OPTION 1: [ ] This is the initial adoption of a profit sharing plan by the Employer. The Effective Date of this Plan is , 19 . NOTE: The effective date is usually the first day of the Plan Year in which this Adoption Agreement is signed. OPTION 2: [X]...

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EXHIBIT 4.2

COMPREHENSIVE STANDARDIZED 401(K) PROFIT SHARING PLAN

ADOPTION AGREEMENT
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SECTION 1. EMPLOYER INFORMATION

Name of Employer American Intercontinental University
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Address 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx Xxxxx, Xxxxx 0000
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City Atlanta State Georgia Zip 30326
---------------------- -------------- ----------
Telephone (000) 000-0000 Employer's Federal Tax Identification
Number 00-0000000
Type of Business (Check only one) [ ] Sole Proprietorship
[ ] Partnership [X] C Corporation
[ ] S Corporation [ ] Other (Specify)

[ ] Check here if Related Employers may participate in this
Plan and attach a Related Employer Participation Agreement
for each Related Employer who will participate in this Plan.

Business Code 8200
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Name of Plan American Intercontinental University 401(k)
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Retirement Savings Plan
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Name of Trust (if different from Plan name)
------------------

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Plan Sequence Number 001 (Enter 001 if this is the first
qualified plan the Employer has ever maintained, enter 002 if
it is the second, etc.)

Trust Identification Number (if applicable)
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Account Number (Optional) 777070
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SECTION 2. EFFECTIVE DATES Complete Parts A and B
PART A. General Effective Dates (Check and Complete Option 1 or 2):

OPTION 1: [ ] This is the initial adoption of a profit
sharing plan by the Employer. The Effective
Date of this Plan is , 19 .
NOTE: The effective date is usually the first
day of the Plan Year in which this Adoption
Agreement is signed.

OPTION 2: [X] This is an amendment and restatement of an
existing profit sharing plan (a Prior Plan).
The Prior Plan was initially effective on
10-01, 1991.
The Effective Date of this amendment and
restatement is 01-01, 1998.
NOTE: The effective date is usually the first
day of the Plan Year in which this Adoption
Agreement is signed.

PART B. Specific Effective Dates:
The provisions of the Plan will generally be effective as of
the Effective Date specified in Section 2, Part A. However,
the following provisions will be effective on the dates
indicated below (Specify effective date only if later than the
general Effective Date described in Section 2, Part A):

Provision Effective Date
1. Commencement of Elective Deferrals* ________________
2. Matching Contributions (Section 7) ________________

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3. Qualified Nonelective Contributions (Section 8) __________________________
4. Qualified Matching Contributions (Section 9) __________________________
5. In-Service Withdrawals (Section 15, Part A, Item 6) __________________________
6. Hardship Withdrawals of Elective Deferrals (Section 15,
Part A, Item 5) __________________________
7. Hardship Withdrawals (Section 15, Part A, Item 8) __________________________
8. Loans (Section 17, Item A) __________________________
9. Participant Direction of Investments (Section 18) __________________________
*NOTE: Elective Deferrals may commence no earlier than the
date this Adoption Agreement is signed because Elective Deferrals cannot be made retroactively.

SECTION 3. RELEVANT TIME PERIODS Complete Parts A through D
PART A. Employer's Fiscal Year:
The Employer's fiscal year ends (Specify month and date) 05-31

PART B. Plan Year Means:
OPTION 1: [ ] The 12-consecutive month period which coincides
with the Employer's fiscal year.
OPTION 2: [X] The calendar year.
OPTION 3: [ ] Other (Specify)___________________________________
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

If the initial Plan Year is less than 12 months (a short Plan
Year) specify such Plan Year's beginning and ending
dates__________________________________________________________

PART C. Limitation Year Means:
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The calendar year.
OPTION 3: [ ] Other (Specify)___________________________________
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART D. Measuring Period For Vesting:
Years of Vesting Service shall be measured over the following
12-consecutive month period:
OPTION 1: [ ] The Plan Year.
OPTION 2: [X] The 12-consecutive month period commencing with
the Employee's Employment Commencement Date and
each successive 12-month period commencing on the
anniversaries of the Employee's Employment
Commencement Date.
OPTION 3: [ ] Other (Specify)___________________________________
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

SECTION 4. ELIGIBILITY REQUIREMENTS Complete Parts A through F
PART A. Years of Eligibility Service Requirement:
1. Elective Deferrals.
An Employee will be eligible to become a Contributing
Participant in the Plan (and thus be eligible to make
Elective Deferrals) after completing 0 (enter 0, 1 or
any fraction less than 1) Years of Eligibility Service.

2. Matching Contributions.
If Matching Contributions (or Qualified Matching
Contributions, if applicable) will be made to the Plan,
a Contributing Participant will be eligible to receive
Matching Contributions (or Qualified Matching
Contributions, if applicable) after completing 1 (enter
0, 1, 2 or any fraction less than 2) Years of
Eligibility Service.

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NOTE: If more than 1 year is selected for Item 2 or Item 3,
the immediate 100% vesting schedule of Section 13 will
automatically apply for contributions described in such item.
If any item is left blank, the Years of Eligibility Service
required for such item will be deemed to be 0. If a fraction
is selected, an Employee will not be required to complete any
specified number of Hours of Service to receive credit for a
fractional year. If a single Entry Date is selected in Section
4, Part F for an item, the Years of Eligibility Service
required for such item cannot exceed 1 1/2 (1/2 for
Elective Deferrals).

PART B. Age Requirement:
1. Elective Deferrals.
An Employee will be eligible to become a Contributing
Participant (and thus be eligible to make Elective
Deferrals) after attaining age 21 (no more than 21).

3. Employer Profit Sharing Contributions.
An Employee will be eligible to become a Participant in
the Plan for purposes of receiving an allocation of any
Employer Profit Sharing Contribution made pursuant to
Section 11 of the Adoption Agreement after attaining age
21 (no more than 21).
NOTE: If any of the above items in this Section 4, Part B is
left blank, it will be deemed there is no age requirement for
such item. If a single Entry Date is selected in Section 4,
Part F for an item, no age requirement can exceed 20 1/2 for
such item.

PART C. Employees Employed As of Effective Date:
1. Elective Deferrals.
Will all Employees employed as of the date that Elective
Deferrals may commence as specified in Section 2, Part B
who have not otherwise met the Years of Eligibility
Service and age requirements specified above for
Elective Deferrals be considered to have met those
requirements as of the Elective Deferral commencement
date? [ ] Yes [X] No

2. Matching Contributions.
If Matching Contributions (or Qualified Matching
Contributions, if applicable) will be made to the Plan,
will all Employees employed as of the date that Elective
Deferrals may commence as specified in Section 2, Part B
who have not otherwise met the Years of Eligibility
Service and age requirements specified above for
Matching Contributions be considered to have met those
requirements as of the Elective Deferral commencement
date? [ ] Yes [X] No

3. Employer Profit Sharing Contributions.
Will all Employees employed as of the Effective Date of
this Plan who have not otherwise met the Years of
Eligibility Service and age requirements specified above
for Employer Profit Sharing Contributions be considered
to have met those requirements as of the Effective Date?
[ ] Yes [X] No
NOTE: If a box is not checked for any item in this Section 4,
Part C, "No" will be deemed to be selected for that item.

