Spin Off: Test Comp & Contributions Short Plan Yr.

[Guest Chrysler]

Hi - appreciate some guidance.

Background: Company A spun off from Company B third quarter 2005 (stock sale). Company A was a wholly owned subsidiary of Company B prior to the spin off. Company A's employees participated in Company B's 401(k) plan prior to the spin off. Company A established a new 401(k) plan effective with the spin off and assets and liabilities of Company A's employees were transferred to the new plan immediately after the spin-off date. Subsequent to the spin off, Company A and Company B are no longer related employers. Company A is the same corporate entity after the spin off as before the spin off and Company A's employees before and after the spin off continued with the same employer. Company A's Plan Year in the document is defined as calendar year (same as Company B's plan year).

What period of compensation and contributions is used for:

ADP/ACP & 415 testing for 2005? Partial (effective date of plan to 12/31/2005) or full year (1/1/2005 - 12/31/2005)?

What period of compenation for the lookback year (2004) is used for determining who is an HCE for 2005 testing? Partial or full year?

What period of compensation is used for determining who is an HCE in 2005 for 2006 test?

Thanks.

[Guest Harry O]

If A's shares were distributed to B's shareholders and since assets & liabilities were transferred to A's new plan, my vote would be full year compensation/contributions/etc. for every purpose.