Common use of BASIC PLAN OVERRIDES Clause in Contracts

BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable): [Note: If the Employer elects 45(a), do not complete the balance of this Election 45.] (a) [ ] Not applicable. The Employer does not elect to override any basic plan provisions. [Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 44(o)) to specify a special Effective Date for any override provision the Employer elects in this Election 45. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.] (b) [ ] Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable): (1) [ ] W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217. (2) [ ] Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.): a. [ ] Include. Include the nonqualified deferred compensation. b. [ ] Do not include. Do not include the nonqualified deferred compensation. (3) [ ] Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation. (4) [ ] Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.): a. [ ] Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005). b. [ ] Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation): . This provision applies effective as of (specify a date which is no earlier than January 1, 2002). (5) [ ] Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.): a. [ ] NHCEs only. Apply only to disabled NHCEs. b. [ ] All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period). (6) [ ] Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator's operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of: (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005). (7) [ ] Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types). (8) [ ] Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows: .

BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable): [Note: If the Employer elects 45(a54(a), do not complete the balance of this Election 4554.] (a) [ ] Not applicable. The Employer does not elect to override any basic plan provisions. [Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 44(o53(r)) to specify a special Effective Date for any override provision the Employer elects in this Election 4554. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.] (b) [ ] Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable): (1) [ ] W-2 W–2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 W–2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217. (2) [ ] Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.): a. [ ] Include. Include the nonqualified deferred compensation. b. [ ] Do not include. Do not include the nonqualified deferred compensation. (3) [ ] Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation. (4) [ ] Inclusion of Post-–Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e1.415(c)–2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.): a. [ ] Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005). b. [ ] Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-–Severance Compensation used for allocation): . This provision applies effective as of (specify a date which is no earlier than January 1, 2002). (5) [ ] Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.): a. [ ] NHCEs only. Apply only to disabled NHCEs. b. [ ] All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period). (6) [ ] Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator's operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of: (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005). (7) [ ] Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types). (8) [ ] Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows: . [Note: The election of an offset under this Election 54(b)(8) requires that the Employer aggregate its plan with the leasing organization's plan for coverage and nondiscrimination testing.] (9) [ ] Reclassified Employees (1.21(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees): (specify Contribution Types and/or categories of Reclassified Employees). (c) [ ] Rule of parity – participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the "rule of parity" under Code §410(a)(5)(D). (d) [ ] Contribution/allocation (Article III) overrides. (Choose one or more of (1) through (7) as applicable): (1) [ ] Treatment of Automatic Deferrals as ▇▇▇▇ Deferrals (3.02(B)(7)). The Employer elects to treat Automatic Deferrals as ▇▇▇▇ Deferrals in lieu of treating Automatic Deferrals as Pre–Tax Deferrals. (2) [ ] Application of Safe Harbor Contributions to other allocations (3.05(E)(11)). Any Safe Harbor Nonelective Contributions allocated to a Participant's account will not be applied toward (offset) any allocation to the Participant of a non–Safe Harbor Nonelective Contribution. (3) [ ] Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.): a. [ ] No pro–ration. Will not pro–rate Hours of Service in any short allocation period. b. [ ] Pro–ration based on months. Will pro–rate any Hour of Service requirement based on the number of months in the short allocation period. (4) [ ] Limited waiver of allocation conditions for re–hired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to re–hired Participants in the Plan Year they resume participation, as described in Section 3.06(G). (5) [ ] Associated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated matching contributions occurs in the Testing Year. (6) [ ] Safe Harbor top–heavy exempt fail–safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), (c), and (d) under Section 3.07(A)(4), the Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (d), (a), (b), and (c)): . (7) [ ] Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable): a. [ ] Re–order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the following order: (specify order). b. [ ] Hours of Service tie–breaker. Apply the greatest Hours of Service as the tie–breaker within a suspension tier in lieu of applying the lowest Compensation. c. [ ] Additional/other tiers. Apply the following additional or other tiers: (specify suspension tiers and ordering). (e) [ ] Testing (Article IV)

BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (ij) as applicable): [Note: If the Employer elects 45(a55(a), do not complete the balance of this Election 4555.] (a) [ ] Not applicable. The Employer does not elect to override any basic plan provisions. [Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 44(o54(r)) to specify a special Effective Date for any override provision the Employer elects in this Election 4555. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.] (b) [ ] Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable): (1) [ ] W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217. (2) [ ] Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.): a. [ ] Include. Include the nonqualified deferred compensation. b. [ ] Do not include. Do not include the nonqualified deferred compensation. (3) [ ] Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation. (4) [ ] Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.): a. [ ] Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005). b. [ ] Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation): . This provision applies effective as of (specify a date which is no earlier than January 1, 2002). (5) [ ] Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.): a. [ ] NHCEs only. Apply only to disabled NHCEs. b. [ ] All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period). (6) [ ] Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator's operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of: (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005). (7) [ ] Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types). (8) 7) [ ] Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows: .

BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable): [Note: If the Employer elects 45(a54(a), do not complete the balance of this Election 4554.] (a) [ ] x Not applicable. The Employer does not elect to override any basic plan provisions. [Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 44(o53(r)) to specify a special Effective Date for any override provision the Employer elects in this Election 4554. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.] (b) [ ] ¨ Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable): (1) [ ] ¨ W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217. (2) [ ] ¨ Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.): a. [ ] ¨ Include. Include the nonqualified deferred compensation. b. [ ] ¨ Do not include. Do not include the nonqualified deferred compensation. (3) [ ] ¨ Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation. (4) [ ] ¨ Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.): a. [ ] ¨ Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005). b. [ ] ¨ Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation): . This provision applies effective as of (specify a date which is no earlier than January 1, 2002). (5) [ ] ¨ Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.): a. [ ] ¨ NHCEs only. Apply only to disabled NHCEs. b. [ ] ¨ All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period). (6) [ ] ¨ Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator's ’s operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of: (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005). (7) [ ] ¨ Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types). (8) [ ] ¨ Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's ’s services for the Employer. The amount of the offset is as follows: [Note: The election of an offset under this Election 54(b)(8) requires that the Employer aggregate its plan with the leasing organization’s plan for coverage and nondiscrimination testing.] (9) ¨ Reclassified Employees (1.21(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees): (specify Contribution Types and/or categories of Reclassified Employees). (c) ¨ Rule of parity – participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the “rule of parity” under Code §410(a)(5)(D). (d) ¨ Contribution/allocation (Article III) overrides. (Choose one or more of (1) through (7) as applicable): (1) ¨ Treatment of Automatic Deferrals as ▇▇▇▇ Deferrals (3.02(B)(7)). The Employer elects to treat Automatic Deferrals as ▇▇▇▇ Deferrals in lieu of treating Automatic Deferrals as Pre-Tax Deferrals. (2) ¨ Application of Safe Harbor Contributions to other allocations (3.05(E)(11)). Any Safe Harbor Nonelective Contributions allocated to a Participant’s account will not be applied toward (offset) any allocation to the Participant of a non-Safe Harbor Nonelective Contribution. (3) ¨ Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.): a. ¨ No pro-ration. Will not pro-rate Hours of Service in any short allocation period. b. ¨ Pro-ration based on months. Will pro-rate any Hour of Service requirement based on the number of months in the short allocation period. (4) ¨ Limited waiver of allocation conditions for re-hired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to re-hired Participants in the Plan Year they resume participation, as described in Section 3.06(G). (5) ¨ Associated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated matching contributions occurs in the Testing Year. (6) ¨ Safe Harbor top-heavy exempt fail-safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), (c), and (d) under Section 3.07(A)(4), the Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (d), (a), (b), and (c)): . (7) ¨ Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable): a. ¨ Re-order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the following order: (specify order). b. ¨ Hours of Service tie-breaker. Apply the greatest Hours of Service as the tie-breaker within a suspension tier in lieu of applying the lowest Compensation. c. ¨ Additional/other tiers. Apply the following additional or other tiers: (specify suspension tiers and ordering). (e) ¨ Testing (Article IV)

BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (ij) as applicable): [Note: If the Employer elects 45(a46(a), do not complete the balance of this Election 4546.] (a) [ ] Not applicable. The Employer does not elect to override any basic plan provisions. [Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 44(o45(o)) to specify a special Effective Date for any override provision the Employer elects in this Election 4546. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.] (b) [ ] Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable): (1) [ ] W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217. (2) [ ] Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.): a. [ ] Include. Include the nonqualified deferred compensation. b. [ ] Do not include. Do not include the nonqualified deferred compensation. (3) [ ] Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation. (4) [ ] Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.): a. [ ] Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005). b. [ ] Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation): . This provision applies effective as of (specify a date which is no earlier than January 1, 2002).of: (5) [ ] Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.): a. [ ] NHCEs only. Apply only to disabled NHCEs. b. [ ] All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period). (6) [ ] Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator's operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of: (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005). (7) [ ] Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types). (8) 7) [ ] Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows: .

BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable): [Note: If the Employer elects 45(a54(a), do not complete the balance of this Election 4554.] (a) [ ] o Not applicable. The Employer does not elect to override any basic plan provisions. [Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 44(o53(r)) to specify a special Effective Date for any override provision the Employer elects in this Election 4554. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.] (b) [ ] o Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable): (1) [ ] o W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217. (2) [ ] o Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.): a. [ ] o Include. Include the nonqualified deferred compensation. b. [ ] o Do not include. Do not include the nonqualified deferred compensation. (3) [ ] Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation. (4) [ ] Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.): a. [ ] Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005). b. [ ] Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation): . This provision applies effective as of (specify a date which is no earlier than January 1, 2002). (5) [ ] Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.): a. [ ] NHCEs only. Apply only to disabled NHCEs. b. [ ] All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period). (6) [ ] Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator's operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of: (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005). (7) [ ] Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types). (8) [ ] Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows: .

BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable): [Note: If the Employer elects 45(a54(a), do not complete the balance of this Election 4554.] (a) [ ] ¨ Not applicable. The Employer does not elect to override any basic plan provisions. [Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 44(o53(r)) to specify a special Effective Date for any override provision the Employer elects in this Election 4554. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.] (b) [ ] ¨ Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable): (1) [ ] ¨ W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217. (2) [ ] ¨ Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.): a. [ ] ¨ Include. Include the nonqualified deferred compensation. b. [ ] ¨ Do not include. Do not include the nonqualified deferred compensation. (3) [ ] ¨ Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation. (4) [ ] Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.): a. [ ] Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005). b. [ ] Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation): . This provision applies effective as of (specify a date which is no earlier than January 1, 2002). (5) [ ] Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.): a. [ ] NHCEs only. Apply only to disabled NHCEs. b. [ ] All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period). (6) [ ] Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator's operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of: (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005). (7) [ ] Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types). (8) [ ] Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows: .

BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (ij) as applicable): [Note: If the Employer elects 45(a46(a), do not complete the balance of this Election 4546.] (a) [ ] Not applicable. The Employer does not elect to override any basic plan provisions. [Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 44(o45(o)) to specify a special Effective Date for any override provision the Employer elects in this Election 4546. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.] (b) [ ] Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable): (1) [ ] W-2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217. (2) [ ] Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.): a. [ ] Include. Include the nonqualified deferred compensation. b. [ ] Do not include. Do not include the nonqualified deferred compensation. (3) [ ] Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation. (4) [ ] Inclusion of Post-Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.): a. [ ] Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005). b. [ ] Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation): . This provision applies effective as of of: (specify a date which is no earlier than January 1, 2002). (5) [ ] Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.): a. [ ] NHCEs only. Apply only to disabled NHCEs. b. [ ] All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period). (6) [ ] Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator's operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of: (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005). (7) [ ] Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types). (8) 7) [ ] Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows: .

BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (Choose (a) or choose one or more of (b) through (i) as applicable): [Note: If the Employer elects 45(a54(a), do not complete the balance of this Election 4554.] (a) [ ] Not applicable. The Employer does not elect to override any basic plan provisions. [Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 44(o53(r)) to specify a special Effective Date for any override provision the Employer elects in this Election 4554. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.] (b) [ [X] Definition (Article I) overrides. (Choose one or more of (1) through (9) as applicable): (1) [ ] W-2 W‑2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W-2 W‑2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217. (2) [ [X] Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation. As to amounts received from an unfunded nonqualified deferred compensation plan which is includible in gross income in the taxable year of receipt (Choose one of a. or b.): a. [ ] Include. Include the nonqualified deferred compensation. b. [ [X] Do not include. Do not include the nonqualified deferred compensation. (3) [ ] Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation. (4) [ ] Inclusion of Post-Severance Post‑Severance Compensation (1.11(I) and 4.05(C)(1)). The Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e1.415(c)‑2(e) as described in Sections 1.11(I) and 4.05(C)(1) as follows (Choose one or both of a. and b.): a. [ ] Include for 415 testing. Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of (specify a date which is no earlier than January 1, 2005). b. [ ] Include for allocations. Include for allocations as follows (specify affected Contribution Type(s) and any adjustments to Post-Severance Post‑Severance Compensation used for allocation): . This provision applies effective as of (specify a date which is no earlier than January 1, 2002). (5) [ ] Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation. (Choose one of a. or b.): a. [ ] NHCEs only. Apply only to disabled NHCEs. b. [ ] All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period). (6) [ ] Early application of final 401(k) regulations (1.28). The Employer (consistent with the Plan Administrator's operation of the Plan) elects to apply the final 401(k) regulations before the beginning of the 2006 Plan Year. The Employer elects to apply the regulations effective as of: (specify Plan Year ending after December 29, 2004, e.g., Plan Year ending December 31, 2004 OR Plan Year beginning January 1, 2005). (7) [ ] Leased Employees (1.21(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types). (8) [ ] Offset if contributions to leasing organization plan (1.21(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows: . [Note: The election of an offset under this Election 54(b)(8) requires that the Employer aggregate its plan with the leasing organization's plan for coverage and nondiscrimination testing.] (9) [ ] Reclassified Employees (1.21(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees): (specify Contribution Types and/or categories of Reclassified Employees). (c) [ ] Rule of parity – participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the "rule of parity" under Code §410(a)(5)(D). (d) [ ] Contribution/allocation (Article III) overrides. (Choose one or more of (1) through (7) as applicable): (1) [ ] Treatment of Automatic Deferrals as ▇▇▇▇ Deferrals (3.02(B)(7)). The Employer elects to treat Automatic Deferrals as ▇▇▇▇ Deferrals in lieu of treating Automatic Deferrals as Pre‑Tax Deferrals. (2) [ ] Application of Safe Harbor Contributions to other allocations (3.05(E)(11)). Any Safe Harbor Nonelective Contributions allocated to a Participant's account will not be applied toward (offset) any allocation to the Participant of a non‑Safe Harbor Nonelective Contribution. (3) [ ] Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (Choose one of a. or b.): a. [ ] No pro‑ration. Will not pro‑rate Hours of Service in any short allocation period. b. [ ] Pro‑ration based on months. Will pro‑rate any Hour of Service requirement based on the number of months in the short allocation period. (4) [ ] Limited waiver of allocation conditions for re‑hired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to re‑hired Participants in the Plan Year they resume participation, as described in Section 3.06(G). (5) [ ] Associated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated matching contributions occurs in the Testing Year. (6) [ ] Safe Harbor top‑heavy exempt fail‑safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), (c), and (d) under Section 3.07(A)(4), the Employer establishes the following forfeiture ordering rules (Specify the ordering rules, for example, (d), (a), (b), and (c)): . (7) [ ] Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (Choose one or more of a., b., and c. as applicable): a. [ ] Re‑order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the following order: (specify order). b. [ ] Hours of Service tie‑breaker. Apply the greatest Hours of Service as the tie‑breaker within a suspension tier in lieu of applying the lowest Compensation. c. [ ] Additional/other tiers. Apply the following additional or other tiers: (specify suspension tiers and ordering). (e) [ ] Testing (Article IV)