Exhibit 4.1

                           DOLLAR GENERAL CORPORATION

                       401(k) SAVINGS AND RETIREMENT PLAN

                        (Consolidating Amendments through
                     January 1, 2003 and Complying with the
                 Small Business Job Protection Act of 1996, the
              Taxpayer Relief Act of 1997, and related legislation)






     AN AMENDMENT, COMPLETE RESTATEMENT, CONVERSION AND CONTINUATION OF THE


                   DOLLAR GENERAL CORPORATION RETIREMENT PLAN


                                     AND THE


   DOLLAR GENERAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AS THE ABOVE PLAN


                            EFFECTIVE JANUARY 1, 1998

               (Consolidating Amendments through January 1, 2003)


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<TABLE>
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<S>  <C>                                                                                     <C>
1.   INTRODUCTION............................................................................1
2.   DEFINITIONS.............................................................................2
         2.1      Account or Accounts........................................................2
         2.2      Actual Deferral Percentage.................................................3
         2.3      Administrator or Plan Administrator........................................3
         2.4      Aggregate Limit............................................................3
         2.5      Allocation Date............................................................4
         2.6      Allocation Period..........................................................4
         2.7      Annuity Starting Date......................................................4
         2.8      Average Contribution Percentage............................................4
         2.9      Beneficiary................................................................4
         2.10     Benefit Administration Committee or Committee..............................5
         2.11     Board......................................................................5
         2.12     Break in Service...........................................................5
         2.13     Code.......................................................................5
         2.14     Company....................................................................5
         2.15     Compensation...............................................................5
         2.16     Compensation for Testing Purposes..........................................6
         2.17     Contribution Percentage....................................................6
         2.18     Contribution Percentage Amount.............................................6
         2.19     Controlled Group Member....................................................7
         2.20     Disability.................................................................7
         2.21     Effective Date.............................................................7
         2.22     Elective Deferrals.........................................................8
         2.23     Eligible Employee..........................................................8
         2.24     Employee...................................................................8
         2.25     Employee Stock Ownership Plan or ESOP......................................9
         2.26     Employer...................................................................9
         2.27     Employer Accounts..........................................................9
         2.28     Employer Contribution Forfeiture...........................................9
         2.29     Employer Contributions.....................................................9
         2.30     Employer Matching Contributions............................................9
         2.31     Employer Profit Sharing Contributions......................................9
         2.32     Employer Stock.............................................................9
         2.33     Employer Stock Fund.......................................................10
         2.34     Entry Date................................................................10
         2.35     ERISA.....................................................................10
         2.36     ESOP......................................................................10
         2.37     ESOP Accounts.............................................................10
         2.38     Excess Aggregate Contributions............................................10
         2.39     Excess Contributions......................................................11
         2.40     Excess Elective Deferrals.................................................11
         2.41     Fair Market Value.........................................................11
         2.42     Five-Percent Owner........................................................11
</TABLE>

                                        i

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<TABLE>
<CAPTION>

<S>  <C>                                                                                    <C>
         2.43     Forfeiture Suspense Account...............................................11
         2.44     401(k) Discrimination Forfeitures.........................................12
         2.45     401(k) Plan Accounts......................................................12
         2.46     Highly Compensated Employee...............................................12
         2.47     Hour of Service...........................................................12
         2.48     Inactive Participant......................................................14
         2.49     Leased Employee...........................................................15
         2.50     Life Annuity..............................................................15
         2.51     Non-Highly Compensated Employees..........................................15
         2.52     Normal Retirement Age.....................................................15
         2.53     Normal Retirement Date....................................................15
         2.54     Participant...............................................................15
         2.55     Plan or 401(k) Plan.......................................................15
         2.56     Plan Year.................................................................15
         2.57     Qualified Domestic Relations Order........................................15
         2.58     Qualified Joint and Survivor Annuity......................................15
         2.59     Qualified Nonelective Employer Contributions..............................15
         2.60     Qualified Preretirement Survivor Annuity..................................16
         2.61     Retirement Plan...........................................................16
         2.62     Retirement Plan Accounts..................................................16
         2.63     Salary Deferral Agreement.................................................16
         2.64     Service...................................................................16
         2.65     Spouse....................................................................16
         2.66     Trust.....................................................................16
         2.67     Trust Agreement...........................................................16
         2.68     Trust Fund or Fund........................................................16
         2.69     Trustee...................................................................16
         2.70     Unit......................................................................16
         2.71     Unit Value................................................................17
         2.72     Vested....................................................................17
         2.73     Vested Benefit............................................................17
         2.74     Vesting Schedule..........................................................17
         2.75     Year of Eligibility Service...............................................17
         2.76     Year of Service...........................................................17
         2.77     Year of Vesting Service...................................................17
3.   ELIGIBILITY AND PARTICIPATION..........................................................17
         3.1      Eligibility...............................................................17
         3.2      Participation.............................................................18
         3.3      Reemployment..............................................................18
         3.4      Return to Eligible Class..................................................18
         3.5      Transfers among Employers which are Controlled Group Members
                  or among Employers which are Majority Owned...............................18
         3.6      Acceptance................................................................19
         3.7      Absence in the Armed Services.............................................19
</TABLE>

                                       ii

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<TABLE>
<CAPTION>

<S>  <C>                                                                                    <C>
         3.8      Leased Employee...........................................................19
         3.9      Correcting Administrative Errors..........................................20
4.   CONTRIBUTIONS..........................................................................20
         4.1      Elective Deferrals........................................................20
         4.2      Employer Matching Contributions...........................................21
         4.3      Employer Profit Sharing Contributions.....................................22
         4.4      Rollovers to this Plan....................................................22
         4.5      Rollovers from this Plan..................................................23
         4.6      Prohibition of Reversion..................................................24
5.   PARTICIPANTS' ACCOUNTS.................................................................25
         5.1      Establishment of Participants' Accounts...................................25
         5.2      Allocation of Elective Deferrals Contributions............................26
         5.3      Allocations Under 401(k) Plan (Other Than Elective Deferrals).............29
         5.4      Valuation of Trust Fund...................................................30
         5.5      Average Contribution Percentage Test: the Aggregate Limit for Employer
                  Matching Contributions and Elective Contributions.........................32
         5.6      Inactive Participants.....................................................34
         5.7      Limitations on Allocations................................................34
         5.8      Allocation Not Equivalent to Vesting......................................38
6.   RETIREMENT AND DISABILITY BENEFITS.....................................................38
         6.1      Normal Retirement.........................................................38
         6.2      Disability Retirement.....................................................38
7.   DEATH BENEFITS BEFORE RETIREMENT ELIGIBILITY OR DISABILITY.............................38
         7.1      Death Benefit Before Retirement Eligibility or Disability in General......38
         7.2      Death Benefits Attributable to Plan Accounts Other Than
                  Retirement Plan Accounts..................................................38
         7.3      Death Benefits Attributable to Retirement Plan Accounts...................39
8.   SEVERANCE FROM SERVICE PRIOR TO RETIREMENT, DISABILITY OR
         DEATH:  VESTING AND FORFEITURES....................................................41
         8.1      Vested Benefit............................................................41
         8.2      Vesting Schedule..........................................................41
         8.3      Employer Contribution Forfeitures in General..............................42
         8.4      Restoration of Amounts Credited to Employer Contribution Forfeiture
                  Suspense Accounts and Possible Repayment Requirement for
                  Participants with Vested Benefits.........................................43
         8.5      Forfeiture and Restoration if No Vested Account Balance...................44
         8.6      Vested Interest in Employer Account after a Distribution or after
                  Termination of Employment.................................................45
9.   DISTRIBUTION RULES RELATING TO PLAN ACCOUNTS (OTHER THAN RETIREMENT PLAN ACCOUNTS).....46
         9.1      Provisions in General.....................................................46
         9.2      Method of Distribution....................................................46
         9.3      Date of Distribution......................................................46
</TABLE>


                                      iii
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<TABLE>
<CAPTION>

<S> <C>                                                                                     <C>
10. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING
         TO THE RETIREMENT PLAN ACCOUNTS....................................................48
         10.1     Provisions in General.....................................................48
         10.2     Methods of Distribution upon Termination of Employment or Retirement......48
         10.3     Date of Distribution......................................................52
11. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES
         RELATING TO ESOP ACCOUNTS AND THE 401(k) PLAN
         EMPLOYER STOCK ACCOUNT.............................................................54
         11.1     Provisions in General.....................................................54
         11.2     Method of Distribution....................................................54
         11.3     Date of Distribution......................................................54
         11.4     Value of Vested Interest and Distribution in Cash or Property.............55
         11.5     Elective Distributions....................................................55
12. LEGAL RESTRICTIONS AND GENERAL REQUIREMENTS
         ON THE PAYMENT OF BENEFITS.........................................................56
         12.1     Minimum Required Distribution Restrictions................................56
         12.2     Value of Vested Interest and Distribution in Cash or Property.............57
         12.3     Forms and Proofs..........................................................57
         12.4     Distribution of Small Account(s) and Forfeiture of Nonvested Amounts......58
         12.5     Disclaimer by Beneficiary.................................................59
         12.6     Determination of Marital Status and Location of Surviving Spouse..........59
         12.7     Installment Distribution..................................................60
         12.8     Failure to Locate.........................................................60
         12.9     Elimination of the Same Desk Rule.........................................60
13. HARDSHIP WITHDRAWALS....................................................................60
         13.1     Hardship Withdrawals of Elective Deferrals................................60
14. LOANS...................................................................................62
15. TOP-HEAVY PLANS.........................................................................63
         15.1     Definitions...............................................................63
         15.2     Minimum Allocation........................................................66
         15.3     Minimum Vesting Schedule..................................................66
         15.4     Special Limitations on Top Heavy Allocations in Multiple Plans:
                  Code Section 415(e) Buy-Back..............................................67
16. PLAN ADMINISTRATION.....................................................................67
         16.1     Administrator.............................................................67
         16.2     Claims Procedure..........................................................68
         16.3     Records...................................................................69
         16.4     Delegation of Authority...................................................69
         16.5     Domestic Relations Orders.................................................70
17. THE TRUST...............................................................................71
         17.1     The Trust.................................................................71
         17.2     Contributions to Trustee..................................................72
         17.3     Investment Powers.........................................................72
         17.4     Employer-Directed Investments.............................................73
</TABLE>


                                       iv
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<TABLE>
<CAPTION>

<S>  <C>                                                                                    <C>
         17.5     The Participant-Directed Investments, Including Participant Loans.........74
         17.6     Custodial Role............................................................76
         17.7     Liability of Trustee......................................................76
         17.8     Court Actions.............................................................77
         17.9     Prudent Man Rule..........................................................77
         17.10    Prohibited Transactions...................................................77
         17.11    Conflict of Interest......................................................77
         17.12    Exemptions................................................................77
         17.13    Fiduciary Insurance.......................................................77
         17.14    Accounts..................................................................77
         17.15    Reports...................................................................78
         17.16    Payments..................................................................78
         17.17    Direction of Committee....................................................78
         17.18    Impossibility of Performance..............................................78
         17.19    Expenses..................................................................79
         17.20    Taxes and Withholding.....................................................79
         17.21    Resignation or Removal of Trustee.........................................79
         17.22    Transfer of Assets to a Successor Trustee or Other Medium of Funding......79
         17.23    Assets of Controlled Group Members........................................80
         17.24    Distributions in Kind.....................................................80
         17.25    Purchases and Sales of Employer Stock.....................................80
         17.26    Registration of Employer Stock............................................80
         17.27    Investments in Employer Stock.............................................81
         17.28    Voting and Tendering of Employer Stock....................................81
18. AMENDMENT OR TERMINATION................................................................83
         18.1     Right to Amend Plan.......................................................83
         18.2     Limitation of Right to Amend..............................................83
         18.3     Termination of Plan by Company............................................84
         18.4     Mergers...................................................................84
19. MISCELLANEOUS...........................................................................84
         19.1     Liability of Employer.....................................................84
         19.2     Spendthrift Clause........................................................85
         19.3     Successor Business of Employer............................................85
         19.4     Insurance Company Not Responsible.........................................85
         19.5     Persons Under Legal Disability............................................85
         19.6     Conflict of Provisions....................................................85
         19.7     Definition of Words.......................................................86
         19.8     Titles....................................................................86
         19.9     Multiple Copies...........................................................86
         19.10    Applicable Law............................................................86

</TABLE>

                                        v
<PAGE>




                DOLLAR GENERAL 401(k) SAVINGS AND RETIREMENT PLAN
              (Consolidating Amendments through January 1, 2003 and
          Complying with the Small Business Job Protection Act of 1996,
           the Tax Payer Relief Act of 1997, and related legislation)

                                 1. INTRODUCTION

         This Dollar General Corporation 401(k) Savings and Retirement Plan (the
"401(k) Plan") was  established  effective  January 1, 1998 to provide  benefits
for,  and  to  encourage  savings  by,  eligible  Employees  of  Dollar  General
Corporation  ("Dollar  General"),  a  Tennessee  corporation.  This  Plan was an
amendment,  restatement,  conversion  and  continuation  of the  Dollar  General
Retirement Plan (the "Retirement Plan"),  which is a money purchase pension plan
that was originally  effective on January 1, 1982, and last restated  completely
effective January 1, 1998.  Contemporaneously  with the amendment,  restatement,
conversion  and  continuation  of the  Retirement  Plan into this 401(k) Plan on
January 1, 1998,  the Dollar  General  Employee  Stock  Ownership  Plan that was
originally  effective on January 1, 1984, and last restated completely effective
January  1,  1998,  was  also  amended,  restated,  converted  from an ESOP  and
continued  as this 401(k) Plan on January 1, 1998.  The ESOP was not a leveraged
ESOP.  Furthermore,  upon conversion effective January 1, 1998, this entire Plan
is a defined contribution profit sharing plan.

         Prior to the amendment, restatement, conversion and continuation of the
Retirement  Plan and ESOP into this  401(k)  Plan,  each of the plans had a plan
year beginning on February 1 and ending on January 31. Therefore, such plans had
a short  plan year for the plan year  beginning  February  1, 1997 and ending on
December 31, 1997. On and after January 1, 1998, benefits,  if any, shall accrue
only under the 401(k)  provisions of this Plan, the Retirement Plan Accounts and
the ESOP Accounts being frozen (except for crediting of investment  earnings and
debiting  of  investment  losses,  distributions  and plan  expenses as provided
herein).

         Immediately after the conversion of the Retirement Plan and the ESOP to
the 401(k)  Plan,  each  Participant  in the 401(k) Plan was eligible to receive
benefits  under the 401(k) Plan, if it were then  terminated,  at least equal to
the benefits payable  immediately before the conversion from the Retirement Plan
and the ESOP,  if these  plans  were  being  terminated  instead  of  converted.
Furthermore,  Code Section  411(d)(6)  "protected  benefits"  accrued  under the
Retirement  Plan and the ESOP as of December 31, 1997 shall be  continued  under
this 401(k) Plan.

         As of January 1, 1998, all Employer Contribution  Forfeitures which had
arisen under the terms of the Retirement Plan and the ESOP were allocated. If an
Employer  Contribution  Forfeiture must later be reestablished  because a former
Employee  is  rehired,  the  Employer  shall  contribute  an  amount to the Plan
sufficient to reestablish that Employer Contribution Forfeiture.  No unallocated
amounts due to the limitation on benefits  described at Code Section 415 existed
with respect to the Plan as of January 1, 1998.

                                       1
<PAGE>


         Upon the conversion of the Retirement Plan and the ESOP into the 401(k)
Plan, all of the conditions of Code Section 414(l) and the regulations and other
guidance  thereunder  were met.  On or after the  conversion,  the  balance of a
Participant's  Accounts  attributable to the conversion from the Retirement Plan
shall be distributable  only on or after events that were permissible  under the
Retirement  Plan. On and after the  conversion,  the balance of a  Participant's
Accounts  attributable to the conversion from the ESOP shall be distributable as
set forth herein.

         The provisions of this  consolidated  and continued Plan shall apply to
an employee  who is actively  employed  by the  Employer on or after  January 1,
1998,  which is the date that  this  consolidated  and  continued  Plan  becomes
operative, except as otherwise set forth herein, required by law or set forth in
properly adopted amendments to the Plan. The rights and benefits,  if any, of an
Employee  whose  employment  terminated  before such date shall be determined in
accordance  with the provisions of the Plan that were in effect on the date that
such employment was terminated;  provided, however, that if full distribution of
such an Employee's  Account(s) did not occur prior to January 1, 1998,  then the
provisions of the consolidated and continued Plan shall apply in determining the
subsequent investment and distribution of such Account(s).

         This  Plan  document  includes  amendments  to  reflect  those  changes
necessary  to comply  with the  General  Agreement  on Tariffs  and  Trade,  the
Uniformed  Services  Employment and  Reemployment  Rights Act of 1994, the Small
Business  Job  Protection  Act of 1996,  the  Taxpayer  Relief Act of 1997,  and
related  legislation and other guidance issued  thereunder,  with respect to the
provisions of the Retirement  Plan and the ESOP for applicable  periods prior to
January 1, 1998, as well as the  provisions of this  consolidated  and continued
Plan for periods on and after January 1, 1998.  Effective as of January 1, 2002,
or such other date as  provided in the Plan,  or as required  (and to the extent
required) by applicable law, the Plan is amended to include  certain  provisions
and amendments in accordance  with the provisions of The Economic Growth and Tax
Relief  Reconciliation  Act of 2001 and related  legislation,  regulations,  and
other  administrative  guidance  related  thereto in addition to certain related
design amendments. Effective as of January 14, 2002, this Plan document includes
various design changes to facilitate  investment  diversification.  In addition,
effective January 1, 2003, the Plan is amended to include certain design changes
and  such   other   requirements   as   necessary   to  meet  the  safe   harbor
nondiscrimination  requirements of Code Sections  401(k)(12) and 401(m)(11) (and
the regulations and other guidance issued thereunder).

                                 2. DEFINITIONS

         Unless otherwise explicitly specified,  the following words and phrases
as used herein shall have the meanings set forth below and shall be  interpreted
as stated in this Article.

         2.1  "ACCOUNT"  or  "ACCOUNTS"  shall  mean the  individual's  accounts
established and maintained in the name of each  Participant  pursuant to Section
5.1. These Accounts are as follows:

            (a) Elective Deferral Account;
            (b) Qualified Nonelective Employer Contribution Account;
            (c) Employer Matching Account;
            (d) Employer Profit Sharing Account;


                                       2
<PAGE>

            (e) Rollover Account;
            (f) Retirement Plan Account;
            (g) Retirement Plan Forfeiture Suspense Account;
            (h) ESOP Stock Account;
            (i) ESOP Investment Account;
            (j) PAYSOP Account; and
            (k) ESOP Forfeiture Suspense Account.

         2.2 "ACTUAL DEFERRAL  PERCENTAGE"  shall mean the average of the ratios
(calculated  separately  for  each  Participant  employed  by the  Employer  and
expressed as a percentage carried out to two decimal points) of:

            (a) the amount of Elective Deferrals actually paid over to the Trust
Fund on behalf of such Participant for the current Plan Year to

            (b) the  Participant's  Compensation  for Testing  Purposes for such
current Plan Year.

         The term "Elective  Deferrals" for purposes of this  calculation  shall
include Elective  Deferrals made pursuant to the  Participant's  Salary Deferral
Agreement,   including  the  Participant's  Excess  Elective  Deferrals  if  the
Participant  is a  Highly  Compensated  Employee,  but  shall  exclude  Elective
Deferrals  that are taken  into  account  in the  Contribution  Percentage  test
(provided the Actual Deferral Percentage test is satisfied both with and without
exclusion  of these  Elective  Deferrals).  For  purposes  of  computing  Actual
Deferral  Percentages,  an Eligible  Employee who would be a Participant but for
the failure to make  Elective  Deferrals  shall be treated as a  Participant  on
whose behalf no Elective Deferrals are made.

         2.3 "ADMINISTRATOR" or "PLAN ADMINISTRATOR" shall mean, with respect to
the Plan, the Company. The Plan Administrator may from time to time delegate its
administrative  duties  and  responsibilities  to  the  Benefit   Administration
Committee or to other individuals in accordance with Section 16.4.

         2.4 "AGGREGATE LIMIT" shall mean the sum of:

            (a) one  hundred  twenty-five  percent  (125%) of the greater of the
Actual  Deferral  Percentage  of the  Non-Highly  Compensated  Employees  of the
Employer for the Plan Year or the Average Contribution  Percentage of Non-Highly
Compensated  Employees  under the Plan subject to Section 401(m) of the Code for
the Plan Year, and

            (b) the lesser of two hundred  percent (200%) or two plus the lesser
of such Actual Deferral Percentage or Average Contribution Percentage.

         "Lesser" is substituted  for "greater" in subsection (a), and "greater"
is  substituted  for "lesser" after "two plus the" in subsection (b) if it would
result in a larger aggregate limit.

                                       3
<PAGE>


         2.5  "ALLOCATION  DATE"  shall  mean the last day of a Plan  Year.  The
Administrator  may, in its sole  discretion,  establish other  Allocation  Dates
during a Plan  Year;  provided,  however,  that  the use of one or more  special
Allocation  Dates  during a Plan Year  shall not be  applied  so as to result in
discrimination in favor of Employees who are Highly Compensated Employees.

         2.6 "ALLOCATION PERIOD" shall mean the period between Allocation Dates.

         2.7  "ANNUITY  STARTING  DATE"  shall  mean the  first day of the first
period for which an amount is payable as an annuity or any other form.

         2.8  "AVERAGE  CONTRIBUTION  PERCENTAGE"  shall mean the average of the
Contribution Percentages of the Participants of the Employer.

         2.9  "BENEFICIARY"  shall mean the  recipient or  recipients  who shall
receive any benefits payable under the Plan upon the death of such  Participant.
The Participant's applicable Beneficiary shall be the one last designated by the
Participant  in  writing  on  properly  completed  forms  provided  by the  Plan
Administrator. If no such valid designation of the Beneficiary has been received
by the Plan  Administrator  prior to the Participant's  death, then such benefit
shall be payable to the  Participant's  Spouse,  or, if the  Participant  has no
Spouse,  the  Participant's  estate.  A  married  Participant  may  not  name  a
Beneficiary other than the Participant's Spouse, and any Beneficiary designation
made prior to the  Participant's  marriage is invalid,  unless the Participant's
Spouse has  consented  to such  designation,  in  writing,  and such  consent is
witnessed by a Plan  representative or a notary public. Any such written consent
by a  Participant's  surviving  Spouse  shall  acknowledge  the  effect  of  the
Participant's  designation of a non-Spouse  Beneficiary.  If the Spouse is to be
the Participant's Beneficiary and that Spouse predeceases the Participant, or if
the  Participant's  Beneficiary  has not  elected  and  received  the full death
benefit as a single, lump sum and, in either case, there is no valid designation
of Beneficiary (either by the Participant, Spouse, or other Beneficiary) on file
with  the  Plan  Administrator,  then  such  benefit  shall  be  payable  to the
Participant's  estate in a single,  lump sum. The  designation  of a Beneficiary
shall be made,  changed or revoked in writing in the form and manner  prescribed
by  the  Plan   Administrator,   subject  to  the  foregoing   spousal   consent
requirements.  The  description  of the  Participant's  Spouse on a  beneficiary
designation  form as  Beneficiary  shall  remain  valid upon the  divorce of the
Participant and such Spouse until and unless the Participant validly names a new
Beneficiary,  the  Participant  re-marries or the terms of a Qualified  Domestic
Relations Order require otherwise.  If the Participant's  Spouse is deemed to be
the Participant's  Beneficiary at any time on account of an absence of any other
valid  Beneficiary  designation  and the  Participant  and Spouse  divorce,  the
Participant's  former  spouse  shall not be treated as a  Beneficiary  hereunder
until and unless the Participant  specifically  designates such person as his or
her  Beneficiary  in  accordance  with the  procedures  established  by the Plan
Administrator  or the terms of a  Qualified  Domestic  Relations  Order  require
otherwise.  In all  events,  to the extent  required by the terms of a Qualified
Domestic  Relations  Order, an alternate payee shall be treated as a Beneficiary
hereunder.  In addition,  spousal consent to a Participant's naming a non-Spouse
Beneficiary shall not be required if the Participant had earlier  established to
the  satisfaction  of the Plan  Administrator  that  the  consent  could  not be
obtained  because  the  Spouse  could not be  located  or  because of such other
circumstances as the Secretary of the Treasury may prescribe by regulations.

                                       4
<PAGE>


         2.10 "BENEFIT  ADMINISTRATION  COMMITTEE" or "COMMITTEE" shall mean the
committee  which may be appointed  by the Company to oversee the  administrative
duties of the Plan as set forth in  Sections  16.1 and 16.2.  In  addition,  the
Benefit  Administration  Committee  appointed  by the  Company  shall  have  the
fiduciary duty to oversee the investment options (including mutual funds, common
trust funds, group annuity contracts and the Employer Stock Fund) provided under
the Plan. Their duties in this regard include development and maintenance of the
Plan's investment policy,  selection of appropriate investment funds among which
Participants can choose to allocate their Account balances, including funds that
primarily hold Employer Stock as described in Section 17.5 hereof, and selection
of specific investment advisors within such a fund (if applicable).

         2.11 "BOARD" shall mean the Board of Directors of the Company.

         2.12 "BREAK IN SERVICE" shall mean a Plan Year in which the Participant
is not credited with at least five hundred one (501) Hours of Service.

         2.13 "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         2.14 "COMPANY"  shall mean Dollar General  Corporation,  with principal
offices at Nashville, Tennessee.

         2.15  "COMPENSATION"  shall  mean for the Plan  Year in  question  with
respect to each  Participant,  and except as  otherwise  provided  herein,  base
salary or wages, including funeral pay, holiday pay, overtime pay, personal pay,
vacation  pay,  and other items of base  salary or wages  treated as such by the
Employer  in  accordance  with  its  ordinary  payroll  practices,  paid  to the
Participant  by the  Employer,  plus  any  amount  which is  contributed  by the
Employer pursuant to a salary reduction agreement which is not includable in the
gross income of the Employee by reason of Section 125, 132(f),  or 402(g) of the
Code. Therefore, for purposes of determining the amount of contributions to this
Plan (including Elective Deferrals and Employer  Contributions),  "Compensation"
does not include, among other items of compensation,  bonuses,  amounts realized
from the exercise of any  non-qualified  stock options or when restricted  stock
held by the  Participant  either  becomes  freely  transferable  or is no longer
subject to a substantial risk of forfeiture;  or amounts realized from the sale,
exchange or other disposition of stock acquired under a qualified stock option.

         Notwithstanding  the  foregoing,  for periods prior to January 1, 2001,
for purposes of  determining  the amount of any Qualified  Nonelective  Employer
Contribution,  "Compensation"  shall mean, except as otherwise  provided herein,
wages within the meaning of Section  3401(a) of the Code and all other  payments
of  compensation  to the  Participant  by the  Employer  (in the  course  of the
Employer's  trade or business) for which the Employer is required to furnish the
Participant a written statement under Sections 6041(d),  6051(a)(3), and 6052 of
the Code,  determined  without regard to any rules under Section  3401(a) of the
Code that limit  remuneration  included in wages based on the nature or location
of  the  employment  or  the  services  performed,  plus  any  amount  which  is
contributed by the Employer  pursuant to a salary  reduction  agreement which is
not  includable  in the


                                       5
<PAGE>

gross income of the Employee by reason of Section 125, 132(f), or 402(g) of the
Code, minus all of the following items (even if includable in gross income):

            (a) reimbursements or other expense allowances;
            (b) fringe benefits (cash and noncash);
            (c) moving expenses;
            (d) deferred compensation; and
            (e) welfare benefits (such as health insurance or group term life
             insurance).

         Compensation  with respect to an Employee  for purposes of  determining
the Employee's  Elective  Deferrals or the Employee's  share as a Participant of
either  Employer  Profit  Sharing  Contributions  or the  Qualified  Nonelective
Employer  Contributions  for any  Allocation  Period  shall  include  only  that
Compensation  paid to the Employee  while the Employee was a Participant in that
Allocation Period.

         The  annual   Compensation  of  each  Participant  taken  into  account
hereunder  for any Year shall not exceed the amount  provided  from time to time
under  Section  401(a)(17)  of the  Code  (which  for  2001 is  $170,000).  This
limitation,  however,  shall be adjusted at the same time and in the same manner
it is adjusted by the Secretary under Section  401(a)(17)(B) of the Code. If the
Plan  determines  Compensation  on a period of time that contains  fewer than 12
calendar months,  then the annual  Compensation  limit is an amount equal to the
annual Compensation limit for the calendar year in which the Compensation period
begins multiplied by the ratio obtained by dividing the number of full months in
the period by 12.

         2.16 "COMPENSATION FOR TESTING PURPOSES" shall mean Compensation within
the meaning of Section 5.7(c)(2)  hereof,  but not to exceed the amount provided
from time to time under Section  401(a)(17) of the Code as adjusted from time to
time under  Section  401(a)(17)(B)  of the Code  (which  for 2001 is  $170,000).
Compensation  with  respect to an  Employee  for  purposes  of  determining  the
Employee's  Compensation  for Testing  Purposes for any Plan Year shall  include
only such compensation paid to the Employee while the Employee was a Participant
in the Plan during such Plan Year.  For  purposes of  nondiscrimination  testing
under  the  Retirement  Plan or ESOP for  periods  prior  to  January  1,  1998,
Compensation for testing  purposes shall include any amounts  contributed by the
Employer pursuant to a salary reduction agreement which is not includable in the
gross income of the  Participant  under Section 125 or 402(g) of the Code during
the Plan Year being tested.

         2.17  "CONTRIBUTION  PERCENTAGE"  shall mean the ratio  (expressed as a
percentage carried out to two decimal points) of the Participant's  Contribution
Percentage  Amount to the  Participant's  Compensation  for Testing Purposes for
that  portion  of the  current  Plan Year  during  which the  Participant  was a
Participant.

         2.18  "CONTRIBUTION  PERCENTAGE  AMOUNT"  shall mean the  aggregate  of
Employer Matching Contributions,  including such Qualified Non-Elective Employer
Contributions  that are  designated by the  Administrator  to be included in the
Average  Contribution  Percentage  test,  made  under  the Plan on behalf of the
Participant  for  each  Allocation  Period  for  which  testing  is  done.  Such


                                       6
<PAGE>

Contribution   Percentage  Amount  shall  also  include  Forfeitures  of  Excess
Aggregate Contributions or Matching Contributions allocated to the Participant's
Accounts  which shall be taken into  account in the  Allocation  Period in which
such  Forfeitures  are  allocated.  The Employer  also may elect to include each
Participant's  Elective Deferrals in the Contribution  Percentage Amount so long
as the Actual Deferral  Percentage test is met before the Elective Deferrals are
used  in the  Average  Contribution  Percentage  test  and  continues  to be met
following the exclusion of those  Elective  Deferrals  that are used to meet the
Average Contribution Percentage test.

         2.19  "CONTROLLED  GROUP MEMBER" shall mean,  except to the extent this
term may be modified in accordance with Section 5.7(c)(3), as follows:

            (a) any  corporation  which is a  member  of a  controlled  group of
corporations (as defined in Section 414(b) of the Code) of which the Employer is
a member,

            (b) any  organization  which is a member  of a group  of  trades  or
businesses  (whether or not  incorporated)  which is under  common  control with
respect to the Employer (as defined in Section 414(c) of the Code),

            (c) any  organization  which is a member  of an  affiliated  service
group (as defined by Section 414(m) of the Code), or

            (d) any other  entity  required to be  aggregated  with the Employer
pursuant to Section 414(o) of the Code and the regulations thereunder;

         but only for the period during which such other  corporation,  trade or
business, organization or entity and the Employer are members of such controlled
group of  corporations,  are under  such  common  control,  are  serving as such
affiliated service group or are required to be aggregated.

         All employees of Controlled  Group Members shall be treated as employed
by a single employer and all Controlled  Group Members shall be considered to be
a single Employer.

         2.20 "DISABILITY" shall mean the inability to engage in any substantial
gainful  activity  by reason of any  medically  determinable  physical or mental
impairment  that can be expected to result in death or to be of  continuous  and
indefinite  duration,  as evidenced by  qualification  for long term  disability
benefits under the federal Social Security system.

         2.21  "EFFECTIVE  DATE" shall mean  January 1, 1998 for the  amendment,
restatement,  conversion  and  continuation,  and  for  this  consolidation  and
continuation of the Retirement Plan (originally  effective  January 1, 1982) and
the ESOP  (originally  effective  January 1, 1984).  The Plan  reflected by this
document consolidates amendments made to the Plan and is intended to comply with
the  requirements of the Small Business Job Protection Act of 1996, the Taxpayer
Relief  Act  of  1997,  and  related   legislation  and  other  guidance  issued
thereunder.  Effective as of January 1, 2002,  or such other date as provided in
the Plan,  or as required (and to the extent  required) by  applicable  law, the
Plan is amended to include certain  provisions and amendments in accordance with
the


                                       7
<PAGE>

provisions of The Economic Growth and Tax Relief Reconciliation Act of 2001 and
related legislation, regulations, and other administrative guidance related
thereto in addition to certain related design amendments. In addition, effective
as of January 14, 2002, this Plan document includes various design changes to
facilitate investment diversification. Finally, effective January 1, 2003, the
Plan was amended for certain design changes and to meet the safe harbor
nondiscrimination requirements of Code Sections 401(k)(12) and 401(m)(11) (and
the regulations and other guidance issued thereunder).

         2.22 "ELECTIVE  DEFERRALS" shall mean contributions made to the Plan on
behalf of the  Participant  by the Employer at the  election of the  Participant
pursuant to a Salary  Deferral  Agreement  in lieu of cash  Compensation  to the
Participant, pursuant to Section 4.1.

         2.23 "ELIGIBLE EMPLOYEE" shall mean any Employee,  other than Employees
excluded  in  this  Section,   who  becomes  eligible,   after  completing  such
eligibility  requirements  as are described at Section 3.1 of this Plan, to make
an Elective Deferral, or to receive a Qualified Matching Contribution or Regular
Matching Contribution (including Forfeitures thereof).  Although a rollover will
be  accepted  by the Plan  pursuant  to its terms any time  after an  individual
becomes an Employee,  that  individual will not be eligible to share in Employer
Contributions  or make  Elective  Deferrals  until the  Participant  becomes  an
"Eligible  Employee".  Employees who are excluded from being Eligible  Employees
are:

            (a)  Employees  included  in  a  unit  of  employees  covered  by  a
collective    bargaining   agreement   between   the   Employer   and   Employee
representatives,  unless  retirement  benefits  were the  subject  of good faith
bargaining,  if two percent or less of the  Employees  of the  Employer  who are
covered  pursuant  to that  agreement  are  professionals  as defined in Section
1.410(b)-9(g) of the Regulations,  and if such agreement,  by specific reference
to the Plan, provides for participation in the Plan. For this purpose,  the term
"Employee  representatives"  does not include any organization more than half of
whose  members are  employees  who are owners,  officers  or  executives  of the
Employer.

            (b) individuals who are Leased Employees, and

            (c) an Employee who makes a one-time  irrevocable  election upon the
Employee's  commencement  of employment with the Employer or upon the Employee's
first becoming eligible under the Plan not to receive accruals or other benefits
under this Plan.

         2.24  "EMPLOYEE"  shall mean any common law  employee  of the  Employer
maintaining the Plan or of any other employer required to be aggregated with the
Employer under Section 414(b),  (c), (m) or (o) of the Code. If an individual is
not  considered  to be an  "Employee"  of an  Employer in  accordance  with this
Section  for a Plan  Year,  a  subsequent  determination  by the  Employer,  any
governmental agency or court that the individual is a common law employee of the
Employer, even if such determination is applicable to prior years, will not have
a retroactive effect for purposes of eligibility to participate in the Plan.

                                       8
<PAGE>


         2.25 "EMPLOYEE  STOCK  OWNERSHIP  PLAN" or "ESOP" shall mean the Dollar
General  Corporation  Employee  Stock  Ownership  Plan which is hereby  amended,
restated,  converted and  continued,  together with the  Retirement  Plan, as of
January 1, 1998 as the Dollar General  Corporation 401(k) Savings and Retirement
Plan.

         2.26 "EMPLOYER" shall mean the Company, and any Controlled Group Member
that has  adopted  the  Plan,  with the  approval  of the Board and the Board of
Directors  of the  Controlled  Group  Member.  Employer  shall also  include any
partnership  under common  control  with the Company  within the meaning of Code
Section 414(c) and which is permitted by the Board to adopt the Plan.

         2.27 "EMPLOYER ACCOUNTS" shall mean the following  individual Accounts,
which are subject to the Vesting Schedule:

            (a) Employer Matching Account;
            (b) Employer Profit Sharing Account;
            (c) Retirement Plan Account;
            (d) ESOP Stock Account;
            (e) ESOP Investment Account;
            (f) ESOP Forfeiture Suspense Account; and
            (g) PAYSOP Account.

         Note that the Elective  Deferral Account and the Qualified  Nonelective
Employer  Contribution  Account are accounts in which all Participants are fully
vested  at all times and hence are not  subject  to the  Vesting  Schedule.  The
Retirement Plan Forfeiture  Suspense Account and the ESOP Suspense  Accounts are
credited with nonvested amounts after the application of the Vesting Schedule to
the above Employer Accounts,  as described herein, and prior to forfeiture,  and
hence such Forfeiture Accounts are not subject to the Vesting Schedule.

         2.28  "EMPLOYER  CONTRIBUTION  FORFEITURE"  shall  mean the  non-vested
portion of a Participant's Employer Accounts (other than the Forfeiture Suspense
Account) which are forfeited  pursuant to the  application of the Plan's Vesting
Schedule.  Such  Forfeitures  under this Plan  shall be used to offset  targeted
Employer Matching Contributions.

         2.29 "EMPLOYER  CONTRIBUTIONS"  shall mean,  with respect to the 401(k)
Plan, the Qualified  Nonelective Employer  Contributions,  the Employer Matching
Contributions and the Employer Profit Sharing Contributions.

         2.30 "EMPLOYER  MATCHING  CONTRIBUTIONS"  shall mean the  Contributions
made to the Plan  pursuant to Section 4.2 on behalf of a  Participant  who makes
Elective Deferrals to the Plan.

         2.31  "EMPLOYER  PROFIT  SHARING  CONTRIBUTIONS"  shall  mean  Employer
contributions  (other than  Qualified  Nonelective  Employer  Contributions  and
Employer Matching Contributions).

         2.32  "EMPLOYER  STOCK" shall mean stock issued by the Company which is
readily tradeable on a national securities exchange.

                                       9
<PAGE>


         2.33 "EMPLOYER  STOCK FUND" shall mean a separate  unitized  investment
fund  designed  solely to invest  primarily in Employer  Stock  purchased by the
Trustee  on the open  market  or  otherwise,  as  determined  by the  Committee.
Notwithstanding  the  foregoing,  such portion of the Employer Stock Fund may be
invested in cash as deemed  necessary and  advisable by the Trustee,  consistent
with the Trustee's duties and obligations, (or by any other named fiduciary with
authority to direct the Trustee as to such investment) including the anticipated
liquidity needs of the Employer Stock Fund.

         2.34 "ENTRY DATE" shall mean the first day of the first payroll  period
commencing as soon as practicable after an Eligible  Employee's date of hire (or
rehire,  or, if later,  the date the  Employee  otherwise  becomes  an  Eligible
Employee)  with  respect to the  Eligible  Employee's  ability to have  Elective
Deferrals  or Rollover  Contributions  made to the Plan and the first day of the
first  payroll  period  commencing as soon as  practicable  after the January 1,
April 1, July 1 or  October 1  coincident  with or next  following  an  Eligible
Employee's  completion of the eligibility  requirements with respect to Employer
Contributions,  except as  provided  at Section  3.3 hereof  regarding a rehired
Employee who is not charged with a Break in Service.

         2.35  "ERISA"  shall mean  Public Law  93-406,  popularly  known as the
"Employee Retirement Income Security Act of 1974", as amended.

         2.36 "ESOP" shall mean the Dollar  General  Corporation  Employee Stock
Ownership Plan.

         2.37 "ESOP ACCOUNTS" shall mean the following individual Accounts:

            (a) the ESOP Stock Account;
            (b) the ESOP Investment Account;
            (c) the PAYSOP Account;
            (d) the ESOP Suspense Account; and
            (e) the ESOP Forfeiture Account.

         2.38 "EXCESS AGGREGATE  CONTRIBUTIONS"  shall mean, with respect to any
Plan Year, the excess of:

            (a) the aggregate Contribution Percentage Amounts taken into account
in computing  the  numerator of the  Contribution  Percentage  actually  made on
behalf of Highly Compensated Employees for such Plan Year, over

            (b) the maximum  Contribution  Percentage  Amounts  permitted by the
Average Contribution  Percentage test (determined by reducing contributions made
on  behalf  of  Highly  Compensated  Employees  in order  of their  Contribution
Percentages beginning with the greatest dollar amount of contributions otherwise
included in determining Contribution Percentages).

                                       10
<PAGE>


         Such  determination  shall  be  made  after  first  determining  Excess
Elective  Deferrals  pursuant  to  Section  2.40  and  then  determining  Excess
Contributions pursuant to Section 2.39.

         2.39 "EXCESS  CONTRIBUTIONS" shall mean, with respect to any Plan Year,
the excess of:

            (a) the aggregate amount of Elective  Deferrals  actually taken into
account  in  computing  the Actual  Deferral  Percentage  of Highly  Compensated
Employees for such Plan Year, over

            (b) the maximum amount of such Contributions permitted by the Actual
Deferral Percentage test (determined by reducing contributions made on behalf of
Highly  Compensated  Employees  in order  of the  Actual  Deferral  Percentages,
beginning with the greatest dollar amount of Elective Deferrals).

         2.40 "EXCESS ELECTIVE  DEFERRALS"  shall mean those Elective  Deferrals
that are includable in a Participant's  gross income under Section 402(g) of the
Code to the extent such  Participant's  Elective  Deferrals  for a taxable  year
exceed the dollar limitation under such Code section. Excess Elective Deferrals,
to the extent not distributed  from the Plan pursuant to Sections  5.2(b)(2) and
(3), shall be treated as Annual Additions under the Plan.

         2.41 "FAIR MARKET  VALUE" shall mean,  with respect to Employer  Stock,
the price of such security prevailing on a national securities exchange.  To the
extent that Participants'  accounts are invested in mutual funds or other assets
for which  daily  pricing is  available  ("Daily  Pricing  Media"),  all amounts
contributed  to the Plan will be invested  at the time of the actual  receipt by
the Daily  Pricing  Media,  and the balance of each  Account  shall  reflect the
results of such daily pricing from the time of actual  receipt until the time of
distribution.  All other assets of the Plan shall be valued at Fair Market Value
as determined by the Trustee.

         2.42  "FIVE-PERCENT  OWNER"  shall  mean  any  person  who  owns (or is
considered  as owning  within the  meaning of Section 318 of the Code) more than
five  percent  (5%) of the  outstanding  stock of a corporate  Employer or stock
possessing more than five percent (5%) of the total combined voting power of all
stock of the  Employer  or more than five  percent  (5%) of the  interest in the
non-corporate Employer and is described in Code Section 416(i).

         2.43 "FORFEITURE SUSPENSE ACCOUNT" shall mean each individually,  or in
the aggregate,  the Retirement  Plan  Forfeiture  Suspense  Account and the ESOP
Suspense Account which hold Account  balances after a Participant's  termination
of  Service  and  prior  to  such  balances   becoming   Employer   Contribution
Forfeitures. Provided records are kept which protect the Participants' benefits,
rights and features as described in Treasury  Regulation  Section  1.401(a)(4)-4
and  the  "Section  411(d)(6)  protected  benefits"  as  described  in  Treasury
Regulation Section  1.411(d)-4,  the recordkeeper for the Plan may establish and
maintain  all  such  Accounts,  for  recordkeeping  purposes  only,  as a single
Forfeiture Suspense Account.

                                       11
<PAGE>


         2.44 "401(K)  DISCRIMINATION  FORFEITURES"  shall mean, with respect to
testing  for  nondiscrimination   under  this  Plan,  any  Excess  Contributions
distributed  pursuant  to  Section  5.2(e) and  Excess  Aggregate  Contributions
forfeited pursuant to Section 5.5(b).

         2.45  "401(K)  PLAN  ACCOUNTS"  shall  mean  the  following  individual
Accounts:

            (a) Elective Deferral Account;
            (b) Qualified Nonelective Employer Contribution Account;
            (c) Employer Matching Account;
            (d) Employer Profit Sharing Account; and
            (e) Rollover Account.


         2.46 "HIGHLY COMPENSATED EMPLOYEE" shall mean any Employee who performs
Service for the Employer who:

            (a) was a  Five-Percent  Owner  at any time  during  the year or the
preceding year; or

            (b) for the preceding year:

               (1) had  Compensation  (as described in Section 2.16 hereof) from
the Employer in excess of $80,000,  as adjusted pursuant to Code Section 415(d);
and

               (2) was in the top-paid group of Employees for such year.

         An Employee shall be deemed in the top-paid group of Employees for any
year if such Employee is in the group consisting of the top 20 percent of
Employees when ranked on the basis of Compensation (as described in Section 2.16
hereof) paid during the year.

         2.47 "HOUR OF SERVICE"

            (a) With respect to Employees  compensated  on an hourly basis,  the
term "Hours of Service" shall mean the following:

               (1) Each actual  hour for which an Employee is paid,  or entitled
to payment, for the performance of duties for the Employer during the applicable
computation  period, or if the Employee is a salaried Employee,  each hour which
is imputed to such  salaried  Employee  under  Department  of Labor  Regulations
Section 2530.200b-3.

               (2) Each actual  hour for which an Employee is paid,  or entitled
to  payment,  by the  Employer  on account of a period of time  during  which no
duties are  performed  (irrespective  of whether  the Service  relationship  has
terminated,  but limited  only to those hours earned or accrued  while  actually
employed  by  the  Employer)  due  to  vacation,  holiday,  illness,  incapacity
(including  disability  up to five (5)  months),  jury  duty,  military  duty or
approved leave of

                                       12
<PAGE>

absence (provided such approval is granted by the Employer in writing in
advance); provided, however, that, with respect to this subsection:

                   (A) no more than five  hundred  one  (501)  Hours of  Service
shall be  credited to an  Employee  on account of any single  continuous  period
during which the Employee  performs no duties (whether or not such period occurs
in a single computation period),

                   (B) hours for which an Employee  is  directly  or  indirectly
paid, or entitled to payment,  on account of a period during which no duties are
performed  shall not be  credited  if such  payment  is made or due under a plan
maintained  solely  for  the  purpose  of  complying  with  applicable  workers'
compensation, unemployment compensation or disability insurance laws, and

                   (C) hours shall not be credited  for a payment  which  solely
reimburses an Employee for medical or medically-related expenses incurred by the
Employee.

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

            (b) With respect to Employees  compensated on a salaried basis,  the
term "Hour of Service" shall be computed in any computation  period on the basis
of  equivalents   based  on  periods  of  employment   described  in  29  C.F.R.
ss.2530.200b-3(e)(1) as follows:

               (1) on the  basis  of  days  of  employment,  if an  Employee  is
credited  with ten (10)  Hours of  Service  for each day for which the  Employee
would be  required  to be  credited  with at least  one (1) Hour of  Service  if
Subsection (a) hereof were applicable to that Employee;

               (2) on the  basis of  weeks  of  employment,  if an  Employee  is
credited  with  forty-five  (45)  Hours of  Service  for each week for which the
Employee  would be required to be credited with at least one (1) Hour of Service
if Subsection (a) hereof were applicable to that Employee;

               (3) on the basis of semi-monthly  payroll periods, if an Employee
is credited with ninety-five (95) Hours of Service for each semi-monthly payroll
period for which the Employee would be required to be credited with at least one
(1) Hour of Service if  Subsection  (a) hereof were  applicable to the Employee;
and

               (4) on the basis of  months of  employment,  if the  Employee  is
credited with one hundred ninety (190) Hours of Service for each month for which
the  Employee  would be required  to be  credited  with at least one (1) Hour of
Service if Subsection (a) hereof were applicable to the Employee.

                                       13
<PAGE>


         For purposes of this  Subsection  (b), the Plan may credit all Hours of
Service for a period of no more than 31 days that extends beyond one computation
period to either the first or second computation period, provided the allocation
is consistently  applied to all Employees within the same reasonably defined job
classification.

            (c) Each hour for which  back pay,  irrespective  of  mitigation  of
damages,  is either  awarded or agreed to by the Employer.  The same hours shall
not be  credited  both  under  Subsection  (a)(l),  (a)(2) or (b) and under this
Subsection  (c). Hours credited for back pay under this  Subsection with respect
to periods  described in Subsection  (a)(2) shall be subject to the  limitations
set forth in Subsection (a)(2).

            (d) Each hour for  which an  Employee  is  absent  from work for any
period by reason of the pregnancy of the  Employee,  the birth of a child of the
Employee, placement of a child with the Employee in connection with the adoption
of such child by such  Employee or for  purposes  of caring for such child,  but
solely for determining whether an Employee has incurred a Break in Service.  The
hours to be credited to such Employee in accordance with this subparagraph shall
be the Hours of Service  which  otherwise  would  normally have been credited to
such  Employee  but  for  such  absence,  or in  any  case  in  which  the  Plan
Administrator  is unable to determine such Hours of Service,  eight (8) Hours of
Service per day of such absence;  provided,  however,  that with respect to this
subsection:

               (1) no more than five hundred one (501) Hours of Service shall be
credited to an Employee by reason of any one (1) such pregnancy or placement,

               (2) such  hours  shall be treated as Hours of Service in the Plan
Year in which the absence from work begins,  if the Employee  would be prevented
from  incurring a Break in Service in such Plan Year solely  because  periods of
absence  are  treated  as  Hours  of  Service,  or in  any  other  case,  in the
immediately following year, and

               (3) no Hours of Service  will be  credited  unless  the  Employee
furnishes  to the  Plan  Administrator  such  timely  information  as  the  Plan
Administrator may reasonably  require to establish that the absence from work is
for reasons  referred to in this subsection  including a statement of the number
of days for which there was such an absence.

            (e) The provisions of paragraph (b) and (c) of 29 C.F.R.ss.2530.2b-2
regarding  equivalencies  based on periods of  employment  shall be  observed in
crediting Hours of Service under this Section, which paragraphs are incorporated
herein by reference.

     2.48 "INACTIVE PARTICIPANT" shall mean a Participant who is not entitled to
share in the  allocation  of any  contributions  to the Plan,  such as  Elective
Deferrals,   Employer   Matching   Contributions,    Employer   Profit   Sharing
Contributions  and,  prior to January 1, 2003,  Qualified  Nonelective  Employer
Contributions,  and including,  but not limited to, a Participant who terminated
employment with the Employer but has not received a complete distribution of all
Accounts maintained on his behalf by the Plan.

                                       14
<PAGE>


     2.49 "LEASED EMPLOYEE" shall mean any person (other than an employee of the
recipient  employer) who pursuant to an agreement between the recipient employer
and any other person  ("leasing  organization")  has performed  services for the
recipient  employer (or for the  recipient  and related  persons  determined  in
accordance  with  Section  414(n)(6) of the Code) on a  substantially  full-time
basis for a period of at least one (1) year,  and such  services  are  performed
under the primary direction or control of the service  recipient.  Contributions
or benefits  provided a Leased  Employee by the leasing  organization  which are
attributable to services  performed for the recipient  employer shall be treated
as provided by the recipient employer.

     2.50 "LIFE ANNUITY" shall mean an immediate annuity provided for payment of
a level monthly amount for the Participant's lifetime.

     2.51 "NON-HIGHLY  COMPENSATED EMPLOYEES" shall mean those Employees who are
not Highly Compensated Employees.

     2.52 "NORMAL RETIREMENT AGE" shall mean sixty-five (65) years of age.

     2.53 "NORMAL RETIREMENT DATE" shall mean the last day of the month in which
a Participant attains the Participant's sixty-fifth (65th) birthday.

     2.54  "PARTICIPANT"  shall mean an  Eligible  Employee  who  satisfies  the
requirements of Section 3.1(a), for purposes of the Plan provisions  relating to
Elective  Deferrals  and  Rollover  Contributions  and an Eligible  Employee who
satisfies  the  requirements  of  Section  3.1(b),   for  purposes  of  Employer
Contributions.

     2.55  "PLAN" or  "401(K)  PLAN"  shall mean this plan  entitled  the Dollar
General  Corporation  401(k) Savings and Retirement Plan as contained herein and
as amended from time to time.

     2.56 "PLAN  YEAR" shall mean the twelve (12)  consecutive  month  period of
January 1 through December 31.

     2.57  "QUALIFIED  DOMESTIC  RELATIONS  ORDER"  shall  mean  a  court  order
described in Section 16.5 of the Plan.

     2.58 "QUALIFIED JOINT AND SURVIVOR ANNUITY" shall mean an immediate annuity
providing a level monthly amount for the life of the Participant with a survivor
annuity for the life of the Spouse which is equal to fifty  percent (50%) of the
amount of the annuity that is payable for the joint lives of the Participant and
the Spouse;  the Qualified Joint and Survivor  Annuity may be waived as provided
in Article 10.

     2.59 "QUALIFIED  NONELECTIVE EMPLOYER  CONTRIBUTIONS" shall mean, effective
for  contributions  made for Plan  Years  beginning  prior to  January  1, 2003,
Employer  Contributions  other than Employer  Matching  Contributions,  Employer
Profit Sharing Contributions, or Employee Elective Deferrals treated as Employer
Contributions under Section 401(k) of the Code.

                                       15
<PAGE>


     2.60  "QUALIFIED  PRERETIREMENT  SURVIVOR  ANNUITY" shall mean the survivor
annuity  purchased  with one  hundred  percent  (100%) of the  remaining  Vested
Retirement   Plan  Account   balance  of  a  Participant  who  dies  before  the
Participant's  benefits  under the Plan  commence;  the Qualified  Preretirement
Survivor Annuity may be waived as provided in Articles 7 and 10.

     2.61 "RETIREMENT PLAN" shall mean the Dollar General  Retirement Plan which
was a money purchase  pension plan  originally  effective on January 1, 1982 and
last restated completely effective January 1, 1989.

     2.62  "RETIREMENT  PLAN  ACCOUNTS"  shall  mean  the  following  individual
Accounts:

            (a)  the Retirement Plan Account; and
            (b)  the Retirement Plan Forfeiture Suspense Account.

     2.63 "SALARY DEFERRAL  AGREEMENT" shall mean the participation form wherein
a Participant  elects to have the Employer make Elective Deferrals of what would
have  been  the  Participant's  Compensation  to the Plan  (but for such  Salary
Deferral Agreement).

     2.64 "SERVICE" shall mean the Employee's employment with the Employer.  For
purposes of the computation of the "Year of Eligible Service," "Year of Service"
and "Year of Vesting  Service",  Service for the Employer,  if any, prior to the
Effective Date of this Plan amendment, restatement,  conversion and continuation
shall be included, but only to the extent it was included as a "Year of Service"
for purposes of determining eligibility, service or vesting, respectively, under
either the  Retirement  Plan or the ESOP.  In no event  shall the same Period of
Service be counted  twice  under this Plan.  A  Participant's  Service  past the
Participant's Normal Retirement Date shall continue to be counted hereunder.

     2.65 "SPOUSE"  shall mean the actual  Spouse of a  Participant  or a former
Spouse of the  Participant  if and to the  extent  such  former  Spouse is to be
treated as a Spouse or  surviving  Spouse under a Qualified  Domestic  Relations
Order described in Section 414(p) of the Code.

     2.66 "TRUST" shall mean the trust established under the Trust Agreement.

     2.67 "TRUST AGREEMENT" shall mean the trust instrument established pursuant
to and as an integral part of this Plan, as amended.

     2.68  "TRUST  FUND" or "FUND"  shall  mean the assets  held by the  Trustee
pursuant to the Trust Agreement.

     2.69 "TRUSTEE" shall mean the trustee or co-trustees appointed by the Board
or by other  corporate  action to hold and  invest  the assets of the Trust Fund
pursuant to Article 17.

     2.70  "UNIT"  shall mean the unit of  measure  by which each  Participant's
proportionate  interest in the  underlying  assets of the Employer Stock Fund is
expressed.

                                       16
<PAGE>


         2.71  "UNIT  VALUE"   shall  mean  the  value  of  each   Participant's
proportionate interest in the underlying assets of the Employer Stock Fund.

         2.72  "VESTED"  shall  mean  the  portion  of an  Account  to  which  a
Participant  has a  nonforfeitable  interest  as  determined  under  Section 8.2
hereof.

         2.73 "VESTED  BENEFIT" shall mean the portion of all of the Accounts to
which a Participant has a  nonforfeitable  interest as determined  under Section
8.2.

         2.74 "VESTING SCHEDULE" shall mean that schedule set out at Section 8.2
hereof, and the top-heavy vesting schedule set out at Section 15.3 hereof, which
describes the Years of Vesting  Service  required for the  nonforfeitability  of
Account balances of a Participant.

         2.75  "YEAR  OF  ELIGIBILITY   SERVICE"  shall  mean  the  twelve  (12)
consecutive  month  period  measured  from the  date of hire  during  which  the
Employee is credited with 1,000 or more Hours of Service. If the Employee is not
credited  with 1,000 Hours of Service  during the first twelve (12) month period
as  measured  from the  Employee's  date of hire,  then the Year of  Eligibility
Service shall be based on a Year of Service  definition at Section 2.76 which is
based on the Plan Year,  beginning with such Year of Service  commencing with or
within the initial  twelve (12) month  period  beginning  on date of hire and on
each  subsequent  Plan Year. The  computation  of Years of  Eligibility  Service
before and after a Break in Service are subject to the provisions of Section 3.3
hereof.

         2.76 "YEAR OF  SERVICE"  shall mean a Plan Year in which an Employee is
credited with 1,000 Hours of Service, subject to Section 3.3.

         2.77  "YEAR OF VESTING  SERVICE"  shall  mean the  Employee's  Years of
Service. The computation of Years of Vesting Service before and after a Break in
Service are subject to the provisions of Section 8.4 hereof.

                        3. ELIGIBILITY AND PARTICIPATION

         3.1 ELIGIBILITY

            (a)  Elective  Deferrals.  Except as  provided in Section  2.23,  an
Employeeshall become an Eligible Employee, solely for purposes of being eligible
to have Elective Deferrals or Rollover Contributions contributed to the Plan, as
of his applicable Entry Date.

            (b) Employer  Contributions.  An Eligible Employee shall be entitled
to receive an allocation of Employer Contributions,  including Employer Matching
Contributions   and  Employer   Profit  Sharing   Contributions,   if  any  such
contributions  are  made by the  Employer  to the  Plan,  as of the  Entry  Date
coinciding with or next following the Eligible Employee's  completion of one (1)
Year of Eligibility Service.


                                       17
<PAGE>


         3.2 PARTICIPATION

            (a) Every person who was a Participant in either the Retirement Plan
or the  ESOP,  and who on the  Effective  Date of this  amendment,  restatement,
conversion and continuation of this Plan was an Employee of an Employer shall be
eligible to participate in this Plan according to its terms and conditions,  and
shall automatically  become a Participant in this Plan as of such Effective Date
by  executing  an  application  form in  accordance  with Article 4 and a Salary
Deferral Agreement in accordance with Section 4.1.

            (b) Each Eligible Employee who is not already a Participant pursuant
to subsection (a) shall become a Participant on the next  applicable  Entry Date
on or next  following  the date the  Eligible  Employee  meets  the  eligibility
requirements  of Section 3.1 and has executed an application  form in accordance
with Article 4 and a Salary Deferral Agreement in accordance with Section 4.1.

            (c) An Eligible Employee shall remain an Eligible Employee until the
Participant retires, dies, or otherwise terminates employment with the Employer,
and shall  remain  an  Inactive  Participant  until  the  Participant  no longer
maintains any Account balance in the Plan.

     3.3  REEMPLOYMENT.  If  an  Eligible  Employee  who  became  a  Participant
terminates  Service  and  then is  reemployed  by the  Employer  as an  Eligible
Employee,  the Employee will become a Participant as of his date of reemployment
if and to the extent that he otherwise  meets the  requirements  of Section 2.23
and  Section 3.1 upon such  reemployment.  If an  Eligible  Employee  terminates
Service prior to the completion of one year of  Eligibility  Service and then is
rehired by an Employer without having incurred a one-year Break in Service,  his
Service prior to his termination  will be considered for purposes of determining
whether he has completed a Year of Eligibility  Service.  If such an Employee is
rehired by an Employer after having  incurred a one-year  Break in Service,  his
Service  prior  to his  termination  will  not be  considered  for  purposes  of
determining whether he has a Year of Eligibility Service.

     3.4 RETURN TO ELIGIBLE CLASS.  If a Participant  becomes no longer a member
of an eligible  classification of Employees and therefore becomes  ineligible to
participate,  such Employee will be eligible to  participate  again  immediately
upon  returning to an eligible  classification  of Employees,  subject to having
completed  the  eligibility  requirements  of Section 3.1 and Section 3.2. If an
Employee who is not a member of an eligible  classification of Employees becomes
a  member  of  an  eligible  classification,   such  Employee  will  participate
immediately  if  such  Employee  has  satisfied  the  minimum  age  and  service
requirements and would have otherwise,  but for such classification,  previously
become a Participant.

     3.5 TRANSFERS AMONG  EMPLOYERS WHICH ARE CONTROLLED  GROUP MEMBERS OR AMONG
EMPLOYERS WHICH ARE MAJORITY OWNED. A transfer of an Employee  directly from one
Employer which is a Controlled  Group Member or from a business  organization of
which the Company owns the majority thereof (i.e., a majority owned Employer) to
another shall not constitute a termination of employment or an  interruption  in
Service; provided, however, that there shall be no duplication of benefits.

                                       18
<PAGE>


     3.6  ACCEPTANCE.  The Plan  shall not be  deemed  either  to  constitute  a
contract  between  the  Employer  and any  Employee  or  Participant  or to be a
consideration   or  an  inducement   for  the  employment  of  any  Employee  or
Participant.  No  provision  of the Plan shall be deemed to abridge or limit any
managerial  right of the  Employer or to give any  Employee or  Participant  the
right to be  retained  in  employment,  or to  interfere  with the  right of the
Employer to discharge any Employee or Participant at any time, regardless of the
effect which such discharge may have upon the  Participant as a Participant.  By
the Participant's act of participation  herein,  each Participant,  on behalf of
himself, the Participant's heirs, assigns and Beneficiary or Beneficiaries shall
be deemed  conclusively  to have agreed to and accepted the terms and conditions
of the Plan.

     3.7 ABSENCE IN THE ARMED SERVICES. If an Employee leaves the Service of the
Employer to enter the  uniformed  services  of the United  States of America but
returns to Service with the Employer  under  circumstances,  and within the time
limits,  described  by Public  Law  103-353,  popularly  called  the  "Uniformed
Services  Employment and Reemployment  Rights Act of 1994"  ("USERRA"),  such as
would entitle the Employee to coverage  under,  and the  protection  of, USERRA,
then such Employee, to the extent required by law:

            (a) shall be treated  as not  having  incurred a Break in Service by
reason of such person's period or periods of service in the uniformed services;

            (b) shall be treated as if each  period  served by the person in the
uniformed  services  constituted  Service  with the  Employer  for  purposes  of
determining  the  nonforfeitability  of the  person's  Accounts and the person's
eligibility to share in the allocation of contributions under this Plan; and

            (c) effective  December 12, 1994,  notwithstanding  any provision 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).

     3.8  LEASED EMPLOYEE

            (a) Leased Employees shall not be eligible to participate in the
Plan.

            (b) Notwithstanding the foregoing Subsection  (a),  for purposes of
testing  compliance  of the Plan  with the  nondiscrimination  rules of  Section
401(a)(4) of the Code, the participation rules of Section 401(a)(26) of the Code
and the coverage rules of Section 410(b) of the Code,  Leased Employees shall be
considered to be  "Employees."  However,  an individual  who would  otherwise be
treated as a Leased Employee for purposes of this paragraph shall not be treated
as an Employee of the Employer if:

               (1) such Leased  Employee is covered by a plan  maintained by the
leasing organization which is a qualified  non-integrated money purchase pension
plan  providing:  (i) an employer  contribution of at least ten percent (10%) of
the Leased Employee's  compensation,  (ii) full and immediate vesting, and (iii)
immediate eligibility to participate for any Leased Employee who, in


                                       19
<PAGE>

each plan year during the four  (4)-year  period  ending  with the current  plan
year, has compensation in excess of one thousand dollars ($1,000); and

               (2) the number of Leased  Employees does not constitute more than
twenty percent (20%) of the Non-Highly Compensated Employees of the Employer.

         3.9  CORRECTING  ADMINISTRATIVE  ERRORS.  If, with  respect to any Plan
Year,  an  administrative  error  results in a  Participant's  Account not being
properly  credited  with  the  amounts  of  Employer   Contributions,   Elective
Deferrals, or earnings on any such amounts, corrective Employer Contributions or
Account  reallocations  may be made in accordance with this Section.  Solely for
the purpose of placing any affected  Participant's  Account in the position that
the Account would have been in had no error been made:

            (a)  The   Employer  may make  additional  contributions   to  such
Participant's Account; or

            (b) The Plan Administrator may reallocate existing contributions
among the Accounts of affected Participants.

     In addition,  with  respect to any Plan Year,  if an  administrative  error
results in an amount being credited to an Account for a Participant or any other
individual who is not otherwise  entitled to such amount,  corrective action may
be taken by the  Employer,  including,  but not limited  to, a direction  by the
Employer to forfeit amounts  erroneously  credited (with such  forfeitures to be
used to reduce  future  Employer  Contributions  or other  contributions  to the
Plan),  reallocate  such  erroneously  credited  amounts to other  Participants'
Accounts,   or  take  such  other  corrective  action  as  necessary  under  the
circumstances.  Any  Plan  administration  error  may  be  corrected  using  any
appropriate  correction  method  permitted  under the Employee Plans  Compliance
Resolution  System  (or any  successor  procedure),  as  determined  by the Plan
Administrator in its discretion.

                                4. CONTRIBUTIONS

         4.1 ELECTIVE DEFERRALS

            (a) In General. Each Participant will be eligible to make  Elective
Deferrals  under  the  Plan.  Each  Participant  who  desires  to make  Elective
Deferrals shall enter into a Salary Deferral Agreement,  in accordance with such
procedures  established from time to time by the Employer (including through the
use of  written,  telephonic,  electronic,  or other  means,  as approved by the
Employer).  The terms of the Salary  Deferral  Agreement  shall provide that the
Participant  agrees to accept a reduction in  Compensation  from the Employer by
not less than one percent (1%) and not more than fifteen percent (15%), in whole
percentage points, subject to the otherwise applicable limitations in Section 5.
Effective  for  payroll  periods  beginning  on and after  January  1,  2003,  a
Participant  may reduce his  Compensation  by not less than one percent (1%) and
not more than twenty-five percent (25%), in whole percentage points, and subject
to the otherwise applicable limitations in Section 5.

                                       20
<PAGE>


            (b) Salary  Deferral  Elections.  In  consideration  of such  Salary
Deferral Agreement, each payroll period (beginning with the first payroll period
practicable  after receipt and approval of the Salary Deferral  Agreement by the
Employer)  the Employer  will make a  contribution  equal to each  Participant's
chosen  Elective  Deferral  to the  Plan  for  such  payroll  period  as soon as
reasonably  possible,  but not later than  fifteen (15) days from the end of the
month  following  when  the  Elective  Deferrals  would  have  been  paid to the
Participant. Each Participant's Compensation shall be reduced correspondingly by
the amount of that Participant's  Elective Deferral during the payroll period by
the  Employer  pursuant  to  the  Salary  Deferral   Agreement.   Once  made,  a
Participant's Salary Deferral Agreement shall continue in effect until such time
as the Participant elects otherwise as provided herein or terminates employment.
A Participant may amend a prior Salary Deferral  Agreement or cease all Elective
Deferrals  at any time by  entering  into a new  Salary  Deferral  Agreement  in
accordance  with such procedures  established  from time to time by the Employer
(including through the use of written,  telephonic,  electronic, or other means,
as approved by the Employer). Any such change or cessation shall be effective as
of the first payroll period practicable after receipt and approval of the change
or cessation by the Employer. Any such change or cessation of Elective Deferrals
shall be considered to continue until the  Participant  enters into a new Salary
Deferral Agreement.

         The  Salary  Deferral  Agreement  of a  Participant  who  is  a  Highly
Compensated  Employee may be amended by the  Administrator  at any time and from
time to time without the consent of the Highly Compensated  Employee to decrease
or  completely  stop the amount of the Elective  Deferrals  for the balance of a
Plan Year if an interim or prospective  Actual  Deferral  Percentage  test study
indicates  that  the  Participant  will  have  Excess  Contributions  or  Excess
Aggregate  Contributions  for the Plan Year.  Notice of such amendment  shall be
given  each  affected  Highly  Compensated   Employee  in  writing  as  soon  as
practicable  after  the  amendment  by the  recordkeeper.  A Highly  Compensated
Employee  affected  by the  amendment  must  enter  into a new  Salary  Deferral
Agreement in order to  reestablish or change the Highly  Compensated  Employee's
Elective Deferrals during the next following Plan Year.

         4.2 EMPLOYER MATCHING  CONTRIBUTIONS.  The Employer shall make Employer
Matching  Contributions to the Plan.  Employer Matching  Contributions  shall be
paid to the  Trust  with  respect  to each  payroll  period  on  behalf  of each
Participant  who elects to have  Elective  Deferrals  made by the  Employer.  In
accordance with the safe harbor  nondiscrimination  requirements of Code Section
401(k)(12) and Code Section  401(m)(11),  Employer Matching  Contributions  with
respect  to  Elective  Deferrals  made  during  a Plan  Year  quarter  shall  be
contributed  to the Plan by the last day of the  following  Plan  Year  quarter.
Employer  Contribution  Forfeitures,   and  401(k)  Discrimination   Forfeitures
attributable to forfeitures of Excess Aggregate  Contributions,  if any, arising
with  respect to a Plan Year shall be used to pay Plan  expenses  in  accordance
with  Section  5.4(c)  and,  to the extent  such  forfeitures  exceed  such Plan
expenses,   as  Employer   Matching   Contributions.   All   Employer   Matching
Contributions  (together with offsetting Employer  Contribution  Forfeitures and
401(k) Discrimination Forfeitures as described herein) shall be allocated to the
Employer  Matching  Account  and  invested  subject  to  Participant  investment
elections as provided in Section 17.5. Effective for Plan Years commencing prior
to January 1, 2003, and for any later Plan Years in which the  requirements  for
Code Section  401(k)(12)  and  401(m)(11)  are not met, in accordance  with Code
Regulation  Section  1.401(m)-1(a)(1)(i),  the Plan may limit Employer  Matching
Contributions  in  a


                                       21
<PAGE>

manner that prevents Excess  Aggregate  Contributions.  Effective for Plan Years
commencing  on or after January 1, 2003,  Employer  Matching  Contributions  are
intended  to satisfy  the safe  harbor  nondiscrimination  requirements  of Code
Section 401(k)(12) and Code Section  401(m)(11).  In compliance  therewith,  the
Employer   shall  provide  each   Eligible   Employee  that  has  satisfied  the
requirements  of  Section  3.1(b)  with a notice of the  Employee's  rights  and
obligations  under the Plan  (which  notice may be provided  through  electronic
media),  within a reasonable  period before the beginning of each Plan Year (or,
in the Plan Year in which an Eligible Employee first becomes eligible,  within a
reasonable period before becoming eligible), in accordance with the requirements
of Code Sections  401(k)(12) and 401(m)(11)  (and the  regulations  and guidance
issued thereunder).

         4.3 EMPLOYER PROFIT SHARING CONTRIBUTIONS

            (a)  In  General.   In  addition  to  the   discretionary   Employer
Contributions  set forth in  Section  4.2 above,  the  Employer  may  contribute
additional amounts to the Plan in any Plan Year as profit sharing contributions.
Such  contributions  by the  Employer  shall be  designated  as Employer  Profit
Sharing  Contributions.  All such Employer Profit Sharing Contributions shall be
invested  subject to  Participant  investment  elections  as provided in Section
17.5. The Employer shall not be required to make  discretionary  Employer Profit
Sharing Contributions to the Plan in every Plan Year, or in any Plan Year, or to
contribute  the same amount or to contribute  in accordance  with the same ratio
every Plan Year, but the Employer,  in its sole discretion,  shall determine the
amount of  discretionary  Employer Profit Sharing  Contributions,  if any, to be
made to the  Trust  under  the  Plan  each  Plan  Year.  Discretionary  Employer
Contributions  may be made on any date or dates  the  Employer  elects,  but the
total amount of its  discretionary  contribution for any Plan Year shall be paid
on or before the time  provided for a deduction:  namely,  within the period the
Employer  has to file its  annual  tax  return  covering  such Plan  Year,  plus
extensions  provided in the Code.  Notwithstanding  the foregoing,  the Employer
shall not  contribute  for any Plan Year an amount  which  exceeds  the  maximum
deduction allowable under Section 404 of the Code.

            (b)  Forfeitures  in Excess of Amount  Needed for Targeted  Employer
Match  Used  as  Profit   Sharing   Contributions.   Employer   Profit   Sharing
Contributions to the Plan shall be allocated to Employer Profit Sharing Accounts
of all eligible Participants in accordance with Section 5.3(c) hereof.  Employer
Contribution Forfeitures arising under this Plan with respect to that portion of
Accounts forfeited under the Vesting Schedule of Section 8.2 shall be used first
to pay Plan expenses,  as described in Section 5.4(c) and to the extent directed
by the  Administrator,  then to offset and  reduce  targeted  Employer  Matching
Contributions,  and  thereafter  shall be allocated for the Plan Year as if they
were Employer  Profit  Sharing  Contributions  for the Plan Year with respect to
which they arose.

         4.4 ROLLOVERS TO THIS PLAN

            (a) In General. Any Employee, regardless of whether the Employee has
met the  eligibility  requirements  of Article 3, may roll over to this Plan the
following  to be  established  and  maintained  in the  Participant's  name as a
separate account:

                                       22
<PAGE>


               (1)  Subject  to  the  rules,  the  Participant's  interest  in a
pension,  profit-sharing  or stock bonus plan qualified  under Section 401(a) or
403(a) of the Code to this Plan, provided that:

                    (A) the rollover consists of only cash;

                    (B) the amount  distributed from such plan is transferred to
this Plan no later than the 60th day after such distribution was received by the
Employee, or was transferred to this Plan directly from the distributing Plan in
the form of a direct rollover under Code Section 401(a)(31);

                    (C)  the  distribution  was  made  prior  to the  Employee's
reaching age 70 1/2; and

                    (D) the amount transferred to this Plan does not include any
voluntary  after-tax  employee  contributions  made by the Employee to the prior
plan.

               (2) An Individual  Retirement  Account  ("IRA")  qualified  under
Section  408 of the Code,  where the IRA was used as a conduit  from a  pension,
profit-sharing  or stock bonus plan qualified  under Section 401(a) or 403(a) of
the Code from which the distribution was initially made and the rollover is made
in accordance with Subsection (a),  provided that the amount so transferred does
not include  contributions  made by the  Employee to the IRA or earnings on such
contributions.

         (b) Fully Vested. An Employee's  interest in such rollover and earnings
thereon shall remain one hundred percent (100%) fully vested and  nonforfeitable
at all times.  Payment shall be made on the same basis as the Elective  Deferral
Account; provided,  however, that at any Allocation Date, each Participant shall
have  the  right  to  withdraw  any  part or all of the  Participant's  Rollover
Account.

         (c) No Effect on Annual Addition Calculation.  Such rollovers shall not
be considered  either in determining  the maximum Annual  Additions  permissible
under  the  Plan  pursuant  to  Section  5.7(c)(1)  or as any  form of  Employer
Contribution under this Plan.

         4.5  ROLLOVERS  FROM THIS PLAN. At the election of a  Distributee,  the
Trustee, at the time and in the manner prescribed by the Administrator, may make
a direct rollover of all or any portion of an Eligible Rollover  Distribution to
an Eligible Retirement Plan, subject to the following:

         (a) Eligible Rollover  Distribution:  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:

               (1) any  distribution  that is one of a series  of  substantially
equal periodic  payments (not less  frequently  than annually) made for the life
(or life  expectancy)  of the  Distributee  or the joint  lives  (or joint  life
expectancy) of the  Distributee or the joint lives (or joint life

                                       23



<PAGE>


expectancies) of the Distributee and the Distributee's Beneficiary,  or for a
specified period of ten years or more;

               (2) any distribution to the extent such  distribution is required
under Section 401(a)(9) of the Code;

               (3) the portion of any  distribution  that is not  includable  in
gross income  (determined  without  regard to the exclusion  for net  unrealized
appreciation with respect to Employer securities); or

               (4) to the extent so provided  under the Code,  any  distribution
made from this Plan on account of a financial hardship withdrawal.

         (b) Eligible  Retirement  Plan: An Eligible  Retirement  Plan is an IRA
described  in  Section  408(a) of the Code,  an  individual  retirement  annuity
described in Section  408(b) of the Code,  an annuity plan  described in Section
403(a) of the Code or a qualified  trust described in Section 401(a) of the Code
which  is  employed  with  a  defined   contribution   plan,  that  accepts  the
Distributee's  Eligible  Rollover  Distribution.  However,  in  the  case  of an
Eligible Rollover  Distribution to the surviving Spouse, an Eligible  Retirement
Plan is an IRA or individual retirement annuity.

         (c) Distributee: A Distributee includes an Employee or former Employee.
In  addition,  the  Employee's  or former  Employee's  surviving  Spouse and the
Employee's  or former  Employee's  Spouse or former  Spouse who is the alternate
payee under a Qualified  Domestic  Relations Order, as defined in Section 414(q)
of the Code,  are  Distributees  with  regard to the  interest  of the Spouse or
former Spouse.

         (d) Direct Rollover:  A Direct Rollover is a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.

         4.6 PROHIBITION OF REVERSION. Contributions made by the Employer to the
Plan shall be made  irrevocably and it shall be impossible for the assets of the
Plan to inure to the benefit of the  Employer or to be used in any manner  other
than for the exclusive purpose of providing  benefits to Participants,  Inactive
Participants,   retired  Participants  and  Beneficiaries,   and  for  defraying
reasonable expenses of administering the Plan; provided,  however,  that nothing
herein  shall be construed to prohibit the return to the Employer of all or part
of an Employer Contribution:

         (a) which is made by the  Employer  due to a mistake of fact,  provided
the return of such  contribution  is made  within one (1) year after the date of
payment thereof, or

         (b) to the extent a deduction  thereof under Section 404 of the Code is
disallowed,  provided the return of such  contribution  is limited to the amount
disallowed and is made within one (1) year after the disallowance.

         Earnings  attributable  to  the  contributions  to be  returned  to the
Employer will not be returned to the Employer,  but losses  attributable to such
contributions will reduce the amount to be returned.

                                       24
<PAGE>


                            5. PARTICIPANTS' ACCOUNTS

         5.1  ESTABLISHMENT  OF PARTICIPANTS'  ACCOUNTS.  Although the assets of
this Plan are  commingled  in the Trust and are available to pay any benefit due
from this Plan, as amended, restated,  converted and continued effective January
1, 1998,  the Trustee shall  establish and maintain,  or cause to be established
and  maintained  by a  third  party,  separate  bookkeeping  Accounts  for  each
Participant to which will be allocated and credited  contributions and earnings,
or debited for  distribution  of benefits,  losses and expenses.  In this regard
when  the  Plan  describes  contributions  or  allocations  "to" an  Account  or
disbursements  or  payments  "from,"  or charges  "against,"  an  Account,  what
actually  is to take place are credits and debits to the Account on the books of
the recordkeeper.  The Accounts will be created by the recordkeeper with respect
to each  Participant  and  Inactive  Participant,  and will be  maintained  with
respect to the Participant and Inactive Participant until all benefits have been
paid or forfeited hereunder.  Only one account of each type of Account described
hereunder shall be established and maintained on behalf of a Participant, except
as provided in Sections 8.3(b) and 8.4(b) hereof.

         (a)  Elective   Deferral   Account.   Elective   Deferrals  made  on  a
Participant's  behalf by the  Employer  for a Plan Year  pursuant to Section 4.1
hereof  will be  credited  to an  Elective  Deferral  Account in the name of the
Participant  which  will be fully  vested  and  nonforfeitable  at all times and
subject to the withdrawal restrictions of Section 13.1.

         (b) Qualified Nonelective Employer Contribution Account.  Contributions
determined  by  the   Administrator   to  be  Qualified   Nonelective   Employer
Contributions  made by the Employer,  if any, for a Plan Year beginning prior to
January  1,  2003,  will  be  credited  to  a  Qualified   Nonelective  Employer
Contributions  Account in the name of the Participant which will be fully vested
and  nonforfeitable  at all times and subject to the withdrawal  restrictions of
Section 13.1 and Participant investment elections as provided in Section 17.5.

         (c) Employer Matching Account.  Employer Matching Contributions made by
the  Employer,  if any, for a Plan Year  pursuant to Section 4.2,  together with
Employer Contribution Forfeitures and 401(k) Discrimination Forfeitures reducing
and offsetting  Employer Matching  Contributions as described  therein,  will be
credited to an Employer  Matching  Account in the name of the Participant  which
will be subject to the Vesting Schedule.

         (d) Employer Profit Sharing Account.  Profit Sharing Contributions made
by the Employer in a Plan Year  pursuant to Section  4.3(a)  hereof,  and excess
Employer Contribution Forfeitures and 401(k) Discrimination Forfeitures pursuant
to Section 4.3 hereof, will be credited to an Employer Profit Sharing Account in
the name of the Participant which will be subject to the Vesting Schedule.

         (e) Retirement Plan Account.  The balance, if any, of the Participant's
account in the Retirement Plan shall have been credited,  as of January 1, 1998,
to a Retirement  Plan Account in the name of the  Participant.  Thereafter  this
Account shall be credited with earnings,  and debited for distributions,  losses
and expenses as described herein.

                                       25
<PAGE>


         (f) Retirement Plan Forfeiture  Suspense  Account.  The amount equal to
the  Participant's  Forfeiture  Suspense  Account,  as defined in the Retirement
Plan,  as of the day  immediately  preceding  the  Effective  Date of this  Plan
amendment, restatement, conversion and continuation shall have been credited, as
of January 1, 1998, to a Retirement Plan Forfeiture Suspense Account in the name
of the Participant. Thereafter, this Account shall be credited with any Employer
Contribution Forfeitures arising from Retirement Plan Accounts under this 401(k)
Plan as of the end of each Plan Year.

         (g) ESOP Stock  Account.  The amount of Employer  Stock credited to the
balance of the  Participant's  Stock Account,  as defined in the ESOP, as of the
date   immediately   preceding  the  Effective  Date  of  this  Plan  amendment,
restatement,  conversion  and  continuation  shall have been credited to an ESOP
Stock  Account  in the name of the  Participant.  Thereafter,  this  ESOP  Stock
Account shall be credited with  earnings and debited for  distributions,  losses
and expenses as described herein.

         (h)  ESOP  Investment   Account.   The  balance  of  the  Participant's
Investment Account, as defined in the ESOP, as of the date immediately preceding
the  Effective  Date  of  this  Plan  amendment,  restatement,   conversion  and
continuation  will be credited to an ESOP Investment  Account in the name of the
Participant.  Thereafter,  this ESOP  Investment  Account shall be credited with
earnings and debited for distributions, losses and expenses as described herein.

         (i)  PAYSOP  Account.   The  amount  equal  to  that  credited  to  the
Participant's PAYSOP Account, as of the date immediately preceding the Effective
Date of this Plan amendment, restatement, conversion and continuation shall have
been credited to a PAYSOP  Account in the name of the  Participant.  Thereafter,
the  PAYSOP   Account   shall  be  credited   with   earnings  and  debited  for
distributions, losses and expenses as described herein.

         (j) ESOP Forfeiture Suspense Account. The amount equal to that credited
to a Participant's  Forfeiture  Suspense Account,  as defined in the ESOP, as of
the date  immediately  preceding  the  Effective  Date of this  Plan  amendment,
restatement,  conversion and continuation will be credited to an ESOP Forfeiture
Suspense Account in the name of the Participant.  Thereafter, this Account shall
be credited with earnings and debited for reallocations,  losses and expenses as
provided herein.

         Each of the Accounts described above will share in the gains and losses
of the Trust Fund,  and the expenses of the Plan,  in the manner as described in
Section 5.4 herein.

         5.2 ALLOCATION OF ELECTIVE DEFERRALS CONTRIBUTIONS

         (a) In General.  For each Plan Year, as of the last day of each payroll
period,  Elective  Deferrals  made  with  respect  to the  payroll  period  by a
Participant  shall  be  allocated  to the  Elective  Deferral  Account  of  that
Participant.

                                       26
<PAGE>


         (b) Annual Limit on Elective Deferrals.

               (1) Limit.  No  Participant  shall be permitted to have  Elective
Deferrals made under this Plan, or any other  qualified  plan  maintained by the
Company or Controlled  Group Member,  during any calendar year, in excess of the
dollar  limitation  contained  in  Section  402(g)  of the Code in effect at the
beginning of such calendar year (note for this purpose,  any Elective  Deferrals
in  excess  of the Code  Section  415  limitations  which  are  returned  to the
Participant as described in Subsection 5.7(a)(4) hereof shall be disregarded).

               (2) Distribution of Excess Elective Deferrals. If in any calendar
year a Participant's total Elective Deferrals under the Plan, in addition to all
such salary reduction  contributions  under all other qualified cash or deferred
arrangements  (as  defined  in  Section  401(k) of the Code)  maintained  by the
Company or any  Controlled  Group  Member in which a  Participant  participates,
exceed the applicable dollar limitation contained in Section 402(g) of the Code,
the Excess  Elective  Deferrals  plus any  income  and minus any loss  allocable
thereto  shall be deemed to be  assigned  to this  Plan and  distributed  to the
Participant as soon as practicable after the Plan Administrator  determines that
the Excess  Elective  Deferrals were made, but no later than the April 15 of the
calendar year following the calendar year in which the Excess Elective Deferrals
arose.  If in any calendar year a Participant's  total Elective  Deferrals under
the Plan, in addition to all such salary reduction contributions under all other
qualified  cash or deferred  arrangements  (as defined in Section  401(k) of the
Code) in which the Participant  participates  other than those maintained by the
Company or any Controlled Group Member,  exceed the applicable dollar limitation
contained in Section  402(g) of the Code, a Participant  may assign to this Plan
any Excess  Elective  Deferrals made during a taxable year of the Participant by
notifying the  Administrator  before April 15 of the year  following the year in
which the deferrals were made of the amount of the Excess Elective  Deferrals to
be assigned to the Plan. Notwithstanding any other provision of the Plan, Excess
Elective Deferrals,  plus any income and minus any loss allocable thereto, shall
be distributed no later than April 15 to any Participant to whom Excess Elective
Deferrals  were assigned (or deemed  assigned)  for the  preceding  year and who
claims Excess Elective Deferrals for such taxable year.

               (3)  Determination of Income or Loss.  Excess Elective  Deferrals
shall be adjusted for any income or loss in accordance with the applicable terms
of the Plan for valuing  Accounts,  up to the last day of the Plan Year prior to
the Plan Year in which such amount is distributed.

         (c) Actual Deferral  Percentage Test.  Notwithstanding  anything in the
Plan to the contrary,  effective for Plan Years beginning on or after January 1,
2003, and only to the extent that the  requirements  of Code Section  401(k)(12)
are not  satisfied  with  respect to  Elective  Deferrals,  the Actual  Deferral
Percentage for participants who are Highly  Compensated  Employees for each Plan
Year and the Actual  Deferral  Percentage  for  Participants  who are Non-Highly
Compensated  Employees  for the same Plan Year must satisfy one of the following
tests:

               (1) The  Actual  Deferral  Percentage  for  Participants  who are
Highly  Compensated  Employees  for the Plan Year  shall not  exceed  the Actual
Deferral  Percentage for


                                       27

<PAGE>

Participants  who are  Non-Highly  Compensated  Employees for the same Plan Year
multiplied by 1.25; or

               (2) The  Actual  Deferral  Percentage  for  Participants  who are
Highly  Compensated  Employees  for the Plan Year  shall not  exceed  the Actual
Deferral  Percentage for Participants who are Non-Highly  Compensated  Employees
for the same Plan Year  multiplied  by 2.0,  provided  that the Actual  Deferral
Percentage for Participants who are Highly Compensated Employees does not exceed
the Actual Deferral  Percentage for Participants who are Non-Highly  Compensated
Employees by more than two (2) percentage points.

         (d) Special Rules:

               (1) The Actual  Deferral  Percentage for any Participant who is a
Highly  Compensated  Employee  for the  Plan  Year and who is  eligible  to have
Elective Deferrals (and Qualified Nonelective Employer Contributions, if treated
as Elective  Deferrals  for  purposes of the Actual  Deferral  Percentage  test)
allocated to the Participant's Accounts under two or more arrangements described
in Section  401(k) of the Code,  that are  maintained by the Employer,  shall be
determined as if such Elective  Deferrals  (and, if  applicable,  such Qualified
Nonelective Employer  Contributions) were made under a single arrangement.  If a
Highly  Compensated  Employee  participates  in two or  more  cash  or  deferred
arrangements  that have different Plan Years, all cash or deferred  arrangements
ending  with or within  the same  calendar  year  shall be  treated  as a single
arrangement.

               (2) In the event that this Plan  satisfies  the  requirements  of
Sections 401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or
more other plans, or if one or more other plans satisfy the requirements of such
Sections of the Code only if aggregated  with this Plan, then this Section shall
be applied by determining the Actual Deferral  Percentage of employees as if all
such  plans  were a single  plan.  Plans may be  aggregated  in order to satisfy
Section 401(k) of the Code only if they have the same Plan Year.

               (3) For purposes of determining  the Actual  Deferral  Percentage
test,  Qualified  Nonelective  Employer  Contributions  may only be  taken  into
account if such  contributions  are made before the last day of the twelve-month
period immediately following the Plan Year to which contributions relate.

               (4) The Employer shall maintain records sufficient to demonstrate
satisfaction of the Actual Deferral  Percentage test and the amount of Qualified
Nonelective Employer Contributions used in such test.

               (5)  The  determination  and  treatment  of the  Actual  Deferral
Percentage  amounts of any Participant shall satisfy such other  requirements as
may be prescribed by the Secretary of the Treasury.

                                       28
<PAGE>


         (e) Distribution of Excess Contributions.

               (1) Required  Distributions.  Notwithstanding any other provision
of this Plan, Excess Contributions, plus any income and minus any loss allocable
thereto as described in Subsection (e)(2) which follows, shall be distributed no
later  than the last day of each Plan  Year to  Participants  to whose  Elective
Deferral  Accounts such Excess  Contributions  were  allocated for the preceding
Plan Year. Such distributions shall be made to Participants in the Plan Year who
are Highly Compensated Employees by reducing Excess Contributions made on behalf
of such  Highly  Compensated  Employees  on the basis of the amount of  Elective
Deferrals made by, or on behalf of, each of such Highly Compensated Employees so
that the limit is not exceeded.  The Excess  Contributions  are  calculated  and
distributed in the following manner:

                    (A)  First,  reduce  the  Elective  Deferral  of the  Highly
Compensated  Employees,  beginning with the Highly Compensated Employee with the
highest  dollar  amount,  to equal the dollar  amount of the Highly  Compensated
Employee  with  the  next  highest  dollar  amount  of  Elective  Deferral,  and
distribute this amount to the Highly Compensated  Employee who initially had the
highest dollar amount of Elective Deferrals.

                    (B)  Next,   repeat  the   preceding   until  total   Excess
Contributions are distributed.

         If these  distributions  are made,  the Actual  Deferral  Percentage is
treated  as  meeting  the  nondiscrimination  test  of  Code  Section  401(k)(3)
regardless of whether the Actual  Deferral  Percentage,  if  recalculated  after
distributions,  would satisfy Code Section 401(k)(3).  Furthermore, for purposes
of Code Section 401(m)(9),  if a corrective distribution of Excess Contributions
has been made, the Actual Deferral  Percentage for Highly Compensated  Employees
is deemed to be the  largest  amount  permitted  under Code  Section  401(k)(3).
Excess Contributions shall be treated as Annual Additions under Section 5.7.

               (2) Determination of Income or Loss: Excess  Contributions  shall
be adjusted for any income or loss in accordance  with the  applicable  terms of
the Plan for valuing Accounts,  up to the last day of the Plan Year prior to the
Plan Year in which such amount is distributed.

               (3) Accounting  for Excess  Contributions:  Excess  Contributions
shall be distributed from the Elective  Deferral Account of Participants who are
Highly Compensated Employees in the order described in Subsection (e)(1) hereof.

         5.3 ALLOCATIONS UNDER 401(K) PLAN (OTHER THAN ELECTIVE DEFERRALS)

         (a)  Allocation  of  Qualified   Nonelective  Employer   Contributions.
Qualified Nonelective Employer  Contributions for Plan Years commencing prior to
January  1,  2003  shall be  allocated  to the  Qualified  Nonelective  Employer
Contribution  Account of each eligible  Participant during the year in the ratio
that each such eligible  Participant's  Compensation  for the Plan Year bears to
all  the  Compensation  of  all  such  Participants  eligible  for  a  Qualified
Nonelective Employer

                                       29
<PAGE>

Contribution   for  that  Plan  Year.   Any   Qualified   Nonelective   Employer
Contributions  made for the Plan Year  beginning  on January  1, 2002,  shall be
allocated only to the Qualified Nonelective Employer Contribution Account of all
otherwise  eligible  Participants  who were  still in Service on the last day of
such Plan Year.  For  purposes  hereof,  "Compensation"  shall have the  meaning
described in Section 2.15 hereof.

         (b)  Allocation  of  Employer  Matching  Contributions  and  Offsetting
Forfeitures.  As of the last day of each payroll  period (but no less often than
the last day of each Plan Year quarter),  Employer Matching  Contributions  made
pursuant  to  Section  4.2 on  behalf  of each  Participant  who  made  Elective
Deferrals  during  the  payroll  period,  together  with  Employer  Contribution
Forfeitures  and  401(k)  Discrimination  Forfeitures  used to reduce and offset
Employer  Matching  Contributions,  shall  be  allocated  to  the  Participant's
Employer  Matching  Contributions  Account.   Subject  to  any  applicable  Plan
limitations  on  Employer   Matching   Contributions,   the  Employer   Matching
Contribution to be allocated,  together with Employer  Contribution  Forfeitures
and 401(k)  Discrimination  Forfeitures,  shall be an amount targeted to be, for
payroll periods beginning prior to January 1, 2003, equal to fifty percent (50%)
of the first six percent (6%) of Elective Deferrals of each Participant entitled
to share in this  allocation.  Effective  for payroll  periods  beginning on and
after  January 1,  2003,  the  Employer  Matching  Contribution  amount for each
payroll  period shall be equal to one hundred  percent  (100%) of the first five
percent (5%) of Elective Deferrals with respect to each Participant  entitled to
share in the allocation of an Employer  Matching  Contribution  for such payroll
period.

         (c) Allocation of Employer Profit Sharing Contributions and Forfeitures
in Excess of Employer  Matching Target. As of the last day of each Plan Year the
Employer Profit Sharing  Contributions  shall be allocated to the  Participant's
Employer  Profit Sharing  Account,  provided the Participant was credited with a
Year of Service  during  that Plan Year and was still in Service on the last day
of that Plan Year. As of the last day of each Plan Year, Employer Profit Sharing
Contributions   made  pursuant  to  Section  4.3,  together  with  any  Employer
Contribution  Forfeiture  which  could be used to  reduce  and  offset  Employer
Matching  Contributions,  but are in  excess  of the  targeted  match,  shall be
allocated to the  Participant's  Employer Profit Sharing  Account,  provided the
Participant  is  credited  with a Year of Service  during  that Plan Year and is
still in  Service on the last day of the Plan  Year.  Both of these  allocations
will be based on the proportion of the eligible  Participant's  Compensation for
the Allocation Period to the total Compensation of all such Participants for the
Allocation  Period. For purposes hereof,  "Compensation"  shall have the meaning
described in Section 2.15 hereof.

         5.4 VALUATION OF TRUST FUND

         (a) In  General.  The  assets of the Trust  Fund will be valued at Fair
Market  Value no less often than  annually  as of the last day of the Plan Year.
Also no less often than annually, the earnings, losses and expenses of the Trust
Fund will be  allocated  to or charged  against the  Participants'  and Inactive
Participants'  Accounts.  The Employer  Stock Fund,  including  all dividend and
other  earnings  attributable  to the  Employer  Stock Fund shall be valued on a
"unitized" basis.

                                       30
<PAGE>


         (b) Valuation and Allocation of Earnings.

               (1) The investment  funds that are selected by the  Administrator
pursuant  to  Section  17.4  shall be  valued  at Fair  Market  Value as of each
Valuation  Date.  For purposes of this Section 5.4, the Valuation  Date shall be
each  business  day with respect to Daily  Pricing  Media (as defined in Section
2.41) and such other  dates as  determined  by the  Company  for assets that are
valued  other than as Daily  Pricing  Media.  In  addition,  each  Participant's
Accounts  will be: (A)  credited  with all  contributions  made by him or on his
behalf as well as amounts transferred to the Plan on his behalf; and (B) debited
with the amount of any withdrawal or distribution  made to him or on his behalf.
The  provisions  of Sections  5.4(b)(2)  and  5.4(b)(3)  shall apply only to the
extent,  if any,  that assets of the Fund are not invested in  investment  funds
that are Daily Pricing Media.

               (2) Except as provided in Section 5.4(b)(1), the Accounts of each
Participant will be credited,  as of each Valuation Date, with the Participant's
share of the net investment income and any realized and unrealized capital gains
of the investment  funds that occurred since the last Valuation Date.  Except to
the  extent  otherwise  reflected  in the  value of  mutual  fund  shares,  such
Participant's  share  of such  income  will be that  portion  of the  total  net
investment income and capital gains of each such investment fund which bears the
same  ratio  to  such  total  as  the  balance  of  the  Participant's  Accounts
attributable to each such investment fund on the preceding  Valuation Date bears
to the aggregate of the balances of all  Participant  Accounts  attributable  to
each such investment fund as of the preceding Valuation Date.

               (3) Except as provided in Section 5.4(b)(1), the Accounts of each
Participant will be debited,  as of each Valuation Date, with the  Participant's
share of any realized and unrealized  losses,  including  capital losses, of the
investment  funds that occurred  since the last  Valuation  Date.  Except to the
extent otherwise reflected in the value of mutual fund shares, the Participant's
share of any realized and unrealized losses,  including capital losses,  will be
that portion of the total realized and unrealized losses of each such investment
fund  which  bears  the  same  ratio  to  such  total  as  the  balance  of  the
Participant's Account attributable to each such investment fund on the preceding
Valuation  Date  bears  to the  aggregate  of the  balances  of all  Participant
Accounts attributable to each such investment fund as of the preceding Valuation
Date.

         (c) Expenses of General Fund  Administration.  All expenses of the Plan
chargeable  thereto in  accordance  with ERISA and the Code (other than expenses
specifically  chargeable to  Participant-directed  Accounts  pursuant to Section
17.5(a) hereof) shall be paid by the Plan from Plan forfeitures,  as directed by
the  Administrator  (or its  delegate),  and to the extent not so debited to and
charged against Plan forfeitures,  such expenses shall be debited to and charged
against each Account,  including  Accounts which are  Participant  directed,  in
proportion to the size of the Account,  unless such expenses are otherwise  paid
by the Employer, in its discretion.

         (d)  Special  Suspense  Accounts.  The  Administrator  may direct  that
special suspense accounts be established to hold Employer Contributions,  income
(including stock and cash dividends),  stock or other amounts that are assets of
the Trust Fund, but will not be allocable,  or cannot be allocated  because of a
limitation herein, until the next Valuation Date.

                                       31
<PAGE>


         5.5 AVERAGE  CONTRIBUTION  PERCENTAGE  TEST:  THE  AGGREGATE  LIMIT FOR
EMPLOYER MATCHING CONTRIBUTIONS AND ELECTIVE CONTRIBUTIONS

         (a) The Aggregate Limit in General.

               (1) General  Rules.  Notwithstanding  anything in the Plan to the
contrary,  effective for Plan Years  beginning on or after January 1, 2003,  and
only  to the  extent  that  Code  Sections  401(k)(12)  and  401(m)(11)  are not
satisfied  with  respect to any  Employer  Matching  Contributions,  the Average
Contribution  Percentage for Participants who are Highly  Compensated  Employees
for each Plan Year and the Average Contribution  Percentage for Participants who
are Non-Highly  Compensated Employees for the same Plan Year must satisfy one of
the following tests:

                    (A) The Average Contribution Percentage for Participants who
are Highly Compensated  Employees for the Plan Year shall not exceed the Average
Contribution   Percentage  for  Participants  who  are  Non-Highly   Compensated
Employees for the same Plan Year multiplied by 1.25; or

                    (B) The Average Contribution Percentage for Participants who
are Highly Compensated  Employees for the Plan Year shall not exceed the Average
Contribution   Percentage  for  Participants  who  are  Non-Highly   Compensated
Employees  for the same  Plan  Year  multiplied  by two (2),  provided  that the
Average  Contribution  Percentage for  Participants  who are Highly  Compensated
Employees does not exceed the Average  Contribution  Percentage for Participants
who are Non-Highly Compensated Employees by more than two (2) percentage points.

               (2) Special Rules:

                    (A) Multiple Use:  Effective for Plan Years beginning before
January  1, 2002,  if the sum of the  Actual  Deferral  Percentage  and  Average
Contribution  Percentage of Highly  Compensated  Employees exceeds the Aggregate
Limit  described  in  subsection  (a)  above,  then  the  Average   Contribution
Percentage of those Highly  Compensated  Employees will be reduced by forfeiting
such excess with respect to such Highly  Compensated  Employees,  beginning with
the  Highly  Compensated  Employee  who is a  Participant  that Plan Year  whose
Employer Matching  Contribution is the highest and continuing in accordance with
Code  Section  401(m)(6)  until the excess with respect to the Plan Year will no
longer  exist.   The  amount  by  which  each  Highly   Compensated   Employee's
Contribution  Percentage  Amount  is  reduced  shall  be  treated  as an  Excess
Aggregate  Contribution  and shall be a 401(k)  Discrimination  Forfeiture.  The
Actual  Deferral  Percentage and Average  Contribution  Percentage of the Highly
Compensated  Employees  are  determined  after any  corrections  (including  the
determination  by the  Administrator  as to which  contributions  made  prior to
January  1,  2003  are  to  be  treated  as   Qualified   Nonelective   Employer
Contributions)  required  to meet the Actual  Deferral  Percentage  and  Average
Contribution  Percentage tests. Multiple use does not occur if either the Actual
Deferral   Percentage  and  Average   Contribution   Percentage  of  the  Highly
Compensated  Employees  does not exceed 1.25  multiplied by the Actual  Deferral
Percentage and Average  Contribution  Percentage of the  Non-Highly  Compensated
Employees.  Notwithstanding the foregoing, the multiple use test shall not apply
for Plan Years beginning on or after January 1, 2002.

                                       32
<PAGE>


                    (B)  For  purposes  of  this   Section,   the   Contribution
Percentage for any Participant who is a Highly  Compensated  Employee and who is
eligible to have Contribution  Percentage Amounts allocated to the Participant's
Account  under two or more plans  described  in Section  401(a) of the Code,  or
arrangements  described in Section 401(k) of the Code that are maintained by the
Employer,  shall be determined as if the total of such  Contribution  Percentage
Amounts was made under each plan. If a Highly Compensated Employee  participates
in two or more cash or deferred arrangements that have different plan years, all
cash or deferred arrangements ending with or within the same calendar year shall
be treated as a single arrangement.

                    (C) In the event that this Plan  satisfies the  requirements
of Sections 401(m),  401(a)(4) or 410(b) of the Code only if aggregated with one
or more other plans,  or if one or more other plans satisfy the  requirements of
such sections of the Code only if aggregated  with this Plan,  then this Section
shall be applied by determining the  Contribution  Percentage of employees as if
all such plans were a single plan.  Plans may be  aggregated in order to satisfy
Section 401(m) of the Code only if they have the same plan year.

                    (D) For purposes of determining the Contribution  Percentage
test, Employer Matching Contributions will be considered made for a Plan Year if
they are made no later than the end of the twelve (12) consecutive  month period
beginning on the day after the close of the Plan Year.

                    (E)  The  Employer  shall  maintain  records  sufficient  to
demonstrate  satisfaction  of the Average  Contribution  Percentage test and the
amount of Qualified Nonelective Employer Contributions used in such test.

                    (F) The  determination  and  treatment  of the  Contribution
Percentage of any  Participant  shall satisfy such other  requirements as may be
prescribed by the Secretary of the Treasury.

         (b) Distribution of Excess Aggregate Contributions.

               (1) In General. Notwithstanding any other provision of this Plan,
Excess Aggregate  Contributions  attributable to a Highly Compensated  Employee,
plus any income and minus any loss allocable  thereto as described in subsection
(2), shall be forfeited under the Vesting  Schedule,  if forfeitable,  or if not
forfeitable,  distributed  no  later  than the  last  day of each  Plan  Year to
Participants  who are Highly  Compensated  Employees to whose Matching  Employer
Accounts such Excess  Aggregate  Contributions  were allocated for the preceding
Plan  Year.  The  Excess  Aggregate   Contributions   shall  be  calculated  and
distributed in the following manner:

                    (A)  First,  reduce  the  Employee  Matching   Contributions
beginning with the Highly Compensated Employee with the highest dollar amount of
Employer Matching  Contributions and distribute this to that Highly  Compensated
Employee, and


                                       33
<PAGE>


                    (B) Next,  repeat this step until the total Excess Aggregate
Contribution is distributed.

         If these  distributions are made, the Average  Contribution  Percentage
test will be treated  as  meeting  the  nondiscrimination  test of Code  Section
401(m)(1)  regardless  of  whether  the  Average  Contribution  Percentage,   if
recalculated  after   distributions,   would  satisfy  Code  Section  401(m)(2).
Furthermore,   for  purposes  of  Code  Section   401(m)(9),   if  a  corrective
distribution  of Excess  Aggregate  Contributions  has been  made,  the  Average
Contribution  Percentage  for Highly  Compensated  Employees is deemed to be the
largest amount under Code Section 401(m)(2).

         If such Excess  Aggregate  Contributions  are distributed more than two
and  one-half  (2-1/2)  months after the last day of the Plan Year in which such
excess  amounts  arose,  a ten percent  (10%)  excise tax will be imposed on the
Employer  with  respect  to  which  those  amounts   arose.   Excess   Aggregate
Contributions  shall be treated as Annual  Additions under Section  5.7(c)(1) of
the Plan.

                   (2)   Determination  of  Income  or  Loss.  Excess  Aggregate
Contributions shall be adjusted for any income or loss up to the last day of the
Plan Year.

                   (3)   Forfeitures   of   Excess   Aggregate    Contributions.
Forfeitures  of Excess  Aggregate  Contributions  (i.e.,  401(k)  Discrimination
Forfeitures) shall be used,  together with Employer  Contributions  Forfeitures,
first to pay Plan  expenses,  as described  in Section  5.4(c) and to the extent
directed by the  Administrator,  and then to reduce and offset Employer Matching
Contributions.  However,  if these forfeitures exceed the target match described
in Section 5.2, and the  forfeitures  cannot be used to pay Plan expenses,  then
such forfeitures  shall be allocated like Employer Profit Sharing  Contributions
pursuant to Section 5.3 hereof.

                   (4) Accounting  for Excess  Aggregate  Contributions.  Excess
Aggregate  Contributions  shall  be  forfeited,   if  forfeitable,   or  if  not
forfeitable,  distributed from the Employer  Matching  Contributions  Account of
Highly Compensated Employees who are Participants in that Plan Year in the order
described in subsection (b)(1) hereof.

         5.6  INACTIVE  PARTICIPANTS.  An  Inactive  Participant  shall  not  be
entitled to share in  Qualified  Nonelective  Employer  Contributions,  Employer
Matching  Contributions,  Employer  Profit  Sharing  Contributions  or  Employer
Contribution  Forfeiture or 401(k)  Discrimination  Forfeiture  for a Plan Year.
Nevertheless,  the Participant's  Accounts shall be maintained and credited,  or
charged,  with Trust  Fund  earnings,  distributions,  losses  and  expenses  in
accordance  with  Section 5.4 hereof,  until the balance  thereof (to the extent
Vested) shall have been fully distributed.

         5.7 LIMITATIONS ON ALLOCATIONS

         (a) In General.

               (1) Notwithstanding  anything herein to the contrary, and subject
to the adjustments  hereinafter  set forth,  the maximum Annual Addition for any
Plan Year to a  Participant's  Accounts under this Plan shall in no event exceed
the lesser of: (A) $35,000 (as adjusted by the


                                       34
<PAGE>

Internal Revenue Service for increases in cost of living in accordance with Code
Section  415(d) and the applicable  regulations);  or (B) 25% of the amount of a
Participant's  Compensation,  as defined in this Section 5.7. Effective for Plan
Years  beginning  after  December  31,  2001,  and  subject  to the  adjustments
hereinafter  set forth,  the maximum Annual  Addition that may be contributed or
allocated to a Participant's  Account under the Plan for any Plan Year shall not
exceed  the  lesser  of  (A)  $40,000  (as   adjusted   for   increases  in  the
cost-of-living   under  Section  415(d)  or  the  Code);  or  (B)  100%  of  the
Participant's Compensation, as defined in this Section 5.7.

               (2) Prior to the allocation of actual Employer  Contributions  in
any Plan  Year,  the  Administrator  shall  determine  whether  the amount to be
allocated would cause the limitations  prescribed  hereunder to be exceeded with
respect to any  Participant.  In the event  there  would be such an excess,  the
Annual  Additions  to this Plan shall be adjusted by  reducing  Participant  and
Employer  Contributions in such amounts as are determined by the  Administrator,
but only to the extent necessary to satisfy such limitations.

               (3) As soon as is administratively  feasible after the end of the
Limitation Year, the  Administrator  will determine the maximum amount of Annual
Additions that are permitted for such Limitation Year.

               (4)  If  the  Administrator  determines  that  the  amount  of  a
Participant's  Annual Additions exceed the limitations set forth herein and such
excess  arises  as a  consequence  of  a  reasonable  error  in  estimating  the
Participant's Compensation, the allocation of forfeitures, a reasonable error in
determining  the amount of Elective  Deferrals  that may be made with respect to
any  individual  under the limits of  Section  415 of the Code,  or under  other
limited facts and circumstances that the Internal Revenue Service approves, such
excess amounts shall not be deemed Annual  Additions in that  Limitation Year to
the extent corrected hereunder as follows:

                    (A) Any Elective Deferrals, together with gains attributable
to those Elective Deferrals,  to the extent they would reduce the Excess Amount,
will be  returned  to the  Participant.  These  retirement  amounts of  Elective
Deferrals shall be disregarded  for purposes of Code Section 402(g),  the Actual
Deferral  Percentage  Test of Section  5.2 hereof and the  Average  Contribution
Percentage Test of Section 5.5 hereof.

                    (B) If, after the  application of Subsection  (A) above,  an
Excess Amount still exists,  and the  Participant  is covered by the Plan at the
end of the Limitation Year, the Excess Amount first in the Participant's  Profit
Sharing Account and then, if necessary,  in the Participant's  Employer Matching
Account, and finally, if necessary,  in the Participant's  Qualified Nonelective
Employer   Contributions   Account,   will  be  used  to  reduce  such  Employer
Contributions (together with any allocation of Forfeitures) for such Participant
in the next Limitation Year, and each succeeding Limitation Year, if necessary.

                    (C) If, after the  application of Subsection  (A) above,  an
Excess Amount still exists,  and the  Participant  is not covered by the Plan at
the end of a Limitation  Year,  the Excess Amount will be held  unallocated in a
suspense  account.  The  suspense  account  (together  with  allocation  of  any
Forfeitures)  will be applied to reduce future Employer  Matching  Contributions
for

                                       35
<PAGE>

all remaining  Participants in the next Limitation Year, and each succeeding
Limitation Year, if necessary. For purposes of this Subsection (a)(4)(C), Excess
Amounts may not be distributed to Participants or former Participants.

                    (D)  If  an  Excess  Amount  is  in a  suspense  account  in
existence  after the above at any time during a Limitation Year pursuant to this
Section,  it will not  participate in the  allocation of the Trust's  investment
earnings and losses.  If the suspense account is in existence at any time during
a  particular  Limitation  Year,  all amounts in the  suspense  account  must be
allocated and reallocated to Participant's Accounts as provided hereunder before
any  Elective  Deferrals,  Qualified  Nonelective  Employer  Contributions,   or
Employer Matching Contributions may be made.

         (b)  If  the  Employer   Should   Maintain  a  Defined   Benefit  Plan.
Notwithstanding the foregoing,  in the case of a Participant who participates in
this Plan and a qualified  defined benefit plan maintained or ever maintained by
an Employer,  the sum of the defined  benefit plan  fraction (as defined in Code
Section  415(e)(2))  and the defined  contribution  plan fraction (as defined in
Code Section 415(e)(3)) for any year shall not exceed 1.0.  Notwithstanding  the
foregoing,  as of  January  1,  1987,  an amount  shall be  subtracted  from the
numerator of the defined  contribution  plan  fraction,  in accordance  with IRS
Notice 87-21,  so that the sum of the defined  benefit plan fraction and defined
contribution plan fraction computed under Section 415(e)(1) of the Code does not
exceed 1.0.  However,  the matters as set forth in this  subparagraph  (b) shall
have no effect for Plan Years beginning after December 31, 1999.

         (c) Definitions.

               (1) Annual  Additions:  The sum of the following amounts credited
to a Participant's Accounts for the Limitation Year:

                    (A) Elective Deferrals (including Excess Contributions);

                    (B) Qualified Nonelective Employer Contributions;

                    (C) Employer Matching Contributions;

                    (D) Employer Profit Sharing Contributions;

                    (E) voluntary after tax employee  contributions (if the Plan
should ever be amended to permit such contributions);

                    (F)   Employer    Contribution    Forfeitures   and   401(k)
Discrimination  Forfeitures to the extent not returned to the Highly Compensated
Employees  responsible for Excess Aggregate  Contributions as described  herein;
and

                    (G) Amounts  allocated after March 31, 1984 to an individual
medical account as defined in Section  415(1)(2) of the Code, which is part of a
pension  or  annuity  plan  maintained  by the  Employer  are  treated as Annual
Additions  to  a  defined   contribution   plan.


                                       36
<PAGE>

Also,  amounts  derived from  contributions  paid or accrued after  December 31,
1985,  in  taxable  years  ending  after such date,  which are  attributable  to
post-retirement  medical  benefits,  allocated to the separate  account of a Key
Employee,  as defined in Section 419A(d)(3) of the Code, under a welfare benefit
find as defined in Section  419(e) of the Code  maintained by the Employer,  are
treated as Annual Additions to a defined contribution plan.

         For this purpose,  any Excess Amount applied under subsection (a)(4) in
the Limitation Year to reduce (i) Qualified Nonelective Employer  Contributions,
(ii)  Employer   Matching   Contributions  and  (iii)  Employer  Profit  Sharing
Contributions will be considered Annual Additions for such Limitation Year.

         Any Annual Additions attributable to contributions described in Section
3.9 shall be treated as Annual Additions for the appropriate  Limitation Year as
required by Code Section 415 and the regulations thereunder;  provided, however,
that amounts  attributable  to lost earnings with respect to any such corrective
contributions shall not be treated as Annual Additions.

               (2)  Compensation:  Compensation  for purposes of this Section is
defined as "compensation" paid during such Limitation Year within the meaning of
Treasury Regulation  Sections  1.415-2(d)(2) and 1.415-2(d)(3),  including,  for
years after  December  31,  1997,  any  elective  deferrals  under Code  Section
402(g)(3),  any amount  which is  contributed  or deferred by an Employer at the
election of the Employee and which is not  includible in the gross income of the
Employee by reason of Code Section 125, and any amounts that are deferred by the
Employer  and not included in the gross income of the Employee by reason of Code
Section 132(f).

               (3) Employer:  For purposes of this Section,  Employer shall mean
each individual Employer,  considered separately, that adopts this Plan, and all
Controlled Group Members as that term is modified by Section 415(h) of the Code.

               (4) Limitation  Year: A calendar year. If the Limitation  Year is
amended to a different twelve  consecutive month period, the new Limitation Year
must begin on a date within the Limitation  Year in which the amendment is made.
If a short  Limitation  Year is created  because of an  amendment  changing  the
Limitation  Year to a different  twelve  consecutive  month period,  the maximum
permitted  Annual  Addition  will not exceed  the  defined  contribution  dollar
limitation set forth in Subsection (a) multiplied by the following fraction:


                  number of months in the short Limitation Year
                  ---------------------------------------------
                                       12

         (d) To the extent not  otherwise  provided  in this  Section  5.7,  the
limitations of Code Section 415 and the  regulations  and other guidance  issued
thereunder are hereby incorporated by reference.


                                       37
<PAGE>


         5.8 ALLOCATION  NOT EQUIVALENT TO VESTING.  The fact that an allocation
shall be made and credited to the Account of a Participant shall not vest in the
Participant any right, title or interest in and to any assets except at the time
or times and upon the terms and conditions expressly set forth in this Plan.

                     6. RETIREMENT AND DISABILITY BENEFITS

         6.1 NORMAL RETIREMENT.  As of the Participant's Normal Retirement Date,
notwithstanding  the Vesting  Schedule  described in Section 8.2, the balance of
all such Participant's Accounts shall be fully Vested and nonforfeitable and the
Participant's  Accounts  shall be payable in accordance  with Articles 9, 10 and
11.

         6.2 DISABILITY RETIREMENT.  Following the Administrator's determination
of the  Participant's  Disability,  a  Participant  who has  been  found to have
incurred  a  Disability  shall  be  fully  Vested  and   nonforfeitable  in  the
Participant's  Accounts,  notwithstanding  the  Vesting  Schedule  described  in
Section 8.2. The  Participant's  Accounts  shall be payable in  accordance  with
Articles 9, 10 and 11.

                      7. DEATH BENEFITS BEFORE RETIREMENT
                            ELIGIBILITY OR DISABILITY

         7.1 DEATH  BENEFIT  BEFORE  RETIREMENT  ELIGIBILITY  OR  DISABILITY  IN
GENERAL.  If a Participant  dies before  termination of Service (for any reason,
whether  voluntary or  involuntary),  the balance in the deceased  Participant's
Accounts  shall be fully Vested and  nonforfeitable,  and payable in  accordance
with Sections 7.2 and 7.3 hereof.

         7.2 DEATH BENEFITS  ATTRIBUTABLE TO PLAN ACCOUNTS OTHER THAN RETIREMENT
PLAN ACCOUNTS.  The following  provisions describe the death benefits under this
Plan, if any, attributable to a deceased Participant's Plan Accounts, other than
the Participant's Retirement Plan Account:

         (a) In General.  Upon the death of a Participant  before termination of
Service, the entire amount of the Participant's  Vested Account,  other than the
Participant's  Retirement  Plan  Account,  if  any,  shall  be  paid  as soon as
practicable (unless deferred as described herein at Subsection (b)) in a single,
lump sum to the Participant's Beneficiary. To the extent permitted under Section
9.2(b),  a  Beneficiary  may  elect  to have  distributions  made in the form of
installment payments.

         (b)  Deferral  of Receipt of Death  Benefit.  Any  person  entitled  to
receive a death benefit pursuant to Section 7.2(a) may defer the receipt of such
death  benefit  subject to the  provisions  of Article 12.  During any period of
deferral,  the portion of the deceased Participant's Accounts payable as a death
benefit to such person shall be entitled to receive  allocations of gain or loss
in the same manner as other Accounts.

         (c) Effect of  Beneficiary's  Death.  In the event that a Participant's
Beneficiary  survives  the  Participant  but dies  before  full  payment  of the
Participant's Vested Account balances


                                       38
<PAGE>

described in Section  7.2(a),  the remaining  balances of such Accounts shall be
paid as soon as  practicable  to the  Beneficiary,  if any,  designated  by such
deceased  Beneficiary,  or to the  Participant's  estate  if  there  is no valid
beneficiary  designation on file with the Plan Administrator.  Likewise upon the
death of a deceased Beneficiary's Beneficiary before full payment, the remaining
balances of the Accounts shall be paid as soon as practical to the  Beneficiary,
if  any,  designated  by  the  deceased  Beneficiary's  Beneficiary,  or to  the
Participant's  estate if there is no valid beneficiary  designation on file with
the Plan Administrator.

         (d) Effect of Qualified  Domestic Relations Order. For purposes of this
Section,  a former  Spouse will be treated as the Spouse or surviving  Spouse to
the extent provided under a Qualified Domestic Relations Order.

         7.3 DEATH  BENEFITS  ATTRIBUTABLE  TO  RETIREMENT  PLAN  ACCOUNTS.  The
following  provisions  describe  the death  benefits  under this  Plan,  if any,
attributable to a deceased Participant's Retirement Plan Accounts:

         (a) Unmarried Participants. Upon the death of an unmarried Participant,
the entire  amount of the  Participant's  Vested  balance  in the  Participant's
Retirement Plan Accounts shall be paid as soon as practicable  (unless deferred)
in a lump sum to the Participant's designated Beneficiary. The Beneficiary of an
unmarried  Participant  may elect any  optional  form of  payment  described  at
Section 10.2(d) with respect to the Participant's Retirement Plan Account.

         (b) Married  Participants.  Upon the death of a married Participant who
dies before the Participant's benefits under the Plan commence, and who leaves a
surviving  Spouse,  a Qualified  Preretirement  Survivor  Annuity  shall be made
available  to the  Participant's  surviving  Spouse.  Payment of such  Qualified
Preretirement  Survivor  Annuity shall begin within a reasonable  time after the
Participant's death, unless it is waived by the Participant with spousal consent
as provided in Subsection (g). However, the Spouse may elect an optional form of
payment  described at Section  10.2(d),  as provided in  Subsection  (e) of this
Section with respect to the  Participant's  Retirement  Plan  Account.  Any such
annuity payable to a surviving  Spouse shall commence on any date elected by the
surviving  Spouse,  subject to any rules  applicable  to the  maximum  period of
deferral under Section 12.1 hereof.

         (c)  Deferral  of Receipt of Death  Benefit.  Any  person  entitled  to
receive a death  benefit  pursuant to this  Section 7.3 may defer the receipt of
such death benefit subject to the provisions of Article 12. During any period of
deferral, the portion of the unpaid balance of the Participant's Vested Accounts
payable as a death benefit to such person shall receive  allocations  of gain or
loss in the same manner as other Accounts.

         (d) Effect of  Beneficiary's  Death.  In the event that a Participant's
Beneficiary survives the Participant but dies before full payment of the balance
of the Participant's  Vested  Retirement Plan Account,  the remaining balance of
the  Participant's  Vested  Retirement  Plan  Accounts  shall be paid as soon as
practicable to the Beneficiary,  if any, designated by such deceased Beneficiary
or to the Participant's  estate if there is no valid beneficiary  designation on
file  with the  Plan  Administrator.  Likewise  upon  the  death  of a  deceased
Beneficiary's  Beneficiary  before  full


                                       39
<PAGE>

payment of a benefit other than the Qualified  Preretirement  Survivor  Annuity,
the remaining balances of the Accounts shall be paid as soon as practical to the
Beneficiary, if any, designated by the deceased Beneficiary's Beneficiary, or to
the Participant's  estate if there is no valid  beneficiary  designation on file
with the Plan Administrator.

         (e) Right to Elect a Different  Form of Death  Benefit.  If a Qualified
Preretirement Survivor Annuity form of death benefit becomes payable, and unless
an annuity  contract for such has already  been  purchased,  a surviving  Spouse
shall  have the  right to elect a  different  form of  payment,  provided  it is
available  under the Plan with  respect  to the  portion  of the  balance of the
Participant's  Vested  Retirement  Plan Account that is payable to the surviving
Spouse,  and further  provided that such election is in writing and is witnessed
by a Plan  representative  or a  notary  public.  Payment  pursuant  to any such
election shall be in lieu of the Qualified  Preretirement Survivor Annuity death
benefit otherwise payable to the surviving Spouse. A non-Spouse Beneficiary of a
married  Participant  may also elect a different form of payment with respect to
the  Participant's  Retirement  Plan Account that is available under the Plan in
lieu of a lump sum.

         (f) Effect of Qualified  Domestic Relations Order. For purposes of this
Section,  a former  Spouse will be treated as the Spouse or surviving  Spouse to
the extent provided under a Qualified Domestic Relations Order.

         (g)  Waiver of  Qualified  Preretirement  Survivor  Annuity.  A married
Participant may waive the Qualified  Preretirement  Survivor  Annuity  otherwise
provided in accordance with this Section, provided that the Participant's Spouse
consents in writing to the  Participant's  waiver and  election  to  designate a
non-Spouse  Beneficiary  to  receive  the unpaid  portion of the  balance of the
Participant's  Vested  Retirement Plan Account otherwise payable to such Spouse.
The following rules shall apply regarding notice to Participants of the right to
such election and the requirement that the  Participant's  Spouse consent to any
such election:

               (1)  Notice   Requirement.   The  Employer   shall  provide  each
Participant,  within  the  applicable  period  for such  Participant,  a written
explanation of the Qualified Preretirement Survivor Annuity in such terms and in
such  manner as would be  comparable  to the  explanation  provided  pursuant to
Section 10.2 with respect to the standard  method of distribution in the form of
a Qualified Joint and Survivor Annuity.  The applicable period for a Participant
is the later of (A) the period  beginning with the first day of the Plan Year in
which the Participant attains age thirty-two (32) and ending on the close of the
Plan  Year in which the  Participant  attains  age  thirty-five  (35),  or (B) a
reasonable   period  ending  after  the   individual   becomes  a   Participant.
Notwithstanding  the  foregoing,  notice  must be provided  within a  reasonable
period ending after  separation  from service in the case of a  Participant  who
separates from service before attaining age thirty-five (35).

         For  purposes of applying the event  described in (B) of the  preceding
paragraph, a reasonable period ending after the individual becomes a Participant
is the end of the two (2) year period  beginning  one (1) year prior to the date
the Participant becomes a Participant in the Plan, and ending one (1) year after
the Participant  becomes a Participant in the Plan. In the case of a Participant
who separates from service before the Plan Year in which the Participant attains
age  thirty-five  (35),  notice shall be provided within the two (2) year period
beginning  one (1) year  prior


                                       40
<PAGE>

to separation  and ending one (1) year after  separation.  If such a Participant
thereafter  returns to employment with the Employer,  the applicable  period for
such Participant shall be redetermined.

               (2) Spousal Consent and Qualified Election.  At any time prior to
the  Participant's  Annuity  Starting  Date  (as  defined  in  Section  2.7),  a
Participant may make a qualified election in writing, within the election period
beginning on the first day of the Plan Year in which the Participant attains age
thirty-five (35) (or beginning on the date of the Participant's  separation from
service if the Participant's separation occurs prior to such date) and ending on
the date of the  Participant's  death,  to  waive  the  Qualified  Preretirement
Survivor Annuity form of death benefit and to designate a non-Spouse Beneficiary
to receive the death benefit otherwise  payable to such Spouse.  Any such waiver
of a Qualified Preretirement Survivor Annuity form of death benefit shall not be
effective  unless:  (A) the  Participant's  Spouse  consents  in  writing to the
election;  (B) the election  designates a specific  Beneficiary,  including  any
class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal  consent (or the Spouse  expressly  permits  designations by the
Participant  without any further  spousal  consent);  (C) the  Spouse's  consent
acknowledges  the  effect  of the  election;  and (D) the  Spouse's  consent  is
witnessed by a Plan representative or notary public. If it is established to the
satisfaction of a Plan representative that there is no Spouse or that the Spouse
cannot be located, a waiver will be deemed a qualified election.

         Any  consent  by  a  Spouse  obtained  under  this  provision  (or  the
establishment  that  the  consent  of a  Spouse  may not be  obtained)  shall be
effective only with respect to such Spouse. A consent that permits  designations
by the  Participant  without any  requirement of further  consent by such Spouse
must  acknowledge  that the Spouse has the right to limit  consent to a specific
Beneficiary and that the Spouse  voluntarily  elects to relinquish such right. A
revocation of a prior waiver may be made by a Participant without the consent of
the  Spouse at any time  before  the  commencement  of  benefits.  The number of
revocations shall not be limited.  However, once the Spouse has consented to the
Participant's  election,  such  Spouse's  consent  cannot be revoked  unless the
Participant also revokes the Participant's  election.  No consent obtained under
this  provision  with  regard to waiver of a  Qualified  Preretirement  Survivor
Annuity  form of benefit  shall be valid  unless the  Participant  has  received
notice as provided in the preceding Subsection (g)(1).

                 8. SEVERANCE FROM SERVICE PRIOR TO RETIREMENT,
                  DISABILITY OR DEATH: VESTING AND FORFEITURES

         8.1 VESTED BENEFIT.  If, as of a  Participant's  date of termination of
Service with the Employer,  the  Participant  is not entitled to a benefit under
Article 6 (i.e.,  a  Retirement  or  Disability  benefit),  or 7 (i.e.,  a death
benefit),  the  Participant  may be  entitled  to a Vested  Benefit  under  this
Section.  Such Vested  Benefit  shall be equal to the Vested and  nonforfeitable
percentage of the aggregate of the Participant's Employer Accounts determined in
accordance with the Vesting Schedule described in Section 8.2, together with one
hundred percent (100%) of all of the Participant's other Accounts.

         8.2 VESTING SCHEDULE.  Upon the termination of a Participant's  Service
before his Normal Retirement Date for any reason other than death or Disability,
the  amount  in  the  Participant's  Employer  Matching  Contributions  Account,
Employer  Profit  Sharing  Account,  Retirement  Plan


                                       41
<PAGE>

Accounts and ESOP Accounts (including the PAYSOP Account) shall be Vested in the
Participant according to the following schedules:

         (a) For Participants who are not credited with an Hour of Service on or
after January 1, 2002:


                                                        EMPLOYER ACCOUNT VESTED
         YEARS OF VESTING SERVICE                          PERCENTAGE OF EACH

            Less than 4 years                                   0%

            4 years                                            40%

            5 years or more                                   100%

         (b) For  Participants  who are  credited  with an Hour of Service on or
after  January 1, 2002,  but who are not credited  with an Hour of Service on or
after January 1, 2003:


                                                        EMPLOYER ACCOUNT VESTED
         YEARS OF VESTING SERVICE                          PERCENTAGE OF EACH

            Less than 3 years                                   0%

            3 years or more                                   100%


         (c) For  Participants  who are  credited  with an Hour of Service on or
after January 1, 2003:

                                                        EMPLOYER ACCOUNT VESTED
         YEARS OF VESTING SERVICE                           PERCENTAGE OF EACH

            1 year or more                                    100%

         The amount credited to the Participant's  other Accounts shall be fully
Vested and nonforfeitable at all times.

         8.3 EMPLOYER CONTRIBUTION FORFEITURES IN GENERAL

         (a) Transfer of Forfeitures to Forfeiture  Suspense  Account.  Upon the
termination  of Service  with the  Employer  of a  Participant  who is not fully
Vested  in the  value  of all  the  Participant's  Accounts,  the  value  of the
Participant's  Accounts as of the  Allocation  Date  immediately  preceding such
termination  which is in excess  of the  amount  which is  Vested  and which are
therefore  forfeitable in accordance with the provisions of the Vesting Schedule
shall be credited to the Participant's  Forfeiture  Suspense Account  associated
with the type of Employer  contribution  which is being  forfeited.  It is noted
that a Participant  who has terminated  Service shall be treated as fully Vested
in the remaining value of the Participant's Accounts during the period after the
forfeiture is

                                       42
<PAGE>

credited to the Participant's Forfeiture Suspense Account. Gain or loss shall be
allocated to such  Forfeiture  Suspense  Account in accordance  with Section 5.4
hereof.

         (b)   Forfeiture   on   Distributions   and  Rehire  in  Plan  Year  of
Distributions.  In the event of  distribution  of the entire Vested balance of a
Participant's  Accounts,  any amount  credited to the  Participant's  Forfeiture
Suspense  Account  shall  be  forfeited  as of the  date of  such  distribution.
However,  if the  Participant is reemployed by the Employer as an Employee prior
to the end of the Plan  Year in  which  such  distribution  occurs,  the  amount
credited to each Participant's  Forfeiture Suspense Account shall be restored to
the  Participant's  Account  with respect to which the  forfeiture  was made and
accounted  for  separately  thereunder.  Thereafter,  the  value  of the  Vested
interest  in  these  restored  Participant's  Accounts  shall be  determined  in
accordance with Section 8.2.

         (c)  Forfeiture  on Five  Breaks in Service.  Any amount  credited to a
Participant's Forfeiture Suspense Account that has not been previously forfeited
in  accordance  with the foregoing  subsection  (b) shall be forfeited as of the
Allocation  Date coincident with or next following the date when the Participant
incurs five (5) consecutive one (1) year Breaks in Service.

         (d)  All  amounts  credited  to a  Forfeiture  Suspense  Account  shall
continue  to be  held  until  a  forfeiture  occurs  pursuant  to the  foregoing
subsection (b) or subsection  (c) and shall receive  allocations of gain or loss
pursuant to Section 5.4 hereof.

         (e)  Neither the  Participant  whose  interest  has been  forfeited  as
provided  in  the  preceding  subsection  (b)  or  (c),  nor  the  Participant's
Beneficiary,   executor,   administrator   or  other  person   claiming  on  the
Participant's  behalf  shall  thereafter  be  entitled  to  any  such  forfeited
interest.

         (f) The amounts forfeited under the provisions of subsection (b) or (c)
of this Section shall be applied as soon as possible first to pay Plan expenses,
as described in Section 5.4(c) and to the extent directed by the  Administrator,
and then to reduce Matching Employer Contributions, or if the forfeitures are in
excess of the  amount  needed to meet the  targeted  match,  then  allocated  as
Employer  Profit Sharing  Contributions  under the Plan, and for all purposes of
the Plan, including allocation, shall be treated as an Employer Contribution for
the Plan Year in which they are so applied;  provided,  however,  that  Employer
Contribution  Forfeitures may also be used to restore a reemployed Participant's
Accounts as provided in Section 8.4.

         8.4 RESTORATION OF AMOUNTS CREDITED TO EMPLOYER CONTRIBUTION FORFEITURE
SUSPENSE  ACCOUNTS AND POSSIBLE  REPAYMENT  REQUIREMENT  FOR  PARTICIPANTS  WITH
VESTED BENEFITS

         (a)  Reemployment  Before Five Breaks in Service if Forfeiture  Did Not
Occur. In the event of a Participant's  reemployment prior to incurring five (5)
consecutive one (1) year Breaks in Service after the  Participant's  termination
of Service, any amount credited to the Participant's  Retirement Plan Forfeiture
Suspense  Account and ESOP  Forfeiture  Suspense  Account  that has not yet been
forfeited  pursuant  to  Section  8.3(b) of the Plan  shall be  restored  to the
Participant's Accounts from which the forfeitures occurred as of the date of the
Participant's reemployment.

                                       43
<PAGE>


         (b)  Reemployment  Before  Five  Breaks in Service if  Forfeitures  Did
Occur. In the event of a Participant's  reemployment prior to incurring five (5)
consecutive one (1) year Breaks in Service after such termination of employment,
any amount  that was  credited to a  Forfeiture  Suspense  Account and  actually
forfeited  as a result of a  distribution  of the entire  Vested  balance of the
Participant's  Accounts shall be restored to the  Participant's  Accounts if and
only if the  Participant is reemployed by the Employer and repays to the Trust a
single sum equal to the full amount of such distribution prior to the earlier of
the fifth (5th) anniversary of the  Participant's  reemployment or the date that
the Participant incurs five (5) consecutive one (1) year Breaks in Service after
the date of  distribution.  Thereafter,  these restored  Participant's  Accounts
shall  be  accounted  for  separately.  Any  Employer  Contribution  Forfeitures
occurring  with  respect  to other  Participants  in the Plan  Year in which the
Participant  makes the  required  repayment  shall  first be used to restore the
amount that the Participant forfeited. If Employer Contribution Forfeitures with
respect to other  Participants  in the  current  Plan Year are  insufficient  to
provide the necessary funds for all required  restoration of  forfeitures,  then
the  Employer  shall  contribute  the  additional  amount  to the  Plan  that is
necessary for such purpose.

         (c)  Reemployment  After Five  Breaks in  Service.  A  Participant  who
terminated  employment with the Employer and is only reemployed  after incurring
five  (5)  consecutive  one (1)  year  Breaks  in  Service  shall  not  have any
forfeiture restored to the Participant's  Accounts and shall not be permitted to
repay any amounts distributed.  Furthermore,  the Participant's Years of Vesting
Service  after such five (5)  consecutive  Breaks in Service  shall not be taken
into account for  determining  the vesting of the  Participant's  Accounts which
existed before such five (5) consecutive Breaks in Service.

         8.5 FORFEITURE AND RESTORATION IF NO VESTED ACCOUNT BALANCE

         (a) In General.  This Section 8.5 shall apply in lieu of Sections  8.3,
8.4 and 8.6 upon the  termination of a  Participant's  Service who has no Vested
balance in any of the  Participant's  Employer  Accounts pursuant to the Vesting
Schedule and who had not previously made any Elective Deferrals to the Plan. The
value of such Accounts of the Participant,  including any final allocation which
the  Participant  would have been  entitled to receive,  shall be deemed to have
been   distributed  to  the   Participant   and  shall  be  forfeited  upon  the
Participant's termination of employment. The amount forfeited in accordance with
this  Section  shall be  utilized as  provided  in Section  8.3(f),  unless such
Employer   Contribution   Forfeitures   are  used  to   restore  a   re-employed
Participant's  Accounts as provided in the following Subsection (b). Neither the
Participant  whose  interest  has been  forfeited  as provided  in this  Section
8.5(a),  nor the  Participant's  Beneficiary,  executor,  administrator or other
person claiming on the Participant's behalf, shall thereafter be entitled to any
such  forfeited  interest,   except  as  otherwise  provided  in  the  following
Subsection (b).

         (b) Restoration of Forfeited Accounts.  In the event of a Participant's
reemployment  prior to  incurring  five (5)  consecutive  one (1) year Breaks in
Service after the  Participant's  termination of Service,  any amount  forfeited
under Section 8.5(a) as of the date of the Participant's  reemployment  shall be
restored as provided herein. Any Employer Contribution  Forfeitures occurring in
the Plan Year the Participant is re-employed  shall first be used to restore the
amount that the Participant forfeited.  If Employer Contribution  Forfeitures in
the current Plan Year


                                       44
<PAGE>

are insufficient to provide the necessary funds for all required  restoration of
Employer  Contribution  Forfeitures,  then the  Employer  shall  contribute  the
additional amount to the Plan that is necessary for such purpose.  A Participant
described in Section 8.5(a) and who is only reemployed  after incurring five (5)
consecutive  one (1) year  Breaks  in  Service  shall  not  have any  forfeiture
restored to the Participant's Account.

         8.6 VESTED  INTEREST IN EMPLOYER  ACCOUNT AFTER A DISTRIBUTION OR AFTER
TERMINATION OF EMPLOYMENT

         (a) This Section 8.6 shall be  inapplicable to the extent a Participant
terminates Service with a zero percent (0%) Vested interest in the Participant's
Employer Account.

         (b) Except as provided  in the  following  Subsection  (c), at any time
after  a  distribution   has  been  charged  in  whole  or  in  part  against  a
Participant's  Employer  Accounts as  described in Section 8.2 hereof and before
such  Participant  is fully  Vested in  accordance  with the  provisions  of the
Vesting  Schedule  hereof,  the value of a Participant's  Vested interest in the
Participant's  Employer  Accounts  as of any  Valuation  Date  for any  purpose,
including  the  determination  of the  amount  which  is to be  allocated  to an
Employer Contribution  Forfeiture Suspense Account upon a subsequent termination
of the Participant's  employment,  shall be equal to (1) minus (2), but not less
than zero (0), where:

               (1) equals the  Participant's  Vested  percentage,  determined in
accordance with the Vesting Schedule,  multiplied by the sum of (A) the value of
the  Participant's  Employer  Account  as of the  Allocation  Date  plus (B) the
aggregate amount of all distributions as of such Allocation Date; and

               (2)  equals  the  aggregate  amount  of all  prior  distributions
chargeable against the Participant's Employer Accounts under Section 8.2 hereof.

         (c) A Participant who has terminated  Service shall be treated as fully
Vested in the remaining value of the Participant's  Employer Accounts during the
period  when an amount is  credited  to a  Forfeiture  Suspense  Account  of the
Participant.  A Participant  who has  forfeited  the value of the  Participant's
Employer Accounts that was transferred to the Participant's  Forfeiture Suspense
Accounts  shall  at all  times  thereafter  be  fully  Vested  in the  value  of
nonforfeited amounts in the Participant's Employer Accounts;  provided, however,
that if the Participant  exercises the  Participant's  repayment  right, if any,
under  Section  8.4  hereof,  then the  regular  Vesting  Schedule  shall  apply
thereafter  to  the  Participant's  restored  Employer  Accounts.   Also,  if  a
Participant who has forfeited the value of the  Participant's  Employer Accounts
that was  transferred to the Forfeiture  Suspense  Account of the Participant is
reemployed by the Employer and either has not yet  exercised  the  Participant's
repayment  rights under Section  8.4(b) hereof or has no such  repayment  rights
because the Participant was only reemployed after incurring five (5) consecutive
one (1) year Breaks in Service,  then any subsequent  Employer  Contributions to
which the  Participant  is entitled  shall be allocated to a separate  Qualified
Nonelective  Employer  Account,  Employer  Matching  Account or Employer  Profit
Sharing Account, as the case may be, until such time as the Participant is fully

                                       45
<PAGE>

Vested in accordance  with the  provisions of Section 8.2 hereof.  In any event,
the Vested value of a Participant's  Employer Accounts shall only be distributed
in accordance with Article 12 herein.

                              9. DISTRIBUTION RULES
                            RELATING TO PLAN ACCOUNTS
                      (OTHER THAN RETIREMENT PLAN ACCOUNTS)

         9.1  PROVISIONS IN GENERAL.  The Provisions of this Article shall apply
on and after  January 1, 1998 with respect to all of a  Participant's  Accounts,
other than his or her  Retirement  Plan Account.  Separately,  the provisions of
Article 10 describe the rules  applicable  to  Retirement  Plan Accounts and the
provisions  of  Article 11 apply  special  rules for ESOP  Accounts  that are in
addition  to the  provisions  of  this  Article  9.  However,  the  distribution
provisions  herein  shall be  subject  to the  legal  restrictions  and  general
distribution  rules  set  forth in  Article  12 (such  as the  minimum  required
distribution rules under Code Section 401(a)(9)).

         9.2 METHOD OF DISTRIBUTION

         (a) Normal Method of Distribution. The normal method of distribution of
the  Vested  balance  of  a   Participant's   Plan  Accounts   (other  than  the
Participant's  Retirement Plan Account,  to which Article 10 applies) shall be a
lump  sum:  provided,   however,   that  a  Participant  (or  the  Participant's
Beneficiary  in the  event of the  Participant's  death)  may  elect to  receive
payment in installments in accordance  with Section 9.2(b) hereof.  However,  no
election  to receive  payment in  installments  may be made with  respect to any
distribution  commencing  after the earlier of (1) the 90th day following notice
provided by the Plan Administrator that the installment  payment option has been
eliminated, or (2) January 1, 2003.

         (b)  Installment  Method of  Distribution.  The  installment  method of
distribution  specifying the number and frequency of such installments  shall be
determined  in  accordance  with  Section  12.7  over a period  selected  by the
Participant  (or the  Participant's  Beneficiary)  and not exceeding the maximum
permissible  period determined in accordance with Section 12.1 hereof.  However,
no election to receive payment in  installments  may be made with respect to any
distribution  commencing  after the earlier of (1) the 90th day following notice
provided by the Plan Administrator that the installment  payment option has been
eliminated, or (2) January 1, 2003.

         9.3 DATE OF DISTRIBUTION

         (a)  Distribution of a Participant's  Vested Plan Accounts,  other than
the Participant's Retirement Plan Account, to which Article 10 applies, shall be
made or  commence  to be paid by the  Trustee as soon as  practicable  after the
Participant has terminated  employment with the Employer and filed a request for
such a distribution in accordance with such forms and procedures  established by
the Plan  Administrator  for such  purpose  (including  through the use of forms
available  through  written,  electronic,  telephonic  or other  means).  Such a
distribution  request  shall be  treated  as a claim for  benefits  and shall be
processed as required by Section 16.2.  Such a request shall specify the form of
payment desired by the Participant and the requested date of distribution, which
should allow a reasonable  period of time for processing the request pursuant to

                                       46
<PAGE>


Section  16.2.  The Plan  Administrator  and the Trustee  shall  comply with any
reasonable request to the extent possible. The value of any distribution made in
Employer  Stock shall be based on the value of the Stock as of the last business
day of the month immediately  prior to the date of distribution.  A distribution
may be delayed for a  reasonable  period of time,  if  necessary,  to  liquidate
sufficient  assets  to make such  distribution  without  incurring  unreasonable
losses.  Notwithstanding the foregoing, a Participant who has been reemployed by
the Employer (or any Controlled Group Member) shall not be entitled to receive a
distribution  from the Plan as long as the Participant  remains  employed by the
Employer  (or  Controlled  Group  Member),  except as required  by Section  12.1
hereof.  In addition,  certain  small  benefits  shall be cashed out pursuant to
Section 12.4. If a Participant is entitled to a final  allocation at termination
of employment,  distribution of the Vested balance of the  Participant's  401(k)
Plan Accounts in the Plan shall  normally be delayed until the final  allocation
of the  Plan  Year in which  termination  of  Service  occurred  reflecting  all
allocations which respect to the Participant are completed. A Participant who is
entitled to a final  allocation at termination of Service may request an earlier
distribution  based on the  Vested  balance  otherwise  distributable  as of the
Allocation Date immediately  preceding the Participant's  termination of Service
(to be followed as soon as practicable  after such final  allocations  have been
made,  including  the  crediting of earnings and the debiting of losses,  with a
supplemental  distribution  for the  Allocation  Period in which  termination of
employment  occurred).  The Plan Administrator  shall authorize  distribution as
soon as practicable after receiving such a request for an earlier distribution.

         (b)  Subject  to  the  remaining  provisions  of  this  Subsection,   a
Participant may defer the date of distribution until a distribution is otherwise
required to be made hereunder in accordance with the minimum  distribution rules
of Section  401(a)(9) of the Code,  as  reflected in Section 12.4 by  requesting
such deferral in writing delivered to the Plan Administrator. During such period
of deferment  such  Participant  shall share in allocation of Trust Fund gain or
loss as  described  in  Section  5.4  hereof.  Notwithstanding  anything  to the
contrary,  and in the absence of such a written deferral election,  distribution
of  a  Participant's   Accounts  shall  be  made  to  the  Participant  (or  the
Participant's  Beneficiary) as soon as practicable after the earliest of (i) the
date  the  Participant   attains  Normal  Retirement  Age  (if  the  Participant
terminates employment before attaining Normal Retirement Age); (ii) the date the
Plan  Administrator  is notified of the  Participant's  death; or (iii) the date
that the Participant consents to such distribution;  provided,  however, that if
the Participant  terminates  employment after having attained Normal  Retirement
Age,  distribution  shall,  in all events,  be made as soon as  administratively
practicable  thereafter,  in the absence of a written deferral election referred
to above.

         (c)   Notwithstanding   anything  to  the  contrary,   in  all  events,
distributions  under the Plan shall comply with the requirements of Code Section
401(a)(14) and the regulations  issued  thereunder and shall be made (subject to
applicable  elections by the  Participant),  no later than sixty (60) days after
the end of the Plan Year in which  occurs  the  latest of (1) the  Participant's
termination of employment, (2) the Participant's attainment of Normal Retirement
Age, or (3) the tenth (10th)  anniversary of the  Participant's  initial date of
Plan participation.

                                       47
<PAGE>


         (d)  Pursuant  to  Section  411(a)(11)  of  the  Code,  consent  by the
Participant  in a form and manner  acceptable  to the  Administrator  (including
through electronic,  telephonic,  or other means as permitted under the Code) is
required prior to the  commencement  of a distribution  at any time prior to the
Participant's  Normal Retirement Date, if the value of the Participant's  Vested
Account balance derived from the Participant's  aggregate  Accounts exceeds five
thousand dollars ($5,000). For distributions prior to July 1, 2001, such consent
was  required  for  all  such  distributions  whether  or not the  value  of the
Participant's  Vested Account balance derived from the  Participant's  aggregate
Accounts  exceeded five thousand  dollars  ($5,000).  In any event,  neither the
consent of the Participant nor the Participant's Spouse shall be required to the
extent that a distribution is required to satisfy Section  401(a)(9) of the Code
or is  otherwise  required  by  applicable  law.  In  addition,  consent  by the
Participant or the Participant's  Spouse shall not be required if a distribution
is made after the Participant has attained Normal Retirement Age.

         (e) In  the  event  of a  Participant's  death  before  receipt  of the
Participant's entire Vested Account balance, any balance shall be payable to the
Participant's  Beneficiary in accordance with the rules governing death benefits
set forth in Article 7. The consent  provisions of the preceding  Subsection (d)
do not apply after the death of the Participant.

         (f) A  Participant  who  continues  in Service  past the  Participant's
Normal  Retirement  Date may elect to receive a distribution  of his or her Plan
Accounts under this Article even though the Participant is still in Service.

                10. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES
                    RELATING TO THE RETIREMENT PLAN ACCOUNTS

         10.1 PROVISIONS IN GENERAL.  The provisions of this Article shall apply
only to the  Retirement  Plan  Accounts  after  January  1,  1998  and  shall be
effective in lieu of the other distribution provisions of this Plan in Article 9
and Article 11. However, the distribution  provisions herein shall be subject to
the  general  distribution  rules set forth in Article  12 (such as the  minimum
required distribution rules under Code Section 401(a)(9)).

         10.2  METHODS  OF  DISTRIBUTION   UPON  TERMINATION  OF  EMPLOYMENT  OR
RETIREMENT

         (a) Normal Form of Benefit Payment.  Unless an optional form of benefit
is selected  pursuant to a qualified  election within the ninety (90)-day period
ending on the "Annuity  Starting  Date" (as defined in the following  subsection
(e)), a married Participant's  Retirement Plan Accounts will be paid in the form
of a Qualified Joint and Survivor Annuity and an unmarried Participant's Account
will be paid in the form of a Life Annuity.  The  Participant  may elect such an
annuity  distribution  whenever the  Participant  is entitled to elect a date of
distribution pursuant to Section 10.3. However,  certain small benefits shall be
cashed out pursuant to Section 12.4.

         (b) The  Purchase of an Annuity to Pay  Benefits.  Such Life Annuity or
Qualified  Joint and  Survivor  Annuity  shall be provided by a  nontransferable
annuity  contract  purchased  by the  Trustee  with the  lump  sum  value of the
Participant's  entire  Retirement Plan Accounts from an insurance company (based
on unisex purchase rates) approved by the Administrator. Only the Spouse


                                       48
<PAGE>

to whom the  Participant is married at the time that benefits  commence shall be
entitled to receive payments under such a survivor annuity, except to the extent
that a Qualified Domestic Relations Order may have provided that a former Spouse
is treated as the  Participant's  Spouse for such purpose prior to the time that
benefits commence. The terms of any annuity contract purchased or distributed by
the Plan to a  Participant  or a  Participant's  Spouse  shall  comply  with the
requirements of Section 401(a)(9) of the Code and the regulations thereunder set
forth in Section 12.1 hereof.

         (c) Death Before  Commencement  of Benefits.  If a married  Participant
dies before  commencement  of the  Participant's  benefits,  distribution of any
benefits to which this Section 10.2 applies shall be payable solely according to
the  provisions  of  Section  7.3,  which  include  provision  for  a  Qualified
Preretirement  Survivor  Annuity  unless  waived  by the  Participant  with  the
requisite spousal consent. If an unmarried  Participant dies before commencement
of  the  Participant's  benefits,  distribution  of the  Participant's  benefits
hereunder also shall be subject to the provisions of Section 7.3 hereof.

         (d) Optional Form of Benefit Distribution. Subject to the provisions of
this Section,  a Participant  (or, in the event of the  Participant's  death,  a
Beneficiary  entitled to receive a  distribution  under the Plan) may elect,  as
provided in this Subsection (d), an optional method of distribution of the value
of the Participant's Account(s) from among the following methods:

               (1) a lump sum; or

               (2) installments  determined in accordance  with Section 12.7 of
the  Plan  over a  period  selected  by the  Participant  (or the  Participant's
Beneficiary)  of an amount  not less than the  minimum  payment  required  under
Section 12.1 hereof and not exceeding the period permitted under Section 12.7 or
the maximum  permissible  period  determined  in  accordance  with  Section 12.1
hereof.  Notwithstanding  the  foregoing,  no  election  to  receive  payment in
installments may be made with respect to any  distribution  commencing after the
earlier of (1) the 90th day following notice provided by the Plan  Administrator
that the installment payment option has been eliminated, or (2) January 1, 2003;
or

               (3) level  monthly  payments  under  a  nontransferable  annuity
contract  purchased  by the  Trustee  with  the lump  sum  value of such  vested
interest  (or the portion  thereof  being  distributed  in this  method) from an
insurance  company  (based on unisex  purchase  rates) as  directed  by the Plan
Administrator payable:

                    (A)  for  the  lifetime  of  the   Participant  (or  if  the
Participant has already died, for the Beneficiary's lifetime),

                    (B) for the Participant's lifetime with a guaranteed minimum
number of payments  not  exceeding  the  Participant's  life  expectancy  at the
annuity commencement date, or

                    (C) for  the  Participant's  lifetime  with  provisions  for
continuing level monthly  payments of a specified  percentage (not exceeding one
hundred percent (100%) of the


                                       49
<PAGE>

amount  of  such  Participant's   monthly  payments  for  the  lifetime  of  the
Participant's Beneficiary;  provided,  however, if the Beneficiary is other than
the Participant's  Spouse,  the present value of payments expected to be made to
the  Participant  must exceed fifty  percent (50%) of the present value of total
payments   expected  to  be  made  to  the  Participant  and  the  Participant's
Beneficiary; or

               (4) any  combination  of the foregoing  which in the aggregate is
equivalent to the lump sum value of such Vested Retirement Plan Accounts.

         A  Participant  (or,  in  the  event  of  the  Participant's  death,  a
Beneficiary  entitled to receive a distribution  under the Plan) may elect, from
among the methods  specified  in this  Subsection  (d),  an  optional  method of
distribution of the Participant's Vested Retirement Plan Accounts. Such election
and the revocation or change of such election  shall be made in writing,  in the
form and manner prescribed by the Plan Administrator. The period for making such
election  shall  begin on a  Participant's  Entry  Date and end on the date that
distribution  of  benefits to the  Participant  commences.  Notwithstanding  the
foregoing,  a  Participant  may only elect an  optional  method of  distribution
pursuant to the rules and conditions stated in the following Subsection (e).

         (e) Spousal  Notice  Requirement  in General.  Except for small benefit
cashouts made pursuant to Section 12.4, the following rules and conditions shall
apply  regarding  notice to  Participants  of the right to elect not to  receive
distribution of the  Participant's  Vested  Retirement Plan Accounts in the form
otherwise  provided  pursuant to the preceding  Subsection (a) and regarding the
requirement that a married Participant's Spouse consent to any such election:

               (1) Timing and Content of Notice.  A  Participant  shall  receive
election  information from the Employer regarding a Qualified Joint and Survivor
Annuity if the  Participant is married (or a Life Annuity if the  Participant is
unmarried) no less than thirty (30) days and no more than ninety (90) days prior
to the Annuity Starting Date. Such election  information shall contain a written
explanation of (i) the terms and conditions of the Qualified  Joint and Survivor
Annuity if the  Participant is married or the Life Annuity if the Participant is
unmarried,  (ii) the Participant's right to make, and the effect of, an election
to waive the Qualified Joint and Survivor  Annuity if the Participant is married
or the Life  Annuity  if the  Participant  is  unmarried,  (iii) the rights of a
married  Participant's  Spouse to  consent in  writing  to such  election  or to
withhold such consent,  and (iv) the  Participant's  right to revoke an election
and the effect of such revocation.

               (2) Spousal  Consent and Qualified  Election.  A Participant  may
elect in  writing,  within  the  election  period  to waive the  payment  of the
Participant's  benefits  from Vested  Retirement  Plan Accounts in the form of a
Qualified  Joint and Survivor  Annuity if the  Participant  is married or in the
form of a Life Annuity if the  Participant  is  unmarried.  Notwithstanding  the
foregoing  period  in which  the  election  information  must be  given,  if the
Participant is to receive a Qualified Joint and Survivor  Annuity,  the election
information  may be  provided  after the Annuity  Starting  Date.  However,  the
election  period  during which a  Participant  may elect to waive the  Qualified
Joint and Survivor Annuity (with spousal consent) shall continue for thirty (30)
days after the election  information is provided.  The Secretary of the Treasury
may by regulations  limit the period of time by which the Annuity  Starting Date
precedes the provision of the election  information other than by providing that
the Annuity  Starting Date may not be earlier than  termination  of

                                       50

<PAGE>

employment.  Notwithstanding  the foregoing,  the Participant may elect to waive
(with spousal consent) the aforementioned thirty (30) day waiting period as long
as  the  distribution  begins  at  least  seven  (7)  days  after  the  election
information is given.

         Any waiver of a Qualified Joint and Survivor Annuity form of benefit by
a married  Participant with respect to Vested Retirement Plan Accounts shall not
be effective unless: (A) the married Participant's Spouse consents in writing to
the election; (B) the election designates a specific Beneficiary,  including any
class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal  consent (or the Spouse  expressly  permits  designations by the
Participant  without any further  spousal  consent);  (C) the  Spouse's  consent
acknowledges  the  effect  of the  election;  and (D) the  Spouse's  consent  is
witnessed  by  a  Plan   representative  or  notary  public.   Additionally,   a
Participant's  waiver of a Qualified  Joint and  Survivor  Annuity  shall not be
effective unless the election  designates a form of benefit  payment,  which may
not be  changed  without  spousal  consent  (or  the  Spouse  expressly  permits
designations by the Participant  without any further spousal consent).  If it is
established to the  satisfaction of the Employer that there is no Spouse or that
the Spouse cannot be located, a waiver will be deemed a qualified election.

         Any  consent  by  a  Spouse  obtained  under  this  provision  (or  the
establishment  that  the  consent  of a  Spouse  may not be  obtained)  shall be
effective only with respect to such Spouse. A consent that permits  designations
by the  Participant  without any  requirement of further  consent by such Spouse
must  acknowledge  that the Spouse has the right to limit  consent to a specific
Beneficiary,  and a specific  form of  benefit  where  applicable,  and that the
Spouse  voluntarily  elects  to  relinquish  either  or both of such  rights.  A
revocation of a prior waiver may be made by a Participant without the consent of
the  Spouse at any time  before  the  commencement  of  benefits.  The number of
revocations  shall not be limited.  However,  once a Spouse has  consented  to a
Participant's  election,  such  Spouse's  consent  cannot be revoked  unless the
Participant also revokes the Participant's  election.  No consent obtained under
this provision with regard to waiver of a Qualified  Joint and Survivor  Annuity
form of benefit  shall be valid unless the  Participant  has received  notice as
provided in the preceding  paragraph  (1). If a Participant is divorced prior to
the Annuity Starting Date, any election made hereunder while the Participant was
married shall remain in force unless the Participant changes such election,  the
Participant is remarried,  or a Qualified  Domestic  Relations Order provides to
the contrary.

               (3) Notwithstanding  the foregoing  provisions of this subsection
and in addition  to the  exception  for  certain  small  benefit  cashouts  made
pursuant  to  Section  12.4,  certain  exceptions  to these  consent  rules  are
specified in Section 10.3(d) hereof.

         (f)  Participants  Who Die After Annuity Starting Date. For purposes of
this Section,  if a Participant dies after the Annuity Starting Date, the Spouse
to whom the  Participant  was married on the Annuity  Starting Date shall be the
Spouse  who  is  entitled  to  any  survivor  annuity  hereunder,  even  if  the
Participant  is not  married  to such  Spouse  on the date of the  Participant's
death,  unless  otherwise  provided in a Qualified  Domestic  Relations Order. A
former Spouse will be treated as the Spouse to whom the  Participant  is married
on the Annuity  Starting Date to the extent provided under a Qualified  Domestic
Relations Order.

                                       51
<PAGE>


         (g) Exception for Retirement Plan.  Notwithstanding the foregoing, with
respect to benefits from the Retirement Plan which commenced prior to August 23,
1984,  only the forms of  distribution  available  under the  provisions  of the
Retirement  Plan  which  were  in  effect  as  of  the  date  of   distribution,
disregarding  this Plan as  amended  and  completely  restated  effective  as of
January 1, 1989, are required to have been made available,  and the consent of a
surviving  Spouse shall not be required  with respect to any such benefit  which
actually commenced prior to August 23, 1984.

         10.3 DATE OF DISTRIBUTION

         (a) General  Rule. A Participant  who  terminates  employment  with the
Employer shall be entitled to request  distribution of the Participant's  Vested
Retirement  Plan  Accounts  in the  Plan at any  time  after  the  Participant's
termination of employment.  Actual distribution to a Participant who is entitled
to request a distribution in accordance  with this  subsection  shall be made or
commenced as soon as  practicable  after such a Participant  has filed a written
application  requesting a distribution,  and the  distribution  shall be made or
commenced in accordance  with the date of  distribution  requested to the extent
practicable.  No  distribution  shall  be  made  to  a  Participant  during  the
Participant's  continued employment with the Employer prior to the Participant's
attainment of Normal  Retirement  Age. In addition,  a Participant  who has been
reemployed shall not be entitled to receive a distribution from the Plan as long
as the  Participant  remains  employed  by the  Employer,  except as required by
Section 12.1, or except as elected by the Participant on or after  attainment of
Normal Retirement Age. Also, it should be noted that certain small benefits will
automatically  be cashed out in accordance  with the  provisions of Section 12.4
without  any  request  by the  Participant.  A  distribution  may be  delayed  a
reasonable  period of time if necessary to liquidate  sufficient  assets to make
such distribution without incurring unreasonable losses.

         (b) Right to Defer Distribution. Subject to the remaining provisions of
this  subsection,  prior  to the  receipt  of  the  value  of the  Participant's
Account(s),  a Participant  who terminates  employment  prior to age seventy and
one-half  (70 1/2) may elect,  by written  election  on a form  approved  by the
Administrator,  to defer  receipt of the value of the  Participant's  Account(s)
until  a  distribution  is  otherwise  required  to be  made  hereunder  and  in
accordance  with Code Section  401(a)(9).  During such period of deferment  such
Participant shall share in allocation of Trust Fund gain or loss as described in
Section 5.4 hereof. Notwithstanding anything to the contrary, and in the absence
of such a deferral  election,  distribution  of a  Participant's  Accounts shall
commence or be made to the Participant (or the  Participant's  Beneficiary),  in
the form of benefit  elected,  subject to Section 10.2,  as soon as  practicable
after the  earliest  of (i) the end of the Plan  Year in which  the  Participant
attains Normal Retirement Age (if the Participant  terminates  employment before
attaining  Normal  Retirement  Age);  (ii) the date  the Plan  Administrator  is
notified  of the  Participant's  death;  or (iii) the date that the  Participant
(and, if applicable,  the Participant's  Spouse) consents to such  distribution;
provided,  however,  that if the Participant  terminates employment after having
attained Normal Retirement Age,  distribution  shall, in all events, be made (or
commence to be paid) as soon as administratively  practicable thereafter, in the
absence of such a written deferral election, as referred to above.


                                       52
<PAGE>

         (c)  Required  Distribution  Rules.  Notwithstanding  anything  to  the
contrary,  in all  events,  distributions  under the Plan shall  comply with the
requirements of Code Section  401(a)(14) and the regulations  issued  thereunder
and shall be made (subject to applicable elections by the Participant), no later
than sixty  (60) days after the end of the Plan Year in which  occurs the latest
of (1) the  Participant's  termination  of  employment,  (2)  the  Participant's
attainment of Normal Retirement Age, or (3) the tenth (10th)  anniversary of the
Participant's initial date of Plan participation.

         (d)  Requirement for Consent by Participant  (and Spouse).  Pursuant to
Section  411(a)(11) of the Code, consent by the Participant in a form and manner
acceptable to the Administrator  (including through electronic,  telephonic,  or
other means as permitted  under the Code) is required prior to the  commencement
of a distribution at any time prior to the Participant's  Normal Retirement Date
if the value of the  Participant's  Vested  Account  balances  in the  aggregate
exceeds five thousand dollars ($5,000). For distributions prior to July 1, 2001,
such consent was required for all such distributions whether or not the value of
the  Participant's   Vested  Account  balance  derived  from  the  Participant's
aggregate  Accounts exceeded five thousand dollars  ($5,000).  Any such required
consent by a Participant shall be obtained in writing within the ninety (90)-day
period ending on the benefit  commencement date. The Administrator  shall notify
the Participant of the right to defer any distribution  until the  Participant's
Normal Retirement Date. Such notification shall include a general description of
the material  features and an explanation of the relative values of the optional
forms of benefit  available  under the Plan in a manner  that would  satisfy the
notice  requirements of Section  417(a)(3) of the Code, and shall be provided no
less  than  thirty  (30)  days and no more than  ninety  (90) days  prior to the
benefit commencement date.

         The  Participant  and the  Participant's  Spouse  (or where  either the
Participant  or  the  Spouse  has  died,  the  survivor)  must  consent  to  any
distribution  of the Vested  Retirement Plan Account balance which is payable in
any form other than a Qualified Joint and Survivor Annuity.  The rules governing
such consent as contained in Section  10.2,  which reflect the  requirements  of
Section 417 of the Code, must be complied with to the extent they are applicable
(i.e.,  only to the  portion of a  Participant's  Accounts  attributable  to the
Retirement  Plan).  However,  such  rules are not  applicable  to small  benefit
cashouts made pursuant to Section 12.4. In any event, neither the consent of the
Participant nor the Participant's  Spouse shall be required to the extent that a
distribution  is  required  to  satisfy  Section  401(a)(9)  of the  Code  or is
otherwise required by applicable law. In addition, consent by the Participant or
the  Participant's  Spouse shall not be required to commence payment of benefits
subject to this Article 10 in the normal form of benefit under Section 10.2 if a
distribution  is made after a Participant  has attained  Normal  Retirement Age;
provided that the Participant shall have the right to elect alternative forms of
payment at such time  pursuant  to Section  10.2 in  accordance  with such rules
established by the Administrator, in its discretion.

         (e)  Participant's  Death Before  Receiving Full  Distribution.  In the
event of a Participant's death after commencement of benefit  distribution,  but
prior to  receiving  full payment of the  Participant's  entire  Vested  Account
balances,  distribution  of the unpaid balance of such Vested  interest shall be
made to the  Participant's  Beneficiary in accordance  with the benefit  payment
option applicable to the distribution.  The consent provisions of Subsection (d)
do not apply  after the death of the  Participant.


                                       53
<PAGE>

         (f)  Distributions  After Attainment  of  Normal  Retirement  Date.  A
Participant who continues in Service past the  Participant's  Normal  Retirement
Date may elect to receive a  distribution  under this  Article  even  though the
Participant is still in Service.(f)

                11. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES
                            RELATING TO ESOP ACCOUNTS
                   AND THE 401(k) PLAN EMPLOYER STOCK ACCOUNT

         11.1 PROVISIONS IN GENERAL.  The Provisions of this Article shall apply
only to the ESOP Accounts and the 401(k) Employer Stock Account after January 1,
1998 and shall be  effective  in  addition to the other  provisions  of the Plan
specifically relating to distributions described in Article 9 and the Retirement
Plan Accounts in Article 10. However,  the distribution  provisions herein shall
be subject to the legal restrictions and general distribution rules set forth in
Article 12 (such as the  minimum  required  distribution  rules of Code  Section
401(a)(9)).

         11.2 METHOD OF  DISTRIBUTION.  The normal method of distribution of the
Vested balance of a  Participant's  ESOP Accounts and 401(k) Plan Employer Stock
Accounts shall be made in accordance with the distribution  provisions otherwise
set forth in Article 9.

         11.3 DATE OF DISTRIBUTION

         (a) The provisions of Section 9.3 governing the date of distribution of
a   Participant's   Vested  Account  balance  and  Section  12.4  governing  the
distribution of small Accounts shall apply in the same manner to Vested benefits
attributable to the Participant's ESOP Stock Account. (a)

         (b) If the  Participant  separates from Service for a reason other than
reaching the Normal Retirement Date under the Plan, death, or Disability, and is
reemployed by the Employer before  distribution of the Participant's  ESOP Stock
Account pursuant to this subsection, any distribution to the Participant,  prior
to any subsequent separation from Service, shall only be made in accordance with
the terms of the Plan other than this Section.

         (c) Distributions from the ESOP Accounts shall be made in substantially
equal annual  payments  over a period of five (5) years  unless the  Participant
otherwise elects under applicable  provisions of this Plan;  provided,  however,
that  effective on the date that  installment  distributions  are not  available
under the Plan,  such amounts shall be  distributed in the form of a single lump
sum distribution.

         (d)  Distributions  After  Attainment  of  Normal  Retirement  Date.  A
Participant who continues in Service past the  Participant's  Normal  Retirement
Date may elect to receive a  distribution  under this  Article  even  though the
Participant is still in Service.

                                       54
<PAGE>


         11.4 VALUE OF VESTED INTEREST AND DISTRIBUTION IN CASH OR PROPERTY

         (a)  Determination  of the  value  of a  Participant's  Vested  Account
balance for purposes of distribution shall be determined under Section 5.4. Less
than the entire value of a Participant's Account balance as so determined may be
distributed initially if it seems likely that the Trust Fund has incurred a loss
that has not yet been reflected in the value of such Vested Account balance.  In
this  event,  a  supplemental  distribution  shall  be made as soon as  possible
following  the  next  allocation.   The  Plan  Administrator   shall  treat  all
Participants in a reasonable and nondiscriminatory  manner under this Subsection
(a).

         (b)  Each  Participant  shall  have  the  right  to  request  that  any
distribution  to which the  Participant may be entitled under the Plan and which
is attributable to amounts  invested in the Employer Stock Fund be made entirely
in  Employer  Stock,  provided  that cash  shall be  distributed  in lieu of any
fractional  share.  However,  this  right  shall not apply to the  portion  of a
Participant's  Account which the Participant has elected to invest in investment
funds other than the Employer Stock Fund in accordance with Section 17.5.

         11.5 ELECTIVE DISTRIBUTIONS

         (a) The following  definitions shall be applicable for purposes of this
Section 11.5:

               (1)  "Qualified  Participant"  shall mean a  Participant  who has
attained age  fifty-five  (55) and who has  completed at least ten (10) years of
participation in the Plan.

               (2) "Qualified  Election Period" shall mean the six (6) Plan Year
period  beginning  with  the  later of (i) the  first  Plan  Year in  which  the
individual  first  became a Qualified  Participant,  or (ii) the first Plan Year
beginning after December 31, 1986.

         (b) Each Qualified Participant shall be permitted to elect to receive a
distribution of that portion of the Participant's  ESOP Stock Account and PAYSOP
Account  which  is  equal  to  twenty-five  percent  (25%)  of the  value of the
Participant's ESOP Stock Account and PAYSOP Account on or before the most recent
Allocation  Date  reduced  by  the  amount  of  any  Employer  Stock  previously
distributed,  transferred or not invested in the Employer Stock Fund pursuant to
Participant investment elections provided for in Section 17.5.

         (c) Such election as described in Subsection  11.5(b) shall be made
within  ninety  (90)  days  after  the last day of each  Plan  Year  during  the
Participant's Qualified Election Period. Within ninety (90) days after the close
of the last Plan Year in the  Participant's  Qualified  Election Period,  `fifty
percent (50%)' shall apply in lieu of `twenty-five percent (25%)' in determining
the  amount  eligible  for  such  elective   distribution  under  the  foregoing
provisions of this Subsection (b). The Participant's  election shall be provided
to the Plan Administrator in writing.

         (d) This Section 11.5 shall apply  notwithstanding any other provision
of the Plan other than such provisions as require the consent of the Participant
to a distribution with a present

                                       55
<PAGE>


value in excess of five thousand dollars  ($5,000).  If the Participant does not
consent, such amount shall be retained in this Plan.


                 12. LEGAL RESTRICTIONS AND GENERAL REQUIREMENTS
                           ON THE PAYMENT OF BENEFITS

         12.1 MINIMUM REQUIRED  DISTRIBUTION  RESTRICTIONS.  Notwithstanding any
provisions  of the Plan to the  contrary,  the  provisions  in this Section 12.1
shall govern all distributions, in order to comply with Section 401(a)(9) of the
Code and the regulations thereunder. The applicable rules are as follows:

         (a) The rules applicable to a living Participant are as follows:

               (1)  Distribution to a living  Participant  must be commenced not
later than the required  beginning  date.  For  purposes of this  Section  12.1,
"required  beginning  date" for  Five-Percent  Owners  shall mean April 1 of the
calendar  year  following the calendar  year in which the  Participant  who is a
Five-Percent  Owner  attains age seventy and  one-half (70 1/2).  The  "required
beginning date" for Participants who are not Five-Percent  Owners shall be April
1 of the later of the calendar  year  following  the calendar  year in which the
Participant  attains age seventy and one-half (70 1/2), or retires.  In no event
shall any distribution be required hereunder prior to the earliest date required
under applicable regulations issued under the Code.

               (2) In  the  case  of a  distribution  that  commences  during  a
Participant's  lifetime,  except as provided in Subsection  (4) below and except
with respect to amounts subject to Article 10 (Retirement  Plan  Accounts),  the
form of payment must be in the form of a single sum of the Participant's  entire
Account(s).   Minimum  required  distributions  of  amounts  attributable  to  a
Participant's  Retirement  Accounts  must be paid in the normal  form of benefit
described  in Section  10.2,  unless the  Participant  (with the  consent of the
Participant's Spouse, if applicable) elects a single sum payment

               (3) If a  minimum  distribution  is  required  pursuant  to  this
Section  12.1 while the  Participant  is still  employed  by the  Employer,  the
Participant  may elect any of the forms of distribution  otherwise  available to
terminated  Participants  provided that at least the minimum amounts required to
be distributed pursuant to this Section 12.1 are distributed. Payment under this
Subsection  (a)(3)  may  occur  at any  time on or after  the  first  day of the
calendar  year in which the  Participant  attains age seventy and  one-half  (70
1/2).

         (b)  The  rules   applicable  to  a  distribution  to  a  Participant's
Beneficiary are as follows:

               (1) In the event that  distribution of a  Participant's  benefits
under the Plan had begun but had not been completed  prior to the  Participant's
date of death,  then the remaining portion of such benefits shall be distributed
at least as  rapidly as under the  method of  distribution  being used as of the
date of the Participant's death.

                                       56
<PAGE>


               (2) In the event that  distribution of a  Participant's  benefits
under the Plan had not begun prior to the Participant's  date of death, then any
remaining  benefits  shall be paid in full not  later  than  December  31 of the
calendar  year  containing  the  fifth  (5th)  anniversary  of the  death of the
Participant; provided, however, that payments may extend beyond such December 31
if such  payments are made over the life of the  Participant's  Beneficiary  (or
over a period not extending beyond the life expectancy of such  Beneficiary) and
such payments to the Participant's  Beneficiary begin not later than December 31
of  the  calendar  year  of  the  Participant's   death.  If  the  Participant's
Beneficiary is the Participant's  surviving  Spouse,  payments need not begin to
such Spouse  until  December 31 of the  calendar  year in which the  Participant
would have attained age seventy and one-half (70 1/2).  If the surviving  Spouse
dies before the  distribution to such Spouse  commences,  then the  distribution
rules  contained in this Section 12.1(b) shall be applied as if such Spouse were
the Participant.

               (3) For purposes of this Section  12.1(b),  life expectancy shall
be computed by the use of the return  multiples  contained in Tables V and VI of
Section  1.72-9 of the Income Tax  Regulations as the relevant  divisor  without
regard to Section  1.401(a)(9)-2 of the Income Tax  Regulations.  In the case of
any designated Beneficiary,  including a surviving Spouse, life expectancy shall
be  calculated  at the  time  payment  first  commences  without  recalculations
thereafter.  Life  expectancy  for  subsequent  years  shall  be  determined  by
subtracting one (1) from the life expectancy for the prior year.

               (4) For  purposes  of this  Section  12.1(b),  in the event death
benefits are to be paid to a Beneficiary  who is a child until the child reaches
the age of majority and then any remaining  death benefits are to be paid to the
Participant's  surviving  Spouse,  the amount of  payments to the child shall be
treated as if the payments were being made to the surviving Spouse.

         (c)  Notwithstanding  any provision of the Plan to the  contrary,  with
respect to  distributions  under the Plan made in calendar years beginning on or
after January 1, 2002, the Plan will apply the minimum distribution requirements
of Section  401(a)(9) of the Code in accordance with the regulations  under Code
Section  401(a)(9)  that were  proposed  in January  2001,  notwithstanding  any
provision of the Plan to the contrary.  This  Subsection  (c) shall  continue in
effect until the end of the last  calendar year  beginning  before the effective
date of final  regulations  under  Code  Section  401(a)(9)  or such  other date
specified in guidance published by the Internal Revenue Service.

         12.2 VALUE OF VESTED  INTEREST  AND  DISTRIBUTION  IN CASH OR PROPERTY.
Determination  of the  value  of a  Participant's  Vested  Account  balance  for
purposes  of  distribution  shall be based on Section  5.4 as of the most recent
Allocation Date prior to the distribution.

         12.3 FORMS AND PROOFS.  Each  Participant  or  Beneficiary  eligible to
receive any benefit hereunder shall complete such forms and furnish such proofs,
receipts and releases as shall be required by the Trustee or the Administrator.

                                       57
<PAGE>


         12.4  DISTRIBUTION  OF SMALL  ACCOUNT(S)  AND  FORFEITURE  OF NONVESTED
AMOUNTS

         (a)  Effective  for  distributions  made on or after July 1, 2001, if a
Participant  terminates  employment with the Employer (or the Plan  terminates),
and at the time the  distribution  is being  processed  the value of the  Vested
balance of all of the  Participant's  Accounts is not greater than five thousand
dollars   ($5,000),   a  distribution  of  the  entire  Vested  balance  of  the
Participant's  Accounts shall be made to him. Such distribution shall be made as
soon as practicable following the Allocation Date coincident with or immediately
following  the date the  Participant  terminates  employment  with the Employer,
unless made sooner  pursuant to a request made in  accordance  with Section 9.4.
Such distribution shall be made in cash, or in Employer Stock, as elected by the
Participant,  to the  extent  the  distribution  is from  accounts  invested  in
Employer  Stock.  Spousal  consent shall not be required with respect to such an
election. Payment of small benefit amounts shall be made automatically and shall
not  require  any  consent  by the  Participant  (or by the  Spouse of a married
Participant).  (For  distributions  prior  to July 1,  2001,  such  consent  was
required  for  all  such   distributions   whether  or  not  the  value  of  the
Participant's  Vested Account balance derived from the  Participant's  aggregate
Accounts  exceeded five thousand dollars  ($5,000).) For purposes of determining
whether the five thousand dollars  ($5,000) amount is exceeded,  a Participant's
Vested  Account  balance  shall  not  include  accumulated  deductible  Employee
contributions  within the  meaning of Section  72(o)(5)(B)  of the Code for Plan
Years beginning prior to January 1, 1989.

         Notwithstanding the foregoing, a Participant who has been reemployed by
the Employer (or any Controlled Group Member) shall not be entitled to receive a
distribution  from the Plan as long as the Participant  remains  employed by the
Employer  (or  Controlled  Group  Member),  except as required  by Section  12.1
hereof.

         (b)  Any  such  payment  shall  be  made  to  the  Participant  if  the
Participant is living, or to the Participant's Beneficiary if the Participant is
deceased;  provided,  however,  that if a deceased  Participant  has a surviving
Spouse,  such surviving  Spouse shall be entitled to receive such payment unless
the Spouse has consented to the Participant's election to designate a non-Spouse
Beneficiary in accordance with the Plan's terms. If a Participant's total Vested
Account balance is distributed in a lump sum pursuant to this Section, then such
distribution  shall be in full  satisfaction of any amount  otherwise due to the
Participant or to any other person claiming  through the  Participant  under any
other provision of this Plan.

         (c) If the value of the  Participant's  Vested Account  balance derived
from the Participant's Accounts in the aggregate (other than that portion of any
Account attributable to accumulated deductible Employee contributions should the
Plan ever be amended to permit such contributions) exceeds five thousand dollars
($5,000),  the Participant must consent to any distribution of the Participant's
Vested Account balances and spousal consent will be required pursuant to Section
10.2(e)  hereof  for any  form of  payment  with  respect  to the  Participant's
Retirement Plan Account other than in the form of a Qualified Joint and Survivor
Annuity.  For distributions  prior to July 1, 2001, such Participant consent was
required  for  all  such   distributions   whether  or  not  the  value  of  the
Participant's  Vested Account balance derived from the  Participant's  aggregate
Accounts exceeded five thousand dollars ($5,000).

                                       58
<PAGE>


         (d)  Notwithstanding   anything  to  the  contrary  in  this  Plan,  no
distribution  arrangement  may be made by a  Participant  which would  result in
periodic payments of less than fifty dollars ($50), all of which must be paid in
a single payment. Also, no distribution arrangement may be made by a Beneficiary
of a deceased  Participant  which would result in periodic payments of less than
fifty dollars ($50) or for payment for a period of time which exceeds the lesser
of (10) years or the life expectancy of such  Beneficiary,  all of which must be
paid in a single payment.

         12.5  DISCLAIMER  BY  BENEFICIARY.  A  Beneficiary  who is  entitled to
receive any benefits  under the  provisions  of the Plan may disclaim all or any
portion of such benefits by filing a written  disclaimer with the  Administrator
at any time after the death of the  Participant.  Any such  disclaimer  shall be
irrevocable and shall be witnessed by a Plan representative or notary public. In
the event that such a disclaimer is received by the  Administrator  prior to the
payment  of  all  remaining  benefits  under  the  Plan  due  Beneficiary,  then
notwithstanding  any other  provisions  of the  Plan,  any  disclaimed  benefits
otherwise  payable to the person  filing  such  disclaimer  shall be paid to the
person  designated by the  Participant  to receive such benefits in the event of
such a disclaimer,  or if the Participant has made no such designation,  then to
the person who would be the Participant's  Beneficiary  determined in accordance
with the provisions of Section 2.9 as if the disclaiming  person had predeceased
the Participant.

         12.6 DETERMINATION OF MARITAL STATUS AND LOCATION OF SURVIVING SPOUSE

         (a) Marital Status.  The Employer shall have a duty to make a review of
its own internal records, but no other inquiry,  regarding whether a Participant
who is to  commence  receiving  retirement  benefits  is married  and  whether a
Participant  who dies before  commencement of the  Participant's  benefits has a
surviving  Spouse.  In all events the Employer  shall be entitled to rely upon a
statement made by the Participant  regarding the Participant's marital status as
long as such reliance is in good faith. After reasonable  efforts,  as described
herein,  to  determine  whether a  Participant  is  married,  the  Administrator
determines that the Participant is not married,  then for all purposes under the
Plan the Participant shall be regarded as unmarried except as otherwise required
by any applicable regulations under ERISA or the Code.

         (b) Location of Surviving Spouse.  If a Participant's  surviving Spouse
cannot be located  and after  reasonable  efforts  to locate  the  Participant's
surviving Spouse, as determined solely in the judgment of the Administrator, the
Administrator  determines  that  such  Spouse  cannot be  located,  then for all
purposes under the Plan the Participant shall be regarded as unmarried except as
otherwise required by any applicable regulations under ERISA or the Code.

         (c) Rehire of Former  Participant  In-Pay  Status.  In the event that a
former Employee who participated in the Plan is reemployed by the Employer after
five (5) consecutive  Breaks in Service,  any such installment  distributions to
the Employee  shall,  at the  discretion  of the  Participant,  be (1) continued
notwithstanding  such  reemployment or (2) discontinued and any balance restored
to the Participant's  Account where it shall be separately accounted for. If the
Participant makes no election, or fails to make an election in a form and manner
acceptable to the Administrator,  the Administrator will discontinue installment
distributions  and  restore  any  balance  to the  Participant's  Account.  If a
Participant  is  reemployed  before  incurring  five (5)  consecutive  Breaks

                                       59
<PAGE>


in Service,  any such  installment  distributions  to the  Participant  shall be
suspended  and the balance  held in  segregated  Accounts  for such  Participant
pursuant  to this  Section  shall  be  restored  to the  Participant's  Account.
Thereafter the value of the Vested interest in the  Participant's  Account shall
be determined in accordance with Section 8.2.  Notwithstanding the foregoing, if
an annuity has been purchased for the former  Employee,  benefits  payable under
the annuity shall be controlled by the annuity's own  provisions,  regardless of
the Employee's Breaks in Service.

         12.7 INSTALLMENT DISTRIBUTION

         (a) Calculation of Installment Amount. If all or part of a distribution
is to be made in  installments,  the amount to be distributed in each year shall
equal the balance to the credit of the  Participant  as of the first day of such
year multiplied by a fraction,  the numerator of which shall be one (1), and the
denominator  of which shall be the number of years then  remaining  during which
installments  are to be made;  provided that a Participant  may elect to have an
amount  distributed in any year in excess of the minimum  required  distribution
and any such  excess may be used as directed  by the  Participant  to reduce the
minimum required distribution in any subsequent year.

         (b) Lump Sum Still Available.  In any case in which, in accordance with
the provisions of the Plan, all or any part of any distribution is being made in
installments at any time before full payment of the  installments has been made,
the Participant (or the Participant's  Beneficiary) may request that the form of
distribution  be changed from  installments  to a lump sum  distribution  of the
remaining Vested Accounts.

         12.8  FAILURE TO LOCATE.  If the  Participant  or  Beneficiary  to whom
benefits are to be distributed  cannot be located,  and reasonable  efforts have
been made to find him,  including  the sending of  notification  by certified or
registered mail to the Participant's  last known address,  the Administrator may
direct the Trustee to treat the benefits as an Employer Contribution  Forfeiture
of the  Participant's  or Beneficiary's  Employer  Accounts for the Plan Year in
which  the  Participant  or  Beneficiary  is  determined  to be lost  (provided,
however,  that if a benefit is forfeited pursuant to this Section,  such benefit
will be reinstated,  but without interest, if a claim is made by the Participant
or Beneficiary.)

         12.9  ELIMINATION  OF THE "SAME DESK RULE."  Effective  January 1, 2002
(regardless of when the severance from  employment  occurred),  a  Participant's
entire Plan Account(s) shall be  distributable  on account of the  Participant's
severance or other  termination  from employment,  notwithstanding  any language
otherwise  requiring a separation  from Service.  However,  such a  distribution
shall be subject to the other  provisions of the Plan  regarding  distributions,
other than any  provisions  that required a separation  from Service before such
amounts may be distributed.

                            13. HARDSHIP WITHDRAWALS

         13.1 HARDSHIP WITHDRAWALS OF ELECTIVE DEFERRALS

            (a) In General.  Hardship  withdrawals of Elective  Deferrals may be
made by a Participant in accordance with such procedures  prescribed by the Plan
Administrator. Effective for

                                       60

<PAGE>

distributions made after January 1, 2002, and in accordance with such procedures
prescribed by the Plan  Administrator,  hardship  withdrawals may be made of all
Vested amounts in a  Participant's  Accounts other than amounts  attributable to
the Participant's  Retirement Plan Account, if any, or any Qualified Nonelective
Employer  Contributions  allocated to the Participant's  Accounts, if treated as
Elective  Deferrals for purposes of the Plan's Actual Deferral  Percentage test.
Such procedures  shall require the withdrawal of all eligible amounts other than
Elective Deferrals before Elective Deferrals may be withdrawn due to a hardship.
For purposes of this  Section,  "hardship"  is defined as an immediate and heavy
financial need of the Participant  where such Participant  lacks other available
resources.  The  existence  of a  hardship  shall  be  determined  in  the  sole
discretion  of the  Administrator,  in  accordance  with  this  Section  and the
requirements  of Code  Section  401(k) and the  regulations  and other  guidance
issued thereunder.

         (b)  "Heavy  Financial  Need"  Defined.  The  following  are  the  only
financial needs considered immediate and heavy:

               (1) medical  expenses (as defined in Section  213(d) of the Code)
previously incurred by the Participant or a Participant's Spouse or dependent or
expenses  necessary  for these  persons to obtain  medical  care (as  defined in
Section 213(d) of the Code) which, in either case, are not covered by insurance;

               (2) costs directly  related to the purchase  (excluding  mortgage
payments) of a principal residence, as defined in Section 152 of the Code;

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

               (4) payments necessary to prevent the eviction of the Participant
from the Participant's  principal residence, or a foreclosure on the mortgage on
that residence.  The Administrator shall have the sole authority to determine if
a situation is an immediate and heavy financial need.

         (c) "Necessary" Defined. A distribution will be considered as necessary
to satisfy an immediate and heavy financial need of the Participant only if:

               (1)  The  distribution  is not in  excess  of  the  amount  of an
immediate and heavy  financial need,  including any amount  necessary to pay any
federal, state or local income taxes and penalties reasonably expected to result
from the distribution;

               (2) The  Participant has obtained all  distributions,  other than
hardship  distributions,  and all  nontaxable  (at the time of the  loan)  loans
reasonably  available under the Plan and under all other plans maintained by the
Employer to the extent taking such loan would  alleviate the immediate and heavy
financial need and only to the extent any required  repayment of such loan would
not itself cause an immediate and heavy financial need; and

                                       61
<PAGE>


               (3)  All  plans  maintained  by the  Employer  provide  that  the
Participant's  pre-tax elective  contributions (and voluntary after-tax employee
contributions,  if any) available under this Plan or any other plan sponsored by
the  Employer,  or under a Code Section 125  Cafeteria  Plan which  permits such
pre-tax employee  contributions,  including  qualified and  nonqualified  plans,
stock option plans, stock purchase plans or similar plans, will be suspended for
twelve  months  after the  receipt of the  hardship  distribution  (after  which
suspension  the Employee may begin to make Elective  Deferrals on the next Entry
Date). A Participant  who receives a distribution  of Elective  Deferrals  after
December 31, 2001 on account of a hardship distribution shall be prohibited from
making such Elective Deferrals and voluntary employee  contributions  under this
and all other such plans of the  Employer  for six months  after  receipt of the
hardship  distribution.  The suspension  period for a Participant who receives a
hardship  distribution of Elective  Deferrals in calendar year 2001 shall expire
at the  later of the date  that is six  months  after  receipt  of the  hardship
distribution or January 1, 2002.

                                    14. LOANS

         The  Employer,  may, in its sole  discretion,  authorize and direct the
Trustee to make a loan from the Trust Fund to the  Participant.  All loans shall
comply with the loan policy established by the Plan's recordkeeper,  as approved
by the Plan Administrator. Such policy shall comply with the following terms and
conditions:

         (a)  Loans  shall  be made  available  to all  parties-in-interest,  as
defined in Section 3(14) of ERISA, including actively employed Participants on a
reasonably equivalent basis.

         (b) Loans shall not be made available to Highly  Compensated  Employees
in an amount greater than the amount made available to other Employees.

         (c) Loans must be  adequately  secured and bear a  reasonable  interest
rate.

         (d) If any part of a loan is to be from a Retirement  Plan Account with
respect to which a joint and survivor  annuity may be payable at retirement to a
married  Participant,  then the  Participant  must  obtain  the  consent  of the
Participant's  Spouse, if any, to use of the Account balance as security for the
loan.  Spousal  consent  shall be obtained no earlier than the  beginning of the
90-day  period that ends on the date on which the loan is to be so secured.  The
consent must be in writing, must acknowledge the effect of the loan, and must be
witnessed  by a  Plan  representative  or  notary  public.  Such  consent  shall
thereafter  be binding  with  respect to the  current  Spouse or any  subsequent
Spouse  with  respect to that loan.  A new  consent  shall be  required  if such
Retirement  Plan  Account  balance  is  used  for  security  with  respect  to a
renegotiation, extension, renewal, or other revision of the loan.

         (e) In the event of default,  foreclosure on the note and attachment of
security will not occur until a distributable event occurs in the Plan.

                                       62
<PAGE>


         (f)  No   loans   will   be  made   to  any   shareholder-employee   or
owner-employee. For purpose of this requirement, a shareholder-employee means an
employee or officer of an electing small business (Subchapter 5) corporation who
owns (or is considered as owning within the meaning of Section  318(a)(1) of the
Code),  on any day during the taxable year of such  corporation,  more than five
percent (5%) of the outstanding stock of the Employer.  An owner-employee  means
an employee who owns the entire interest in an unincorporated trade or business,
or in the case of  proprietorship,  is a partner  who owns more than ten percent
(10%)  of  either  the  capital   interest  or  the  profits  interest  in  such
partnership.

         If a valid  spousal  consent  is  necessary  and has been  obtained  in
accordance with (d), then, notwithstanding any other provision of this Plan, the
portion of the  Participant's  Vested Account balance subject to spousal consent
used as a security  interest held by the Plan by reason of a loan outstanding to
the  Participant  shall be taken into  account for purposes of  determining  the
amount of the Account balance payable at the time of death or distribution,  but
only if the reduction is used as repayment of the loan. If less than one hundred
percent (100%) of the  Participant's  Vested Account  balance subject to spousal
consent  (determined without regard to the preceding sentence) is payable to the
surviving  Spouse,  then the Account balance shall be adjusted by first reducing
the Vested  Account  balance by the amount of the security  used as repayment of
the loan, and then determining the benefit payable to the surviving Spouse.

         (g) No loan to any Participant or Beneficiary can be made to the extent
that such loan, when added to the outstanding  balance of all other loans to the
Participant or  Beneficiary,  would exceed the lesser of (i) $50,000  reduced by
the excess (if any) of the highest  outstanding  balance of loans during the one
year  period  ending on the day  before the loan is made,  over the  outstanding
balance  of loans from the Plan on the date the loan is made,  or (ii)  one-half
the present value of the Vested balance of the Accounts of the Participant.  For
the purpose of the above  limitation,  all loans from all plans of the  Employer
and other Controlled Group Members are aggregated.  Furthermore,  any loan shall
by its terms  require that  repayment  (principal  and interest) be amortized in
level payments, not less frequently than quarterly,  over a period not extending
beyond five years from the date of the loan, unless such loan is used to acquire
a dwelling unit which within a reasonable time  (determined at the time the loan
is made) will be used as the principal residence of the Participant.

                               15. TOP-HEAVY PLANS

         If the Plan is or becomes  Top-Heavy in any Plan Year the provisions of
this Article will supersede any conflicting provisions in the Plan.

         15.1 DEFINITIONS

          (a)  Key   Employee:   Any  Employee  or  former   Employee  (and  the
Beneficiaries of such Employee) who at any time during the determination  period
was (i) an officer of the  Employer if such  individual's  Compensation  exceeds
fifty percent (50%) of the dollar  limitation under Section  4l5(b)(1)(A) of the
Code,  (ii) an owner (or  considered  an owner under Section 318 of the Code) of
one  of  the  ten  largest  interests  in  the  Employer  if  such  individual's
Compensation exceeds the dollar

                                       63
<PAGE>

limitation under Section 415(c) (1)(A) of the Code, (iii) a Five-Percent  Owner,
or (iv) a one-percent  owner of the Employer who has  Compensation  of more than
$150,000.  For purposes of this subsection (a),  Compensation means compensation
as defined in Section 415(c)(3) of the Code, but including  amounts  contributed
by the Employer  pursuant to a salary  reduction  agreement which are excludable
from the Employee's gross income under Section 125, 402(a)(8),  402(h) or 403(b)
of  the  Code.  The  determination  period  is  the  Plan  Year  containing  the
Determination  Date and the four (4) preceding Plan Years. The  determination of
who is a Key Employee will be made in accordance  with Section  416(i)(1) of the
Code and the regulations thereunder.

          (b)  Top-Heavy  Plans:  The Plan is Top-Heavy if any of the  following
conditions exists:

               (1) The Top-Heavy Ratio for this Plan exceeds sixty percent (60%)
and  this  Plan is not part of any  Required  Aggregation  Group  or  Permissive
Aggregation Group of plans.

               (2) This Plan is a part of a Required  Aggregation Group of plans
but not part of a Permissive  Aggregation  Group and the Top-Heavy Ratio for the
group of plans exceeds sixty percent (60%).

               (3) This Plan is a part of a Required  Aggregation Group and part
of a  Permissive  Aggregation  Group of plans  and the  Top-Heavy  Ratio for the
Permissive Aggregation Group exceeds sixty percent (60%).

         (c) Top-Heavy Ratio:

               (1) If the Employer  maintains  one or more defined  contribution
plans (including any simplified  employee pension plan) and the Employer has not
maintained  any  Defined  Benefit  Plans  which  during the five (5) year period
ending  on the  Determination  Date(s)  has or has  had  accrued  benefits,  the
Top-Heavy  Ratio  for  this  Plan  alone  or  for  the  Required  or  Permissive
Aggregation  Group as appropriate  is a fraction,  the numerator of which is the
sum of the account balances of all Key Employees as of the Determination Date(s)
(including  any part of any  account  balance  distributed  in the five (5) year
period ending on the Determination Date(s)), and the denominator of which is the
sum  of all  account  balances  (including  any  part  of  any  account  balance
distributed  in the five (5) year period ending on the  Determination  Date(s)),
both  computed in  accordance  with Section 416 of the Code and the  regulations
thereunder.  Both the  numerator  and  denominator  of the  Top-Heavy  Ratio are
increased to reflect any contribution not actually made as of the  Determination
Date,  but which is required to be taken into account on that date under Section
416 of the Code and the regulations thereunder.

               (2) If the Employer  maintains  one or more defined  contribution
plans  (including  any  simplified  employee  pension  plan)  and  the  Employer
maintains or has maintained  one or more Defined  Benefit Plans which during the
five (5) year  period  ending on the  Determination  Date(s)  has or has had any
accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation
Group as  appropriate  is a fraction,  the  numerator of which is the sum of the
account balances under the aggregate defined  contribution plan or plans for all
Key Employees determined in

                                       64

<PAGE>

accordance  with  (i),  and the  present  value of  accrued  benefits  under the
aggregated  Defined  Benefit  Plan or  plans  for all  Key  Employees  as of the
Determination  Date(s),  and the  denominator of which is the sum of the account
balances  under  the  aggregated  defined  contribution  plan or  plans  for all
Participants,  determined  in  accordance  with (i),  and the  present  value of
accrued benefits under the Defined Benefit Plan or plans for all Participants as
of the Determination  Date(s),  all determined in accordance with Section 416 of
the Code and the regulations  thereunder.  The accrued  benefits under a Defined
Benefit Plan in both the numerator and  denominator  of the Top-Heavy  Ratio are
increased for any  distribution  of an accrued benefit made in the five (5) year
period ending on the Determination Date.

               (3) For purposes of Subsections (1) and (2), the value of account
balances and the present value of accrued  benefits will be determined as of the
most recent  Valuation Date that falls within or ends with the twelve (12) month
period ending on the  Determination  Date,  except as provided in Section 416 of
the Code and the regulations thereunder for the first and second plan years of a
Defined Benefit Plan. The account balances and accrued benefits of a Participant
(1) who is not a Key Employee but who was a Key Employee in a prior year, or (2)
who has not been  credited  with at least one Hour of Service  with any Employer
maintaining  the Plan at any time during the five (5) year period  ending on the
Determination  Date will be disregarded.  The calculation of the Top-Heavy Ratio
and the extent to which  distributions,  rollovers  and transfers are taken into
account  will  be  made in  accordance  with  Section  416 of the  Code  and the
regulations  thereunder.  When aggregating  plans, the value of account balances
and accrued  benefits will be  calculated  with  reference to the  Determination
Dates  that fall  within  the same  calendar  year.  The  accrued  benefit  of a
Participant  other than a Key Employee shall be determined under (A) the method,
if any, that uniformly  applies for accrual  purposes under all Defined  Benefit
Plans maintained by the Employer,  or (B) if there is no such method, as if such
benefit  accrued not more rapidly than the slowest  accrual rate permitted under
the fractional rule of Section 411(b)(1)(C) of the Code.

         (d) Permissive  Aggregation  Group: The Required  Aggregation  Group of
plans plus any other plan or plans of the Employer  which,  when considered as a
group with the  Required  Aggregation  Group,  would  continue  to  satisfy  the
requirements of Sections 401(a)(4) and 410 of the Code.

         (e) Required Aggregation Group: (i) Each qualified plan of the Employer
in which at least one Key Employee  participates,  or  participated  at any time
during the Determination Period (regardless of whether the Plan has terminated),
and (ii) any other qualified plan of the Employer which enables a Plan described
in (i) to meet the requirements of Section 401(a)(4) or 410 of the Code.

         (f) Determination  Date: For any Plan Year subsequent to the first Plan
Year, the last day of the preceding Plan Year. For the first Plan Year, the last
day of that Plan Year.

         (g) Valuation Date: The last day of any Plan Year.

                                       65
<PAGE>


         (h) Super  Top Heavy  Plan:  The Plan if it would be a  Top-Heavy  Plan
under  Subsection (b) if the words "ninety  percent (90%)" were  substituted for
the words "sixty percent (60%)" in Subsection (b).

         15.2 MINIMUM ALLOCATION

         (a)  Except as  otherwise  provided  in  Subsections  (b) and (c),  the
Regular  Matching  Contributions  and  Forfeitures  allocated  on  behalf of any
Participant who is not a Key Employee shall not be less than the lesser of three
percent  (3%)  of such  Participant's  Compensation  or in the  case  where  the
Employer  has no  Defined  Benefit  Plan which  designates  this Plan to satisfy
Section 401 of the Code, the largest  percentage of Employer  Contributions  and
Forfeitures,  as a  percentage  of the  first  $150,000  of the  Key  Employee's
Compensation,  allocated on behalf of any Key  Employee for that Plan Year.  The
minimum   allocation  is  determined  without  regard  to  any  Social  Security
contribution.  This minimum  allocation  shall be made even though,  under other
Plan provisions,  the Participant  would not otherwise be entitled to receive an
allocation, or would have received a lesser allocation for the Plan Year because
of (i) the  Participant's  failure to complete  one  thousand  (1,000)  Hours of
Service (or any equivalent provided in the Plan), or (ii) in the case of a CODA,
the  Participant's  failure to have Elective  Deferrals  made to the Plan on the
Participant's behalf, or (iii) Compensation less than a stated amount.

         (b) For  purposes of  computing  the minimum  allocation,  Compensation
shall mean compensation as defined in Section 5.7(c)(2).

         (c) The provision in Subsection (a) shall not apply to any  Participant
who was not employed by the Employer on the last day of the Plan Year.

         (d) The  minimum  allocation  required  (to the extent  required  to be
nonforfeitable  under  Section  416(b) of the Code) may not be  forfeited  under
Section 411(a)(3)(B) or (D) of the Code.

         15.3 MINIMUM VESTING SCHEDULE.  For any Plan Year in which this Plan is
Top-Heavy,  the following minimum Vesting Schedule will  automatically  apply to
the Plan:



                                            PERCENTAGE OF REGULAR MATCHING
               YEARS OF SERVICE              CONTRIBUTIONS ACCOUNT VESTED

               Less than 2 years                           0%

               2 years                                    20%

               3 years                                    40%

               4 years                                    60%

               5 years or more                           100%

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<PAGE>


         The minimum vesting schedule applies to all benefits within the meaning
of  Section  411(a)(7)  of  the  Code  except  those  attributable  to  Elective
Deferrals,   Qualified  Matching  Contributions  and  Voluntary   Contributions,
including  benefits accrued before the effective date of Section 416 of the Code
and benefits accrued before the Plan became Top-Heavy. Further, no decrease in a
Participant's nonforfeitable percentage may occur in the event the Plan's status
as Top-Heavy changes for any Plan Year, However,  this Section does not apply to
the Account  balances of any Employee  whose  Severance from Service Date occurs
after  the Plan has  initially  become  Top-Heavy  and such  Employee's  Account
balance  attributable to Regular Matching  Contributions and Forfeitures will be
determined without regard to this Section.

         15.4 SPECIAL  LIMITATIONS ON TOP HEAVY  ALLOCATIONS IN MULTIPLE  PLANS:
CODE SECTION 415(E) BUY-BACK. If for any Plan Year the Plan is a Top-Heavy Plan,
and the Employer  maintains or has ever  maintained a qualified  defined benefit
pension plan,  then in applying the  limitations of Section 5.7 for years before
January 1, 2000, the words "one hundred percent (100%)" shall be substituted for
the words "one hundred  twenty-five  percent (125%)" in both the Defined Benefit
Fraction  and the Defined  Contribution  Fraction,  as such terms are defined in
Section  5.7,  unless  the  Employer  elects to  "buy-back"  the use of the "one
hundred twenty-five percent (125%)" limit with respect to any Plan Year in which
the Plan is not Super Top Heavy by providing minimum benefits in excess of those
otherwise  required  pursuant to the  provisions of Section  15.2.  The Employer
accomplishes  this "Code Section 415(e)  Buy-Back" by electing to retain the use
of the "one hundred twenty-five percent (125%)" limit and by agreeing to provide
the required increased minimum benefits pursuant to Section 416 of the Code.

                             16. PLAN ADMINISTRATION

         16.1  ADMINISTRATOR.  Except to the extent that such  responsibility is
delegated  pursuant to Section 16.4, the Company shall be the  Administrator  of
the Plan and shall have the sole power, duty and responsibility of directing the
administration  of the Plan in accordance with the provisions  herein set forth.
The   Benefit   Administration   Committee   serves  at  the   pleasure  of  the
Administrator.  The  Administrator  shall have the sole and  absolute  right and
power  reserved to the "named  fiduciary" as defined in ERISA for the management
of the Plan including, but not limited to, the following powers and duties:

         (a) to  interpret  any  provision  of the Plan,  supply any omission or
reconcile any inconsistencies,  and determine fact applicable to eligibility for
benefits hereunder in such manner as it deems proper;

         (b) to determine  eligibility  to become a  Participant  in the Plan in
accordance with its  interpretation and continuation of the Plan's terms (to the
extent in compliance with ERISA),  including determination of all issues of fact
relative to the vesting and payment of benefits hereunder -- benefits under this
Plan will be paid only if the  Administrator  decides in its discretion that the
applicant is entitled to them;

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         (c) to decide all  questions  of  eligibility  for, and  determine  the
amount, manner, and time of payment of any benefits hereunder, and to afford any
person  dissatisfied  with such decision or  determination,  upon written notice
thereof, the right to a full and fair hearing thereon;

         (d) to  establish  uniform  rules  and  procedures  to be  followed  by
Participants  and  Beneficiaries  in  filing   applications  for  benefits,   in
furnishing  and verifying  proofs  necessary to determine  age, and in any other
matters required to administer the Plan;

         (e) to adopt such reasonable  accounting  methods as it deems necessary
or desirable, to receive and review the annual allocation report on the Plan and
to bring up to date the balances of all Accounts;

         (f) to receive and review reports of the financial condition and of the
receipts and disbursements of the Trust Fund from the Trustee,  and to determine
and  communicate to the Trustee the long-term and short-term  financial goals of
the Plan;

         (g) to file such reports and statements,  and to make such  disclosures
as required by law; and

         (h) to furnish to Participants and  Beneficiaries  such information and
statements,  with respect to the Plan and their individual  interests therein as
required by law, and any  additional  information as deemed to be appropriate by
the Administrator.

         All directions by the Administrator  shall be conclusive on all parties
concerned;  including the Trustee,  and all decisions of the Administrator as to
the facts of any case and the meaning,  intent,  or proper  construction  of any
provision of the Plan, or as to any rule or regulation in its application to any
case  shall be final  and  conclusive;  provided,  however,  that all  rules and
decisions of the  Administrator  shall be uniformly and consistently  applied to
all  Employees in similar  circumstances,  and the  Administrator  shall have no
power to  administratively  add to,  subtract from or modify any of the terms of
the Plan,  or to change,  add to or subtract  from any benefits  provided by the
Plan,  or to  waive  or  fail to  apply  any  requirements  of  eligibility  for
participation or for benefits under the Plan.

         16.2 CLAIMS  PROCEDURE.  If, upon  application  for benefits  made by a
Participant or  Beneficiary,  the  Administrator  shall  determine that benefits
applied for shall be denied either in whole or in part, the following provisions
shall govern:

         (a) Notice of Denial.  The  Administrator  shall,  upon its denial of a
claim for benefits under the Plan,  provide the applicant with written notice of
such denial  setting  forth (i) the  specific  reason or reasons for the denial,
(ii) specific  reference to pertinent Plan  provisions  upon which the denial is
based, (iii) a description of any additional  material or information  necessary
for the claimant to perfect the claim, and (iv) an explanation of the claimant's
rights with respect to the claims review procedure as provided in Subsection (b)
of this Section.

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<PAGE>


         (b)  Claims  Review.  Every  claimant  with  respect to whom a claim is
denied shall, upon written notice of such denial,  have the right to (i) request
a  review  of  the  denial  of  benefits  by  written  notice  delivered  to the
Administrator,  (ii) review  pertinent  documents,  and (iii) submit  issues and
comments in writing.

         (c)  Decision on Review.  The  Administrator  shall,  upon receipt of a
request for review  submitted by the claimant in accordance with Subsection (b),
conduct  such  review,  and  provide the  claimant  with  written  notice of the
decision  reached by the said committee  setting forth the specific  reasons for
the decision and specific  references  to the  provisions of the Plan upon which
the decision is based.  Such notice shall be delivered to the claimant not later
than 60 days following the receipt of the claimant's  request,  or, in the event
that the  Administrator  shall determine that a hearing is needed, no later than
120 days following the receipt of such request.

         16.3 RECORDS. All acts,  determinations and correspondence with respect
to the Plan shall be duly  recorded  and all such  records,  together  with such
other  documents,  including  the  Plan  and  all  amendments  thereto,  if any,
pertinent to the Plan or the administration  thereof which are available to Plan
Participants under ERISA Section 104(b)(4), shall be preserved in the custody of
the  Administrator  and  shall  at all  reasonable  times be made  available  to
Participants and Beneficiaries for examination.

         16.4   DELEGATION  OF   AUTHORITY.   The   administrative   duties  and
responsibilities of the Administrator as set forth in this Article and elsewhere
in the Plan may be delegated by the Administrator in whatever manner it chooses,
in whole or in part,  to such persons as the  Administrator  shall  select.  The
Administrator shall certify to the Trustee in writing the extent of authority of
such  persons and any changes  relative  thereto as may occur from time to time.
The authority of such persons shall be deemed to be that of the Administrator to
the extent so certified by the  Administrator.  The Trustee shall be entitled to
rely on the last such  certification  received  and to continue to rely  thereon
until  subsequent  written  certification  to the contrary is received  from the
Administrator.  The Administrator shall indemnify and hold harmless such persons
and each of them, from any liability  arising from the effects and  consequences
of their acts,  omissions and conduct in their official capacity with respect to
the  Plan  and the  administration  thereof,  except  to the  extent  that  such
liability shall result from their own willful misconduct or gross negligence.

         The Administrator,  or such persons to whom it has delegated its duties
and responsibilities  hereunder, may employ such competent agent or agents as it
may deem  appropriate  or  desirable  to  perform  such  ministerial  duties  or
consultative,  actuarial, or other services as the Administrator or such persons
may in their  discretion  deem  necessary to facilitate the efficient and proper
administration of the Plan. The Administrator and such persons shall be entitled
to rely upon all  reports,  advice and  information  furnished  by such agent or
agents,  and all action  taken or  suffered  by them in good  faith in  reliance
thereon shall be conclusive  upon all such agents,  Participants,  Beneficiaries
and other persons interested in the Plan.

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<PAGE>


     16.5 DOMESTIC RELATIONS ORDERS

         (a) If the Trustee or the Administrator  receives a domestic  relations
order that  purports  to require the  payment of a  Participant's  benefits to a
person other than the Participant,  the  Administrator  shall take the following
steps:

               (1) If benefits are in pay status, the Administrator shall direct
the Trustee to account  separately  for the amounts  that will be payable to the
Alternate Payees (defined below) if the order is a Qualified  Domestic Relations
Order (defined below).

               (2) The Administrator shall promptly notify the named Participant
and any Alternate  Payees of the receipt of the domestic  relations order and of
the  Administrator's  procedures  for  determining  if the order is a  Qualified
Domestic Relations Order.

               (3) The  Administrator  shall  determine  whether  the order is a
Qualified Domestic Relations Order under the provisions of Section 414(p) of the
Code.

               (4) The Administrator  shall notify the named Participant and any
Alternate  Payees  of its  determination  as to  whether  the  order  meets  the
requirements of a Qualified Domestic Relations Order.

         (b) If, within 18 months  beginning on the date the first payment would
be made under the domestic relations order (the "18-Month Period"), the order is
determined to be a Qualified Domestic  Relations Order, the Administrator  shall
direct the  Trustee to pay the  specified  amounts to the  persons  entitled  to
receive the amounts pursuant to the order.

         (c) If, within the 18-Month  Period (i) the order is determined  not to
be a  Qualified  Domestic  Relations  Order or (ii) the issue as to whether  the
order  is a  Qualified  Domestic  Relations  Order  has not been  resolved,  the
Administrator  shall  direct the  Trustee to pay the amounts  (and any  interest
thereon) to the Participant or other person who would have been entitled to such
amounts if there had been no order.

         (d) If an order is  determined  to be a  Qualified  Domestic  Relations
Order after the end of the 18-Month Period,  the determination  shall be applied
prospectively only.

         (e) A Qualified  Domestic Relation Order shall not require (i) the Plan
to provide any type or form of benefits,  or any option,  not otherwise provided
under the Plan, or (ii) the payment of benefits to an Alternate  Payee which are
required to be paid to another  Alternate  Payee under another order  previously
determined to be a Qualified Domestic Relations Order.

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<PAGE>


         (f) In the case of any  payment  before a  Participant  has  terminated
employment, a Qualified Domestic Relations Order shall not be treated as failing
to meet the requirements of Subparagraph  (e)(i) above solely because such order
requires that payment of benefits be made to an Alternate  Payee (i) on or after
the date on which the Participant  attains (or would have attained) the earliest
retirement  date, or (ii) as if the Participant had retired on the date on which
such  payment is to begin  under such order (but taking  into  account  only the
value of the Participant's Account on such date).

         For this purpose,  "earliest retirement date" shall mean the earlier of
(1) the date on which the  Participant is entitled to a  distribution  under the
Plan,  or (2) the later of the date the  Participant  attains age fifty (50), or
the earliest date on which the Participant could begin receiving  benefits under
the Plan if the Participant terminated employment.

         (g) To the extent provided in a Qualified Domestic Relations Order, the
former  Spouse of a  Participant  shall be  treated  as a  Surviving  Spouse for
purposes of Sections 401(a)(11) and 417 of the Code.

         (h) For the purposes of this Section,  the  following  terms shall have
the following definitions:

               (1) Alternate  Payee. Any Spouse,  former Spouse,  child or other
dependent of a Participant  who is recognized by a domestic  relations  order as
having a right to all or a portion of the benefits payable under the Plan to the
Participant.

               (2) Qualified  Domestic  Relations Order. Any domestic  relations
order or judgment that meets the requirements set forth in Section 414(p) of the
Code.

         (i) In  addition  to the  right  to all or a  portion  of the  benefits
payable under the Plan to a Participant,  an Alternate Payee shall have the same
option of directing  the  investment  of the  Participant's  Account in the same
manner as would have been available for the Participant.

         (j) To the extent provided in a Qualified Domestic Relations Order,
benefits  payable to an Alternate  Payee may be distributed in an immediate lump
sum  distribution  as soon as  practicable  after a  determination  by the  Plan
Administrator that such order constitutes a Qualified Domestic Relations Order.

                                  17. THE TRUST

         17.1 THE TRUST.  By  execution of this  document  the Employer  hereby
amends,  restates,  consolidates  and continues the Trusts  associated  with the
Retirement Plan and the ESOP as a single Trust,  now associated with this 401(k)
Plan.  The  provisions  of this Article  shall relate to such  consolidated  and
continued  Trust,  unless the Employer  adopts a separate  trust  document which
shall  evidence the Trust.  By execution of this document,  if  applicable,  the
Trustee  accepts  the  position  of  trustee  hereof,  and  all the  duties  and
responsibilities of that position. The Trust Fund shall consist of such cash and
other  property as shall be paid or delivered  from time to time by the Employer
to the
                                       71
<PAGE>


Trustee, together with the earnings and profits thereon. The Trust Fund shall be
held,  managed  and  administered  by the Trustee in trust  without  distinction
between  principal  and income in accordance  with the  provisions of this Plan.
Notwithstanding the foregoing, the Employer may adopt a separate trust agreement
other than this (or any other) Trust  associated  with this Plan. If Plan assets
are held in trust by a separate  trustee (such other trustee is referred to as a
"Separate Trustee"),  the Employer shall have created separate trust funds under
the Plan. The provisions of the trust  agreement by and between the Employer and
the Separate Trustee, and not the provisions of this Article 17 (other than this
Section  17.1) or any other  trust  agreement,  shall  govern  the terms of such
arrangement.  Each Trustee (i) shall  discharge its duties and  responsibilities
hereunder  solely with respect to those assets  delivered  into its  possession,
(ii) shall have no  duties,  responsibilities  or  obligations  with  respect to
assets held in trust by any other Separate  Trustee unless and until such assets
are  delivered  to such Trustee and (iii)  except as  otherwise  required  under
ERISA,  shall have no liability or  responsibility  for the acts or omissions of
any other Separate Trustee.

         17.2  CONTRIBUTIONS  TO  TRUSTEE.  Contributions  shall  be paid to the
Trustee in  accordance  with the terms of the Plan.  It shall be the duty of the
Trustee to receive,  hold,  invest,  reinvest and distribute  each Trust Fund in
accordance  with the provisions of this Plan. The Trustee shall be under no duty
to  enforce  payment  of any  contribution  to the  Trust  Fund and shall not be
responsible  for the  adequacy  of the  Trust  Fund to meet  and  discharge  any
liabilities under the Plan.

         17.3  INVESTMENT  POWERS.  The Trustee,  upon its own  discretion  with
respect to Trust Fund investments,  shall, except as otherwise restricted by law
and as  provided  in the  provisions  hereof  at  Sections  17.4  and  17.5,  be
authorized and empowered with respect to the general assets of the Trust Fund:

         (a) to invest and reinvest the  principal  and income of the Trust Fund
in any and all  stocks,  bonds,  mutual  funds,  notes,  debentures,  mortgages,
equipment  trust  certificates,  insurance  company  contracts and in such other
property,  real or personal,  investments  and securities of any kind,  class or
character,  including  investments  and  qualifying  securities or realty of the
Employer,  whether  income-producing or not, units of any commingled,  pooled or
group trust fund maintained by a bank  (including the Trustee,  if it is a bank)
within the meaning of Code Section 581 (the  description  of any such fund being
incorporated  herein by reference),  or the savings  accounts,  certificates  of
deposit and time  deposits of such a bank;  and in making such  investments  and
reinvestments,  the Trustee shall not be restricted to properties and securities
authorized  for  investment by Trustees or other  fiduciaries  by the applicable
statutory legal list of such properties and securities;

         (b) to keep such portion of the Trust Fund in cash or cash  balances as
deemed to be in the best interest of the Trust;

         (c) to sell,  purchase and acquire put or call options  (including such
options  employed with other investment  combinations  such as "collars") if the
options (and  investment  combinations)  are traded on and  purchased  through a
national  securities  exchange  registered under the Securities  Exchange Act of
1934,  as amended,  or, if the  options are not traded on a national  securities
exchange, are guaranteed by a member firm of the New York Stock Exchange.

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<PAGE>


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

         (e) to vote or to refrain  from voting upon any stocks,  bonds or other
securities;  to give  general or special  proxies or powers of attorney  with or
without  power  of   substitution;   to  exercise  any  conversion   privileges,
subscription  rights,  or  other  options  and to make any  payments  incidental
thereto; to consent to or otherwise participate in corporate  reorganizations or
other  changes  affecting  corporate  securities  and to delegate  discretionary
powers  and to pay any  assessments  or  charges in  connection  therewith,  and
generally  to  exercise  any of the powers of any owner with  respect to stocks,
bonds, securities or other property held in the Fund;

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

         (g) to register any  investment of the Trust Fund in its own name or in
the name of a nominee or nominees and to hold any investment in bearer form, but
the books  and  records  of the  Trustee  shall at all times  show that all such
investments are part of the Trust Fund;

         (h) to employ suitable agents and counsel,  and to pay their reasonable
expenses and compensation; and

         (i) to borrow  money from time to time for the purposes of the Trust on
such terms and  conditions as may be deemed to be advisable,  and for any sum so
borrowed to issue its  promissory  note as Trustee  and to secure the  repayment
thereof by pledging all of any part of the Fund.

         Provided,  however,  that  notwithstanding any provision of the Plan to
the contrary, no Trust Fund assets attributable to individually directed account
amounts shall be invested in "collectibles" (as defined by Section 408(m) of the
Code).

         17.4 EMPLOYER-DIRECTED INVESTMENTS. Notwithstanding any other provision
of this Plan except Section 17.5, the Employer shall have the right to direct in
writing the  Trustee  from time to time to invest the assets of the Fund in such
securities or other  investments as the Employer shall specify in its direction,
which may include,  but shall not be limited to, specifying the investment funds
to be offered to  Participants  pursuant to Section 17.5 and the  percentage  of
assets to be  invested  in and  among  the  investment  options  authorized  for
investment  under Section 17.3.  Such  direction  shall be made in such form and
manner as shall be required by the Trustee of the individual or individuals duly
authorized by the Employer.

                                       73
<PAGE>


         Directed investments shall be made by the Trustee as soon as reasonably
possible after actual receipt of such direction;  provided, however, the Trustee
shall not be liable for losses due to reasonable  delay in the execution of such
directions.  Notwithstanding  the  foregoing,  in  no  event  shall  a  directed
investment  be permitted  in such an  investment  that the Trustee,  in its sole
discretion,  deems  itself  unable  to  administer  efficiently,   properly  and
conveniently  with  respect  thereto;  provided,  however,  that  the  Trustee's
acceptance  of  the  administration  of  a  directed  investment  shall  not  be
unreasonably  withheld.  The Trustee shall be under no duty to question any such
direction of the Employer with respect to investments,  nor shall the Trustee be
required to review any  securities  or other  property  held pursuant to written
notice.  To the maximum extent  permitted by law, the Trustee shall not have any
liability  whatsoever for any losses which may result from either the Employer's
direction or any investment  decision made pursuant to this Section,  or for any
loss  which may  result by reason of the  failure  of the  Company  to make such
directions;   nor  shall  the  Trustee  have  any  liability  or  responsibility
whatsoever  for any  disparity  between the  performance  or rates of investment
return of Employer-directed investments and the Trust Fund in general.

         17.5 THE PARTICIPANT-DIRECTED INVESTMENTS, INCLUDING PARTICIPANT LOANS

         (a) Investment Direction to the Trustee.  Each  Participant may direct
the  Trustee  (or the  recordkeeping  agent for the  Trustee)  as to the type of
investment  (including  Participant  loans  permitted  pursuant to a loan policy
established by the Administrator,  in its discretion,  then in effect) to invest
the Plan assets  credited to the  Participant's  Accounts (other than Forfeiture
Suspense  Accounts ) under investment  options selected pursuant to Section 17.4
hereof by the Employer (or the Benefit Administration  Committee,  if appointed)
as  described  in  Subsection  (b) hereof.  Any  directions  to the Trustee with
respect to investments  shall be delivered in writing or  telephonically  to the
Trustee (or the recordkeeping  agent for the Trustee) and shall be on a form for
such purpose provided by the Trustee. Directed investments to be executed by the
Trustee  (or the  recordkeeping  agent  for the  Trustee)  shall  be made by the
Trustee  (or the  recordkeeping  agent for the  Trustee)  as soon as  reasonably
possible after actual receipt of such  direction;  provided,  however,  that the
Trustee (or the recordkeeping agent for the Trustee) shall not be liable for any
loss  to  the  Accounts  due  to  reasonable  delay  in the  execution  of  such
directions.  Such  directed  investments  shall be limited to those  investments
selected by the Employer (or the Benefit Administration Committee, if selected),
pursuant  to Section  17.4 hereof  subject to the duty to offer a  diversity  of
investments,  among the other duties imposed by ERISA, if the Employer wishes to
invoke the protection of Section 404(c) of ERISA. The Trustee may leave earnings
on any securities so obtained for  reinvestment in accordance with the direction
of the Participant.

         The Plan is intended to  constitute a plan  described in ERISA  Section
404(c) and Title 29 of the Code of Federal Regulations Section 2550.404c-l.  The
fiduciaries  of the Plan may be relieved of liability for any losses which are a
direct and necessary result of investment instructions given by a Participant or
Beneficiary.

          Notwithstanding the foregoing, in no event shall a directed investment
of a  Participant  be permitted in such an investment  that the Trustee,  in its
sole  discretion,  deems itself unable to administer  efficiently,  properly and
conveniently with respect thereto; provided, however, that the

                                       74
<PAGE>


Trustee's acceptance of the administration of a directed investment shall not be
unreasonably withheld.

         Upon establishing separate investment  subaccounts pursuant to the next
subsection  hereof,  each such subaccount shall be credited or charged only with
the increases or decreases  resulting from the investment  thereof as a separate
unit as well as the fees and  expenses  properly  chargeable  only to each  such
segregated  subaccount.   The  Trustee  shall  also  charge  against  each  such
subaccount  a pro  rata  portion  of  the  fees  and  expenses  incurred  in the
administration of the Plan in general,  as described in Subsection (b) below and
Section  5.4(d).  Thereafter,  the value of the  Accounts of a  Participant  who
directs  the  investment  thereof  under this  Section  shall be  determined  by
reference  to  the  value  of  the  subaccounts  as of any  applicable  date  of
determination less such fees and expenses,  notwithstanding  any other provision
of the Plan.

         Neither  the  Employer  nor the  Trustee  shall  be  under  any duty to
question any such direction of a Participant with respect to investment options,
nor shall the  Employer or Trustee be required to review any  securities  or the
property  held in any Account  with respect to which  investment  options may be
made.  Neither  the  Trustee  nor the  Employer  shall  have  any  liability  or
responsibility  whatsoever for any disparity between the performance or rates of
investment  return of  Participant-Directed  Accounts  and the  remainder of the
Trust Fund in general.

         A  Participant  shall be  entitled  to  direct  the  investment  of the
Participant's  Accounts subject to investment hereunder at such time and in such
manner as may be nondiscriminatorily established by the Employer.

         (b) Investment of Accounts (other than Forfeiture  Suspense  Accounts).
The Employer  (or the Benefit  Administration  Committee,  if  appointed)  shall
select investment options (including  collective funds,  mutual funds and/or the
Employer  Stock Fund) which will be offered to  Participants.  Each  Participant
must choose to invest all of the balances of the  Participant's  Accounts (other
than Forfeiture  Suspense  Accounts) in these  investment  options  according to
rules established by the Administrator (or the Benefit Administration Committee,
if selected).  The Trustee shall establish and maintain  investment  subaccounts
for each investment  option.  Investment  options offered by the Employer may be
changed  from  time to time as it  deems  necessary  or  advisable,  in its sole
discretion,  and the Administrator may elect not to offer any investment options
during any period.

         The Trustee may establish  nondiscriminatory  administrative procedures
as to the  processing  of  transfers  and  changes in the  allocation  of future
contributions  to the  Accounts  in  which  the  investment  may be  Participant
directed.

         (c) Forfeiture  Accounts.  Forfeiture Accounts shall not be subject
to  individual  Participant  direction,  and to the extent  forfeitures  in such
Accounts cannot reduce and offset Employer Matching  Contributions or be used to
pay  Plan  expenses,   or  can  be  allocated   like  Employer   Profit  Sharing
Contributions,  such  Forfeiture  Accounts  shall be  invested by the Trustee as
general assets of the Trust Fund.

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<PAGE>


         (d) Segregation of Funds. All investment  subaccounts  shall be part of
the  commingled  Trust Fund as regards  any  interest  of the  Participants  and
Beneficiaries  therein.  No one has or shall have any exchangeable or assignable
interest in the subaccounts,  which are merely bookkeeping accounts of the Trust
Fund,  prior to the time when a  distribution  is  required  to be made from the
Trust, and then only to the extent that such  distribution or distributions  are
from time to time  payable.  Nothing  contained  in the Plan shall  have,  or be
deemed to have,  the  effect of  creating  a  separate  trust or trusts  for the
benefit of any Participant, Inactive Participant or Beneficiary.

         (e) Payment of Expenses.  The  Employer  does not and will not guaranty
the Trust Fund against loss. The Employer shall pay the settlor  expenses of the
Plan and  Trust,  including  the fees of  consultants  and  lawyers,  and  other
expenses, in connection with the amending, restating,  converting and continuing
the Plan and  Trust  as a 401(k)  Plan.  The  Employer,  however,  shall  not be
obligated to pay, although it may do so in its sole discretion,  the fees of the
Trustee  (provided the Trustee is not a paid employee of an Employer)  from time
to time for acting as such or other costs and expenses of administering the Plan
and Trust, the taxes imposed upon the Trust, if any, and the fees,  charges,  or
commissions  with respect to the purchase  and sale of trust  investments.  Such
other costs and expenses,  taxes (if any), and fees,  charges,  and  commissions
shall be a charge upon the Trust Fund and payable by the Plan,  as  described in
Section 5.4(c), unless paid by the Employer, in its discretion.

         (f)  Preservation  of Account  Balances.  The sum total of all Accounts
maintained on behalf of each Participant in the investment funds of this Plan as
of the effective date of the amendment, restatement, conversion and continuation
of the Plan shall be equal to the sum total of all accounts maintained on behalf
of each  Participant in the investment  funds in the aggregate of the Retirement
Plan  and ESOP of the day  immediately  prior  to such  amendment,  restatement,
conversion and continuation.

         17.6 CUSTODIAL ROLE. Notwithstanding any other provisions in this Plan,
if the  Trustee is a bank and the bank does not have trust  powers  under  State
and/or Federal banking laws and regulations,  but otherwise  qualifies as a Bank
under  Section  581 of the Code,  then the  Trustee  will  assume  the role as a
custodian  under this Plan, and all  investments  shall be handled in accordance
with Section 17.4 or Section 17.5 as  applicable.  Furthermore,  a bank or trust
company  having  trust  powers  shall  act as  custodian  where  Participant  or
Employer-directed    investments    are    made    under    Section    17.4   or
Participant-directed  Investments are made under Section 17.5. In such cases the
Trustee's responsibilities will be as provided in Sections 17.4 and 17.5.

         17.7  LIABILITY  OF TRUSTEE.  The  Trustee  shall not be liable for its
failure to carry out the terms of this Plan, or any  instruction or direction of
the Employer (or its agent),  the Administrator (or Committee) or a Participant,
when issued in  accordance  with this Plan,  or for relying upon advice given by
any competent  counsel or other agent employed by the Trustee or Employer or the
Administrator,  or for  the  making,  retention  or sale  of any  investment  or
reinvestment,  or for any loss to or diminution of the Trust Fund, except due to
its own negligence, misfeasance,  nonfeasance or malfeasance, lack of good faith
or conduct otherwise constituting a breach of fiduciary duty under ERISA.

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         17.8 COURT ACTIONS.  As a prerequisite to taking any action  hereunder,
the Trustee shall neither be required to receive  either any order to consent of
any court,  nor shall the  Trustee be  required  to file any court  return or to
report to any court.

         17.9 PRUDENT MAN RULE. In discharging its duties, the Trustee shall act
with the skill,  prudence and diligence under the circumstances  then prevailing
that a prudent man acting in a like  capacity  and  familiar  with such  matters
would use in the conduct of an enterprise of like character and with like aims:

         (a) by  diversifying  the  investments of the Trust,  to the extent the
Trustee has the discretionary authority and responsibility for such investments,
so as to minimize the risk of large losses, unless under the circumstances it is
clearly prudent not to do so; and

         (b) in  accordance  with the documents  and  instruments  governing the
Plan,  insofar  as such  documents  and  instruments  are  consistent  with  the
provisions of ERISA.

         17.10  PROHIBITED  TRANSACTIONS.  Any other  provisions of the Plan and
Trust  Agreement  to the contrary  notwithstanding,  neither the  Employer,  the
Administrator,  the  Trustee nor any  Disqualified  Person as defined in Section
4975(d) of the Code may engage,  directly or  indirectly,  in any of the acts or
transactions  under  Section  4975(c) of the Code and  Section  406 of ERISA for
which no exemption is provided by Section  4975(d) of the Code or Section 408 of
ERISA.

         17.11  CONFLICT OF  INTEREST.  The Trustee  shall not (a) deal with the
assets  of the  Plan in its own  interest  or for  its own  account,  (b) in its
individual or in any other capacity,  act in any transaction  involving the Plan
(or on behalf of a party or representing a party) where interests are adverse to
the interest of the Plan or the interest of its  Participants or  Beneficiaries,
or (c) receive any consideration for its own account from any party dealing with
the Plan in  connection  with a  transaction  involving  the assets of the Plan.
Provided,  however,  that nothing in this Section shall be construed to preclude
the Trustee from receiving reasonable compensation for services rendered, or for
reimbursement of expenses  properly and actually  incurred in the performance of
its duties under the Plan.

         17.12  EXEMPTIONS.  Nothing  in this  Article  shall  be  construed  to
preclude a transaction which is otherwise prohibited hereunder or under the Act,
provided that the Trustee, or any other interested party or parties, shall first
apply to, and secure from the Secretary of Labor,  an exemption  with respect to
such transaction.

         17.13 FIDUCIARY INSURANCE. The Trustee may purchase insurance to insure
itself, the Trust Fund, or other fiduciary against liability or losses occurring
by reason of an act or omission of any  fiduciary,  provided that such insurance
shall  permit  recourse by the insurer  against the  fiduciary  in the case of a
breach of fiduciary duty.

         17.14 ACCOUNTS.  The Trustee shall keep accurate and detailed  accounts
of all investments,  receipts,  disbursements and other transactions  hereunder,
and all accounts,  investment  subaccounts,  books and records  relating thereto
shall be open to  inspection  and audit at all  reasonable  times by any

                                       77
<PAGE>

person  designated  by the  Employer.  The  Trust  Fund  may,  at the  Trustee's
discretion,  be administered on a unit accounting  basis and the value of a unit
on the date of adoption or amendment of the Plan shall be as  determined  by the
Trustee.

         17.15 REPORTS. Annually, or more frequently if determined by either the
Employer or the Trustee, or as shall be required by law, the Trustee shall cause
a valuation  to be made of the Trust Fund at its Fair Market  Value.  Within 120
days after the end of the Plan Year (or on such other date as may be  prescribed
under  regulations  of the Secretary of Labor) and at the time of each valuation
during the Plan Year,  the Trustee  shall file with the Employer and certify the
accuracy of a written  statement  setting forth, for the valuation  period,  all
investments,  receipts, disbursements, and such other information as the Trustee
maintains  which the  Employer may require from time to time in order to fulfill
its obligations  under  applicable law. Upon expiration of 90 days from the date
of filing of the statement as provided herein,  the Trustee's  liability for any
inaccuracies or omissions appearing upon the face of such statement shall cease,
except as  otherwise  may be  provided by law,  and except  with  respect to any
inaccuracies  or omissions as to which the Employer  shall file with the Trustee
written  objection  before the expiration of such 90-day  period.  To the extent
consistent  with  applicable  law,  each  transaction,  whether an increase or a
decrease  to the  Trust  Fund,  may be  expressed  in terms of a number of units
computed on the basis of the unit value  determined on the preceding  Allocation
Date. In the event that  transactions  are reported in this manner,  the Trustee
shall state,  in addition to such other  information  as is required by law, the
number  of units in the  Trust  Fund and the  value of a unit on the date of the
statement.

         17.16  PAYMENTS.  The Trustee shall make payment from the Trust Fund to
such persons, in such manner and in such amounts as the Administrator may direct
in writing  from time to time.  The Trustee  shall be fully  protected in acting
upon any such written direction without inquiry or investigation, and shall have
no duty or authority to determine the rights or benefits of any  Participant  or
Beneficiary  under  the  Plan,  or to  inquire  into  the  right or power of the
Employer to direct any payment from the Fund.

         17.17  DIRECTION OF COMMITTEE.  The Trustee shall be fully protected in
relying upon the written  certification of the Employer as to the membership and
extent of authority of any committee duly authorized to act on its behalf and in
continuing to rely thereon until subsequent  certification has been delivered to
the Trustee. The Trustee shall be fully protected in relying and acting upon any
written  direction of such  committee  whose  membership  and authority has been
certified to the Trustee,  and in continuing to so act and rely until subsequent
certification  that  said  authority  has  been  revoked  or  modified  has been
delivered to the Trustee.

         17.18  IMPOSSIBILITY  OF PERFORMANCE.  In case both the Company and the
Trustee  determine  that it is impossible for either the Employer or the Trustee
to perform any act under this Article,  that act shall be performed which in the
judgment of the Trustee will most nearly carry out the intent and purpose of the
Plan.  All parties to this Plan or all parties in any way interested in the Plan
shall be bound by any acts performed under such conditions.

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<PAGE>


         17.19  EXPENSES.   The  expenses   incurred  by  the  Employer  in  the
installation,  administration  and  amendment of the Plan shall be paid from the
Trust Fund,  unless paid  directly by the  Employer.  Such  compensation  to the
Trustee as may be agreed upon in writing  from time to time between the Employer
and the Trustee and the expenses  incurred by the Trustee in the  performance of
its duties, including professional fees of any person, firm or agent employed by
the Trustee to carry out the investment,  management or administrative functions
hereunder,  and all other proper charges and disbursements of the Trustee, shall
be paid from the Trust Fund,  unless paid  directly by the  Employer in its sole
discretion.

         17.20 TAXES AND  WITHHOLDING.  The  Trustee  shall pay out of the Trust
Fund taxes of any and all kinds  including,  without  limiting the generality of
the foregoing, property taxes and income taxes levied or assessed under existing
or future laws upon or with respect to the Trust,  or any moneys,  securities or
other property forming a part thereof,  or the income therefrom,  subject to the
terms of any  agreements  or contracts  made with  respect to trust  investments
which make other  provisions for such tax payments.  The Trustee may assume that
any taxes  assessed on or with  respect to the Trust or its income are  lawfully
assessed  unless the  Employer  shall in writing  advise the Trustee that in the
opinion  of  counsel  for the  Employer,  such  taxes  are or may be  unlawfully
assessed.  In the event  that the  Employer  shall so advise  the  Trustee,  the
Trustee shall, if so requested in writing by the Employer,  contest the validity
of such taxes in any manner  deemed  appropriate  by the Employer or its counsel
for the refund,  abatement,  reduction or elimination of any such taxes.  At the
direction of the  Administrator,  the Trustee  shall comply with all federal and
state requirements  relating to tax withholding for any distribution made by the
Trust.

         17.21 RESIGNATION OR REMOVAL OF TRUSTEE.  The Trustee may resign at any
time upon 90 days' written  notice to the Employer (or such other shorter notice
as may be accepted by the Employer). The Trustee may be removed by the Employer,
or the Employer  may  increase or decrease  the number of Trustees,  at any time
upon 90 days' written notice delivered to the Trustee (or such shorter notice as
may be accepted by the  Trustee).  In the event of such removal or  resignation,
the  Employer  shall  designate a Successor  Trustee or other  medium of funding
under an  agreement  executed  for such  purpose.  If the  Employer  does not so
designate  such  Successor  Trustee  or medium of  funding  within 60 days,  the
Trustee  may  apply to a court of  competent  jurisdiction  for the  purpose  of
securing  the  designation  of  same.  Upon  the  expiration  of  90  days  from
resignation  or removal of the Trustee (or such shorter  period as agreed upon),
the Trustee's liability for any inaccuracies or omissions shall cease, except as
otherwise may be provided by law, and except with respect to any inaccuracies or
omissions as to which the Employer shall file with the Trustee written objection
before the  expiration of such 90-day  period (or such shorter  period as agreed
upon).

         17.22  TRANSFER  OF ASSETS TO A  SUCCESSOR  TRUSTEE OR OTHER  MEDIUM OF
FUNDING.  In the  event  the  Employer  wishes to  continue  the Plan  through a
Successor  Trustee or through  another medium of funding,  it may, upon 90 days'
written notice (or shorter  notice if agreed by the Successor  Trustee) and upon
furnishing  evidence of the continuation of the Plan through a Successor Trustee
or medium of funding,  direct the  Trustee to  transfer  the assets of the Trust
Fund to such Successor Trustee or medium of funding,  in which event the Trustee
shall  deliver in cash or in kind the assets of the Trust Fund (less  reasonable
and  contracted  for  expenses),  including  such  instruments of conveyance and
further  assurance as may be reasonably  required for vesting in such

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<PAGE>


Successor  Trustee or other  medium of funding all right,  title and interest of
the  Trustee  in assets of the Trust  Fund  attributable  to the  Employer.  The
transfer of assets under the  circumstances  above shall not, within itself,  be
deemed a  termination  of the Plan,  or a  cessation  of  Qualified  Nonelective
Employer  Contributions,  Employer  Matching  Contributions  or Employer  Profit
Sharing  Contributions  to the Plan. Upon completion of such transfer of assets,
the terms and  provisions of the Plan shall  continue to control with respect to
the  Employer  or the  Plan (or its  successor)  as it may be  continued  by the
Employer.

         17.23 ASSETS OF CONTROLLED  GROUP  MEMBERS.  A Controlled  Group Member
with the written  approval of the other  Controlled Group Members may direct the
Trustee to  commingle  the Trust Fund  assets  with those of the assets of other
Controlled Group Members held by the Trustee in a mutual, commingled,  pooled or
common Trust Fund; provided,  however, that adequate records shall be maintained
at all times so that it is possible to  ascertain  and  separate  the Trust Fund
assets of each Controlled Group Member.

         17.24  DISTRIBUTIONS IN KIND. The  Administrator may direct the Trustee
(or its recordkeeping  agent) to make distributions in kind rather than in cash,
provided any such distribution is to an Individual  Retirement Account described
in Section 408 of the Code and  established  with the Plan's  recordkeeper,  and
provided such distribution shall not favor a Highly Compensated  Employee or the
Spouse  of a Highly  Compensated  Employee  who is an  Alternate  Payee  under a
Qualified Domestic Relations Order described in Section 16.5.

         17.25 PURCHASES AND SALES OF EMPLOYER STOCK. All purchases of shares of
Employer  Stock  shall be made at  prices  which,  in the  judgment  of the Plan
Administrator,  do not exceed the Fair Market Value of such stock.  All sales of
shares of Employer  Stock shall be made at prices which,  in the judgment of the
Plan  Administrator,  are not less than the Fair Market Value of such stock. The
determination  of Fair  Market  Value  shall  be made in good  faith by the Plan
Administrator  in accordance with the Plan and in accordance with any applicable
provisions of ERISA. The Plan Administrator shall direct the Trustee when to buy
or sell Employer Stock and at what price,  and the Trustee shall have no duty to
question the directions of the Plan  Administrator  in this respect or to advise
the Plan  Administrator  regarding the  purchase,  retention or sale of Employer
Stock;  provided,  however,  that the Plan  Administrator  shall not  direct the
Trustee to act otherwise  than in accordance  with the Plan and Trust  Agreement
and in  accordance  with any  applicable  provisions  of  ERISA,  including  any
applicable rules regarding prohibited transactions.

         17.26 REGISTRATION OF EMPLOYER STOCK. If the Plan Administrator directs
the Trustee to dispose of any Employer Stock under  circumstances  which require
registration and/or  qualification of the securities under applicable federal or
state securities laws, then the Employer, at its expense, will take, or cause to
be taken,  any and all such actions as may be necessary or appropriate to effect
such registration and/or qualification.

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<PAGE>


     17.27 INVESTMENTS IN EMPLOYER STOCK

         (a) The Trustee shall have all powers and  authority  necessary for
the performance of its duties,  including  those powers  designated in the Trust
Agreement and in this Plan. However,  such powers shall not include the power to
borrow to purchase Employer Stock.

         (b) Any cash  received  by the  Trustee  may be  invested to the extent
practicable  in shares of  Employer  Stock,  subject to  Participant  investment
elections  provided for in Section 17.5. The Trustee is specifically  authorized
to invest and hold up to one hundred percent (100%) of the Trust assets invested
in the Employer Stock Fund in "qualifying  employer securities" (as that term is
defined in Section  407(d)(5) of ERISA).  The Trustee may purchase such Employer
Stock directly from the Employer or from any other available source.  Such stock
or securities may be outstanding,  newly issued or treasury securities. All such
purchases must be made at not more than their Fair Market Values.

     17.28 VOTING AND TENDERING OF EMPLOYER STOCK

         (a) The  Trustee  shall  vote on  shares  of  Employer  Stock  that are
attributable to the Unit Value in each Participant's  Account in accordance with
the directions of each  Participant  (and each  Beneficiary of a Participant) to
whose Account such Unit Value has been credited (including fractional as well as
whole shares)  therein.  For purposes of determining  the number of shares to be
voted,  the Trustee shall use the Valuation  Date that coincides with the record
date for proxy solicitation by the Employer.

         (b) It is intended  that the Trustee's  functions and  responsibilities
with  respect to Employer  Stock,  including  Employer  Stock in the  Forfeiture
Suspense  Account,  with respect to voting and tender exchange offers,  shall be
exercised as follows:

               (1) Each  Participant  (and each Beneficiary of a Participant) is
hereby designated as a Named Fiduciary with respect to the portion of the shares
of Employer Stock  attributable to his Units held under the Employer Stock Fund,
and with  respect to a pro rata  portion of the  shares  held in the  Forfeiture
Suspense  Accounts,  and shall have the right to direct the Trustee with respect
to the voting of such  shares on each matter  brought  before any meeting of the
shareholders  of the Company.  The portion of the shares of the  Employer  Stock
Fund allocable to each Participant or Beneficiary shall be equal to a percentage
of the total shares of Employer  Stock held in the Employer Stock Fund as of the
record  date  for  proxy  solicitation  which  the  Units  attributable  to such
Participant  or  Beneficiary  as of such date  bears to the  total  Units of the
Employer Stock Fund as of such date.  This same  percentage  shall be applied in
determining  the  voting of  shares of  Employer  Stock  held in the  Forfeiture
Suspense Accounts.

               (2) Before each such meeting of  shareholders,  the Company shall
cause to be furnished to each  Participant  and  Beneficiary a copy of the proxy
solicitation materials, together with a form requesting direction to the Trustee
on how the  whole and  fractional  Employer  Stock  which  are  subject  to such
Participant's  or  Beneficiary's  voting  directions shall be voted on each such
matter.  Upon timely receipt of such directions,  the Trustee shall on each such
matter  vote as  directed
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<PAGE>

the number of shares of Employer Stock (including  fractional  shares) which are
subject to such Participant's or Beneficiary's directions, and the Trustee shall
have no discretion in such matter.

               (3) The Trustee shall,  separately,  in the case of each share of
Employer Stock, vote the whole and fractional shares of Employer Stock for which
it has not received  direction in the same  proportion as the directed shares of
such Employer  Stock are voted.  Moreover,  the Trustee shall vote all shares of
Employer Stock (including fractional shares) in the Forfeiture Suspense Accounts
in the same proportion as the directed shares are voted.  The Trustee shall have
no discretion in such matter.

               (4) The provisions of this  paragraph  shall apply in the event a
tender offer or exchange  offer for  Employer  Stock is commenced by a person or
persons (hereinafter, a "tender offer"), including, but not limited to, a tender
offer or exchange  offer  within the meaning of the  Securities  Exchange Act of
1934,  as from time to time  amended and in effect.  The  Trustee  shall have no
discretion  or  authority  to sell,  exchange or  transfer  any  Employer  Stock
pursuant to such  tender  offer  except to the  extent,  and only to the extent,
provided in this Plan.

                    (A) Each Participant and Beneficiary is hereby designated as
a Named  Fiduciary  with respect to the  decision  whether to tender or exchange
certain shares of Employer  Stock,  as follows.  Each such Named Fiduciary shall
have the right to direct  the  Trustee  in  writing as to the manner in which to
respond  to a tender  offer,  to the extent of (i) the  percentage  of shares of
Employer  Stock held under the Employer  Stock Fund as determined  under Section
17.28(b)(1)  above and (ii) an  identical  percentage  of the shares of Employer
Stock (including fractional shares) held in the Forfeiture Suspense Accounts.

                    (B) Upon timely  receipt of such  directions  from the Named
Fiduciaries,  the  Trustee  shall  respond as  instructed  with  respect to such
shares.

                    (C) If the Trustee does not receive timely instructions from
a Named  Fiduciary as to the manner in which to respond to such a tender  offer,
the  Trustee  shall not tender or exchange  any of the shares of Employer  Stock
(including  fractional  shares)  which are  subject  to such  Named  Fiduciary's
direction, and the Trustee shall have no discretion in such matter.

                    (D) For the  Forfeiture  Suspense  Accounts,  the  number of
shares of  Employer  Stock  (including  fractional  shares)  to be  tendered  or
exchanged  by the  Trustee  shall be equal to the  product of: (A) the number of
shares in the Forfeiture Suspense Accounts,  times (B) a fraction, the numerator
of which is the number of shares of Employer Stock (including fractional shares)
that the Named Fiduciaries  have, in aggregate,  directed the Trustee to tender,
and the  denominator  of which is the total  number of shares of Employer  Stock
(including  fractional  shares)  allocated  to the  Accounts of all of the Named
Fiduciaries. The Trustee shall have no discretion in such matters.

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<PAGE>


                    (E)  The  Plan   Administrator   shall   solicit  from  each
Participant and Beneficiary the directions described in this Section 17.28 as to
whether  shares are to be  tendered,  and shall  instruct  the Trustee as to the
amount of shares to be tendered, in accordance with the above provisions.

                          18. AMENDMENT OR TERMINATION

     18.1 RIGHT TO AMEND PLAN

         (a) Only the  Company  may amend this Plan.  The Plan may be amended at
any time and from time to time; provided, however, that no amendment shall limit
or remove the  authority of the Company to terminate  the Plan,  or shall change
the duties or  liabilities  of any of the  parties  without  their  consent.  No
amendment shall have any retroactive  effect so as to deprive any Participant of
any Vested  interest except that no amendment made to conform to the Code or any
federal or state statute,  regulation or ruling shall be considered  prejudicial
to any  Participant,  and that no  amendment  shall ever cause any  reversion of
funds to the Employer.

         (b) If the Plan's Vesting  Schedule is amended,  or the Plan is amended
in  any  way  that  directly  or  indirectly  affects  the  computation  of  the
Participant's  nonforfeitable  percentage or if the Plan is deemed amended by an
automatic change to or from a Top-Heavy Vesting Schedule,  each Participant with
at least  three (3) Years of  Service  with the  Employer  may  elect,  within a
reasonable  period  after the adoption of the  amendment or change,  to have the
nonforfeitable  percentage  computed  under  the  Plan  without  regard  to such
amendment or change.

         The period  during which the election may be made shall  commence  with
the date the  amendment  is  adopted  or  deemed to be made and shall end on the
latest of: (i) sixty (60) days after the  amendment is adopted;  (ii) sixty (60)
days after the amendment becomes  effective;  or (iii) sixty (60) days after the
Participant  is  issued  written  notice of the  amendment  by the  Employer  or
Administrator.

         (c) No  amendment  to the Plan shall be effective to the extent that it
has the effect of decreasing a Participant's  accrued  benefit.  For purposes of
this  subsection,  a Plan  amendment  which  has  the  effect  of  decreasing  a
Participant's  Account balance or eliminating an optional form of benefit,  with
respect to  benefits  attributable  to Service  before  the  amendment  shall be
treated as reducing an accrued benefit.  Furthermore, if the vesting schedule of
a Plan is amended,  in the case of an Employee  who is a  Participant  as of the
later of the date such  amendment  is adopted or the date it becomes  effective,
the  nonforfeitable  percentage  (determined as of such date) of such Employee's
Employer-derived  Accrued Benefit will not be less than the percentage  computed
under the Plan without regard to such amendment.

     18.2  LIMITATION OF RIGHT TO AMEND.  No amendment  shall have the effect of
causing or permitting any part of the Trust Fund to be used for, or diverted to,
purposes  other  than  for  the  exclusive   benefit  of  Participants,   former
Participants  and  Beneficiaries,  and no  amendment  shall  have the  effect of
revesting in the Employer any portion of the Trust Fund.

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<PAGE>


     18.3 TERMINATION OF PLAN BY COMPANY

         (a)  Right  Reserved.  Although  the  Company  expects  the  Plan to be
continued indefinitely,  it reserves the right to terminate the Plan at any time
by action  of the Board and to  discontinue  all  contributions  hereunder.  The
Company  reserves the right to temporarily  suspend  contributions  from time to
time as it  shall  deem  appropriate  and  necessary,  and  such  suspension  of
contributions  shall not be considered  to be a termination  of the Plan. In the
event  of  termination  or  partial  termination  of  the  Plan,  or a  complete
discontinuance  of  contributions  to the Plan,  the  Company  shall  notify the
Trustee in writing of such  termination and, prior to any distribution of assets
hereunder,  shall file notice, in such form and manner as is required by law, if
any, with the Internal Revenue Service.

         (b) Distribution Upon  Termination.  In the event of the termination or
partial  termination  of  the  Plan,  the  Account  balances  of  each  affected
Participant shall be nonforfeitable.  In the event of a complete  discontinuance
of  contributions,  the Account  balances of each affected  Participant  will be
nonforfeitable. The Company, by written notice of termination of the Plan, shall
direct the Trustee to reduce such assets of the Trust Fund to cash which are not
designated by the Employer,  or, in the case of illiquid assets, by the Trustee,
to be retained for  distribution in kind. The Trustee shall cause a valuation of
the Trust  Fund to be made as of the date such  assets are  reduced to cash,  at
which time the balances of Accounts shall be brought up to date. Upon completion
of such  accounting and receipt from the Company of directions as to the form of
distributions,  the Trustee shall distribute the assets of the Trust Fund to the
Participants  or  Beneficiaries,  as the case may be,  in  accordance  with such
directions.  Each  Participant  or  Beneficiary  who is  entitled  to  receive a
distribution from an Account may elect to receive the payment of such Account in
a lump sum or through an annuity  purchased from a commercial  insurance carrier
licensed in the State of Tennessee.

         18.4  MERGERS.  In the event of any merger or  consolidation  with,  or
transfer of assets to, any other plan, each  Participant  will receive a benefit
immediately  after such  merger,  consolidation  or  transfer  (if the Plan then
terminated)  which is at least equal to the benefit the Participant was entitled
to immediately  before such merger,  consolidation  or transfer (if the Plan had
then terminated).

                                19. MISCELLANEOUS

         19.1  LIABILITY OF  EMPLOYER.  No  Employee,  Participant,  Inactive or
Retired  Participant or Beneficiary shall have any right or claim to any benefit
under the Plan except in  accordance  with its  provisions.  The adoption of the
Plan shall neither be construed as creating any contract of  employment  between
the Employer and any Employee or otherwise conferring upon any Employee or other
person  any legal  right to  continuation  of  employment,  nor as  limiting  or
qualifying the right of the Employer to discharge any Employee without regard to
the effect that such discharge  might have upon the  Participant's  rights under
the Plan.

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         19.2 SPENDTHRIFT  CLAUSE.  No benefit or interest  available  hereunder
will  be  subject  to   assignment  or   alienation,   either   voluntarily   or
involuntarily,  except as permitted  under Section  401(a)(13) of the Code.  The
preceding sentence shall also apply to the creation,  assignment, or recognition
of a right to any benefit  payable with respect to a  Participant  pursuant to a
domestic  relations  order,  unless such order is  determined  to be a Qualified
Domestic Relations Order, or any domestic relations order entered before January
1, 1985.

         19.3  SUCCESSOR  BUSINESS  OF  EMPLOYER.  Unless  this  Plan is  sooner
terminated,  any  incorporated  successor  to the  business of the  Employer may
continue the Plan and such successor shall thereupon  succeed to all the rights,
powers and duties of the Employer hereunder.  The employment of any Employee who
has continued in the employ of such  successor  shall not be deemed to have been
terminated or severed for any purpose hereunder.  In the event that the Employer
is reorganized or dissolved for any reason without any provision  being made for
the continuance of this Plan by a successor to the business of the Employer, the
Plan shall  terminate and the assets shall be distributed as provided in Section
18.3(b).

         19.4 INSURANCE COMPANY NOT RESPONSIBLE.  No insurance company which may
issue any policy upon the  application  of the Trustee shall be required to take
or permit any action  contrary to the provisions of such policy;  or be bound to
allow any benefit or  privilege  to any person  interested  in any policy it has
issued which is not provided in such policy;  or be deemed to be a party to this
Agreement for any purpose; or be responsible for the validity of this Agreement;
or be required to look into the terms of this  Agreement  or question any act of
the Trustee  hereunder;  or be required to see that any action of the Trustee is
authorized by this Agreement. Any such issuing company shall be fully discharged
from any and all liability for any amount paid to the Trustee,  or in accordance
with its  direction;  and no issuing  company  shall be  obligated to see to the
application of any moneys so paid by it. Any such issuing company shall be fully
protected  in taking or  permitting  any  action on the faith of any  instrument
executed by the Trustee, and shall incur no liability for so doing.

         19.5 PERSONS UNDER LEGAL DISABILITY. In the case of any distribution to
a minor or other person under a legal disability, the Plan Administrator, in its
discretion,  may determine and shall so direct the Trustee that benefit payments
shall either (1) be made directly to such person under a legal disability or (2)
be made  directly  to the person who has  assumed  the care of such person to be
used for the support, maintenance or education of such person, or (3) be made to
the duly appointed guardian or other representative, if any, of such person. Any
action  taken  by  a  duly  appointed   guardian  or  other  legally  authorized
representative  on behalf of an individual under a legal  disability,  including
any consent given by such guardian or  representative,  shall have the effect of
action taken or consent given by the individual.

         19.6 CONFLICT OF PROVISIONS.  If any provision or term of this Plan, or
of the Trust Agreement entered into pursuant hereto, is deemed to be at variance
with, or contrary to, any law of the United States or applicable state law, said
provision shall be severable to the extent it does not disqualify the Plan under
Sections  401(a)  and 501(a) of the Code and the  provision  of the law shall be
deemed to govern.

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         19.7  DEFINITION  OF  WORDS.  Feminine  or  neuter  pronouns  shall  be
substituted for those of the masculine form, and the plural shall be substituted
for the  singular,  in any place or places  herein where the context may require
such substitution or substitutions.

         19.8 TITLES.  The titles of Articles and Sections are included only for
convenience  and shall not be  construed as a part of the Plan or in any respect
to affect or modify its provisions.

         19.9 MULTIPLE COPIES.  This Plan may be executed in counterparts,  each
of which shall be considered an original.

         19.10  APPLICABLE LAW. Except with respect to a separate trust document
adopted by the Employer  which contains a provision that other state law applies
to that document, the laws of the State of Tennessee shall apply with respect to
the interpretation and construction of the provisions of the Plan, to the extent
not preempted by ERISA or given over herein under ERISA to the interpretation or
construction of the Administrator under Section 16.1.



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     IN  WITNESS  WHEREOF,  the  Company  hereby  amends and  restates  the Plan
effective as of the dates set forth herein this 30th day of December, 2002.



                                      DOLLAR GENERAL CORPORATION
                                      By: Benefit Administration Committee


                                         By:/s/ Steve Heckle
                                            ------------------------------------

                                         Name: Steve Heckle
                                               ---------------------------------

                                         Title: Chairman, BAC
                                               ---------------------------------


                                         By:/s/ Wade Smith
                                            ------------------------------------

                                         Name:  Wade Smith
                                               ---------------------------------

                                         Title: Vice Chairman, BAC
                                               ---------------------------------

                                      RECEIVED & ACKNOWLEDGED
                                      BY MELISSA BUFFINGTON, CO-TRUSTEE



                                      /s/ Melissa Buffington
                                      ---------------------------------------




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