First Advantage Corporation
                              401(k) Savings Plan
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Contents





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         Article 1. Introduction                                              1
1.1 Establishment and Name of the Plan                                        1
1.2 Purpose of the Plan                                                       1
1.3 Transfer of Accounts from the First American Plan                         1
1.4 Applicability of the Plan                                                 1
1.5 Conformance with EGTRRA                                                   2

         Article 2. Definitions                                               3
2.1 Definitions                                                               3
2.2 Gender and Number                                                        13
2.3 Requirement to Be in "Written Form"                                      13

         Article 3. Participation and Service                                14
3.1 Date of Participation                                                    14
3.2 Acquisitions                                                             14
3.3 Duration                                                                 15
3.4 Transfers                                                                15
3.5 Qualified Military Service                                               15

         Article 4. Pretax Deferrals                                         16
4.1 Amount of Deferral                                                       16
4.2 Excess Deferrals                                                         16
4.3 Elections                                                                18
4.4 Compensation Reduction                                                   18
4.5 Transfer and Crediting of Pretax Deferrals                               18
4.6 Restrictions on Pretax Deferrals                                         18
4.7 Refunds of Excess Pretax Deferrals                                       21
4.8 Rights of Returning Servicemen                                           22
4.9 Interim "Good Faith" Catch Up Provisions                                 23

         Article 5. Matching Contributions                                   24
5.1 Matching Contributions                                                   24
5.2 Overall Conditions on Matching Contributions                             24
5.3 Transfer and Crediting of Matching Contributions                         25

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5.4 Restrictions on Matching Contributions                                   25
5.5 Correction of Excess Matching Contributions                              26
5.6 Multiple Use of Alternative Limitation; Aggregation Limitations.         27

         Article 6. Profit Sharing, Rollover and Other Contributions         29
6.1 Discretionary Profit Sharing Contributions                               29
6.2 Correcting Contributions                                                 29
6.3 Rollover Contributions                                                   30

         Article 7. Maximum Contributions and Benefit Limitations            32
7.1 Limitation on Annual Addition                                            32
7.2 "Annual Addition" Defined                                                32
7.3 Excess Annual Additions                                                  32

         Article 8. Vesting and Benefits                                     34

8.1 Vesting                                                                  34
8.2 Account Balance at Distribution                                          34
8.3 Benefits Upon Separation From Service                                    34
8.4 Death Benefits                                                           35
8.5 Minimum Distribution Requirements                                        35
8.6 Hardship Withdrawal                                                      40
8.7 Withdrawal After Attaining Age 59-1/2                                    42
8.8 Withdrawals From Rollover Accounts                                       42
8.9 Mandatory Tax Withholding and Direct Rollover                            42
8.10 Loans to Participants                                                   44

         Article 9. Investment Elections                                     49
9.1 Investment of New Contributions                                          49
9.2 Investment Transfers                                                     49
9.3 Investment Elections                                                     49
9.4 Transfer of Assets                                                       50
9.5 Company Stock Fund Rights                                                50
9.6 Restrictions on Transfer of Stock                                        52
9.7 ERISA Rules Regarding Participant-Directed Investment                    52
9.8 Article Not Applicable to ESOP Fund.                                     53

         Article 10. Participant Accounts and Records                        54
10.1 Accounts and Records                                                    54
10.2 Valuation Adjustments                                                   54
10.3 Company Stock Fund Accounting and Valuation                             54

         Article 11. Financing                                               56

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11.1 Funding of the Plan                                                     56
11.2 Company Contributions                                                   56
11.3 Non-Reversion                                                           56
11.4 Custody of Assets                                                       57
11.5 Payment of Expenses                                                     57
11.6 Absence of Guaranty                                                     57

         Article 12. Administration                                          58
12.1 Committee                                                               58
12.2 Activities, Duties and Responsibilities of the Committee                58
12.3 Committee's Decisions Conclusive                                        60
12.4 Allocation of Fiduciary Responsibility                                  61
12.5 Indemnity                                                               61
12.6 Fidelity Bonds                                                          62
12.7 Data                                                                    62
12.8 Missing Persons                                                         63
12.9 Claims and Appeals Procedures                                           63
12.10 Effect of a Mistake                                                    64

         Article 13. Amendment and Termination                               66
13.1 Authority to Amend or Terminate                                         66
13.2 Discontinuance of Participation by an Employer                          66
13.3 Permanent Cessation of Contributions or Plan Termination                66
13.4 Plan Merger or Transfer                                                 67

         Article 14. Top-Heavy Provisions                                    68
14.1 Application                                                             68
14.2 Key Employee                                                            68
14.3 Top-Heavy Group                                                         69
14.4 Additional Rules                                                        70
14.5 Minimum Contribution Requirement                                        71
14.6 Top-Heavy Vesting                                                       72

         Article 15. Miscellaneous Provisions                                73
15.1 Employment Rights                                                       73
15.2 Notice of Address                                                       73
15.3 Incompetency                                                            73
15.4 Nonalienation                                                           74
15.5 No Examination or Accounting                                            75
15.6 Severability                                                            75
15.7 Counterparts                                                            75
15.8 Service of Legal Process                                                75

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15.9 Headings of Articles and Sections                                       75
15.10 Applicable Law                                                         75
A.1 Applicability                                                            76
A.2 Background of ESOP                                                       76
A.3 Definitions                                                              76
A.4 ESOP Fund Frozen                                                         78
A.5 Profit Sharing Fund                                                      78
A.6 Distributions                                                            79
A.7 Investment and Voting Rights                                             80
A.8 Accounting and Valuation of Assets                                       83


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Article 1. Introduction

1.1 Establishment and Name of the Plan
Certain employees of The First American Corporation were participants in The
First American Corporation 401(k) Savings Plan (the "First American Plan") on
December 31, 2003. These employees transferred to employment with First
Advantage Corporation (the "Company") on or about July 1, 2003. Effective
January 1, 2004, the Company hereby establishes the First Advantage Corporation
401(k) Savings Plan (the "Plan") to provide retirement benefits to certain
employees transferring to employment with the Company from The First American
Corporation and to certain other individuals who become employees of the
Company. Capitalized terms used in this Article shall have the meanings set
forth in Article 2.

1.2 Purpose of the Plan
This Plan is intended to encourage and assist Eligible Employees in adopting a
regular program of savings to provide future benefits. For tax purposes, the
Plan is intended to qualify as a defined contribution profit sharing plan with a
qualified cash or deferred arrangement, within the meaning of Code section
401(k) and related regulations. In accordance with Code section 401(a)(27), the
determination of the Plan as a qualified profit sharing plan shall be made
without regard to whether the Company has current or accumulated profits.

1.3 Transfer of Accounts from the First American Plan
During January, 2004, all accounts maintained for First American Participants
(as defined in Plan section 2.1(u)) under the First American Plan who were
transferred to First Advantage Corporation were transferred to this Plan and
thereafter shall be maintained under and shall be part of this Plan. The
transfer of the First American Participant's accounts from the First American
Plan to this Plan is a transfer of assets and liabilities, within the meaning of
Treasury regulation section 1.414(l)-1(b)(3), from the First American Plan to
this Plan. After the transfer of a First American Participant's account from the
First American Plan to this Plan, the First American Participant shall cease to
have any right to benefits under the First American Plan with respect to service
before the Effective Date.

As of the date the accounts of the First American Participants were transferred
from the First American Plan to this Plan, the First American Plan also included
a employee stock ownership plan, within the meaning of Code section 4975(e)(7)
and section 407(d)(6) of ERISA. This Plan continues to maintain an employee
stock ownership plan holding such transferred assets and liabilities.

1.4 Applicability of the Plan
Except as otherwise provided, the provisions of this Plan are effective January
1, 2004, and are applicable only to Employees in the employ of the Company or an
Affiliate on or after January 1, 2004.

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Notwithstanding any contrary Plan provision, if any modification of ERISA or the
Code (or regulations or rulings thereunder) requires that a conforming Plan
amendment be adopted as of a stated effective date in order for this Plan to
continue to be a qualified plan, this Plan shall be operated in accordance with
such requirements until the date when a conforming Plan amendment is adopted, or
the date when a clear and nonconforming Plan amendment is adopted, whichever
occurs first.

Except as provided in this Plan section 1.3 any Employee retired or terminated
shall have his or her rights under the Plan determined under the terms of the
Plan as in effect at the time the determination is made.

1.5 Conformance with EGTRRA
The Plan is intended to reflect certain provisions of the Economic Growth and
Tax Relief Reconciliation Act of 2001 ("EGTRRA"). These provisions are intended
as good faith compliance with the requirements of EGTRRA and are to be construed
in accordance with EGTRRA and guidance issued thereunder.


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Article 2. Definitions

2.1   Definitions
These definitions are in addition to the definitions of any other terms that
appear elsewhere in the Plan. Whenever used in the Plan the following terms
shall have the respective meanings set forth below unless otherwise required by
the context in which they are used:

(a)  "Account" means the separate recordkeeping account maintained for each
     Participant that represents the total proportionate interest of the
     Participant in the Trust Fund and that consists of the sum of the following
     subaccounts:

     (1)  "Matching Account" means the subaccount that evidences the value of
          Matching Contributions made on behalf of the Participant pursuant to
          Plan section 5.1, including related investment gains and losses of the
          Trust Fund.

     (2)  "Pretax Deferral Account" means the subaccount that evidences the
          value of Pretax Deferrals made on behalf of the Participant pursuant
          to Plan section 4.1, including related investment gains and losses of
          the Trust Fund.

     (3)  "Profit Sharing Account" means the subaccount that evidences the value
          of Profit Sharing Contributions, if any, made on behalf of the
          Participant pursuant to Plan section 6.1, including related investment
          gains and losses of the Trust Fund.

     (4)  "Rollover Account" means the subaccount that evidences the value of
          Rollover Contributions made by the Participant pursuant to Plan
          section 6.3, including related investment gains and losses of the
          Trust Fund.

     (5)  "Catch Up Account" means the subaccount that evidences the value of
          catch up contributions made by the Participant pursuant to Plan
          section 4.9 including related investment gains and losses of the Trust
          Fund.

     (6)  "ESOP Account" means the sum of the Participant's subaccounts listed
          below and in Appendix A. The ESOP Account is divided into the separate
          recordkeeping account that represents the sum of the following
          subaccount, if any:

          (A)  "ESOP Profit Sharing Account" means the subaccount that evidences
               the value of Employer contributions to the ESOP Profit Sharing
               Fund made on behalf of the Participant to the ESOP through
               December 1, 2001 and thereafter under Appendix A, including
               related investment gains and losses of the Trust Fund.

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          (B)  "Stock Account" means the subaccount that evidences the value of
               The First American Corporation Stock and other assets held in the
               ESOP Fund, including related investment gains and losses of the
               Trust Fund.

          (C)  "Transfer Account" means the subaccount that evidences the value
               of any amounts transferred directly from another qualified plan
               to the ESOP before it was merged into The First American
               Corporation 401(k) Savings Plan, as permitted under the Code and
               the rules of the ESOP in existence at that time, including
               related investment gains and losses of the Trust Fund.

          (D)  "Voluntary Contribution Account" means a subaccount that
               evidences the value of the Participant's voluntary, after-tax
               contributions to the ESOP, as merged into The First American
               Corporation 401(k) Savings Plan, including investment gains and
               losses of the Trust Fund.

          Unless a Plan provision explicitly provides otherwise, ESOP Accounts
          shall be maintained and administered separately from other Accounts
          under the Plan.

(b) "Affiliate" means:

     (1)  A corporation or other business organization while it is controlled by
          or under common control with the Company within the meaning of Code
          sections 414(b) or (c) and 1563, with the determination of control
          made without reference to paragraphs (a)(4) and (e)(3)(C) of Code
          section 1563; or

     (2)  Except for purposes of Article 14, any corporation or partnership in
          which the Company owns, directly or indirectly, less than 80 percent
          but more than 50 percent of:

          (A)  The total voting stock or total value of the classes of stock; or

          (B)  The profits or capital of the partnership.

     For purposes of paragraph (1) and solely for the purpose of applying the
     limitations of Article 7, the phrase "more than 50 percent" shall be
     substituted for the phrase "at least 80 percent" each place it appears in
     Code section 1563(a)(1). Affiliate also means any member of an affiliated
     service group (within the meaning of Code section 414(m) and the related
     regulations promulgated by the United States Department of the Treasury
     ("Treasury regulations")) of which the Company or any Affiliate is a
     member; and any entity that, pursuant to Code section 414(o) and related
     Treasury regulations, must be aggregated with the Company or any Affiliate
     for plan qualification purposes.

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(c)  "Beneficiary" means the person or persons (who may be named contingently or
     successively) designated by a Participant to receive the Participant's
     Account in the event of the Participant's death. Each designation shall be
     in the manner prescribed by the Committee, shall be effective only when
     properly filed with the recordkeeper, and shall revoke all prior
     designations by the same Participant. The designation by a married
     Participant of someone other than the Participant's spouse as a Beneficiary
     shall be invalid unless:

     (1)  The spouse consents in writing to the designation of a specific
          nonspouse Beneficiary that may not be changed without spousal consent
          (unless the spousal consent expressly permits the Participant to
          change Beneficiary designations without further consent by the
          spouse);

     (2)  The consent acknowledges the effect of such designation; and

     (3)  The consent is notarized or is witnessed by a Plan representative.

     No spousal consent shall be required if it is established to the
     satisfaction of the Plan representative that such consent cannot be
     obtained because there is no spouse or because the spouse cannot be
     located. If no Beneficiary is properly designated at the time of the
     Participant's death, or if no person so designated shall survive the
     Participant, the Beneficiary shall be the Participant's spouse, or if the
     deceased Participant has no surviving spouse, the Participant's estate.

     The Beneficiary designation of any First American Participant, as defined
     in Plan section 2.1(u), who became a Participant in this Plan on January 1,
     2004, shall be treated as the beneficiary designation of the Participant
     under this Plan unless and until such designation is superseded by a new
     Beneficiary designation under this subsection.

(d)  "Board of Directors" means the Board of Directors of the Company.

(e)  "Break in Service" means any computation period in which an Employee is not
     credited with more than 500 Hours of Service. However, if an Employee is
     absent from employment due to pregnancy, birth of the Employee's child,
     adoption of a child by the Employee, or child care immediately following
     such birth or adoption, any Hour of Service for which the Employee would
     have received credit (or if not determinable, eight hours for each day of
     absence) during such absence, up to a maximum of 501 Hours of Service,
     shall be credited to the Employee solely to prevent the Employee from
     incurring a Break in Service. Any such Hours of Service shall be credited
     for the computation period in which the absence begins if necessary to
     prevent a Break in Service during that computation period and, in all other
     cases, in the immediately following computation period. The term
     "computation period"

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     means the 12-month period measured from the Employee's Date of Hire and
     each Plan Year.

(f)  "Code" means the Internal Revenue Code of 1986, as amended from time to
     time. Each reference in this Plan to the Code or any provision thereof
     shall be deemed to include reference to any comparable or succeeding
     statutory provision that supplements or replaces the provision(s) of the
     Code to which such reference is made.

(g)  "Committee" means the committee as constituted from time to time under
     Article 12 and having the duties set forth therein and elsewhere in the
     Plan.

(h)  "Company" means the First Advantage Corporation.

(i)  "Company Stock" means the common stock of the Company that constitutes
     "qualifying employer securities" within the meaning of Treasury regulations
     section 54.4975-12.

(j)  "Compensation" means all wages, within the meaning of Code section 3401(a),
     and all other payments of compensation to an Employee by the Company or
     Affiliate for which the Company or Affiliate is required to furnish the
     Employee a written statement under Code sections 6041 and 6051.
     Compensation under this subsection shall 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 employment or the services
     performed.

     For nondiscrimination testing purposes, including the identification of
     Highly Compensated Employees under Plan section 2.1(t) in accordance with
     Code section 414(q) and related regulations, the actual deferral percentage
     test of Code section 401(k) as provided in Plan section 4.6, the
     contribution percentage test of Code section 401(m) as provided in Plan
     section 5.4, and the nondiscrimination requirements of Code section
     401(a)(4) as they apply to the allocation of Profit Sharing Contributions,
     if any, Compensation shall include elective contributions that are made by
     the Employer on behalf of the Employee that are not includible in gross
     income under Code section 125, relating to deferrals under a cafeteria
     plan, or Code section 402(e)(3), relating to deferral under a qualified
     cash or deferred arrangement (including Pretax Deferrals under this Plan),
     and elective amounts that are not includible in gross income of the
     Employee by reason of Code section 132(f)(4), relating to qualified
     transportation fringe benefits. Compensation shall also include such
     elective contributions for purposes of applying the Code section 415 limits
     described in Article 7.

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          The annual Compensation of each Participant taken into account in
          determining allocations for any Plan Year shall not exceed $200,000,
          as adjusted for cost-of-living increases in accordance with Code
          section 401(a)(17)(B).

          It is intended that the above definition of Compensation shall comply
          with the safe harbor definition of compensation in Treasury regulation
          section 1.414(s)-1(c)(2) and (4). Notwithstanding any Plan provision
          to the contrary, the Committee shall take steps to ensure that this
          subsection is interpreted and administered so as to comply with such
          requirements. In the event of any conflict, the provisions of the Code
          and the Treasury regulations thereunder shall control.

(k)  "Date of Hire" means the first date on which an Employee is credited with
     an Hour of Service.

(l)  "Disability" means a physical or mental condition that renders the Employee
     eligible for disability payments under the Social Security Act.

(m)  "Eligible Employee" means any Employee employed by the Company or an
     Affiliate except:

     (1)  Any Employee who is included in a unit of Employees covered by a
          collective bargaining agreement, if there is evidence that retirement
          benefits were the subject of good faith bargaining, unless such
          agreement provides for participation of those Employees in this Plan;

     (2)  Any Employee who is a nonresident alien and who receives no earned
          income from an Employer that constitutes income from sources within
          the United States;

     (3)  Any Employee who is a leased employee within the meaning of Code
          section 414(n)(2); and

     (4)  Any person not designated as an "employee" in an Employer's employment
          records during a particular period of time, including a person
          designated as an "independent contractor," is not considered to be an
          Eligible Employee during that period of time. Such a person shall not
          be considered an "Eligible Employee" even if a determination is made
          by the Internal Revenue Service, the Department of Labor, or any other
          government agency, court, or other tribunal, that such person is an
          employee for any purpose, unless and until the Employer in fact
          designates such person as an Employee for purposes of this Plan. If
          such a designation is made, the designation shall be applied
          prospectively only, unless the Employer specifically provides
          otherwise.

(n)  "Eligible Participant" means, for purposes of determining eligibility to
     receive an allocation of Profit Sharing Contributions for any Plan Year:

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     (1)  Each Participant who is employed as an Eligible Employee by an
          Employer on the last day of the Plan Year and who completed at least
          1,000 Hours of Service during the Plan Year;

     (2)  Each Participant who is employed as an Employee in a capacity other
          than that of an Eligible Employee by the Company or an Affiliate on
          the last day of the Plan Year and who completed at least 1,000 Hours
          of Service as an Eligible Employee with an Employer during the Plan
          Year before ceasing to be an Eligible Employee; and

     (3)  Each Participant whose Separation from Service occurred during the
          Plan Year, while the Participant was an Eligible Employee, by reason
          of retirement at or after age 65, Disability or death, notwithstanding
          the number of Hours of Service completed by such Participant during
          such Plan Year.

(o)  "Employee" means any person employed by the Company or an Affiliate.

(p)  "Employer" means the Company and any Affiliate that, with the approval of
     the Company or the Committee, if so empowered by the Company, has adopted
     or adopts this Plan for the benefit of its Eligible Employees. Each
     Employer agrees to be bound by such terms and conditions relating to the
     Plan as the Company or the Committee may reasonably require.

(q)  "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time. Each reference in this Plan to ERISA or any
     provision thereof shall be deemed to include reference to any comparable or
     succeeding statutory provision that supplements or replaces the
     provision(s) of ERISA to which such reference is made.

(r)  "ESOP" means The First American Corporation Employee Profit Sharing and
     Stock Ownership Plan as merged into The First American Corporation 401(k)
     Savings Plan, effective December 1, 2001, and described in Appendix A
     herein.

(s)  "ESOP Trust Fund" means the assets of every kind and description held under
     any Trust Agreement forming a part of the ESOP as merged into The First
     American Corporation 401(k) Savings Plan, including the following and any
     other subfunds that may be established thereunder:

     (1)  The "Profit Sharing Fund" consisting of a diversified portfolio of
          assets attributable to Employer contributions and Employee
          contributions (including after-tax, rollover, and direct transfer
          contributions) that have been received pursuant to the ESOP; and

     (2)  The "ESOP Fund" consisting of The First American Corporation Stock and
          other assets that fund the employee stock ownership portion of the
          ESOP.

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(t)  "First American Corporation Stock" means the common stock of The First
     American Corporation that constitutes "qualifying employer securities"
     within the meaning of Treasury regulations section 54.4975-12.

(u)  "First American Participant" means a Participant in this Plan who, as of
     December 31, 2003, was a Participant in The First American Corporation
     401(k) Savings Plan.

(v)  "Highly Compensated Employee" means an Employee described in Code section
     414(q) and includes any Employee of the Company or an Affiliate who:

     (1)  Was a five-percent owner (as defined in Plan section 14.2) at any time
          during the year or the preceding year, or

     (2)  For the preceding year, received Compensation in excess of $80,000 (as
          adjusted by reference to Code section 414(q)(1)) and, if the Company
          elects the application of this clause for such preceding year, was in
          the top-paid group (as defined in Code section 414(q)) of Employees
          for such preceding year.

     Employees who are nonresident aliens and who receive no U.S.-source income
     from the Company or an Affiliate shall not be counted as Employees when
     identifying Highly Compensated Employees. The family aggregation rules of
     Code section 414(d)(6), as it existed prior to the repeal of these rules,
     shall not to apply to this Plan.

     The rules of this section shall be applied separately to each Employer
     controlled group, as determined after any aggregation required pursuant to
     Code subsections 414(b), (c), (m), (n) and (o).

(w)  "Hour of Service" means:

     (1)  Each hour for which an Employee is paid or entitled to payment by the
          Company or an Affiliate for the performance of duties.

     (2)  Each hour for which an Employee is paid or entitled to payment by the
          Company or an Affiliate on account of a period of time during which no
          duties are performed (irrespective of whether the employment
          relationship has terminated) due to vacation, holiday, illness,
          incapacity (including Disability), layoff, jury duty, or leave of
          absence.

     (3)  Each hour for which back pay (irrespective of mitigation of damages)
          for an Employee is either awarded or agreed to by the Company or an
          Affiliate, with no duplication of credit for hours under paragraphs
          (1) or (2) and this paragraph.

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     (4)  Each hour credited pursuant to applicable ERISA regulations for unpaid
          periods of absence for service in the United States armed forces or
          Public Health Service during which an Employee's reemployment rights
          are guaranteed by law, provided that the Employee is reemployed by the
          Company or an Affiliate as an Employee within the time limits
          prescribed by such law.

     (5)  To the extent and solely for the purposes required by the Family and
          Medical Leave Act of 1993, as amended from time to time (the "FMLA"),
          each hour credited pursuant to applicable regulations for periods of
          absence, to the extent that the Employer was required by the FMLA to
          permit the Employee to be absent from work during that period.

     Notwithstanding the foregoing, no more than 501 Hours of Service shall be
     credited to an Employee on account of any single continuous period during
     which the Employee performs no duties.

     To the extent a record of an Employee's hours of employment is not
     maintained by the Company or an Affiliate, the Employee shall be credited
     with 10 Hours of Service for each day for which the Employee would be
     required to be credited with at least one Hour of Service.

     All Hours of Service shall be determined and credited to computation
     periods in accordance with reasonable standards and policies consistent
     with United States Department of Labor ("Department of Labor") regulations
     section 2530.200b-2(b) and (c).

(x)  "Investment Fund" means any of the funds that the Committee may from time
     to time designate, each of which may hold, in addition to the primary
     investment assets described for the fund, a reasonable amount of cash,
     liquid assets, and such other assets as may be specified in the fund's
     prospectus to facilitate the appropriate administration of the Investment
     Fund and this Plan.

     The Plan is intended to constitute a plan described in ERISA section 404(c)
     and Department of Labor regulations section 2550.404c-1 and will be
     administered in accordance with the requirements for such a plan.
     Participants, Beneficiaries and Alternate Payees shall assume all risks in
     connection with any decrease in the value of any assets or funds that may
     be invested or reinvested in the Investment Funds. Neither the Company, any
     Employer, any employee or director of any Employer or the Company, the
     Committee, any member of the Committee, or any fiduciary with respect to
     the Plan shall be liable to any Participant, Beneficiary, or Alternate
     Payee with respect to the Participant's, Beneficiary's, or Alternate
     Payee's Investment Elections, including (without limitation) any losses
     which are the direct and necessary result of Investment Elections made by
     the Participant, Beneficiary, or Alternate Payee and including any
     investment of the Participant's Account which is

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     made if the Participant, Beneficiary, or Alternate Payee fails to make an
     affirmative Investment Election.

(y)  "Leased Employee" means any person defined as such by Code section 414(n).
     In general, a Leased Employee is any person who is not otherwise an
     Employee of the Company or an Affiliate (referred to collectively as the
     "recipient") who pursuant to an agreement between the recipient and any
     other person ("leased 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
     the primary direction or control by the recipient. No Leased Employee shall
     be an Eligible Employee or a Participant in this Plan.

(z)  "Matching Contributions" means the matching contributions, as described in
     Plan section 5.1 made by an Employer on behalf of a Participant that are
     conditioned on Pretax Deferrals made on behalf of the Participant. Matching
     Contributions shall satisfy the additional requirements of Code section
     401(k)(3)(D) and related regulations to qualify as qualified matching
     contributions within the meaning of Treasury regulation section
     1.401(k)-1(g)(13)(i), so that they may be used in the actual deferral
     percentage test of Code section 401(k), as provided in Plan section 4.6, or
     the contribution percentage test of Code section 401(m), as provided in
     Plan section 5.4.

(aa) "Participant" means any Eligible Employee who becomes a Participant as
     provided in Article 3 and includes, where appropriate to the context, any
     former or inactive Participant described in Plan sections 3.3 and 3.4.

(bb) "Pay" means all wages, salary, commissions, overtime and cash bonuses paid
     to an Employee, while a Participant, by an Employer. Pay shall be
     determined before any reduction for elective contributions that are made by
     the Employer on behalf of the Employee and that are not includible in gross
     income under Code section 125, relating to deferrals under a cafeteria
     plan, Code section 402(e)(3), relating to deferral under a qualified cash
     or deferred arrangement (including Pretax Deferrals under this Plan), or
     elective amounts not includible in gross income by reason of Code section
     132(f)(4), relating to qualified transportation fringe benefits.

     Pay of each Participant taken into account for determining all benefits
     provided under this Plan for any Plan Year shall not exceed $170,000, as
     adjusted for increases in the cost-of-living in accordance with Code
     section 401(a)(17)(B). If a determination period (as distinguished from the
     period during which the Employee is a Participant) consists of fewer than
     12 months, the Pay limit under this paragraph is an amount equal to the
     otherwise applicable Pay limit multiplied by a fraction, the numerator of
     which is the number of whole and fractional months in the short
     determination period, and the denominator of which is 12.

                                       11

<PAGE>

     The family aggregation rules contained in the Code shall not apply.

(cc) "Plan" means the First Advantage Corporation 401(k) Savings Plan as set
     forth herein and as amended from time to time.

(dd) "Plan Year" means the calendar year.

(ee) "Pretax Deferrals" means the contributions made by the Employer on behalf
     of a Participant pursuant to the Participant's election to reduce
     Compensation, as described in Plan section 4.1.

(ff) "Profit Sharing Contributions" means the discretionary contribution, if
     any, determined by the Board or its delegate to be made to the Trust Fund
     and allocated to Participant Accounts under Plan section 6.1. Profit
     Sharing Contributions shall satisfy the additional requirements of Code
     section 401(k)(3)(D) and related regulations to qualify as qualified
     nonelective contributions within the meaning of Treasury regulation section
     1.401(k)-1(g)(13)(ii), so that they may be used in the actual deferral
     percentage test of Code section 401(k), as provided in Plan section 4.6, or
     the contribution percentage test of Code section 401(m), as provided in
     Plan section 5.4.

(gg) "Rollover Contributions" means those contributions made by a Participant
     pursuant to Plan section 6.3.

(hh) "Separation from Service" means any termination of the employment
     relationship between an Employee and the Company and all Affiliates for
     reasons such as resignation, discharge, or retirement, but only if that
     termination of employment constitutes a "severance from employment" within
     the meaning of Code section 401(k)(2)(B)(i)(I). A Separation from Service
     shall not occur for an Employee if:

     (1)  The Employee transfers to a position with the Company or an Affiliate
          in which the Employee is no longer an Eligible Employee;

     (2)  The Employee goes on a leave of absence authorized by the Company or
          Affiliate, so long as the Employee returns to active employment upon
          expiration of such leave;

     (3)  The Employee transfers to employment with another Employer or an
          Affiliate which is not a participating Employer; or

     (4)  The Committee determines that the employee has not had a severance
          from employment for purposes of Code section 401(k)(2)(B)(i)(I).

(ii) "Trust Agreement" means any agreement in the nature of a trust established
     to form a part of the Plan to receive, hold, invest, and dispose of the
     Trust Fund.


                                       12
<PAGE>


(jj) "Trust Fund" means the assets of every kind and description held under any
     Trust Agreement forming a part of the Plan.

(kk) "Trustee" means the Fidelity Management Trust Company or any other legal or
     natural person or persons selected by the Board to act as trustee under any
     Trust Agreement at any time.

(ll) "Valuation Date" means each business day of each Plan Year.

2.2 Gender and Number
Except when otherwise indicated by the context, any masculine or feminine
terminology in this document shall also include the other gender, and the use of
any term in the singular or plural shall also include the opposite number.

2.3 Requirement to Be in "Written Form"
Various notices provided by the Company or Committee, and various elections made
by a Participant are required to be in written form. Except as otherwise
provided under Treasury or Department of Labor regulations or other guidance,
these notices and elections may be conveyed through an electronic system.

                                       13

<PAGE>
Article 3. Participation and Service

3.1 Date of Participation
Each Eligible Employee shall become a Participant in the Plan on the first day
of the calendar month coincident with or next following the later of:

(a)  The date the Eligible Employee attains age 21; or

(b)  The date that the Eligible Employee completes 30 days of eligibility
     service with the Company or an Affiliate. The following rules shall apply
     for determining eligibility service under this subsection:

     (1)  Eligibility service credit shall be given for the period of time
          beginning on the date the Employee first performs an Hour of Service
          and ending on the date of such Employee's Separation from Service.

     (2)  Eligibility service credit shall be given to an Employee for each
          period beginning on the date the Employee Separates from Service and
          ending on the date the Employee first performs an Hour of Service
          thereafter, but only if the Employee is reemployed and performs such
          Hour of Service within 12 months of the date of such Separation from
          Service.

     (3)  Eligibility service credit shall be given to an Employee after a
          Separation from Service for any period beginning on the date the
          Employee first performs an Hour of Service after more than a 12-month
          separation and ending on the date the Employee has a separation from
          Service thereafter.

     (4)  All non-continuous periods of eligibility service credited to such
          Employee under paragraphs (1), (2), and (3) above, shall be
          aggregated.

An Eligible Employee who is otherwise eligible to participate in the Plan but is
then on an approved leave of absence shall not be eligible to become a
Participant until the Eligible Employee is first credited with an Hour of
Service following the leave of absence.

3.2 Acquisitions
In the event a business entity becomes an Affiliate or a part of the Company or
an Affiliate, the Board or the Committee, as authorized by the Board, in its
discretion, may, in connection with such event, waive, shorten or lengthen, on a
nondiscriminatory basis, the minimum service requirement of Plan section 3.1(b)
with respect to Eligible Employees of the entity at the time of the acquisition.
Notwithstanding the foregoing, no waiver or shortening of the minimum service
requirement shall occur if such action would cause the Plan to be unable to meet
the ratio percentage test of Code section 410(b)(1) and related Treasury
regulations, relating to minimum coverage requirements for qualified plans. Any
action taken to waive or

                                       14

<PAGE>

shorten the minimum service requirement under this paragraph shall be recorded
in an added Appendix, which shall be updated by the Committee at such times as
may be appropriate.

3.3  Duration
Subject to Plan section 3.4, an Eligible Employee who becomes a Participant
shall remain a Participant until the Employee has a Separation from Service, and
shall be a former Participant thereafter for as long as the individual is
entitled to receive any benefits under this Plan. A Participant or an Employee
other than an Eligible Employee who has completed the requirements of Plan
section 3.1 shall, if the Employee has a Separation from Service and is
subsequently reemployed as an Eligible Employee, become a Participant as of the
first day of the calendar month coincident with or next following the date of
reemployment. An Employee who has not completed such requirements on the date of
Separation from Service shall become a Participant after the Employee's rehire
on the date determined pursuant to Plan section 3.1.

3.4 Transfers
An Employee who becomes an Eligible Employee shall become a Participant on the
first day of the calendar month coincident with or next following the later of
the date that the Employee first performs duties as an Eligible Employee or the
date prescribed under Plan section 3.1.

Any Participant who ceases to be an Eligible Employee but who remains employed
by the Company or an Affiliate shall become an inactive Participant. An inactive
Participant shall not be eligible to elect Pretax Deferrals or to share in any
allocation of Profit Sharing Contributions with respect to Pay and Compensation
earned on or after the date on which the Employee ceased to be an Eligible
Employee and the Employee's Account shall continue to be held under the Plan
until the Employee becomes entitled to a distribution under other provisions of
the Plan.

3.5 Qualified Military Service
If a Participant is absent from employment for voluntary or involuntary military
service with the armed forces of the United States and returns to employment
within the period required under the law pertaining to veterans' reemployment
rights, the Participant shall receive service for the period of absence from
employment. Notwithstanding any provisions of this Plan to the contrary,
contributions, benefits, and service credit with respect to qualified military
service will be provided in accordance with Code section 414(u).

                                       15

<PAGE>

Article 4.   Pretax Deferrals

4.1 Amount of Deferral
Each Participant who is a Highly Compensated Employee may elect to have the
Employer contribute on the Participant's behalf as Pretax Deferrals an amount
that is equal to any whole percentage from one percent to fifteen percent of the
Participant's Pay from such Employer during the period for which the election is
in effect. Each Participant who is not a Highly Compensated Employee may elect
to have the Employer contribute on the Participant's behalf as Pretax Deferrals
an amount that is equal to any whole percentage from one percent to sixty
percent of the Participant's Pay from such Employer during the period for which
the election is in effect. No benefits other than Matching Contributions shall
be conditioned on a Participant's election to make Pretax Deferrals under this
Plan.

The Participant's election and changes in any such election shall be made in
accordance with the rules set forth in this section 4.1 and such other
administrative rules as the Committee may prescribe. The Committee shall
prescribe such procedures and provide such forms as may be necessary or
appropriate to implement the timing and making, changing or stopping of Pretax
Deferrals.

4.2 Excess Deferrals
(a)  In accordance with Code section 401(a)(30), this Plan and all other plans
     of the Company and Affiliates shall not permit elective deferrals
     (including Pretax Deferrals under this Plan) to exceed the limit prescribed
     under Code section 402(g) for the Participant's taxable year. The Committee
     shall adopt procedures designed to prevent this limit from being exceeded
     and to cause Pretax Deferrals (and the corresponding salary reductions)
     that have been elected by the Participant to be stopped at any time during
     the Participant's taxable year when this limit has been reached.

     The rules of this Plan section 4.2(a) shall be applied separately to each
     Employer controlled group, as determined after any aggregation required
     pursuant Code subsections 414(b), (c), (m), (n), and (o).

(b)  In addition, the Committee shall adopt reasonable procedures to assist a
     Participant in fulfilling the Participant's responsibility of ensuring that
     Pretax Deferrals made on behalf of the Participant under this Plan for the
     Participant's taxable year do not exceed the limit prescribed under Code
     section 402(g) less any other elective deferrals made on behalf of the
     Participant by someone other than the Company or an Affiliate. If the
     Participant notifies the Committee in writing no later than March 1
     following the Participant's taxable year of the amount of any excess Pretax
     Deferrals under this subsection for such taxable year, the Plan may, but
     need not, distribute such excess (and any income or investment gains or
     losses allocable to such excess) to the Participant no later than April 15
     following such taxable year.

                                       16

<PAGE>

(c)  The Participant will be treated as having a calendar taxable year, unless
     the Participant notifies the Committee differently, in writing, before the
     beginning of the Participant's taxable year or, if later, by the date that
     the Employee first becomes a Participant.

(d)  For purposes of this Plan section 4.2, "elective deferrals" includes:

     (1)  Employer contributions to a qualified cash or deferred arrangement to
          the extent excluded from the Participant's gross income for the
          taxable year pursuant to Code section 402(a)(8);

     (2)  Employer contributions to a simplified employee pension to the extent
          excluded from the Participant's gross income for the taxable year
          under Code section 402(h)(1)(b); and

     (3)  Employer contributions to purchase an annuity contract under Code
          section 403(b) under a salary reduction agreement.

(e)  Excess Pretax Deferrals that are distributed from the Plan under Plan
     section 4.2 shall not be included as an Annual Addition for purposes of
     Plan section 7.2 and Code section 415.

(f)  Excess Pretax Deferrals of Participants who are Highly Compensated
     Employees are taken into account for purposes of the actual deferral
     percentage test of Code section 401(k), as provided in Plan section 4.6,
     even if they are distributed under this section. Excess Pretax Deferrals of
     Participants who are not Highly Compensated Employees are not taken into
     account for purposes of the actual deferral percentage test of Code section
     401(k), as provided in Plan section 4.6, to the extent they are distributed
     under Plan section 4.2 because they are prohibited by Code section
     401(a)(30) and Plan section 4.2(a).

(g)  The Committee shall adopt reasonable procedures for coordinating
     distributions of excess Pretax Deferrals and allocable income under Plan
     section 4.2 and Plan section 4.7 in accordance with applicable Treasury
     regulations. Allocable income and investment gains or losses shall be
     determined in the manner described in Plan section 4.7. The amount of any
     excess deferrals for a Plan Year that may be distributed under Plan section
     4.2 shall be reduced by the amount of excess contributions previously
     distributed to the Participant under Plan section 4.7.

(h)  Excess Pretax Deferrals that are distributed under Plan section 4.2 shall
     be included in the Participant's gross income for the taxable year during
     which the Pretax Deferrals were made. Income and investment earnings
     allocable to the excess Pretax Deferrals are includible in the
     Participant's gross income for the taxable year in which distributed.

                                       17

<PAGE>

(i)       The distribution described in Plan section 4.2 may be made
          notwithstanding any other Plan provision. The corrective distribution
          of excess Pretax Deferrals and allocable income is not subject to the
          early distribution tax of Code section 72(t) and is not treated as a
          distribution for purposes of applying excise taxes under Code section
          4980A, the direct rollover rules of Code section 401(a)(31), or the
          mandatory withholding rules of Code section 3405(c).

4.3  Elections
Each Participant (or Employee expected to become a Participant by the time that
the election will take effect) shall make the election described in Plan section
4.1.

The election shall be made by completing and returning the election form made
available by the Committee in the time and manner prescribed by the Committee.
In addition, the election may be made using any system of telephonic or other
verbal or electronic communication (including computer data diskette) that has
been authorized and approved by the Committee for making certain elections under
the Plan. Elections shall remain in effect until a new election to begin, stop,
increase, or decrease the Participant's Pretax Deferrals is received by the
recordkeeper.

4.4 Compensation Reduction
Each Participant who makes an election to have the Employer contribute a
percentage of the Participant's Pay as Pretax Deferrals shall, by the act of
making such election, agree to have such Pay reduced by an equivalent amount for
so long as the election remains in effect. The Participant's Pay shall not be
reduced to the extent that the Employer does not contribute the Pretax Deferrals
to the Plan on behalf of the Participant.

4.5 Transfer and Crediting of Pretax Deferrals
Pretax Deferrals shall be transferred to the Trust Fund as soon as practicable
after each payroll payment date and in no event later than the fifteenth
business day after the end of the calendar month in which the corresponding
amount would have been paid to the Participant in the absence of the Pretax
Deferral election, unless an extension is available pursuant to relevant law.
Pretax Deferrals shall be credited to the Participant's Pretax Deferral Account
as of the payroll payment date on which the amount deferred would have been paid
in the absence of the Pretax Deferral election under Plan section 4.1. Such
amounts, however, shall not be eligible to share in investment results until
received by the Trust Fund.

4.6 Restrictions on Pretax Deferrals
The rules of this Plan section 4.6 shall be applied separately to each Employer
controlled group, as determined after any aggregation required pursuant to Code
subsections 414(b), (c), (m), (n), and (o).

As of the last day of each Plan Year and at such other times throughout the Plan
Year as the Committee may determine, the Committee shall require testing of
Pretax Deferrals, along with any other Employer contributions, such as Matching
or Profit Sharing Contributions,

                                       18

<PAGE>

that the Committee elects to include in this testing in accordance with
applicable conditions specified under Code section 401(k) and related Treasury
regulations (provided that such contributions have not been counted in the
contribution percentage test of Code section 401(m), as provided in Plan section
5.4, or, with respect to Profit Sharing Contributions, the general
nondiscrimination requirements of Code section 401(a)(4) and related Treasury
regulations), to assure that the "actual deferral percentage," as defined below,
for the Plan Year of Participants who are Highly Compensated Employees does not
exceed the limits specified herein. The actual deferral percentage for the Plan
Year of Participants who are Highly Compensated Employees shall not exceed the
greater of:

(a)  The product of 1.25 and the actual deferral percentage for the current Plan
     Year for the Eligible Employees who are Non-Highly Compensated Employees
     for the current Plan Year; or

(b)  The lesser of:

     (1)  The product of two and the actual deferral percentage for the current
          Plan Year for the Eligible Employees who are Non-Highly Compensated
          Employees for the current Plan Year, or

     (2)  The actual deferral percentage for the current Plan Year for the
          Eligible Employees who are Non-Highly Compensated Employees for the
          current Plan Year plus two percentage points.

By an amendment to the Plan, the Committee may elect to apply paragraphs (a) and
(b) by using the preceding Plan Year rather than the current Plan Year except
that such election may not be changed unless permitted by the Internal Revenue
Service.

The term "actual deferral percentage" for each group of Participants for any
period shall be the average of the ratios (calculated separately for each
Participant in such group, of the amount of Pretax Deferrals (and any other
Employer contributions that the Company elects to include in this testing in
accordance with applicable conditions specified under Code section 401(k) and
related Treasury regulations) made on behalf of the Participant for the Plan
Year to that Participant's Compensation earned while a Participant for the Plan
Year. Such ratios and the actual deferral percentage for each group shall be
calculated to the nearest one-hundredth of 1 percent of an Eligible Employee's
Compensation. To the extent required by Treasury regulations, excess Pretax
Deferrals under Plan section 4.2 shall be treated as a Pretax Deferral amount
elected under Plan section 4.1 and contributed to the Plan, whether or not such
excess Pretax Deferral is distributed under Plan section 4.2.

Advance testing done under Plan section 4.6 shall be based on a Participant's
annual rate of Compensation (not Pay) while a Participant in effect at the time
of the testing, and corrections made to reduce the amount in excess of the
maximum permissible deferral percentage shall be made from Compensation to be
earned for the remainder of the Plan

                                       19

<PAGE>

Year. Final Plan Year compliance with the restrictions of Plan section 4.6 shall
be based on the Participant's actual Compensation while a Participant and total
Pretax Deferrals for the Plan Year. The Committee is authorized to restrict the
Pretax Deferrals of Highly Compensated Employees in a uniform manner if it
determines, based on advance testing done during the Plan Year, that such
restriction is necessary or appropriate to assure final Plan Year compliance
wifth restrictions of Plan section 4.6.

If, for purposes of Code section 401(a)(4) or 410(b), this Plan is aggregated
with one or more other plans that include qualified cash or deferred
arrangements, then the cash or deferred arrangements of this Plan and such other
plans shall be treated as one arrangement for purposes of Plan section 4.6. If
any Highly Compensated Employee is a participant under two or more qualified
cash or deferred arrangements of the Company or an Affiliate, all such cash or
deferred arrangements shall be treated as one such arrangement for purposes of
determining the actual deferral percentage of the Highly Compensated Employee.

The family aggregation rules contained in the Code shall not apply.

(c)  Change in Plan Coverage. If a Plan results from, or is otherwise affected
     by, a Change in Plan Coverage (described below) that becomes effective
     during a Plan Year, then the actual deferral percentage for the Non-Highly
     Compensated Employees for the prior Plan Year is a weighted average
     determined in accordance with IRS rules.

     (1)  The term "Change in Plan Coverage" means a change in the group or
          groups of Eligible Employees under a Plan on account of:

          (A)  The establishment or amendment of a plan;

          (B)  A plan merger, consolidation, or spinoff under Code section
               414(l);

          (C)  A change in the way plans within the meaning of Code section
               414(l) are combined or separated for purposes of IRS regulation
               1.401(k)-1(g)(11) (relating to permissive aggregation of plans);
               or

          (D)  A combination of any of the foregoing.

(d)  Reductions During Plan Year. If the Committee determines before the end of
     the Plan Year that the limitation under Plan section 4.6 might not be
     satisfied, the Committee may reduce the future Pretax Deferrals of the
     Highly Compensated Employees such that the amount of a Highly Compensated
     Employee's future Pretax Deferrals do not exceed such Contributions of any
     other Highly Compensated Employee, or to the extent permitted by law, in
     such other manner as the Committee may decide.

                                       20

<PAGE>

4.7 Refunds of Excess Pretax Deferrals
If, at the end of the Plan Year, the actual deferral percentage of Highly
Compensated Employees determined under Plan section 4.6 exceeds the maximum
deferral percentage permitted for the Plan Year under that section, then amounts
shall be refunded to such Highly Compensated Employees in accordance with this
Plan section 4.7.

Within 12 months after the end of the Plan Year, the excess amount of Pretax
Deferrals, along with income and investment gains and losses attributable
thereto, for the Highly Compensated Employees shall be distributed to such
Participants in the order of their actual deferral amounts, beginning with the
Highly Compensated Employees with the highest deferral amount, until the
limitations of Plan section 4.6 and Plan section 4.7 are met. When the
distributions required by this section are made, the limitation of section 4.6
is deemed satisfied even though the average deferral percentage of the Highly
Compensated Employees recomputed after the distributions may still exceed the
limitation of section 4.6.

The distribution described in Plan section 4.7 may be made notwithstanding any
other Plan provision. The corrective distribution of excess Pretax Deferrals and
allocable income is not subject to the early distribution tax of Code section
72(t) and is not treated as a distribution for purposes of applying excise taxes
under Code section 4980A, the direct rollover rules of Code section 401(a)(31),
or the mandatory withholding rules of Code section 3405(c).

Excess Pretax Deferrals distributed under Plan section 4.7 for any Plan Year
shall be reduced by the excess Pretax Deferrals previously distributed under
Plan section 4.2 for the taxable year of the Participant that ends in the same
Plan Year. Similarly, excess Pretax Deferrals distributed under Plan section 4.2
for the Participant's taxable year shall be reduced by the excess Pretax
Deferrals previously distributed under Plan section 4.7 for the Plan Year
beginning in the same taxable year of the Participant.

The income and investment gains and losses attributable to excess Pretax
Deferrals shall take into consideration income and investment gains and losses
on the Participant's Account for the Plan Year. Unless a different method is
selected by the Committee and used consistently for all Participants and all
corrective distributions for the Plan Year, the income and investment gains and
losses allocable to excess Pretax Deferrals for the Plan Year shall be that
portion of income and investment gains and losses on the Participant's Account
for the Plan Year that bears the same ratio to total income and investment gains
and losses for the Plan Year as the excess Pretax Deferrals bears to the total
Account balance determined as of the end of the Plan Year, before income and
investment gains and losses for the Plan Year are added to the Account.

The family aggregation rules contained in the Code shall not apply.

Notwithstanding any other provision of this Plan to the contrary, the Committee
shall take steps to ensure that Plan section 4.7 is interpreted and administered
so as to comply with applicable legal requirements for the determination of what
amounts constitute excess Code section 401(k) elective deferrals and for the
return of such excess amounts and any income and investment gains and losses
attributable thereto. All determinations under Plan section 4.7 shall comply
with Code

                                       21

<PAGE>

section 401(k) and the Treasury regulations thereunder. The Committee shall keep
adequate records to show compliance with these requirements. In the event of any
conflict between the provisions of Plan section 4.7 and the provisions of the
Code and the Treasury regulations thereunder, the provisions of the Code and
such regulations shall control.

4.8 Rights of Returning Servicemen
A person who leaves employment with an Employer for military service, and who
returns to employment with the Employer or an Affiliate, and within the time
prescribed by law for reinstatement of the Participant's employment rights, and
who thereby initially becomes a Participant or who resumes participation in the
Plan, shall have the right to make up Pretax Deferrals and/or Catch Up
Contributions in accordance with this section.

(a)  Period for Make-Up Contributions. Such Participant's make-up period, that
     shall begin on the date of reemployment, shall be equal to three times the
     period of military service, up to a maximum of five years.

(b)  Amount of Make-Up Contributions. For all or part of the Participant's
     period of military service, such Participant may make Pretax Deferrals at
     any of the rates permitted under section 4.1 that were in effect during
     this period of military service. Such contributions shall be made by
     payroll reduction over the interval specified by the Participant that is
     consistent with (a) above. The basis for making such contributions shall be
     such Participant's average Compensation during the 12-month period
     immediately prior to entry into military service. Such contributions shall
     be in addition to any Pretax Deferrals the Participant is making under Plan
     section 4.1 for the current period of employment.

(c)  Adjustment, Suspension, or Resumption. Such make-up contributions may be
     adjusted, suspended, or resumed by such Participant as provided in Plan
     section 4.3 during the make-up period specified in (a) above, but there
     shall be no penalty for any discontinuance of such contributions.

(d)  Employer Matching Contributions. The Employer shall make Matching
     Contributions in accordance with Article 5 that match such make-up Pretax
     Deferrals.

(e)  Employer Profit Sharing Contributions. For each Plan Year during which a
     Participant was in military service that a Discretionary Profit Sharing
     Contribution was made by the Employer, the Employer shall make a
     Discretionary Profit Sharing Contribution for the period of military
     service at the rate of Compensation (determined under paragraph (b) above)
     that applied, to other Participants for that

                                       22

<PAGE>

     Plan Year, such contribution to be allocated to such Participant as
     provided in Article 6.

(f)  Limitations Not Applicable. The limitations and restrictions of Plan
     section 4.6, and Code sections 415 and 414(a) shall not be applicable to
     any Participant make-up Pretax Deferrals, Matching Contributions,
     Discretionary Profit Sharing Contributions, or Catch Up Contributions with
     respect to the year in which such contributions are made, and such
     limitations shall apply for the year for which the contributions are made
     only to the extent provided by rules prescribed by the Secretary of the
     Treasury.

(g)  Earnings, Gains, or Losses. Such make-up contributions, Matching
     Contributions, and Discretionary Profit Sharing Contributions shall not be
     credited with any earnings, gains, or losses on such contributions, nor
     shall any forfeitures be credited to the Participant's Account, with
     respect to the period during which the Participant was in military service.

4.9 Interim "Good Faith" Catch Up Provisions
Each Participant who will have attained age 50 before the close of the Plan Year
shall be eligible to make Catch Up Contributions in accordance with, and subject
to the limitations of Code section 414(v). Such Catch Up Contributions shall not
be taken into account for purposes of the provisions of the Plan implementing
the required limitations of Code sections 402(g) and 415. The Plan shall not be
treated as failing to satisfy the provisions of the Plan implementing the
requirements of Code section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416,
as applicable, by reason of the making of such Catch Up Contributions. Elections
to make Catch Up Contributions must be made in accordance with uniform
procedures established by the Committee. The amount of Pretax Deferrals in
excess of an otherwise applicable limit shall be determined as of the end of
each Plan Year by comparing the total Pretax Deferrals for the Plan Year with
the otherwise applicable limits. If, at the end of each Plan Year, the Catch Up
Contributions fail to exceed otherwise applicable limits they shall be
re-characterized as Pretax Deferrals made by the Participant pursuant to section
4.1. "Otherwise applicable limits" shall include statutory limits (limits
contained in the Code on elective deferrals or annual additions permitted to be
made under the Plan), Employer-provided limits (limits imposed on elective
deferrals by the terms of this Plan), and the actual deferral percentage limit.

Catch Up Contributions elected under this section will not entitle the
Participant to an additional Employer matching contribution. In the event it is
later determined that the contribution is not a Catch Up Contribution because it
is less than the otherwise applicable limits the Catch Up Contribution will be
re-characterized as a Pretax Deferral and Employer matching contributions shall
be made in accordance with section 5.1.


                                       23
<PAGE>

Article 5. Matching Contributions

5.1 Matching Contributions
The Company may make discretionary Matching Contributions in such amounts, and
at such times, if any, as shall be determined in its sole discretion by the
Board of Directors or its delegate ("Discretionary Matching Contributions").
Discretionary Matching Contributions, if any, shall be allocated as a specified
percentage of the amount of Pretax Deferrals made during the Plan Year on behalf
of Participants who are employed by the Company or an Affiliate on the last day
of the Plan Year, or who have died, retired, or incurred a Disability during the
Plan Year.

For purposes of this section 5.1, a Participant will be treated as having
retired during the Plan Year if the Participant has a Separation from Service
upon attaining Normal Retirement Age or age 55 with three years of service with
the Company or an Affiliate, measured from the later of the Employee's Date of
Hire or attainment of age 18.

In computing service with the Company or an Affiliate, the Employee shall be
credited with one full year of service for each Plan Year in which the Employee
is credited with at least 1,000 Hours of Service and, if the Employee is
credited with Hours of Service for less than the full Plan Year, the Employee
shall be credited with a fractional year of service where the Hours of Service
credited during the Plan Year would, if annualized, equal or exceed 1,000. A
"fractional year" shall mean the quotient of the number of completed months for
which the Employee receives credit for Hours of Service, divided by 12.

For purposes of this section 5.1, if a Leased Employee later becomes an
Employee, the period of employment during which the individual was a Leased
Employee performing services for the Company or an Affiliate shall be recognized
as service, subject to the above rules.

5.2 Overall Conditions on Matching Contributions
Notwithstanding any Plan provision to the contrary, any Matching Contribution
(including any investment gain attributable thereto) that relates to an excess
Pretax Deferral under Plan section 4.2 shall be forfeited, any Matching
Contribution that relates to an excess Pretax Deferral under Plan section 4.6
shall be forfeited, and any excess Matching Contributions (including any
investment gain attributable thereto) under Plan sections 5.4 and 5.5 shall be
forfeited. These corrective steps shall be taken within 12 months after the end
of the Plan Year to which such Matching Contributions relate. The forfeited
amounts shall not be treated as a Matching Contribution with respect to the
Participant of the Plan Year. Calculation of investment gain attributable to
excess Matching Contributions shall conform to the requirements of Regulations
section 1.401(m)-1(e)(3)(ii).

                                       24

<PAGE>

5.3 Transfer and Crediting of Matching Contributions
Matching Contributions may be made in either cash, Company Stock, or a
combination of the two as determined by the Company in its sole discretion.
Matching Contributions shall be transferred to the Trust Fund in accordance with
procedures established by the Committee, but in no event later than the due date
(including extensions) for filing the Company's federal income tax return for
the taxable year in which ends the Plan Year to which the Matching Contribution
relates. Matching Contributions shall be credited to the Participant's Matching
Account as of the last day of the Plan Year for which they are made. However, no
Matching Contributions shall be eligible to share in investment results until
received by the Trust Fund.

5.4 Restrictions on Matching Contributions
The rules of this Plan section 5.4 shall be applied separately to each Employer
controlled group, as determined after any aggregation required pursuant to Code
subsections 401(b), (c), (m), (n), and (o).

As of the last day of each Plan Year and at such times throughout each Plan Year
as the Committee may determine, the Committee shall require testing of Matching
Contributions, along with any other Employer contributions, such as Pretax
Deferrals or Profit Sharing Contributions, that the Committee elects to include
in such testing in accordance with applicable conditions specified under Code
section 401(m) and related Treasury regulations (provided that such
contributions have not been counted in the actual deferral percentage test of
Code section 401(k), as provided in Plan section 4.6, or, with respect to Profit
Sharing Contributions, the general nondiscrimination requirements of Code
section 401(a)(4) and related Treasury regulations), to assure that the
"contribution percentage," as defined below, for the Plan Year of Participants
who are Highly Compensated Employees does not exceed the limits specified
herein. The contribution percentage for the Plan Year of Participants who are
Highly Compensated Employees shall not exceed the greater of:

(a)  The product of 1.25 and the contribution percentage for the current Plan
     Year for the Eligible Employees who are Non-Highly Compensated Employees
     for the current Plan Year, or

(b)  The lesser of:

     (1)  the product of two and the contribution percentage for the current
          Plan Year for the Eligible Employees who are Non-Highly Compensated
          Employees for the current Plan Year, or

     (2)  the contribution percentage for the current Plan Year for the Eligible
          Employees who are Non-Highly Compensated Employees for the current
          Plan Year plus two percentage points.

(c)  The multiple use limitation contained in the Code shall not apply.


                                       25

<PAGE>

By an amendment to the Plan, the Committee may elect to apply paragraphs 4.6(a)
and 4.6(b) by using the preceding Plan Year rather than the current Plan Year
except that such election may not be changed unless permitted by the Internal
Revenue Service.

The term "contribution percentage" for each group of Participants shall be the
average of the ratios, calculated separately for each Participant in such group,
of all Matching Contributions (and any other Employer contributions that the
Company elects to include in this testing in accordance with applicable
conditions specified under Code section 401(m) and related Treasury regulations)
made by or on behalf of the Participant for the Plan Year to that Participant's
Compensation earned while a Participant during the Plan Year. Such ratios and
the contribution percentage for each group shall be calculated to the nearest
one-hundredth of one percent of an Eligible Employee's Compensation.

If, for purposes of Code section 401(a)(4) or 410(b), this Plan is aggregated
with one or more other plans that include employer matching or employee
after-tax contributions subject to contribution testing under Code section
401(m), then this Plan and such other plans shall be treated as one arrangement
when determining the contribution percentage for purposes of Plan section 5.4.
If a Highly Compensated Employee participates in this Plan and one or more other
plans of the Company or an Affiliate to which employer matching or employee
after-tax contributions required to be tested under Code section 401(m) are
made, all such contributions shall be aggregated for purposes of determining the
Highly Compensated Employee's contribution percentage.

The family aggregation rules contained in the Code shall not apply.

In addition to the limitation on Pretax Deferrals specified in Plan section 4.6
and the limitation on Matching Contributions specified in Plan section 5.4,
Pretax Deferrals and Matching Contributions with respect to Highly Compensated
Employees shall be subject to compliance with applicable Treasury regulations
that prevent the multiple use of the alternative percentage limitations in Code
sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii). If multiple use of the
alternative percentage limitations occurs, such multiple use shall be corrected,
in accordance with Treasury regulation section 1.401(m)-2(c), by reducing the
actual deferral percentages of Highly Compensated Employees.

Change in Plan Coverage. If a Plan results from, or is otherwise affected by, a
Change in Plan Coverage, as defined in Plan section 4.6(c)(1), that becomes
effective during a Plan Year, then the contribution percentage for the
Non-Highly Compensated Employees for the prior Plan Year is a weighted average
determined in accordance with IRS rules.

5.5 Correction of Excess Matching Contributions
If, at the end of the Plan Year, the contribution percentage of Highly
Compensated Employees determined under Plan section 5.4 exceeds the maximum
contribution percentage permitted for the Plan Year, then the following
corrective steps shall be taken within 12 months after the end of the Plan Year.

                                       26

<PAGE>

Within 12 months after the end of the Plan Year, the excess Matching
Contributions (along with income and investment gains and losses attributable
thereto) for Highly Compensated Employees shall be distributed to such
Participants in the order of each Highly Compensated Employee's matching
contributions amount, beginning with the Highly Compensated Employee with the
highest matching contributions amount, until the limitations of Plan section 5.4
and Plan section 5.5 are met. The income and investment gains and losses
attributable to excess Matching Contributions for the Plan Year shall be
determined by the same procedure as set forth in Plan section 4.7 for
determining income attributable to excess Pretax Deferrals. When the corrections
required by this section are made, the limitation of section 5.4 is deemed
satisfied even though the average deferral percentage of the Highly Compensated
Employees recomputed after the corrections required by this section may still
exceed the limitation of section 5.4.

The distributions described in Plan section 5.5 may be made notwithstanding any
other Plan provision. The corrective distribution of excess Matching
Contributions and allocable income is not subject to the early distribution tax
of Code section 72(t) and is not treated as a distribution for purposes of
applying excise taxes under Code section 4980A, the direct rollover rules of
Code section 401(a)(31), or the mandatory withholding rules of Code section
3405(c).

The family aggregation rules contained in the Code shall not apply.

Notwithstanding any other provision of Plan section 5.5 to the contrary, the
Committee shall take steps to ensure that this section is interpreted and
administered so as to comply with applicable legal requirements for the
determination of what amounts constitute excess contribution amounts under Code
section 401(m) and for the return of such excess amounts and any income and
investment gains and losses attributable thereto. All determinations under Plan
section 5.5 shall comply with Code section 401(m) and the Treasury regulations
thereunder. The Committee shall keep adequate records to show compliance with
these requirements. In the event of any conflict between the provisions of Plan
section 5.5 and the provisions of the Code and the Treasury regulations
thereunder, the provisions of the Code and such regulations shall control.

5.6  Multiple Use of Alternative Limitation; Aggregation Limitations.
(a)  In General. If the actual deferral percentage (as defined under Code
     section 401(k)(3)(B)) for the group of Highly Compensated Employees exceeds
     the limitations of Code section 401(k)(3)(A)(ii)(II) ("alternative
     limitation"), as described in Plan section 4.6(b) and the contribution
     percentage for such group exceeds the amount in Plan section 5.4(b) then
     the sum of:

     (1)  The actual deferral percentage for the group of Highly Compensated
          Employees who are Eligible Employees, and

                                       27

<PAGE>

     (2)  The contribution percentage for the group of Highly Compensated
          Employees who are Eligible Employees shall not exceed the aggregate
          limitation described in paragraph (b).

(b)  Aggregate Limitation. The aggregate limitation shall be the limit
     prescribed by the IRS pursuant to Code section 401(m)(9) to prevent the
     multiple use of the Alternative Limitation of Code section 401(k) and the
     limitation of Plan section 5.4(b).

(c)  Correction of Excess. If the aggregate limitation in paragraph (b) is
     exceeded, then within 12 months after the end of the Plan Year, the
     contribution percentages of the Highly Compensated Employees shall be
     reduced by distributing excess Matching Contributions (as determined by the
     Committee subject to Treasury regulations) until the excess is eliminated.
     The income and investment gains and losses attributable to excess Matching
     Contributions for the Plan Year shall be determined by the same procedure
     as set forth in Plan section 4.7 for determining income attributable to
     excess Pretax Deferrals.

                                       28

<PAGE>

Article 6. Profit Sharing, Rollover and Other Contributions

6.1 Discretionary Profit Sharing Contributions
(a)  Amount and Timing. The Company may make Profit Sharing Contributions for a
     Plan Year in such amount, if any, as shall be determined by the Board of
     Directors or its delegate. Any such contributions, together with other
     contributions made under the Plan for the Plan Year, shall not exceed the
     amount currently deductible under Code section 404(a) (applied without
     regard to Code section 404(a)(5) relating to nonqualified plans.) Employer
     contributions, if any, for any Plan Year shall be deposited to the Trust
     Fund no later than the time prescribed for filing the Company's federal
     income tax return (including extensions thereof) for the taxable year in
     which the Plan Year ends.

(b)  Allocations. Any Employer contribution for the Plan Year shall be credited
     as of the last day of the Plan Year for which it is contributed (even
     though receipt of the Profit Sharing Contribution by the Trust Fund may
     take place after the close of the Plan Year) among the Profit Sharing
     Accounts of all Eligible Participants. Such contributions, however, shall
     not be eligible to share in investment results until received by the Trust
     Fund. The allocation shall be in the ratio that each Eligible Participant's
     Compensation received while a Participant from that Employer during the
     Plan Year bears to the total Compensation during such Plan Year received by
     all Eligible Participants of the Employer. To the extent that any Eligible
     Participant is not entitled to a full allocation as a result of the limits
     specified in Article 7, the amount that cannot be allocated to such
     Participant shall be reallocated to the other Eligible Participants as
     provided in this subsection. Participants who did not receive Compensation
     or did not qualify as Eligible Participants during the Plan Year shall not
     be considered in determining the allocations.

(c)  Nondiscrimination Requirement. It is the express intent of this Plan that
     Profit Sharing Contributions, net of amounts counted as qualified
     nonelective contributions in the actual deferral percentage test of Code
     section 401(k), as described in Plan section 4.6, or in the contribution
     percentage test of Code section 401(m), as provided in Plan section 5.4,
     that are allocated to Participant's Account for a Plan Year shall satisfy
     the nondiscrimination safe harbor of Treasury regulation section
     1.401(a)(4)-2(b) for plans with a uniform allocation formula. Accordingly,
     notwithstanding any Plan provision to the contrary, the Committee shall
     take steps to ensure that Plan section 6.1 is interpreted and administered
     so as to comply with such requirements.

6.2 Correcting Contributions
In addition to other contributions, the Company shall pay a special, correcting
contribution to the Trust Fund, as necessary, when directed to do so by the
Committee to restore an amount


                                       29
<PAGE>


to a missing person pursuant to Plan section 12.8 or to correct a mistake or
omission in the allocation of contributions hereunder that cannot, when
discovered, be practicably corrected by revising prior allocations.

6.3 Rollover Contributions
Amounts that a Participant has received from any other qualified employee
benefit plan may, subject to the Committee's approval and in accordance with
uniform, nondiscriminatory procedures designed to protect the qualification and
the integrity of this Plan, be transferred by the Participant to this Plan in
cash, provided the following conditions are satisfied:

(a)  Amounts that have previously been distributed to the Participant from
     another qualified plan and rolled over to this Plan shall be fully vested
     and shall be credited to the Participant's Rollover Account.

(b)  The amount tendered to the Committee must have previously been received by
     the Participant as an eligible rollover distribution, as described in Code
     section 402(c)(4), and must be transferred following a distribution from:

     (1)  A plan qualified under Code section 401(a); or

     (2)  A rollover or conduit individual retirement account or annuity that
          has received a rollover contribution described in Code section
          408(d)(3) and to which no other contributions have been made.

(c)  The amounts tendered must not include nondeductible employee contributions
     to a qualified plan by a Participant or amounts attributable to:

     (1)  Taxpayer contributions to an individual retirement account or annuity
          under Code section 408, whether or not deductible under Code section
          219;

     (2)  Accumulated deductible employee contributions described in Code
          section 72(o)(5)(B); or

     (3)  Contributions or deferrals to an annuity described in Code section
          403(b).

(d)  The transfer to this Plan of amounts described in paragraph (b) shall only
     be accepted if the Participant presents to the Committee the IRS Form 1099
     or equivalent, the original distribution check or a copy thereof, or such
     other evidence as the Committee may require to verify the nature of the
     amount and ensure that its receipt will not adversely affect the qualified
     status of this Plan.

(e)  Amounts must be received by the Committee not later than 60 days after a
     distribution was received by the Participant.

(f)  A distribution or other amount received under Plan section 6.3 may include
     a direct rollover of an eligible rollover distribution. The Committee may
     establish additional




                                       30
<PAGE>

     procedures, consistent with the provisions of the Code, regulatory guidance
     and Plan section 6.3, concerning the acceptance of direct rollovers or
     other eligible rollover distributions into this Plan.

Upon approval by the Committee, rollover amounts shall be transmitted to the
Trust Fund, to be invested in such Investment Funds as the Participant may
select in accordance with Article 9 and such rules and procedures as the
Committee may establish for this purpose.

                                       31

<PAGE>

Article 7. Maximum Contributions and Benefit Limitations

7.1 Limitation on Annual Addition
Notwithstanding anything to the contrary contained in this Plan, and except to
the extent permitted under Code section 414(v) and Plan section 4.9, if
applicable, the total Annual Additions under this Plan and any other defined
contribution plan, as defined in Code section 414(i), maintained by the Employer
or any other Affiliate, to a Participant's Account for any Plan Year, which
shall be the limitation year for purposes of Code section 415, shall not exceed
the lesser of:

(a)  $40,000, as adjusted for increases in the cost-of-living under Code section
     415(d); or

(b)  One hundred percent (100%) of the Participant's taxable Compensation for
     the limitation year.

7.2 "Annual Addition" Defined

The term "Annual Addition" means, with respect to each Participant for the Plan
Year, the aggregate of:

(a)  The amount of Company or Affiliate contributions (including Pretax
     Deferrals) and forfeitures (except as otherwise specified in Code section
     415(c)(6) for an employee stock ownership plan that satisfies certain
     nondiscrimination requirements) allocated to the Participant's Account
     under this Plan and any other defined contribution plan, as defined in Code
     section 414(i), maintained by the Company or an Affiliate for the Plan
     Year;

(b)  The amount of a Participant's after-tax contributions for such Plan Year
     under any defined contribution plan, as defined in Code section 414(i),
     maintained by the Company or an Affiliate for the Plan Year;

(c)  For purposes of Plan section 7.1(a), the amount of contributions allocated
     to an individual medical account, as defined in Code section 415(l)(2),
     that is part of a pension or annuity plan; and

(d)  For purposes of Plan section 7.1(a), the amount of contributions
     attributable to post-retirement medical benefits that are allocated to the
     separate account of a key employee, as defined in Code section 419A(d)(3),
     under a welfare benefit fund, as defined in Code section 419(e).

7.3 Excess Annual Additions
If, as a result of the allocation of forfeitures or a reasonable error in
estimating a Participant's Compensation for the Plan Year (or any other
circumstance permitted under Code section 415 and applicable Treasury
regulations), the Annual Additions for a Participant is exceeded, such excess
amount shall be reduced in accordance with the provisions of this Plan


                                       32
<PAGE>

section 7.3. The Participant's excess Annual Additions shall first be reduced
under any other qualified defined contribution plan maintained by the Company or
an Affiliate, in accordance with the terms of such other plan. If, after
reductions have been made under such other plans, additional reductions are
required from this Plan, Pretax Deferrals made on behalf of the Participant for
the Plan Year (as well as income and investment gains and losses attributable
thereto) shall be refunded to the Participant. If further reductions are
required, Matching Contributions (as well as income and investment gains and
losses attributable thereto) for the Plan Year shall be reduced and held in a
suspense account to the extent necessary to eliminate the excess Annual
Additions. If even further reductions are required, Profit Sharing Contributions
(as well as income and investment gains and losses attributable thereto), if
any, for the Plan Year shall be reduced and held in a suspense account to the
extent necessary to eliminate the excess Annual Additions.

The excess amounts held in the suspense account shall be used to reduce Employer
contributions (including, for this purpose, Pretax Deferrals, Matching
Contributions and Profit Sharing Contributions) for that Participant for the
next Plan Year (and succeeding Plan Years, if necessary), provided that the
Participant is covered by the Plan during the Plan Year. If the Participant is
not covered by the Plan when excess amounts remain unallocated, the excess
amount shall be held in the suspense account and allocated and reallocated in
the next Plan Year to all remaining Participants before any Employer
contributions (again including, for this purpose, Pretax Deferrals, Matching
Contributions and Profit Sharing Contributions) for all remaining Participants
can be made to the Plan for that Plan Year.

                                       33
<PAGE>


Article 8. Vesting and Benefits

8.1 Vesting
Participants' interest in Pretax Deferral Accounts, Matching Accounts, Profit
Sharing Accounts, Rollover Accounts, and ESOP Accounts shall be fully vested at
all times.

8.2 Account Balance at Distribution
For purposes of determining an Account balance at any distribution event, the
Account shall be valued as of the Valuation Date immediately preceding the
distribution date. Generally, distributions from other than the ESOP Account
shall be made in cash. However, at the election of the Participant or
Beneficiary, distribution of the Account (other than an in-service distribution
under Plan sections 8.6, 8.7, or 8.8) may be made in whole shares of Company
Stock and cash for fractional shares to the extent that the Account is invested
in the Company Stock Fund as of the distribution date.

Except as otherwise elected by the Participant or Beneficiary, the distribution
of a Participant's vested interest in his or her ESOP Account shall be in the
form of whole shares of The First American Corporation Stock plus cash for any
fractional share. At the election of the Participant (or, in the event of death,
the Beneficiary) the Committee shall direct the Trustee to distribute all or any
portion of the balance of the ESOP Account in cash instead of The First American
Corporation Stock.

A "distribution event" shall include, but not be limited to, distributions upon
Separation from Service or death, in-service withdrawals on account of a
financial hardship or on or after attaining age 59-1/2, minimum distributions
required by Code section 401(a)(9) and related regulations, allocations of the
Account or distributions of all or a portion of the Account to an alternate
payee pursuant to a qualified domestic relations order, and any other payment
from the Account provided for under the terms of this Plan as amended from time
to time. The "distribution date" shall be the day that assets allocable to the
Account are segregated from the Trust Fund by means of a check issuance, wire
transfer or otherwise, such that those assets are no longer included in the
valuation of the Trust Fund.

8.3 Benefits Upon Separation From Service
Subject to the provisions of Plan sections 8.3 and 8.5, and, if applicable,
Appendix A, every Participant who incurs a Separation from Service for any
reason other than death shall have the value of the Participant's Account
balance distributed to him or her as soon as practicable in single sum payment.
ESOP Accounts shall be subject to the additional distribution rules and optional
payment forms described in Appendix A.

In the event the Participant's vested Account balance exceeds $5,000, a
distribution shall not be made to the Participant before the Participant attains
age 65 without the Participant's consent, following receipt of the notice
required by Treasury regulation section 1.411(a)-11(c) at least 30 days and no
more than 90 days prior to the anticipated

                                       34
<PAGE>

distribution date. Notwithstanding the foregoing, if the Participant, after
having received this notice, affirmatively elects a distribution commencing less
than 30 days after the notice was provided, the notice requirement will still be
deemed met, provided the notice clearly indicates to the Participant that the
Participant has a right to at least 30 days to consider whether to consent to
the distribution.

8.4 Death Benefits
Upon the death of a Participant who has not received a complete Account
distribution, the Plan shall pay the Participant's entire Account balance to the
Beneficiary in a single sum payment. Notwithstanding the foregoing, ESOP
Accounts shall be subject to the additional distribution rules and optional
payment forms described in Appendix A. The payment to the Beneficiary shall be
made as soon as practicable.

8.5 Minimum Distribution Requirements
(a)  General Rules. This Plan section 8.5 provides for the latest time that the
     Participant's vested Account may be distributed and it takes precedence
     over any inconsistent Plan provision. All distributions required under Plan
     section 8.5 shall be determined and made in accordance with Code section
     401(a)(9) and the Treasury regulations thereunder, including the minimum
     distribution incidental death benefit requirements.

     TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
     this section 8.5, distributions may be made under a designation made before
     January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and
     Fiscal Responsibility Act (TEFRA) and the provisions of the plan that
     relate to section 242(b)(2) of TEFRA.

(b)  Timing and Manner of Distribution.

     (1)  Required Beginning Date. The Participant's Account will be
          distributed, or begin to be distributed, to the Participant no later
          than the Participant's required beginning date. The "required
          beginning date" means the following:

          (A)  April 1 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 has a Separation
                    from Service.

          (B)  For a 5-percent owner, the required beginning date means April 1
               of the calendar year following the calendar year in which the
               Participant attains age 70 1/2. For purposes of this section and
               Code section 401(a)(9), a 5-percent owner is an Employee who is a
               5-percent owner (as defined in


                                       35
<PAGE>

               Code section 416) with respect to the Plan Year ending in the
               calendar year in which the employee attains age 70 1/2.

               Where the Participant is still employed on the required beginning
               date, benefit payments shall commence in the normal form
               described in this Article 8.

     (2)  Death of Participant Before Distributions Begin. If the Participant
          dies before distributions begin, the Participant's Account will be
          distributed, or begin to be distributed, no later than as follows:

          (A)  If the Participant's surviving spouse is the Participant's sole
               designated Beneficiary, then, distributions to the surviving
               spouse will begin by December 31 of the calendar year immediately
               following the calendar year in which the Participant died, or by
               December 31 of the calendar year in which the Participant would
               have attained age 70 1/2, if later.

          (B)  If the Participant's spouse is not the Participant's sole
               designated Beneficiary or if there is no designated Beneficiary
               as of September 30 of the year following the year of the
               Participant's death, the Participant's Account will be
               distributed by December 31 of the calendar year containing the
               fifth anniversary of the Participant's death.

          (C)  If the Participant's surviving spouse is the Participant's sole
               designated Beneficiary and the surviving spouse dies after the
               Participant but before distributions to the surviving spouse
               begin, this section 8.5(b)(2), other than section 8.5(b)(2)(A),
               will apply as if the surviving spouse were the Participant.

          For purposes of this section 8.5(b)(2) and section 8.5(c), unless
          section 8.5(b)(2)(C) applies, distributions are considered to begin on
          the Participant's required beginning date. If section 8.5(b)(2)(C)
          applies, distributions are considered to begin on the date
          distributions are required to begin to the surviving spouse under
          section 8.5(b)(2)(A).

          Application of the 5-Year Rule to Distributions to Designated
          Beneficiaries. If the Participant dies before distributions begin and
          there is a designated Beneficiary, distribution to the designated
          Beneficiary is not required to begin by the date specified in this
          section 8.5(b)(2), but the Participant's Account will be distributed
          to the designated Beneficiary by December 31 of the calendar year
          containing the fifth anniversary of the Participant's death. If the
          Participant's surviving spouse is the Participant's sole designated
          Beneficiary and the surviving spouse dies after the Participant but


                                       36
<PAGE>

          before distributions to either the Participant or the surviving spouse
          begin, this election will apply as if the surviving spouse were the
          Participant.

     (3)  Forms of Distribution. Unless the Participant's interest is
          distributed in the form of a single sum on or before the required
          beginning date, as of the first distribution calendar year
          distributions will be made in accordance with subsections (c) and (d)
          of this section.

(c)  Requirement Minimum Distributions During Participant's Lifetime

          (1)  Amount of Required Distribution Minimum For Each Distribution
               Calendar Year. During the Participant's lifetime, the minimum
               amount that will be distributed for each distribution calendar
               year is the lesser of:

               (A)  The quotient obtained by dividing the Participant's account
                    balance by the distributions period in the Uniform Lifetime
                    Table set forth in section 1.401(a)(9)-9 of the Treasury
                    regulations, using the Participant's age as of the
                    Participant's birthday in the distribution calendar year; or

               (B)  If the Participant's sole designated Beneficiary for the
                    distribution calendar year is the Participant's spouse, the
                    quotient obtained by dividing the Participant's account
                    balance by the number in the Joint and Last Survivor Table
                    set forth in section 1.401(a)(9)-9 of the Treasury
                    regulations, using the Participant's and spouse's attained
                    ages as of the Participant's and spouse's birthdays in the
                    distribution calendar year.

          (2)  Lifetime Required Minimum Distributions Continue Through Year of
               Participant's Death. Required minimum distributions will be
               determined under this section 8.5(c) beginning with the first
               distribution calendar year and up to and including the
               distribution calendar year that includes the Participant's date
               of death.

(d)  Required Minimum Distributions After Participant's Death

          (1)  Death On or After Date Distributions Begin

               (A)  Participant Survived by Designated Beneficiary. If the
                    Participant dies on or after the date distributions begin
                    and there is a designated Beneficiary, the minimum amount
                    that will be distributed for each distribution calendar year
                    after the year of the Participant's death is the quotient
                    obtained by dividing the Participant's Account balance by
                    the longer of the remaining life expectancy of the
                    Participant or


                                       37
<PAGE>

                    the remaining life expectancy of the Participant's
                    designated Beneficiary, determined as follows:

                    (i)       The Participant's remaining life expectancy is
                              calculated using the age of the Participant in the
                              year of death, reduced by one for each subsequent
                              year.

                    (ii)      If the Participant's surviving spouse is the
                              Participant's sole designated Beneficiary, the
                              remaining life expectancy of the surviving spouse
                              is calculated for each distribution calendar year
                              after the year of the Participant's death using
                              the surviving spouse's age as of the spouse's
                              birthday in that year. For distribution calendar
                              years after the year of the surviving spouse's
                              death, the remaining life expectancy of the
                              surviving spouse is calculated using the age of
                              the surviving spouse as of the spouse's birthday
                              in the calendar year of the spouse's death,
                              reduced by one for each subsequent calendar year.

                    (iii)     If the Participant's surviving spouse is not the
                              Participant's sole designated Beneficiary, the
                              designated Beneficiary's remaining life expectancy
                              is calculated using the age of the Beneficiary in
                              the year following the year of the Participant's
                              death, reduced by one for each subsequent year.

               (B)  No Designated Beneficiary. If the Participant dies on or
                    after the date distributions begin and there is no
                    designated Beneficiary as of September 30 of the year after
                    the year of the Participant's death, the minimum amount that
                    will be distributed for each distribution calendar year
                    after the year of the Participant's death is the quotient
                    obtained by dividing the Participant's Account balance by
                    the Participant's remaining life expectancy calculated using
                    the age of the Participant in the year of death, reduced by
                    one for each subsequent year.

          (2)  Death Before Date Distributions Begin

               (A)  Participant Survived by Designated Beneficiary. If the
                    Participant dies before the date distributions begin and
                    there is a designated Beneficiary, the minimum amount that
                    will be distributed for each distribution calendar year
                    after the year of the Participant's death, is the quotient
                    obtained by dividing the Participant's Account balance


                                       38
<PAGE>

                    by the remaining life expectancy of the Participant's
                    designated Beneficiary, determined as provided in section
                    8.5(d)(1).

               (B)  No Designated Beneficiary. If the Participant dies before
                    the date distributions begin and there is no designated
                    Beneficiary as of September 30 of the year following the
                    year of the Participant's death, distribution of the
                    Participant's Account will be completed by December 31 of
                    the calendar year containing the fifth anniversary of the
                    Participant's death.

               (C)  Death of Surviving Spouse Before Distributions to Surviving
                    Spouse Are Required to Begin. If the Participant dies before
                    the date distributions begin, the Participant's surviving
                    spouse is the Participant's sole designated Beneficiary, and
                    the surviving spouse dies before distributions are required
                    to begin to the surviving spouse under section 8.5(b)(2)(A),
                    this section 8.5(d)(2) will apply as if the surviving spouse
                    were the Participant.

(e) Definitions

          (1)  Designated Beneficiary. The individual who is designated as the
               beneficiary under section 2.1(c) of the Plan and is the
               designated Beneficiary under Code section 401(a)(9) and
               Regulation section 1.401(a)(9)-1, Q&A-4.

          (2)  Distribution Calendar Year. A calendar year for which a minimum
               distribution is required. For distributions beginning before the
               Participant's death, the first distribution calendar year is the
               calendar year immediately preceding the calendar year which
               contains the Participant's required beginning date. For
               distributions beginning after the Participant's death, the first
               distribution calendar year is the calendar year in which
               distributions are required to begin under section 8.5(b). The
               required minimum distribution for the Participant's first
               distribution calendar year will be made on or before the
               Participant's required beginning date. The required minimum
               distribution for other distribution calendar years, including the
               required minimum distribution for the distribution calendar year
               in which the Participant's required beginning date occurs, will
               be made on or before December 31 of that distribution calendar
               year.

          (3)  Life Expectancy. Life expectancy as computed by use of the Single
               Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

          (4)  Participant's Account Balance. The Account balance as of the last
               Valuation Date in the calendar year immediately preceding the
               distribution



                                       39
<PAGE>

               calendar year (valuation calendar year) increased by the amount
               of any contributions made and allocated or forfeitures allocated
               to the account balance as of dates in the valuation calendar year
               after the Valuation Date and decreased by distributions made in
               the valuation calendar year after the Valuation Date. The Account
               balance for the valuation calendar year includes any amounts
               rolled over or transferred to the Plan either in the valuation
               calendar year or in the distribution calendar year if distributed
               or transferred to the valuation calendar year.

8.6 Hardship Withdrawal

(a)  Upon application and demonstration to the satisfaction of the Committee
     that the Participant is confronted with a financial hardship, and subject
     to the requirements of Plan section 8.6, a Participant shall be permitted
     to make a cash withdrawal of up to 100 percent of his or her Account.
     Notwithstanding the foregoing, the following restrictions shall apply in
     determining the distributable amount available for hardship withdrawal:

     (1)  Earnings in the Participant's Pretax Deferral, Matching and Profit
          Sharing Account are not available for hardship withdrawal.

     (2)  Earnings in the Participant's Rollover Account, if any, are available
          for hardship withdrawal.

     (3)  Matching Contributions and Profit Sharing Contributions actually used
          as qualified matching or qualified nonelective contributions, as
          defined in the Treasury regulations under Code section 401(k), in the
          actual deferral percentage test set forth in Plan section 4.6 are not
          available for hardship withdrawal.

     (4)  The ESOP Fund portion of ESOP Accounts and earnings thereon are not
          available for hardship withdrawal. The Profit Sharing Fund portion of
          ESOP Accounts and earnings thereon are available for hardship
          withdrawal.

(b)  In compliance with applicable regulations under Code section 401(k), the
     Committee shall establish a hierarchy among the Accounts to determine the
     order in which funds are withdrawn from Accounts and Investment Funds when
     a less than total withdrawal occurs.

(c)  Application for withdrawals shall be made in such manner as the Committee
     prescribes and may be paid from the Trust Fund at any time effective
     following satisfaction of the requirements in Plan section 8.6.
     Distribution of withdrawals shall be made in a single sum in cash as soon
     as is administratively practicable following such date.

                                       40
<PAGE>

(d)  For purposes of Plan section 8.6, a distribution is on account of
     "financial hardship" only if the Committee determines that the distribution
     is both (i) on account of an immediate and heavy financial need of a
     Participant and (ii) necessary to satisfy such a need.

     (1)  A distribution shall be deemed to be made on account of an immediate
          and heavy financial need of the Participant if the distribution is on
          account of:

          (A)  Expenses for medical care, as described in Code section 213(d),
               previously incurred by the Participant, the Participant's spouse
               or any dependent of the Participant (as defined in Code section
               152), or necessary for those persons to obtain such medical care;

          (B)  Costs directly related to the purchase (excluding mortgage
               payments) of a principal residence for the Participant;

          (C)  Payment of tuition and related educational fees for the next 12
               months of post-secondary education for the Participant, the
               Participant's spouse, children, or dependents (as defined in Code
               section 152);

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

          (E)  Uninsured losses from natural disasters, including, but not
               limited to, earthquakes, floods, hurricanes, tornadoes and
               storms.

     (2)  A distribution shall be considered necessary to satisfy an immediate
          and heavy financial need of a Participant if all of the following
          requirements are satisfied:

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

          (B)  The Participant has obtained all in-service withdrawals and
               distributions, other than hardship distributions, and all
               non-taxable loans currently available under all plans maintained
               by the Company and Affiliates;

          (C)  The Participant's Pretax Deferrals, and similar contributions and
               after-tax contributions elected by the Participant under all
               other qualified plans maintained by the Company or an Affiliate,
               shall be suspended for six months after receipt of the hardship
               distributions; and


                                       41
<PAGE>


          (D)  The Participant's Pretax Deferrals for the calendar year
               immediately following the year of the hardship withdrawal shall
               not exceed the amount prescribed under Code section 402(g)(5) for
               that Plan Year, less the amount of the Participant's Pretax
               Deferrals for the year of the hardship withdrawal.

     The Committee may, without further investigation, accept the written
     statement of the Participant as to the amount necessary to meet the
     immediate and heavy financial need of the Participant and as to the lack of
     other funds available to meet this need unless the Committee has reason to
     believe that the statement is in error.

(e)  Amounts that are withdrawn pursuant to Plan section 8.6 may not be
     subsequently repaid to the Plan.

8.7 Withdrawal After Attaining Age 59-1/2
A Participant who has attained age 59-1/2 may make in-service withdrawals from
the all of a Participant's Account, excluding amounts held in the ESOP Fund
portion of ESOP Accounts. Application for a withdrawal under Plan section 8.7
shall be made in such manner as the Committee may prescribe. Distribution of the
withdrawal shall be paid in a single sum in cash as soon as administratively
practicable following the date that the Committee receives the properly
completed application. A Participant may not make more than one withdrawal under
Plan section 8.7 in any twelve-month period. Amounts that are withdrawn pursuant
to Plan section 8.7 may not be subsequently repaid to the Plan.

8.8 Withdrawals From Rollover Accounts
A Participant will be permitted to make an in-service withdrawal from the
Participant's Rollover Account by filing a request for an in-service withdrawal
in the manner prescribed by the Committee. The Committee shall establish rules
and procedures for such in-service withdrawals of Rollover Accounts, including
uniformly applicable rules regarding the frequency and amounts of such
withdrawals.

8.9 Mandatory Tax Withholding and Direct Rollover
(a)  General Rules. Notwithstanding any Plan provision to the contrary, all
     withdrawals and other distributions under this Plan are subject to
     applicable tax withholding requirements of Code section 3405 and related
     Treasury regulations. In addition, all Plan distributions shall comply with
     the requirements of Plan section 8.9, Code section 401(a)(31), related
     Treasury regulations and other rulings or guidance of general
     applicability. Under Plan section 8.9, a distributee entitled to a current
     distribution (including an in-service or hardship withdrawal) from the Plan
     may elect, at the time and in the manner prescribed by the Committee, to
     have any portion of an eligible rollover distribution paid directly to an
     eligible retirement plan. In prescribing the manner of making elections
     with respect to eligible rollover distributions, the Committee may provide
     for a uniform, nondiscriminatory


                                       42
<PAGE>

     application of any restrictions permitted under applicable sections of the
     Code, related Treasury regulations and other rulings or guidance of general
     applicability, including a requirement that a distributee may not elect a
     partial direct rollover in an amount less than $500 and a requirement that
     a distributee may not elect to make a direct rollover from a single
     eligible rollover distribution to more than one eligible retirement plan.
     Moreover, because the Plan does not permit distributions to which Code
     sections 401(a)(11) and 417 do not apply, the distribution may commence
     less than 30 days after the notice required under Treasury regulations
     section 1.411(a)-11(c) is given, provided that:

     (1)  The Committee or its authorized delegate clearly notifies the
          Participant that the Participant has a right to a period of at least
          30 days after receiving the notice within which to decide whether or
          not to elect a distribution; and

     (2)  The Participant, after receiving the notice, affirmatively elects a
          distribution.

(b)  Special Definitions. For purposes of this section, the following
     definitions apply:

     (1)  A "direct rollover" is an eligible rollover distribution that is paid
          directly to an eligible retirement plan at the direction and for the
          benefit of the distributee.

     (2)  A "distributee" includes a Participant, a Participant's surviving
          spouse or a Participant's spouse who is the alternate payee.

     (3)  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.
          Effective for distributions made after December 31, 2001, an "eligible
          retirement plan" shall also include an annuity contract described in
          section 403(b) of the Code and an eligible plan under section 457(b)
          of the Code which is maintained by a state, political subdivision of a
          state, or any agency or instrumentality of a state or political
          subdivision of a state and which agrees to separately account for
          amounts transferred into such plan from this plan.

     (4)  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:

          (A)  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 and the
               distributee's designated Beneficiary, or for a specified period
               of ten years or more;

                                       43
<PAGE>


          (B)  Any distribution to the extent the distribution is required under
               Code section 401(a)(9) and related regulations;

          (C)  Any loan that is treated as a deemed distribution pursuant to
               Code section 72(p);

          (D)  Any hardship distribution described in Code section
               401(k)(2)(B)(I)(IV); and

          (E)  Any amount that is paid as a hardship withdrawal, pursuant to
               section 8.6, regardless of the account from which the hardship
               withdrawal is paid.

(c)  Consistent Construction. Determinations of what constitutes an eligible
     rollover distribution shall at all times be made in accordance with the
     current rules under Code section 402(c), which shall be controlling for
     this purpose.

8.10 Loans to Participants
(a)  A Participant may obtain a loan, under the terms of Plan section 8.10, from
     all of his or her Account balances, excluding amounts held in the ESOP Fund
     portion of the ESOP Account. A Participant shall apply for a loan in such
     manner as the Committee shall prescribe.

(b)  The minimum amount that a Participant may borrow is $1,000. The maximum
     amount that a Participant may borrow is the lesser of:

     (1)  50 percent of the value of the Participant's Account balance, as of
          the most recent Valuation Date for which the Committee has received a
          valuation report (as adjusted for any amounts subsequently withdrawn
          or distributed from or contributed to such Account); or

     (2)  $50,000, reduced by the sum of (A) and (B) where:

          (A)  Is the outstanding balance of all loans from the Plan (and any
               controlled group qualified plan) on the date the loan is made;
               and

          (B)  Is the excess (if any) of (i) over (ii), where:

               (i)  is the highest outstanding balance of all loans from the
                    Plan (and any controlled group qualified Plan), during the
                    one-year period ending on the day before the date the loan
                    is made;

               (ii) is the amount described in Plan section 8.10(b)(2)(A).

(c)  At any time, a Participant may have only one outstanding loan from this
     Plan, either:

                                       44
<PAGE>


     (1)  One general purpose loan (that is, a loan the maximum term of which is
          prescribed in Plan section 8.10(d)(1); or

     (2)  One home loan (that is, a loan the maximum term of which is prescribed
          in Plan section 8.10(d)(2).

(d)  The Participant shall select the term of the loan pursuant to options
     prescribed by the Committee, subject to the maximum term limits in Plan
     section 8.10(d).

     (1)  Unless the limit in Plan section 8.10(d)(2) applies, the maximum term
          of the loan shall be five years.

     (2)  If the loan proceeds will be used within a reasonable time to acquire
          a dwelling unit that will be the principal residence of the
          Participant, then the maximum term of the loan shall be ten years.

(e)  A definite repayment schedule shall be established for each loan that shall
     require level and periodic payments of both principal and interest. The
     repayment schedule shall not require that the periodic loan repayment
     exceed the Participant's regular payroll check, net of other deductions.
     The Committee shall determine in its discretion the period for loan
     repayments, provided, however, that repayment shall be made at least
     monthly. A Participant may fully prepay a loan at any time without penalty,
     but partial prepayments are not permitted.

(f)  Each loan shall bear a rate of interest that is reasonable at the time the
     loan is made, as determined by the Committee. The Committee shall establish
     a procedure for determining the rate of interest of each loan. A rate of
     interest shall be reasonable if it provides a rate of return commensurate
     with the interest rates charged by persons in the business of lending money
     for loans that would be made under similar circumstances. If a loan is
     renegotiated, renewed, or revised in any way, then the Committee may
     determine a new rate of interest that is reasonable at that time.

(g)  To the extent required by The Servicemembers Civil Relief Act ("SCRA")
     (formerly, the Soldiers' and Sailors' Civil Relief Act, as amended), if the
     loan from this Plan was received before a period of military service as
     defined by the SCRA, then during any period of military service, the rate
     of interest charged shall not exceed a rate of six percent per year. The
     Committee shall establish procedures consistent with the SCRA.

(h)  Except as provided below, no loan shall be made to a Participant unless the
     Participant agrees that all loan repayments shall be deducted from any
     compensation paid to the Participant by his or her Employer (or any
     controlled group member).

     (1)  If, at the time the loan is made or at any later time, the
          Participant's Employer determines that compensation will not be paid
          regularly to the Participant in an


                                       45
<PAGE>

          amount sufficient to permit loan repayments to be deducted from this
          compensation, then the Committee may require that the Participant make
          all loan repayments by sending a personal check to the location
          specified by the Committee or by such other means as the committee may
          specify. If, after establishing such a method of loan repayment, the
          Participant's Employer (or any controlled group member) determines
          that compensation will be paid regularly to the Participant in an
          amount sufficient to permit loan repayments to be deducted from this
          compensation, then the Committee may require that all future loan
          repayments be deducted from such compensation.

     (2)  If a Participant goes on a paid leave of absence, and before the leave
          loan repayments were deducted from compensation paid by the
          Participant's Employer (or any controlled group member), then, unless
          the Committee requires another form of loan repayment, any loan
          payments due during the leave of absence shall continue to be deducted
          from any compensation paid to the Participant by the Employer (or any
          controlled group member).

     (3)  If a Participant goes on an unpaid leave of absence, then the
          Participant shall make any loan payments due during the leave of
          absence. The Participant shall make the loan payments to such location
          and in such manner as the Committee shall require.

     (4)  If the Committee has determined that loan repayments shall be made by
          deductions from compensation paid by the Participant's Employer (or
          any controlled group member), and the Participant takes any action
          attempting to prevent such deductions of Participant's loan repayments
          from any compensation paid by his or her Employer (or any controlled
          group member), then the entire outstanding balance of the loan
          (including any accrued interest) shall become immediately due and
          payable.

     (5)  A Beneficiary shall make loan repayments by cashier's check to such
          location as the Committee shall require, or in any other manner as the
          Committee shall require.

(i)  Each loan shall be secured by the Participant providing a security interest
     in the Participant's entire Account balance.

(j)  The Participant shall request a loan in such manner as the Committee shall
     prescribe. The Committee shall send to each Participant who requests a loan
     a written loan agreement specifying the terms of the loan. By accepting the
     loan proceeds, the Participant shall agree to the terms specified in the
     loan agreement. (If the Participant refuses to agree to the terms of the
     loan agreement by accepting the loan proceeds, then the loan request shall
     be cancelled and the loan proceeds shall be reinvested in the Participant's
     Account in accordance with Participant's investment election.) By


                                       46
<PAGE>

     requesting a loan, a Participant shall be deemed to consent to the
     distribution, pursuant to Plan section 8.10(m)-(m), of the outstanding
     balance of his or her loan in a single payment (as opposed to some other
     form of payment) and at the time specified in Plan section 8.10(m)-(m),
     even if the remaining balance of the Participant's Accounts is not yet
     distributable without the Participant's consent on account of Plan section
     8.3 (relating to consent to distributions if the Participant's Account
     balance exceeds $5,000).

(k)  Upon a Participant's consent to the terms of a written loan agreement, the
     proceeds shall be withdrawn from a Participant's subaccounts in the order
     specified in the rules adopted by the Committee. Amounts shall be withdrawn
     from the Investment Funds in which the applicable subaccount is invested in
     the order specified in ruled adopted by the Committee. The Committee shall
     establish a recordkeeping Loan Account for the Participant, and the
     principal amount owed by the Participant, pursuant to the loan agreement,
     entered into by the Participant, shall be credited to the Participant's
     Loan Account. The principal and interest portion of each loan repayment
     shall be credited to all subaccounts from which the loan proceeds were
     withdrawn, allocating such principal and interest in proportion to the
     amount withdrawn for the loan proceeds from each subaccount.

(l)  The Committee may charge to the Participant's Account any reasonable
     expenses incurred in connection with the loan to the Participant,
     including, but not limited to, a one-time loan fee upon the establishment
     of the loan.

(m)  If a Participant who has not had a Separation from Service fails to make
     any loan repayments at the time and in the full amount required under the
     promissory note, the Participant is in default as of the last day of the
     calendar quarter following the calendar quarter in which the first missed
     loan payment occurred.

     (1)  When the Committee declares that the loan is in default, then the
          entire outstanding principal and any accrued interest under the loan
          shall become immediately due and payable. The Participant shall make a
          cash payment of the entire outstanding principal and any accrued
          interest by the deadline established by the Committee.

     (2)  If the Participation fails to make this lump-sum cash payment by the
          deadline established by the Committee, then the Committee shall report
          a "deemed distribution," with respect to the Participant, in the
          manner that the Committee determines to be appropriate pursuant to
          Code section 72(p).

(n)  If a Former Participant (that is, a Participant who has had a Separation
     from Service) fails to make any loan repayments at the time and in the full
     amount required under the promissory note and Committee loan procedures,
     then the Committee may declare that the Former Participant is in default.


                                       47
<PAGE>


     (1)  When the Committee declares that the loan is in default, then the
          entire outstanding principal and any accrued interest under the loan
          shall become immediately due and payable. The Former Participant shall
          immediately make a cash payment of the entire outstanding principal
          and any accrued interest.

     (2)  If the Former Participant does not fully repay the entire outstanding
          principal and any accrued interest by the deadline established by the
          Committee, then the Committee shall cause the remaining outstanding
          principal and any accrued interest to be distributed to the Former
          Participant. The distribution shall be made at this time even if the
          Former Participant's Account balance exceeds $5,000, and the Former
          Participant and his or her spouse have not consented to a distribution
          at that time and in that form. The distribution shall be made by
          deducting the remaining outstanding principal from the Participant's
          Loan Account and canceling the promissory note. No cash payment shall
          be made to the Former Participant. This distribution shall discharge
          any liability to the Former Participant under this Plan to the same
          extent as a payment in cash.

(o)  The Committee shall establish such rules and procedures as it deems
     necessary and appropriate with respect to loans pursuant to Plan section
     8.10.

(p)  Notwithstanding the provisions of Plan section 8.10, loan repayments may be
     suspended under the Plan during active military service to the extent
     permitted by Code section 414(u)(4).


                                       48
<PAGE>

Article 9. Investment Elections

9.1 Investment of New Contributions
Subject to the requirements of this Article and any limitations or restrictions
imposed by the Investment Funds, all contributions made by and on behalf of a
Participant each Plan Year shall be invested as the Participant shall designate
in Investment Funds, in one percentage point increments of the aggregate amount
of such contributions. If the Participant fails to make a valid election,
contributions made by and on behalf of the Participant shall be invested in a
money market fund. Each Participant may also elect to change the designation of
Investment Funds in which future contributions are invested, provided that the
election is made in the time and manner prescribed by the Committee or its
authorized delegate pursuant to Plan section 9.3.

9.2 Investment Transfers
Subject to the requirements of this Article and any limitations or restrictions
imposed by the Investment Funds, each Participant, including inactive and former
Participants, may elect to transfer any amounts invested in an Investment Fund
to one or more other Investment Funds, in one percentage point increments of the
Participant's Account, provided that the election is made in the time and manner
prescribed by the Committee or its authorized delegate pursuant to Plan section
9.3.

9.3 Investment Elections
Each Participant must make the election described in Plan section 9.1 by making
an election with the Committee or its authorized delegate before or at the same
time as Pretax Deferrals, Profit Sharing Contributions, Catch Up Contributions
or Rollover Contributions are first to be made to the Participant's Account.
Thereafter, the elections described in Plan sections 9.1 and 9.2 may be changed
together or separately by making an election in the manner prescribed by the
Committee. The Committee shall prescribe such procedures, including deadlines
for making elections under Article 9 and the timing for when investment
elections take effect to implement such investment election procedures.

The election may be made using any system of telephonic or other verbal or
electronic communication (including computer data diskette) that has been
authorized and approved by the Committee for making certain elections under the
Plan. Elections shall remain in effect until a new election is received by the
Committee or its authorized delegate.

Subject to such rules as the Committee may prescribe, alternate payees for whom
a separate Account has been established pursuant to the terms of a valid
qualified domestic relations order, and Beneficiaries, shall have the same
investment election rights as do Participants under this Plan.


                                       49
<PAGE>

9.4 Transfer of Assets
The Committee shall direct the Trustee to transfer assets, as soon as is
practical after the end of each valuation period, between and among the
appropriate Investment Funds as may be necessary to carry out the aggregate
transfer elections. The Committee shall cause the necessary entries to be made
in Participants' Accounts to reflect Investment Fund allocations and to
reconcile offsetting transfer elections, in accordance with uniform rules
established by the Committee.

9.5 Company Stock Fund Rights
For purposes of this Plan section 9.5, references to Participants include
alternate payees for whom a separate Account has been established pursuant to
the terms of a valid qualified domestic relations order, and Beneficiaries.
References to the Trustee shall include any independent fiduciary appointed by
the Committee pursuant to Department of Labor regulation section 2550.404c-1 to
safeguard the confidentiality of Participants' exercise of rights under Plan
section 9.5, where the Committee has determined that potential for undue
Employer influence exists.

(a)  Voting Rights. Before each annual or special meeting of the shareholders of
     the Company, and at such other times when shareholder action is required,
     the Trustee shall send to each Participant having an investment in Company
     Stock the proxy or consent solicitation materials that are sent to the
     Company's shareholders of record. Each such Participant shall have the
     right to instruct the Trustee confidentially as to the method of voting the
     shares of Company Stock allocated to the Participant's Account as of the
     record date for determining the shares that are entitled to vote at the
     meeting of shareholders or that are entitled to give or withhold consent to
     corporate action. Full and fractional shares of Company Stock allocated to
     the Participant's Account shall be voted by the Trustee in accordance with
     the instructions received from the Participant. The Committee shall
     instruct the Trustee as to the method, in the Committee's discretion, of
     voting shares of Company Stock for which timely voting instructions are not
     received from Participants. The Trustee shall vote such shares of Company
     Stock in accordance with such instructions received by the Trustee from the
     Committee. The Trustee shall not vote shares of Company Stock for which it
     does not receive voting instructions from Participants or the Committee.
     The Company shall ensure that the requisite voting forms, together with all
     information distributed to shareholders in general regarding the exercise
     of voting rights, are furnished to the Trustee and by the Trustee to such
     Participants within a reasonable time before such voting rights are to be
     exercised with respect to Company Stock held in the Trust Fund.

(b)  Tender Offers. In the event that a tender offer is made generally to
     shareholders of the Company to purchase Company Stock, the following
     procedures shall apply and the following actions shall be taken:

                                       50
<PAGE>


     (1)  The Trustee or its authorized delegate shall, in a timely manner, give
          to each Participant having, at that time, an investment in Company
          Stock notice of the terms and conditions of such offer.

     (2)  Each Participant shall instruct the Trustee, in accordance with
          procedures established by the Committee or Trustee and designed to
          protect the confidentiality of the Participants' exercise of tender
          offer rights under this subsection in accordance with Department of
          Labor regulation section 2550.404(c)-1, to accept or decline such
          offer with respect to all or any portion of the shares of Company
          Stock allocated to the Participant's Account.

     (3)  The response of the Trustee to a tender offer, as to whether the
          tender offer is accepted or rejected, shall be made in accordance with
          the instructions of the Participants given to the Trustee on forms
          provided for that purpose by the Trustee. The Trustee shall reject the
          tender offer with respect to shares for which the Trustee does not
          receive instructions from a Participant.

     (4)  In the event the Trustee is instructed to sell less than all of the
          shares of Company Stock allocated to a Participant's Account, or if
          the Trustee is instructed to sell all of such shares but less than all
          of such shares are purchased pursuant to the terms of the tender
          offer, the Trustee shall sell a proportionate number of shares from
          each Participant's Account. The proceeds of any sale pursuant to this
          subsection shall be allocated to the Accounts from which the shares
          were sold. If any tender offer is accepted (in whole or in part)
          pursuant to this subsection, the Trustee shall have the power to
          transfer Company Stock in order to effect such acceptance with no
          further direction from the Participant or the Committee.

     (5)  For purposes of this subsection, "tender offer" means any offer to
          acquire Company Stock that is subject to either Section 13(e) or 14(d)
          of the Securities Exchange Act of 1934 and that under applicable rules
          and regulations is required to be the subject of a filing with the
          Securities and Exchange Commission on either Schedule 13E-4 or
          Schedule 14D-9.

(c)  Other Rights. Each Participant shall have the right to instruct the Trustee
     confidentially as to whether and how stock options, warrants or other
     similar rights relating to shares of Company Stock allocated to the
     Participant's Account should be exercised. The Committee or Trustee shall
     establish procedures to notify timely each such Participant regarding such
     rights and the terms and conditions for exercising such rights. If the
     Trustee fails to receive timely instructions from the Participant, such
     rights shall not be exercised.


                                       51
<PAGE>

9.6  Restrictions on Transfer of Stock
All transactions involving Company Stock, including distributions, purchases and
sales, shall be made only in compliance with applicable federal and state laws,
regulations and rules. All such transactions shall also be subject to all
restrictions and limitations imposed on all Company Stock by the Company's
articles of incorporation and bylaws as amended from time to time, as well as
any restrictions or limitations imposed by the New York Stock Exchange, Inc.,
with respect to Company Stock.


9.7  ERISA Rules Regarding Participant-Directed Investment
(a)  Intent to Meet ERISA Section 404(c). The Plan provisions pertaining to
     Participant-directed investments are intended to permit the Plan and
     Participant-directed transactions under it to comply with requirements in
     ERISA section 404(c) and related regulations, so that a Participant will
     not be deemed to be a fiduciary by reason of exercising control over assets
     in the Participant's Account, and no person who is otherwise a fiduciary
     shall be liable, either for any loss or by reason of any breach, that
     results from the exercise of such control. For purposes of carrying out
     this intent, any Plan reference to a Participant who exercises control over
     Account assets shall be deemed to include a Beneficiary or an alternate
     payee who exercises such control, and any reference to a specific
     Department of Labor regulation shall be deemed to include a reference to
     any other currently applicable rule or regulation pertaining to the same
     subject.

(b)  Fiduciary for Disclosures and Instructions. To comply with ERISA section
     404(c) and Department of Labor regulation section 2550.404(c)-1 thereunder,
     the Committee is designated as the Plan fiduciary responsible for giving
     Participants, Beneficiaries and alternate payees (together referred to as
     "eligible investors") all required information, receiving and carrying out
     investment directions from eligible investors and giving eligible investors
     written confirmation of instructions received from them. Accordingly, the
     Committee (or a person or persons designated by it to act on its behalf)
     shall provide information to eligible investors in accordance with
     subsection 1(b)(2)(B) of the above Department of Labor regulation, shall
     receive investment instructions provided by such eligible investors in
     accordance with this article of the Plan, and shall provide eligible
     investors with written confirmation of such instructions. The Committee and
     any person or persons it has designated to act on its behalf shall comply
     with all such investment instructions from eligible investors except in
     cases where the Committee is permitted to decline to implement such
     instructions in accordance with subsections 1(b)(2)(ii)(B) and 1(d)(2)(ii)
     of the above Department of Labor regulation.

(c)  Confidentiality Concerning Company Stock Transactions. The Committee shall
     establish procedures to safeguard the confidentiality of information
     relating to the purchase, sale and holding of, and the exercise of voting,
     tender and similar rights with respect to, Company Stock. If the Committee
     determines, in its discretion, that


                                       52
<PAGE>


     the potential for undue Employer influence exists over eligible investors'
     exercise of such rights, it shall appoint an "independent fiduciary" as
     described in Department of Labor regulation section 2550.404c-1(d)(4)(ix)
     to monitor compliance with such procedures.

9.8 Article Not Applicable to ESOP Fund.
Notwithstanding any provision of this Plan to the contrary, this Article 9 shall
not apply to the ESOP Funds of ESOP Accounts. Instead, the provisions of
Appendix A shall apply to such Stock Accounts. This Article is applicable to the
ESOP Profit Sharing Account and the Voluntary Contribution Account portions of
ESOP Accounts.


                                       53
<PAGE>

Article 10. Participant Accounts and Records

10.1 Accounts and Records
The accounts and records of the Plan shall be maintained at the direction of the
Committee and shall accurately disclose the value of the Account of each
Participant or Beneficiary in the Plan. Such accounts and records may be kept in
dollars or in units or both, as determined in accordance with generally accepted
principles of trust accounting approved by the Committee.

Each subaccount of a Participant's Account shall be assigned a share of each
Investment Fund in which the Participant's Account is invested in the proportion
that the balance of such subaccount bears to the aggregate balance of all
subaccounts composing the Participant's Account. The Committee shall cause
records to be maintained relative to a Participant's Account so that there may
be determined as of any Valuation Date the current value of the Participant's
Account in the Trust Fund.

10.2 Valuation Adjustments
As of each Valuation Date, the Trustee or other recordkeeper, in accordance with
the accounting principles approved by the Committee, shall credit the Accounts
of Participants and Beneficiaries with contributions made during the accounting
period, if any, and debit such Accounts with withdrawals and distributions for
such period, if any, and shall also adjust the net credit balances of such
Accounts in the respective Investment Funds of the Trust Fund, upward or
downward, pro rata (using reasonable assumptions about the availability of
current period contributions, withdrawals, and distributions for purposes of
sharing in current period earnings and investment gains or losses), so that such
net credit balances will equal the net worth of each Investment Fund of the
Trust Fund as of that Valuation Date.

The net worth of an Investment Fund shall be determined by the Trustee or
Investment Fund manager and reported to the recordkeeper under procedures
approved by the Committee. All determinations made by the Trustee or Investment
Fund manager with respect to fair market values and net worth shall be made in
accordance with generally accepted principles of trust accounting. The
accounting made under Plan section 10.2 in accordance with procedures approved
by the Committee shall be conclusive and binding upon all persons having an
interest under the Plan.

10.3 Company Stock Fund Accounting and Valuation
The Company Stock Fund shall consist of shares of Company Stock and such other
interim investment (awaiting investment in Company Stock) as the Trustee or
investment manager may deem advisable. Cash dividends and cash proceeds from any
other distribution received on Company Stock shall be invested in Company Stock.


                                       54
<PAGE>

Investment in Company Stock shall be made from time to time by the Trustee or
investment manager by purchases in the open market or from the Company, if the
Company has made available Treasury stock or newly-issued stock that is
authorized by the New York Stock Exchange, Inc., for listing on the N.Y.S.E.(the
"Exchange"). If the Company makes a contribution of Company Stock to the Plan,
the contributed shares shall be valued at the closing price of such stock as
reported on the consolidated tape for stocks listed on the Exchange on the date
of contribution or, if no sales of Company Stock were made on such day, on the
next preceding day on which Company Stock was traded on the Exchange. The
Company may, in its discretion, limit the daily volume of purchases or sales of
Company Stock to the extent that such action is deemed by it to be in the best
interests of the Participants and Beneficiaries or to comply with securities
laws or the requirements of the New York Stock Exchange, Inc.

The balance of each Account invested in the Company Stock Fund shall be
maintained in terms of both dollar values and whole and fractional shares. As of
each Valuation Date, all Company Stock acquired by the Company Stock Fund since
the last Valuation Date shall be allocated to Accounts pursuant to Plan section
10.2. The total value of an Account's interest in the Company Stock Fund as of
any Valuation Date shall equal the number of whole and fractional shares of
Company Stock allocated to the Account times the Plan's aggregate closing price
per share minus any commissions paid on the purchase of shares (determined in
the manner prescribed in the preceding paragraph) as of the Valuation Date, plus
the value of the Participant's allocable share of non-Company Stock assets held
in the Company Stock Fund as of the same Valuation Date.

In addition, the Committee shall maintain or cause to be maintained a record in
the name of each Participant (or alternate payee or Beneficiary) disclosing the
cost basis for tax purposes of the Company Stock allocated to the Account.
Whenever Company Stock is allocated to Accounts, each share of Company Stock
shall be assigned a cost equal to the average cost per share of all Company
Stock allocated on the same Valuation Date, and the cost basis record for each
Account shall be increased by such average cost times the number of shares of
Company Stock allocated to the Account. In addition, a similarly determined
downward adjustment in the cost basis record shall be made when Company Stock is
removed from a Participant's Account.


                                       55
<PAGE>


Article 11. Financing

11.1 Funding of the Plan
The Company shall maintain or cause to be maintained a Trust Fund to finance the
benefits under the Plan by entering into one or more Trust Agreements with one
or more Trustees who shall have such powers as are provided in the Trust
Agreement(s). Any Trust Agreement is designated as, and shall constitute, a part
of this Plan. All rights that may accrue to any person under this Plan shall be
subject to all the terms and provisions of such Trust Agreement.

The Company may modify any Trust Agreement from time to time to accomplish the
purposes of the Plan. If insurance or bank investment contracts are held under
the Trust Agreement, the Company may amend, terminate or replace such contracts
to accomplish the purposes of the Plan. The Company may replace any Trustee and
appoint a successor Trustee for any reason.

By entering into such Trust Agreements or insurance or bank investment
contracts, the Company shall vest in the Trustee, or in one or more investment
managers, as defined in ERISA section 3(38), appointed under the terms of the
Trust Agreement from time to time, responsibility for the management and control
of the Trust Fund. In the event any such investment manager is appointed, the
Trustee shall not be liable for the acts or omissions of the investment manager
or have any responsibility to invest or otherwise manage any portion of the
Trust Fund subject to the management and control of the investment manager.

If so empowered by the Company, the Committee may take any action on behalf of
the Company that the Company is authorized to take under Plan section 11.1.
Nothing in Plan section 11.1 shall reduce or eliminate the responsibility of
Participants for the results of investment elections that are within their
control, as provided in Article 9.

11.2 Company Contributions
The Company shall make or cause to be made by Employers such contributions to
the Trust Fund as are required by this Plan, subject to the right of the Company
to discontinue the Plan.

11.3 Non-Reversion
Anything in this Plan to the contrary notwithstanding, it shall be impossible at
any time for the contributions of the Company (or any Employer) or any part of
the Trust Fund to revert to the Company or an Affiliate or to be used for or
diverted to any purpose other than the exclusive benefit of Participants or
their Beneficiaries, except that:

(a)  In the event that the Internal Revenue Service determines that the Plan is
     not initially qualified under Code section 401(a) with respect to any
     Employer, then any contributions made by that Employer incident to that
     initial qualification shall be


                                       56
<PAGE>


     returned to the Employer within one year after the date the initial
     qualification is denied, but only if the application for qualification is
     made within the time prescribed by law for filing the Employer's return for
     the taxable year for which the Plan is adopted, or such later date as the
     Secretary of the Treasury may prescribe.

(b)  If all or a portion of any contribution is made by an Employer by a mistake
     of fact, such contribution or such portion (less any investment losses
     attributable thereto) and any increment thereon shall, upon written request
     to the Trustee, be returned to the Employer within one year after the date
     on which such contribution was made;

(c)  In the event that a deduction for any contributions made by the Employer is
     disallowed by the Internal Revenue Service in any Plan Year, then that
     portion of the Employer contribution (less any investment losses
     attributable thereto) that is not deductible shall be returned to the
     Employer within one year from the date of receipt of notice by the Internal
     Revenue Service of the disallowance of the deduction; and

(d)  Upon a complete termination of the Plan, any assets remaining in the Trust
     Fund after the satisfaction of all fixed liabilities under the Plan,
     including the payment of expenses incurred by the Plan, shall revert to the
     Company.

11.4 Custody of Assets
All cash, certificates for shares of Company Stock and other assets of the Plan
shall be held in the possession of the Trustee. Transferable securities,
including Company Stock, may be registered in the name of the Trustee or in the
name of its nominee and need not be evidenced by a certificate if the transfer
agent does not customarily issue such certificates. In the sole discretion of
the Trustee, investments in securities may be represented by a single
certificate.

11.5 Payment of Expenses
All expenses of establishing and maintaining the Plan and the Trust that are not
paid out of the Trust Fund, as directed by the Committee in accordance with the
requirements of ERISA, shall be paid by the Company (and by other Employers to
the extent required by the Company).

11.6 Absence of Guaranty
Each Participant (or alternate payee or Beneficiary) assumes all risk connected
with any decrease in the market value of any assets held under the Plan. Neither
the Company nor any Employer in any way guarantees the Trust Fund against loss
or depreciation, or the payment of any amount that may be or become due to any
person from the Trust Fund. The Trust Fund shall be the sole source of
distributions to be made under this Plan.


                                       57
<PAGE>


Article 12. Administration

12.1 Committee
The Board shall appoint a Committee of three or more members, who may but need
not be Employees. The members of the Committee shall serve without compensation
for their services, but shall receive reimbursement from the Trust Fund for
expenses properly incurred to the extent not paid by the Company or other
Employers. All members of the Committee shall serve at the pleasure of the Board
and may resign by giving ten-day advance written notice to the Board. Vacancies
shall be filled by the Board.

12.2 Activities, Duties and Responsibilities of the Committee

(a)  The Company is the "named fiduciary" and "plan administrator" in accordance
     with the provisions of ERISA and, except as otherwise provided herein,
     shall have the authority to control and manage the operation and
     administration of the Plan and to take such actions as are necessary or
     appropriate to facilitate the management and control of the Trust Fund. The
     Company may allocate to the Committee responsibility for the proper
     administration of the Plan.

(b)  The Committee may take any action with or without a meeting upon the vote
     of a majority of its members qualified to vote with respect to such action.
     In the event the Committee members qualified to vote on any question are
     unable to reach a decision of the majority, the question shall be
     determined by the Board or its authorized delegate. A member of the
     Committee who is a Participant shall not vote on any question relating
     specifically to himself or herself.

(c)  The Committee shall appoint from its members a Chairperson and a Secretary.
     The Chairperson and Secretary are each authorized to execute or deliver any
     instrument or instruments on behalf of the Committee. All resolutions,
     proceedings, acts and determinations of the Committee shall be recorded by
     the Secretary or the Secretary's agent, and all such records, with such
     documents and instruments as may be necessary for the administration of the
     Plan, shall be preserved in the custody of the Secretary or the Secretary's
     agent.

(d)  The Committee or any one of its members shall have such powers and duties
     as may be necessary or appropriate to discharge its functions, including,
     but not limited to, the discretionary authority to do the following:

     (1)  To construe and interpret the Plan and resolve all ambiguities
          thereunder, to receive certification by the Employer of any Employee's
          satisfaction of the eligibility requirements of the Plan, to decide
          all questions of eligibility and to determine the amount, manner and
          time of payment of any benefit;

     (2)  To make a determination as to the right of any person to a benefit;


                                       58
<PAGE>


     (3)  To provide for and receive forms necessary or appropriate for
          administration of the Plan and to obtain from Employees such
          information as may be necessary or appropriate for the proper
          administration of the Plan and, when appropriate, to furnish such
          information promptly to the Trustee or other persons entitled thereto;

     (4)  To prepare and distribute to Participants and Beneficiaries, in such
          manner as the Company determines to be appropriate, information
          explaining the Plan;

     (5)  To keep such records and accounts as the Committee deems necessary to
          administer the Plan, using such books and methods of accounting as the
          Committee shall determine;

     (6)  To instruct the Trustee with respect to the payment of benefits and
          expenses;


     (7)  To prepare and file any reports or other documents required by the
          Code or ERISA;

     (8)  To engage an independent public accountant to conduct such
          examinations and to render such opinions as may be required by ERISA;

     (9)  To allocate contributions and Trust Fund gains or losses to the
          Accounts of Participants;

     (10) To appoint one or more investment managers in accordance with the
          terms of the Trust Agreement;

     (11) To provide for any required bonding of fiduciaries and other persons
          who may from time to time handle Plan assets;

     (12) To instruct the Trustee with respect to voting and transactions
          involving Company Stock in accordance with the terms of the Plan; and

     (13) To take all reasonable steps to correct any errors or omissions that
          may arise in the operation of the Plan.

(e)  The Committee may utilize and rely on the services of agents and such
     clerical, legal, accounting and other means of assistance (including
     services of persons employed by or rendering services to the Employers) as
     it shall from time to time deem necessary or desirable. An opinion of legal
     counsel, independent public accountant or other expert or advisor, shall be
     full and complete authorization and protection with respect to any action
     taken, omitted or suffered by the Committee in good faith and in accordance
     with such opinion. Payment for such services or assistance may be made from
     the Trust Fund or by the Company.



                                       59
<PAGE>


(f)  The Committee may from time to time establish rules and procedures for
     administration of the Plan not inconsistent with its provisions, and
     administer the Plan in accordance with its provisions and such rules and
     procedures. The Committee shall have the exclusive right to interpret the
     terms and provisions of the Plan and to resolve all questions arising
     thereunder, including without limitation the right to resolve and remedy
     ambiguities, inconsistencies or omissions in such Plan. The Committee shall
     endeavor to act in such a way as not to discriminate in favor of any class
     of Employees, Participants or other persons. All interpretations,
     determinations and decisions of the Committee in respect of any matter or
     question arising under the Plan shall be final, conclusive, and binding
     upon all persons, including without limitation Employees, Participants and
     any and all other persons having or claiming to have any interest in or
     under the Plan.

(g)  The Plan shall be interpreted by the Committee in accordance with its terms
     and their intended meaning. If, due to errors in drafting, a provision does
     not accurately reflect its intended meaning, as demonstrated by consistent
     interpretations by the Committee or other evidence of intention, the
     provision shall be considered ambiguous and shall be interpreted by the
     Committee in a fashion consistent with its intent. The Committee, without
     the need for Board approval, shall amend the Plan retroactively to cure any
     such ambiguity. This subsection may not be invoked by a Participant,
     Beneficiary or any other person to require the Plan to be interpreted in a
     manner that is inconsistent with its interpretation by the Committee.

(h)  The Committee may authorize, approve, and undertake any and all actions
     that the Committee deems necessary and desirable to merge any other
     employee benefit plan with and into this Plan.

12.3 Committee's Decisions Conclusive
Benefits under this Plan shall be paid only if the Committee decides in its
discretion that the applicant is entitled to them. The Committee shall have the
exclusive right and discretionary authority to interpret the terms and
provisions of the Plan and to resolve all questions arising thereunder,
including, without limitation, the right to resolve and remedy ambiguities,
inconsistencies, or omissions in the Plan, provided, however, that the
construction necessary for the Plan to conform to the Code shall in all cases
control. The Committee shall endeavor to act in such a way as not to
discriminate in favor of any class of Employees, Participants, or other persons.
Any and all disputes with respect to the Plan that may arise involving
Participants, Beneficiaries, or alternate payees shall be referred to the
Committee, and its decisions shall be final, conclusive, and binding. All
findings of fact, interpretations, determinations, and decisions of the
Committee in respect of any matter or question arising under the Plan shall be
final, conclusive, and binding upon all persons, including, without limitation,
Employees, Participants, Beneficiaries, alternate payees, and any and all other
persons having, or claiming to have, any interest in or under the Plan and shall
be given the maximum possible deference allowed by law.


                                       60
<PAGE>


12.4 Allocation of Fiduciary Responsibility
The Committee may allocate its fiduciary responsibilities among its members and
may delegate to other persons or organizations any of its rights, powers,
responsibilities and duties to the fullest extent permitted by ERISA. Any such
allocation or delegation shall be made in writing and shall be terminable upon
such notice as the Committee deems reasonable under the circumstances.

12.5 Indemnity

(a)  The Employers shall indemnify and hold harmless each of the following
     persons ("Indemnified Persons") under the terms and conditions of section
     12.5(b):

     (1)  The Committee.

     (2)  Each member of the Committee.

     (3)  Each Employee or member of the board of directors of an Employer who
          has responsibility (whether by delegation from another person, an
          allocation of responsibilities under the terms of this Plan document,
          or otherwise) for a fiduciary duty, a nonfiduciary settlor function
          (such as deciding whether to approve a plan amendment), or a
          nonfiduciary administrative task relating to the Plan.

(b)  The Employers shall indemnify and hold harmless each Indemnified Person
     against any and all claims, losses, damages, and expenses, including
     reasonable attorneys fees and court costs, incurred by that person on
     account of his or her good faith actions or failures to act with respect to
     his or her responsibilities relating to the Plan. The Employers'
     indemnification shall include payment of any amounts due under a settlement
     of any lawsuit or investigation, but only if the Company agrees to the
     settlement.

     (1)  An Indemnified Person shall be indemnified under this section only if
          he or she notifies an Appropriate Person at the Company or another
          Employer of any claim asserted against or any investigation of the
          Indemnified Person that relates to the Indemnified Person's
          responsibilities with respect to the Plan.

          (A)  A person is an "Appropriate Person" to receive notice of the
               claim or investigation if a reasonable person would believe that
               the person notified would initiate action to protect the
               interests of the Employers in response to the Indemnified
               Person's notice.

          (B)  The notice may be provided orally or in writing. The notice must
               be provided to the Appropriate Person promptly after the
               Indemnified Person becomes aware of the claim or investigation.
               No indemnification shall be provided under this section to the
               extent that


                                       61
<PAGE>

               any Employer is materially prejudiced by the unreasonable delay
               of the Indemnified Person in notifying an Appropriate Person of
               the claim or investigation.

     (2)  An Indemnified Person shall be indemnified under this section with
          respect to attorneys fees, court costs or other litigation expenses or
          any settlement of such litigation only if the Indemnified Person
          agrees to permit the Company or another Employer to select counsel and
          to conduct the defense of the lawsuit and agrees not to take any
          action in the lawsuit that the Company or other Employer believes
          would be prejudicial to the interests of the Company or other
          Employer.

     (3)  No Indemnified Person, including an Indemnified Person who had a
          Separation from Service, shall be indemnified under this section
          unless he or she makes himself or herself reasonably available to
          assist the Employers with respect to the matters in issue and agrees
          to provide whatever documents, testimony, information, materials, or
          other forms of assistance that the Employers shall reasonably request.

     (4)  No Indemnified Person shall be indemnified under this section with
          respect to any action or failure to act that is judicially determined
          to constitute or be attributable to the gross negligence or willful
          misconduct of the Indemnified Person.

     (5)  Payments of any indemnity under this section shall be made only from
          the assets of the Employers and shall not be made directly or
          indirectly from assets of the Plan. The provisions of this section
          shall not preclude such further indemnities as may be available under
          insurance purchased by the Employers or as may be provided by an
          Employer under any by-law, agreement or otherwise, provided that no
          expense shall be indemnified under this section that is otherwise
          indemnified by an Employer or by an insurance contract purchased by an
          Employer.

12.6 Fidelity Bonds
Every person who handles funds or other property of the Plan shall be bonded in
amounts at least meeting the minimum requirements of ERISA section 412. Trust
Funds may be used to purchase such fidelity bonds.

12.7 Data
All persons entitled to benefits from the Plan must furnish to the Committee
such documents, evidence or information as the Committee considers necessary or
appropriate for the purpose of administering the Plan, including information
concerning marital status. It shall be an express condition of the Plan that
each such person must furnish such information and sign such documents as the
Committee may reasonably require before any benefits become


                                       62
<PAGE>

payable from the Plan. The Committee shall be entitled to pay benefits to a
nonspouse Beneficiary in reliance upon the signed statement of a Participant
that he or she is not married without any further liability to a spouse if such
statement is false.

12.8 Missing Persons
If the Committee shall be unable within two years after any amount becomes due
and payable from the Plan to a Participant, spouse or Beneficiary to make
payment because the identity or whereabouts of such person cannot be
ascertained, the Committee may mail a notice by registered mail to the last
known address of such person stating that unless such person makes written reply
to the Committee within 60 days from the mailing of such notice, the Committee
will direct that such amount shall be forfeited, that all further benefits with
respect to such person shall be discontinued, and that all liability for the
payment thereof shall terminate; provided, however, that in the event of the
subsequent reappearance of the Participant, spouse or beneficiary prior to
termination of the Plan, the benefits that were due and payable and which such
person missed shall be paid, without interest, in a single sum, and any future
benefits due such person shall be reinstated in full.

12.9 Claims and Appeals Procedures
(a)  Claims for benefits shall be made in writing to the Committee.

(b)  If a Participant, Beneficiary or alternate payee (each of which may be a
     "Claimant") believes he or she is entitled to a benefit, or a benefit
     different from the one received, then the Claimant may file a claim for the
     benefit by writing a letter to the Committee or its authorized delegate. If
     any claim for benefits under the Plan is wholly or partially denied, the
     Claimant shall be given notice in writing of such denial within 90 days
     after receipt of the claim or within an additional 90 days if special
     circumstances require an extension of time, and written notice of the
     extension shall be furnished to the Claimant. If special circumstances
     justify extending the claim period up to an additional 90 days, the
     Claimant shall be given written notice of this extension within the
     original 90-day period, and such notice shall set forth the special
     circumstances and the date a decision is expected.

(c)  A notice of the denial, written in a manner calculated to be understood by
     the Claimant, shall set forth the following information:

     (1)  The specific reason or reasons for the denial;

     (2)  Specific reference to pertinent Plan provisions on which denial is
          based;

     (3)  A description of any additional material or information necessary for
          the Claimant to perfect the claim and explanation of why such material
          or information is necessary;


                                       63
<PAGE>

     (4)  An explanation that a full and fair review by the Committee or its
          delegate of the decision denying the claim may be requested by the
          Claimant or the Claimant's authorized representative by filing with
          the Committee or its delegate, within 60 days after such notice has
          been received, a written request for such a review;

     (5)  The right of the Claimant or the Claimant's authorized representative
          to review, free of charge, pertinent documents, records, and other
          relevant information and to submit issues and comments in writing
          within the same 60-day period specified in paragraph (4) above; and

     (6)  A notice that following an adverse determination on review, the
          Claimant may bring an action for resolution of the claim under ERISA
          section 502(a).

(d)  If such a request for review is filed with the Committee or its delegate,
     the decision of the Committee or its delegate upon review shall be made
     promptly, and not later than 60 days after the Committee or its delegate's
     receipt of the request for review, unless special circumstances require an
     extension of time for processing, in which case the Claimant shall be so
     notified and a decision shall be rendered as soon as possible, but not
     later than one hundred and twenty days after receipt of the request for
     review. If the claim is denied, wholly or in part, the Claimant shall be
     given a copy of the decision promptly. The decision shall be in writing and
     shall include specific reasons for the denial, specific references to the
     pertinent Plan provisions on which the denial is based and a notice that
     the Claimant may review the documents, as described above, and may bring an
     action for resolution of the claim under ERISA section 502(a). The decision
     shall be written in a manner calculated to be understood by the Claimant.

(e)  All decisions made under the procedure set out in this section shall be
     final, and there shall be no further right of appeal. No person may
     initiate a lawsuit before fully exhausting the claims procedures set out in
     this section, including appeal. In order to provide for an expeditious
     resolution of any dispute concerning a claim for benefits that has been
     denied and to ensure that all evidence pertinent to such claim is
     available, no lawsuit may be brought contesting a denial of benefits more
     than 12 months after the final denial of that claim under the Plan. For
     this purpose, the final denial shall be determined in light of the steps
     taken by the individual to use the claims procedure available with respect
     to a particular claim.

12.10 Effect of a Mistake
In the event of a mistake or misstatement as to the eligibility, participation
or service of any Participant, or the amount of payments made or to be made to a
Participant, spouse or Beneficiary, the Committee shall, if possible, cause such
withholding, acceleration or other adjustment of payments to be made as will, in
the sole judgment of the Committee, result in


                                       64
<PAGE>

the Participant, spouse or Beneficiary receiving the proper amount of payments
under the Plan.


                                       65
<PAGE>


Article 13. Amendment and Termination

13.1 Authority to Amend or Terminate
The Plan may be amended, modified or terminated at any time by the Board. In
addition, the Committee may, in its discretion, amend the Plan, prospectively or
retroactively, if it finds that the amendment will not significantly increase or
decrease costs or benefits, or if the amendment is required by law. Amendments
that may be made by the Committee include those that the Committee deems
necessary or appropriate to permit the Plan and Trust Fund to meet the
requirements for qualification and tax exemption under the Code or to comply
with ERISA, as now in effect or hereafter amended or superseded, and the
regulations thereunder. No amendment shall cause any part of the Trust Fund to
be used for, or diverted to, purposes other than for the exclusive benefit of
Participants, and their spouses and Beneficiaries. Retroactive Plan amendments
may not decrease the Account balance of any Participant or eliminate any other
valuable rights of a Participant in contravention of Code section 411(d)(6), as
determined as of the time the amendment is adopted.

13.2 Discontinuance of Participation by an Employer
Each Employer expects the Plan to be permanent and to continue indefinitely, but
since future conditions affecting the Employers cannot be anticipated or
foreseen, an Employer may terminate its obligations under the Plan either fully
or in part, including its obligation to make future contributions under this
Plan, provided that the Board or the Committee gives its written consent.

13.3 Permanent Cessation of Contributions or Plan Termination
(a)  If the Board or the Committee determines in its sole discretion that the
     Plan has been terminated partially or completely, or that there has been a
     complete discontinuance of Employer contributions, within the meaning of
     the Treasury regulations under Code section 411, the Board or the Committee
     shall determine the date of such termination or discontinuance and the
     Participants affected by the termination. Accounts shall remain fully
     vested as provided under Plan section 8.1.

(b)  Upon the complete or partial termination of the Plan, or upon a complete
     discontinuance of Employer contributions to the Plan, the Account balances
     of all affected Participants shall thereafter be paid out as soon as
     practicable in accordance with the terms of the Plan (treating the Plan
     termination, partial termination, or discontinuance of contributions as a
     distribution event that, except as otherwise required by law, supersedes
     the need for a Separation from Service in order to initiate payment). A
     discontinuance of contributions by any Employer shall not, in the absence
     of formal action by the Board or the Committee, terminate the Plan or
     operate to accelerate any payments or distributions to or for the benefit
     of Participants. If a complete termination of the Plan occurs while there
     are any amounts remaining unallocated to Participants' Accounts, such
     amounts shall be


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<PAGE>

     allocated to Participants to the extent possible under Code section 415 for
     the Plan Year of the termination. Any amounts remaining unallocated, after
     all Plan liabilities have been satisfied, shall be

     withdrawn from the Plan by the Company or its successor in interest.

13.4 Plan Merger or Transfer
This Plan shall not merge or consolidate with, or transfer assets and
liabilities to, or accept a transfer from, any other employee benefit plan
unless each Participant in this Plan will (if the plan had then terminated)
immediately after the merger, consolidation or transfer, receive a benefit and
retain other rights that are protected by Code section 411(d)(6), that are not
less than the benefit and the rights to which the Participant would have been
entitled immediately before the merger, consolidation or transfer of assets (if
this Plan had then terminated).


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<PAGE>


Article 14. Top-Heavy Provisions

14.1 Application
The provisions of this Article shall be interpreted and administered in
accordance with the requirements of Code section 416 and related Treasury
regulations. If the Plan is ever a multiple employer plan, as described in Code
section 413(c), the top heavy requirements of Code section 416 and related
Treasury regulations apply to each controlled group Employer separately to the
extent that benefits under the Plan are provided to Employees with respect to
service for that controlled group Employer. For purposes of this Article, the
term "Employer" includes the business entity which sponsors the Plan and only
those Affiliates of such entity that must be aggregated and treated as a single
employer for purposes of Code section 414 and related Treasury regulations.

If, as of the Determination Date in any Plan Year, the sum of the Account
balances of Employees who are "Key Employees" of a controlled group Employer for
such Plan Year exceeds 60 percent of the sum of the Account balances of all
Employees of the controlled group Employer and their Beneficiaries, or the Plan
is part of a Top-Heavy Group, then the following provisions under this Article
shall apply for such Plan Year. The foregoing notwithstanding, the provisions of
this Article shall not apply to the Plan in any Plan Year during which it is
part of an Aggregation Group (as defined in Plan section (a) with respect to a
controlled group Employer, whether or not it is top-heavy as a single plan,
unless the Aggregation Group of which it is a part is top-heavy with respect to
the controlled group Employer in such Plan Year.

The "Determination Date", that is the date for determining the applicability of
this Article, is:

(a)  For the first Plan Year, the last day of the Plan Year; and

(b)  For any other Plan Year, the last day of the preceding Plan Year.

14.2 Key Employee

(a)  For purposes of this Article, the term "Key Employee" means any Employee or
     former Employee (including any deceased Employee) who at any time during
     the Plan Year that includes the determination date was:

     (1)  An officer of the controlled group Employer having section 415
          Compensation greater than $130,000 (as adjusted under Code section
          416(i)(1) for Plan Years beginning after December 31, 2002), provided
          that no more than the lesser of:

          (A)  50 Employees, or


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<PAGE>

          (B)  the greater of three Employees or 10 percent of the Employees of
               the controlled group Employer shall be treated as officers.

     (2)  A 5-percent owner of the controlled group Employer, or

     (3)  A 1-percent owner of the controlled group Employer having section 415
          Compensation of more than $150,000.

     The determination of who is a Key Employee will be made in accordance with
     Code section 416(i)(1) and the applicable regulations and other guidance of
     general applicability issued thereunder.

(b)  A five-percent owner is any Employee who owns (or is considered as owning
     within the meaning of Code section 318, as modified by Code section
     416(i)(1)(B)) more than five percent of the value of the outstanding stock
     of the Employer or stock possessing more than five percent of the total
     combined voting power of all stock of the Employer. Similarly, a
     one-percent owner is any Employee who owns (or is considered as owning
     within the meaning of Code section 318, as modified by Code section
     416(i)(1)(B)) more than one percent of the value of the outstanding stock
     of the Employer, or stock possessing more than one percent of the total
     combined voting power of all stock of the Employer. For purposes of
     determining five-percent and one-percent owners, the aggregation and other
     rules of subsections (b), (c) and (m) of Code section 414 do not apply.

A "non-Key Employee" means any Participant who is not a Key Employee, but who is
an Employee on the last day of the Plan Year.

14.3 Top-Heavy Group
For purposes of determining whether the Plan is a part of a Top-Heavy Group, the
following rules shall apply:

(a)  Aggregation Group. The Aggregation Group shall include any qualified plan
     that covers at least one Key Employee and any other qualified plan that
     enables the first plan described above covering a Key Employee to meet the
     requirements of Code section 401(a)(4) or 410.

(b)  Permissive Aggregation Group. The Permissive Aggregation Group shall
     include one or more qualified plans that are not required to be aggregated
     but which may be aggregated with a required aggregation group. The Plan may
     be permissively aggregated only if the resulting aggregation group
     satisfies the requirements of Code sections 401(a)(4) and 410.

(c)  Top-Heavy Group. An Aggregation Group is a Top-Heavy Group if, with respect
     to the controlled group Employer, the sum of the account balances of Key
     Employees under all defined contribution plans included in the group and
     the present value of the


                                       69
<PAGE>

     accumulated accrued benefits for Key Employees under all defined benefit
     plans in the group exceeds 60 percent of a similar sum determined for all
     Employees and their Beneficiaries under all such plans in the group. The
     present value of accrued benefits under defined benefit plans and the
     account balances under defined contribution plans shall be determined
     separately as of each plan's determination date. For purposes of
     determining whether an Aggregation Group is a Top-Heavy Group, the present
     value of accrued benefits under all defined benefit plans in the
     Aggregation Group shall be determined using a single set of actuarial
     assumptions, as defined in such defined benefit plans. The determination of
     whether the Aggregation Group is a Top-Heavy Group shall be made using each
     plan's results as of that plan's determination date that falls within the
     calendar year. In any Plan Year, in testing for top-heaviness under this
     Article, the controlled group Employer may, in its discretion, take into
     account accumulated accrued benefits and account balances in any other plan
     maintained by it, so long as such expanded Aggregation Group continues to
     meet the requirements of Code sections 401(a)(4) and 410.

14.4 Additional Rules
In determining the present value of the accrued benefits under a defined benefit
plan and the sum of the account balances under a defined contribution plan,
controlled group Employer contributions and voluntary Employee contributions as
of the determination date for the Plan Year shall be taken into account. The
present values of accrued benefits and the amounts of account balances of an
Employee as of the determination date shall be increased by the distributions
made with respect to the Employee under the Plan and any plan aggregated with
the Plan under Code section 416(g)(2) during the one-year period ending on the
determination date. The preceding sentence shall also apply to distributions
under a terminated plan which, had it not been terminated, would have been
aggregated with the Plan under Code section 416(g)(2)(A)(i). In the case of a
distribution made for a reason other than Separation from Service, death, or
Disability, this provision shall be applied by substituting "five-year period"
for "one-year period". The accrued benefits and accounts of any individual who
has not performed services for any member of the controlled group that includes
the individual's Employer during the one-year period ending on the determination
date shall not be taken into account. For the purpose of determining the sum of
the account balances under a defined contribution plan, the rules set forth in
Code sections 416(g)(3) and (4) will be taken into account. Matching
Contributions shall be taken into account for purposes of satisfying the minimum
contribution requirements of this section and Code section 416(c)(2). Matching
Contributions that are used to satisfy the minimum contribution requirements
shall be treated as Matching Contributions under Code section 401(m).

The present value of any Employee's accrued benefit under any defined benefit
plan as of any determination date shall be calculated:

(a)  As of the most recent Actuarial Valuation Date that is within a 12-month
     period ending on the Determination Date;


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<PAGE>


(b)  As if employment terminated as of such Actuarial Valuation Date; and

(c)  Without regard to the automatic preretirement survivor annuity benefit or
     any other nonproportional subsidy.

The term "Actuarial Valuation Date" shall mean the valuation date used for
computing plan costs for purposes of determining minimum funding requirements.

If an Employee who has not had a Separation from Service ceases to be a Key
Employee, such Employee's Account balance or accrued benefit shall be
disregarded under the top-heavy plan computation for any Plan Year following the
last Plan Year for which the individual was treated as a Key Employee. The
Account balance or accrued benefit of any Employee or former Employee who has
not performed any services for the controlled group Employer at any time during
the five-year period ending on the Determination Date, shall not be taken into
account to determine whether the Plan or Aggregation Group is top-heavy. The
accrued benefit of a Participant under any defined benefit plan shall be
determined under the method, if any, that uniformly applies for accrual purposes
under all defined benefit plans maintained by the Company and Affiliates or, if
there is no such method, as if the benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Code section
411(b)(1)(C).

14.5 Minimum Contribution Requirement
(a)  General Rules. If this Plan is part of a Top-Heavy Group in any Plan Year,
     then Employees covered only by defined contribution plans of an Employer
     shall receive the basic defined contribution minimum described below in
     subsection (b), and Employees covered by both a defined benefit plan and a
     defined contribution plan of a controlled group Employer shall receive the
     enhanced defined contribution minimum described below in subsection (c).

(b)  Basic Defined Contribution Minimum. The basic defined contribution minimum
     is a sum of controlled group Employer contributions plus forfeitures for
     each non-Key Employee, determined as a percentage of his or her
     Compensation for the Plan Year, that is the equal to the lesser of 3
     percent, or the highest percentage of Compensation contributed by the
     controlled group Employer on behalf of any Key Employee for the Plan Year,
     as determined under Code section 416(c).

(c)  Enhanced Defined Contribution Minimum. The enhanced defined contribution
     minimum is a sum of controlled group Employer contributions plus
     forfeitures that is determined as described in subsection (b) above, but
     substituting 5 percent for 3 percent for the percentage of Compensation to
     be provided.

(d)  Additional Rules. If a top-heavy defined contribution minimum is required
     under Plan section 14.5 for a Top-Heavy Group in which this Plan is
     included, all defined contribution plans in the Top-Heavy Group shall be
     combined to provide, in the


                                       71
<PAGE>


     aggregate, total contributions plus forfeitures for each non-Key Employee
     that equal the defined contribution minimum that is required under Plan
     section 14.5. Pretax Deferrals (and other elective deferrals within the
     meaning of Code section 402(g)(3)) made on behalf of Key Employees shall be
     taken into account in determining any defined contribution minimum that is
     required for non-Key Employees under Plan section 14.5, and such minimum
     will be determined without regard to any Social Security contribution or
     permitted disparity.

(e)  Entitlement to Minimum Contribution. If the Plan is top-heavy and a minimum
     contribution is required for non-Key Employees, each non-Key Employee will
     receive the minimum contribution if he or she has not had a Separation from
     Service prior to the end of the Plan Year, regardless of his or her level
     of Compensation and regardless of whether he or she has less than 1,000
     Hours of Service (or the equivalent) during the Plan Year. However, the
     requirement to provide a defined contribution minimum shall not apply to
     any non-Key Employee who is not employed by the Employer on the last day of
     the Plan Year.

14.6 Top-Heavy Vesting
If this Plan is determined to be top-heavy in any Plan Year, the vesting
schedule specified in Plan section 8.1 shall continue to apply.



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<PAGE>


Article 15. Miscellaneous Provisions

15.1 Employment Rights
This Plan is strictly a voluntary undertaking on the part of the Employers and
shall not be deemed to constitute a contract between the Employer and any
Employee or Participant, or to be considered for, or an inducement to, or a
condition of, the employment of any Employee. Nothing contained in this Plan or
any modification of the Plan or act done in pursuance hereof shall be construed
as giving any person any legal or equitable right against the Company or any
Affiliate, the Trustee or the Trust Fund, unless specifically provided herein,
or as giving any person a right to be retained in the employ of the Company or
Affiliates. All Participants shall remain subject to assignment, reassignment,
promotion, transfer, layoff, reduction, suspension and discharge to the same
extent as if this Plan had never been established. No one shall have any right
to Plan benefits, except to the extent provided herein.

15.2 Notice of Address
Each person entitled to benefits from the Trust Fund must file with the
Committee, in writing, notice of his or her post office address and each change
of post office address. Any communication, statement or notice addressed to such
a person at the last reported post office address will be binding upon such
person for all purposes of the Plan, and the Employer, the Committee and the
Trustee shall not be obliged to search for or ascertain the person's
whereabouts.

15.3 Incompetency
Every person receiving or claiming benefits under the Plan shall be conclusively
presumed to be mentally competent and of age until the date on which the
Committee receives a written notice, in a form and manner acceptable to the
Committee, that such person is an incompetent, or a minor, for whom a guardian
or other person legally vested with the care of the person or estate has been
appointed; provided, however, that if the Committee shall find that any person
to whom a benefit is payable under the Plan is unable to care for his or her
affairs because of incompetency, or is a minor, any payment due (unless a prior
claim therefor shall have been made by a duly appointed legal representative)
may be paid to the spouse, a child, a parent or a brother or sister, or to any
person or institution deemed by the Committee to have incurred expense for such
person otherwise entitled to payment. To the extent permitted by law, any such
payment so made shall be a complete discharge of liability therefor under the
Plan.

In the event a guardian of the estate of any person receiving or claiming
benefits under the Plan shall be appointed by a court of competent jurisdiction,
benefit payments may be made to such guardian provided that proper proof of
appointment and continuing qualification is furnished in a form and manner
acceptable to the Committee. To the extent permitted by law,


                                       73
<PAGE>


any such payment so made shall be a complete discharge of any liability therefor
under the Plan.

15.4 Nonalienation
(a)  Except as permitted by the Plan in accordance with Code section 401(a)(13)
     and ERISA section 206(d) with respect to assignments to alternate payees
     under qualified domestic relations orders, no benefit payable at any time
     under the Plan shall be subject to the debts or liabilities of a
     Participant or Beneficiary, and any attempt to alienate, sell, transfer,
     assign, pledge or otherwise encumber any such benefit, whether presently or
     thereafter payable, shall be void. Subject to the foregoing exception, no
     benefit under the Plan shall be subject in any manner to attachment,
     garnishment or encumbrance of any kind.

(b)  In accordance with procedures consistent with Code section 414(p) that are
     established by the Committee (including procedures requiring notification
     of the affected Participant and each alternate payee of the Plan's receipt
     of a domestic relations order and its procedures for determining the
     qualified status of such order), judicial orders for purposes of enforcing
     family support obligations or pertaining to domestic relations (that orders
     do not alter the amount, timing or form of benefit other than to have it
     commence at the earliest permissible date) shall be honored by the Plan if
     the Committee determines that they constitute qualified domestic relations
     orders.

(c)  Except as may otherwise be required by Department of Labor regulations,
     such orders may not require a retroactive transfer of all or part of a
     Participant's Account to or from the benefit of an alternate payee without
     permitting an appropriate adjustment for earnings and investment gains or
     losses that have occurred in the interim, nor shall such orders require the
     Plan to provide loans, self-directed investment elections, or other rights
     to alternate payees that are not available to Beneficiaries generally.

(d)  To the full extent permitted by Code section 414(p)(10) and by the terms of
     a qualified domestic relations order, amounts assigned to an alternate
     payee may be paid as soon as possible in a lump sum, notwithstanding the
     age, financial hardship, employment status or other factors affecting the
     ability of the Participant to make a withdrawal or otherwise receive a
     distribution of balances from the Participant's Account under the Plan. In
     cases where such full and prompt payment of amounts assigned to an
     alternate payee will not be made, the assigned amounts shall be transferred
     within a reasonable time to the Investment Funds selected by the alternate
     payee, or to a money market fund if the alternate payee does not make a
     valid election within a reasonable time as determined by the Committee.

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<PAGE>


(e)  The Plan may offset payments described in a judgment, order, decree, or
     settlement agreement relating to a breach of fiduciary duty or criminal act
     against the Plan, as further described in Code section 401(a)(13).

15.5 No Examination or Accounting
Neither this Plan nor any action taken thereunder shall be construed as giving
any person the right to an accounting or to examine the books or affairs of the
Company or Affiliates.

15.6 Severability
In the event any provision of this Plan shall be held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining parts of
this Plan, and it shall be construed and enforced as if such illegal or invalid
provision had never been inserted herein.

15.7 Counterparts
This Plan may be executed in any number of counterparts, each of which shall be
deemed to be an original. All the counterparts shall constitute but one and the
same instrument and may be sufficiently evidenced by any one counterpart.

15.8 Service of Legal Process
The Secretary of the Company is hereby designated agent of the Plan for the
purpose of receiving service of summons, subpoena or other legal process.

15.9 Headings of Articles and Sections
The headings of sections and subsections are included solely for convenience of
reference. If there is any conflict between such headings and the text of the
Plan, the text shall control.

15.10 Applicable Law
Except to the extent superseded or preempted by ERISA, the Plan and all rights
hereunder shall be governed, construed and administered in accordance with the
laws of the State of California, with the exception that any Trust Agreement
constituting a part of the Plan may provide that such Trust Agreement will be
construed and enforced in all respects under the laws of the state in which the
Trustee thereunder is located.

In Witness Whereof, First Advantage Corporation has caused its duly authorized
officers to execute this Plan on the day of , 2003.

                                        First Advantage Corporation


                                        By ________________________

                                        Its _______________________



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<PAGE>


Appendix A. Special Benefit Structure for the First Advantage Employee Stock
Ownership Plan

A.1 Applicability
This Appendix supplements the Plan and provides special rules applicable to
Participants who, as of December 31, 2003, had an ESOP Account in The First
American Corporation 401(k) Savings Plan.

A.2 Background of ESOP
The ESOP that was merged into The First American Corporation 401(k) Savings Plan
and subsequently spun off with this Plan constitutes an employee stock ownership
plan having its assets invested primarily in common stock of The First American
Corporation and paying benefits in the form of such First American Corporation
Stock (except for cash distributions elected by Participants or paid in lieu of
fractional shares of Company Stock). This portion includes The First American
Corporation Stock acquired as a direct result of Employer contributions. The
other portion of the ESOP constitutes a profit sharing plan permitting both
Employer contributions and Employee after-tax contributions that are invested in
the diversified investment fund so as to provide benefits in the form of cash
rather than The First American Corporation Stock. As permitted under Code
section 401(a)(27), Employer contributions to the profit sharing plan are
entirely discretionary and may be made without regard to current or accumulated
profits of the Employer and Affiliates. For tax purposes the ESOP is intended to
qualify under sections 401(a) and 4975(e)(7) of the Code, as well as other
related Code sections.

Except as provided under Appendix A.9, Employees who are not already
Participants in the ESOP may not become Participants with respect to the ESOP
and no new contributions may be made to the ESOP. All ESOP Accounts are fully
vested.

A.3 Definitions
These definitions are in addition to the definitions of any other terms that
appear elsewhere in the Plan. Whenever used in this Appendix A the following
terms shall have the respective meanings set forth below unless otherwise
required by the context in which they are used:

(a)  "Beneficiary" means, with respect to the ESOP Account, the persons or
     persons properly designated by the Participant as the Beneficiary under the
     terms of the ESOP in effect immediately before its merger into The First
     American Corporation 401(k) Savings Plan. If the Participant has not
     designated a Beneficiary for the ESOP Account or chooses to change his or
     her Beneficiary designation, the Beneficiary designation shall be made in
     accordance with Plan section 2.1(c).

(b)  "ESOP Account" means the separate recordkeeping account that represents the
     sum of the following subaccount, if any:


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<PAGE>
     (1)  "ESOP Profit Sharing Account" means the subaccount that evidences the
          value of of Employer contributions to the ESOP Profit Sharing Fund
          made on behalf of the Participant to the ESOP through December 31,
          1994 and thereafter under this Appendix, including related investment
          gains and losses of the Trust Fund.

     (2)  "Stock Account" means the subaccount that evidences the value of The
          First American Corporation Stock and other assets held in the ESOP
          Fund, including related investment gains and losses of the Trust Fund.

     (3)  "Transfer Account" means the subaccount that evidences the value of
          any amounts transferred directly from another qualified plan to the
          ESOP before it was merged into The First American Corporation 401(k)
          Savings Plan, as permitted under the Code and the rules of the ESOP in
          existence at that time, including related investment gains and losses
          of the Trust Fund.

     (4)  "Voluntary Contribution Account" means a subaccount that evidences the
          value of the Participant's voluntary, after-tax contributions to the
          ESOP, as merged into The First American Corporation 401(k) Savings
          Plan, including investment gains and losses of the Trust Fund.

     Unless a Plan provision explicitly provides otherwise, ESOP Accounts shall
     be maintained and administered separately from other Accounts under the
     Plan.

(c)  "ESOP Trust Fund" means the assets of every kind and description held under
     any Trust Agreement forming a part of the ESOP as merged into the Plan,
     including the following and any other subfunds that may be established
     thereunder:

     (1)  The "Profit Sharing Fund" consisting of a diversified portfolio of
          assets attributable to Employer contributions and Employee
          contributions (including after-tax, rollover, and direct transfer
          contributions) that have been received pursuant to the ESOP; and

     (2)  The "ESOP Fund" consisting of The First American Corporation Stock and
          other assets that fund the employee stock ownership portion of the
          ESOP.

(d)  "Interested Party" means a party in interest as defined in ERISA section
     3(14) or a disqualified person as defined in Code section 4975(e)(2).

(e)  "Valuation Period" means a period beginning on the day immediately
     following a Valuation Date and ending on the next subsequent Valuation
     Date.


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<PAGE>


A.4 ESOP Fund Frozen
Contributions to the ESOP Fund by Participants are not permitted. Moreover, no
Employer contributions to the ESOP Fund have been made for any Plan Year
beginning on or after January 1, 1995.

A.5 Profit Sharing Fund

(a)  Employee After-Tax Contributions. No Employee after-tax contributions to
     the Profit Sharing Fund have been made for any Plan Year beginning on or
     after January 1, 1995.

(b)  Withdrawal of Participant Contributions. Upon direction to the Trustee, a
     Participant may withdraw an amount from his or her Voluntary Contribution
     Account. Distribution of the amount requested and permitted to be
     distributed hereunder shall be made to the Participant as soon as it is
     administratively feasible to do so after a properly completed application
     for withdrawal has been received by the Committee or its delegate.

(c)  Employer Contributions to the Profit Sharing Fund. Each Employer listed in
     Appendix A.9 shall make a cash contribution to the Profit Sharing Fund for
     each Plan Year in the amount specified therein. In accordance with Code
     section 401(a)(27), such contributions shall be considered to be
     contributions to a profit sharing plan without regard to whether they are
     made from the current or accumulated profits of any Employer. In addition,
     such contributions shall not exceed the amount currently deductible under
     Code section 404(a) (applied without regard to section 404(a)(5) relating
     to nonqualified plans) and shall be paid to the Trustee not later than the
     due date (including extensions thereof) for filing the federal income tax
     return of the Employer for its fiscal year ending with or within the Plan
     Year for which the contributions are made. The Employer contributions to
     the Profit Sharing Fund under this Appendix A.5(c) shall be allocated as of
     the Valuation Date corresponding to the last day of the Plan Year in
     accordance with Appendix A.9, subject to the limitations of Article 7 of
     the Plan.

     Effective December 1, 2001, upon application to the Committee, a
     Participant may withdraw an amount from his or her Profit Sharing Fund
     Account pursuant to the rules for hardship withdrawals in section 8.6.

(d)  No Loans. Participants shall not have the right to take loans from the ESOP
     Trust Fund.

(e)  Cessation of Allowing Transfer Contributions. Effective January 1, 1995,
     the ESOP stopped accepting allocations to Transfer Accounts.


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<PAGE>


A.6 Distributions
(a)  General Rule. Following a Participant's Separation from Service and except
     as otherwise provided in Plan section 8.3, distribution of the ESOP Account
     (determined as of the Valuation Date for which the distribution is made)
     shall be made to the Participant (or, in the event of his death, to his
     Beneficiary) in one of the following ways, as elected by the Participant or
     Beneficiary:

     (1)  In substantially equal, annual installments over a period not in
          excess of 10 years;

     (2)  In a single lump sum payment; or

     (3)  In a combination of the foregoing.

(b)  Other Distribution Rules. Notwithstanding other Plan provisions,
     distributions from the Participant's ESOP Account shall comply with Code
     section 409(o). Moreover, unless the Participant elects otherwise, the
     distribution from the Participant's ESOP Account balance will be in
     substantially equal periodic payments (not less frequently than annually)
     over a period not longer than the greater of (i) five years, or (ii) in the
     case of a Participant with an ESOP Account balance in excess of $500,000,
     five years plus one additional year (but not more than five additional
     years) for each $100,000 or fraction thereof by which such balance exceeds
     $500,000 (subject to cost-of-living adjustments of the foregoing $500,000
     figure by the Secretary of the Treasury).

(c)  Diversification. To satisfy the diversification requirements of Code
     section 401(a)(28), any Participant who has attained age 55 with 10 years
     of ESOP participation shall have the right to make in-service withdrawals
     from all or any portion of his or her ESOP account. Application for a
     withdrawal under this Appendix A section shall be made on such form as the
     Committee may prescribe. Withdrawals shall be paid in a single sum in cash
     as soon as administratively practicable following the date that the
     Committee receives the properly completed application. A Participant may
     not make more than one withdrawal under this Appendix A section in any
     twelve-month period. Amounts that are withdrawn pursuant to this Appendix A
     section may not be subsequently repaid to the Plan.

     Alternatively, any Participant who has attained age 55 with 10 years of
     ESOP participation shall have the right to invest all or any portion of his
     or her ESOP Account in any of the investments provided under the terms of
     this Plan pursuant to the rules of Article 9.

(d)  Put Options and Rights of First Refusal. If The First American Corporation
     Stock is distributed from the ESOP Account at a time when it is not readily
     tradable on an established public market, then the provisions of this
     Appendix A section shall apply


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     in the case of a Participant or any other distributee of The First American
     Corporation Stock who may be legally subject to the following rules.

     The distributee shall have the right to require that The First American
     Corporation repurchase such First American Corporation Stock under
     reasonable payment terms and at a price per share determined in accordance
     with Appendix A.8. This put option shall continue during a period of at
     least 60 days following the date of distribution of The First American
     Corporation Stock and, if not exercised within such period of 60 days,
     during the first 60 days in the following Plan year. If the distribution
     received by the Participant or Beneficiary is a distribution within one
     taxable year of the Participant's entire ESOP Account balance, The First
     American Corporation shall pay the option price in substantially equal
     periodic payments (not less frequently than annually) over a period
     beginning not later than 30 days after the exercise of the put option and
     not exceeding the total of 5 years in duration. The First American
     Corporation shall provide adequate security for the payment of the option
     price, and shall pay a reasonable interest rate (as determined by the
     Committee) on unpaid amounts. If the distribution received by the
     Participant or Beneficiary is an installment distribution, the option price
     shall be paid by The First American Corporation not later than 30 days
     after the Participant or Beneficiary exercises the put with respect to such
     installment. This right shall be granted in accordance with Code section
     409(h) and all applicable Treasury regulations.

     Except as otherwise permitted by the Code or other applicable law, the put
     option required by this Appendix A.6 section shall not be modified or
     deleted from the Plan.

A.7 Investment and Voting Rights
(a)  Investment Policy. The ESOP Fund shall be invested primarily in The First
     American Corporation Stock. Participants shall have the right to direct the
     investment of their Profit Sharing Fund pursuant to section 9.3. Except as
     provided in accordance with Appendix A.6(c), Participants shall not have
     any right to direct the investment of their ESOP Fund.

(b)  Stock Transactions. The Trustee may buy or sell The First American
     Corporation Stock in a transaction on the open market or with The First
     American Corporation or any other person, including an Interested Party,
     provided that no commission shall be paid in connection with a transaction
     with The First American Corporation or any other Interested Party, and the
     value of The First American Corporation Stock shall be determined in
     accordance with Appendix A.8 in the case of a transaction with an
     Interested Party. No more than the price per share that prevails in the
     public trading of The First American Corporation Stock shall be paid in a
     transaction involving an acquisition from a Party in Interest. Neither The
     First American Corporation, nor the Employer, nor the Committee, nor any
     Trustee shall have any responsibility or duty to time any transaction
     involving The First American Corporation Stock in order to


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     anticipate market conditions or changes in The First American Corporation
     Stock value, nor shall any such person have any responsibility or duty to
     sell The First American Corporation Stock held in the Trust Fund in order
     to maximize return or minimize loss.

(c)  Stock Rights, Warrants, or Options. Stock rights (including warrants and
     options) issued with respect to The First American Corporation Stock shall,
     in the discretion of the Trustee, be exercised by the Trustee on behalf of
     Participants to the extent that cash is available, or shall be sold or
     exchanged. Cash obtained in this manner with respect to rights attributable
     to ESOP Fund Stock shall be subject to the requirement that the ESOP Fund
     remain primarily invested in The First American Corporation Stock and,
     therefore, shall normally be used to purchase The First American
     Corporation Stock as soon as practicable.

(d)  Voting, Tender Offers, and Related Rights.

     (1)  All The First American Corporation Stock shall be voted as follows.
          Each Participant and each Beneficiary having shares of The First
          American Corporation Stock allocated to his Account shall have the
          right to direct the Trustee as to the manner in which such allocated
          shares are to be voted and also as to the manner in which a
          corresponding number (as determined below) of the unallocated shares
          of The First American Corporation Stock in the ESOP Fund are to be
          voted on each matter brought before an annual or special stockholders'
          meeting of The First American Corporation. Each Participant and each
          Beneficiary shall be a named fiduciary (within the meaning of ERISA
          sections 402(a)(2) and 403(a)(1)) with respect to his exercise of such
          voting rights. Before each meeting of The First American Corporation's
          stockholders, the Committee shall cause to be furnished to each
          Participant (or Beneficiary) a copy of the proxy solicitation
          material, together with a form requesting confidential directions on
          how the shares of The First American Corporation Stock subject to his
          voting direction shall be voted on each matter being put to a vote.
          All voting directions received by the Trustee from Participants and
          Beneficiaries shall be held by the Trustee in confidence and shall not
          be divulged or released to any other person, including officers or
          Employees of The First American Corporation or any Affiliate. Upon
          timely receipt of such directions, the Trustee shall vote on each such
          matter, as directed, the number of shares (including fractional
          shares) allocated to the Account of the Participant or Beneficiary

          providing the directions, and a corresponding number of unallocated
          shares (including fractional shares) that is determined as follows.
          The Trustee shall vote all unallocated shares in the same proportion
          as the allocated shares for which Participants and Beneficiaries have
          provided voting directions (disregarding, for this purpose, any
          allocated shares for which no voting directions have been provided),
          and each Participant or Beneficiary


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          who directs the voting of his allocated shares shall also direct the
          voting of a corresponding number of such unallocated shares that shall
          represent the portion of total number of the unallocated shares being
          voted that is the same as the portion represented by the number of
          allocated shares voted by the Participant or Beneficiary in relation
          to the total of all the allocated shares voted by Participants and
          Beneficiaries. The Trustee shall vote all allocated shares of The
          First American Corporation Stock for which no timely voting directions
          are received from Participants or Beneficiaries in the same proportion
          as the allocated shares for which Participants and Beneficiaries have
          provided voting directions, and each Participant or Beneficiary who
          directs the voting of his allocated shares shall also direct the
          voting of a corresponding number of such allocated shares for which no
          timely voting directions are received that shall represent the portion
          of total number of the allocated shares for which no timely voting
          directions are received being voted that is the same as the portion
          represented by the number of allocated shares voted by the Participant
          or Beneficiary in relation to the total of all the allocated shares
          voted by Participants and Beneficiaries.

     (2)  Shareholder investment rights, or other rights besides voting rights,
          shall be exercised, sold, or otherwise acted upon by the Trustee in
          accordance with specific legal requirements, if any are applicable;
          and, if no such requirements exist, in a manner that the Trustee deems
          prudent under the circumstances and otherwise consistent with the
          fiduciary standards of ERISA. In the event that a tender offer is made
          to shareholders of The First American Corporation generally to
          purchase shares of The First American Corporation Stock, the Committee
          shall notify in a timely manner each Participant (or Beneficiary) of
          the terms and conditions of such offer, and each Participant (or
          Beneficiary) shall instruct the Trustee, in accordance with procedures
          established by the Committee, to accept or decline such offer with
          respect to all or any portion of the shares of The First American
          Corporation Stock allocated to the Participant's (or Beneficiary's)
          ESOP Account. If a Participant (or Beneficiary) fails to instruct the
          Trustee, the Committee shall instruct the Trustee to accept or decline
          the offer with respect to all or any portion of such shares. In the
          event that the Trustee is instructed to sell less than all of the
          shares of Stock allocated to a Participant's (or Beneficiary's)
          Account, or if the Trustee is instructed to sell all of such shares
          but less than all of such shares are purchased pursuant to the terms
          of the tender offer, the Trustee shall sell a proportionate number of
          shares from each Account of each Participant (or Beneficiary). The
          proceeds of any sale pursuant to this Appendix A subsection shall be
          allocated to the Accounts from which the shares were sold.

(e)       Transfer of Interest to Separate Account. The Committee shall
          determine the amounts in the ESOP Trust Fund that represent a
          Participant's distributable interest


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          in a form other than The First American Corporation Stock and may, in
          the case of a deferred payout, instruct the Trustee to deposit any
          such amounts in a savings account, in a bank that is insured by the
          Federal Deposit Insurance Corporation, or in a savings and loan
          association that is insured by the Federal Savings and Loan Insurance
          Corporation. Interest earned upon such transferred amounts shall be
          added to principal, and, subject to the provisions of Appendix A.6,
          such interest earned shall not increase any installment distributions
          but shall be paid as an additional installment or installments after
          exhaustion of principal.

          If a Participant whose interest under the ESOP has been so transferred
          is reemployed by the Company or an Affiliate, such transferred
          interest shall be either returned to the ESOP Trust Fund or retained
          in the separate trust account in the Committee's discretion.

(f)  Restrictions on Transfer of Stock. All transactions involving shares of The
     First American Corporation Stock in the ESOP Account, including
     distributions, purchases and sales, shall be made only in compliance with
     applicable federal and state laws, regulations and rules. All such
     transactions shall also be subject to all restrictions and limitations
     imposed on all shares of The First American Corporation Stock provided for
     in The First American Corporation's Articles of Incorporation and bylaws as
     amended from time to time. The First American Corporation presently does
     not intend to register under the Securities Act of 1933 (the "1933 Act")
     the shares of The First American Corporation Stock to be distributed to
     Participants or their Beneficiaries. As a result, shares of The First
     American Corporation Stock distributed under the Plan may be "restricted
     securities." Restricted securities may not be sold unless they are
     registered under the 1933 Act by The First American Corporation, or unless
     an exemption from registration is available. If The First American
     Corporation does not register the shares of The First American Corporation
     Stock for resale by Participants or their Beneficiaries, and if such
     persons desire to sell the shares of The First American Corporation Stock
     distributed to them, they will be required to sell the shares of The First
     American Corporation Stock in transactions exempt from registration under
     the 1933 Act. The First American Corporation will not permit shares of The
     First American Corporation Stock to be transferred unless it is satisfied
     that any proposed transfer of The First American Corporation Stock is
     exempt from the registration requirements of the 1933 Act. The First
     American Corporation reserves the right to cause appropriate legends to be
     imprinted on the certificates representing shares of The First American
     Corporation Stock distributed under this Plan to reflect all restrictions
     and limitations referred to in this Appendix A section.

A.8 Accounting and Valuation of Assets
(a)  Accounts. A system of accounting satisfactory to the Committee and
     consistent with generally acceptable trust accounting principles shall be
     maintained so as to reflect in


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     a separate ESOP Account (with appropriate subaccounts, as needed) for each
     Participant his beneficial interest in the ESOP Trust Fund (and in the ESOP
     Fund, the Profit Sharing Fund, and any other subfund thereunder).
     Allocations to ESOP Accounts shall be made in accordance with this Appendix
     A, as applicable.

(b)  Valuation of Assets. All assets of the ESOP Trust Fund shall be valued at
     their fair market value as of each Valuation Date for purposes of this
     Appendix A, and any such asset that is involved in a transaction between
     the Plan and an Interested Party shall be valued as of the date of such
     transaction. A Valuation Date requiring the determination of the fair
     market value of The First American Corporation Stock and other ESOP Trust
     Fund assets for purposes of accounting pursuant to this Appendix A shall
     occur at least annually. The fair market value of The First American
     Corporation Stock shall be the closing price of such The First American
     Corporation Stock in public trading on the most recent date on which The
     First American Corporation Stock was traded, as reported in The Wall Street
     Journal or another publication of general circulation providing information
     about the public trading prices of The First American Corporation Stock
     that is selected by the Committee; provided, however, that if The First
     American Corporation Stock ceases to be publicly traded or if it is being
     valued in connection with a transaction between the Plan and an Interested
     Party, its fair market value shall be determined in good faith by the
     Committee based on all relevant factors for determining the fair market
     value of securities in accordance with Treasury regulations section
     54.4975-11(d)(5) and the fiduciary requirements of ERISA. An independent
     appraiser meeting requirements similar to those prescribed in Treasury
     regulations under Code section 170(a)(1) shall be used in making valuations
     of The First American Corporation Stock if it is not readily tradable on an
     established securities market. The Employers, the Committee, and the
     Trustee do not guarantee the Participants or their Beneficiaries against
     loss or depreciation or fluctuation of the value of assets comprising the
     ESOP Trust Fund.

(c)  Accounting for Changes in Value.

     (1)  Except as otherwise provided in this Appendix A, the income, profit,
          gain and other increments to the ESOP Trust Fund for a Valuation
          Period reduced by the expenses, losses and other decreases in the
          Trust Fund for a Valuation Period shall be allocated to ESOP Accounts
          on the Valuation Date on which that Valuation Period ends in the
          proportion that each individual ESOP Account value as of the next
          preceding Valuation Date reduced by any disbursements from that ESOP
          Account during the Valuation Period bears to the total value of all
          ESOP Accounts as of that date reduced by such disbursements.

     (2)  Any change in value of The First American Corporation Stock that has
          been allocated to an ESOP Account of a Participant and any income
          attributable to


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          that The First American Corporation Stock shall be allocated directly
          to the ESOP Account.

(d)  Allocations of The First American Corporation Stock Dividends and Splits.
     The First American Corporation Stock received by the Trust with respect to
     the ESOP as a result of a stock split or stock dividend shall be allocated
     as of the Valuation Date coinciding with or next following the date of such
     split or dividend, to each ESOP Account on such date in an amount that
     shall bear substantially the same proportion to the total number of shares
     received as the number of shares in the ESOP Account immediately before
     such date bears to the total number of shares allocated to all ESOP
     Accounts immediately before such date. As determined by the Committee, cash
     dividends allocated to the ESOP Accounts of Participants may be passed
     through to Participants in a manner that satisfies the Code section 404(k)
     requirements for a tax deduction with respect to such dividends.
     Participants may elect to either receive cash dividends allocated to their
     ESOP Accounts or have the dividends reinvested in The First American
     Corporation Stock. These dividends, passed through to Participants
     dependent upon their election, are intended to be passed through to
     Participants in a manner that satisfies the Code section 404(k)
     requirements for a tax deduction.

(e)  Other Matters of Allocation and Accounting.

     (1)  In the event an Employer contribution, dividend, amount of sale
          proceeds, or other amount is received before the Valuation Date as of
          which it is to be allocated to ESOP Accounts under the Plan, the
          Committee may direct the Trustee to hold such amount in a separate
          investment fund. In such event, any change in value of that separate
          investment fund shall be allocated with and in the same manner as the
          amount itself.

     (2)  Notwithstanding the preceding provisions of this Appendix A, the
          Committee may determine to allocate the portion of the net increase or
          decrease in value of the ESOP Trust Fund allocable to ESOP Accounts
          under the Plan based on a modified allocation procedure, provided that
          any such modified allocation procedure shall result in equitable and
          nondiscriminatory allocation.

     (3)  The Committee shall maintain or cause to be maintained adequate
          records of the cost basis of The First American Corporation Stock
          acquired by the Trustee (including The First American Corporation
          Stock acquired by the ESOP prior to its merger with The First American
          Corporation 401(k) Savings Plan), the number of shares of The First
          American Corporation Stock in each ESOP Account as of each Valuation
          Date for which ESOP Account balances are determined, the dollar value
          of ESOP Account balances as of each such Valuation Date, and any other
          information that the Committee deems important.



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     (4)  The Committee shall also maintain or cause to be maintained adequate
          records to determine the cumulative amount of Employee after-tax
          contributions (net of withdrawals) in each Participant's Voluntary
          Contribution Account and the separate contracts and the Participant's
          investment therein for purposes of applying the basis recovery rules
          of Code section 72 with respect to distributions.




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