Maine

01-0425066

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

with a copy to:

Northeast Bancorp

Kimberly J. Decker, Esquire

500 Canal Street

Barley Snyder LLC

Lewiston, Maine 04240

126 East King Street

(Name and address of agent for service)

Lancaster, PA 17604

(207) 786-3245

(Telephone number, including area code of agent for service)

Title of Securities to be Registered

Amount to be
Registered(1)

Proposed Maximum
 Offering Price Per
 Share(2)(3)

Proposed Maximum
 Aggregate Offering
 Price(2)

Amount of Registration
Fee

Common Stock, Par value $1.00

20,000

NORTHEAST BANCORP

/s/ James D. Delamater
      James D. Delamater

      President and Chief Executive Officer

Number

Exhibit

5.1

Opinion of Barley Snyder LLC re: legality of the securities

23.1

Consent of Barley Snyder LLC (this Exhibit is part of Exhibit 5)

23.2

Consent of Baker Newman & Noyes Limited Liability Company to incorporate by reference its report, dated June 27, 2006

24.1

Power of attorney (this Exhibit is part of Signature Page)

99.1

Northeast Bancorp 401(K) Savings And Retirement Plan

Northeast Bancorp
500 Canal Street
Lewiston, Maine 04240

Portland, Maine
June 27, 2006

/s/ Baker Newman & Noyes
      Baker Newman & Noyes

      Limited Liability Company

401(k)-TRA '97

GUST 2001

Vol. - NR

©Copyright 2001 Transamerica Life Insurance and Annuity Company

(Approved 04/17/02; Revised 06/05/02)

Internal Revenue Service

Department of the Treasury

Tax Exempt &

P.O. Box 2508

Government Entities

Cincinnati OH 45201

Date: April 17, 2002

Person to Contact:

Angelo Noe 31-00518

Transamerica Life Insurance & Annuity Company

(513) 263-3536

1150 South Olive Street

Los Angeles, CA 90015

Letter Serial Number

VS322612

Plan Name: Volume Submitter

Profit Sharing 401(k) Plan

1.

Effective for Plan Years beginning before the adoption date of this amendment, Qualified Non-elective Contributions and/or Qualified Matching Contributions were allocated in accordance with the provisions of the Plan in effect prior to that date. Effective for Plan Years beginning on and after the adoption date of the amendment, Qualified Non-elective Contributions and/or Qualified Matching Contributions taken into account for the ACP and/or ADP Tests will be allocated in accordance with Article 5 of the Plan.

2.

Effective for Plan Years ending prior to the adoption date of this amendment, the Top Heavy minimum contribution selected in Section 13 of the Adoption Agreement was allocated in accordance with the provisions of the Plan in effect before that date. For subsequent Plan Years, the Top Heavy minimum contribution selected in Section 13 of the Adoption Agreement will be allocated only to Non-Key Employees.

3.

The following provisions will apply to investment of Plan Contributions in Company Stock. Pursuant to the Trustees' investment powers as provided in Section 4.3(a) of the Trust Agreement, the Plan is hereby permitted to hold Northeast Bancorp Stock.

(a)

Definitions.

(1)

"Company Stock" means the common stock of Northeast Bancorp, as traded on the AMEX.

(2)

"Custodian" means Commonwealth Financial Network. The Custodian is an Investment Manager, as defined in Section 3(38) of ERISA with respect to Company Stock.

(b)

Limitations on Company Stock.

(1)

A Participant's investment in Company Stock will be part of such Participant's applicable Account(s) as defined in Section 8.1 of the Plan.

(2)

Contributions invested in Company Stock may not be withdrawn for loans nor used to secure a loan under the Plan.

(c)

Purchase and Sale of Company Stock.

(1)

Anything in Section 2.5 of the Trust Agreement to the contrary notwithstanding, the Trustees may direct the Custodian to purchase shares of Company Stock in the open market upon the receipt by the Custodian of the written request from the Employer pursuant to a non-discriminatory purchasing program developed by the Custodian to effect such purchases in an orderly manner without disruption of the market for such stock.

(2)

If a Participants Vested Interest in his Account(s) is to be distributed on account of such Participants retirement, disability, death, termination of employment, or as a result of a qualified domestic relations order, as provided in Section 13.7 of the Plan, or the minimum distribution rules of Section 13.3 of the Plan, the Trustees will direct the Custodian to sell the Participant's shares of Company Stock or distribute such stock in-kind, at the election of the Participant or designated Beneficiary. The amount of cash (attributable to the Participants shares of Company Stock) will be determined on the basis of the price or the average of the prices realized on disposition of such shares on the day or days during the calendar month as may be designated by the Trustees in a uniform and nondiscriminatory manner. Notwithstanding the foregoing, the Custodian may net out transactions internally (so as not to be both a buyer and a seller on the open market) at the then prevailing market prices as determined by the Custodian.

(d)

Voting of Shares.

(1)

Anything in Section 3.3(i) of the Trust Agreement to the contrary notwithstanding, whenever any proxies or consents are solicited from shareholders, each Participant (or Designated Beneficiary in the case of a deceased Participant) whose Account(s) reflects investment in Company Stock, will have the right to direct the Trustees, in writing, as to the manner in which such shares will be voted. The Trustees (or their authorized representative) or the custodian will utilize their best efforts to distribute or cause to be distributed in a timely manner to each Participant (or Designed Beneficiary) a copy of the proxy solicitation material sent to shareholders, together with a form addressed to the Trustees (or their authorized representative) or the Custodian, confidential, written instructions as to the manner in which such shares will be voted. If the instructions are sent to the Trustees' authorized representative or to the Custodian, the authorized representative or Custodian must communicate the instructions to the Trustees. Upon receipt of the instructions, the Trustees will vote such shares as instructed. Shares of Company Stock as to which the Trustees receive no voting instructions will be voted by the Trustees in the same proportion as shares are to be voted pursuant to the written voting instructions received by the Trustees.

(2)

Each Participant (or designed Beneficiary) will be entitled to one vote for each fulI share of Company Stock allocated to his Accounts. Fractional shares of company Stock shall be not considered for voting.

(e)

Valuation.

(1)

Shares of Company Stock will be valued as of the last business day of each Plan Year (or at such other times as the Trustees determine) by the Custodian or, if Company Stock is not publicly traded on an established market at such time, by an appraiser meeting requirements similar to the requirements prescribed under regulations issued under section l70(a)(l) of the Internal Revenue code of 1986, as amended. Any dividends received on Company Stock will be paid in cash and will be part of the Participants applicable Account(s).

(2)

The Trustees (or their authorized representative) will maintain adequate records of the cost basis of Company Stock reflected in each of the Participant's applicable Account(s). The Trustees may, from time to time, modify their accounting procedures for the purpose of achieving equitable and nondiscriminatory allocations among Participant's Accounts, in accordance with this Plan and the applicable requirements of ERISA and the Internal Revenue Code of 1986, as amended.

(f)

Named Fiduciary Status/Confidentiality.

(1)

Each Participant (or Designated Beneficiary in the case of a deceased Participant) shall be deemed to be a "named fiduciary" [within the meaning of Section 402(a) of ERISA] with respect to the voting of the shares of Company Stock as to which such Participant (or Designated Beneficiary) has the right of direction. Directions received from Participants (or Designated Beneficiaries) by the Trustees, (or their authorized representative) or the Custodian shall be held in strict confidence and shall not be divulged or released to any person, including Employees, officers or directors of any Employer; provided, however, that, to the extent necessary for the operation of the Plan, such directions may be relayed by the Trustees to a recordkeeper or auditor for the Plan which recordkeeper or auditor is not an Employer and agrees not to divulge such directions to any other person, including Employees or officers or directors of any Employer.

