Client No. B39 ADOPTION AGREEMENT FOR NORTHEAST COMMUNITY BANK EMPLOYEES SAVINGS & PROFIT SHARING PLAN AND TRUST

EX-10.3 9 dex103.htm EXHIBIT 10.3 Exhibit 10.3

Exhibit 10.3

ADOPTION AGREEMENT

For NorthEast Community Bank Employees’

Savings & Profit Sharing Plan and Trust

Client No. B39

ADOPTION AGREEMENT

FOR

NORTHEAST COMMUNITY BANK

EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN AND TRUST

Name of Employer: NorthEast Community Bank

Address: 325 Hamilton Avenue, White Plains, NY 10601

Telephone Number: (914) 684-2500 FAX: (914) ###-###-####

Contact Person: Donna J. Lockwood, VP & Director Human Resources

Name of Plan: NorthEast Community Bank Employees’ Savings & Profit Sharing Plan and Trust

THIS ADOPTION AGREEMENT, upon execution by the Employer and the Trustee, and subsequent approval by a duly authorized representative of Pentegra Services, Inc. (the “Sponsor”), together with the Sponsor’s Employees’ Savings & Profit Sharing Plan and Trust Agreement (the “Agreement”), shall constitute the NorthEast Community Bank Employees’ Savings & Profit Sharing Plan and Trust (the “Plan”). The terms and provisions of the Agreement are hereby incorporated herein by this reference; provided, however, that if there is any conflict between the Adoption Agreement and the Agreement, this Adoption Agreement shall control.

The elections hereinafter made by the Employer in this Adoption Agreement may be changed by the Employer from time to time by written instrument executed by a duly authorized representative thereof; but, in accordance with IRS Revenue Procedure 2005-16, 200-10 I.R.B. 674, if any other provision hereof or any provision of the Agreement is changed by the Employer other than to satisfy the requirements of Section 415 or 416 of the Internal Revenue Code of 1986, as amended (the “Code”), because of the required aggregation of multiple plans, or if as a result of any change by the Employer the Plan fails to obtain or retain its tax-qualified status under Section 401(a) of the Code, the Employer shall be deemed to have amended the Plan evidenced hereby and by the Agreement into an individually designed plan, in which event the Sponsor shall thereafter have no further responsibility for the tax-qualified status of the Plan. However, the Sponsor may amend any term, provision or definition of this Adoption Agreement or the Agreement in such manner as the Sponsor may deem necessary or advisable from time to time and the Employer and the Trustee, by execution hereof, acknowledge and consent thereto. Notwithstanding the foregoing, no amendment of this Adoption Agreement or of the Agreement shall increase the duties or responsibilities of the Trustee without the written consent thereof.


I.	Effect of Execution of Adoption Agreement

	The Employer, upon execution of this Adoption Agreement by a duly authorized representative thereof, (choose 1 or 2):

	1.	Establishes as a new plan the Employees’ Profit Sharing Plan and Trust, effective (the “Effective Date”).

	2. X	Amends its existing defined contribution plan and trust Fourth Federal Savings Bank 401(k) Plan dated September 23, 2003, in its entirety into the NorthEast Community Bank Employees’ Savings & Profit Sharing Plan and Trust, effective May 1, 2006, except as otherwise provided herein or in the Agreement (the “Effective Date”).

II.	Definitions

	A.	“Compliance Testing Method” means the prior year testing method unless the Employer elects to use current year testing for determining the actual deferral percentages and actual contribution percentages by checking this line. x

	Note:	Whichever testing method is selected (prior year testing or current year testing); it must apply to both the actual deferral percentage test and the actual contribution percentage test.

	B. Employer

	1. “Employer,” for purposes of the Plan, shall mean:

			NorthEast Community Bank

	The Employer is (indicate whichever may apply):

		a)	A member of a controlled group of corporations under Section 414(b) of the Code.

		b)	A member of a group of entities under common control under Section 414(c) of the Code.

		c)	A member of an affiliated service group under Section 414(m) of the Code.

		d) X	A corporation.

		e)	A sole proprietorship or partnership.

		f)	A Subchapter S corporation.

		g)	Other .

	2.	Employer’s Taxable Year Ends on 12/31

	3.	Employer’s Federal Taxpayer Identification Number is 13-0736530.

	4.	The Plan Number for the Plan is (enter 3-digit number) 002.


C.	“Entry Date” means the first day of the (choose 1, 2, or 3):

	1.	Calendar month coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V.

	2. X	Calendar quarter (January 1, April 1, July 1, October 1) coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V.

	3.	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 the Employee satisfies the Eligibility requirements described in Section V.

D.	“Limitation Year” means the twelve (12) consecutive month period ending on (month/day). Note: If no 12 month period is selected, the Limitation Year shall be the Plan Year.

E.	“Member” means an Employee enrolled in the membership of the Plan.

F.	“Normal Retirement Age” means (choose 1 or 2):

	1. X	Attainment of age 65 (select an age not less than 55 and not greater than 65).

	2.	Later of: (i) attainment of age 65 or (ii) the fifth anniversary of the date the Member commenced participation in the Plan.

G.	“Normal Retirement Date” means the first day of the first calendar month coincident with or next following the date upon which a Member attains his or her Normal Retirement Age.

H.	“Plan Year” means the twelve (12) consecutive month period ending on (month/day).

I.	“Salary” for benefit purposes under the Plan means (choose 1, 2, 3, 4, 5):

	1.	Total taxable compensation as reported on Form W-2 (exclusive of any compensation deferred from a prior year).

	2. X	Internal Revenue Code Section 3401(a) compensation

	3.	Basic Salary only.

	4.	Basic Salary plus one or more of the following (if 3 is chosen, then choose (a) or (b), and/or (c),(d), or (e) whichever shall apply):

		a)	Commissions not in excess of $

		b)	Commissions to the extent that Basic Salary plus Commissions do not exceed $

		c)	Overtime

		d)	Overtime and bonuses

		e)	Other [specify exclusion]

	5.	Internal Revenue Code Section 415 safe harbor compensation as defined in Treasury Regulation Section 1,415-2(d)(10)


	J.	The following shall be excluded from Salary (choose (a), (b) or (c):

			a) X	Reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation (other than deferrals specified below), and welfare benefits.

			b) X	Other: bonuses, commissions, severance pay

			c)	No additional exclusions from Salary

		Note:	Member pre-tax contributions to a Section 401(k) plan are always included in Plan Salary. Qualified transportation fringe benefits under Code Section 132(f) and Member pre-tax contributions to a Section 125 cafeteria plan Section 457(b) eligible deferred compensation plan of government or tax exempt entities, Section 402(h) salary reduction Simplified Pension Plan and 403(b) Tax Deferred Annuity Plan are included in Plan Salary unless excluded under Section III below.

	K.	By checking this line X , unless specifically provided otherwise under the terms of the Plan, only Salary earned while an Employee is eligible for Membership in the Plan shall be included in Plan Salary.

III.	Salary Adjustment

	A.	Cafeteria Plan (Section 125) Salary Adjustment.

		Member pre-tax contributions to a Section 125 cafeteria plan are to be included in Plan Salary, unless the Employer elects to exclude such amounts by checking this line .

	B.	Transportation Fringe Benefit (Section 132(f) Adjustment).

		Member pre-tax contributions for qualified transportation fringe benefits under Code Section 132(f) are to be included in Plan Salary, unless the Employer elects to exclude such amounts by checking this line .

	C.	Salary Adjustment for Code Sections 402(e)(3), 402(h), 403(b) and 457(b)

		Member pre-tax contributions under Code Sections 402(e)(3), 402(h), 403(b) and 457(b) are included in Plan Salary, unless the Employer elects to exclude such amounts by checking this line .

IV.	Highly Compensated Employee Elections

	A.	Top Paid Group Election: In determining who is a Highly Compensated Employee, the Employer makes the Top Paid Group election by checking this line . 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) with compensation in excess of $90,000 (as adjusted) for the look-back year is a Highly Compensated Employee only if the Employee was in the top-paid group (i.e., the top 20% of Employees ranked on the basis of compensation paid by the Employer) for the look-back year.

	B.	Calendar Year Data Election:

		For determining which Employees are Highly Compensated Employees, the look- back year will be the 12 month period immediately preceding the determination year, except that, for non-calendar year plans, the look-back year will be the calendar year ending with or within the Plan Year for which the determination is being made by checking this line .


V.	Eligibility Requirements

	A.	All Employees shall be eligible to participate in the Plan in accordance with the provisions of Article II of the Plan, except the following Employees shall be excluded (choose whichever shall apply):

		1. X	Employees who have not attained age 18 (Insert an age from 18 to 21).

		2.	Employees who have not completed (1-11 or12) consecutive months of service or 24 months (provided, such 24 months of service is credited in accordance with applicable law)

			Note:	Employers which permit Members to make pre-tax elective deferrals to the Plan (see VII.B.2) may not elect a 24 month eligibility period With respect to such elective deferrals).

		3. X	Employees included in a unit of Employees covered by a collective bargaining agreement, if retirement benefits were the subject of good faith bargaining between the Employer and Employee representatives.

		4. X	Employees who are nonresident aliens and who receive no earned income from the Employer which constitutes income from sources within the United States.

		5.	Employees included in the following job classifications:

			a)	Hourly Employees.

			b)	Salaried Employees.

			c)	Flex staff employees (i.e.; any Employee who is not a regular full-time or part-time Employee).

			d)	Short-term Employees ( i.e.; employees who are hired under a written agreement which precludes membership in the Plan and provides for a specific period of employment not in excess of one year).

			e)	Acquired Employees

			f)	Leased Employees.

			g)	Other

		6.	Employees of the following employers which are aggregated under Section 414(b), 414(c) or 414(m) of the Code:





		Note:	If no entries are made above, all Employees shall be eligible to participate in the Plan on the later of: (i) the Effective Date, (ii) the first day of the calendar month, (iii) the first day of the calendar quarter, or (iv) the earlier of the first day of the Plan Year or the first day of the seventh month of the Plan Year (as designated by the Employer in Section II.C.) coinciding with or immediately following the Employee’s Date of Employment or, as applicable, Date of Reemployment.


B.	The eligibility requirement period established in Section V(A) above shall be applicable to (choose 1 or 2):

	1. X	All Employees.

	2.	Future Employees only.

C.	Such Eligibility requirements established above shall be (choose 1 or 2):

	1. X	Applied to the designated Employee group on and after the Effective Date of the Plan.

	2.	Waived for the consecutive month period (may not exceed 12) beginning on the Effective Date of the Plan.

D.	Service Crediting Method for Eligibility (Choose 1, 2 or 3):

	Note:	In the event your Plan provides for immediate eligibility under Section V.A. but provides for a Service Eligibility requirement for purposes of receiving any Employer contributions under Section V.E.1, you must choose a Service Crediting Method for Eligibility below.

	1.	Not applicable. There is no service required for eligibility and receipt of Employer Contributions.

	2. X	Hour of service method (Choose a or b):

		a) X	The actual number of Hours of Employment.

		b)	190 Hours of Employment for each month in which the Employee completes at least one hour of Employment.

	3.	Elapsed time method.

E.	Requirements to Commence Receipt of Employer Contributions.

	1. X	Employer Contributions shall be allocated to Member’s Accounts in accordance with Article III of the Plan, except that the following Member’s will not be entitled to Employer contributions (choose (a) or (b), (c), or (d)):

		a)	No additional requirements apply. (The eligibility requirements under Section V.A above apply to Employer Contributions); or

		b) X	Members who have not attained age 18 (Insert an age from 18 to 21);

		c) X	Member’s who have not completed 12 (1 - 12) consecutive months of service; and/or

		d)	Members who have not completed 24 months of service (may only be selected for the purpose of eligibility to receive Profit Sharing contributions under the Plan).

	2.	In accordance with the requirements of Section V.E.1., Member’ shall become eligible to commence receipt of Employer Contributions effective as of (choose a, b, or c):

		a)	The first day of the calendar month coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V(E)(1).


		b) X	The first day of the calendar quarter (January 1, April 1, July 1, October 1) coinciding with or next following the date the Employee satisfies the Eligibility requirements described in Section V(E)(1).

		c)	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 the Employee satisfies the Eligibility requirements described in Section V(E)(1).

	3.	The requirement to commence receipt of Employer Contributions established in this Section V.E.1 and V.E.2 shall apply to all Employer Contributions provided under Section 3.4 of the Plan except:

		a)	Matching contributions

		b)	Basic contributions

		c)	Safe harbor CODA contributions

		d)	Supplemental contributions

		e)	Profit sharing contributions

		f)	Qualified non-elective contribution

		Note:	If an Employer contribution type is selected in Section V.E.3 above, Members will receive Employer contributions subject to the eligibility requirements elected under Section V.A above and the provisions of the Plan document for such Employer contribution type.

VI.	Prior Employment Credit

	A.	Prior Employment Credit:

			Consistent with applicable law, Employment with the following entity or entities shall be included for eligibility and vesting purposes:





		Note:	If this Plan is a continuation of a Predecessor Plan, service under the Predecessor Plan shall be counted under this Plan.


VII.	Contributions

	A.	Effective Date for Salary Deferrals (Choose 1 or 2):

		1. X	There shall be no separate effective date for the Plan’s salary deferral component; or

		2.	The effective date for the salary deferral component of the Plan shall be .

	B.	Employee Contributions (fill in 1 whichever shall apply choose 2 or 3; 4 , 5, 6, 7, 8 or 9):

		1. X	The maximum amount of monthly contributions a Member may make to the Plan (both pre-tax deferrals and after-tax contributions) is 60 % (1-100%, subject to all applicable IRS and Plan limits) of the Member’s Salary.

		2. X	(Choose a and/or b):

			a) X	A Member may make pre-tax elective deferrals to the Plan, based on multiples of 1% of Salary, or

			b)	A Member may make pre-tax elective deferrals to the Plan based on a specified dollar amount.

		3.	A Member may not make pre-tax elective deferrals to the Plan.

		4.	A Member may make after-tax contributions to the Plan, based on multiples of 1% of Salary.

		5. X	A Member may not make after-tax contributions to the Plan.

		6. X	An Employee may allocate a rollover contribution to the Plan prior to satisfying the Eligibility requirements described above.

		7.	A Member may not allocate a rollover contribution to the Plan.

		8.	A Member may elect to apply a special salary deferral election with respect to bonus payments up to % (1-100%) of such bonus (subject to IRS and Plan limits).

		9.	Employee Roth 401(k) contributions (may only be elected upon approval by the Plan Sponsor in accordance with applicable law.)

	C.	A Member may change his or her contribution rate with respect to, if made available, pre-tax deferrals and after-tax contributions (choose 1, 2 ,3, 4, or 5):

		1.	1 time per pay period.

		2.	1 time per calendar month.

		3. X	1 time per calendar quarter.

		4.	Semi-annually (i.e., the first day of the Plan Year and the first day of the seventh month of the Plan Year)

		5.	Other (must be at least once per calendar year).


D.	Employer Matching Contributions (fill in 1 or 7 as applicable; and if you select 1, then choose 2, 3, 4, 5, 6 or 7):

	1. X	he Employer matching contributions under 2, 3, 4 or 5 below shall be based on the Member’s contributions (both pre-tax deferrals and after-tax contributions) not in excess of 5% (1-50 but not in excess of the percentage specified in AB.1. above) of the Member’s Salary.

	2. X	The Employer shall allocate to each contributing Member’s Account an amount equal to 100% (not to exceed 200%) of the Member’s contributions (both pre-tax deferrals and after-tax contributions) for the period elected in VII.D. (as otherwise limited in accordance with VII.C.1. above).

	3.	The Employer shall allocate to each contributing Member’s Account an amount based on the Member’s contributions for the month (as otherwise limited in accordance with C.1. above) and determined in accordance with the following schedule:

		Years of Employment	Matching %
		Less than 3	50%
		At least 3, but less than 5	75%
		5 or more	100%

	4.	The Employer shall allocate to each contributing Member’s Account an amount based on the Member’s contributions for the month (as otherwise limited in accordance with C.1. above) and determined in accordance with the following schedule:

		Years of Employment	Matching %
		Less than 3	100%
		At least 3, but less than 5	150%
		5 or more	200%

	5.	The Employer shall allocate to each contributing Member’s Account an amount equal to % on the first % of the Member’s monthly contributions plus % on the next % of the Member’s contributions.

	6.	Employer matching contributions for each contributing Member shall not exceed $ during the Plan Year.

	7.	No Employer matching contributions will be made to the Plan.

E.	Period for Determining Matching Contributions

	1.	Matching contributions will be determined on the following basis (and any Salary or dollar limitation used to determine the match will be based upon the applicable period) (Choose a or b):

		a) entire Plan Year; or

		b) X each payroll period.

		c) Other

		d) (Specify) ________________________________

Where an Employer elects to make matching contributions on the basis of the entire Plan Year under Section VII.D.1.a above, such contributions shall be made to Members who:

are actively employed at any time during the Plan Year;

complete a Year of Service for the Plan Year;

are actively employed on the last day of the Plan Year;

are actively employed on the last day of the Plan Year and complete a Year of Service for the Plan Year; and /or

are not actively employed on the last day of the Plan Year due to

Death

Disability

Retirement

Note:

If e is selected, Members who are not actively employed at the end of the Plan Year shall be eligible to receive contributions in accordance with the election(s) made under e regardless of whether the Employer elected to check items (b), (c), or (d) of Section VII.E.2.

F. Safe Harbor CODA Contributions (Actual Deferral Percentage Test Safe Harbor Contributions) (Complete 1, 2 or 3 below). Please note that if you elect a Safe Harbor CODA, you must provide a timely notice to all Members in accordance with applicable law.

The Employer shall make a safe harbor Basic Matching Contribution to the Plan on behalf of each Member (i.e.; 100% of the Member’s 401(k) Deferrals that do not exceed 3% percent of the Member’s Salary plus 50% of the Member’s 401(k) Deferrals that exceed 3% percent of the Member’s Salary but that do not exceed 5% of the Member’s Plan Salary).

In lieu of safe harbor Basic Matching Contributions, the Employer will make the following contributions for the Plan Year (complete (a) and/or (b)):

Enhanced Matching Contributions (complete 1, 2 or 3 below):

(1)

The Employer shall make Matching Contributions to the Account of each Member in an amount equal to the sum of:

(i)

the Member’s 401(k) Deferrals that do not exceed percent of the Member’s Salary plus

(ii)

percent of the Member’s 401(k) Deferrals that exceed percent of the Member’s Salary and that do not exceed percent of the Member’s Salary.


			Note:	In the blank in (i) and the second blank in (ii), insert a number that is 3 or greater but not greater than 6. The first and last blanks in (ii) must be completed so that at any rate of 401(k) Deferrals, the Matching Contribution is at least equal to the Matching Contribution receivable if the Employer were making Basic Matching Contributions, but the rate of match cannot increase as deferrals increase. For example, if “4” is inserted in the blank in (i), (ii) need not be completed.

		(2)	150% of the Member’s contributions not to exceed (Enter 3% or 4%) of the Member’s Plan Salary; or

		(3)	200% of the Member’s contributions not to exceed (Enter 2% or 3%) of the Member’s Plan Salary.

	b)	Safe Harbor Nonelective Contributions:

		The Employer will make a Safe Harbor Nonelective Contribution to the Account of each Member in an amount equal to 3 percent of the Member’s Salary for the Plan Year, unless the Employer inserts a greater percentage here .

	3. X	No Employer Safe Harbor contributions will be made to the Plan

G.	Employer Basic Contributions (choose 1 or 2):

	1.	The Employer shall allocate an amount equal to % (based on 1% increments not to exceed 15%) of Member’s monthly Salary to (choose (a) or (b)):

		a)	The Accounts of all Members

		b)	The Accounts of all Members who were employed with the Employer on the last day of the applicable period for which the Employer Basic Contribution is being made.

	2. X	No Employer Basic Contributions will be made to the Plan.

H.	Employer Supplemental Contributions:

	The Employer may make supplemental contributions for any Plan Year in accordance with Section 3.7 of the Plan.

I.	Employer Profit Sharing Contributions (Choose 1, 2, 3 or 4):

	1.	No Employer Profit Sharing Contributions will be made to the Plan.

	Non-Integrated Formula

	2. X	Profit sharing contributions shall be allocated to each Member’s Account in the same ratio as each eligible Member’s Salary during such Contribution Determination Period bears to the total of such Salary of all eligible Members.


Integrated Formula

3.	Profit sharing contributions shall be allocated to each eligible Member’s Account in a uniform percentage (specified by the Employer as %) of each Member’s Salary during the Contribution Determination Period (“Base Contribution Percentage”) for the Plan Year that includes such Contribution Determination Period , plus a uniform percentage (specified by the Employer as %, but not in excess of the lesser of (i) the Base Contribution Percentage and (ii) the greater of (1) 5.7% or (2) the percentage equal to the portion of the Code Section 3111(a) tax imposed on employers under the Federal Insurance Contributions Act (as in effect as of the beginning of the Plan Year) which is attributable to old-age insurance) of each Member’s Salary for the Contribution Determination Period in excess of (select a, b, c or d):

	a)	the Social Security Taxable Wage Base

	b)	% of the Taxable Wage Base

	c)	80% of the Taxable Wage Base plus $1.00

	d)	$ (not greater than the Taxable Wage Base)

	The election made above (a, b, c, or d) shall be deemed “Excess Salary” for the Plan Year that includes such Contribution Determination Period, in accordance with Article III of the Plan.

Non Integrated Contribution With An Integrated Allocation

4.	Subject to the overall permitted disparity limit, Profit Sharing contributions shall be allocated as follows

	Step One: If the Plan is Top-Heavy (See Plan Article XI, Section 11.2), contributions will be allocated to each eligible Members’ account in the ratio that each Member(s Salary bears to the total of all eligible Members’ Salary, but not in excess of 3% of each Members’ Salary.

	Step Two: If the plan is Top-Heavy, any contributions remaining after the allocation in Step One will be allocated to each eligible Member(s account in the ratio that each eligible Members’ Salary for the Plan Year in excess of the Integration Level bears to the total excess Salary of all eligible Members, but not in excess of 3% of each Members’ Salary in excess of the Integration Level.

	Step Three: Any contributions remaining after the allocation in Step Two will be allocated to each eligible Members’ account in the ratio that the sum of each eligible Members’ Salary and Salary in excess of the Integration Level bears to the sum of all eligible Members( Salary and Salary in excess of the Integration Level, but not in excess of the Profit Sharing Maximum Disparity Rate times the sum of the Member(s Salary and Salary in excess of the Integration Level.

	Step Four: Any remaining Employer contributions will be allocated to each eligible Members’ account in the ratio that each Members’ Salary bears to the total of all eligible Members’ Salary.

Note:

Overall Permitted Disparity Limit shall mean, notwithstanding the preceding Step One through Step Four, for any Plan Year that the Plan benefits any Member who benefits under another qualified plan or simplified employee pension (as defined in Section 408(k) of the Code) maintained by the Employer that provides for permitted disparity (or imputes disparity), Employer contributions will be allocated to the count of each Member who is entitled to an allocation in the ratio that such Member’s total Salary bears to the total Salary of all Members. The Profit Sharing Maximum Disparity Rate is 5.7%. If the Integration Level selected is equal to the Taxable Wage Base, the applicable percentage is 2.7% if the Plan is Top-Heavy and 5.7% if the Plan is not Top-Heavy. The Taxable Wage Base is the contribution and benefits base in effect under Section 230 of the Social Security Act in effect as of the beginning of the Plan Year.

Integration Level (select 1, 2, 3, or 4)

the Social Security Taxable Wage Base

% (not greater than 100%) of the Taxable Wage Base

80% of the Taxable Wage Base plus $1.00

$ (not greater than the Taxable Wage Base)

Allocation of Employer Profit Sharing Contributions:

In accordance with Section VII, G above, a Member shall be eligible to share in Employer Profit Sharing Contributions, if any, as follows :

A Member shall be eligible for an allocation of Employer Profit Sharing Contributions for a Contribution Determination
Period only if he or she (choose (a), (b), (c), (d), or (e) whichever shall apply):

is actively employed at any time during the Contribution Determination Period;

completed 1,000 Hours of Employment if the Contribution Determination Period is a period of 12 months (250 Hours of Employment if the Contribution Determination Period is a period of 3 months);

is actively employed on the last day of the Contribution Determination Period;

d) X

is actively employed on the last day of the Contribution Determination Period and completed 1,000 Hours of Employment if the Contribution Determination Period is a period of 12 months (250 Hours of Employment if the Contribution Determination Period is a period of 3 months);

e) X

are not actively employed on the last day of the Plan Year due to

X Death

X Disability

X Retirement


		Note:	If (e) is selected, Members who are not actively employed at the end of the Plan Year shall be eligible to receive contributions in accordance with the election(s) made under e regardless of whether the Employer elected to check items (b), (c), or (d) of Section VII.J.1.

		K. “Contribution Determination Period” for purposes of determining and allocating Employer profit sharing contributions means (choose 1,2, 3 or 4):

		1. X	The Plan Year.

		2.	The Employer’s Fiscal Year (defined as the Plan’s “limitation year”) being the twelve (12) consecutive month period commencing / (month/day) and ending / (month/day).

		3.	The three (3) consecutive month periods that comprises each of the Plan Year quarters.

		4.	The three (3) consecutive monthly periods that comprise each of the Employer’s Fiscal Year quarters. (Employer’s Fiscal Year is the twelve (12) consecutive month period commencing / (month/day) and ending / (month/day).)

	L.	Employer Qualified Nonelective Contributions:

		The Employer may make qualified nonelective contributions for any Plan Year in accordance with Section 3.9 of the Plan.

	M.	Top Heavy Contributions:

		If the Plan is determined to be Top Heavy and if Top Heavy Contributions will be made to the Plan, Top Heavy Contributions will be allocated to: (choose 1 or 2 below):

		1. X	Only Members who are Non-Key Employees.

		2.	All Members.

	N.	Employee Catch-up contributions

		1. X	Member who meets the requirements to make catch-up contributions under Section 414(v) of the Code shall be eligible to make catch-up contributions under the Plan. (Choose (a) or (b):

			a)	The Employer will match any Employee Catch-up contributions in accordance with the terms of the Plan.

			b) X	The Employer will not match Employee Catch-up contributions

	2.	Employee Catch-up contributions shall not be permitted under the Plan.

VIII.	Investments

	The Employer shall execute a separate agreement to appoint an investment manager, as well as a separate form to select the investment funds available, under the Plan.


IX.	Employer Securities

	A.	If the Employer makes available an Employer Stock Fund pursuant to Article IV, Section 4.3 of the Plan, then voting and tender offer rights with respect to Employer Stock shall be delegated and exercised as follows (choose 1, 2 and/or 3):

		1.	Each Member shall be entitled to direct the Plan Administrator as to the voting and tender or exchange offer rights involving Employer Stock held in such Member’s Account, and the Plan Administrator shall follow or cause the Trustee to follow such directions. If a Member fails to provide the Plan Administrator with directions as to voting or tender or exchange offer rights, the Plan Administrator shall exercise those rights as it determines in its discretion and shall direct the Trustee accordingly.

		2.	The Plan Administrator shall direct the Trustee as to the voting of all Employer Stock and as to all rights in the event of a tender or exchange offer involving such Employer Stock.

			(Note: to the extent required by law, the right to vote Employer Stock held in a Members Account will be passed through to the Members

		3.	Employees may only invest up to % of Employee Contributions in the Employer Stock Fund.

X.	Investment Direction

A.		1. X	Members shall be entitled to designate what percentage of employee contributions and employer contributions made on their behalf will be invested in the various Investment Funds offered by the Employer.

		2.	The following portions of a Member’s Account will be invested at the Employer’s direction (choose whichever shall apply) (Note: Any source not specified below shall be invested at the direction of the Member).:

				a)	All accounts under the Plan;

				b)	Employer Profit Sharing Contributions

				c)	Employer Matching Contributions

				d)	Employer Basic Contributions

				e)	Employer Supplemental Contributions

				f)	Employer Qualified Nonelective Contributions

				g)	Employer Safe Harbor CODA Contributions under Section 3.14 of the Plan

				h)	The Member’s Transfer Account

				j)	Other _____________________________________________________________________


	3.	Amounts invested at the Employer’s direction may not be transferred by the Member to any other Investment Fund.

	4.	Notwithstanding the election in Item 2 above, a Member may transfer such amounts to any other Investment Fund upon (choose whichever may apply):

		a)	the attainment of age (insert 45 or greater)

		b)	the completion of (insert 10 or greater) Years of Employment

		c)	the attainment of age plus Years of Employment equal to ____ (insert 55 or greater)

B.	In accordance with applicable law, a Member may change his or her investment direction (choose 1,2, 3, 4 or 5):

	1. X	1 time per business day.

	2.	1 time per calendar month.

	3.	1 time per calendar quarter.

	4.	Semi-annually (i.e. the first day of the Plan year and the first day of the seventh month of the Plan Year)

	5.	Other (must be at least once per calendar year).

C.	If a Member or Beneficiary (or the Employer, if applicable) fails to make an effective investment direction, the Member’s contributions and Employer contributions made on the Member’s behalf shall be invested in (insert one of the Investments selected by the Employer under the terms of the Plan). Money Market Fund

D.	Effective as of , the following additional provisions shall apply to the Employer Stock Fund (Check all that apply):

	1.	No additional Employee contributions may be made to the Employer Stock Fund;

	2.	No additional Employer contributions may be made to the Employer Stock Fund;

	3.	No investment fund transfers may be made to the Employer Stock Fund; and/or

	4.	No investment fund transfers may be made from the Employer Stock Fund.

XI.

Vesting Schedules

(Choose 1, 2, 3, 4, 5, 6 or 7)


Note:		Notwithstanding any election by the Employer to the contrary, each Member shall acquire a 100% vested interest in his Account attributable to all Employer contributions made to the Plan upon the earlier of (i) attainment of Normal Retirement Age, (ii) approval for disability or (iii) death. In addition, a Member shall at all times have a 100% vested interest in; the Employer Qualified Non-Elective Contributions, if any; Safe Harbor CODA contributions, if any; and in the pre-tax elective deferrals and nondeductible after-tax Member Contributions. Also, if a Plan is determined to be Top Heavy, a different vesting schedule, other than the schedule elected above, may apply. Further note that in accordance with applicable law, neither Schedule 3 nor Schedule 6 may be elected for purposes of Employer matching and/or Employer Supplemental Contributions Formula 1 (pursuant to Plan Section 3.7) contributions.


	Schedule	Years of Employment	Vested %
1.	Immediate	Upon Enrollment	100	%

2. X	2-6 Year Graded	Less than 2	0	%
		2 but less than 3	20	%
		3 but less than 4	40	%
		4 but less than 5	60	%
		5 but less than 6	80	%
		6 or more	100	%

3.	5-Year Cliff	Less than 5	0	%
		5 or more	100	%

4.	3-Year Cliff	Less than 3	0	%
		3 or more	100	%

5.	4-Year Graded	Less than 1	0	%
		1 but less than 2	25	%
		2 but less than 3	50	%
		3 but less than 4	75	%
		4 or more 100%

6.	3-7 Year Graded	Less than 3	0	%
		3 but less than 4	20	%
		4 but less than 5	40	%
		5 but less than 6	60	%
		6 but less than 7	80	%
		7 or more	100	%


7. Other	Less than	0%
	____ but less than	%
	____ but less than	%
	____ but less than	%
	____ but less than	%
	____ or more	100%


	Note:	The Vesting Schedule under Item 7 may not impose greater vesting restrictions there would otherwise apply under schedule 3 or 6 (or schedule 2 or 4) for Employer Matching Calculations or employee supplemental contributions formula.

B.	With respect to the schedules listed above, the Employer elects (choose 1, 2, 3, 4 or 5):

	1.	Schedule 2 solely with respect to Employer matching contributions.

	2.	Schedule solely with respect to Employer basic contributions.

	3.	Schedule solely with respect to Employer supplemental contributions.

	4.	Schedule 2 solely with respect to Employer profit sharing contributions.

	5.	Schedule with respect to all Employer contributions.

C.	Years of Employment Excluded for Vesting Purposes

	The following Years of Employment shall be disregarded for vesting purposes (choose whichever shall apply):

	1.	Years of Employment during any period in which neither the Plan nor any predecessor plan was maintained by the Employer.

	2.	Years of Employment of a Member prior to attaining age 18.

D.	Service Crediting Method for Vesting (Choose 1, 2, or 3):

	1.	Not Applicable. Plan provides 100% vesting for all contributions.

	2.	Hour of service method (if elected, Years of Service will be substituted for Years of Employment for purposes of this Section XI) (Choose a or b):

		a)	The actual number of Hours of Employment.

		b)	190 Hours of Employment for each month in which the Employee completes at east one Hour of Employment.

	3. X	Elapsed time method.


XII.	Withdrawal Provisions

	A.	The following portions of a Member’s Account will be eligible for in-service withdrawals, subject to the provisions of Article VII of the Plan (choose whichever shall apply):

		1. X	Employee after-tax contributions and the earnings thereon.

			In-service withdrawals permitted only in the event of (choose whichever shall apply):

			a)	Hardship.

			b)	Attainment of age 59¹/2.

		2. X	Employee pre-tax elective deferrals and the earnings thereon.

			Note:	In-service withdrawals of all employee pre-tax elective deferrals and earnings thereon as of December 31, 1988 are permitted only in the event of hardship or attainment of age 59¹/2. In- service withdrawals of earnings after December 31, 1988 are permitted only in the event of attainment of age 59¹/2.

		3. X	Employee rollover contributions and the earnings thereon.

			In-service withdrawals permitted only in the event of (choose whichever shall apply):

			a)	Hardship.

			b)	Attainment of age 59¹/2.

		4. X	Employer matching contributions and the earnings thereon.

			In-service withdrawals permitted only in the event of (choose whichever shall apply):

			a) X	Hardship.

			b) X	Attainment of age 59¹/2.

		5.	Employer basic contributions and the earnings thereon.

			In-service withdrawals permitted only in the event of (choose whichever shall apply):

			a)	Hardship.

			b)	Attainment of age 59¹/2.

		6.	Employer supplemental contributions and the earnings thereon.

			In-service withdrawals permitted only in the event of (choose whichever shall apply):

			a)	Hardship.

			b)	Attainment of age 59¹/2.

		7. X	Employer profit sharing contributions and the earnings thereon.

			In-service withdrawals permitted only in the event of (choose whichever shall apply):

			a) X	Hardship.

			b) X	Attainment of age 59¹/2.

		8.	Employer qualified nonelective contributions and earnings thereon.

			Note: In-service withdrawals of all employer qualified nonelective contributions and earnings thereon are permitted only in the event of attainment of age 59¹/2.


		9.	Employer safe harbor CODA contributions and earnings thereon.

			Note:	In-service withdrawals of all employee pre-tax elective deferrals and earnings thereon as of December 31, 1988 are permitted only in the event of hardship or attainment of age 59¹/2. In- service withdrawals of earnings after December 31, 1988 are permitted only in the event of attainment of age 59¹/2.

		10.	No in-service withdrawals shall be allowed.

	B.	Notwithstanding any elections made in Subsection A of this Section XII above, the following portions of a Member’s Account shall be excluded from eligibility for in- service withdrawals (choose whichever shall apply):

		1.	Employer contributions, and the earnings thereon, credited to the Employer Stock Fund.

		2.	Employer contributions, and the earnings thereon, credited to the Certificate of Deposit Fund.

		3.	Employee contributions and deferrals, and the earnings thereon, credited to the Stock Fund.

		4.	All Employee contributions and deferrals, and the earnings thereon, credited to the Employer Certificate of Deposit Fund.

		5.	Other:

XIII.	Distribution Option (choose whichever shall apply)

		1.	Lump Sum and partial lump sum payments only.

		2. X	Lump Sum and partial lump sum payments plus one or more of the following (choose (a) and /or (b)):

			a)	Installment payments.

			b) X	Annuity payments.

		3.	Distributions in kind of Employer Stock.

		4. X	Annuity as the normal form of payment (only available to amended and restated Plans that must continue to make the annuity the Normal Form of benefit payment under the Plan)


XIV.	Loan Program (choose 1, 2, 3, 4 or 5 if applicable)

	1.	No loans will be permitted from the Plan.

	2. X	Loans will be permitted from the Member’s Account.

	3.	Loans will be permitted from the Member’s Account, excluding (choose whichever shall apply):

		(1)	Employer Profit sharing contributions and the earnings thereon.

		(2)	Employer matching contributions and the earnings thereon.

		(3)	Employer basic contributions and the earnings thereon.

		(4)	Employer supplemental contributions and the earnings thereon.

		(5)	Employee after-tax contributions and the earnings thereon.

		(6)	Employee pre-tax elective deferrals and the earnings thereon.

		(7)	Employee rollover contributions and the earnings thereon.

		(8)	Employer qualified nonelective contributions and the earnings thereon.

		(9)	Employer safe harbor CODA contributions and the earnings thereon.

		(10)	Any amounts to the extent invested in the Employer Stock Fund.

		(11)	Any amounts to the extent invested in the Certificate of Deposit Fund.

	4.	Loans will only be permitted from the Member’s Account in the case of hardship or financial necessity as defined under Section 8.1 of the Plan.

	5. X	A Member may only have 1 (e.g., one (1)) loan(s) outstanding at any time.

XV.	Additional Information

	If additional space is needed to select or describe an elective feature of the Plan, the Employer should attach additional pages and use the following format:

	The following is hereby made a part of Section of the Adoption Agreement and is thus incorporated into and made a part of the Northeast Community Bank Employees’ Savings & Profit Sharing Plan and Trust.

	_______________________________________

	Signature of Employer’s Authorized Representative

	_______________________________________

	Signature of Trustee

	Supplementary Page of [total number of pages].


XVI.	Plan Administrator

	The Named Plan Administrator under the Plan shall be the (choose 1, 2, 3 or 4):

	Note: Pentegra Services, Inc. may not be appointed Plan Administrator.

	1. X	Employer

	2.	Employer’s Board of Directors

	3.	Plan’s Administrative Committee

	4.	Other (if chosen, then provide the following information)

		Name: _________________________________________

		Address: _______________________________________

		Tel No: _________________________________________

		Contact: ________________________________________

		Note:	If no Named Plan Administrator is designated above, the Employer shall be deemed the Named Plan Administrator.

XVII.	Trustee

	1)	The Employer hereby appoints the following person(s) or entity to serve as Trustee under the Plan (select a or b below)

		a) X	For all investment assets under the Plan

		b)	For all investment assets except the Employer Stock Fund (if checked, please complete item 2 below).

	Name: The Bank of New York

	Address: One Wall Street, New York, NY 10286

	Telephone Number: (212) ###-###-#### Contact: Ms. Mary Dunleavy

Signature of Trustee

(Required if utilizing the Trust Instrument under Article IX of the Plan)


2)	The Employer hereby appoints the following person(s) or entity to serve as Trustee under the Plan for the Employer Stock Fund:

Name: ____________________________________

Address: __________________________________

Telephone Number: __________________________		Contact: ___________________________________

		___________________________________________

		Signature of Trustee

		(Required if utilizing the Trust Instrument under Article IX of the Plan)

EXECUTION OF ADOPTION AGREEMENT

By execution of this Adoption Agreement by a duly authorized representative of the Employer, the Employer acknowledges that it has established or, as the case may be, amended a tax-qualified retirement plan into the NorthEast Community Bank Employees’ Savings & Profit Sharing Plan and Trust (the “Plan”). The Employer hereby represents and agrees that it will assume full fiduciary responsibility, and Pentegra Services, Inc. assumes no fiduciary responsibility for and shall not have any fiduciary responsibility for, the operation of the Plan and for complying with all duties and requirements imposed under applicable law, including, but not limited to, the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. In addition, the Employer represents and agrees that it will accept full responsibility for complying with any applicable requirements of federal or state securities law as such laws may apply to the Plan and to any investments thereunder.

The adopting Employer may rely on an opinion letter issued by the IRS as evidence that the Plan is qualified under Section 401 of the Code only to the extent provided in Revenue Procedure 2005-16, 2005-10 I.R.B. 674.. The Employer may not rely on the opinion letter in certain circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to the plan and in IRS Revenue Procedure 2005-16. In order to have reliance in such circumstances or with respect to such qualification requirements with respect to the Plan, application for an individual determination letter for the Plan must be made by the Employer to the IRS.

The failure to properly complete the Adoption Agreement may result in disqualification of the Plan and Trust evidenced thereby.

The Sponsor will inform the Employer of any amendments to the Plan or of the discontinuance or abandonment of the Plan by the Sponsor.

Any inquiries regarding the adoption of the Plan should be directed to the Sponsor as follows:

Pentegra Services, Inc.

108 Corporate Park Drive

White Plains, New York 10604

(914) ###-###-####

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed by its duly authorized officer this 24^th day of April, 2006.


NorthEast Community Bank

By:		/s/ Donna J. Lockwood
Name:		Donna J. Lockwood
Title:		VP-HR

PENTEGRA SERVICES, INC.

EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN

BASIC PLAN DOCUMENT

(Subject to IRS Approval)

01/31/2006

TABLE OF CONTENTS


ARTICLE I PURPOSE AND DEFINITIONS		3

ARTICLE II PARTICIPATION AND MEMBERSHIP		13
Section 2.1	Eligibility Requirements	13
Section 2.2	Exclusion of Certain Employees	14
Section 2.3	Waiver of Eligibility Requirements	14
Section 2.4	Exclusion of Non-Salaried Employees	15
Section 2.5	Commencement of Participation	15
Section 2.6	Termination of Participation	16

ARTICLE III CONTRIBUTIONS		17
Section 3.1	Contributions by Members	17
Section 3.2	Elective Deferrals by Members	17
Section 3.3	Transfer of Funds and Rollover Contributions by Members	18
Section 3.4	Employer Contributions - General	21
Section 3.5	Employer Matching Contributions	21
Section 3.6	Employer Basic Contributions	21
Section 3.7	Supplemental Contributions by Employer	22
Section 3.8	The Profit Sharing Feature	23
Section 3.9	The 401(k) Feature	27
Section 3.10	Determining the Actual Deferral Percentages	29
Section 3.11	Determining the Actual Contribution Percentages	30
Section 3.12	The Aggregate Limit Test	34
Section 3.13	Safe Harbor CODA	34
Section 3.14	Catch-Up Contributions	35

ARTICLE IV INVESTMENT OF CONTRIBUTIONS		36
Section 4.1	Investment by Trustee or Custodian	36
Section 4.2	Member Directed Investments	36
Section 4.3	Employer Securities	37
Section 4.4	Life Insurance	37

ARTICLE V MEMBERS’ ACCOUNTS, UNITS AND VALUATION		39

ARTICLE VI VESTING OF ACCOUNTS		40
Section 6.1	Vesting of Member Contributions, 401(k) Deferrals, Qualified Nonelective	40
Section 6.2	Vesting of Employer Contributions	40
Section 6.3	Forfeitures	43

ARTICLE VII WITHDRAWALS AND DISTRIBUTIONS		45
Section 7.1	General Provisions	45
Section 7.2	Withdrawals While Employed	46
Section 7.3	Distributions Upon Termination of Employment	48
Section 7.4	Distribution Upon Severance From Employment	53
Section 7.5	Distributions Due to Disability	53
Section 7.6	Distributions Due to Death	53
Section 7.7	Minimum Required Distributions	54
Section 7.8	Minimum Required Distributions (Beginning on November 1, 2002)	58

ARTICLE VIII LOAN PROGRAM		65
Section 8.1	General Provisions	65
Section 8.2	Loan Application	65
Section 8.3	Permitted Loan Amount	67
Section 8.4	Source of Funds for Loan	67
Section 8.5	Conditions of Loan	68


Section 8.6	Crediting of Repayment	68
Section 8.7	Cessation of Payments on Loan	68
Section 8.8	Loans to Former Members	69
Section 8.9	Effect of KETRA and GOZA on Outstanding Loans	69

ARTICLE IX TRUSTEE AND CUSTODIAN		70
Section 9.1	Basic Responsibilities of the Trustee	70
Section 9.2	Investment Powers and Duties of Trustee	72
Section 9.3	Powers and Duties of Custodian	77
Section 9.4	Trustee’s Compensation, Expenses, Taxes and Indemnification	77
Section 9.5	Reporting and Recordkeeping	78
Section 9.6	Amendment, Termination, Resignation and Removal	79

ARTICLE X ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES		81
Section 10.1	Fiduciaries	81
Section 10.2	Allocation of Responsibilities Among the Fiduciaries	81
Section 10.3	No Joint Fiduciary Responsibilities	83
Section 10.4	Investment Manager	84
Section 10.5	Advisor to Fiduciary	84
Section 10.6	Service in Multiple Capacities	84
Section 10.7	Appointment of Plan Administrator	84
Section 10.8	Powers of the Plan Administrator	85
Section 10.9	Duties of the Plan Administrator	85
Section 10.10	Action by the Plan Administrator	85
Section 10.11	Discretionary Action	85
Section 10.12	Compensation and Expenses of Plan Administrator	85
Section 10.14	Self Interest	86
Section 10.15	Personal Liability - Indemnification	86
Section 10.16	Insurance	87
Section 10.17	Claims Procedures	87
Section 10.18	Claims Review Procedures	87

ARTICLE XI MISCELLANEOUS PROVISIONS		89
Section 11.1	General Limitations	89
Section 11.2	Top Heavy Provisions	95
Section 11.3	Information and Communications	97
Section 11.4	Small Account Balances	98
Section 11.5	Amounts Payable to Incompetents, Minors or Estates	98
Section 11.6	Non-Alienation of Amounts	98
Section 11.7	Unclaimed Amounts Payable	98
Section 11.9	Return of Contributions to Employer	100
Section 11.10	Controlling Law	100

ARTICLE XII AMENDMENT & TERMINATION		101
Section 12.1	General	101
Section 12.2	Termination of Plan and Trust	101
Section 12.3	Liquidation of Trust Assets in the Event of Termination	101
Section 12.4	Partial Termination	101
Section 12.5	Power to Amend	102
Section 12.6	Solely for Benefit of Members, Terminated Members and their Beneficiaries	102
Section 12.7	Successor to Business of the Employer	103
Section 12.8	Merger, Consolidation and Transfer	103
Section 12.9	Revocability	103

ARTICLE I

PURPOSE AND DEFINITIONS

Section 1.1

This Plan and Trust, as evidenced hereby, and the applicable Adoption Agreement and Trust Agreement(s), are designed and intended to qualify in form as a qualified profit sharing plan and trust under the applicable provisions of the Internal Revenue Code of 1986, as now in effect or hereafter amended, or any other applicable provisions of law including, without limitation, the Employee Retirement Income Security Act of 1974, as amended. Except as otherwise provided herein and consistent with Internal Revenue Service Notice 2004-84 and related guidance concerning the remedial amendment and approval cycle for master and prototype defined contribution plans, effective January 1, 2002 (including any amendments through January 31, 2006), and subject to IRS approval, the Plan is hereby amended and restated in its entirety to provide as follows:

Section 1.2

The following words and phrases as used in this Plan shall have the following meanings:

(A)

“Account” means the Plan account established and maintained in respect of each Member pursuant to Article V, to which Account shall be allocated, as applicable, the Member’s after-tax amounts, 401(k) amounts, Employer matching amounts, basic amounts, supplemental amounts, profit sharing amounts, qualified non-elective contribution amounts, rollover amounts, and funds directly transferred to the Plan.

(B)

“Acquired Employees” means employees who become employees as a result of a transaction under Section 410(b)(6)(C) of the Code. Such Employees will be excluded during the period beginning on the date of the transaction and ending on the last day of the first Plan year beginning after the date of the transaction. A transaction under Section 410(b)(6)(C) of the Code is an asset or stock acquisition, merger or similar transaction involving a change in the employer of the employees of a trade or business.

(C)

“Actual Deferral Percentage Test Safe Harbor” means the method described in Section 3.14 (A) of Article III for satisfying the actual deferral percentage test of §401(k)(3) of the Code.

(D)

“Actual Deferral Percentage Test Safe Harbor Contributions” means Employer matching contributions and non-elective contributions described in section 3.14 (A)(1) of Article III.

(E)

“Adoption Agreement” means the separate document by which the Employer has adopted the Plan and specified certain of the terms and provisions hereof. If any term, provision or definition contained in the Adoption Agreement is inconsistent with any term, provision or definition contained herein, the one set forth in the Adoption Agreement shall govern. The Adoption Agreement shall be incorporated into and form an integral part of the Plan.

(F)

“Beneficiary” means the person or persons designated to receive any amount payable under the Plan upon the death of a Member. Such designation may be made or changed only by the Member on a form provided by, and filed with, the Third Party Administrator prior to his death. If the Member is not survived by a Spouse and if no Beneficiary is designated, or if the designated Beneficiary predeceases the Member, then any such amount payable shall be paid to such Member’s estate upon his death.

(G)

“Board” means the Board of Directors of the Employer adopting the Plan.

(H)

“Break in Service” means:

Where an Employer has elected, in its Adoption Agreement, to use the hours of service method for eligibility and/or vesting, a Plan Year during which an individual has not completed more than 500 Hours of Employment, as determined by the Plan Administrator in accordance with the IRS Regulations. Solely for purposes of determining whether a Break in Service has occurred, an individual shall be credited with the Hours of Employment which such individual would have completed but for a maternity or paternity absence, as determined by the Plan Administrator in accordance with this Paragraph, the Code and the applicable regulations issued by the DOL and the IRS; provided, however, that the total Hours of Employment so credited shall not exceed 501 and the individual timely provides the Plan Administrator with such information as it may require. Hours of Employment credited for a maternity or paternity absence shall be credited entirely (i) in the Plan Year in which the absence began if such Hours of Employment are necessary to prevent a Break in Service in such year, or (ii) in the following Plan Year. For purposes of this Paragraph, maternity or paternity absence shall mean an absence from work by reason of the individual’s pregnancy, the birth of the individual’s child or the placement of a child with the individual in connection with the adoption of the child by such individual, or for purposes of caring for a child for the period immediately following such birth or placement.

Where an Employer has elected to use the elapsed time method for eligibility and/or vesting service, a Period of Severance of at least 12 consecutive months.

(I)

“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered.

(J)

“Commencement Date” means the date on which an Employer begins to participate in the Plan.

(K)

“Contribution Determination Period” means the Plan Year, fiscal year, or calendar or fiscal quarter, as elected by an Employer, upon which eligibility for and the maximum permissible amount of any Profit Sharing contribution, as defined in Article III, is determined. Notwithstanding the foregoing, for purposes of Article VI, Contribution Determination Period means the Plan Year.

(L)

“Disability” means a Member’s disability as defined in Article VII, Section 7.5.

(M)

“DOL” means the United States Department of Labor.

(N)

“Earned Income” means the net earnings from self-employment in the trade or business with respect to which the plan is established, for which the personal services of the individual are a material income-producing factor. Net earnings will be determined without regard to items not included in gross income and the deductions allocable to such items. Net earnings are reduced by contributions made by the Employer to a qualified plan to the extent deductible under Code Section 404. In addition, net earnings shall be determined with regard to the deduction allowed to the taxpayer by Code Section 164(f), for taxable years beginning after December 31, 1989.

(O)

“Employee” means any person in Employment, and who receives compensation from, the Employer, and any leased employee within the meaning of Section 414(n)(2) of the Code. The term “leased employee” means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person (“leasing organization”) has performed services for the recipient (or for the recipient and related persons determined in accordance with Section 414(n) (6) of the Code) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer.

A leased employee shall not be considered an employee of the recipient if: (i) such employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in Section 415(c) (3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee’s

gross income under Section 125, Section 402(e)(3), Section 402(h)(1) (B) or Section 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than 20 percent of the recipient’s non-highly compensated work force.

An Owner-employee means an individual who is a sole proprietor, or who is a partner owning more than 10 percent of either the capital or profits interest of the partnership.

(P)

“Employer” means the entity named in the Adoption Agreement and any other entity which, together therewith, constitutes an affiliated service group (as defined in Section 414(m)(2) of the Code), any corporation which, together therewith, constitutes a controlled group of corporations as defined in Section 1563 of the Code, and any other trade or business (whether incorporated or not) which, together therewith, are required to be aggregated under Sections 414(b), 414(c), or 414(o) of the Code. For purposes of the definition of “Salary” in Section 1.2(II) and Article III of the Plan, “Employer” shall refer only to the applicable entity that is participating in the Plan.

(Q)

“Employment” means service with an Employer.

(R)

“Enrollment Date” means the date on which an Employee becomes a Member as provided under Article II.

(S)

“ERISA” means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended.

(T)

“Fiduciary” means any person who (i) exercises any discretionary authority or control with respect to the management of the Plan or control with respect to the management or disposition of the assets thereof, (ii) renders any investment advice for a fee or other compensation, direct or indirect, with respect to any moneys or other property of the Plan, or has any discretionary authority or responsibility to do so, or (iii) has any discretionary authority or responsibility in the administration of the Plan, including any other persons (other than trustees) designated by any Named Fiduciary to carry out fiduciary responsibilities, except to the extent otherwise provided by ERISA.

(U)

“Highly Compensated Employee” means for Plan Years beginning after December 31, 1996, an Employee (i) who is a 5 percent owner at any time during the look-back year or determination year, or (ii)(a) who is employed during the determination year and who during the look-back year received compensation from the Employer in excess of $80,000 (as adjusted pursuant to the Code and Regulations for changes in the cost of living), and (b) if elected by the Employer was in the top-paid group of Employees for such look-back year.

For this purpose, the determination year shall be the Plan Year. The look-back year shall be the 12-month period immediately preceding the determination year. The Employer may, however, as indicated in the Adoption Agreement, make a calendar year data election. If a calendar year data election is made, the look- back year shall be the calendar year ending within the Plan Year for purposes of determining who is a Highly Compensated Employee (other than for 5% owners).

The top-paid group shall consist of the top 20 percent of the Employees when ranked on the basis of compensation paid by the Employer.

The determination of who is a Highly Compensated Employee will be made in accordance with Section 414(q) of the Code and the IRS Regulations thereunder.

A highly compensated former employee is based on the rules applicable to determining Highly Compensated Employee status as in effect for that determination year, in accordance with section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and IRS Notice 97-45.

In determining whether an employee is a Highly Compensated Employee for years beginning in 1997, the amendments to section 414(q) stated above are treated as having been in effect for years beginning in 1996.

(V)

“Hour of Employment” means:

(1)

Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer. These hours will be credited to the Employee for the computation period in which the duties are performed; and

(2)

Each hour for which an Employee is paid, or entitled to payment, by an Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. No more than 501 Hours of Employment will be credited under this Subsection (2) for any single continuous period (whether or not such period occurs in a single computation period). Hours under this Subsection (2) will be calculated and credited pursuant to Section 2530.200b-2 of the DOL Regulations which is incorporated herein by this reference; and

(3)

Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer. The same Hours of Employment will not be credited both under Subsection (1) or (2), as

the case may be, and under this Subsection (3). These hours will be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.

Hours of Employment will be credited for employment with other members of an affiliated service group (under Code Section 414(m)), a controlled group of corporations (under Code Section 414(b)), or a group of trades or businesses under common control (under Code Section 414(c)), of which the Employer is a member, and any other entity required to be aggregated with such Employer pursuant to Code Section 414(o).

Hours of Employment will also be credited for any individual considered an Employee for purposes of the Plan under Code Section 414(n) or Section 414(o).

Solely for purposes of determining eligibility to participate, “Hour of Employment” shall include service performed by an individual for an Employer or members of an affiliated service group (under Code Section 414(m)), a controlled group of corporations (under Code Section 414(b)), or a group of trades or businesses under common control (under Code Section 414(c)), of which the Employer is a member, during the period such individual is not a member of a class of Employees otherwise eligible to participate in the Plan.

(W)

“Investment Manager” means any Fiduciary other than a Trustee or Named Fiduciary who (i) has the power to manage, acquire or dispose of any asset of the Plan; (ii) is (a) registered as an investment advisor under the Investment Advisors Act of 1940; (b) is a bank, as defined in such Act, or (c) is an insurance company qualified to perform the services described in clause (i) hereof under the laws of more than one state of the United States; and (iii) has acknowledged in writing that he is a Fiduciary with respect to the Plan.

(X)

“IRS” means the United States Internal Revenue Service.

(Y)

“Leave of Absence” means an absence authorized by an Employee’s Employer and approved by the Plan Administrator, on a uniform basis, in accordance with Article X.

(Z)

“Member” means an Employee enrolled in the membership of the Plan under Article II.

Notwithstanding the above, Member shall also mean any Employee who, in accordance with Article III, Section 3.3 and the terms of the Plan, makes a rollover contribution to the Plan. Such Employee shall be considered a Member for purposes of such Rollover contribution(s) only and shall not share in the rights and privileges of those Members enrolled in the membership of the Plan in accordance with Article II.

(AA)

“Month” means any calendar month.

(BB)

“Named Fiduciary” means the Fiduciary or Fiduciaries named herein or in the Adoption Agreement who jointly or severally have the authority to control and manage the operation and administration of the Plan.

(CC)

“Non-highly Compensated Employee” means an Employee who is not a Highly Compensated Employee.

(DD)

“Normal Retirement Age” means the Member’s sixty-fifth (65th) birthday unless otherwise specified in the Adoption Agreement.

(EE)

“Period of Service” means the aggregate of all periods commencing with the Employee’s first day of employment or reemployment with the Employer and ending on the date a Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Employment. An Employee will also receive credit for any Period of Severance of less than 12 consecutive months, provided that the Employee returns to Employment within 12 months of the Employee’s retirement, quit or discharge or, if earlier, within 12 months of the date the Employee was first absent from service for any other reason.

(FF)

“Period of Severance” means a continuous period of time during which the Employee is not employed by the Employer. Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the 12 month anniversary of the date on which the Employee was otherwise first absent from service.

In the case of an individual who is absent from work for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary of the first day of such absence shall not constitute a Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the individual, (b) by reason of the birth of a child of the individual, (c) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

(GG)

“Plan” means the Employees’ Savings & Profit Sharing Plan as evidenced by this document, the applicable Adoption Agreement and all subsequent amendments thereto.

(HH)

“Plan Administrator” means the Named Fiduciary or, as designated by such Named Fiduciary and approved by the Board in accordance with Article IX, any officer or Employee of the Employer.

(II)

“Plan Year” means a consecutive 12-month period ending December 31 unless an alternative 12 consecutive month period is specified in the Adoption Agreement.

(JJ)

“Regulations” means the applicable regulations issued under the Code, ERISA or other applicable law, by the IRS, the DOL or any other governmental authority and any proposed or temporary regulations or rules promulgated by such authorities pending the issuance of such regulations.

(KK)

“Salary” means regular basic monthly salary or wages, exclusive of special payments such as overtime, bonuses, fees, deferred compensation (other than pre-tax elective deferrals pursuant to a Member’s election under Article III), severance payments, and contributions by the Employer under this or any other plan (other than before-tax contributions made on behalf of a Member under a Code Section 125 cafeteria plan and, effective for Plan Years beginning on or after January 1, 2001, qualified transportation fringe benefits under Code Section 132(f), unless the Employer specifically elects to exclude such contributions or benefits). Commissions shall be included at the Employer’s option within such limits, if any, as may be set by the Employer in the Adoption Agreement and applied uniformly to all its commissioned Employees. In addition, Salary may also include, at the Employer’s option, special payments such as (i) overtime or (ii) overtime plus bonuses.

Alternatively, at the Employer’s option, Salary may be defined as follows:

(1)

to include total taxable compensation reported on the Member’s IRS Form W-2, plus deferrals, if any, pursuant to Sections 401(k), 475(b), 403(b), 402(h), 402(g)(3), and 125 of the Code, plus, effective for Plan Years beginning on or after January 1, 2001, qualified transportation fringe benefits under Code Section 132(f) (unless the Employer specifically elects to exclude such Section 125 deferrals or Section 132(f) amounts), but excluding compensation deferred from previous years;

(2)

wages, salaries and 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 to the extent that the amounts are includible in gross

income (including, but not limited to, commissions paid 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 nonaccountable plan (as described in Regulation 1.62-2(c)), and excluding (i) Employer contributions to a plan of deferred compensation which are not includible in the Employee’s gross income for the taxable year in which contributed, or Employer contributions under a simplified employee pension plan to the extent such contributions are excludable from the Employee’s gross income, or any distributions from a plan of deferred compensation; (ii) amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (iii) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (iv) other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in Code Section 403(b) (whether or not contributions are actually excludable from the gross income of the Employee); plus deferrals, if any, pursuant to Sections 401(k), 457(b), 403(b), 402(h), 402(g)(3) and 125 of the Code, plus, effective for Plan Years beginning on or after January 1, 2001, qualified transportation fringe benefits under Code Section 132(f) (unless the Employer specifically elects to exclude such Section 125 deferrals or Section 132(f) amounts), but excluding compensation deferred from previous years; or

(3)

wages within the meaning of Code Section 3401(a) for purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).

Notwithstanding any provision of the plan to the contrary, Salary for any Self-Employed Individual shall be equal to Earned Income.

If the Employer so elects in the Adoption Agreement, Salary for any Employee shall only be considered for the period during which such Employee is eligible for Membership in the Plan.

For Plan Years beginning on or after January 1, 1994 and before January 1, 2002, the annual Salary of each Member taken into account for any Plan Year shall not exceed for purposes of the Plan $150,000 (adjusted for cost of living to the extent permitted by Section 401(a)(17)(B) of the Code and the IRS Regulations).

For any Plan Year beginning after December 31, 2001, the annual Salary of each Member taken into account for purposes of the Plan shall not exceed $200,000 (adjusted for cost of living to the extent permitted by Section 401(a)(17)(B) of the Code and the IRS Regulations).

For Plan Years beginning after December 31, 1996, the family member aggregation rules of Code Section 414(q)(6) (as in effect prior to the Small Business Job Protection Act of 1996) are eliminated.

(LL)

“Self-Employed Individual” means an individual who has Earned Income for the taxable year from the trade or business for which the plan is established, and, also, is an individual who would have had Earned Income but for the fact that the trade or business had no net profits for the taxable year. A Self-Employed Individual shall be treated as an Employee.

(MM)

“Social Security Taxable Wage Base” means the contribution and benefit base attributable to the OASDI portion of Social Security employment taxes under Section 230 of the Social Security Act (42 U.S.C. - §430) in effect on the first day of each Plan Year.

(NN)

“Spouse” or “Surviving Spouse” means the individual to whom a Member or former Member was married on the date such Member withdraws his Account, or if such Member has not withdrawn his Account, the individual to whom the Member or former Member was married on the date of his death. For purposed of the Plan, a Member will be treated as married only if the Member’s marriage is recognized under the U.S. Defense of Marriage Act of 1996 and the individual to whom the Member is married will only be treated as the Member’s spouse under the Plan if that individual is recognized as the spouse of the Member under the U.S. Defense of Marriage Act of 1996.

(OO)

“Third Party Administrator” or “TPA” means Pentegra Services, Inc., a non-fiduciary provider of administrative services appointed and directed by the Plan Administrator or the Named Fiduciary either jointly or severally.

(PP)

“Trust” means the Trust or Trusts established and maintained pursuant to the terms and provisions of this document and any separately maintained Trust Agreement or Agreements.

(QQ)

“Trustee” generally means the person, persons or other entities designated by the Employer or its Board as the Trustee or Trustees hereof and specified as such in the Adoption Agreement and any Trust Agreement or Agreements.

(RR)

“Trust Agreement” means the document by which the Employer or its Board has appointed a Trustee of the Plan, specified the terms and conditions of such appointment and any fees associated therewith. The Employer or its Board may either adopt a separate Trust Instrument or utilize the Trust instrument provided under Article IX of the Plan.

(SS)

“Trust Fund” means the Trust Fund or Funds established by the Trust Agreement or Agreements.

(TT)

“Unit” means the unit of measure described in Article V of a Member’s proportionate interest in the available Investment Funds (as defined in Article IV).

(UU)

“Valuation Date” means any business day of any month for the Trustee, except that in the event the underlying portfolio(s) of any Investment Fund cannot be valued on such date, the Valuation Date for such Investment Fund shall be the next subsequent date on which the underlying portfolio(s) can be valued. Valuations shall be made as of the close of business on such Valuation Date(s).

(VV)

“Year of Employment” means a period of service of 12 months.

(WW)

“Year of Service” means any Plan Year during which an individual completed at least 1,000 Hours of Employment, or satisfied any alternative requirement, as determined by the Plan Administrator in accordance with any applicable Regulations issued by the DOL and the IRS.

(XX)

“Year of Eligibility Service” means where an Employer designates a one or two 12-consecutive-month eligibility waiting period, an Employee must complete at least 1,000 Hours of Employment during each 12-consecutive-month period (measured from his date of Employment and then as of the first day of each Plan Year commencing after such date of Employment); provided, however, if an Employee is credited with 1,000 Hours of Employment in both the initial eligibility computation period and the first Plan Year which commences prior to the first anniversary of the Employee’s employment commencement date, the Employee will be credited, for eligibility purposes, with two Years of Eligibility Service. Where an Employer designates an eligibility waiting period of less than 12 months, an Employee must, for purposes of eligibility, complete a required number of hours (measured from his date of Employment and each anniversary thereafter) which is arrived at by multiplying the number of months in the eligibility waiting period requirement by 83¹/3; provided, however, if an Employee completes at least 1,000 Hours of Employment within the 12 month period commencing on his Employment commencement date or during any Plan Year commencing after such Employment commencement date, such Employee will be treated as satisfying the eligibility service requirements.

Section 1.3

The masculine pronoun wherever used shall include the feminine pronoun.

ARTICLE II

PARTICIPATION AND MEMBERSHIP

Section 2.1 Eligibility Requirements

The Employer may elect as a requirement for eligibility to participate in the Plan (i) the completion of a service period equal to any number of months not to exceed 12 consecutive months, or (ii) the completion of a service period equal to one or two 12-consecutive-month periods, and/or (iii) if the Employer so elects, it may adopt a minimum age requirement from age 18 to age 21. Such election shall be made and reflected on the Adoption Agreement. Notwithstanding the foregoing, in the case of an Employer that adopts the 401(k) feature under Section 3.9, the eligibility requirements under such feature shall not exceed the period described in clause (i) above, and, at the election of the Employer, attainment of age 21 as described in clause (iii) above.

Notwithstanding the foregoing, the Employer may elect in the Adoption Agreement to establish as an eligibility requirement (as a minimum service requirement, minimum age requirement, or both) for Employer matching contributions, Employer basic contributions Employer supplemental contributions, and/or Employer Profit Sharing contributions (i) the completion of any number of months not to exceed 12 consecutive months, or (ii) the completion of one or two 12-consecutive-month periods, and/or (iii) if the Employer so elects, it may adopt a minimum age requirement from age 18 to age 21. Such election shall be made and reflected in the Adoption Agreement.

In implementing the eligibility service periods described above, (i) if an Employer designates in the Adoption Agreement an eligibility service crediting method based on the hours of service method, the satisfaction of the eligibility service requirement shall be dependent on the completion of a Year of Eligibility Service and (ii) if an Employer designates in the Adoption Agreement an eligibility service crediting method based on the elapsed time method, the satisfaction of the eligibility service requirement shall be dependent on the completion of the requisite Period of Service.

If a non-vested Member terminates employment without a vested interest in his Account derived from Employer contributions, Years of Employment (or, as applicable, Years of Service) before a period of consecutive Breaks in Service will not be taken into account for eligibility purposes if the number of consecutive Breaks in Service in such period equals or exceeds the greater of five or the aggregate number of Years of Employment (or, as applicable Years of Service) before such break. If a Member’s service is disregarded pursuant to this paragraph, such Member will be treated as a new Employee for eligibility purposes.

An Employer may, at its option, subject to the provisions of the Plan, adopt different Plan

features and provisions for different definable groups of Employees, including Employees acquired pursuant to a merger or acquisition. The Employer must demonstrate that the Plan continues to operate in compliance with the applicable provisions of the Code and IRS Regulations following the adoption of different Plan features for different definable groups of Employees.

Section 2.2 Exclusion of Certain Employees

To the extent provided in the Adoption Agreement, the following Employees may be excluded from participation in the Plan:

Employees not meeting the age and service requirements;

ii.

Employees who are included in a unit of Employees covered by a collective bargaining agreement between the Employee representatives and one or more Employers if there is evidence that retirement benefits were the subject of good faith bargaining between such Employee representatives and such Employer(s). For this purpose, the term “Employee representative” does not include any organization where more than one-half of the membership is comprised of owners, officers and executives of the Employer;

iii.

Employees who are non-resident aliens and who receive no earned income from the Employer which constitutes income from sources within the United States; and

iv.

Acquired Employees as defined in Article 1 Section 1.2(b).

Employees who are not regular full time or part time Employees (Flex Staff Employees).

vi.

Leased Employees within the meaning of Section 414(n)(2) of the Code.

vii

Short Term Employees (i.e. Employees hired under a written agreement which precludes Membership in the Plan and provides for a specific period of Employment not to exceed one year).

viii

Employees described in Section 2.4 or included in any other ineligible job classifications set forth in the Adoption Agreement.

Section 2.3 Waiver of Eligibility Requirements

The Employer, at its election, may waive the eligibility requirement(s) for participation specified above for (i) all Employees, or (ii) all those employed on or up to 12 months after its Commencement Date under the Plan. Subject to the requirements of the Code, the eligibility waiting period shall be deemed to have been satisfied for an Employee who was previously a Member of the Plan.

All Employees whose Employment commences after the expiration date of the Employer’s waiver of the eligibility requirement(s), if any, shall be enrolled in the Plan in accordance with the eligibility requirement(s) specified in the Adoption Agreement.

Section 2.4 Exclusion of Non-Salaried Employees

The Employer, at its election, may exclude non-salaried (hourly paid) Employees from participation in the Plan, regardless of the number of Hours of Employment such Employees complete in any Plan Year. Notwithstanding the foregoing, for purposes of this Section and all purposes under the Plan, a non-salaried Employee that is hired following the adoption date of the Plan by the Employer, but prior to the adoption of this exclusion by the Employer, shall continue to be deemed to be an Employee and will continue to receive benefits on the same basis as a salaried Member, despite classification as a non-salaried Employee.

Section 2.5 Commencement of Participation

Every eligible Employee (other than non-salaried or such other Employees who, at the election of the Employer, are excluded from participation) shall commence participation in the Plan on the later of:

(1)

The Employer’s Commencement Date, or

(2)

The first day of the month or calendar quarter (as designated by the Employer in the Adoption Agreement) coinciding with or next following his satisfaction of the eligibility requirements as specified in the Adoption Agreement.

(3)

The earlier of either the first day of the Plan Year or the first day of the seventh month of the Plan Year coincident with or next following the satisfaction of the eligibility requirements specified in the Adoption Agreement.

The date that participation commences shall be hereinafter referred to as the Enrollment Date. Notwithstanding the above, no Employee shall under any circumstances become a Member unless and until his enrollment application is filed with, and accepted by, the Plan Administrator. The Plan Administrator shall notify each Employee of his eligibility for membership in the Plan and shall furnish him with an enrollment application in order that he may elect to make or receive contributions on his behalf under Article III at the earliest possible date consonant with this Article.

If an Employee fails to complete the enrollment form furnished to him, the Plan Administrator shall do so on his behalf. In the event the Plan Administrator processes the enrollment form on behalf of the Employee, the Employee shall be deemed to have elected not to make any contributions and/or elective deferrals under the Plan, if applicable.

In the event a Member is no longer a member of an eligible class of employees and becomes ineligible to participate but has not incurred a break in service, such Employee will participate immediately upon returning to an eligible class of employees. If such Member incurs a break in service, eligibility will be determined under the break in service rules of the Plan.

In the event an Employee who is not a member of an eligible class of employees becomes a member of an eligible class, such Employee will participate immediately if such Employee has satisfied the minimum age and service requirements and would have otherwise previously become a Member.

Section 2.6 Termination of Participation

Membership under all features and provisions of the Plan shall terminate upon the earlier of (a) a Member’s termination of Employment and payment to him of his entire vested interest, or (b) his death.

ARTICLE III

CONTRIBUTIONS

Section 3.1 Contributions by Members

If the Adoption Agreement so provides, each Member may elect to make non-deductible, after-tax contributions under the Plan, based on increments of 1% of his Salary, provided the amount thereof, when aggregated with the amount of any pre-tax effective deferrals, does not exceed the limit established by the Employer in the Adoption Agreement.

All such after-tax contributions shall be separately accounted for, nonforfeitable and distributed with and in addition to any other benefit to which the Member is entitled hereunder. A Member may change his contribution rate as designated in the Adoption Agreement, but reduced or suspended contributions may not subsequently be made up.

Section 3.2 Elective Deferrals by Members

If the Adoption Agreement so provides, each Member may elect to make pre-tax elective deferrals (401(k) deferrals) under the Plan, based on increments of 1% of his Salary provided the amount thereof, when aggregated with the amount of any after-tax contributions, does not exceed the limit established by the Employer in the Adoption Agreement and in no event exceeds the limits of Code Sections 401(k), 402(g), 404 and 415, except to the extent Catchup contributions are permitted under the Plan in accordance with Section 414(v) of the Code and Section 3.15 of the Plan. Alternatively, a Member may elect to contribute for a Plan Year a dollar amount which does not exceed the maximum amount permitted under this Section 3.2 or the limit established by the Employer in the Adoption Agreement for such Plan Year and a pro-rata portion shall be withheld from each payment of Salary to such Member for the balance of the Plan Year remaining after the election takes effect. All such 401(k) deferrals shall be separately accounted for, nonforfeitable and distributed under the terms and conditions described under Article VII with and in addition to any other benefit to which the Member is entitled hereunder. A Member may change his 401(k) deferral rate or suspend his 401(k) deferrals as designated in the Adoption Agreement, but reduced or suspended deferrals may not subsequently be made up.

Notwithstanding any other provision of the Plan, no Member may make 401(k) deferrals during any Plan Year in excess of $11,000 as adjusted for cost-of living under Section 402(g) of the Code. In the event that the aggregate amount of such 401(k) deferrals for a Member exceeds the limitation in the previous sentence, the amount of such excess, increased by any income and decreased by any losses attributable thereto, shall be refunded to such Member no later than the April 15 of the Plan Year following the Plan Year for which the 401(k) deferrals were made. If a Member also participates, in any Plan Year, in any other plans subject to the limitations set forth in Section 402(g) of the Code and has made excess 401(k) deferrals under this Plan when combined with the other plans subject to such limits, to the

extent the Member, in writing designates to the TPA any 401(k) deferrals under this Plan as excess deferrals by no later than the March 1 of the Plan Year following the Plan Year for which the 401(k) deferrals were made, the amount of such designated excess, increased by any income and decreased by any losses attributable thereto, shall be refunded to the Member no later than the April 15 of the Plan Year following the Plan Year for which the 401(k) deferrals were made.

If so elected by the Employer in the Adoption Agreement, a Member may make a special election to defer a percentage of any bonuses received during the Plan Year subject to limits of Code Sections 401(k), 402(g), 404 and 415.

If so elected by the Employer in the Adoption Agreement, a Member may designate all or a portion of his or her elective deferrals to the Plan as Roth 401(k) contributions, in accordance with Code Sections 402A and 401(k) and the applicable regulations and guidance issued thereunder.

Section 3.3 Transfer of Funds and Rollover Contributions by Members

Each Member may elect to make, directly or indirectly, a rollover contribution to the Plan of amounts held on his behalf in (i) an employee benefit plan qualified under Section 401(a) or 403(a) of the Code, (ii) an individual retirement account or annuity as described in Section 408(d)(3) of the Code, (iii) an annuity contract described in Section 403(b) of the Code, excluding after-tax contributions, (iv) an eligible plan under Section 457(b) of the Code which is maintained by state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state. All such amounts shall be certified in form and substance satisfactory to the Plan Administrator by the Member as being all or part of an “eligible rollover distribution” or a “rollover contribution” within the meaning of Section 402(c)(4) or Section 408(d)(3), respectively, of the Code. Such rollover amounts, along with the earnings related thereto, will be accounted for separately from any other amounts in the Member’s Account. A Member shall have a nonforfeitable vested interest in all such rollover amounts.

The Employer may, at its option, permit Employees who have not satisfied the eligibility requirements designated in the Adoption Agreement to make a rollover contribution to the Plan.

The Trustee of the Plan may also accept a direct transfer of funds, which meets the requirements of Section 1.411(d)-4 of the IRS Regulations, from a plan which the Trustee reasonably believes to be qualified under Section 401(a) of the Code in which an Employee was, is, or will become, as the case may be, a participant. If the funds so directly transferred are transferred from a retirement plan subject to Code Section 401(a)(11), then such funds shall be accounted for separately and any subsequent distribution of those funds, and earnings thereon, shall be subject to the provisions of Section 7.3 which are applicable when an Employer elects to provide an annuity option under the Plan.

In the event the Employer transfers assets into the plan which are attributable to an Employee Stock Ownership Plan (“ESOP”), such assets shall be subject to the following.

Put Option – Unless ownership of virtually all stock of an Employer which meets the applicable requirements of Code Section 409(I) and ERISA Section 407(d)(5) (“Employer Stock”) is restricted to active Employees and qualified retirement plans for the benefit of Employees pursuant to the Employer’s certificates of incorporation or by-laws or where the ESOP is maintained by a subchapter S corporation, a terminated Member of the Beneficiary of a deceased Member may instruct the Plan Administrator to distribute the portion of the Member’s vested interest in his Account attributable to and transferred from an ESOP in the form of Employer Stock. Any Member who receives such Employer Stock, and any person who has received such Employer Stock from the Plan or from a Member by reason of the Member’s death or in competency, by reason of divorce or separation from the Member, or by reason of a rollover distribution described in Section 402 (c) of the Code, shall have the right to require the Employer which issued the Employer Stock to purchase the Employer Stock for its current fair market value (hereinafter referred to as the “put right”). The put right shall be exercisable by written notice to the Plan Administrator during the first 60 days after the Employer Stock attributable to the ESOP is distributed by the Plan, and, if not exercised in that period, during the first 60 days in the following Plan Year after the Plan Administrator has communicated to the Member its determination as to the Employer Stock’s current fair market value. If the put right is exercised, the Trustee may, if so directed by the Plan Administrator in its sole discretion, assume the Employer’s rights and obligations with respect to purchasing the Stock. However, the put right shall not apply to purchasing the Stock. However, the put right shall not apply to the extent that the Employer Stock, at the time the put right would otherwise be exercisable, is readily tradable on an established securities market (within the meaning of Code Section 409(h)(1)(B)).

Valuation – If the valuation of the Employer Stock attributable to the ESOP is not established by reported trading on a generally recognized public market, the Plan Administrator shall have the exclusive authority and responsibility to determine the value of such Employer Stock. Such value shall be determined as of each Valuation Date and on any other date as of which the Trustee purchased or sells Employer Stock in a manner consistent with Section 4975 of the Code and the Treasury Regulations thereunder. The Plan Administrator shall use generally accepted methods of valuing stock of similar corporations for purposes of arm’s length business and investment transactions, and in this

connection the Plan Administrator shall obtain, and to the fullest extent permitted by law shall be protected in relying upon, the valuation of Employer Stock as determined by an independent appraiser experienced in preparing valuation of similar businesses.

Diversification – The Plan Administrator shall provide for a procedure under which each Member may, during the first five years of a certain six-year period, elect to have up to 25 percent (determined on a cumulative basis) of the value of his Account attributable to the ESOP committed to alternative investment options under the Plan. For the sixth year in this period, the Member may elect to have up to 50 percent (determined on a cumulative basis) of the value of such Account committed to other investments. The six-year period shall begin with the Plan Year following the first Plan Year in which the Member has both reached age 55 and completed 10 years of membership in the Plan (including periods of participation in the related ESOP); a Member’s election to diversify such Account must be made within the 90-day period immediately following the last day of each of the six Plan Years. The Plan Administrator shall ensure that the Plan includes a sufficient number of investment options to comply with Section 401(a)(28)(B) of the Code.

Voting – The Trustee shall vote all Employer Stock attributable to the ESOP at such time and in such manner as the Plan Administrator shall direct. Notwithstanding the foregoing, if the Employer has a registration-type class of securities, each Member or Beneficiary shall be entitled to direct the Trustee as to the manner in which such Employer Stock which is entitled to vote is to be voted. If the Employer does not have a registration-type class of securities, each Member or Beneficiary shall be entitled to direct the Trustee as to the manner in which voting rights on shares of Employer Stock attributable to the ESOP are to be exercised with respect to the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all of the assets of a trade or business, or such similar transaction as prescribed by the Treasury Regulations.

For purposes of this paragraph, the term “registration-type class of securities” means: (i) a class of securities required to be registered under Section 12 of the Securities Exchange Act of 1934; and (ii) a class of securities which would be required to be so registered except for the exemption from registration provided in subsection (g)(2)(H) of such Section 12.

Notwithstanding any provision of the Plan to the contrary, the Employer may elect in the Adoption Agreement not to permit Rollover contributions to the Plan of either an “eligible rollover distribution” or a “rollover contribution” within the meaning of Section 402(c) (4) or Section 408(d) (3) of the Code, respectively.

Section 3.4 Employer Contributions - General

The Employer may elect to make regular or discretionary contributions under the Plan. Such Employer contributions may be in the form of (i) matching contributions, (ii) basic contributions, (iii) safe harbor CODA contributions and/or (iv) profit sharing contributions as designated by the Employer in the Adoption Agreement and/or (i) supplemental contributions and/or (ii) qualified nonelective contributions as permitted under the Plan. Each such contribution type shall be separately accounted for by the TPA.

Section 3.5 Employer Matching Contributions

The Employer may elect to make regular matching contributions under the Plan. Such matching contributions on behalf of any Member shall be conditioned upon the Member making after-tax contributions under Section 3.1 and/or 401(k) deferrals under Sections 3.2 and 3.9.

If so adopted, the Employer shall contribute under the Plan on behalf of each of its Members an amount equal to a percentage (as specified by the Employer in the Adoption Agreement) of the Member’s after-tax contributions and/or 401(k) deferrals not in excess of a maximum percentage as specified by the Employer in the Adoption Agreement (in increments of 1%) of his Salary. The percentage elected by the Employer shall be based on a formula not to exceed 200% or in accordance with one of the schedules of matching contribution formulas listed below, and must be uniformly applicable to all Members.


	Years of Employment	Matching %
Formula Step 1	Less than 3 At least 3 but less than 5 5 or more	50 75 100	% % %

Formula Step 2	Less than 3 At least 3 but less than 5 5 or more	100 150 200	% % %

Section 3.6 Employer Basic Contributions

The Employer may elect to make regular basic contributions under the Plan. Such basic contributions on behalf of any Member shall not be conditioned upon the Member making after-tax contributions and/or 401(k) deferrals under this Article III. If so adopted, the Employer shall contribute to the Plan on behalf of each Member (as specified by the Employer in the Adoption Agreement) an amount equal to a percentage not to exceed 15% (as specified by the Employer in the Adoption Agreement) in increments of 1% of the

Member’s Salary. The percentage elected by the Employer shall be uniformly applicable to all Members. The Employer may elect, if basic contributions are made on behalf of its Members on a monthly basis, to restrict the allocation of such basic contribution to those Members who were employed with the Employer on the last day of the month for which the basic contribution is made.

Section 3.7 Supplemental Contributions by Employer

An Employer may, at its option, make a supplemental contribution under Formula (1) or (2) below:

Formula (1)

A uniform percentage (as specified by the Employer) of each Member’s contributions not in excess of a maximum percentage (if the Employer elects to impose such a maximum) of the Member’s Salary which were received by the Plan during the Plan Year with respect to which the supplemental contribution relates. If the Employer elects to make such a supplemental contribution, it shall be made on or before the last day of the second month in the Plan Year following the Plan Year described in the preceding sentence on behalf of all those Members who were employed with the Employer on the last working day of the Plan Year with respect to which the supplemental contribution relates.

Formula (2)

A uniform dollar amount per Member or a uniform percentage (limited to a specific dollar amount, if elected by the Employer) of each Member’s Salary for the Plan Year (or, at the election of the Employer, the Employer’s fiscal year) to which the supplemental contribution relates. If the Employer elects to make such a supplemental contribution, it shall be made within the time prescribed by law, including extensions of time, for filing of the Employer’s federal income tax return on behalf of all those Members who have completed 1,000 Hours of Service during the Plan Year (or fiscal year), were employed with the Employer on the last working day of the Plan Year (or the fiscal year), or retired, died or terminates employment due to a Disability during the Plan Year (or fiscal year) to which the supplemental contribution relates. The Employer may, at its option, elect to make a contribution under this paragraph to only those Members who’s Salary is less than an amount to be specified by the Employer to the extent that such Salary limit is less than the dollar amount under Section 414(q) of the Code for such year. The percentage contributed under this Formula (2) shall be limited in accordance with the Employer’s matching formula and basic contribution rate, if any, under this Article such that the sum of the Employer’s Formula (2) supplemental contribution plus all other Employer contributions under this Article shall not exceed 15% of Salary for such year.

Section 3.8 The Profit Sharing Feature

An Employer may, at its option, adopt the Profit Sharing Feature as described herein, subject to any other provisions of the Plan, where applicable. This Feature may be adopted either in lieu of, or in addition to, any other Plan Feature contained in this Article III. The Profit Sharing Feature is designed to provide the Employer a means by which to provide discretionary contributions on behalf of Employees eligible under the Plan.

If this Profit Sharing Feature is adopted, the Employer may contribute on behalf of each of its eligible Members, on an annual (or at the election of the Employer, quarterly) basis for any Plan Year or fiscal year of the Employer (as the Employer shall elect), a discretionary amount not to exceed the maximum amount allowable as a deduction to the Employer under the provisions of Section 404 of the Code, and further subject to the provisions of Article X.

Any such profit sharing contribution must be received by the Trustee within the time prescribed by law, including extensions of time, for filing of the Employer’s federal income tax return following the close of the Contribution Determination Period on behalf of all those Members who are entitled to an allocation of such profit sharing contribution as set forth in the Adoption Agreement. For purposes of making the allocations described in this paragraph, a Member who is on a Type 1 nonmilitary Leave of Absence (as defined in Sections 1.2(W) and 10.8(B)(1)) or a Type 4 military Leave of Absence (as defined in Sections 1.2(W) and 10.8(B)(4)) shall be treated as if he were a Member who was an Employee in Employment on the last day of such Contribution Determination Period.

Profit sharing contributions shall be allocated to each Member’s Account for the Contribution Determination Period at the election of the Employer, in accordance with one of the following options:


Profit Sharing Formula 1 –		In the same ratio as each Member’s Salary during such Contribution Determination Period bears to the total of such Salary of all Members.

Profit Sharing Formula 2 –		In the same ratio as each Member’s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s) bears to the total of such Salary of all Members.

The Employer may integrate the Profit Sharing Feature with Social Security in accordance with the following provision. The annual (or quarterly, if applicable) profit sharing contributions for any Contribution Determination Period (which period shall include, for the purposes of the following maximum integration levels provided hereunder where the Employer has elected quarterly allocations of contributions, the four quarters of a Plan Year or fiscal year) shall be

allocated to each Member’s Account at the election of the Employer, in accordance with one of the following options:


Profit Sharing Formula 3 –		In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary during the Contribution Determination Period (the “Base Contribution Percentage”), plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the Contribution Determination Period in excess of the Social Security Taxable Wage Base for such Contribution Determination Period (the “Excess Contribution Percentage”).

Profit Sharing Formula 4 –		In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s), if any, up to the Base Contribution Percentage for such Contribution Determination Period, plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary in excess of the Social Security Taxable Wage Base for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s), equal to the Excess Contribution Percentage.

Profit Sharing Formula 5 –		In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary during the Contribution Determination Period (the “Base Contribution Percentage”), plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the Contribution Determination Period in excess of the Integration Level (as specified by the Employer in the Adoption Agreement).

Profit Sharing Formula 6 –		In a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s), if any (the “Base Contribution Percentage”), plus a uniform percentage (as specified by the Employer in the Adoption Agreement) of each Member’s Salary for the portion of the Contribution Determination Period during which the Member satisfied the Employer’s eligibility requirement(s), if any, in excess of the Integration Level (as specified by the Employer in the Adoption Agreement).


Profit Sharing Formula 7 –	Subject to the overall permitted disparity limit, Profit Sharing contributions shall be allocated as follows:

	Step One:	If the plan is Top-Heavy (See Article X, Section 10.2), contributions will be allocated to each Member’s account in the ratio that each Member’s Salary bears to the total of all Members’ Salary, but not in excess of 3% of each Member’s Salary.

	Step Two:	If the plan is Top-Heavy, any contributions remaining after the allocation in Step One will be allocated to each Member’s account in the ratio that each Member’s Salary for the Plan Year in excess of the Integration Level bears to the total excess Salary of all Members, but not in excess of 3% of each Member’s Salary in excess of the Integration Level.

	Step Three:	Any contributions remaining after the allocation in Step Two will be allocated to each Member’s account in the ratio that the sum of each Member’s Salary and Salary in excess of the Integration Level bears to the sum of all Members’ Salary and Salary in excess of the Integration Level, but not in excess of the Profit Sharing Maximum Disparity Rate times the sum of the Member’s Salary and Salary in excess of the Integration Level.

	Step Four:	Any remaining Employer contributions will be allocated to each Member’s account in the ratio that each Member’s Salary bears to the total of all Members’ Salary.

		For purposes of this Profit Sharing Formula 7, Annual Overall Permitted Disparity Limit shall mean, notwithstanding the preceding Step One through Step Four, for any Plan Year that the Plan benefits any Member who benefits under another qualified plan or simplified employee pension (as defined in Section 408(k) of the Code) maintained by the Employer that provides for permitted disparity (or imputes disparity), Employer contributions will be allocated to the account of each Member who is entitled to an allocation in the ratio that such Member’s total Salary bears to the total Salary of all Members. The Profit Sharing maximum disparity rate is 5.7%. If the Integration Level selected is equal to the Taxable Wage Base, the applicable percentage is 2.7% if the Plan is Top-Heavy and 5.7% if the Plan is not Top-Heavy. The Taxable Wage Base is the contribution and benefits base in effect under Section 230 of the Social Security Act in effect as of the beginning of the Plan Year.

The Excess Contribution Percentage described in Profit Sharing Formulas 3, 4, 5 and 6 above may not exceed the lesser of (i) the Base Contribution Percentage, or (ii) the greater of (1) 5.7% or (2) the percentage equal to the portion of the Code Section 3111(a) tax imposed on employers under the Federal Insurance Contributions Act (as in effect as of the beginning of the Plan Year) which is attributable to old-age insurance. For purposes of this subparagraph, “compensation” as defined in Section 414(s) of the Code shall be substituted for “Salary” in determining the Excess Contribution Percentage and the Base Contribution Percentage.

Notwithstanding any provision of the Plan to the contrary, for purposes of Profit Sharing Formulas 5 and 6, the Integration Level is the amount of Salary specified in the Adoption Agreement at or below which the rate of contributions or benefits (expressed in each case as a percentage of such Salary) provided under the Plan is less than the rate of contributions or benefits (expressed in each case as a percentage of such Salary) provided under the Plan with respect to Salary above such level. For purposes of Formula 5, the Adoption Agreement must specify an Integration Level in effect for the Plan Year for each Member. No Integration Level in effect for a particular year may exceed the contribution and benefit base (Taxable Wage Base) under Section 230 of Social Security Act (Section 3121(a)(1) of the Code) in effect for the first day of the Plan Year.

Notwithstanding the foregoing, the Employer may not adopt the Social Security integration options provided above if any other integrated defined contribution or defined benefit plan is maintained by the Employer during any Contribution Determination Period.

Notwithstanding any provision of the Plan to the contrary, in order to receive an allocation of Employer Profit Sharing Contributions, the Employer may require, as provided in the Employer’s Adoption Agreement, that the Member complete 1,000 Hours of Employment during the Contribution Determination Period or retire, die or become totally and permanently disabled prior to the last day of the Contribution Determination Period.

Section 3.9 The 401(k) Feature

The Employer may, at its option, adopt the 401(k) Feature described hereunder and in Section 3.2 above for the exclusive purpose of permitting its Members to make 401(k) deferrals to the Plan.

The Employer may make, apart from any matching contributions it may elect to make, Employer qualified nonelective contributions as defined in Section 1.401(k)(6) of the Regulations. The amount of such contributions shall not exceed 50% of the Salary of all Members eligible to share in the allocation when combined with all Employer contributions (including 401(k) elective deferrals) to the Plan for such Plan Year. Allocation of such contributions shall be made, at the election of the Employer, to the accounts of (i) all Members, or (ii) only Members who are not Highly Compensated Employees. Allocation of such contributions shall be made, at the election of the Employer, in the ratio (i) which each eligible Member’s Salary for the Plan Year bears to the total Salary of all eligible Members for such Plan Year, or (ii) which each eligible Member’s Salary not in excess of a fixed dollar amount specified by the Employer for the Plan Year bears to the total Salary of all eligible Members taking into account Salary for each such Member not in excess of the specified dollar amount. Notwithstanding any provision of the Plan to the contrary, such contributions shall be subject to the same vesting requirements and distribution restrictions as Members’ 401(k) deferrals and shall not be conditioned on any election or contribution of the Member under the 401(k) feature. Any such contributions must be made on or before the last day of the second month after the Plan Year to which the contribution relates. Further, for purposes of the actual deferral percentage or actual contribution percentage tests described below, the Employer may apply (in accordance with applicable Regulations) all or any portion of the Employer qualified nonelective contributions for the Plan Year toward the satisfaction of the actual deferral percentage test. Any remaining Employer qualified nonelective contributions not utilized to satisfy the actual deferral percentage test may be applied (in accordance with applicable Regulations) to satisfy the actual contribution percentage test.

Effective for Plan Years beginning after December 31, 1996, the actual deferral percentages for Highly Compensated Employees shall, in accordance with the Code and IRS Regulations, satisfy either (i) or (ii) as follows:

(i)

Prior Year Testing:

Notwithstanding any other provision of this 401(k) Feature, the actual deferral percentage for a Plan Year for Members who are Highly Compensated Employees for such Plan Year and the prior year’s actual deferral percentage for Members who were Non-Highly Compensated Employees for the prior Plan Year must satisfy one of the following tests:

(a)

the actual deferral percentage for a Plan Year for Members who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s actual deferral percentage of those Members who are not Highly Compensated Employees for the prior Plan Year multiplied by 1.25; or

(b)

the actual deferral percentage for a Plan Year for Members who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s actual deferral percentage for Members who were Non-Highly Compensated Employees for the prior Plan Year multiplied by 2.0, provided that the actual deferral percentage for Members who are Highly Compensated Employees does not exceed the prior year’s actual deferral percentage for Members who were Non-Highly Compensated Employees in the prior Plan Year by more than 2 percentage points. This determination shall be made in accordance with the procedure described in Section 3.10 below.

For the first Plan Year that the Plan permits any Member to make elective deferrals and this is not a successor plan, for purposes of the foregoing tests, the prior year’s Non-Highly Compensated Employees’ actual deferral percentage shall be 3 percent unless the Employer has elected in the Adoption Agreement to use the current Plan Year’s actual deferral percentage for these Members. The Employer may elect in the Adoption Agreement to change from the Prior Year Testing method to the Current Year Testing method in accordance with the Code and IRS Regulations.

(i)

Current Year Testing:

If elected by the Employer in the Adoption Agreement, the actual deferral percentage tests in (a) and (b) above, will be applied by comparing the current Plan Year’s actual deferral percentage for Members who are Highly Compensated Employees for such Plan Year with the current Plan Year’s actual deferral percentage for Members who are Non-Highly Compensated Employees for such year. Once made, this election can only be changed and the Prior Year Testing method applied if the Plan meets the requirements for changing to Prior Year Testing set forth in IRS Notice 98-1 (or superseding guidance).

A Member is a Highly Compensated Employee for a particular Plan Year if he meets the

definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Member is a Non-highly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for that Plan Year.

Section 3.10 Determining the Actual Deferral Percentages

For purposes of this 401(k) Feature, the actual deferral percentage for a Plan Year means, for a specified group of Members for a Plan Year, the average of the ratios (calculated separately for each Member in such group) of (a) the amount of 401(k) deferrals (including, as provided in Section 3.9, any Employer qualified nonelective contributions) made to the Member’s account for the Plan Year, to (b) the amount of the Member’s compensation (as defined in Section 414(s) of the Code) for the Plan Year or, alternatively, where specifically elected by the Employer, for only that part of the Plan Year during which the Member was eligible to participate in the Plan.

An Employee’s actual deferral percentage shall be zero if no 401(k) deferral (or, as provided in Section 3.9, Employer qualified nonelective contribution) is made by him or on his behalf for such applicable Plan Year. If the Plan and one or more other plans which include cash or deferred arrangements are considered as one plan for purposes of Sections 401(a)(4) and 410(b) of the Code, the cash or deferred arrangements included in such plans shall be treated as one arrangement for purposes of this 401(k) Feature.

The TPA shall determine as of the end of the Plan Year whether one of the actual deferral percentage tests specified in Section 3.9 above is satisfied for such Plan Year. This determination shall be made after first determining the treatment of excess deferrals within the meaning of Section 402(g) of the Code under Section 3.2 above. In the event that neither of such actual deferral percentage tests is satisfied, the TPA shall, to the extent permissible under the Code and the IRS Regulations, refund the excess contributions for the Plan Year in the following order of priority: by (i) refunding such amounts deferred by the Member which were not matched by his Employer (and any earnings and losses allocable thereto), and (ii) refunding amounts deferred for such Plan Year by the Member (and any earnings and losses allocable thereto), and, to the extent permitted under the Code and applicable IRS Regulations, forfeiting amounts contributed for such Plan Year by the Employer with respect to the Member’s 401(k) deferrals that are returned pursuant to this Paragraph (and any earnings and losses allocable thereto).

The distribution of such excess contributions shall be made to Highly Compensated Employees to the extent practicable before the 15th day of the third month immediately following the Plan Year for which such excess contributions were made, but in no event later than the end of the Plan Year following such Plan Year or, in the case of the termination of the Plan in accordance with Article XI, no later than the end of the twelve-month period immediately following the date of such termination.

For purposes of this 401(k) Feature, “excess contributions” means, with respect to any Plan Year, the excess of the aggregate amount of 401(k) deferrals (and any other amounts contributed by the Employer that are taken into account in determining the actual deferral percentage of Highly Compensated Employees for such Plan Year) (collectively, “401(k) amounts”) made to the accounts of Highly Compensated Employees for such Plan Year, over the maximum amount of such deferrals that could be made by such Members without violating the requirements described above. The excess contributions to be distributed shall be determined by reducing 401(k) amounts made by or on behalf of Highly Compensated Employees beginning with the Highly Compensated Employee with the largest 401(k) amounts for the Plan Year until such amount is reduced to be equal to the Highly Compensated Employee with the next largest 401(k) amount. The procedure described in the preceding sentence shall be repeated until all excess contributions have been eliminated and, as applicable, refunded.

Where an Employer has elected, in the Adoption Agreement, to allow Member contributions, a Member may treat excess contributions allocated to him as an amount distributed to the Member and then contributed by the Member to the Plan. Recharacterized amounts will remain nonforfeitable. Amounts may not be recharacterized by a Highly Compensated Employee to the extent that such amount in combination with other Employee contributions made by that Employee would exceed any stated limit under the Plan on Employee contributions.

Recharacterization must occur no later than 2¹/2 months after the last day of the Plan Year in which such excess contributions arose and is deemed to occur no earlier than the date the last Highly Compensated Employee is informed in writing of the amount recharacterized and the consequences thereof. Recharacterized amounts will be taxable to the Member for the Member’s taxable year in which the Member would have received them in cash.

Section 3.11 Determining the Actual Contribution Percentages

Notwithstanding any other provision of this Section 3.11, effective for Plan Years beginning after December 31, 1996, the actual contribution percentage for the Plan Year for Highly Compensated Employees shall, in accordance with the Code and IRS Regulations, satisfy either (i) or (ii) as follows:

(i)

Prior Year Testing

(a)

the actual contribution percentage for a Plan Year for Members who are Highly Compensated Employees for the Plan Year shall not exceed the prior Plan Year’s actual contribution percentage for Members who were Non-Highly Compensated Employees for the prior Plan Year multiplied by 1.25, or

(b)

the actual contribution percentage for Members who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s actual contribution percentage for Members who were Non-Highly Compensated Employees for the prior Plan Year multiplied by 2, provided that the actual contribution percentage for Members who are Highly Compensated Employees does not exceed the actual contribution percentage for Members who were Non-Highly Compensated Employees in the prior Plan Year by more than 2 percentage points.

For the first Plan Year this Plan permits any Member to make after-tax contributions pursuant to Section 3.1, provides for Employer matching contributions (pursuant to Section 3.5), or both, and this is not a successor plan, for purposes of the foregoing tests, the prior Plan Year’s Non-Highly Compensated Employees’ actual contribution percentage shall be 3 percent unless the Employer has elected in the Adoption Agreement to use the current Plan Year’s actual contribution percentage for these Members.

(ii)

Current Year Testing

If elected by the Employer in the Adoption Agreement, the actual contribution percentage tests in (a) and (b), above, will be applied by comparing the current Plan Year’s actual contribution percentage for Members who are Highly Compensated Employees for such Plan Year with the current Plan Year’s actual contribution percentage for Members who are Non-Highly Compensated Employees for such year. Once made, this election can only be changed and the Prior Year Testing method applied if the Plan meets the requirements for changing to Prior Year Testing set forth in IRS Notice 98-1 (or superseding guidance).

For purposes of this Article III, the “actual contribution percentage for a Plan Year means for a specified group of Employees, the average of the ratios (calculated separately for each Employee in such group) of (A) the sum of (i) Member after-tax contributions credited to his Account for the Plan Year, (ii) Employer matching contributions and/or supplemental contributions under Formula 1 credited to his Account as described in this Article for the Plan Year, and (iii) in accordance with and to the extent permitted by the IRS Regulations, 401(k) deferrals (and, as provided in Section 3.9, any Employer qualified nonelective contributions) credited to his Account, to (B) the amount of the Member’s compensation (as defined in Section 414(s) of the Code) for the Plan Year or, alternatively, where specifically elected by the Employer, for only that part of the Plan Year during which the Member was eligible to participate in the Plan. An Employee’s actual contribution percentage shall be zero if no such contributions are made by him or on his behalf for such Plan Year.

The TPA shall determine as of the end of the Plan Year whether one of the actual contribution percentage tests specified above is satisfied for such Plan Year. This

determination shall be made after first determining the treatment of excess deferrals within the meaning of Section 402(g) of the Code under Section 3.2 above and then determining the treatment of excess contributions under Section 3.10 above. In the event that neither of the actual contribution percentage tests is satisfied, the TPA shall (i) refund the excess aggregate contributions to the extent attributable to Member after-tax contributions and vested matching contributions for which the underlying Member after-tax contributions or 401(k) deferrals are not subject to correction under the actual deferral percentage or actual contribution percentage tests for such year (and any income related thereto) and (ii) forfeit the excess aggregate contributions to the extent attributable to non-vested Employer matching contributions and vested Employer matching contributions for which the underlying Member after-tax contributions or 401(k) deferrals are subject to correction under the actual deferral percentage or actual contribution percentage tests for such year (and any income related thereto), in the manner described below.

For purposes of this Article III, “excess aggregate contributions” means, with respect to any Plan Year and with respect to any Member, the excess of the aggregate amount of contributions (and any earnings and losses allocable thereto) made as (i) Member after-tax contributions credited to his Account for the Plan Year, (ii) Employer matching contributions and/or supplemental contributions under Formula 1 credited to his Account as described in this Article for the Plan Year, and (iii) in accordance with and to the extent permitted by the IRS Regulations, 401(k) deferrals (and, as provided in Section 3.9, any Employer qualified nonelective contributions) credited to his Account (if the Plan Administrator elects to take into account such deferrals and contributions when calculating the actual contribution percentage) of Highly Compensated Employees for such Plan Year, over the maximum amount of such contributions that could be made as Employer contributions, Member contributions and 401(k) deferrals of such Members without violating the requirements of any Subparagraph of this Section 3.11.

To the extent excess aggregate contributions must be refunded or forfeited for a Plan Year, such excess amounts will be refunded (or, as applicable, forfeited) first to the Highly Compensated Employees with the largest Contribution Percentage Amounts (as defined below) taken into account in calculating the actual contribution percentage test for the year the excess arose and continuing in descending order until all the excess aggregate contributions are refunded (or, as applicable, forfeited). For purposes for the preceding sentence, the “largest amount” is determined after distribution of any excess aggregate contributions. For purposes of this paragraph, “Contribution Percentage Amounts” means the sum of Member after-tax contributions, Employer matching contributions, Employer supplemental contributions under Formula (1), and qualified matching contributions ( to the extent not taken into account for purposes of the actual deferral percentage test) made under the Plan on behalf of the Member for the Plan Year. However, such Contribution Percentage Amounts shall not include Employer matching contributions that are forfeited either to correct excess aggregate contributions or because the contributions to which they relate are excess deferrals, excess contributions or excess aggregate contributions.

The refund or forfeiture of such excess aggregate contributions shall be made with respect to such Highly Compensated Employees to the extent practicable before the 15th day of the third month immediately following the Plan Year for which such excess aggregate contributions were made, but in no event later than the end of the Plan Year following such Plan Year or, in the case of the termination of the Plan in accordance with Article XI, no later than the end of the twelve-month period immediately following the date of such termination.

For purposes of this Section, the contribution percentage (which shall mean the ratio of the Member’s Contribution Percentage Amounts to the Member’s compensation for the Plan Year) for any Member who is a Highly Compensated Employee and who is eligible to have Contribution Percentage Amounts allocated to his account under two or more plans described in Section 401(a) of the Code, or arrangements described in Section 401(k) of the Code that are maintained by the Employer, shall be determined as if the total of such Contribution Percentage Amounts was made under each plan. If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement. Notwithstanding the foregoing, certain plans shall be treated as separate if mandatorily disaggregated under regulations under Section 401(m) of the Code.

In the event that this plan satisfies the requirements of Sections 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Sections of the Code only if aggregated with this Plan, then this Section shall be applied by determining the actual contribution percentage of employees as if all such plans were a single plan. Any adjustments to the Non-highly Compensated Employee actual contribution percentage for the prior year will be made in accordance with IRS Notice 98-1 and any superseding guidance, unless the Employer has elected in the Adoption Agreement to use the Current Year Testing method. Plans may be aggregated in order to satisfy Section 401(m) of the Code only if they have the same Plan Year and use the same actual contribution percentage testing method.

For purposes of the actual contribution percentage test, Employee contributions are considered to have been made in the Plan Year in which contributed to the trust. Matching contributions and qualified nonelective contributions will be considered made for a Plan Year if made no later than the end of the 12-month period beginning on the day after the close of the Plan Year.

The Employer shall maintain records sufficient to demonstrate satisfaction of the actual contribution percentage test and the amount of qualified nonelective contributions used in such test.

A Member is a Highly Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Member is a Non-highly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for that Plan Year.

Section 3.12 Remittance of Contributions

The contributions of both the Employer and the Plan Members shall be recorded by the Employer and remitted to the TPA for transmittal to the Trustee or custodian or directly to the Trustee or custodian so that (i) in the case of Employer contributions the Trustee or custodian shall be in receipt thereof by the 15th day of the month next following the 1 month in respect of which such contributions are payable and (ii) in the case of Member after-tax contributions and 401(k) deferrals, the Trustee or custodian shall be in receipt thereof by the 15^th business day of the month following the month in which the Member contributions are received by the Employer or the 15^th business day of the month following the month in which such amount would otherwise have been payable to the Member in cash. Such amounts shall be used to provide additional Units pursuant to Article V.

Section 3.13 Safe Harbor CODA

If the Employer has elected the safe harbor CODA option in the Adoption Agreement, the provisions of this Section 3.13 shall apply for the Plan Year and any provisions relating to the actual deferral percentage test described in §401(k)(3) of the Code or the actual contribution percentage test described in §401(m)(2) of the Code do not apply. To the extent that any other provision of the Plan is inconsistent with the provisions of this Section and in accordance with Section 401(k)(12) of the Code and Treasury Regulations thereunder, the provisions of this Section govern.

(A)	Actual Deferral Percentage Test Safe Harbor

(1)

Unless the Employer elects in the Adoption Agreement to make Enhanced Matching Contributions (as provided in the Adoption Agreement) or safe harbor nonelective contributions, the Employer will contribute monthly or on another periodic basis for the Plan Year a safe harbor matching contribution to the Plan on behalf of each eligible Employee equal to (i) 100 percent of the amount of the Employee’s 401(k) deferrals that do not exceed 3 percent of the Employee’s Salary for the Plan Year, plus (ii) 50 percent of the amount of the Employee’s 401(k) deferrals that exceed 3 percent of the Employee’s Salary but that do not exceed 5 percent of the Employee’s Salary (“Basic Matching Contributions”).

(2)

The Member’s benefit derived from ADP Test Safe Harbor Contributions is nonforfeitable and may not be distributed earlier than separation from service, death, disability, an event described in §401(k)(10) of the Code, or the attainment of age 59¹/2. In addition, such contributions must satisfy the ADP Test Safe Harbor without regard to permitted disparity under §401(l) of the Code.

(3)

At least 30 days, but not more than 90 days, before the beginning of the Plan Year, the Employer will provide each Eligible Employee a comprehensive notice of the Employee’s rights and obligations under the Plan, written in a manner calculated to be understood by the average Eligible Employee. If an Employee becomes eligible after the 90^th day before the beginning of the Plan Year and does not receive the notice for that reason, the notice must be provided no more than 90 days before the Employee becomes eligible but not later than the date the Employee becomes eligible.

(4)

In addition to any other election periods provided under the Plan, each Eligible Employee may make or modify a deferral election during the 30-day period immediately following receipt of the notice described above.

Section 3.14 Catch-Up Contributions

The Employer may elect, in its Adoption Agreement, to provide catch-up contributions whereby all Members who are eligible to make elective deferrals under this Plan and who have attained age 50 before the close of the Plan Year will be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Internal Revenue Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

The Employer may elect in the Adoption Agreement not to make an allocation of employer matching contributions on such catch-up contributions. However, in the absence of such an election, employer matching contributions shall be made with respect to catch-up contributions.

For purposes of this Section 3.14, matching contributions shall be those employer contributions which are allocated to a Member’s account pursuant to Section 3.5 and/or Section 3.7 (Formula 1).

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

Section 4.1 Investment by Trustee or Custodian

All contributions to the Plan shall, upon receipt by the TPA, be delivered to the Trustee or custodian to be held in the Trust Fund and invested and distributed by the Trustee or custodian in accordance with the provisions of the Plan and Trust Agreement. The Trust Fund shall consist of one or more of the Investment Funds or other applicable investment vehicles designated by the Employer in the Adoption Agreement.

With the exception of an investment fund whose assets consist of all or substantially all of Employer Stock (“Employer Stock Fund”) or, if applicable, the Certificate of Deposit Fund, the Trustee may in its discretion invest any amounts held by it in any Investment Fund in any commingled or group trust fund described in Section 401(a) of the Code and exempt under Section 501(a) of the Code or in any common trust fund exempt under Section 584 of the Code, provided that such trust fund satisfies any requirements of the Plan applicable to such Investment Funds. To the extent that the Investment Funds are at any time invested in any commingled, group or common trust fund, the declaration of trust or other instrument pertaining to such fund and any amendments thereto are hereby adopted as part of the Plan.

The Employer will designate which of the Investment Funds or other applicable investment vehicles will be made available to Members and the terms and conditions under which such Funds will operate with respect to employee direction of allocations to and among such designated Funds and the types of contributions and/or deferrals eligible for investment therein.

To the extent made available under the Plan, the Employer may elect to allow Members to direct the investment of their Accounts, pursuant to, and in accordance with, such rules and procedures as may be prescribed by the Employer or the Plan Sponsor, to a self-directed brokerage account. Where an Employer elects to provide a self-directed brokerage account under the Plan, the Trustee may invest amounts held by it in a self-directed brokerage account maintained by Charles Schwab & Co., Inc. (or any other entity which provides a self-directed brokerage account) on behalf of Plan Members who elect to utilize such investment vehicle.

Notwithstanding any provision of the Plan to the contrary, the Employer may elect to provide a non-employer sponsored Certificate of Deposit Fund as an investment vehicle.

Section 4.2 Member Directed Investments

To the extent permitted by the Employer as set forth in the Adoption Agreement, each Member shall direct in writing that his contributions and deferrals, if any, and the contributions made by the Employer on his behalf shall be invested (a) entirely in any one of the investment vehicles made available by the Employer, or (b) among the available investment vehicles in any combination of multiples of 1% or a specified dollar amount. If a Member has made any Rollover contributions in accordance with Article III, Section 3.3, such Member may elect to apply separate investment directions to such rollover amounts. Any such investment direction shall be followed by the TPA until changed. Subject to the provisions of the following paragraphs of this Section, as designated in the Adoption Agreement, a Member may change his investment direction as to future contributions and also as to the value of his accumulated Units in each of the available investments by filing written notice with the TPA. Such directed change(s) will become effective upon the Valuation Date coinciding with or next following the date which his notice was received by the TPA or as soon as administratively practicable thereafter. If the Adoption Agreement provides for Member directed investments, and if a Member does not make a written designation of an Investment Fund or Funds, or other investment vehicle, the Employer or its designee shall direct the Trustee to invest all amounts held or received on account of the Member in the Investment Fund which in the opinion of the Employer best protects principal.

Except as otherwise provided below, a Member may not direct a transfer from the Stable Value Fund to the Government Money Market Fund or the Certificate of Deposit Fund. A Member may direct a transfer from any other investment vehicle to the Government Money Market Fund or the Certificate of Deposit Fund provided that amounts previously transferred from the Stable Value Fund to such investment vehicle remain in such vehicle for a period of three months prior to being transferred to the Government Money Market Fund or the Certificate of Deposit Fund.

Section 4.3 Employer Securities

If the Employer so elects, the Employer and/or Members may direct that contributions will be invested in Employer Stock (within the meaning of Section 407(d)(5) of ERISA) through the Employer Stock Fund.

Notwithstanding any provision of the Plan to the contrary, the Employer may elect to value the Employer Stock Fund utilizing a share accounting methodology.

Section 4.4 Life Insurance

If the Employer so elects and in accordance with applicable law (including Code Section 401(a) and the regulations and rulings thereunder), the Employer and/or Members may direct that contributions be used to pay premiums on life insurance contracts for the

Member, the life of any person in whom the Member has an insurable interest or on the joint lives of a Member and any person in whom the Member has an insurable interest. The Employer shall establish a policy for obtaining Life Insurance under the Plan.

ARTICLE V

MEMBERS’ ACCOUNTS, UNITS AND VALUATION

The TPA shall establish and maintain an Account for each Member showing his interests in the available Investment Funds or other applicable investments, as designated by the Employer in the Adoption Agreement. The interest in each Investment Fund shall be represented by Units.

As of each Valuation Date, the value of a Unit in each Investment Fund shall be determined by dividing (a) the sum of the net assets at market value determined by the Trustee by (b) the total number of outstanding Units.

The number of additional Units to be credited to a Member’s interest in each available Investment Fund, as of any Valuation Date, shall be determined by dividing (a) that portion of the aggregate contributions and/or deferrals by and on behalf of the Member which was directed to be invested in such Investment Fund and received by the Trustee by (b) the Unit value of such Investment Fund.

The value of a Member’s Account may be determined as of any Valuation Date by multiplying the number of Units to his credit in each available Investment Fund by that Investment Fund’s Unit value on such date and aggregating the results. If, and to the extent, a Member’s Account is invested pursuant to a self-directed brokerage account, the investments held in that account shall be valued by the brokerage firm maintaining such account in accordance with such procedures as may be determined by such brokerage firm.

A Member is treated as benefiting under the plan for any plan year during which the Member received or is deemed to receive an allocation in accordance with Section 1.410 (b)-3(a) of the Code.

ARTICLE VI

VESTING OF ACCOUNTS

Section 6.1 Vesting of Member Contributions, 401(k) Deferrals, Qualified Nonelective Contributions, and Rollover Contributions

All Units credited to a Member’s Account based on after-tax contributions and/or 401(k) deferrals made by the Member and any earnings related thereto (including any rollover contributions allocated to a Member’s Account under the Plan and any earnings thereon) and, as provided in Section 3.9, Employer qualified nonelective contributions made on behalf of such Member shall be immediately and fully vested at all times.

Section 6.2 Vesting of Employer Contributions

Except as provided in Section 6.1, the Employer may, at its option, elect one of the available vesting schedules described herein for each of the employer contribution types applicable under the Plan as designated in the Adoption Agreement.

Schedule 1:

All applicable Employer contributions (and related earnings) shall be immediately and fully vested. If the eligibility requirement(s) selected by the Employer under the Plan require(s) that an Employee complete a service period which is longer than 12 consecutive months, this vesting Schedule 1 shall be automatically applicable.

Schedule 2: