exhibit10

EX-10 8 exhibit10_3.htm EXHIBIT 10.3 exhibit10_3

Ex. 10.3

PRINCIPAL FINANCIAL GROUP

PROTOTYPE

FOR

SAVINGS PLANS

THIS IS A 401(k) PROFIT SHARING PLAN.

ADOPTION AGREEMENT
STANDARD

IRS SERIAL NO. K2O5395a
ADOPTION AGREEMENT PLAN NO. 002
TO BE USED WITH BASIC PLAN NO. 02
APPROVED: AUGUST 7, 2001
203

Principal Life
Insurance Company
Des Moines. Iowa 50392-0001

Internal Revenue Service	Department of the Treasury
Plan Description: Prototype Standardized Profit
Sharing Plan with CODA	Washington, DC 20224
FFN: 50207440002-002 Case: 200000175 EIN: 42-0127290
Letter Serial No: K205395a
	Contact Person: Ms. Arrington 50-00197
PRINCIPAL LIFE INSURANCE CO
	Telephone Number: (202) 283-8811
710 9TH STREET
	In Reference to: T:EP:RA:T2
DES MOINES, IA 50309
	Date: 08/07/2001

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan. You are also required to send a copy of the approved form of the plan, any approved amendments and related documents to Employee Plans Determinations in Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553.

This letter considers the changes in qualifications requirements made by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554. These laws are referred to collectively as GUST.

Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section 401(a). However, an employer that adopts this plan may rely on this letter with respect to the qualification of its plan under Code section 401(a), except as provided below, provided the eligibility requirements and contribution or benefit provisions are not more favorable for highly compensated employees than for other employees. The terms of the plan must be followed in operation. Except as stated below, Employee Plans Determinations will not issue a determination letter with respect to this plan.

Our opinion does not apply for purposes of Code section 401 (a)(1 0)(B) and section 401 (a)(1 6) if an employer ever maintained another qualified plan for one or more employees who are covered by this plan, other than a specified paired plan within the meaning of section 4.13 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution plan(s), provided such other plan(s) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this plan. Likewise, if this plan is first effective on or after the effective date of the repeal of Code section 415(e), the employer will not be considered to have maintained another plan merely because the employer has maintained a defined benefit plan(s), provided the defined benefit plan(s) has been terminated prior to the effective date of this plan. Our opinion also does not apply for purposes of Code section 401 (a)(1 6) if, after December 31, 1985, the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419 A(d)(3).

An employer that adopts this plan may not rely on this opinion letter with respect to: (1) whether any amendment or series of amendments to the plan satisfies the nondiscrimination requirements of section 1.401 (a)(4)-5(a) of the regulations, except with respect to plan amendments granting past service that meet the safe harbor described in section 1.401 (a)(4)-5(a)(5) and are not part of a pattern of amendments that significantly discriminates in favor of highly compensated employees; or (2) whether the plan satisfies the effective availability requirement of section 1 .401 (a)(4)-4(c) of the regulations with respect to any benefit, right or feature.

An employer that adopts this plan as an amendment to a plan other than a standardized plan may not rely on this opinion letter with respect to whether a benefit, right or other feature that is prospectively eliminated satisfies the current availability requirements of section 1.401 (a)-4 of the regulations.

An employer that elects to continue to apply the pre-GUST family aggregation rules in years beginning after December 31, 1996, or the combined plan limit of section 415(e) in years beginning after December 31, 1999, will not be able to rely on the opinion letter without a determination letter.

The employer may request a determination (1) as to whether the plan, considered with all related qualified plans and, if appropriate, welfare benefit funds, satisfies the requirements of Code section 401(a)(16) as to limitations on benefits and contributions in Code section 415 and the requirements of Code section 401 (a)(10)(B) as to the top-heavy plan requirements in Code section 416; (2) regarding the nondiscriminatory effect of grants of past service; (3) with respect to whether a prospectively eliminated benefit, right or feature satisfies the current availability requirements; and (4) with respect to the continued application of the pre-GUST family aggregation rules in years beginning after December 31, 1996, or the combined plan limit of section 415(e) in years beginning after December 31, 1999. The employer may request a determination letter by filing an application with Employee Plans Determinations on Form 5307, Application for Determination for Adopters of Master or Prototype or Volume Submitter Plans.

If you, the master or prototype sponsor, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the sponsor. Individual participants and/or adopting employers with questions concerning the plan should contact the master or prototype sponsor. The plan's adoption agreement must include the sponsor's address and telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan.

		Sincerely yours,

	Paul T. Schultz

		Director
		Employee Plans Rulings & Agreements

TABLE OF CONTENTS


A.	ADOPTION AGREEMENT	1
B.	EMPLOYER	1
C.	PLAN NAME	1


D.	EFFECTIVE DATE	1
E.	YEARLY DATE	2
F.	FISCAL YEAR	2


G.	NAMED FIDUCIARY	2
H.	PLAN ADMINISTRATOR	2
I.	PREDECESSOR EMPLOYER AND PRIOR EMPLOYER	3


J.	ELIGIBLE EMPLOYEE	4
K.	HIGHLY COMPENSATED EMPLOYEE AND TESTING METHODS	5
L.	ENTRY REQUIREMENTS	6


M.	ENTRY DATE	7
N.	PAY	8
0.	ELECTIVE DEFERRAL CONTRIBUTIONS	9


P.	MATCHING CONTRIBUTIONS	14
0.	OTHER EMPLOYER CONTRIBUTIONS AND FORFEITURES	17
R.	NET PROFITS AND CONTRIBUTION REQUIREMENTS	22


S.	CONTRIBUTION MODIFICATIONS	23
T.	VOLUNTARY CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS	25
U.	INVESTMENTS	25


V.	VESTING PERCENTAGE	27
W.	VESTING SERVICE	29
X.	EQUIVALENCIES	30


Y.	WITHDRAWAL BENEFITS	31
Z.	RETIREMENT AND THE START OF BENEFITS	32
AA.	FORMS OF DISTRIBUTION FOR RETIREMENT BENEFITS	35


AB.	ADOPTING EMPLOYERS

            PRINCIPAL FINANCIAL GROUP PROTOTYPE
            FOR SAVINGS PLANS

            ADOPTION AGREEMENT - STANDARDIZED FORM

(Use black ink to complete the Adoption Agreement.)

This ADOPTION AGREEMENT together with the PRINCIPAL FINANCIAL GROUP PROTOTYPE BASIC SAVINGS PLAN constitutes (Select (1), (2), or (3).)

[ ] a new plan.

[X] a restatement of an existing plan (and trust). Such existing plan was qualifiable under 401(a) of the Internal Revenue Code. The provisions of this restatement are effective on January 1 , 2000 . This is the RESTATEMENT DATE. (Select if not currently on this Plan No. 002, Basic Plan No. 02 with the approval date shown on the cover page.)

[ ] Amendment No. ___________ to the Plan. It replaces all prior amendments to the Plan and the first Adoption Agreement. The provisions of this amendment are effective on ________________, ____________. (Select if currently on this Plan No. 002, Basic Plan No. 02 with the approval date shown on the cover page.)

The terms we, us, and our, as they are used in this Plan, refer to the EMPLOYER.

We, GREATER BUFFALO SAVINGS BANK


are the Employer. (Fill in exact legal name.)

The PLAN NAME is GREATER BUFFALO SAVINGS BANK 401(K) PENSION PLAN
(For example: ABC, Inc. 401(k) Savings Plan.)

The Plan's original effective date is January 1 , 2000 . This is the EFFECTIVE DATE.

The Yearly Date is January 1 , 2000 and (Select one.)

[X] the same day of each following year.

[ ] each following ______________________. (The first Plan Year is short.)

[ ] (a) each following _______________________________ through

(b)__________________________, ______________ and

(c) each following __________________________________ (A later Plan Year is short. Complete (a) using same month and day as in Yearly Date above, (b) using the same month and day as in (a) and the calendar year in which the short Plan Year begins, and (c) using the first day of the new Plan Year.)

If the first date in Item E is after the Effective Date, Yearly Dates before the first date in Item E above shall be determined under the provisions of the (Prior) Plan before that date.

The FISCAL YEAR is our taxable year and ends on December 31 (Month and day).

We are the NAMED FIDUCIARY, unless otherwise specified in (1) below.

[   ]


is the Named Fiduciary. (Principal Life Insurance Company cannot be named.)

We are the PLAN ADMINISTRATOR, unless otherwise specified in (1) below.

[   ]


is the Named Fiduciary. (Principal Life Insurance Company cannot be named.)

If (1) is selected, complete the address, phone number, and tax filing number of the Plan Administrator.

Address

Phone No. Tax Filing No. Tax Filing No.

PREDECESSOR EMPLOYER AND PRIOR EMPLOYER

A PREDECESSOR EMPLOYER is a firm of which we were once a part (e.g., due to a spinoff or a change of corporate status) or a firm absorbed by us because of a merger or acquisition (stock or asset, including a division or an operation of such company). No selections are needed for a Predecessor Employer which maintained this Plan since the Employer is defined as including such Predecessor Employer, and service with the Employer would therefore include service with such Predecessor Employer.

[ ] (Select if you wish to count service or pay with a Predecessor Employer which did not maintain this Plan.) A Predecessor Employer which did not maintain this Plan is deemed to be the Employer for purposes of determining: (Select at least one.)

[ ] Entry Service

NOTE: The Entry Date for an employee of such Predecessor Employer shall be the earliest Entry Date on or after he has both met the entry requirements and is an Eligible Employee.

ii)

[ ] Vesting Service

iii)

[ ] Hours of Service required to be eligible for an Employer
Contribution

iv)

[ ] Pay

[ ] (Select if service must be continuous.) Service with or pay from such Predecessor Employer shall be counted only if service continued without interruption.

[ ] (Select if Self-employed Individual's service and pay is to be counted.) Service with or pay from such Predecessor Employer include service or pay while a sole proprietor or partner.

[ ] (Select if not counted for all such Predecessor Employers.) Service with or pay from such Predecessor Employer shall be counted only as to a Predecessor Employer which (Select (i), (ii), or both.)

i) [ ] maintained a qualified pension or profit sharing plan (or)

ii)       [   ]   is named below: (Exact legal name(s).)

A PRIOR EMPLOYER is an Employee's last employer immediately prior to us which is not a Predecessor Employer or a Controlled Group member, but for which service credit is granted under the Plan. Service with such Prior Employer shall be counted only if service continued without interruption.

[   ] (Select if you wish to count service with a Prior Employer.) The following are Prior Employers for which service credit is granted under the Plan: (Exact legal name(s).)

Service with such Prior Employer shall be counted for purposes of determining: (If (a) above is selected, select (i), (ii), or both.)

i) [ ] Entry Service

NOTE: The Entry Date for an employee of such Prior Employer shall be the earliest Entry Date on or after he has both met the entry requirements and is an Eligible Employee.

ii) [ ] Vesting Service

An ELIGIBLE EMPLOYEE is (Select (1) or (2).)

[X] an Employee of ours or of an Adopting Employer (See Item AB.).

[ ] an Employee of ours or of an Adopting Employer (See Item AB.), provided the Employee meets the requirement(s) selected below. (Select at least one.)

[ ] Not represented for collective bargaining purposes by any collective bargaining agreement between us and employee representatives, if retirement benefits were the subject of good faith bargaining and if two percent or less of the Employees who are covered pursuant to that agreement are professionals as defined in section 1 .41 0(b)-9 of the regulations. For this purpose, the term "employee representatives" does not include any organization more than half of whose members are Employees who are owners, officers, or executives of ours.

[ ] Not a nonresident alien, within the meaning of Code Section 7701(b)(i)(B), who receives no earned income, within the meaning of Code Section 911 (d)(2), from us which constitutes income from sources within the United States, within the meaning of Code Section 861 (a)(3), or who receives such earned income but it is all exempt from income tax in the United States under the terms of an income tax convention.

[ ] Not an Employee who became an Employee as the result of a Code Section 410(b)(6)(C) transaction. These 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 Code Section 410(b)(6)(C) transaction is an asset or stock acquisition, merger, or similar transaction involving a change in the employer of the employees of a trade or business.

HIGHLY COMPENSATED EMPLOYEE AND TESTING METHODS.

HIGHLY COMPENSATED EMPLOYEE. The definition of Highly Compensated Employee in Plan Section 1.02 is modified below. (Select any that apply.)

[ ] TOP-PAID GROUP ELECTION. (Select if you wish to limit the number of Highly Compensated Employees based on compensation to the top-paid group.) In determining who is a Highly Compensated Employee, we make a top-paid group election. The effect of this election is that an Employee (who is not a 5-percent owner at any time during the determination year or the look-back year) with compensation in excess of $80,000 (as adjusted) for the look-back year is a Highly Compensated Employee only if the Employee was in the top-paid group for the look-back year.

[ ] CALENDAR YEAR DATA ELECTION. (Select if you wish to change the look-back year for compensation determination. This election has no effect if the Plan Year begins on January 1.) In determining who is a Highly Compensated Employee (other than as a 5-percent owner), we make a calendar year data election. The effect of this election is that the look-back year is the calendar year beginning with or within the look-back year.

NOTE: These elections must apply consistently to the determination years of all plans of yours except as provided in the definition of Highly Compensated Employee in Plan Section 1.02.

TESTING METHODS. This Plan shall use the prior year testing method for purposes of the ADP and ACP Tests, unless otherwise specified in (a) below.

[X] (Must be selected if 40 1(k) Safe Harbor Plan.) This Plan shall use the current year testing method for purposes of the ADP and ACP Tests.

NOTE: The Plan cannot change from the current year testing method to the prior year testing method for a Plan Year unless (i) the Plan has been using the current year testing method for the preceding five Plan Years or. if less, the number of Plan Years the Plan has been in existence or (ii) the Plan otherwise meets one of the conditions specified in Internal Revenue Service Notice 98-1 (or superseding guidance) for changing from the current year testing method.

If this is not a successor plan and the Plan is using the prior year testing method, for the first Plan Year this Plan permits any Member to make Elective Deferral Contributions, the prior year's Nonhighly Compensated Employees' ADP, as defined in Plan Section 3.07, shall be three percent, unless otherwise specified in (i) below.

[ ] (Cannot be used with (a) above.) The Plan Year's ADP, as defined in Plan Section 3.07, shall be used for the Nonhighly Compensated Employees' ADP.

If this is not a successor plan and the Plan is using the prior year testing method, for the first Plan Year this Plan permits any Member to make Voluntary Contributions, provides for Matching Contributions, or both, the prior year s Nonhighly Compensated Employees' ACP, as defined in Plan Section 3.07, shall be three percent, unless otherwise specified in (i) below.

[ ] (Cannot be used with (a) above.) The Plan Year's ACP, as
defined in Plan Section 3.07, shall be used for the Nonhighly
Compensated Employees' ACP.

ENTRY REQUIREMENTS.

[X] SERVICE REQUIRED to become an Active Member: (Select (a) or (b).)

[X] Service requirement is (Select (i), (ii), or (iii). Up to one year may be used, 6 months if Entry Date is Yearly Date.)

[X] one year.

ii)

[ ] months. (Up to 12. Only available if (2)(a) below is selected.)

iii)

[ ] days. (Up to 120. Only available if (2)(a) below is selected.)

ENTRY SERVICE, subject to the provisions of Plan Section 1.02, shall be determined as follows: (Select (a) or (b) if service is required for entry.)

[ ] ELAPSED TIME METHOD. Entry Service is the total of an Employee's Periods of Service without regard to Hours of Service.

[X] HOURS METHOD. A year of Entry Service is an Entry Service Period in which an Employee has at least 1,000 Hours of Service, unless otherwise specified in (i) below.

[X] (Up to 999.) Hours of Service.

ii)

CREDITING DATE. A year of Entry Service shall be credited at the end of the Entry Service Period.

iii)

ENTRY SERVICE PERIOD is the consecutive 12-month period beginning on an Employee's Hire Date and the consecutive 12-month period ending on the last day of each following Plan Year, unless otherwise specified in A below. Following Plan Years shall include all Plan Years that begin after his Hire Date. (See Plan Section 1.02 for the crediting of Entry Service during the first two periods.)

[ ] An Entry Service Period is the consecutive 12-month period beginning on an Employee's Hire Date and each following consecutive 12-month period beginning on an anniversary of that Hire Date.

iv)

An ENTRY BREAK, when the hours method is used, is an Entry Service Period in which an Employee is credited with not more than one-half of the Hours of Service required for a year of Entry Service, unless otherwise specified in A below.

[ ] or fewer Hours of Service. (Fill in up to 500 hours but less than hours required for a year of Entry Service.)

AGE REQUIRED to become an Active Member: (Select (a) or (b).)

[ ] A minimum age is not required.

[X] An Employee must be 21 or older. (Not over age 21, 20 112 if Entry Date is Yearly 'Date.)

[ ] DUAL ELIGIBILITY. (Only available if (1)(b) or (3)(b) above is selected. Cannot be used with Item 0(8) or (9).) The service and age requirements selected in (1)(b) and (3)(b) above shall not apply for purposes of Elective Deferral Contributions. For purposes of Elective Deferral Contributions, an Employee shall first become an Active Member (begin active participation in the Plan) on the earliest Entry Date selected in Item M on which he is an Eligible Employee, unless otherwise specified in (a) below.

[ ] IMMEDIATE ENTRY FOR ELECTIVE DEFERRALS. (Cannot be used with Item M(5) or 0(7).) For purposes of Elective Deferral Contributions, an Employee shall first become an Active Member (begin active participation in the Plan) on the earliest date on which he is an Eligible Employee. This date is the Member's Entry Date.

NOTE: The earliest Entry Date shall be used to determine if a Member is an Active Member for purposes of any minimum contribution under Plan Section 11.04.

ENTRY DATE. An Eligible Employee shall enter the Plan as an Active Member on the earliest (Select one.)

[ ] Monthly Date

[ ] Semi-yearly Date

[X] Quarterly Date

[ ] Yearly Date (If selected, age and service required in Item L cannot be over 20 1/2 or more than 6 months, respectively.)

[ ] date

on or after the date on which he meets all the entry requirements. This date is his ENTRY DATE.

PAY.

NOTE: Pay is used for ADP and ACP Tests and for contribution determinations other than for top-heavy minimum contributions and 401(k) SIMPLE Plan contributions. Compensation, as defined in Plan Section 3.09, is used for 40 1(k) SIMPLE Plan contributions.

Pay is the same as Compensation defined in Item 5, subject to any modifications set forth in this Item N.

For years beginning before January 1, 1998, Compensation, as defined in Item 5, does not include elective contributions, but Pay shall. For this purpose, elective contributions are amounts excludible from the gross income of the Employee under Code Sections 402(e)(3), 402(h)(1)(B), 125, or 403(b), and contributed by us, at the Employee's election, to a Code Section 401(k) arrangement, a simplified employee pension, cafeteria plan, or tax-sheltered annuity. Elective contributions also include amounts deferred under a Code Section 457 plan maintained by us and employee contributions "picked up" by a governmental entity and, pursuant to Code Section 41 4(h)(2), treated as our contributions.

SAFE HARBOR FRINGE BENEFIT EXCLUSION. For the purpose of calculating Elective Deferral Contributions and Matching Contributions only, Pay shall not include reimbursements or other expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation (other than elective contributions), and welfare benefits, unless otherwise specified in (a) below.

[ ] (Exclude fringe benefits for all purposes.) Pay for all purposes under the Plan shall not include reimbursements or other expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation (other than elective contributions), and welfare benefits.

ANNUAL PAY for a Plan Year is an Employee's Pay for the Pay Year ending with or within the consecutive 12-month period ending on the last day of the Plan Year. (Annual Pay is used for calculating annual contributions and annual allocations of Qualified Nonelective Contributions, Additional Contributions, and Discretionary Contributions. Annual Pay is not used for the Qualified Nonelective Contributions used to satisfy the ADP Test Safe Harbor described in Item 0(8).)