4.

Participants will be allowed to have a maximum of 2 loans outstanding at any time.

1.

TYPE OF PLAN

This Plan is a Tax-Favored Savings Plan:

(a)

(1)

[  ]

with a non-integrated allocation of Employer Non-Matching Contributions.

(2)

[X]

with an integrated allocation of Employer Non-Matching Contributions.

(b)

[  ]

with an age weighted allocation method of Employer Non-Matching Contributions.

(c)

[  ]

with a points allocation method of Employer Non-Matching Contributions.

(d)

[  ]

with a job classification or Band allocation method of Employer Non-Matching Contributions, in accordance with Section 12(a)(5), (6), (7) or (8), cross-tested in accordance with Section 1.401(a)(4)-8 of the Internal Revenue Service regulations.

(e)

[  ]

with a job classification allocation method of Employer Non-Matching Contributions, rate-group tested in accordance with Section 1.401(a)(4)-2(c) of the Internal Revenue Service regulations.

(f)

[X]

with Elective Contributions and/or Matching Contributions under Code section 401(k) and/or 401(m). This option may be elected with Section 1(a), (b), (c), (d) or (e).

(g)

[  ]

with Safe Harbor Provisions intended to satisfy Code section 40l(k)(12) and 401(m)(11) and the requirements of Section 3.7 of the Plan. This option may be selected with Section 1(a), (b), (c), (d) or (e).

(h)

[  ]

with SIMPLE Provisions intended to satisfy Code sections 401(k)(11) and 401(m)(10) and the requirements of Section 3.12 of the Plan. This option may only be selected if the Plan Year is the calendar year. An amendment to have the SIMPLE Provisions no longer apply, must be effective the next January 1.

2.

EFFECTIVE DATE OF ADOPTION AGREEMENT

(a)

[  ]

The initial adoption by the Employer of a Tax-Favored Savings Plan and Trust to be effective as of:

_______________
MM

_______________
DD

_______________
YYYY

(b)

[X]

An amendment of the Employers previous Adoption Agreement for this Plan, originally effective 05-01-1983, and last amended on 01-01-2002. The effective date of this Adoption Agreement is:

       07       
MM

       01       
DD

      1997      
YYYY

(Approved 04/17/02; Revised 06/05/02)

2.

EFFECTIVE DATE OF ADOPTION AGREEMENT (Continued)

(c)

[  ]

An amendment of an existing plan and trust, which constituted a plan and trust meeting the requirements of Code sections 401(a), 50 1(a) and 401(k), as applicable, initially established by the Employer effective ______. The effective date of this Adoption Agreement is:

_______________
MM

_______________
DD

_______________
YYYY

(d)

[  ]

The effective date of the cash or deferred arrangement is:

(1)

[  ]

The same as the effective date shown in Section 2(a), (b) or (c)

(2)

[  ]

_______________
MM

_______________
DD

_______________
YYYY

3.

PLAN YEAR

(a)

[X]

The Plan Year will be a 12-consecutive-month period commencing with the effective date of this Adoption Agreement (as shown in Section 2 above) and with each anniversary thereof.

(b)

[  ]

The Plan Year will be the period from the effective date of this Adoption Agreement (as shown in Section 2 above) through ___________, (inclusive, not to exceed 12-consecutive-months), and each succeeding 12-consecutive-month period thereafter, commencing with ___________.

(c)

[  ]

The Plan Year prior to the effective date of this Adoption Agreement (as shown in Section 2 above) will be the period _______ through __________, (inclusive, not to exceed 12-consecutive-months). Thereafter, the Plan Year will be each succeeding 12-consecutive-month period commencing on ______.

(d)

[  ]

The Plan Year will be the period from the date shown in Section 2 through ___________ (inclusive, not to exceed 12-consecutive-months), and each succeeding 12-consecutive-month period thereafter through __________. The period ___________ through ___________ will be a Plan Year and, thereafter, the Plan Year will be each succeeding 12-consecutive-month period commencing on _______.

NOTE:

If the Employer selects Section 2(a) above and the Plan covers any Self-employed Individual, as defined in Section 1.36 of the Plan, the Taxable Year MUST be designated as the Plan Year.

(Approved 04117/02; Revised 06/05/02)

4.

PLAN ANNIVERSARY

(a)

[X]

The Plan Anniversary is 07-01-1998 and the anniversary of such date in each succeeding year.

(b)

[  ]

The Plan Anniversary is ___________ and the anniversary of such date in each succeeding year up through ___________. Thereafter, the Plan Anniversary is ___________, and the anniversary of such date in each succeeding year.

(c)

[  ]

The Plan Anniversary prior to the effective date of this Adoption Agreement (as shown in Section 2 above) is ___________. The Plan Anniversary on and after the effective date of this Adoption Agreement (as shown in Section 2 above) shall continue to be the anniversary of such date in each succeeding year.

5.

SERVICE FOR PREDECESSOR ENTITY

Service for a predecessor entity (including service as a sole proprietor or partner) whose trade or business was acquired by the Employer to be included as service for the Employer:

(a)

[X]

Yes

Specify Name of Predecessor Entity:

Subsidiaries of Northeast Bancorp and all acquisitions by Northeast Bancorp or its subsidiaries

(b)

[  ]

No

Where the Employer maintains the plan of a predecessor entity, service for such predecessor entity will be treated as service for the Employer.

6.

ELIGIBILITY REQUIREMENTS

(a)

Eligible Employment

(1)

Employees, as defined in Section 1.13 of the Plan, who are covered under a collective bargaining agreement between the Employer and the Employee Representatives, where retirement benefits were the subject of good faith bargaining and provided two percent (2%) or less of the Employees who are covered pursuant to such agreement are professionals, as defined in Internal Revenue Service Regulation 1.41 0(b)-9, to be eligible to participate in the Plan (indicate yes or no):

(i)

[X]

No

(ii)

[  ]

Yes [Specify which collective bargaining unit(s)]

___________________________________________________

___________________________________________________

6.

ELIGIBILITY REQUIREMENTS (Continued)

NOTE:

For this purpose, the term "Employee Representatives" will not include any organization more than one-half of whose members are Employees who are owners, officers or executives of the Employer.

(2)

Other Employees to be excluded from participation in the Plan:

(i)

[  ]

None excluded

(ii)

[X]

Only those Employees in the classifications checked below to be excluded:

(A)

[  ]

Salaried

(B)

[  ]

Hourly Paid

(C)

[  ]

Commissioned

(D)

[  ]

Leased Employees

(E)

[  ]

Non-resident aliens

(F)

[  ]

Employees who became Employees as a 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.

(G)

[  ]

Other (Specified)

Non-resident aliens who receive no U.S. source earned income

__________________________________________________

__________________________________________________

__________________________________________________

3.

The applicable option in (3)(i) or (3)(ii), below, must be selected if the Employer is a member of a group(s) of employers, as described in Section 9.1(e) of the Plan.

(i)

[  ]

Employees of other members of such group(s) will be excluded.

(ii)

[  ]

Employees of other members of such group(s) other than the Employees of the Employers who have executed an Adoption and Acceptance Agreement in accordance with Section 18.10 of the Plan will be excluded. (Plans maintained by the Employer, and its Affiliates, as defined in Section 1.2 of the Plan)

6.

ELIGIBILITY REQUIREMENTS (Continued)

(c)

Age and Service Requirements for Matching Contributions or ACP Test Safe Harbor Matching Contributions, as applicable:

[X]

Not Applicable. The Age and Service Requirements of Section 6(b) will also apply to Matching Contributions or ACP Test Safe Harbor Matching Contributions, as applicable.

[  ]

Not Applicable. The Age and Service Requirements of Section 6(d) will also apply to Matching Contributions or ACP Test Safe Harbor Matching Contributions, as applicable.

(1)

Age Last Birthday:

(i)

[  ]

No minimum age. Must be selected with Section 7(b)(3)(viii).

(ii)

[  ]

Minimum age on Entry Date ________ [may not be more than 20 1/2 unless Section 7(b)(3)(iii), 7(b)(3)(iv) or 7(b)(3)(v) is also selected, and in no event more than 21].

(2)

Service Requirement:

(i)

[  ]

None. Must be selected with Section 7(b)(3)(viii).

(ii)

[  ]

1/2 Year of Service.

"1/2 Year of Service" means 6 consecutive calendar months (computed from the date an Employee performs the first Hour of Service for the Employer).

(A)

[  ]

No Hours of Service required.

(B)

[  ]

500 Hours of Service required. [THIS OPTION MAY NOT BE ELECTED WITH SECTION 8(f).]

In no event will the selection of this requirement cause an Employee to become a Participant on a date later than the date on which he would become a Participant if 1 Year of Service in (iii) following had been selected.

(iii)

[  ]

1 Year of Service. (May be selected only if Section 7(b)(3)(iii), 7(b)(3)(iv) or 7(b)(3)(v) is also selected.)

(iv)

[  ]

_______________ Month(s) of Service. 
"Months of Service" means consecutive calendar months (computed from the date an Employee performs the first Hour of Service for the Employer) during which an Employee performs at least one Hour of Service.

6.

ELIGIBILITY REQUIREMENTS (Continued)

(v)

[  ]

Other __________________________________________(Specify.Service selected must be other than Section 6(c)(2)(i), 6(c)(2)(ii) or (Continued) 6(c)(2)(iv) and must be less than Section 6(c)(2)(iii), above.) An Employee will not be required to complete any specific number of Hours of Service if this option is selected.

(d)

Age and Service Requirements for Non-Matching Contributions:

[  ]

Not Applicable. The Age and Service Requirements of Section 6(b) will also apply to Non-Matching Contributions.

[  ]

Not Applicable. The Age and Service Requirements of Section 6(c) will also apply to Non-Matching Contributions.

(1)

Age Last Birthday:

(

(i)

[  ]

No minimum age. Must be selected with Section 7(c)(3)(viii)

(ii)

[X]

Minimum age on Entry Date 21 [may not be more than 20-1/2 unless Section 7(c)(3)(iii), 7(c)(3)(iv) or 7(c)(3)(v) is selected, and in no event more than 21].

(2)

Service Requirement:

(i)

[  ]

None. Must be selected with Section 7(c)(3)(viii)

(ii)

[  ]

1/2 Year of Service.

"1/2 Year of Service" means 6 consecutive calendar months (computed from the date an Employee performs the first Hour of Service for the Employer).

(A)

[  ]

No Hours of Service required.

(B)

[  ]

500 Hours of Service required. [THIS OPTION MAY NOT BE ELECTED WITH SECTION 8(f).]

In no event will the selection of this requirement cause an Employee to become a Participant on a date later than the date on which he would become a Participant if 1 Year of Service in (iii) following had been selected.

(iii)

[X]

1 Year of Service. (May be selected only if Section 7(c)(3)(iii), 7(c)(3)(iv) or 7(c)(3)(v) is also selected.)

(iv)

[  ]

2 Years of Service. (May be selected only if Section 7(c)(3)(iii), 7(c)(3)(iv) or 7(c)(3)(v) is also selected, AND vesting Schedule A has been selected in Section 16.)

6.

ELIGIBILITY REQUIREMENT
(Continued)

(v)

[  ]

"Months of Service" means consecutive calendar months (computed from the date an Employee performs the first Hour of Service for the Employer) during which an Employee performs at least one Hour of Service.

(vi)

[  ]

Other ____________ (Specify. Service selected must be other than Section 6(d)(2)(i), 6(d)(2)(ii), 6(d)(2)(iii) or 6(d)(2)(v) and must be less than Section 6(d)(2)(iv), above.) An Employee will not be required to complete any specific number of Hours of Service if this option is selected.

(e)

Eligibility Computation Period:

(1)

[  ]

the 12 consecutive-month period commencing on the date the Employee first performs an Hour of Service for the Employer and anniversaries thereof.

(2)

[X]

the 12 consecutive-month period commencing on the date the Employee first performs an Hour of Service for the Employer. The succeeding 12 consecutive-month periods commence with the first Plan Year which commences prior to the first anniversary of the date the Employee first performed an Hour of Service, and anniversaries thereof.

7.

ENTRY DATE

(a)

Entry Date for Elective Contributions, Basic Matching Contributions, Enhanced Matching Contributions, Safe Harbor Non-elective Contributions, SIMPLE Matching Contributions or SIMPLE Non-elective, as applicable:

If Section 7(a)(1), 7(a)(6) or 7(a)(7) is selected, the Employer MUST also select 7(a)(2), 7(a)(3), 7(a)(4), 7(a)(5) or 7(a)(9), below. The Entry Date(s) under the Plan will be:

(1)

[  ]

the Effective Date of the Plan without regard to the eligibility requirements, if any, selected by the Employer in Section 6(b), provided the Employee is in Eligible Employment on such Effective Date. Thereafter, the Entry Date will be the date selected under 7(a)(2), 7(a)(3), 7(a)(4), 7(a)(5) or 7(a)(9), below.

(2)

[  ]

the Plan Anniversary.

(3)

[  ]

the earlier of the Plan Anniversary or Semi-Anniversary.

(4)

[X]

the first day of the Plan Quarter.

(5)

[  ]

the first day of the calendar month.

7.

ENTRY DATE (Continued)

(6)

[  ]

___________, without regard to the eligibility requirements, if any, selected by the Employer in Section 6(b), provided the Employee is in Eligible Employment on such date. Thereafter, the Entry Date will be the date selected under 7(a)(2), 7(a)(3), 7(a)(4), 7(a)(5) or 7(a)(9). The date(s) selected under this Section 7(a)(6) must be earlier than 7(a)(2), 7(a)(3), 7(a)(4), 7(a)(5) or 7(a)(9).

(7)

[  ]

___________, provided the Employee has met the eligibility requirements selected by the Employer in Section 6(b) and is in Eligible Employment on such date. Thereafter, the Entry Date will be the date selected under 7(a)(2), 7(a)(3), 7(a)(4), 7(a)(5) or 7(a)(9). The date(s) selected under this Section 7(a)(7) must be earlier than 7(a)(2), 7(a)(3), 7(a)(4), 7(a)(5) or 7(a)(9).

(8)

[  ]

the Eligible Employee's date of hire. [This option may only be selected if Sections 6(b)(l)(i) and 6(b)(2)(i) are also selected.]

(9)

[  ]

Other: [Specify.] _______________________________________

_____________________________________________________

_____________________________________________________

NOTE:

If Section 7(a)(1), 7(a)(6) or 7(a)(7) is selected, an Employee who is eligible to participate as of the Effective Date in Section 7(a)(l), or the applicable date in Section 7(a)(6) or 7(a)(7), but elects not to make Elective Contributions when first eligible will not be required to meet the eligibility requirements, if any, selected in Section 6(b) with respect to any subsequent Entry Date(s), subject to the last paragraph of Section 2.5 of the Plan.

(b)

Entry Date for Matching Contributions or ACP Test Safe Harbor Matching Contributions, as applicable:

(1)

[X]

Not Applicable. This Plan uses the Entry Date selected in Section 7(a) above for Matching Contributions or ACP Test Safe Harbor Matching Contributions, as applicable.

(2)

[  ]

Not Applicable. This Plan uses the Entry Date selected in Section 7(c) below for Matching Contributions or ACP Test Safe Harbor Matching Contributions, as applicable.

(3)

[  ]

If Section 7(b)(3)(i), 7(b)(3)(vi) or 7(b)(3)(vii) is selected, the Employer MUST also select 7(b)(3)(ii), 7(b)(3)(iii), 7(b)(3)(iv), 7(b)(3)(v) or 7(b)(3)(ix), below. The Entry Date(s) under the Plan will be:

(i)

[  ]

the Effective Date of the Plan without regard to the eligibility requirements, if any, selected by the Employer in Section 6(c), provided the Employee is in Eligible Employment on such Effective Date. Thereafter, the Entry Date will be the date selected under 7(b)(3)(ii), 7(b)(3)(iii), 7(b)(3)(iv), 7(b)(3)(v) or 7(b)(3)(ix), below.

(Approved 04/17/02; Revised 06/05/02)

7.

ENTRY DATE (Continued)

(ii)

[  ]

the Plan Anniversary.

(iii)

[  ]

the earlier of the Plan Anniversary or Semi-Anniversary.

(iv)

[  ]

the first day of the Plan Quarter.

(v)

[  ]

the first day of the calendar month.

(vi)

[  ]

____________,without regard to the eligibility requirements, if any, selected by the Employer in Section 6(c), provided the Employee is in Eligible Employment on such date. Thereafter, the Entry Date will be the date selected under 7(b)(3)(ii), 7(b)(3)(iii), 7(b)(3)(iv), 7(b)(3)(v) or 7(b)(3)(ix). The date(s) selected under this Section 7(b)(3)(vi) must be earlier than 7(b)(3)(ii), 7(b)(3)(iii), 7(b)(3)(iv), 7(b)(3)(v) or 7(b)(3)(ix).

(vii)

[  ]

___________, provided the Employee has met the eligibility requirements selected by the Employer in Section 6(c) and is in Eligible Employment on such date. Thereafter, the Entry Date will be the date selected under 7(b)(3)(ii), 7(b)(3)(iii), 7(b)(3)(iv), 7(b)(3)(v) or 7(b)(3)(ix). The date(s) selected under this Section 7(b)(3)(vii) must be earlier than 7(b)(3)(ii), 7(b)(3)(iii), 7(b)(3)(iv), 7(b)(3)(v) or 7(b)(3)(ix).

(viii)

[  ]

the Eligible Employee's date of hire. [This option may only be selected if Sections 6(c)(l)(i) and 6(c)(2)(i) are also selected.]

(ix)

[  ]

Other: [Specify.] _________________________________

_______________________________________________

NOTE:

If Section 7(b)(3)(i), 7(b)(3)(vi) or 7(b)(3)(vii) is selected, an Employee who is eligible to participate as of the Effective Date in Section 7(b)(3)(i), or the applicable date in Section 7(b)(3)(vi) or 7(b)(3)(vii), but elects not to make Elective Contributions when first eligible will not be required to meet the eligibility requirements, if any, selected in Section 6(c) with respect to any subsequent Entry Date(s), subject to the last paragraph of Section 2.5 of the Plan.

(c)

Entry Date for Non-Matching Contributions:

(1)

[X]

Not Applicable. This Plan uses the Entry Date selected in Section 7(a) for Non-Matching Contributions.

(2)

[  ]

Not Applicable. This Plan uses the Entry Date selected in Section 7(b) for Non-Matching Contributions.

(3)

[  ]

If Section 7(c)(3)(i), 7(c)(3)(vi) or 7(c)(3)(vii) is selected, the Employer MUST also select 7(c)(3)(ii), 7(c)(3)(iii), 7(c)(3)(iv), 7(c)(3)(v) or 7(c)(3)(ix), below. The Entry Date(s) under the Plan will be:

(i)

[  ]

the Effective Date of the Plan without regard to the eligibility requirements, if any, selected by the Employer in Section 6(d), provided the Employee is in Eligible Employment on such Effective Date. Thereafter, the Entry Date will be the date selected under 7(c)(3)(ii), 7(c)(3)(iii), 7(c)(3)(iv), 7(c)(3)(v) or 7(c)(3)(ix), below.

7.

ENTRY DATE (Continued)

(ii)

[  ]

the Plan Anniversary.

(iii)

[  ]

the earlier of the Plan Anniversary or Semi-Anniversary.

(iv)

[  ]

the first day of the Plan Quarter.

(v)

[  ]

the first day of the calendar month.

(vi)

[  ]

_________, without regard to the eligibility requirements, if any, selected by the Employer in Section 6(d), provided the Employee is in Eligible Employment on such date. Thereafter, the Entry Date will be the date selected under 7(c)(3)(ii), 7(c)(3)(iii), 7(c)(3)(iv), 7(c)(3)(v) or 7(c)(3)(ix). The date(s) selected under this Section 7(c)(3)(vi) must be earlier than 7(c)(3)(ii), 7(c)(3)(iii), 7(c)(3)(iv), 7(c)(3)(v) or 7(c)(3)(ix).

(vii)

[  ]

________, provided the Employee has met the eligibility requirements selected by the Employer in Section 6(d) and is in Eligible Employment on such date. Thereafter, the Entry Date will be the date selected under 7(c)(3)(ii), 7(c)(3)(iii), 7(c)(3)(iv), 7(c)(3)(v) or 7(c)(3)(ix). The date(s) selected under this Section 7(c)(3)(vii) must be earlier than 7(c)(3)(ii), 7(c)(3)(iii), 7(c)(3)(iv), 7(c)(3)(v) or 7(c)(3)(ix).

(viii)

[  ]

the Eligible Employee's date of hire. [This option may only be selected if Sections 6(d)(1)(i) and 6(d)(2)(i) are also selected.]

(ix)

[  ]

Other: [Specify] ________________________

NOTE:

If Section 7(c)(3)(i), 7(c)(3)(vi) or 7(c)(3)(vii) is selected, an Employee who is eligible to participate as of the Effective Date in Section 7(c)(3)(i), or the applicable date in Section 7(c)(3)(vi) or 7(c)(3)(vii), but elects not to make Elective Contributions when first eligible will not be required to meet the eligibility requirements, if any, selected in Section 6(d) with respect to any subsequent Entry Date(s), subject to the last paragraph of Section 2.5 of the Plan.

8.

HOURS OF SERVICE/ELAPSED TIME

Service under the Plan, will be determined on the basis of the method selected below. Only one method may be selected. The method selected will be applied to all Employees covered under this Plan.

(a)

[X]

Actual Hours. Hours of Service will be credited on the basis of actual hours for which an Employee is paid or entitled to payment. (IF THIS OPTION IS SELECTED, THE EMPLOYER MUST MAINTAIN RECORDS OF ACTUAL HOURS WORKED FOR EACH EMPLOYEE).

(b)

[  ]

Days Worked. An Employee will be credited with 10 Hours of Service if, under Section 1.18 of the Plan, such Employee would be credited with at least one Hour of Service during the day.

8.

HOURS OF SERVICE/
ELAPSED TIME (Continued)

(c)

[  ]

Weeks Worked. An Employee will be credited with 45 Hours of Service if, under Section 1.18 of the Plan, such Employee would be credited with at least one Hour of Service during the week.

(d)

[  ]

Semi-Monthly Payment Period. An Employee will be credited with 95 Hours of Service if, under Section 1.18 of the Plan, such Employee would be credited with at least one Hour of Service during the semi-monthly payroll period.

(e)

[  ]

Months Worked. An Employee will be credited with 190 Hours of Service if, under Section 1.18 of the Plan, such Employee would be credited with at least one Hour of Service during the month.

(f)

[  ]

Elapsed Time. Election of this option will be subject to Sections 1.7, 1.27 and 1.47 of the Plan.

(g)

For purposes of participation in this Plan, a leased employee shall only be considered an Employee of the Employer after the completion of 1500 Hours of Service with the Employer, unless otherwise elected below:

(1)

[  ]

Completion of 1,000 Hours of Service with the Employer is required.

9.

COMPENSATION/HIGHLY COMPENSATED EMPLOYEE ELECTIONS

Compensation, as defined in Section 1.5 of the Plan will mean all of the Participants

(a)

[X]

Wages, as defined in Code section 340l(a) for purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed [such as the exception for agricultural labor in Code section 3401(a) (2)] which is actually paid during the Plan Year; or

(b)

[  ]

Information required to be reported under Code sections 6041, 6051 and 6052 (wages, tips and Other Compensation Box on Form W-2). Compensation is defined as wages, as defined in Code section 3401(a), and all other payments of Compensation which is actually paid during the Plan Year to an Employee by an Employer (in the course of the Employer's trade or business) for which the Employer is required to furnish the Employee a written statement under Code sections 6041(d) and 6051(a)(3). Compensation must be determined without regard to any rules under Code section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code section 3401(a)(2)).

(c)

[  ]

Compensation, as defined in Section 9.1(b) of the Plan which is actually paid during the Plan Year.

(Approved 04/1 7/02; Revised 06/05/02)

9.

COMPENSATION/HIGHLY COMPENSATED EMPLOYEE ELECTIONS (Continued)

Unless the Employer elected Section 9(d)(2)(v) below, for purposes of determining the amount of Elective Contributions, if any, the maximum Matching Contributions under Section 1l(a)(1), 11(a)(2), 11(a)(3) or 11(a)(4), and the tests described in Sections 3.6, 4.4, and 4.5 of the Plan, Compensation will include Elective Contributions under this Plan and all salary reduction contributions on behalf of the Participant that are not includible in gross income under Code sections 125, 402(e)(3), 402(h)(l)(B) and 403(b), 132(f) for Plan Years beginning on or after January 1,2001, and compensation deferred under Code section 457.

(d)

If the Plan does not cover any Self-employed Individual, as defined in Section 1.36 of the Plan, indicate election below:

(1)

[  ]

There will be no exclusions from Compensation (Must be selected if the Plan covers any Self-employed Individual, or if Section 11(i) is elected).

(2)

[X]

One or more of the following categories of extra pay, if selected, will be excluded from Compensation (see NOTE below).

(i)

[  ]

Overtime

(ii)

Bonuses

(iii)

[  ]

Commissions

(iv)

[  ]

Reimbursement or other Expense Allowances, Moving Expenses, Fringe Benefits and Welfare Benefits

(v)

(A)

[  ]

Elective contributions not includible in the gross income of the Employee under Code section 125, 402(e)(3), 402(h), 132(f) for Plan Years beginning on and after January 1, 2001, or 403(b).

(B)

[  ]

Complete this Section 9(d)(2)(v)(B) only if the Plan has been operated since the first day of the first Plan Year beginning on or after January 1, 1998 (or any subsequent Plan Year beginning before January 1, 2001) by excluding from the definition of Compensation any amount that is contributed by the Employer pursuant to a salary reduction agreement that is not includible in the Employee's gross income under Code section 132(f).

For Plan Years beginning on and after ___________, Compensation shall not include elective amounts that are not includible in the gross income of the Employee under Code section 132(f).

(vi)

[X]

Other

RSC Program Pay                                                                                 

________________________________________________

                                                                                                              
                      (Specify, if "Other" is elected)

9.

COMPENSATION/HIGHLY COMPENSATED EMPLOYEE ELECTIONS (Continued)

(3)

If the Employer selected the SIMPLE Provisions in accordance with Section 1(h) and Section 3.12 of the Plan;

(i)

Instead of the Matching Contribution described in Section 3.12(c)(ii)(l) of the Plan, the Employer elects to make the Non-elective Contribution described in Section 3.12(c)(ii)(2) of the Plan.

(ii)

The lesser Compensation referred to in Section 3.12(c)(ii)(2) of the Plan shall be $_________ (must be less than $5,000).

NOTE:

If extra pay under Section 9(d)(2)(i), (ii), (iii) or (vi) is excluded, this Plan will be required to pass discrimination testing under Internal Revenue Service Regulation 1.414(s)-1T. If Section 9(d)(1) is selected, or extra pay under Section 9(d)(2)(iv) or elective contributions under Section 9(d)(2)(v) is excluded, no discrimination testing under Internal Revenue Service Regulation 1.414 (s)-1T will be required

(e)

If an Employees initial Entry Date or the date he resumes participation under the Plan following a One-Year Break in Service is other than the first day of a Plan Year, Compensation from the date the Participant commences/recommences participation to the end of the Plan Year will be used, unless otherwise elected below:

(1)

[X]

Compensation for the entire Plan Year (Must be selected if the Employer also selected Section 11(i)).

(f)

In determining who is a Highly Compensated Employee, the Employer makes the following elections, see Note below (select one or both):

(1)

[X]

Top-paid group election. The effect of this election is that an Employee described in Section 3.8(b) of the Plan is a Highly Compensated Employee only if he was in the top-paid group for the Look-Back Year.

(2)

[  ]

Calendar year election. The effect of this election is that the Look-Back Year is the calendar year beginning with or within the Look-Back Year. This election may not be used to determine Highly Compensated Employees under Section 3.8(a) of the Plan.

NOTE:

The election(s) in Section 9(f) above, once made, apply for all subsequent Plan Years unless changed by the Employer. If both elections are made for a Plan Year, the Look-Back Year for determining the top-paid group must be the calendar year beginning with or within the Look-Back Year under Section 3.8 of the Plan. These elections must apply to all plans of the Employer, as defined in Section 9.1(e) of the Plan, for Determination Years beginning on and after January 1, 2000.

10.

ELECTIVE/QUALIFIED NON-ELECTIVE/QUALIFED MATCHING CONTRIBUTIONS

(a)

Subject to the limitations of Section 3.1 of the Plan, Elective Contributions will be made on the Participant's behalf in an amount equal to:

(1)

[  ]

from $_______ to $_______, subject to the limitations on Compensation under the NOTE below.

(2)

[X]

from 1% (not less than 1% and MUST be in multiples of 1%) to l5% of his Compensation, as described in Section 9.

(3)

[  ]

in multiples of 1% of Compensation, subject to the limitations under the Note below.

NOTE:

The percentage/amount selected cannot exceed ___% (complete, if applicable) of Compensation and in no event more than the amount permitted under Code sections 402(g) and 415.

(b)

Subject to Section 3.2 of the Plan, a Participant may change the rate of Elective Contributions as of (select one):

(1)

[  ]

the Plan Anniversary.

(2)

[  ]

the Plan Anniversary and Semi-Anniversary.

(3)

[X]

the first day of any Plan Quarter.

(4)

[  ]

the first day of any calendar month.

(5)

[  ]

any business day.

(c)

[X]

The Employer elects, for the ADP Test (select one or both):

(1)

[X]

The Current Plan Year Testing Method described in Section 3.6(d) of the Plan. THIS OPTION MAY ONLY BE ELECTED IF SECTION 11(c)(l) IS ALSO ELECTED.

(2)

[  ]

The Early Participation Rule described in Section 3.6(f) of the Plan.

(d)

[  ]

This Plan is not a successor plan and the Employer elects to use the 3% first Plan Year rule for the ADP Test. THIS OPTION MAY NOT BE ELECTED IF SECTION 10(c)(l) IS ALSO ELECTED.

(e)

[X]

The Employer elects, for purposes of the ADP Test, to provide and/or treat as Elective Contributions (select, as appropriate):

(1)

[X]

Qualified Non-elective Contributions

(2)

[X]

Qualified Matching Contributions when made.

10.

ELECTIVE/QUALIFIED NON-ELECTIVE/QUALIFIED MATCHING CONTRIBUTIONS (Continued)

(f)

[X]

The amount of Qualified Non-elective Contributions in Section 10(e)(1) taken into account for the ADP Test will be (select one):

(1)

[  ]

All such Qualified Non-elective Contributions.

(2)

[X]

Only the amount needed to pass the ADP Test. THIS OPTION MAY ONLY BE ELECTED IF THE EMPLOYER HAS ELECTED THE CURRENT PLAN YEAR TESTING METHOD IN SECTION 10(c).

(g)

[X]

The amount of Qualified Matching Contributions in Section l0(e)(2) taken into account for the ADP Test will be (select one):

(1)

[  ]

All such Qualified Matching Contributions

(2)

[X]

Only the amount needed to pass the ADP Test. THIS OPTION MAY ONLY BE ELECTED IF THE EMPLOYER HAS ELECTED THE CURRENT PLAN YEAR TESTING METHOD IN SECTION 10(c).

(h)

[  ]

For purposes of the ADP Test, instead of allocating Qualified Non-Elective Contributions and/or Qualified Matching Contributions to the group of lowest paid Non-Highly Compensated Employees described in Section 5.1 of the Plan, the Employer elects to allocate such contributions to [specify category ("category" may consist of one Employee)] Non-Highly Compensated Employees:

(1)

[  ]

who are employed on the last day of the Plan Year.

(2)

[  ]

who terminated employment with the Employer during the Plan Year.

(3)

[  ]

who terminated employment after completing more than 500 Hours of Service during the Plan Year.

(4)

[  ]

who terminated employment after completing at least 1,000 Hours of Service during the Plan Year.

(5)

[  ]

Other (specify category): _______________________________

____________________________________________________

____________________________________________________

(i)

[  ]

Automatic Enrollment

(1)

[  ]

Instead of the 3% Elective Contribution specified in Section 3.1 of the Plan, the Employer will reduce each Participant's Compensation by an amount equal to the percentage elected below and contribute such amount to the Plan on the Participant's behalf as an Elective Contribution, unless the Participant makes an affirmative election not to have his Compensation so reduced, or reduced by lesser or greater amounts (select one):

(Approved 04/17/02; Revised 06/05/02)

10.

ELECTIVE/QUALIFIED NON-ELECTIVE/QUALIFED MATCHING CONTRIBUTIONS (Continued)

(i)

[  ]

6%

(ii)

[  ]

____%

(iii)

[  ]

The percentage declared for the Plan Year by the Employer by an instrument in writing or by resolution of its board of directors, where applicable, and communicated to such Participants on or before the first day of the Plan Year.

(2)

[  ]

Instead of the group of Employees described at the end of the second paragraph of Section 3.1 of the Plan, the Employer elects to apply automatic enrollment to (select one):

(i)

[  ]

Employees who are not yet eligible on the date this Section 10(i) is first effective for the Plan.

(ii)

[  ]

Employees described in (2)(i) above and Eligible Employees who previously failed to make an affirmative election for the Plan.

(3)

[  ]

The Employer elects the following default account for automatic enrollment (specify name of default fund):

____________________________________________________

____________________________________________________

(j)

[  ]

The Employer elects to take into account elective contributions that are provided by a leasing organization on behalf of leased employees defined in Section 1.13 of the Plan ("offset elective contributions") for purposes of the Plan's ADP Test.

11.

MATCHING/QUALIFIED MATCHING CONTRIBUTIONS

(a)

In accordance with Section 4.1 of the Plan, the Employer may make contributions to the Plan, with respect to each Taxable Year during which the Plan is effective, as follows:

(1)

[  ]

Percentage Match. An amount equal to _____% (MUST be in multiples of 5%) of each Participant's Elective Contribution. There will be no Matching Contribution in excess of  % of Compensation, as described in Section 9, or $___, whichever is less. This Matching Contribution is not discretionary and will be made to the Plan at any time during the Plan Year unless elected below:

(i)

[  ]

The Employer elects to make this Matching Contribution on a discretionary basis at the end of the Plan Year and the amount may be changed in accordance with Section 11(a)(2).

(2)

[X]

Elective/Elective Match. Matching Contributions up to 6% of Compensation, as described in Section 9, or $___, whichever is less, may be made on behalf of Participants for whom Elective Contributions were made for the Plan Year and allocated in accordance with Section 4.2 of the Plan. This contribution is discretionary and the amount may be changed annually by the Employer by an instrument in writing or by resolution of its board of directors, where applicable, and communicated to such Participants before the Employer's tax filing deadline (including extensions, where applicable).

11.

MATCHING/QUALIFIED MATCHING CONTRIBUTIONS (Continued)

(3)

[  ]

Tiered Match (see NOTE below). __________% for the first __________% of Elective contributions plus __________% for the next _________% plus __________% of the next __________%. There will be no Matching Contributions in excess of __________% of Compensation, as described in Section 9, or $___________.

NOTE:

Complete the blanks in Section 11(a)(3) above in descending order, starting with the highest match first.

(i)

[  ]

The Employer elects to make this Matching Contribution on a discretionary basis at the end of the Plan Year and the amount may be changed in accordance with Section 1l(a)(2).

(4)

[  ]

Additional Match. In addition to the Matching Contributions provided for under Section 11(a)(1) except Section 1l(a)(1)(i) or 11(a)(3), except 11(a)(3)(i), the Employer elects the option to make additional Matching Contributions on a discretionary basis at the end of the Plan Year. Matching Contributions under this Section 11(a)(4) shall be allocated in accordance with Section 11(a)(l) or 11(a)(3), as applicable.

NOTE:

The amount of the contribution under Section 11(a)(1) except 1l(a)(l)(i), or Section 11(a)(3) except 1l(a)(3)(i), may be changed by the Employer at any time by an instrument in writing or by resolution of its board of directors, where applicable, provided the change is adopted on or before the effective date of the change.

(5)

[  ]

Matching Contributions will not be provided.

(b)

[X]

Hardship withdrawal of Matching Contributions (other than Qualified Matching and Qualified Non-Elective Contributions described in Section 5.1 of the Plan, or safe harbor contributions under Section 11(i)) will be permitted, subject to Sections 3.5 and 4.3 of the Plan.

(c)

[X]

The Employer elects, for the ACP Test:

(1)

[X]

The Current Plan Year Testing Method described in Section 4.4(d) of the Plan.

(2)

[  ]

The Early Participation Rule described in Section 3.6(f) of the Plan. THIS OPTION MUST ALSO BE ELECTED IF SECTION 10(c)(2) IS ELECTED AND THE EMPLOYER PROVIDES MATCHING CONTRIBUTIONS UNDER SECTION 11(a).

(d)

[  ]

This Plan is not a successor plan and the Employer elects to use the 3% first Plan Year rule for the ACP Test. THIS OPTION MAY NOT BE ELECTED IF SECTION 11(c)(1) IS ALSO ELECTED.

11.

MATCHING/QUALIFIED MATCHING CONTRIBUTIONS (Continued)

(e)

[X]

Subject to Section 5.2 of the Plan, the Employer elects to take into account for computing the average actual contribution percentage (select, as appropriate):

(1)

[X]

Elective Contributions.

(2)

[X]

Qualified Non-elective Contributions.

(f)

[X]

The amount of Elective Contributions taken into account under Section 11(e)(1), above, for purposes of the ACP Test will be (select one):

(1)

[  ]

All such Elective Contributions.

(2)

[X]

Only the amount needed to pass the ACP Test. THIS OPTION MAY ONLY BE ELECTED IF THE EMPLOYER HAS ELECTED THE CURRENT PLAN YEAR TESTING METHOD IN SECTION 1l(c)(l).

(g)

[X]

The amount of Qualified Non-Elective Contributions taken into account under Section 11(e)(2), above, for purposes of the ACP Test will be (select one):

(1)

[  ]

All such Qualified Non-elective Contributions.

(2)

[X]

Only the amount needed to pass the ACP Test. THIS OPTION MAY ONLY BE ELECTED IF THE EMPLOYER HAS ELECTED THE CURRENT PLAN YEAR TESTING METHOD IN SECTION 11(c)(l).

(h)

[  ]

For purposes of the ACP Test, instead of allocating Qualified Non-Elective Contributions to the group of lowest paid Non-Highly Compensated Employees described in Section 5.1 of the Plan, the Employer elects to allocate such contributions to [specify category ("category" may consist of a single Employee)] Non-Highly Compensated Employees:

(1)

[  ]

Who are employed on the last day of the Plan Year.

(2)

[  ]

Who terminated employment with the Employer during the Plan Year.

(3)

[  ]

who terminated employment after completing more than 500 Hours of Service during the Plan Year.

(4)

[  ]

who terminated employment after completing at least 1,000 Hours of Service during the Plan Year.

(5)

[  ]

Other (specify category): _______________________________

____________________________________________________

____________________________________________________

11.

MATCHING/QUALIFIED MATCHING CONTRIBUTIONS (Continued)

(i)

In lieu of Basic Matching Contributions described in Section 3.7(b) of the Plan, the Employer will make the following contributions to the Plan (Select either (1) or (2), or both):

(1)

[  ]

The Employer will make Safe Harbor Non-elective Contributions on behalf of each Eligible Non-Highly Compensated Employee in an amount equal to 3% of the Employee's Compensation, as defined in Section 3.7(a)(3) of the Plan, subject to the Employer's election of Section 1l(i)(5), unless the Employer elects a higher percentage here ______%.

(2)

[  ]

The Employer will make Enhanced Matching Contributions on behalf of each Eligible Non-Highly Compensated Employee (subject to the Employer's election of Section 1l(i)(5))in an amount equal to the sum of:

(i)

[  ]

The Eligible Employee's Elective Contributions that do not exceed _____% (from 3% to 6%) of the Eligible Employee's Compensation for the Plan Year plus

(ii)

[  ]

______% of the Eligible Employee's Elective Contributions that exceed ______% (from 3% to 6%) of the Eligible Employee's Compensation for the Plan Year and that do not exceed ______% (from 3% to 6%) of the Eligible Employee's Compensation for the Plan Year.

NOTE:

THE FIRST AND LAST BLANKS IN (ii) MUST BE COMPLETED SO THAT AT ANY RATE OF ELECTIVE CONTRIBUTIONS, THE ENHANCED MATCHING CONTRIBUTION IS AT LEAST EQUAL TO THE MATCHING CONTRIBUTION RECEIVABLE IF THE EMPLOYER WERE MAKING BASIC MATCHING CONTRIBUTIONS, BUT THE RATE OF MATCH CANNOT INCREASE AS DEFERRALS INCREASE. FOR EXAMPLE, IF "4" IS INSERTED IN THE BLANK [IN (i), (ii) NEED NOT BE COMPLETED.

(3)

[  ]

For the Plan Year, the Employer will make ACP Test Safe Harbor Matching Contributions on behalf of each Eligible Non-Highly Compensated Employee, subject to the Employer's election of Section 1l(i)(5), in the amount of (Select one):

(i)

[  ]

_____% of the Eligible Employee's Elective Contributions that do not exceed 6 percent of the Eligible Employee's Compensation for the Plan Year.

11.

MATCHING/QUALIFIED MATCHING CONTRIBUTIONS (Continued)

(ii)

[  ]

_____% of the Eligible Employee's Elective Contributions that do not exceed _____% of the Eligible Employee's Compensation for the Plan Year plus _____% of the Employee's Elective Contributions thereafter, but no Matching Contributions will be made on Elective Contributions that exceed 6% of Compensation. [THE NUMBER INSERTED IN THE THIRD BLANK CANNOT EXCEED THE NUMBER INSERTED IN THE FIRST BLANK.]

(iii)

[  ]

The Eligible Employee's Elective Contributions that do not exceed a percentage of the Eligible Employee's Compensation for the Plan Year. Such percentage is determined by the Employer for the year but in no event can exceed 4% of the Eligible Employee's Compensation.

(4)

[  ]

Vesting on ACP Test Safe Harbor Matching Contributions and Employer Non-Matching Contributions other than Safe Harbor Non-elective Contributions shall be 100% immediate, unless the Employer selects (complete if applicable):

(i)

[  ]

The same vesting schedule selected in Section 16 for Employer contributions other than Safe Harbor contributions.

The following option 11(i)(5) may be selected with 11(i), (1), 11(i)(2) or 11(i)(3) above:

(5)

[  ]

The Employer elects to apply the Safe Harbor Provisions to Eligible Highly Compensated Employees.

(6)

[  ]

The Employer elects to (MUST select (a) or (b), below):

(a)

[  ]

Make a "true-up" Matching Contribution at the end of the Plan Year, if necessary. For this purpose, a "true-up" Matching Contribution is an additional Matching Contribution, made at or after the close of the Plan Year, which when added to other Matching Contributions made during the Plan Year would produce an amount sufficient to satisfy the contribution requirements of Section 3.7(b) of the Plan.

(b)

[  ]

Make Matching Contributions on a payroll-by-payroll basis.

(j)

[  ]

The Employer elects to take into account matching contributions that are provided by a leasing organization on behalf of leased employees defined in Section 1.13 of the Plan ("offset matching contributions") for purposes of the Plan's ACP TEST.

(k)

[  ]

The Employer elects to provide the Safe Harbor Contributions described in Section 11(i) under the following plan of the Employer
_______________________________________________________
                         (specify name of other plan)

_______________________________________________________

11.

MATCHING/QUALIFIED MATCHING CONTRIBUTIONS (Continued)

NOTE:

Notwithstanding the foregoing provisions of Section 11(k), such contributions shall be made to this Plan unless each Eligible Employee under this Plan is also eligible under the other plan and the other plan has the same Plan Year as this Plan.

12.

NON-MATCHING CONTRIBUTIONS

(a)

If the Employer makes an election in this Section 12(a) of this Adoption Agreement to provide a Non-Matching Contribution, such contribution will be a discretionary amount established annually by the Employer by an instrument in writing or by resolution of its board of directors, where applicable, and communicated to Eligible Employees, as defined in Section 1.11 of the Plan, before the Employer's tax filing deadline (including any extensions thereof, where applicable). Non-Matching Contributions will be allocated in accordance with Section 6.2 of the Plan and the Employer's selection under this Section 12(a).

(1)

[  ]

Non-Integrated Non-Matching Contribution. Non-Integrated Non-Matching Contributions will be allocated to each Eligible Employee's Non-Matching Contribution Account in accordance with Section 6.2(a) of the Plan.

