NONSTANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASHORDEFERREDPROFIT-SHARING PLAN Sponsored by Wells Fargo Bank, N.A.

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

I.    EMPLOYER INFORMATION

A.    Name And Address:

Connecticut Water Company

93 West Main Street

Clinton, CT ###-###-####

    

B.    Telephone Number: 860 ###-###-####

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

D.    Form Of Business:

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

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

[x]    3.    Corporation        [ ]    7.                    

[ ]    4.    S Corporation

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

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

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

G.    Three Digit Plan Number: 003

H.    Employer’s Tax Year End: December 31

I.    Employer’s Business Code: 221300

II.    EFFECTIVE DATE

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.

This is an amendment and/or restatement of an existing Plan. The initial Effective Date of the Plan was January 1, 1985. The Effective Date of this amendment and/or restatement is January 1, 2012. The Effective Date of the restated Plan may be no earlier than for Plan Years beginning after December 31, 2001.

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.)

D.    Effective Date for Elective Deferrals:

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

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

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

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

III.    DEFINITIONS

A.    “Compensation”

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

1.    Compensation Definition:

b.    Compensation paid during the entire Plan Year.

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

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

c.    Bonuses

d.    Commissions

[x]    1.    As defined in the Basic Plan Document #01 [Plan defaults to this election].

[ ]    2.    As defined in the Employer’s Disability Insurance Plan.

    

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

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

        

D.    “Hours Of Service”

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

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

[x]    2.    On the basis of actual hours for which an Employee is paid or entitled to payment [Plan defaults to this election].

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

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

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

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

[x]    1.    Not applicable. Either the Plan's allocation formula is not integrated with Social Security or there are no Non-Elective Employer Contributions being made to the Plan [Plan defaults to this election].

[ ]    2.    The Taxable Wage Base.

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

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

[ ]    5.    One dollar over 80% of the Taxable Wage Base.

[ ]    6.    20% of the Taxable Wage Base.

F.    “Limitation Year”

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

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

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

G.    “Net Profit”

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

c.    Net Profits are required for the following types of contributions:

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

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

[ ]    iii.    Employer QNEC and QMAC Contributions.

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

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

H.    “Plan Year”

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

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

I.    “QDRO Payment Date”

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):

a.    Daily valued.

b.    The last day of each month.

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

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

e.    Other:                                 .

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

IV.    ELIGIBILITY REQUIREMENTS

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

*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.

1.    No Service requirement.

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).

    

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

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

3.    Employees compensated on an hourly basis.

4.    Employees compensated on a salaried basis.

5.    Employees compensated on a commission basis.

6.    Leased Employees.

7.    Highly Compensated Employees.

8.    Key Employees.

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

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:

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.

    

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.

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 (20½).

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.

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).

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.

The waiver above applies to:

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

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

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

3.    The Normal Retirement Date shall be:

    

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

B.    Early Retirement:

3.    The Early Retirement Date shall be:

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

    

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

VI.    CONTRIBUTIONS TO THE PLAN

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

1.    Participants shall be permitted to make Elective Deferrals:

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

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

[x]    c.    in a flat dollar amount from a minimum of $500.00 (may be no less than $500) to a maximum of $_____________, [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable] not to exceed ______% (no more than 100%) of their Compensation.

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

[ ]    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.

[ ]    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.

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

1.        RESERVED

[ ]    2.    Automatic Deferrals:

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

 

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

    

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

[ ]    b.    A percentage determined by the Employee.

G.    Rollover Contributions:

[ ]    1.    The Plan does not accept Rollover Contributions.

[x]    2.    Rollover Contributions may be made:

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

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

H.    Deemed IRA Contributions/Reserved:

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

    

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

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

[x]    I.    Safe Harbor Plan Provisions:

If the Safe Harbor Plan provisions are elected, the nondiscrimination tests at Article XI of the Basic Plan Document #01 are not applicable. Safe Harbor Contributions made are subject to the withdrawal restrictions of Code Section 401(k)(2)(B) and Treasury Regulation Section 1.401(k)-1(d); such contributions (and earnings thereon) must not be distributable earlier than severance from employment, death, Disability, an event described in Code Section 401(k)(10), or in the case of a profit-sharing or stock bonus plan, the attainment of age 59½. Safe Harbor Contributions are NOT available for Hardship withdrawals.

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

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

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

1.    Safe Harbor Tests:

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

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

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

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

[ ]    ii.    on a monthly basis.

[ ]    iii.    on a Plan Year quarterly 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.

[ ]    J.    Matching Employer Contribution:

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.

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:                         

1.    Matching Contribution Formulas:

        

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

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

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

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

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

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

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.

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

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

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

of Compensation or $__________ [may be no more than the Code Section 402(g) limit and Code Section 414(v) limit, if applicable].

        

b.    Weekly                f.    Quarterly

c.    Bi-weekly            g.    Semi-annually

d.    Semi-monthly            h.    Annually

                    

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

    

 

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

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

    

[x]    K.     Non-Elective Employer Contributions:        

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

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.

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.

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

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

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

[ ]    a.    _____ year(s) of age.

[ ]    b.    _____ Year(s) of Service determined:

[ ]    i.    In the same manner as determined for eligibility.

[ ]    ii.    In the same manner as determined for vesting.

[ ]    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).

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

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

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

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

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

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

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

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

[ ]    a.    All eligible Participants.

[ ]    b.    Only eligible Participants who are Non-Highly Compensated Employees.

[ ]    a.    All eligible Participants.

[ ]    b.    Only eligible Participants who are Non-Highly Compensated Employees.

under Code Section 415. This part of the Employer's contribution shall be fully vested when made.

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

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

 

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

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

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

[x]    M.    Additional Adopting Employers:

[x]    1.    All participating Employers’ contributions and forfeitures, if applicable, attributable to each specific contribution source made by such Employer shall be pooled together and allocated uniformly among all eligible Participants.

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

                             

A.    Allocation Accrual Requirements:

[x]    1.    There are no allocation requirements for Participants to receive any contribution made to the Plan; however, a Participant must have received Compensation from the Employer to be entitled to an allocation of contributions.

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

            

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

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

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

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

All     Match     Match Non-Elective Non-Elective

Contributions Formula 1 Formula 2 Formula 1 Formula 2 QNEC     QMAC

a.    The Hours of Service or Period of

Service requirement above will be

waived if termination is due to:

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

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

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

Discriminatory in

operation):

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

b.    The last day of employment

requirement above will be

waived if termination is due to:

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

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

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

Discriminatory in

operation):

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

[ ]    B.    Contributions to Disabled Participants:

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

VIII.    DISPOSITION OF FORFEITURES

A.    Forfeiture Allocation Alternatives:

[x]    1.    Not applicable; all contributions are fully vested.

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

    

All Non-Safe Harbor    All Other

Disposition Method    Matching Contributions    Contributions

        

a.    Restoration of Participant’s forfeitures.                                

b.    Used to offset Plan expenses.         __________    ______________

c.    Used to reduce the Employer’s

Non-Elective Contribution.                                

d.    Used to reduce the Employer’s

Matching Contribution.                                

e.    Added to the Employer’s contribution

(other than Matching Contributions or

Base Integration Formula) under the Plan.                                

f.    Added to the Employer’s Matching

Contribution under the Plan (these

contributions will be subject to ACP Testing).      ___    _________ _____________

g.    Allocate to all Participants

eligible to share in the allocations

in the same proportion that each

Participant’s Compensation for the

year bears to the Compensation of all

other Participant’s for such year.            N/A                    

h.    Allocate to all NHCEs eligible to share

in the allocations in proportion to each such

Participant’s Compensation for the year.            N/A                    

i.    Allocate to all NHCEs eligible to share in the

allocations in proportion to each such

Participant’s Elective Deferrals for the year.                    N/A        

j.    Allocate to all Participants eligible to share in

the allocations in the same proportion that

each Participant’s Elective Deferrals for the year

bears to the Elective Deferrals of all Participants

for such year.                        N/A        

    

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

B.    Timing of Allocation of Forfeitures:

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

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

[ ]    1.    during the Plan Year following the Plan Year in which the forfeiture arose.

IX.    MULTIPLE PLANS MAINTAINED BY THE EMPLOYER AND TOP-HEAVY CONTRIBUTIONS

[x]    A.    Plans Maintained By The Employer:

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

    

[x] 1.    The provisions of Article X of the Basic Plan Document #01 will apply as if the other plan were a Master or Prototype Plan.

        

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

                

B.    Top-Heavy Provisions:

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

[x]    1.    The minimum contribution will be satisfied by this Plan.

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

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

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

[ ]    b.    only eligible non-Key Employees who are Participants.

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

X.    NONDISCRIMINATION TESTING

    

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

[x]    1.    The Plan is not subject to ADP or ACP testing. The Plan does not offer Voluntary After-tax or Required After-tax Contributions and it either meets the Safe Harbor provisions of Section VI(I) of this Adoption Agreement, or it does not benefit any Highly Compensated Employees.

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

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

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

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

B.    Testing Elections for the First Plan Year:

[ ]    C.    Recharacterization:

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

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

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

XI.    VESTING

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

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

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

[x]    1.    Not applicable. All contributions are fully vested.

[ ]    2.    Elapsed Time method.

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

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

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:

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).

Vesting Schedule Chart        Employer Contribution Type

1            All Employer Contributions

            Matching Contribution (Formula 1)

            Matching Contribution (Formula 2)

            Match on Voluntary After-tax Contributions

            Match on Required After-tax Contributions

            Match on 403(b) Deferrals

1            Non-Elective Contribution (Formula 1)

            Non-Elective Contribution (Formula 2)

1            Top-Heavy Minimum Contribution

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

C.    Service Disregarded for Vesting:

[x]    1.    Not applicable. All Service is recognized.

[ ]    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.

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

[ ]    B.    The Plan will recognize Service with all Predecessor Organizations.

[x]    C.    Service with the following organization(s) will be recognized for the Plan purpose indicated:

Allocation

Eligibility     Accrual    Vesting

Attach additional pages as necessary.

    

Distribution restrictions apply in the case of Elective Deferrals (including Roth Elective Deferrals, if applicable), Safe Harbor Contributions, Qualified Matching Contributions and Qualified Non-Elective Contributions, including the withdrawal restrictions prior to attainment of age 59½.

A.    In-Service Withdrawals:

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

Contribution Types        A    B    C    D    E    F    G    H    

A.        Not available for in-service withdrawals.

B.    Available for in-service withdrawals without restrictions.

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

D.    Participants may withdraw all or any part of their Account Balance after having attained the Plan’s Normal Retirement Age (Normal Retirement Age cannot be less than age 59½ for in-service withdrawal of Elective Deferrals, Roth Elective Deferrals, Safe Harbor Contributions, QMACs or QNECs).

E.    Participants may withdraw all or any part of their Vested Account Balance after having attained age 59.5 (not less than age 59½).

        

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.

[x]    3.    In-service withdrawals may be made to Participants who have attained age 70½.

Prior to age 59½, a Participant may withdraw balances attributable to Elective Deferrals (including Roth Elective Deferrals, if applicable) for reason of Hardship only. Safe Harbor Contributions, Qualified Matching Contributions, and Qualified Non-Elective Contributions are not available for Hardship distributions.

[ ]    1.    Hardship withdrawals are not permitted in the Plan.

[x]    a.    Participants may withdraw Elective Deferrals.

[ ]    c.    Participants may withdraw Roth Elective Deferrals.

[ ]    d.    Participants may withdraw Rollover Contributions plus their earnings.

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

XIV.    LOAN PROVISIONS

[ ]    A.     Participant loans are not available from the Plan.

[x]    B.    Participant loans are permitted in accordance with the Employer’s established loan procedures.

XV.    INVESTMENT MANAGEMENT

A.    Investment Management Responsibility:

[x]    3.    The party designated below shall be responsible for the investment of the Participant’s account. By selecting a box, the Employer is making a designation as to who will have authority to issue investment directives with respect to the specified contribution type (check all applicable boxes):

Trustee            Employer    Participant

b.    Elective Deferrals/Roth Elective Deferrals    [ ]    [ ]    [ ]

c.    Voluntary After-tax Contributions     [ ]         [ ]         [ ]

d.    Required After-tax Contributions    [ ]    [ ]    [ ]

e.    Safe Harbor Contributions    [ ]    [ ]    [ ]

f.    Matching Contributions (Formula 1)    [ ]    [ ]    [ ]

g.    Matching Contributions (Formula 2)    [ ]    [ ]    [ ]

h.    QMACs        [ ]    [ ]    [ ]

i.    QNECs        [ ]    [ ]    [ ]

    

j.    Non-Elective Contributions (Formula 1)    [ ]    [ ]    [ ]

k.    Non-Elective Contributions (Formula 2)    [ ]    [ ]    [ ]

l.    Rollover Contributions        [ ]    [ ]    [ ]

m.    Deemed IRA Contributions    [ ]    [ ]    [ ]

[ ]    C.    Insurance:

The Plan permits life insurance as an investment alternative.

XVI.    DISTRIBUTION OPTIONS

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

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

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

3.    Distribution Options:

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

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

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

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

B.    Required Beginning Date:

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

Option (3) may only be elected if (i) it corresponds to an amendment previously made to the Plan pursuant to Regulations Section 1.411(d)-4, Q&A-10(b), or (ii) it does not eliminate an age 70½ distribution option as described in the preceding Regulations because either (A) the Plan is a new Plan or (B) Section XIII(A)(3) is checked or the Plan already offers a pre-retirement distribution at least as generous as Section XIII(A)(3).

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

[x]    1.    Lump sum.

[x]    2.    Installment payments.

[ ]    3.    Partial payments; the minimum amount will be $___________.

[ ]    4.    Life annuity.

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

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

[x]    1.    Cash.

[x]    2.    Employer securities.

    

[ ]    3.    Other marketable securities.

[ ]    4.    Other:                                      (fill in

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

F.    Application of Involuntary Cash-out Provisions:

[x]    2.    The Plan shall make involuntary cash-outs to a terminated vested Participant as follows:

[x]    b.    include Rollover Contributions.

G.    Automatic Rollovers:

H.    Distribution Upon Severance from Employment:

[ ]    1.    Not applicable.

XVII.    SPONSOR INFORMATION AND ACCEPTANCE

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

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

Name:                    Elizabeth H. Festa

Title:                    Vice President

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

(Position): Vice President    (Phone Number):203 ###-###-####

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

XVIII.    SIGNATURES

A.    Employer:

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

Executed on behalf of the Employer by:    Kristen A Johnson

Title:                    Vice President, Human Resources

Signature:                                        

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

B.    Trust Agreement/Custodial Agreement:

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

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

    

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

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

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

C.    Trustee:

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

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

Name and address of Trustee:

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

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

Title:                Vice President

Signature:                                        

Accepted on behalf of the Trustee by:                            

Title:                                        

Signature:                                        

Accepted on behalf of the Trustee by:                            

Title:                                    _________        

Signature:                _____                        

    

D.    Custodian:

Name and address of Custodian:

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

Accepted on behalf of the Custodian by:                         

Title:                                        

Signature:                _____                        

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

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

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

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

A.    PARTICIPATING EMPLOYER:

Name and address of any Participating Employer.

Phone Number:                     Tax ID Number:             

B.    EFFECTIVE DATE:

The Effective Date of the Plan for the Participating Employer is: The Closing Date of the purchase of Aqua Maine, Inc. by Connecticut Water Service, Inc.

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

Name of Plan: Savings Plan of the Connecticut Water Company

Original Effective Date: January 1, 1985

C.    SIGNATURES:

Executed on behalf of the Participating Employer by:                         

Title:                                                

Signature:                                            

Executed on behalf of the Signatory Sponsoring

Employer by:                     Kristen A Johnson

Title:                        Vice President, Human Resources

Signature:                                            

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

Title:                        Vice President

Signature:                                            

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

1.    Plan Provision:

2.    Plan Provision:

5.    Plan Provision:

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

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

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

    

Name:                                             

Address:    

Phone:                                             

The initial IRA setup fee shall be:                                 

The initial IRA setup fee shall be paid by:                             

The IRA Provider’s annual fee shall be: