1 Exhibit 10.6 NON-STANDARDIZED PROFIT SHARING/THRIFT PLAN WITH 401(k) FEATURE ADOPTION AGREEMENT NUMBER 001-03 This Adoption Agreement, when executed by the Employer and accepted by the Plan Administrator, and the Trustee, if applicable, and accepted...

1
Exhibit 10.6

NON-STANDARDIZED PROFIT SHARING/THRIFT PLAN WITH 401(k) FEATURE
ADOPTION AGREEMENT NUMBER 001-03

This Adoption Agreement, when executed by the Employer and accepted by the Plan
Administrator, and the Trustee, if applicable, and accepted by Connecticut
General Life Insurance Company, establishes the Employer's Plan and Trust, if
applicable, for the benefit of its eligible Employees and their Beneficiaries.
The terms of the Connecticut General Life Insurance Company Defined Contribution
Plan are expressly incorporated therein and shall form a part hereof as fully as
if set forth herein except that if more than one election is provided, only that
election made by the Employer shall be so incorporated. The terms of the Plan so
incorporated together with the terms of this Adoption Agreement shall constitute
the sole terms of the Employer's Plan and Trust, if applicable, and no further
trust instrument or other instrument of any nature whatsoever shall be required.
The Employer's participation under the Plan shall be subject to all the terms
set forth therein and in this Adoption Agreement.

-> Note: Section 414(d) governmental plans and section 414(e) nonelecting
church plans that do not wish to provide ERISA-required benefits should not
adopt this document.

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PLAN DOCUMENT
SECTION GENERAL INFORMATION
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Legal Name of Employer: First International Bancorp, Inc.

Address: 000 Xxxxxxxx Xxxxxx

City: Hartford State: CT Zip: 06103

Plan Name: First International Bancorp, Inc. 401(k) Plan

Plan Number: 002

-> To be assigned by the Employer. For example: 001, 002, and so on.

Employer's EIN: 00-0000000

Classification of Business:

[X] C Corporation [ ] S Corporation [ ] Partnership
[ ] Sole Proprietorship [ ] Tax-Exempt/Nonprofit Organization
[ ] Other: __________________________________________________

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Employer Tax Status:

Tax Year Ends (MM/DD): December 31

Tax Basis: [ ] Cash [X] Accrual

1.20 Effective Date:

The adoption of the CONNECTICUT GENERAL LIFE INSURANCE COMPANY Non-Standardized Profit Sharing/Thrift Plan with
401(k) Feature shall:

[ ] A. Establish a new Plan effective as of (MM/DD/YY): _______________.
[X] B. Constitute an amendment and restatement in its entirety of a previously
established Qualified Plan of the Employer which was effective October 1, 1990 (hereinafter
called the "Effective Date"). The effective date of this amendment and restatement is July 1, 1999.

Merger Data:

This Plan includes funds from a prior or coincidental merger of a:

[ ] A. Money Purchase Plan
[ ] B. Target Benefit Plan
[X] C. Not Applicable

Sponsoring Organization:

Connecticut General Life Insurance Company
X.X. Xxx 0000
Xxxxxxxx, XX 00000
860.534.2298

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TABLE OF CONTENTS

ARTICLE PAGE

I. Nontrusteed, Trust, and Trustee.............................................. 4

II. Plan Administrator........................................................... 4

III. Plan Year.................................................................... 5

IV. Compensation................................................................. 6

V. Highly Compensated Employee.................................................. 7

VI. Service...................................................................... 8

VII. Eligibility Requirements..................................................... 10

VIII. Entry Date................................................................... 13

IX. Vesting...................................................................... 15

X. Contributions................................................................ 18

XI. Contribution Period.......................................................... 28

XII. Allocation of Contributions.................................................. 29

XIII. Limitations on Allocations................................................... 31

XIV. Investment of Participant's Accounts......................................... 32

XV. Life Insurance............................................................... 32

XVI. Employer Stock............................................................... 33

XVII. Withdrawals Preceding Termination............................................ 34

XVIII. Loans to Participants, Beneficiaries and Parties-in-Interest................. 38

XIX. Retirement and Disability.................................................... 39

XX. Distribution of Benefits..................................................... 40

XXI. Qualified Preretirement Survivor Annuity..................................... 41

XXII. Amendment of the Plan........................................................ 41

XXIII. Top-Heavy Provisions......................................................... 42

XXIV. Other Adopting Employer...................................................... 44

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PLAN DOCUMENT
SECTION I. NONTRUSTEED, TRUST, AND TRUSTEE
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-> The Plan must have a Trustee if the Employer has elected Employer Stock,
Loans, investment in Life Insurance, and/or any investment other than through a
contract with Connecticut General Life Insurance Company.

-> If the Plan is trusteed, the Employee must apply for a Trust Tax
Identification Number, unless the Trust already has obtained one, even if CG
Trust Company has been appointed as the Plan's Trustee.

The Plan is:

1.39 [] A. Nontrusteed.

1.73, 1.74 [] B. Trusteed and Trustees are:

Trustee(s) Name(s): ___________________________________

Address: ______________________________________________

City: ___________________ State: ________ Zip: ______

Trust EIN: _______________

1.73, 1.74 [X] C. Trusteed and CG Trust Company has been appointed as the
Plan's Trustee:

Trust Name: CG Trust Company

Address: 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000

Employer's Trust EIN: TBD

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PLAN DOCUMENT
SECTION II. PLAN ADMINISTRATOR
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1.50 The Plan Administrator is:

Name: First International Bancorp, Inc.

Address: 000 Xxxxxxxx Xxxxxx

City: Hartford State: CT Zip: 06103

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PLAN DOCUMENT
SECTION III. PLAN YEAR
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1.51 A. The Plan Year will mean:

[ ] 1. The 12-consecutive-month period commencing on
(MM/DD/YY) and each anniversary thereof except that
the first plan year will commence on (MM/DD/YY).

This election may be made only for new plans.

[X] 2. The 12-consecutive-month period commencing on
(MM/DD/YY) January 1, 1999 and each anniversary
thereof.

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PLAN DOCUMENT
SECTION IV. COMPENSATION
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-> (i) Election of options 1-6 below does not require a
separate nondiscrimination test.

-> (ii) If option 1, 2 or 3 is elected, you must elect the
same definition of Compensation in Section XIII,
Limitations on Allocations.

-> (iii) Options 1-6 include lump sum amounts and/or cash
bonuses. These amounts are included in compensation
in the year in which paid.

-> (iv) Options 4-9 may not be elected by a plan that uses an
integrated allocation formula.

-> (v) This compensation definition is for purposes of
allocating contributions under the Plan. For
nondiscrimination testing, the Employer may use any
definition of compensation that is based upon Code
section 414(s) or 415(c)(3). Use of options 7, 8 or 9
for nondiscrimination testing requires that the
employer satisfy a separate compensation
nondiscrimination test.

A. Indicate the number of the Compensation definition that will
be used for allocating each type of contribution.
Elective Deferral Contributions: 9
Matching Contributions: 9
Nonelective Contributions: 9
Employee Contributions:

1.12 For purposes of allocating contributions, Compensation means:

1.12(a) 1. Wages, Tips and Other Compensation Box on Form W-2.

1.12(b) 2. Section 3401(a) wages.

1.12(c) 3. 415 safe-harbor compensation

1.12(d) 4. Modified Wages, Tips, and Other Compensation Box on Form W-2

1.12(e) 5. Modified section 3401(a) wages

1.12(f) 6. Modified 415 safe-harbor compensation.

1.12(g) 7. Regular or base salary or wages.

1.12(h) 8. Regular or base salary or wages plus [ ] OVERTIME and/or
[ ] BONUSES

1.12(i) 9. A "reasonable alternative definition of Compensation," as
that term is used under Code section 414(s)(3) and the
regulations thereunder.

The definition of Compensation is: W-2 wages excluding
bonuses, taxable fringe benefits & moving expenses

-> Lump sum amounts and/or cash bonuses may be excluded only
if specified in this definition. Also see note (v) above.

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PLAN DOCUMENT
SECTION IV. COMPENSATION
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1.12 B. Compensation shall be determined over the following
determination period:

[X] 1. The Plan Year
[ ] 2. A 12-consecutive-month period beginning on (MM/DD)
________ and ending with or within the Plan Year. For
Employees whose date of hire is less than 12 months
before the end of the designated 12-month period,
Compensation will be determined over the Plan Year.

[ ] 3. The Plan Year. However, for the Plan Year in which an
Employee's participation begins, the applicable
period is the portion of the Plan Year during which
the Employee is eligible to participate in the Plan.

1.12 C. Compensation SHALL/SHALL NOT include Employer contributions
made pursuant to a salary reduction agreement, which are not
includable in the gross income of the Employee under Code
Section 125, 402(e)(3), 402(h)(1)(B) or 403(b).

[X] SHALL [ ] SHALL NOT

1.12 D. The highest annual Compensation to be used in determining
allocations to a Participant's Account shall be:

$ __________

-> Enter an amount if less than the $150,000 (as indexed)
limitation on compensation.

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PLAN DOCUMENT
SECTION V. HIGHLY COMPENSATED EMPLOYEE
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1.29 A. Highly Compensated Employees shall be determined using:

1.29(a) [X] 1. The Traditional Method.

1.29(b) [ ] 2. The Simplified Method for Employers in more than one
geographical area.

1.29(c) [ ] 3. The alternative Simplified Method.

1.29(d) [ ] 4. The alternative Simplified Method with Snapshot Day
basis.

The Snapshot Day is ________ (fill in).

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PLAN DOCUMENT
SECTION V. HIGHLY COMPENSATED EMPLOYEE
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1.29(a) B. If A.1 or A.2 is chosen above, the Look-Back Year shall be:

[ ] 1. The 12-month period immediately preceding the
Determination Year.

[X] 2. The calendar year ending with or within the
Determination Year.

-> If B.2. is selected and the Determination Year (Plan
Year) is the calendar year, then the Look-Back Year
is the same 12-month period as the Determination
Year. This avoids having to look back at data from a
prior year.

-> However, if the Determination Year is not the
calendar year, the Determination Year calculation
must be made on the basis of a lag period (the period
running from the end of the Look-Back Year to the end
of the Determination Year), with the applicable
dollar amounts adjusted on a pro rata basis for the
number of months in the lag period.

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PLAN DOCUMENT
SECTION VI. SERVICE
--------------------------------------------------------------------------------

-> Check off appropriate basis for determining service.

2A.3, 2A.9 A. Hours of Service or Elapsed Time

1. Years of Service shall be determined on the following
basis:

A. Eligibility: [X] Hours of Service [] Elapsed Time
B. Vesting: [X] Hours of Service [] Elapsed Time
C. Allocation of Contributions: [X] Hours of Service [] Elapsed Time

2. If service is based on Hours of Service, Hours shall be
determined on the basis of:

[X] A. Actual hours for which paid or entitled to payment.
[ ] B. Days Worked (10 Hours of Service).
[ ] C. Weeks Worked (45 Hours of Service).
[ ] D. Semimonthly payroll periods (95 Hours of Service).
[ ] E. Months Worked (910 Hours of Service).

-> For options b, c, d and e: If the Employee would be
credited with 1 Hour of Service during the period, the
Employee shall be credited with the number of Hours of Service
indicated in parentheses.

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PLAN DOCUMENT
SECTION VI. SERVICE
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B. Service with other employers.

1.24 1. Service with members of the Employer's controlled group
of corporations, affiliated service group, or group of
business under common control ("controlled group").

-> Service for an employer while the employer is part
of the controlled group must be taken into account.

a. Service with a member of the controlled group prior
to it becoming part of the controlled group will be
included for all purposes.

[ ] YES [X] NO

2A.5 2. Service with a predecessor organization.

-> Service with a predecessor organization of the
Employer must be taken into account if the Employer
maintains the Plan of the predecessor organization.

a. Service with a predecessor organization will be
included for all purposes even if the Employer
does not maintain the plan of the predecessor
organization.

[X] YES [ ] NO

2A.5 3. Service with the following subsidiary(ies) or affiliated
organization, not related to the Employer under the
rules of Code sections 414(b), (c) or (m), shall be
considered Service for all purposes of this plan:

________________________________________________________
________________________________________________________
________________________________________________________

-> Service credited under 1.a, 2.a and 3 must apply to all
similarly situated Employees, must be credited for a
legitimate business reason, and must not by design or
operation discriminate significantly in favor of Highly
Compensated Employees.

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PLAN DOCUMENT
SECTION VII. ELIGIBILITY REQUIREMENTS
--------------------------------------------------------------------------------

-> Check or fill out appropriate requirements for each type of contribution
in the Plan.

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

2A.5(a), 2B.1 A. Eligibility Requirements

1. If Employer is a Partnership or Sole Proprietorship:
Self-Employed Individuals are eligible to participate in
the Plan.

[ ] YES [ ] NO

2. Immediate Participation.

-> No age or service requirement

[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

3. Service Requirement

-> Not to exceed 1 year if graded vesting; not to exceed 2
years if 100% immediate vesting. Not to exceed 1/2 year
if graded vesting or 1 1/2 years if 100% immediate
vesting if annual Entry Date is chosen in Section VIII
"Entry Date." Not to exceed 1 year for Elective Deferral
Contributions.

[X] Elective Deferral Contributions: 1/2 indicate
number of years)
[X] Matching Contributions: 1 (indicate number
of years)
[X] Nonelective Contributions: 1 (indicate
number of years)
[ ] Employee Contributions: ______ (indicate
number of years)

-> Fill in the blank(s) above with the amount of
service required. Any service requirement not in units
of whole years requires service for eligibility to be
determined based on elapsed time (see Section VI.A.1.a).

4. Age Requirement.

-> Not greater than 21 years. If annual entry date is
chosen in Section VIII "Entry Date," not greater than
20 1/2 years.

[ ] Elective Deferral Contributions: ______
(indicate minimum age)
[ ] Matching Contributions: ______ (indicate
minimum age)
[ ] Nonelective Contributions: ______ (indicate
minimum age)
[ ] Employee Contributions: ______ (indicate
minimum age)

5. Employees who were employed on or before the initial
Effective Date of the Plan or the Effective Date of the
amendment and restatement of the Plan, as indicated on
page 2, SHALL/SHALL NOT be immediately eligible without
regard to any Age and/or Service requirements specified
in 2 or 3 above.

[ ] SHALL [X] SHALL NOT

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PLAN DOCUMENT
SECTION VII. ELIGIBILITY REQUIREMENTS
--------------------------------------------------------------------------------

2B.1
B. Job Class Requirements

An Employee must be a member of one or more of the following
selected classifications:

1. No Job Class Requirements:
[X] Elective Deferral Contributions
[X] Matching Contributions
[X] Nonelective Contributions
[ ] Employee Contributions

2. Salaried:
[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

3. Hourly:
[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

4. Clerical:
[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

5. Employees whose employment is governed by a collective
bargaining Agreement represented by the following
union:_________________________________

[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

6. Other: (fill in):______________________
[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions
-> "Part-time" Employees may not be excluded.

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PLAN DOCUMENT
SECTION VII. ELIGIBILITY REQUIREMENTS
--------------------------------------------------------------------------------

2B.1 C. Additional Requirements

An Employee must be in the following designated division(s)
of the Employer:
___________________________________________________________

___________________________________________________________

[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

2B.1 D. An Employee must not be a member of any one of the following
groups:

1. Union.

-> Employees who are members of a union are defined as:
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 of the Employer who are covered
pursuant to that agreement are professional employees 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, unless the collective
bargaining agreement provides for coverage under the
Plan.

[X] Elective Deferral Contributions
[X] Matching Contributions
[X] Nonelective Contributions
[ ] Employee Contributions

2. Nonresident aliens (within the meaning of Code section
7701(b)(1)(B)) who receive no earned income (within the
meaning of Code section 911(d)(2)) from the Employer
that constitutes income from sources within the United
States (within the meaning of Code section 861(a)(3)).

[X] Elective Deferral Contributions
[X] Matching Contributions
[X] Nonelective Contributions
[ ] Employee Contributions

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PLAN DOCUMENT
SECTION VII. ELIGIBILITY REQUIREMENTS
--------------------------------------------------------------------------------

3. Employees covered by the following designated qualified
employee benefit plans:

________________________________________________________

[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

1.15 E. The Plan covers Employees whose conditions of employment are
mandated under the Xxxxx-Xxxxx Act

[ ] YES [X] NO

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PLAN DOCUMENT
SECTION VIII. ENTRY DATE
--------------------------------------------------------------------------------

-> Check the appropriate requirement for Entry Date.

1.25 A. Immediately.
[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

1.25 B. The first day of any month.
[X] Elective Deferral Contributions
[X] Matching Contributions
[X] Nonelective Contributions
[ ] Employee Contributions

1.25 C. Quarterly (that is, three months apart) on each:

(MM/DD) ____________, or (MM/DD) ____________ or
(MM/DD) ____________, or (MM/DD) ____________.
-> Fill in dates.
[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

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1.25 D. Semiannually (that is, six months apart) on each:
(MM/DD) ____________, or (MM/DD) ____________.
-> Fill in dates.
[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

1.25 E. Annually, on each (MM/DD) ____________.
-> Fill in date.
[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions

1.25 F. The first day nearest to the date(s) selected in B, C, D,
or E above, whether before or after that date, that the
Participant meets the Eligibility Requirements.
[ ] Elective Deferral Contributions
[ ] Matching Contributions
[ ] Nonelective Contributions
[ ] Employee Contributions
-> Allows retroactive entry into the Plan. This may have an
effect on various nondiscrimination tests for the Plan.

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PLAN DOCUMENT
SECTION IX. VESTING
--------------------------------------------------------------------------------

1.76 A. Vesting Percentage

The Vesting Schedule, based on number of Years or Periods of
Service, shall be as indicated below. Indicate the number of
the vesting schedule that applies to any Nonelective
Contributions, Matching Contributions, and Prior Employer
Contributions.
The vesting schedules are depicted in 1 through 8, below.

Nonelective Contributions are subject to vesting
schedule: 3

Matching Contributions are subject to vesting
schedule: 3

Prior Employer Contributions are subject to vesting
schedule:

1. Immediately = 100%

2. 0-3 Years = 0%
3 Years = 100%

3. 1 Year = 20%
2 Years = 40%
3 Years = 60%
4 Years = 80%
5 Years = 100%

4. 0-3 Years = 0%
3 Years = 20%
4 Years = 40%
5 Years = 60%
6 Years = 80%
7 Years = 100%

5. 0-2 Years = 0%
2 Years = 20%
3 Years = 40%
4 Years = 60%
5 Years = 80%
6 Years = 100%

6. 0-5 Years = 0%
5 Years = 100%

7. 1 Year = 25%
2 Years = 50%
3 Years = 75%
4 Years = 100%

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PLAN DOCUMENT
SECTION IX. VESTING
--------------------------------------------------------------------------------

8. Other. Must be at least as liberal as #4 or #6 above.

--------- = ---------
--------- = ---------
--------- = ---------
--------- = ---------
--------- = ---------
--------- = ---------
--------- = ---------

2A.5(b) B. The vesting computation period shall be based on the
Employee's service in the:

[X] PLAN YEAR [ ] EMPLOYMENT YEAR

2A.7, 2A.10 C. Excluded Years or Periods of Service.

The vesting percentage shall be based on all Years of Service
(i.e., completing 1000 hours of Service) or Periods of Service
(i.e., Elapsed Time), EXCEPT that the following shall be
excluded:

Years or Periods of Service:
[ ] 1. Prior to the time the Participant attained age 18.

[ ] 2. During which the Employer did not maintain the plan
or predecessor plan.

[ ] 3. During which the Participant elected not to
contribute to a plan which required Employee
Contributions.

[ ] 4. Rule of Parity (Elapsed Time).
-> Rule of Parity (Elapsed Time): In the event a
reemployed Employee has no vested interest in
Employer Contributions at the time the break
occurred, and has since incurred 5 consecutive
1-year Breaks-in-Service, and has a Period of
Severance which equals or exceeds his prior Period
of Service, such prior Service may be disregarded.

[ ] 5. Rule of Parity (Hours of Service).

-> Rule of Parity (Hours of Service): Years of Service
prior to a Break-in-Service may be disregarded if the
participant had no vested interest in Employer
Contributions at the time the break occurred, and the
Participant has since incurred 5 consecutive 1-year
Breaks-in-Service, and the number of consecutive 1-year
Breaks-in-Service is at least as great as the Years of
Service before the break occurred.

[ ] 6. Prior to any 1-Year Break-in-Service until the
Employee completes a Year of Service following
reemployment.

[X] 7. None of the above.

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PLAN DOCUMENT
SECTION IX. VESTING
--------------------------------------------------------------------------------

3D.1, 3D.2, D. Forfeitures.
2A.7, 2A.10
1. Forfeitures will occur:
[X] A. Immediately
[ ] (1) Optional Payback Method
[X] (2) Required Payback Method
[ ] B. Upon a 1-Year Break-in-Service
[ ] (1) Optional Payback Method
[ ] (2) Required Payback Method
[ ] C. Upon 5 consecutive 1-Year Breaks-in-Service

2. Forfeitures will be:
[X] A. Used as an Employer Credit
[ ] B. Reallocated to Participants' Accounts
[ ] C. Used as an Employer Credit and then, to the
extent any Forfeitures remain, reallocated to
Participants' Accounts.

-> If choice IX.D.2.b or c is selected and the Plan
provides Matching Contributions, the Actual Contribution
Percentage (ACP) Test will
be affected.

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PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

2C.1(k)(1) A. Elective Deferral Contributions

1. Availability/Amount
[ ] Not Available under the Plan.
[X] Available under the Plan (complete the following).

Each Participant MAY elect to have his Compensation
actually paid during the Plan Year reduced by:

[ ] A. __________ %
[ ] B. up to __________ %
[X] C. from 1% to 15%
[ ] D. up to the maximum percentage allowable, not to
exceed the limits of Code sections 402(g)
and 415.

-> Lump sum amounts and/or cash bonuses must be subject
to the salary deferral election unless the definition of
compensation in Section IV.A.9 has been elected and
these amounts have been specifically excluded from that
compensation definition. Lump sum amounts and cash
bonuses are deferred upon and tested in the Plan Year in
which paid.

2. Modification

A Participant may change the amount of Elective Deferral
Contributions the Participant makes to the Plan
(complete a and b):

[X] a. twelve per calendar year (may be less frequent
than one).
[X] b. As of the following date(s) (MM/DD):
at any time

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PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

B. Required Employee Contributions

2C.1(b) 1. Availability/Amount
[X] Not Available under the Plan.
[ ] Available under the Plan and must be made as a
condition of receiving an Employer Contribution

-> Required Employee Contributions are NOT AVAILABLE
unless Elective Deferral Contributions are available.

Required Contributions shall be in the amount of:
[ ] a. ______ % of Compensation actually paid during the
Contribution Period.

2C.1(k)(1) [ ] b. Not less than _______ % nor more than _______ %
of Compensation actually paid during the
Contribution Period.

2. Modification

A Participant may suspend Required Employee
Contributions for a minimum period of:
[ ] a. 1 month
[ ] b. 2 months.
[ ] c. 3 months.

-> The suspension period may be of indefinite duration.
A Participant's reentry into the Plan shall be as of the
first Entry Date following the end of the suspension
period.

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PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

2C.1 C. Matching Contributions

Availability/Amount

[ ] Not Available under the Plan.

[X] Available under the Plan (elect one from option 1 and,
if applicable, elect one from option 2).

1. [ ] a. Matching Contributions SHALL be based upon
a percentage of Considered Net Profits

[X] b. Matching Contributions SHALL NOT be based
upon a percentage of Considered Net Profits.

2. Partnership Plans.

[ ] a. The Employer SHALL make Matching
Contributions to Partners

-> Matching Contributions to Partners are
treated in all respects as Elective Deferral
Contributions

[ ] b. The Employer SHALL NOT make Matching
Contributions to Partners.

For each $1.00 of either Elective Deferral Contributions
or Required Employee Contributions, as selected above,
the Employer will contribute and allocate to each
Participant"s Matching Contribution Account an amount
equal to:

[ ] 1. $ __________ (e.g., $.50).

[X] 2. A discretionary percentage, to be determined by
the Employer.

-> If option 2 is elected, the amount of the
discretionary percentage should be determined by
an annual Board of Directors resolution setting
the percentage.

[ ] 3. Graded Match.

-> If a or b is elected, the minimum and maximum
percentages must be within the parameters of the
Elective Deferral election in Section X.A or the
Required Employee Contribution election in Section
X.B of this Adoption Agreement.

-> Percentage for higher amounts must be lower than
the percentages for lower amounts. For example: 100%
of the first $500, plus 75% of the next $500, plus
50% of the next $500.

[ ] a. Graded based upon the dollar amount of
each Participant"s Elective Deferral
Contributions or Required Employee
Contributions as follows:

________ % of the first $________ plus
________ % of the first $________ plus
________ % of the first $________ plus
________ % of the first $________.

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PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

[ ] b. Graded based upon the percentage of
Compensation of each Participant's
Elective Deferral Contribution or
Required Employee Contribution as
follows:

_________ % of the first $________ plus
_________ % of the next $_________ plus
_________ % of the next $_________ plus
_________ % of the next $_________.

-> If 3.a or b is elected, additional testing
will be required to prove that the different
contributions are available on a discriminatory
basis.

[ ] 4. Separate specific dollar amounts for different
employees (e.g., employees in different job
classifications):

-> This option is available only for Plans
covering Employees whose conditions of
employment are mandated under the Xxxxx-Xxxxx
Act.

$ __________ (e.g., $.50) to employees in __________ (fill in)
$ __________ (e.g., $.50) to employees in __________ (fill in)
$ __________ (e.g., $.50) to employees in __________ (fill in)
$ __________ (e.g., $.50) to employees in __________ (fill in)
$ __________ (e.g., $.50) to employees in __________ (fill in)

Additional Formulas (fill in below):

-> Formulas must be the same type as above.

_______________________________________________

-> If 4 is selected, additional testing will be
required to prove that the different
contributions are available on a
nondiscriminatory basis.

-21-
22
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

[ ] 5. Different graded matches for different employees
(e.g., employees in different job classifications,
divisions, organizations, members of a controlled
group of corporations, etc.):

-> This option is available only for Plans covering
Employees whose conditions of employment are
mandated under the Xxxxx-Xxxxx Act.

-> Percentages for higher amounts must be lower
than the percentages for lower amounts. For example:
100% of the first $500, plus 75% of the next $500,
plus 50% of the next $500.

[ ] a. Graded based upon the dollar amount of
Elective Deferral Contributions or Required
Contributions of each Participant as
follows:

Employees in __________ (fill in)

__________ % of the first $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ .

Employees in __________ (fill in)

__________ % of the first $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ .

Employees in __________ (fill in)

__________ % of the first $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ .

Additional Formulas (fill in below):

-> Formulas must be the same type as above.

___________________________________________

-22-
23
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

[ ] b. Graded based upon the percentage of
compensation of the Elective Deferral
Contributions or Required Contributions of
each Participant as follows:

-> This option is available only for Plans
covering Employees whose conditions of
employment are mandated under the
Xxxxx-Xxxxx Act.

-> Matching percentages for higher
compensation percentages must be lower than
matching percentages for lower compensation
percentages. For example: 100% for the first
3%, plus 75% of the next 2%, plus 50% of the
next 2%.

Employees in __________ (fill in)

__________ % of the first $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ .

Employees in __________ (fill in)

__________ % of the first $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ .

Employees in __________ (fill in)

__________ % of the first $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ plus
__________ % of the next $__________ .

Additional Formulas (fill in below):

-> Formulas must be the same type as above.

__________________________________________

-> If 5.a or b is selected, additional testing will be
required to prove that the different contributions are
available on a nondiscriminatory basis.

-23-
24
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

The Elective Deferral or Required Employee Contributions, upon
which Matching Contributions are made by the Employer, shall not
exceed:

[ ] 1. $ __________ for the Plan Year.
[X] 2. 6% of the Participant"s Compensation for the
Contribution Period.
[ ] 3. N/A.

True-Up Contributions:

The Employer MAY/MAY NOT contribute a True-Up Contribution for
each Participant at the end of the Plan Year so that the total
Matching Contribution for each Participant is calculated on an
annual basis.

[ ] MAY [X] MAY NOT

Additional Matching Contributions:

In addition, at the end of the Plan Year, the Employer may
contribute Additional Matching Contributions to be allocated in
the same proportion that the Matching Contribution made on
behalf of each Participant during the Plan Year bears to the
Matching Contribution made on behalf of all Participants during
the Plan Year.

[ ] YES [X] NO

-24-
25
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

2C.1 D. Nonelective Contributions

-> If you choose to make a Nonelective Contribution, each
Employee eligible to participate in the Plan and who
satisfies the Annual Allocation Requirement of Section XII.A
or XII.B MUST be given an allocation, regardless of whether
they make Elective Deferral Contributions.

Availability/Amount
[ ] Not Available under the Plan.
[X] Available under the Plan (complete the following).

The Contribution for each Contribution Period shall be:

[ ] 1. _________ % of Considered Net Profits.
[ ] 2. _________ % of Compensation of each Participant.
[ ] 3. The Employer will contribute an amount equal to
$ _________ for each Participant.
[X] 4. Discretionary.

-> If option 4 is elected, the amount of the
discretionary contribution should be determined by an
annual Board of Directors resolution setting a fixed
amount of contribution or a formula by which a fixed
amount can be determined.

[ ] 5. The Employer will contribute an amount equal to
$___________________/hour or unit of each Participant
(indicate dollar or cents amount).

-> Option 5 may be chosen ONLY for Employees who are
subject to a Collective Bargaining Agreement.

[ ] 6. __________ % of Considered Net Profits to __________ (fill in)
__________ % of Considered Net Profits to __________ (fill in)
__________ % of Considered Net Profits to __________ (fill in)
__________ % of Considered Net Profits to __________ (fill in)
__________ % of Considered Net Profits to __________ (fill in)

-> Fill in job classification

-25-
26
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

Additional Formulas (fill in below):

_______________________________________________

-> Formulas must be the same type as above.

[ ] 7. __________ % of Considered Net Profits to __________ (fill in)
__________ % of Considered Net Profits to __________ (fill in)
__________ % of Considered Net Profits to __________ (fill in)
__________ % of Considered Net Profits to __________ (fill in)
__________ % of Considered Net Profits to __________ (fill in)

-> Fill in job classification

Additional Formulas (fill in below):

-> Formulas must be the same type as above.

_______________________________________________

-> Options 6 and 7 may be selected ONLY when a
Plan covers Employees whose conditions of
employment are mandated under the Xxxxx-Xxxxx
Act.

-> If option 6 or 7 is selected, subsection A.1
(Compensation to Compensation allocation) MUST
be chosen in Section XIII, "Allocation of
Contributions."

-> If options 6 or 7 is selected, additional
testing will be required to prove that the
different contributions are available on a
nondiscriminatory basis.

Nonelective Contributions SHALL / SHALL NOT be based on
Considered Net Profits.

[X] SHALL [ ] SHALL NOT

-> "Shall" must be chosen if option 1 is selected.

-26-
27
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

2C.1(b) E. Voluntary Employee Contributions

Availability/Amount
[X] Not Available under the Plan.
[ ] Available under the Plan (complete the following).

[ ] Voluntary Employee Contributions SHALL be permitted
up _________ % of Compensation actually paid during
the Plan Year.

[ ] Voluntary Employee Contributions made in a Lump Sum
SHALL be permitted.

-> Voluntary Employee Contributions are NOT AVAILABLE
unless Elective Deferral Contributions are available

2C.3 F. Rollover Contributions

Availability

[x] 1. Rollover Contributions out of the Plan are always
available.

[X] Cash only.

[ ] Cash and Loan Notes from this and/or a prior
plan.

[x] 2. Rollover Contributions into the Plan.

[ ] Not Available under the Plan.

[X] Available under the Plan (complete the
following).

Cash Only or Cash and Loan Notes.

[X] Cash only.
[ ] Cash and Loan Notes from prior plan.

Rollover contributions into the Plan may be made by:

[X] Both eligible Employees and Employees who
would be eligible except they do not yet
meet the Plan's age and/or service
requirement.
[ ] Eligible Employees only.

-27-
28
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION X. CONTRIBUTIONS
--------------------------------------------------------------------------------

7B.8, 7B.9 G. Transfers of Account Balances

Availability

[X] 1. Transfers of Account Balances out of the Plan are
always available.

[X] 2. Transfers of Account Balances into the Plan.

[ ] Not Available under the Plan.

[X] Available under the Plan.

--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XI. CONTRIBUTION PERIOD
--------------------------------------------------------------------------------

1.14 A. The regular Contribution Period (by contribution type) shall
be:

-> For 1 and 2 below, "Other" Contribution Period may not be
longer than annual, but may be shorter than 4-weekly.

-> For 3 below, "Other" Contribution Period may not be longer
than monthly, but may be shorter than 4-weekly.

1. Matching Contributions:
[ ] Annual [ ] 4-Weekly
[ ] Monthly [X] Other (specify) bi-weekly.

2. Nonelective Contributions:
[X] Annual [ ] 4-Weekly
[ ] Monthly [ ] Other (specify) _______________.

3. Elective Deferral Contributions, Required Employee
Contributions, and/or Voluntary Employee Contributions:

-> Annual contribution period is not available for
contributions in option 3.
[ ] Monthly [X] 4-Weekly
[ ] Other (specify) _______________.

-28-
29
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XII. ALLOCATION OF CONTRIBUTIONS
--------------------------------------------------------------------------------

2C.1(f) A. Allocation Formula for Nonelective Contribution

Complete the following ONLY if Section X.D is 1, 4, 6 or 7.

-> If Section X.D is 6 or 7, the Compensation to
Compensation allocation formulas (1 below) must be chosen.

The Nonelective Contribution will be allocated to
Participants who meet the requirements of Section XII.B or C
as follows:

[ ] 1. Compensation to Compensation:

In the same ratio as each Participant's Compensation
bears to the total Compensation of all Participants.

[X] 2. Integrated with Social Security:

a. Choose one of the following methods:
[ ] Step-Rate Method

For each Plan year, the Employer will
contribute an amount equal to __________ %
of each Participant's Compensation up to the
Social Security Integration Level, plus
__________ % of each Participant's
Compensation in excess of the Social
Security Integration Level. However, in no
event will the Excess Contribution
percentage exceed the amount specified in
Section 2C.1(f)(2)(B) of the Plan.

[X] Maximum Disparity Method

For each Plan Year, the Employer's
Nonelective Contribution shall be allocated
in the manner stated in Section 2C.1(f)(3)
of the Plan in order to maximize permitted
disparity.

b. Social Security Integration Level:
[ ] i. $ __________ (not to exceed the Social
Security Taxable Wage Base).

[X] ii. The Social Security Taxable Wage Base
in effect on the first day of the Plan
Year.
[ ] iii. __________ % of the Social
Security Taxable Wage Base (not to
exceed 100%).

-29-
30
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XII. ALLOCATION OF CONTRIBUTIONS
--------------------------------------------------------------------------------

2C.1(g) B. Annual Allocation Requirements

An allocation of the annual Nonelective Contribution, annual
Matching Contribution, and/or Additional Matching
Contribution made by the Employer will be made to each
Participant who:

[ ] 1. Is a Participant on ANY day during the Plan Year
regardless of Service credited during the Plan Year.

[X] 2. Is credited with a Year of Service in the Plan Year
for which the contribution is made.

[ ] 3. Is a Participant on the last day of the Plan Year.

[ ] 4. Is credited with a Year of Service in the Plan Year
for which the contribution is made and is a
Participant on the last day of the Plan Year.

In addition, an allocation will be made by the Employer on
behalf of any Participant who retires, dies or becomes
disabled during the Plan Year, regardless of the number of
Hours of Service credited to such Participant and regardless
of whether such Participant is a participant on the last day
of the Plan Year.

Annual Nonelective Contribution [X] YES [ ] NO
Annual Matching Contribution [ ] YES [ ] NO
Additional Matching Contribution [ ] YES [ ] NO

2C.1(g) C. Nonannual Allocation Requirement

An allocation of the nonannual Matching Contribution or
nonannual Nonelective Contribution made by the Employer will
be made to each Participant who:

[X] 1. Is a Participant on any day of the Contribution
Period.

[ ] 2. Is a Participant as of the last day of the
Contribution Period.

In addition, an allocation will be made by the Employer on
behalf of any Participant who retires, dies, or becomes
disabled during the Contribution Period, regardless of
whether such Participant is a Participant as of the last day
of the Contribution Period.

Nonannual Nonelective Contribution [ ] YES [ ] NO
Nonannual Matching Contribution [X] YES [ ] NO

-30-
31
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XIII. LIMITATION ON ALLOCATIONS
--------------------------------------------------------------------------------

4B A. If any Participant is covered by another qualified
defined contribution plan maintained by the Employer,
other than a Master or Prototype plan:

-> Complete part A if you: (1) maintain, or at any
time maintained, another qualified retirement plan in
which any Participant in this Plan is, was, or could be,
a participant; or (2) maintain a Code section 415(l)(2)
individual medical account, for which amounts are
treated as Annual Additions for any Participant in this
Plan.

[X] 1. N/A. The Employer has no other defined
contribution plan(s).

[ ] 2. The provisions of Section 4B.5 of the Plan will
apply, as if the other plan were a Master or
Prototype plan.

[ ] 3. The plans will limit total Annual Additions to
the Maximum Permissible Amount, and will reduce
any Excess Amounts in a manner that precludes
Employer discretion, in the following manner:

________________________________________________

4B B. If any Participant is or ever has been a Participant in
a qualified defined benefit plan maintained by the
Employer:

-> Complete part B if you maintain, or at any time
maintained, another qualified retirement plan in which
any Participant in this Plan is, was, or could be a
participant.

[X] 1. N/A. The Employer has no defined benefit plan(s).

[ ] 2. In any Limitation Year, the Annual Additions
credited to the Participant under this Plan may
not cause the sum of the Defined Benefit Plan
Fraction and the Defined Contribution Fraction
to exceed 1.0. If the Employer contributions
that would otherwise be allocated to the
Participant's account during such year would
cause the 1.0 limitation to be exceeded, the
allocation will be reduced so that the sum of
the fraction equals 1.0. Any contributions not
allocated because of the preceding sentence will
be allocated to the remaining Participants
according to the Plan's allocation formula. If
the 1.0 limitation is exceeded because of an
Excess Amount, such Excess Amount will be
reduced in accordance with Section 4B.4 of the
Plan.

[ ] 3. Provide the method under which the Plan involved
will satisfy the 1.0 limitation in a manner that
precludes Employer discretion

________________________________________________

-31-
32
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XIII. LIMITATION ON ALLOCATIONS
--------------------------------------------------------------------------------

C. Compensation will mean all of each Participant's:

-> Everyone must complete Section C. If option 1, 2, or 3 was
selected in Section IV.A., you must make the same selection
here.

4B.1(b)(1) [X] 1. Wages, Tips, and Other Compensation Box on Form W-2.

4B.1(b)(2) [ ] 2. Section 3401(a) wages.

4B.1(b)(3) [ ] 3. 415 safe-harbor compensation

4B.1(h) D. The Limitation Year shall be:

-> Everyone must complete Section D.

[ ] 1. The Calendar Year.

[X] 2. The 12-month period coinciding with the Plan Year.

[ ] 3. The 12-month period beginning on (MM/DD): _________

--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XIV. INVESTMENT OF PARTICIPANT'S ACCOUNTS
--------------------------------------------------------------------------------

5A.1 A. The Participant SHALL/SHALL NOT have the authority to
direct the Investment of Contributions made by the Employer.

[X] SHALL [ ] SHALL NOT

5A.1 B. If SHALL is elected above, complete the following:

Those having authority to direct the investment of the
Participant's Account are (choose all that apply):
[X] 1. Participants who are active Employees.
[X] 2. Participants who are former employees and continue
to maintain an account in the Plan or Trust.
[X] 3. Beneficiaries.
[X] 4. Alternate Payees.

--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XV. LIFE INSURANCE
--------------------------------------------------------------------------------

5B.1 A. Available as a Participant investment:

[ ] YES [X] NO

-32-
33
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XV. LIFE INSURANCE
--------------------------------------------------------------------------------

B. If yes is elected above, Life Insurance shall be available to:

[ ] 1. All Participants.

[ ] 2. Only to the specified group of Participants (fill
in below):

__________________________________________________

-> If subsection 2 is checked, separate nondiscrimination
testing will be required.

--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XVI. EMPLOYER STOCK
--------------------------------------------------------------------------------

-> Before electing Employer Stock as an investment option, you should consult
your legal counsel on any federal or state securities law requirements arising
from offering Employer Stock as an investment option under your Plan and whether
use of this document is appropriate for you under those laws. Neither
Connecticut General Life Insurance Company nor any of its employees can advise
you on these matters.

1.45 A. Investment in Employer Stock is:
[X] Permitted
[ ] Not Permitted
-> You must complete the following subsections B and C if
investment in Employer Stock is permitted and Participants
have the authority to direct the investment of Employer
Contributions.

1.45 B. Investment in Employer Stock within the Plan by officers or
directors of the Employer or by an individual who owns more
than 10% of the Employer's Stock is:
[X] Permitted
[ ] Not Permitted

1.45 C. The Trustee:
[ ] 1. Will vote the shares of the Employer Stock.

[X] 2. Will vote the shares of the Employer Stock in
accordance with any instructions received by the
Trustee from the Participant.

-> Option 2 must be selected if CG Trust Company
is the Trustee.

[ ] 3. May request voting instructions from the
Participants.

-33-
34
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XVII. WITHDRAWALS PRECEDING TERMINATION
--------------------------------------------------------------------------------

-> Complete only the sections for the type of contributions in your plan.

3E.1(a) A. Withdrawal of Required Employee Contributions.

-> Withdrawal may be for any reason.

[X] Not Available under the Plan.
[ ] Available under the Plan.

If available, Required Employee Contributions may be
withdrawn:

[ ] Once each 6 months.
[ ] Once each 12 months.
[ ] Other (specify): _______________.

The Contribution suspension period following a
withdrawal of Required Employee Contributions shall be:

-> You must choose one of the suspension periods shown.
Related Employer Contributions will be suspended for the
same period.

[ ] 6 months.
[ ] 12 months.
[ ] 24 months.

3E.1(b) B. Withdrawal of Voluntary Employee Contributions.

-> Withdrawal may be for any reason.

[X] Not Available under the Plan.
[ ] Available under the Plan.

If available, Voluntary Employee Contributions may be
withdrawn:
[ ] Once each 6 months.
[ ] Once each 12 months.
[ ] Other (specify): _______________.

-34-
35
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XVII. WITHDRAWALS PRECEDING TERMINATION
--------------------------------------------------------------------------------

C. Withdrawal of Elective Deferral Contributions.

[ ] Not Available under the Plan.
[X] Available under the Plan.

If available, select the conditions for withdrawal:
3E.2 [X] Withdrawal upon Participant"s attainment of
age 59 1/2.
3E.5 [X] Withdrawal for Serious Financial hardship.

-> If a Participant makes a withdrawal of Elective
Deferral Contributions due to a Serious Financial
Hardship, the Participant must be suspended from making
any additional Elective Deferral Contributions for a
period of 12 months.

D. Withdrawal of Employer Contributions (Matching, Nonelective
and/or Prior Employer Contributions).

[ ] Not Available under the Plan.
[X] Available under the Plan.
-> If Prior Employer Contributions are money purchase plan
contributions, they may not be withdrawn.

If available, select the conditions for withdrawal:
3E.3 [X] 1. Withdrawal upon Participant"s attainment of
age 59 1/2

Available from:
[X] a. Matching Contributions.
[X] b. Nonelective Contributions.
[ ] c. Prior Employer Contributions

-35-
36
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XVII. WITHDRAWALS PRECEDING TERMINATION
--------------------------------------------------------------------------------

3E.3 [ ] 2. Withdrawals to active Participants who have been
Participants for a minimum of 60 consecutive
months.

Available from:
[ ] a. Matching Contributions.
[ ] b. Nonelective Contributions.
[ ] c. Prior Employer Contributions

Frequency of withdrawal:
[ ] Once each 6 months.
[ ] Once each 12 months.
[ ] Other (specify) _______________ .

Suspension Period following withdrawal:
[ ] N/A.
[ ] 6 months.
[ ] 12 months.
[ ] 24 months.

3E.4 [ ] 3. Withdrawal for Serious Financial Hardship.

Available from:
[ ] a. Matching Contributions.
[ ] b. Nonelective Contributions.
[ ] c. Prior Employer Contributions

Prior Employer Contributions are
contributions made to the Plan by the
Employer prior to the Plan's original
and/or retirement on _______________
(fill in date).

-36-
37
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XVII. WITHDRAWALS PRECEDING TERMINATION
--------------------------------------------------------------------------------

3E.6 E. Withdrawal of Rollover Contributions:

[ ] Not Available under the Plan.
[X] Available under the Plan.

If available, Rollover Contributions may be withdrawn:
[ ] Once per Plan Year.
[ ] Every 6 months.
[ ] Every 3 months.
[ ] Every month.
[X] Anytime.

3E.6 F. Withdrawal of Qualified Voluntary Employee Contributions
(QVEC Contributions)

-> Applicable only if this is a readoption of an existing
plan. If selected, Contributions may be withdrawn for any
reason.

[X] Not Available under the Plan.
[ ] Available under the Plan.

If available, Qualified Voluntary Employee Contributions
may be withdrawn:
[ ] Once per Plan Year.
[ ] Every 6 months.
[ ] Every 3 months.
[ ] Every month.
[ ] Anytime.

-37-
38
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XVII. WITHDRAWALS PRECEDING TERMINATION
--------------------------------------------------------------------------------

3E.1(c) G. Withdrawal of Prior Required Employee Contributions

-> Withdrawal may be for any reason.

[X] Not Available under the Plan.

[ ] Available under the Plan.

If available, Prior Required Employee Contributions may
be withdrawn:
[ ] Once each 6 months.
[ ] Once each 12 months.
[ ] Other (specify) _______________.

Prior Required Employee Contributions are posttax contributions
made by Employees in order to receive an Employer contribution
and which were made before the Plan's original conversion and/or
restatement on __________ (fill in date).

3E.1(d) H. Withdrawal of Prior Voluntary Employee Contributions:

-> Withdrawal may be for any reason and may be taken at any
time.

[X] Not Available under the Plan.

[ ] Available under the Plan.

Prior Voluntary Employee Contributions are voluntary
contributions made by Employees prior to these types of
contributions being eliminated as a plan option on
_______________ (fill in date)

--------------------------------------------------------------------------------
PLAN DOCUMENT XVIII. LOANS TO PARTICIPANTS, BENEFICIARIES AND PARITIES-IN-
SECTION INTEREST
--------------------------------------------------------------------------------

5C A. Loans are permitted.
[X] Yes
-> If Yes, Plan must be trusteed
[ ] No

-38-
39
--------------------------------------------------------------------------------
PLAN DOCUMENT XVIII. LOANS TO PARTICIPANTS, BENEFICIARIES AND PARITIES-IN-
SECTION INTEREST
--------------------------------------------------------------------------------

5C B. Loans are available only from the following sources:

-> Qualified Voluntary Employee Contributions (QVEC
Contributions) may not be taken in a loan.

[X] All Sources.
[ ] List Sources:

________________________________________________________
________________________________________________________
________________________________________________________

--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XIX. RETIREMENT AND DISABILITY
--------------------------------------------------------------------------------

1.40 A. Normal Retirement Age is:

[X] 1. The date the Participant attains age 65 (not to
exceed 65).
[ ] 2. The later of:

a. The date the Participant attains age
__________ (not to exceed 65), or

b. The __________ (not to exceed 5th)
anniversary of the Participation
Commencement Date

-> Note regarding 2.b above: If, for Plan
Years beginning before January 1, 1988, Normal
Retirement Age was determined with reference to
the anniversary of the Participation
Commencement Date (more than 5 but not to
exceed 10 years), the anniversary date for
Participants who first commenced participation
under the Plan before the first Plan Year
beginning on or after January 1, 1988 shall be
the earlier of (A) the tenth anniversary of the
date the Participant commenced participation in
the Plan (or such anniversary as had been
elected by the Employer, if less than 10) or
(B) the fifth anniversary of the first day of
the first Plan Year beginning on or after
January 1, 1988. The Participation Commencement
Date is the first day of the first Plan Year in
which the Participant commenced participation
in the Plan.

-39-
40
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XIX. RETIREMENT AND DISABILITY
--------------------------------------------------------------------------------

1.18 B. Early Retirement by Participants:

1. Early Retirement by Participants is:
[X] a. Not Permitted.
[ ] b. Permitted. Subject to the following conditions:
[ ] i Age __________ (not to exceed 65).
[ ] ii Years of Service __________.
[ ] iii Age __________ (not to exceed 65) and
__________ Years of Service.
[ ] iv Age __________ (not to exceed 65) and
__________ Years of Participation.

1.16 C. Disability

1. The Employer SHALL/SHALL NOT make contributions on
behalf of disabled Participants who are Nonhighly
Compensated Employees on the basis of the Compensation
each such Participant would have received for the
Limitation Year if the Participant had been paid at the
rate of Compensation paid immediately before becoming
permanently and totally disabled.

[ ] SHALL [X] SHALL NOT

-> All such contributions are 100% vested and nonforfeitable
when made.

--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XX. DISTRIBUTION OF BENEFITS
--------------------------------------------------------------------------------

3A.1 A. Distribution of benefits should be in the form of (check all
that apply):
[X] 1. Single Sum.
[ ] 2. Life Annuity.
[X] 3. Installment Payments.
[ ] 4. Installment Refund Annuity.
[X] 5. Employer Stock, to the extent the Participant is
invested therein.

B. Distribution Timing
[ ] 1. All Participants may elect to defer their
distributions.

[X] 2. Participants who terminate employment and whose
account balances never exceeded $3,500 shall receive
an immediate, lump sum cash distribution.

-40-
41
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XX. DISTRIBUTION OF BENEFITS
--------------------------------------------------------------------------------

C. Expenses - Deferred Participants.

1. Participants who elect to defer distribution of their
benefits SHALL/SHALL NOT pay for all fees associated
with administration of their deferral payment.

[X] SHALL [ ] SHALL NOT

--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XXI. QUALIFIED PRERETIREMENT SURVIVOR ANNUITY
--------------------------------------------------------------------------------

3C.4 The Qualified Preretirement Survivor Annuity shall be:

-> 100% is required for Plans allowing only single sum
distributions.

[X] 100% to the surviving spouse.
[ ] 50% to the surviving spouse.

--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XXII. AMENDMENT TO THE PLAN
--------------------------------------------------------------------------------

7B A. The party having the authority to amend the Adoption Agreement is
the:

[ ] 1. Trustee(s).
-> Trustee(s) cannot be chosen if the Trustee is the CG Trust.
[ ] 2. Plan Administrator.
[X] 3. Plan Committee.
[ ] 4. Designated Representative of the Employer.

-41-
42
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XXIII. TOP-HEAVY PROVISIONS
--------------------------------------------------------------------------------

7A.1(i) A. Method to be used to avoid duplication of Top-Heavy Minimum
benefits when a non-Key Employee is a Participant in both this
Plan and a defined benefit plan maintained by the Employer
(select one response):

[X] 1. N/A. The Employer has no other plan(s).

[ ] 2. Single Plan Minimum Top-Heavy Allocation. A
minimum Top-Heavy contribution will be allocated
to each non-Key Employee's Participant Account in
an amount equal to:

[ ] a. The lesser of 3% of Compensation or the
highest percentage allocated to any Key
Employee.

[ ] b. ____ % of Compensation (must be at least
3%).

[ ] 3. Multiple Plans Top-Heavy Allocation. In order to
satisfy Code sections 415 and 416, and because of
the required aggregation of multiple plans, a
minimum Top-Heavy contribution will be allocated
to each non-Key Employee in an amount equal to:

[ ] a. Not Applicable. No other plan was in
existence prior to the Effective Date of
this Adoption Agreement.

[ ] b. 5% of Compensation, to be provided in a
defined contribution plan of the Employer.

[ ] c. 72% of Compensation, to be nonintegrated,
and provided in this Plan.

-> If c is chosen, for all Plan Years in which this
Plan is Top-Heavy (but not Super Top-Heavy), the
Defined Benefit and Defined Contribution fractions
shall be computed using 125%.

[ ] 4. Enter the name of the plan(s) and specify the method
under which the plan(s) will provide Top-Heavy
Minimum Benefits to non-Key Employees [include any
adjustments required under Code section 415(e)]:

-> If 4 is selected, the method specified must preclude
Employer discretion and inadvertent omissions.

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43
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XXIII. TOP-HEAVY PROVISIONS
--------------------------------------------------------------------------------

7A.1 B. Present Value: In order to establish the present value to
compute the Top-Heavy Ratio, any benefit shall be discounted
only for mortality and interest, based on:

-> Complete B only if response to A is 2,3 or 4. Fill in
all blanks.
[ ] 1. Interest Rate __________%.
[ ] 2. Mortality Table Rate __________.
[ ] 3. Valuation Date __________.

7A.2 C. Where a non-Key Employee is a Participant in this and another
defined contribution plan(s) of the Employer, choose which
plan will provide the minimum Top-Heavy contribution:

[X] 1. N/A. The Employer has no other plan.
[ ] 2. The minimum allocation will be met in this Plan.
[ ] 3. The minimum allocation will be met in the other
defined contribution plan.
Enter the name of the plan:________________________
___________________________________________________

7A.3 D. Top-Heavy Vesting Schedule. In the event the plan becomes
Top-Heavy, the vesting schedule shall be:

-> Must meet one of the schedules below and must be at least
as liberal as the vesting schedule elected in Section IX.A.

[ ] 1. 100% vesting after __________ (not to exceed 3)
years of Service.

[ ] 2. __________% vesting after 1 Year of Service.
__________% (not less than 20) vesting after 2 Years
of Service.
__________% (not less than 40) vesting after 3 Years
of Service.
__________% (not less than 60) vesting after 4 Years
of Service.
__________% (not less than 80) vesting after 5 Years
of Service.
100 % vesting after 6 Years of Service.

[X] 3. Same vesting schedule(s) as elected in Adoption
Agreement Section IX (already means Top-Heavy
minimum vesting requirements).

-> If the vesting schedule under the Plan shifts into the
above schedule for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting
schedule and the election provisions in Section 7B.1 of the
Plan shall apply.

-> The Top-Heavy vesting schedule will remain in effect even
if the Plan ceases to be Top Heavy.

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44
--------------------------------------------------------------------------------
PLAN DOCUMENT
SECTION XXIV. OTHER ADOPTING EMPLOYER
--------------------------------------------------------------------------------

6E.1, 6E.2 A. The following Adopting Employer(s) also adopt this plan and
have executed this Adoption Agreement:

-> Fill in below the names and the Employer Identification
Numbers (EINs) of Adopting Employers.

-> Must meet requirements of Plan definition of Employer,
Plan Section 1.24.

First International Bank
Employer Identification Number: 00-0000000

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45
The Employer hereby adopts the Connecticut General Life Insurance Company
Defined Contribution Prototype Profit Sharing/Thrift Plan with 401(k) Feature,
including all elections made in this Non-Standardized Adoption Agreement, and
the Employer agrees to be bound by all the terms of the Plan and by all the
terms of this Adoption Agreement and of the Annuity Contract. The Employer
further agrees that it will furnish promptly all information required by the
Trustee, if applicable, the Plan Administrator and the Insurance Company in
order to carry out their functions. The Employer shall notify the Trustee, if
applicable, the Plan Administrator and the Insurance Company promptly of any
changes in the status of the Employer which might affect the Employer's duties
and responsibilities hereunder.

The elections under this Adoption Agreement may be changed by the Employer from
time to time by a written instrument signed by the Employer, the Plan
Administrator and the Trustee, if applicable, and accepted by the Plan Sponsor.
The Employer consents to the exercise by the Plan Sponsor of the right to amend
the Plan and the Annuity Contract from time to time as it may deem necessary or
advisable.

By signing this Adoption Agreement, the Employer specifically acknowledges that
the Insurance Company has no authority: (1) to answer legal questions and that
all such questions shall be answered by legal counsel for the Employer; and (2)
to make determinations involved in the administration of the Plan and that all
such determinations shall be answered by the Employer's Plan Administrator or
other designated representative.

Upon execution of this Adoption Agreement by the Employer, the Plan shall be
effective with respect to that Employer as of the Effective Date specified
herein, provided the Plan Administrator and the Trustee, if applicable, shall
then or thereafter execute this Adoption Agreement to signify their acceptance
of their duties and responsibilities hereunder and provided further, the Plan
Sponsor will indicate its acceptance of the Employer in accordance with its
usual rules and practices.

The Adopting Employer may not rely on an opinion letter issued by the National
Office of the Internal Revenue Service as evidence that the Plan is qualified
under Internal Revenue Code section 401. In order to obtain reliance with
respect to plan qualification, the Employer must apply to the appropriate key
district office for a determination letter.

Connecticut General Life Insurance Company will inform the Employer of any
amendments made to the Plan or of the discontinuance or abandonment of such
Plan.

CAUTION: You should very carefully examine the elections you have made in this
Adoption Agreement and discuss them with your legal counsel. Failure to properly
fill out the Adoption Agreement may result in disqualification of your plan.
This Adoption Agreement may only be used in conjunction with Basic Plan Document
Number 03.

(Note: The Employer, Plan Administrator and Trustee, if applicable, must all
sign below.)

Executed at Hartford, CT , this 13th day of September, 1999.

Employer's Exact Name: First International Bancorp, Inc.

Witness: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx

Title: Executive Vice President

Additional Adopting Employer's Exact Name:__________________________

Witness: ____________________ By:___________________

Title:___________________

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46
Additional Adopting Employer's Exact Name:___________________

Witness: ____________________ By:___________________

Title:___________________

Additional Adopting Employer's Exact Name:___________________

Witness: ____________________ By:___________________

Title:___________________

Additional Adopting Employer's Exact Name:___________________

Witness: ____________________ By:___________________

Title:___________________

ACCEPTED this 13th day of September, 1999.

Witness: /s/ Xxxxxx Xxxxxxx By (Plan Administrator): /s/ Xxxxx X. Xxxxxxx

Witness:__________________________ By (Trustee): C G Trust Company

Witness:__________________________ By (Trustee):________________________________

ACCEPTED this ______________ day of _____________________, ____.

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By (Authorized Representative): _________________

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1 Exhibit 10.6 NON-STANDARDIZED PROFIT SHARING/THRIFT PLAN WITH 401(k) FEATURE ADOPTION AGREEMENT NUMBER 001-03 This Adoption Agreement, when executed by the Employer and accepted by the Plan Administrator, and the Trustee, if applicable, and accepted...

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