<PAGE>
                                                                    EXHIBIT 4.5




                              AMENDED AND RESTATED
                         PEDIATRIX MEDICAL GROUP THRIFT
                             AND PROFIT SHARING PLAN
                         (NOVEMBER 12, 2002 RESTATEMENT)




         FIDELITY MANAGEMENT TRUST COMPANY, ITS AFFILIATES AND EMPLOYEES MAY
         NOT PROVIDE YOU WITH LEGAL OR TAX ADVICE IN CONNECTION WITH THE
         EXECUTION OF THIS DOCUMENT. IT SHOULD BE REVIEWED BY YOUR ATTORNEY
         AND/OR ACCOUNTANT PRIOR TO EXECUTION.

                        CORPORATEPLAN FOR RETIREMENT(SM)
                                VOLUME SUBMITTER

                            PLAN DOCUMENT SYSTEMS(TM)


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                                TABLE OF CONTENTS

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                                                        ARTICLE I
                                                       DEFINITIONS

1.1      PLAN DEFINITIONS............................................................................................. 2

1.2      INTERPRETATION............................................................................................... 6

                                                        ARTICLE II
                                                         SERVICE

2.1      DEFINITIONS.................................................................................................. 7
2.2      CREDITING OF HOURS OF SERVICE................................................................................ 7
2.3      CREDITING OF CONTINUOUS SERVICE.............................................................................. 7
2.4      ELIGIBILITY SERVICE.......................................................................................... 8
2.5      VESTING SERVICE.............................................................................................. 8
2.6      CREDITING OF SERVICE ON TRANSFER OR AMENDMENT................................................................ 8

                                                       ARTICLE III
                                                       ELIGIBILITY

3.1      ELIGIBILITY..................................................................................................10
3.2      TRANSFERS OF EMPLOYMENT......................................................................................10
3.3      REEMPLOYMENT.................................................................................................10
3.4      NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES...............................................................10
3.5      EFFECT AND DURATION..........................................................................................10

                                                        ARTICLE IV
                                                TAX-DEFERRED CONTRIBUTIONS

4.1      TAX-DEFERRED CONTRIBUTIONS...................................................................................11
4.2      AMOUNT OF TAX-DEFERRED CONTRIBUTIONS.........................................................................11
4.3      CHANGES IN REDUCTION AUTHORIZATION...........................................................................11
4.4      SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS.....................................................................11
4.5      RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS.....................................................................11
4.6      DELIVERY OF TAX-DEFERRED CONTRIBUTIONS.......................................................................12
4.7      VESTING OF TAX-DEFERRED CONTRIBUTIONS........................................................................12

                                                        ARTICLE V
                                           AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1      AFTER-TAX CONTRIBUTIONS......................................................................................13
5.2      AMOUNT OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING.....................................................13
5.3      CHANGES IN PAYROLL WITHHOLDING AUTHORIZATION.................................................................13
5.4      SUSPENSION OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING.................................................13
5.5      RESUMPTION OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING.................................................14
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5.6      ROLLOVER CONTRIBUTIONS.......................................................................................14
5.7      DELIVERY OF AFTER-TAX CONTRIBUTIONS..........................................................................14
5.8      VESTING OF AFTER-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS................................................14

                                                        ARTICLE VI
                                                  EMPLOYER CONTRIBUTIONS

6.1      CONTRIBUTION PERIOD..........................................................................................15
6.2      PROFIT-SHARING CONTRIBUTIONS.................................................................................15
6.3      ALLOCATION OF PROFIT-SHARING CONTRIBUTIONS...................................................................15
6.4      QUALIFIED NONELECTIVE CONTRIBUTIONS..........................................................................15
6.5      ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS............................................................15
6.6      MATCHING CONTRIBUTIONS.......................................................................................15
6.7      ALLOCATION OF MATCHING CONTRIBUTIONS.........................................................................16
6.8      VERIFICATION OF AMOUNT OF EMPLOYER CONTRIBUTIONS BY THE SPONSOR..............................................16
6.9      PAYMENT OF EMPLOYER CONTRIBUTIONS............................................................................16
6.10     ELIGIBILITY TO PARTICIPATE IN ALLOCATION.....................................................................16
6.11     VESTING OF EMPLOYER CONTRIBUTIONS............................................................................17
6.12     ELECTION OF FORMER VESTING SCHEDULE..........................................................................17
6.13     FORFEITURES TO REDUCE EMPLOYER CONTRIBUTIONS.................................................................17

                                                       ARTICLE VII
                                               LIMITATIONS ON CONTRIBUTIONS

7.1      DEFINITIONS..................................................................................................18
7.2      CODE SECTION 402(g) LIMIT....................................................................................20
7.3      DISTRIBUTION OF EXCESS DEFERRALS.............................................................................21
7.4      LIMITATION ON TAX-DEFERRED CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.....................................21
7.5      DISTRIBUTION OF EXCESS TAX-DEFERRED CONTRIBUTIONS............................................................23
7.6      LIMITATION ON MATCHING CONTRIBUTIONS AND AFTER-TAX CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.............23
7.7      FORFEITURE OR DISTRIBUTION OF EXCESS CONTRIBUTIONS...........................................................24
7.8      MULTIPLE USE LIMITATION......................................................................................25
7.9      DETERMINATION OF INCOME OR LOSS..............................................................................25
7.10     CODE SECTION 415 LIMITATIONS ON CREDITING OF CONTRIBUTIONS AND FORFEITURES...................................26
7.11     COVERAGE UNDER OTHER QUALIFIED DEFINED CONTRIBUTION PLAN.....................................................26
7.12     COVERAGE UNDER QUALIFIED DEFINED BENEFIT PLAN................................................................27
7.13     SCOPE OF LIMITATIONS.........................................................................................27

                                                       ARTICLE VIII
                                            TRUST FUNDS AND SEPARATE ACCOUNTS

8.1      GENERAL FUND.................................................................................................28
8.2      INVESTMENT FUNDS.............................................................................................28
8.3      INCOME ON TRUST..............................................................................................28
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8.4      SEPARATE ACCOUNTS............................................................................................28
8.5      SUB-ACCOUNTS.................................................................................................28

                                                        ARTICLE IX
                                                 LIFE INSURANCE CONTRACTS

9.1      NO LIFE INSURANCE CONTRACTS..................................................................................30
                                                        ARTICLE X
                                         DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1     FUTURE CONTRIBUTION INVESTMENT ELECTIONS.....................................................................31
10.2     DEPOSIT OF CONTRIBUTIONS.....................................................................................31
10.3     ELECTION TO TRANSFER BETWEEN FUNDS...........................................................................31

                                                        ARTICLE XI
                                         CREDITING AND VALUING SEPARATE ACCOUNTS

11.1     CREDITING SEPARATE ACCOUNTS..................................................................................32
11.2     VALUING SEPARATE ACCOUNTS....................................................................................32
11.3     PLAN VALUATION PROCEDURES....................................................................................32
11.4     FINALITY OF DETERMINATIONS...................................................................................33
11.5     NOTIFICATION.................................................................................................33

                                                       ARTICLE XII
                                                          LOANS

12.1     PARTICIPANT LOANS............................................................................................34

                                                       ARTICLE XIII
                                                WITHDRAWALS WHILE EMPLOYED

13.1     WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS.......................................................................35
13.2     WITHDRAWALS OF ROLLOVER CONTRIBUTIONS........................................................................35
13.3     WITHDRAWALS OF EMPLOYER CONTRIBUTIONS........................................................................35
13.4     WITHDRAWALS OF TAX-DEFERRED CONTRIBUTIONS....................................................................35
13.5     LIMITATIONS ON WITHDRAWALS OTHER THAN HARDSHIP WITHDRAWALS...................................................36
13.6     CONDITIONS AND LIMITATIONS ON HARDSHIP WITHDRAWALS...........................................................36
13.7     ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB-ACCOUNTS........................................................37

                                                       ARTICLE XIV
                                      TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1     TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE................................................................38
14.2     SEPARATE ACCOUNTING FOR NON-VESTED AMOUNTS...................................................................38
14.3     DISPOSITION OF NON-VESTED AMOUNTS............................................................................38
14.4     RECREDITING OF FORFEITED AMOUNTS.............................................................................39
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                                      iii
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                                                        ARTICLE XV
                                                      DISTRIBUTIONS

15.1     DISTRIBUTIONS TO PARTICIPANTS................................................................................40
15.2     DISTRIBUTIONS TO BENEFICIARIES...............................................................................40
15.3     CASH OUTS AND PARTICIPANT CONSENT............................................................................40
15.4     REQUIRED COMMENCEMENT OF DISTRIBUTION........................................................................41
15.5     REEMPLOYMENT OF A PARTICIPANT................................................................................41
15.6     RESTRICTIONS ON ALIENATION...................................................................................41
15.7     FACILITY OF PAYMENT..........................................................................................42
15.8     INABILITY TO LOCATE PAYEE....................................................................................42
15.9     DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS.................................................42

                                                       ARTICLE XVI
                                                     FORM OF PAYMENT

16.1     NORMAL FORM OF PAYMENT.......................................................................................43
16.2     OPTIONAL FORM OF PAYMENT.....................................................................................43
16.3     CHANGE OF OPTION ELECTION....................................................................................43
16.4     DIRECT ROLLOVER..............................................................................................43
16.5     NOTICE REGARDING FORMS OF PAYMENT............................................................................44
16.6     REEMPLOYMENT.................................................................................................44
16.7     DISTRIBUTION IN THE FORM OF EMPLOYER STOCK...................................................................44

                                                       ARTICLE XVII
                                                      BENEFICIARIES

17.1     DESIGNATION OF BENEFICIARY...................................................................................45
17.2     SPOUSAL CONSENT REQUIREMENTS.................................................................................45

                                                      ARTICLE XVIII
                                                      ADMINISTRATION

18.1     AUTHORITY OF THE SPONSOR.....................................................................................46
18.2     ACTION OF THE SPONSOR........................................................................................46
18.3     CLAIMS REVIEW PROCEDURE......................................................................................46
18.4     QUALIFIED DOMESTIC RELATIONS ORDERS..........................................................................47
18.5     INDEMNIFICATION..............................................................................................47
18.6     ACTIONS BINDING..............................................................................................48

                                                       ARTICLE XIX
                                                AMENDMENT AND TERMINATION

19.1     AMENDMENT....................................................................................................49
19.2     LIMITATION ON AMENDMENT......................................................................................49
19.3     TERMINATION..................................................................................................49
19.4     REORGANIZATION...............................................................................................50
19.5     WITHDRAWAL OF AN EMPLOYER....................................................................................50
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                                      iv
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                                                        ARTICLE XX
                                                ADOPTION BY OTHER ENTITIES

20.1     ADOPTION BY RELATED COMPANIES................................................................................52
20.2     EFFECTIVE PLAN PROVISIONS....................................................................................52

                                                       ARTICLE XXI
                                                 MISCELLANEOUS PROVISIONS

21.1     NO COMMITMENT AS TO EMPLOYMENT...............................................................................53
21.2     BENEFITS.....................................................................................................53
21.3     NO GUARANTEES................................................................................................53
21.4     EXPENSES.....................................................................................................53
21.5     PRECEDENT....................................................................................................53
21.6     DUTY TO FURNISH INFORMATION..................................................................................53
21.7     WITHHOLDING..................................................................................................53
21.8     MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS............................................................54
21.9     BACK PAY AWARDS..............................................................................................54
21.10    CONDITION ON EMPLOYER CONTRIBUTIONS..........................................................................54
21.11    RETURN OF CONTRIBUTIONS TO AN EMPLOYER.......................................................................55
21.12    VALIDITY OF PLAN.............................................................................................55
21.13    TRUST AGREEMENT..............................................................................................55
21.14    PARTIES BOUND................................................................................................55
21.15    APPLICATION OF CERTAIN PLAN PROVISIONS.......................................................................55
21.16    LEASED EMPLOYEES.............................................................................................56
21.17    TRANSFERRED FUNDS............................................................................................56

                                                       ARTICLE XXII
                                                   TOP-HEAVY PROVISIONS

22.1     DEFINITIONS..................................................................................................57
22.2     APPLICABILITY................................................................................................59
22.3     MINIMUM EMPLOYER CONTRIBUTION................................................................................59
22.4     ADJUSTMENTS TO SECTION 415 LIMITATIONS.......................................................................60
22.5     ACCELERATED VESTING..........................................................................................60

                                                      ARTICLE XXIII
                                                      EFFECTIVE DATE

23.1     EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT..................................................................61
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                                    PREAMBLE

The Pediatrix Medical Group Thrift and Profit Sharing Plan, originally effective
as of January 1, 1991 and periodically amended from time to time thereafter, is
hereby amended and restated in its entirety to reflect such periodic amendments.
The Plan, as amended and restated hereby, is intended to qualify as a
profit-sharing plan under Section 401(a) of the Code, and includes a cash or
deferred arrangement that is intended to qualify under Section 401(k) of the
Code. The Plan is maintained for the exclusive benefit of eligible employees and
their beneficiaries.

Notwithstanding any other provision of the Plan to the contrary, a
Participant's vested interest in his Separate Account under the Plan on and
after the effective date of this amendment and restatement shall be not less
than his vested interest in his account on the day immediately preceding the
effective date. In addition, notwithstanding any other provision of the Plan to
the contrary, the forms of payment and other Plan provisions that were
available under the Plan immediately prior to the later of the effective date
of this amendment and restatement or the date this amendment and restatement is
adopted and that may not be eliminated under Section 411(d)(6) of the Code
shall continue to be available to Participants who had an account under the
Plan on the day immediately preceding the later of the effective date or the
date this amendment and restatement is adopted.


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                                   ARTICLE I

                                  DEFINITIONS

1.1      PLAN DEFINITIONS

As used herein, the following words and phrases have the meanings hereinafter
set forth, unless a different meaning is plainly required by the context:

The "ADMINISTRATOR" means the Sponsor unless the Sponsor designates another
person or persons to act as such.

An "AFTER-TAX CONTRIBUTION" means any after-tax employee contribution made by a
Participant as may be permitted under Article V.

The "BENEFICIARY" of a Participant means the person or persons entitled under
the provisions of the Plan to receive distribution hereunder in the event the
Participant dies before receiving distribution of his entire interest under the
Plan.

The "CODE" means the Internal Revenue Code of 1986, as amended from time to
time. Reference to a section of the Code includes such section and any
comparable section or sections of any future legislation that amends,
supplements, or supersedes such section.

The "COMPENSATION" of a Participant for any period means the wages as defined
in Section 3401(a) of the Code, determined without regard to any rules that
limit compensation included in wages based on the nature or location of the
employment or services performed, and all other payments made to him for such
period for services as an Employee for which his Employer is required to
furnish the Participant a written statement under Sections 6041(d), 6051(a)(3),
and 6052 of the Code, and excluding reimbursements or other expense allowances,
fringe benefits, moving expenses, deferred compensation, and welfare benefits,
but determined prior to any exclusions for amounts deferred under Section 125,
402(e)(3), 402(h)(1)(B), 403(b), or 457(b) of the Code or for certain
contributions described in Section 414(h)(2) of the Code that are picked up by
the employing unit and treated as employer contributions.

Notwithstanding the foregoing, Compensation shall not include the value of any
qualified or non-qualified stock option granted to the Participant by his
Employer to the extent such value is includible in the Participant's taxable
income.

In no event, however, shall the Compensation of a Participant taken into
account under the Plan for any Plan Year exceed (1) $200,000 for Plan Years
beginning prior to January 1, 1994, or (2) $150,000 for Plan Years beginning on
or after January 1, 1994 (subject to adjustment annually as provided in Section
401(a)(17)(B) and Section 415(d) of the Code; provided, however, that the
dollar increase in effect on January 1 of any calendar year, if any, is
effective for Plan Years beginning in such calendar year). If the Compensation
of a Participant is determined over a period of time that contains fewer than
12 calendar months, then the annual compensation limitation described above
shall be adjusted with respect to that Participant by multiplying the annual
compensation limitation in effect for the Plan Year by a fraction the numerator
of which is the number of full months in the period and the denominator of
which is 12; provided, however, that no proration is required for a Participant
who is covered under the


                                       2
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Plan for less than one full Plan Year if the formula for allocations is based
on Compensation for a period of at least 12 months. In determining the
Compensation, for purposes of applying the annual compensation limitation
described above, of a Participant who is a five percent owner or among the ten
Highly Compensated Employees receiving the greatest Compensation for the Plan
Year, the Compensation of the Participant's spouse and of his lineal
descendants who have not attained age 19 as of the close of the Plan Year shall
be included as Compensation of the Participant for the Plan Year. If as a
result of applying the family aggregation rule described in the preceding
sentence the annual compensation limitation would be exceeded, the limitation
shall be prorated among the affected family members in proportion to each
member's Compensation as determined prior to application of the family
aggregation rules.

A "CONTRIBUTION PERIOD" means the period specified in Article VI for which
Employer Contributions shall be made.

An "ELIGIBLE EMPLOYEE" means any Employee who has met the eligibility
requirements of Article III to have Tax-Deferred Contributions made to the Plan
on his behalf.

The "ELIGIBILITY SERVICE" of an employee means the period or periods of service
credited to him under the provisions of Article II for purposes of determining
his eligibility to participate in the Plan as may be required under Article III
or Article VI.

An "EMPLOYEE" means any employee of an Employer other than an employee (i) who
is covered by a collective bargaining agreement, (ii) who is a nonresident
alien who does not receive United States source income or (iii) who is
classified as a "temporary employee."

An "EMPLOYER" means the Sponsor and any entity which has adopted the Plan as
may be provided under Article XX.

An "EMPLOYER CONTRIBUTION" means the amount, if any, that an Employer
contributes to the Plan as may be provided under Article VI or Article XXII.

An "ENROLLMENT DATE" means the first day of each Plan Year quarter.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended
from time to time. Reference to a section of ERISA includes such section and
any comparable section or sections of any future legislation that amends,
supplements, or supersedes such section.

The "GENERAL FUND" means a Trust Fund maintained by the Trustee as required to
hold and administer any assets of the Trust that are not allocated among any
separate Investment Funds as may be provided in the Plan or the Trust Agreement.
No General Fund shall be maintained if all assets of the Trust are allocated
among separate Investment Funds.

A "HIGHLY COMPENSATED EMPLOYEE" means an Employee or former Employee who is a
highly compensated active employee or highly compensated former employee as
defined hereunder.

A "highly compensated active employee" includes any Employee who performs
services for an Employer during the determination year and who (i) was a five
percent owner at any time during the determination year or the look back year,
(ii) received compensation from an Employer


                                       3
<PAGE>
during the look back year in excess of $75,000 (subject to adjustment annually
at the same time and in the same manner as under Section 415(d) of the Code),
(iii) was in the top paid group of employees for the look back year and
received compensation from an Employer during the look back year in excess of
$50,000 (subject to adjustment annually at the same time and in the same manner
as under Section 415(d) of the Code), (iv) was an officer of an Employer during
the look back year and received compensation during that year in excess of 50
percent of the dollar limitation in effect for that year under Section
415(b)(1)(A) of the Code or, if no officer received compensation in excess of
that amount for the look back year or the determination year, received the
greatest compensation for the look back year of any officer, or (v) was one of
the 100 employees paid the greatest compensation by an Employer for the
determination year and would be described in (ii), (iii), or (iv) above if the
term "determination year" were substituted for "look back year".

A "highly compensated former employee" includes any Employee who separated from
service from an Employer and all Related Companies (or is deemed to have
separated from service from an Employer and all Related Companies) prior to the
determination year, performed no services for an Employer during the
determination year, and was a highly compensated active employee for either
the separation year or any determination year ending on or after the date the
Employee attains age 55.

The determination of who is a Highly Compensated Employee hereunder, including
determinations as to the number and identity of employees in the top paid
group, the 100 employees receiving the greatest compensation from an Employer,
the number of employees treated as officers, and the compensation considered,
shall be made in accordance with the provisions of Section 414(q) of the Code
and regulations issued thereunder. For purposes of this definition, the
following terms have the following meanings:

(a)      The "determination year" means the Plan Year or, if the Administrator
         makes the election provided in paragraph (b) below, the period of
         time, if any, which extends beyond the look back year and ends on the
         last day of the Plan Year for which testing is being performed (the
         "lag period"). If the lag period is less than 12 months long, the
         dollar amounts specified in (ii), (iii), and (iv) above shall be
         prorated based upon the number of months in the lag period.

(b)      The "look back year" means the 12-month period immediately preceding
         the determination year; provided, however, that the Administrator may
         elect instead to treat the calendar year ending with or within the
         determination year as the "look back year".

An "HOUR OF SERVICE" with respect to a person means each hour, if any, that may
be credited to him in accordance with the provisions of Article II.

An "INVESTMENT FUND" means any separate investment Trust Fund maintained by the
Trustee as may be provided in the Plan or the Trust Agreement or any separate
investment fund maintained by the Trustee, to the extent that there are
Participant Sub-Accounts under such funds, to which assets of the Trust may be
allocated and separately invested.


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A "MATCHING CONTRIBUTION" means any Employer Contribution made to the Plan on
account of a Participant's Tax-Deferred Contributions as provided in Article
VI.

The "NORMAL RETIREMENT DATE" of an employee means the date he attains age 65.

A "PARTICIPANT" means any person who has a Separate Account in the Trust.

The "PLAN" means Pediatrix Medical Group Thrift and Profit Sharing Plan, as
from time to time in effect.

A "PLAN YEAR" means the 12-consecutive-month period ending December 31.

A "PROFIT-SHARING CONTRIBUTION" means any Employer Contribution made to the
Plan as provided in Article VI, other than Matching Contributions and Qualified
Nonelective Contributions.

A "QUALIFIED NONELECTIVE CONTRIBUTION" means any Employer Contribution made to
the Plan as provided in Article VI that may be taken into account to satisfy
the limitations on contributions by Highly Compensated Employees under Article
VII.

A "RELATED COMPANY" means any corporation or business, other than an Employer,
which would be aggregated with an Employer for a relevant purpose under Section
414 of the Code.

A "ROLLOVER CONTRIBUTION" means any rollover contribution to the Plan made by a
Participant as may be permitted under Article V.

A "SEPARATE ACCOUNT" means the account maintained by the Trustee in the name of
a Participant that reflects his interest in the Trust and any Sub-Accounts
maintained thereunder, as provided in Article VIII.

The "SETTLEMENT DATE" of a Participant means the date on which a Participant's
interest under the Plan becomes distributable in accordance with Article XV.

The "SPONSOR" means Pediatrix Medical Group, and any successor thereto.

A "SUB-ACCOUNT" means any of the individual sub-accounts of a Participant's
Separate Account that is maintained as provided in Article VIII.

A "TAX-DEFERRED CONTRIBUTION" means the amount contributed to the Plan on a
Participant's behalf by his Employer in accordance with his reduction
authorization executed pursuant to Article IV.

The "TRUST" means the trust maintained by the Trustee under the Trust
Agreement.

The "TRUST AGREEMENT" means the agreement entered into between the Sponsor and
the Trustee relating to the holding, investment, and reinvestment of the assets
of the Plan, together with all amendments thereto.


                                       5
<PAGE>
     The "TRUSTEE" means the trustee or any successor trustee which at the time
shall be designated, qualified, and acting under the Trust Agreement. The
Sponsor may designate a person or persons other than the Trustee to perform any
responsibility of the Trustee under the Plan, other than trustee
responsibilities as defined in Section 405(c)(3) of ERISA, and the Trustee shall
not be liable for the performance of such person in carrying out such
responsibility except as otherwise provided by ERISA. The term Trustee shall
include any delegate of the Trustee as may be provided in the Trust Agreement.

A "TRUST FUND" means any fund maintained under the Trust by the Trustee.

A "VALUATION DATE" means the date or dates designated by the Sponsor and
communicated in writing to the Trustee for the purpose of valuing the General
Fund and each Investment Fund and adjusting Separate Accounts and Sub-Accounts
hereunder, which dates need not be uniform with respect to the General Fund,
each Investment Fund, Separate Account, or Sub-Account; provided, however, that
the General Fund and each Investment Fund shall be valued and each Separate
Account and Sub-Account shall be adjusted no less often than once annually.

The "VESTING SERVICE" of an employee means the period or periods of service
credited to him under the provisions of Article II for purposes of determining
his vested interest in his Employer Contributions Sub-Account, if Employer
Contributions are provided for under either Article VI or Article XXII.

1.2      INTERPRETATION

Where required by the context, the noun, verb, adjective, and adverb forms of
each defined term shall include any of its other forms. Wherever used herein,
the masculine pronoun shall include the feminine, the singular shall include the
plural, and the plural shall include the singular.


                                       6
<PAGE>
                                  ARTICLE II

                                    SERVICE

2.1      DEFINITIONS

For purposes of this Article, the following terms have the following meanings:

(a)      The "continuous service" of an employee means the service credited to
         him in accordance with the provisions of Section 2.3 of the Plan.

(b)      The "employment commencement date" of an employee means the date he
         first completes an Hour of Service.

(c)      A "maternity/paternity absence" means a person's absence from
         employment with an Employer or a Related Company because of the
         person's pregnancy, the birth of the person's child, the placement of
         a child with the person in connection with the person's adoption of
         the child, or the caring for the person's child immediately following
         the child's birth or adoption. A person's absence from employment will
         not be considered a maternity/paternity absence unless the person
         furnishes the Administrator such timely information as may reasonably
         be required to establish that the absence was for one of the purposes
         enumerated in this paragraph and to establish the number of days of
         absence attributable to such purpose.

(d)      The "reemployment commencement date" of an employee means the first
         date following a severance date on which he again completes an Hour of
         Service.

(e)      The "severance date" of an employee means the earlier of (i) the date
         on which he retires, dies, or his employment with an Employer and all
         Related Companies is otherwise terminated, or (ii) the first
         anniversary of the first date of a period during which he is absent
         from work with an Employer and all Related Companies for any other
         reason; provided, however, that if he terminates employment with or is
         absent from work with an Employer and all Related Companies on account
         of service with the armed forces of the United States, he shall not
         incur a severance date if he is eligible for reemployment rights under
         the Uniformed Services Employment and Reemployment Rights Act of 1994
         and he returns to work with an Employer or a Related Company within
         the period during which he retains such reemployment rights.

2.2      CREDITING OF HOURS OF SERVICE

A person shall be credited with an Hour of Service for each hour for which he
is paid, or entitled to payment, for the performance of duties for an Employer
or any Related Company.

2.3      CREDITING OF CONTINUOUS SERVICE

A person shall be credited with continuous service for the aggregate of the
periods of time between his employment commencement date or any reemployment
commencement date and the severance date that next follows such employment
commencement date or reemployment


                                       7
<PAGE>
commencement date; provided, however, that an employee who has a reemployment
commencement date within the 12-consecutive-month period following the earlier
of the first date of his absence or his severance date shall be credited with
continuous service for the period between such severance date and reemployment
commencement date.

2.4      ELIGIBILITY SERVICE

There shall be no Eligibility Service credited under the Plan.

2.5      VESTING SERVICE

Years of Vesting Service shall be determined in accordance with the following
provisions:

(a)      An employee shall be credited with years of Vesting Service equal to
         his period of continuous service.

(b)      Notwithstanding the provisions of paragraph (a), continuous service
         completed by an employee prior to a severance date shall not be
         included in determining the employee's years of Vesting Service unless
         the employee had a nonforfeitable right to any portion of his Separate
         Account, excluding that portion of his Separate Account that is
         attributable to After-Tax or Rollover Contributions, as of the
         severance date, or the period of time between the severance date and
         his reemployment commencement date is less than the greater of five
         years or his period of continuous service determined as of the
         severance date; provided, however, that solely for purposes of
         applying this paragraph, if a person is on a maternity/paternity
         absence beyond the first anniversary of the first day of such absence,
         his severance date shall be the second anniversary of the first day of
         such maternity/paternity absence.

2.6      CREDITING OF SERVICE ON TRANSFER OR AMENDMENT

Notwithstanding any other provision of the Plan to the contrary, if an Employee
is transferred from employment covered under a qualified plan maintained by an
Employer or a Related Company for which service is credited based on Hours of
Service and computation periods in accordance with Department of Labor
Regulations 2530.200 through 2530.203 to employment covered under the Plan or,
prior to amendment, the Plan provided for crediting of service on the basis of
Hours of Service and computation periods, an affected Employee shall be
credited with Vesting Service hereunder equal to:

(a)      the Employee's years of service credited to him under the Hours of
         Service method before the computation period in which the transfer or
         the effective date of the amendment occurs, plus

(b)      the greater of (i) the period of service that would be credited to the
         Employee under the elapsed time method provided hereunder for his
         employment during the entire computation period in which the transfer
         or the effective date of the amendment occurs or (ii) the service
         taken into account under the Hours of Service method for such
         computation period as of the transfer date or the effective date of
         the amendment, plus


                                       8
<PAGE>
(c)      the service credited to such Employee under the elapsed time method
         provided hereunder for the period of time beginning on the day after
         the last day of the computation period in which the transfer or the
         effective date of the amendment occurs.


                                       9
<PAGE>
                                  ARTICLE III

                                  ELIGIBILITY

3.1      ELIGIBILITY

Each Employee who was an Eligible Employee immediately prior to the effective
date of this amendment and restatement shall continue to be an Eligible
Employee. Each other Employee shall become an Eligible Employee as of the
Enrollment Date coinciding with or next following the date on which he has
attained age 21.

3.2      TRANSFERS OF EMPLOYMENT

If a person is transferred directly from employment with an Employer or with a
Related Company in a capacity other than as an Employee to employment as an
Employee, he shall become an Eligible Employee as of the date he is so
transferred if prior to an Enrollment Date coinciding with or preceding such
transfer date he has met the eligibility requirements of Section 3.1. Otherwise,
the eligibility of a person who is so transferred to elect to have Tax-Deferred
Contributions made to the Plan on his behalf or to make After-Tax Contributions
to the Plan shall be determined in accordance with Section 3.1.

3.3      REEMPLOYMENT

If a person who terminated employment with an Employer and all Related Companies
is reemployed as an Employee and if he had been an Eligible Employee prior to
his termination of employment, he shall again become an Eligible Employee on the
date he is reemployed. Otherwise, the eligibility of a person who terminated
employment with an Employer and all Related Companies and who is reemployed by
an Employer or a Related Company to elect to have Tax-Deferred Contributions
made to the Plan on his behalf or to make After-Tax Contributions to the Plan
shall be determined in accordance with Section 3.1 or 3.2.

3.4      NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES

Each Employer shall notify the Administrator as soon as practicable of Employees
becoming Eligible Employees as of any date.

3.5      EFFECT AND DURATION

Upon becoming an Eligible Employee, an Employee shall be entitled to elect to
have Tax-Deferred Contributions made to the Plan on his behalf and to make
After-Tax Contributions to the Plan and shall be bound by all the terms and
conditions of the Plan and the Trust Agreement. A person shall continue as an
Eligible Employee eligible to have Tax-Deferred Contributions made to the Plan
on his behalf and to make After-Tax Contributions to the Plan only so long as he
continues in employment as an Employee.


                                      10
<PAGE>
                                  ARTICLE IV

                           TAX-DEFERRED CONTRIBUTIONS

4.1      TAX-DEFERRED CONTRIBUTIONS

Effective as of the date he becomes an Eligible Employee, or any subsequent
Enrollment Date, each Eligible Employee may elect in writing in accordance with
rules prescribed by the Administrator to have Tax-Deferred Contributions made to
the Plan on his behalf by his Employer as hereinafter provided. An Eligible
Employee's written election shall include his authorization for his Employer to
reduce his Compensation and to make Tax-Deferred Contributions on his behalf and
his election as to the investment of his contributions in accordance with
Article X. Tax-Deferred Contributions on behalf of an Eligible Employee shall
commence with the first payment of Compensation made on or after the date on
which his election is effective.

4.2      AMOUNT OF TAX-DEFERRED CONTRIBUTIONS

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an
Eligible Employee by his Employer shall be an integral percentage of his
Compensation of not less than 1 percent nor more than 20 percent.

4.3      CHANGES IN REDUCTION AUTHORIZATION

An Eligible Employee may change the percentage of his future Compensation that
his Employer contributes on his behalf as Tax-Deferred Contributions at such
time or times during the Plan Year as the Administrator may prescribe by filing
an amended reduction authorization with his Employer such number of days prior
to the date such change is to become effective as the Administrator shall
prescribe. An Eligible Employee who changes his reduction authorization shall be
limited to selecting a percentage of his Compensation that is otherwise
permitted hereunder. Tax-Deferred Contributions shall be made on behalf of such
Eligible Employee by his Employer pursuant to his amended reduction
authorization filed in accordance with this Section commencing with Compensation
paid to the Eligible Employee on or after the date such filing is effective,
until otherwise altered or terminated in accordance with the Plan.

4.4      SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS

An Eligible Employee on whose behalf Tax-Deferred Contributions are being made
may have such contributions suspended at any time by giving such number of days
advance written notice to his Employer as the Administrator shall prescribe. Any
such voluntary suspension shall take effect commencing with Compensation paid to
such Eligible Employee on or after the expiration of the required notice period
and shall remain in effect until Tax-Deferred Contributions are resumed as
hereinafter set forth.

4.5      RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS

An Eligible Employee who has voluntarily suspended his Tax-Deferred
Contributions may have such contributions resumed at such time or times during
the Plan Year as the Administrator may


                                      11
<PAGE>
prescribe, by filing a new reduction authorization with his Employer such
number of days prior to the date as of which such contributions are to be
resumed as the Administrator shall prescribe.

4.6      DELIVERY OF TAX-DEFERRED CONTRIBUTIONS

As soon after the date an amount would otherwise be paid to an Employee as it
can reasonably be separated from Employer assets, each Employer shall cause to
be delivered to the Trustee in cash all Tax-Deferred Contributions attributable
to such amounts.

4.7      VESTING OF TAX-DEFERRED CONTRIBUTIONS

A Participant's vested interest in his Tax-Deferred Contributions Sub-Account
shall be at all times 100 percent.


                                      12
<PAGE>
                                   ARTICLE V

                      AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1      AFTER-TAX CONTRIBUTIONS

An Eligible Employee may elect in writing in accordance with rules prescribed by
the Administrator to make After-Tax Contributions to the Plan. After-Tax
Contributions may be made either by payroll withholding and/or by delivery of a
cash amount to an Eligible Employee's Employer, as determined by the
Administrator. If the Eligible Employee does not already have an investment
election on file with the Administrator, his election to make After-Tax
Contributions to the Plan shall include his election as to the investment of his
contributions in accordance with Article X. An Eligible Employee's election to
make After-Tax Contributions by payroll withholding may be made effective as of
any Enrollment Date occurring on or after the date on which he becomes an
Eligible Employee. After-Tax Contributions by payroll withholding shall commence
with the first payment of Compensation made on or after the Enrollment Date on
which the Eligible Employee's election is effective.

5.2      AMOUNT OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING

The amount of After-Tax Contributions made by an Eligible Employee by payroll
withholding shall be an integral percentage of his Compensation of not less
than one percent nor more than 10 percent.

5.3      CHANGES IN PAYROLL WITHHOLDING AUTHORIZATION

An Eligible Employee may change the percentage of his future Compensation that
he contributes to the Plan as After-Tax Contributions by payroll withholding at
such time or times during the Plan Year as the Administrator may prescribe by
filing an amended payroll withholding authorization with his Employer such
number of days prior to the date such change is to become effective as the
Administrator shall prescribe. An Eligible Employee who changes his payroll
withholding authorization shall be limited to selecting a percentage of his
Compensation that is otherwise permitted under Section 5.2. After-Tax
Contributions shall be made pursuant to an Eligible Employee's amended payroll
withholding authorization filed in accordance with this Section commencing with
Compensation paid to the Eligible Employee on or after the date such filing is
effective, until otherwise altered or terminated in accordance with the Plan.

5.4      SUSPENSION OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING

An Eligible Employee who is making After-Tax Contributions by payroll
withholding may have such contributions suspended at any time by giving such
number of days advance written notice to his Employer as the Administrator
shall prescribe. Any such voluntary suspension shall take effect commencing
with Compensation paid to such Eligible Employee on or after the expiration of
the required notice period and shall remain in effect until After-Tax
Contributions are resumed as hereinafter set forth.


                                      13
<PAGE>
5.5      RESUMPTION OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING

An Eligible Employee who has voluntarily suspended his After-Tax Contributions
made by payroll withholding in accordance with Section 5.4 may have such
contributions resumed at such time or times during the Plan Year as the
Administrator may prescribe by filing a new payroll withholding authorization
with his Employer such number of days prior to the date as of which such
contributions are to be resumed as the Administrator shall prescribe.

5.6      ROLLOVER CONTRIBUTIONS

An Employee who was a participant in a plan qualified under Section 401 or 403
of the Code and who receives a cash distribution from such plan that he elects
either (i) to roll over immediately to a qualified retirement plan or (ii) to
roll over into a conduit IRA from which he receives a later cash distribution,
may elect to make a Rollover Contribution to the Plan if he is entitled under
Section 402(c), Section 403(a)(4), or Section 408(d)(3)(A) of the Code to roll
over such distribution to another qualified retirement plan. The Administrator
may require an Employee to provide it with such information as it deems
necessary or desirable to show that he is entitled to roll over such
distribution to another qualified retirement plan. An Employee shall make a
Rollover Contribution to the Plan by delivering, or causing to be delivered, to
the Trustee the cash that constitutes the Rollover Contribution amount within 60
days of receipt of the distribution from the plan or from the conduit IRA in the
manner prescribed by the Administrator. If the Employee does not already have an
investment election on file with the Administrator, the Employee shall also
deliver to the Administrator his election as to the investment of his
contributions in accordance with Article X.

5.7      DELIVERY OF AFTER-TAX CONTRIBUTIONS

As soon after the date an amount would otherwise be paid to an Employee as it
can reasonably be separated from Employer assets or as soon as reasonably
practicable after an amount has been delivered to an Employer by an Employee,
the Employer shall cause to be delivered to the Trustee in cash the After-Tax
Contributions attributable to such amount.

5.8      VESTING OF AFTER-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS

A Participant's vested interest in his After-Tax Contributions Sub-Account and
his Rollover Contributions Sub-Account shall be at all times 100 percent.


                                      14
<PAGE>
                                  ARTICLE VI

                             EMPLOYER CONTRIBUTIONS

6.1      CONTRIBUTION PERIOD

The Contribution Period for Employer Contributions under the Plan shall be each
Plan Year.

6.2      PROFIT-SHARING CONTRIBUTIONS

Each Employer may, in its discretion, make a Profit-Sharing Contribution to the
Plan for the Contribution Period in an amount determined by the Sponsor.

6.3      ALLOCATION OF PROFIT-SHARING CONTRIBUTIONS

Any Profit-Sharing Contribution made for a Contribution Period shall be
allocated among the Employees who are eligible to participate in the allocation
of Profit-Sharing Contributions for the Contribution Period, as determined
under this Article. The allocable share of each such Employee shall be in the
ratio which his Compensation from the Employers for the Contribution Period
bears to the aggregate of such Compensation for all such Employees.
Notwithstanding any other provision of the Plan to the contrary, Compensation
with respect to any period ending prior to the date on which an Employee first
became eligible to participate in the allocation of Profit-Sharing
Contributions shall be disregarded in determining the amount of the Employee's
allocable share.

6.4      QUALIFIED NONELECTIVE CONTRIBUTIONS

Each Employer may, in its discretion, make a Qualified Nonelective Contribution
to the Plan for the Contribution Period in an amount determined by the Sponsor.

6.5      ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS

Any Qualified Nonelective Contribution made by an Employer for the Contribution
Period shall be allocated among its Employees during the Contribution Period
who are eligible to participate in the allocation of Qualified Nonelective
Contributions for the Contribution Period, as determined under this Article,
other than any such Employee who is a Highly Compensated Employee. The
allocable share of each such Employee shall be either (i) in the ratio which
his Compensation from the Employer for the Contribution Period bears to the
aggregate of such Compensation for all such Employees or (ii) a flat dollar
amount, as determined by the Sponsor for the Contribution Period.
Notwithstanding any other provision of the Plan to the contrary, Compensation
with respect to any period ending prior to the date on which an Employee first
became eligible to participate in the allocation of Qualified Nonelective
Contributions shall be disregarded in determining the amount of the Employee's
allocable share.

6.6      MATCHING CONTRIBUTIONS

Each Employer may make a Matching Contribution to the Plan for each
Contribution Period in an amount equal to the percentage, determined by the
Sponsor, in its discretion, for the Contribution Period, of the Tax-Deferred
Contributions for the Contribution Period made on


                                      15
<PAGE>
behalf of its Employees during the Contribution Period who are eligible to
participate in the allocation of Matching Contributions for the Contribution
Period as determined under this Article.

6.7      ALLOCATION OF MATCHING CONTRIBUTIONS

Any Matching Contribution made by an Employer for the Contribution Period shall
be allocated among its Employees during the Contribution Period who are eligible
to participate in the allocation of Matching Contributions for the Contribution
Period, as determined under this Article. The allocable share of each such
Employee shall be an amount equal to the percentage determined by the Sponsor of
the Tax-Deferred Contributions made on his behalf for the Contribution Period.

6.8      VERIFICATION OF AMOUNT OF EMPLOYER CONTRIBUTIONS BY THE SPONSOR

The Sponsor shall verify the amount of Employer Contributions to be made by each
Employer in accordance with the provisions of the Plan. Notwithstanding any
other provision of the Plan to the contrary, the Sponsor shall determine the
portion of the Employer Contribution to be made by each Employer with respect to
an Employee who transfers from employment with one Employer as an Employee to
employment with another Employer as an Employee.

6.9      PAYMENT OF EMPLOYER CONTRIBUTIONS

Employer Contributions made for a Contribution Period shall be paid in cash or
in qualifying employer securities, as defined in Section 407(d)(5) of ERISA, to
the Trustee within the period of time required under the Code in order for the
contribution to be deductible by the Employer in determining its Federal income
taxes for the Plan Year.

6.10     ELIGIBILITY TO PARTICIPATE IN ALLOCATION

Each Employee shall be eligible to participate in the allocation of Employer
Contributions beginning on the date he becomes, or again becomes, an Eligible
Employee in accordance with the provisions of Article III. Notwithstanding the
foregoing, no person shall be eligible to participate in the allocation of
Employer Contributions, other than Qualified Nonelective Contributions, for a
Contribution Period unless he is employed by an Employer or a Related Company on
the last day of the Contribution Period; provided, however, that if the Plan
would not otherwise meet the minimum coverage requirements of Section 410(b) of
the Code in any Plan Year, the group of Employees eligible to participate in the
allocation of Employer Contributions, other than Qualified Nonelective
Contributions, shall be expanded to include the minimum number of Employees who
are not employed by an Employer or a Related Company on the last day of the
Contribution Period that is necessary to meet the minimum coverage requirements.
The Employees who become eligible to participate under the provisions of the
immediately preceding clause shall be those Employees who have completed the
greatest number of Hours of Service during the Contribution Period.


                                      16
<PAGE>
6.11     VESTING OF EMPLOYER CONTRIBUTIONS

A Participant's vested interest in his Qualified Nonelective Contributions
Sub-Account shall be at all times 100 percent. A Participant's vested interest
in his Profit-Sharing and Matching Contributions Sub-Accounts shall be
determined in accordance with the following schedule:

         Years of Vesting Service                         Vested Interest
         ------------------------                         ---------------

              Less than 1                                       0%
              1 but less than 2                                30%
              2 but less than 3                                60%
              3 or more                                       100%

Notwithstanding the foregoing, if a Participant is employed by an Employer or a
Related Company on his Normal Retirement Date, the date he becomes physically or
mentally disabled such that he can no longer continue in the service of his
Employer and is eligible to receive a benefit under his Employer's long term
disability plan, or the date he dies, his vested interest in his Profit-Sharing
and Matching Contributions Sub-Accounts shall be 100 percent.

6.12     ELECTION OF FORMER VESTING SCHEDULE

If the Sponsor adopts an amendment to the Plan that directly or indirectly
affects the computation of a Participant's vested interest in his Employer
Contributions Sub-Account, any Participant with three or more years of Vesting
Service shall have a right to have his vested interest in his Employer
Contributions Sub-Account continue to be determined under the vesting
provisions in effect prior to the amendment rather than under the new vesting
provisions, unless the vested interest of the Participant in his Employer
Contributions Sub-Account under the Plan as amended is not at any time less
than such vested interest determined without regard to the amendment. A
Participant shall exercise his right under this Section by giving written
notice of his exercise thereof to the Administrator within 60 days after the
latest of (i) the date he receives notice of the amendment from the
Administrator, (ii) the effective date of the amendment, or (iii) the date the
amendment is adopted. Notwithstanding the foregoing, a Participant's vested
interest in his Employer Contributions Sub-Account on the effective date of
such an amendment shall not be less than his vested interest in his Employer
Contributions Sub-Account immediately prior to the effective date of the
amendment.

6.13     FORFEITURES TO REDUCE EMPLOYER CONTRIBUTIONS

Notwithstanding any other provision of the Plan to the contrary, the amount of
the Employer Contribution required under this Article for a Plan Year shall be
reduced by the amount of any forfeitures occurring during the Plan Year that
are not used to pay Plan expenses.


                                      17
<PAGE>
                                   ARTICLE VII
                          LIMITATIONS ON CONTRIBUTIONS

7.1      DEFINITIONS

For purposes of this Article, the following terms have the following meanings:

(a)      The "actual deferral percentage" with respect to an Eligible Employee
         for a particular Plan Year means the ratio of the Tax-Deferred
         Contributions made on his behalf for the Plan Year to his test
         compensation for the Plan Year, except that, to the extent permitted by
         regulations issued under Section 401(k) of the Code, the Sponsor may
         elect to take into account in computing the numerator of each Eligible
         Employee's actual deferral percentage the qualified nonelective
         contributions made to the Plan on his behalf for the Plan Year;
         provided, however, that contributions made on a Participant's behalf
         for a Plan Year shall be included in determining his actual deferral
         percentage for such Plan Year only if the contributions are made to the
         Plan prior to the end of the 12-month period immediately following the
         Plan Year to which the contributions relate. The determination and
         treatment of the actual deferral percentage amounts for any Participant
         shall satisfy such other requirements as may be prescribed by the
         Secretary of the Treasury.

(b)      The "aggregate limit" means the sum of (i) 125 percent of the greater
         of the average contribution percentage for eligible participants other
         than Highly Compensated Employees or the average actual deferral
         percentage for Eligible Employees other than Highly Compensated
         Employees and (ii) the lesser of 200 percent or two plus the lesser of
         such average contribution percentage or average actual deferral
         percentage, or, if it would result in a larger aggregate limit, the sum
         of (iii) 125 percent of the lesser of the average contribution
         percentage for eligible participants other than Highly Compensated
         Employees or the average actual deferral percentage for Eligible
         Employees other than Highly Compensated Employees and (iv) the lesser
         of 200 percent or two plus the greater of such average contribution
         percentage or average actual deferral percentage.

(c)      The "annual addition" with respect to a Participant for a limitation
         year means the sum of the Tax-Deferred Contributions, Employer
         Contributions, and After-Tax Contributions allocated to his Separate
         Account for the limitation year (including any excess contributions
         that are distributed pursuant to this Article), the employer
         contributions, employee contributions, and forfeitures allocated to his
         accounts for the limitation year under any other qualified defined
         contribution plan (whether or not terminated) maintained by an Employer
         or a Related Company concurrently with the Plan, and amounts described
         in Sections 415(1)(2) and 419A(d)(2) of the Code allocated to his
         account for the limitation year.

(d)      The "Code Section 402(g) limit" means the dollar limit imposed by
         Section 402(g)(1) of the Code or established by the Secretary of the
         Treasury pursuant to Section 402(g)(5) of the Code in effect on January
         1 of the calendar year in which an Eligible Employee's taxable year
         begins.


                                       18
<PAGE>

(e)      The "contribution percentage" with respect to an eligible participant
         for a particular Plan Year means the ratio of the sum of the matching
         contributions made to the Plan on his behalf and the After-Tax
         Contributions made by him for the Plan Year to his test compensation
         for such Plan Year, except that, to the extent permitted by regulations
         issued under Section 401(m) of the Code, the Sponsor may elect to take
         into account in computing the numerator of each eligible participant's
         contribution percentage the Tax-Deferred Contributions and/or qualified
         nonelective contributions made to the Plan on his behalf for the Plan
         Year; provided, however, that any Tax-Deferred Contributions and/or
         qualified nonelective contributions that were taken into account in
         computing the numerator of an eligible participant's actual deferral
         percentage may not be taken into account in computing the numerator of
         his contribution percentage; and provided, further, that contributions
         made by or on a Participant's behalf for a Plan Year shall be included
         in determining his contribution percentage for such Plan Year only if
         the contributions are made to the Plan prior to the end of the 12-month
         period immediately following the Plan Year to which the contributions
         relate. The determination and treatment of the contribution percentage
         amounts for any Participant shall satisfy such other requirements as
         may be prescribed by the Secretary of the Treasury.

(f)      An "elective contribution" means any employer contribution made to a
         plan maintained by an Employer or any Related Company on behalf of a
         Participant in lieu of cash compensation pursuant to his written
         election to defer under any qualified CODA as described in Section
         401(k) of the Code, any simplified employee pension cash or deferred
         arrangement as described in Section 402(h)(1)(B) of the Code, any
         eligible deferred compensation plan under Section 457 of the Code, or
         any plan as described in Section 501(c)(18) of the Code, and any
         contribution made on behalf of the Participant by an Employer of a
         Related Company for the purchase of an annuity contract under Section
         403(b) of the Code pursuant to a salary reduction agreement.

(g)      An "eligible participant" means any Employee who is eligible to make
         After-Tax Contributions or to have Tax-Deferred Contributions made on
         his behalf (if Tax-Deferred Contributions are taken into account in
         computing contribution percentages) or to participate in the allocation
         of matching contributions.

(h)      An "excess deferral" with respect to a Participant means that portion
         of a Participant's Tax-Deferred Contributions that when added to
         amounts deferred under other plans or arrangements described in
         Sections 401(k), 408(k), or 403(b) of the Code, would exceed the Code
         Section 402(g) limit and is includable in the Participant's gross
         income under Section 402(g) of the Code.

(i)      A "family member" of an Employee means the Employee's spouse, his
         lineal ascendants, his lineal descendants, and the spouses of such
         lineal ascendants and descendants.

(j)      A "limitation year" means the calendar year.

(k)      A "matching contribution" means any employer contribution allocated to
         an Eligible Employee's account under the Plan or any other plan of an
         Employer or a Related


                                       19
<PAGE>

         Company solely on account of elective contributions made on his behalf
         or employee contributions made by him.

(l)      A "qualified nonelective contribution" means any employer contribution
         made on behalf of a Participant that the Participant could not elect
         instead to receive in cash, that is a qualified nonelective
         contribution as defined in Section 401(k) and Section 401(m) of the
         Code and regulations issued thereunder, is nonforfeitable when made,
         and is distributable only as permitted in regulations issued under
         Section 401(k) of the Code.

(m)      The "test compensation" of an Eligible Employee for a Plan Year means
         compensation as defined in Section 414(s) of the Code and regulations
         issued thereunder, limited, however, to (1) $200,000 for Plan Years
         beginning prior to January 1, 1994, or (2) $150,000 for Plan Years
         beginning on or after January 1, 1994 (subject to adjustment annually
         as provided in Section 401(a)(17)(B) and Section 415(d) of the Code;
         provided, however, that the dollar increase in effect on January 1 of
         any calendar year, if any, is effective for Plan Years beginning in
         such calendar year). If the test compensation of a Participant is
         determined over a period of time that contains fewer than 12 calendar
         months, then the annual compensation limitation described above shall
         be adjusted with respect to that Participant by multiplying the annual
         compensation limitation in effect for the Plan Year by a fraction the
         numerator of which is the number of full months in the period and the
         denominator of which is 12; provided, however, that no proration is
         required for a Participant who is covered under the Plan for less than
         one full Plan Year if the formula for allocations is based on
         Compensation for a period of at least 12 months. In determining the
         test compensation, for purposes of applying the annual compensation
         limitation described above, of a Participant who is a five percent
         owner or among the ten Highly Compensated Employees receiving the
         greatest test compensation for the limitation year, the test
         compensation of the Participant's spouse and of his lineal descendants
         who have not attained age 19 as of the close of the limitation year
         shall be included as test compensation of the Participant for the
         limitation year. If as a result of applying the family aggregation rule
         described in the preceding sentence the annual compensation limitation
         would be exceeded, the limitation shall be prorated among the affected
         family members in proportion to each member's test compensation as
         determined prior to application of the family aggregation rules.

7.2      CODE SECTION 402(g) LIMIT

In no event shall the amount of the Tax-Deferred Contributions made on behalf of
an Eligible Employee for his taxable year, when aggregated with any elective
contributions made on behalf of the Eligible Employee under any other plan of an
Employer or a Related Company for his taxable year, exceed the Code Section
402(g) limit. In the event that the Administrator determines that the reduction
percentage elected by an Eligible Employee will result in his exceeding the Code
Section 402(g) limit, the Administrator may adjust the reduction authorization
of such Eligible Employee by reducing the percentage of his Tax-Deferred
Contributions to such smaller percentage that will result in the Code Section
402(g) limit not being exceeded. If the Administrator determines that the
Tax-Deferred Contributions made on behalf of an Eligible Employee would exceed
the Code Section 402(g) limit for his taxable year,


                                       20
<PAGE>

the Tax-Deferred Contributions for such Participant shall be automatically
suspended for the remainder, if any, of such taxable year.

If an Employer notifies the Administrator that the Code Section 402(g) limit has
nevertheless been exceeded by an Eligible Employee for his taxable year, the
Tax-Deferred Contributions that, when aggregated with elective contributions
made on behalf of the Eligible Employee under any other plan of an Employer or a
Related Company, would exceed the Code Section 402(g) limit, plus any income and
minus any losses attributable thereto, shall be distributed to the Eligible
Employee no later than the April 15 immediately following such taxable year. Any
Tax-Deferred Contributions that are distributed to an Eligible Employee in
accordance with this Section shall not be taken into account in computing the
Eligible Employee's actual deferral percentage for the Plan Year in which the
Tax-Deferred Contributions were made, unless the Eligible Employee is a Highly
Compensated Employee. If an amount of Tax-Deferred Contributions is distributed
to a Participant in accordance with this Section, matching contributions that
are attributable solely to the distributed Tax-Deferred Contributions, plus any
income and minus any losses attributable thereto, shall be forfeited by the
Participant. Any such forfeited amounts shall be treated as a forfeiture under
the Plan in accordance with the provisions of Article XIV as of the last day of
the month in which the distribution of Tax-Deferred Contributions pursuant to
this Section occurs.

7.3      DISTRIBUTION OF EXCESS DEFERRALS

Notwithstanding any other provision of the Plan to the contrary, if a
Participant notifies the Administrator in writing no later than the March 1
following the close of the Participant's taxable year that excess deferrals have
been made on his behalf under the Plan for such taxable year, the excess
deferrals, plus any income and minus any losses attributable thereto, shall be
distributed to the Participant no later than the April 15 immediately following
such taxable year. Any Tax-Deferred Contributions that are distributed to a
Participant in accordance with this Section shall nevertheless be taken into
account in computing the Participant's actual deferral percentage for the Plan
Year in which the Tax-Deferred Contributions were made. If an amount of
Tax-Deferred Contributions is distributed to a Participant in accordance with
this Section, matching contributions that are attributable solely to the
distributed Tax-Deferred Contributions, plus any income and minus any losses
attributable thereto, shall be forfeited by the Participant. Any such forfeited
amounts shall be treated as a forfeiture under the Plan in accordance with the
provisions of Article XIV as of the last day of the month in which the
distribution of Tax-Deferred Contributions pursuant to this Section occurs.

7.4      LIMITATION ON TAX-DEFERRED CONTRIBUTIONS OF HIGHLY COMPENSATED
         EMPLOYEES

Notwithstanding any other provision of the Plan to the contrary, the
Tax-Deferred Contributions made with respect to a Plan Year on behalf of
Eligible Employees who are Highly Compensated Employees may not result in an
average actual deferral percentage for such Eligible Employees that exceeds the
greater of:

(a)      a percentage that is equal to 125 percent of the average actual
         deferral percentage for all other Eligible Employees; or


                                       21
<PAGE>

(b)      a percentage that is not more than 200 percent of the average actual
         deferral percentage for all other Eligible Employees and that is not
         more than two percentage points higher than the average actual deferral
         percentage for all other Eligible Employees.

In order to assure that the limitation contained herein is not exceeded with
respect to a Plan Year, the Administrator is authorized to suspend completely
further Tax-Deferred Contributions on behalf of Highly Compensated Employees for
any remaining portion of a Plan Year or to adjust the projected actual deferral
percentages of Highly Compensated Employees by reducing their percentage
elections with respect to Tax-Deferred Contributions for any remaining portion
of a Plan Year to such smaller percentages that will result in the limitation
set forth above not being exceeded. In the event of any such suspension or
reduction, Highly Compensated Employees affected thereby shall be notified of
the reduction or suspension as soon as possible and shall be given an
opportunity to make a new Tax-Deferred Contribution election to be effective the
first day of the next following Plan Year. In the absence of such an election,
the election in effect immediately prior to the suspension or adjustment
described above shall be reinstated as of the first day of the next following
Plan Year.

For purposes of applying the limitation contained in this Section, the
Tax-Deferred Contributions, qualified nonelective contributions (to the extent
that such qualified nonelective contributions are taken into account in
computing actual deferral percentages), and test compensation of any Eligible
Employee who is a family member of another Eligible Employee who is a five
percent owner or among the ten Highly Compensated Employees receiving the
greatest test compensation for the Plan Year shall be aggregated with the
Tax-Deferred Contributions, qualified nonelective contributions, and test
compensation of such other Eligible Employee, and such family member shall not
be considered an Eligible Employee for purposes of determining the average
actual deferral percentage for all other Eligible Employees.

In determining the actual deferral percentage for any Eligible Employee who is a
Highly Compensated Employee for the Plan Year, elective contributions and
qualified nonelective contributions (to the extent that qualified nonelective
contributions are taken into account in computing actual deferral percentages)
made to his accounts under any other plan of an Employer or a Related Company
shall be treated as if all such contributions were made to the Plan; provided,
however, that if such a plan has a plan year different from the Plan Year, any
such contributions made to the Highly Compensated Employee's accounts under the
plan for the plan year ending with or within the same calendar year as the Plan
Year shall be treated as if such contributions were made to the Plan.
Notwithstanding the foregoing, such contributions shall not be treated as if
they were made to the Plan if regulations issued under Section 401(k) of the
Code do not permit such plan to be aggregated with the Plan.

If one or more plans of an Employer or Related Company are aggregated with the
Plan for purposes of satisfying the requirements of Section 401(a)(4) or 410(b)
of the Code, then actual deferral percentages under the Plan shall be calculated
as if the Plan and such one or more other plans were a single plan. For Plan
Years beginning after December 31, 1991, plans may be aggregated to satisfy
Section 401(k) of the Code only if they have the same plan year.

The Administrator shall maintain records sufficient to show that the limitation
contained in this Section was not exceeded with respect to any Plan Year and the
amount of the qualified


                                       22
<PAGE>

nonelective contributions taken into account in computing actual deferral
percentages for any Plan Year.

7.5      DISTRIBUTION OF EXCESS TAX-DEFERRED CONTRIBUTIONS

Notwithstanding any other provision of the Plan to the contrary, in the event
that the limitation contained in Section 7.4 is exceeded in any Plan Year, the
Tax-Deferred Contributions made with respect to a Highly Compensated Employee
that exceed the maximum amount permitted to be contributed to the Plan on his
behalf under Section 7.4, plus any income and minus any losses attributable
thereto, shall be distributed to the Highly Compensated Employee prior to the
end of the next succeeding Plan Year. If excess amounts are attributable to
Participants aggregated under the family aggregation rules described in Section
7.4, the excess shall be allocated among family members in proportion to the
Tax-Deferred Contributions made with respect to each family member. If such
excess amounts are distributed more than 2 1/2 months after the last day of the
Plan Year for which the excess occurred, an excise tax may be imposed under
Section 4979 of the Code on the Employer maintaining the Plan with respect to
such amounts.

The maximum amount permitted to be contributed to the Plan on a Highly
Compensated Employee's behalf under Section 7.4 shall be determined by reducing
Tax-Deferred Contributions made on behalf of Highly Compensated Employees in
order of their actual deferral percentages beginning with the highest of such
percentages. The determination of the amount of excess Tax-Deferred
Contributions shall be made after application of Section 7.3, if applicable.

If an amount of Tax-Deferred Contributions is distributed to a Participant in
accordance with this Section, matching contributions that are attributable
solely to the distributed Tax-Deferred Contributions, plus any income and minus
any losses attributable thereto, shall be forfeited by the Participant. Any such
forfeited amounts shall be treated as a forfeiture under the Plan in accordance
with the provisions of Article XIV as of the last day of the month in which the
distribution of Tax-Deferred Contributions pursuant to this Section occurs.

7.6      LIMITATION ON MATCHING CONTRIBUTIONS AND AFTER-TAX CONTRIBUTIONS OF
         HIGHLY COMPENSATED EMPLOYEES

Notwithstanding any other provision of the Plan to the contrary, the matching
contributions and After-Tax Contributions made with respect to a Plan Year by or
on behalf of eligible participants who are Highly Compensated Employees may not
result in an average contribution percentage for such eligible participants that
exceeds the greater of:

(a)      a percentage that is equal to 125 percent of the average contribution
         percentage for all other eligible participants; or

(b)      a percentage that is not more than 200 percent of the average
         contribution percentage for all other eligible participants and that is
         not more than two percentage points higher than the average
         contribution percentage for all other eligible participants.

For purposes of applying the limitation contained in this Section, the matching
contributions, After-Tax Contributions, qualified nonelective contributions and
Tax-Deferred Contributions (to the extent that such qualified nonelective
contributions and Tax-Deferred Contributions are taken


                                       23
<PAGE>

into account in computing contribution percentages), and test compensation of
any eligible participant who is a family member of another eligible participant
who is a five percent owner or among the ten Highly Compensated Employees
receiving the greatest test compensation for the Plan Year shall be aggregated
with the matching contributions, After-Tax Contributions, qualified nonelective
contributions, Tax-Deferred Contributions, and test compensation of such other
eligible participant, and such family member shall not be considered an eligible
participant for purposes of determining the average contribution percentage for
all other eligible participants.

In determining the contribution percentage for any eligible participant who is a
Highly Compensated Employee for the Plan Year, matching contributions, employee
contributions, qualified nonelective contributions, and elective contributions
(to the extent that qualified nonelective contributions and elective
contributions are taken into account in computing contribution percentages) made
to his accounts under any other plan of an Employer or a Related Company shall
be treated as if all such contributions were made to the Plan; provided,
however, that if such a plan has a plan year different from the Plan Year, any
such contributions made to the Highly Compensated Employee's accounts under the
plan for the plan year ending with or within the same calendar year as the Plan
Year shall be treated as if such contributions were made to the Plan.
Notwithstanding the foregoing, such contributions shall not be treated as if
they were made to the Plan if regulations issued under Section 401(m) of the
Code do not permit such plan to be aggregated with the Plan.

If one or more plans of an Employer or a Related Company are aggregated with the
Plan for purposes of satisfying the requirements of Section 401(a)(4) or 410(b)
of the Code, the contribution percentages under the Plan shall be calculated as
if the Plan and such one or more other plans were a single plan. Plans may be
aggregated to satisfy Section 401(m) of the Code only if they have the same plan
year.

The Administrator shall maintain records sufficient to show that the limitation
contained in this Section was not exceeded with respect to any Plan Year and the
amount of the elective contributions and qualified nonelective contributions
taken into account in computing contribution percentages for any Plan Year.

7.7      FORFEITURE OR DISTRIBUTION OF EXCESS CONTRIBUTIONS

Notwithstanding any other provision of the Plan to the contrary, in the event
that the limitation contained in Section 7.6 is exceeded in any Plan Year, the
matching contributions and After-Tax Contributions made by or on behalf of a
Highly Compensated Employee that exceed the maximum amount permitted to be
contributed to the Plan by or on behalf of such Highly Compensated Employee
under Section 7.6, plus any income and minus any losses attributable thereto,
shall be forfeited, to the extent forfeitable, or distributed to the Participant
prior to the end of the next succeeding Plan Year as hereinafter provided. If
excess amounts are attributable to Participants aggregated under the family
aggregation rules described in Section 7.5, the excess shall be allocated among
family members in proportion to the matching contributions and After-Tax
Contributions and qualified nonelective contributions (to the extent that
qualified nonelective contributions are taken into account in computing
contribution percentages) made with respect to each family member. If such
excess amounts are distributed more than 2 1/2


                                       24
<PAGE>

months after the last day of the Plan Year for which the excess occurred, an
excise tax may be imposed under Section 4979 of the Code on the Employer
maintaining the Plan with respect to such amounts.

The maximum amount permitted to be contributed to the Plan by or on behalf of a
Highly Compensated Employee under Section 7.6 shall be determined by reducing
matching contributions and After-Tax Contributions made by or on behalf of
Highly Compensated Employees in order of their contribution percentages
beginning with the highest of such percentages. The distribution or forfeiture
requirement of this Section shall be satisfied by reducing contributions made by
or on behalf of the Highly Compensated Employee to the extent necessary in the
following order:

         After-Tax Contributions made by the Highly Compensated Employee, if
         any, shall be distributed.

         Matching contributions attributable to Tax-Deferred Contributions shall
         be distributed or forfeited, as appropriate.

Any amounts forfeited with respect to a Participant pursuant to this Section
shall be treated as a forfeiture under the Plan in accordance with the
provisions of Article XIV as of the last day of the month in which the
distribution of contributions pursuant to this Section occurs. The amount of
excess After-Tax Contributions of a Participant shall in all cases be
distributable; the excess matching contributions shall be distributable to the
extent the Participant has a vested interest in his Employer Contributions
Sub-Account that is attributable to matching contributions. The determination of
the amount of excess matching contributions and After-Tax Contributions shall be
made after application of Section 7.3, if applicable, and after application of
Section 7.5, if applicable.

7.8      MULTIPLE USE LIMITATION

Notwithstanding any other provision of the Plan to the contrary, the following
multiple use limitation as required under Section 401(m) of the Code shall
apply: the sum of the average actual deferral percentage for Eligible Employees
who are Highly Compensated Employees and the average contribution percentage for
eligible participants who are Highly Compensated Employees may not exceed the
aggregate limit. In the event that, after satisfaction of Section 7.5 and
Section 7.7, it is determined that contributions under the Plan fail to satisfy
the multiple use limitation contained herein, the multiple use limitation shall
be satisfied by further reducing the actual deferral percentages of Eligible
Employees who are Highly Compensated Employees (beginning with the highest such
percentage) to the extent necessary to eliminate the excess, with such further
reductions to be treated as excess Tax-Deferred Contributions and disposed of as
provided in Section 7.5, or in an alternative manner, consistently applied, that
may be permitted by regulations issued under Section 401(m) of the Code.

7.9      DETERMINATION OF INCOME OR LOSS

The income or loss attributable to excess contributions that are distributed
pursuant to this Article shall be determined for the preceding Plan Year under
the method otherwise used for allocating income or loss to Participant's
Separate Accounts.


                                       25
<PAGE>

7.10     CODE SECTION 415 LIMITATIONS ON CREDITING OF CONTRIBUTIONS AND
         FORFEITURES

Notwithstanding any other provision of the Plan to the contrary, the annual
addition with respect to a Participant for a limitation year shall in no event
exceed the lesser of (i) $30,000 (adjusted as provided in Section 415(d) of the
Code, with the first adjustment being made for limitation years beginning on or
after January 1, 1996) or (ii) 25 percent of the Participant's compensation, as
defined in Section 415(c)(3) of the Code and regulations issued thereunder, for
the limitation year. If the annual addition to the Separate Account of a
Participant in any limitation year would otherwise exceed the amount that may be
applied for his benefit under the limitation contained in this Section, the
limitation shall be satisfied by reducing contributions made by or on behalf of
the Participant to the extent necessary in the following order:

         After-Tax Contributions made by the Participant for the limitation
         year, if any, shall be reduced.

         Tax-Deferred Contributions made on the Participant's behalf for the
         limitation year and the matching contributions attributable thereto, if
         any, shall be reduced pro rata.

         Employer Contributions (other than matching contributions and qualified
         nonelective contributions) otherwise allocable to the Participant's
         Separate Account for the limitation year shall be reduced.

         Qualified nonelective contributions made on the Participant's behalf
         for the limitation year shall be reduced.

The amount of any reduction of Tax-Deferred Contributions or After-Tax
Contributions (plus any income attributable thereto) shall be returned to the
Participant. The amount of any reduction of Employer Contributions shall be
deemed a forfeiture for the limitation year. Amounts deemed to be forfeitures
under this Section shall be held unallocated in a suspense account established
for the limitation year and shall be applied against the Employer's contribution
obligation for the next following limitation year (and succeeding limitation
years, as necessary). If a suspense account is in existence at any time during a
limitation year, all amounts in the suspense account must be allocated to
Participants' Separate Accounts (subject to the limitations contained herein)
before any further Tax-Deferred Contributions, Employer Contributions, or
After-Tax Contributions may be made to the Plan by or on behalf of Participants.
No suspense account established hereunder shall share in any increase or
decrease in the net worth of the Trust. For purposes of this Article, excesses
shall result only from the allocation of forfeitures, a reasonable error in
estimating a Participant's annual compensation (as defined in Section 415(c)(3)
of the Code and regulations issued thereunder), a reasonable error in
determining the amount of Tax-Deferred Contributions that may be made with
respect to any Participant under the limits of Section 415 of the Code, or other
limited facts and circumstances that justify the availability of the provisions
set forth above.

7.11     COVERAGE UNDER OTHER QUALIFIED DEFINED CONTRIBUTION PLAN

If a Participant is covered by any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and if the annual addition for the limitation year
would otherwise exceed the amount that may be


                                       26
<PAGE>

applied for the Participant's benefit under the limitation contained in Section
7.10, such excess shall be reduced first by returning the employee contributions
made by the Participant for the limitation year under all of the defined
contribution plans other than the Plan and the income attributable thereto to
the extent necessary. If the limitation contained in Section 7.10 is still not
satisfied after returning all of the employee contributions made by the
Participant under all such other plans, the excess shall be reduced by returning
the elective contributions made on the Participant's behalf for the limitation
year under all such other plans and the income attributable thereto to the
extent necessary on a pro rata basis among all of such plans. If the limitation
contained in Section 7.10 is still not satisfied after returning all of the
elective contributions made on the Participant's behalf under all such other
plans, the procedure set forth in Section 7.10 shall be invoked to eliminate any
such excess. If the limitation contained in Section 7.10 is still not satisfied
after invocation of the procedure set forth in Section 7.10, the portion of the
employer contributions and of forfeitures for the limitation year under all such
other plans that has been allocated to the Participant thereunder, but which
exceeds the limitation set forth in Section 7.10, shall be deemed a forfeiture
for the limitation year and shall be disposed of as provided in such other
plans; provided, however, that if the Participant is covered by a money purchase
pension plan, the forfeiture shall be effected first under any other defined
contribution plan that is not a money purchase pension plan and, if the
limitation is still not satisfied, then under such money purchase pension plan.

7.12     COVERAGE UNDER QUALIFIED DEFINED BENEFIT PLAN

If a Participant in the Plan is also covered by a qualified defined benefit plan
(whether or not terminated) maintained by an Employer or a Related Company, in
no event shall the sum of the defined benefit plan fraction (as defined in
Section 415(e)(2) of the Code) and the defined contribution plan fraction (as
defined in Section 415(e)(3) of the Code) exceed 1.0 in any limitation year. If,
before October 3, 1973, the Participant was an active participant in a qualified
defined benefit plan maintained by an Employer or a Related Company and
otherwise satisfies the requirements of Section 2004(d)(2) of ERISA, then for
purposes of applying this Section, the defined benefit plan fraction shall not
exceed 1.0. In the event the special limitation contained in this Section is
exceeded, the benefits otherwise payable to the Participant under any such
qualified defined benefit plan shall be reduced to the extent necessary to meet
such limitation.

7.13     SCOPE OF LIMITATIONS

The limitations contained in Sections 7.10, 7.11, and 7.12 shall be applicable
only with respect to benefits provided pursuant to defined contribution plans
and defined benefit plans described in Section 415(k) of the Code.


                                       27
<PAGE>

                                  ARTICLE VIII
                        TRUST FUNDS AND SEPARATE ACCOUNTS

8.1      GENERAL FUND

The Trustee shall maintain a General Fund as required to hold and administer any
assets of the Trust that are not allocated among the separate Investment Funds
as provided in the Plan or the Trust Agreement. The General Fund shall be held
and administered as a separate common trust fund. The interest of each
Participant or Beneficiary under the Plan in the General Fund shall be an
undivided interest. The General Fund may be invested in whole or in part in
equity securities issued by an Employer or a Related Company that are publicly
traded and are "qualifying employer securities" as defined in Section 407(d)(5)
of ERISA.

8.2      INVESTMENT FUNDS

The Sponsor shall determine the number and type of Investment Funds. The Sponsor
shall communicate the same and any changes therein in writing to the
Administrator and the Trustee. Each Investment Fund shall be held and
administered as a separate common trust fund. The interest of each Participant
or Beneficiary under the Plan in any Investment Fund shall be an undivided
interest.

The Sponsor may determine to offer one or more Investment Funds that are
invested in whole or in part in equity securities issued by an Employer or a
Related Company that are publicly traded and are "qualifying employer
securities" as defined in Section 407(d)(5) of ERISA.

8.3      INCOME ON TRUST

Any dividends, interest, distributions, or other income received by the Trustee
with respect to any Trust Fund maintained hereunder shall be allocated by the
Trustee to the Trust Fund for which the income was received.

8.4      SEPARATE ACCOUNTS

As of the first date a contribution is made by or on behalf of an Employee,
there shall be established a Separate Account in his name reflecting his
interest in the Trust. Each Separate Account shall be maintained and
administered for each Participant and Beneficiary in accordance with the
provisions of the Plan. The balance of each Separate Account shall be the
balance of the account after all credits and charges thereto, for and as of such
date, have been made as provided herein.

8.5      SUB-ACCOUNTS

A Participant's Separate Account shall be divided into individual Sub-Accounts
reflecting the portion of the Participant's Separate Account that is derived
from Tax-Deferred Contributions, After-Tax Contributions, Rollover
Contributions, or Employer Contributions. Each Sub-Account shall reflect
separately contributions allocated to each Trust Fund maintained hereunder and
the earnings and losses attributable thereto. The Employer Contributions
Sub-Account shall reflect separately that portion of such Sub-Account that is
derived from Employer Contributions


                                       28
<PAGE>

that may be taken into account to satisfy the limitations on contributions for
Highly Compensated Employees contained in Article VII. Such other Sub-Accounts
may be established as are necessary or appropriate to reflect a Participant's
interest in the Trust.


                                       29
<PAGE>

                                   ARTICLE IX
                            LIFE INSURANCE CONTRACTS

9.1      NO LIFE INSURANCE CONTRACTS

There shall be no life insurance contracts purchased under the Plan.


                                       30
<PAGE>

                                    ARTICLE X
                     DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1     FUTURE CONTRIBUTION INVESTMENT ELECTIONS

Each Eligible Employee shall make an investment election in the manner and form
prescribed by the Administrator directing the manner in which his Tax-Deferred
Contributions, After-Tax Contributions, Rollover Contributions, and Employer
Contributions shall be invested. An Eligible Employee's investment election
shall specify the percentage, in the percentage increments prescribed by the
Administrator, of such contributions that shall be allocated to one or more of
the Investment Funds with the sum of such percentages equaling 100 percent. The
investment election by a Participant shall remain in effect until his entire
interest under the Plan is distributed or forfeited in accordance with the
provisions of the Plan or until he files a change of investment election with
the Administrator, in such form as the Administrator shall prescribe. A
Participant's change of investment election may be made effective as of the date
or dates prescribed by the Administrator.

10.2     DEPOSIT OF CONTRIBUTIONS

All Tax-Deferred Contributions, After-Tax Contributions, Rollover Contributions,
and Employer Contributions shall be deposited in the Trust and allocated among
the Investment Funds in accordance with the Participant's currently effective
investment election; provided, however, that any contributions made to the Plan
in qualifying employer securities shall be allocated to the Employer securities
Investment Fund established by the Sponsor, pending directions to the
Administrator regarding their future investment. If no investment election is on
file with the Administrator at the time contributions are to be deposited to a
Participant's Separate Account, the Participant shall be notified and an
investment election form shall be provided to him. Until such Participant shall
make an effective election under this Section, his contributions shall be
allocated among the Investment Funds as directed by the Administrator.

10.3     ELECTION TO TRANSFER BETWEEN FUNDS

A Participant may elect to transfer investments from any Investment Fund to any
other Investment Fund. The Participant's transfer election shall specify either
(i) a percentage, in the percentage increments prescribed by the Administrator,
of the amount eligible for transfer, which percentage may not exceed 100
percent, or (ii) a dollar amount that is to be transferred. Subject to any
restrictions pertaining to a particular Investment Fund, a Participant's
transfer election may be made effective as of the date or dates prescribed by
the Administrator.


                                       31
<PAGE>

                                   ARTICLE XI
                     CREDITING AND VALUING SEPARATE ACCOUNTS

11.1     CREDITING SEPARATE ACCOUNTS

All contributions made under the provisions of the Plan shall be credited to
Separate Accounts in the Trust Funds by the Trustee, in accordance with
procedures established in writing by the Administrator, either when received or
on the succeeding Valuation Date after valuation of the Trust Fund has been
completed for such Valuation Date as provided in Section 11.2, as shall be
determined by the Administrator.

11.2     VALUING SEPARATE ACCOUNTS

Separate Accounts in the Trust Funds shall be valued by the Trustee on the
Valuation Date, in accordance with procedures established in writing by the
Administrator, either in the manner adopted by the Trustee and approved by the
Administrator or in the manner set forth in Section 11.3 as Plan valuation
procedures, as determined by the Administrator.

11.3     PLAN VALUATION PROCEDURES

With respect to the Trust Funds, the Administrator may determine that the
following valuation procedures shall be applied. As of each Valuation Date
hereunder, the portion of any Separate Accounts in a Trust Fund shall be
adjusted to reflect any increase or decrease in the value of the Trust Fund for
the period of time occurring since the immediately preceding Valuation Date for
the Trust Fund (the "valuation period") in the following manner:

(a)      First, the value of the Trust Fund shall be determined by valuing all
         of the assets of the Trust Fund at fair market value.

(b)      Next, the net increase or decrease in the value of the Trust Fund
         attributable to net income and all profits and losses, realized and
         unrealized, during the valuation period shall be determined on the
         basis of the valuation under paragraph (a) taking into account
         appropriate adjustments for contributions, loan payments, and transfers
         to and distributions, withdrawals, loans, and transfers from such Trust
         Fund during the valuation period.

(c)      Finally, the net increase or decrease in the value of the Trust Fund
         shall be allocated among Separate Accounts in the Trust Fund in the
         ratio of the balance of the portion of such Separate Account in the
         Trust Fund as of the preceding Valuation Date less any distributions,
         withdrawals, loans, and transfers from such Separate Account balance in
         the Trust Fund since the Valuation Date to the aggregate balances of
         the portions of all Separate Accounts in the Trust Fund similarly
         adjusted, and each Separate Account in the Trust Fund shall be credited
         or charged with the amount of its allocated share. Notwithstanding the
         foregoing, the Administrator may adopt such accounting procedures as it
         considers appropriate and equitable to establish a proportionate
         crediting of net increase or decrease in the value of the Trust Fund
         for contributions, loan payments, and transfers to and distributions,
         withdrawals, loans, and transfers from such Trust Fund made by or on
         behalf of a Participant during the valuation period.


                                       32
<PAGE>

11.4     FINALITY OF DETERMINATIONS

The Trustee shall have exclusive responsibility for determining the balance of
each Separate Account maintained hereunder. The Trustee's determinations thereof
shall be conclusive upon all interested parties.

11.5     NOTIFICATION

Within a reasonable period of time after the end of each Plan Year, the
Administrator shall notify each Participant and Beneficiary of the balances of
his Separate Account and Sub-Accounts as of a Valuation Date during the Plan
Year.


                                       33
<PAGE>

                                   ARTICLE XII
                                      LOANS

12.1     PARTICIPANT LOANS

This Section 12.1 specifically authorizes the Administrator to make loans on a
nondiscriminatory basis to a Participant or to a Beneficiary in accordance with
a loan policy to be adopted by the Administrator, provided: (1) loans are
available to all Participants and Beneficiaries on a reasonably equivalent basis
and are not available in a greater amount for Highly Compensated Employees than
for other Employees; (2) any loan is adequately secured and bears a reasonable
rate of interest; (3) the loan provides for repayment within a specified time;
(4) the amount of the loan does not exceed (at the time the Plan extends the
loan) the vested portion of the value of the Participant's Separate Account; and
(5) the loan otherwise conforms to the exemption provided by Code Section
4975(d)(1). This Section 12.1 does not impose any restrictions on the class of
Participants eligible for a loan from the Plan.


                                       34
<PAGE>

                                  ARTICLE XIII
                           WITHDRAWALS WHILE EMPLOYED

13.1     WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS

A Participant who is employed by an Employer or a Related Company may elect in
writing, subject to the limitations and conditions prescribed in this Article,
to make a cash withdrawal from his After-Tax Contributions Sub-Account.

13.2     WITHDRAWALS OF ROLLOVER CONTRIBUTIONS

A Participant who is employed by an Employer or a Related Company and has
attained age 59 1/2 or is determined by the Administrator to have incurred a
hardship as defined in this Article may elect in writing, subject to the
limitations and conditions prescribed in this Article, to make a cash withdrawal
from his Rollover Contributions Sub-Account.

13.3     WITHDRAWALS OF EMPLOYER CONTRIBUTIONS

A Participant who is employed by an Employer or a Related Company and has
attained age 59 1/2 may elect in writing, subject to the limitations and
conditions prescribed in this Article to make a cash withdrawal from his vested
interest in his Employer Contributions Sub-Account. The maximum amount that a
Participant may withdraw pursuant to this Section shall be an amount ("X")
determined by the following formula:

         X = P (AB + D) - D

         For purposes of the formula:

         P   =    The Participant's vested interest in his Employer
                  Contributions Sub-Account on the date distribution is to be
                  made.

         AB  =    The balance of the Participant's Employer Contributions
                  Sub-Account as of the Valuation Date immediately preceding the
                  date distribution is to be made.

         D   =    The amount of all prior withdrawals from the Participant's
                  Employer Contributions Sub-Account made pursuant to this
                  Section.

13.4     WITHDRAWALS OF TAX-DEFERRED CONTRIBUTIONS

A Participant who is employed by an Employer or a Related Company and who has
attained age 59 1/2 or is determined by the Administrator to have incurred a
hardship as defined in this Article may elect in writing, subject to the
limitations and conditions prescribed in this Article, to make a cash withdrawal
from his Tax-Deferred Contributions Sub-Account. The maximum amount that a
Participant may withdraw pursuant to this Section because of a hardship is the
balance of his Tax-Deferred Contributions Sub-Account, exclusive of any earnings
credited to such Sub-Account.


                                       35
<PAGE>

13.5     LIMITATIONS ON WITHDRAWALS OTHER THAN HARDSHIP WITHDRAWALS

Withdrawals made pursuant to this Article, other than hardship withdrawals,
shall be subject to the following conditions and limitations:

         A Participant must file a written withdrawal application with the
         Administrator such number of days prior to the date as of which it is
         to be effective as the Administrator shall prescribe.

         Withdrawals may be made effective as soon as reasonably practicable
         following the Administrator's receipt of the Participant's directions.

         A Participant who makes a withdrawal from his After-Tax Contributions
         Sub-Account may not make a further withdrawal of After-Tax
         Contributions under this Article during the remainder of the Plan Year
         in which the withdrawal is effective if such withdrawal was made prior
         to the date such Participant attained age 59 1/2.

13.6     CONDITIONS AND LIMITATIONS ON HARDSHIP WITHDRAWALS

A Participant must file a written application for a hardship withdrawal with the
Administrator such number of days prior to the date as of which it is to be
effective as the Administrator may prescribe. Hardship withdrawals may be made
effective as soon as reasonably practicable following the Administrator's
receipt of the Participant's directions. The Administrator shall grant a
hardship withdrawal only if it determines that the withdrawal is necessary to
meet an immediate and heavy financial need of the Participant. An immediate and
heavy financial need of the Participant means a financial need on account of:

(a)      expenses previously incurred by or necessary to obtain for the
         Participant, the Participant's spouse, or any dependent of the
         Participant (as defined in Section 152 of the Code) medical care
         described in Section 213(d) of the Code;

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

(c)      payment of tuition, related educational fees, and room and board
         expenses for the next 12 months of post-secondary education for the
         Participant, the Participant's spouse, or any dependent of the
         Participant; or

(d)      the need to prevent the eviction of the Participant from his principal
         residence or foreclosure on the mortgage of the Participant's principal
         residence.

A withdrawal shall be deemed to be necessary to satisfy an immediate and heavy
financial need of a Participant only if all of the following requirements are
satisfied:

         The withdrawal is not in excess of the amount of the immediate and
         heavy financial need of the Participant.


                                       36
<PAGE>

         The Participant has obtained all distributions, other than hardship
         distributions, and all non-taxable loans currently available under all
         plans maintained by an Employer or any Related Company.

         The Participant's Tax-Deferred Contributions and After-Tax
         Contributions and the Participant's elective tax-deferred contributions
         and employee after-tax contributions under all other tax-qualified
         plans maintained by an Employer or any Related Company shall be
         suspended for at least twelve months after his receipt of the
         withdrawal.

         The Participant shall not make Tax-Deferred Contributions or elective
         tax-deferred contributions under any other tax-qualified plan
         maintained by an Employer or any Related Company for the Participant's
         taxable year immediately following the taxable year of the withdrawal
         in excess of the applicable limit under Section 402(g) of the Code for
         such next taxable year less the amount of the Participant's
         Tax-Deferred Contributions and elective tax-deferred contributions
         under any other plan maintained by an Employer or any Related Company
         for the taxable year of the withdrawal.

The minimum hardship withdrawal that a Participant may make is $1,000. The
amount of hardship withdrawal may include any amounts necessary to pay any
Federal, state, or local income taxes or penalties reasonably anticipated to
result from the distribution. A Participant shall not fail to be treated as an
Eligible Employee for purposes of applying the limitations contained in Article
VII of the Plan merely because his Tax-Deferred Contributions are suspended in
accordance with this Section.

13.7     ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB-ACCOUNTS

Distribution of a withdrawal amount shall be made from a Participant's
Sub-Accounts, to the extent necessary, in the order prescribed by the
Administrator, which order shall be uniform with respect to all Participants and
non-discriminatory. If the Sub-Account from which a Participant is receiving a
withdrawal is invested in more than one Investment Fund, the withdrawal shall be
charged against the Investment Funds as directed by the Administrator.


                                       37
<PAGE>

                                   ARTICLE XIV
                  TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1     TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

A Participant's Settlement Date shall occur on the date he terminates employment
with an Employer and all Related Companies because of death, disability,
retirement, or other termination of employment. Written notice of a
Participant's Settlement Date shall be given by the Administrator to the
Trustee.

14.2     SEPARATE ACCOUNTING FOR NON-VESTED AMOUNTS

If as of a Participant's Settlement Date the Participant's vested interest in
his Employer Contributions Sub-Account is less than 100 percent, that portion of
his Employer Contributions Sub-Account that is not vested shall be accounted for
separately from the vested portion and shall be disposed of as provided in the
following Section. If prior to his Settlement Date such a Participant made a
withdrawal in accordance with the provisions of Article XIII, the vested portion
of his Employer Contributions Sub-Account shall be equal to the maximum
withdrawable amount as determined under Article XIII, without regard to any
exclusion for amounts attributable to Employer Contributions that may be taken
into account to satisfy the limitations on contributions for Highly Compensated
Employees contained in Article VII.

14.3     DISPOSITION OF NON-VESTED AMOUNTS

That portion of a Participant's Employer Contributions Sub-Account that is not
vested upon the occurrence of his Settlement Date shall be disposed of as
follows:

(a)      If the Participant has no vested interest in his Separate Account upon
         the occurrence of his Settlement Date or his vested interest in his
         Separate Account as of the date of distribution does not exceed $3,500
         resulting in the Participant's receipt of a single sum payment of such
         vested interest, the non-vested balance remaining in the Participant's
         Employer Contributions Sub-Account will be forfeited and his Separate
         Account closed as of (i) the Participant's Settlement Date, if the
         Participant has no vested interest in his Separate Account, or (ii) the
         date the single sum payment occurs.

(b)      If the Participant's vested interest in his Separate Account
         exceeds $3,500 and the Participant is eligible for and consents in
         writing to a single sum payment of his vested interest in his Separate
         Account, the non-vested balance remaining in the Participant's Employer
         Contributions Sub-Account will he forfeited and his Separate Account
         closed as of the date the single sum payment occurs, provided that such
         distribution occurs prior to the end of the second Plan Year beginning
         on or after the Participant's Settlement Date.

(c)      If neither paragraph (a) nor paragraph (b) is applicable, the
         non-vested portion of the Participant's Employer Contributions
         Sub-Account will continue to be held in such Sub-Account and will not
         be forfeited until the end of the five-year period beginning on his
         Settlement Date.


                                       38
<PAGE>

Whenever the non-vested portion of a Participant's Employer Contributions
Sub-Account is forfeited under the provisions of the Plan with respect to a Plan
Year, the amount of such forfeiture, as of the last day of the Plan Year, shall
be applied first against Plan expenses for the Plan Year and then against the
Employer Contribution obligations for the Plan Year of the Employer for which
the Participant last performed services as an Employee. Notwithstanding the
foregoing, however, should the amount of all such forfeitures for any Plan Year
with respect to any Employer exceed the amount of such Employer's Employer
Contribution obligation for the Plan Year, the excess amount of such forfeitures
shall be held unallocated in a suspense account established with respect to the
Employer and shall for all Plan purposes be applied against the Employer's
Employer Contribution obligations for the following Plan Year.

14.4     RECREDITING OF FORFEITED AMOUNTS

A former Participant who forfeited the non-vested portion of his Employer
Contributions Sub-Account in accordance with the provisions of this Article and
who is reemployed by an Employer or a Related Company shall have such forfeited
amounts recredited to a new Separate Account in his name, without adjustment for
interim gains or losses experienced by the Trust, if:

(a)      he returns to employment with an Employer or a Related Company before
         the end of the five-year period beginning on the later of his
         Settlement Date or the date he received distribution of his vested
         interest in his Separate Account;

(b)      he resumes employment covered under the Plan before the end of the
         five-year period beginning on the date he is reemployed; and

(c)      if he received distribution of his vested interest in his Separate
         Account, he repays to the Plan the full amount of such distribution
         before the end of the five-year period beginning on the date he is
         reemployed.

Funds needed in any Plan Year to recredit the Separate Account of a
Participant with the amounts of prior forfeitures in accordance with the
preceding sentence shall come first from forfeitures that arise during such Plan
Year, and then from Trust income earned in such Plan Year, with each Trust Fund
being charged with the amount of such income proportionately, unless his
Employer chooses to make an additional Employer Contribution, and shall finally
be provided by his Employer by way of a separate Employer Contribution.


                                       39
<PAGE>

                                   ARTICLE XV
                                  DISTRIBUTIONS

15.1     DISTRIBUTIONS TO PARTICIPANTS

A Participant whose Settlement Date occurs shall receive distribution of his
vested interest in his Separate Account in the form provided under Article XVI
beginning as soon as reasonably practicable following his Settlement Date or the
date his application for distribution is filed with the Administrator, if later.
In addition, a Participant who continues in employment with an Employer or a
Related Company after his Normal Retirement Date may elect to receive
distribution of all or any portion of his Separate Account in the form provided
under Article XVI at any time following his Normal Retirement Date.

15.2     DISTRIBUTIONS TO BENEFICIARIES

If a Participant dies prior to the date distribution of his vested interest in
his Separate Account begins under this Article, his Beneficiary shall receive
distribution of the Participant's vested interest in his Separate Account in the
form provided under Article XVI beginning as soon as reasonably practicable
following the date the Beneficiary's application for distribution is filed with
the Administrator. Unless distribution is to be made over the life or over a
period certain not greater than the life expectancy of the Beneficiary,
distribution of the Participant's entire vested interest shall be made to the
Beneficiary no later than the end of the fifth calendar year beginning after the
Participant's death. If distribution is to be made over the life or over a
period certain no greater than the life expectancy of the Beneficiary,
distribution shall commence no later than:

(a)      If the Beneficiary is not the Participant's spouse, the end of the
         first calendar year beginning after the Participant's death; or

(b)      If the Beneficiary is the Participant's spouse, the later of (i) the
         end of the first calendar year beginning after the Participant's death
         or (ii) the end of the calendar year in which the Participant would
         have attained age 70 1/2.

If distribution is to be made to a Participant's spouse, it shall be made
available within a reasonable period of time after the Participant's death that
is no less favorable than the period of time applicable to other distributions.
If a Participant dies after the date distribution of his vested interest in his
Separate Account begins under this Article, but before his entire vested
interest in his Separate Account is distributed, his Beneficiary shall
receive distribution of the remainder of the Participant's vested interest in
his Separate Account beginning as soon as reasonably practicable following the
Participant's date of death in a form that provides for distribution at least as
rapidly as under the form in which the Participant was receiving distribution.

15.3     CASH OUTS AND PARTICIPANT CONSENT

Notwithstanding any other provision of the Plan to the contrary, if a
Participant's vested interest in his Separate Account does not exceed $3,500,
distribution of such vested interest shall be made to the Participant in a
single sum payment as soon as reasonably practicable following his


                                       40
<PAGE>

Settlement Date. If a Participant's vested interest in his Separate Account is
$0, he shall be deemed to have received distribution of such vested interest as
of his Settlement Date. If a Participant's vested interest in his Separate
Account exceeds $3,500, distribution shall not commence to such Participant
prior to his Normal Retirement Date without the Participant's written consent.
If at the time of a distribution or deemed distribution to a Participant from
his Separate Account, the Participant's vested interest in his Separate Account
exceeded $3,500, then for purposes of this Section, the Participant's vested
interest in his Separate Account on any subsequent date shall be deemed to
exceed $3,500.

15.4     REQUIRED COMMENCEMENT OF DISTRIBUTION

Notwithstanding any other provision of the Plan to the contrary, distribution of
a Participant's vested interest in his Separate Account shall commence to the
Participant no later than the earlier of:

(a)      60 days after the close of the Plan Year in which (i) the Participant's
         Normal Retirement Date occurs, (ii) the 10th anniversary of the year in
         which he commenced participation in the Plan occurs, or (iii) his
         Settlement Date occurs, whichever is latest; or

(b)      the April 1 following the close of the calendar year in which he
         attains age 70 1/2, whether or not his Settlement Date has occurred,
         except that if a Participant attained age 70 1/2 prior to January 1,
         1988, and was not a five-percent owner (as defined in Section 416 of
         the Code) at any time during the five-Plan-Year period ending within
         the calendar year in which he attained age 70 1/2, distribution of such
         Participant's vested interest in his Separate Account shall commence no
         later than the April 1 following the close of the calendar year in
         which he attains age 70 1/2 or retires, whichever is later.

Distributions required to commence under this Section shall be made in the
form provided under Article XVI and in accordance with Section 401(a)(9) of the
Code and regulations issued thereunder, including the minimum distribution
incidental benefit requirements.

15.5     REEMPLOYMENT OF A PARTICIPANT

If a Participant whose Settlement Date has occurred is reemployed by an Employer
or a Related Company, he shall lose his right to any distribution or further
distributions from the Trust arising from his prior Settlement Date and his
interest in the Trust shall thereafter be treated in the same manner as that of
any other Participant whose Settlement Date has not occurred.

15.6     RESTRICTIONS ON ALIENATION

Except as provided in Section 401(a)(13) of the Code relating to qualified
domestic relations orders and Section 1.401(a) -13(b)(2) of Treasury regulations
relating to Federal tax levies and judgments, no benefit under the Plan at any
time shall be subject in any manner to anticipation, alienation, assignment
(either at law or in equity), encumbrance, garnishment, levy, execution, or
other legal or equitable process; and no person shall have power in any manner
to anticipate, transfer, assign (either at law or in equity), alienate or
subject to attachment, garnishment, levy, execution, or other legal or equitable
process, or in any way encumber his benefits under the Plan, or any part
thereof, and any attempt to do so shall be void.


                                       41
<PAGE>

15.7     FACILITY OF PAYMENT

If the Administrator finds that any individual to whom an amount is payable
hereunder is incapable of attending to his financial affairs because of any
mental or physical condition, including the infirmities of advanced age, such
amount (unless prior claim therefor shall have been made by a duly qualified
guardian or other legal representative) may, in the discretion of the
Administrator, be paid to another person for the use or benefit of the
individual found incapable of attending to his financial affairs or in
satisfaction of legal obligations incurred by or on behalf of such individual.
The Trustee shall make such payment only upon receipt of written instructions to
such effect from the Administrator. Any such payment shall be charged to the
Separate Account from which any such payment would otherwise have been paid to
the individual found incapable of attending to his financial affairs and shall
be a complete discharge of any liability therefor under the Plan.

15.8     INABILITY TO LOCATE PAYEE

If any benefit becomes payable to any person, or to the executor or
administrator of any deceased person, and if that person or his executor or
administrator does not present himself to the Administrator within a reasonable
period after the Administrator mails written notice of his eligibility to
receive a distribution hereunder to his last known address and makes such other
diligent effort to locate the person as the Administrator determines, that
benefit will be forfeited. However, if the payee later files a claim for that
benefit, the benefit will be restored.

15.9     DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS

Notwithstanding any other provision of the Plan to the contrary, if a qualified
domestic relations order so provides, distribution may be made to an alternate
payee pursuant to a qualified domestic relations order, as defined in Section
414(p) of the Code, regardless of whether the Participant's Settlement Date has
occurred or whether the Participant is otherwise entitled to receive a
distribution under the Plan.


                                       42
<PAGE>

                                   ARTICLE XVI
                                 FORM OF PAYMENT

16.1     NORMAL FORM OF PAYMENT

Unless the Participant, or his Beneficiary, if the Participant had died, elects
the optional form of payment, distribution shall be made to the Participant, or
his Beneficiary, as the case may be, in a single sum payment. Distribution of
the fair market value of the Participant's Separate Account under either the
normal or optional forms of payment shall be made in cash or in kind, as elected
by the Participant.

16.2     OPTIONAL FORM OF PAYMENT

A Participant, or his Beneficiary, as the case may be, may elect to receive
distribution in a series of installments over a period not exceeding the life
expectancy of the Participant, or the Participant's Beneficiary, if the
Participant has died, or a period not exceeding the joint life and last survivor
expectancy of the Participant and his Beneficiary. Each installment shall be
equal in amount except as necessary to adjust for any changes in the value of
the Participant's Separate Account. The determination of life expectancies shall
be made on the basis of the expected return multiples in Table V and VI of
Section 1.72-9 of the Treasury regulations and shall be calculated either once
at the time installment payments begin or annually for the Participant and/or
his Beneficiary, if his Beneficiary is his spouse, as determined by the
Participant at the time installment payments begin. Notwithstanding any other
provision of this Section to the contrary, a Participant may elect to receive
distribution of his Separate Account for periods prior to the April 1 following
the close of the calendar year in which he attains age 70 1/2 in a series of
installments made pursuant to any formula elected by the Participant, without
regard to the life expectancies of the Participant and his Beneficiary.

16.3     CHANGE OF OPTION ELECTION

A Participant or Beneficiary who has elected the optional form of payment may
revoke or change his election at any time prior to the date as of which his
benefit commences by filing with the Administrator a written election in the
form prescribed by the Administrator.

16.4     DIRECT ROLLOVER

Notwithstanding any other provision of the Plan to the contrary, in lieu of
receiving distribution in the form of payment provided under this Article, a
"qualified distributee" may elect in writing, in accordance with rules
prescribed by the Administrator, to have any portion of all of a distribution
made on or after January 1, 1993, that is an "eligible rollover distribution"
paid directly by the Plan to the "eligible retirement plan" designated by the
"qualified distributee"; provided, however, that this provision shall not apply
if the total distribution is less than $200 and that a "qualified distributee"
may not elect this provision with respect to a portion of a distribution that is
less than $500. Any such payment by the Plan to another "eligible retirement
plan" shall be a direct rollover. For purposes of this Section, the following
terms have the following meanings:


                                       43
<PAGE>

(a)      An "eligible retirement plan" means an individual retirement account
         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 that accepts rollovers; provided,
         however, that, in the case of a direct rollover by a surviving spouse,
         an eligible retirement plan does not include a qualified trust
         described in Section 401(a) of the Code.

(b)      An "eligible rollover distribution" means any distribution of all or
         any portion of the balance of a Participant's Separate Account;
         provided, however, that an eligible rollover distribution does not
         include: any distribution that is one of a series of substantially
         equal periodic payments made not less frequently than annually for the
         life or life expectancy of the qualified distributee or the joint lives
         or joint life expectancies of the qualified distributee and the
         qualified distributee's designated beneficiary, or for a specified
         period of ten years or more; any distribution to the extent such
         distribution is required under Section 401(a)(9) of the Code; and the
         portion of any distribution that consists of the Participant's
         After-Tax Contributions.

(c)      A "qualified distributee" means a Participant, his surviving spouse, or
         his spouse or former spouse who is an alternate payee under a qualified
         domestic relations order, as defined in Section 414(p) of the Code.

16.5     NOTICE REGARDING FORMS OF PAYMENT

Within the 60 day period ending 30 days before the date as of which distribution
of a Participant's Separate Account commences, the Administrator shall provide
the Participant with a written explanation of his right to defer distribution
until his Normal Retirement Date, or such later date as may be provided in the
Plan, his right to make a direct rollover, and the forms of payment available
under the Plan. Distribution of the Participant's Separate Account may
commence less than 30 days after such notice is provided to the Participant if
(i) the Administrator clearly informs the Participant of his right to consider
his election of whether or not to make a direct rollover or to receive a
distribution prior to his Normal Retirement Date and his election of a form of
payment for a period of at least 30 days following his receipt of the notice and
(ii) the Participant, after receiving the notice, affirmatively elects an early
distribution.

16.6     REEMPLOYMENT

If a Participant is reemployed by an Employer or a Related Company prior to
receiving distribution of the entire balance of his vested interest in his
Separate Account, his prior election of a form of payment hereunder shall become
ineffective.

16.7     DISTRIBUTION IN THE FORM OF EMPLOYER STOCK

Notwithstanding any other provision of the Plan to the contrary, a Participant
may elect to receive distribution of the fair market value of his Separate
Account in the form of Employer stock.


                                       44
<PAGE>

                                  ARTICLE XVII
                                  BENEFICIARIES

17.1     DESIGNATION OF BENEFICIARY

A married Participant's Beneficiary shall be his spouse, unless the Participant
designates a person or persons other than his spouse as Beneficiary with his
spouse's written consent. A Participant may designate a Beneficiary on the form
prescribed by the Administrator. If no Beneficiary has been designated pursuant
to the provisions of this Section, or if no Beneficiary survives the Participant
and he has no surviving spouse, then the Beneficiary under the Plan shall be the
Participant's estate. If a Beneficiary dies after becoming entitled to receive a
distribution under the Plan but before distribution is made to him in full, and
if no other Beneficiary has been designated to receive the balance of the
distribution in that event, the estate of the deceased Beneficiary shall be the
Beneficiary as to the balance of the distribution.

17.2     SPOUSAL CONSENT REQUIREMENTS

Any written spousal consent given pursuant to this Article must acknowledge the
effect of the action taken and must be witnessed by a Plan representative or a
notary public. In addition, the spouse's written consent must either (i) specify
any non-spouse Beneficiary designated by the Participant and that such
Beneficiary may not be changed without written spousal consent or (ii)
acknowledge that the spouse has the right to limit consent to a specific
Beneficiary, but permit the Participant to change the designated Beneficiary
without the spouse's further consent. A Participant's spouse will be deemed to
have given written consent to the Participant's designation of Beneficiary if
the Participant establishes to the satisfaction of a Plan representative that
such consent cannot be obtained because the spouse cannot be located or because
of other circumstances set forth in Section 401(a)(11) of the Code and
regulations issued thereunder. Any written consent given or deemed to have been
given by a Participant's spouse hereunder shall be valid only with respect to
the spouse who signs the consent.


                                       45
<PAGE>

                                 ARTICLE XVIII
                                 ADMINISTRATION

18.1     AUTHORITY OF THE SPONSOR

The Sponsor, which shall be the administrator for purposes of ERISA and the plan
administrator for purposes of the Code, shall be responsible for the
administration of the Plan and, in addition to the powers and authorities
expressly conferred upon it in the Plan, shall have all such powers and
authorities as may be necessary to carry out the provisions of the Plan,
including the power and authority to interpret and construe the provisions of
the Plan, to make benefit determinations, and to resolve any disputes which
arise under the Plan. The Sponsor may employ such attorneys, agents, and
accountants as it may deem necessary or advisable to assist in carrying out its
duties hereunder. The Sponsor shall be a "named fiduciary" as that term is
defined in Section 402(a)(2) of ERISA. The Sponsor may:

(a)      allocate any of the powers, authority, or responsibilities for the
         operation and administration of the Plan (other than trustee
         responsibilities as defined in Section 405(c)(3) of ERISA) among named
         fiduciaries; and

(b)      designate a person or persons other than a named fiduciary to carry out
         any of such powers, authority, or responsibilities;

except that no allocation by the Sponsor of, or designation by the Sponsor with
respect to, any of such powers, authority, or responsibilities to another named
fiduciary or a person other than a named fiduciary shall become effective unless
such allocation or designation shall first be accepted by such named fiduciary
or other person in a writing signed by it and delivered to the Sponsor.

18.2     ACTION OF THE SPONSOR

Any act authorized, permitted, or required to be taken under the Plan by the
Sponsor and which has not been delegated in accordance with Section 18.1, may be
taken by a majority of the members of the board of directors of the Sponsor,
either by vote at a meeting, or in writing without a meeting, or by the employee
or employees of the Sponsor designated by the board of directors to carry out
such acts on behalf of the Sponsor. All notices, advice, directions,
certifications, approvals, and instructions required or authorized to be given
by the Sponsor as under the Plan shall be in writing and signed by either (i) a
majority of the members of the board of directors of the Sponsor or by such
member or members as may be designated by an instrument in writing, signed by
all the members thereof, as having authority to execute such documents on its
behalf, or (ii) the employee or employees authorized to act for the Sponsor in
accordance with the provisions of this Section.

18.3     CLAIMS REVIEW PROCEDURE

Whenever a claim for benefits under the Plan filed by any person (herein
referred to as the "Claimant") is denied, whether in whole or in part, the
Sponsor shall transmit a written notice of such decision to the Claimant within
90 days of the date the claim was filed or, if special circumstances require an
extension, within 180 days of such date, which notice shall be written


                                       46
<PAGE>
in a manner calculated to be understood by the Claimant and shall contain a
statement of (i) the specific reasons for the denial of the claim, (ii) specific
reference to pertinent Plan provisions on which the denial is based, and (iii) a
description of any additional material or information necessary for the Claimant
to perfect the claim and an explanation of why such information is necessary.
The notice shall also include a statement advising the Claimant that, within 60
days of the date on which he receives such notice, he may obtain review of such
decision in accordance with the procedures hereinafter set forth. Within such
60-day period, the Claimant or his authorized representative may request that
the claim denial be reviewed by filing with the Sponsor a written request
therefor, which request shall contain the following information:

(a)      the date on which the Claimant's request was filed with the Sponsor;
         provided, however, that the date on which the Claimant's request for
         review was in fact filed with the Sponsor shall control in the event
         that the date of the actual filing is later than the date stated by the
         Claimant pursuant to this paragraph;

(b)      the specific portions of the denial of his claim which the Claimant
         requests the Sponsor to review;

(c)      a statement by the Claimant setting forth the basis upon which he
         believes the Sponsor should reverse the previous denial of his claim
         for benefits and accept his claim as made; and

(d)      any written material (offered as exhibits) which the Claimant desires
         the Sponsor to examine in its consideration of his position as stated
         pursuant to paragraph (c) of this Section.

Within 60 days of the date determined pursuant to paragraph (a) of this Section
or, if special circumstances require an extension, within 120 days of such date,
the Sponsor shall conduct a full and fair review of the decision denying the
Claimant's claim for benefits and shall render its written decision on review to
the Claimant. The Sponsor's decision on review shall be written in a manner
calculated to be understood by the Claimant and shall specify the reasons and
Plan provisions upon which the Sponsor's decision was based.

18.4     QUALIFIED DOMESTIC RELATIONS ORDERS

The Sponsor shall establish reasonable procedures to determine the status of
domestic relations orders and to administer distributions under domestic
relations orders which are deemed to be qualified orders. Such procedures shall
be in writing and shall comply with the provisions of Section 414(p) of the Code
and regulations issued thereunder.

18.5     INDEMNIFICATION

In addition to whatever rights of indemnification the members of the board of
directors of the Sponsor or any employee or employees of the Sponsor to whom any
power, authority, or responsibility is delegated pursuant to Section 18.2, may
be entitled under the articles of incorporation or regulations of the Sponsor,
under any provision of law, or under any other agreement, the Sponsor shall
satisfy any liability actually and reasonably incurred by any such person or
persons, including expenses, attorneys' fees, judgments, fines, and amounts paid
in


                                       47
<PAGE>

settlement (other than amounts paid in settlement not approved by the Sponsor),
in connection with any threatened, pending or completed action, suit, or
proceeding which is related to the exercising or failure to exercise by such
person or persons of any of the powers, authority, responsibilities, or
discretion as provided under the Plan, or reasonably believed by such person or
persons to be provided hereunder, and any action taken by such person or persons
in connection therewith, unless the same is judicially determined to be the
result of such person or persons' gross negligence or willful misconduct.

18.6     ACTIONS BINDING

Subject to the provisions of Section 18.3, any action taken by the Sponsor which
is authorized, permitted, or required under the Plan shall be final and binding
upon the Employers, the Trustee, all persons who have or who claim an interest
under the Plan, and all third parties dealing with the Employers or the Trustee.


                                       48
<PAGE>

                                  ARTICLE XIX
                            AMENDMENT AND TERMINATION

19.1     AMENDMENT

Subject to the provisions of Section 19.2, the Sponsor may at any time and from
time to time, by action of its board of directors, or such officers of the
Sponsor as are authorized by its board of directors, amend the Plan, either
prospectively or retroactively. Any such amendment shall be by written
instrument executed by the Sponsor.

19.2     LIMITATION ON AMENDMENT

The Sponsor shall make no amendment to the Plan which shall decrease the accrued
benefit of any Participant or Beneficiary, except that nothing contained herein
shall restrict the right to amend the provisions of the Plan relating to the
administration of the Plan and Trust. Moreover, no such amendment shall be made
hereunder which shall permit any part of the Trust to revert to an Employer or
any Related Company or be used or be diverted to purposes other than the
exclusive benefit of Participants and Beneficiaries.

19.3     TERMINATION

The Sponsor reserves the right, by action of its board of directors, to
terminate the Plan as to all Employers at any time (the effective date of such
termination being hereinafter referred to as the "termination date"). Upon any
such termination of the Plan, the following actions shall be taken for the
benefit of Participants and Beneficiaries:

(a)      As of the termination date, each Investment Fund shall be valued and
         all Separate Accounts and Sub-Accounts shall be adjusted in the manner
         provided in Article XI, with any unallocated contributions or
         forfeitures being allocated as of the termination date in the manner
         otherwise provided in the Plan. The termination date shall become a
         Valuation Date for purposes of Article XI. In determining the net worth
         of the Trust, there shall be included as a liability such amounts as
         shall be necessary to pay all expenses in connection with the
         termination of the Trust and the liquidation and distribution of the
         property of the Trust, as well as other expenses, whether or not
         accrued, and shall include as an asset all accrued income.

(b)      All Separate Accounts shall then be disposed of to or for the benefit
         of each Participant or Beneficiary in accordance with the provisions of
         Article XV as if the termination date were his Settlement Date;
         provided, however, that notwithstanding the provisions of Article XV,
         if the Plan does not offer an annuity option and if neither his
         Employer nor a Related Company establishes or maintains another defined
         contribution plan (other than an employee stock ownership plan as
         defined in Section 4975(e)(7) of the Code), the Participant's written
         consent to the commencement of distribution shall not be required
         regardless of the value of the vested portions of his Separate Account.

(c)      Notwithstanding the provisions of paragraph (b) of this Section, no
         distribution shall be made to a Participant of any portion of the
         balance of his Tax-Deferred Contributions Sub-Account prior to his
         separation from service (other than a distribution made in


                                       49
<PAGE>

         accordance with Article XIII or required in accordance with Section
         401(a)(9) of the Code) unless (i) neither his Employer nor a Related
         Company establishes or maintains another defined contribution plan
         (other than an employee stock ownership plan as defined in Section
         4975(e)(7) of the Code, a tax credit employee stock ownership plan as
         defined in Section 409 of the Code, or a simplified employee pension as
         defined in Section 408(k) of the Code) either at the time the Plan is
         terminated or at any time during the period ending 12 months after
         distribution of all assets from the Plan; provided, however, that this
         provision shall not apply if fewer than two percent of the Eligible
         Employees under the Plan were eligible to participate at any time in
         such other defined contribution plan during the 24-month period
         beginning 12 months before the Plan termination, and (ii) the
         distribution the Participant receives is a "lump sum distribution" as
         defined in Section 402(e)(4) of the Code, without regard to clauses
         (i), (ii), (iii), and (iv) of sub-paragraph (A), sub-paragraph (B), or
         sub-paragraph (H) thereof.

Notwithstanding anything to the contrary contained in the Plan, upon any such
Plan termination, the vested interest of each Participant and Beneficiary in his
Employer Contributions Sub-Account shall be 100 percent; and, if there is a
partial termination of the Plan, the vested interest of each Participant and
Beneficiary who is affected by the partial termination in his Employer
Contributions Sub-Account shall be 100 percent. For purposes of the preceding
sentence only, the Plan shall be deemed to terminate automatically if there
shall be a complete discontinuance of contributions hereunder by all Employers.

19.4     REORGANIZATION

The merger, consolidation, or liquidation of any Employer with or into any other
Employer or a Related Company shall not constitute a termination of the Plan as
to such Employer. If an Employer disposes of substantially all of the assets
used by the Employer in a trade or business or disposes of a subsidiary and in
connection therewith one or more Participants terminates employment but
continues in employment with the purchaser of the assets or with such
subsidiary, no distribution from the Plan shall be made to any such Participant
prior to his separation from service (other than a distribution made in
accordance with Article XIII or required in accordance with Section 401(a)(9) of
the Code), except that a distribution shall be permitted to be made in such a
case, subject to the Participant's consent (to the extent required by law), if
(i) the distribution would constitute a "lump sum distribution" as defined in
Section 402(e)(4) of the Code, without regard to clauses (i), (ii), (iii), or
(iv) of sub-paragraph (A), sub-paragraph (B), or sub-paragraph (H) thereof, (ii)
the Employer continues to maintain the Plan after the disposition, (iii) the
purchaser does not maintain the Plan after the disposition, and (iv) the
distribution is made by the end of the second calendar year after the calendar
year in which the disposition occurred.

19.5     WITHDRAWAL OF AN EMPLOYER

An Employer other than the Sponsor may withdraw from the Plan at any time upon
notice in writing to the Administrator (the effective date of such withdrawal
being hereinafter referred to as the "withdrawal date"), and shall thereupon
cease to be an Employer for all purposes of the Plan. An Employer shall be
deemed automatically to withdraw from the Plan in the event of its complete
discontinuance of contributions, or, subject to Section 19.4 and unless the
Sponsor


                                       50
<PAGE>

otherwise directs, it ceases to be a Related Company of the Sponsor or any other
Employer. Upon the withdrawal of an Employer, the withdrawing Employer shall
determine whether a partial termination has occurred with respect to its
Employees. In the event that the withdrawing Employer determines a partial
termination has occurred, the action specified in Section 19.3 shall be taken as
of the withdrawal date, as on a termination of the Plan, but with respect only
to Participants who are employed solely by the withdrawing Employer, and who,
upon such withdrawal, are neither transferred to nor continued in employment
with any other Employer or a Related Company. The interest of any Participant
employed by the withdrawing Employer who is transferred to or continues in
employment with any other Employer or a Related Company, and the interest of any
Participant employed solely by an Employer or a Related Company other than the
withdrawing Employer, shall remain unaffected by such withdrawal; no adjustment
to his Separate Accounts shall be made by reason of the withdrawal; and he shall
continue as a Participant hereunder subject to the remaining provisions of the
Plan.


                                       51
<PAGE>

                                   ARTICLE XX
                           ADOPTION BY OTHER ENTITIES

20.1     ADOPTION BY RELATED COMPANIES

A Related Company that is not an Employer may, with the consent of the Sponsor,
adopt the Plan and become an Employer hereunder by causing an appropriate
written instrument evidencing such adoption to be executed in accordance with
the requirements of its organizational authority. Any such instrument shall
specify the effective date of the adoption.

20.2     EFFECTIVE PLAN PROVISIONS

An Employer who adopts the Plan shall be bound by the provisions of the Plan in
effect at the time of the adoption and as subsequently in effect because of any
amendment to the Plan.


                                       52
<PAGE>

                                  ARTICLE XXI
                            MISCELLANEOUS PROVISIONS

21.1     NO COMMITMENT AS TO EMPLOYMENT

Nothing contained herein shall be construed as a commitment or agreement upon
the part of any person to continue his employment with an Employer or Related
Company, or as a commitment on the part of any Employer or Related Company to
continue the employment, compensation, or benefits of any person for any period.

21.2     BENEFITS

Nothing in the Plan nor the Trust Agreement shall be construed to confer any
right or claim upon any person, firm, or corporation other than the Employers,
the Trustee, Participants, and Beneficiaries.

21.3     NO GUARANTEES

The Employers, the Administrator, and the Trustee do not guarantee the Trust
from loss or depreciation, nor do they guarantee the payment of any amount which
may become due to any person hereunder.

21.4     EXPENSES

The expenses of administration of the Plan, including the expenses of the
Administrator and fees of the Trustee, shall be paid from the Trust as a general
charge thereon, unless the Sponsor elects to make payment. Notwithstanding the
foregoing, the Sponsor may direct that administrative expenses that are
allocable to the Separate Account of a specific Participant shall be paid from
that Separate Account and the costs incident to the management of the assets of
an Investment-Fund or to the purchase or sale of securities held in an
Investment Fund shall be paid by the Trustee from such Investment Fund.

21.5     PRECEDENT

Except as otherwise specifically provided, no action taken in accordance with
the Plan shall be construed or relied upon as a precedent for similar action
under similar circumstances.

21.6     DUTY TO FURNISH INFORMATION

The Employers, the Administrator, and the Trustee shall furnish to any of the
others any documents, reports, returns, statements, or other information that
the other reasonably deems necessary to perform its duties hereunder or
otherwise imposed by law.

21.7     WITHHOLDING

The Trustee shall withhold any tax which by any present or future law is
required to be withheld, and which the Administrator notifies the Trustee in
writing is to be so withheld, from any payment to any Participant or Beneficiary
hereunder.


                                       53
<PAGE>

21.8     MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS

The Plan shall not be merged or consolidated with any other plan, nor shall any
of its assets or liabilities be transferred to another plan, unless, immediately
after such merger, consolidation, or transfer of assets or liabilities, each
Participant in the Plan would receive a benefit under the Plan which is at least
equal to the benefit he would have received immediately prior to such merger,
consolidation, or transfer of assets or liabilities (assuming in each instance
that the Plan had then terminated).

21.9     BACK PAY AWARDS

The provisions of this Section shall apply only to an Employee or former
Employee who becomes entitled to back pay by an award or agreement of an
Employer without regard to mitigation of damages. If a person to whom this
Section applies was or would have become an Eligible Employee after such back
pay award or agreement has been effected, and if any such person who had not
previously elected to make Tax-Deferred Contributions pursuant to Section 4.1
shall within 30 days of the date he receives notice of the provisions of this
Section make an election to make Tax-Deferred Contributions in accordance with
such Section 4.1 (retroactive to any Enrollment Date as of which he was or has
become eligible to do so), then such Participant may elect that any Tax-Deferred
Contributions not previously made on his behalf but which, after application of
the foregoing provisions of this Section, would have been made under the
provisions of Article IV and any After-Tax Contributions which he had not
previously made but which, after application of the foregoing provisions of this
Section, he would have made under the provisions of Article V, shall be made out
of the proceeds of such back pay award or agreement. In addition, if any such
Employee or former Employee would have been eligible to participate in the
allocation of Employer Contributions under the provisions of Article VI for any
prior Plan Year after such back pay award or agreement has been effected, his
Employer shall make an Employer Contribution equal to the amount of the Employer
Contribution which would have been allocated to such Participant under the
provisions of Article VI as in effect during each such Plan Year. The amounts of
such additional contributions shall be credited to the Separate Account of such
Participant. Any additional contributions made by such Participant and by an
Employer pursuant to this Section shall be made in accordance with, and subject
to the limitations of the applicable provisions of Articles IV, V, VI, and VII.

21.10    CONDITION ON EMPLOYER CONTRIBUTIONS

Notwithstanding anything to the contrary contained in the Plan or the Trust
Agreement, any contribution of an Employer hereunder is conditioned upon the
continued qualification of the Plan under Section 401(a) of the Code, the exempt
status of the Trust under Section 501(a) of the Code, and the deductibility of
the contribution under Section 404 of the Code. Except as otherwise provided in
this Section and Section 21.11, however, in no event shall any portion of the
property of the Trust ever revert to or otherwise inure to the benefit of an
Employer or any Related Company.


                                       54
<PAGE>

21.11    RETURN OF CONTRIBUTIONS TO AN EMPLOYER

Notwithstanding any other provision of the Plan or the Trust Agreement to the
contrary, in the event any contribution of an Employer made hereunder:

(a)      is made under a mistake of fact, or

(b)      is disallowed as a deduction under Section 404 of the Code,

such contribution may be returned to the Employer within one year after the
payment of the contribution or the disallowance of the deduction to the extent
disallowed, whichever is applicable. In the event the Plan does not initially
qualify under Section 401(a) of the Code, any contribution of an Employer made
hereunder may be returned to the Employer within one year of the date of denial
of the initial qualification of the Plan, but only if an application for
determination was made within the period of time prescribed under Section
403(c)(2)(B) of ERISA.

21.12    VALIDITY OF PLAN

The validity of the Plan shall be determined and the Plan shall be construed and
interpreted in accordance with the laws of the State or Commonwealth in which
the Sponsor has its principal place of business, except as preempted by
applicable Federal law. The invalidity or illegality of any provision of the
Plan shall not affect the legality or validity of any other part thereof.

21.13    TRUST AGREEMENT

The Trust Agreement and the Trust maintained thereunder shall be deemed to be a
part of the Plan as if fully set forth herein and the provisions of the Trust
Agreement are hereby incorporated by reference into the Plan.

21.14    PARTIES BOUND

The Plan shall be binding upon the Employers, all Participants and Beneficiaries
hereunder, and, as the case may be, the heirs, executors, administrators,
successors, and assigns of each of them.

21.15    APPLICATION OF CERTAIN PLAN PROVISIONS

A Participant's Beneficiary, if the Participant has died, or alternate payee
under a qualified domestic relations order shall be treated as a Participant for
purposes of directing investments as provided in Article X. For purposes of the
general administrative provisions and limitations of the Plan, a Participant's
Beneficiary or alternate payee under a qualified domestic relations order shall
be treated as any other person entitled to receive benefits under the Plan. Upon
any termination of the Plan, any such Beneficiary or alternate payee under a
qualified domestic relations order who has an interest under the Plan at the
time of such termination, which does not cease by reason thereof, shall be
deemed to be a Participant for all purposes of the Plan.


                                       55
<PAGE>

21.16    LEASED EMPLOYEES

Any leased employee, other than an excludable leased employee, shall be treated
as an employee of the Employer for which he performs services for all purposes
of the Plan; provided, however, that contributions to a qualified plan made on
behalf of a leased employee by the leasing organization that are attributable to
services for the Employer shall be treated as having been made by the Employer
and there shall be no duplication of benefits under this Plan. A "leased
employee" means any person who performs services for an Employer or a Related
Company (the "recipient") (other than an employee of the recipient) pursuant to
an agreement between the recipient and any other person (the "leasing
organization") on a substantially full-time basis for a period of at least one
year, provided that such services are of a type historically performed, in the
business field of the recipient, by employees. An "excludable leased employee"
means any leased employee of the recipient who is covered by a money purchase
pension plan maintained by the leasing organization which provides for (i) a
nonintegrated employer contribution on behalf of each participant in the plan
equal to at least ten percent of compensation, (ii) full and immediate vesting,
and (iii) immediate participation by employees of the leasing organization
(other than employees who perform substantially all of their services for the
leasing organization or whose compensation from the leasing organization in each
plan year during the four-year period ending with the plan year is less than
$1,000); provided, however, that leased employees do not constitute more than 20
percent of the recipient's nonhighly compensated work force. For purposes of
this Section, contributions or benefits provided to a leased employee by the
leasing organization that are attributable to services performed for the
recipient shall be treated as provided by the recipient.

21.17    TRANSFERRED FUNDS

If funds from another qualified plan are transferred or merged into the Plan,
such funds shall be held and administered in accordance with any restrictions
applicable to them under such other plan to the extent required by law and shall
be accounted for separately to the extent necessary to accomplish the foregoing.


                                       56
<PAGE>

                                  ARTICLE XXII
                              TOP-HEAVY PROVISIONS

22.1     DEFINITIONS

For purposes of this Article, the following terms shall have the following
meanings:

(a)      The "compensation" of an employee means compensation as defined in
         Section 415 of the Code and regulations issued thereunder. In no event,
         however, shall the compensation of a Participant taken into account
         under the Plan for any Plan Year exceed (1) $200,000 for Plan Years
         beginning prior to January 1, 1994, or (2) $150,000 for Plan Years
         beginning on or after January 1, 1994 (subject to adjustment annually
         as provided in Section 401(a)(17)(B) and Section 415(d) of the Code;
         provided, however, that the dollar increase in effect on January 1 of
         any calendar year, if any, is effective for Plan Years beginning in
         such calendar year). If the compensation of a Participant is determined
         over a period of time that contains fewer than 12 calendar months, then
         the annual compensation limitation described above shall be adjusted
         with respect to that Participant by multiplying the annual compensation
         limitation in effect for the Plan Year by a fraction the numerator of
         which is the number of full months in the period and the denominator of
         which is 12; provided, however, that no proration is required for a
         Participant who is covered under the Plan for less than one full Plan
         Year if the formula for allocations is based on Compensation for a
         period of at least 12 months. In determining the compensation, for
         purposes of applying the annual compensation limitation described
         above, of a Participant who is a five-percent owner or one of the ten
         Highly Compensated Employees receiving the greatest compensation for
         the Plan Year, the compensation of the Participant's spouse and of his
         lineal descendants who have not attained age 19 as of the close of the
         Plan Year shall be included as compensation of the Participant for the
         Plan Year. If as a result of applying the family aggregation rule
         described in the preceding sentence the annual compensation limitation
         would be exceeded, the limitation shall be prorated among the affected
         family members in proportion to each member's compensation as
         determined prior to application of the family aggregation rules.

(b)      The "determination date" with respect to any Plan Year means the last
         day of the preceding Plan Year, except that the determination date with
         respect to the first Plan Year of the Plan, shall mean the last day of
         such Plan Year.

(c)      A "key employee" means any Employee or former Employee who is a key
         employee pursuant to the provisions pursuant to the provisions of
         Section 416(i)(1) of the Code and any Beneficiary of such Employee or
         former Employee.

(d)      A "non-key employee" means any Employee who is not a key employee.

(e)      A "permissive aggregation group" means those plans included in each
         Employer's required aggregation group together with any other plan or
         plans of the Employer, so long as the entire group of plans would
         continue to meet the requirements of Sections 401(a)(4) and 410 of the
         Code.


                                       57
<PAGE>

(f)      A "required aggregation group" means the group of tax-qualified plans
         maintained by an Employer or a Related Company consisting of each plan
         in which a key employee participates and each other plan that enables a
         plan in which a key employee participates to meet the requirements of
         Section 401(a)(4) or Section 410 of the Code, including any plan that
         terminated within the five-year period ending on the relevant
         determination date.

(g)      A "super top-heavy group" with respect to a particular Plan Year means
         a required or permissive aggregation group that, as of the
         determination date, would qualify as a top-heavy group under the
         definition in paragraph (i) of this Section with "90 percent"
         substituted for "60 percent" each place where "60 percent" appears in
         the definition.

(h)      A "super top-heavy plan" with respect to a particular Plan Year means a
         plan that, as of the determination date, would qualify as a top-heavy
         plan under the definition in paragraph (j) of this Section with "90
         percent" substituted for "60 percent" each place where "60 percent"
         appears in the definition. A plan is also a "super top-heavy plan" if
         it is part of a super top-heavy group.

(i)      A "top-heavy group" with respect to a particular Plan Year means a
         required or permissive aggregation group if the sum, as of the
         determination date, of the present value of the cumulative accrued
         benefits for key employees under all defined benefit plans included in
         such group and the aggregate of the account balances of key employees
         under all defined contribution plans included in such group exceeds 60
         percent of a similar sum determined for all employees covered by the
         plans included in such group.

(j)      A "top-heavy plan" with respect to a particular Plan Year means (i), in
         the case of a defined contribution plan (including any simplified
         employee penson plan), a plan for which, as of the determination date,
         the aggregate of the accounts (within the meaning of Section 416(g) of
         the Code and the regulations and rulings thereunder) of key employees
         exceeds 60 percent of the aggregate of the accounts of all participants
         under the plan, with the accounts valued as of the relevant valuation
         date and increased for any distribution of an account balance made in
         the five-year period ending on the determination date, (ii), in the
         case of a defined benefit plan, a plan for which, as of the
         determination date, the present value of the cumulative accrued
         benefits payable under the plan (within the meaning of Section 416(g)
         of the Code and the regulations and rulings thereunder) to key
         employees exceeds 60 percent of the present value of the cumulative
         accrued benefits under the plan for all employees, with the present
         value of accrued benefits to be determined under the accrual method
         uniformly used under all plans maintained by an Employer or, if no such
         method exists, under the slowest accrual method permitted under the
         fractional accrual rate of Section 411(b)(1)(C) of the Code and
         including the present value of any part of any accrued benefits
         distributed in the five-year period ending on the determination date,
         and (iii) any plan (including any simplified employee pension plan)
         included in a required aggregation group that is a top-heavy group. For
         purposes of this paragraph, the accounts and accrued benefits of any
         employee who has not performed services for an Employer or a Related
         Company during the five-year period ending on the determination date
         shall be disregarded. For purposes of this paragraph, the present value
         of cumulative accrued benefits under a defined benefit plan for
         purposes of top-heavy determinations shall be


                                       58
<PAGE>

         calculated using the actuarial assumptions otherwise employed under
         such plan, except that the same actuarial assumptions shall be used for
         all plans within a required or permissive aggregation group. A
         Participant's interest in the Plan attributable to any Rollover
         Contributions, except Rollover Contributions made from a plan
         maintained by an Employer or a Related Company, shall not be considered
         in determining whether the Plan is top-heavy. Notwithstanding the
         foregoing, if a plan is included in a required or permissive
         aggregation group that is not a top-heavy group, such plan shall not be
         a top-heavy plan.

(k)      The "valuation date" with respect to any determination date means the
         most recent Valuation Date occurring within the 12-month period ending
         on the determination date.

22.2     APPLICABILITY


Notwithstanding any other provision of the Plan to the contrary, the provisions
of this Article shall be applicable during any Plan Year in which the Plan is
determined to be a top-heavy plan as hereinafter defined. If the Plan is
determined to be a top-heavy plan and upon a subsequent determination date is
determined no longer to be a top-heavy plan, the vesting provisions of Article
VI shall again become applicable as of such subsequent determination date;
provided, however, that if the prior vesting provisions do again become
applicable, any Employee with three or more years of Vesting Service may elect
in accordance with the provisions of Article VI, to continue to have his vested
interest in his Employer Contributions Sub-Account determined in accordance with
the vesting schedule specified in Section 22.5.

22.3     MINIMUM EMPLOYER CONTRIBUTION

If the Plan is determined to be a top-heavy plan, the Employer Contributions
allocated to the Separate Account of each non-key employee who is an Eligible
Employee and who is employed by an Employer or a Related Company on the last day
of such top-heavy Plan Year shall be no less than the lesser of (i) three
percent of his compensation or (ii) the largest percentage of compensation that
is allocated as an Employer Contribution and/or Tax-Deferred Contribution for
such Plan Year to the Separate Account of any key employee; except that, in the
event the Plan is part of a required aggregation group, and the Plan enables a
defined benefit plan included in such group to meet the requirements of Section
401(a)(4) or 410 of the Code, the minimum allocation of Employer Contributions
to each such non-key employee shall be three percent of the compensation of such
non-key employee. Any minimum allocation to a non-key employee required by this
Section shall be made without regard to any social security contribution made on
behalf of the non-key employee, his number of hours of service, his level of
compensation, or whether he declined to make elective or mandatory
contributions. Notwithstanding the minimum top-heavy allocation requirements of
this Section, if the Plan is a top-heavy plan, each non-key employee who is an
Eligible Employee and who is employed by an Employer or a Related Company on the
last day of a top-heavy Plan Year and who is also covered under any other
top-heavy plan or plans of an Employer will receive the top-heavy benefits
provided under such other plan in lieu of the minimum top-heavy allocation under
the Plan.


                                       59
<PAGE>

22.4     ADJUSTMENTS TO SECTION 415 LIMITATIONS

If the Plan is determined to be a top-heavy plan and an Employer maintains a
defined benefit plan covering some or all of the Employees that are covered by
the Plan, the defined benefit plan fraction and the defined contribution plan
fraction, described in Article VII, shall be determined as provided in Section
415 of the Code by substituting "1.0" for "1.25" each place where "1.25"
appears, except that such substitutions shall not be applied to the Plan if (i)
the Plan is not a super top heavy plan, (ii) the Employer Contribution for such
top-heavy Plan Year for each non-key employee who is to receive a minimum
top-heavy benefit hereunder is not less than four percent of such non-key
employee's compensation, and (iii) the minimum annual retirement benefit accrued
by a non-key employee who participates under one or more defined benefit plans
of an Employer or a Related Company for such top-heavy Plan Year is not less
than the lesser of three percent times years of service with an Employer or a
Related Company or thirty percent.

22.5     ACCELERATED VESTING

If the Plan is determined to be a top-heavy plan, a Participant's vested
interest in his Employer Contributions Sub-Account shall be determined no less
rapidly than in accordance with the following vesting schedule:

<TABLE>
<CAPTION>
         Years of Vesting Service                  Vested Interest
         ------------------------                  ---------------
         <S>                                       <C>
                less than 3                                0%
                3 or more                                100%
</TABLE>


                                       60
<PAGE>

                                 ARTICLE XXIII
                                 EFFECTIVE DATE

23.1     EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT

This amendment and restatement is effective as of November 12, 2002.

                       *                   *                *


                                       61
<PAGE>


                              AMENDED AND RESTATED
                                TRUST AGREEMENT
                                      FOR
             PEDIATRIX MEDICAL GROUP THRIFT AND PROFIT SHARING PLAN





Fidelity Management Trust Company, its affiliates and employees may not provide
you with legal or tax advice in connection with the execution of this document.
It should be reviewed by your attorney and/or accountant prior to execution.


                        CORPORATEplan for RETIREMENT(SM)
                                VOLUME SUBMITTER

                           PLAN DOCUMENT SYSTEMS(TM)


<PAGE>
                               TABLE OF CONTENTS


                                    PREAMBLE


<TABLE>
<S>                                                                                                              <C>
                                                      ARTICLE I
                                      DEFINITIONS; PURPOSE; RIGHTS OF ELIGIBLE
                                             EMPLOYEES AND BENEFICIARIES

1.1      Definitions..............................................................................................2
1.2      Purpose..................................................................................................2
1.3      Rights of Eligible Employees and Beneficiaries...........................................................2

                                                     ARTICLE II
                                          POWERS AND DUTIES OF THE TRUSTEE

2.1      Powers and Duties of Trustee.............................................................................3
2.2      Selection of Investment Funds............................................................................4
2.3      Available Investment Funds...............................................................................4
2.4      Participant Direction....................................................................................5
2.5      Adjustment of Claims.....................................................................................5
2.6      Voting Rights............................................................................................5
2.7      Participant Loans........................................................................................5
2.8      Registration of Securities; Nominees.....................................................................6
2.9      Agents, Attorneys, Actuaries, and Accountants............................................................6
2.10     Deposit of Funds.........................................................................................6
2.11     Payment of Taxes; Indemnity..............................................................................6
2.12     Records and Statements...................................................................................6
2.13     Authority................................................................................................7
2.14     Court Action Not Required................................................................................7
2.15     Reliance on Written Directions...........................................................................7
2.16     Trustee's Performance....................................................................................7
2.17     Counsel..................................................................................................7
2.18     Annuity Contracts........................................................................................8
2.19     Sponsor Stock............................................................................................8

                                                     ARTICLE III
                                              PAYMENTS OUT OF THE TRUST

3.1      Payments................................................................................................13
3.2      Compensation and Expenses...............................................................................13
3.3      Return of Contributions to the Sponsor..................................................................13

                                                     ARTICLE IV
                                            SUCCESSION TO THE TRUSTEESHIP

4.1      Resignation of the Trustee..............................................................................14
</TABLE>


                                      (i)
<PAGE>
<TABLE>
<S>                                                                                                              <C>
4.2      Removal of the Trustee..................................................................................14
4.3      Appointment of a Successor Trustee......................................................................14

                                                      ARTICLE V
                                                      AMENDMENT

5.1      Right of Amendment......................................................................................15
5.2      Limitation on Amendment.................................................................................15

                                                     ARTICLE VI
                                                    MISCELLANEOUS

6.1      Validity of Trust Agreement.............................................................................16
6.2      No Guarantees...........................................................................................16
6.3      Duty to Furnish Information.............................................................................16
6.4      Federal Income Tax Withholding..........................................................................16
6.5      Parties Bound...........................................................................................16
6.6      Indemnification by Sponsor..............................................................................16
6.7      Bonding Requirements....................................................................................17
6.8      Separate Trust or Fund for Existing Plan Assets.........................................................17
</TABLE>


                                      (ii)
<PAGE>
                                    PREAMBLE

THIS Trust Agreement is entered into by and between Pediatrix Medical Group
(the "Sponsor") and Fidelity Management Trust Company, a corporation organized
and operating under the laws of the Commonwealth of Massachusetts, and
authorized to carry on a trust business (the "Trustee");

WHEREAS, the Sponsor has adopted the Pediatrix Medical Group Thrift and Profit
Sharing Plan (the "Plan") for the benefit of eligible employees and their
beneficiaries; and

WHEREAS, the Sponsor desires to establish a trust for the exclusive benefit of
eligible employees and their beneficiaries to hold assets of the Plan; and

WHEREAS, the Trustee agrees to act as trustee of said trust; and

WHEREAS, the Sponsor and any person designated by the Sponsor pursuant to
Article XVIII of the Plan, serves as a named fiduciary of the Plan for purposes
of Section 402(a)(2) of ERISA (the "Named Fiduciary");

NOW, THEREFORE, the parties agree that effective as of November 12, 2002, the
Trustee shall hold all funds and other property from time to time contributed
or transferred to it pursuant to the provisions of the Plan, together with all
the increments, proceeds, investments and reinvestments thereof, in trust, for
the uses and purposes and upon the terms and conditions hereinafter set forth.


<PAGE>
                                   ARTICLE I
                    DEFINITIONS; PURPOSE; RIGHTS OF ELIGIBLE
                           EMPLOYEES AND BENEFICIARIES

1.1      DEFINITIONS

For all purposes of this Trust Agreement, the terms defined in the Plan shall
have the meanings therein set forth, unless, as the case may be, a different
meaning is clearly required by the context hereof.

1.2      PURPOSE

The Trust is established to provide retirement and other benefits for eligible
employees and their beneficiaries. Except as provided in Section 3.3, prior to
the satisfaction of all liabilities under the Plan, no part of the Trust assets
may be applied to any purpose other than providing benefits under the Plan and
for defraying expenses of administering the Plan and the Trust.

1.3      RIGHTS OF ELIGIBLE EMPLOYEES AND BENEFICIARIES

The rights of eligible employees and their beneficiaries shall be determined
solely under the Plan.


                                       2
<PAGE>
                                   ARTICLE II
                        POWERS AND DUTIES OF THE TRUSTEE

2.1      POWERS AND DUTIES OF TRUSTEE

In the administration of the Trust, the Trustee shall have the powers and
duties set forth in this Article II, in addition to all powers and duties
otherwise expressly set forth in this Trust Agreement. Subject to the other
provisions of this Agreement, the Trustee is empowered:

(a)      to invest and reinvest all or any part of Trust units or the Trust,
         including both principal and income, in securities pursuant to this
         Agreement;

(b)      to purchase annuities and hold and retain such contract or contracts as
         part of the Trust;

(c)      to invest and reinvest all or any part of the Trust under an insurance
         contract or contracts that contain provisions relating to a specified
         rate of return on such investment;

(d)      to sell, lease, exchange, or otherwise dispose of all or any part of
         the Trust at such prices, upon such terms and conditions, and in such
         manner as it shall determine, including the right to surrender an
         annuity contract or contracts at any time held in the Trust;

(e)      to exercise, buy, or sell rights of conversion or subscription;

(f)      to enter into or oppose any plan of consolidation, merger,
         reorganization, capital readjustment, or liquidation of any
         corporation or other issuer of securities held hereunder (including
         any plan for the sale, lease, or mortgage of any of its property or
         the adjustment or liquidation of any of its indebtedness) and, in
         connection with any such plan, to enter into any security holders'
         trust agreement, to deposit securities under such agreement, and to
         pay assessments or subscriptions from the other assets held hereunder;

(g)      to retain in cash or in forms of investment otherwise unproductive of
         income such portion of the Trust as determined by the Sponsor is
         necessitated by the cash requirements of the Trust; provided, however,
         that, to the maximum extent feasible, such amounts shall be held which
         are productive of income but are sufficiently liquid to meet such cash
         requirements;

(h)      to deposit securities held hereunder in any depository;

(i)      to transfer to and invest all or any part of the Trust in any
         collective investment trust which constitutes an exempt trust within
         the meaning of the Code and which is then maintained by a bank or
         trust company, or any of its affiliates, when such bank or trust
         company is acting as Trustee or agent for the Trustee; provided that
         the instrument establishing such collective investment trust, as
         amended from time to time, shall govern any investment therein, and is
         hereby made a part of this Trust Agreement as if fully set forth
         herein;

         provided further, that, to the extent that the Named Fiduciary selects
         as an investment option the Managed Income Portfolio of the Fidelity
         Group Trust for Employee Benefit


                                       3
<PAGE>
         Plans (the "Group Trust"), the Sponsor hereby agrees to the terms of
         the Group Trust and adopts said terms as a part of this Trust Agreement
         and acknowledges that it has received from the Trustee a copy of the
         Group Trust, the Declaration of Separate Fund for the Managed Income
         Portfolio of the Group Trust, and the Circular for the Managed Income
         Portfolio;

(j)      pursuant to the direction of the Administrator, to purchase and sell
         interests in a registered investment company registered under the
         Investment Company Act of 1940, for which the Trustee or an affiliate
         of the Trustee serves as investment advisor or sub-advisor and
         receives compensation from the registered investment company for its
         services as investment advisor or sub-advisor, provided that the
         applicable conditions of Department of Labor Transaction Exemption
         77-4 are satisfied; and

(k)      to transfer to and invest all or any part of the Trust in any trust
         which forms a part of a pension or profit-sharing plan of an Employer
         or a Related Company qualified under the Code and which constitutes an
         exempt trust within the meaning of the Code; provided that the
         instrument establishing such trust, as amended from time to time,
         shall govern any investment therein, and is hereby made a part of this
         Trust Agreement as if fully set forth herein.

The term "securities", wherever used in this Trust Agreement, shall include
common and preferred stocks, contractual obligations of every kind, whether
secured or unsecured, equitable interests in real or personal property, and
intangible property of every description and howsoever evidenced.

2.2      SELECTION OF INVESTMENT FUNDS

The Trustee shall have no responsibility for the selection of Investment Funds
under the Trust and shall not render investment advice to any person in
connection with the selection of such options.

2.3      AVAILABLE INVESTMENT FUNDS

The Named Fiduciary shall direct the Trustee as to (i) the Investment Funds the
Trust shall be invested in during the Participant recordkeeping reconciliation
period, and (ii) the Investment Funds in which Plan Participants and/or Sponsor
may invest in, subject to the following limitations. The Named Fiduciary may
determine to offer as Investment Funds only (i) securities issued by the
investment companies advised by Fidelity Management and Research Company
("Mutual Funds"), (ii) notes evidencing loans to Plan Participants in
accordance with the terms of the Plan, (iii) collective investment funds
maintained by the Trustee for qualified plans, and (iv) equity securities
issued by the Sponsor or an affiliate which are publicly-traded and which are
"qualifying employer securities" within the meaning of Section 407(d)(5) of
ERISA ("Sponsor Stock"); provided, however, that the Trustee shall be
considered a fiduciary with investment discretion only with respect to Plan
assets that are invested in collective investment funds maintained by the
Trustee for qualified plans. The Mutual Funds and/or collective investment
funds initially selected by the Named Fiduciary are identified in Schedule A
attached hereto. The Named Fiduciary may add additional Mutual Funds and/or
collective investment


                                       4
<PAGE>
funds with the consent of the Trustee and upon mutual amendment of Schedule A of
this Trust Agreement. The Sponsor hereby acknowledges that it has received from
the Trustee a copy of the prospectus for each Mutual Fund selected by the Named
Fiduciary as a Plan Investment Fund.

2.4      PARTICIPANT DIRECTION

Each Plan Participant shall direct the Trustee in which Investment Fund(s) to
invest the assets in the Participant's Separate Account as provided in the
Plan. Such directions may be made by Plan Participants by use of the telephone
exchange system maintained for such purposes by the Trustee or its agent, in
accordance with written telephone exchange guidelines set forth in the service
agreement between the Sponsor and Fidelity Management and Research Company (the
"Service Agreement"). In the event that the Trustee fails to receive a proper
direction, the assets shall be invested in the securities of the Mutual Fund
set forth for such purpose in the Service Agreement, until the Trustee receives
a proper direction. Additionally, in the event any assets in the Participant's
Separate Account are not subject to the Participant's investment direction,
such assets shall be invested as directed by the Sponsor in accordance with the
Service Agreement.

2.5      ADJUSTMENT OF CLAIMS

Subject to the consent of the Sponsor, the Trustee is empowered to compromise
and adjust any and all claims, debts, or obligations in favor of or against the
Trust, whether such claims be in litigation or not, upon such terms and
conditions as it shall determine, and to reduce the rate of interest on, to
extend or otherwise modify, to foreclose upon default, or otherwise to enforce
any such claim, debt, or obligation.

2.6      VOTING RIGHTS

At the time of mailing of notice of each annual or special stockholders'
meeting of any Mutual Fund, the Trustee shall send a copy of the notice and all
proxy solicitation materials to each Participant who has shares of the Mutual
Fund credited to the Participant's Separate Account, together with a voting
direction form for return to the Trustee or designee. The Participant shall
have the right to direct the Trustee as to the manner in which the Trustee is
to vote the shares credited to the Participant's Separate Account (both vested
and unvested), except as otherwise provided in this Section 2.6. The Trustee
shall vote the shares as directed by the Participant; provided, however, that
the Trustee may, in the absence of instructions, vote "present" for the sole
purpose of allowing such shares to be counted for establishment of a quorum at
a shareholders' meeting. The Sponsor shall have the right to direct the Trustee
as to the manner in which the Trustee is to vote the shares of the Mutual Funds
in the Trust during the Participant recordkeeping reconciliation period and any
shares credited to the Participant's Separate Account which are not subject to
Participant direction. With respect to all rights other than the right to vote,
the Trustee shall follow the directions of the Named Fiduciary. The Trustee
shall have no duty to solicit directions from Participants or the Sponsor.

2.7      PARTICIPANT LOANS

If provided under the terms of the Plan, the Sponsor may direct the Trustee in
writing to establish a separate loan Investment Fund with respect to a
Participant and to transfer assets from any of


                                       5
<PAGE>
the other Trust Funds to the separate loan Investment Fund for the purpose of
making loans to the Participant as provided in the Plan. The Trustee shall be
required to follow the directions so given to it; provided, however, that the
Trustee shall not be required to follow any directions which would result in a
breach of the Trustee's fiduciary duties.

2.8      REGISTRATION OF SECURITIES; NOMINEES

The Trustee is empowered to register securities in its own name, or in the name
of its nominee, without disclosing the trust, or to hold the same in bearer
form, and to take title to other property in its own name or in the name of its
nominee without disclosing the trust; provided, however, that the Trustee shall
be responsible for the acts of its nominees.

2.9      AGENTS, ATTORNEYS, ACTUARIES, AND ACCOUNTANTS

The Trustee is empowered to employ such agents, attorneys (including attorneys
who may be of counsel for the Sponsor), actuaries, and accountants as it may
deem necessary or proper in connection with its duties hereunder, and to
determine and pay the reasonable compensation and expenses of such agents,
attorneys, actuaries, and accountants.

2.10     DEPOSIT OF FUNDS

The Trustee is empowered to deposit funds, pending investment or distribution
thereof, in the commercial or savings department of any bank, savings and loan
association or trust company supervised by the United States or a state or
agency thereof; and it is authorized to accept such regulations covering the
withdrawal of funds so deposited as it shall deem proper. The Trustee may
deposit all or any part of the Trust, including both principal and interest, in
the banking department of the Trustee (and any of its affiliates) and of any
other fiduciary or party-in-interest with respect to the Trust; provided,
however, that the deposits bear a reasonable rate of interest and are
authorized pursuant to the provisions of Section 408 of ERISA.

2.11     PAYMENT OF TAXES; INDEMNITY

The Trustee is empowered to pay out of the Trust, as a general charge thereon,
any and all taxes of whatsoever nature assessed on or in respect to the Trust;
provided, however, that, if the Sponsor shall notify the Trustee in writing
that in the opinion of its counsel any such tax is not lawfully assessed, the
Trustee, if so requested by the Sponsor, shall contest the validity of such tax
in any manner deemed appropriate by the Sponsor or its counsel. The word
"taxes", as used herein, shall be deemed to include any interest or penalties
assessed in respect to such taxes. Unless the Trustee first shall have been
indemnified to its satisfaction by the Sponsor, the Trustee shall not be
required to contest the validity of any tax, to institute, maintain, or defend
against any other action or proceeding, or to incur any other expense in
connection with the Trust, except to the extent that the Trust is sufficient
therefor.

2.12     RECORDS AND STATEMENTS

The Trustee shall keep accurate records of all receipts, disbursements, and
other transactions affecting the Trust which, together with the assets
comprising the Trust and all evidences thereof, shall be available for
inspection or for the purpose of making copies or reproductions thereof by


                                       6
<PAGE>
the Sponsor or any of its duly authorized representatives. The Trustee shall
render to the Sponsor at intervals agreed to by the Sponsor and the Trustee
statements of receipts and disbursements and of all transactions during the
preceding interval affecting the Trust and a statement of all assets held in
the Trust and the investment performance of the Investment Funds.

2.13     AUTHORITY

The Trustee is authorized to execute and deliver any and all instruments and to
perform any and all acts which may be necessary or proper to enable it to
discharge its duties under this Trust Agreement and to carry out the powers and
authority conferred upon it. The Sponsor specifically acknowledges and
authorizes that affiliates of the Trustee may act as its agent in the
performance of ministerial, non-fiduciary duties under the Trust. The expenses
and compensation of such agent shall be paid by the Trustee.

2.14     COURT ACTION NOT REQUIRED

All the powers and authority herein conferred upon the Trustee shall be
exercised by it without the necessity of applying to any court for leave or
confirmation. No person, firm, or corporation dealing with the Trustee shall be
required to ascertain whether the Trustee shall have obtained the approval of
any court or of any person with respect to any action which it may propose to
take hereunder, but every such person, firm, or corporation shall be protected
in relying solely upon the deed, transfer, or assurance of the Trustee.

2.15     RELIANCE ON WRITTEN DIRECTIONS

Any written direction, request, approval, or other document signed in the name
of the Sponsor or the Administrator by a duly authorized individual shall be
conclusively deemed to constitute the written direction, request, approval, or
other document of the Sponsor or the Administrator and the Trustee shall not be
liable for any loss, or by reason of any breach, arising from the direction
unless it is clear on the direction's face that the actions to be taken under
the direction would be prohibited by the fiduciary duty rules of Section 404(a)
of ERISA or would be contrary to the terms of the Plan or this Trust Agreement.
The Trustee will be entitled to rely on the latest certificate it has received
from the Sponsor or Administrator as to any person or persons authorized to act
for the Sponsor or Administrator hereunder and to sign on behalf of the Sponsor
or Administrator any directions or instructions, until it receives from the
Sponsor or Administrator written notice that such authority has been revoked.

2.16     TRUSTEE'S PERFORMANCE

In the exercise of any of the powers and authority herein conferred upon it,
the Trustee shall adhere at all times to the fiduciary standards established by
ERISA.

2.17     COUNSEL

The Trustee may consult with counsel selected by it, who may be of counsel for
the Sponsor, as to any matters or questions arising hereunder, and the opinion
of such counsel shall be full and complete authority and protection in respect
to any action taken, suffered, or omitted by the Trustee in good faith and in
accordance with the opinion of such counsel.


                                       7
<PAGE>
2.18     ANNUITY CONTRACTS

Notwithstanding any other provision of this Trust Agreement or the Plan to the
contrary, the Administrator shall retain all discretionary power relating to
any annuity contract acquired by or delivered to the Trustee. As directed by
the Administrator, the Trustee will acquire, hold and dispose of annuity
contracts, deliver the purchase price, and exercise any and all rights,
privileges, options, and elections under those policies. The Trustee will be
fully discharged with respect to any policy when it is delivered to the
Administrator.

2.19     SPONSOR STOCK

Trust Investments in Sponsor Stock shall be made via the Sponsor Stock Fund
(the "Stock Fund") which shall consist of shares of Sponsor Stock and
short-term liquid investments consisting of Mutual Fund shares or commingled
money market pool units as agreed to by the Sponsor and the Trustee, necessary
to satisfy the Fund's cash needs for transfers and payments. A cash target
range shall be maintained in the Stock Fund. Such target range may be changed
as agreed to in writing by the Sponsor and the Trustee. The Trustee is
responsible for ensuring that the actual cash held in the Stock Fund falls
within the agreed upon range over time. Each participant's proportional
interest in the Stock Fund shall be measured in units of participation, rather
than shares of Sponsor Stock. Such units shall represent a proportionate
interest in all assets of the Stock Fund, which includes shares of Sponsor
Stock, short-term investments and at times, receivables for dividends and/or
Sponsor Stock sold and payables for Sponsor Stock purchased. A Net Asset Value
("NAV") per unit will be determined daily for each cash unit outstanding of the
Stock Fund. The return earned by the Stock Fund will represent a combination of
the dividends paid on the shares of Sponsor Stock held by the Stock Fund, gains
or losses realized on sales of Sponsor Stock, appreciation or depreciation in
the market price of those shares owned, and interest on the short-term
investments held by the Stock Fund. Dividends received by the Stock Fund are
reinvested in additional shares of Sponsor Stock. Investments in Sponsor Stock
shall be subject to the following limitations:

(a)      Acquisition Limit. Pursuant to the Plan, the Trust may be invested in
         Sponsor Stock to the extent necessary to comply with investment
         directions under Section 2.4 of this Agreement.

(b)      Fiduciary Duty of Named Fiduciary. The Named Fiduciary shall
         continuously monitor the suitability under the fiduciary duty rules of
         section 404(a)(1) of ERISA (as modified by section 404(a)(2) of ERISA)
         of acquiring and holding Sponsor Stock. The Trustee shall not be liable
         for any loss, or by reason of any breach, which arises from the
         directions of the Named Fiduciary with respect to the acquisition and
         holding of Sponsor Stock, unless it is clear on their face that, the
         actions to be taken under those directions would be prohibited by the
         foregoing fiduciary duty rules or would be contrary to the terms of the
         Plan or this Agreement.

(c)      Execution of Purchases and Sales. Purchases and sales of Sponsor Stock
         (other than for exchanges) shall be made on the open market on the
         date on which the Trustee receives from the Sponsor in good order all
         information and documentation necessary to accurately effect such
         purchases and sales (or, in the case of purchases, the subsequent date
         on which the Trustee has received a wire transfer of the funds
         necessary to make such purchases). Such general rules shall not apply
         in the following circumstances:


                                       8
<PAGE>
         (i)      If the Trustee is unable to determine the number of shares
                  required to be purchased or sold on such day;

         (ii)     If the Trustee is unable to purchase or sell the total number
                  of shares required to be purchased or sold on such day as a
                  result of market conditions; or

         (iii)    If the Trustee is prohibited by the Securities and Exchange
                  Commission, the New York Stock Exchange, or any other
                  regulatory body from purchasing or selling any or all of the
                  shares required to be purchased or sold on such day.

         In the event of the occurrence of the circumstances described in (i),
         (ii), or (iii) above, the Trustee shall purchase or sell such shares as
         soon as possible thereafter and shall determine the price of such
         purchases or sales to be the average purchase or sales price of all
         such shares purchased or sold, respectively. The Trustee may follow
         directions from the Named Fiduciary to deviate from the above purchase
         and sale procedures provided that such direction is made in writing by
         the Named Fiduciary.

(d)      Purchases and Sales from or to Sponsor. If directed by the Sponsor in
         writing prior to the trading date, the Trustee may purchase or sell
         Sponsor Stock from or to the Sponsor if the purchase or sale is for
         adequate consideration (within the meaning of Section 3(18) of ERISA)
         and no commission is charged. If Sponsor contributions or
         contributions made by the Sponsor on behalf of the Participants under
         the Plan are to be invested in Sponsor Stock, the Sponsor may transfer
         Sponsor Stock in lieu of cash to the Trust. In either case, the number
         of shares to be transferred will be determined by dividing the total
         amount of Sponsor Stock to be purchased or sold by the closing price
         of the Sponsor Stock on any national securities exchange on the
         trading date.

(e)      Securities Law Reports. The Named Fiduciary shall be responsible for
         filing all reports required under Federal or state securities laws
         with respect to the Trust's ownership of Sponsor Stock; including,
         without limitation, any reports required under Section 13 or 16 of the
         Securities Exchange Act of 1934 and shall immediately notify the
         Trustee in writing of any requirement to stop purchases or sales of
         Sponsor Stock pending the filing of any report. The Trustee shall
         provide to the Named Fiduciary such information on the Trust's
         ownership of Sponsor Stock as the Named Fiduciary may reasonably
         request in order to comply with Federal or state securities laws.

(f)      Voting and Tender Offers. Notwithstanding any other provision of this
         Agreement, the provisions of this Section shall govern the voting and
         tendering of Sponsor Stock. Each Participant shall be designated a
         named fiduciary under ERISA with respect to shares of Sponsor Stock
         attributable to units in the Sponsor Stock Fund credited to the
         Participant's Separate Account not acquired at the direction of the
         Participant in accordance with Section 404(c) of ERISA. The Sponsor,
         after consultation with the Trustee, shall provide and pay for all
         printing, mailing, tabulation and other costs associated with the
         voting and tendering of Sponsor Stock.


                                       9
<PAGE>
         (i)      Voting.

                  (I)      When the issuer of the Sponsor Stock prepares for any
                           annual or special meeting, the Sponsor shall notify
                           the Trustee thirty (30) days in advance of the
                           intended record date and shall cause a copy of all
                           materials to be sent to the Trustee. Based on these
                           materials the Trustee shall prepare a voting
                           instruction form. At the time of mailing of notice of
                           each annual or special stockholders' meeting of the
                           issuer of the Sponsor Stock, the Sponsor shall cause
                           a copy of the notice and all proxy solicitation
                           materials to be sent to each Participant with an
                           interest in Sponsor Stock held in the Trust, together
                           with the foregoing voting instruction form to be
                           returned to the Trustee or its designee. The form
                           shall show the proportional interest in the number of
                           full and fractional shares of Sponsor Stock credited
                           to the Participant's Sub-Accounts held in the Stock
                           Fund. The Sponsor shall provide the Trustee with a
                           copy of any materials provided to the Participants
                           and shall (if the mailing is not handled by the
                           Trustee) certify that the materials have been mailed
                           or otherwise sent to Participants.

                  (II)     Each Participant with an interest in the Stock Fund
                           shall have the right to direct the Trustee as to the
                           manner in which the Trustee is to vote (including not
                           to vote) that number of shares of Sponsor Stock
                           reflecting such Participant's proportional interest
                           in the Stock Fund (both vested and unvested).
                           Directions from a Participant to the Trustee
                           concerning the voting of Sponsor Stock shall be
                           communicated in writing, or by mailgram or similar
                           means. These directions shall be held in confidence
                           by the Trustee and shall not be divulged to the
                           Sponsor, or any officer or employee thereof, or any
                           other person. Upon its receipt of the directions, the
                           Trustee shall vote the shares of Sponsor Stock
                           reflecting the Participant's proportional interest in
                           the Stock Fund as directed by the Participant. The
                           Trustee shall not vote shares of Sponsor Stock
                           reflecting a Participant's proportional interest in
                           the Stock Fund for which it has received no direction
                           from the Participant.

         (ii)     Tender Offers.

                  (I)      Upon commencement of a tender offer for any
                           securities held in the Trust that are Sponsor Stock,
                           the Sponsor shall notify each Participant with an
                           interest in such Sponsor Stock of the tender offer
                           and utilize its best efforts to timely distribute or
                           cause to be distributed to the Participant the same
                           information that is distributed to shareholders of
                           the issuer of Sponsor Stock in connection with the
                           tender offer, and, after consulting with the Trustee,
                           shall provide and pay for a means by which the
                           Participant may direct the Trustee whether or not to
                           tender the Sponsor Stock reflecting such
                           Participant's proportional interest in the Stock Fund
                           (both vested and unvested). The Sponsor shall provide
                           the Trustee with a copy of any material provided to
                           the Participants and shall (if the mailing is not


                                       10
<PAGE>
                           handled by the Trustee) certify to the Trustee that
                           the materials have been mailed or otherwise sent to
                           Participants.

                  (II)     Each Participant shall have the right to direct the
                           Trustee to tender or not to tender some or all of the
                           shares of Sponsor Stock reflecting such Participant's
                           proportional interest in the Stock Fund (both vested
                           and unvested). Directions from a Participant to the
                           Trustee concerning the tender of Sponsor Stock shall
                           be communicated in writing, or by mailgram or such
                           similar means as is agreed upon by the Trustee and
                           the Sponsor under the preceding paragraph. These
                           directions shall be held in confidence by the Trustee
                           and shall not be divulged to the Sponsor, or any
                           officer or employee thereof, or any other person,
                           except to the extent that the consequences of such
                           directions are reflected in reports regularly
                           communicated to any such persons in the ordinary
                           course of the performance of the Trustee's services
                           hereunder. The Trustee shall tender or not tender
                           shares of Sponsor Stock as directed by the
                           Participant. The Trustee shall not tender shares of
                           Sponsor Stock reflecting a Participant's proportional
                           interest in the Stock Fund for which it has received
                           no direction from the Participant.

                  (III)    A Participant who has directed the Trustee to tender
                           some or all of the shares of Sponsor Stock reflecting
                           the Participant's proportional interest in the Stock
                           Fund may, at any time prior to the tender offer
                           withdrawal date, direct the Trustee to withdraw some
                           or all of the tendered shares reflecting the
                           Participant's proportional interest, and the Trustee
                           shall withdraw the directed number of shares from the
                           tender offer prior to the tender offer withdrawal
                           deadline. A Participant shall not be limited as to
                           the number of directions to tender or withdraw that
                           the Participant may give to the Trustee.

                  (IV)     A direction by a Participant to the Trustee to tender
                           shares of Sponsor Stock reflecting the Participant's
                           proportional interest in the Stock Fund shall not be
                           considered a written election under the Plan by the
                           Participant to withdraw, or have distributed, any or
                           all of his withdrawable shares. The Trustee shall
                           credit to each proportional interest of the
                           Participant from which the tendered shares were taken
                           the proceeds received by the Trustee in exchange for
                           the shares of Sponsor Stock tendered from that
                           interest. Pending receipt of direction (through the
                           Administrator) from the Participant or the Named
                           Fiduciary, as provided in the Plan, as to which of
                           the remaining Investment Funds the proceeds should be
                           invested in, the Trustee shall invest the proceeds in
                           the Mutual Fund set forth for such purposes in the
                           Service Agreement.

(g)      Shares Credited. For all purposes of this Section, the number of shares
         of Sponsor Stock deemed "credited" or "reflected" to a Participant's
         proportional interest shall be determined as of the last proceeding
         Valuation Date. The trade date is the date the transaction is valued.


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(h)      General. With respect to all rights other than the right to vote, the
         right to tender, and the right to withdraw shares previously tendered,
         in the case of Sponsor Stock credited to a Participant's proportional
         interest in the Stock Fund, the Trustee shall follow the directions of
         the Participant and if no such directions are received, the directions
         of the Named Fiduciary. The Trustee shall have no duty to solicit
         directions from Participants.

(i)      Conversion. All provisions in this Section 2.19 shall also apply to any
         securities received as a result of a conversion to Sponsor Stock.


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                                  ARTICLE III
                            PAYMENTS OUT OF THE TRUST

3.1      PAYMENTS

The Trustee shall make payments from the Trust to such persons in such amounts
and at such times as the Sponsor or the Administrator from time to time shall
direct in writing to be payable under the Plan.

3.2      COMPENSATION AND EXPENSES

The Trustee shall be entitled to such reasonable compensation for its services
as the Sponsor and the Trustee from time to time shall agree, and shall be
entitled to reimbursement for all reasonable expenses incurred by the Trustee
in the administration of the Trust. All compensation, if applicable, and
expenses of administering the Plan or Trust, including fees assessed against
the Plan, the Trust, the Sponsor, or the Administrator, shall be paid out of
the Trust as a general charge thereon, unless the Sponsor elects to make
payment thereof.

3.3      RETURN OF CONTRIBUTIONS TO THE SPONSOR

Upon written notice of the Sponsor, the Trustee shall pay over to the Sponsor
the amount of any contribution (i) made under a mistake of fact, or (ii)
disallowed as a deduction contribution under Section 404 of the Code, or (iii)
with respect to which the Plan does not qualify initially under Section 401(a)
of the Code or the Trust is not exempt under Section 501(a) of the Code. In no
event shall the Trustee make such payment later than one year after (i) the
payment of the contribution, or (ii) the disallowance of the deduction to the
extent disallowed, or (iii) the date of denial of the initial qualification of
the Plan.


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                                   ARTICLE IV
                         SUCCESSION TO THE TRUSTEESHIP

4.1      RESIGNATION OF THE TRUSTEE

Any Trustee acting hereunder may resign at any time by giving notice in writing
to the Sponsor at least 60 days before such resignation is to become effective,
unless the Sponsor shall accept as adequate a shorter notice.

4.2      REMOVAL OF THE TRUSTEE

The Sponsor may, with or without cause, remove any Trustee acting hereunder by
giving notice in writing to the Trustee at least 60 days before such removal is
to become effective, unless the Trustee shall accept as adequate a shorter
notice.

4.3      APPOINTMENT OF A SUCCESSOR TRUSTEE

If for any reason a vacancy should occur in the trusteeship, a successor
Trustee shall forthwith be appointed by the Sponsor. Any successor Trustee
appointed hereunder shall execute, acknowledge, and deliver to the Sponsor an
instrument in writing accepting such appointment hereunder. Such successor
Trustee thereupon shall become vested with the same title to the property
comprising the Trust, and shall have the same powers and duties with respect
thereto, as are hereby vested in the original Trustee. The predecessor Trustee
shall execute all such instruments and perform all such other acts as the
successor Trustee or Sponsor shall reasonably request to effectuate the
provisions hereof. The successor Trustee shall have no duty to inquire into the
administration of the Trust for any period prior to its succession.


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                                   ARTICLE V
                                   AMENDMENT

5.1      RIGHT OF AMENDMENT

The Sponsor reserves the right, at its sole discretion, from time to time to
amend the provisions of this Trust Agreement in any manner; provided, however,
that the powers, duties, and immunities of the Trustee under this Trust
Agreement shall not be substantively changed without its written approval. Any
such amendment shall be by written instrument executed by the Sponsor and
delivered to the Trustee, and may be made retroactively if in the opinion of
the Sponsor such amendment is necessary to enable the Plan and the Trust to
meet the requirements of the Code (including the regulations and rulings issued
thereunder) or the requirements of any governmental authority.

5.2      LIMITATION ON AMENDMENT

The Sponsor shall make no amendment to this Trust Agreement that results in the
forfeiture or reduction of the accrued benefit of any Participant or
Beneficiary. Notwithstanding the preceding sentence, nothing herein contained
shall restrict the right to amend the provisions of this Trust Agreement
relating to the administration of the Plan and the Trust. Moreover, no such
amendment shall be made under this Article which shall permit any part of the
Trust to revert to the Sponsor or any Related Company or to be used for or be
diverted to purposes other than for the exclusive benefit of Participants and
Beneficiaries.


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<PAGE>
                                   ARTICLE VI
                                  MISCELLANEOUS

6.1      VALIDITY OF TRUST AGREEMENT

The validity of this Trust Agreement shall be determined and this Trust
Agreement shall be construed in accordance with the laws of the Commonwealth of
Massachusetts, except to the extent that they are superseded by Section 514 of
ERISA. The invalidity or illegality of any provision of this Trust Agreement
shall not affect the validity or legality of any other part hereof.

6.2      NO GUARANTEES

Neither the Sponsor nor the Trustee guarantees the Trust from loss or
depreciation.

6.3      DUTY TO FURNISH INFORMATION

The Administrator, the Employers, and the Trustee shall furnish to any of the
others any documents, reports, returns, statements, or other information that
such other reasonably deems necessary to perform its duties imposed under the
Plan or this Trust Agreement or otherwise imposed by law.

6.4      FEDERAL INCOME TAX WITHHOLDING

The Trustee shall not be responsible for withholding federal and state income
tax from distributions unless the Administrator provides the Trustee with the
following information concerning each distribution:

(a)      The name, address, and social security number of the Participant (and
         the Participant's spouse or other Beneficiary if applicable). By
         forwarding such information, the Administrator shall be deemed hereby
         to have certified the accuracy of such information.

(b)      A statement of the reason for the payment or distribution and
         directions as to the type of distribution (e.g., eligible rollover
         distribution) requested.

If the Administrator does not provide the Trustee with the above information,
the responsibility for withholding federal and state income taxes and the
reporting thereof shall remain with the Administrator.

6.5      PARTIES BOUND

This Trust Agreement shall be binding upon the parties hereto, all
Participants, and persons claiming under or through them pursuant to the Plan,
and, as the case may be, the heirs, executors, administrators, successors, and
assigns of each of them.

6.6      INDEMNIFICATION BY SPONSOR

The Sponsor shall indemnify and save harmless from and against any and all
liability to which the Trustee may be subjected by reason of any act or conduct
in its capacity as Trustee, including


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<PAGE>
all expenses reasonably incurred in its defense, except for losses or expenses
resulting from the negligence or willful misconduct of the Trustee or its
affiliates.

6.7      BONDING REQUIREMENTS

Every fiduciary, except a bank or an insurance company, unless exempted by
ERISA and the regulations thereunder, shall be bonded in an amount not less
than ten percent of the funds such fiduciary handles; provided, however, that
the minimum bond shall be $1,000 and the maximum bond shall be $500,000. The
amount of funds handled shall be determined at the beginning of each Plan Year
by the amount of funds handled by such person, group, or class to be covered
and their predecessors, if any, during the preceding Plan Year, or if there is
no preceding Plan Year, then by the amount of the funds to be handled during
the then current Plan Year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the fiduciary
alone or in connivance with others. The surety shall be a corporate surety
company (as such term is used in Section 412(a)(2) of ERISA) , and the bond
shall be in a form approved by the Secretary of Labor. Notwithstanding anything
to the contrary contained in the Plan or this Trust Agreement, the cost of such
bonds shall be an expense of and may, at the election of the Sponsor, be paid
from the Trust or by the Sponsor.

6.8      SEPARATE TRUST OR FUND FOR EXISTING PLAN ASSETS

With the consent of the Trustee, an Employer may maintain a trust or fund
(including a group annuity contract) under the Plan separate from the Trust
Fund to hold Plan assets acquired prior to the effective date of this Trust
Agreement which are not among the available Investment Funds provided under
Section 2.3. The duties and responsibilities of the trustee of the separate
trust (hereinafter referred to as the "trustee") shall be provided by a
separate trust agreement between the Employer and the trustee.

Notwithstanding the preceding paragraph, the Trustee or an affiliate of the
Trustee may agree in writing to provide ministerial recordkeeping service for
guaranteed investment contracts held in the separate trust or fund. Any such
guaranteed investment contract shall be valued as directed by the Employer or
the trustee.

The trustee shall be the owner of any insurance contract purchased prior to the
effective date of this Trust Agreement. Any such insurance contract must
provide that the proceeds will be payable to the trustee; provided, however,
that the trustee shall be required to pay over all proceeds of the contract to
the Participant's Beneficiary in accordance with the distribution provisions of
the Plan. Under no circumstances will the Trust Fund retain any part of the
proceeds. In the event of any conflict between the terms of the Plan and the
terms of any insurance contract held hereunder, the Plan provisions shall
control.

Any life insurance contracts held in the Trust Fund or in the separate trust
shall be subject to the provisions of Article IX of the Plan.


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