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PART D. Exclusion of Certain Classes of Employees:
1. Elective Deferrals.
All Employees will be eligible to become Contributing
Participants (and thus eligible to make Elective
Deferrals) except:

a. [ ] Those Employees included in a unit of
Employees covered by a collective bargaining
agreement between the Employer and Employee
representatives, if retirement benefits were
the subject of good faith bargaining and if
two percent or less of the Employees who are
covered pursuant to that agreement are
professionals as defined in Section
1.410(b)-9 of the regulations. For this
purpose, the term "employee representatives"
does not include any organization more than
half of whose members are Employees who are
owners, officers, or executives of the
Employer.

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

2. Matching Contributions.
All Contributing Participants will be eligible to
receive Matching Contributions (or Qualified Matching
Contributions) if applicable, except:

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

3. Employer Profit Sharing Contributions.
All Employees will be eligible to become a Participant
in the Plan for purposes of receiving an allocation of
any Employer Profit Sharing Contribution made pursuant
to Section 11 of the Adoption Agreement except:

PART E. Hours Required For Eligibility Purposes:
1. 1,000 Hours of Service (no more than 1,000) shall be
required to constitute a Year of Eligibility Service.

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2. 500 Hours of Service (no more than 500 but less than
the number specified in Section 4, Part E, Item 1,
above) must be exceeded to avoid a Break in
Eligibility Service.

3. For purposes of determining Years of Eligibility
Service, Employees shall be given credit for Hours of
Service with the following predecessor employer(s)
(Complete if applicable)_____________________________
_____________________________________________________

PART F. Entry Dates:
1. Elective Deferrals.
The Entry Dates for purposes of making Elective
Deferrals shall be (Choose one):
OPTION 1: [ ] The first day of the Plan Year and
the first day of the seventh month of
the Plan Year.
OPTION 2: [ ] The first day of the Plan Year and
the first day of the fourth, seventh
and tenth months of the Plan Year.
OPTION 3: [ ] The first day of the Plan Year.
OPTION 4: [X] Other (Specify) First of month
coinciding/following date of
employment. If new EE chooses not to
enter then, first of quarter 1/1,
4/1, 7/1, 10/1.

2. Matching Contributions.
If Matching Contributions (or Qualified Matching
Contributions) will be made to the Plan, the Entry
Dates for purposes of Matching Contributions (or
Qualified Matching Contributions, if applicable)
shall be (Choose one):
OPTION 1: [ ] The first day of the Plan Year and
the first day of the seventh month
of the Plan Year.
OPTION 2: [ ] The first day of the Plan Year and
the first day of the fourth, seventh
and tenth months of the Plan Year.
OPTION 3: [ ] The first day of the Plan Year.
OPTION 4: [X] Other
(Specify) First of month coinciding/following date of
employment. If new EE chooses not to enter then,
first of quarter 1/1, 4/1, 7/1, 10/1.

3. Employer Profit Sharing Contributions.
The Entry Dates for purposes of Employer Profit
Sharing Contributions shall be (Choose one):
OPTION 1: [ ] The first day of the Plan Year and
the first day of the seventh month
of the Plan Year.
OPTION 2: [ ] The first day of the Plan Year and
the first day of the fourth, seventh
and tenth months of the Plan Year.
OPTION 3: [ ] The first day of the Plan Year.
OPTION 4: [X] Other (Specify) First of month
coinciding/following date of
employment. If new EE chooses not to
enter then, first of quarter 1/1,
4/1, 7/1, 10/1.

NOTE: If no option is selected for an item, Option 1 will be
deemed to be selected for that item. Option 3 or Option 4 can
be selected for an item only if the eligibility requirements
and Entry Dates are coordinated such that each Employee will
become a Participant in the Plan no later than the earlier of:
(1) the first day of the Plan Year beginning after the date
the Employee satisfies the age and service requirements of
Section 410(a) of the Code; or (2) 6 months after the date the
Employee satisfies such requirements.

SECTION 5. METHOD OF DETERMINING SERVICE Complete Part A or B
PART A. Hours of Service Equivalencies:
Service 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 the Plan.
(Choose one):
OPTION 1. [X] On the basis of actual hours for which an
Employee is paid or entitled to payment.
OPTION 2. [ ] On the basis of days worked. An Employee will
be credited with 10 Hours of Service if under
Section 1.24 of the Plan such Employee would be
credited with at least 1 Hour of Service
during the day.
6

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OPTION 3. [ ] On the basis of weeks worked. An Employee
will be credited with 45 Hours of Service if
under Section 1.24 of the Plan such Employee
would be credited with at least 1 Hour of
Service during the week.

OPTION 4. [ ] On the basis of months worked. An Employee
will be credited with 190 Hours of Service
if under Section 1.24 of the Plan such
Employee would be credited with at least 1
Hour of Service during the month.
NOTE: If no option is selected, Option 1 will be deemed to be
selected. This Section 5, Part A will not apply if the Elapsed
Time Method of Section 5, Part B is selected.

PART B. Elapsed Time Method:
In lieu of tracking Hours of Service of Employees, will the
elapsed time method described in Section 2.07 of the Plan be
used? (Choose one)
OPTION 1: [ ] No.
OPTION 2: [ ] Yes.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

SECTION 6. ELECTIVE DEFERRALS
PART A. Authorization of Elective Deferrals:
Will Elective Deferrals be permitted under this Plan
(Choose one)?
OPTION 1. [X] Yes.
OPTION 2. [ ] No.
NOTE: If no option is selected, Option 1 will be deemed to be
selected. Complete the remainder of Section 6 only if Option 1
is selected.

PART B. Limits on Elective Deferrals:
If Elective Deferrals are permitted under the Plan, a
Contributing Participant may elect under a salary reduction
agreement to have his or her Compensation reduced by an amount
as described below (Choose one):
OPTION 1. [X] An amount equal to a percentage of the
Contributing Participant's Compensation from
1% to 15% in increments of 1%.
OPTION 2. [ ] An amount of the Contributing Participant's
Compensation not less than $________ and not
more than $________.

The amount of such reduction shall be contributed to the Plan
by the Employer on behalf of the Contributing Participant. For
any taxable year, a Contributing Participant's Elective
Deferrals shall not exceed the limit contained in Section
402(g) of the Code in effect at the beginning of such taxable
year.

PART C. Elective Deferrals Based on Bonuses:
Instead of or in addition to making Elective Deferrals through
payroll deduction, may a Contributing Participant elect to
contribute to the Plan, as an Elective Deferral, part or all
of a bonus rather than receive such bonus in cash (Choose
one)?
OPTION 1: [X] Yes.
OPTION 2: [ ] No.
NOTE: If no option is selected, Option 2 will be deemed to
be selected.

PART D. Ceasing Elective Deferrals:
A Contributing Participant may prospectively revoke a salary
reduction agreement to cease Elective Deferrals (Choose one):
OPTION 1: [ ] As of the first day of any payroll period.
OPTION 2: [X] As of the first day of any month.
OPTION 3: [ ] As of the first day of any quarter.
OPTION 4: [ ] As of any Entry Date.
OPTION 5: [ ] As of such times established by the Plan
Administrator in a uniform and nondiscriminatory
manner.

Page 7

OPTION 6: [ ] Other (Specify. Must be at least once per
year)___________________________________
NOTE: If no option is selected, Option 3 will be deemed to be
selected.

PART E. Return As A Contributing Participant After Ceasing Elective
Deferrals:
A Participant who ceases Elective Deferrals by revoking a
salary reduction agreement may return as a Contributing
Participant (Choose one):
OPTION 1: [ ] No sooner than as of the first day of the next
Plan Year.
OPTION 2: [X] As of any subsequent Entry Date.
OPTION 3: [ ] As of the first day of any subsequent quarter.
OPTION 4: [ ] As of such times established by the Plan
Administrator in a uniform and nondiscriminatory
manner.
OPTION 5: [ ] Other (Specify. Must be at least once per
year)___________________________________
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART F. Changing Elective Deferral Amounts:
A Contributing Participant may modify a salary reduction
agreement to prospectively increase or decrease the amount of
his or her Elective Deferrals (Choose one):
OPTION 1: [ ] As of the first day of any payroll period.
OPTION 2: [ ] As of the first day of any month.
OPTION 3: [X] As of the first day of any quarter.
OPTION 4: [ ] As of any Entry Date.
OPTION 5: [ ] As of such times established by the Plan
Administrator in a uniform and nondiscriminatory
manner.
OPTION 6: [ ] Other (Specify)________________________________
NOTE: If no option is selected, Option 3 will be deemed to be
selected.

PART G. Claiming Excess Elective Deferrals:
Participants who claim Excess Elective Deferrals for the
preceding calendar year must submit their claims in writing to
the Plan Administrator by (Choose one):
OPTION 1: [X] March 1.
OPTION 2: [ ] Other (Specify a date not later than April
15)_____________________________________
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART H. One-Time Irrevocable Elections:
May an Employee make a one-time irrevocable election, as
described in Section 11.205 of the Plan, upon first becoming
eligible to participate in the Plan to have the Employer make
contributions to the Plan on such Employee's behalf (Choose
one):
OPTION 1: [ ] Yes.
OPTION 2: [X] No.
NOTE: If no option is selected, Option 2 will be deemed to be
selected.

SECTION 7. MATCHING CONTRIBUTIONS
PART A. Authorization of Matching Contributions:
Will the Employer make Matching Contributions to the Plan on
behalf of Qualifying Contributing Participants (Choose one)?
OPTION 1: [X] Yes, but only with respect to a Contributing
Participant's Elective Deferrals.
OPTION 2: [ ] Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.
OPTION 3: [ ] Yes, with respect to both Elective Deferrals
and Nondeductible Employee Contributions.
OPTION 4: [ ] No.
NOTE: If no option is selected, Option 4 will be deemed to be
selected. Complete the remainder of Section 7 only if Option
1, 2 or 3 is selected.

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PART B. Matching Contribution Formula:
If the Employer will make Matching Contributions, then the
amount of such Matching Contributions made on behalf of a
Qualifying Contributing Participant each Plan Year shall be
(Choose one):

OPTION 1: [X] An amount equal to 35% of such Contributing
Participant's Elective Deferral (and/or
Nondeductible Employee Contribution, if
applicable).

OPTION 2: [ ] An amount equal to the sum of ____% of the
portion of such Contributing Participant's
Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which
does not exceed ____% of the Contributing
Participant's Compensation plus ____% of the
portion of such Contributing Participant's
Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which
exceeds ____% of the Contributing
Participant's Compensation.

OPTION 3: [ ] Such amount, if any, equal
to that percentage of each Contributing
Participant's Elective Deferral (and/or
Nondeductible Employee Contribution, if
applicable) which the Employer, in its
sole discretion, determines from year to year.

OPTION 4: [ ] Other Formula. (Specify)_______________________

NOTE: If Option 4 is selected, the formula specified can only
allow Matching Contributions to be made with respect to a
Contributing Participant's Elective Deferrals (and/or
Nondeductible Employee Contribution, if applicable).

PART C. Limit on Matching Contributions:
Notwithstanding the Matching Contribution formula specified
above, no Matching Contribution will be made with respect to a
Contributing Participant's Elective Deferrals (and/or
Nondeductible Employee Contribution, if applicable) in excess
of $________ or 6 % of such Contributing Participant's
Compensation.

PART D. Qualifying Contributing Participants:
A Contributing Participant who satisfies the eligibility
requirements described in Section 4 will be a Qualifying
Contributing Participant and thus entitled to share in
Matching Contributions for any Plan Year only if the
Participant is a Contributing Participant and satisfies the
following additional conditions (Check one or more Options):

OPTION 1: [X] No Additional Conditions.

OPTION 2: [ ] Hours of Service Requirement. The Contributing
Participant completes at least ______ (not
more than 500) Hours of Service during the Plan
Year. However, this condition will be waived
for the following reasons (Check at least one):
[ ] The Contributing Participant's Death.
[ ] The Contributing Participant's Termination of
Employment after having incurred a Disability.
[ ] The Contributing Participant's Termination of
Employment after having reached Normal
Retirement Age.
[ ] This condition will not be waived.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

SECTION 8. QUALIFIED NONELECTIVE CONTRIBUTIONS
PART A. Authorization of Qualified Nonelective Contributions:
Will the Employer make Qualified Nonelective Contributions to
the Plan (Choose one)?
OPTION 1: [ ] Yes.
OPTION 2: [X] No.

Page 9

If the Employer elects to make Qualified Nonelective
Contributions, then the amount, if any, of such contribution
to the Plan for each Plan Year shall be an amount determined
by the Employer.

NOTE: If no option is selected, Option 1 will be deemed to be
selected. Complete the remainder of Section 8 only if Option 1
is selected.

PART B. Participants Entitled to Qualified Nonelective Contributions:
Allocation of Qualified Nonelective Contributions shall be
made to the Individual Accounts of (Choose one):
OPTION 1: [ ] Only Participants who are not Highly Compensated
Employees.
OPTION 2: [ ] All Participants.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART C. Allocation of Qualified Nonelective Contributions:
Allocation of Qualified Nonelective Contributions to
Participants entitled thereto shall be made (Choose one):

OPTION 1: [ ] In the ratio which each Participant's
Compensation for the Plan Year bears to the
total Compensation of all Participants for such
Plan Year.
OPTION 2: [ ] In the ratio which each Participant's
Compensation not in excess of $________ for the
Plan Year bears to the total Compensation of all
Participants not in excess of $________ for such
Plan Year.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS
PART A. Authorization of Qualified Matching Contributions:
Will the Employer make Qualified Matching Contributions to the
Plan on behalf of Qualifying Contributing Participants (Choose
one)?
OPTION 1: [ ] Yes, but only with respect to a Contributing
Participant's Elective Deferrals.
OPTION 2: [ ] Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.
OPTION 3: [ ] Yes, with respect to both Elective Deferrals and
Nondeductible Employee Contributions.
OPTION 4: [X] No.
NOTE: If no option is selected, Option 3 will be deemed to be
selected. Complete the remainder of Section 9 only if Option
1, 2 or 3 is selected.

PART B. Qualified Matching Contribution Formula:
If the Employer will make Qualified Matching Contributions,
then the amount of such Qualified Matching Contributions made
on behalf of a Qualifying Contributing Participant each Plan
Year shall be (Choose one):
OPTION 1: [ ] An amount equal to ____% of such
Contributing Participant's Elective Deferral
(and/or Nondeductible Employee Contribution,
if applicable).
OPTION 2: [ ] An amount equal to the sum of ____% of the
portion of such Contributing Participant's
Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which
does not exceed ____% of the Contributing
Participant's Compensation plus ____% of the
portion of such Contributing Participant's
Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which
exceeds ____% of the Contributing
Participant's Compensation.
OPTION 3: [ ] Such amount, if any, as determined by the
Employer in its sole discretion, equal to
that percentage of the Elective Deferrals
(and/or Nondeductible Employee Contribution,
if applicable) of each Contributing
Participant entitled thereto which would be
sufficient to cause the Plan to satisfy the
Actual Contribution Percentage tests
(described in Section 11.402 of the Plan)
for the Plan Year.
OPTION 4: [ ] Other Formula. (Specify)____________________
NOTE: If no option is selected, Option 3 will be deemed to
be selected.

Page 10

PART C. Participants Entitled to Qualified Matching Contributions:
Qualified Matching Contributions, if made to the Plan, will be
made on behalf of (Choose one)?
OPTION 1: [ ] Only Contributing Participants who make Elective
Deferrals who are not Highly Compensated
Employees.
OPTION 2: [ ] All Contributing Participants who make Elective
Deferrals.
NOTE: If no option is selected, Option 1 will be deemed to
be selected.

PART D. Limit on Qualified Matching Contributions:
Notwithstanding the Qualified Matching Contribution formula
specified above, the Employer will not match a Contributing
Participant's Elective Deferrals (and/or Nondeductible
Employee Contribution, if applicable) in excess of $________
or ____% of such Contributing Participant's Compensation.

SECTION 10. ADP AND ACP TESTING OPTIONS
PART A. ACP Test and Elective Deferrals:
Will Elective Deferrals under this Plan (and any other plan of
the Employer, as provided by regulations) be taken into
account, and included as Contribution Percentage Amounts for
purposes of performing the Average Contribution Percentage
(ACP) test? (Choose one):
OPTION 1: [ ] No.
OPTION 2: [X] Yes, in the following amounts (Choose one):
SUBOPTION (A): [X] Only such Elective Deferrals
that are needed to meet the
Average Contribution
Percentage test.
SUBOPTION (B): [ ] All Elective Deferrals.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART B. ACP Test and Qualified Nonelective Contributions
Will Qualified Nonelective Contributions under this Plan (and
any other plan of the Employer, as provided by regulations) be
taken into account, and included as Contribution Percentage
Amounts for purposes of performing the Average Contribution
Percentage (ACP) test? (Choose one):
OPTION 1: [ ] No.
OPTION 2: [X] Yes, in the following amounts (Choose one):
SUBOPTION (A): [X] Only such Qualified
Nonelective Contributions
that are needed to meet the
Average Contribution
Percentage test.
SUBOPTION (B): [ ] All Qualified Nonelective
Contributions.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART C. ADP Test and Qualified Matching Contributions
Will Qualified Matching Contributions under this Plan (or any
other plan of the Employer, as provided by regulations) be
taken into account as Elective Deferrals for purposes of
calculating Actual Deferral Percentages when performing the
Actual Deferral Percentage (ADP) test? (Choose one)
OPTION 1: [ ] No.
OPTION 2: [X] Yes, in the following amounts (Choose one):
SUBOPTION (A): [X] Only such Qualified Matching
Contribution that are needed
to meet the ADP test.
SUBOPTION (B): [ ] All such Qualified Matching
Contributions.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART D. Correction of Aggregate Limit:
If the Aggregate Limit described in Section 11.102 of the Plan
is exceeded, the following adjustments will be made in
accordance with Section 11.402(B)(1) of the Plan (Choose one):
OPTION 1: [ ] The ACP of Highly Compensated Employees will be
reduced.
OPTION 2: [X] The ADP of Highly Compensated Employees will be
reduced.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Page 11

SECTION 11. EMPLOYER PROFIT SHARING CONTRIBUTIONS Complete Parts A, B and
C
PART A. Contribution Formula (Choose one):
OPTION 1: [X] Discretionary Formula. For each Plan Year the
Employer will contribute an amount to be
determined from year to year.
OPTION 2: [ ] Fixed Formula. ________ % of the Compensation of
all Qualifying Participants under the Plan for
the Plan Year.
OPTION 3: [ ] Fixed Percent of Profits Formula. ________% of
the Employer's profits that are in excess of
$___________.
OPTION 4: [ ] Frozen Plan. This Plan is frozen effective
_________________________ and the Employer
will not make additional contributions to the
Plan after such date.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART B. Allocation Formula (Choose one):
OPTION 1: [X] Pro Rata Formula. Employer
Profit Sharing Contributions shall be
allocated to the Individual Accounts of
Qualifying Participants in the ratio that
each Qualifying Participant's Compensation
for the Plan Year bears to the total
Compensation of all Qualifying Participants
for the Plan Year.
OPTION 2: [ ] Flat Dollar Formula. Employer Profit
Sharing Contributions allocated to the
Individual Accounts of Qualifying
Participants for each Plan Year shall be
the same dollar amount for each Qualifying
Participant.
OPTION 3: [ ] Integrated Formula. Employer Profit Sharing
Contributions shall be allocated as
follows (Start with Step 3 if this Plan is
not a Top-Heavy Plan):

Step 1. Employer Profit Sharing
Contributions shall first be
allocated pro rata to Qualifying
Participants in the manner described
in Section 11, Part B, Option 1. The
percent so allocated shall not
exceed 3% of each Qualifying
Participant's Compensation.

Step 2. Any Employer Profit Sharing
Contributions remaining after the
allocation in Step 1 shall be
allocated to each Qualifying
Participant's Individual Account in
the ratio that each Qualifying
Participant's Compensation for the
Plan Year in excess of the
integration level bears to all
Qualifying Participants'
Compensation in excess of the
integration level, but not in excess
of 3%.

Step 3. Any Employer Profit Sharing
Contributions remaining after the
allocation in Step 2 shall be
allocated to each Qualifying
Participant's Individual Account in
the ratio that the sum of each
Qualifying Participant's total
Compensation and Compensation in
excess of the integration level
bears to the sum of all Qualifying
Participants' total Compensation and
Compensation in excess of the
integration level, but not in excess
of the profit sharing maximum
disparity rate as described in
Section 3.01(B)(3) of the Plan.

Step 4. Any Employer Profit Sharing
Contributions remaining after the
allocation in Step 3 shall be
allocated pro rata to Qualifying
Participants in the manner described
in Section 11, Part B, Option 1.

The integration level shall be (Choose one):
SUBOPTION (A): [ ] The Taxable Wage Base.
SUBOPTION (B): [ ] $________ (a dollar
amount less than the
Taxable Wage Base).
SUBOPTION (C): [ ] ______% (not more than
100%) of the Taxable Wage
Base.

NOTE: If no option is selected, Suboption
(a) will be deemed to be selected.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Page 12

PART C. Qualifying Participants:
A Participant will be a Qualifying Participant and thus
entitled to share in the Employer Profit Sharing Contribution
for any Plan Year only if the Participant is a Participant on
at least one day of such Plan Year and satisfies the following
additional conditions (Check one or more Options):

OPTION 1: [ ] No Additional Conditions.
OPTION 2: [X] Hours of Service Requirement. The Participant
completes at least 500 (not more than 500)
Hours of Service during the Plan Year.
However, this condition will be waived for the
following reasons (Check at least one):
[ ] The Participant's Death.
[ ] The Participant's Termination of
Employment after having incurred a
Disability.
[ ] The Participant's Termination of
Employment after having reached Normal
Retirement Age.
[X] This condition will not be waived.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

SECTION 12. COMPENSATION Complete Parts A through D
PART A. Basic Definition:

1. Elective Deferrals.
For purposes of Elective Deferrals, Compensation will
mean all of each Participant's (Choose one):
OPTION 1: [X] W-2 wages.
OPTION 2: [ ] Section 3401(a) wages.
OPTION 3: [ ] 415 safe-harbor compensation.

2. Matching Contributions.
For purposes of Matching Contributions, Compensation will
mean all of each Participant's (Choose one):
OPTION 1: [X] W-2 wages.
OPTION 2: [ ] Section 3401(a) wages.
OPTION 3: [ ] 415 safe-harbor compensation.

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing
Contributions, Compensation will mean all of each
Participant's (Choose one):
OPTION 1: [X] W-2 wages.
OPTION 2: [ ] Section 3401(a) wages.
OPTION 3: [ ] 415 safe-harbor compensation.
NOTE: If no option is selected for an item, Option 1 will be
deemed to be selected for that item.

PART B. Measuring Period for Compensation:

1. Elective Deferrals.
For purposes of Elective Deferrals, Compensation
shall be determined over the following applicable
period (Choose one):
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The calendar year ending with or within
the Plan Year.

2. Matching Contributions.
For purposes of Matching Contributions, Compensation
shall be determined over the following applicable
period (Choose one):
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The calendar year ending with or within
the Plan Year.

Page 13

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing
Contributions, Compensation shall be determined over
the following applicable period (Choose one):
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The calendar year ending with or within the
Plan Year.

NOTE: If no option is selected for an item, Option 1 will be
deemed to be selected for that item.

PART C. Inclusion of Elective Deferrals:
1. Elective Deferrals.
For purposes of Elective Deferrals, does Compensation
include Employer Contributions made pursuant to a
salary reduction agreement which are not includible
in the gross income of the Employee under any of the
following Sections of the Code? (Answer "Included" or
"Excluded" for each of the following items.)

Section 125 (cafeteria plans) [X] Included [ ] Excluded
Section 402(e)(3) (401(k) plans) [X] Included [ ] Excluded
Section 402(h)(1)(B) (salary deferral SEP plans) [X] Included [ ] Excluded
Section 403(b) (tax-sheltered annuity plans) [X] Included [ ] Excluded

NOTE: If a box is not checked for an item, "Included" will be
deemed to be selected for that item.

2. Matching Contributions.
For purposes of Matching Contributions, does
Compensation include Employer Contributions made
pursuant to a salary reduction agreement which are
not includible in the gross income of the Employee
under any of the following Sections of the Code?
(Answer "Included" or "Excluded" for each of the
following items.)

NOTE: If a box is not checked for an item, "Included" will be
deemed to be selected for that item.

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing
Contributions, does Compensation include Employer
Contributions made pursuant to a salary reduction
agreement which are not includible in the gross
income of the Employee under any of the following
Sections of the Code? (Answer "Included" or
"Excluded" for each of the following items.)

NOTE: If a box is not checked for an item, "Included" will be
deemed to be selected for that item.

PART D. Pre-Entry Date Compensation:

1. ADP and ACP Testing Purposes.
For the Plan Year in which an Employee enters the
Plan, the Employee's Compensation which shall be
taken into account for purposes of Actual Deferral
Percentage (ADP) and Actual Contribution Percentage
(ACP) testing shall be (Choose one):

Page 14

OPTION 1: [ ] The Employee's Compensation only from
the time the Employee became a
Participant in the Plan.
OPTION 2: [X] The Employee's Compensation for the
whole of such Plan Year.
NOTE: If no option is selected, Option 1 will be
deemed to be selected.

2. Other Purposes.
For the Plan Year in which an Employee enters the
Plan, the Employee's Compensation which shall be
taken into account for purposes of the Plan (other
than ADP or ACP testing) shall be (Choose one):
OPTION 1: [ ] The Employee's Compensation only from
the time the Employee became a
Participant in the Plan.
OPTION 2: [X] The Employee's Compensation for the
whole of such Plan Year.
NOTE: If no option is selected, Option 1 will be
deemed to be selected.

15
Page 15

SECTION 13. VESTING AND FORFEITURES Complete Parts A through H

PART A. Vesting Schedule For Employer Profit Sharing Contributions. A
Participant shall become Vested in his or her Individual
Account derived from Profit Sharing Contributions made
pursuant to Section 11 of the Adoption Agreement as follows
(Choose one):

--------------------------------------------------------------------------------

YEARS OF VESTED PERCENTAGE
VESTING SERVICE Option 1 [ ] Option 2 [ ] Option 3 [ ] Option 4 [ ] Option 5 [X] (Complete if Chosen)
-----------------------------------------------------------------------------------------------------------------

1 0% 0% 100% 0% 0%
2 0% 20% 100% 0% 25%
3 0% 40% 100% 20% 50% (not less than 20%)
4 0% 60% 100% 40% 75% (not less than 40%)
5 100% 80% 100% 60% 100% (not less than 60%)
6 100% 100% 100% 80% % (not less than 80%)
7 100% 100% 100% 100% % (not less than 100%)

NOTE: If no option is selected, Option 3 will be deemed to be selected.

--------------------------------------------------------------------------------

PART B. Vesting Schedule For Matching Contributions. A Participant
shall become Vested in his or her Individual Account derived
from Matching Contributions made pursuant to Section 7 of the
Adoption Agreement as follows (Choose one):

--------------------------------------------------------------------------------

NOTE: If no option is selected, Option 3 will be deemed to be selected.

--------------------------------------------------------------------------------

PART C. Hours Required For Vesting Purposes:

1. 1,000 Hours of Service (no more than 1,000) shall be
required to constitute a Year of Vesting Service.

2. 500 Hours of Service (no more than 500 but less than the
number specified in Section 13, Part C, Item 1, above)
must be exceeded to avoid a Break in Vesting Service.

3. For purposes of determining Years of Vesting Service,
Employees shall be given credit for Hours of Service with
the following predecessor employer(s) (Complete if
applicable)
---------------------------------------------

---------------------------------------------------------

PART D. Exclusion of Certain Years of Vesting Service:

All of an Employee's Years of Vesting Service with the
Employer are counted to determine the vesting

Page 16

percentage in the Participant's Individual Account except
(Check any that apply):
[ ] Years of Vesting Service before the Employee reaches age
18.
[ ] Years of Vesting Service before the Employer maintained
this Plan or a predecessor plan.

PART E. Fully Vested Under Certain Circumstances:
Will a Participant be fully Vested under the following
circumstances? (Answer "Yes" or "No" to each of the following
items by checking the appropriate box)
1. The Participant dies. [X] Yes [ ] No
2. The Participant incurs a Disability. [X] Yes [ ] No
3. The Participant satisfies the conditions for Early
Retirement Age (if applicable). [ ] Yes [ ] No
NOTE: If a box is not checked for an item, "Yes" will be
deemed to be selected for that item.

PART F. Allocation of Forfeitures of Employer Profit Sharing
Contributions:
Forfeitures of Employer Profit Sharing Contributions shall be
(Choose one):
OPTION 1: [X] Allocated to the Individual Accounts of
the Participants specified below in the manner
as described in Section 11, Part B (for Employer
Profit Sharing Contributions)

The Participants entitled to receive allocations
of such Forfeitures shall be (Choose one):
SUBOPTION (A): [X] Only Qualifying Participants.
SUBOPTION (B): [ ] All Participants.

OPTION 2: [ ] Applied to reduce Employer Profit Sharing
Contributions (Choose one):
SUBOPTION (A): [ ] For the Plan Year for which
the Forfeiture arises.
SUBOPTION (B): [ ] For any Plan Year subsequent
to the Plan Year for which
the Forfeiture arises.

OPTION 3: [ ] Applied first to the payment of the
Plan's administrative expenses and any excess
applied to reduce Employer Profit Sharing
Contributions (Choose one):
SUBOPTION (A): [ ] For the Plan Year for which
the Forfeiture arises.
SUBOPTION (B): [ ] For any Plan Year subsequent
to the Plan Year for which
the Forfeiture arises.
NOTE: If no option is selected, Option 1 and Suboption (a)
will be deemed to be selected.

PART G. Allocation of Forfeitures of Matching Contributions:
Forfeitures of Matching Contributions shall be (Choose one):
OPTION 1: [X] Allocated, after all other Forfeitures under the
Plan, to each Participant's Individual Account
in the ratio which each Participant's
Compensation for the Plan Year bears to the
total Compensation of all Participants for such
Plan Year.

The Participants entitled to receive allocations
of such Forfeitures shall be (Choose one):
SUBOPTION (A): [X] Only Qualifying Contributing
Participants.
SUBOPTION (B): [ ] Only Qualifying Participants.
SUBOPTION (C): [ ] All Participants.

OPTION 2: [ ] Applied to reduce Matching Contributions
(Choose one):
SUBOPTION (A): [ ] For the Plan Year for which
the Forfeiture arises.
SUBOPTION (B): [ ] For any Plan Year subsequent
to the Plan Year for which
the Forfeiture arises.

OPTION 3: [ ] Applied first to the payment of the Plan's
administrative expenses and any excess applied
to reduce Matching Contributions (Choose one):
SUBOPTION (A): [ ] For the Plan Year for which
the Forfeiture arises.
SUBOPTION (B): [ ] For any Plan Year subsequent
to the Plan Year for which
the

Page 17

Forfeiture arises.
NOTE: If no option is selected, Option 1 and Suboption (a)
will be deemed to be selected.

PART H. Allocation of Forfeitures of Excess Aggregate Contributions:
Forfeitures of Excess Aggregate Contributions shall be (Choose
one):

OPTION 1: [ ] Allocated, after all other Forfeitures under the
Plan, to each Contributing Participant's
Matching Contribution account in the ratio which
each Contributing Participant's Compensation for
the Plan Year bears to the total Compensation of
all Contributing Participants for such Plan
Year. Such Forfeitures will not be allocated to
the account of any Highly Compensated Employee.

OPTION 2: [X] Applied to reduce Matching Contributions (Choose
one):
SUBOPTION (A): [ ] For the Plan Year for which
the Forfeiture arises.
SUBOPTION (B): [X] For any Plan Year subsequent
to the Plan Year for which
the Forfeiture arises.

SECTION 14. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE
PART A. The Normal Retirement Age under the Plan shall be (Check and
complete one option):
OPTION 1: [X] Age 65.
OPTION 2: [ ] Age ________ (not to exceed 65).
OPTION 3: [ ] The later of age ________ (not to exceed 65) or
the ________ (not to exceed 5th) anniversary of
the first day of the first Plan Year in which
the Participant commenced participation in the
Plan.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART B. Early Retirement Age (Choose one option):
OPTION 1: [X] An Early Retirement Age is not applicable under
the Plan.
OPTION 2: [ ] Age ______ (not less than 55 nor more than 65).
OPTION 3: [ ] A Participant satisfies the Plan's Early
Retirement Age conditions by attaining age
________ (not less than 55) and completing
________ Years of Vesting Service.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

SECTION 15. DISTRIBUTIONS (Complete Parts A and B)
PART A. Distributable Events. Answer each of the following
items.
1. Termination of Employment Before Normal Retirement Age.
May a Participant who has not reached Normal Retirement
Age request a distribution from the Plan of that
portion of the Participant's Individual Account
attributable to the following types of contributions
upon Termination of Employment?

Elective Deferrals [X] Yes [ ] No
Matching Contributions (if made) [X] Yes [ ] No
Employer Profit Sharing Contributions [X] Yes [ ] No

2. Disability. May a Participant who has incurred a
Disability request a distribution from the Plan of that
portion of the Participant's Individual

Page 18

Account attributable to the following types of
contributions?

Elective Deferrals [X] Yes [ ] No
Matching Contributions (if made) [X] Yes [ ] No
Employer Profit Sharing Contributions [X] Yes [ ] No

3. Attainment of Normal Retirement Age. May a Participant
who has attained Normal Retirement Age but has not
incurred a Termination of Employment request a
distribution from the Plan of that portion of the
Participant's Individual Account attributable to the
following types of contributions?

Elective Deferrals [X] Yes [ ] No
Matching Contributions (if made) [X] Yes [ ] No
Employer Profit Sharing Contributions [X] Yes [ ] No

4. Attainment of Age 59 1/2. Will Participants who have
attained age 59 1/2 be permitted to withdraw Elective
Deferrals while still employed by the Employer?
[X] Yes [ ] No

5. Hardship Withdrawals of Elective Deferrals: Will
Participants be permitted to withdraw Elective
Deferrals on account of hardship pursuant to Section
11.503 of the Plan? [X ] Yes [ ] No

6. In-Service Withdrawals. Will Participants be permitted
to request a distribution of that portion of the
Participant's Individual Account attributable to the
following types of contributions during service
pursuant to Section 6.01(A)(3) of the Plan?

Matching Contributions (if made) [ ] Yes [X] No
Employer Profit Sharing Contributions [ ] Yes [X] No

7. One-Time In-Service Withdrawal Option. Will the
one-time in-service withdrawal provisions described in
Section 6.01(A)(5) of the Plan apply to the following
types of contributions?

Matching Contributions (if made) [ ] Yes [X] No
Employer Profit Sharing Contributions [ ] Yes [X] No

If the answer is "Yes," specify percentage that a
Participant may withdraw: _____%

8. Hardship Withdrawals. Will Participants be permitted to
make hardship withdrawals of that portion of the
Participant's Individual Account attributable to the
following types of contributions pursuant to Section
6.01(A)(4) of the Plan?

Matching Contributions (if made) [ ] Yes [X] No
Employer Profit Sharing Contributions [ ] Yes [X] No

9. Withdrawals of Rollover or Transfer Contributions. Will
Employees be permitted to withdraw their Rollover or
Transfer Contributions at any time? [ ] Yes [X ] No

NOTE: If a box is not checked for an item, "Yes" will be
deemed to be selected for that item. Section 411(d)(6) of the
Code prohibits the elimination of protected benefits. In
general, protected benefits include the forms and timing of
payout options. If the Plan is being adopted to amend and
replace a Prior Plan that permitted a distribution option
described above, you must answer "Yes" to that item.

PART B. Timing of Distributions:
1. Termination of Employment. Where a Participant who is
entitled to a distribution under the Plan has a
Termination of Employment (for reasons other than
death, Disability or attainment of Normal Retirement
Age), distributions shall commence (Check one):

Page 19

OPTION (A):[X] As soon as administratively feasible
following the date the Participant
requests a distribution.
OPTION (B):[ ] As soon as administratively feasible
following the close of the Plan Year
within which the Participant requests a
distribution.
OPTION (C):[ ] As soon as administratively feasible
following the close of the Plan Year
within which the Participant requests a
distribution or the Participant incurs
________ (not more than 5) consecutive
one-year Breaks in Vesting Service,
whichever is later.
NOTE: If no option is selected, Option (a) will be
deemed to be selected.

2. Death, Disability or Attainment of Normal Retirement
Age. Where a Participant dies, incurs a Disability or
attains Normal Retirement Age, and a distributable
event has occurred, distributions shall commence (Check
one):

OPTION (A):[X] As soon as administratively
feasible following the date the
Participant (or Beneficiary of a
deceased Participant) requests a
distribution.
OPTION (B):[ ] As soon as administratively feasible
following the close of the Plan Year
within which the Participant (or
Beneficiary of a deceased Participant)
requests a distribution.
OPTION (C):[ ] As soon as administratively feasible
following the close of the Plan Year
within which the Participant (or
Beneficiary of a deceased Participant)
requests a distribution or the
Participant incurs ________ (not more
than 5) consecutive one-year Breaks in
Vesting Service, whichever is later.
NOTE: If no option is selected, Option (a) will be
deemed to be selected.

SECTION 16. JOINT AND SURVIVOR ANNUITY
PART A. Retirement Equity Act Safe Harbor:

Will the safe harbor provisions of Section 6.05(F) of the Plan
apply (Choose only one Option)?
OPTION 1: [X] Yes.
OPTION 2: [ ] No.
NOTE: You must select "No" if you are adopting this Plan as an
amendment and restatement of a Prior Plan that was subject to
the joint and survivor annuity requirements.

PART B. Survivor Annuity Percentage: (Complete only if your
answer in Section 16, Part A is "No.") The survivor annuity
portion of the Joint and Survivor Annuity shall be a
percentage equal to ____% (at least 50% but no more than 100%)
of the amount paid to the Participant prior to his or her
death.

SECTION 17. OTHER OPTIONS Answer "Yes" or "No" to each of the following
questions by checking the appropriate box. If a box is not
checked for a question, the answer will be deemed to be "No."

A. Loans: Will loans to Participants pursuant to Section
6.08 of the Plan be permitted? [X] Yes [ ] No

B. Insurance: Will the Plan allow for the investment in
insurance policies pursuant to Section 5.13 of the Plan?
[ ] Yes [X] No

C. Employer Securities: Will the Plan allow for the
investment in qualifying Employer securities or
qualifying Employer real property? [X] Yes [ ] No

D. Rollover Contributions: Will Employees be permitted to
make rollover contributions to the Plan pursuant to
Section 3.03 of the Plan? [X] Yes [ ] No
[ ] Yes, but only after
becoming a Participant.

Page 20

E. Transfer Contributions: Will Employees be permitted to
make transfer contributions to the Plan pursuant to
Section 3.04 of the Plan? [X] Yes [ ] No
[ ] Yes, but
only after becoming a Participant.

F. Nondeductible Employee Contributions: Will Participants
be permitted to make Nondeductible Employee Contributions
pursuant to Section 11.305 of the Plan? [ ] Yes [X] No
Check here if such contributions will be mandatory. [ ]

SECTION 18. PARTICIPANT DIRECTION OF INVESTMENTS
PART A. Authorization:
Will Participants be permitted to direct the investment of
their Plan assets pursuant to Section 5.14 of the Plan?
(Choose one)
OPTION 1: [X] Yes.
OPTION 2: [ ] No.
NOTE: If no option is selected, Option 2 will be deemed to be
selected. Complete the remainder of Section 18 only if Option
1 is selected.

PART B. Investment Options:
Participants can direct the investment of their Plan assets
among the following investments (Choose one):
OPTION 1: [X] Only those investment options designated by the
Plan Administrator or other fiduciary.
OPTION 2: [ ] Any allowable investment.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART C. Accounts Subject to Participant Direction:
Participants can direct the following portions of their
Individual Accounts (Choose one):

OPTION 1: [ ] Those accounts that the Plan Administrator may
designate from time to time in a uniform and
nondiscriminatory manner.
OPTION 2: [X] Entire Individual Account.
OPTION 3: [ ] The following accounts (Check all that apply):
[ ] Elective Deferral Account.
[ ] Matching Contribution Account.
[ ] Employer Profit Sharing Account.
[ ] Rollover Contribution Account.
[ ] Transfer Contribution Account.
[ ] Other (Specify)
-------------------------------
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART D. Frequency of Investment Changes:

Participants may make changes to the investments within their
Individual Accounts with the following frequency (Choose one):
OPTION 1: [ ] In accordance with uniform and nondiscriminatory
rules established by the Plan Administrator or
other fiduciary.
OPTION 2: [X] Daily.
OPTION 3: [ ] Monthly.
OPTION 4: [ ] Quarterly.
OPTION 5: [ ] Other (Specify)
-------------------------------
NOTE: If no option is selected, Option 1 will be deemed to be
selected. Also note that the Plan's Valuation Dates must be at
least as often as the frequency chosen here.

Page 21

SECTION 19. MISCELLANEOUS DEFINITIONS Complete Parts A and B
PART A. Valuation Date:
The Plan Valuation Date shall be (Choose one):

OPTION 1: [ ] The last day of the Plan Year and each other
date designated by the Plan Administrator which
is selected in a uniform and nondiscriminatory
manner.
OPTION 2: [X] Daily.
OPTION 3: [ ] The last day of each Plan quarter.
OPTION 4: [ ] The last day of each month.
OPTION 5: [ ] Other (Specify)
--------------------------------
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART B. Disability:

For purposes of this Plan, Disability shall mean (Choose one):

OPTION 1: [X] The inability to engage in any substantial,
gainful activity by reason of any medically
determinable physical or mental impairment that
can be expected to result in death or which has
lasted or can be expected to last for a
continuous period of not less than 12 months.
OPTION 2: [ ] The inability to engage in any substantial,
gainful activity in the Employee's trade or
profession for which the Employee is best
qualified through training or experience.
OPTION 3: [ ] Other (Specify)
-------------------------------
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

SECTION 20. LIMITATION ON ALLOCATIONS - More Than One Plan

If you maintain or ever maintained another qualified plan
(other than a paired standardized money purchase pension plan
using the same Basic Plan Document as this Plan) in which any
Participant in this Plan is (or was) a Participant or could
become a Participant, you must complete this section. You must
also complete this section if you maintain a welfare benefit
fund, as defined in Section 419(e) of the Code, or an
individual medical account, as defined in Section 415(l)(2) of
the Code, under which amounts are treated as annual additions
with respect to any Participant in this Plan.

PART A. Individually Designed Defined Contribution Plan:

If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a
master or prototype plan:

1. [X] The provisions of Section 3.05(B)(1) through
3.05(B)(6) of the Plan will apply as if the other plan
were a master or prototype plan.
2. [ ] Other method. (Provide the method under which the
plans will limit total annual additions to the maximum
permissible amount, and will properly reduce any excess
amounts, in a manner that precludes Employer
discretion.)
------------------------------------------

PART B. Defined Benefit Plan:

If the Participant is or has ever been a participant in a
defined benefit plan maintained by the Employer, the Employer
will provide below the language which will satisfy the 1.0
limitation of Section 415(e) of the Code.

1. [X] If the projected annual addition to this Plan to
the account of a Participant for any limitation year
would cause the 1.0 limitation of Section 415(e) of the
Code to be exceeded, the annual benefit of the defined
benefit plan for such limitation year shall be reduced
so that the 1.0 limitation shall be satisfied.

If it is not possible to reduce the annual benefit of
the defined benefit plan and the projected annual
addition to this Plan to the account of a Participant
for a limitation year would cause the 1.0 limitation to
be exceeded, the Employer shall reduce the Employer
Contribution which is to be allocated to this Plan on
behalf of such Participant so that the 1.0 limitation
will be satisfied. (The provisions of Section 415(e) of
the Code are incorporated herein by reference under the
authority of Section 1106(h) of the Tax Reform Act of
1986.)

Page 22

2. [ ] Other method. (Provide language describing another
method. Such language must preclude Employer
discretion.)
-------------------------------------------

SECTION 21. TOP-HEAVY ISSUES Complete Parts A, B, C and D
PART A. Minimum Allocation or Benefit:
For any Plan Year with respect to which this Plan is a
Top-Heavy Plan, any minimum allocation required pursuant to
Section 3.01(E) of the Plan shall be made (Choose one):
OPTION 1: [X] To this Plan.
OPTION 2: [ ] To the following other plan maintained by the
Employer (Specify name and plan number of plan)

------------------------------------------------
OPTION 3: [ ] In accordance with the method described on an
attachment to this Adoption Agreement.
(Attach language describing the method that
will be used to satisfy Section 416 of the
Code. Such method must preclude Employer
discretion.)
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

PART B. Participants Entitled To Receive Minimum Allocation:
Any minimum allocation required pursuant to Section 3.01(E) of
the Plan shall be allocated to the Individual Accounts of
(Choose one):
OPTION 1: [X] Only Participants who are not Key Employees.
OPTION 2: [ ] All Participants.
NOTE: If no option is selected, Option 1 will be deemed to
be selected.

PART C. Top-Heavy Ratio:
For purposes of establishing the present value of benefits
under a defined benefit plan to compute the top-heavy ratio as
described in Section 10.08(C) of the Plan, any benefit shall
be discounted only for mortality and interest based on the
following (Choose one):
OPTION 1: [X] Not applicable because the Employer has not
maintained a defined benefit plan.
OPTION 2: [ ] The interest rate and mortality table specified
for this purpose in the defined benefit plan.
OPTION 3: [ ] Interest rate of ______% and the following
mortality table (Specify)
----------------------
NOTE: If no option is selected, Option 2 will be deemed to be
selected.

PART D. Top-Heavy Vesting Schedule:
Pursuant to Section 6.01(C) of the Plan, the vesting schedule
that will apply when this Plan is a Top-Heavy Plan (unless the
Plan's regular vesting schedule provides for more rapid
vesting) shall be (Choose one):
OPTION 1: [ ] 6 Year Graded.
OPTION 2: [ ] 3 Year Cliff.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

SECTION 22. PROTOTYPE SPONSOR

Name of Prototype Sponsor Aetna Life Insurance and Annuity
------------------------------------
Company
-------

Address 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000
------------------------------------------------------

Telephone Number 000-000-0000
---------------------------------------------

Page 23

PERMISSIBLE INVESTMENTS

The assets of the Plan shall be invested only in those
investments described below (To be completed by the Prototype
Sponsor):

-------------------------------------------------------------

SECTION 23. TRUSTEE OR CUSTODIAN

OPTION A. [ ] Financial Organization as Trustee or Custodian
CHECK ONE: [ ] Custodian, [ ] Trustee without full trust
powers, or [ ] Trustee with full trust powers

Financial Organization
-------------------------------------
Signature
---------------------------------------------------
Type Name
---------------------------------------------------

COLLECTIVE OR COMMINGLED FUNDS
List any collective or commingled funds maintained by the
financial organization Trustee in which assets of the Plan may
be invested (Complete if applicable).

-------------------------------------------------------------

OPTION B. [X] Individual Trustee(s)

Signature /s/ Xxxxxxx X. Xxxxxxxxxxx Signature /s/ Xxx Xxxxxxxx
--------------------------- --------------------------
Type Name Xxxxxxx X. Xxxxxxxxxxx Type Name Xxx Xxxxxxxx
--------------------------- -------------------------
Signature /s/ Xxxx Xxxxx Signature
--------------------------- --------------------------
Type Name Xxxx Xxxxx Type Name
--------------------------- --------------------------

SECTION 24. RELIANCE

An Employer who has ever maintained or who later adopts any
plan (including a welfare benefit fund, as defined in Section
419(e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for key employees, as
defined in Section 419A(d)(3) of the Code, or an individual
medical account, as defined in Section 415(l)(2) of the Code)
in addition to this Plan (other than a paired standardized
money purchase pension plan using the same Basic Plan Document
as this Plan) may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence
that this Plan is qualified under Section 401 of the Internal
Revenue Code. If the Employer who adopts or maintains multiple
plans wishes to obtain reliance that his or her plan(s) are
qualified, application for a determination letter should be
made to the appropriate Key District Director of Internal
Revenue.

The Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence
that this Plan is qualified under Section 401 of the Code
unless the terms of the Plan, as herein adopted or amended,
that pertain to the requirements of Sections 401(a)(4),
401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of the Code,
as amended by the Tax Reform Act of 1986, or later laws, (a)
are made effective retroactively to the first day of the first
Plan Year beginning after December 31, 1988 (or such later

Page 24

date on which these requirements first become effective with
respect to this Plan); or (b) are made effective no later than
the first day on which the Employer is no longer entitled,
under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions
of the Plan constitute such an interpretation.

This Adoption Agreement may be used only in conjunction with
Basic Plan Document No. 04.

SECTION 25. EMPLOYER SIGNATURE Important: Please read before signing
I am an authorized representative of the Employer named above
and I state the following:

1. I acknowledge that I have relied upon my own advisors
regarding the completion of this Adoption Agreement and
the legal tax implications of adopting this Plan.

2. I understand that my failure to properly complete this
Adoption Agreement may result in disqualification of
the Plan.

3. I understand that the Prototype Sponsor will inform me
of any amendments made to the Plan and will notify me
should it discontinue or abandon the Plan.

4. I have received a copy of this Adoption Agreement and
the corresponding Basic Plan Document.

Signature for Employer /s/ Xxxxxxx X. Xxxxxxxxxxx Date Signed 11/21/97
---------------------------------- ----------
Type Name Xxxxxxx X. Xxxxxxxxxxx Title Sr. V.P. and CHRO
----------------------------------------------- -----------------

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OPTION 1: [ ] This is the initial adoption of a profit sharing plan by the Employer. The Effective Date of this Plan is , 19 . NOTE: The effective date is usually the first day of the Plan Year in which this Adoption Agreement is signed. OPTION 2: [X]...

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