THIS AGREEMENT, made this _______ day of ___________, 20____,

by and between ________________________________ (the Employer) and

_________________________________________________ (the Employee).

    WITNESSETH:
    Whereas, the Employer and the Employee, an eligible Participant, desires to enter into a Salary Reduction Agreement with the Employer to reduce his/her Compensation (as such term is defined in the Plan) from the Employer pursuant to the terms of the Plan;
    NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, it is agreed as follows:

1.    The Employee agrees to reduce his/her annual Compensation from the Employer by $_______________ (annually, monthly) (not to exceed statutory limitations) and authorizes the Employer to reduce his/her compensation by this amount.
2.    The amount of such reduction will be contributed by the Employer to an account established for the Employee under the Plan.
3.    If for any reason the amount of such reduction cannot be contributed to or retained in an account established for the Employee under the Plan and if such amount is returned to the Employer pursuant to the terms of the Plan, the amount so returned to the Employer shall, immediately upon receipt of, be paid by the Employer to the Employee.
4.    This agreement and the reduction provided for herein shall take effect on __________________________.

    IN WITNESS WHEREOF, the Employer has caused this Agreement to be signed by an officer duly authorized and the Employee has set his/her hand on the day and year first above written.


                        By_______________________________
                            Employer Signature & Title

                            _______________________________
                            Employee Signature



MRP3 (12/2009)