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Published: 2008-03-26

401(k) Retirement Plan - JetBlue Airways Corp.



                           JETBLUE AIRWAYS CORPORATION
                             401(k) RETIREMENT PLAN



                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                                 ADMINISTRATION

2.1   POWERS AND RESPONSIBILITIES OF THE EMPLOYER                             15

2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY                                 16

2.3   POWERS AND DUTIES OF THE ADMINISTRATION                                 16

2.4   RECORDS AND REPORTS                                                     18

2.5   APPOINTMENT OF ADVISORS                                                 18

2.6   PAYMENT OF EXPENSES                                                     18

2.7   CLAIMS PROCEDURE                                                        18

2.8   CLAIMS REVIEW PROCEDURE                                                 19

                                   ARTICLE III
                                   ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY                                               19

3.2   EFFECTIVE DATE OF PARTICIPATION                                         20

3.3   DETERMINATION OF ELIGIBILTY                                             20

3.4   TERMINATION OF ELIGIBILITY                                              20

3.5   OMISSION OF ELIGIBLE EMPLOYEE                                           21

3.6   INCLUSION OF INELIGIBLE EMPLOYEE                                        21

3.7   REHIRED EMPLOYEES AND BREAKS IN SERVICE                                 21

3.8   ELECTION NOT TO PARTICIPATE                                             22

                                   ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION                           23

4.2   PARTICIPANT'S SALARY REDUCTION ELECTION                                 23



4.3   TIME OF PAYMENT OF EMPLOYER CONTRIBUTION                                27

4.4   ALLOCATION OF CONTRIBUTION AND EARNING3                                 27

4.5   ACTUAL DEFERRAL PERCENTAGE TESTS                                        32

4.6   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS                          35

4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS                                    38

4.8   ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS                      41

4.9   MAXIMUM ANNUAL ADDITIONS                                                44

4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                               46

4.11  ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS               48

4.12  DIRECTED INVESTMENT ACCOUNT                                             50

4.13  QUALIFIED MILITARY SERVICE                                              53

                                   ARTICLE V
                                   VALUATIONS

5.1   VALUATION OF THE TRUST FUND                                             53

5.2   METHOD OF VALUATION                                                     53

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1   DETERMINATION OF BENEFITS UPON RETIREMENT                               53

6.2   DETERMINATION OF BENEFITS UPON DEATH                                    54

6.3   DETERMINATION OF BENEFITS IN EVENT OF DISABILITY                        55

6.4   DETERMINATION OF BENEFITS UPON TERMINATION                              56

6.5   DISTRIBUTION OF BENEFITS                                                57

6.6   DISTRIBUTION OF BENEFITS UPON DEATH                                     60

6.7   TIME OF SEGREGATION OR DISTRIBUTION                                     61

6.8   DISTRIBUTION FOR MINOR OF INCOMPETENT BENEFICIARY                       61

6.9   LOCATION OF PARTICIPANT OF BENEFICIARY UNKNOWN                          61

6.10  PRE-RETIREMENT DISTRIBUTION                                             62



6.11  ADVANCE DISTRIBUTION FOR HARDSHIP                                       62

6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION                         64

                                  ARTICLE VII
                                    TRUSTEE

7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE                                   64

7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE                             65

7.3   OTHER POWERS OF THE TRUSTEE                                             66

7.4   LOANS TO PARTICIPANT'S                                                  68

7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS                                70

7.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES                           70

7.7   ANNUAL REPORT OF THE TRUSTEE                                            71

7.8   AUDIT                                                                   71

7.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE                          72

7.10  TRANSFER OF INTEREST                                                    73

7.11  TRUSTEE INDEMNIFICATION                                                 73

7.12  DIRECT ROLLOVER                                                         73

7.13  EMPLOYER SECURITIES AND REAL PROPERTY                                   75

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1   AMENDMENT                                                               75

8.2   TERMINATION                                                             76

8.3   MERGER, CONSOLIDATION OR TRANSFER OF ASSETS                             76

                                   ARTICLE IX
                              TOP HEAVY PROVISIONS

9.1   TOP HEAVY PLAN REQUIREMENTS                                             77

9.2   DETERMINATION OF TOP HEAVY STATUS                                       77



                                    ARTICLE X
                                  MISCELLANEOUS

10.1  PARTICIPANT'S RIGHTS                                                    80

10.2  ALIENATION                                                              8O

10.3  CONSTRUCTION OF PLAN                                                    81

10.4  GENDER AND NUMBER                                                       82

10.5  LEGAL ACTION                                                            82

10.6  PROHIBITION AGAINST DIVERSION OF FUNDS                                  82

10.7  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                              83

10.8  INSURER'S PROTECTIVE CLAUSE                                             83

10.9  RECEIPT AND RELEASE FOR PAYMENTS                                        83

10.10 ACTION BY THE EMPLOYER                                                  83

10.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY                      83

10.12 HEADINGS                                                                84

10.13 APPROVAL BY INTERNAL REVENUE SERVICE                                    84

10.14 UNIFORMITY                                                              85



                           JETBLUE AIRWAYS CORPORATION
                             401(k) RETIREMENT PLAN

            THIS AGREEMENT hereby adopted this 31st day of December, 2001, by
jetBlue Airways Corporation (herein referred to as the "Employer") and John D.
Owen, Thomas E. Kelly and Vincent Stablie (herein collectively referred to as
the "Trustee").

                              W I T N E S S E T H:

            WHEREAS, the Employer heretofore established a Profit Sharing Plan
and Trust effective October 1, 1999 (hereinafter called the "Effective Date"),
known as jetBlue Airways Corporation 401k Retirement Plan (herein referred to
as the "Plan") in recognition of the contribution made to its successful
operation by its employees and for the exclusive benefit of its eligible
employees; and

            WHEREAS, under the terms of the Plan, the Employer has reserved the
right and power to amend the Plan, provided the Trustee joins in such amendment
if the provisions of the Plan affecting the Trustee are amended;

            NOW, THEREFORE, effective October 1, 1999, except as otherwise
provided herein, the Employer and the Trustee, in accordance with the provisions
of the Plan pertaining to amendments thereof, hereby amend the Plan in its
entirety and restate the Plan to provide as follows:

                                    ARTICLE I
                                   DEFINITIONS

      1.1 "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

      1.2 "Administrator" means the Employees unless another person or entity
has been designated by the Employer pursuant to Section 2.2 to administer the
Plan on behalf of the Employer.

      1.3 "Affiliated Employer" means any corporation which is a member of a
controlled group of corporation (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organazation (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

      1.4 "Aggregate Account" means, with respect to each Participant, the value
of all accounts maintained on behalf of a Particiapnt, whether attributable to
Employer or Employee contributions, subject to tne provisions of Section 9.2.


                                      -1-


      1.5 "Anniversary Date" means the last day of the Plan Year.

      1.6 "Beneficiary" means the person (or entity) to whom the share of a
deceased Participant's total account is payable, subject to the restrictions of
Sections 6.2 and 6.6.

      1.7 "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

      1.8 "Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052.
Compensation must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

            For purposes of this Section, the determination of Compensation
shall be made by:

                  (a) excluding, for purposes of the Employer's discretionary
            profit sharing contributions pursuant to Section 4.1(c), the
            following items: per diem allowances and other similar types of
            expense reimbursements, the value of company-paid group term life
            insurance; moving allowances, relocation adjustments and other
            similar payments and allowances; automobile expense allowances and
            reimbursements; annual bonuses to officers and directors, but not
            excluding cash incentive awards and other types of cash bonuses to
            team members other than officers and directors; the value of other
            non-cash fringe benefits, such as incentive passes and "positive
            space" travel benefits; PTO payouts; any taxable compensation that
            may result from the grant or exercise of stock-based compensation;
            any other type of deferred compensation; severance pay and payments
            in the nature of severance benefits; non-taxable sick pay, workers
            compensation payments and payments under short-term and long-term
            disability plans; and payments under a pilots' loss of license
            income replacement plan.

                  (b) excluding, for purposes of salary reduction elections
            pursuant to Section 4.2 and Employer matching contributions pursuant
            to Section 4.1(b), the following items: per diem allowances and
            other similar types of expense reimbursements, the value of
            company-paid group term life insurance; moving allowances,
            re1ocaton adjustments and other similar payments and allowances;
            automobile expense allowances and reimbursements; the value of other
            non-cash fringe benefits, such as incentive passes and "positive
            space" travel benefits; any taxable compensation that may result
            from the grant or exercise of


                                      -2-


            stock-based compensation; any other type of deferred
            compensation; severance pay and payments in the nature of
            severance benefits; non-taxable sick day; workers compensation
            payments and payments under any long-term disability plan; and
            payments under a pilots' loss of license income replacement plan.

                  (c) including amounts which are contributed by the Employer
            pursuant to a salary reduction agreement and which are not
            includible in the gross income of the Participant under Code
            Sections 125, 132(f) (4) for Plan Years beginning after December 31,
            2000, 402(e) (3), 402(h) (1) (B), 403(b) or 457(b), and Employee
            contributions described in Code Section 414(h) (2) that are treated
            as Employer contributions.

            For a Participant's initial year of participation, Compensation
shall be recognized as of such Employee's effective date of participation in the
component of the Plan for which Compensation is being used pursuant to Section
3.2.

            Compensation in excess of $150,000 (or such other amount provided in
the Code) shall be disregarded for all purposes other than for purposes of
salary deferral elections pursuant to Section 4.2. Such amount shall be adjusted
for increases in the cost of living on accordance with Code Section 401 (a) (17)
(B) , except that the dollar increase in effect on January 1 of any calendar
year shall be effective for the Plan Year beginning with or within such calendar
year. For any short Plan Year the Compensation limit shall be an amount equal to
the Compensation limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in the
short Plan Year by twelve (12).

            If any class of Employees is excluded from the Plan, then
Compensation for any Employee who becomes eligible or ceases to be eligible to
participate during a Plan Year shall include only the portion of his
Compensation earned while the Employee is an Eligible Employee.

      1.9 "Contract" or "Policy" means any life insurance policy, retirement
income policy or annuity contract (group or individual) issued pursuant to the
terms of the Plan. In the event of any conflict between the terms of this Plan
and the terms of any contract purchased hereunder, the Plan provisions shall
control.

      1.10 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.1O(a).

      1.11 "Designated Investment Alternative" means a specific investment
identified by name by the Employer (or such other Fiduciary who has been given
the authority to select investment options) as an available investment under the
Plan to which Plan assets may be


                                      -3-


invested by the Trustee pursuant to the investment direction of a Participant.

      1.12 "Directed Investment Option" means one or more of the following:

                  (a) a Designated Investment Alternative.

                  (b) any other investment permitted by the Plan and the
            Participant Direction Procedures to which Plan assets may be
            invested by the Trustee pursuant to the investment direction of a
            Participant.

      1.13 "Early Retirement Date." This Plan does not provide for a retirement
date prior to Normal Retirement Date.

      1.14 "Elective Contribution" means the Employer contributions to the Plan
of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.6(b) which is
used to satisfy the "Actual Deferral Percentage" tests shall be considered an
Elective Contribution for purposes of the Plan. Any contributions deemed to be
Elective Contributions (whether or not used to satisfy the "Actual Deferral
Percentage" tests or the "Actual Contribution Percentage" tests) shall be
subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be
required to satisfy the nondiscrimination requirements of Regulation
1.401(k)-1(b)(5) and Regulation 1.401(m)-1(b)(5), the provisions of which are
specifically incorporated herein by reference.

      1.15 "Eligible Employee" means any Employee except as specified below.

            Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of
Code Section 7701 (a) (46)) and the Employer under which retirement benefits
were the subject of good faith bargaining between the parties will not be
eligible to participate in this Plan unless such agreement expressly provides
for coverage on this Plan.

            Employees of Affiliated Employers shall rot be eligible to
participate on this Plan unless such Affiliated Employers have specifically
adopted this Plan in writing.

            Employees classified by the Employer as independent contractors who
are subsequently determined. by the Internal Revenue Service to be Employees
shall not be Eligible Employees.

            Employees classified by the Employer as flight attendants on a
short-term contract of one year or less shall not be Eligible Employees.


                                      -4-


      1.16 "Employee" means any person who is employed by the Employer.

      1.17 "Employer" means jetBlue Airways Corporation and any successor which
shall maintain this Plan; any predecessor which has maintained this Plan.
The Employer is a corporation, with principal offices in the State of New York.

      1.18 "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching contributions
made pursuant to Section 4.1(b) and any qualified nonelective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a) (determined
by hypothetically reducing contributions made on behalf of Highly Compensated
Participants in order of the actual contribution ratios beginning with the
highest of such ratios). Such determination shall be made after first taking
into account corrections of any Excess Deferred Compensation pursuant to Section
4.2 and taking into account any adjustments of any Excess Contributions pursuant
to Section 4.6.

      1.19 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions used to satisfy the "Actual Deferral
Percentage" tests made on behalf of Highly Compensated Participants for the Plan
Year over the maximum amount of such contributions permitted under Section
4.5(a) (determined by hypothetically reducing contributions made on behalf of
Highly Compensated Participants in order of the actual deferral ratios beginning
with the highest of such ratios). Excess Contributions shall be treated as an
"annual addition" pursuant to Section 4.9(b).

      1.20 "Excess Deferred Compensation" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected. Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for
purposes of Sections 9.2 end 4.4(g), Excess Deferred Compensation shall continue
to be treated as Employer contributions even of distributed pursuant to Section
4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5 (a) to the
extant such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

         1.21 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to


                                      -5-


any monies or other property of the Plan or has any authority or responsibility
to do so, or (C) has any discretionary authority or discretionary responsibility
in the administration of the Plan.

      1.22 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1st of each year and ending the following December 31st.

      1.23 "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:

                  (a) the distribution of the entire Vested portion of the
            Participant's Account of a Former Participant who has severed
            employment with the Employer, or

                  (b) the last day of the Plan Year in which a Former
            Participant who has severed employment with the Employer incurs five
            (5) consecutive 1-Year Breaks in Service.

            Regardless of the preceding provisions, if a Former Participant is
eligible to share in the allocation of Employer contributions or Forfeitures in
the year in which the Forfeiture would otherwise occur, then the Forfeiture will
not occur until the end of the first Plan year for which the former Partcipant
is not eligible to share in the allocation of Employer contributions or
Forfeitures. Furthermore, the term "Forfeiture" shall also include amounts
deemed to be Forefeiture pursuant to any other provision of this Plan.

      1.24 "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

      1.25 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. "415
Compensation" must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

            For Purposes of this Section, the determination of "415
Compensation" shall occlude any elective deferral (as defined on Code Section
402(g)(3)), and any amount which is contributed or deferred by the Employer at
the election of the Participant and which is not includible in the gross income
of the Participant by reason of Code Sections 125, 132(f)(4) for "limitation
years" beginning after December 31, 2000, or 457.

      1.26 "414(s) Compensation" means any definition of compensation that
satisfies the nondiscrimination requirements of Code Section 414(s) and the
Regulations thereunder. The period for determining 414(s) Compensation must be
either the Plan Year or the calendar year


                                      -6-


ending with or within the Plan Year. An Employer may further limit the period
taken into account to that part of the Plan Year or calendar year in which an
Employee was a Participant in the component of the Plan being tested. The period
used to determine 414(s) Compensation must be applied uniformly to all
Participants for the Plan Year.

      1.27 "Highly Compensated Employee" means, for Plan Years beginning after
December 31, 1996, an Employee described on Code Section 414(q) and the
Regulations thereunder, and generally means any Employee who:

                  (a) was a "five percent owner" as defined in Section 1.32(c)
            at any time during the "determination year" or the "lookback year";
            or

                  (b) for the "lookback year" had "415 Compensation" from the
            Employer in excess of $80,000 and was in the Top-Paid Group for the
            "lookback year." The $80,000 amount is adjusted at the same time and
            in the same manner as under Code Section 415(d), except that the
            base period is the calendar quarter ending September 30, 1996.

            The "determination year" means the Plan Year for which testing is
being performed, and the "lookback year" means the immediately preceding twelve
(12) month period.

            A highly compensated former Employee is based on the rules
applicable to determining Highly Compensated Employee status as in effect for
the "determination year," in accordance with Regulation 1.414(q)-1T, A4 and IRS
Notice 9745 (or any superseding guidance).

            In determining whether an Employee is a Highly Compensated Employee
for a Plan Year beginning in 1997, the amendments to Code Section 414(q) stated
above are treated as having been in effect for years beginning in 1996.

            In determining who is a Highly Compensated Employee, Employees who
are nonresident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employer. Additionally, all Affiliated Employers shall be taken into account as
a single employer any Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination "year."

      1.28 "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to particiapate in the component


                                      -7-


of the Plan being tested.

      1.29 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the employer
for the performance of duties (these hours will be credited to the Employee for
the compensation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, layoff, military duty or
leave of absence) during the applicable computation period (these hours will be
calculated and credited pursuant to Department of Labor regulation 2530.200b-2
which is incorporated herein by reference); (3) each hour for which back pay is
awarded or agreed to by the Employer without regard to mitigation of damages
(these hours will be credited to the Employee for the computation period or
periods to which the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made). The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3).

            Notwithstanding (2) above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entit1ed to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

            For purposes of (2) above, a payment shall be deemed to be made by
or due from the Employer regardless whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless
of whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

            Notwithstanding the foregoing, for purposes of vesting hereunder, a
Participant shall be credited with Hours of Service on the basis of his payroll
period in accordance with the equivalencies set forth in Department of Labor
regulation 2530.200b-3(e)(1), which is incorporated herein by reference.

            For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c)


                                      -8-


are incorporated herein by reference.

      1.30 "Income" means the income or losses allocable to Excess Deferred
Compensation, Excess Contributions or Excess Aggregate Contributions which
amount shall be allocated in the same manner as income or losses are allocated
pursuant to Section 4.4(f).

      1.31 "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

      1.32 "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of the Employee's or former Employee's Beneficiaries) is considered
a Key Employee if the Employee, at any time during the Plan Year that contains
the "Determination Date" or any of the preceding four (4) Plan Years, has been
included in one of the following categories:

                  (a) an officer of the Employer (as that term is defined within
            the meaning of the Regulations under Code Section 416) having annual
            "415 Compensation" greater than 50 percent of the amount in effect
            under Code Section 415 (b)(1)(A) for any such Plan Year.

                  (b) one of the ten employees having annual "415 Compensation"
            from the Employer for a Plan Year greater than the dollar limitation
            in effect under Code Section 415(c)(1)(A) for the calendar year in
            which such Plan Year ends and owning (or considered as owning within
            the meaning of Code Section 318) both more than one-half percent
            interest and the largest interests in the Employer.

                  (c) a "five Percent owner" of the Employer. "Five percent
            owner" means any person who owns (or is considered as owning within
            the meaning of Code Section 318) more than five percent (5%) of the
            outstanding stock of the Employer or stock possessing more than five
            percent (5%) of the total combined voting power of all stock of the
            Employer or, in the case of an unicorporated business, any person
            who owns more than five percent (5%) of the capital or profits
            interest in the Employer. In determining percentage ownership
            hereunder, employers that would otherwise be aggregated under Code
            Sections 414(b), (c), (m) and (o) shall be treated as separate
            employers.

                  (d) a "one percent owner" of the Employer having an annual
            "415 Compensation" from the Employer of more than $150,000. "One
            percent owner" means any person who owns (or is considered as owning
            within the meaning of Code Section 318) more than one percent (1%)
            of the outstanding stock of the Employer or stock possessing more
            than one


                                      -9-


            percent (1%) of the total combined voting power of all stock of the
            Employer or, in the case of an unincorporated business, any person
            who owns more than one percent (1%) of the capital or profits
            interest in the Employer. In determining percentage ownership
            hereunder, employers that would otherwise be aggregated under Code
            Sections 4l4(b), (c), (m) and (o) shall be treated as separate
            employers. However, in determining whether an individual has "415
            Compensation" of more than $150,000, "415 Compensation" from each
            employer required to be aggregated under Code Sections 414(b), (c),
            (m) and (o) shall be taken into account.

            For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includibie
in the gross income of the Participant under Code Sections 125, 132(f) (4) for
Plan Years beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b)
or 457(b), and Employee contributions described in Code Section 414(h)(2) that
are treated as Employer contributions.

      1.33 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached Normal Retirement Date.

      1.34 "Leased Employee" means, for Plan Years beginning after December 31,
1996, any person (other than an Employee of the recipient Employer) who pursuant
to an agreement between the recipient Employer and any other person or entity
("leasing organization") has performed services for the recipient (or for the
recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are performed under primary direction or control by the
recipient Employer. Contributions or benefits provided a Leased Employee by the
leasing organization which are attributable to services performed for the
recipient Employer shall be treated as provided by the recipient Employer.
Furthermore, Compensation for a Leased Employee shall only include Compensation
from the leasing organization that is attributable to services performed for the
recipient Employer. A Leased Employee shall not be considered an Employee of the
recipient Employer:

                  (a) if such employee is covered by a money purchase pension
            plan providing:

                  (1) a nonintegrated employer contribution rate of at least 10%
                  of compensation, as defined in Code Section 415(c)(3), but
                  for Plan Years beginning prior to January 1, 2001, excluding
                  amounts that are not includible in gross income under Code
                  Section 132(f)(4);

                  (2) immediate participation;


                                      -10-

                  (3) full and immediate vesting; and

                  (b) if Leased Employees do not constitute more tnan 20% of the
            recipient Employer's non-highly compensated work force.

      1.35 "Non-Elective Contribution" means the Employer contributions to the
Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution used in the "Actual Deferral Percentage" tests.

      1.36 "Non-Highly Compensated Participant" means, for Plan Years beginning
after December 31, 1996, any Participant who is not a Highly Compensated
Employee. However, for purposes of Section 4.5(a) and Section 4.6, if the prior
year testing method is used, a Non-Highly Compensated Participant shall be
determined using the definition of Highly Compensated Employee in effect for the
preceding Plan Year.

      1.37 "Non-Key Employee" means any Employee or former Employee (and such
Employee's or former Employee's Beneficiaries) who is not, and has never been a
Key Employee.

      1.38 "Normal Retirement Age" means the Participant's 60th birthday. A
Participant shall become fully Vested in the Participant's Account upon
attaining Normal Retirement Age.

      1.39 "Formal Retirement Date" means the first day of the month coinciding
with or next following the Participant's Normal Retirement Age.

      1.40 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

            "Authorized leave of absence" means an unpaid, temporary cessation
from active emp1oyment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

            A "maternity or paternity leave of absence" means an absence from
work for any period by reason of the Employee's pregnancy, birth of the
Employee's child, placement of a child with the Employee on connection with the
adoption of such child, or any absence for the purpose of caring for such child
for a period immediately following such birth or placement. For this purpose,
Hours of Service shall be created for the computation period in which the
absence from work begins, only of credit therefore is necessary to prevent the
Employee


                                      -11-


from incurring a 1-Year Break in Service, or, on any other case, on the
immediately following computation period. The Hours of Service credited for
"maternity or paternity leave of absence" shall be those which would normally
have been credited but for such absence, or, in any case in which the
Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited for
a "maternity or paternity leave of absence" shall not exceed the number of Hours
of Service needed to prevent the Employee from incurring a 1-Year Break in
Service.

      1.41 "Participant" means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate further in the
Plan.

      1.42 "Participant Direction Procedures" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.12 and observed by the Administrator and
applied and provided to Participants who have Participant Directed Accounts.

      1.43 "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to such Participant's
total interest in the Plan and Trust resulting from the Employer Non-Elective
Contributions.

            A separate accounting shall be maintained with respect to that
portion of the Participant's Account attributable to Employer matching
contributions made pursuant to Section 4.1(b), Employer discretionary
contributions made pursuant to Section 4.1(c) and any Employer Qualified
Non-Elective Contributions.

      1.44 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

      1.45 "Participant's Directed Account" means that portion of a
Participant's interest in the Plan with respect to which the Participant has
directed the investment in accordance with the Participant Direction Procedure.

      1.46 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to the
Participant's total interest in the Plan and Trust resulting room the Employer
Elective Contributions used to satisfy the "Actual Deferral Percentage" tests. A
separate accounting shall be maintained with respect to that portion of the
Participant's Elective Account attributable to such Elective Contributions
pursuant to Section 4.2 and any Employer Qualified Non-Elective Contributions.

      1.47 "Participant's Transfer/Rollover Account" means the account
established and maintained by the Administrator for each Participant with
respect to the Participant's total interest in the Plan resulting from amounts
transferred to those Plan from a direct plan-to-plan


                                      -12-


transfer and/or with respect to such Participant's interest in the Plan
resulting from amounts transferred from another qualified plan or "conduit"
Individual Retirement Account on accordance with Section 4.11.

            A separate accounting shall be maintained with respect to that
portion of the Participant's Transfer/Rollover Account attributable to
transfers (within the meaning of Code SectIon 414(l)) and "rollovers."

      1.48 "Plan" means this instrument, including all amendments thereto.

      1.49 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st,
except for the first Plan Year which commenced October 1st.

      1.50 "Qualified Non-Elective Contribution" means any Employer
contributions made pursuant to Section 4.6(b) and Section 4.8(f). Such
contributions shall be considered an Elective Contribution for the purposes of
the Plan and used to satisfy the "Actual Deferral Percentage" tests or the
"Actual Contributions Percentage" tests.

      1.51 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or a delegate of the Secretary of the Treasury, and as
amended from time to time.

      1.52 "Retired Participant" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

      1.53 "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent Disability, whether such retiremnet
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 6.1).

      1.54 "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

      1.55 "Top Heavy Plan" means a plan described in Section 9.2(a).

      1.56 "Top Heavy Plan Year" means a Plan Year during which the Plan is a
Top Heavy Plan.

      1.57 "Top-Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensation" received from the Employer during such year. All
Affiliated Employers shall be taken into account as a single employer, and
Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2)
shall be considered Employees unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and are not covered in any plan
plan


                                      -13-


maintained by the Employer. Employees who are nonresident aliens who received
no earned income (with the meaning of Code Section 911(d)(2)) from the
Employer constituting United States source income within the meaning of Code
Section 861(a)(3) shall not be treated as Employees. Furthermore, for the
purpose of determining the number of active Employees in any year, the following
additional Employees shall also be excluded, however, such Employees shall still
be considered for the purpose of identifying the particular Employees in the
Top-Paid Group:

                  (a) Employees with less than six (6) months of service;

                  (b) Employees who normally work less than 17 1/2 hours per
            week;

                  (c) Employees who normally work less than six (6) months
            during a year; and

                  (d) Employees who have not yet attained age twenty-one (21).

            In addition, if 90 percent or more of the Employees of the Employer
are covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and the
Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top-Paid Group.

            The foregoing exclusions set forth in this Section shall be applied
on a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

      1.58 "Total and Permanent Disability" means a physical or mental condition
of a Participant resulting from bodily injury, disease, or mental disorder which
renders such Participant incapable of continuing usual and customary employment
with the Employer. The disability of a Participant shall determined by a
licensed physician chosen by the Administrator. The determination shall be
applied uniformly to all Participants.

      1.59 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

      1.60 "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

      1.61 "Valuation Date" means the Anniversary Date and may include any
other date or dates deemed necessary or appropriate by the Administrator for
the valuation of the Participant's accounts during the Plan Year, which may
include any day that the Trustee, any


                                      -14-


transfer agent appointed by the Trustee or the Employer or any stock exchange
used by such agent, are open for business.

      1.62 "Vested" means the nonforfeitable portion of any account maintained
on behalf of a Participant.

      1.63 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

            For vesting purposes, the computation periods shall be the Plan
Year, including periods prior to the Effective Date of the Plan.

            The computation period shall be the Plan Year if not otherwise set
forth herein.

            Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c).

            Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II
                                 ADMINISTRATION

2.1   POWERS AND RESPONSIBILITES OF THE EMPLOYER

                  (a) In addition to the general powers and responsibilities
            otherwise provided for in this Plan, the Employer shall be empowered
            to appoint and remove the Trustee and the Administrator from time to
            time as it deems necessary for the proper administration of the Plan
            to ensure that the Plan is being operated for the exclusive benefit
            of the Participants and their Beneficiaries in accordance with the
            terms of the Plan, the Code, and the Act. The Employer may appoint
            counsel, specialists, advisers, agents (including any nonfiduciary
            agent) and other persons as the Employer deems necessary or
            desirable on connection with the exercise of its fiduciary duties
            under this Plan. The Employer may compensate such agents or
            advisers from one assets of the Plan as fiducary expenses (but
            not including any business (settlor) expenses of the Emp1oyer, to
            the extent not paid by the Employer.

                  (b) The Employer may, by written agreement or designation,
            appoint at its option an Investment Manager (qualified under the
            Investment Company Act of 1940 as amended), investment adviser, or
            other agent to provide direction to the Trustee which respect to any
            or all of the Plan assets. Such appointment shell be given by the
            Employer in writing in a form acceptable to the Trustee and shall
            specifically identify the Plan assets with respect to which


                                      -15-


            the Investment Manager or other agent shall have authority to direct
            the investment.

                  (c) The Employer shall establish a "funding policy and
            method," i.e., it shall determine whether the Plan has a short run
            need for liquidity (e.g., to pay benefits) or whether liquidity is
            a long run goal and investment growth (and stability of same) is a
            more current need, or shall appoint a qualified person to do so.
            The Employer or its delegate shall communicate such needs and goals
            to the Trustee, who shall coordinate such Plan needs with its
            Investment policy. The communication of such a "funding policy and
            method" shall not, however, constitute a directive to the Trustee as
            to the investment of the Trust Funds. Such "funding policy and
            method" shall be consistent with the objectives of this Plan and
            with the requirements of Title I of the Act.

                  (d) The Employer shall periodically review the performance
            of any Fiduciary or other person to whom duties have been delegated
            or allocated by it under the provisions or those Plan or pursuant to
            procedures established hereunder. This requirement may be satisfied
            by formal periodic review by the Employer or by a qualified person
            specifically designated by the Employer, through day-to-day conduct
            and evaluation, or through other appropriate ways.

2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY

            The Employer shall be the Administrator. The Employer may appoint
any person, including, but not limited to, the Employees of the Employer, to
perform the duties of the Administrator. Any person so appointed shall signify
acceptance by filing written acceptance with the Employer. Upon the resignation
or removal of any individual performing the duties of the Administrator, the
Employer may designate a successor.

2.3   POWERS AND DUTIES OF THE ADMINITRATOR

            The primary responsibility of the Administrator is to administrator
the Plan for the exclusive benefit of the Participants and the Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons. The Administrator may establish procedures, correct any defect,
supply any information, or reconcile any inconsistency on such manner and to
such extent as shall be deemed necessary or advisable to carry out the purpose
of the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction shall be done in a nondiscriminatory manner cased
upon uniform principles consistently applied and shall be consistent with the


                                      -16-


intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and
all regulations issued pursuant thereto. The Administrator shall have all
powers necessary or appropriate to accomplish the Administrator's duties under
the Plan.

            The Administrator shall be charged with the duties of the general
Administration of the Plan as set forth under the terms of the Plan, inducing,
but not limited to, the following:

                  (a) the discretion to determine all questions relating to the
            eligibility of Employees to participate or remain a Participant
            hereunder and to receive benefits under the Plan;

                  (b) to compute, certify, and direct the Trustee with respect
            to the amount and the kind of benefits to which any Participant
            shall be entitled hereunder;

                  (c) to authorize and direct the Trustee with respect to all
            discretionary or otherwise directed disbursements from the Trust;

                  (d) to maintain all necessary records for the administration
            of the Plan;

                  (e) to interpret the provisions of the Plan and to make and
            publish such rules for regulation of the Plan as are consistent with
            the terms hereof;

                  (f) to determine the size and type of any Contract to be
            purchased from any insurer, and to designate the insurer from which
            such Contract shall be purchased;

                  (g) to compute and certify to the Employer and to the
            Trustee from time to time the sums of money necessary or desirable
            to be contributed to the Plan;

                  (h) to consult with the Employer and the Trustee regarding the
            short and long-term liquidity needs of the Paln in order that the
            Trustee can exercise any investment discretion in a manner designed
            to accomplish specific objectives;

                  (i) to prepare and implement a procedure to notify Eligible
            Employees that they may elect to have a portion of their
            Compensation deferred or paid to them in cash;

                  (j) to act as the named Fiduciary responsibile for
            communications with Participants as needed to maintain Plan
            compliance with Act Section 404(c), including, but not limited to,
            the receipt and transmitting of Participant's directions as to the
            investment of their account(s) under the Plan and the formulation of
            policies, rules, and


                                      -17-


            procedures pursuant to which Participants may give investment
            instructions with respect to the investment of their accounts;

                  (k) to determine the validity of, and take appropriate action
            with respect to, any qualified domestic relations order received by
            it; and

                  (l) to assist any Participant regarding the Participant's
            rights, benefits, or elections available under the Plan.

2.4   RECORDS AND REPORTS

            The Administrator shall keep a record of all actions taken and
shall keep all other books of account, records, policies, and other data that
may be necessary for proper administration of the Plan and shall be responsible
for supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

2.3   APPOINTMENT OF ADVISERS

            The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
such fiduciary agents) and other persons as the Administrator or the Trustee
deems necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and to Plan Participants.

2.6   PAYMENT OF EXPENSES

            All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or the Trustee on carrying out the
instructions of Participants as to the directed investment of their accounts and
other specialists and their agents, the costs of any bonds required pursuant to
Act Section 412, and other costs of administering the Plan. Until paid, the
expenses shall constitute a liability of the Trust Fund.

2.7   CLAIMS PROCEDURE

            Claims for benefits under the Plan  may be filed in writing with the
Administrator. Written notice of the disposition of a claim


                                      -18-


shall be furnished to the claimant within ninety (90) days after the
application is filed, or such period as is required by applicable law or
Department of Labor regulation. In the event the claim is denied, the reasons
for the denial shall be specifically set forth to the notice on language
calculated to be understood by the claimant, pertinent provisions of the Plan
shall be cited, and, where appropriate, an explanation as to how the claimant
can perfect the claim will be provided. In addition, the claimant shall be
furnished with an explanation of the Plan's claims review procedure.

2.8   CLAIMS REVIEW PROCEDURE

            Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to Section 2.7
shall be entitled to request the Administrator to give further consideration to
a claim by filing with the Administrator a written request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes the claim should be allowed, shall be filed with the Administrator no
later than sixty (60) days after receipt of the written notification provided
for in Section 2.7. The Administrator shall then conduct a hearing within the
next sixty (60) days, at which the claimant may be represented by an attorney or
any other representative of such claimant's choosing and expense and at which
the claimant shall have an opportunity to submit written and oral evidence and
arguments in support of the claim. At the hearing (or prior thereto upon five
(5) business days written notice the Administrator) the claimant or the
claimant's representative shall have an opportunity to review all documents in
the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within sixty (60) days of receipt of the appeal
(unless there has been an extension of sixty (60) days due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the sixty (60) day period). Such
communication shall be written in a manner calculated to be understood by the
claimant and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based.

                                   ARTICLE III
                                   ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY

            An Eligible Employee shall be eligible to participate hereunder on
the date of such Employee's employment with the Employer.


                                      -19-


3.2   EFFECTIVE DATE OF PARTICIPATION

            An Eligible Employee, with respect to salary reduction elections
pursuant to Section 4.2 and Employer matching contributions pursuant to Section
4.1(b), shall become a Participant efective as of the first day of the month
coinciding with or next following the date on which such Employee met the
eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a 1-Year Break in Service has not occurred or, if later, the date that
the Employee would have otherwise entered the Plan had the Employee not
terminated employment).

            However, with respect to Employer discretionary contributions
pursuant to Section 4.1(c), an Eligible Employee shall become a Participant
effective as of the date on which such Employee satisfies the eligibility
requirements of Section. 3.1.

            If an Employee, who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant, shall go from a
classification of a non-eligible Employee to an Eligible Employee, such
Employee shall become a Participant on the date such Employee becomes an
Eligible Employee or, if later, the date that the Employee would have otherwise
entered the Plan had the Empoyee always been an Eligible Employee.

            If an Employee, who has satisfied the Plan's eligibility
requirements and would otherwise become a Participant, shall go from a
classification of an Eligible Employee to a non-eligible class of Employees,
such Employee shall become a Partiipant in the Plan on the date such Employee
again becomes an Eligible Employee, or, if later, the date that the Employee
would have otherwise entered the Plan had the Employee always been an Eligible
Employee. However, if such Employee incurs a 1-Year Break in Service,
eligibility will be determined under the Break in Service rules set forth in
Section 3.7.

3.3   DETERMINATION OF ELIGIBILITY

            The Administrator shall determine the eligibility of each Employee
for participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long as
the same is made pursuant to Plan and the Act. Such determination shall be
subject to review pursuant to Section 2.8.

3.4   TERMINATION OF ELIGIBILITY

            In the event a Participant shall go from a classification of an
Eligible Employee to an ineligible Employee, such Former Participant shall
continue to vest in the Plan for each Year of Service completed while a
non-eligible Employee, until such time as the Participant's Account is
forfeited or distributed pursuant to the terms of the Plan. Additionally, the
Former Participant's interest in the Plan shall continue to share in the
earnings of the Trust Fund.


                                      -20-


3.5    OMISSION OF ELIGIBLE EMPLOYEE

            If, in any Plan Year, any Employee who should be included as a
Particlpant in the Plan is erroneously omitted and discovery of such ommission
is not made until after a contribution by the Employer for the year has been
made and allocated, then the Employer shall make a subsequent contribution, if
necessary after the application of Section 4.4(c), so that the omitted
Employee receives a total amount which the Employee would have received
(including both Employer contributions and earnings thereon) had the Employee
not been omitted. Such contribution shall be made regardless of whether it
is deductible in whole or in part in any taxable year under applicable
provisions of the Code.

3.6   INCLUSION OF INELIGIBLE EMPLOYEE

            If, in any Plan Year, any person who should not have seen
included as a Participant in the Plan is erroneously included and discovery of
such inclusion is not made until after a contribution for the year has been
made and allocated, the Employer shall be entitled to recover the contribution
made with respect to the ineligible person provide the error is discovered
within twelve (12) months of the date on which it was made. Otherwise, the
amount contributed with respect to the ineligible person shall constitute a
Forfeiture for the Plan Year in which the discovery is made. Notwithstanding
the foregoing, any Deferred Compensation made by an ineligible person shall be
distributed to the person (along with any earnings attributable to such
Deferred Compensation)

3.7   REHIRED EMPLOYEES AND BREAKS IN SERVICES

                  (a) If any Participant becomes a Former Participant due to
            severance from employment with the Employer and is re-employed by
            the Employer before a 1-Year Break in Service occurs, the Former
            Participant shall become a Participant as of the re-employment
            date.

                  (b) If any Participant becomes a former Participant due to
            severance from employment with the Employer and is re-employed
            after a 1-Year Break in Service has occurred, Years of Service shall
            include years of Service prior to the 1-Year Break in Service
            subject to the following rules:

                        (I) In the case of a Former Participant who under the
                        Plan does not have a nonforfeitable right to an
                        interest in the Plan resulting from Employer
                        contributions, Years of Service before a period of
                        1-Year Break in Service will not be taken into account
                        if the number of consecutive 1-Year Breaks in Service
                        equal or exceed the greater of (A) five (5) or (B) the
                        aggregate number of pre-break Years of Service. Such
                        aggregate number of Years of Service will not include
                        any Years of Service disregarded under the preceding
                        sentence by reason of prior 1-Year Breaks in Services.


                                      -21-


                        (2) A Former Participant shall participate on the Plan
                        as of the date of re-employment.

                        (c) After a Former Participant who has severed
                  employment with the Employer incurs five 5) consecutive 1-Year
                  Breaks in Service, the Vested portion of said Former
                  Participant's Account attributable to pre-break service shall
                  not be increased as a result of post-break service. In such
                  case, separate accounts will be maintained as follows:

                        (1) one account for nonforfeitable benefits attributable
                        to pre-break service; and

                        (2) one account representing the Participant's Employer
                        derived account balance in the Plan attributable to
                        post-break service.

                        (d) If any Participant becomes a Former Participant due
                  to severance of employment with the Employer and is
                  re-employed by the Employer before five (5) consecutive 1-Year
                  Breaks in Service, and such Former Participant had received a
                  distribution of the entire Vested interest prior to
                  re-employment, then the forfeited account shall be reinstated
                  only if the Former Participant repays the full amount which
                  had been distributed. Such repayment must be made before the
                  earlier of five (5) years after the first date on which the
                  Participant is subsequently re-employed by the Employer or the
                  close of the first period of five (5) consecutive 1-Year
                  Breaks in Service commencing after the distribution. If a
                  distribution occurs for any reason other than a severance of
                  employment, the time for repayment may not end earlier than
                  five (5) years after the date of distribution. In the event
                  the Former Participant does repay the full amount distributed,
                  the undistributed forfeited portion of the Participant's
                  Account must be restored in full, unadjusted by any gains or
                  losses occurring subsequent to the Valuation Date preceding
                  the distribution. The source for such reinstatement may be
                  Forfeitures occurring during the Plan Year. If such source is
                  insufficient, then the Employer will contribute an amount
                  which is sufficient to restore any such forfeited Accounts
                  provided, however, that if a discretionary contribution is
                  made for such year pursuant to Section 4.1(c), such
                  contribution will first be applied to restore any such
                  Accounts and the remainder shall be allocated in accordance
                  with Section 4.4.

3.8   ELECTION NOT TO PARTICIPATE

            An Employee, for Plan Years beginning on or after the later of the
adoption date or effective date of this amendment and restatement, may, subject
to the approval of the Employer, elect voluntarily not to participate in the
Plan. The election not to participate must be irrevocable and communicated to
the Employer, in


                                      -22-


writing, within a reasonable period of time before the beginning of the first
Plan Year.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

            For each Plan Year, the Employer shall contribute to the Plan:

                  (a) The amount of the total salary reduction elections of all
            Participants made pursuant to Section 4.2(a), which amount shall
            be deemed an Employer Elective Contribution.

                  (b) On behalf of each Participant who elects to defer
            Compensation in accordance with Section 4.2(a) hereof, a matching
            contribution equal to 100% of each such Participant's Deferred
            Compensation not in excess of 3% of his Compensation, which amount
            shall be deemed an Employer Non-Elective Contribution.

                        In applying the foregoing matching formula, the matching
            contribution shall be accrued separately for each pay period during
            the Plan Year, and only Deferred Compensation not in excess of 3% of
            a Participant's Compensation in any such pay period shall be
            considered. Except, however, in applying the matching formula
            specified above for the Plan Years beginning January 1, 2000, and
            January 1, 2001, respectively, salary reductions up to 3% of
            Compensation for the entire Plan Year shall be considered.

                  (c) A discretionary amount, which amount, if any, shall be
            deemed an Employer Non-Elective Contribution.

                  (d) Additionally, to the extent necessary, the Employer shall
            contribute to the Plan the amount necessary to provide the top heavy
            minimum contribution. All contributions by the Employer shall be
            made in cash or in such property as is acceptable to the Trustee.

4.2   PARTICIPANT'S SALARY REDUCTION ELECTION

                  (a) Each Participant may elect to defer Compensation which
            would have been received in the Plan Year, but for the deferral
            election, by up to 15%. A deferral election (or modiication of an
            earlier election) may not be made with respect to Compensation which
            is currently available on or before the date the Participant
            executed such election. For purposes of this Section, Compensation
            shall be determined prior to any reductions made pursuant to Code
            Sections 125, 132(f)(4) for Plan Years beginning after December
            3l, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee


                                      -23-


            contributions described in. Code Section 414(h)(2) that are treated
            as Employer contributions.

                        The amount by which Compensation is reduced shall be
            that Participant's Deferred Compensation and be treated as an
            Employer Elective Contribution and allocated to that Participant's
            Elective Account.

                  (b) The balance in each Participant's Elective Account shall
            be fully Vested at all times and, except as otherwise provided
            herein, shall not be subject to Forfeiture for any reason.

                  (c) Notwithstanding anything in the Plan to the contrary,
            amounts held in the Participant's Elective Account may not be
            distributable (including any offset of loans) earlier than:

                  (1) a Participant's separation from service, Total and
                  Permanent Disability, or death;

                  (2) a Participant's attainment of age 59 1/2;

                  (3) the termination of the Plan without the existence at the
                  time of Plan termination of another defined contribution plan
                  or the establishment of a successor defined contribution plan
                  by the Employer or an Affiliated Employer within the period
                  ending twelve months after distribution of all assets from the
                  Plan maintained by the Employer. For this purpose, a defined
                  contribution plan does not include an employee stock ownership
                  plan (as defined in Code Section 4975(e)(7) or 409), a
                  simplified employee pension plan (as defined in Code Section.
                  408(k)), or a simple individual retirement account plan (as
                  defined in Code Section 408(p));

                  (4) the date of disposition by the Employer to an entity that
                  is not an Affiliated Employer of substantially all of the
                  assets (within the meaning of Code Section 409(d)(2)) used
                  in a trade or business of such corporation or such corporation
                  continues to maintain this Plan after the disposition with
                  respect to a Participant who continues employment with the
                  corporation acquiring such assets;

                  (5) the date of disposition by the Employer or an Affiliated
                  Employer who maintains the Plan of its interest in a
                  subsidiary (within the meaning of Code Section 409(d)(3)) to
                  an entity which is not an Affiliated Employer but only with
                  respect to a Participant who continues employment with such
                  subsidiary; or


                                      -24-


                  (6) the proven financial hardship of a Participant subject to
                  the limitations of Section 6.l1.

                  (d) For each Plan Year, a Participant's Deferred Compensation
            made under this Plan and all other plans, contracts or arrangements
            of the Employer maintaining this Plan shall not exceed, during any
            taxable year of the Participant, the limitation imposed by Code
            Section 402(g) as in effect at the beginning of such taxable year.
            If such dollar limitation is exceeded, a Participant will be deemed
            to have notified the Administrator of such excess amount which shall
            be distributed in a manner consistent with Section. 4.2(f). The
            dollar limitation shall be adjusted annually pursuant to the method
            provided in Code Section 415(d) in accordance with Regulations.

                  (e) In the event a Participant has received a hardship
            distribution from the Participant's Elective Account pursuant to
            Section 6.11(b) or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B)
            from any other plan maintained by the Employer, than such
            Participant shall not be permitted to elect to have Deferred
            Compensation contributed to the Plan for a period of twelve (12)
            months following the receipt of the distribution. Furthermore, the
            dollar limitation under Code Section 402(g) shall be reduced, with
            respect to the Participant's taxable year following the taxable year
            in which the hardship distribution was made, by the amount of such
            Participant's Deferred Compensation, if any, pursuant to this Plan
            (and any other plan maintained by the Employer) for the taxable year
            of the hardship distribution.

                  (f) If a Participant's Deferred Compensation under this Plan
            together with any elective deferrals (as defined in Regulation
            l.402(g)-l(b)) under another qualified cash or deferred arrangement
            (as described in Code Section 401(k)), a simplified employee pension
            (as described in Code Section 408(k)(6)), a simple individual
            retirement account plan (as described in Code Section 408(p)), a
            salary reduction arrangement (within the meaning of Code Section
            3121(a)(5)(D), a deferred compensation plan under Code Section
            457(b), or a trust described in Code Section 501(c)(18) cumulatively
            exceed the limitation imposed by Code Section 402(g) as adjusted
            annually in accordance with the method provided in Code Section
            415(d) pursuant to Regulations) for such Participant's taxable year,
            the Participant may, not later than March 1 following the close of
            the Participant's taxable year, notify the Administrator in wrIting
            of such excess and request that the Participant's Deferred
            Compensation under this Plan be reduced by an amount specified by
            the Participant. In such event, the Administrator may direct the
            Trustee to distribute such excess amount (and any Income allocable
            to such excess amount) to the Participant not later than the


                                      -25-


            first April 15th following the close of the Participant's taxable
            year. Any distribution of less than the entire amount of Excess
            Deferred Compensation and Income shall be treated as a pro rata
            distribution of Excess Deferred Compensation and Income. The amount
            distributed shall not exceed the Participant's Deferred Compensation
            under the Plan for the taxable year (and any income allocable to
            such excess amount). Any distribution on or before the last day of
            the Participant's taxable year must satisfy each of the following
            conditions:

                  (1) the distribution must be made after the date on which the
                  Plan received the Excess Deferred Compensation;

                  (2) the Participant shall designate the distribution as Excess
                  Deferred Compensation; and

                  (3) the Plan must designate the distribution as a distribution
                  of Excess Deferred Compensation.

                        Any distribution made pursuant to this Section 4.2(f)
            shall be made first from unmatched Deferred Compensation and,
            thereafter, from Deferred Compensation which is matched. Matching
            contributions which relate to such Deferred Compensation shall be
            forfeited.

                  (g) Notwithstanding Section 4.2(f) above, a Participant's
            Excess Deferred Compensation shall be reduced, but not below zero,
            by any distribution of Excess Contributions pursuant to Section
            4.6(a) for the Plan Year beginning with or within the taxable year
            of the Participant.

                  (h) At Normal Retirement Date, or such other date when the
            Participant shall be entitled to receive benefits, the fair market
            value of the Participant's Elective Account shall be used to provide
            additional benefits to the Participant or the Participant's
            Beneficiary.

                  (i) Employer Elective Contributions made pursuant to this
            Section may be segregated into a separate account for each
            Participant in a federally insured saving account, certificate of
            deposit in a bank or savings and loan association, money market
            certificate, or other short-term debt security acceptable to the
            Trustee until such time as the allocations pursuant to Section 4.4
            have been made.

                  (j) The Employer and the Administrator shall implement the
            salary reduction elections provided for herein in accordance with
            the following:

                  (1) A Participant must make an initial salary deferral
                  election within a reasonable time, not to


                                      -26-


                  exceed thirty (30) days, after entering the Plan pursuant to
                  Section 3.2. If the Participant fails to make an i3nitial
                  salary deferral election within such time, then such
                  Participant may thereafter make an election in accordance with
                  the rules govering modifications. The Participant shall make
                  such an election by entering into a written salary reduction
                  agreement with the Employer and filing such agreement with the
                  Administrator. Such election shall initially be effective
                  beginning with the pay period following the acceptance of the
                  salary reduction agreement by the Administrator, shall not
                  have retroactive effect and shall remain in force until
                  revoked.

                  (2) A Participant may modify a prior election at any time
                  during the Plan Year and concurrently make a new election by
                  filing a written notice with the Administrator within a
                  reasonable time before the pay period for which such
                  modification is to be effective. Any modification shall not
                  have retroactive effect and shall remain in force until
                  revoked.

                  (3) A Participant may elect to prospectively revoke the
                  Participant's salary reduction agreement in its entirety at
                  any time during the Plan Year by providing the Administrator
                  with thirty (30) days written notice of such revocation (or
                  upon such shorter notice period as may be acceptable to the
                  Administrator). Such revocation shall become effective as of
                  the beginning of the first pay period coincident with or next
                  following the expiration of the notice period. Furthermore,
                  the termination of the Participant's employment, or the
                  cessation of participation for any reason, shall be deemed to
                  revoke any salary reduction agreement then in effect,
                  effective immediately following the close of the pay period
                  within which such termination or cessation occurs.

4.3 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

            The Employer may make its contribution to the Plan for a particular
Plan Year at such time as the Employer, in its sole discretion, determines. If
the Employer makes a contribution for a particular Plan Year after the close of
that Plan Year, the Employer will designate to the Trustee the Plan Year for
which the Employer is making its contribution.

4.4 ALLOCATION OF CONTRIBUTION AND EARNINGS

                  (a) The Administrator shall establish and maintain an account
            in the name of each Participant to which the Administrator shall
            credit as of each Anniversary Date, or other Valuation Date, all
            amounts allocated to each such Participant as set forth herein.


                                      -27-


                  (b) The Employer shall provide the Administrator with all
            information required by the Administrator to make a proper
            allocation of the Employer contributions for each Plan Year. Within
            a reasonable period of time after the date of receipt by the
            Administrator of such information, the Administrator shall allocate
            such contribution as follows:

                  (1) With respect to the Employer Elective Contribution made
                  pursuant to Section 4.1(a), to each Participant's Elective
                  Account in an amount equal to each such Participant's Deferred
                  Compensation for the year.

                  (2) With respect to the Employer Non-Elective Contribution
                  made pursuant to Section 4.1(b), to each Participant's Account
                  in accordance with Section 4.1(b).

                  Any Participant actively employed during the Plan Year shall
                  be eligible to share in the matching contribution for the Plan
                  Year.

                  (3) With respect to the Employer Non-Elective Contribution
                  made pursuant to Section 4.1(c), to each Participant's Account
                  in the same proportion that each such Participant's
                  Compensation for the year bears to the total Compensation of
                  all Participants for such year.

                  Only Participants who are actively employed on the last day of
                  the Plan Year shall be eligible to share in the discretionary
                  contribution for the year.

                  (c) On or before each Anniversary Date any amounts which
            became Forfeitures since the last Anniversary Date may be made
            available to reinstate previously forfeited account balances of
            Former Participants, if any, in accordance with Section 3.7(d), be
            used to satisfy any contribution that may be required pursuant to
            Sections 3.5 and 6.9, or be used to pay any administrative expenses
            of the Plan. The remaining Forfeitures, if any, shall be used to
            reduce the Employer's contributions hereunder for the Plan Year in
            which such Forfeitures occur.

                  (d) For any Top Heavy Plan Year, Employees not otherwise
            eligible to share in the allocation of contributions as provided
            above, shall receive the minimum allocation provided for in Section
            4.4(g) if eligible pursuant to the provisions of Section 4.4(i).

                  (e) Notwithstanding the foregoing, Participants who are not
            actively employed on the last day of the Plan Year due to Retirement
            (Normal or Late), Total and Permanent


                                      -28-


            Disability or death shall share in the allocation of contributions
            for that Plan Year.

                  (f) As of each Valuation Date, before the current valuation
            period allocation of Employer contributions, any earnings or losses
            (net appreciation or net depreciation) of the Trust Fund shall be
            allocated in the same proportion that each Participant's and Former
            Participant's nonsegregated accounts bear to the total of all
            Participants' and Former Participants' nonsegregated accounts as of
            such date. Earnings or losses with respect to a Participant's
            Directed Account shall be allocated in accordance with Section 4.12.

                        Participants' transfers from other qualified plans
            deposited in the general Trust Fund shall share in any earnings and
            losses (net appreciation or depreciation) of the Trust Fund in the
            same manner provided above. Each segregated account maintained on
            behalf of a Participant shall be credited or charged with its
            separate earnings and losses.

                  (g) Minimum Allocations Required for Top Heavy Plan Years:
            Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum
            of the Employer contributions allocated to the Participant's
            Combined Account of each Employee shall be equal to at least three
            percent (3%) of such Employee's "415 Compensation" (reduced by
            contributions and forfeitures, if any, allocated to each Employee in
            any defined contribution plan included with this Plan in a Required
            Aggregation Group). However, if (1) the sum of the Employer
            contributions allocated to the participant's Combined Account of
            each Key Employee for such Top Heavy Plan Year is less than three
            percent (3%) of each Key Employee's "415 Compensation" and (2) this
            Plan is not required to be included in an Aggregation Group to
            enable a defined benefit plan to meet the requirements of Code
            Section 401(a) (4) or 410, the sum of the Employer contributions
            allocated to the Participant's Combined Account of each Employee
            shall be equal to the largest percentage allocated to the
            Participant's Combined Account of any Key Employee. However, in
            determining whether a Non-Key Employee has received the required
            minimum allocation, such Non-Key Employee's Deferred Compensation
            and matching contributions needed to satisfy the "Actual
            Contribution Percentage" tests pursuant to Section 4.7(a) shall not
            be taken into account.

                        However, no such minimum allocation shall be required in
            this Plan for any Employee who participates in another defined
            contribution plan subject to Code Section 412 included with this
            Plan in a Required Aggregation Group.

                  (h) For purposes of the minimum allocations set forth


                                      -29-


            above, the percentage allocated to the Participant's Combined
            Account of any Key Employee shall be equal to the ratio of the sum
            of the Employer contributions allocated on behalf of such Key
            Employee divided by the "415 Compensation" for such Key Employee.

                  (i) For any Top Heavy Plan Year, the minimum allocations set
            forth above shall be allocated to the Participant's Combined Account
            of all Employees who are Participants and who are employed by the
            Employer on the last day of the Plan Year, including Employees who
            have (1) failed to complete a Year of Service; and (2) declined to
            make mandatory contributions (if required) or, in the case of a cash
            or deferred arrangement, elective contributions to the Plan.

                  (j) For the purposes of this Section, "415 Compensation" in
            excess of $150,000 (or such other amount provided, in the Code)
            shall be disregarded. Such amount shall be adjusted or increases in
            the cost of living in accordance with Code Section 401(a)(17)(B),
            except that the dollar increase in effect on January 1 of any
            calendar year shall be effective for the Plan Year beginning with or
            within such calendar year. If "415 Compensation" for any prior
            determination period is taken into account in determining a
            Participant's minimum benefit for the current Plan Year, the "415
            Compensation" for such determination period is subject to the
            applicable annual "415 Compensation" limit in effect for that prior
            period. For this purpose, in determining the minimum benefit in Plan
            Years beginning on or after January 1, 1989, the annual "415
            Compensation" limit in effect for determination periods beginning
            before that date is $200,000 (or such other amount as adjusted for
            increases in the cost of living in accordance with Code Section
            415(d) for determination periods beginning on or after January 1,
            1989, and in accordance with Code Section 401(a)(17)(B) for
            determination periods beginning on or after January 1, 1994). For
            determination periods beginning prior to January 1, 1989, the
            $200,000 limit shall apply only for Top Heavy Plan Years and shall
            not be adjusted. For any short Plan Year the "415 Compensation"
            limit shall be an amount equal to the "415 Compensation" limit for
            the calendar year in which the Plan Year begins multiplied by the
            ratio obtained by dividing the number of full months in the short
            Plan Year by twelve (12).

                  (k) Notwithstanding anything herein to the contrary,
            Participants who terminated employment for any reason during the
            Plan Year shall share in the salary reduction contributions made by
            the Employer for the year of termination without regard to the Hours
            of Service credited.

                  (l) Notwithstanding anything in this Section to the contrary,
            all information necessary to properly reflect a


                                      -30-


            given transaction may not be available until after the date
            specified herein for processing such transaction, in which case the
            transaction will be reflected when such information is received and
            processed. Subject to express limits that may be imposed under the
            Code, the processing of any contribution, distribution or other
            transaction may be delayed for any legitimate business reason
            (including, but not limited to, failure of systems or computer
            programs, failure of the means of the transmission of data, force
            majeure, the failure of a service provider to timely receive values
            or prices, and the correction for errors or omissions or the errors
            or omissions of any service provider). The processing date of a
            transaction will be binding for all purposes of the Plan.

                  (m) Notwithstanding anything to the contrary, if this is a
            plan that would otherwise fail to meet the requirements of code
            Section 410(b) (1) and the Regulations thereunder because Employer
            contributions would not be allocated to a sufficient number or
            percentage of Participants for a Plan Year, then the following rules
            shall apply:

                  (1) The group of Participants eligible to share in the
                  Employer's contribution for the Plan Year shall be expanded to
                  include the minimum number of Participants who would not
                  otherwise be eligible as are necessary to satisfy the
                  applicable test specified above. The specific Participants who
                  shall become eligible under the terms of this paragraph shall
                  be those who have not separated from service prior to the last
                  day of the Plan Year and have completed the greatest number of
                  Hours of Service in the Plan Year.

                  (2) If after application of paragraph (1) above, the
                  applicable test is still not satisfied, then the group of
                  Participants eligible to share in the Employer's contribution
                  for the Plan Year shall be further expanded to include the
                  minimum number of Participants who have separated from service
                  prior to the last day of the Plan Year as are necessary to
                  satisfy the applicable test. The specific Participants who
                  shall become eligible to share shall be those Participants who
                  have completed the greatest number of Hours of Service in the
                  Plan Year before terminating employment.

                  (3) Nothing in this Section shall permit the reduction of a
                  Participant's accrued benefit. Therefore any amounts that have
                  previously been allocated to Participants may not be
                  reallocated to satisfy these requirements. In such event, the
                  Employer shall make an additional contribution equal to the
                  amount such affected Participants would have received had they
                  been included in the allocations,


                                      -31-


                  even if it exceeds the amount which would be deductible under
                  Code Section 404. Any adjustment to the allocations pursuant
                  to this paragraph shall be considered a retroactive amendment
                  adopted by the last day of the Plan Year.

4.5 ACTUAL DEFERRAL PERCENTAGE TESTS

                  (a) Maximum Annual Allocation: For each Plan Year beginning
            after December 31, 1996, the annual allocation derived from Employer
            Elective Contributions to a Highly Compensated Participant's
            Elective Account shall satisfy one of the following tests:

                  (1) The "Actual Deferral Percentage" for the Highly
                  Compensated Participant group shall not be more than the
                  "Actual Deferral Percentage" of the Non-Highly Compensated
                  Participant group (for the preceding Plan Year if the prior
                  year testing method is used to calculate the "Actual Deferral
                  Percentage" for the Non-Highly Compensated Participant group)
                  multiplied by 1.25, or

                  (2) The excess of the "Actual Deferral Percentage" for the
                  Highly Compensated Participant group over the "Actual Deferral
                  Percentage" for the Non-Highly Compensated Participant group
                  (for the preceding Plan Year if the prior year testing method
                  is used to calculate the "Actual Deferral Percentage" for the
                  Non-Highly Compensated Participant group) shall not be more
                  than two percentage points. Additionally, the "Actual Deferral
                  Percentage" for the Highly Compensated Participant group shall
                  not exceed the "Actual Deferral Percentage" for the Non-Highly
                  Compensated Participant group (for the preceding Plan Year if
                  the prior year testing method is used to calculate the "Actual
                  Deferral Percentage" for the Non-Highly Compensated
                  Participant group) multiplied by 2. The provisions of Code
                  Section 401(k)(3) and Regulation 1.401(k)-1(b) are
                  incorporated herein by reference.

                  However, in order to prevent the multiple use of the
                  alternative method described in (2) above and in Code Section
                  401(m)(9)(A), any Highly Compensated Participant eligible to
                  make elective deferrals pursuant to Section 4.2 and to make
                  Employee contributions or to receive matching contributions
                  under this Plan or under any other plan maintained by the
                  Employer or an Affiliated Employer shall have a combination of
                  such Participant's Elective Contributions and Employer
                  matching contributions reduced pursuant to Section 4.6(a) and
                  Regulation 1.401(m)-2, the provisions of which are
                  incorporated


                                      -32-


                  herein by reference.

                  (b) For the purposes of this Section "Actual Deferral
            Percentage" means, with respect to the Highly Compensated
            Participant group and Non-Highly Compensated Participant group for a
            Plan Year, the average of the ratios, calculated separately for each
            Participant in such group, of the amount of Employer Elective
            Contributions allocated to each Participant's Elective Account for
            such Plan Year, to such Participant's "414(s) Compensation" for such
            Plan Year. The actual deferral ratio for each Participant and the
            "Actual Deferral Percentage" for each group shall be calculated to
            the nearest one hundredth of one percent. Employer Elective
            Contributions allocated to each Non-Highly Compensated Participant's
            Elective Account shall be reduced by Excess Deferred Compensation to
            the extent such excess amounts are made under this Plan or any other
            plan maintained by the Employer.

                        Notwithstanding the above, if the prior year test method
            is used to calculate the "Actual Deferral Percentage" for the Non-
            Highly Compensated Participant group for the first Plan Year of this
            amendment and restatement, the "Actual Deferral Percentage" for the
            Non-Highly Compensated Participant group for the preceding Plan Year
            shall be calculated pursuant to the provisions of the Plan then in
            effect.

                  (c) For the purposes of Sections 4.5(a) and 4.6, a Highly
            Compensated Participant and a Non-Highly Compensated Participant
            shall include any Employee eligible to make a deferral election
            pursuant to Section 4.2, whether or not such deferral election was
            made or suspended pursuant to Section 4.2.

                        Notwithstanding the above, if the prior year testing
            method is used to calculate the "Actual Deferral Percentage" for the
            Non-Highly Compensated Participant group for the first Plan Year of
            this amendment and restatement, for purposes of Section 4.5(a) and
            4.6, a Non-Highly Compensated Participant shall include any such
            Employee eligible to make a deferral election, whether or not such
            deferral election was made or suspended, pursuant to the provisions
            of the Plan in effect for the preceding Plan Year.

                  (d) For the purposes of this Section and Code Sections 401(a)
            (4), 410(b) and 401(k), if two or more plans which include cash or
            deferred arrangements are considered one plan for the purposes of
            Code Section 401(a) (4) or 410(b) (other than Code Section 410(b)
            (2) (A) (ii)), the cash or deferred arrangements included in such
            plans shall be treated as one arrangement. In addition, two or more
            cash or deferred arrangements may be considered as a single


                                      -33-


                  arrangement for purposes of determining whether or not such
                  arrangements satisfy Code Sections 401(a)(4), 410(b) and
                  401(k). In such a case, the cash or deferred arrangements
                  included in such plans and the plans including such
                  arrangements shall be treated as one arrangement and as one
                  plan for purposes of this Section and Code Sections 401(a)(4),
                  410(b) and 401(k). Any adjustment to the Non-Highly
                  Compensated Participant actual deferral ratio for the prior
                  year shall be made in accordance with Internal Revenue Service
                  Notice 981 and any superseding guidance. Plans may be
                  aggregated under this paragraph (d) only if they have the same
                  plan year. Notwithstanding the above, for Plan Years beginning
                  after December 31, 1996, if two or more plans which include
                  cash or deferred arrangements are permissively aggregated
                  under Regulation 1.41O(b)-7(d), all plans permissively
                  aggregated must use either the current year testing method or
                  the prior year testing method for the testing year.

                        Notwithstanding the above, an employee stock ownership
            plan described in Code Section 4975(e)(7) or 409 may not be
            combined with this Plan for purposes of determining whether the
            employee stock ownership plan or this Plan satisfies this Section
            and Code Sections 401(a)(4), 410(b) and 401(k).

                  (e) For the purposes of this Section, if a Highly Compensated
            Participant is a Participant under two or more cash or deferred
            arrangements (other than a cash or deferred arrangement which is
            part of an employee stock ownership plan as defined in Code Section
            4975(e)(7) or 409) of the Employer or an Affiliated Employer, all
            such cash or deferred arrangements shall be treated as one cash or
            deferred arrangement for the purpose of determining the actual
            deferral ratio with respect to such Highly Compensated Participant.
            However, if the cash or deferred arrangements have different plan
            years, this paragraph shall be applied by treating all cash or
            deferred arrangements ending with or within the same calendar year
            as a single arrangement.

                  (f) For the purpose of this Section, for Plan Years beginning
            after December 31, 1996, when calculating the "Actual Deferral
            Percentage" for the Non-Highly Compensated Participant group, the
            current year testing method shall be used. Any change from the
            current year testing method to the prior year testing method shall
            be made pursuant to Internal Revenue Service Notice 981, Section VII
            (or superseding guidance), the provisions of which are incorporated
            herein by reference.

                  (g) Notwithstanding anything in this Section to the contrary,
            the provisions of this Section and Section 4.6 may be applied
            separately (or will be applied separately to the


                                      -34-


            extent required by Regulations) to each plan within the meaning of
            Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years
            beginning after December 31, 1998, the provisions of Code Section
            401(k)(3)(F) may be used to exclude from consideration all Non-
            Highly Compensated Employees who have not satisfied the minimum age
            and service requirements of Code Section 410(a)(1)(A).

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

            In the event (or if it is anticipated) that the initial allocations
of the Employer Elective Contributions made pursuant to Section 4.4 do (or
might) not satisfy one of the tests set forth in Section 4.5(a) for Plan Years
beginning after December 31, 1996, the Administrator shall adjust Excess
Contributions pursuant to the options set forth below:

                  (a) On or before the fifteenth day of the third month
            following the end of each Plan Year, but in no event later than the
            close of the following Plan Year, the Highly Compensated Participant
            having the largest dollar amount of Elective Contributions shall
            have a portion of such Participant's Elective Contributions
            distributed until the total amount of Excess Contributions has been
            distributed, or until the amount of such Participant's Elective
            Contributions equals the Elective Contributions of the Highly
            Compensated Participant having the second largest dollar amount of
            Elective Contributions. This process shall continue until the total
            amount of Excess Contributions has been distributed. In determining
            the amount of Excess Contributions to be distributed with respect to
            an affected Highly Compensated Participant as determined herein,
            such amount shall be reduced pursuant to Section 4.2(f) by any
            Excess Deferred Compensation previously distributed to such affected
            Highly Compensated Participant for such Participant's taxable year
            ending with or within such Plan Year.

                  (1) With respect to the distribution of Excess Contributions
                  pursuant to (a) above, such distribution:

                        (i) may be postponed but not later than the close of the
                        Plan Year following the Plan Year to which they are
                        allocable;

                        (ii) shall be adjusted for Income; and

                        (iii) shall be designated by the Employer as a
                        distribution of Excess Contributions (and Income).

                  (2) Any distribution of less than the entire amount of Excess
                  Contributions shall be treated as a pro rata


                                      -35-


                  distribution of Excess Contributions and Income.

                  (3) Matching contributions which relate to Excess
                  Contributions shall be forfeited unless the related matching
                  contribution is distributed as an Excess Aggregate
                  Contribution pursuant to Section 4.8.

                  (b) Notwithstanding the above, within twelve (12) months after
            the end of the Plan Year, the Employer may make a special Qualified
            Non-Elective Contribution in accordance with one of the following
            provisions which contribution shall be allocated to the
            Participant's Elective Account of each Non-Highly Compensated
            Participant eligible to share in the allocation in accordance with
            such provision. The Employer shall provide the Administrator with
            written notification of the amount of the contribution being made
            and for which provision it is being made pursuant to:

                  (1) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated Participants in an amount
                  sufficient to satisfy (or to prevent an anticipated failure
                  of) one of the tests set forth in Section 4.5(a). Such
                  contribution shall be allocated in the same proportion that
                  each Non-Highly Compensated Participant's 414(s) Compensated
                  for the year (or prior year if the prior year testing method
                  is being used) bears to the total 414(s) Compensation of all
                  Non-Highly Compensated Participants for such year.

                  (2) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated Participants in an amount
                  sufficient to satisfy (or to prevent an anticipated failure
                  of) one of the tests set forth in Section 4.5(a). Such
                  contribution shall be allocated in the same proportion that
                  each Non-Highly Compensated Participant electing salary
                  reductions pursuant to Section 4.2 in the same proportion that
                  each such Non-Highly Compensated Participant's Deferred
                  Compensation for the year (or at the end of the prior Plan
                  Year if the prior year testing method is being used) bears to
                  the total Deferred Compensation of all such Non-Highly
                  Compensated Participants for such year.

                  (3) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated Participants in an amount
                  sufficient to satisfy (or to prevent an anticipated failure
                  of) one of the tests set forth in Section 4.5(a). Such
                  contribution shall be allocated in equal amounts (per capita).

                  (4) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated


                                      -36-


                  Participants electing salary reductions pursuant to Section
                  4.2 in an amount sufficient to satisfy (or to prevent an
                  anticipated failure of) one of the tests set forth in Section
                  4.5(a). Such contribution shall be allocated for the year (or
                  at the end of the prior Plan Year if the prior year testing
                  method is used) to each Non-Highly Compensated Participant
                  electing salary reductions pursuant to Section 4.2 in equal
                  amounts (per capita).

                  (5) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated Participants in an amount
                  sufficient to satisfy (or to prevent an anticipated failure
                  of) one of the tests set forth in Section 4.5(a). Such
                  contribution shall be allocated to the Non-Highly Compensated
                  Participant having the lowest 414(s). Compensation, until one
                  of the tests set forth in Section 4.5(a) is satisfied (or is
                  anticipated to be satisfied), or until such Non-Highly
                  Compensated Participant has received the maximum "annual
                  addition" pursuant to Section 4.9. This process shall continue
                  until, one of the tests set forth in Section 4.5(a) is
                  satisfied (or is anticipated to be satisfied).

                        Notwithstanding the above, at the Employer's discretion,
            Non-Highly Compensated Participants who are not employed at the end
            of the Plan Year (or at the end of the prior Plan Year if the prior
            year testing method is being used) shall not be eligible to receive
            a special Qualified Non-Elective Contribution and shall be
            disregarded.

                        Notwithstanding the above, if the testing method changes
            from the current year testing method to the prior year testing
            method, then for purposes of preventing the double counting of
            Qualified Non-Elective Contributions for the first testing year for
            which the change is effective, any special Qualified Non-Elective
            Contribution on behalf of Non-Highly Compensated Participants used
            to satisfy the "Actual Deferral Percentage" or "Actual Contribution
            Percentage" test under the current year testing method for the prior
            year testing year shall be disregarded.

                  (c) If during a Plan Year, it is projected that the aggregate
            amount of Elective Contributions to be allocated to all Highly
            Compensated Participants under this Plan would cause the Plan to
            fail the tests set forth in Section 4.5(a), then the Administrator
            may automatically reduce the deferral amount of affected Highly
            Compensated Participants, beginning with the Highly Compensated
            Participant who has the highest deferral ratio until it is
            anticipated the Plan will pass the tests or until the actual
            deferral ratio equals the actual deferral ratio of the Highly
            Compensated Participant having the next highest


                                      -37-


            actual deferral ratio. This process may continue until it is
            anticipated that the Plan will satisfy one of the tests set forth in
            Section 4.5(a). Alternatively, the Employer may specify a maximum
            percentage of Compensation that may be deferred.

                  (d) Any Excess Contributions (and Income) which are
            distributed on or after 2 1/2 months after the end of the Plan Year
            shall be subject to the ten percent (10%) Employer excise tax
            imposed by Code Section 4979.

4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS

                  (a) The "Actual Constitution Percentage" for Plan Years
            beginning after December 31, 1996 for the Highly Compensated
            Participant group shall not exceed the greater of:

                  (1) 125 percent of such percentage for the Non-Highly
                  Compensated Participant group (for the preceding Plan Year if
                  the prior year testing method is used to calculate the "Actual
                  Contribution Percentage" for the Non-Highly Compensated
                  Participant group); or

                  (2) the lesser of 200 percent of such percentage for the Non-
                  Highly Compensated Participant group (for the preceding Plan
                  Year if the prior year testing method is used to calculate the
                  "Actual Contribution Percentage" for the Non-Highly
                  Compensated Participant group), or such percentage for the
                  Non-Highly Compensated Participant group (for the preceding
                  Plan Year if the prior year testing method is used to
                  calculate the "Actual Contribution Percentage" for the
                  Non-Highly Compensated Participant group) plus 2 percentage
                  points. However, to prevent the multiple use of the
                  alternative method described in this paragraph and Code
                  Section 401(m)(9)(A), any Highly Compensated Participant
                  eligible to make elective deferrals pursuant to Section 4.2 or
                  any other cash or deferred arrangement maintained by the
                  Employer or an Affiliated Employer and to make Employee
                  contributions or to receive matching contributions under this
                  Plan or under any plan maintained by the Employer or an
                  Affiliated Employer shall have a combination of Elective
                  Contributions and Employer matching contributions reduced
                  pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The
                  provisions of Code Section 401(m) and Regulations
                  1.401(m)-1(b) and 1.401(m)-2 are incorporated herein by
                  reference.

                  (b) For the purposes of this Section and Section 4.8, "Actual
            Contribution Percentage" for a Plan Year means, with respect to the
            Highly Compensated Participant group and Non-Highly Compensated
            Participant group (for the preceding


                                      -38-


            Plan Year if the prior year testing method is used to calculate the
            "Actual Contribution Percentage" for the Non-Highly Compensated
            Participant group), the average of the ratios (calculated separately
            for each Participant in each group and rounded to the nearest one
            hundredth of one percent) of:

                  (1) the sum of Employer matching contributions made pursuant
                  to Section 4.1(b) on behalf of each such Participant for such
                  Plan Year, to

                  (2) the participant's "414(s) Compensation" for such Plan
                  Year.

                        Notwithstanding the above, if the prior year testing
            method is used to calculate the "Actual Contribution Percentage" for
            the Non-Highly Compensated Participant group for the first Plan Year
            of this amendment and restatement, for purposes of Section 47(a),
            the "Actual Contribution Percentage" for the Non-Highly Compensated
            Participant group for the preceding Plan Year shall be determined
            pursuant to the provisions of the Plan then in effect.

                  (c) For purposes of determining the "Actual Contribution
            Percentage," only Employer matching contributions contributed to the
            Plan prior to the end of the succeeding Plan Year shall be
            considered. In addition, the Administrator may elect to take into
            account, with respect to Employees eligible to have Employer
            matching contributions pursuant to Section 4.1(b) allocated to their
            accounts, elective deferrals (as defined in Regulation
            1.402(g)-1(b)) and qualified nonelective contributions (as defined
            in Code Section 401(m)(4)(C)) contributed to any plan maintained
            by the Employer. Such elective deferrals and qualified nonelective
            contributions shall be treated as Employer matching contributions
            subject to Regulation 1.401(m)-1(b)(5) which is incorporated
            herein by reference. However, the Plan Year must be the same as the
            plan year of the plan to which the elective deferrals and the
            qualified nonelective contributions are made.

                  (d) For purposes of this Section and Code Sections 401(a)(4),
            410(b) and 401(m), if two or more plans of the Employer to which
            matching contributions, Employee contributions, or both, are made
            are treated as one plan for purposes of Code Sections 401(a)(4) or
            410(b) (other than the average benefits test under Code Section
            410(b)(2)(A)(ii)), such plans shall be treated as one plan. In
            addition, two or more plans of the Employer to which matching
            contributions, Employee contributions, or both, are made may be
            considered as a single plan for purposes of determining whether or
            not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m).
            In such a case, the aggregated plans must satisfy this Section and
            Code


                                      -39-


            Sections 401(a)(4), 410(b) and 401(m) as though such aggregated
            plans were a single plan. Any adjustment to the Non-Highly
            Compensated Participant actual contribution ratio for the prior year
            shall be made in accordance with Internal Revenue Service Notice 981
            and any superseding guidance. Plans may be aggregated under this
            paragraph (d) only if they have the same plan year. Notwithstanding
            the above, for Plan Years beginning after December 31, 1996, if two
            or more plans which include cash or deferred arrangements are
            permissively aggregated under Regulation 1.410(b)-7(d), all plans
            permissively aggregated must use either the current year testing
            method or the prior year testing method for the testing year.

                        Notwithstanding the above, an employee stock ownership
            plan described in Code Section 4975(e)(7) or 409 may not be
            aggregated with this Plan for purposes of determining whether the
            employee stock ownership plan or this Plan satisfies this Section
            and Code Sections 401(a)(4), 410(b) and 401(m).

                  (e) If a Highly Compensated Participant is a Participant under
            two or more plans (other than an employee stock ownership plan as
            defined in Code Section 4975(e)(7) or 409) which are maintained by
            the Employer or an Affiliated Employer to which matching
            contributions, Employee contributions, or both, are made, all such
            contributions on behalf of such Highly Compensated Participant shall
            be aggregated for purposes of determining such Highly Compensated
            Participant's actual contribution ratio. However, if the plans have
            different plan years, this paragraph shall be applied by treating
            all plans ending with or within the same calendar year as a single
            plan.

                  (f) For purposes of Sections 4.7(a) and 4.8, a Highly
            Compensated Participant and Non-Highly Compensated Participant shall
            include any Employee eligible to have Employer matching
            contributions (whether or not a deferral election was made or
            suspended) allocated to the Participant's account for the Plan Year.

                        Notwithstanding the above, if the prior year testing
            method is used to calculate the "Actual Contribution Percentage" for
            the Non-Highly Compensated Participant group for the first Plan Year
            of this amendment and restatement, for the purposes of Section
            4.7(a), a Non-Highly Compensated Participant shall include any such
            Employee eligible to have Employer matching contributions (whether
            or not a deferral election was made or suspended) allocated to the
            Participant's account for the preceding Plan Year pursuant to the
            provisions of the Plan then in effect.

                  (g) For the purpose of this Section, for Plan Years beginning
            after December 31, 1996, when calculating the


                                      -40-


            "Actual Contribution Percentage" for the Non-Highly Compensated
            Participant group, the current year testing method shall be used.
            Any change from the current year testing method to the prior year
            testing method shall be made pursuant to Internal Revenue Service
            Notice 981, Section VII (or superseding guidance), the provisions of
            which are incorporated herein by reference.

                  (h) Notwithstanding anything in this Section to the contrary,
            the provisions of this Section and Section 4.8 may be applied
            separately (or will be applied separately to the extent required by
            Regulations) to each plan within, the meaning of Regulation
            1.401(k)-1(g)(11). Furthermore, for Plan Years beginning after
            December 31, 1998, the provisions of Code Section 401(k)(3)(F) may
            be used to exclude from consideration all Non-Highly Compensated
            Employees who have not satisfied the minimum age and service
            requirements of Code Section 410(a)(1)(A).

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                  (a) In the event (or if it is anticipated) that, for Plan
            Years beginning after December 31, 1996, the "Actual Contribution
            Percentage" for the Highly Compensated Participant group exceeds (or
            might exceed) the "Actual Contribution Percentage" for the
            Non-Highly Compensated Participant group pursuant to Section 4.7(a),
            the Administrator (on or before the fifteenth day of the third month
            following the end of the Plan Year, but in no event later than the
            close of the following Plan Year) shall direct the Trustee to
            distribute to the Highly Compensated Participant having the largest
            dollar amount of contributions determined pursuant to Section
            4.7(b)(1), the Vested portion of such contributions (and Income
            allocable to such contributions) and, if forfeitable, forfeit such
            non-Vested contributions attributable to Employer matching
            contributions (and Income allocable to such forfeitures) until the
            total amount of Excess Aggregate Contributions has been distributed,
            or until the Participant's remaining amount equals the amount of
            contributions determined pursuant to Section 4.7(b)(1) of the
            Highly Compensated Participant having the second largest dollar
            amount of contributions. This process shall continue until the total
            amount of Excess Aggregate Contributions has been distributed.

                        If the correction of Excess Aggregate Contributions
            attributable to Employer matching contributions is not in proportion
            to the Vested and non-Vested portion of such contributions, then the
            Vested portion of the Participant's Account attributable to Employer
            matching contributions after the correction shall be subject to
            Section 6.5(g).


                                      -41-


                  (b) Any distribution and/or forfeiture of less than the entire
            amount of Excess Aggregate Contributions (and Income) shall be
            treated as a pro rata distribution and/or forfeiture of Excess
            Aggregate Contributions and Income. Distribution of Excess Aggregate
            Contributions shall be designated by the Employer as a distribution
            of Excess Aggregate Contributions (and Income). Forfeitures of
            Excess Aggregate Contributions shall be treated in accordance with
            Section 4.4.

                  (c) Excess Aggregate Contributions, including forfeited
            matching contributions, shall be treated as Employer contributions
            for purposes of Code Sections 404 and 415 even if distributed from
            the Plan.

                        Forfeited matching contributions that are reallocated to
            Participants' Accounts for the Plan Year in which the forfeiture
            occurs shall be treated as an "annual addition" pursuant to Section
            4.9(b) for the Participants to whose Accounts they are reallocated
            and for the Participants from whose Accounts they are forfeited.

                  (d) The determination of the amount of Excess Aggregate
            Contributions with respect to any Plan Year shall be made after
            first determining the Excess Contributions, if any, to be treated as
            after-tax voluntary Employee contributions due to recharacterization
            for the plan year of any other qualified cash or deferred
            arrangement (as defined in Code Section 401(k)) maintained by the
            Employer that ends with or within the Plan Year or which are treated
            as after-tax voluntary Employee contributions due to
            recharacterization pursuant to Section 4.6(a).

                  (e) If during a Plan Year the projected aggregate amount of
            Employer matching contributions to be allocated to all Highly
            Compensated Participants under this Plan would, by virtue of the
            tests set forth in Section 4.7(a), cause the Plan to fail such
            tests, then the Administrator may automatically reduce
            proportionately or in the order provided in Section 4.8(a) each
            affected Highly Compensated Participant's projected share of such
            contributions by an amount necessary to satisfy one of the tests set
            forth in Section 4.7(a).

                  (f) Notwithstanding the above, within twelve (12) months after
            the end of the Plan Year, the Employer may make a special Qualified
            Non-Elective Contribution in accordance with one of the following
            provisions which contribution shall be allocated to the
            Participant's Account of each Non-Highly Compensated eligible to
            share in the allocation in accordance with such provision. The
            Employer shall provide the Administrator with written notification
            of the amount of the contribution being made and for which provision
            it is being made pursuant to:


                                      -42-


                  (1) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated Participants in an amount
                  sufficient to satisfy (or to prevent an anticipated failure
                  of)  one of the tests set forth in Section 4.7. Such
                  contribution shall be allocated in the same proportion that
                  each Non-Highly Compensated Participant's 414(s) Compensation
                  for the year (or prior year if the prior year testing method
                  is being used) bears to the total 414(s) Compensation of all
                  Non-Highly Compensated Participants for such year.

                  (2) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated Participants in an amount
                  sufficient to satisfy (or to prevent an anticipated failure
                  of) one of the tests set forth in Section 4.7. Such
                  contribution shall be allocated in the same proportion that
                  each Non-Highly Compensated Participant electing salary
                  reductions pursuant to Section 4.2 in the same proportion that
                  each such Non-Highly Compensated Participant's Deferred
                  Compensation for the year (or at the end of the prior Plan
                  Year if the prior year testing method is being used) bears to
                  the total Deferred Compensation of all such Non-Highly
                  Compensated Participants for such year.

                  (3) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated Participants in an amount
                  sufficient to satisfy (or to prevent an anticipated failure
                  of) one of the tests set forth in Section 4.7. Such
                  contribution shall be allocated in equal amounts (per capita).

                  (4) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated Participants electing
                  salary reductions pursuant to Section 4.2 in an amount
                  sufficient to satisfy (or to prevent an anticipated failure
                  of) one of the tests set forth in Section 4.5(a). Such
                  contribution shall be allocated for the year (or at the end of
                  the prior Plan Year if the prior year testing method is used)
                  to each Non-Highly Compensated Participant electing salary
                  reductions pursuant to Section 4.2 in equal amounts (per
                  capita).

                  (5) A special Qualified Non-Elective Contribution may be made
                  on behalf of Non-Highly Compensated Participants in an amount
                  sufficient to satisfy (or to prevent an anticipated failure
                  of) one of the tests set forth in Section 4.7. Such
                  contribution shall be allocated to the Non-Highly Compensated
                  Participant having the lowest 414(s) Compensation, until one
                  of


                                      -43-


                  the tests set forth in Section 4.7 is satisfied (or is
                  anticipated to be satisfied), or until such Non-Highly
                  Compensated Participant has received the maximum "annual
                  addition" pursuant to Section 4.9. This process shall continue
                  until one of the tests set forth in Section 4.7 is satisfied
                  (or is anticipated to be satisfied).

                        Notwithstanding the above, at the Employer's discretion,
            Non-Highly Compensated Participants who are not employed at the end
            of the Plan Year (or at the end of the prior Plan Year if the prior
            year testing method is being used) shall not be eligible to receive
            a special Qualified Non-Elective Contribution and shall be
            disregarded.

                        Notwithstanding the above, if the testing method changes
            from the current year testing method to the prior year testing
            method, then for purposes of preventing the double counting of
            Qualified Non-Elective Contributions for the first testing year for
            which the change is effective, any special Qualified Non-Elective
            Contribution on behalf of Non-Highly Compensated Participants used
            to satisfy the "Actual Deferral Percentage" or "Actual Contribution
            Percentage" test under the current year testing method for the prior
            year testing year shall be disregarded.

                  (g) Any Excess Aggregate Contributions (and Income) which are
            distributed on or after 2 1/2 months after the end of the Plan Year
            shall be subject to the ten percent (10%) Employer excise tax
            imposed by Code Section 4979.

4.9 MAXIMUM ANNUAL ADDITIONS

                  (a) Notwithstanding the foregoing, for "limitation years"
            beginning after December 31, 1994, the maximum "annual additions"
            credited to a Participant's accounts for any "limitation year" shall
            equal the lesser of: (1) $30,000 adjusted annually as provided in
            Code Section 415(d) pursuant to the Regulations, or (2) twenty-five
            percent (25%) of the Participant's "415 Compensation" for such
            "limitation year." If the Employer contribution that would otherwise
            be contributed or allocated to the Participant's accounts would
            cause the "annual additions" for the "limitation year" to exceed the
            maximum "annual additions," the amount contributed or allocated will
            be reduced so that the "annual additions" for the "limitation year"
            will equal the maximum "annual additions," and any amount in excess
            of the maximum "annual additions," which would have been allocated
            to such Participant may be allocated to other Participants. For any
            short "limitation year," the dollar limitation in (1) above shall be
            reduced by a fraction, the numerator of which is the number of full
            months in the short "limitation year" and the denominator of which
            is twelve (12).


                                      -44-


                  (b) For purposes of applying the limitations of Code Section
            415, "annual additions" means the sum credited to a Participant's
            accounts or any "limitation year" of (1) Employer contributions, (2)
            Employee contributions, (3) forfeitures, (4) amounts allocated,
            after March 31, 1984, to an individual medical account, as defined
            in Code Section 415(l)(2) which is part of a pension or annuity plan
            maintained by the Employer and (5) amounts derived from
            contributions paid or accrued after December 31, 1985, in taxable
            years ending after such date, which are attributable to
            post-retirement medical benefits allocated to the separate account
            of a key employee (as defined in Code Section, 419A(d)(3)) under a
            welfare benefit plan (as defined in Code Section 419(e)) maintained
            by the Employer Except, however, the "415 Compensation" percentage
            limitation referred tom paragraph (a) (2) above shall not apply to:
            (1) any contribution for medical benefits (within the meaning of
            Code Section 419A(f)(2)) after separation from service which is
            otherwise treated as an "annual addition," or (2) any amount
            otherwise treated as an "annual addition" under Code Section
            415(l)(1).

                  (c) For purposes of applying the limitations of Code Section
            415, the transfer of funds from one qualified plan to another is not
            an "annual addition." In addition, the following are not Employee
            contributions for the purposes of Section 4.9(b)(2): (1) rollover
            contributions (as defined in Code Sections 402(e)(6), 403(a)(4),
            403(b)(8) and 408(d)(3)); (2) repayments of loans made to a
            Participant from the Plan; (3) repayments of distributions received
            by an Employee pursuant to Code Section 411(a)(7)(B) (cashouts);
            (4) repayments of distributions received by an Employee pursuant to
            Code Section 411(a)(3)(D) (mandatory contributions); and (5)
            Employee contributions to a simplified employee pension excludable
            from gross income under Code Section 408(k) (6).

                  (d) For purposes of applying the limitations of Code Section
            415, the "limitation year" shall be the Plan Year.

                  (e) For the purpose of this Section all qualified defined
            contribution plans (whether terminated or not) ever maintained by
            the Employer shall be treated as one defined contribution plan.

                  (f) For the purpose of this Section, if the Employer is a
            member of a controlled group of corporations, trades or businesses
            under common control (as defined by Code Section 1563(a) or Code
            Section 414(b) and (c) as modified by Code Section 415(h)), is a
            member of an affiliated service group (as, defined by Code Section
            414(m)), or is a member of a group of entities required to be
            aggregated pursuant to Regulations under Code Section 414(o), all


                                      -45-


            Employees of such Employers shall be considered to be employed by a
            single Employer.

                  (g) For the purpose of this Section, if this Plan is a Code
            Section 413(c) plan, each Employer who maintains this Plan will be
            considered to be a separate Employer.

                  (h) (1) If a Participant participates in more than one defined
            contribution plan maintained by the Employer which have different
            Anniversary Dates, the maximum "annual addition" under this Plan
            shall equal the maximum "annual additions" for the "limitation year"
            minus any "annual additions" previously credited to such
            Participant's accounts during the "limitation year."

                  (2) If a Participant participates in both a defined
                  contribution plan subject to Code Section 412 and a defined
                  contribution plan not subject to code Section 412 maintained
                  by the Employer which have the same Anniversary Date, "annual
                  additions" will be credited to the Participant's accounts
                  under the defined contribution plan subject to Code Section
                  412 prior to crediting "annual additions" to the Participant's
                  accounts under the defined contribution plan not subject to
                  Code Section 412.

                  (3) If a Participant participates in more than one defined
                  contribution plan not subject to Code Section 412 maintained
                  by the Employer which have the same Anniversary Date, the
                  maximum "annual additions" under this Plan shall equal the
                  product of (A) the maximum "annual additions" for the
                  "limitation year" minus any "annual additions" previously
                  credited under subparagraphs (1) or (2) above, multiplied by
                  (B) a fraction (i) the numerator of which is the "annual
                  additions" which would be credited to such Participant's
                  accounts under this Plan without regard to the limitations of
                  Code Section 415 and (ii) the denominator of which is such
                  "annual additions" for all plans described in this
                  subparagraph.

                  (i) Notwithstanding anything contained in this Section to the
            contrary, the limitations, adjustments and other requirements
            prescribed in this Section shall at all times comply with the
            provisions of Code Section 415 and the Regulations thereunder.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                  (a) If, as a result of a reasonable error in estimating a
            Participant's Compensation, a reasonable error in determining the
            amount of elective deferrals (within the meaning of Code Section
            402(g) (3)) that may be made with respect to any Participant under
            the limits of Section 4.9


                                      -46-


            or other facts and circumstances to which Regulation 1.415-6(b)(6)
            shall be applicable, the "annual additions" under this Plan would
            cause the maximum "annual additions" to be exceeded for any
            Participant, the "excess amount" will be disposed of in one of the
            following manners, as uniformly determined by the Administrator for
            all Participants similarly situated.

                  (1) Any unmatched Deferred Compensation and, thereafter,
                  proportionately from Deferred Compensation which is matched
                  and matching contributions which relate to such Deferred
                  Compensation, will be reduced to the extent they would reduce
                  the "excess amount." The Deferred Compensation (and any gains
                  attributable to such Deferred Compensation) will be
                  distributed to the Participant and the Employer matching
                  contributions (and any gains attributable to such matching
                  contributions) will be used to reduce the Employer
                  contribution in the next "limitation year";

                  (2) If, after the application of subparagraph (1) above, an
                  "excess amount" still exists, and the Participant is covered
                  by the Plan at the end of the "limitation year," the "excess
                  amount" will be used to reduce the Employer contribution for
                  such Participant in the next "limitation year," and each
                  succeeding "limitation year" if necessary;

                  (3) If, after the application of subparagraphs (1) and (2)
                  above, an "excess amount" still exists, and the Participant is
                  not covered by the Plan at the end of the "limitation year,"
                  the "excess amount" will be held unallocated in a "Section 415
                  suspense account." The "Section 415 suspense account" will be
                  applied to reduce future Employer contributions for all
                  remaining Participants in the next "limitation year," and each
                  succeeding "limitation year" if necessary;

                  (4) If a "Section 415 suspense account" is in existence at any
                  time during the "limitation year" pursuant to this Section, it
                  will not participate in the allocation of investment gains and
                  losses of the Trust Fund. If a "Section 415 suspense account"
                  is in existence at any time during a particular "limitation
                  year," all amounts in the "Section 415 suspense account" must
                  be allocated and reallocated to Participants' accounts before
                  any Employer contributions or any Employee contributions may
                  be made to the Plan for that "limitation year." Except as
                  provided in (1) above, "excess amounts" may not be distributed
                  to Participants or Former Participants.

                  (b) For purposes of this Article, "excess amount" for any
            Participant for a "limitation year" shall mean the


                                      -47-


            excess, if any, of (1) the "annual additions" which would be
            credited to the Participant's account under the terms of the Plan
            without regard to the limitations of Code Section 415 over (2) the
            maximum "annual additions" determined pursuant to Section 4.9.

                  (c) For purposes of this Section, "Section 415 suspense
            account shall mean an unallocated account equal to the sum of"
            "excess amounts" for all Participants in the Plan during the
            "limitation year."

4.11 ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

                  (a) With the consent of the Administrator, amounts may be
            transferred (within the meaning of Code Section 414(l)) to this Plan
            from other tax qualified plans under Code Section 401(a) by
            Participants, provided the trust from which such funds are
            transferred permits the transfer to be made and the transfer will
            not jeopardize the tax exempt status of the Plan or Trust or create
            adverse tax consequences for the Employer. Prior to accepting any
            transfers to which this Section applies, the Administrator may
            require an opinion of counsel that the amounts to be transferred
            meet the requirements of this Section. The amounts transferred shall
            be set up in a separate account herein referred to as a
            "Participant's Transfer/Rollover Account." The portion of the
            Participant's Transfer/Rollover Account attributable to any transfer
            shall be fully Vested at all times and shall not be subject to
            Forfeiture for any reason, except as otherwise provided in the
            conditions governing such transferor in an amendment to the Plan
            relating to such transfer.

                        Except as permitted by Regulations (including Regulation
            1.411(d)-4), amounts attributable to elective contributions (as
            defined in Regulation 1.401(k)-1(g)(3)), including amounts treated
            as elective, contributions, which are transferred from another
            qualified plan in a plan-to-plan transfer (other than a direct
            rollover) shall be subject to the distribution limitations provided
            for in Regulation 1.401(k)-1(d).

                  (b) With the consent of the Administrator, the Plan may accept
            a "rollover" by Participants, provided the "rollover" will not
            jeopardize the tax exempt status of the Plan or create adverse tax
            consequences for the Employer. Prior to accepting any "rollovers" to
            which this Section applies, the Administrator may require the
            Employee to establish (by providing opinion of counsel or otherwise)
            that the amounts to be rolled over to this Plan meet the
            requirements of this Section. The amounts rolled over shall be set
            up in a the Participant's Transfer/Rollover Account and shall be
            fully Vested at all times and not subject to Forfeiture for any
            reason.


                                      -48-


                        For purposes of this Section, the term "qualified plan"
            shall mean any tax qualified plan under Code Section 401(a), or, any
            other plans from which distributions are eligible to be rolled over
            into this Plan pursuant to the Code. The term "rollover" means: (i)
            amounts transferred to this Plan directly from another qualified
            plan; (ii) distributions received by an Employee from other
            "qualified plans" which are eligible for tax-free rollover to a
            "qualified plan" and which are transferred by the Employee to this
            Plan within sixty (60) days following receipt thereof; (iii) amounts
            transferred to this Plan from a conduit individual retirement
            account provided that the conduit individual retirement account has
            no assets other than assets which (A) were previously distributed to
            the Employee by another "qualified plan," (B) were eligible for
            tax-free rollover to a "qualified plan" and (C) were deposited in
            such conduit individual retirement account within sixty (60) days of
            receipt thereof; (iv) amounts distributed to the Employee from a
            conduit individual retirement account within the requirements of
            clause (iii) above, and transferred by the Employee to this Plan
            within sixty (60) days of receipt thereof from such conduit
            individual retirement account; and (v) any other amounts which are
            eligible to be rolled over to this Plan pursuant to the Code.

                  (c) Amounts in a Participant's Transfer/Rollover Account shall
            be held by the Trustee pursuant to the provisions of this Plan and
            may not be withdrawn by, or distributed to the Participant, in whole
            or in part, except as provided in paragraph (d) of this Section. The
            Trustee shall have no duty or responsibility to inquire as to the
            propriety of the amount, value or type of assets transferred, nor to
            conduct any due diligence with respect to such assets; provided,
            however, that such assets are otherwise eligible to be held by the
            Trustee under the terms of this Plan.

                  (d) The Administrator, at the election of the Participant,
            shall direct the Trustee to distribute all or a portion of the
            amount credited to the Participant's Transfer/Rollover Account. Any
            distributions of amounts held in a Participant's Transfer/Rollover
            Account shall be made in a manner which is consistent with and
            satisfies the provisions of Section 6.5, including, but not limited
            to, all notice and consent requirements of Code Section 411(a) (11)
            and the Regulations thereunder. Furthermore, such amounts shall be
            considered as part of a Participant's benefit in determining whether
            an involuntary cashout of benefits may be made without Participant
            consent.

                  (e) The Administrator may direct that Employee transfers and
            rollovers made after a Valuation Date be segregated into a separate
            account for each Participant


                                      -49-


            until such time as the allocations pursuant to this Plan have been
            made, at which time they may remain segregated or be invested as
            part of the general Trust Fund or be directed by the Participant
            pursuant to Section 4.12.

                  (f) This Plan shall not accept any direct or indirect
            transfers (as that term is defined and interpreted under Code
            Section 401(a)(11) and the Regulations thereunder) from a defined
            benefit plan, money purchase plan (including a target benefit plan),
            stock bonus or profit sharing plan which would otherwise have
            provided for a life annuity form of payment to the Participant.

                  (g) Notwithstanding anything herein to the contrary, a
            transfer directly to this Plan from another qualified plan (or a
            transaction having the effect of such a transfer) shall only be
            permitted if it will not result in the elimination or reduction of
            any "Section 411(d)(6) protected benefit" as described in Section
            8.1.

4.12 DIRECTED INVESTMENT ACCOUNT

                  (a) Participants may, subject to a procedure established by
            the Administrator (the Participant Direction Procedures) and applied
            in a uniform nondiscriminatory manner, direct the Trustee, in
            writing (or in such other form which is acceptable to the
            Trustee), to invest all of their accounts in specific assets,
            specific funds or other investments permitted under the Plan and the
            Participant Direction Procedures. That portion of the interest of
            any Participant so directing will thereupon be considered a
            Participant's Directed Account.

                  (b) As of each Valuation Date, all Participant Directed
            Accounts shall be charged or credited with the net earnings, gains,
            losses and expenses as well as any appreciation or depreciation in
            the market value using publicly listed fair market values when
            available or appropriate as follows:

                  (1) to the extent that the assets in a Participant's Directed
                  Account are accounted for as pooled assets or investments, the
                  allocation of earnings, gains and losses of each
                  Participant's Directed Account shall be based upon the total
                  amount of funds so invested in a manner proportionate to the
                  Participant's share of such pooled investment; and

                  (2) to the extent that the assets in the Participant's
                  Directed Account are accounted for as segregated assets, the
                  allocation of earnings, gains and losses from such assets
                  shall be made on a separate and distinct basis.


                                      -50-


                  (c) Investment directions will be processed as soon as
            administratively practicable after proper investment directions are
            received from the Participant. No guarantee is made by the Plan,
            Employer, Administrator or Trustee that investment directions will
            be processed on a daily basis, and no guarantee is made in any
            respect regarding the processing time of an investment direction.
            Notwithstanding any other provision of the Plan, the Employer,
            Administrator or Trustee reserves the right to not value an
            investment option on any given Valuation Date for any reason deemed
            appropriate by the Employer, Administrator or Trustee. Furthermore,
            the processing of any investment transaction may be delayed for any
            legitimate business reason (including, but not limited to, failure
            of systems or computer programs, failure of the means of the
            transmission of data, force majeure, the failure of a service
            provider to timely receive values or prices, and correction for
            errors or omissions or the errors or omissions of any service
            provider). The processing date of a transition will be binding for
            all purposes of the Plan and considered the applicable Valuation
            Date for an investment transaction.

                  (d) The Participant Direction Procedures shall provide an
            explanation of the circumstances under which Participants and their
            Beneficiaries may give investment instructions, including, but need
            not be limited to, the following:

                  (1) the conveyance of instructions by the Participants and
                  their Beneficiaries to invest Participant Directed Accounts in
                  Directed Investment Options;

                  (2) the name, address and phone number of the Fiduciary (and,
                  if applicable, the person or persons designated by the
                  Fiduciary to act on its behalf) responsible for providing
                  information to the Participant or a Beneficiary upon request
                  relating to the Directed Investment Options;

                  (3) applicable restrictions on transfers to and from any
                  Designated Investment Alternative;

                  (4) any restrictions on the exercise of voting, tender and
                  similar rights related to a Directed Investment Option by the
                  Participants or their Beneficiaries;

                  (5) a description of any transaction fees and expenses which
                  affect the balances in Participant Directed Accounts in
                  connection with the purchase or sale of Directed Investment
                  Options; and

                  (6) general procedures for the dissemination of


                                      -51-


                  investment and other information relating to the Designated
                  Investment Alternatives as deemed necessary or appropriate,
                  including but not limited to a description of the following:

                        (i) the investment vehicles available under the Plan,
                        including specific information regarding any Designated
                        Investment Alternative;

                        (ii) any designated Investment Managers; and

                        (iii) a description of the additional information which
                        may be obtained upon request from the Fiduciary
                        designated to provide such information.

                  (e) With respect to any Employer stock which is allocated to a
            Participant's Directed Investment Account, the Participant or
            Beneficiary shall direct the Trustee with regard to any voting,
            tender and similar rights associated with the ownership of Employer
            stock, (hereinafter referred to as the "Stock Rights") as follows:

                  (1) each Participant or Beneficiary shall direct the Trustee
                  to vote or otherwise exercise such Stock Rights in accordance
                  with the provisions, conditions and terms of any such Stock
                  Rights;

                  (2) such directions shall be provided to the Trustee by the
                  Participant or Beneficiary in accordance with the procedure as
                  established by the Administrator and the Trustee shall vote or
                  otherwise exercise such Stock Rights with respect to which it
                  has received directions too so under this Section; and

                  (3) to the extent to which a Participant or Beneficiary does
                  not instruct the Trustee to vote or otherwise exercise such
                  Stock Rights, such Participant or Beneficiaries shall be
                  deemed to have directed the Trustee that such Stock Rights
                  remain nonvoted and unexercised.

                  (f) Any information regarding investments available under the
            Plan, to the extent not required to be described in the Participant
            Direction Procedures, may be provided to the Participant in one or
            more written documents (or in any other form including, but not
            limited to, electronic media) which are separate from the
            Participant Direction Procedures and are not thereby incorporated by
            reference into this Plan.

                  (g) The Administrator may, in its discretion, include in or
            exclude by amendment or other action from the Participant Direction
            Procedures such instructions, guidelines or policies as it deems
            necessary or appropriate


                                      -52-


            to ensure proper administration of the Plan, and may interpret the
            same accordingly.

4.13 QUALIFIED MILITARY SERVICE

            Notwithstanding any provision of this Plan to the contrary,
effective December 12, 1994, contributions, benefits and service will be
provided in accordance with Code Section 414(u).

                                    ARTICLE V
                                   VALUATIONS

5.1 VALUATION OF THE TRUST FUND

            The Administrator shall direct the Trustee, as of each Valuation
Date, to determine the net worth of the assets comprising the Trust Fund as it
exists on the Valuation Date. In determining such net worth, the Trustee shall
value the assets comprising the Trust Fund at their fair market value (or their
contractual value in the case of a Contract or Policy) as of the Valuation Date
and shall deduct all expenses for which the Trustee has not yet obtained
reimbursement from the Employer or the Trust Fund. The Trustee may update the
value of any shares held in the Participant Directed Account by reference to the
number of shares held by that Participant, priced at the market value as of the
Valuation Date.

5.2 METHOD OF VALUATION

            In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the Valuation Date. If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Trust Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

            Every Participant may terminate employment with the Employer and
retire for the purposes hereof on the Participant's Normal Retirement Date.
However, a Participant may postpone the termination of employment with the
Employer to a later date, in which event the


                                      -53-


participation of such Participant in the Plan, including the right to receive
allocations pursuant to Section 4.4, shall continue until such Participant's
Late Retirement Date. Upon a Participant's Retirement Date or attainment of
Normal Retirement Date without termination of employment with the Employer, or
as soon thereafter as is practicable, the Trustee shall distribute, at the
election of the Participant, all amounts credited to such Participant's Combined
Account in accordance with Section 6.5.

6.2 DETERMINATION OF BENEFITS UPON DEATH

                  (a) Upon the death of a Participant before the Participant's
            Retirement Date or other termination of employment, all amounts
            credited to such Participant's Combined Account shall become fully
            Vested. The Administrator shall direct the Trustee, in accordance
            with the provisions of Sections 6.6 and 6.7, to distribute the value
            of the deceased Participant's accounts to the Participant's
            Beneficiary.

                  (b) Upon the death of a Former Participant, the Administrator
            shall direct the Trustee, in accordance with the provisions of
            Sections 6.6 and 6.7, to distribute any remaining Vested amounts
            credited to the accounts of a deceased Former Participant to such
            Former Participant's Beneficiary.

                  (c) Any security interest held by the Plan by reason of an
            outstanding loan to the Participant or Former Participant shall be
            taken into account in determining the amount of the death benefit.

                  (d) The Administrator may require such proper proof of death
            and such evidence of the right of any person to receive payment of
            the value of the account of a deceased Participant or Former
            Participant as the Administrator may deem desirable. The
            Administrator's determination of death and of the right of any
            person to receive payment shall be conclusive.

                  (e) The Beneficiary of the death benefit payable pursuant to
            this Section shall be the Participant's spouse. Except, however, the
            Participant may designate a Beneficiary other than the spouse if:

                  (1) the spouse has waived the right to be the Participant's
                  Beneficiary, or

                  (2) the Participant is legally separated or has been abandoned
                  (within the meaning of local law) and the Participant has a
                  court order to such effect (and there is no "qualified
                  domestic relations order" as defined in Code Section 414(p)
                  which provides otherwise), or


                                      -54-


                  (3) the Participant has no spouse, or

                  (4) the spouse cannot be located.

                        In such event, the designation of a Beneficiary shall be
            made on a form satisfactory to the Administrator. A Participant may
            at any time revoke a designation of a Beneficiary or change a
            Beneficiary by filing written (or in such other form as permitted by
            the Internal Revenue Service) notice of such revocation or change
            with the Administrator. However, the Participant's spouse must again
            consent in writing (or in such other form as permitted by the
            Internal Revenue Service) to any change in Beneficiary unless the
            original consent acknowledged that the spouse had the right to limit
            consent only to a specific Beneficiary and that the spouse
            voluntarily elected to relinquish such right.

                  (f) In the event no valid designation of Beneficiary exists,
            or if the Beneficiary is not alive at the time of the Participant's
            death, the death benefit will be paid to the Participant's estate.
            If the Beneficiary does not predecease the Participant, but dies
            prior to distribution of the death benefit, the death benefit will
            be paid to the Beneficiary's estate.

                  (g) Notwithstanding anything in this Section to the contrary,
            if a Participant has designated the spouse as a Beneficiary, then a
            divorce decree or a legal separation that relates to such spouse
            shall revoke the Participant's designation of the spouse as a
            Beneficiary unless the decree or a qualified domestic relations
            order (within the meaning of Code Section 414(p)) provides
            otherwise.

                  (h) Any consent by the Participant's spouse to waive any
            rights to the death benefit must be in writing (or in such other
            form as permitted by the Internal Revenue Service), must acknowledge
            the effect of such waiver, and be witnessed by a Plan representative
            or a notary public. Further, the spouse's consent must be
            irrevocable and must acknowledge the specific nonspouse Beneficiary.

6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

            In the event of a Participant's Total and Permanent Disability prior
to the Participant's Retirement Date or other termination of employment, all
amounts credited to such Participant's Combined Account shall become fully
Vested. In the event of a Participant's Total and Permanent Disability, the
Administrator, in accordance with the provisions of Sections 6.5 and 6.7, shall
direct the distribution to such Participant of all Vested amounts credited to
such Participant's Combined Account.


                                      -55-


6.4 DETERMINATION OF BENEFITS UPON TERMINATION

                  (a) If a Participant's employment with the Employer is
            terminated for any reason other death, Total and Permanent
            Disability or retirement, then such Participant shall be entitled to
            such benefits as are provided hereinafter pursuant to this Section
            6.4.

                        Distribution of the funds due to a Terminated
            Participant shall be made on the occurrence of an event which would
            result in the distribution had the Terminated Participant remained
            in the employ of the Employer (upon the Participant's death, Total
            and Permanent Disability or Normal Retirement). However, at the
            election of the Participant, the Administrator shall direct the
            Trustee that the entire Vested portion of the Terminated
            Participant's Combined Account be payable to such Terminated
            Participant. Any distribution under this paragraph shall be made in
            a manner which is consistent with and satisfies the provisions of
            Section 6.5, including, but not limited to, all notice and consent
            requirements of Code Section 411(a)(11) and the Regulations
            thereunder.

                        If, for Plan Years beginning after August 5, 1997, the
            value of a Terminated Participant's Vested benefit derived from
            Employer and Employee contributions does not exceed $5,000 ($3,500
            for Plan Years beginning prior to August 6, 1997) and, if the
            distribution is made prior to March 22, 1999, has never exceeded
            $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997) at
            the time of any prior distribution, then the Administrator shall
            direct the Trustee to cause the entire Vested benefit to be paid to
            such Participant in a single lump sum.

                  (b) A Participant shall become fully Vested in the
            Participant's Account attributable to Employer discretionary
            contributions made pursuant to Section 4.1(c) immediately upon entry
            into the Plan.

                  (c) The Vested portion of any Participant's Account
            attributable to Employer matching contributions made pursuant to
            Section 4.1(b) shall be a percentage of the total of such amount
            credited to the Participant's Account determined on the basis of the
            Participant's number of Years of Service according to the following
            schedule:

                                Vesting Schedule

                      Years of Service        Percentage
                               1                 20%
                               2                 40%
                               3                 60%
                               4                 80%
                               5                100%


                                      -56-


                  (d) Notwithstanding the vesting schedule above, the Vested
            percentage of a Participant's Account shall not be less than the
            Vested percentage attained as of the later of the effective date or
            adoption date of this amendment and restatement.

                  (e) Notwithstanding the vesting schedule above, upon the
            complete discontinuance of the Employer contributions to the Plan or
            upon any full or partial termination of the Plan, all amounts then
            credited to the account of any affected Participant shall become
            100% Vested and shall not thereafter be subject to Forfeiture.

                  (f) The computation of a Participant's nonforfeitable
            percentage of such Participant's interest in the Plan shall not be
            reduced as the result of any direct or indirect amendment to this
            Plan. In the event that the Plan is amended to change or modify any
            vesting schedule, or if the Plan is amended in any way that directly
            or indirectly affects the computation of the Participant's
            nonforfeitable percentage, or if the Plan is deemed amended by an
            automatic change to a top heavy vesting schedule, then each
            Participant with at least three (3) Years of Service as of the
            expiration date of the election period may elect to have such
            Participant's nonforfeitable percentage computed under the Plan
            without regard to such amendment or change. If a Participant fails
            to make such election, then such Participant shall be subject
            to the new vesting schedule. The Participant's election period shall
            commence on the adoption date of the amendment and shall end sixty
            (60) days after the latest of:

                  (1) the adoption date of the amendment,

                  (2) the effective date of the amendment, or

                  (3) the date the Participant receives written notice of the
                  amendment from the Employer or Administrator.

6.5 DISTRIBUTION OF BENEFITS

                  (a) The Administrator, pursuant to the election of the
            Participant, shall direct the Trustee to distribute to a Participant
            or such Participant's Beneficiary any amount to which the
            Participant is entitled under the Plan in one lump-sum payment in
            cash. Except, however, this provision shall not be effective for
            distributions with an annuity starting date earlier than the earlier
            of: (i) the ninetieth (90th) day after the date the Participant
            receiving the distribution has been furnished a summary that
            reflects the amendment and that satisfies the Act's requirements at
            29 CFR 2520.104b-3 (relating to a summary of material
            modifications) and (ii) January 1, 2003; and prior to such effective
            date the installment settlement option previously


                                      -57-


            provided under the terms of the Plan in effect prior to the adoption
            of this provision shall also be available to the Participant
            receiving the distribution in addition to the lump sum settlement
            option.

                  (b) Any distribution to a Participant, for Plan Years
            beginning after August 5, 1997, who has a benefit which exceeds
            $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997) or,
            if the distribution is made prior to March 22, 1999, has ever
            exceeded $5,000 ($3,500 for Plan Years beginning prior to August 6,
            1997) at the time of any prior distribution, shall require such
            Participant's written (or in such other form as permitted by the
            Internal Revenue Service) consent if such distribution occurs prior
            to the time the benefit is "immediately distributable." A benefit is
            "immediately distributable" if any part of the benefit could be
            distributed to the Participant (or surviving spouse) before the
            Participant attains (or would have attained if not deceased) the
            later of the Participant's Normal Retirement Age or age 62.

                  (c) The following rules will apply to the consent requirements
            set forth in subsection (b):

                  (1) The Participant must be informed of the right to defer
                  receipt of the distribution. If a Participant fails to
                  consent, it shall be deemed an election to defer the
                  distribution of any benefit. However, any election to defer
                  the receipt of benefits shall not apply with respect to
                  distributions which are required under Section 6.5(d).

                  (2) Notice of the rights specified under this paragraph shall
                  be provided no less than thirty (30) days and no more than
                  ninety (90) days before the date the distribution commences.

                  (3) Written (or such other form as permitted by the Internal
                  Revenue Service) consent of the Participant to the
                  distribution must not be made before the Participant receives
                  the notice and must not be made more than ninety (90) days
                  before the date the distribution commences.

                  (4) No consent shall be void if a significant detriment is
                  imposed under the Plan on any Participant who does not consent
                  to the distribution.

                        Any such distribution may commence less than thirty (30)
            days after the notice required under Regulation 1.411(a)-11(c) is
            given, provided that: (1) the Administrator clearly informs the
            Participant that the Participant has a right to a period of at least
            thirty (30) days after receiving the notice to consider the decision
            of


                                      -58-


            whether or not to elect a distribution (and, if applicable, a
            particular distribution option), and (2) the Participant, after
            receiving the notice, affirmatively elects a distribution.

                  (d) Notwithstanding any provision in the Plan to the contrary,
            the distribution of a Participant's benefits made on or after
            January 1, 1997 shall be made in accordance with the following
            requirements and shall otherwise comply with Code Section 401(a)(9)
            and the Regulations thereunder (including Regulation 1.401(a)(9)-2),
            the provisions of which are incorporated herein by reference:

                  (1) A Participant's benefits shall be distributed or must
                  begin to be distributed not later than April 1st of the
                  calendar year following the later of (i) the calendar year in
                  which the Participant attains age 70 1/2 or (ii) the calendar
                  year in which the Participant retires, provided, however, that
                  this clause (ii) shall not apply in the case of a Participant
                  who is a "five (5) percent owner" at any time during the Plan
                  Year ending with or within the calendar year in which such
                  owner attains age 70 1/2. Such distributions shall be equal to
                  or greater than any required distribution.

                  (2) Distributions to a Participant and the Participant's
                  Beneficiaries shall only be made in accordance with the
                  incidental death benefit requirements of Code Section
                  401(a)(9)(G) and the Regulations thereunder.

                        With respect to distributions under the Plan made for
            calendar years beginning on or after January 1, 2001, the Plan will
            apply the minimum distribution requirements of Code Section
            401(a)(9) in accordance with the Regulations under Code Section
            401(a)(9) that were proposed on January 17, 2001, notwithstanding
            any provision of the Plan to the contrary. This amendment shall
            continue in effect until the end of the last calendar year beginning
            before the effective date of final Regulations under Code Section
            401(a)(9) or such other date specified in guidance published by the
            Internal Revenue Service.

                  (e) For purposes of this Section, the life expectancy of a
            Participant and a Participant's spouse may, at the election of the
            Participant or the Participant's spouse, be redetermined in
            accordance with Regulations. The election, once made, shall be
            irrevocable. If no election is made by the time distributions must
            commence, then the life expectancy of the Participant and the
            Participant's spouse shall not be subject to recalculation. Life
            expectancy and joint and last survivor expectancy shall be computed
            using the return multiples in Tables V and VI of Regulation 1.72-9.


                                      -59-


                  (f) All annuity Contracts under this Plan shall be
            nontransferable when distributed. Furthermore, the terms of any
            annuity Contract purchased and distributed to a Participant or
            spouse shall comply with all of the requirements of the Plan.

                  (g) If a distribution is made to a Participant who has not
            severed employment and who is not fully Vested in the Participant's
            Account and the Participant may increase the Vested percentage in
            such account, then, at any relevant time the Participant's Vested
            portion of the account will be equal to an amount ("X") determined
            by the formula:

                            X equals P(AB plus D) - D

                        For purposes of applying the formula: P is the Vested
            percentage at the relevant time, AB is the account balance at the
            relevant time, and D is the amount of distribution.

6.6 DISTRIBUTION OF BENEFITS UPON DEATH

                  (a) The death benefit payable pursuant to. Section 6.2 shall
            be paid to the Participant's Beneficiary in one lump-sum payment in
            cash subject to the rules of Section 6.6(b).

                  (b) Notwithstanding any provision in the Plan to the contrary,
            distributions upon the death of a Participant shall be made in
            accordance with the following requirements and shall otherwise
            comply with Code Section 401(a)(9) and the Regulations thereunder.
            If it is determined, pursuant to Regulations, that the distribution
            of a Participant's interest has begun and the Participant dies
            before the entire interest has been distributed, the remaining
            portion of such interest shall be distributed at least as rapidly as
            under the method of distribution selected pursuant to Section 6.5 as
            of the date of death. If a Participant dies before receiving any
            distributions of the interest in the Plan or before distributions
            are deemed to have begun pursuant to Regulations, then the death
            benefit shall be distributed to the Participant's Beneficiaries by
            December 31st of the calendar year in which the fifth anniversary of
            the Participant's date of death occurs.

                        However, in the event that the Participant's spouse
            (determined as of the date of the Participant's death) is the
            designated Beneficiary, then in lieu of the preceding rules,
            distributions must be made over a period not extending beyond the
            life expectancy of the spouse and must commence on or before the
            later of: (1) December 31st of the calendar year immediately
            following the calendar year in which the Participant died; or (2)
            December 31st of the


                                      -60-


            calendar year in which the Participant would have attained age 70
            1/2. If the surviving spouse dies before distributions to such
            spouse begin, then the 5-year distribution requirement of this
            Section shall apply as if the spouse was the Participant.

                  (c) For purposes of this Section, any amount paid to a child
            of the Participant will be treated as if it had been paid to the
            surviving spouse if the amount becomes payable to the surviving
            spouse when the child reaches the age of majority.

6.7 TIME OF SEGREGATION OR DISTRIBUTION

            Except as limited by Sections 6.5 and 6.6, whenever the Trustee is
to make a distribution the distribution may be made on such date or as soon
thereafter as is practicable. However, unless a Former Participant elects in
writing to defer the receipt of benefits (such election may not result in a
death benefit that is more than incidental), the payment of benefits shall occur
not later than the sixtieth (60th) day after the close of the Plan Year in which
the latest of the following events occurs: (a) the date on which the Participant
attains the earlier of age 65 or the Normal Retirement Age specified herein; (b)
the tenth (10th) anniversary of the year in which the Participant commenced
participation in the Plan; or (c) the date the Participant terminates service
with the Employer.

            Notwithstanding the foregoing, the failure of a Participant to
consent to a distribution that is "immediately distributable" (within the
meaning of Section 6.5), shall be deemed to be an election to defer the
commencement of payment of any benefit sufficient to satisfy this Section.

6.8 DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

            In the event a distribution is to be made to a minor or incompetent
Beneficiary, then the Administrator may direct that such distribution be paid to
the legal guardian, or if none in the case or a minor Beneficiary, to a parent
of such Beneficiary or a responsible adult with whom the Beneficiary maintains
residence, or to the custodian for such Beneficiary under the Uniform Gift to
Minors Act or Gift to Minors Act, if such is permitted by the laws of the state
in which said Beneficiary resides. Such a payment to the legal guardian,
custodian or parent of a minor Beneficiary shall fully discharge the Trustee,
Employer, and Plan from further liability on account thereof.

6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

            In the event that all, or any portion, of the distribution payable
to a Participant or Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
certified letter, return receipt requested, to the last known address of such
person, to ascertain the whereabouts of


                                      -61-


such Participant or Beneficiary, the amount so distributable shall be treated as
a Forfeiture pursuant to the Plan. Notwithstanding the foregoing, effective
January 1, 2001, if the value of a Participant's Vested benefit derived from
Employer and Employee contributions does not exceed $5,000, then the amount
distributable may, in the sole discretion of the Administrator, either be
treated as a Forfeiture, or be paid directly to an individual retirement account
described in Code Section 408(a) or an individual retirement annuity described
in Code Section 408(b) at the time it is determined that the whereabouts of the
Participant or the Participant's Beneficiary cannot be ascertained. In the event
a Participant or Beneficiary is located subsequent to the Forfeiture, such
benefit shall be restored, first from Forfeitures, if any, and then from an
additional Employer contribution if necessary. However, regardless of the
preceding, a benefit which is lost by reason of escheat under applicable state
law is not treated as a Forfeiture for purposes of this Section nor as an
impermissible forfeiture under the Code.

6.10 PRE-RETIREMENT DISTRIBUTION

            Unless otherwise provided, at such time as a Participant shall have
attained the age of 59 1/2 years, the Administrator, at the election of the
Participant who has not severed employment with the Employer, shall direct the
Trustee to distribute all or a portion of the Vested amount then credited to the
accounts maintained on behalf of the Participant, excluding that portion of his
Participant's Account attributable to Employer discretionary contributions made
pursuant to Section 4.1(c). In the event that the Administrator makes such a
distribution, the Participant shall continue to be eligible to participate in
the Plan on the same basis as any other Employee. Any distribution made pursuant
to this Section shall be made in a manner consistent with Section 6.5,
including, but not limited to, all notice and consent requirements of Code
Section 411(a)(11) and the Regulations thereunder.

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

                  (a) The Administrator, at the election of the Participant,
            shall direct the Trustee to distribute to any Participant in any one
            Plan Year up to the lesser of 100% of the Participant's Elective
            Account valued as of the last Valuation Date or the amount necessary
            to satisfy the immediate and heavy financial need of the
            Participant. Any distribution made pursuant to this Section shall be
            deemed to be made as of the first day of the Plan Year or, if later,
            the Valuation Date immediately preceding the date of distribution,
            and the Participant's Elective Account shall be reduced accordingly.
            Withdrawal under this Section is deemed to be on account of an
            immediate and heavy financial need of the Participant only if the
            withdrawal is for:

                  (1) Medical expenses described in Code Section 213(d) incurred
                  by the Participant, the Participant's spouse, or any of the
                  Participant's dependents (as defined in


                                      -62-


                  Code Section 152) or necessary for these persons to obtain
                  medical cares described in Code Section 213(d);

                  (2) The costs directly related to the purchase (excluding
                  mortgage payments) of a principal residence for the
                  Participant;

                  (3) Payment of tuition, related educational fees, and room and
                  board expenses for the next twelve (12) months of
                  post-secondary education for the Participant and the
                  Participant's spouse, children, or dependents; or

                  (4) Payments necessary to prevent the eviction of the
                  Participant from the Participant's principal residence or
                  foreclosure on the mortgage on that residence.

                  (b) No distribution shall be made pursuant to this Section
            unless the Administrator, based upon the Participant's
            representation and such other facts as are known to the
            Administrator, determines that all of the following conditions are
            satisfied:

                  (1) The distribution is not in excess of the amount of the
                  immediate and heavy financial need of the Participant. The
                  amount of the immediate and heavy financial need may include
                  any amounts necessary to pay any federal, state, or local
                  income taxes or penalties reasonably anticipated to result
                  from the distribution;

                  (2) The Participant has obtained all distributions, other than
                  hardship distributions, and all nontaxable (at the time of the
                  loan) loans currently available under all plans maintained by
                  the Employer;

                  (3) The Plan, and all other plans maintained by the Employer,
                  provide that the Participant's elective deferrals and
                  after-tax voluntary Employee contributions will be suspended
                  for at least twelve (12) months after receipt of the hardship
                  distribution or, the Participant, pursuant to a legally
                  enforceable agreement, will suspend elective deferrals and
                  after-tax voluntary Employee contributions to the Plan and all
                  other plans maintained by the Employer for at least twelve
                  (12) months after receipt of the hardship distribution; and

                  (4) The Plan, and all other plans maintained by the Employer,
                  provide that the Participant may not make elective deferrals
                  for the Participant's taxable year immediately following the
                  taxable year of the hardship distribution in excess of the
                  applicable limit under


                                      -63-


                  Code Section 402(g) for such next taxable year less the amount
                  of such Participant's elective deferrals for the taxable year
                  of the hardship distribution.

                  (c) Notwithstanding the above, distributions from the
            Participant's Elective Account pursuant to this Section shall be
            limited solely to the Participant's total Deferred Compensation as
            of the date of distribution, reduced by the amount of any previous
            distributions pursuant to this Section and Section 6.10.

                  (d) Any distribution made pursuant to this Section shall be
            made in a manner which is consistent with and satisfies the
            provisions of Section 6.5, including, but not limited to, all notice
            and consent requirements of Code Section 411(a)(11) and the
            Regulations thereunder.

6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

            All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414(p).

                                   ARTICLE VII
                                     TRUSTEE

7.1 BASIC RESPONSIBILITIES OF THE TRUSTEE

                  (a) The Trustee shall have the following categories of
            responsibilities:

                  (1) Consistent with the "funding policy and method" determined
                  by the Employer, to invest, manage, and control the Plan
                  assets subject, however, to the direction of a Participant
                  with respect to Participant Directed Accounts, the Employer or
                  an Investment Manager appointed by the Employer or any agent
                  of the Employer;

                  (2) At the direction of the Administrator, to pay benefits
                  required under the Plan to be paid to Participants, or, in the
                  event of their death, to their Beneficiaries; and

                  (3) To maintain records of receipts and disbursements and
                  furnish to the Employer and/or Administrator for each Plan
                  Year a written annual report pursuant to


                                      -64-


                  Section 7.7.

                  (b) In the event that the Trustee shall be directed by a
            Participant (pursuant to the Participant Direction Procedures), or
            the Employer, or an Investment Manager or other agent appointed by
            the Employer with respect to the investment of any or all Plan
            assets, the Trustee shall have no liability with respect to the
            investment of such assets, but shall be responsible only to execute
            such investment instructions as so directed.

                  (1) The Trustee shall be entitled to rely fully on the written
                  (or other form acceptable to the Administrator and the
                  Trustee, including, but not limited to, voice recorded)
                  instructions of a Participant (pursuant to the Participant
                  Direction Procedures), or the Employer, or any Fiduciary or
                  nonfiduciary agent of the Employer, in the discharge of such
                  duties, and shall not be liable for any loss or other
                  liability, resulting from such direction (or lack of
                  direction) of the investment of any part or the Plan assets.

                  (2) The Trustee may delegate the duty of executing such
                  instructions to any nonfiduciary agent, which may be an
                  affiliate of the Trustee or any Plan representative.

                  (3) The Trustee may refuse to comply with any direction from
                  the Participant in the event the Trustee, in its sole and
                  absolute discretion, deems such directions improper by virtue
                  of applicable law. The Trustee shall not be responsible or
                  liable for any loss or expense which may result from the
                  Trustee's refusal or failure to comply with any directions
                  from the Participant.

                  (4) Any costs and expenses related to compliance with the
                  Participant's directions shall be borne by the Participant's
                  Directed Account, unless paid by the Employer.

                  (c) If there shall be more than one Trustee, they shall act by
            a majority of their number, but may authorize one or more of them to
            sign papers on their behalf.

7.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

                  (a) The Trustee shall invest and reinvest the Trust Fund to
            keep the Trust Fund invested without distinction between principal
            and income and in such securities or property, real or personal,
            wherever situated, as the Trustee shall deem advisable, including,
            but not limited to, stocks, common or preferred, open-end or
            closed-end mutual


                                      -65-


            funds, bonds and other evidences of indebtedness or ownership, and
            real estate or any interest therein. The Trustee shall at all times
            in making investments of the Trust Fund consider, among other
            factors, the short and long-term financial needs of the Plan on the
            basis of information furnished by the Employer. In making such
            investments, the Trustee shall not be restricted to securities on
            other property of the character expressly authorized by the
            applicable law for trust investments; however, the Trustee shall
            give due regard to any limitations imposed by the Code or the Act so
            that at all times the Plan may qualify as a qualified Profit Sharing
            Plan and Trust.

                  (b) The Trustee may employ a bank or trust company pursuant to
            the terms of its usual and customary bank agency agreement, under
            which the duties of such bank or trust company shall be of a
            custodial, clerical and recordkeeping nature.

7.3 OTHER POWERS OF THE TRUSTEE

            The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

                  (a) To purchase, or subscribe for, any securities or other
            property and to retain the same. In conjunction with the purchase of
            securities, margin accounts may be opened and maintained;

                  (b) To sell, exchange, convey, transfer, grant options to
            purchase, or otherwise dispose of any securities or other property
            held by the Trustee, by private contract or at public auction. No
            person dealing with the Trustee shall be bound to see to the
            application of the purchase money or to inquire into the validity,
            expediency, or propriety of any such sale or other disposition, with
            or without advertisement;

                  (c) To vote upon any stocks, bonds, or other securities; to
            give general or special proxies or powers of attorney with or
            without power of substitution; to exercise any conversion
            privileges, subscription rights or other options, and to make any
            payments incidental thereto; to oppose, or to consent to, or
            otherwise participate in, corporate reorganizations or other changes
            affecting corporate securities, and to delegate discretionary
            powers, and to pay any assessments or charges in connection
            therewith; and generally to exercise any of the powers of an owner
            with respect to stocks, bonds, securities, or other property.
            However, the Trustee shall not vote proxies relating to securities
            for which it has not been assigned


                                      -66-


            full investment management responsibilities. In those cases where
            another party has such investment authority or discretion, the
            Trustee will deliver all proxies to said party who will then have
            full responsibility for voting those proxies;

                  (d) To cause any securities or other property to be registered
            in the Trustee's own name, in the name of one or more of the
            Trustee's nominees, in a clearing corporation, in a depository, or
            in book entry form or in bearer form, but the books and records of
            the Trustee shall at all times show that all such investments are
            part of the Trust Fund;

                  (e) To borrow or raise money for the purposes of the Plan in
            such amount, and upon such terms and conditions, as the Trustee
            shall deem advisable; and for any sum so borrowed, to issue a
            promissory note as Trustee, and to secure the repayment thereof by
            pledging all, or any part, of the Trust Fund; and no person lending
            money to the Trustee shall be bound to see to the application of the
            money lent or to inquire into the validity, expediency, or propriety
            of any borrowing;

                  (f) To keep such portion of the Trust Fund in cash or cash
            balances as the Trustee may, from time to time, deem to be in the
            best interests of the Plan, without liability for interest thereon;

                  (g) To accept and retain for such time as the Trustee may deem
            advisable any securities or other property received or acquired as
            Trustee hereunder, whether or not such securities or other property
            would normally be purchased as investments hereunder;

                  (h) To make, execute, acknowledge, and deliver any and all
            documents of transfer and conveyance and any and all other
            instruments that may be necessary or appropriate to carry out the
            powers herein granted;

                  (i) To settle, compromise, or submit to arbitration any
            claims, debts, or damages due or owing to or from the Plan, to
            commence or defend suits or legal or administrative proceedings, and
            to represent the Plan in all suits and legal and administrative
            proceedings;

                  (j) To employ suitable agents and counsel and to pay their
            reasonable expenses and compensation, and such agent or counsel may
            or may not be agent or counsel for the Employer;

                  (k) To apply for and procure from responsible insurance
            companies, to be selected by the Administrator, as an investment of
            the Trust Fund such annuity, or other Contracts (on the life of any
            Participant) as the


                                      -67-


            Administrator shall deem proper; to exercise, at any time or from
            time to time, whatever rights and privileges may be granted under
            such annuity, or other Contracts; to collect, receive, and settle
            for the proceeds of all such annuity or other Contracts as and when
            entitled to do so under the provisions thereof;

                  (l) To invest funds of the Trust in time deposits or savings
            accounts bearing a reasonable rate of interest or in cash or cash
            balances without liability for interest thereon;

                  (m) To invest in Treasury Bills and other forms of United
            States government obligations;

                  (n) To invest in shares of investment companies registered
            under the Investment Company Act of 1940;

                  (o) To sell, purchase and acquire put or call options if the
            options are traded on and purchased through a national securities
            exchange registered under the Securities Exchange Act of 1934, as
            amended, or, if the options are not traded on a national securities
            exchange, are guaranteed by a member firm of the New York Stock
            Exchange regardless of whether such options are covered;

                  (p) To deposit monies in federally insured savings accounts or
            certificates of deposit in banks or savings and loan associations;

                  (q) To pool all or any of the Trust Fund, from time to time,
            with assets belonging to any other qualified employee pension
            benefit trust created by the Employer or any Affiliated Employer,
            and to commingle such assets and make joint or common investments
            and carry joint accounts on behalf of this Plan and Trust and such
            other trust or trusts, allocating undivided shares or interests in
            such investments or accounts or any pooled assets of the two or more
            trusts in accordance with their respective interests;

                  (r) To appoint a nonfiduciary agent or agents to assist the
            Trustee in carrying out any investment instructions of Participants
            and of any Investment Manager or Fiduciary, and to compensate such
            agent(s) from the assets of the Plan, to the extent not paid by the
            Employer;

                  (s) To do all such acts and exercise all such rights and
            privileges, although not specifically mentioned herein, as the
            Trustee may deem necessary to carry out the purposes of the Plan.

7.4 LOANS TO PARTICIPANTS.

                  (a) The Trustee may, in the Trustee's discretion,


                                      -68-


            make loans to Participants and Beneficiaries under the following
            circumstances: (1) loans shall be made available to all Participants
            and Beneficiaries on a reasonably equivalent basis; (2) loans shall
            not be made available to Highly Compensated Employees in an amount
            greater than the amount made available to other Participants and
            Beneficiaries; (3) loans shall bear a reasonable rate of interest;
            (4) loans shall be adequately secured; and (5) loans shall provide
            for periodic repayment over a reasonable period of time.

                  (b) Loans made pursuant to this Section (when added to the
            outstanding balance of all other loans made by the Plan to the
            Participant) may, in accordance with a uniform and nondiscriminatory
            policy established by the Administrator, be limited to the lesser
            of:

                  (1) $50,000 reduced by the excess (if any) of the highest
                  outstanding balance of loans from the Plan to the Participant
                  during the one year period ending on the day before the date
                  on which such loan is made, over the outstanding balance of
                  loans from the Plan to the Participant on the date on which
                  such loan was made, or

                  (2) one-half (1/2) of the present value of the nonforfeitable
                  accrued benefit of the Participant under the Plan, excluding
                  that portion of his Participant's Account attributable to
                  Employer discretionary contributions made pursuant to Section
                  4.1(c).

                        For purposes of this limit, all plans of the Employer
            shall be considered one plan.

                  (c) Loans shall provide for level amortization with payments
            to be made not less frequently than quarterly over a period not to
            exceed five (5) years. However, loans used to acquire any dwelling
            unit which, within a reasonable time, is to be used (determined at
            the time the loan is made) as a "principal residence" of the
            Participant shall provide for periodic repayment over a reasonable
            period of time that may exceed five (5) years. For this purpose, a
            "principal residence" has the same meaning as a "principal
            residence" under Code Section 1034. Loan repayments may be suspended
            under this Plan as permitted under Code Section 414(u)(4).

                  (d) Any loans granted or renewed shall be made pursuant to a
            Participant loan program. Such loan program shall be established in
            writing and must include, but need not be limited to, the following:

                  (1) the identity of the person or positions


                                      -69-


                  authorized to administer the Participant loan program;

                  (2) a projecture for applying for loans;

                  (3) the basis on which loans will be approved or denied;

                  (4) limitations, if any, on the types and amounts of loans
                  offered;

                  (5) the procedure under the program for determining a
                  reasonable rate of interest;

                  (6) the types of collateral which may secure a Participant
                  loan; and

                  (7) the events constituting default and the steps that will be
                  taken to preserve Plan assets.

                        Such Participant loan program shall be contained in a
            separate written document which, when properly executed, is hereby
            incorporated by reference and made a part of the Plan. Furthermore,
            such Participant loan program may be modified or amended in writing
            from time to time without the necessity of amending this Section.

                  (e) Notwithstanding anything in this Plan to the contrary, if
            a Participant or Beneficiary defaults on a loan made pursuant to
            this Section, then the loan default will be a distributable event to
            the extent permitted by the Code and Regulations.

                  (f) Notwithstanding anything in this Section to the contrary,
            any loans made prior to the date this amendment and restatement is
            adopted shall be subject to the terms of the plan in effect at the
            time such loan was made.

7.5 DUTIES 0F THE TRUSTEE REGARDING PAYMENTS

            At the direction of the Administrator, the Trustee shall, from time
to time, in accordance with the terms of the Plan, make payments out of the
Trust Fund. The Trustee shall not be responsible in any way for the application
of such payments.

7.6 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

            The Trustee shall be paid such reasonable compensation as set forth
in the Trustee's fee schedule (if the Trustee has such a schedule) or as agreed
upon in writing by the Employer and the Trustee. However, an individual serving
as Trustee who already receives full-time pay from the Employer shall not
receive compensation from the Plan. In addition, the Trustee shall be reimbursed
for any reasonable expenses, including reasonable counsel fees incurred by it as
Trustee. Such compensation and expenses shall


                                      -70-


be paid from the Trust Fund unless paid or advanced by the Employer. All taxes
of any kind whatsoever that may be levied or assessed under existing or future
laws upon, or in respect of, the Trust Fund or the income thereof, shall be paid
from the Trust Fund.

7.7 ANNUAL REPORT OF THE TRUSTEE

                  (a) Within a reasonable period of time after the later of the
            Anniversary Date or receipt of the Employer contribution for each
            Plan Year, the Trustee, or its agent, shall furnish to the Employer
            and Administrator a written statement of account with respect to the
            Plan Year for which such contribution was made setting forth:

                  (1) the net income, or loss, of the Trust Fund;

                  (2) the gains, or losses, realized by the Trust Fund upon
                  sales or other disposition of the assets;

                  (3) the increase, or decrease, in the value of the Trust Fund;

                  (4) all payments and distributions made from the Trust Fund;
                  and

                  (5) such further information as the Trustee and/or
                  Administrator deems appropriate.

                  (b) The Employer, promptly upon its receipt of each such
            statement of account, shall acknowledge receipt thereof in writing
            and advise the Trustee and/or Administrator of its approval or
            disapproval thereof. Failure by the Employer to disapprove any such
            statement of account within thirty (30) days after its receipt
            thereof shall be deemed an approval thereof. The approval by the
            Employer of any statement of account shall be binding on the
            Employer and the Trustee as to all matters contained in the
            statement to the same extent as if the account of the Trustee had
            been settled by judgment or decree in an action for a judicial
            settlement of its account in a court of competent jurisdiction in
            which the Trustee, the Employer and all persons having or claiming
            an interest in the Plan were parties. However, nothing contained in
            this Section shall deprive the Trustee of its right to have its
            accounts judicially settled if the Trustee so desires.

7.8 AUDIT

                  (a) If an audit of the Plan's records shall be required by the
            Act and the regulations thereunder for any Plan Year, the
            Administrator shall direct the Trustee to engage on behalf of all
            Participants an independent qualified public accountant for that
            purpose. Such accountant shall, after an audit of the books and
            records of


                                      -71-


            the Plan in accordance with generally accepted auditing standards,
            within a reasonable period after the close of the Plan Year, furnish
            to the Administrator and the Trustee a report of the audit setting
            forth the accountant's opinion as to whether any statements,
            schedules or lists that are required by Act Section 103 or the
            Secretary of Labor to be filed with the Plan's annual report, are
            presented fairly in conformity with generally accepted accounting
            principles applied consistently.

                  (b) All auditing and accounting fees shall be an expense of
            and may, at the election of the Employer, be paid from the Trust
            Fund.

                  (c) If some or all of the information necessary to enable the
            Administrator to comply with Act Section 103 is maintained by a
            bank, insurance company, or similar institution, regulated,
            supervised, and subject to periodic examination by a state or
            federal agency, then it shall transmit and certify the accuracy of
            that information to the Administrator as provided in Act Section
            103(b) within one hundred twenty (120) days after the end of the
            Plan Year or such other date as may be prescribed under regulations
            of the Secretary of Labor.

7.9 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

                  (a) Unless otherwise agreed to by both the Trustee and the
            Employer, a Trustee may resign at any time by delivering to the
            Employer, at least thirty (30) days before its effective date, a
            written notice of resignation.

                  (b) Unless otherwise agreed to by both the Trustee and the
            Employer, the Employer may remove a Trustee at any time by
            delivering to the Trustee, at least thirty (30) days before its
            effective date, a written notice of such Trustee's removal.

                  (c) Upon the death, resignation, incapacity, or removal of any
            Trustee, a successor may be appointed by the Employer; and such
            successor, upon accepting such appointment in writing and delivering
            same to the Employer, shall, without further act, become vested with
            all the powers and responsibilities of the predecessor as if such
            successor had been originally named as a Trustee herein. Until such
            a successor is appointed, the remaining Trustee or Trustees shall
            have full authority to act under the terms of the Plan.

                  (d) The Employer may designate one or more successors prior to
            the death, resignation, incapacity, or removal of a Trustee. In the
            event a successor is so designated by the Employer and accepts such
            designation, the successor shall, without further act, become vested
            with all the powers and


                                      -72-


            responsibilities of the predecessor as if such successor had been
            originally named as Trustee herein immediately upon the death,
            resignation, incapacity, or removal of the predecessor.

                  (e) Whenever any Trustee hereunder ceases to serve as such,
            the Trustee shall furnish to the Employer and Administrator a
            written statement of account with respect to the portion of the Plan
            Year during which the individual or entity served as Trustee. This
            statement shall be either (i) included as part of the annual
            statement of account for the Plan Year required under Section 7.7 or
            (ii) set forth in a special statement. Any such special statement of
            account should be rendered to the Employer no later than the due
            date of the annual statement of account for the Plan Year. The
            procedures set forth in Section 7.7 for the approval by the Employer
            of annual statements of account shall apply to any special statement
            of account rendered hereunder and approval by the Employer of any
            such special statement in the manner provided in Section 7.7 shall
            have the same effect upon the statement as the Employer's approval
            of an annual statement of account. No successor to the Trustee shall
            have any duty or responsibility to investigate the acts or
            transactions of any predecessor who has rendered all statements of
            account required by Section 7.7 and this subparagraph.

7.10 TRANSFER OF INTEREST

            Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of a Participant to another trust forming part of a pension,
profit sharing or stock bonus plan maintained by such Participant's new
employer and represented by said employer in writing as meeting the requirements
of Code Section 401(a), provided that the trust to which such transfers are made
permits the transfer to be made.

7.11 TRUSTEE INDEMNIFICATION

            The Employer agrees to indemnify and hold harmless the Trustee
against any and all claims, losses, damages, expenses and liabilities the
Trustee may incur in the exercise and performance of the Trustee's power and
duties hereunder, unless the same are determined to be due to gross negligence
or willful misconduct.

7.12 DIRECT ROLLOVER

                  (a) Notwithstanding any provision of the Plan to the contrary
            that would otherwise limit a "distributee's" election under this
            Section, a "distributee" may elect, at the time and in the manner
            prescribed by the Administrator, to have any portion of an "eligible
            rollover distribution" that is equal to at least $500 paid directly
            to an "eligible


                                      -73-


            retirement plan" specified by the "distributee" in a "direct
            rollover."

                  (b) For purposes of this Section the following definitions
            shall apply:

                  (1) An "eligible rollover distribution" is any distribution of
                  all or any portion of the balance to the credit of the
                  "distributee," except that an "eligible rollover distribution"
                  does not include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  "distributee" or the joint lives (or joint life expectancies)
                  of the "distributee" and the "distributee's" designated
                  beneficiary, or for a specified period of ten years or more;
                  any distribution to the extent such distribution is required
                  under Code Section 401(a)(9); the portion of any other
                  distribution that is not includible in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities); any
                  hardship distribution described in Code Section 401(k)(2)(B)
                  (i) (IV) made after December 31, 1999; and any other
                  distribution that is reasonably expected to total less than
                  $200 during a year.

                  (2) An "eligible retirement plan" is an individual retirement
                  account described in Code Section 408(a), an individual
                  retirement annuity described in Code Section 408(b), an
                  annuity plan described in Code Section 403(a), or a qualified
                  trust described in Code Section 401(a), that accepts the
                  "distributee's" "eligible rollover distribution." However, in
                  the case of an "eligible rollover distribution" to the
                  surviving spouse, an "eligible retirement plan" is an
                  individual retirement account or individual retirement
                  annuity.

                  (3) A "distributee" includes an Employee or former Employee.
                  In addition, the Employee's or former Employee's surviving
                  spouse and the Employee's or former Employee's spouse or
                  former spouse who is the alternate payee under a qualified
                  domestic relations order, as defined in Code Section 414(p),
                  are "distributees" with regard to the interest of the spouse
                  or former spouse.

                  (4) A "direct rollover" is a payment by the Plan to the
                  "eligible retirement plan" specified by the "distributee."


                                      -74-


7.13 EMPLOYER SECURITIES AND REAL PROPERTY

            The Trustee shall be empowered to acquire and hold "qualifying
Employer securities" and "qualifying Employer real property," as those terms
are defined in the Act, provided, however, that the Trustee shall not be
permitted to acquire any "qualifying Employer securities" or "qualifying
Employer real property" if, immediately after the acquisition of such securities
or property, the fair market value of all "qualifying Employer securities" and
"qualifying Employer real property" held by the Trustee hereunder should amount
to more than 100% of the fair market value of all the assets in the Trust Fund.

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1 AMENDMENT

                  (a) The Employer shall have the right at any time to amend
            this Plan, subject to the limitations of this Section. However, any
            amendment which affects the rights, duties or responsibilities of
            the Trustee or Administrator may only be made with the Trustee's or
            Administrator's written consent. Any such amendment shall become
            effective as provided therein upon its execution. The Trustee shall
            not be required to execute any such amendment unless the amendment
            affects the duties of the Trustee hereunder.

                  (b) No amendment to the Plan shall be effective if it
            authorizes or permits any part of the Trust Fund (other than such
            part as is required to pay taxes and administration expenses) to be
            used for or diverted to any purpose other than for the exclusive
            benefit of the Participants or their Beneficiaries or estates; or
            causes any reduction in the amount credited to the account of any
            Participant; or causes or permits any portion of the Trust Fund to
            revert to or become property of the Employer.

                  (c) Except as permitted by Regulations (including Regulation
            1.411(d)-4) or other IRS guidance, no Plan amendment or transaction
            having the effect of a Plan amendment (such as a merger, plan
            transfer or similar transaction) shall be effective if it eliminates
            or reduces any "Section 411(d)(6) protected benefit" or adds or
            modifies conditions relating to "Section 411(d)(6) protected
            benefits" which results in a further restriction on such benefits
            unless such "Section 411(d)(6) protected benefits" are preserved
            with respect to benefits accrued as of the later of the adoption
            date or effective date of the amendment. "Section 411(d)(6)
            protected benefits" are benefits described in Code Section
            411(d)(6)(A), early retirement benefits and retirement-type
            subsidies, and optional forms of benefit. A Plan amendment that
            eliminates or restricts the ability of a Participant to receive
            payment


                                      -75-


            of the Participant's interest in the Plan under a particular
            optional form of benefit will be permissible if the amendment
            satisfies the conditions in (1) and (2) below:

                  (1) The amendment provides a single-sum distribution form
                  that is otherwise identical to the optional form of benefit
                  eliminated or restricted. For purposes of this condition (1),
                  a single-sum distribution form is otherwise identical only if
                  it is identical in all respects to the eliminated or
                  restricted optional form of benefit (or would be identical
                  except that it provides greater rights to the Participant)
                  except with respect to the timing of payments after
                  commencement.

                  (2) The amendment is not effective unless the amendment
                  provides that the amendment shall not apply to any
                  distribution with an annuity starting date earlier than the
                  earlier of: (i) the ninetieth (90th) day after the date the
                  Participant receiving the distribution has been furnished a
                  summary that reflects the amendment and that satisfies the Act
                  requirements at 29 CFR 2520.104b-3 (relating to a summary of
                  material modifications) or (ii) the first day of the second
                  Plan Year following the Plan Year in which the amendment is
                  adopted.

8.2 TERMINATION

                  (a) The Employer shall have the right at any time to terminate
            the Plan by delivering to the Trustee and Administrator written
            notice of such termination. Upon any full or partial termination,
            all amounts credited to the affected Participants' Combined Accounts
            shall become 100% Vested as provided in Section 6.4 and shall not
            thereafter be subject to forfeiture, and all unallocated amounts,
            including Forfeitures, shall be allocated to the accounts of all
            Participants in accordance with the provisions hereof.

                  (b) Upon the full termination of the Plan, the Employer shall
            direct the distribution of the assets of the Trust Fund to
            Participants in a manner which is consistent with and satisfies the
            provisions of Section 6.5. Distributions to a Participant shall be
            made in cash or through the purchase of irrevocable nontransferable
            deferred commitments from an insurer. Except as permitted by
            Regulations, the termination of the Plan shall not result in the
            reduction of "Section 411(d)(6) protected benefits" in accordance
            with Section 8.1(c).

8.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

            This Plan and Trust may be merged or consolidated with, or its
assets and/or liabilities may be transferred to any other plan and


                                      -76-


trust only if the benefits which would be received by a Participant of this
Plan, in the event of a termination of the Plan immediately after such transfer,
merger or consolidation, are at least equal to the benefits the Participant
would have received if the Plan had terminated immediately before the transfer,
merger or consolidation, and such transfer, merger or consolidation does not
otherwise result in the elimination or reduction of any "Section 411(d)(6)
protected benefits" in accordance with Section 8.1(c).

                                   ARTICLE IX
                              TOP HEAVY PROVISIONS

9.1 TOP HEAVY PLAN REQUIREMENTS

            For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4 of the Plan.

9.2 DETERMINATION OF TOP HEAVY STATUS

                  (a) This Plan shall be a Top Heavy Plan for any Plan Year in
            which, as of the Determination Date, (1) the Present Value of
            Accrued Benefits of Key Employees and (2) the sum of the Aggregate
            Accounts of Key Employees under this Plan and all plans of an
            Aggregation Group, exceeds sixty percent (60%) of the Present Value
            of Accrued Benefits and the Aggregate Accounts of all Key and
            Non-Key Employees under this Plan and all plans of an Aggregation
            Group.

                        If any Participant is a Non-Key Employee for any Plan
            Year, but such Participant was a Key Employee for any prior Plan
            Year, such Participant's Present Value of Accrued Benefit and/or
            Aggregate Account balance shall not be taken into account for
            purposes of determining whether this Plan is a Top Heavy Plan (or
            whether any Aggregation Group which includes this Plan is a Top
            Heavy Group). In addition, if a Participant or Former Participant
            has not performed any services for any Employer maintaining the Plan
            at any time during the five year period ending on the Determination
            Date, any accrued benefit for such Participant or Former Participant
            shall not be taken into account for the purposes of determining
            whether this Plan is a Top Heavy Plan.

                  (b) Aggregate Account: A Participant's Aggregate Account as of
            the Determination Date is the sum of:

                  (1) the Participant's Combined Account balance as of the most
                  recent valuation occurring within a twelve (12) month period
                  ending on the Determination Date.

                  (2) an adjustment for any contributions due as of the
                  Determination Date. Such adjustment shall be the


                                      -77-


                  amount of any contributions actually made after the Valuation
                  Date but due on or before the Determination Date, except for
                  the first Plan Year when such adjustment shall also reflect
                  the amount of any contributions made after the Determination
                  Date that are allocated as of a date in that first Plan Year.

                  (3) any Plan distributions made within the Plan Year that
                  includes the Determination Date or within the four (4)
                  preceding Plan Years. However, in the case of distributions
                  made after the Valuation Date and prior to the Determination
                  Date, such distributions are not included as distributions for
                  top heavy purposes to the extent that such distributions are
                  already included in the Participant's Aggregate Account
                  balance as of the Valuation Date. Notwithstanding anything
                  herein to the contrary, all distributions, including
                  distributions under a terminated plan which if it had not been
                  terminated would have been required to be included in an
                  Aggregation Group, will be counted. Further, distributions
                  from the Plan (including the cash value of life insurance
                  policies) of a Participant's account balance because of death
                  shall be treated as a distribution for the purposes of this
                  paragraph.

                  (4) any Employee contributions, whether voluntary or
                  mandatory. However, amounts attributable to tax deductible
                  qualified voluntary employee contributions shall not be
                  considered to be a part of the Participant's Aggregate Account
                  balance.

                  (5) with respect to unrelated rollovers and plan-to-plan
                  transfers (ones which are both initiated by the Employee and
                  made from a plan maintained by one employer to a plan
                  maintained by another employer), if this Plan provides the
                  rollovers or plan-to-plan transfers, it shall always consider
                  such rollovers or plan-to-plan transfers as a distribution for
                  the purposes of this Section. If this Plan is the plan
                  accepting such rollovers or plan-to-plan transfers, it shall
                  not consider such rollovers or plan-to-plan transfers as part
                  of the Participant's Aggregate Account balance.

                  (6) with respect to related rollovers and plan-to-plan
                  transfers (ones either not initiated by the Employee or made
                  to a plan maintained by the same employer), if this Plan
                  provides the rollover or plan-to-plan transfer, it shall not
                  be counted as a distribution for purposes of this Section. If
                  this Plan is the plan accepting such rollover or plan-to-plan
                  transfer, it shall consider such rollover or plan-to-plan
                  transfer as part of the Participant's


                                      -78-


                  Aggregate Account balance, irrespective of the date on which
                  such rollover or plan-to-plan transfer is accepted.

                  (7) For the purposes of determining whether two employers are
                  to be treated as the same employer in (5) and (6) above, all
                  employers aggregated under Code Section 414(b), (c), (m) and
                  (o) are treated as the same employer.

                  (c) "Aggregation Group" means either a Required Aggregation
            Group or a Permissive Aggregation Group as hereinafter determined.

                  (1) Required Aggregation Group: In determining a Required
                  Aggregation Group hereunder, each plan of the Employer in
                  which a Key Employee is a participant in the Plan Year
                  containing the Determination Date or any of the four preceding
                  Plan Years, and each other plan of the Employer which enables
                  any plan in which a Key Employee participates to meet the
                  requirements of Code Sections 401(a)(4) or 410, will be
                  required to be aggregated. Such group shall be known as a
                  Required Aggregation Group.

                  In the case of a Required Aggregation Group, each plan in the
                  group will be considered a Top Heavy Plan if the Required
                  Aggregation Group is a Top Heavy Group. No plan in the
                  Required Aggregation Group will be considered a Top Heavy Plan
                  if the Required Aggregation Group is not a Top Heavy Group.

                  (2) Permissive Aggregation Group: The Employer may also
                  include any other plan not required to be included in the
                  Required Aggregation Group, provided the resulting group,
                  taken as a whole, would continue to satisfy the provisions of
                  Code Sections 401(a)(4) and 410. Such group shall be known as
                  a Permissive Aggregation Group.

                  In the case of a Permissive Aggregation Group, only a plan
                  that is part of the Required Aggregation Group will be
                  considered a Top Heavy Plan if the Permissive Aggregation
                  Group is a Top Heavy Group. No plan in the Permissive
                  Aggregation Group will be considered a Top Heavy Plan if the
                  Permissive Aggregation Group is not a Top Heavy Group.

                  (3) Only those plans of the Employer in which the
                  Determination Dates fall within the same calendar year shall
                  be aggregated in order to determine whether such plans are Top
                  Heavy Plans.

                  (4) An Aggregation Group shall include any terminated


                                      -79-


                  plan of the Employer if it was maintained within the last five
                  (5) years ending on the Determination Date.

                  (d) "Determination Date" means (a) the last day of the
            preceding Plan Year, or (b) in the case of the first Plan Year, the
            last day of such Plan Year.

                  (e) Present Value of Accrued Benefit: In the case of a defined
            benefit plan, the Present Value of Accrued Benefit for a Participant
            other than a Key Employee, shall be as determined using the single
            accrual method used for all plans of the Employer and Affiliated
            Employers, or if no such single method exists, using a method which
            results in benefits accruing not more rapidly than the slowest
            accrual rate permitted under Code Section 411(b)(1)(C). The
            determination of the Present Value of Accrued Benefit shall be
            determined as of the most recent Valuation Date that falls within or
            ends with the 12-month period ending on the Determination Date
            except as provided in Code Section 416 and the Regulations
            thereunder for the first and second plan years of a defined benefit
            plan.

                  (f) "Top Heavy Group" means an Aggregation Group in which, as
            of the Determination Date, the sum of:

                  (1) the Present Value of Accrued Benefits of Key Employees
                  under all defined benefit plans included in the group, and

                  (2) the Aggregate Accounts of Key Employees under all defined
                  contribution plans included in the group,

                        exceeds sixty percent (60%) of a similar sum determined
            for all Participants.

                                    ARTICLE X
                                  MISCELLANEOUS

10.1 PARTICIPANT'S RIGHTS

            This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon the Employee as a Participant of this Plan.

10.2 ALIENATION

                  (a) Subject to the exceptions provided below, and as otherwise
            permitted by the Code and the Act, no benefit


                                      -80-


            which shall be payable out of the Trust Fund to any person
            (including a Participant or the Participant's Beneficiary) shall be
            subject in any manner to anticipation, alienation, sale, transfer,
            assignment, pledge, encumbrance, or charge, and any attempt to
            anticipate, alienate, sell, transfer, or assign, pledge, encumber,
            or charge the same shall be void; and no such benefit shall in any
            manner be liable for, or subject to, the debts, contracts,
            liabilities, engagements, or torts of any such person, nor shall it
            be subject to attachment or legal process for or against such
            person, and the same shall not be recognized by the Trustee, except
            to such extent as may be required by law.

                  (b) Subsection (a) shall not apply to the extent a Participant
            or Beneficiary is indebted to the Plan, by reason of a loan made
            pursuant to Section 7.4. At the time a distribution is to be made to
            or for a Participant's or Beneficiary's benefit, such proportion of
            the amount to be distributed as shall equal such indebtedness shall
            be paid to the Plan, to apply against or discharge such
            indebtedness. Prior to making a payment, however, the Participant or
            Beneficiary must be given written notice by the Administrator that
            such indebtedness is to be so paid in whole or part from the
            Participant's Combined Account. If the Participant or Beneficiary
            does not agree that the indebtedness is a valid claim against the
            Vested Participant's Combined Account, the Participant or
            Beneficiary shall be entitled to a review of the validity of the
            claim in accordance with procedures provided in Sections 2.7 and
            2.8.

                  (c) Subsection (a) shall not apply to a "qualified domestic
            relations order" defined in Code Section 414(p), and those other
            domestic relations orders permitted to be so treated by the
            Administrator under the provisions of the Retirement Equity Act of
            1984. The Administrator shall establish a written procedure to
            determine the qualified status of domestic relations orders and to
            administer distributions under such qualified orders. Further, to
            the extent provided under a "qualified domestic relations order," a
            former spouse of a Participant shall be treated as the spouse or
            surviving spouse for all purposes under the Plan.

                  (d) Subsection (a) shall not apply to an offset to a
            Participant's accrued benefit against an amount that the Participant
            is ordered or required to pay the Plan with respect to a judgment,
            order, or decree issued, or a settlement entered into in accordance
            with Code Sections 401(a)(13)(C) and (D).

10.3 CONSTRUCTION OF PLAN

            This Plan and Trust shall be construed and enforced


                                      -81-


according to the Code, the Act and the laws of the State of New York, other than
its laws respecting choice of law, to the extent not preempted by the Act.

10.4 GENDER AND NUMBER

            Wherever any words are used herein in. the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

10.5 LEGAL ACTION

            In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee, the Employer or
the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator, they shall
be entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

10.6 PROHIBITION AGAINST DIVERSION OF FUNDS

                  (a) Except as provided below and otherwise specifically
            permitted by law, it shall be impossible by operation of the Plan or
            of the Trust, by termination of either, by power of revocation or
            amendment, by the happening of any contingency, by collateral
            arrangement or by any other means, for any part of the corpus or
            income of any Trust Fund maintained pursuant to the Plan or any
            funds contributed thereto to be used for, or diverted to, purposes
            other than the exclusive benefit of Participants, Former
            Participants, or their Beneficiaries.

                  (b) In the event the Employer shall make an excessive
            contribution under a mistake of fact pursuant to Act Section
            403(c)(2)(A), the Employer may demand repayment of such excessive
            contribution at any time within one (1) year following the time of
            payment and the Trustees shall return such amount to the Employer
            within the one (1) year period. Earnings of the Plan attributable to
            the contributions may not be returned to the Employer but any losses
            attributable thereto must reduce the amount so returned.

                  (c) Except for Sections 3.5, 3.6, and 4.1(d), any contribution
            by the Employer to the Trust Fund is conditioned upon the
            deductibility of the contribution by the Employer under the Code
            and, to the extent any such deduction is disallowed, the Employer
            may, within one (1) year following the final determination of the
            disallowance, whether by agreement with the Internal Revenue Service
            or by


                                      -82-


            final decision of a competent jurisdiction, demand repayment of such
            disallowed contribution and the Trustee shall return such
            contribution within one (1) year following the disallowance.
            Earnings of the Plan attributable to the contribution may not be
            returned to the Employer, but any losses attributable thereto must
            reduce the amount so returned.

10.7 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

            The Employer, Administrator and Trustee, and their successors, shall
not be responsible for the validity of any Contract issued hereunder or for the
failure on the part of the insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

10.8 INSURER'S PROTECTIVE CLAUSE

            Except as otherwise agreed upon in writing between the Employer and
the insurer, an insurer which issues any Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

10.9 RECEIPT AND RELEASE FOR PAYMENTS

            Any payment to any Participant, the Participant's legal
representative, Beneficiary, or to any guardian or committee appointed for such
Participant or Beneficiary in accordance with the provisions of the Plan, shall,
to the extent thereof, be in full satisfaction of all claims hereunder against
the Trustee and the Employer, either of whom may require such Participant, legal
representative, Beneficiary, guardian or committee, as a condition precedent to
such payment, to execute a receipt and release thereof in such form as shall be
determined by the Trustee or Employer.

10.1O ACTION BY THE EMPLOYER

            Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

10.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

            The "named Fiduciaries" of this Plan are (1) the Employer,


                                      -83-


(2) the Administrator, (3) the Trustee and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under the Plan
including, but not limited to, any agreement allocating or delegating their
responsibilities, the terms of which are incorporated herein by reference. In
general, the employer shall have the sole responsibility for making the
contributions provided for under Section 4.1; and shall have the authority to
appoint and remove the Trustee and the Administrator; to formulate the Plan's
"funding policy and method"; and to amend or terminate, in whole or in part, the
Plan. The Administrator shall have sole responsibility for the administration of
the Plan, including, not limited to, the items specified in Article II of the
Plan, as same may be allocated or delegated thereunder. The Administrator shall
act as the named Fiduciary responsible for communicating with Participant
according to the Participant Direction Procedures. The Trustee shall have the
sole responsibility of management of the assets held under the Trust, except to
the extent directed pursuant to Article II or with respect to those assets, the
management of which has been assigned to an Investment Manager, who shall be
solely responsible for the management of the assets assigned to it, all as
specifically provided in the Plan. Each named Fiduciary warrants that any
directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action. Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary as
being proper under the Plan, and is not required under the Plan to inquire into
the propriety of any such direction, information or action. It is intended under
the Plan that each named Fiduciary shall be responsible for the proper exercise
of its own powers, duties, responsibilities and obligations under the Plan as
specified or allocated herein. No named Fiduciary shall guarantee the Trust Fund
in any manner against investment loss or depreciation in asset value. Any person
or group may serve in more than one Fiduciary capacity.

10.12 HEADINGS

            The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

10.13 APPROVAL BY INTERNAL REVENUE SERVICE

            Notwithstanding anything herein to the contrary, if, pursuant to an
application for qualification filed by or on behalf of the Plan by the time
prescribed by law for filing the Employer's return for the taxable year in which
the Plan is adopted, or such later date that the Secretary of the Treasury may
prescribe, the Commissioner of Internal Revenue Service or the Commissioner's
delegate should determine that the Plan does not initially qualify as a
tax-exempt plan under Code Sections 401 and 501, and such determination is not
contested, or if contested, is finally upheld, then if the Plan is a new plan,
it shall be void ab initio and all


                                      -84-


amounts contributed to the Plan by the Employer, less expenses paid, shall be
returned within one (1) year and the Plan shall terminate, and the Trustee shall
be discharged from all further obligations. If the disqualification relates to
an amended plan, there the Plan shall operate as if it had not been amended.

10.14 UNIFORMITY

            All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

            IN WITNESS WHEREOF, this Plan has been executed as of the day and
year first above written, to become effective October 1, 1999, except as
otherwise specifically provided herein.

                                  JETBLUE AIRWAYS CORPORATION


                                  By: /s/ John D. Owen
                                      -----------------------------------------
                                      Name:  John D. Owen
                                      Title: CFO


                                  /s/ John D. Owen
                                  ---------------------------------------------
                                  John D. Owen, Trustee


                                  /s/ Thomas E. Kelly
                                  ---------------------------------------------
                                  Thomas E. Kelly, Trustee


                                  /s/ Vincent J. Stabile
                                  ---------------------------------------------
                                  Vincent Stabile, Trustee


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