ADA-ES, INC. PROFIT SHARING RETIREMENT PLAN

1. EMPLOYER ( 1.23 ).

Name: ADA-ES, Inc.

Address: 8100 Southpark Way, Unit B, Littleton, Colorado 80120-4527

Phone number: 303-734-1727

E-mail (optional) :                             

Employer’s Taxable Year: December 31

EIN: 84-1457385

2. PLAN ( 1.40 ).

Name: ADA-ES, Inc. Profit Sharing Retirement Plan

Plan number: 001 (3-digit number for Form 5500 reporting)

Trust EIN (optional) :                             

3. PLAN/LIMITATION YEAR (1.42/1.33) . Plan Year and Limitation Year mean the 12 consecutive month period (except for a short Plan/Limitation Year) ending every (Complete (a) and (b)) :

[ Note: Complete any applicable blanks under Election 3 with a specific date, e.g., “June 30” OR “the last day of February” OR “the first Tuesday in January.” In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., “May 1, 2008.” ]

(a)

Plan Year (Choose one of (1) or (2) and choose (3) if applicable) :

(1)

x

December 31.

(2)

¨

Fiscal Plan Year: ending:                      .

(3)

¨

Short Plan Year: commencing:                      and ending:                      .

(b)

Limitation Year (Choose one of (1) or (2) and choose (3) if applicable) :

(1)

x

Generally same as Plan Year. The Limitation Year is the same as the Plan Year except where the Plan Year is a short year in which event the Limitation Year is always a 12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan amendment.

(2)

¨

Different Limitation Year: ending:                      .

(3)

¨

Short Limitation Year: commencing:                      and ending:                      .

4. EFFECTIVE DATE (1.19) . The Employer’s adoption of the Plan is a (Choose one of (a), (b), or (c). Choose (d) if applicable) :

(a)

¨

New Plan. The Plan’s Effective Date is:                      .

(b)

x

Restated Plan. The Plan’s restated Effective Date is: January 1, 2002. The Plan’s original Effective Date was: January 1, 1988.

(c)    

¨   

Restatement of surviving and merging plans. The Plan restates two (or more) plans (Complete (1) and (2). Choose (3) as applicable) :

(1)

This (surviving) Plan. The Plan’s restated Effective Date is:                      . The Plan’s original Effective Date was:                      .

[ Note: If this Plan is an EGTRRA restatement: (i) the EGTRRA restatement Effective Date must be the later of the beginning of the 2002 Plan Year or the Plan’s original Effective Date; and (ii) if specific Plan provisions, as reflected in this Adoption Agreement, do not date back to the EGTRRA restatement Effective Date, indicate as such in Appendix A. ]

(2)

Merging plan. The                      Plan was or will be merged into this surviving Plan as of:                      . The merging plan’s restated Effective Date is:                      . The merging plan’s original Effective Date was:                      .

[ See the Note under Election 4(c)(1) if this document is the merging plan’s EGTRRA restatement. ]

(3)

¨

Additional merging plans. The following additional plans were or will be merged into this surviving Plan (Complete a. and b. as applicable) :

Restated

Original

a.

b.

(d)

¨

Special Effective Date for Elective Deferral provisions:                                                                                                       

5. TRUSTEE ( 1.65 ). The Trustee executing this Adoption Agreement is (Choose one or more of (a), (b), or (c). Choose (d) if applicable) :

(a)

¨

A discretionary Trustee. See Section 8.02(A).

(b)

¨

A nondiscretionary (directed) Trustee or Custodian. See Section 8.02(B).

(c)

x

A Trustee under the: Capital Bank and Trust Company Trust Agreement (specify name of trust) , a separate trust agreement the Trustee has executed and that the IRS has approved for use with this Plan. Under this Election 5(c) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C).

(d)

¨

Permitted Trust amendments apply. Under Section 8.11 the Employer in Appendix C has made certain permitted amendments to the Trust. Such amendments do not constitute a separate trust under Election 5(c).

6. CONTRIBUTION TYPES ( 1.12 ). The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan/Trust (Choose one or more of (a) through (h) as applicable. Choose (i) if applicable) :

(a)

x

Pre-Tax Deferrals. See Section 3.02 and Elections 20-23.

(b)

x

Roth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [ Note: The Employer may not limit Elective Deferrals to Roth Deferrals only .]

(c)

x

Matching. See Sections 1.34 and 3.03 and Elections 24-26. [ Note: The Employer may make an Operational QMAC without electing 6(c). See Section 3.03(C)(2). ]

(d)

x

Nonelective. See Sections 1.37 and 3.04 and Elections 27-29. [ Note: The Employer may make an Operational QNEC without electing 6(d). See Section 3.04(C)(2). ]

(e)

¨

Safe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch-Up Deferrals. See Section 3.05.

(f)

¨

Employee (after-tax). See Section 3.09 and Election 35.

(g)

¨

SIMPLE 401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. The Employer operationally will elect for each Plan Year to make a SIMPLE Matching Contribution or a SIMPLE Nonelective Contribution as described in Section 3.10(E). The Employer must notify Participants of the Employer’s SIMPLE contribution election and of the Participants’ deferral election rights and limitations within a reasonable period of time before the 60th day prior to the beginning of the Plan Year. [ Note: The Employer electing 6(g) may not elect any other Contribution Types except under Elections 6(a), 6(b), and 6(h). ]

(h)

¨

Designated IRA. See Section 3.12 and Election 36.

(i)

¨

None (frozen plan). The Plan is/was frozen effective as of:                      . See Sections 3.01(J) and 11.04.

7. DISABILITY ( 1.15 ). Disability means (Choose one of (a) or (b)):

(a)

x

Basic Plan. Disability as defined in Section 1.15(A).

(b)

¨

Describe:                                                                                                                                                                                       

[ Note: The Employer may elect an alternative definition of Disability for purposes of Plan distributions. However, the use of an alternative definition may result in loss of favorable tax treatment of the Disability distribution. ]

8. EXCLUDED EMPLOYEES ( 1.21(D) ). The following Employees are not Eligible Employees but are Excluded Employees (Choose one of (a) or (b)) :

[ Note: Regardless of the Employer’s elections under Election 8: (i) Employees of any Related Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.21(B), 1.21(D)(3) and 1.23(D). ]

(a)

x

No Excluded Employees. All Employees are Eligible Employees as to all Contribution Types.

(b)

¨

Exclusions. The following Employees are Excluded Employees (either as to all Contribution Types or to the designated

Contribution Type) (Choose one or more of (1) through (7) as applicable) :

(1)

(2)

(3)

(4)

All
Contributions

Elective
Deferrals

Matching

Nonelective

(1)

¨

No exclusions. No exclusions as to the designated Contribution Type.

N/A

(See Election

8(a))

¨

¨

¨

(2)

¨

Collective Bargaining (union) Employees.

As described in Code §410(b)(3)(A). See Section 1.21(D)(1).

¨

OR

¨

¨

¨

(3)

¨

Non-Resident Aliens. As described in Code

§410(b)(3)(C). See Section 1.21(D)(2).

¨

OR

¨

¨

¨

(4)

¨

HCEs. See Section 1.21(E). See Election 30(e)

as to exclusion of some or all HCEs from Safe Harbor Contributions.

¨

OR

¨

¨

¨

(5)

¨

Hourly paid Employees.

¨

OR

¨

¨

¨

(6)

¨

Part-Time/Temporary/Seasonal Employees. See Section 1.21(D)(4). A Part-Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than             

(specify a maximum of 1,000)

Hours of Service in the relevant Eligibility

Computation Period.

¨

OR

¨

¨

¨

[ Note: If the Employer under Election 8(b)(6) elects to treat Part-Time, Temporary and Seasonal Employees as Excluded Employees and any such an Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section 1.21(D)(4). ]

(7)

¨

Describe exclusion category and/or Contribution Type:                                                                                           

(e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)

9. COMPENSATION ( 1.11(B) ). The following base Compensation (as adjusted under Elections 10 and 11) applies in allocating Employer Contributions (or the designated Contribution Type) (Choose one or more of (a) through (d) as applicable) :

(1)

(2)

(3)

(4)

All

Contributions

Elective
Deferrals

Matching

Nonelective

(a)

x

W-2 Wages (plus Elective Deferrals).

See Section 1.11(B)(1).

x

OR

¨

¨

¨

(b)

¨

Code §3401 Federal Income Tax Withholding Wages (plus Elective Deferrals). See Section 1.11(B)(2).

¨

OR

¨

¨

¨

(c)

¨

415 Compensation (simplified).

See Section 1.11(B)(3).

[ Note: The Employer may elect an alternative “general 415 Compensation” definition by electing 9(c) and by electing the alternative definition in Appendix B. See Section 1.11(B)(4). ]

¨

OR

¨

¨

¨

(d)

¨

Describe Compensation by Contribution Type or by Participant group:                                                                  

10. PRE-ENTRY/POST-SEVERANCE COMPENSATION ( 1.11(H)/(I) ). Compensation under Election 9 (Complete (a). Choose (b). if applicable) :

(1)

(2)

(3)

(4)

All
Contributions

Elective
Deferrals

Matching

Nonelective

(a)

x

Pre-Entry Compensation. Includes (Choose

(1) and (2) as applicable) :

(1)

x

Plan Year. Compensation for the entire Plan Year which includes the Participant’s Entry Date.

¨

OR

x

¨

¨

(2)

x

Participating Compensation. Only Participating Compensation. See Section 1.11(H)(1).

¨

OR

¨

x

x

[ Note: Under a Participating Compensation election, in applying any Adoption Agreement elected contribution limit or formula, the Plan Administrator will count only the Participant’s Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation. ]

(b)

¨

Describe Pre-Entry Compensation by Contribution Type or by Participant group:                                                  

11. EXCLUDED COMPENSATION ( 1.11(G) ). Apply the following Compensation exclusions to Elections 9 and 10 (Choose one of (a) or (b)):

(a)

¨

No exclusions. Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10.

(b)

x

Exclusions. Exclude the following (Choose one or more of (1) through (9) as applicable) :

(1)

(2)

(3)

(4)

All

Contributions

Elective
Deferrals

Matching

Nonelective

(1)

¨

No exclusions-limited. No exclusions as to the designated Contribution Type(s).

N/A

(See

Election 11(a))

¨

¨

¨

(2)

¨

Elective Deferrals. See Section 1.20.

N/A

N/A

¨

¨

(3)

x

Fringe benefits. As described in Treas. Reg. §1.414(s)-1(c)(3).

x

OR

¨

¨

¨

(4)

¨

Compensation exceeding $          .

Apply this election to (Choose one of a. or b.) :

¨

OR

¨

¨

¨

a.

¨

All Participants. [ Note: If the Employer elects Safe Harbor Contributions under Election 6(e), the Employer may not elect 11(b)(4)a. to limit the Safe Harbor Contribution allocation to the NHCEs. ]

b.

¨

HCE Participants only.

(5)

¨

Bonus.

¨

OR

¨

¨

¨

(6)

¨

Commission.

¨

OR

¨

¨

¨

(7)

¨

Overtime.

¨

OR

¨

¨

¨

(8)

¨

Related Employers. See Section 1.23(C). (If there are Related Employers, choose one or both of a. and b. as applicable) :

a.

¨

Non-Participating. Compensation paid to Employees by a Related Employer that is not a Participating Employer.

¨

OR

¨

¨

¨

b.

¨

Participating. As to the Employees of any Participating Employer, Compensation paid by any other Participating Employer to its Employees. See Election 28(g)(2)a.

¨

OR

¨

¨

¨

(9)

¨

Describe Compensation exclusion(s):                                                                                                                                              

(1)

(2)

(3)

(4)

All
Purposes

Eligibility

Vesting

Allocation
Conditions

(a)

x

Actual Method. See Section 1.31(A)(1).

x

OR

¨

¨

¨

(b)

¨

Equivalency Method:                      (e.g., daily, weekly, etc.) .
See Section 1.31(A)(2).

¨

OR

¨

¨

¨

(c)

¨

Elapsed Time Method. See Section 1.31(A)(3).

¨

OR

¨

¨

¨

(d)

¨

Actual (hourly) and Equivalency (salaried).

Actual Method for hourly paid Employees and Equivalency Method:                       

(e.g., daily, weekly, etc.) for salaried Employees.

¨

OR

¨

¨

¨

(e)

¨

Describe method:  

(a)

x

Not applicable. No elective Predecessor Employer Service crediting applies.

(b)

¨

Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service for the Employer for the purposes indicated (Choose (1) and (2) as applicable. Complete (3). Choose (4) if applicable):

(1)

¨

All purposes. Credit Service for all purposes with Predecessor Employer(s):                                                    

(insert as many names as needed).

(2)

¨

Designated purposes. Credit Service with the following Predecessor Employer(s) for
the designated purpose(s):

(1)

(2)

(3)

Eligibility

Vesting

Contribution
Allocation

a.

Employer:                                             

¨

¨

¨

b.

Employer:                                             

¨

¨

¨

c.

Employer:                                             

¨

¨

¨

(3)

Time period. Under Elections 13(b)(1) or (2), the Plan credits (Choose one or more of a., b., and c. as applicable) :

a.

¨

All. All Service under Election(s) 13(b)          , regardless of when rendered.

b.

¨

Service after. All Service under Election(s) 13(b)          , which is or was rendered after:                               

(specify date) .

c.

¨

Service before. All Service under Election(s) 13(b)          , which is or was rendered before:                               

(specify date) .

(4)

¨

Describe elective Predecessor Employer Service crediting:                                                                                                            .

(a)

¨

No conditions. No eligibility conditions as to all Contribution Types. Entry is on the Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next following Plan Entry Date.

(b)

x

Conditions. The following eligibility conditions (either as to all Contribution Types or as to the designated Contribution Type) (Choose one or more of (1) through (8) as applicable):

(1)

(2)

(3)

(4)

(5)

All
Contributions

Elective
Deferrals

Matching

Nonelective

Safe
Harbor

(1)

¨

None. Entry on the Employment Commencement Date (if that date is also an Entry Date) or if later, upon the next following Plan Entry Date.

N/A

(See Election

14(a))

¨

¨

¨

¨

(2)

x

Age 21 (not to exceed age 21) .

x

OR

¨

¨

¨

¨

(3)

x

One Year of Service. See Election 16(a).

¨

OR

¨

x

x

¨

(4)

¨

Two Years of Service (without an intervening Break in Service). 100% vesting is required. [ Note: Two Years of Service does not apply to Elective Deferrals, Safe Harbor Contributions or SIMPLE Contributions. ]

N/A

N/A

¨

¨

N/A

(5)

¨

         month(s) (not exceeding 12 months

for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions) . If more than 12 months, 100% vesting is required. Service need not be continuous (no minimum Hours of Service required, and is mere passage of time).

¨

OR

¨

¨

¨

¨

(6)

¨

         month(s) with at least          Hours of Service in each month (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions) . If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service each month during the specified monthly time period, the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement with 1,000 Hours of Service per Year of Service. The months during which the Employee completes the specified Hours of Service (Choose one of a. or b.) :

¨

OR

¨

¨

¨

¨

a.

¨ Consecutive. Must be consecutive.

b.

¨ Not consecutive. Need not be consecutive.

(7)

¨     

         Hours of Service within                      the time period following the Employee’s Employment Commencement Date (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service during the specified time period (if any), the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement with 1,000 Hours of Service per Year of Service.

¨

OR

¨

¨

¨

¨

[ Note: The Employer may complete the second blank in Election 14(b)(7) with “N/A” if the Employer wishes to impose an Hour of Service requirement without specifying a time period within which an Employee must complete the required Hours of Service. ]

(8)

¨     

Describe eligibility conditions:                                                                                                                                      

[ Note: The Employer may use Election 14(b)(8) to describe different eligibility conditions as to different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility requirements for Division A Employees and one Year of Service as to Division B Employees). The Employer also may elect different ages for different Contribution Types and/or to specify different months or Hours of Service requirements under Elections 14(b)(5), (b)(6), or (b)(7) as to different Contribution Types. Any election must satisfy Code §410(a). ]

15. SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY) (2.01(E)) . The eligibility conditions of Election 14 (Choose (a) or choose (b) and (c) as applicable) :

(a)    

x     

No exceptions. Apply to all Employees.

[ Note: Elections 15(b) or (c) may trigger a coverage failure under Code §410(b). ]

(b)    

¨     

Waiver of eligibility conditions for certain Employees . For all Contribution Types, apply solely to an Eligible Employee employed or reemployed by the Employer after                      (specify date) . If the Eligible Employee was employed or reemployed by the Employer by the specified date, the Employee will become a Participant on the latest of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the Employee’s Employment Commencement Date or Re-Employment Commencement Date; or (iv) on the date the Employee attains age          (not exceeding age 21).

[ Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the requirements for the eligibility conditions waiver, leave the age blank. ]

(c)

¨     

Describe special eligibility Effective Date(s):                                                                                                                      

[ Note: Under Election 15(c), the Employer may describe special eligibility Effective Dates as to a Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or reemployed by the Employer after January 1, 2007). ]

16. YEAR OF SERVICE - ELIGIBILITY (2.02(A)) . (Choose (a), (b), and (c) as applicable) :

[ Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition (including any requirement which defaults to such conditions under Elections 14(b)(6), (7), and (8)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement election, the Employer should complete Election 16. The Employer should not complete Election 16 if it elects the Elapsed Time Method for eligibility. ]

(a)    

x

Year of Service . An Employee must complete 1,000 Hour(s) of Service during the relevant Eligibility Computation Period to receive credit for one Year of Service under Article II. [ Note: The number may not exceed 1,000. If left blank, the requirement is 1,000 Hours of Service. Under Elections 14(b)(6) and (b)(7) and under Election 14(b)(8) if it incorporates Elections 14(b)(6) or (7), the number is 1,000 and the Employer should not supply any other number in the blank. ]

(b)

x

Subsequent Eligibility Computation Periods. After the Initial Eligibility Computation Period described in Section 2.02(C)(2), the Plan measures Subsequent Eligibility Computation Periods as (Choose one of (1), (2), or (3)) :

(1)

x

Plan Year. The Plan Year, beginning with the Plan Year which includes the first anniversary of the Employee’s Employment Commencement Date.

(2)

¨

Anniversary Year. The Anniversary Year, beginning with the Employee’s second Anniversary Year.

(3)

¨

Split. The Plan Year as described in Election 16(b)(1) as to:                              (describe Contribution Type(s)) and the Anniversary Year as described in Election 16(b)(2) as to:                              (describe Contribution Type(s)) .

(c)

¨

Describe:                                                           (e.g., Anniversary Year as to Division A and Plan Year as to Division B.)

(1)

(2)

(3)

(4)

All
Contributions

Elective
Deferrals

Matching

Nonelective

(a)

¨

Semi-annual. The first day of the first month and of the seventh month of the Plan Year.

¨

OR

¨

¨

¨

(b)

¨

First day of Plan Year

¨

OR

¨

¨

¨

(c)

¨

First day of each Plan Year quarter

¨

OR

¨

¨

¨

(d)

¨

The first day of each month

¨

OR

¨

¨

¨

(e)

x

Immediate. Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions.

x

OR

¨

¨

¨

(f)

¨

Describe Entry Date(s):                                                                                                                                                        

(1)

(2)

(3)

(4)

All
Contributions

Elective
Deferrals

Matching

Nonelective

(a)

¨

Immediately following or coincident with the date

the Employee completes the eligibility conditions.

¨

OR

¨

¨

¨

(b)

¨

Immediately following the date the Employee completes the eligibility conditions.

¨

OR

¨

¨

¨

(c)

¨

Immediately preceding or coincident with the date the Employee completes the eligibility conditions.

N/A

N/A

¨

¨

(d)

¨

Immediately preceding the date the Employee completes the eligibility conditions.

N/A

N/A

¨

¨

(e)

¨

Nearest the date the Employee completes the eligibility conditions.

N/A

N/A

¨

¨

(f)

¨

Describe retroactive/prospective entry relative to Entry Date:                                                                                  

19.

BREAK IN SERVICE – PARTICIPATION (2.03) . The one year hold-out rule described in Section 2.03(C) (Choose one of (a), (b), or (c)) :

(a)

x

Does not apply.

(b)

¨

Applies. Applies to the Plan and to all Participants.

(c)

¨

Limited application. Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.

[ Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in Appendix B specifies otherwise. See Section 2.03(D). ]

ARTICLE III

PLAN CONTRIBUTIONS AND FORFEITURES

20.

ELECTIVE DEFERRAL LIMITATIONS (3.02(A)) . The following limitations apply to Elective Deferrals under Elections 6(a) and 6(b), which are in addition to those limitations imposed under the basic plan document (Choose (a) or choose (b) and (c) as applicable) :

(a)

x

None. No additional Plan imposed limits.

[ Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to Catch-Up Eligible Participants and the Employer’s elections must be nondiscriminatory. The elected limits apply to Pre-Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and Additional Matching Contribution under the plan and must be permitted to defer any lesser amount; and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a whole dollar amount. See Section 1.54(C) as to administrative limitations on Elective Deferrals. ]

(b)

¨

Additional Plan limit(s). (Choose (1) and (2) as applicable. Complete (3) if (1) or (2) is chosen) :

(1)

¨

Maximum deferral amount. A Participant’s Elective Deferrals may not exceed:                                      (specify dollar amount or percentage of Compensation).

(2)

¨

Minimum deferral amount. A Participant’s Elective Deferrals may not be less than:                              (specify dollar amount or percentage of Compensation) .

(3)

Application of limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 – 11. If the Employer elects Plan Year/Participation Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. (Choose a. or choose b. and c. as applicable. Under each of a., b. or c. choose one of (1) or (2). Choose (3) if applicable) :

(1)

(2)

(3)

Plan Year/Participating
Compensation

Payroll period

HCEs only

a.

¨

Both. Both limits under Elections 20(b)(1) and (2).

¨

¨

¨

b.

¨

Maximum limit. The maximum amount limit under Election 20(b)(1).

¨

¨

¨

c.

¨

Minimum limit. The minimum amount limit under Election 20(b)(2).

¨

¨

¨

(c)

¨

Describe Elective Deferral limitation(s):                                                                                                                    

[ Note: Under Election 20(c), the Employer: (i) may describe limitations on Elective Deferrals from the elections available under Elections 20(a) and (b) or a combination thereof as to a Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess of 10% of Plan Year Compensation); (ii) may elect a different time period to which the limitations apply; and/or (iii) may apply a different limitation to Pre-Tax Deferrals and to Roth Deferrals. ]

21.

AUTOMATIC DEFERRAL (3.02(B)) . The Automatic Deferral provisions of Section 3.02(B) (Choose one of (a) or (b)) :

(a)

¨

Do not apply.

(b)

x

Apply. The Automatic Deferral Effective Date is: November 1, 2007 (specify date) . (Complete (1), (2), and (3). Choose (4) as applicable) :

(1)

Automatic Deferral Amount. The Employer, as to each Participant affected, will withhold as the Automatic Deferral Amount, 2 % from the Participant’s Compensation each payroll period unless the Participant makes a Contrary Election.

(2)

Participants affected. The Automatic Deferral applies to (Choose one of a., b., c., or d.) :

a.

¨

All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.

b.

¨

Election of at least Automatic Deferral amount. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral Amount.

c.

¨

No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the Agreement.

d.

x

New Participants. Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date.

(3)

Scheduled increases. The Automatic Deferral Amount will or will not increase (as a percentage of Compensation) in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year in which the Automatic Deferral first applies to a Participant) as follows (Choose one of a., b., or c.) :

a.

x

No scheduled increase. The Automatic Deferral Amount applies in all Plan Years.

b.

¨

Scheduled increase. The Automatic Deferral Amount will increase as follows:

1

3%

2

3%

3

4%

4

5%

5 and thereafter

6%

c.

¨

Other scheduled increase. The Automatic Deferral Amount will increase as follows:

     %

     %

     %

     %