(2)

[X]

Integrated Non-Matching Contribution. Integrated Non-Matching Contributions will be determined and allocated in accordance with (A) or (B) below, whichever applies:

(A)

[  ]

(1) __________% of the Eligible Employee's Compensation, PLUS(2) ___________% of such Compensation in excess of the Social Security Taxable Wage Base, as defined below, in effect at the beginning of the Plan Year.

(B)

[X]

(1) 2% of the Eligible Employee's Compensation, PLUS(2) 2% of such Compensation which is in excess of 80% of the Taxable Wage Base (not to exceed the Social Security Taxable Wage Base, as defined below, which is in effect at the beginning of the Plan Year).

The excess percentage selected in (A)(2) above may not be greater than the percentage selected in (A)(1) and such excess percentage may not exceed the greater of 5.7% or the Employer's federal tax rate applicable to the old age insurance portion of the Old Age, Survivors and Disability Insurance (OASDI) which is in effect under Section 3111(a) of the Code at the beginning of the applicable Plan Year.

The excess percentage selected in (B)(2) above may not be greater than the percentage selected in (B)(l) and such excess percentage may not exceed the applicable percentage shown in the following table:

12.

NON-MATCHING CONTRIBUTIONS (Continued)

If the dollar amount selected in (B) above is:

more than

but not
more than

the maximum
excess per-
centage is

0

20% of the TaxableWage Base*

57%**

20% of the TaxableWage Base*

80% of the Taxable Wage Base*

4.3%***

80% of the Taxable Wage Base*

100%of the Taxable Wage Base*

5.4%***

*This amount may not be less than the greater of $10,000 or 20% of the Taxable Wage Base.

**This percentage is subject to change in accordance with section 401(1) of the Code.

***This excess percentage will be adjusted in proportion to any changes in the Employee's federal tax rate from 5.7% to the tax rate applicable to the old age insurance portion of the Old Age, Survivors and Disability Insurance (OASDI) which is in effect under Section 3111(a) of the Code at the beginning of the applicable Plan Year.

NOTE:

The Social Security Taxable Wage Base (TWB) means, with respect to any year, the maximum amount of earnings which may be considered taxable wages for such year under section 3121 (a)(1) of the Code.

(3)

[  ]

Points Allocation Non-Matching Contributions. Points allocation Non- Matching Contributions will be allocated to each Eligible Employee's Non-Matching Contribution Account in accordance with Section 6.2(c) of the Plan.

If the Employer has selected this Section 12(a)(3), Sections 12(a)(3)(A) and/or 12(a)(3)(B) must also be completed.

(A)

Units of Compensation. A Participant will be credited with 1 point for each (select one):

(1)

[  ]

$50

(2)

[  ]

$100

12.

NON-MATCHING CONTRIBUTIONS (Continued)

(3)

[  ]

$150

(4)

[  ]

$200

of Compensation, as defined in Section 9.

(B)

Points for Credited Service, as defined in Section 1.7 of the Plan. A Participant will be credited with _________ (not more than 10) points for each full year of Credited Service earned as of the last day of the Plan Year.

(4)

[  ]

Age Weighted Non-Matching Contributions. Age weighted Non-Matching Contributions will be allocated to each Eligible Employee's Non-Matching Contribution Account in accordance with Section 6.2(d) of the Plan.

One of the following interest rates must be selected for use in determining Participants' Adjusted Compensation, as defined in Section 6.2(d) of the Plan.

(a)

[  ]

7.5%

(b)

[  ]

8.0%

(c)

[  ]

8.5%

(5)

[  ]

Job Classification Non-Matching Contributions. Job classification Non- Matching Contributions if any, will be allocated on behalf of Eligible Employees of the Employer in each of the following job classifications in an amount, as shown below, but not less than the minimum selected by the Employer in Section 5(a) or (b) below, and allocated among the Eligible Employees of the Employer as provided for in Section 6.2(e) of the Plan. Describe each job classification below:

1.

_______________________________________________

2.

_______________________________________________

3.

_______________________________________________

4.

_______________________________________________

5.

_______________________________________________

NOTE:

Additional job classifications may be added by attaching a list showing the additional classifications and corresponding percentages (and minimum dollar amounts, if applicable) to the back of this Adoption Agreement (Exhibit A).

12.

NON-MATCHING CONTRIBUTIONS (Continued)

The Non-Matching Contribution made by the Employer for the first Plan Year will be equal to the percentage shown below, of the Compensation, as selected in Section 9 for each such Eligible Employee in such job classification. For subsequent Plan Years, the Employer will notify the Trustee in writing as to the amount of contributions to be allocated under each job classification at the same time and in the same manner as provided in the first paragraph of Section 12(a).

PERCENTAGE

MINIMUM

A.

___% for the job classification 1.

$ _______________

B.

___% for the job classification 2.

$ _______________

C.

___% for the job classification 3.

$ _______________

D.

___% for the job classification 4.

$ _______________

E.

___% for the job classification 5.

$ _______________

The percentages indicated above include any Safe Harbor Non-elective Contributions made by the Employer as specified in Section 3.7 of the Plan and Section 11(i) of the Adoption Agreement.

(a)

[  ]

5% Minimum Gateway. The Non-Matching Contribution percentages shown above will not be less than 5% of Compensation, within the meaning of Code section 415(c)(3), for any Eligible Employee who is a Non-Highly Compensated Employee.

(b)

[  ]

3:1 Ratio Minimum Gateway. The lowest percentage Non-Matching Contribution, as shown above, made by the Employer for any Eligible Employee who is a Non-Highly Compensated Employee will not be less than one-third (1/3) of the highest percentage Non-Matching Contribution made for any Eligible Employee who is a Highly Compensated Employee.

In calculating the minimum gateway under this Section 12(a), the Plan shall not take into account Elective Contributions or Matching Contributions or the imputation of permitted disparity under section 1.40l(a)(4)-7 of the regulations.

Job classification shall be determined based on the Eligible Employee's status as of the last day of the Plan Year.

12.

NON-MATCHING CONTRIBUTIONS (Continued)

(6)

[  ]

Gradual Service Schedule. The Employer Non-Matching Contributions will be allocated to each Eligible Employee in each Band in accordance with Section 6.2(e) of the Plan:

Years of Credited Service*:

Percentage**:

Band 1:    l or less

____%

Band 2:  ___ to ___

____%

Band 3:  ___ to ___

____%

Band 4:  ___ to ___

____%

Band 5:  ___ to ___

____%

Band 6:  ___ to ___

____%

Band 7:  ___ to ___

____%

Band 8:  ___ to ___

____%

Band 9:  ___ to ___

____%

Band 10: ___ to___

____%

*Years of Credited Service is as defined in Section 1.7 of the Plan. In specifying the number of years of Credited Service to be used in each Band, Bands must have a steady, gradual and uniform rate of progression (e.g. 2 to 6, 7 to 11, 12 to 16).

**The allocation rates for any Band cannot be more than 5 percentage points greater than the immediately preceding Band and cannot be more than 2 times that allocation rate. Also, the ratio of the allocation rate for any Band to the allocation rate for the immediately preceding Band cannot be more than the ratio of the allocation rates between the 2 immediately preceding Bands (e.g. if the ratio between Bands 6 and 5 is 1.5:1, then the ratio between Bands 7 and 6 cannot be greater than 1.5:1).

7.

[  ]

Gradual Age Schedule. The Employer Non-Matching Contributions will be allocated to each Eligible Employee in each Band in accordance with Section 6.2(e) of the Plan:

Age*: