Bradford Bancorp S1/A IPO registration (amended) | SEC 9 Aug 07

Exhibit 10.3

Standardized 401(k) Profit Sharing Plan

ADOPTION AGREEMENT FOR

MOREHEAD PLAN ADMINISTRATORS, LTD.

STANDARDIZED 401(K) PROFIT SHARING
PLAN AND TRUST

The undersigned Employer adopts Morehead Plan Administrators, Ltd. Prototype Standardized 401(k) Profit Sharing Plan and Trust and elects the following provisions:

CAUTION: Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan.

EMPLOYER INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change in the information in this Employer Information Section.)

EMPLOYER’S NAME, ADDRESS AND TELEPHONE NUMBER

Name:

Bradford Federal Savings Bank

Address:

6900 York Road

Street

Baltimore

Maryland

21212

City

State

Zip

Telephone:

(410) 377-9600

EMPLOYER’S TAXPAYER IDENTIFICATION NUMBER

52-0253320

TYPE OF ENTITY

Corporation (including Tax-exempt or Non-profit Corporation)

Professional Service Corporation

S Corporation

Limited Liability Company that is taxed as:

a partnership or sole proprietorship

a Corporation

an S Corporation

Sole Proprietorship

Partnership (including Limited Liability)

Other:

AND, the Employer is a member of (select all that apply):

a controlled group

an affiliated service group

EMPLOYER FISCAL YEAR means the 12 consecutive month period:

Beginning on

January 1

(e.g., January 1st)

month day

and ending on

December 31

month day

PLAN INFORMATION

(An amendment to the Adoption Agreement is not needed solely to reflect a change in the information in Questions 9, through 11.)

PLAN NAME:

Bradford Federal Savings Bank 401(k) Profit Sharing Plan

EFFECTIVE DATE

This is a new Plan effective as of January 1, 2002 (hereinafter called the “Effective Date”).

This is an amendment and restatement of a previously established qualified plan of the Employer which was originally effective (hereinafter called the “Effective Date”). The effective date of this amendment and restatement is .

FOR GUST RESTATEMENTS: This is an amendment and restatement of a previously established qualified plan of the Employer to bring the Plan into compliance with GUST (GATT, USERRA, SBJPA and TRA ‘97). The original Plan effective date was (hereinafter called the “Effective Date”). Except as specifically provided in the Plan, the effective date of this amendment and restatement is .

(May enter a restatement date that is the first day of the current Plan Year. The Plan contains appropriate retroactive effective dates with respect to provisions for the appropriate laws.)

PLAN YEAR means the 12 consecutive month period:

Beginning on

January 1st

(e.g., January 1st)

month day

and ending on

December 31st

month day

EXCEPT that there will be a Short Plan Year:

N/A

beginning on

(e.g., July 1, 2000)

month day, year

and ending on

month day, year

VALUATION DATE means:

Every day that the Trustee, any transfer agent appointed by the Trustee or the Employer, and any stock exchange used by such agent are open for business (daily valuation).

The last day of each Plan Year.

The last day of each Plan Year half (semi-annual).

The last day of each Plan Year quarter.

Other (specify day or dates):

(must be at least once each Plan Year).

PLAN NUMBER assigned by the Employer

001

002

003

Other:

10.

TRUSTEES:

Individual Trustee(s) who serve as discretionary Trustee(s) over assets not subject to control by a corporate Trustee.

Name(s)		Title(s)
Dallas Arthur
Cindy Houston
Vincent Sortino


Address and Telephone number

1.	x	Use Employer address and telephone number.
2.	o	Use address and telephone number below:

Address:
			Street

			City	State	Zip
Telephone:

Corporate Trustee

Name:

Address:

Street

City

State

Zip

Telephone:

AND, the corporate Trustee shall serve as:

a directed (nondiscretionary) Trustee over all Plan assets except for the following:

a discretionary Trustee over all Plan assets except for the following:

AND, shall a separate trust agreement be used with this Plan?

Yes

NOTE:

If Yes is selected, an executed copy of the trust agreement between the Trustee and the Employer must be attached to this Plan. The Plan and trust agreement will be read and construed together. The responsibilities, rights and powers of the Trustee shall be those specified in the trust agreement.

11.

PLAN ADMINISTRATOR’S NAME, ADDRESS AND TELEPHONE NUMBER:
(If none is named, the Employer will become the Administrator.)

Employer (Use Employer address and telephone number).

Use name, address and telephone number below:

Name:

Address:

Street

City

State

Zip

Telephone:

12.

CONSTRUCTION OF PLAN

This Plan shall be governed by the laws of the state or commonwealth where the Employer’s (or, in the case of a corporate Trustee, such Trustee’s) principal place of business is located unless another state or commonwealth is specified:

ELIGIBILITY REQUIREMENTS

13.

ELIGIBLE EMPLOYEES (Plan Section 1.18)

FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN d. or c. BELOW FOR EMPLOYER CONTRIBUTIONS) means all Employees (including Leased Employees) EXCEPT:

NOTE:

If different exclusions apply to Elective Deferrals than to other Employer contributions, complete this part a.-b. for the Elective Deferral component of the Plan.

N/A. No exclusions.

The following are excluded, except that if b.3, is selected, such Employees will be included (select all that apply):

Union Employees (as defined in Plan Section 1.18)

Non-resident aliens (as defined in Plan Section 1.18)

Employees who became Employees as the result of a “Code Section 410(b)(6)(C) transaction” (as defined in Plan Section 1.18)

HOWEVER, different exclusions will apply (select c. OR d. and/or e.):

N/A. The options elected in a.-b. above apply for all purposes of the Plan.

For purposes of all Employer contributions (other than Elective Deferrals and matching contributions).

For purposes of Employer matching contributions.

IF d. OR c. IS SELECTED, the following exclusions apply for such purposes (select f. or g.):

N/A. No exclusions.

The following are excluded, except that if g. 3. is selected, such Employees will be included (select all that apply):

Union Employees (as defined in Plan Section 1.18)

Non-resident aliens (as defined in Plan Section 1.18)

Employees who became Employees as the result of a “Code Section 410(b)(6)(C) transaction” (as defined in Plan Section 1.18)

14.

THE FOLLOWING AFFILIATED EMPLOYER. (Plan Section 1.6) will adopt this Plan as a Participating Employer (if there is more than one, or if Affiliated Employers adopt this Plan after the date the Adoption Agreement is executed, attach a list to this Adoption Agreement of such Affiliated Employers including their names, addresses, taxpayer identification numbers and types of entities):

NOTE:

Regardless of the election below. Employees of an Affiliated Employer are generally treated as Employees of the Employer. However, if the transition rule for certain acquisitions and dispositions applies (Code Section 410(b)(6)(C)), then Employees of the Affiliated Employer will not be considered Employees of the Employer until the expiration of the transition period unless the Affiliated Employer actually adopts the Plan prior to such date.

N/A

Name of First Affiliated Employer:

Address:

Street

City

State

Zip

Telephone:

Taxpayer Identification Number:

AND, the Affiliated Employer is:

Corporation (including Tax-exempt, Non-profit or Professional Service Corporation)

S Corporation

Limited Liability Company that is taxed as:

a partnership or sole proprietorship

a Corporation

an S Corporation

Sole Proprietorship

Partnership (including Limited Liability)

Other:

15.

CONDITIONS OF ELIGIBILITY (Plan Section 3.1)

Any Eligible Employee will be eligible to participate in the Plan upon satisfaction of the following:

NOTE:

If the Year(s) of Service selected is or includes a fractional year, an Employee will not be required to complete any specified number of Hours of Service to receive credit for such fractional year. If expressed in months of service, an Employee will not be required to complete any specified number of Hours of Service in a particular month, unless elected in b.4. or i.4. below.

ELIGIBILITY FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN e.-k. BELOW FOR EMPLOYER CONTRIBUTIONS) (select a. or all that apply of b., c.. and d.):

NOTE:

If different conditions apply to Elective Deferrals than to other Employer contributions, complete this part a.-d. for the Elective Deferral component of the Plan.

No age or service required. (Go to c.-g. below)

Completion of the following service requirement which is based on Years of Service (or Periods of Service if the Elapsed Time Method is elected):

No service requirement

1/2 Year of Service or Period of Service

1 Year of Service or Period of Service

(not to exceed 1,000) Hours of Service within (not to exceed 12) months from the Eligible Employee’s employment commencement date. If an Employee does not complete the stated Hours of Service during the specified time period, the Employee is subject to the Year of Service requirement in b.3. above.

Other:

Three (3)Months of Service

(may not exceed one (1) Year of Service or Period of Service)

Attainment of age:

No age requirement

20 1/2

Other: (may not exceed 21)

The service and/or age requirements specified above shall be waived with respect to any Eligible Employee who was employed on and such Eligible Employee shall enter the Plan as of such date.

The requirements to be waived are (select one or both):

service requirement (will let part-time Eligible Employees in Plan)

age requirement

HOWEVER, DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (select e. OR f. and/or g.);

N/A. The options elected in a.-d. above apply for all purposes of the Plan.

For purposes of all Employer contributions (other than Elective Deferrals and matching contributions).

For purposes of Employer matching contributions.

If f. OR g. IS SELECTED, the following eligibility conditions apply for such purposes:

No age or service requirements

Completion of the following service requirement which is based on Years of Service (or Periods of Service if the Elapsed Time Method is elected):

No service requirement

1/2 Year of Service or Period of Service

1 Year of Service or Period of Service

1 1/2 Years of Service or Periods of Service

2 Years of Service or Periods of Service

Other:

(may not exceed two (2) Years of Service or Periods of Service)

NOTE:

If more than one (1) Year of Service is elected 100% immediate vesting is required.

Attainment of age:

No age requirement

20 1/2

Other: (may not exceed 21)

The service and/or age requirements specified above shall be waived with respect to any Eligible Employee who was employed on and such Eligible Employee shall enter the Plan as of such date.

The requirements to be waived are (select one or both):

service requirement (will let part-time Eligible Employees in Plan)

age requirement

16.

EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2)

An Eligible Employee who has satisfied the eligibility requirements will become a Participant for all purposes of the Plan (except as elected in g.-p. below for Employer contributions):

NOTE:

If different entry dates apply to Elective Deferrals than to other Employer contributions, complete this part a.-f. for the Elective Deferrals component of the Plan.

the day on which such requirements are satisfied.

the first day of the month coinciding with or next following the date on which such requirements are satisfied.

the first day of the Plan Year quarter coinciding with or next following the date on which such requirements are satisfied.

the earlier of the first day of the seventh month or the first day of the Plan Year coinciding with or next following the date on which such requirements are satisfied.

the first day of the Plan Year next following the date on which such requirement’s are satisfied, (Eligibility must be 1/2 Year of Service (or Period of Service) or less and age must be 20 1/2 or less.)

other: & nbsp; ,

provided that an Eligible Employee who has satisfied the maximum age (21) and service requirements (one (1) Year or Period of Service) and who is otherwise entitled to participate, shall commence participation no later than the earlier of (a) 6 months after such requirements are satisfied, or (b) the first day of the first Plan Year after such requirements are satisfied, unless the Employee separates from service before such participation date.

HOWEVER, different entry dates will apply (select g. OR h. and/or i.):

N/A. The options elected in a.-f. above apply for all purposes of the Plan.

For purposes of all Employer contributions (other than Elective Deferrals and matching contributions).

For purposes of Employer matching contributions.

IF h. OR i. IS SELECTED, the following entry dates apply for such purposes (select one):

the first day of the month coinciding with or next following the date on which such requirements are satisfied.

the first day of the Plan Year quarter coinciding with or next following the date on which such requirements are satisfied.

the first day of the Plan Year in which such requirements are satisfied.

the first day of the Plan Year in which such requirements are satisfied, if such requirements are satisfied in the first 6 months of the Plan Year, or as of the first day of the next succeeding Plan Year if such requirements are satisfied in the last 6 months of the Plan Year.

the earlier of the first day of the seventh month or the first day of the Plan Year coinciding with or next following the date on which such requirements are satisfied.

the first day of the Plan Year next following the date on which such requirements are satisfied. (Eligibility must be 1/2 (or 1 1/2 if 100% immediate Vesting is selected) Year of Service (or Period of Service) or less and age must be 20 1/2 or less.)

other: & nbsp; .

provided that an Eligible Employee who has satisfied the maximum age (21) and service requirements (one (1) Year or Period of Service (or more than one (1) year if full and immediate vesting)) and who is otherwise entitled to participate, shall commence participation no later than the earlier of (a) 6 months after such requirements are satisfied, or (b) the first day of the first Plan Year after such requirements are satisfied, unless the Employee separates from services before such participation date.

SERVICE

17.

RECOGNITION OF SERVICE WITH PREDECESSOR EMPLOYER (Plan Sections 1.57 and 1.85)

No service with a predecessor Employer shall be recognized.

Service with will be recognized except as follows (select 1. or all that apply of 2. through 4.):

N/A. no limitations.

service will only be recognized for vesting purposes.

service will only be recognized for eligibility purposes.

service prior to will not be recognized.

NOTE:

If the predecessor Employer maintained this qualified Plan, then Years of Service (and/or Periods of Service) with such predecessor Employer shall be recognized pursuant to Plan Sections 1.57 and 1.85 and b.1. will apply.

18.

SERVICE CREDITING METHOD (Plan Sections 1.57 and 1.85)

NOTE: If no elections are made in this Section, then the Hours of Service Method will be used and the provisions set forth in the definition of Year of Service in Plan Section 1.85 will apply.

ELAPSED TIME METHOD shall be used for the following purposes (select all that apply):

N/A. Plan only uses the Hours of Service Method.

all purposes. (If selected, skip to Question 19.)

eligibility to participate.

vesting.

sharing in allocations or contributions.

HOURS OF SERVICE METHOD shall be used for the following purposes (select all that apply):

N/A. Plan only uses the Elapsed Time Method.

eligibility to participate in the Plan. The eligibility computation period after the initial eligibility computation period shall.

shift to the Plan Year after the initial computation period.

be based on the date an Employee first performs an Hour of Service (initial computation period) and subsequent computation periods shall be based on each anniversary date thereof.

vesting. The vesting computation period shall be.

the Plan Year.

the date an Employee first performs an Hour of Service and each anniversary thereof.

sharing in allocations or contribution (the computation period shall be the Plan Year).

	AND, IF THE HOURS OF SERVICE METHOD IS BEING USED, the Hours of Service will be determined on the basis of the method selected below. Only one method may be selected. The method selected below will be applied to (select j. or k.):
	j.		x	all Employees.
	k.		o	salaried Employees only (for hourly Employees, actual Hours of Service will be used).

	ON THE BASIS OF:
	l.		x	actual hours for which an Employee is paid or entitled to payment.
	m.		o	days worked. An Employee will be credited with ten (10) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour or Service during the day.
	n.		o	weeks worked. An Employee will be credited with forty-five (45) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the week.
	o.		o	semi-monthly payroll periods worked. An Employee will be credited with ninety-five (95) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the semi-monthly payroll period.
	p.		o	months worked. An Employee will be credited with one hundred ninety (190) Hours of Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the month.

	AND, a Year of Service means the applicable computation period during which an Employee has completed at least:
	q.		x	1000 (may not be more than 1,000) Hours of Service (if left blank, the Plan will use 1,000 Hours of Service).

VESTING

19.	VESTING OF PARTICIPANT’S INTEREST (Plan Section 6.4(b))
	Vesting for Employer Contributions (except as otherwise elected in j. – q. below for matching contributions). The vesting schedule, based on a Participant’s Years of Service (or Periods of Service if the Elapsed Time Method is elected), shall be as follows:
	a.	x		100% upon entering Plan, (Required if eligibility requirement is greater than one (1) Year of Service or Period of Service.)

	b.	o		3 Year Cliff:

0-2 years		0	%
3 years		100	%

5 Year Cliff:

0-4 years		0	%
5 years		100	%

6 Year Graded:

0-1 years	0	%
2 years	20	%
3 years	40	%
4 years	60	%
5 years	80	%
6 years	100	%

4 Year Graded:

1 year	25	%
2 years	50	%
3 years	75	%
4 years	100	%

5 Year Graded:

1 year	20	%
2 years	40	%
3 years	60	%
4 years	80	%
5 years	100	%

7 Year Graded:

0-2 years	0	%
3 years	20	%
4 years	40	%
5 years	60	%
6 years	80	%
7 years	100	%

Other - Must be at least as liberal as either c. or g. above.

Service		Percentage

VESTING FOR EMPLOYER MATCHING CONTRIBUTIONS
The vesting schedule for Employer matching contributions, based on a Participant’s Years of Service (or Periods of Service if the Elapsed Time Method is elected) shall be as follows:
i.	x	N/A. There are no matching contributions subject to a vesting schedule OR the schedule in a.-h. above shall also apply to matching contributions.
j.	o	100% upon entering Plan. (Required if eligibility requirement is greater than one (1) Year of Service or Period of Service.)
k.	o	3 Year Cliff
l.	o	5 Year Cliff
m.	o	6 Year Graded
n.	o	4 Year Graded
o.	o	5 Year Graded
p.	o	7 Year Graded
q.	o	Other - Must be at least as liberal as either l. or p. above.

Service		Percentage

20.	FOR AMENDED PLANS (Plan Section 6.4(f))
	If the vesting schedule has been amended to a less favorable schedule, enter the pre-amended schedule below:
	a.	o	Vesting schedule has not been amended, amended schedule is more favorable in all years or prior schedule was immediate 100% vesting.
	b.	o	Pre-amended schedule:

Service		Percentage

21.	TOP HEAVY VESTING (Plan Section 6.4(c))
	If this Plan becomes a Top Heavy Plan, the following vesting schedule, based on number of Years of Service (or Periods of Service if the Elapsed Time Method is elected), shall apply and shall be treated as a Plan amendment pursuant to this Plan. Once effective, this schedule shall also apply to any contributions made before the Plan became a Top Heavy Plan and shall continue to apply if the Plan ceases to be a Top Heavy Plan unless an amendment is made to change the vesting schedule.
	a.	x	N/A (the regular vesting schedule already satisfies one of the minimum top heavy schedules).
	b.	o	6 Year Graded:

0-1 year	0	%
2 years	20	%
3 years	40	%
4 years	60	%
5 years	80	%
6 years	100	%

3 Year Cliff:

0-2 years		0	%
3 years		100	%

Other - Must be at least as liberal as either b. or c. above.

Service		Percentage

	NOTE:					This Section does not apply to the account balances of any Participant who does not have an Hour of Service after the Plan has initially become top heavy. Such Participant’s Account balance attributable to Employer contributions and Forfeitures will be determined without regard to this Section.

22.	EXCLUDED VESTING SERVICE
	a.		x		No exclusions.
	b.		o		Service prior to the Effective Date of the Plan or a predecessor plan.
	c.		o		Service prior to the time an Employee has attained age 18.

23.	VESTING FOR DEATH AND TOTAL AND PERMANENT DISABILITY
	Regardless of the vesting schedule. Participants shall become fully Vested upon (select a. or all that apply of b. and c.)
	a.		x		N/A. Apply vesting schedule, or all contributions to the Plan are fully Vested.
	b.		o		Death.
	c.		o		Total and Permanent Disability.

24.	NORMAL RETIREMENT AGE (“NRA”) (Plan Section 1.45) means the:
	a.		x		date of a Participant’s 65 birthday (not to exceed 65th).
	b.		o		later of a Participant’s birthday (not to exceed 65th) or the (not to exceed 5th) anniversary of the first day of the Plan Year in which participation in the Plan commenced.

25.	NORMAL RETIREMENT DATE (Plan Section 1.46) means the:
	a.	o		Participant’s “NRA”.
	OR (select one)
	b.		x		first day of the month coinciding with or next following the Participant’s “NRA”.
	c.		o		first day of the month nearest the Participant’s “NRA”.
	d.		o		Anniversary Date coinciding with or next following the Participant’s “NRA”.
	e.		o		Anniversary Date nearest the Participant’s “NRA”.

26.	EARLY RETIREMENT DATE (Plan Section 1.15) means the:
	a.		x		No Early Retirement provision provided.
	b.		o		date on which Participant.
	c.		o		first day of the month coinciding with or next following the date on which a Participant.
	d.		o		Anniversary Date coinciding with or next following the date on which a Participant.

	AND, if b. c., or d. is selected...
	e.	o	attains age .
	f.	o	attains age and competes at least Years of Service (or Periods of Service) for vesting purposes.

	AND, if b., c. or d. is selected, shall a Participant become fully Vested upon attainment of the Early Retirement Date?
	g.	o	Yes
	h.	o	No

COMPENSATION

27.	COMPENSATION (Plan Section 1.11) with respect to any Participant means;
	a.	x	Wages, tips and other compensation on Form W-2.
	b.	o	Section 3401(a) wages (wages for withholding purposes).
	c.	o	415 safe-harbor compensation.

	COMPENSATION shall be based on the following determination period;
	d.	x	the Plan Year.
	e.	o	the Fiscal Year coinciding with or ending within the Plan Year.
	f.	o	the calendar year coinciding with or ending within the Plan Year.
	NOTE:		The Limitation Year for Code Section 415 purposes shall be the same as the determination period for Compensation unless an alternative period is specified: (must be a consecutive twelve month period).

	ADJUSTMENTS TO COMPENSATION
	g.	o	N/A. No adjustments.
	h.	x	Compensation shall be adjusted by: (select all that apply)
			1.	x	including compensation which is not currently includible in the Participant’s gross income by reason of the application of Code Sections 125 (cafeteria plan). 132(f)(4) (qualified transportation fringe). 402(c)(3) (401(k) plan), 402(h)(1)(B) (simplified employee pension plan), 414(h) (employer pickup contributions under a governmental plan). 403(b) (tax sheltered annuity) or 457(b) (eligible deferred compensation plan)
			2.	x	excluding reimbursements or other expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation (other than deferrals specified in 1. above) and welfare benefits
			3.	x	excluding Compensation paid during the determination period while not a Participant in the component of the Plan for which the definition is being used

	HOWEVER, FOR SALARY DEFERRAL AND MATCHING PURPOSES Compensation shall be adjusted by (for salary deferral purposes the Plan automatically includes amounts in h.l. above):
	i.	o	N/A. No adjustments or same adjustments as in above
	j.	x	Compensation shall be adjusted by: (select all that apply)
			1.	x	excluding reimbursements or other expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation (other than deferrals specified in h.l. above) and welfare benefits
			2.	x	excluding Compensation paid during the determination period while not a Participant in the component of the Plan for which the definition is being used

CONTRIBUTIONS AND ALLOCATIONS

28.	SALARY REDUCTION ARRANGEMENT - ELECTIVE DEFERRALS (Plan Section 12.2) Each Participant may elect to have Compensation deferred by:
	a.	o	%.
	b.	o	up to %.
	c.	o	from % to %.
	d.	x	up to the maximum percentage allowable not to exceed the limits of Code Sections 401(k), 402(g), 404 and 415.

	AND, Participants who are Highly Compensated Employees determined as of the beginning of a Plan Year may only elect to defer Compensation by:
	e.	x	Same limits as specified above.
	f.	o	The percentage equal to the deferral limit in effect under Code Section 402(g)(3) for the calendar year that begins with or within the Plan Year divided by the annual compensation limit in effect for the Plan Year under Code Section 401(a)(17).
	MAY PARTICIPANTS make a special salary deferral election with respect to bonuses?
	g.	x	No.
	h.	o	Yes, a Participant may elect to defer up to % of any bonus.

PARTICIPANTS MAY commence salary deferrals on the effective date of participation and on January 1st, April 1st July 1st and October 1st (must be at least once each calendar year).

Participants may modify salary deferral elections:

As of each payroll period

On the first day of the month

On the first day of each Plan Year quarter

On the first day of the Plan Year or the first day of the 7th month of the Plan Year

Other: (must be at least once each calendar year)

AUTOMATIC ELECTION: Shall Participants who do not affirmatively elect to receive cash or have a specified amount contributed to the Plan automatically have Compensation deferred?

No.

Yes, by % of Compensation.

SHALL THERE BE a special effective date for the salary deferral component of the Plan?

No.

Yes, the effective date of the salary deferral component or the Plan is (enter month day, year).

29.

SIMPLE 401(k) PLAN ELECTION (Plan Section 13.1)

Shall the simple 401(k) provisions of Article XIII apply?

No. The simple 401(k) provisions will not apply.

Yes, The simple 401(k) provisions will apply.

30.

401(k) SAFE HARBOR PROVISIONS (Plan Section 12.8)

Will the ADP and/or ACP test safe harbor provisions be used? (select a, b, or c.)

No, (If selected, skip to Question 31.)

Yes, but only the ADP (and NOT the ACP) Test Safe Harbor provisions will be used.

Yes, both the ADP and ACP Test Safe Harbor provisions will be used.

IF c. is selected, does the Plan permit matching contributions in addition to any safe harbor contributions elected in d. or e. below?

No or N/A. Any matching contributions, other than any Safe Harbor Matching Contributions elected in d. below, will be suspended in any Plan Year in which the safe harbor provisions are used.

Yes, the Employer may make matching contributions in addition to any Safe Harbor Matching contributions elected in d. below. (If elected, complete the provisions of the Adoption Agreement relating to matching contributions (i.e., Questions 31. and 32.) that will apply in addition to any elections made in d. below, NOTE: Regardless of any election made in Question 31., the Plan automatically provides that only Elective Deferrals up to 6% of Compensation are taken into account in applying the match set forth in that Question and that the maximum discretionary matching contribution that may be made on behalf of any Participant is 4% of Compensation.)

THE EMPLOYER WILL MAKE THE FOLLOWING ADP TEST SAFE HARBOR CONTRIBUTION FOR THE PLAN YEAR:

NOTE:

The ACP Test Safe Harbor is automatically satisfied if the only matching contribution made to the Plan is either (1) a Basic Matching Contribution or (2) an Enhanced Matching Contribution that does not provide a match on Elective Deferrals in excess of 6% of Compensation.

Safe Harbor Matching Contribution (select l. or 2. AND 3.)

Basic Matching Contribution. The Employer will make Matching Contributions to the account of each “Eligible Participant” in an amount equal to the sum of 100% of the amount of the Participant’s Elective Deferrals that do not exceed 3% of the Participant’s Compensation, plus 50% of the amount of the Participant’s Elective Deferrals that exceed 3% of the Participant’s Compensation but do not exceed 5% of the Participant’s Compensation.

Enhanced Matching Contribution. The Employer will make Matching Contributions to the account of each “Eligible Participant” in an amount equal to the sum of:

% (may not be less than 100%) of the Participant’s Elective Deferrals that do not exceed % (if over 6% or if left blank, the ACP test will still apply) of the Participant’s Compensation, plus

% of the Participant’s Elective Deferrals that exceed % of the Participant’s Compensation but do not exceed % (if over 6% or if left blank, the ACP test will still apply) of the Participant’s Compensation.

					NOTE:				a. and b. must be completed so that, at any rate of Elective Deferrals, the matching contribution is at least equal to the matching contribution receivable if the Employer were making Basic Matching Contributions, but the rate of match cannot increase as deferrals increase. For example, if a. is completed to provide a match equal to 100% of deferrals up to 4% of Compensation, then b. need not be completed.
			3.	x	The safe harbor matching contribution will be determined on the following basis (and Compensation for such purpose will be based on the applicable period):
					a.	o		the entire Plan Year.
					b.	x		each payroll period.
					c.	o		all payroll periods ending with or within each month.
					d.	o		all payroll periods ending with or within the Plan Year quarter.
	e.	o	Nonelective Safe Harbor Contributions (select one)
			1.	o	The Employer will make a Safe Harbor Nonelective Contribution to the account of each “Eligible Participant” in an amount equal to % (may not be less than 3%) of the Employee’s Compensation for the Plan Year.
			2.	o	The Employer will make a Safe Harbor Nonelective Contribution to another defined contribution plan maintained by the Employer (specify the name of the other plan): .

	FOR PURPOSES OF THE ADP Test Safe Harbor contribution, the term “Eligible Participant” means any Participant who is eligible to make Elective Deferrals with the following exclusions:
	f.	o	Highly Compensated Employees.
	g.	o	Employees who have not satisfied the greatest minimum age and service conditions permitted under Code Section 410(a).
	h.	o	Other: (must be a category that could be excluded under the permissive or mandatory disaggregation rules of Regulations 1.401 (k)-1(b)(3) and 1.401(m)-1(b)(3)).

	SPECIAL EFFECTIVE DATE OF ADP AND ACP TEST SAFE HARBOR PROVISIONS
	i.	x	N/A. The safe harbor provisions are effective as of the later of the Effective Date of this Plan or, if this is an amendment or restatement, the effective date of the amendment or restatement.
	j.	o	The ADP and ACP Test Safe Harbor provisions are effective for the Plan Year beginning:
			(enter the first day of the Plan Year for which the provisions are (or, for GUST updates, were) effective and, if necessary, enter any other special effective dates that apply with respect to the provisions).

31.	FORMULA FOR DETERMINING EMPLOYER MATCHING CONTRIBUTIONS (Plan Section 12.1(a)(2))
	NOTE:		Regardless of any election below, if the ACP test safe harbor is being used (i.e., Question 30.c. is selected), then the Plan automatically provides that only Elective Deferrals up to 6% of Compensation are taken into account in applying the match set forth below and that the maximum discretionary matching contribution that may be made on behalf of any Participant is 4% of Compensation.
	a.	x	N/A. There will not be any matching contributions (Skip to Question 33).
	b.	o	The Employer... (select 1, or 2.)
			1.	o	may make matching contributions equal to a discretionary percentage, to be determined by the Employer, of the Participant’s Elective Deferrals.
			2.	o	will make matching contributions equal to % (e.g., 50) of the Participant’s Elective Deferrals, plus:
					a.		o		N/A.
					b.		o		an additional discretionary percentage, to be determined by the Employer.

			AND, in determining the matching contribution above, only Elective Deferrals up to the percentage or dollar amount specified below will be matched: (select 3. and/or 4.OR 5.)
			3.	o	% of a Participant’s Compensation.
			4.	o	$ .
			5.	o	a discretionary percentage of a Participant’s Compensation or a discretionary dollar amount, the percentage or dollar amount to be determined by the Employer on a uniform basis to all Participants.
	c.	o	The Employer may make matching contributions equal to a discretionary percentage, to be determined by the Employer, of each tier, to be determined by the Employer, of the Participant’s Elective Deferrals.
	d.	o	The Employer will make matching contributions equal to the sum of % of the portion of the Participant’s Elective Deferrals which do not exceed % of the Participant’s Compensation or $ plus % of the portion of the Participant’s Elective Deferrals which exceed % of the Participant’s Compensation or $ , but does not exceed % of the Participant’s Compensation or $ .
	NOTE:		If c. or d. above is elected, the rate of matching contributions must decrease as a Participant’s Elective Deferrals or Years of Service (or Periods of Service) increase.

	PERIOD OF DETERMINING MATCHING CONTRIBUTIONS
	Matching contributions will be determined on the following basis (and any Compensation or dollar limitation used in determining the match will be based on the applicable period):
	e.	o	the entire Plan Year.
	f.	o	each payroll period.
	g.	o	all payroll periods ending within each month.
	h.	o	all payroll periods ending with or within the Plan Year quarter.

	THE MATCHING CONTRIBUTION MADE ON BEHALF OF ANY PARTICIPANT for any Plan Year will not exceed:
	i.	o	N/A.
	j.	o	$ .

	MATCHING CONTRIBUTIONS WILL BE MADE ON BEHALF OF:
	k.	o	all Participants.
	l.	o	only Non-Highly Compensated Employees.

	SHALL THE MATCHING CONTRIBUTIONS BE QUALIFIED MATCHING CONTRIBUTIONS?
	m.	o	Yes. If elected, ALL matching contributions will be fully Vested and will be subject to restrictions on withdrawals. In addition, Qualified Matching Contributions may be used in either the ADP or ACP test.
	n.	o	No.

32.	ONLY PARTICIPANTS WHO SATISFY THE FOLLOWING CONDITIONS WILL BE ELIGIBLE TO SHARE IN THE ALLOCATION OF MATCHING CONTRIBUTIONS:

	REQUIREMENTS FOR PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR: Participants who are actively employed at the end of the Plan Year will share in allocations regardless of the service completed during such Plan Year.

	REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR (except as provided in c. through e. below)
	a.	o	A Participant must complete more than Hours of Service (not more than 500) or, if the Elapsed Time Method is elected. months of service (not more than there (3)).
	b.	o	Participants will share in such allocations, regardless of service.

	PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR due to the following shall be eligible to share in the allocation of matching contributions regardless of the above conditions (select all that apply):
	c.	o	Death.
	d.	o	Total and Permanent Disability.
	e.	o	Early or Normal Retirement.

33.	FORMULA FOR DETERMINING EMPLOYER’S PROFIT SHARING CONTRIBUTION (Plan Section 12.1(a)(3))
	a.	x	N/A. No Employer Profit Sharing Contributions may be made (other than top heavy minimum contributions) (Skip to Question 34.)
	b.	o	Discretionary, to be determined by the Employer, not limited to current or accumulated Net Profits.
	c.	o	Discretionary, to be determined by the Employer, out of current or accumulated Net Profits.

	CONTRIBUTION ALLOCATIONS If b. or c. above is selected, the Employer’s discretionary profit sharing contribution for a Plan Year will be allocated as follows:

	d.	o	NON-INTEGRATED ALLOCATION
			1.	o	In the same ratio as each Participant’s Compensation bears to the total of such Compensation of all Participants.
			2.	o	In the same dollar amount to all Participants (per capita).
			3.	o	In the same dollar amount per Hour of Service completed by each Participant.

	e.	o	INTEGRATED ALLOCATION In accordance with Plan Section 4.3(b)(2). based on a Participant’s Compensation in excess of:
			1.	o	The Taxable Wage Base.
			2.	o	% (not to exceed 100%) of the Taxable Wage Base. (See Note below)
			3.	o	80% of the Taxable Wage Base plus $1,00.
			4.	o	$ (not greater than the Taxable Wage Base). (See Note below)

			NOTE:	The integration percentage of 5.7% shall be reduced to:
				1.	4.3% if 2. or 4, above is more than 20% and less than or equal to 80% of the Taxable Wage Base.
				2.	5.4% if 3. is elected or if 2. or 4,above is more than 80% of the Taxable Wage Base.

34.	QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 12.l(a)(4))
	NOTE:		Regardless of any election made in this Question, the Plan automatically permits Qualified Non-Elective Contributions to correct a failed ADP or ACP test.
	a.	x	N/A. There will be no additional Qualified Non-Elective Contributions except as otherwise provided in the Plan.
	b.	o	The Employer will make a Qualified Non-Elective Contribution equal to % of the total Compensation of those Participants eligible to Share in the allocations.
	c.	o	The Employer may make a Qualified Non-Elective Contribution in an amount to be determined by the Employer, to be allocated in proportion to the Compensation of those Participants eligible to share in the allocations.
	d.	o	The Employer may make a Qualified Non-Elective Contribution in an amount to be determined by the Employer, to be allocated equally to all Participants eligible to share in the allocations (per capita).

	AND, if b., c. or d. is selected, the Qualified Non-Elective Contributions above will be made on behalf of:
	e.	o	all Participants.
	f.	o	only Non-Highly Compensated Employees.

35.	REQUIREMENTS TO SHARE IN ALLOCATIONS OF EMPLOYER DISCRETIONARY PROFIT SHARING CONTRIBUTION, QUALIFIED NON-ELECTIVE CONTRIBUTIONS (other than Qualified Non-Elective Contributions under Plan Sections l2.5(c) and 12.7(g)) AND FORFEITURES

	REQUIREMENTS FOR PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR: Participants who are actively employed at the end of the Plan Year will share in allocations regardless of the service completed during such Plan Year.

	REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR (except as provided in d. through f. below)
	a.	x	N/A. Plan does not permit such contributions and all contributions under the Plan are fully Vested.
	b.	o	A Participant must complete more than Hours of Service (not more than 500) (or months of service (not more than three (3)) if the Elapsed Time Method is elected).
	c.	o	Participants will share in such allocations, regardless of service.

	PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR due to the following will be eligible to share in the allocations regardless of the above conditions (select all that apply):
	d.	o	Death.
	e.	o	Total and Permanent Disability.
	f.	o	Early or Normal Retirement.

36.	FORFEITURES (Plan Sections 1.27 and 4.3(e))
	Except as provided in Plan Section 1.27, a Forfeiture will occur (if no election is made, a. will apply):
	a.	x	as of the earlier of (l) the last day of the Plan Year in which the Former Participant incurs five (5) consecutive 1-Year Breaks in Service, or (2) the distribution of the entire Vested portion of the Participant’s Account.
	b.	o	as of the last day of the Plan Year in which the Former Participant incurs five (5) consecutive 1-Year Breaks in Service.

	Will Forfeitures first be used to pay any administrative expenses?
	c.	o	Yes.
	d.	x	No.

	AND, EXCEPT as otherwise provided below with respect to Forfeitures attributable to matching contributions, any remaining Forfeitures will be…
	e.	o	added to any Employer discretionary contribution.
	f.	x	used to reduce any Employer contribution.
	g.	o	added to any Employer matching contribution and allocated as an additional matching contribution.
	h.	o	allocated to all Participants eligible to share in the allocations in the same proportion that each Participant’s Compensation for the Plan Year bears to the Compensation of all Participants for such year.

FORFEITURES OF MATCHING CONTRIBUTIONS WILL BE...
	i		x			N/A. Same as above or no matching contributions.
		j.	o	used to reduce the Employer’s matching contribution.
		k.	o	added to any Employer matching contribution and allocated as an additional matching contribution.
		l.	o	added to any Employer discretionary profit sharing contribution.
		m.	o	allocated to all Participants eligible to share in the matching allocations (regardless of whether a Participant elected any salary reductions) in proportion to each such Participant’s Compensation for the year.
		n.	o	allocated to all Non-Highly Compensated Employees eligible to share in the matching allocations (regardless of whether a Participant elected any salary reductions) in proportion to each such Participant’s Compensation for the year.

37.		ALLOCATIONS OF EARNINGS (Plan Section 4.3(c))
		Allocations of earnings with respect to amounts which are not subject to Participant directed investments and which are contributed to the Plan after the previous Valuation Date will be determined…
		a.	x		N/A. All assets in the Plan are subject to Participant investment direction.
		b.	o		by using a weighted average based on the amount of time that has passed between the date a contribution or distribution was made and the date of the prior Valuation Date.
		c.	o		by treating one-half of all such contributions as being a part of the Participant’s nonsegregated account balance as of the previous Valuation Date.
		d.	o		by using the method specified in Plan Section 4.3(c) (balance forward method).
		e.	o		other:
					(must be a definite predetermined formula that is not based on Compensation and that satisfies the nondiscrimination requirements of Regulation 1.401 (a)(4)-4 and is applied uniformly to all Participants).

38.		LIMITATIONS ON ALLOCATIONS (Plan Section 4.4)
		If any Participant is covered under another qualified defined contribution plan maintained by the Employer, other than a Master or Prototype Plan, or if the Employer maintains a welfare benefit fund, as defined in Code Section 419(c), or an individual medical account, as defined in Code Section 415(1)(2), under which amounts are treated as Annual Additions with respect to any Participant in this Plan:
		a.	x			N/A. The Employer does not maintain another qualified defined contribution plan other than a paired plan.
		b.	o			The provisions of Plan Section 4.4(b) will apply as if the other plan were a Master or Prototype Plan.
		c.	o			Specify 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:

		NOTE:					If b. or c. is selected, an Employer may not rely on the opinion letter issued by the Internal Revenue Service that this Plan is qualified under Code Section 401.

		IF ANY PARTICIPANT is a Participant in a qualified defined benefit plan maintained by the Employer:
		d.	o				N/A. The Employer does not maintain, and has never maintained, a qualified defined benefit plan OR the provisions of Code Section 415(c) no longer apply to the Plan.
		e.	x					N/A. The provisions of Code Section 415(c) no longer apply to this Plan effective with respect to Limitation Years beginning after December 31, 1999, or if later (if a later date is entered, this Plan will not be considered a safe harbor plan under Code Section 401(a)(4) and the Regulations thereunder).
		f.	o					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’s contribution that would otherwise be made on the Participant’s behalf during the Limitation Year would cause the 1.0 limitation to be exceeded, the rate of contribution under this Plan will be reduced so that the sum of the fractions equals 1.0. If the 1.0 limitation is exceeded because of an Excess Amount, such Excess Amount will be reduced in accordance with Section 4.5 of the Plan.
		g.	o					Specify the method under which the plans involved will satisfy the 1.0 limitation in a manner that precludes Employer discretion:

		NOTE:							If f. or g. is selected, an Employer may not rely on the opinion letter issued by the Internal Revenue Service that this Plan is qualified under Code Section 401.

DISTRIBUTIONS

39.	FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)
	Distributions under the Plan may be made in (select all that apply)...
	a.	x		lump-sums.
	b.	x		substantially equal installments.
	c.	o		partial withdrawals provided the minimum withdrawal) is $ .

	AND, pursuant to Plan Section 6.12.
	d.	x			no annuities are allowed (Plan Section 6.12(b) will apply and the joint and survivor rules of Code Sections 401(a)(11) and 417 will not apply to the Plan).

				AND, if this is an amendment that is eliminating annuities, then an annuity form of payment is not available with respect to distributions that have an Annuity Starting Date beginning on or after:
				1.		x	N/A
				2.		o	(may not be retroactive date), except that regardless of the date entered, the amendment will not be effective prior to the time set forth in Plan Section 8.1(c).

	e.	o		annuities are allowed as the normal form of distribution (Plan Section 6.12 will not apply and the joint and survivor rules of Code Sections 401(a)(11) and 417 will automatically apply). If elected, the Pre-Retirement Survivor Annuity (minimum spouse’s death benefit) will be equal to:
				1.		o	100% of Participant’s interest in the Plan.
				2.		o	50% of Participant’s interest in the Plan.
				3.		o	% (may not be less than 50%) of a Participant’s interest in the Plan.

				AND, the normal form of the Qualified Joint and Survivor Annuity will be joint and 50% survivor annuity unless otherwise elected below:
				4.		o	N/A.
				5.		o	Joint and 100% survivor annuity.
				6.		o	Joint and 75% survivor annuity.
				7.		o	Joint and 66 2/3 % survivor annuity.

	NOTE:			If only a portion the Plan assets may be distributed in an annuity form of payment, then select d. AND c. and the assets subject to the joint and survivor annuity provisions will be those assets attributable to (specify): (e.g., the money purchase pension plan that was merged into this plan).

	AND, distributions may be made in…
	f.	o		cash only (except for insurance or annuity contracts).
	g.	x		cash or property.

40.	CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
	Distributions upon termination of employment pursuant to Plan Section 6.4(a) of the Plan will not be made unless the following conditions have been satisfied:
	a.	o		No distributions may be made until a Participant has reached Early or Normal Retirement Date.
	b.	x		Distributions may be made as soon as administratively feasible at the participant’s election.
	c.	o		The Participant has incurred 1-Year Break(s) in Service (or Period(s) of Severance if the Elapsed Time Method is elected).
	d.	o		Distributions may be made at the Participant’s election as soon as administratively feasible after the Plan Year coincident with or next following termination of employment.
	e.	o		Distributions may be made at the Participant’s election as soon asadministratively feasible after the Plan year quarter coincident with or next following termination of employment.
	f.	o		Distributions may be made at the Participant’s election as soon as administratively feasible after the Valuation Date coincident with or next following termination of the employment.
	g.	o		Distributions may be made at the Participant’s election as soon as administratively feasible months following terminations of employment.
	h.	o		Other:
				(must be objective conditions which are ascertainable and are not subject to Employer discretion except as otherwise permitted in Regulation 1.411(d)-4 and may not exceed the limits of Code Section 401(a)(14) as set forth in Plan Section 6.7).

41.	INVOLUNTARY DISTRIBUTIONS
	Will involuntary distributions of amounts less than $5.000 be made in accordance with the provisions of Sections 6.4, 6.5 and 6.6?
	a.		x	Yes
	b.		o	No

42.	MINIMUM DISTRIBUTION TRANSITIONAL RULES (Plan Section 6.5(c))
	NOTE:		This Section does not apply to (1) a new Plan or (2) an amendment or restatement of an existing Plan that never contained the provisions of Code Section 401(a)(9) as in effect prior to the amendments made by the Small Business Job Protection Act of 1996 (SBJPA).
	The “required beginning date” for a Participant who is not a “five percent (5%) owner” is:
	a.	x	N/A. (This is a new Plan or this Plan has never included the pre-SBJPA provisions.)
	b.	o	April 1st of the calendar year following the year in which the Participant attains age 70 1/2. (The pre-SBJPA rules will continue to apply.)
	c.	o	April 1st of the calendar year following the later of the year in which the Participant attains age 70 1/2 or retires (the post-SBJPA rules), with the following exceptions (select one or both and if no election is made, both will apply effective as of January 1, 1996):
			1.	o	A Participant who was already receiving required minimum distributions under the pre-SBJPA rules as of (not earlier than January 1, 1996) may elect to stop receiving distributions and have them recommence in accordance with the post-SBJPA rules. Upon the recommencement of distributions, if the Plan permits annuities as a form of distribution then the following will apply:
					a.	o	N/A. Annuity distributions are not permitted.
					b.	o	Upon the recommencement of distributions, the original Annuity Starting Date will be retained.
					c.	o	Upon the recommencement of distributions, a new Annuity Starting Date is created.
			2.	o	A Participant who had not begun receiving required minimum distributions as of (not earlier than January 1, 1996) may elect to defer commencement of distributions until retirement. The option to defer the commencement of distributions (i.e., to elect to receive in-service distributions upon attainment of age 70 1/2) will apply to all such Participants unless the option below is elected:
					a.	o	N/A
					b.	o	The in-service distribution option is eliminated with respect to Participants who attain age 70 1/2 in or after the calendar year that begins after the later of (1) December 31, 1998, or (2) the adoption date of the amendment and restatement to bring the Plan into compliance with SBJPA. (This option may only be elected if the amendment to eliminate the in-service distribution is adopted no later than the last day of the remedial amendment period that applies to the Plan for changes under SBJPA.)

43.	DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h))
	Distributions upon the death of a Participant prior to receiving any benefits shall…
	a.	x	be made pursuant to the election of the Participant or beneficiary.
	b.	o	begin within 1 year of death for a designated beneficiary and be payable over the life (or over a period not exceeding the life expectancy) of such beneficiary, except that if the beneficiary is the Participant’s spouse, begin prior to December 31st of the year in which the Participant would have attained age 70 1/2.
	c.	o	be made within 5 (or if lesser ) years of death for all beneficiaries.
	d.	o	be made within 5 (or if lesser ) years of death for all beneficiaries, except that if the beneficiary is the Participant’s spouse, begin prior to December 31st of the year in which the Participant would have attained age 70 1/2 and be payable over the life (or over a period not exceeding the life expectancy) of such surviving spouse.

44.	HARDSHIP DISTRIBUTIONS (Plan Sections 6.11 and/or 12.9)
	a.	o	No hardship distributions are permitted.
	b.	x	Hardship distributions are permitted from the following accounts (select all that apply):
			1.	o	All accounts.
			2.	x	Participant’s Elective Deferral Account.
			3.	o	Participant’s Account attributable to Employer matching contributions.
			4.	o	Participant’s Account attributable to Employer profit sharing contributions.
			5.	x	Participant’s Rollover Account.
			6.	o	Participant’s Transfer Account.
			7.	o	Participant’s Voluntary Contribution Account.
	NOTE:		Distributions from a Participant’s Elective Deferral Account are limited to the portion of such account attributable to such Participant’s Elective Deferrals (and earnings attributable thereto up to December 31, 1988). Hardship distributions are not permitted from a Participant’s Qualified Non-Elective Account (including any 401(k) Safe Harbor Contributions) or Qualified Matching Contribution Account.

	AND, shall the safe harbor hardship rules of Plan Section 12.9 apply to distributions made from all accounts? (Note: The safe harbor hardship rules automatically apply to hardship distributions of Elective Deferrals.)
	c.	x	No or N/A. The provisions of Plan Section 6.11 apply to hardship distributions from all accounts other than a Participant’s Elective Deferral Account.
	d.	o	Yes. The provisions of Plan Section 12.9 apply to all hardship distributions.

	AND, are distributions restricted to those accounts in which a Participant is fully Vested?
	e.	x	Yes. distributions may only be made from accounts which are fully Vested.
	f.	o	No. (If elected, the fraction at Plan Section 6.5(h) shall apply in determining vesting of the portion of the account balance not withdrawn).

	AND, the minimum hardship distribution shall be...
	g.	x	N/A. There is no minimum.
	h.	o	$ (may not exceed $1,000).

45.	IN-SERVICE DISTRIBUTIONS (Plan Section 6.10)
	a.	x	In-service distributions may not be made (except as otherwise elected for Hardship Distributions).
	b.	o	In-service distributions may be made to a Participant who has not separated from service provided any of the following condition have been satisfied (select all that apply):
			1.	o	the Participant has attained age .
			2.	o	the Participant has reached Normal Retirement Age.
			3.	o	the Participant has been a Participant in the Plan for at least years (may not be less than five (5)).
			4.	o	the amounts being distributed have accumulated in the Plan for at least two (2) years.

	AND, in-service distributions are permitted from the following accounts (select all that apply):
	c.	o	All accounts.
	d.	o	Participant’s Elective Deferral Account.
	e.	o	Qualified Matching Contribution Account and portion of Participant’s Account attributable to Employer matching contributions.
	f.	o	Participant’s Account attributable toEmployer profit sharing contributions.
	g.	o	Qualified Non-Elective Contribution Account.
	h.	o	Participant’s Rollover Account.
	i.	o	Participant’s Transfer Account.
	j.	o	Participant’s Voluntary Contribution Account.
	NOTE:		Distributions from a Participant’s Elective Deferral Account. Qualified Matching Contribution Account and Qualified Non-Elective Account (including 401(k) Safe Harbor Contributions) are subject to restrictions and generally may not be distributed prior to age 59 1/2.

	AND, are distributions restricted to those accounts in which a Participant is fully Vested?
	k.	o	Yes. distributions may only be made from accounts which are fully Vested.
	l.	o	No. (If elected, the fraction at Plan Section 6.5(h) will apply in determining vesting of the portion of the account balance not withdrawn.)

	AND, the minimum distribution shall be...
	m.	o	N/A. There is no minimum.
	n.	o	$ (may not exceed $1,000).

NONDISCRIMINATION TESTING

46.	HIGHLY COMPENSATED EMPLOYEE (Plan Section 1.31)
	NOTE:		If this is a GUST restatement, complete the questions in this section retroactively to the first Plan Year beginning after 1996.

	Top-Paid Group Election. Will the top-paid group election be made? (The election made below for the latest year will continue to apply to subsequent Plan Years unless a different election is made.)
	a.	o	Yes. for the Plan Year beginning in: .
	b.	x	No. for the Plan Year beginning in: January 1, 2002.

	Calendar Year Data Election. Will the calendar year data election be used?
	(The election made below for the latest year will continue to apply to subsequent Plan Years unless a different election is made.)
	c.	o	Yes. for the Plan Year beginning in: .
	d.	x	No. for the Plan Year beginning in: January 1, 2002.

47.	ADP AND ACP TESTS (Plan Sections 12.4 and 12.6). The ADP ratio and ACP ratio for Non-Highly Compensated Employees will be based on the following. The election made below for the latest year will continue to apply to subsequent Plan Years unless the Plan is amended to a different election.
	a.		x			N/A. This Plan satisfies the ADP Test Safe Harbor rules and there are no contributions subject to an ACP test or for all Plan Years beginning in or after the Effective Date of the Plan or, in the case of an amendment and restatement, for all Plan Years to which the amendment and restatement relates.
	b.		o		PRIOR YEAR TESTING: The prior year ratio will be used for the Plan Year beginning in . (Note: If this election is made for first year the Code Section 401(k) or 401(m) feature is added to this Plan (unless this Plan is a successor plan), the amount taken into account as the ADP and ACP of Non-Highly Compensated Employees for the preceding Plan Year will be 3%.)
	c.		o		CURRENT YEAR TESTING: The current year ratio will be used for the Plan Year beginning in .
	NOTE:				In any Plan Year where the ADP Test Safe Harbor is being used but not the ACP Test Safe Harbor, then c. above must be used if an ACP test applies for such Plan Year.

TOP HEAVY REQUIREMENTS

48.	TOP HEAVY DUPLICATIONS (Plan Section 4.3(i)): When a Non-Key Employee is a Participant in this Plan and a Defined Benefit Plan maintained by the Employer, indicate which method shall be utilized to avoid duplication of top heavy minimum benefits: (If b., c., d. or e. is elected, f. must be completed.)
	a.	o			N/A. The Employer does not maintain a Defined Benefit Plan other than a paired plan. (Go to next Question)
	b.	o			The full top heavy minimum will be provided in each plan (if selected, Plan Section 4.3(i) shall not apply).
	c.	o			5% defined contribution minimum.
	d.	x			2% defined benefit minimum.
	e.	o			Specify the method under which the Plans will provide top heavy minimum benefits for Non-Key Employees that will preclude Employer discretion and avoid inadvertent omissions:

	NOTE:				If c. or d. is selected and both plans do not cover the same Employees, or if e. is selected, then an Employer may not rely on the opinion letter issued by the Internal Revenue Service that this Plan is qualified under Code Section 401.

	AND, the “Present Value of Accrued Benefit” (Plan Section 9.2) for Top Heavy purposes shall be based on...
	f.	x			Interest rate: 7.5%
					Mortality Table: GATT Mortality Table as promulgated by Rev. Rul. 95-6

49.	TOP HEAVY DUPLICATIONS (Plan Section 4.3(f)): When a Non-Key Employee is a Participant in this Plan and another defined contribution plan maintained by the Employer, indicate which method shall be utilized to avoid duplication of top heavy minimum benefits:
	a.	x			N/A. The Employer does not maintain another qualified defined contribution plan other than a paired plan.
	b.	o			The full top heavy minimum will be provided in each plan.
	c.	o			A minimum, non-integrated contribution of 3% of each Non-Key Employee’s 415 Compensation shall be provided in the Money Purchase Plan (or other plan subject to Code Section 412), where the Employer maintains two (2) or more non-paired Defined Contribution Plans.
	d.	o			Specify the method under which the Plans will provide top heavy minimum benefits for Non-Key Employees that will preclude Employer discretion and avoid inadvertent omissions, including any adjustments required under Code Section 415:

	NOTE:				If c. is selected and both plans do not cover the same Employees, or if d. is selected, then an Employer may not rely on the opinion letter issued by the Internal Revenue Service that this Plan is qualified under Code Section 401.

MISCELLANEOUS

50.	LOANS TO PARTICIPANTS (Plan Section 7.6)
	a.			o		Loans are not permitted.
	b.			x	Loans are permitted.

	IF loans are permitted (select all that apply)…
	c.	x	loans will be treated as a Participant directed investment.
	d.	o	loans will only be made for hardship or financial necessity.
	e.	x	the minimum loan will be $1,000 (may not exceed $1,000).
	f.	x	a Participant may only have one (1) (e.g., one (1)) loan(s) outstanding at any time.
	g.	x	all outstanding loan balances will become due and payable in their entirely upon the occurrence of a distributable event (other than satisfaction of the conditions for an in-service distribution).
	h.	x	loans will only be permitted from the following accounts (select all that apply):
			1.	x	All accounts.
			2.	o	Participant’s Elective Deferral Account.
			3.	o	Qualified Matching Contribution Account and/or portion of Participant’s Account attributable to Employer matching contributions.
			4.	o	Participant’s Account attributable to Employer profit sharing contributions.
			5.	o	Qualified Non-Elective Contribution Account.
			6.	o	Participant’s Rollover Account.
			7.	o	Participant’s Transfer Account.
			8.	o	Participant’s Voluntary Contribution Account.
	NOTE:		Department of Labor Regulations require the adoption of a separate written loan program setting forth the requirements outlined in Plan Section 7.6.

51.	DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.10)
	a.	o	Participant directed investments are not permitted.
	b.	x	Participant directed investments are permitted for the following accounts (select all that apply):
			1.	x	All accounts.
			2.	o	Participant’s Elective Deferral Account.
			3.	o	Qualified Matching Contribution Account and/or portion of Participant’s Account attributable to Employer matching contributions.
			4.	o	Participant’s Profit Sharing Account.
			5.	o	Qualified Non-Elective Contribution Account.
			6.	o	Participant’s Rollover Account.
			7.	o	Participant’s Transfer Account.
			8.	o	Participant’s Voluntary Contribution Account.
			9.	o	Other:

	AND, is it intended that the Plan comply with Act Section 404(c) with respect to the accounts subject to Participant investment direction?
	c.	x	No.
	d.	o	Yes

	AND, will voting rights on directed investments be passed through to Participants?
	e.	x	No, Employer stock is not an alternative OR Plan is not intended to comply with Act Section 404(c).
	f.	o	Yes, for Employer stock only.
	g.	o	Yes, for all investments.

52.	ROLLOVERS (Plan Section 4.6)
	a.	o	Rollovers will not be accepted by this Plan.
	b.	x	Rollovers will be accepted by this Plan.

	AND, if b. is elected, rollovers may be accepted...
	c.	o	from any Eligible Employee, even if not a Participant.
	d.	x	from Participants only.

	AND, distributions from a Participant’s Rollover Account may be made...
	e.	o	at any time.
	f.	x	only when the Participant is otherwise entitled to a distribution under the Plan.

53.	AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8)
	a.	x	After-tax voluntary Employee contributions will not be allowed.
	b.	o	After-tax voluntary Employee contributions will be allowed.

54.	LIFE INSURANCE (Plan Section 7.5)
	a.	x	Life insurance may not be purchased.
	b.	o	Life insurance may be purchased at the option of the Administrator.
	c.	o	Life insurance may be purchased at the option of the Participant.

AND, if b. or c. is elected, the purchase of initial or additional life insurance will be subject to the following limitations (select all that apply):
d.	o	N/A, no limitations.
e.	o	each initial Contract will have a minimum face amount of $ .
f.	o	each additional Contract will have a minimum face amount of $ .
g.	o	the Participant has completed Years of Service (or Periods of Service).
h.	o	the Participant has completed Years of Service (or Periods of Service) while a Participant in the Plan.
i.	o	the Participant is under age on the Contract issue date.
j.	o	the maximum amount of all Contracts on behalf of a Participant may not exceed $ .
k.	o	the maximum face amount of any life insurance Contract will be $ .

The adopting Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the plan is qualified under Code Section 401 except to the extent provided in Rev. Proc. 2000-20, 2000-6 I.R.B. 553 and Announcement 2001-77, 2001-30 I.R.B.

An Employer who has ever maintained or who later adopts any plan (including a welfare benefit fund, as defined in Code Section 419(c), which provides post-retirement medical benefits allocated to separate accounts for key employees, as defined in Code Section 419A(d)(3), or an individual medical account, as defined in Code Section 415(1)(2)) in addition to this Plan may not rely on the opinion letter issued by the National Office of the Internal Revenue Service with respect to the requirements of Code Sections 415 and 416.

If the Employer who adopts or maintains multiple plans wishes to obtain reliance with respect to the requirements of Code Sections 415 and 416, application for a determination letter must be made to Employee Plan Determinations of the Internal Revenue Service.

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

This Adoption Agreement may be used only in conjunction with basic Plan document #01. This Adoption Agreement and the basic Plan document shall together be known as Morehead Plan Administrators. Ltd. Prototype Standardized 401(k) Profit Sharing Plan and Trust #01-006.

The adoption of this Plan, its qualification by the IRS, and the related tax consequences are the responsibility of the Employer and its independent tax and legal advisors.

Morehead Plan Administrators, Ltd. will notify the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Plan. Furthermore, in order to be eligible to receive such notification, we agree to notify Morehead Plan Administrators, Ltd. of any change in address.

This Plan may not be used, and shall not be deemed to be a Prototype Plan, unless an authorized representative of Morehead Plan Administrators, Ltd. has acknowledged the use of the Plan. Such acknowledgment is for administerial purposes only. It acknowledges that the Employer is using the Plan but does not represent that this Plan, including the choices selected on the Adoption Agreement, has been reviewed by a representative of the sponsor or constitutes a qualified retirement plan.

Morehead Plan Administrators, Ltd.

By:

With regard to any questions regarding the provisions of the Plan, adoption of the Plan, or the effect of an opinion letter from the IRS, call or write (this information must be completed by the sponsor of this Plan or its designated representative):

Name:		Morehead Plan Administrators, Ltd.

Address:		817 East Morehead Street, Suite 300

		Charlotte North Carolina 28202

Telephone:		(704) 376-4420

The Employer and Trustee hereby cause this Plan to be executed on January 1, 2002.

Furthermore, this Plan may not be used unless acknowledged by Morehead Plan Administrators, Ltd. or its authorized representative.

EMPLOYER:

BRADFORD FEDERAL SAVINGS BANK

By:

o	The signature of the Trustee appears on a separate trust agreement attached to the Plan,

/s/ Dallas Arthur
DALLAS ARTHUR	TRUSTEE

/s/ Cindy Houston
CINDY HOUSTON	TRUSTEE

/s/ Vincent Sortino
VINCENT SORTINO	TRUSTEE

PARTICIPATING EMPLOYER


By:
PARTICIPATING EMPLOYER (attach additional signature pages as necessary):

By:

Bradford Bancorp Inactive S-1/AIPO registration (amended)