The PAY YEAR is the consecutive 12-month period ending on the last day of each Plan Year.

ANNUAL PAY MODIFICATIONS: (Select any that apply.)

[ ] Annual Pay shall not include Pay over $_________.

[ ] Annual Pay shall only include Pay received while an Active Member.

NOTE: Including only Pay received while an Active Member may result in additional Contributions needed to satisfy the top-heavy requirements, described in Plan Section 11.04, during any Plan Year in which this Plan is a Top-heavy Plan.

[ ] For purposes of the ADP and ACP Tests, Pay shall be limited to Pay received while an Eligible Member, as defined in Plan Section 3.07.

ELECTIVE DEFERRAL CONTRIBUTIONS for a Member are equal to a portion of Pay as specified in the elective deferral agreement. An Employee who is eligible to participate in the Plan may file an elective deferral agreement with us. The Member shall modify or terminate the elective deferral agreement by filing a new elective deferral agreement. The elective deferral agreement may not be made retroactively and shall remain in effect until modified or terminated.

BEGINNING OF FIRST PAY PERIOD. The elective deferral agreement to start or modify Elective Deferral Contributions shall be effective on the first day of the first pay period following the pay period in which the Member's Entry Date (Reentry Date, if applicable) or any following change date occurs, unless otherwise specified in (1) or (2) below.

[ ] FOLLOWING PAY DATE. (Cannot be used with (7) below.) A Member's elective deferral agreement shall become effective on the first day that pay is paid or made available following the date on which the Member's Entry Date (Reentry Date, if applicable) or any following change date occurs.

[ ] BEGINNING OF SECOND PAY PERIOD. A Member's elective deferral agreement shall become effective on the first day of the second pay period following the pay period in which the Member's Entry Date (Reentry Date, if applicable) or any following change date occurs. (Consider using this option if the Plan requires automatic deferrals.)

The elective deferral agreement to start or modify Elective Deferral Contributions must be entered into on or before the date it is effective.

The elective deferral agreement to stop Elective Deferral Contributions may be entered into on any date. If 0(1) is not selected above, such elective deferral agreement shall be effective on the first day of the first pay period following the pay period in which the elective deferral agreement is entered into, If 0(1) is selected above, such elective deferral agreement shall be effective on the first day that pay is paid or made available after the elective deferral agreement is entered into.

The change date shall be each Semi-yearly Date, unless otherwise specified in (a), (b), (c), or (d) below. (Select one, if applicable.)

[ ] Monthly Date.

[ ] Quarterly Date.

[ ] Yearly Date.

[X] date.

[ ] (Cannot select if ADP Test Safe Harbor is satisfied using Qualified Matching Contributions.) ___________% of Pay is the minimum Elective Deferral Contribution.

[ ] Elective Deferral Contributions must be a whole percentage of Pay.

[X] (Cannot select if ADP Test Sate Harbor is satisfied using Qualified Matching Contributions.) 15 % of Pay is the maximum Elective Deferral Contribution. (Consider using this option to limit Elective Deferral Contributions to avoid 415 excesses.)

[ ] AUTOMATIC DEFERRAL. (Cannot be used with Item M(5).) The Plan shall require an automatic Elective Deferral Contribution described in Plan Section 3.01. The automatic Elective Deferral Contribution shall be 4% of Pay, unless otherwise specified in (a) below. The Member may affirmatively elect a different percentage or elect not to make Elective Deferral Contributions. If the Member elects a different percentage, such percentage must comply with any limitations selected in (4), (5), or (6) above.

[ ] ___________% (Up to 6%.) of Pay shall be the automatic Elective Deferral Contribution.

The automatic Elective Deferral Contribution shall apply to Members only at the time they enter or reenter the Plan, unless otherwise specified in (i) below.

[ ] The automatic Elective Deferral Contribution shall also apply to all Active Members as of the effective date of the amendment to the Plan adding this provision who have not elected to make Elective Deferral Contributions of at least 4% (or the percentage in (a) above, if applicable).

[ ] 401(k) SAFE HARBOR. We elect to have the 401(k) safe harbor provisions described in Plan Section 3.08 apply. (Select (b) or (c). Select (d), if applicable.)

The Plan will satisfy the ADP Test Safe Harbor only, unless otherwise specified in (i) below.

[X] The Plan will satisfy the ADP Test Safe Harbor and the ACP Test Safe Harbor. (Only available if (8)(b)(i) or Item P is selected and the ACP Test Safe Harbor limits on Matching Contributions are met.)

[X] CONTRIBUTIONS FOR ALL PLAN YEARS. (Any changes under this Item (8)(b), including electing to no longer have the provisions apply, must be effective at the beginning of the Plan Year, except as provided in (i)E below.) We elect to make the 401(k) safe harbor Contributions for all Plan Years. (Select (i) or (ii).)

[ ] QUALIFIED MATCHING CONTRIBUTIONS. The ADP Test Safe Harbor shall be satisfied using Qualified Matching Contributions. These Contributions are 100% vested and subject to the distribution restrictions of Code Section 401(k) when made. (See Plan Section 5.04.) The amount of our Qualified Matching Contributions shall be equal to (Select A or B.)

[ ] BASIC MATCHING FORMULA. 100% of Elective Deferral Contributions which are not over 3% of Pay, plus 50% of Elective Deferral Contributions which are over 3% but are not over 5% of Pay.

[ ] ENHANCED MATCHING FORMULA. 100% of Elective Deferral Contributions which are not over 4% of Pay, unless otherwise specified in (1) or (2) below.

[ ] STATED MATCH. (Complete (a) and (b). For example: 100% of Elective Deferral Contributions which are not over 5% of Pay.)

____________ % of Elective Deferral Contributions which are not over

____________% of Pay.

NOTE: Must complete (a) using at least 100%. The product of the percentages in (a) and (b) must equal at least 4%. For example, 100% x 5% = 5% or 150% x 3% 4.5%. If satisfying ACP Test Safe Harbor, must complete (b) with a percentage not more than 6%.

[ ] STATED TIERED MATCH. (Complete (a) through (d). For example: 100% of Elective Deferral Contributions which are not over 4% of Pay, plus 50% of Elective Deferral Contributions which are over 4% but are not over 6% of Pay.)

___________% of Elective Deferral Contributions which are not over

________% of Pay, plus (First limit on Elective Deferral Contributions.)

___________% (Must be less than (a).) of Elective Deferral Contributions which are over the percentage of Pay specified in (b) but are not over

__________% (Must be more than (b).) of Pay. (Second limit on Elective Deferral Contributions.)

NOTE: Must complete (a) using at least 100%. The product of the percentages in (a) and (b) must equal at least 3%. In addition, if the product of the percentages in (a) and (b) does not equal at least 4%, (c) must be completed using at least 50% and the product of the percentages in (c) and (d) when added to the product of the percentages in (a) and (b) must equal at least 4%. If satisfying ACP Test Safe Harbor, must complete (b) with a percentage less than 6% and (d) with a percentage not more than 6%.

[ ] CALCULATION PERIOD. Qualified Matching Contributions are calculated based on Elective Deferral Contributions and Pay for the period specified below. (Refers to calculation of the amount of Qualified Matching Contributions, not when contributed. Select (1), (2), (3), or (4).)

[ ] PAY PERIOD. Qualified Matching Contributions shall be made for all persons who were Active Members at any time during the pay period.

[ ] PAY PERIODS ENDING WITH OR WITHIN EACH

MONTH. Qualified Matching Contributions shall be made for all persons who were Active Members at any time during the month.

[ ] PERIODS ENDING WITH OR WITHIN EACH PLAN-YEAR QUARTER. Qualified Matching Contributions shall be made for all persons who were Active Members at any time during the Plan-year Quarter.

NOTE: If (1), (2), or (3) is selected, Qualified Matching Contributions must be contributed to the Plan by the last day of the following Plan-year Quarter.

[ ] PLAN YEAR. Qualified Matching Contributions shall be made for all persons who were Active Members at any time during the Plan Year.

[ ] Qualified Matching Contributions shall be made only for Nonhighly Compensated Employees.

[ ] The 401(k) safe harbor election shall be revoked as of _________________, ___________. Such date cannot be earlier than the later of (i) 30 days after the date Active Members are given the supplemental notice described in Plan Section 3.08(e) and (ii) the date the amendment revoking such provisions is adopted. Qualified Matching Contributions shall be made for the period prior to the revocation.

ii)

[X] QUALIFIED NONELECTIVE CONTRIBUTIONS. The ADP Test Safe Harbor shall be satisfied using Qualified Nonelective Contributions. (These Contributions in excess of the amount needed to satisfy the ADP Test Safe Harbor may be used to satisfy the ACP Test, if applicable.) These Contributions are 100% vested and subject to the distribution restrictions of Code Section 401(k) when made. (See Plan Section 5.04.)

The amount of our Qualified Nonelective Contributions shall be equal to
3_____% (Must be at least 3%.) of Pay for the Plan Year for persons who were Active Members at any time during the Plan Year, unless otherwise specified in A and B below. (The Pay used for these Contributions is not necessarily the same as Annual Pay defined in Item

N. Select any that apply.)

[ ] Pay shall only include Pay received while an Active Member.

[ ] Qualified Nonelective Contributions shall be made only for Nonhighly Compensated Employees.

[ ] CONTRIBUTIONS FOR PLAN YEARS IN WHICH THE PLAN IS AMENDED. We elect the option of amending the Plan to provide a Qualified Nonelective Contribution to satisfy the ADP Test Safe Harbor for a Plan Year.

[ ] PLAN IS AMENDED. (Only available if (c) above is selected.) The Plan is amended to provide a Qualified Nonelective Contribution for the Plan Year beginning ___________________________,________. (These Contributions in excess of the amount needed to satisfy the ADP Test Safe Harbor may be used to satisfy the ACP Test, if applicable.) These Contributions are 100% vested and subject to the distribution restrictions of Code Section 401(k) when made. (See Plan Section 5.04.)

The amount of our Qualified Nonelective Contributions for such Plan Year shall be equal to ___________% (Must be at least 3%.) of Pay for the Plan Year for persons who were Active Members at any time during the Plan Year, unless otherwise specified in A and B below. (The Pay used for these Contributions is not necessarily the same as Annual Pay defined in Item N. Select any that apply.)

[ ] Pay shall only include Pay received while an Active Member

[ ] Qualified Nonelective Contributions shall be made only for Nonhighly Compensated Employees.

[ ] 401(k) SIMPLE. (Only available if the Plan uses a calendar year Plan Year, you are an Eligible Employer, as defined in Plan Section 3.09, and the exclusive plan requirement of (a)(1)(ii) of Plan Section 3.09 is met. Cannot use if 40 1(k) Safe Harbor Plan.) We elect to have the 401 (k) SIMPLE provisions described in Plan Section 3.09 apply to the Plan effective __________________, _______.

An amendment to have 401(k) SIMPLE provisions no longer apply is effective the first January 1 following the date the amendment is adopted.

NOTE: See Plan Section 3.09 for 40 1(k) SIMPLE provisions. If this is a new plan, the Effective Date (Item D) and the date in (9) above must be on or before October 1. Future Plan Years must begin on January 1. If this is a restatement (or amendment) adding this provision, the date in (9) above will be the same as the Restatement Date (or effective date of the amendment) which must be on a January 1 which is the first day of a Plan Year and future Plan Years must begin on a January 1. Such restatement (or amendment) must be adopted before the January 1 on which the provisions become effective. Elective Deferral Contributions and Rollover Contributions will be the only contributions reflected in the Adoption Agreement. Other Contributions shall only be permitted as specified in Plan Section 3.09. The Member may change the elective deferral agreement on any date. No selections can be made in (4), (5), or (6) above. Elective Deferral Contributions will be subject to the $6,000 (as adjusted) annual limit of Code Section 401(k)(11).

[X] MATCHING CONTRIBUTIONS. (Cannot select if ADP Test Safe Harbor is satisfied using Qualified Matching Contributions.) Any percentage determined by us shall apply to all eligible persons for the entire Plan Year. (Select (1), (2), or (3).)

[X] STATED MATCH. We shall make Matching Contributions. The percentage of Elective Deferral Contributions matched is 50 %.

[ ] STATED TIERED MATCH. We shall make Matching Contributions in an amount equal to (Complete (a) through (d). For example: 100% of Elective Deferral Contributions which are not over 3% of Pay, plus 50% of Elective Deferral Contributions which are over 3% but are not over 5% of Pay.)

_________% of Elective Deferral Contributions which are not over

_________% of Pay, plus (First limit on Elective Deferral Contributions.

_________% (Must be less than (a).) of Elective Deferral Contributions which are over the percentage of Pay specified in (b) but are not over

_________% (Must be more than (b).) of Pay. (Second limit on Elective Deferral Contributions.)

NOTE: If satisfying ACP Test Safe Harbor, must complete (b) with a percentage less than 6% and (d) with a percentage not more than 6%.

[ ] DISCRETIONARY MATCH. (If selected and Plan is satisfying ACP Test Safe Harbor, (b) must be selected.) We may make a discretionary Matching Contribution. The percentage of Elective Deferral Contributions matched, if any, shall be a percentage as determined by us. (Select any that apply.)

[ ] We shall make a discretionary Matching Contribution. The percentage of Elective Deferral Contributions matched shall be at least _______%.

[ ] If we make a discretionary Matching Contribution, the percentage of Elective Deferral Contributions matched shall not be more than __________%. (If satisfying ACP Test Safe Harbor, must complete with a percentage not more than 100%.)

[X] LIMIT ON ELECTIVE DEFERRALS MATCHED. (Must select if (1) or (3) above is used and satisfying ACP Test Safe Harbor. Cannot use with (2) above. Limit could help pass the ADP and ACP Tests for non-401(k) Safe Harbor Plans.) Elective Deferral Contributions which are over the percentage of Pay below won't be matched. (Select (a) or (b).)

[X] ____6_____% of Pay. (If satisfying ACP Test Safe Harbor, must complete with a percentage not more than 6% (not more than 4% if (3) above is selected).)

[ ] A percentage determined by us. (Select any that apply. Must select (ii) if satisfying ACP Test Safe Harbor.)

[ ] The percentage shall be at least_________%.

ii)

[ ] The percentage shall not be more than __________ %. (If satisfying ACP Test Safe Harbor, must complete with a percentage not more than 6% (not more than 4% if (3) above is selected).)

CALCULATION PERIOD. Matching Contributions are calculated based on Elective Deferral Contributions and Pay for the period specified below. (Refers to calculation of the amount of Matching Contribution, not when contributed. Select (a), (b), (c), or (d).)

[X] PAY PERIOD. Matching Contributions shall be made for all persons who were Active Members at any time during that pay period.

[ ] PAY PERIODS ENDING WITH OR WITHIN EACH MONTH. Matching Contributions shall be made for all persons who were Active Members at any time during the month.

[ ] PAY PERIODS ENDING WITH OR WITHIN EACH PLAN-YEAR QUARTER. Matching Contributions shall be made for all persons who were Active Members at any time during the Plan-year Quarter.

[ ] PLAN YEAR. Matching Contributions shall be made for all persons who were Active Members at any time during the Plan Year, unless otherwise specified in (i) below.

[ ] (Cannot use if satisfying ACP Test Safe Harbor.)
Matching Contributions shall be made for persons meeting the
requirements in Item R.

[ ] ADDITIONAL MATCH. (Only available if (1) or (3) above is selected. Cannot use if satisfying ACP Test Safe Harbor.) We may make additional Matching Contributions if the total Matching Contributions determined below are greater than the amount of Matching Contributions determined in (1) or (3) above for the Plan Year. Additional Matching Contributions, if any, shall be made for all persons who were Active Members at any time during the Plan Year, unless (5)(d)(i) above is selected. If (5)(d)(i) above is selected, additional Matching Contributions, if any, shall be made for persons meeting the requirements in Item R.

Total Matching Contributions for the Plan Year shall be a percentage of Elective Deferral Contributions and shall be calculated based on Elective Deferral Contributions and Pay for the Plan Year. The percentage shall be determined by us. If (1) above is selected, the percentage determined must be equal to or greater than the percentage specified in (1). If (3) above is selected, the percentage determined must be equal to or greater than the percentage determined in (3).

If (4) above is selected, Elective Deferral Contributions which are over a percentage of Pay won't be matched. The percentage is the percentage specified in (4)(a), determined in (4)(b), or a greater percentage as determined by us.

The amount of additional Matching Contributions, if any, shall be calculated by subtracting the Matching Contributions determined in (1) or (3) above for the Plan Year from total Matching Contributions for the Plan Year.

[ ] Matching Contributions shall be made only for Nonhighly Compensated Employees.

[ ] QUALIFIED MATCH. (Must be selected if Matching Contributions are to be tested in the ADP Test for a non-401(k) Safe Harbor Plan.) Matching Contributions are Qualified Matching Contributions. These Contributions are 100% vested and subject to the distribution restrictions of Code Section 401(k) when made. (See Plan Section 5.04.)

[ ] DOLLAR LIMIT. (Cannot use if satisfying ACP Test Safe Harbor.) Matching Contributions for a person shall not be more than $________for the Plan Year.

OTHER EMPLOYER CONTRIBUTIONS AND FORFEITURES.

[ ] QUALIFIED NONELECTIVE CONTRIBUTIONS. (Cannot select if ADP Test Safe Harbor is satisfied using Qualified Nonelective Contributions for all Plan Years, Item O)(8)(b)(ii). If this is a 401(k) Safe Harbor Plan using Qualified Matching Contributions to satisfy the ADP Test Safe Harbor, these Contributions may be used to satisfy the ACP Test, if applicable. These Contributions may be tested in the ADP or ACP Test for a non-401(k) Safe Harbor Plan.) These Contributions are 100% vested and subject to the distribution restrictions of Code Section 401(k) when made. (See Plan Section

5.04. Select at least one of (a), (b), (c), or (e). Only one of (a), (b), or (c) may be selected. Select (d), if applicable.)

[ ] SET AMOUNT. (Only available if Item O(8)(c) is not selected.) We shall make Qualified Nonelective Contributions equal to the following: (Select (i) or (ii).)

[ ] PAY FORMULA. An amount equal to __________ % of Annual Pay for the Plan Year for persons who meet the requirements in Item R.

ii)

[ ] SERVICE FORMULA. An amount equal to $ ___________ for the Plan Year for persons who meet the requirements in Item R.

[ ] DISCRETIONARY, PAY FORMULA. (Only available if Item O(8)(c) is not selected.) Qualified Nonelective Contributions may be made for each Plan Year in an amount determined by us. The amount allocated to each eligible person shall be equal to our Qualified Nonelective Contributions multiplied by the ratio of such person's Annual Pay for the Plan Year to the total Annual Pay of all such persons. The Qualified Nonelective Contributions shall be allocated to each person meeting the requirements in Item R.

[ ] DISCRETIONARY, SAME DOLLAR AMOUNT. (Only available if Item O(8)(c) is not selected.) Qualified Nonelective Contributions may be made for each Plan Year in an amount determined by us. The same dollar amount shall be allocated to each eligible person, subject to applicable limits of Plan Section 3.06. The Qualified Nonelective Contributions shall be allocated to each person meeting the requirements in Item R.

[ ] (Only available if (a), (b), or (c) is selected above.) Qualified Nonelective Contributions in (a), (b), or (c) above shall be made only for, or allocated only to, Nonhighly Compensated Employees, unless otherwise specified in (i) below.

[ ] The Qualified Nonelective Contributions shall be made only for, or allocated only to, the Nonhighly Compensated Employees whose Annual Pay for the Plan Year is not over $__________.

[ ] DISCRETIONARY, BOTTOM UP. (Only available if Item K(2)(a) is selected and Item O(8)(b)(i) is not selected.) Qualified Nonelective Contributions may be made for each Plan Year in an amount determined by us. If Item O(8)(c) is selected, these Qualified Nonelective Contributions may only be made for Plan Years in which the Plan is not so amended. If (a), (b), or (c) above are selected, these Qualified Nonelective Contributions are in addition to those specified in (a), (b), or (c). If the Plan is treated as separate plans because it is mandatorily disaggregated under the regulations of Code Section 401(k), a separate Qualified Nonelective Contribution may be determined for each separate plan.

These Qualified Nonelective Contributions may be used to reduce the Excess Aggregate Contributions or Excess Contributions, as defined in Plan Section 3.07. Such Contributions shall be allocated first to the eligible person under the Plan (or separate plan) with the lowest Annual Pay for the Plan Year, then to the eligible person under the Plan (or separate plan) with the next lowest Annual Pay, and so forth, in each case subject to applicable limits of Plan Section 3.06. These Qualified Nonelective Contributions shall be allocated only to Nonhighly Compensated Employees who meet the requirements in Item R.

[ ] ADDITIONAL CONTRIBUTIONS. We shall make Additional Contributions equal to the following: (Select (a) or (b).)

[ ] PAY FORMULA. An amount equal to ________ % of Annual Pay for the Plan Year for persons who meet the requirements in Item R.

[ ] SERVICE FORMULA. An amount equal to $ __________ for the Plan Year for persons who meet the requirements in Item R.

[ ] DISCRETIONARY CONTRIBUTIONS. Discretionary Contributions may be made for each Plan Year in an amount determined by us. Discretionary Contributions and Forfeitures, if applicable, shall be allocated as of the last day of the Plan Year using Annual Pay for the Plan Year. The amount allocated shall be equal to the amount determined in (a) or (b) below. (Select (a) or (b).)

[ ] PAY FORMULA. Discretionary Contributions and Forfeitures, if applicable, shall be allocated as follows:

STEP ONE: This step one shall only apply in years in which the Plan is a Top-heavy Plan, as defined in Plan Section 11.02, and the minimum contribution under Plan Section 11.04 is not being provided by other contributions to this Plan or another plan of ours.

The allocation in this step one shall be made to each person meeting the requirements in Item R and each person who is entitled to a minimum contribution under Plan Section 11 .04. Each such person's allocation shall be an amount equal to Discretionary Contributions and Forfeitures, if applicable, multiplied by the ratio of such person's Annual Pay to the total Annual Pay of all such persons. Such amount shall not exceed 3% of such person's Annual Pay. The allocation for any person who does not meet the requirements in Item R shall be limited to the amount necessary to fund the minimum contribution.

STEP TWO: The allocation in this step two shall be made to each person meeting the requirements in Item R. Each such person's allocation shall be equal to any amount remaining after the allocation in step one multiplied by the ratio of such person's Annual Pay to the total Annual Pay of all such persons.

[ ] INTEGRATED FORMULA. Subject to the overall permitted disparity limits, Discretionary Contributions and Forfeitures, if applicable, shall be allocated as follows:

The allocation in this step one shall be made to each person meeting the requirements in Item R and each person who is entitled to a minimum contribution under Plan Section 11.04. Each such person's allocation shall be an amount equal to Discretionary Contributions and Forfeitures, if applicable, multiplied by the ratio of such person's Annual Pay to the total Annual Pay of all such persons. Such amount shall not exceed 3% of such person's Annual Pay. The allocation for any person who does not meet the requirements in Item R shall be limited to the amount necessary to fund the minimum contribution.

STEP TWO: This step two shall only apply in years in which step one applies. The allocation in this step two shall be made to each person meeting the requirements in Item R. Each such person's allocation shall be equal to any amount remaining after the allocation in step one multiplied by the ratio of such person's Annual Pay over the Integration Level to the total Annual Pay over the Integration Level of all such persons. Such amount shall not exceed 3% of such person's Annual Pay over the Integration Level.

For purposes of this step two, in the case of any person who has exceeded the cumulative permitted disparity limit described below, such person's total Annual Pay shall be taken into account and the applicable allocation limit for such person shall be 3% of such person's total Annual Pay.

STEP THREE: The allocation in this step three shall be made to each person meeting the requirements in Item R. Each such person's allocation shall be equal to any amount remaining after the allocation in step two multiplied by the ratio of the sum of such person's total Annual Pay and his Annual Pay over the Integration Level to the total of such sums for all such persons. Such amount shall not exceed an amount equal to a percentage (equal to the Maximum Integration Rate) of the sum of such person's total Annual Pay and his Annual Pay over the Integration Level.

If steps one and two apply, the Maximum Integration Rate minus 3% shall be substituted for the Maximum Integration Rate wherever it appears in this step three.

For purposes of this step three, in the case of any person who has exceeded the cumulative permitted disparity limit described below, two times such person's total Annual Pay shall be taken into account and the applicable allocation limit for such person shall be a percentage (equal to the Maximum Integration Rate) of two times such person's total Annual Pay.

STEP FOUR: The allocation in this step four shall be made to each person meeting the requirements in Item R. Each such person's allocation shall be equal to any amount remaining after the allocation in step three multiplied by the ratio of such person's Annual Pay to the total Annual Pay of all such persons.

The INTEGRATION LEVEL is the Taxable Wage Base as in effect on the latest Yearly Date, unless otherwise specified in (i) or (ii) below.

[ ] ___________. (Must be less than such Taxable Wage Base.)

ii)

[ ] __________ % of such Taxable Wage Base. (Must be more than 19% and less than 100%.)

The MAXIMUM INTEGRATION RATE shall be determined according to the following schedule:

INTEGRATION LEVEL

MAXIMUM
INTEGRATION RATE

100% of TWB

5.7%

Less than 100% but more
than 80% of TWB

5.4%

More than 20% of TWB
but not more than
80% of TWB

4.3%

Not more than
20% of TWB

5.7%

"TWB" means the Taxable Wage Base as in effect on the latest Yearly Date.

On any date the portion of the rate of tax under Code Section 3111(a) (in effect on the latest Yearly Date) which is attributable to old age insurance exceeds 5.7%, such rate shall be substituted for 5.7%. 5.4% and 4.3% shall be increased proportionately.

OVERALL PERMITTED DISPARITY LIMITS:

ANNUAL OVERALL PERMITTED DISPARITY LIMIT: Notwithstanding the preceding paragraphs, for any Plan Year any person eligible for an allocation under this formula benefits under another qualified plan or simplified employee pension, as defined in Code Section 408(k), maintained by us or any other employer required to be aggregated with us under Code Sections 414(b), (c), (in), or (o) that provides for permitted disparity (or imputes disparity), Discretionary Contributions and Forfeitures, if applicable, shall be allocated using only step one, if applicable, and step four.

CUMULATIVE PERMITTED DISPARITY LIMIT: Effective for Plan Years beginning on or after January 1, 1995, the cumulative permitted disparity limit for a person is 35 total cumulative permitted disparity years. Total cumulative permitted disparity years means the number of years credited to the person for allocation or accrual purposes under this Plan, any other qualified plan or simplified employee pension plan (whether or not terminated) ever maintained by us or any other employer required to be aggregated with us under Code Sections 414(b), (c), (in), or (o). For purposes of determining the person's cumulative permitted disparity limit, all years ending in the same calendar year are treated as the same year. If the person has not benefited under a defined benefit or target benefit plan maintained for any year beginning on or after January 1. 1994, the person has no cumulative permitted disparity limit.

FORFEITURES.

If (3) above is selected, Forfeitures shall be allocated with Discretionary Contributions and shall be deemed to be Discretionary Contributions, unless otherwise specified in (i) below.

[ ] (Cannot use unless Item V(2) is completed.) Forfeitures shall not be allocated with Discretionary Contributions, but shall be used to offset our first Contribution made after the Forfeiture is determined.

If (3) above is not selected, Forfeitures shall be used to offset our first Contribution made after the Forfeiture is determined, unless otherwise specified in (i) below.

[ ] (Cannot use unless (2) above is selected and Item V(2) is completed.) Forfeitures shall not be used to offset our first Contribution, but shall be allocated as of the last day of the Plan Year to those meeting the requirements in Item R using the allocation formula in (3)(a) above, and shall be deemed to be Additional Contributions

NET PROFITS AND CONTRIBUTION REQUIREMENTS.

Our Contributions shall be made without regard to our current or accumulated NET PROFITS, unless otherwise specified in (a) below.

[ ] (Cannot use if 407(k) Safe Harbor Plan or 40 1(k) SIMPLE Plan.) Our Contributions, in excess of Elective Deferral Contributions, shall be made out of our current or accumulated Net Profits in excess of Elective Deferral Contributions.

REQUIREMENTS FOR CONTRIBUTIONS. Our Contributions which are subject to the requirements of this Item R and Forfeitures, if applicable, shall be made for or allocated to each person who was an Active Member at any time during the Plan Year, unless otherwise specified in (a) below.

[ ] (Cannot use if satisfying ADP Test Safe Harbor using Qualified Nonelective Contributions, Item O(8)(b)(i,) or (c).) Such amounts shall be made for or allocated to each person who was an Active Member at any time during the Plan Year and who either is an Active Member on the last day of the Plan Year or has more than 500 Hours of Service during the latest Accrual Service Period ending on or before the last day of the Plan Year, unless a lesser number of Hours of Service is specified in (i) below.

[ ] Has more than __________ (Up to 499.) Hours of Service.

The requirements in (a) above are modified as follows:

[ ] Such amounts shall also be made for or allocated to each person who was an Active Member at any time during the Plan Year and who has retired, become Totally Disabled, or died.

The ACCRUAL SERVICE PERIOD is the consecutive 12-month period ending on the last day of each Plan Year.

[X] (Cannot use with (1)(a) above.) We may make all or part of our annual Contributions before the end of the Plan Year. (Select (a) or (b).)

Such Contributions shall be

[X] allocated when made. (Only available if (2)(a) above is not selected.)

[ ] unallocated when made.

CONTRIBUTION MODIFICATIONS.

CONTRIBUTIONS LIMITATIONS. The Annual Additions for. a Member during a Limitation Year shall not be more than the Maximum Permissible Amount. (See Plan Sections 3.06 and 11.05.)

The LIMITATION YEAR is the consecutive 12-month period ending on each December 31 . (Month and day. Fill in the last day of the Limitation Year. Normally, the last day of the Plan Year is used. You must use the same Limitation Year in all your plans.)

COMPENSATION. (Compensation for the Limitation Year is used to determine the limit on Annual Additions. Compensation for the Plan Year is used to determine the amount of top-heavy minimum contributions.) Compensation for purposes of Plan Section 3.06 is as defined therein, under Information Required to be Reported Under Code Sections 6041, 6051, and 6052 ("Wages, Tips and Other Compensation" box on Form W-2), which is actually paid or made available by us, unless otherwise specified in (a) or (b) below.

[ ] 415 Safe-Harbor Compensation as defined in Plan Section 3.06.

[ ] Code Section 3401(a) Wages (wages for purposes of income tax withholding) as defined in Plan Section 3.06.

For years beginning after December 31, 1997, Compensation shall include elective contributions. For this purpose, elective contributions are elective deferrals (as defined in Code Section 402(g)(3)) and amounts contributed or deferred by us at the election of the Employee which are not includible in the gross income of the Employee by reason of Code Section 125, 1 32(f)(4), or 457.

MULTIPLE DEFINED CONTRIBUTION PLANS. (This item applies if you or an Employer, as defined in Plan Section 3.06, maintain another qualified defined contribution plan that is not a Master or Prototype Plan in which any Member in this Plan is or was or could become a member.) If the Member is covered under another qualified defined contribution plan maintained by the Employer, as defined in Plan Section 3.06, the provisions of (f) through (k) of Plan Section 3.06 shall apply as if the other plan were a Master or Prototype Plan, unless otherwise specified in (a) below. (Plan Section 3.06 limits the last Annual Additions.)

[ ] The method described on the attached page(s) shall be used to limit total Annual Additions to the Maximum Permissible Amount, and shall properly reduce the Excess Amounts, as defined in Plan Section 3.06, in a manner which precludes Employer discretion. (If selected, you will provide the method for limiting Annual Additions on the attached page(s).)

DEFINED BENEFIT PLAN. (This item applies if you or an Employer, as defined in Plan Section 3.06, maintain or ever maintained a qualified defined benefit plan in which any Member in this Plan is or was or could become a member. If this applies, you will provide the method used to satisfy the limitation on the attached page(s). No attachment is needed if the Effective Date (Restatement Date or amendment effective date, if applicable) is on or after the first Limitation Year beginning on or after January 1, 2000.) If the Member is or has ever been a member in a qualified defined benefit plan maintained by the Employer, as defined in Plan Section 3.06, the method described on the attached page(s) shall be used to satisfy the 1.0 limitation of Code Section 415, in a manner which precludes Employer discretion. This limitation shall not apply for Limitation Years beginning on or after January 1, 2000.

TOP-HEAVY PLAN REQUIREMENTS. The amount and allocation of Contributions shall be subject to the provisions of Article XI of the Basic Plan in Plan Years when this is a Top-heavy Plan, as defined in Plan Section 11.02. Special minimum and maximum contribution provisions will apply in such years.

[ ] MULTIPLE PLANS. (Use this item to specify which plan will provide the minimum contribution or benefit for members who are covered under this Plan and any other plan or plans of yours. If selected, you must provide wording on the attached page(s).) The method described on the attached page(s) shall be used to meet the minimum contribution and benefit requirements in Plan Years when this is a Top-heavy Plan, in a manner which precludes Employer discretion.

PRESENT VALUE: (Applicable if Aggregation Group, as defined in Plan Section 11.02, contains a defined benefit plan. The interest and mortality in this item must match the interest and mortality used for this purpose in such defined benefit plan.) For purposes of establishing Present Value, as defined in Plan Section 11.02, of benefits under a defined benefit plan to compute the Top-heavy Ratio, as defined in Plan Section 11.02, any benefit shall be discounted only for 7 1/2% interest and mortality according to the 1971 Group Annuity Table (Male) without the 7% margin but with projection by Scale E from 1971 to the later of (i) 1974, or (ii) the year determined by adding the age to 1920, and wherein for females the male age six years younger is used, unless otherwise specified in (a) and (b) below.

[ ] Interest rate __________%.

Mortality table:

VOLUNTARY CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS.

VOLUNTARY CONTRIBUTIONS are not permitted, unless otherwise specified in (a) below.

[ ] (If selected, the Plan is subject to an ACP Test even if the Plan satisfies the ACP Test Safe Harbor.) Voluntary Contributions are permitted. (Select any that apply.)

[ ] ____________ % of Pay is the minimum Voluntary Contribution.

ii)

[ ] Voluntary Contributions must be a whole percentage of Pay.

iii)

[ ] ____________ % of Pay is the maximum Voluntary Contribution.

ROLLOVER CONTRIBUTIONS are permitted, unless otherwise specified in (a) below.

[ ] Rollover Contributions are not permitted.

INVESTMENTS.

The Plan does not have a Trust Agreement in effect, unless otherwise specified in (a) below.

[ ] TRUST AGREEMENT. The Plan has a Trust Agreement. (Select at least one. Cannot select (ii) if (i) is selected. Cannot select (iv) if (iii) is selected.)

[ ] We establish the Discretionary Trust Agreement (Attachment A of the Basic Plan).

ii)

[ ] We establish the Corporate Directed Trust Agreement (Attachment B of the Basic Plan).

iii)

[ ] We establish the Corporate Custodial Trust Agreement (Attachment C of the Basic Plan).

iv)

[ ] We establish the Passive Trust Agreement (Attachment D of the Basic Plan).

[ ] We establish the Trustar^SM Retirement Services Directed Trust Agreement (Attachment E of the Basic Plan).

INVESTMENT DIRECTION. Subject to the provisions of Article IV of the Basic Plan, the Annuity Contract, and if applicable, the Trust Agreement, the investment of a Member's Account shall be directed by (Select one.)

[X] the Member for all Contributions.

[ ] us for all Contributions.

[ ] the Member for Elective Deferral Contributions, Member Contributions, and Rollover Contributions. Us for Employer Contributions other than Elective Deferral Contributions.

[ ] the Member for Member Contributions and Rollover Contributions. Us for Employer Contributions including Elective Deferral Contributions.

LOANS. Loans to a Member are not permitted, unless otherwise specified in (a) below

[ ] (Only available if (1)(a) above is selected and the Trustee agrees to hold the promissory note.) Loans are available to a Member subject to the provisions of Plan Section 5.06.

The Loan Administrator(s) is/are: (Fill in the person(s) or position(s) authorized to administer the Member loan program. Principal Life Insurance Company cannot be named.)

ii)

[ ] The minimum amount of any loan is $ ___________. (Up to $1,000.)

iii)

[ ] The maximum amount of any loan is the lesser of 50% of the Member's Vested Account, reduced by any outstanding loan balance or

$ __________ (Up to $50,000.), reduced by the highest outstanding loan balance during the one-year period ending on the day before the loan is made.

NOTE: If not selected, the maximum is the lesser of (i) 50% of the Member's Vested Account, reduced by any outstanding loan balance or (ii) $50,000, reduced by the highest outstanding loan balance during the one-year period ending on the day before the loan is made.

iv)

The number of outstanding loans for a Member shall be limited to one, unless otherwise specified in A below.

[ ] The number shall be limited to __________.
(Up to 5.)

The number of loans approved for a Member in any 12-month period shall be limited to one, unless otherwise specified in A below.

[ ] The number shall be limited to ___________.
(Up to 5.)

vi)

[ ] The term of the loan shall be limited to five years, unless otherwise specified in A below.

The term of the loan shall not be limited to five years for the purchase of a Member's principal residence.

LIFE INSURANCE coverage is not provided under this Plan, unless otherwise specified in (a) below.

[ ] (Only available if (1)(a)(i), (ii), or (iv) above is selected.) Subject to the limits and provisions of Plan Section 4.02, an Active Member may elect to have part of his Account applied to purchase life insurance coverage on his life.

VESTING PERCENTAGE is used to determine the nonforfeitable percentage of a Member's Account resulting from our Contributions.

The Vesting Percentage for a Member who is an Employee on or after the date he reaches Normal Retirement Age or Early Retirement Age shall be 100%. The Vesting Percentage for a Member who is an Employee on the date he becomes Totally Disabled or dies shall be 100%.

FULLY VESTED CONTRIBUTIONS. Elective Deferral Contributions, Qualified Matching Contributions, and Qualified Nonelective Contributions are 100% vested. The following Employer Contribution(s) are also 100% vested at all times. (Select any that apply.)

[ ] Matching Contributions

[ ] Additional Contributions

[ ] Discretionary Contributions

A Member's Account resulting from our Contributions which are not 100% vested when made is subject to the vesting schedule selected below. (Select (a), (b), (c), (d), or (e) if some Employer Contributions are not 100% vested. If (e) is selected, fill in percentages.)

VESTING SERVICE

VESTING PERCENTAGE

(a)

(b)

(c)

(d)

(e)

[ ]

[X]

[ ]

Less than 1
1
2
3
4
5
6
7

0
0
0
100

0
0
20
40
60
80
100

0
0
0
0
0
100

0
0
0
20
40
60
80
100

______
______
______
______
______
______
______
______

NOTE: The schedule in (e) must provide full (100%) vesting after 5 years of Vesting Service or must at all times be as great as the Vesting Percentage which the schedule in (d) would provide.

A Member's Vesting Percentage determined above shall never be reduced in later years. If this Plan is or ever has been a Top-heavy Plan, the minimum vesting provisions of Plan Section 11 .03 shall apply.

TOP-HEAVY VESTING. A Member's Account resulting from additional Employer Contributions made to satisfy the minimum contribution requirements of Plan Section 11.04 shall be subject to the vesting schedule selected below. (Select (a), (b), or (c) if the Plan is not a 407(R) SIMPLE Plan and does not allow any Employer Contributions other than Elective Deferral Contributions, Qualified Matching Contributions, and Qualified Nonelective Contributions.)

VESTING SERVICE

VESTING PERCENTAGE

(a)

(b)

(c)

[ ]

Less than 1
1
2
3
4
5
6

0
0
20
40
60
80
100

0
0
0
100

100

VESTING SERVICE, subject to the provisions of Plan Section 1.02, shall be determined as follows: (Select (1) or (2) if some Employer Contributions are not 100% vested, if Item V(3)(a) or (b) is completed, or if Early Retirement Age is based on Vesting Service.)

[X] ELAPSED TIME METHOD. Vesting Service is the total of an Employee's countable Periods of Service without regard to Hours of Service.

[ ] HOURS METHOD. A year of Vesting Service is a Vesting Service Period in which an Employee has at least 1,000 Hours of Service, unless otherwise specified in (a) below

[ ] __________ (Up to 999.) Hours of Service.

A VESTING SERVICE PERIOD is the consecutive 12-month period ending on the last day of each Plan Year, unless otherwise specified in (i) or (ii) below.

[ ] The consecutive 12-month period ending on each
________________________________ (Month and day.)

ii)

[ ] (Vesting Service Period changes.) The consecutive 12-month period ending on

each _________________________________ through

______________________________ __________ and

each following ________________________________. (Complete A using month and day, B using the same month and day as in A and the calendar year in which the last day of the last period ending on this date falls, and C using the month and day on which the new period ends.)

A VESTING BREAK, when the hours method is used, is a Vesting Service Period in which an Employee is credited with not more than one-half of the Hours of Service required for a year of Vesting Service, unless otherwise specified in (i) below.

[ ] __________ or fewer Hours of Service. (Fill in up to 500 hours
but less than hours required for a year of Vesting Service.)

NOTE: If the hours method is used, any date completed in (3), (4), or (5) below should be the first day of a Vesting Service Period. If the first day of such period is not used, service during the period in which the date occurs shall not be excluded because of these modifications, If both (3) and (5) are selected, the date in (5) must be before the date in (3). (3) and (5) cannot be used with (4). If the hours method is used and (6) is selected, service during the period in which the Employee attains the age completed in (6) shall not be excluded because of that modification.

[ ] Service before _____________________________, ___________ is the total of an Employee's countable service with us, expressed in whole years and fractional parts of a year (counting a partial month as a complete month).

NOTE: If selected, fill in a date on or before the date the Plan became subject to ERISA. A new plan becomes subject to ERISA on its Effective Date.

[ ] Service before _____________________________ ___________ shall be determined under the provisions of the (Prior) Plan in effect on the day before that date.

NOTE If selected, till in a date after the Effective Date.

[ ] Service before _____________________, __________ shall not be counted.

NOTE: If selected, fill in a date on or before the date the Plan became subject to ERISA. A new plan becomes subject to ERISA on its Effective Date.

[ ] Service before an Employee attains age __________ (Up to 18.) shall not be counted.

EQUIVALENCIES. Hours of Service shall be determined on the basis of actual Hours of Service for which an Employee is paid or entitled to payment, unless otherwise specified in (1), (2), or (3) below.

[ ] DAYS. On the basis of days worked. An Employee shall be credited with 10 Hours of Service for each day in which he would otherwise be credited with at least one Hour of Service.

[ ] WEEKS. On the basis of weeks worked. An Employee shall be credited with 45 Hours of Service for each week in which he would otherwise be credited with at least one Hour of Service.

[ ] MONTHS. On the basis of months worked. An Employee shall be credited with 190 Hours of Service for each month in which he would otherwise be credited with at least one Hour of Service.

NOTE: If selected, the equivalency shall be used for all Employees.

WITHDRAWAL BENEFITS.

VOLUNTARY. A Member may withdraw any part of his Vested Account Voluntary Contributions.

A Member may make only two such withdrawals in any 12-month period, unless otherwise specified in (a) or (b) below.

[ ] A Member may make such a withdrawal at any time.

[ ] A Member may make only _______________ such withdrawal(s) in any 12-month period.

ROLLOVER. A Member may withdraw any part of his Vested Account Rollover Contributions.

A Member may make only two such withdrawals in any 12-month period, unless otherwise specified in (a) or (b) below.

[ ] A Member may make such a withdrawal at any time.

[ ] A Member may make only _______________ such withdrawal(s) in any 12-month

[X] 401(k) HARDSHIP. Unless otherwise specified in (a) below, a Member may withdraw any part of his Vested Account resulting from Elective Deferral Contributions, Matching Contributions (other than Qualified Matching Contributions), Additional Contributions, and Discretionary Contributions in the event of undue financial hardship. Withdrawals from the Member's Account resulting from Elective Deferral Contributions shall be limited to the amount of the Member's Elective Deferral Contributions (and earnings thereon accrued as of December 31, 1988). The withdrawal is subject to the provisions of Plan Section 5.05.

[X] Such withdrawal shall be limited to the amount of the Member's Elective Deferral Contributions (and earnings thereon accrued as of December 31, 1988).

[X] AGE 59 1/2. A Member may withdraw any part of his Vested Account resulting from Elective Deferral Contributions, Matching Contributions, Qualified Nonelective Contributions, Additional Contributions, and Discretionary Contributions any time after he attains age 59 1/2.

A Member may make only two such withdrawals in any 12-month period, unless otherwise specified in (a) or (b) below.

[ ] A Member may make such a withdrawal at any time.

[ ] A Member may make only ______1______ such withdrawal(s) in any 12-month period.

[ ] FIVE YEARS AS AN ACTIVE MEMBER. A Member may withdraw any part of his Vested Account resulting from Matching Contributions (other than Qualified Matching Contributions), Additional Contributions, and Discretionary Contributions at any time after he has been an Active Member for at least five years.

Note: A Member's earliest Entry Date shall be used to determine his eligibility for such a withdrawal.

A Member may make only two such withdrawals in any 12-month period, unless otherwise specified in (a) or (b) below.

[ ] A Member may make such a withdrawal at any time.

[ ] A Member may make only __________ such withdrawal(s) in any 12-month period.

NOTE: Withdrawals are subject to the distribution of benefits provisions of Article VI or VIA of the Basic Plan, whichever applies.

RETIREMENT AND THE START OF BENEFITS.

NORMAL RETIREMENT AGE is the age at which the Member's Account shall become nonforfeitable if he is an Employee. A Member's Normal Retirement Age is age 65, unless otherwise specified in (a) or (b) below.

[ ] Age __________. (Less than 65.)

[ ] The older of age _______________ (Up to 65.) or his age on the (Select (i) or (ii).)

[ ] date ___________ (Up to 5.) years after the first day of the Plan Year in which his earliest Entry Date occurred.

ii)

[ ] earlier of the date ___________ (Up to 5.) years after his Hire Date or the date 5 years after the first day of the Plan Year in which his earliest Entry Date occurred.

The provisions of (b) are modified as follows:

[ ] A Member's Normal Retirement Age shall not be older than age (Up to 70.)

START OF RETIREMENT BENEFITS. A Member may choose to have retirement benefits begin on or after his Normal Retirement Date and before he ceases to be an Employee, unless otherwise specified in (a) below.

[ ] A Member may not choose to have retirement benefits begin before he ceases to be an Employee.

EARLY RETIREMENT DATE. (Select (a) or (b).)

Early Retirement Date is the first day of the month before a Member's Normal Retirement Date which he selects for the start of retirement benefits. This day shall be on or after the date the Member ceases to be an Employee and reaches Early Retirement Age. A Member reaches Early Retirement Age on the date the following requirement(s) are met: (Select at least one. A Member's Account is 100% vested if he is an Employee on or after he reaches this age.)

[ ] He is age ________________.

ii)

[ ] He has _________ years of Vesting Service.

iii)

[ ] He is within ____________ years of Normal Retirement Date.

iv)

[ ] He has been an Active Member ___________ years based on his earliest Entry Date.

[X] Early retirement is not permitted.

VESTED BENEFIT MODIFICATIONS. Plan Section 5.03 permits an Inactive Member to elect to start benefits after he ceases to be an Employee. The start of benefits is modified as follows: (Select (a) or (b), if applicable.)

[ ] An Inactive Member cannot elect to receive benefit payments from that part of his Vested Account resulting from Elective Deferral Contributions, Matching Contributions, Qualified Nonelective Contributions, Additional Contributions, and Discretionary Contributions before he becomes Totally Disabled (Retirement Date or death, if earlier). A small Vested Account, as defined in Plan Section 10.11, shall be paid earlier in a single sum. (Select (i), if applicable.)

[ ] Such restriction shall not apply to that part of an Inactive Member's Vested Account resulting from Elective Deferral Contributions.

An Inactive Member cannot elect to receive benefit payments from that part of his Vested Account resulting from Elective Deferral Contributions, Matching Contributions, Qualified Nonelective Contributions, Additional Contributions, and Discretionary Contributions before he has ceased to be an Employee for a period of time (Retirement Date or death, if earlier). Payment of a small Vested Account, as defined in Plan Section 10.11, shall also be delayed. (Select (i), if applicable.)

[ ] Such restriction shall not apply to that part of an Inactive Member's Vested Account resulting from Elective Deferral Contributions.

The period of time is (Select (ii) or (iii).)

ii)

[ ] _____________ months. (Up to 60.)

iii)

[ ] ____________ years. (Up to 5.)

The REQUIRED BEGINNING DATE for a Member who is a 5-percent Owner, as defined in Plan Section 7.02, is the April 1 of the calendar year following the calendar year in which he attains age 70 1/2.

The Required Beginning Date for any Member who is not a 5-percent Owner, as defined in Plan Section 7.02, is the April 1 of the calendar year following the later of the calendar year in which he attains age 70 1/2 or the calendar year in which he retires, unless otherwise specified in (a) below.

[ ] RUED AFTER DATE. The Required Beginning Date is the April 1 of the calendar year following the calendar year in which he attains age 70 1/2, except that the Required Beginning Date for benefits accrued after the later of the adoption or effective date of the amendment to the Plan changing the Required Beginning Date is the April 1 of the calendar year following the later of the calendar year in which he attains age 70 1/2 or the calendar year in which he retires.

If (5)(a) is not selected and the Plan previously provided for a Required Beginning Date based on age 70 1/2 for all Members, the following shall apply to any Member who is not a 5-percent Owner, as defined in Plan Section 7.02.

Any such Member attaining age 70 1/2 in years after 1995 may elect by April 1 of the calendar year following the calendar year in which he attained age 70 1/2 (or by December 31, 1997 in the case of a Member attaining age 70 1/2 in 1996) to defer distributions until the calendar year following the calendar year in which he retires, unless otherwise specified in (i) below.

[ ] NO DEFERRAL. (Only available if (5)(a) above is not selected.) The Member shall begin receiving distributions by the April 1 of the calendar year following the year in which he attained age 70 1/2 (or by December 31, 1997 in the case of a Member attaining age 70 1/2 in 1996).

Any such Member attaining age 70 1/2 in years prior to 1997 may elect to stop distributions which are not purchased annuities and recommence by the April 1 of the calendar year following the year in which he retires, unless otherwise specified in (i) below.

[ ] NO STOPPING. (Only available if (5)(a) above is not selected.) The Member may not elect to stop distributions.

If the Member is permitted to stop distributions, there shall be a new Annuity Starting Date upon recommencement, unless otherwise specified in (ii) below.

ii)

[ ] NO NEW ANNUITY STARTING DATE. (Only available if (5)(a) and (5)(c)(i) above are not selected.) There shall be no new Annuity Starting Date.

AUTOMATIC ROLLOVER OF SMALL AMOUNTS PAYMENT. If any part of a distribution made under Plan Section 10.11 is an Eligible Rollover Distribution which is equal to or more than $1 000 and for which the Distributee has not elected otherwise, such Eligible Rollover Distribution shall be rolled over to an Individual Retirement Account (IRA) with an affiliate of Principal Life Insurance Company, unless otherwise specified in (a) below. (See Plan Section 10.02.)

[ ] Such Eligible Rollover Distribution shall be paid to the Distributee.

AA.

FORMS OF DISTRIBUTION FOR RETIREMENT BENEFITS.

OPTIONS. The options available under the Plan shall be those specified in Plan Section 6.02 (includes life annuities) unless otherwise specified in (a) below.

NOTE: If this Plan is a direct or indirect transferee after December 31, 1984, of a defined benefit plan, money purchase plan, target benefit plan, stock bonus plan, or profit sharing plan which is subject to the survivor annuity requirements of Code Sections 401(a)(11) and 417, (a) below cannot be selected.

[ ] The options available under the Plan shall be those specified in subparagraph (a)(2) of Plan Section 6A.02 (does not include life annuities or full flexibility option), unless otherwise specified in (i) below.

[ ] The only option available under the Plan shall be the option specified in subparagraph (a)(1) of Plan Section 6A.02 (single sum payment and distribution in kind).

NOTE: If the Plan later becomes a direct or indirect transferee of a defined benefit plan, money purchase plan, target benefit plan, stock bonus plan, or profit sharing plan which is subject to the survivor annuity requirements of Code Sections 401(a)(11) and 417, then the options available under the Plan shall be those specified in Plan Section 6.02 and the selections in (1) above shall be void.

The options specified in Plan Section 6.02 (includes life annuities) may be modified as provided below. (Select any that apply.)

[ ] NO FULL FLEXIBILITY OPTION. (Only available if (1)(a) above is not selected.) The full flexibility option shall not be available.

[ ] SINGLE SUM LIMITED. (Only available if (1)(a) above is not selected; Item U(1)(a)(v) is not selected; and Items Y(3), (4), and (5) are not selected.) A Member may not receive a single sum payment of that part of his Vested Account resulting from Elective Deferral Contributions, Matching Contributions, Qualified Nonelective Contributions, Additional Contributions, and Discretionary Contributions (Select (i) or (ii).)

[ ] at any time.

ii)

[ ] before his Retirement Date or the date he becomes Totally Disabled, if earlier.

If (2)(a) is not selected, the full flexibility option shall not be available for that part of a Member's Vested Account which he cannot receive in a single sum.

NOTE: A small Vested Account, as defined in Plan Section 10.11, shall be paid in a single sum.

If the Plan is being amended to eliminate or restrict an optional form of distribution and the Plan provides a single sum distribution form that is otherwise identical to the optional form of distribution eliminated or restricted, the amendment shall not apply to any distribution with an Annuity Starting Date earlier than the first day of the second Plan Year following the Plan Year in which the amendment is adopted, unless otherwise specified in (a) below.

[ ] 90 DAYS AFTER SUMMARY. The amendment shall not apply to any distribution with an Annuity Starting Date earlier than the earlier of (i) the 90th day after the date the Member receiving the distribution has been furnished a summary that reflects the amendment and satisfies the ERISA requirements at 29 CFR 2520.104b-3 relating to a summary of material modifications or (ii) the first day of the second Plan Year following the Plan Year in which the amendment is adopted.

AB.

ADOPTING EMPLOYERS. (Identify Adopting Employers below.)

NOTE: If you are a member of a Controlled Group and the transition period described in Code Section 410(b)(6) (C) (ii) has ended with respect to you, all of the other employers in such group for which such transition period has ended are Adopting Employers, whether or not listed below. If any member of the Controlled Group is a foreign entity, you may not use this document.

The Adopting Employers participate with us in a single plan. An Adopting Employer's agreement to participate in this Plan shall be evidenced in writing according to the provisions of Plan Section 2.05.

NOTE: If an Adopting Employer has maintained a Prior Plan, it may require that the Plan be submitted to Employee Plans Determinations of the Internal Revenue Service Key District Office. The provisions of Plan Section 10.03 shall apply in the case of any Prior Plan of an Adopting Employer which is merged with this Plan.

By executing this Adoption Agreement, we, the Employer, adopt the "Principal Financial Group Prototype for Savings Plans" for the exclusive benefit of our Employees. Our selections and specifications contained in this Adoption Agreement and the terms, provisions, and conditions provided in the Principal Financial Group Prototype Basic Savings Plan constitute our PLAN. No other basic plan may be used with this Adoption Agreement.

It is understood that Principal Life Insurance Company is not a party to our Plan and shall not be responsible for any tax or legal aspects of our Plan. We assume responsibility for these matters. We acknowledge that we have counseled, to the extent necessary, with selected legal and tax advisors. The obligations of Principal Life Insurance Company shall be governed solely by the provisions of its contracts and policies. Principal Life Insurance Company shall not be required to look into any action taken by the Plan Administrator, Named Fiduciary, Trustee, Investment Manager, or us and shall be fully protected in taking, permitting, or omitting any action on the basis of our actions. Principal Life Insurance Company shall incur no liability or responsibility for carrying out actions as directed by the Plan Administrator, Named Fiduciary, Trustee, Investment Manager, or us.

(Complete in black ink.)

This Adoption Agreement is executed ___August 8________, __2002_______.

FOR THE EMPLOYER

By my signature, I certify that I have reviewed the terms of and the Items selected within this Adoption Agreement. If the Plan has a Trust Agreement in effect, I hereby certify that a copy of this Plan document shall be provided to each Trustee and proper signatures will be obtained on the appropriate attachment to the Basic Plan.

[ ] (Only available if Item U(1)(a)(i) is selected.) By my signature, I hereby direct the Trustee under the Discretionary Trust Agreement to enter into the Principal Financial Group Electronic Linkage SM Group Custodial Agreement.

[ ] (Only available if Item U(1)(a)(v) is selected.) By my signature, I hereby direct Delaware Charter Guarantee & Trust Company, conducting business under the trade name of Trustar^SM Retirement Services, to enter into the Principal Financial Group Electronic Linkage SM Group Custodial Agreement.

By
(Signature)

Business Title

By my signature above, I hereby execute this Adoption Agreement on behalf of each Adopting Employer who did not otherwise evidence their agreement to participate in writing.

ACKNOWLEDGEMENT BY THE NAMED FIDUCIARY (Complete if other than the Employer.)

By
(Signature)

This Plan is an important legal document. It may not fit your situation. You will want to consult with your lawyer on whether it does fit your situation and on its tax and legal implications, for which neither Principal Life Insurance Company, nor its agents, can assume responsibility.

Failure to properly fill out this Adoption Agreement may result in disqualification of this Plan. Principal Life Insurance Company will inform you of any amendments made to the Plan or of the abandonment of the Plan. The address of Principal Life Insurance Company is 711 High Street, Des Moines, Iowa 50392-0001. When you first adopt the prototype, Principal Life will assign a contact person and give you a toll-free number. If you have not been assigned a contact person, call 1-800-543-4015, extension 88126, for assistance.

You may rely on an opinion letter issued by the Internal Revenue Service as evidence that this Plan is qualified under Code Section 401 except to the extent provided in Revenue Procedure 2000-20, 2000-6 I.R.B. and Announcement 2001-77, 2001-30 I.R.B.

If you have ever maintained or later adopt any plan (including a welfare benefit fund, as defined in Code Section 419(e), which provides post-retirement medical benefits allocated to separate accounts for key employees, as defined in Code Section 419A(d)(3), or an individual medical account, as defined in Code Section 415(l)(2)) in addition to this Plan, you may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code Sections 415 and 416.

If you ever adopt or maintain multiple plans and wish to obtain reliance with respect to the requirements of Code Sections 415 and 416, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service.

You may not rely on the opinion letter in certain other circumstances, which are specified in the opinion letter issued with respect to the Plan or in Revenue Procedure 2000-20 and Announcement 2001-77.