
    H.

    Special Waiver of Eligibility Requirements:The age and/or Service eligibility requirements specified above shall be waived for the
eligible Employees specified below who are employed on the specified date for the
contribution type(s) specified. This waiver applies to either the age or Service
requirement or both as elected below.
 Waiver of Age
    
    Waiver of ServiceWaiver Date
    
    Requirement
    
    Requirement
    
    Contribution TypeAll ContributionsElective Deferrals (including Roth
Elective Deferrals, if applicable)Matching Contribution (Formula 1)Matching Contribution (Formula 2)Non-Elective Contribution (Formula 1)Non-Elective Contribution (Formula 2)Safe Harbor ContributionQNECQMAC
 The waiver above applies to:o
    
    1.
    
    All eligible Employees employed on the specified date.o
    
    2.
    
    The indicated class of Employees employed on the specified date.Note: Any selection here may cause the Plan to be discriminatory in operation and therefore
would have to be tested for nondiscrimination.
 V.
    
    RETIREMENT AGESA.
    
    Normal Retirement:Select option (1) or (2) and either (3)(a) or (3)(b).
 o
    
    1.
    
    Normal Retirement Age shall be age  [not to exceed sixty-five (65)
and generally not to be lower than age fifty-five (55)].þ
    
    2.
    
    Normal Retirement Age shall be the later of attaining age 65 [not to
exceed age sixty-five (65)] or the 5th (not to exceed the fifth) anniversary of
the first day of the first Plan Year in which the Participant commenced participation
in the Plan.
 3.
    
    The Normal Retirement Date shall be:o
    
    a.
    
    as of the date the Participant attains Normal Retirement Age
[Plan defaults to this election].o
    
    b.
    
    the first day of the month next following the Participants
attainment of Normal Retirement Age.
 B.
    
    Early Retirement:þ
    
    1.
    
    Not applicable.o
    
    2.
    
    The Plan shall have an Early Retirement Age of  [not less than age
fifty-five (55)] and completion of  Years of Service.3.
    
    The Early Retirement Date shall be:
 o
    
    a.
    
    as of the date the Participant attains Early Retirement Age
[Plan defaults to this election].
 10




---



##### 



o
    
    b.
    
    the first day of the month next following the Participants
attainment of Early Retirement Age.
 VI.
    
    CONTRIBUTIONS TO THE PLANThe Employer shall make contributions to the Plan in accordance with the formula or formulas
selected below. The Employers contribution shall be subject to the limitations contained in
Articles III and X of the Basic Plan Document. For this purpose, a contribution for a Plan Year
shall be limited by Compensation earned in the Limitation Year that ends with or within such Plan
Year. For Limitation Years beginning on or after January 1, 2002, except to the extent permitted
under paragraph 4.6 of the Basic Plan Document and under Code Section 414(v), the Annual Addition
that may be contributed or allocated to a Participants account under the Plan for any Limitation
Year beginning after December 31, 2001 shall not exceed the lesser of (a) $40,000, as adjusted for
increases in the cost-of-living under Code Section 415(d), or (b) 100% of the Participants
Compensation within the meaning of Code Section 415(c)(3), for the Limitation Year.þ
    
    A.
    
    Elective Deferrals:
 1.
    
    Participants shall be permitted to make Elective Deferrals:o
    
    a.
    
    in any amount up to % (may be no more than 100%)
of Compensation.þ
    
    b.
    
    in any amount from a minimum of 1% (may be no less than
1%) to a maximum of 100% (may be no more than 100%) of their
Compensation not to exceed $ [may be no more than the Code Section 402(g) limit
and Code Section 414(v) limit, if applicable].o
    
    c.
    
    in a flat dollar amount from a minimum of $  (may be no
less than $500) to a maximum of $, [may be no more than the Code Section
402(g) limit and Code Section 414(v) limit, if applicable] not to exceed %
(no more than 100%) of their Compensation.o
    
    d.
    
    in any amount up to the maximum percentage of Compensation and
dollar amount permissible under Code Section 402(g) and 414(v) not to exceed
the limits of Code Sections 401(k), 404 and 415.o
    
    e.
    
    Highly Compensated Employees may defer any amount up to  %
(may be no more than 100%) of Compensation or $ [may be no more than the
Code Section 402(g) limit and Code Section 414(v) limit, if applicable].þ
    
    f.
    
    Catch-up Contributions may be made by eligible Participants.2.
    
    Participants shall be permitted to terminate their Elective Deferrals
(including Roth Elective Deferrals, if any) at any time upon proper and timely notice
to the Employer. Modifications and reinstatement of Participants Elective Deferrals
will become effective as soon as administratively feasible on a prospective basis as
provided for below:
 Modifications
    
    Reinstatement
    
    Methodþ
    
    þ
    
    On a daily basis.o
    
    o
    
    On the first day of each quarter.o
    
    o
    
    On the first day of the next month.o
    
    o
    
    The beginning of the next payroll period.o
    
    o
    
    On the first day of the next semi-annual period.o
    
    o
    
    Upon  days notice to the Plan Administrator.
 o
    
    B.
    
    Roth Elective Deferrals:If Participants are permitted to make Elective Deferrals, they shall also be permitted to
make Roth Elective Deferrals. Roth Elective Deferrals may be treated as Catch-Up
Contributions.C.
    
    Bonus Option:
 þ
    
    1.
    
    Not applicable. The Plans definition of Compensation excludes bonuses from
deferrable Compensation for both Elective Deferrals and Roth Elective Deferrals.
 11




---



##### 



o
    
    2.
    
    Not applicable. Participants are not permitted to make a separate deferral
election and the Participants deferral amount elected on their Salary Deferral
Agreement will also apply to any bonus received by the Participant for any Plan Year.o
    
    3.
    
    The Employer permits a Participant to amend his or her deferral election to
defer to the Plan an amount not to exceed % (may be no more than 100%) or
$ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable] of any bonus received by the Participant for any Plan Year.
 þ
    
    D.
    
    Automatic Enrollment:The Employer elects the automatic enrollment provisions for Elective Deferrals as follows.
Automatic enrollment in Roth Elective Deferrals is not permitted under the Plan. The
automatic enrollment provisions apply to all eligible Employees. Employees and Participants
shall have the right to amend the stated automatic Elective Deferral percentage or receive
cash in lieu of deferral into the Plan.
 o
    
    1.
    
    Eligible Automatic Contribution Arrangements and Qualified Automatic
Contribution Arrangements (choose either (a)or (b) and complete the
information in that section):
 o
    
    a.
    
    The Plan will be an Eligible Automatic Contribution Arrangement
(EACA) [under Code Section 414(w)(3), effective beginning <insert
first day of Plan Year EACA was originally effective (not prior to 2008)>]:i. The EACA applies to(check all that apply):o New Employees who have not met the eligibility requirement as of the date the
EACA is effective.o Current Employees who are eligible to participate but are not deferring as of
the date the EACA is effective.o Current Participants who are deferring at a percentage less than the automatic
percentage selected in (ii) herein as of the date the EACA is effective.ii. Default Elective Deferral Percentage: The default percentage of Compensation
to be contributed, unless the Participant elects otherwise, will be:% (must be a uniform percentage within the meaning of Code
Section 414(w)(3)(B)).
 o
    
    
    
    iii. Optional Increase in Deferral Percentage: An eligible Employee who has been
automatically enrolled in the EACA shall have the default Elective Deferral
percentage identified in paragraph (ii) above remain in effect until the last day of
the Plan Year in which the first Elective Deferral is made with respect to such
Employee (the first contribution period). Each Plan Year thereafter, the default
Elective Deferral percentage of each eligible Employee shall increase as indicated
below:For the first Plan Year beginning after the first contribution period, the rate of
Elective Deferrals shall be %.For the second Plan Year beginning after the first contribution period, the rate of
Elective Deferrals
shall be %.For the third and subsequent Plan Years, the rate of Elective Deferrals shall be
%.o
    
    
    
    iv. Permissible Withdrawal: Employees may elect a permissible withdrawal from the
Plan no later than 90 days after the date the first default Elective Deferrals are
deducted from the Employees paycheck.v. Coverage of EACA. The Plans EACA feature covers:
 o
    
    Only those eligible Employees who have not made an affirmative election
and have been automatically enrolled.o
    
    All eligible Employees (including those who have made an affirmative
deferral election).Selecting this option will allow the Plan to be
eligible for the six (6) month extension that applies to a distribution of
Excess Contributions or Excess Aggregate Contributions (for a Plan Year
beginning on or after January 1,
 12




---



##### 



2010). This option requires the
Employer to provide an annual EACA notice to ALL eligible Employees.
 þ
    
    b.
    
    The Plan will be a Qualified Automatic Contribution Arrangement (QACA)
[under Code Section 401(k)(13)(A), effective beginningJanuary 1, 2009]:
 i.
    
    Default Elective Deferral Percentage:
 a.
    
    For the period ending on the last day of the
first Plan Year which begins after the date in which the first default
Elective Deferral, Catch-up Contribution and Voluntary After-Tax
Contribution is made with respect to such Employee under the Qualified
Automatic Contribution Arrangement, eligible Employees shall have
Elective Deferrals, Catch-up Contributions and Voluntary After-Tax
Contributions withheld in the amount of 3.0% (must be at least
3% for such period but not more than 10%) of base pay.b.
    
    For the first Plan Year following the Plan Year
containing the first anniversary of the Employees participation in the
Plan, the rate of Elective Deferrals, Catch-up Contributions and
Voluntary After-Tax Contributions shall be 4.0% (must be at
least equal to 4% but not more than 10%) of Compensation.c.
    
    For the second following Plan Year, the rate of
Elective Deferrals, Catch-up Contributions and Voluntary After-Tax
Contributions shall be 5.0% (must be at least equal to 5% but
not more than 10%) of Compensation.d.
    
    For the third following Plan Year and
subsequent Plan Years, the rate of Elective Deferrals, Catch-up
Contributions and Voluntary After-Tax Contributions shall be
6.0% (must be at least equal to 6% but not more than 10%) of
Compensation.
 ii.
    
    
    
    Safe Harbor Contribution:The Employer must elect to provide a safe harbor contribution as described
below (choose one):o  a.  Basic Matching Contribution Formula: The Employer shall make a
basic Matching Contribution on behalf of (choose one):
 o
    
    each eligible Employeeo
    
    each eligible Employee who is NOT a Highly Compensated Employee
 in an amount equal to 100% of the Elective Deferrals of the eligible
Employee to the extent that such contributions do not exceed 1% of
Compensation, plus 50% of such Elective Deferrals that exceed 1% of
Compensation but do not exceed 6% of Compensation.þ b. Enhanced Matching Contribution Formula: The Employer shall make an
enhanced Matching Contribution under a formula that provides (i) that the
rate of Matching Contributions does not increase as an Employees rate of
Elective Deferrals, Catch-up Contributions and Voluntary After-Tax
Contributions increases, and (ii) the aggregate amount of Matching
Contributions at any rate of Elective Deferrals, Catch-up Contributions and
Voluntary After-Tax Contributions is at least equal to the aggregate amount
of Matching Contributions which would be made under the basic Matching
Contribution formula described above:100% of Elective Deferrals, Catch-up Contributions and Voluntary
After-Tax Contributions on base pay only up to 6% Compensation.o c. QACA Non-Elective Contribution Formula: The Employer shall make a
QACA Non-Elective Contribution to the Plan on behalf of (choose one):
 o
    
    each eligible Employeeo
    
    each eligible Employee who is NOT a Highly Compensated
Employee
 choose one
 13




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##### 



o 3%; or%
(must be more than 3)
  iii.
    
    
    
    Vesting Schedule: The vesting schedule for the safe harbor
contributions described in paragraph (ii) above shall be (check one box):
 þ
    
    a.
    
    2 year cliff vesting schedule:Less than 2 Years of Service = 0%2 Years of Service or more = 100%o
    
    b.
    
    2 year graded vesting schedule:Less than 1 Year of Service = 0%1 Year of Service = %2 Years of Service or more = 100%o
    
    c.
    
    100% immediate vesting
 iv.
    
    þ
    
    Permissible Withdrawal: Employees may elect a permissible
withdrawal from the Plan no later than 90 days after the date the first default
Elective Deferrals are deducted from the Employees paycheck.v.
    
    o
    
    Designation of Alternative Plan to Receive Safe Harbor
Contributions: If the safe harbor contribution elected above is not being made
to this Plan, the name of the other plan that will receive the safe harbor
contribution is: .vi.
    
    
    
    Limitations on Safe Harbor Matching Contributions: If a safe
harbor Matching Contribution is made to the Plan:
 o
    
    a.
    
    The Employer elects to make safe harbor
Matching Contributions on an annual basis.þ
    
    b.
    
    The Employer elects to match annual Elective
Deferrals, Catch-up Contributions, and Voluntary After-tax
Contributions on base pay only are made:
 þ
    
    on a payroll basis [Plan defaults to this].o
    
    on a monthly basis.o
    
    on a Plan Year quarterly basis.o
    
    The Employer elects to true up safe
harbor Matching Contributions made to the Plan on the above
basis.
 o
    
    2.
    
    Automatic Deferrals:
 a.
    
    New Employees: Employees who have not met the eligibility
requirements shall have Elective Deferrals withheld in the amount of % (not more than 10%) of Compensation or
$ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable] upon
entering the Plan.
 o
    
    i.
    
    On an annual basis the Elective Deferral limit
under the Plan shall be increased up to a maximum amount determined by
the Employer.o
    
    ii.
    
    After  Years of Service, the
amount specified above shall increase to % (no more than
10%) or
$
 [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].o
    
    This requirement is effective for Employees hired on or after .
 14




---



##### 



o
    
    b.
    
    Current Employees: Employees who are eligible to participate but not deferring shall have Elective Deferrals withheld in the amount of
% (not more than 10%) of Compensation or
$ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].
 o
    
    i.
    
    On an annual basis the Elective Deferral limit
under the Plan shall be increased up to a maximum amount determined by
the Employer.o
    
    ii.
    
    After  Years of Service, the
amount specified above shall increase to % (no more than
10%) or $ [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].
 o
    
    c.
    
    Current Participants: Current Participants who are deferring
at a percentage less than the amount selected herein shall have Elective
Deferrals withheld in the amount of % (not more than 10%) of
Compensation or $ [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].
 o
    
    i.
    
    On an annual basis the Elective Deferral limit
under the Plan shall be increased up to a maximum amount determined by
the Employer.o
    
    ii.
    
    After  Years of Service, the
amount specified above shall increase to % (no more than
10%) or $ [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].Employees and Participants shall have the right to amend the stated automatic
Elective Deferral provisions or receive cash in lieu of deferral into the Plan. For
purposes of this provision, Employees returning an election form indicating a zero
deferral amount shall be deemed Current Participants.
 E.
    
    Voluntary After-tax Contributions:o
    
    1.
    
    The Plan does not permit Voluntary After-tax Contributions.þ
    
    2.
    
    Participants may make Voluntary After-tax Contributions in any amount from a
minimum of 1% (may not be less than 1%) to a maximum of 100% (may be no
more than 100%) of their Compensation or a flat dollar amount from a minimum of
$ (may not be less than $1,000) to a maximum of $ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].o
    
    3.
    
    Participants may make Voluntary After-tax Contributions in any amount up to the
maximum permitted by law.o
    
    4.
    
    The maximum combined limit of Elective Deferrals, Roth Elective Deferrals, and
Voluntary After-tax Contributions will not exceed % (may be no more than
100%) of Compensation or $ [may be no more than the Code Section 402(g) limit and Code
Section 414(v) limit, if applicable].F.
    
    Required After-tax Contributions(for Thrift Savings Plans only):þ
    
    1.
    
    The Plan does not permit Required After-tax Contributions.2.
    
    Participants shall be required to make Required After-tax Contributions as
follows:
 o
    
    a.
    
    % (may be no more than 100%) of Compensation.o
    
    b.
    
    A percentage determined by the Employee.o
    
    c.
    
    A flat dollar amount of $ [may be no more than the Code Section
402(g) limit and Code Section 414(v) limit, if applicable].o
    
    d.
    
    The maximum combined limit of Elective Deferrals, Roth Elective
Deferrals and Required After-tax Contributions will not exceed %
(may be no more than 100%) of Compensation or $ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].
 15




---



##### 



G.
    
    Rollover Contributions:o
    
    1.
    
    The Plan does not accept Rollover Contributions.þ
    
    2.
    
    Rollover Contributions may be made:
 o
    
    a.
    
    after meeting the eligibility requirements for participation in
the Plan.þ
    
    b.
    
    prior to meeting the eligibility requirements for participation
in the Plan.3.
    
    The Plan will accept a Participant Rollover Contribution of an Eligible
Rollover Distribution from (check only those that apply):þ
    
    a.
    
    A Qualified Plan described in Code Section 401(a) or 403(a).þ
    
    b.
    
    An annuity contract described in Code Section 403(b).þ
    
    c.
    
    An eligible plan under Code Section 457(b) which is maintained
by a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state.þ
    
    d.
    
    An Individual Retirement Account (which was not used as a
conduit from a Qualified Plan) or Annuity described in Code Section 408(a) or
408(b) that is eligible to be rolled over and would otherwise be includable in
gross income.4.
    
    The Plan will accept a Direct Rollover of an Eligible Rollover Distribution
from (check only those that apply):o
    
    a.
    
    A Qualified Plan described in Code Section 401(a) or 403(a),
excluding Voluntary After-tax Contributions.þ
    
    b.
    
    A Qualified Plan described in Code Section 401(a) or 403(a),
including Voluntary After-tax Contributions.o
    
    c.
    
    An annuity contract described in Code Section 403(b), excluding
Voluntary After-tax Contributions.þ
    
    d.
    
    An annuity contract described in Code Section 403(b), including
Voluntary After-tax Contributions.þ
    
    e.
    
    An eligible plan under Code Section 457(b) which is maintained
by a state, political subdivision of a state, or an agency or instrumentality
of a state or political subdivision of a state.o
    
    f.
    
    A Roth Elective Deferral Account if it is a Direct Rollover
from another Roth Elective Deferral Account under a Qualified Plan described in
Code Section 402A(e)(1) and only to the extent the rollover is permitted under
Code Section 402(c).
 H.
    
    Reserved
 o
    
    I.
    
    Safe Harbor Plan Provisions:If the Safe Harbor Plan provisions are elected, the nondiscrimination tests at Article XI of
the Basic Plan Document are not applicable. Safe Harbor Contributions made are subject to
the withdrawal restrictions of Code Section 401(k)(2)(B) and Treasury Regulation Section
1.401(k)-1(d); such contributions (and earnings thereon) must not be distributable earlier
than severance from employment, death, Disability, an event described in Code Section
401(k)(10), or in the case of a profit-sharing or stock bonus plan, the attainment of age
591/2. Safe Harbor Contributions are NOT available for Hardship withdrawals.The ACP Test Safe Harbor is automatically satisfied if the only Matching Contribution to the
Plan is either a Basic Matching Contribution or an Enhanced Matching Contribution that does
not provide a match on Elective Deferrals in excess of 6% of Compensation. For Plans that
allow Voluntary or Required After-tax Contributions, the ACP Test is applicable with regard
to such contributions.Employees eligible to make Elective Deferrals to this Plan must be eligible to receive the
Safe Harbor Contribution in the Plan listed below, to the extent required by applicable IRS
Regulations.
 16




---



##### 



The Employer elects to comply with the Safe Harbor Cash or Deferred Arrangement provisions
of Article XI of the Basic Plan Document and elects one of the following contribution
formulas:
 1.
    
    Safe Harbor Tests:o
    
    a.
    
    Only the ADP Test Safe Harbor provisions are applicable. A
formula in paragraphs (3), (4) or (5) below has been selected and the ADP Safe
Harbor has been satisfied.o
    
    b.
    
    Only the ACP Test Safe Harbor provisions are applicable. No
additional Matching Contributions would be needed in order to satisfy the ACP
Safe Harbor if the Plan satisfies the Basic or Enhanced Match.o
    
    c.
    
    Both the ADP and ACP Test Safe Harbor provisions are
applicable. If both ADP and ACP provisions are applicable:
 o
    
    i.
    
    No additional Matching Contributions will be
made in any Plan Year in which the Safe Harbor provisions are used.o
    
    ii.
    
    The Employer may make Matching Contributions in
addition to any Safe Harbor Matching Contributions elected below.
[Complete provisions in Section VI(J) regarding Matching Contributions
that will be made in addition to those Safe Harbor Matching
Contributions made below.]Safe Harbor Contributions cannot be subject to an Hours of Service or employment on the last day of the Plan Year requirement.
 o
    
    2.
    
    Designation of Alternate Plan to Receive Safe Harbor Contribution: If the Safe
Harbor Contribution as elected below is not being made to this Plan, the name of the
other plan that will receive the Safe Harbor Contribution is:
.o
    
    3.
    
    Basic Matching Contribution Formula: Matching Contributions will be made on
behalf of Participants in an amount equal to 100% of the amount of the Eligible
Participants Elective Deferrals that do not exceed 3% of the Participants
Compensation and 50% of the amount of the Participants Elective Deferrals that exceed
3% of the Participants Compensation but that do not exceed 5% of the Participants
Compensation.o
    
    4.
    
    Enhanced Matching Contribution Formula: Matching Contributions will be made in
an amount equal to the sum of:
 a.
    
    % of the Participants Elective Deferrals that do
not exceed % of the Participants Compensation [insert a number
that is three (3) or greater but not greater than six (6); if a number greater
than six (6) is inserted or if left blank, this will not qualify as an Enhanced
Matching Contribution Formula and the ADP test will apply], pluso
    
    b.
    
    % of the Participants Elective Deferrals that
exceed % of the Participants Compensation but do not exceed
% of the Participants Compensation [insert a number that is three (3)
or greater but not greater than six (6) in the second blank. Both blanks
should be completed so that at any rate of Elective Deferrals, the Matching
Contribution is at least equal to the Matching Contribution receivable if the
Employer were making a Basic Matching Contribution. The rate of match cannot
increase as Elective Deferrals increase. If a number greater than six (6) is
inserted or if left blank, this will not qualify as an Enhanced Matching
Contribution Formula and the ACP Test will apply.]If an additional discretionary Matching Contribution is made, the dollar amount of
that contribution may not exceed 4% of eligible Plan Compensation.
 o
    
    5.
    
    Guaranteed Non-Elective Contribution Formula: The Employer shall make a
Non-Elective Contribution equal to % (not less than 3%) of the
Compensation of each Eligible Participant.o
    
    6.
    
    Flexible Non-Elective Contribution Formula: This provision provides the
Employer with the ability to amend the Plan to comply with the Safe Harbor provisions
during the Plan Year. To provide such option, the Employer must amend the Plan and
indicate on Schedule C that the Safe Harbor Non-Elective Contribution (not less than
3%) will be made for the specified Plan Year. Such election must comply with all the
applicable notice requirements.
 17




---



##### 



Additional non-Safe Harbor Contributions may be made to the Plan pursuant to Section VI(J)
hereof. Any additional contributions may be subject to nondiscrimination testing.7.
    
    Limitations on Safe Harbor Matching Contributions: If a Safe Harbor Matching
Contribution is made to the Plan:o
    
    a.
    
    The Employer elects to make Safe Harbor Matching Contributions
on an annual basis.o
    
    b.
    
    The Employer elects to match actual Elective Deferrals made:
 o
    
    i.
    
    on a payroll basis [Plan defaults to this election].o
    
    ii.
    
    on a monthly basis.o
    
    iii.
    
    on a Plan Year quarterly basis.o
    
    iv.
    
    The Employer elects to true up Safe Harbor
Matching Contributions made to the Plan on the above basis.If one of the Matching Contribution calculation periods at paragraph (7)(b)
above is selected, Matching Contributions must be deposited to the Plan not
later than the last day of the calendar quarter next following the quarter
to which they relate. o
    
    c.
    
    The Employer will only contribute the Safe Harbor Contribution
to Non-Highly Compensated Employees.
 o
    
    J.
    
    Matching Employer Contribution:Do not complete this section of the Adoption Agreement if the Plan only offers a Safe Harbor
Contribution. A Plan that offers both a Safe Harbor Contribution as well as an additional
Employer Contribution that is specified below, must complete both Sections VI(I) and VI(J)
of this Adoption Agreement.Select the Matching Contribution Formula, Computation Period and special Limitations for
each contribution type from the options listed below. Enter the letter of the option(s)
selected on the lines provided. Leave the line blank if no election is required.o
    
    The Matching Contribution(s) selected below will be deemed an additional discretionary ACP
Test Safe Harbor Matching Contribution in accordance with the selection made at Section
VI(I). The allocation of any additional Matching Contribution made by the Employer will not
exceed 4% of eligible Compensation.o
    
    The Matching Contribution(s) selected below will be deemed a discretionary contribution that
will be subject to nondiscrimination testing.
 Matching
    
    
    Matching
    
    
    
    
    
    
    Matching
    
    
    MatchingType of
    
    Contribution
    
    
    Computation
    
    
    
    
    
    
    Contribution
    
    
    ComputationContribution
    
    (Formula 1)
    
    
    Period
    
    
    Limitations
    
    
    (Formula 2)
    
    
    Period
    
    
    LimitationsElective Deferrals
(including Roth
Elective Deferrals,
if applicable)Voluntary After-taxRequired After-tax403(b) Deferrals
 If any election is made with respect to 403(b) Deferrals above, and if this Plan is used
to fund any Employer Contributions, Employer Contributions will be based on the Elective
Deferrals made to an existing 403(b) plan sponsored by the Employer.Name of corresponding 403(b) plan, as applicable:
 18




---



##### 



If the Matching Contribution formula selected by the Employer is 100% vested and may not be
distributed to the Participant before the earlier of the date the Participant has a
severance from employment, retires, becomes disabled, attains 591/2, or dies, it may be
treated as a Qualified Matching Contribution.Matching Contribution Formulas may be subject to a minimum or maximum dollar or percentage
limit.
 1.
    
    Matching Contribution Formulas:Matching Contribution Formulas for Elective Deferrals and Roth Elective
Deferrals:a.
    
    Percentage of Deferral Match: The Employer shall contribute to
each eligible Participants account an amount equal to % (no more
than 500%) of the Participants Elective Deferrals up to a maximum of % (no more than the Annual Addition limit for
the Plan Year) of
Compensation or $ [no more than the Annual Addition limit for the Plan Year].b.
    
    Uniform Dollar Match: The Employer shall contribute to each
eligible Participants account $ (no more than the Annual Addition
limit for the Plan Year) if the Participant contributes at least %
(no more than 100%) of Compensation or $ [may be no more than the Code Section
402(g) limit and Code Section 414(v) limit, if applicable]. The Employers
contribution will be made up to a maximum of % (no more than the
Annual Addition limit for the Plan Year) of Compensation.c.
    
    Discretionary Match: The Employer shall have the right to make
a Discretionary Matching Contribution. The Employers Matching Contribution
shall be determined by the Employer with respect to each Plan Years eligible
Participants. Such contribution shall be in the amount specified and allocated
as follows:d.
    
    Tiered Match: The Employer shall contribute to each eligible
Participants account an amount equal to:% (no more than 500%) of the first
% of the
Participants Compensation contributed, and% (no more than 400%) of the next
% of the
Participants Compensation contributed, and% (no more than 300%) of the next
% of the
Participants Compensation contributed.The Employers contribution
will be made up to the o  greater of (may be no
more than 500%) o lesser of (may be no less than 1%) % of
Compensation, or $ (no more than the Annual Addition limit for the
Plan Year).The percentages specified above may not increase as the rate of Elective
Deferrals or Employee Contributions increase. This formula must meet Code
Section 401(a)(4) and the ACP Test.e.
    
    Percentage of Compensation Match: The Employer shall
contribute to each eligible Participants account % (no less than
1%) of Compensation if the eligible Participant contributes at least % (no more than 100%) of Compensation.The Employers contribution
will be made up to the
o  greater of (may be no
more than 500%) o lesser of (may be no less than 1%) % of
Compensation or $ (no more than the Annual Addition limit for the
Plan Year).This formula must meet Code Section 401(a)(4) and the ACP Test.
 19




---



##### 



f.
    
    Proportionate Compensation Match: The Employer shall
contribute to each eligible Participant who defers at least % (may
be no more than 100%) of Compensation, an amount determined by multiplying such
Employer Matching Contribution by a fraction, the numerator of which is the
Participants Compensation and the denominator of which is the Compensation of
all Participants eligible to receive such an allocation.The Employers contribution
will be made up to the o greater of (may be no
more than 500%) o lesser of (may be no less than 1%) % of
Compensation or $ (no more than the Annual Addition limit for the
Plan Year).This formula must meet Code Section 401(a)(4) and the ACP Test.g.
    
    Length of Service Match: The Employer shall make Matching
Contributions equal to the formula determined under the following schedule:
 Participant's Total Years (Periods) of Service
    
    Matching Contribution Formula
 This formula must meet Code Section 401(a)(4) and the ACP Test.o
    
    h.
    
    Catch-Up Contributions: The Employer elects to match Catch-Up
Contributions under the same formula or formulas as elected above.In the event that an Excess Contribution is recharacterized as a Catch-up
Contribution, any Matching Contribution made thereon may remain in the Plan
if the Matching Contribution Formula is not otherwise exceeded.Additional
Matching Contribution Formulas for Voluntary After-tax Contributions:i.
    
    Percentage of Deferral Match:The Employer shall contribute to
each eligible Participants account an amount equal to % (no less
than 1%) of the Participants Contribution up to a maximum of %
(may be no more than 500%) of Compensation or $ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].j.
    
    Uniform Dollar Match:The Employer shall contribute to each
eligible Participants account $ (no more than the Annual Addition
limit for the Plan Year) if the Participant contributes at least %
(may be no more than 100%) of Compensation or $ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable]. The
Employers contribution will be made up to the maximum of % (may
be no more than 500%) of Compensation.k.
    
    Discretionary Match:The Employer shall have the right to make
a Discretionary Matching Contribution. The Employers Matching Contribution
shall be determined by the Employer with respect to each Plan Years eligible
Participants. Such contribution shall be in the amount specified and allocated
as follows:Additional
Matching Contribution Formulas for Required After-tax Contributions:l.
    
    Percentage of Deferral Match:The Employer shall contribute to
each eligible Participants account an amount equal to % (no less
than 1%) of the Participants Contribution up to a maximum of %
(may be no more than 500%) of Compensation or $ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].m.
    
    Uniform Dollar Match:The Employer shall contribute to each
eligible Participants account $ (no more than the Annual Addition
limit for the Plan Year) if the Participant contributes at least %
(may be no more than 100%) of Compensation or $ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable]. The
Employers contribution will be made up to the maximum of % (may
be no more than 500%) of Compensation.
 20




---



##### 



n.
    
    Discretionary Match:The Employer shall have the right to make
a Discretionary Matching Contribution. The Employers Matching Contribution
shall be determined by the Employer with respect to each Plan Years eligible
Participants. Such contribution shall be in the amount specified and allocated
as follows:Additional Matching Contribution Formulas for 403(b) Deferrals:o.
    
    Percentage of Deferral Match:The Employer shall contribute to
each eligible Participants account an amount equal to % (no less
than 1%) of the Participants deferral up to a maximum of % (may
be no more than 500%) of Compensation or $ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable].p.
    
    Uniform Dollar Match:The Employer shall contribute to each
eligible Participants account $ (no more than the Annual Addition
limit for the Plan Year) if the Participant contributes at least %
(may be no more than 100%) of Compensation or $ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if applicable]. The
Employers contribution will be made up to the maximum of % (may
be no more than 500%) of Compensation.q.
    
    Discretionary Match:The Employer shall have the right to make
a Discretionary Matching Contribution. The Employers Matching Contribution
shall be determined by the Employer with respect to each Plan Years eligible
Participants. Such contribution shall be in the amount specified and allocated
as follows:2.
    
    Matching Contribution Computation Period:The Compensation or any dollar
limitation imposed in calculating the Matching Contribution will be based on the period
selected below. Matching Contributions will be calculated on the following basis:
 a.
    
    Payroll Based
    
    e.
    
    Monthlyb.
    
    Weekly
    
    f.
    
    Quarterlyc.
    
    Bi-weekly
    
    g.
    
    Semi-annuallyd.
    
    Semi-monthly
    
    h.
    
    Annually
 The calculation of Matching Contributions based on the Computation Period selected
above has no applicability as to when the Employer remits Matching Contributions to
the Trust.3.
    
    Limitations on Matching Formulas:a.
    
    Contributions to Participants who are not Highly Compensated
Employees:Contribution of the Employers Matching Contribution will be made
only to eligible Participants who are Non-Highly Compensated Employees.b.
    
    Deferrals withdrawn prior to the end of the Matching
Computation Period: Matching Contributions (whether or not Qualified) will not
be made on Employee contributions withdrawn prior to the end of the o
Matching
Computation Period, or o Plan Year.o
    
    If elected, this requirement shall not apply in the event of a withdrawal
occurring as the result of a termination of employment for reasons of
retirement, Disability or death.c.
    
    Maximum Plan Limit for Matching Contributions:In no event will
Matching Contributions exceed % (no more than 500%) of
Compensation, or $ (no more than the Annual Addition limit for the Plan
Year).o
    
    If elected, this limitation applies to the total of all Elective Deferrals,
Roth Elective Deferrals, Catch-Up Contributions, Voluntary After-tax
Contributions, and Required After-tax Contributions made to the Plan for the
Plan Year.d.
    
    True Up of Matching Contributions: The Employer elects to true
up Matching Contributions made to the Plan.
 o
    
    K.
    
    Non-Elective Employer Contributions:The Employer shall have the right to make a discretionary contribution. If a discretionary
contribution is made, the Employers contribution for the Plan Year shall be allocated to
the accounts of eligible Participants as follows (enter the number of the allocation method
being used by the Plan):
 21




---



##### 



Type of Contribution
    
    Allocation MethodNon-Elective Formula 1Non-Elective Formula 2
 1.
    
    Pro-Rata Formula: The Employers contribution for the Plan Year shall be
allocated to each eligible Participant on a pro-rata basis based on the Compensation of
the Participant to the total Compensation of all Participants.2.
    
    Uniform Percentage Formula:The Employers contribution shall be allocated to
each eligible Participant as a uniform percentage of the Employers Net Profit.3.
    
    Percentage of Compensation Formula: The Employers contribution shall be %
of each Participants Compensation allocated on a pro-rata basis based on the
Compensation of the Participant to the total Compensation of all Participants.4.
    
    Hours of Service Formula: The Employers contribution shall be a discretionary
amount allocated in the same dollar amount to each eligible Participant based on each
Hour of Service performed or each day that the Participant is entitled to Compensation.5.
    
    Uniform Dollar Amount Formula: The Employer shall contribute and allocate to
the account of each eligible Participant an equal dollar amount.6.
    
    Excess Integrated Contribution Formula: The Employers contribution shall be
allocated as an amount taking into consideration amounts contributed to Social Security
using the four-step Excess Integrated Allocation Formula as described in the Basic Plan
Document; the Integration Level is defined at Section III(E) of this Adoption
Agreement.7.
    
    Base Integrated Contribution Formula: The Employers contribution shall be
allocated as an amount taking into consideration amounts contributed to Social Security
using the two-step Base Integrated Allocation Formula as described in the Basic Plan
Document; Employer Contributions shall be allocated as follows: % of each
eligible Participants Compensation, plus % of Compensation in excess of
the Integration Level defined at Section III(E) hereof. If the Integration Level
selected in Section III(E) is other than the Taxable Wage Base, the maximum disparity
rate will be adjusted as follows: (a) if the Integration Level selected is greater than
zero (0) but not more than the greater of $10,000 or 20% of the Taxable Wage Base, the
maximum disparity rate will be 5.7%; (b) if the Integration Level selected is more than
the greater of $10,000 or 20% but not more than 80% of the Taxable Wage Base, the
maximum disparity rate will be 4.3%; (c) if the Integration Level selected is more than
80% of the Taxable Wage Base, but not more than any amount more than 80% of the Taxable
Wage Base, but less than 100% of the Taxable Wage Base, the maximum disparity rate will
be 5.4%.Only one Plan maintained by the Employer may be integrated with Social Security.
Any Plan utilizing a Safe Harbor formula as provided in Section VI(I) of this
Adoption Agreement may not apply the Safe Harbor Contributions to the integrated
allocation formula.8.
    
    Uniform Points Contribution Formula:The allocation for each eligible
Participant will be determined by a uniform points method. Each eligible Participants
allocation shall bear the same relationship to the Employer contribution as the
Participants total points bears to all points awarded. The Employer must grant points
for at least age or Service. Each eligible Participant will receive 
points for each of the following:
 o
    
    a.
    
    year(s) of age.o
    
    b.
    
    Year(s) of Service determined:o
    
    i.          In the same manner as determined for eligibility.o
    
    ii.          In the same manner as determined for vesting.o
    

iii.          Points will not be awarded with respect to Year(s) of Service in excess of
.o
    
    c.
    
    $ (not to exceed $200) of Compensation.The contribution formulas must satisfy the design-based safe harbors described in the
Regulations under Code Section 401(a)(4).
 22




---



##### 



L.
    
    Qualified Matching (QMAC) and Qualified Non-Elective (QNEC) Employer Contribution Formulas:o
    
    1.
    
    QMAC Contribution Formula: The Employer may contribute to each eligible
Participants Qualified Matching Contribution account an amount equal to (select one or
more of the following):
 o
    
    a.
    
    $ or
% of the Participants Elective Deferrals
(including Roth Elective Deferrals, if applicable).o
    
    b.
    
    $ or
% of the Participants Elective Deferrals
(including Roth Elective Deferrals, if applicable) not to exceed %
of Compensation.o
    
    c.
    
    $ or
% of the Participants Voluntary After-tax
Contributions.o
    
    d.
    
    $ or
% of the Participants Required After-tax
Contributions.
 o
    
    2.
    
    Discretionary QMAC Contribution Formula: The Employer shall have the right to
make a discretionary QMAC contribution. The Employers Matching Contribution shall be
determined by the Employer with respect to each Plan Years eligible Participants.
Such contribution shall be in the amount specified and allocated as follows:This part of the Employers contribution shall be fully vested when made.o
    
    3.
    
    QNEC Contribution Formula:The Employer may contribute to each eligible
Participants Qualified Non-Elective Contribution account an amount equal to (select
one or more of the following):
 o
    
    a.
    
    % of Compensation of all eligible Participants.
This part of the Employers contributions shall be fully vested when made.o
    
    b.
    
    $ not to exceed
% of Compensation. This part of
the Employers contribution shall be fully vested when made and subject to the
limitations specified in the Basic Plan Document.
 o
    
    4.
    
    Discretionary Percentage QNEC Contribution Formula: The Employer shall have
the right to make a discretionary QNEC contribution which shall be allocated to each
eligible Participants account in proportion to his or her Compensation as a percentage
of the Compensation of all eligible Participants. This part of the Employers
contribution shall be fully vested when made. This contribution will be made to:
 o
    
    a.
    
    All eligible Participants.o
    
    b.
    
    Only eligible Participants who are Non-Highly Compensated
Employees.
 o
    
    5.
    
    Discretionary Uniform Dollar QNEC Contribution Formula:The Employer shall have
the right to make a discretionary QNEC contribution which shall be allocated to each
eligible Participants account in a uniform dollar amount to be determined by the
Employer and allocated in a nondiscriminatory manner. This part of the Employers
contribution shall be fully vested when made. This contribution will be made to:
 o
    
    a.
    
    All eligible Participants.o
    
    b.
    
    Only eligible Participants who are Non-Highly Compensated
Employees.
 M.
    
    Qualified Matching Contributions and Qualified Non-Elective Contributions for Test Correction
Purposes:Qualified Matching (QMAC) and Qualified Non-Elective (QNEC) Contributions made exclusively
for test correction purposes may only be selected if the Employer elects to use the Current
Year testing method in Section X herein and are not subject to any allocation requirement
selected under Section VII herein.
 23




---



##### 



þ
    
    1.
    
    Corrective QNEC Contribution Formula: The Employer shall have the right to
make a QNEC contribution in the amount necessary to pass the ADP/ACP Test or the
maximum permitted under Code Section 415. This contribution will be allocated to some
or all Non-Highly Compensated Participants designated by the Plan Administrator. The
allocation will be the lesser of the amount required to pass the ADP/ACP Test, or the
maximum permitted under Code Section 415. This part of the Employers contribution
shall be fully vested when made.o
    
    2.
    
    Qualified Matching Contributions (QMAC):
 o
    
    a.
    
    For purposes of the ADP and ACP Tests, all Matching
Contributions made to the Plan will be deemed Qualified for purposes of
calculating the Actual Deferral Percentage and/or Actual Contribution
Percentage. All Matching Contributions must be fully vested when made.o
    
    b.
    
    For purposes of the ADP and ACP Tests, only Matching
Contributions made to the Plan that are needed to meet the Actual Deferral
Percentage or Actual Contribution Percentage Test will be deemed Qualified
for purposes of calculating the Actual Deferral Percentage and/or Actual
Contribution Percentage. All such Matching Contributions used must be fully
vested when made.
 o
    
    3.
    
    Qualified Non-Elective Contributions (QNEC):
 o
    
    a.
    
    For purposes of the ADP and ACP Tests, all Non-Elective
Contributions made to the Plan will be deemed Qualified for purposes of
calculating the Actual Deferral Percentage and/or Actual Contribution
Percentage. All Non-Elective Contributions must be fully vested when made.o
    
    b.
    
    For purposes of the ADP and ACP Tests, only the Non-Elective
Contributions made to the Plan that are needed to meet the Actual Deferral
Percentage or Actual Contribution Percentage Test will be deemed Qualified
for purposes of calculating the Actual Deferral Percentage and/or Actual
Contribution Percentage. All such Non-Elective Contributions used must be fully
vested when made.
 o
    
    N.
    
    Additional Adopting Employers:
 o
    
    1.
    
    All participating Employers contributions and forfeitures, if applicable,
attributable to each specific contribution source made by such Employer shall be pooled
together and allocated uniformly among all eligible Participants.o
    
    2.
    
    Each participating Employers contribution and forfeitures, if applicable,
attributable to each specific contribution source made by such Employer shall be
allocated only to eligible Participants of the participating Employer.Where contributions and forfeitures are to be allocated to eligible Participants by
participating Employers, each such Employer must maintain data demonstrating that the
allocations by group satisfy the nondiscrimination rules under Code Section 401(a)(4).
 VII.
    
    ALLOCATIONS TO PARTICIPANTS
 A.
    
    Allocation Accrual Requirements:No Hours of Service or last day requirement may be imposed on any Employer contribution that
is subject to the Safe Harbor Plan rules.
 þ
    
    1.
    
    There are no allocation requirements for Participants to receive any
contribution made to the Plan; however, a Participant must have received Compensation
from the Employer to be entitled to an allocation of contributions.o
    
    2.
    
    Employer contributions will be allocated to all Participants employed on the
last day of the Plan Year regardless of hours worked.o
    
    3.
    
    The Plan is using the Elapsed Time method; contributions will be allocated to
all Participants who have completed  [not more than twelve (12)] months of
Service regardless of the hours credited. If left blank, the Plan will use twelve (12)
months.
 24




---



##### 



o
    
    4.
    
    Employer contributions for a Plan Year will be allocated to all Participants
upon completion of the hours and/or employment requirements below.
 a.
    
    A Year of Service for allocation accrual purposes cannot be
less than one (1) Hour of Service nor greater than 1,000 hours by operation of
law. If left blank, the Plan will use 1,000 hours. Enter whole digit numbers
only.
 Contribution Type
    
    HoursAll contributionsMatching Contribution (Formula 1)Matching Contribution (Formula 2)Non-Elective Contribution (Formula 1)Non-Elective Contribution (Formula 2)QMACQNEC
 b.
    
    Participants must be employed on the last day of each quarter
of the Plan Year in order to receive the following contribution(s):o
    
    All contributionso
    
    Matching Contribution (Formula 1)o
    
    Matching Contribution (Formula 2)o
    
    Non-Elective Contribution (Formula 1)o
    
    Non-Elective Contribution (Formula 2)o
    
    QMACo
    
    QNECNote: Use of this subsection (b) requires that no more than one (1) Hour of
Service be required in subsection (a) above for the contribution types
selected.c.
    
    Participants must be employed on the last day of the Plan Year
in order to receive the following contribution(s):o
    
    All contributionso
    
    Matching Contribution (Formula 1)o
    
    Matching Contribution (Formula 2)o
    
    Non-Elective Contribution (Formula 1)o
    
    Non-Elective Contribution (Formula 2)o
    
    QMACo
    
    QNEC
 o
    
    d.
    
    Participants must complete the Hours of Service indicated above
or be employed on the last day of the Plan Year to receive the Employer
Contribution(s) selected above.5.
    
    Employer Contributions for a Plan Year will be allocated to terminated
Participants who have met the following allocation accrual requirements (check all
applicable boxes):
 Non-
    
    Non-All
    
    Match
    
    Match
    
    Elective
    ElectiveContributions
    
    Formula 1
    
    Formula 2
    
    Formula 1

    Formula 2
    QMAC
    
    QNECa.
    
    The Hours of Service or Period of
Service requirement above will be
waived if termination is due to:i.
    
    Retirement
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    oii.
    
    Disability
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    oiii.
    
    Death
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    oiv.
    
    Other (must be nondiscriminatory
in operation):o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
 25




---



##### 



Non-
    
    Non-All
    
    Match
    
    Match
    
    Elective
    ElectiveContributions
    
    Formula 1
    
    Formula 2
    
    Formula 1
    
    Formula 2
    
    QMAC
    
    QNECb.
    
    The last day of employment
requirement above will be
waived if termination is due to:i.
    
    Retirement
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    oii.
    
    Disability
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    oiii.
    
    Death
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    oiv.
    
    Other (must be nondiscriminatory
in operation):o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
 o
    
    B.
    
    Contributions to Disabled Participants:The Employer will make contributions on behalf of a Participant who is permanently and
totally disabled. These contributions will be based on the Compensation each such
Participant would have received for the Limitation Year if the Participant had been paid at
the rate of Compensation paid immediately before becoming permanently and totally disabled.
Such contributions shall be for: (enter a fixed or determinable period). Such
imputed Compensation for the disabled Participant may be taken into account only if the
Participant is not a Highly Compensated Employee. These contributions will be 100% vested
when made. The rule of final Treasury Regulation Section 1.415(c)-2(g)(4) applies with
respect to such Participant.o
    
    C.
    
    Employer Matching Contributions to Participants in the Case of Death or Disability Resulting
from Active Military Service:Effective for any death or Disability occurring on or after  [insert a date no
earlier than 1/1/2007], the Employer will make Matching Contributions on behalf of a
Participant who dies or incurs a Disability while performing qualified military service.
These contributions will be determined on the basis of the Participants average actual
Elective Deferrals and Employee contributions to the Plan for the 12-month period of Service
with the Employer immediately prior to qualified military service, or if Service with the
Employer is less than such 12-month period, the actual length of continuous Service with the
Employer.VIII.
    
    DISPOSITION OF FORFEITURESA.
    
    Forfeiture Allocation Alternatives:
 o
    
    1.
    
    Not applicable; all contributions are fully vested.þ
    
    2.
    
    Select one or more methods in which forfeitures associated with the
contribution type will be allocated (number each item in order of use):
 Employer Contribution TypeAll Non-Safe Harbor
    
    Non-ElectiveDisposition Method
    
    Matching Contributions
    
    Contributionsa.
    
    Restoration of Participants
forfeitures.
    
    
    1b.
    
    Used to offset Plan expenses.
    
    
    3c.
    
    Used to reduce the Employers
Non-Elective Contribution.d.
    
    Used to reduce the Employers
Matching Contribution.
    
    
    2e.
    
    Added to the Employers contribution
(other than Matching Contributions or
Base Integration Formula) under the
Plan.
 26




---



##### 



Employer Contribution TypeAll Non-Safe Harbor
    
    Non-ElectiveDisposition Method
    
    Matching Contributions
    
    Contributionsf.
    
    Added to the Employers Matching
Contribution under the Plan (these
contributions will be subject to ACP
Testing).g.
    
    Allocate to all Participants
eligible to share in the allocations
in the same proportion that each
Participants Compensation for the
year bears to the Compensation of all
other Participants for such year.
    
    
    N/Ah.
    
    Allocate to all NHCEs eligible to share
in the allocations in proportion to each
such Participants Compensation for
the year.
    
    
    N/Ai.
    
    Allocate to all NHCEs eligible to share in
the allocations in proportion to each such
Participants Elective Deferrals for the year.
    
    
    
    
    
    N/Aj.
    
    Allocate to all Participants eligible to share
in the allocations in the same proportion
that each Participants Elective Deferrals
for the year bears to the Elective Deferrals
of all Participants for such year.
    
    


    

    N/A
 Participants eligible to share in the allocation of other Employer contributions under
Section VI shall be eligible to share in the allocation of forfeitures. The selection of
(i) or (j) may require that the Plan be tested for nondiscrimination using a general test
described in Regulation Section 1.410(b).B.
    
    Timing of Allocation of Forfeitures:If no timely distribution or deemed distribution [pursuant to paragraph 6.5(c) of the Basic
Plan Document] has been made to a former Participant, non-vested portions shall be forfeited
at the end of the Plan Year during which the former Participant incurs his or her fifth
consecutive one (1) year Break in Service or Period of Severance for Plans that use the
Elapsed Time Method.If a former Participant has received the full amount of his or her Vested Account Balance,
the non-vested portion of his or her account shall be forfeited and be disposed of:
 o
    
    1.
    
    during the Plan Year following the Plan Year in which the forfeiture arose.þ
    
    2.
    
    as of any Valuation or Allocation Date during the Plan Year (or as soon as
administratively feasible following the close of the Plan Year) in which the former
Participant receives full payment of his or her vested benefit.o
    
    3.
    
    as of the end of the Plan Year during which the former Participant receives
full payment of his or her vested benefit.o
    
    4.
    
    as of the earlier of the first day of the Plan Year, or the first day of the
seventh month of the Plan Year following the date on which the former Participant has
received full payment of his or her vested benefit.o
    
    5.
    
    as of the next Valuation or Allocation Date following the date on which the
former Participant receives full payment of his or her vested benefit.
 27




---



##### 



IX.
    
    MULTIPLE PLANS MAINTAINED BY THE EMPLOYER AND TOP-HEAVY CONTRIBUTIONSo
    
    A.
    
    Plans Maintained by the Employer:The Employer does maintain another Plan [including a Welfare Benefit Fund or an individual
medical account as defined in Code Section 415(l)(2)], under which amounts are treated as
Annual Additions and has completed the proper section below. If the Participant is covered
under another qualified Defined Contribution Plan maintained by the Employer:
 o
    
    1.
    
    The relevant provisions of Article X of the Basic Plan Document will apply.o
    
    2.
    
    [Reserved]
 B.
    
    Top-Heavy Provisions:In the event the Plan is or becomes Top-Heavy, the minimum contribution or benefit required
under Code Section 416 and paragraph 14.3 of the Basic Plan Document relating to Top-Heavy
Plans shall be satisfied in the elected manner:
 þ
    
    1.
    
    The minimum contribution will be satisfied by this Plan.o
    
    2.
    
    The minimum contribution will be satisfied by (name of other Qualified Plan):Minimum contribution or benefit to be provided (specify interest rates and mortality table, if applicable):3.
    
    For any Plan Year during which the Plan is Top-Heavy, the sum of the
contributions (excluding Elective Deferrals) allocated to non-Key Employees shall not
be less than the amount required under the Basic Plan Document. Top-Heavy minimums
will be allocated to:
 o
    
    a.
    
    all eligible Participants [Plan defaults to this election].þ
    
    b.
    
    only eligible non-Key Employees who are Participants.
 o
    
    4.
    
    Matching Contributions shall not be included when satisfying Top-Heavy minimum
contributions.
 X.
    
    NONDISCRIMINATION TESTINGA Plan may use different testing methods for the ADP and ACP Tests provided the Plan does not
permit recharacterization of Excess Contributions, Elective Deferrals to be used in the ACP Test,
or Qualified Matching Contributions to be used in the ADP Test.If no election is made, the Plan will use the Current Year testing method for both the ADP and ACP
Tests.
 A.
    
    Testing Elections:o
    
    1.
    
    The Plan is not subject to ADP or ACP testing. The Plan does not offer
Voluntary After-tax or Required After-tax Contributions and it either meets the Safe
Harbor provisions of Section VI(I) of this Adoption Agreement, or it does not benefit
any Highly Compensated Employees.þ
    
    2.
    
    The Plan is not subject to ADP as it meets the Safe Harbor provisions of
Section VI(I) of this Adoption Agreement.o
    
    3.
    
    This Plan is using the Current Year testing method for purposes of the ADP Test.o
    
    4.
    
    This Plan is using the Current Year testing method for purposes of the ACP Test.o
    
    5.
    
    This Plan is using the Prior Year testing method for purposes of the ADP Test.þ
    
    6.
    
    This Plan is using the Prior Year testing method for purposes of the ACP Test.
 28




---



##### 



B.
    
    Testing Elections for the First Plan Year:Complete only when Prior Year testing method election is made and the Employer is not using
the deemed 3% rule.
 o
    
    1.
    
    If this is not a successor Plan, then for the first Plan Year this Plan permits
any Participant to make Elective Deferrals, the ADP used in the ADP Test for
Participants who are Non-Highly Compensated Employees shall be such first Plan Years
ADP.o
    
    2.
    
    If this is not a successor Plan, then for the first Plan Year this Plan permits
(a) any Participant to make Employee contributions, (b) provides for Matching
Contributions or (c) both, the ACP used in the ACP Test for Participants who are
Non-Highly Compensated Employees shall be such first Plan Years ACP.
 o
    
    C.
    
    Recharacterization:Elective Deferrals may be recharacterized as Voluntary After-tax Contributions to the extent
so provided by this Plan, to satisfy the ADP Test. The Employer must have elected to permit
Voluntary After-tax Contributions in the Plan for this election to be operable.o
    
    D.
    
    Forfeitures of Vested Excess Aggregate Contributions Resulting from ADP Test Failure:Forfeitures of Excess Aggregate Contributions resulting from failure of the ADP Test and the
inability to distribute corresponding Matching Contributions will be allocated to the
Matching Contribution accounts of Non-Highly Compensated Employees instead of being used to
reduce Employer Contributions for the Plan Year in which the failure occurred.
 XI.
    
    VESTINGParticipants shall always have a fully vested and nonforfeitable interest in their Employee
contributions (including Elective Deferrals, Catch-Up Contributions, Roth Elective Deferrals,
Required After-tax Contributions, and Voluntary After-tax Contributions), Qualified Matching
Contributions (QMACs), Qualified Non-Elective Contributions (QNECs) or Safe Harbor
Contributions, and their investment earnings.Each Participant shall acquire a vested and nonforfeitable percentage in his or her account balance
attributable to Employer contributions and their earnings under the schedule(s) selected below.
 A.
    
    Vesting Computation Period:A Year of Service for vesting will be determined on the basis of the (choose one):
 o
    
    1.
    
    Not applicable. All contributions are fully vested.o
    
    2.
    
    Elapsed Time method.þ
    
    3.
    
    Hours of Service method. A Year of Service will be credited upon completion of
1,000 Hours of Service. A Year of Service for vesting purposes will not be
less than one (1) Hour of Service nor greater than 1,000 hours by operation of law.
[If left blank, the Plan will use 1,000 hours.]The computation period for purposes of determining Years of Service and Breaks in
Service for purposes of computing a Participants nonforfeitable right to his or her
account balance derived from Employer contributions:
 o
    
    a.
    
    shall commence on the date on which an Employee first performs
an Hour of Service for the Employer and each subsequent twelve (12) consecutive
month period shall commence on the anniversary thereof.þ
    
    b.
    
    shall commence on the first day of the Plan Year during which
an Employee first performs an Hour of Service for the Employer and each
subsequent twelve (12) consecutive month period shall commence on the
anniversary thereof.
 29




---



##### 



A Participant shall receive credit for a Year of Service if he or she completes the
number of hours specified above at any time during the twelve (12) consecutive month
computation period. A Year of Service may be earned prior to the end of the twelve
(12) consecutive month computation period and the Participant need not be employed
at the end of the twelve (12) consecutive month computation period to receive credit
for a Year of Service.
 B.
    
    Vesting Schedules:The Employer must select either the two-twenty vesting schedule option [(B)(4)] or the
three-year cliff vesting schedule [(B)(3)] to apply in any Plan Year in which the Plan is
Top-Heavy. The percentages selected for option (B)(5) may not be less for any year than
the percentages shown at option (B)(4). Any switch to a Top-Heavy schedule will remain in
effect even if the Plan later falls out of Top-Heavy status unless the Employer executes an
amendment to this Adoption Agreement. If a Participant has at least three (3) Years of
Service for vesting purposes at the time of the amendment, the Plan must provide that
Participant the option of remaining on the vesting schedule in effect prior to such
amendment.Select the appropriate schedule for each contribution type and complete the blank vesting
percentages from the list below and insert the option number in the vesting schedule chart
below. Employer Contributions that are not Safe Harbor Contributions may only choose option
(3) or (4) or a schedule where amounts vest faster than at option (4).
 Years of Service1
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    61.
    
    Full and immediate Vesting2.
    
    
    0
    %
    
    
    100
    %3.
    
    
    
    %
    
    
    
    %
    
    
    100
    %4.
    
    
    
    %
    
    
    20
    %
    
    
    40
    %
    
    
    60
    %
    
    
    80
    %
    
    
    100
    %5.
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    100
    %
 Vesting Schedule Chart
    
    Employer Contribution TypeAll Employer ContributionsMatching Contribution (Formula 1)Matching Contribution (Formula 2)Match on Voluntary After-tax ContributionMatch on Required After-tax ContributionMatch on 403(b) Deferrals2
    
    QACA Safe Harbor Enhanced Matching ContributionNon-Elective Contribution (Formula 1)Non-Elective Contribution (Formula 2)2
    
    Top-Heavy Minimum Contribution
 If a different Vesting Schedule than that entered above applies to Employer Contributions
made prior to the first day of the Plans 2007 Plan Year, it should be entered in Schedule B
of this Adoption Agreement.
 C.
    
    Service Disregarded for Vesting:þ
    
    1.
    
    Not applicable. All Service is recognized.o
    
    2.
    
    Service prior to the Effective Date of this Plan or a predecessor plan is
disregarded when computing a Participants vested and nonforfeitable interest.o
    
    3.
    
    Service prior to a Participant having attained age eighteen (18) is disregarded
when computing a Participants vested and nonforfeitable interest.
 30




---



##### 



o
    
    D.
    
    Full Vesting of Employer Contributions for Current Participants:Notwithstanding the elections above, all Employer contributions made to a Participants
account shall be 100% fully vested if the Participant is employed on the Effective Date of
the Plan (or such other date as entered herein): . The operation of this
provision may not result in the discrimination in favor of Highly Compensated Employees.
 XII.
    
    SERVICE WITH PREDECESSOR ORGANIZATIONThis option only applies in the situation where the Employer does not or did not maintain the plan
of a Predecessor Organization.
 þ
    
    A.
    
    Not applicable. The Employer does not maintain the plan of a Predecessor Organization.o
    
    B.
    
    The Plan will recognize Service with all Predecessor Organizations.o
    
    C.
    
    Service with the following organization(s) will be recognized for the Plan purpose indicated:
 AllocationEligibility
    
    Accrual
    
    Vestingo
    
    o
    
    oo
    
    o
    
    oAttach additional pages as necessary.
 o
    
    D.
    
    The Plan shall recognize  Years of Service with the Employer(s) named in Section
XII(C) above.
 XIII.
    
    IN-SERVICE WITHDRAWALSDistribution restrictions apply in the case of Elective Deferrals (including Roth Elective
Deferrals, if applicable), Safe Harbor Contributions, Qualified Matching Contributions and
Qualified Non-Elective Contributions, including the withdrawal restrictions prior to attainment of
age 591/2.If the Participant could withdraw his or her account in the past, this right may not be taken away.
 A.
    
    In-Service Withdrawals:o
    
    1.
    
    In-service withdrawals are not permitted in the Plan.þ
    
    2.
    
    In-service withdrawals are permitted in the Plan. Participants may withdraw
the following contribution types after meeting the following requirements (select one
or more of the following options):
 Withdrawal RestrictionsContribution Types

    
    A
    
    B
    
    C
    
    D
    
    E
    
    F
    
    G
    
    H
    
    Ia.
    
    All Contributions
    
    n/a
    
    n/a
    
    n/a
    
    o
    
    o
    
    n/a
    
    n/a
    
    n/a
    
    n/ab.
    
    Elective Deferrals
    
    o
    
    n/a
    
    n/a
    
    o
    
    þ
    
    n/a
    
    n/a
    
    n/a
    
    oc.
    
    Roth Elective Deferrals
    
    o
    
    n/a
    
    n/a
    
    o
    
    o
    
    n/a
    
    n/a
    
    n/a
    
    od.
    
    Voluntary After-tax Contributions
    
    o
    
    þ
    
    o
    
    o
    
    o
    
    n/a
    
    n/a
    
    n/a
    
    n/ae.
    
    Required After-tax Contributions
    
    o
    
    o
    
    o
    
    o
    
    o
    
    n/a
    
    n/a
    
    n/a
    
    n/af.
    
    Rollover Contributions
    
    o
    
    þ
    
    o
    
    o
    
    o
    
    n/a
    
    n/a
    
    n/a
    
    n/ag.
    
    Vested Matching (Formula 1)
    
    o
    
    n/a
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    n/ah.
    
    Vested Matching (Formula 2)
    
    o
    
    n/a
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    n/ai.
    
    Vested Non-Elective (Formula 1)
    
    o
    
    n/a
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    n/a
 31




---



##### 



Withdrawal RestrictionsContribution Types

    
    A
    
    B
    
    C
    
    D
    
    E
    
    F
    
    G
    
    H
    
    Ij.
    
    Vested Non-Elective (Formula 2)
    
    o
    
    n/a
    
    o
    
    o
    
    o
    
    o
    
    o
    
    o
    
    n/ak.
    
    Safe Harbor Matching
    
    o
    
    n/a
    
    n/a
    
    o
    
    þ
    
    n/a
    
    n/a
    
    n/a
    
    n/al.
    
    Safe Harbor Non-Elective
    
    o
    
    n/a
    
    n/a
    
    o
    
    o
    
    n/a
    
    n/a
    
    n/a
    
    n/am.
    
    Qualified Non-Elective
    
    o
    
    n/a
    
    n/a
    
    o
    
    o
    
    n/a
    
    n/a
    
    n/a
    
    n/an.
    
    Qualified Matching
    
    o
    
    n/a
    
    n/a
    
    o
    
    o
    
    n/a
    
    n/a
    
    n/a
    
    n/a
 Withdrawal Restriction KeyA.
    
    Not available for in-service withdrawals.B.
    
    Available for in-service withdrawals without restrictions.C.
    
    Participants having completed five (5) years of Plan
participation may elect to withdraw all or any part of their Vested Account
Balance.D.
    
    Participants may withdraw all or any part of their Account
Balance after having attained the Plans Normal Retirement Age (Normal
Retirement Age cannot be less than age 591/2 for in-service withdrawal of
Elective Deferrals, Roth Elective Deferrals, Safe Harbor Contributions, QMACs
or QNECs).E.
    
    Participants may withdraw all or any part of their Vested
Account Balance after having attained age 591/2
(not less than age 591/2).F.
    
    Participants may elect to withdraw all or any part of their
Vested Account Balance which has been credited to their account for a period in
excess of two (2) years.G.
    
    Available for withdrawal only if the Participant is 100% vested
(an election at (C), (D), (E), or (F) must also be made).H.
    
    All requirements selected in (C) through (G) above must be
satisfied prior to a distribution being made from the Plan.I.
    
    Available for withdrawal if a qualified reservist
distribution, as defined in Code Section 72(t)(2)(G)(iii).
 o
    
    3.
    
    In-service withdrawals may be made to Participants who have attained age 701/2.
 B.
    
    Hardship Withdrawals:Prior to age 591/2, a Participant may withdraw balances attributable to Elective Deferrals
(including Roth Elective Deferrals, if applicable) for reason of Hardship only. Safe Harbor
Contributions, Qualified Matching Contributions, and Qualified Non-Elective Contributions
are not available for Hardship distributions.
 o
    
    1.
    
    Hardship withdrawals are not permitted in the Plan.þ
    
    2.
    
    Hardship withdrawals are permitted in the Plan and will be taken from the
Participants account as follows (select one or more of these options):
 o
    
    a.
    
    Participants may withdraw Elective Deferrals.þ
    
    b.
    
    Participants may withdraw Elective Deferrals and any earnings
credited as of December 31, 1988 (or if later, the end of the last Plan Year
ending before July 1, 1989).o
    
    c.
    
    Participants may withdraw Roth Elective Deferrals.o
    
    d.
    
    Participants may withdraw Rollover Contributions plus their
earnings.o
    
    e.
    
    Participants may withdraw vested Non-Elective Contributions
(Formula 1) plus their earnings.o
    
    f.
    
    Participants may withdraw vested Non-Elective Contributions
(Formula 2) plus their earnings.
 32




---



##### 



o
    
    g.
    
    Participants may withdraw fully vested Non-Elective
Contributions (Formula 1) plus their earnings.o
    
    h.
    
    Participants may withdraw fully vested Non-Elective
Contributions (Formula 2) plus their earnings.o
    
    i.
    
    Participants may withdraw vested Employer Matching
Contributions (Formula 1) plus their earnings.o
    
    j.
    
    Participants may withdraw vested Employer Matching
Contributions (Formula 2) plus their earnings.o
    
    k.
    
    Participants may withdraw Qualified Matching Contributions and
Qualified Non-Elective Contributions plus their earnings, and the earnings on
Elective Deferrals which have been credited to the Participants account as of
December 31, 1988 (or if later, the end of the last Plan Year ending before
July 1, 1989).
 XIV.
    
    LOAN PROVISIONSo
    
    A.
    
    Participant loans are not available from the Plan.þ
    
    B.
    
    Participant loans are permitted in accordance with the Employers established loan
procedures.þ
    
    C.
    
    Loan payments will be suspended under the Plan as permitted under Code Section 414(u) in
compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.XV.
    
    INVESTMENT MANAGEMENT
 A.
    
    Investment Management Responsibility:o
    
    1.
    
    The Employer shall appoint a discretionary Trustee to manage the assets of the
Plan.o
    
    2.
    
    The Employer shall retain investment management responsibility and/or
authority. Unless otherwise appointed, the Trustee shall act in a nondiscretionary
capacity.þ
    
    3.
    
    The party designated below shall be responsible for the investment of the
Participants account. By selecting a box, the Employer is making a designation as to
who will have authority to issue investment directives with respect to the specified
contribution type (check all applicable boxes):
 Trustee
    
    Employer
    
    Participanta.
    
    All Contributions
    
    n/a
    
    n/a
    
    þb.
    
    Elective Deferrals/Roth Elective Deferrals
    
    o
    
    o
    
    oc.
    
    Voluntary After-tax Contributions
    
    o
    
    o
    
    od.
    
    Required After-tax Contributions
    
    o
    
    o
    
    oe.
    
    Safe Harbor Contributions
    
    o
    
    o
    
    of.
    
    Matching Contributions (Formula 1)
    
    o
    
    o
    
    og.
    
    Matching Contributions (Formula 2)
    
    o
    
    o
    
    oh.
    
    QMACs
    
    o
    
    o
    
    oi.
    
    QNECs
    
    o
    
    o
    
    oj.
    
    Non-Elective Contributions (Formula 1)
    
    o
    
    o
    
    ok.
    
    Non-Elective Contributions (Formula 2)
    
    o
    
    o
    
    ol.
    
    Rollover Contributions
    
    o
    
    o
    
    o
 33




---



##### 



To the extent that Participant self-direction was previously permitted, the Employer
shall have the right to either make the assets part of the general fund, or leave
them as self-directed subject to the provisions of the Basic Plan Document.
 B.
    
    Limitations on Participant Directed Investments:þ
    
    1.
    
    Participants are permitted to invest among only those investment alternatives
made available by the Employer under the Plan.o
    
    2.
    
    Participants are permitted to invest in any investment alternative permitted
under the Basic Plan Document.
 o
    
    C.
    
    Insurance:The Plan permits life insurance as an investment alternative.
 XVI.
    
    DISTRIBUTION OPTIONSA.
    
    Timing of Distributions[both (1) and (2) must be completed]:
 1.
    
    Distributions payable as a result of termination for reasons other than death,
Disability or retirement shall be paid c [select from the list at (A)(3)
below].2.
    
    Distributions payable as a result of termination for death, Disability or
retirement shall be paid c [select from the list at (A)(3) below].3.
    
    Distribution Options:
 a.
    
    As soon as administratively feasible on or after the Valuation
Date following the date on which a distribution is requested or is otherwise
payable.b.
    
    As soon as administratively feasible following the close of the
Plan Year during which a distribution is requested or is otherwise payable.c.
    
    As soon as administratively feasible following the date on
which a distribution is requested or is otherwise payable. (This option is
recommended for daily valuation plans.)d.
    
    As soon as administratively feasible after the close of the
Plan Year during which the Participant incurs  [cannot be more
than five (5)] consecutive one (1) year Breaks in Service.e.
    
    Only after the Participant has attained the Plans Normal
Retirement Age or Early Retirement Age, if applicable.
 B.
    
    Required Beginning Date:The Required Beginning Date of a Participant with respect to the Plan is (select one from
below):
 o
    
    1.
    
    The April 1of the calendar year following the calendar year in
which the Participant attains age 701/2.o
    
    2.
    
    The April 1 of the calendar year following the calendar year in which the
Participant attains age 701/2 except that distributions to a Participant (other than a 5%
owner) with respect to benefits accrued after the later of the adoption of this Plan or
Effective Date of the amendment of this Plan must commence no later than the April 1 of
the calendar year following the later of the calendar year in which the Participant
attains age 701/2 or the calendar year in which the Participant retires.þ
    
    3.
    
    The later of the April 1 of the calendar year following the calendar year in
which the Participant attains age 701/2 or retires except that distributions to a 5%
owner must commence by the April 1 of the calendar year following the calendar year in
which the Participant attains age 701/2.
 34




---



##### 



Option (3) may only be elected if (i) it corresponds to an amendment previously made to the
Plan pursuant to Regulation Section 1.411(d)-4, Q&A-10(b), or (ii) it does not eliminate an
age 701/2 distribution option as described in the preceding Regulation because either (A) the
Plan is a new Plan or (B) Section XIII(A)(3) is checked or the Plan already offers a
pre-retirement distribution at least as generous as Section XIII(A)(3).C.
    
    Minimum Distribution Requirements:
 þ
    
    1.
    
    Election to Apply Five (5) Year Rule to Distributions to Designated
Beneficiaries: If the Participant dies before distributions begin and there is a
Designated Beneficiary, distribution to the Designated Beneficiary is not required to
begin by the date specified in the Basic Plan Document but the Participants entire
interest will be distributed to the Designated Beneficiary by December 31 of the
calendar year containing the fifth anniversary of the Participants death.þ
    
    2.
    
    Election to Allow Participants or Beneficiaries to Elect Five (5) Year Rule:Participants or Beneficiaries may elect on an individual basis whether the five (5)
year rule or the life expectancy rule described in the Basic Plan Document applies to
distributions after the death of a Participant who has a Designated Beneficiary. The
election must be made no later than the earlier of September 30 of the calendar year in
which distribution would be required to begin under the Plan, or by September 30 of the
calendar year which contains the fifth anniversary of the Participants (or, if
applicable, surviving Spouses) death. If neither the Participant nor Beneficiary
makes an election under this paragraph, distributions will be made in accordance with
Article VII of the Basic Plan Document and, if applicable, the elections in Section
XVI(C)(1) above.
 D.
    
    Forms of Payment(select all that apply):The normal form of payment is determined at Section III(J) of this Adoption Agreement. If
option (1) or no selection is made in Section III(J), then options (4), (5) and (6) in this
section cannot be selected.
 þ
    
    1.
    
    Lump sum.þ
    
    2.
    
    Installment payments.o
    
    3.
    
    Partial payments; the minimum amount will be $.o
    
    4.
    
    Life annuity.o
    
    5.
    
    Term certain annuity with payments guaranteed for  years [not to
exceed twenty (20)].o
    
    6.
    
    Joint and o 50%, o
66-2/3%, o 75% or  o 100% survivor annuity. [NOTE: If the
Qualified Joint and Survivor Annuity selected in III.J.3. of the Adoption Agreement is
50% or 66 2/3%, then the 75% survivor annuity box must be one of the boxes checked in
this item D.6. If the Qualified Joint and Survivor Annuity selected in III.J.3. of the
Adoption Agreement is 75% or 100%, then the 50% survivor annuity box must be one of the
boxes checked in this item D.6.]
 E.
    
    Type of Payment(select all that apply):þ
    
    1.
    
    Cash.o
    
    2.
    
    Employer securities.o
    
    3.
    
    Other marketable securities.o
    
    4.
    
    Other: (fill in the blank with the type of other in-kind
distributions allowed under the Plan).F.
    
    Application of Involuntary Cash-out Provisions:o
    
    1.
    
    The Plan shall not make involuntary cash-outs to any terminated vested
Participant. Distributions will only be made with the consent of the Participant.þ
    
    2.
    
    The Plan shall make involuntary cash-outs to a terminated vested Participant as
follows:
 o
    
    a.
    
    The Plan shall make involuntary cash-out distributions of
Vested Account Balances of less than $200. Distribution of amounts $200 or
greater shall only be made with the consent of the Participant.
 35




---



##### 



þ
    
    b.
    
    The Plan shall make involuntary cash-out distributions of
Vested Account Balances of $1,000 or less. Distribution of amounts greater
than $1,000 shall only be made with the consent of the Participant.
 3.
    
    When determining the value of the Participants nonforfeitable account balance
for purposes of the Plans involuntary cash-out rules, the Plan elects to:o
    
    a.
    
    exclude Rollover Contributions.þ
    
    b.
    
    include Rollover Contributions.If no selection is made, the Plan will exclude Rollover Contributions when
determining the value of the Participants nonforfeitable account balance for
involuntary cash-out purposes. Rollover Contributions, if any, will always be
included when determining whether the $1,000 threshold has been exceeded.
 G.
    
    Automatic Rollovers:Do not complete if a selection has been made at Section XVI(F)(1) or (2) above.
 o
    
    1.
    
    The Plan shall make automatic rollovers of Vested Account Balances that are
greater than $1,000 but are not more than $5,000 in accordance with the provisions of
Article VI of the Basic Plan Document.o
    
    2.
    
    The Plan shall make automatic rollovers of Vested Account Balances that are not
more than $5,000 in accordance with the provisions of Article VI of the Basic Plan
Document.
 H.
    
    Distribution Upon Severance from Employment:
 þ
    
    1.
    
    Not applicable.o
    
    2.
    
    Distribution upon severance from employment as described in the Basic Plan
Document shall apply for distributions after
 (no earlier than December 31,
2001) regardless of when the severance from employment occurred.o
    
    3.
    
    Distribution upon severance from employment as described in the Basic Plan
Document shall apply for distributions after
 (no earlier than December 31,
2001) for severance from employment occurring after  (enter the Effective
Date if different than the Effective Date above).
 I.
    
    Direct Rollovers:For purposes of the direct rollover provisions of the Plan, the following will also be
treated as Eligible Rollover Distributions in 2009 (check one or none):
 þ
    
    1.
    
    2009 RMDs and Extended 2009 RMDs (both as defined in the Plan).o
    
    2.
    
    2009 RMDs (as defined in the Plan) but only if paid with an additional amount
that is an Eligible Rollover Distribution without regard to Code Section 401(a)(9)(H).
 36




---



##### 



XVII.
    
    SIGNATURESCompletion of this Adoption Agreement requires consideration of complex tax and legal issues. The
Employer should consult with or should obtain the advice of its legal counsel and/or tax advisor
before executing this Adoption Agreement. By executing this Adoption Agreement, the Employer
acknowledges that it is a legal document with significant tax and legal ramifications. The
Employer understands that its failure to properly complete or amend this Adoption Agreement may
result in failure of the Plan to qualify or in disqualification of the Plan.
 A.
    
    Employer: Sterling Chemicals, Inc.This Adoption Agreement and the corresponding provisions of the Basic Plan Document are
adopted by the Employer
this
day of
,
.Executed on behalf of the Employer by:Title:Signature:
 B.
    
    Trust Agreement:o
    
    Plan assets will be invested in group annuity contracts. There is no Trustee and the terms
of the contract(s) will apply.o
    
    Plan assets are held in a tax qualified Trust. The Trust provisions used will be as
contained in the Basic Plan Document.þ
    
    Plan assets are held in a tax qualified Trust. The Trust provisions used will be as
contained in the accompanying executed Trust Agreement between the Employer and the Trustee
attached hereto.C.
    
    Trustee:þ
    
    The Trustee appointed shall act in the capacity of a non-discretionary directed Trustee.o
    
    The Trustee appointed shall act in the capacity of a discretionary Trustee.Name and address of Trustee:Not applicable.The Employers Plan as
contained herein is accepted by the Trustee this day of
, .
 Accepted on behalf of the Trustee by:Title:Signature:Accepted on behalf of the Trustee by:Title:Signature:
 37




---



##### 



SCHEDULE A
 PROTECTED BENEFITS
  Plan Provision: In-service withdrawals of prior non-safe harbor matching contributions are
allowed at age 59 1/2 and under the age of 59 1/2 if the Matching Contributions
have been in the Plan
for 24 months.
 Effective Date: January 1, 2009
 Plan Provision: Employer contributions made prior to January 1, 2009, will be subject to a
vesting schedule equal to 1 Year of Service  20% ; 2 Years of Service- 100%.
 Effective Date: January 1, 2009
 Plan Provision:
 Effective Date:
 Plan Provision:
 Effective Date:
 Plan Provision:
 Effective Date:
 38




---



##### 



SCHEDULE B
 PRIOR PLAN PROVISIONS
  Plan Provision:
 Effective Date:
 Plan Provision:
 Effective Date:
 Plan Provision:
 Effective Date:
 Plan Provision:
 Effective Date:
 Plan Provision:
 Effective Date:
 39




---



##### 



SCHEDULE C
 SAFE HARBOR ELECTIONS FOR FLEXIBLE NON-ELECTIVE CONTRIBUTION
   
 
 
 
 
 40




---



##### 



SCHEDULE D
MISCELLANEOUS ADMINISTRATIVE ELECTIONS
  þ ERISA Section 404(c):
 o Hardship Withdrawals on Behalf of Primary Beneficiaries: NOT
 41




---



##### 



SCHEDULE E
 BASIC PLAN DOCUMENT MODIFICATIONS
  1.
    
    Article:
    
    , Section:
    
    , Provision:Example:
Article I, Section 1.29, Provision: Early Retirement Age2.
    
    Article:
    
    , Section:
    
    , Provision:3.
    
    Article:
    
    , Section:
    
    , Provision:4.
    
    Article:
    
    , Section:
    
    , Provision:5.
    
    Article:
    
    , Section:
    
    , Provision:
 42