Exhibit 10.20

DUCKWALL-ALCO
  STORES, INC. 
  PROFIT SHARING PLAN AND TRUST 
  AMENDED AND RESTATED
  AS OF DECEMBER 31, 2002

* * * * *

Effective
  February 1, 2000 
  (Subject to special effective dates specified within the Plan)

* * * * *

Prepared by:

Bever, Dye,
  Mustard & Belin, L.C. 
  700 First National Bank Building 
  Wichita, Kansas 67202
  (316) 263-8294



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DUCKWALL-ALCO
  STORES, INC. 
  PROFIT SHARING PLAN AND TRUST 
  AMENDED AND RESTATED 
  AS OF DECEMBER 31, 2002

Table of Contents

|                                               | Page No.
|---------------------------------------------- | --------
|ARTICLE I, DEFINITIONS                         |         
|1.01
      Act                                 |         
|1.02
      Anniversary Date                    |         
|1.03
      Annual Addition                     |         
|1.04
      Beneficiary                         |         
|1.05
      Code                                |         
|1.06
      Committee                           |         
|1.07
      Compensation                        |         
|1.08
      Contribution Account                |         
|1.09
      Disability                          |         
|1.10
      Early Retirement Date               |         
|1.11
      Eligibility Year of Service         |         
|1.12
      Employee                            |         
|1.13
      Highly Compensated Employee         |         
|1.14
      Hour of Service                     |         
|1.15
      Net Profit                          |         
|1.16
      Normal Retirement Date              |         
|1.17
      One-Year Break in Service           |         
|1.18
      Participant                         |         
|1.19
      Plan                                |         
|1.20
      Plan Administrator                  |         
|1.21
      Plan Year                           |         
|1.22
      Vesting Year of Service             |         
|1.23
      Voluntary Account                   |         
|1.24
      Voluntary Deductible Account        |         
|                                               |         
|ARTICLE II, ADMINISTRATIVE COMMITTEE           |         
|2.01
      Members                             |         
|2.02
      Powers                              |         
|2.03
      Liquidity Needs                     |         
|2.04
      Reporting Requirements              |         
|2.05
      Records                             |         
|2.06
      Committee Action                    |         
|2.07
      Compensation                        |         
|2.08
      Delegation of Duties                |         
|2.09
      Self Interest                       |         
|2.10
      Bonding                             |         
|2.11
      Indemnification                     |         
|                                               |         
|ARTICLE III, EMPLOYEES ENTITLED TO PARTICIPATE |         
|3.01 Eligibility
      for Participation       |         
|3.02 Rehire                                    |         
|3.03 Notification
      of Committee           |         



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|                                                                        | Page No.
|----------------------------------------------------------------------- | --------
|ARTICLE IV, CONTRIBUTIONS TO
      THE TRUSTEE                          |         
|4.01
      Employer Discretionary Contributions                         |         
|4.02
      Timing                                                       |         
|4.03
      Annual Addition Limitation                                   |         
|4.04
      Reversion                                                    |         
|                                                                        |         
|ARTICLE V, PARTICIPANTS
      ACCOUNTS                                 |         
|5.01
      Allocation of Employer Contribution                          |         
|5.02
      Forfeiture Allocations                                       |         
|5.03
      Eligibility for Allocations                                  |         
|5.04
      Participant Direction of Investment                          |         
|                                                                        |         
|ARTICLE VI, RETIREMENT BENEFITS                                         |         
|6.01
      Retirement                                                   |         
|6.02
      Payment of Benefits                                          |         
|6.03
      Required Beginning Date                                      |         
|                                                                        |         
|ARTICLE VII, DISABILITY BENEFITS                                        |         
|7.01
      Disability                                                   |         
|7.02
      Advances                                                     |         
|                                                                        |         
|ARTICLE VIII, DEATH BENEFITS                                            |         
|8.01
      Beneficiaries                                                |         
|8.02
      Method and Timing                                            |         
|8.03
      Married Participants                                         |         
|                                                                        |         
|ARTICLE IX, BENEFITS UPON RESIGNATION
      OR DISCHARGE                |         
|9.01
      General                                                      |         
|9.02
      Vesting                                                      |         
|9.03
      Rehire Before Benefits Paid                                  |         
|9.04
      Method and Timing                                            |         
|9.05
      Cashout and Buyback Rules                                    |         
|9.06
      Deemed Cashout                                               |         
|9.07
      Timing of Forfeitures                                        |         
|                                                                        |         
|ARTICLE X, GENERAL BENEFIT AND
      PARTICIPATION PROVISIONS           |         
|10.01
      Participant Consent                                         |         
|10.02
      Timing of Distributions                                     |         
|10.03
      Distribution of Voluntary and Voluntary Deductible Accounts |         
|10.04
      Domestic Relations Order                                    |         
|10.05
      Minor or Incompetent Beneficiary                            |         
|10.06
      Related Employers                                           |         
|10.07
      Leased Employees                                            |         
|10.08
      Military Service                                            |         
|                                                                        |         
|ARTICLE XI, TOP-HEAVY PROVISIONS                                        |         
|11.01
      Requirements                                                |         
|11.02
      Determination of Top-Heavy Status                           |         
|11.03
      Aggregation Groups                                          |         
|11.04
      Definitions                                                 |         
|                                                                        |         
|ARTICLE XII, ROLLOVERS AND DIRECT
      TRANSFERS                       |         
|12.01
      Direct Transfers of Accounts                                |         



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|                                                       | Page No.
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|ARTICLE XIII, RIGHTS AND DUTIES OF TRUSTEE             |         
|13.01 Acceptance                                       |         
|13.02 Title and
      Possession                       |         
|13.03 Trustee Powers                                   |         
|13.04 Records                                          |         
|13.05 Compensation                                     |         
|13.06 Counsel                                          |         
|13.07 Notices to
      Trustee                         |         
|13.08 Obligations
      of Trustee                     |         
|13.09 Location of
      Participants and Beneficiaries |         
|13.10 Fiduciary
      Responsibility                   |         
|13.11 Court Action                                     |         
|13.12 Trustee Power
      to Act on Own                |         
|13.13 Removal or
      Resignation                     |         
|13.14 Investment
      Advisor Authority               |         
|13.15 Investment
      Advisor to Direct Trustee       |         
|13.16 Notices to
      Trustee                         |         
|13.17 Limitation
      on Trustee Liability            |         
|13.18 Reassumption
      of Duties by Trustee          |         
|13.19 Additional
      Terms                           |         
|                                                       |         
|ARTICLE XIV, FIDUCIARY RESPONSIBILITIES                |         
|14.01 Delegation                                       |         
|14.02 Multiple Fiduciary
      Capacity                |         
|14.03 Duties                                           |         
|14.04 Breach of
      Cofiduciary                      |         
|14.05 Prohibited
      Transactions                    |         
|14.06 Liability                                        |         
|                                                       |         
|ARTICLE XV, AMENDMENT AND TERMINATION                  |         
|15.01 Amendment
      or Termination                   |         
|15.02 Vesting Amendments                               |         
|15.03 Vesting and
      Distribution Upon Termination  |         
|15.04 Merger or
      Consolidation                    |         
|15.05 Continuation
      of Plan by Successor          |         
|                                                       |         
|ARTICLE XVI, MISCELLANEOUS                             |         
|16.01 Employment
      Relationship                    |         
|16.02 Adoption By
      Subsidiary Corporation         |         
|16.03 Assignment
      and Alienation                  |         
|16.04 Missing Persons                                  |         
|16.05 Claims Procedure                                 |         
|16.06 Plan as Transferee                               |         
|16.07 Action by
      Employer                         |         
|16.08 State Law                                        |         
|16.09 Word Usage                                       |         
|                                                       |         
|ARTICLE XVII, EGTRRA AMENDMENTS                        |         
|17.01 Preamble                                         |         
|17.02 Maximum Annual
      Addition                    |         
|17.03 Increase in
      Compensation Limit             |         
|17.04 Modification
      of Top Heavy Rules            |         
|17.05 Direct Rollovers
      of Plan Distributions     |         



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DUCKWALL-ALCO
  STORES, INC. 
  PROFIT SHARING PLAN AND TRUST
  AMENDED AND RESTATED 
  AS OF DECEMBER 31, 2002

AGREEMENT,
  made and entered into this 29th day of November, 1999, by and between Duckwall-Alco
  Stores, Inc. and certain of its subsidiaries (hereinafter collectively referred
  to as the Employer), party of the first part, and INTRUST Bank,
  N.A. (hereinafter referred to as Trustee), party of the second part:

WHEREAS,
  the Board of Directors of the Employer has heretofore authorized the adoption
  of the restated Profit Sharing Plan embodied herein for the benefit of its eligible
  Employees in accordance with the terms and conditions hereinafter set forth;
  and

WHEREAS,
  the restated Plan shall be effective for the Plan Year beginning February 1,
  2000, and is a restatement and continuation of the Plan as originally adopted
  December 7, 1970; and

WHEREAS,
  the Plan has been drafted with the intention that it serve as a Plan qualifying
  under Internal Revenue Code . 401(a); that it will comply with all applicable
  provisions and requirements of the Employee Retirement Income Security Act of
  1974; and that it will in all respects be interpreted and implemented in a manner
  consistent with the provisions and requirements of that Act and regulations
  issued thereunder.

NOW,
  THEREFORE, THIS AGREEMENT WITNESSETH:

That
in order to implement such Plan, the parties hereto agree as follows:

ARTICLE I
  
  DEFINITIONS

As
used in this Agreement and in any amendments thereto, the following terms shall have the
following meanings unless the context clearly indicates or requires otherwise:

1.01
 ACT.   Act shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.02
 ANNIVERSARY DATE.    Anniversary Date shall mean the last day of each Plan Year.

1.03
 ANNUAL ADDITION.     Annual Addition shall mean the sum for any Plan Year of:

| | (a) | Employer
contributions allocated to a Participant for that Plan Year; plus
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| | (b) | forfeitures
allocated to a Participant for that Plan Year.
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Except to the extent provided in
Treasury regulations, Annual Additions include excess contributions described in Code "
401(k), excess aggregate contributions described in Code . 401(m) and excess deferrals
described in Code . 402(g), irrespective of whether the Plan distributes or forfeits such
excess amounts. Annual Additions also include excess amounts reapplied to reduce Employer
contributions, if any. Amounts allocated after March 31, 1984, to an individual medical
account (as defined in Code . 415(1)(2)) included as part of a defined benefit plan
maintained by the Employer are Annual Additions. Furthermore, Annual Additions include
contributions attributable to post-retirement medical benefits allocated to the separate
account of a Key Employee (as defined in Code . 419A(d)(3)) under a welfare benefit fund
(as defined in Code . 419(e)) maintained by the Employer, but only for purposes of the
dollar limitation applicable under Code . 415.

1.04
BENEFICIARY. Beneficiary shall mean a person designated by a Participant or the
Committee who is or may become entitled to a benefit under the Plan.



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1.05
 CODE.   Code  shall mean the Internal Revenue Code of 1986, as amended.

1.06
COMMITTEE. Committee shall mean the administrative committee hereinafter named to
assist the Plan Administrator with the administration of the Plan.

1.07
COMPENSATION. Compensation shall mean all compensation paid during the Plan Year,
including bonuses, commissions, and overtime, but exclusive of the following:

| | (a)
Employer contributions to this Plan or any other plan of          deferred compensation
which are not included in the Employees gross          income for the taxable year in
which contributed or Employer          contributions under a simplified employee pension
plan to the extent          such contributions are deductible by the Employee, or any
distributions          from a plan of deferred compensation.
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| | (b)
Amounts realized from the exercise of a nonqualified stock          option, or when
restricted stock (or property) held by the Employee          either becomes freely
transferable or is no longer subject to a          substantial risk of forfeiture.
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| | (c)
Amounts realized from the sale, exchange, or other          disposition of stock acquired
under a qualified stock option.
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| | (d)
Other amounts which receive special tax benefits, such as          premiums for group
term life insurance (but only to the extent that the          premiums are not includable
in the gross income of the Employee).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Committee shall take
  into account only the first $160,000 (or such indexed higher amount permitted
  by the Code) of any Participants Compensation. Notwithstanding the foregoing,
  if a Participant becomes eligible to participate on other than the first day
  of a Plan Year, Compensation of said Participant shall include only that Compensation
  paid between said eligibility date and the end of said Plan Year. Notwithstanding
  the foregoing exclusions, Compensation shall include amounts excludable
  from the Employees gross income under Code §§ 125, 132(f)(4),
  402(e)(3), 402(h)(2), 403(b), 408(p) and 457 and contributed by the Employer,
  at the Employees election, to a cafeteria plan, a qualified transportation
  fringe benefit plan, a 401(k) arrangement, a SARSEP, a tax-sheltered annuity,
  a SIMPLE plan or a Code §§ 457 plan.

1.08
CONTRIBUTION ACCOUNT. Contribution Account shall mean an account established by the
Committee in the name of each Participant with respect to his Plan interest. Such account
shall reflect that Participants allocated share of the Employers contributions,
together with the earnings and valuation adjustments made with respect thereto.

1.09
DISABILITY. Disability shall mean a physical or mental incapacity resulting from a
personal injury or sickness which renders a Participant incapable of engaging in his
normal employment activities because of a medically determinable impairment which can be
expected to continue for life or result in death. A determination of disability shall be
made by the Committee and evidenced by a certificate of a reputable doctor selected by
the Committee. All participants in similar circumstances shall be treated equally.

1.10
EARLY RETIREMENT DATE. Early Retirement Date shall mean the date a Participants
attains age 60 or completes 35 years of service, whichever occurs earlier.

1.11
ELIGIBILITY YEAR OF SERVICE. Eligibility Year of Service shall mean a 12 consecutive
month period beginning with the date the Employee first performs an Hour of Service for
the Employer, or an anniversary date thereof, during which the Employee has not less than
1,000 Hours of Service. Said Eligibility Year of Service may not be completed before the
expiration of said 12-month period.

1.12
 EMPLOYEE.   Employee  shall mean an employee of the Employer.



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1.13
HIGHLY COMPENSATED EMPLOYEE. Highly Compensated Employee means an Employee who, during
the Plan Year or during the preceding Plan Year, is a more than 5% owner of the Employer
(applying the constructive ownership rules of Code . 318, and applying the principles of
Code . 318, for an unincorporated entity); or who, during the preceding Plan Year has
Compensation in excess of $80,000 (as adjusted by the Commissioner of Internal Revenue
for the relevant year) and, if the Employer elects, was part of the top-paid 20% group of
Employees (based on Compensation for the preceding Plan Year). The Committee must make
the determination of who is a Highly Compensated Employee, including the determinations
of the number and identity of the top paid 20% group, consistent with Code . 414(q) and
regulations issued under that Code Section. The Employer may make a calendar year data
election to determine the Highly Compensated Employees for the Plan Year, as prescribed
by Treasury regulations or by other guidance published in the Internal Revenue Bulletin.
A calendar year data election must apply to all plans of the Employer which reference the
highly compensated employee definition in Code . 414(q).

1.14
 HOUR OF SERVICE.   Hour of Service  shall mean an hour of service rendered to the
Employer by the Employee.  More specifically, an hour of service shall be awarded as
follows:

| | (a)
An hour of service is each hour for which an Employee is          paid, or entitled to
payment, for the performance of duties for the          Employer during the applicable
computation period.
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| | (b)
An hour of service is each hour for which an Employee is          paid, or entitled to
payment, by the Employer on account of a period of          time during which no duties
are performed (irrespective of whether the          employment relationship has
terminated) due to vacation, holiday,          illness, incapacity (including disability)
layoff, jury duty, military          duty, or leave of absence. Notwithstanding the
preceding sentence:
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| | (i)
No more than 501 hours of service are required to                   be credited under
subparagraph (b) to an Employee on account                   of any single continuous
period during which the Employee                   performs no duties (whether or not
such period occurs in a                   single computation period).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
An hour for which an Employee is directly or                   indirectly paid, or
entitled to payment, on account of a                   period during which no duties are
performed is not required to                   be credited to the Employee if such
payment is made or due                   under a plan maintained solely for the purpose
of complying                   with applicable workmens compensation, or unemployment or
                  disability insurance laws.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
Hours of service are not required to be                   credited for a payment which
solely reimburses an Employee for                   medical or medically related expenses
incurred by the                   Employee.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (c)
An hour of service is each hour for which back pay,          irrespective of mitigation
of damages, is either awarded or agreed to          by the Employer. The same hours of
service shall not be credited both          under subparagraph (a) or subparagraph (b),
as the case may be, and          under this subparagraph.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
Hours of service described in subparagraph (a) above shall          be credited to the
computation period in which the duties are          performed. Hours of service described
in subparagraph (b) above shall          be credited to the computation period or
computation periods in which          the period during which no duties are performed
occurs, beginning with          the first unit of time to which the payment relates.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (e)
Effective December 12, 1994, an hour of service also          includes any Service of
Plan must credit in order to satisfy the          crediting of service requirements of
Code . 414(u) relating to          qualified military service.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)
The provisions of Department of Labor Regulations          2530.200b-2(b) and (c) are
hereby incorporated by reference into this          definition.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

1.15
NET PROFIT. Net Profit shall mean the taxable income of the Employer for Federal income
tax purposes for its current Plan Year, but before any deduction for the Employers
contribution under this Plan and before any deduction for state income taxes.

1.16
 NORMAL RETIREMENT DATE.   Normal Retirement Date  shall mean the date the Participant
attains  age 65.

1.17
ONE-YEAR BREAK IN SERVICE. One-Year Break in Service shall mean  any Plan Year during
which a Participant has not completed more than 500 Hours  of Service for the Employer.
Further, solely for the purpose of determining  whether a Participant has incurred a
One-Year Break in Service, Hours of  Service shall be recognized for authorized leaves
of absence and maternity  and paternity leaves of absence. Authorized leave of
absence means an  unpaid, temporary cessation from active employment with the Employer
pursuant  to an established nondiscriminatory policy, whether occasioned by illness,
 military service, or any other reason. A maternity or paternity leave of  absence
shall mean an absence from work for any period by reason of the  Employees pregnancy,
birth of the Employees child, placement of a child with  the Employee in connection with
the adoption of such child, or any absence for  the purpose of caring for such child for
a period immediately following such  birth or placement. For this purpose, Hours of
Service shall be credited for  the computation period in which the absence from work
begins, only if credit  therefor is necessary to prevent the Employee from incurring a
One-Year Break  in Service, or, in any other case, in the immediately following
computation  period. The Hours of Service credited for a maternity or paternity leave of
 absence shall be those which would normally have been credited but for such  absence,
or, in any case in which the Committee is unable to determine such  hours normally
credited, eight Hours of Service per day. The total Hours of  Service required to be
credited for a maternity or paternity leave of absence  shall not exceed 501.

1.18
PARTICIPANT. Participant shall mean an Employee of the Employer  who is eligible under
the criteria hereinafter set forth to participate in the  benefits of the Plan.

1.19
 PLAN.   Plan  shall mean this Profit Sharing Plan and Trust and any amendments
thereto.

1.20
PLAN ADMINISTRATOR. Plan Administrator is the Employer unless the Employer designates
another person to hold the position of Plan Administrator. In addition to its other
duties, the Plan Administrator has full responsibility for compliance with the reporting
and disclosure rules under the Act. The Plan Administrator shall be the named fiduciary
under the Act.

1.21
PLAN YEAR. Plan Year shall mean the period which corresponds to the Employers fiscal
year ending on the Sunday closest to the last day in January of each year.

1.22
VESTING YEAR OF SERVICE. Vesting Year of Service shall mean a 12 consecutive month
period which coincides with the Plan Year and during which the Employee has not less than
1,000 Hours of Service. Said Year of Service shall be completed at such time as the
Employee performs 1,000 Hours of Service during said 12-month period.

1.23
VOLUNTARY ACCOUNT. Voluntary Account shall mean an account established by the Committee
in the name of each Participant who in prior Plan Years made after-tax voluntary
contributions to the Plan. Such contributions are no longer permitted. Such account shall
reflect that Participants nondeductible voluntary contributions, together with the
earnings and valuation adjustments made with respect to the Participants voluntary
account.



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1.24
VOLUNTARY DEDUCTIBLE ACCOUNT. Voluntary Deductible Account shall mean an account
established by the Committee in the name of each Participant who in prior Plan Years made
voluntary deductible Employee contributions to the Plan. Such contributions are no longer
permitted. Such account shall reflect that Participants prior voluntary deductible
Employee contributions, together with the earnings and valuation adjustments made with
respect to said account.

ARTICLE II
  
  ADMINISTRATIVE COMMITTEE

2.01
MEMBERS. The Employer shall appoint the Committee, which shall consist of from three to
six members. Committee members shall serve at the pleasure of the Board of Directors of
the Employer. Members of the Committee may or may not be Participants under the Plan.
Vacancies in the Committee arising by resignation, retirement, death, removal, or
otherwise, shall be filled by the Board of Directors of the Employer. The Trustee shall
be notified in writing of the membership of the Committee and of any change in membership.

2.02
POWERS. The Committee shall be charged with the general administration of this Plan, and
it shall have all powers which may be necessary to discharge such duties, including, but
not by way of limitation, the power to interpret and construe this Plan, to determine all
questions of eligibility and the status and rights of Participants hereunder and in
general, and to decide any dispute arising hereunder, subject to the claims procedure
contained in this Plan. In any instance where the Committee may exercise its discretion,
such discretion shall be uniformly and consistently applied to all Employees in similar
circumstances, and in no event shall the Committee discriminate in favor of Highly
Compensated Employees.

2.03
LIQUIDITY NEEDS. The Committee shall, from time to time, and at least annually, review
the anticipated future liquidity needs of the Plan and shall thereafter furnish the
Trustee such information as is necessary to permit the Trustee to coordinate Plan
investments with anticipated cash obligations of the Plan.

2.04
REPORTING REQUIREMENTS. The Committee shall be charged with the record keeping,
notification, publication and reporting requirements imposed by the Act.

2.05
RECORDS. The Committee shall maintain such accounting records and such other records on
matters involved in the various descriptions and reports required to be prepared and
filed as will provide in detail the necessary basic information from which the documents
thus required may be verified, explained, or clarified and checked for accuracy and
completeness. Such records shall include books, accounts, vouchers, worksheets, receipts,
and resolutions, and the Committee shall keep such records available for at least six
years after the filing of the documents to which such information relates.

2.06
COMMITTEE ACTION. The Committee shall act by a majority of its members at the time in
office and such action may be taken either by a vote at a meeting or in writing without a
meeting. The Committee may by such majority action authorize any one or more of its
members to execute any document or documents on behalf of the Committee in which event
the Committee shall notify the Trustee in writing of such action and the name or names of
its members so designated and the Trustee thereafter shall accept and rely upon any
document executed by such member or members as representing action by the Committee until
the Committee shall file with the Trustee a written revocation of such designation. All
notices, instructions, and information furnished the Trustee shall be in writing.

2.07
COMPENSATION. The members of the Committee shall serve without compensation but shall be
paid from Trust assets for any expenses incurred in the discharge of their duties as such
unless the Employer chooses to pay said expenses directly.

2.08
DELEGATION OF DUTIES. The Committee may, from time to time, and in its discretion,
arrange to have the Trustee or another qualified party assume its ministerial duties and
functions hereunder; provided, that the Committee may not delegate responsibilities and
duties that require the exercise of the Committees discretion in the administration of
the Plan. In the event the Committee does so delegate its duties or any of them, the
Employer shall pay all reasonable expenses incurred as a result of such delegation.



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2.09
SELF INTEREST. If the Committee consists of more than one member, a member of the
Committee shall not vote or act upon any matter relating solely to himself.

2.10
BONDING. The Employer shall secure fidelity bonds in favor of the Plan on the members of
the Committee to the extent required by the Act.

2.11
INDEMNIFICATION. The Employer shall indemnify the Committee or any member thereof and
those to whom the Committee has delegated fiduciary duties (except the Trustee) against
any and all claims, loss, damages, expense, and liability arising from their
responsibilities in connection with the Plan, unless the same is determined to be due to
gross negligence or willful misconduct.

ARTICLE III
  
  EMPLOYEES ENTITLED TO PARTICIPATE

3.01
ELIGIBILITY FOR PARTICIPATION. Each Employee of the Employer shall qualify as a
Participant on the earliest first day of a Plan Year or August 1 following the date the
Participant attains the age of 18 or completes one Eligibility Year of Service, whichever
is later.

3.02
REHIRE. Once an Employee satisfies the eligibility requirements, then notwithstanding
termination of employment, said Employee shall be immediately eligible to participate
upon reemployment as of the reemployment commencement date. There shall be no break in
service rules as applicable to eligibility or participation.

3.03
NOTIFICATION OF COMMITTEE. As soon as practicable at or after the end of each Plan Year,
the Employer shall transmit to the Committee a certified list of all Employees entitled
to participate in the Plan as of such date. Such certified list shall contain the names
of all Participants for whom the contribution was made, the amount of each Participants
Compensation during the Employers Plan Year then ending, and such other information as
the Committee may require.

ARTICLE IV
  
  CONTRIBUTIONS TO THE TRUSTEE

4.01
EMPLOYER DISCRETIONARY CONTRIBUTIONS. For each Plan Year, the Employer shall contribute
to the Trustee a portion of the Net Profit or accumulated Net Profit of the Employer as
determined each year by resolution of the Board of Directors of the Employer. Such
contribution shall be in an amount not more than 20% of such Net Profit or accumulated
Net Profit. In addition, the amount of such contribution shall not be in excess of 15% of
compensation otherwise paid or accrued to all participating employees of the Employer.
The annual contribution to be paid by each adopting employer shall be in the same ratio
to the total annual contribution to be paid by the Employer as the ratio of the annual
Compensation of the Participants of that employer bears to the total annual Compensation
of all Participants of the Employer. If any adopting employer is prevented from making a
contribution which it would otherwise have made under the Plan, by reason of having no
current or accumulated Net Profit or because such Net Profit is less than the
contributions which it would otherwise have made, then so much of the contribution which
such employer was so prevented from making shall be made, for the benefit of the
Participants of such employer, by the other employers, to the extent of their current or
accumulated Net Profit. Contributions made under the preceding sentence on behalf of one
of the employers hereunder shall be paid and deducted by the employers making such
contribution in the ratio that a contributing employers current and accumulated Net
Profit after its own contribution bears to the total current and accumulated Net Profit
of all contributing employers after their own contributions.

4.02
TIMING. Payments on account of the contributions due from the Employer may be made at any
time and from time to time, but payment due for any Plan Year shall be completed on or
before the time prescribed by law for filing the Federal income tax return for such Plan
Year (including extensions thereof).



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4.03
ANNUAL ADDITION LIMITATION. Notwithstanding the provisions concerning contributions to
the Plan by the Employer and by the Participants, there shall be an overall limitation on
the amount of the Annual Addition to this Plan and any other defined contribution plan
maintained by the Employer with respect to any Participant. This limitation shall be
based upon the Plan Year, and in no Plan Year may the Annual Addition to the Plan or
plans, as the case may be, with respect to any Participant exceed the lesser of (i)
$30,000 (or if greater for Plan Years beginning after December 31, 1994, 25% of the
dollar limit under Code . 415(d)) or (ii) 25% of that Participants Compensation for the
Plan Year. For Plan Year beginning after December 31, 1997, said limitation shall be the
lesser of (i) $30,000 (or if greater, the amount as adjusted under Code . 415(d)), or
(ii) 25% of the Participants Compensation for the Plan Year. If as a result of the
allocation of forfeitures, a reasonable error in estimating a Participants annual
Compensation or under other facts and circumstances, the Annual Addition for a particular
Participant would cause the limitation to be exceeded, the excess amount shall not be
deemed an Annual Addition if it is treated in accordance with the following:

| | (a)
The excess amount in the Participants account must be          allocated and reallocated
to other Participants in the Plan; however,          if the allocation or reallocation of
the excess amount pursuant to the          provisions of the Plan causes the Annual
Addition limitation to be          exceeded with respect to each Plan Participant for the
Plan Year, then          these amounts must be held unallocated in a suspense account. If
a          suspense account is in existence at any time during a particular Plan
         Year, other than the Plan Year described in the preceding sentence, all
         amounts in the suspense account must be allocated and reallocated to
         Participants accounts (subject to the Annual Addition limitation)
         before any Company contributions may be made to the Plan for that Plan
         Year.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
If a suspense account is in existence at any time during          the Plan Year in
accordance with subparagraph (a) above, investment          gains and losses and other
income shall not be allocated to the          suspense account.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.04
REVERSION. Notwithstanding anything to the contrary contained in this Plan as now
expressed or hereafter amended, it shall be impossible for any part of the corpus or
income of the trust to revert to the Employer or to be used for or diverted to any
purpose other than the exclusive benefit of the Participants, their Beneficiaries or
their estates.

ARTICLE V
  
  PARTICIPANTS ACCOUNTS

5.01
ALLOCATION OF EMPLOYER CONTRIBUTION. The amounts contributed annually by the Employer
shall be allocated by the Committee to the accounts of those Participants eligible for
allocation as of the Anniversary Date in the ratio that each Participants Compensation
for the Plan Year bears to the total Compensation of all Participants for the Plan Year.
For the purpose of this Section 5.01, Compensation shall exclude:

| | (a)
fringe benefits (cash and non-cash),
| | ----------------------------------------

| | (b)
reimbursement for expenses, and
| | -----------------------------------

| | (c)
bonuses, except for bonuses paid pursuant to a regular          established plan or
Christmas bonus.
| | --------------------------------------------------------------------------------------------------------

5.02
FORFEITURE ALLOCATIONS. In the event of resignation or discharge, any amounts forfeited
during the Plan Year pursuant to the provisions of ARTICLE IX shall, as of the
Anniversary Date of the Plan Year in which the forfeiture occurs, be charged against the
Contribution Account sustaining the forfeiture and shall be allocated among the
Participants in the manner provided in Section 5.01 with respect to Employer
contributions under Section 4.01.

5.03
ELIGIBILITY FOR ALLOCATIONS. A Participant who has failed to complete at least 1,000
Hours of Service during a Plan Year shall not share in the allocations of Employer
contributions for said Plan Year.



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5.04
PARTICIPANT DIRECTION OF INVESTMENT. Each Participant shall direct the Trustee with
respect to the investment or re-investment of the assets comprising the Participants
Account(s) from among investment funds selected by the Trustee. If a Participant fails to
make such directed investments, the Trustee shall invest the Account(s) of the
Participant in the Trustees discretion. The Trustee will accept direction from each
Participant on a written election form (or other written agreement), as a part of this
Plan, containing such conditions, limitations and other provisions the parties deem
appropriate. A Participant may direct investments or change investments at least
quarterly and at such more frequent times as the Committee may permit. The Trustee or,
with the Trustees consent, the Committee, may establish written procedures, incorporated
specifically as part of this Plan, relating to Participant direction of investment under
this Section. All commissions and investment expenses attributable to a Participants
direction of investment shall be charged directly to the Participant directed Account(s).
All earnings and losses associated with each Account shall be posted directly to said
Account. Each said Account shall be valued at least quarterly and at such more frequent
times as the Committee shall direct. The Trustee is not liable for any loss, nor is it
liable for any breach, resulting from a Participants direction of the investment of any
part of the Participant directed account. A Beneficiary shall succeed to a Participants
duty to direct investment of the Participants Account(s).

ARTICLE VI
  
  RETIREMENT BENEFITS

6.01
RETIREMENT. Any Participant shall be entitled to retire on or after his Normal Retirement
Date. A Participant may continue in the active service of the Employer beyond his Normal
Retirement Date and Employer contributions shall continue to be made on his behalf for
Plan Years following his Normal Retirement Date until such time as he actually retires.
Benefits shall not commence until after retirement occurs.

6.02
PAYMENT OF BENEFITS. Upon actual retirement, the Participant shall be fully vested in all
Accounts, and the total balance to the retiring Participants credit shall be distributed
in a lump sum within an administratively practicable time after the end of the Plan Year
in which retirement occurs; provided, however, if the Participant has fewer than 1,000
Hours of Service in the year of retirement, said benefits shall be distributed within an
administratively practicable time after retirement occurs.

6.03
REQUIRED BEGINNING DATE. Notwithstanding anything in this Plan to the contrary,
distribution to a Participant must commence by the April 1 following the close of the
calendar year in which the Participant attains age 70 . if the Participant is a more than
5% owner with respect to the Plan Year ending in that calendar year. For any other
Participant, said distribution must commence by the April 1 following the close of the
calendar year in which the Participant separates from Service or, if later, the April 1
following the close of the calendar year in which the Participant attains age 70 ". Upon
attaining age 70 . and until retirement, a Participant has a continuing election to
receive all or any portion of the Participants benefits. A Participant only may make one
withdrawal per Plan Year. In addition, any special election under Section 242(b)(2) of
the Tax Equity and Fiscal Responsibility Act of 1982 to delay the commencement of
benefits until actual retirement shall be recognized under this Plan.

ARTICLE VII
  
  DISABILITY BENEFITS

7.01
DISABILITY. A disabled Participant or former Participant shall be deemed to have retired
from service and shall accordingly be entitled to the benefits stated, and in the same
manner provided, in ARTICLE VI, with the date on which such Disability is certified to
the Committee substituted for the date of retirement.

7.02
ADVANCES. The Committee may direct the Trustee to distribute advances from a disabled
Participants Accounts to or for the benefit of a disabled Participant during the
intervening period between certification of Disability and the start of benefit payments
if the Committee, in its sole discretion, deems it necessary and advisable.



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ARTICLE VIII
  
  DEATH BENEFITS

8.01
BENEFICIARIES. In the case of the death of a Participant or former Participant, the
deceased Participant shall be fully vested and the total balance to the Participants
credit shall be paid by the Trustee as a death benefit to his designated surviving
Beneficiary, if any, or if there be none, to his executor or administrator, or if no such
executor or administrator is appointed by the time said distribution is to commence, to
such one or more of the Participants spouse, blood relatives, or dependents, as the
Committee may appoint. Designation of a Beneficiary shall be made in writing by the
Participant on a form provided by the Committee and filed with it, and shall not be
effective unless and until it is so filed prior to the death of the Participant. Such a
designation may be made or changed at any time.

8.02
METHOD AND TIMING. Death benefits shall be paid in a lump sum within an administratively
practicable time after the end of the Plan Year in which death occurs; provided, however,
if the Participant has fewer than 1,000 Hours of Service in the year of death, said
benefits shall be distributed within an administratively practicable time after the date
of death. The Committee may direct the Trustee to distribute advances from a deceased
Participants Account to or for the benefit of the designated surviving Beneficiary
during the intervening period between death and the start of benefit payments if the
Committee, in its sole discretion, deems it necessary and advisable.

8.03
MARRIED PARTICIPANTS. Notwithstanding the preceding provisions of this ARTICLE VIII, a
married Participants total Plan benefits shall automatically be paid to the
Participants surviving spouse, unless the surviving spouse consents in writing to
another designated Beneficiary. Said consent must be in writing, must acknowledge the
effect of such election, and must be witnessed by a Committee member or a notary public.

ARTICLE IX
  
  BENEFITS UPON RESIGNATION OR DISCHARGE

9.01
GENERAL. In the case of resignation or discharge of a Participant (for reasons other than
retirement, death, or disability) the terminated Participants benefits shall be
determined under this ARTICLE IX.

9.02
VESTING. A Participant shall always be fully vested in the Participants Voluntary
Account and Voluntary Deductible Account. The vested percentage of a Participants
Contribution Account shall be determined under the following schedule:

|Number of Vesting
Years of Service | Percent
Vested
|---------------------------------- | --------------
|1                                  |               
|Less than 2                        |               
|3                                  |               
|4                                  |               
|5                                  |               
|6                                  |               
|7                                  |               

Provided, that notwithstanding any
other provisions of this Plan to the contrary, each Participant shall become 100% vested
upon the attainment of age 65 regardless of the number of Vesting Years of Service
performed. In addition, in the event of involuntary termination due to the closing of any
store operated by the Employer, said terminated Participant shall be 100% vested.

9.03
REHIRE BEFORE BENEFITS PAID. If the Participant is rehired before the distribution
occurs, no distribution shall be made and the Participant shall be treated as if no
resignation or discharge had occurred.

9.04
METHOD AND TIMING. Subject to the provisions of Section 10.01, as of the end of the Plan
Year in which the termination occurs, the Committee shall direct that the vested balance
in the terminated Participants



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Accounts shall be paid in a lump sum
to the Participant within an administratively practicable time after the end of the Plan
Year in which such termination occurs; provided, however, if the Participant has fewer
than 1,000 Hours of Service in the year of resignation or discharge, said benefits shall
be distributed within an administratively practicable time following resignation or
discharge.

9.05
CASHOUT AND BUYBACK RULES. If a terminated Participant received a distribution of his
vested account balance, known as a cashout distribution, under the terms of this ARTICLE
IX prior to incurring five consecutive One-Year Breaks in Service, which distribution was
less than 100% of said account balance, and said terminated Participant is subsequently
re-employed, the Participant may repay the full amount of the cashout distribution (but
not less than the full amount) to the trust; provided, that said repayment must be made
prior to the earlier of the close of the Plan Year in which the terminated Participant
incurs five consecutive One-Year Breaks in Service, or five years after the date on which
the Participant is re-employed. If the Participant makes the repayment, the Committee
shall restore his account balance to the same dollar amount as the dollar amount of his
account balance as of the valuation date with respect to which the original distribution
was made, unadjusted for any gains or losses occurring subsequent to that valuation date.
To restore the Participants account balance, the Committee, to the extent necessary,
shall allocate to the Participants account:

| | (a)
first, the amount, if any, of Participant forfeitures the          Committee would
otherwise allocate under the Plan;
| | -------------------------------------------------------------------------------------------------------------------------

| | (b)
second, the amount, if any, of the Plan net income or gain          for the Plan Year; and
| | ----------------------------------------------------------------------------------------------

| | (c)
third, the Employer contribution for the Plan Year to the          extent made under a
discretionary formula, if any.
| | -------------------------------------------------------------------------------------------------------------------------

To the extent the amounts available
for restoration for a particular Plan Year are insufficient to enable the Committee to
make the required restoration, the Employer shall contribute, without regard to any
requirement or condition of ARTICLE IV, such additional amount as is necessary to enable
the Committee to make the required restoration. The Committee shall not take into account
the allocations under this Section in applying the limitation on allocations under
ARTICLE IV.

9.06
DEEMED CASHOUT. A 0% vested Participant is a Participant whose Contribution Account is
entirely forfeitable at the time of the Participants separation from service. If the
Participant is not entitled to an allocation of Employer contributions for the Plan Year
in which the Participant has a separation from service, the Committee will apply a deemed
cashout rule under which a 0% vested Participant is treated as if the Participant had
received a cashout distribution on the date of the Participants separation from service
for purposes of Section 9.05 above. If the Participant is entitled to an allocation of
Employer contributions or Participant forfeitures for the Plan Year in which the
Participant has a separation from service, the Committee will apply the deemed cashout
rule as if the 0% vested Participant received a cashout distribution on the first day of
the first Plan Year beginning after the Participants separation from service. For
purposes of applying the restoration provisions of Section 9.05 above, the Committee will
treat the 0% vested Participant as repaying the cashout distribution on the first date
of the Participants re-employment with the Employer.

9.07
TIMING OF FORFEITURES. A Participants forfeiture, if any, of said Participants account
balance derived from Employer contributions shall occur as of the Anniversary Date with
respect to which the Participant receives a distribution, or deemed cashout under Section
9.06 above, of the vested percentage of the Participants account balance as a result of
the Participants termination of participation in the Plan.

ARTICLE X
  
  GENERAL BENEFIT AND PARTICIPATION PROVISIONS

10.01
PARTICIPANT CONSENT. Notwithstanding the provisions in ARTICLES VI, VII and IX, if at the
time the Trustee is to pay benefits the Participant has not attained the Normal
Retirement Date and the present value of the Participants total vested benefits is
greater than $3,500, the Participant must consent in writing to the Committees
direction to the Trustee to distribute. For Plan Years beginning after August 5, 1997,
the dollar limit



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shall be increased from $3,500 to
$5,000. If the Participant shall withhold said consent, no distribution may be made until
the Participant attains the later of the Normal Retirement Date or age 62, at which time
the Participant shall be paid as provided in Section 9.04. For purposes of the consent
requirement above, if the present value of the Participants benefits at the time of any
distribution requires consent, all subsequent Plan distributions to the Participant shall
also require consent. These provisions shall also apply in the event of Plan termination.

10.02
TIMING OF DISTRIBUTIONS. Notwithstanding anything to the contrary in this Plan, unless
the Participant otherwise elects, the payment of benefits under the Plan will begin not
later than the 60th day after the close of the Plan Year in which the latest of the
following occurs:

| | (a)
The date on which the Participant attains age 65.
| | -----------------------------------------------------

| | (b)
The date on which the Participant terminates service with the Employer.
| | ---------------------------------------------------------------------------

10.03
DISTRIBUTION OF VOLUNTARY ACCOUNTS AND VOLUNTARY DEDUCTIBLE ACCOUNTS. In addition to
Voluntary Account and Voluntary Deductible Account distributions resulting from
retirement, disability, death, resignation or discharge, a Participant may make
withdrawals from said Account(s) at any time. The Trustee shall distribute the Account
balance, or any portion thereof, to the requesting Participant within 30 days from the
end of the month in which an application for withdrawal is made.

10.04
DOMESTIC RELATIONS ORDER. Nothing contained in this Plan shall prevent the Trustee, in
accordance with the direction of the Committee, from complying with the provisions of a
qualified domestic relations order (as defined in Code . 414 (p)). Distribution to an
alternate payee under a qualified domestic relations order may be made at any time,
irrespective of whether the Participant has attained his earliest retirement age (as
defined under Code . 414(p)) under the Plan. A distribution to an alternate payee prior
to the Participants attainment of earliest retirement age may be made only upon the
following two conditions:

| | (a)
The order must specify distribution at that time or permit          an agreement between
the Plan and the alternate payee to authorize an          earlier distribution.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
In the event the present value of the alternate payees          benefits under the Plan
exceeds the applicable dollar limit under          Section 10.01, the alternate payee
must consent to any distribution          occurring prior to the Participants attainment
of earliest retirement          age.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Nothing in this Section gives a
Participant a right to receive distribution at a time otherwise not permitted under the
Plan nor does it permit the alternate payee to receive a form of payment not otherwise
permitted under the Plan. Upon receiving a domestic relations order, the Committee shall
promptly notify the Participant and any alternate payee named in the order, in writing,
of the receipt of the order and the Plans procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the domestic
relations order, the Committee shall determine the qualified status of the order and
shall notify the Participant and each alternate payee, in writing, of its determination.
The Committee shall provide notice under this Section by mailing to the individuals
address specified in the domestic relations order, or in a manner consistent with
Department of Labor regulations.

10.05
MINOR OR INCOMPETENT BENEFICIARY. If any person to whom a benefit is payable is an
infant, or if the Committee determines that any person to whom a benefit is payable is
incompetent by reason of mental or physical disability, the Committee shall have power to
cause the payment coming due to such person to be made to another, for his benefit,
without the responsibility of the Committee or the Trustee to see to the application of
such payments. Payments made pursuant to such power shall operate as a complete discharge
of the responsibility of the trust fund and the Committee and the Trustee.

10.06
RELATED EMPLOYERS. A related group is a controlled group of corporations (as defined in
Code . 414(b)), trades or businesses (whether or not incorporated) which are under common
control (as defined in Code . 414(c)) or an affiliated service group (as defined in Code
" 414(m) or in Code . 414(o)). If the Employer is a member of a related group, the term
Employer includes the related group members for purposes of crediting Hours of Service,
determining Years of Service and Breaks in Service, discrimination and coverage testing,
applying



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the limitations on allocations,
applying the top-heavy rules and the minimum allocation requirements, the definitions of
Employee, Highly Compensated Employee, Compensation and Leased Employee, and for any
other purpose required by the applicable Code section or by a Plan provision. However, an
Employer may contribute to the Plan only by being signatory to this Plan. If one or more
of the Employers related group members become signatory to this Plan, the term
Employer includes the participating related group members for all purposes of the Plan,
and Plan Administrator means the Employer that is the first Employer listed as
signatory to this Plan.

10.07
LEASED EMPLOYEES. The Plan treats a Leased Employee as an Employee of the Employer. A
Leased Employee is an individual (who otherwise is not an Employee of the Employer) who,
pursuant to a leasing agreement between the Employer and any other person, has performed
services for the Employer (or for the Employer and any persons related to the Employer
within the meaning of Code . 144(a)(3)) on a substantially full time basis for at least
one year and who performs such services under primary direction or control of the
Employer. If a Leased Employee is treated as an Employee by reason of this Section of the
Plan, Compensation includes Compensation from the leasing organization which is
attributable to services performed for the Employer.

10.08
MILITARY SERVICE. Effective December 12, 1994, and notwithstanding any provision in this
Plan to the contrary, the Plan will provide contributions and Service credit with respect
to qualified military service in accordance with Code . 414(u).

ARTICLE XI
  
  TOP-HEAVY PROVISIONS

11.01
REQUIREMENTS. The Top-Heavy provisions shall apply to each Plan  Year in which the Plan
is Top-Heavy, as defined below. Notwithstanding any  provisions of this Plan to the
contrary, the following provisions shall apply  to any Plan Year for which the Plan is
Top-Heavy:

| | (a)
Vesting. The following vesting schedule, if more rapid          than the existing
schedule, shall apply to said Plan Year and all          subsequent Plan Years. An
Employee has a vested right to a percentage          of his Contribution Account
determined under the following table:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Vesting Years of Service | Vested Percentage
|------------------------ | -----------------
|2                        |                  
|3                        |                  
|4                        |                  
|5                        |                  
|6 or more                |                  



| | (b)
Minimum Benefit. The Plan guarantees a minimum          contribution (subject to the
provisions of this ARTICLE) of 3% of          Compensation for each Non-Key Employee who
is a Participant employed by          the Employer on the Anniversary Date of the Plan
Year without regard to          Hours of Service completed during the Plan Year. The Plan
satisfies the          guaranteed minimum contribution for the Non-Key Employee if the
Non-Key          Employees contribution rate is at least equal to the minimum
         contribution. Code . 401(k) contributions by a Non-Key Employee may not
         be used to meet the minimum contribution. For purposes of this
         subparagraph, a Non-Key Employee Participant includes any Employee
         otherwise eligible to participate in the Plan but who is not a
         participant because his Compensation does not exceed a specified level.
         If the contribution rate for the Key Employee with the highest
         contribution rate is less than 3%, the guaranteed minimum contribution
         for Non-Key Employees shall equal the highest contribution rate
         received by a Key Employee; provided, that amounts contributed by
         salary reduction must be included in determining contributions made on
         behalf of Key Employees. In addition, each Non-Key Employee shall
         receive a minimum contribution regardless of whether the Employee
         declines to make any salary reduction contribution. The contribution
         rate is the sum of Employer contributions (not including Employer
         contributions to Social Security) and forfeitures allocated to the
         Participants account for the Plan Year divided by his Compensation for
         the Plan Year. For purposes of determining the contribution rate for a
         Key Employee, the Plan shall consider elective Code . 401(k)
         contributions by said Employee. To
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | determine
the contribution rate, the          committee shall consider all qualified Top-Heavy
defined contribution          plans maintained by the Employer as a single plan.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
Additional Contribution. If the contribution rate for the          Plan Year with respect
to a Non-Key Employee is less than the minimum          contribution, the Employer will
increase its contribution for such          Employee to the extent necessary so his
contribution rate for the Plan          Year will equal the guaranteed minimum
contribution. The Committee          shall allocate the additional contribution to the
account of the          Non-Key Employee for whom the Employer makes the contribution.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.02
DETERMINATION OF TOP-HEAVY STATUS. The Plan is Top-Heavy for a Plan Year if the Top-Heavy
ratio as of the Determination Date exceeds 60%. The Top-Heavy ratio is a fraction, the
numerator of which is the sum of the present value of Accrued Benefits of all Key
Employees as of the Determination Date, the contributions due as of the Determination
Date, and distributions made within the five Plan Year period ending on the Determination
Date, and the denominator of which is a similar sum determined for all Employees. The
Committee shall calculate the Top-Heavy ratio by disregarding the Accrued Benefit of any
Non-Key Employee who was formerly a Key Employee. The Committee shall calculate the
Top-Heavy ratio by disregarding the Accrued Benefit (including distributions, if any, of
the Accrued Benefit) of an individual who has not performed any services for the Employer
during the five Plan Year period ending on the Determination Date.

11.03
AGGREGATION GROUPS. If the Employer maintains other qualified plans (including a
simplified employee pension plan) this Plan is Top-Heavy only if it is a part of the
Required Aggregation Group, and the Top-Heavy ratio for both the Required Aggregation
Group and the Permissive Aggregation Group exceeds 60%. The Committee will calculate the
Top-Heavy ratio in the same manner as required above, taking into account all plans
within the Aggregation Group. To the extent the Committee must take into account
distributions to a Participant, the Committee shall include distributions from a
terminated plan which would have been part of the Required Aggregation Group if it were
in existence on the Determination Date. If an aggregated plan does not have a valuation
date coinciding with the Determination Date, the Committee shall value the Accrued
Benefits in the aggregated plan as of the most recent valuation date falling within the
12-month period ending on the Determination Date. The Committee shall calculate the
Top-Heavy ratio with reference to the Determination Dates that fall within the same year.

11.04
DEFINITIONS. For purposes of applying the Top-Heavy provisions of this ARTICLE, the
following definitions shall apply:

| | (a)
Accrued Benefits shall mean the total amount standing to          the credit of an
Employee under the Plan, and shall include aggregate          distributions from the Plan
during the five-year period ending on the          Determination Date.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
Employer shall mean all the members of a controlled          group of business entities
(within the meaning of Code . . 414(b), (c),          (m), (n) and (o)), of which the
Employer is a part; however, the          Committee shall not aggregate ownership
interests in more than one          member of a related group to determine whether an
individual is a Key          Employee because of his ownership interest in the Employer.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
Determination Date for any Plan Year is the Anniversary          Date of the preceding
Plan Year, or in the case of the first Plan Year          of the Plan, the Anniversary
Date of that Plan Year.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
Key Employee shall mean, as of any Determination Date,          any Employee or former
Employee (or Beneficiary of such Employee) who,          at any time during the Plan Year
(which includes the Determination          Date) or during the preceding four Plan Years,
is:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)
an officer (having annual Compensation in excess                   of 50% of the Code "
415(b)(1)(A) limitation (relating to                   defined benefit plans) in effect
for any such Plan Years) of                   the Employer;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (ii)
one of the Employees (having annual Compensation                   in excess of the Code
" 415(c)(1)(A) limitation (relating to                   defined contribution plans) in
effect for any such Plan Years)                   owning the 10 largest interests in the
Employer;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
a more than 5% owner of the Employer; or
| | ----------------------------------------------

| | (iv)
    a more than 1% owner of the Employer who has annual Compensation of more than
                  $150,000.
| | ------------------------------------------------------------------------------------------------------------------

| | The
constructive ownership rules of Code . 318 (or the principles of          that Section in
the case of an unincorporated Employer), will apply to          determine ownership in
the Employer. The number of officers taken into          account under clause (i) will
not exceed the greater of 3 or 10% of the          total number (after application of the
Code . 414(q) exclusions) of          Employees, but no more than 50 officers. The
Committee will make the          determination of who is a Key Employee in accordance
with Code .          416(i)(1) and the regulations under that Code section.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)
Non-Key Employee is an Employee who does not meet the          definition of Key
Employee.
| | ------------------------------------------------------------------------------------------------

| | (f)
Permissive Aggregation Group is the Required Aggregation          Group plus any other
qualified plans maintained by the Employer, but          only if such group would satisfy
in the aggregate the requirements of          Code . 401(a)(4) and Code . 410. The
Committee shall determine which          plan to take into account in determining the
Permissive Aggregation          Group.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)
Required Aggregation Group means:
| | ---------------------------------------

| | (i)
each qualified plan of the Employer in which at                   least one Key Employee
participates; and
| | --------------------------------------------------------------------------------------------------------------

| | (ii)
any other qualified plan of the Employer which                   enables a plan described
in (i) to meet the requirements of                   Code . 401(a)(4) or Code . 410.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ARTICLE XII
  
  DIRECT TRANSFERS

12.01
 DIRECT TRANSFERS OF ACCOUNTS.  Accounts of Participants may be transferred directly to
other qualified plans or individual retirement accounts under the following terms and
conditions:

| | (a)
Notwithstanding any provision of the Plan to the contrary          that would otherwise
limit a Distributees election under this          Section, a Distributee may elect, at
the time and in the manner          prescribed by the Committee, to have any portion of
an Eligible          Rollover Distribution paid directly to an Eligible Retirement
Plan          specified by the Distributee in a Direct Rollover.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
An Eligible Rollover Distribution is any distribution of          all or any portion of
the balance to the credit of the Distributee,          except that an Eligible Rollover
Distribution does not include any          distribution that is one of a series of
substantially equal periodic          payments (not less frequently than annually) made
for the life (or life          expectancy) of the Distributee or the joint lives (or
joint life          expectancies) of the Distributee and the Distributees designated
         beneficiary, or for a specified period of 10 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 is not
         includible in gross income (determined without regard to the exclusion
         for net unrealized appreciation with respect to employer securities).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
An Eligible Retirement Plan is 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,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | ------- | 

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| | that
accepts the Distributees          Eligible Rollover Distribution. However, in the case
of an Eligible          Rollover Distribution to the surviving spouse, an Eligible
Retirement          Plan is an individual retirement account or individual retirement
         annuity.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
A Distributee includes an Employee or former Employee.          In addition, the
Employees or former Employees surviving spouse and          the Employees or former
Employees spouse or former spouse who is the          alternate payee under a qualified
domestic relations order, as defined          in Section 414(p) of the Code, are
Distributees with regard to the          interest of the spouse or former spouse.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)
A Direct Rollover is a payment by the Plan to the          Eligible Retirement Plan
specified by the Distributee.
| | -----------------------------------------------------------------------------------------------------------------------

ARTICLE XIII
  
  RIGHTS AND DUTIES OF TRUSTEE

13.01
ACCEPTANCE. The Trustee hereby accepts the trust created hereunder and agrees to perform
the provisions of this Plan on its part to be performed.

13.02
TITLE AND POSSESSION. The Trustee shall take title, control, and management of the Plan
trust fund and shall hold, invest, and reinvest the same, together with the income
thereof, subject to the provisions of this ARTICLE.

13.03
TRUSTEE POWERS. The Trustee has full discretion and authority with regard to the
investment of the Trust Fund, except with respect to a Plan asset under the control or
direction of a properly appointed Investment Advisor or with respect to a Plan asset
properly subject to Participant direction of investment. The Trustee is authorized and
empowered, but not by way of limitation, with the following powers, rights and duties:

| | (a)
the power to invest in such bonds, common or preferred          stock, including shares
of open-end management type investment          companies, mutual funds, common trust
funds, real estate, notes,          mortgages, both real and personal, or such other
investments as in the          sole discretion of the responsible party is deemed
advisable, without          being restricted to securities commonly known as legal
investments for          trust funds; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
the power to hold investments in the name of the trust or          in the name of a
nominee with or without a disclosure of the trust; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
the power to retain in cash and keep unproductive of          income such amount of the
fund as the responsible party may deem          advisable, having regard for cash
requirements; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
the power to invest cash in deposits bearing a reasonable          rate of interest in
any bank or financial institution serving as          trustee hereunder; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)
the power to sell any such bonds, stocks, securities, real          estate, notes,
mortgages, or other investments at such times and at          such prices as in the
discretion of the responsible party is deemed          advisable; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)
the power to vote any stocks, bonds, or other securities          of any corporation or
other issuer at any time held in the trust, or          otherwise consent to or request
any action on the part of such          corporation or other issuer; give general or
special proxies or powers          of attorney with or without power of substitution; to
participate in          reorganizations, recapitalizations, consolidations, mergers and
similar          transactions with respect to such securities; to deposit such stocks or
         other securities in any voting trust, or with any protective or like
         committee, or with a trustee, or with depositories designated thereby;
         and to generally exercise any of the powers of an owner with respect to
         stock or other securities or property; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | ------- | 

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| | (g)
the power to invest up to 50% of the Plan assets in          qualifying employer
securities and/or qualifying employer real          property as those terms are
defined in Section 407(d) of the Act; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)
the power to invest and reinvest in any collective          investment fund (including
any collective investment fund maintained by          the Trustee, or an affiliate of the
Trustee, or any Investment Advisor,          as the same may have heretofore been or may
hereinafter be established          or amended), which consists solely of the assets of
the employee          benefit plans which are either qualified under the provisions of
         Section 401(a) of the Code and are exempt from tax under the provisions
         of Section 501(a) of the Code, or satisfy the requirements of Section
         414(d) of the Code; the investment of the assets of the trust in any
         such collective investment fund is hereby expressly authorized; and
         during such period of time as an investment through any such collective
         investment fund shall exist the declaration of trust of any such fund
         shall constitute a part of this Plan.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13.04
RECORDS. The Trustee shall keep accurate and detailed records of its administration of
the trust, which records shall be open to inspection at all reasonable times by a
Participant or by any person designated by the Committee or the Employer. Within 60 days
following the close of each Plan Year, or such other date as may be agreed upon between
the Trustee and the Employer, the Trustee shall file with the Employer and the Committee
a written statement and report setting forth all investments, receipts, and
disbursements, and other transactions affected by it during such Plan Year or other
period, and containing an exact description of all securities, properties, or other
investments purchased and sold, and the cost or net proceeds of sale, and showing the
securities, properties, and other investments held at the end of such Plan Year or other
period, indicating thereon both the cost of each item thereof as carried on the books of
the Trustee and their fair market value or cash value at the end of such Plan Year or
other period.

13.05
COMPENSATION. Such reasonable compensation for services rendered by the Trustee as may
from time to time be agreed upon between the Employer and the Trustee, together with all
reasonable expenses incurred by the Trustee in and about the execution of its duties,
shall be paid from trust assets unless the Employer chooses to pay said fees and expenses
directly. Any Trustee who is a full-time Employee of the Employer or a related entity may
not receive compensation from trust assets as Trustee.

13.06
COUNSEL. The Trustee may consult with counsel who may, but need not, be counsel for the
Employer in respect of any of its duties or obligations hereunder and shall be fully
protected in acting or refraining from acting in accordance with the advice of such
counsel.

13.07
NOTICES TO TRUSTEE. The Trustee shall be fully protected in acting in accordance with any
resolution regarding any determination or action of the Employer pursuant to the
provisions of this Plan. Also, the Trustee shall be fully protected in acting in
accordance with the provisions of any notice, advice, direction, or instruction given by
the Committee pursuant to the provisions of this Plan.

13.08
OBLIGATIONS OF TRUSTEE. The Trustee shall not be responsible for the adequacy of the
trust estate to meet and discharge any and all payments and liabilities under the Plan.
All persons dealing with the Trustee are released from inquiry into the decision or
authority of the Trustee to act, and from responsibility for the application of any
monies, securities, or other property paid or delivered to the Trustee. The Trustee shall
not be obligated to pay interest on any money paid to or deposited with it or to its
credit beyond that actually earned and credited through the investment of said funds.

13.09
LOCATION OF PARTICIPANTS AND BENEFICIARIES. The Trustee shall not be required to
determine, or to make any investigation to determine, the identity or mailing address of
any person entitled to benefits under this Plan, and shall have discharged its obligation
in that respect when it shall have sent checks and other papers by ordinary mail to such
persons and addresses as may be certified to it by the Committee.

13.10
FIDUCIARY RESPONSIBILITY. The Trustee, as a fiduciary of this Plan, is expressly subject
to the Fiduciary Responsibility provisions of this Plan.



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13.11
COURT ACTION. In any application to or proceeding or action in the courts, only the
Employer and the Trustee shall be necessary parties, and no other person having an
interest in the fund shall be entitled to any notice or service of process. Any judgment
entered in such a proceeding or action shall be conclusive upon all persons claiming
under this trust.

13.12
TRUSTEE POWER TO ACT ON OWN. If at any time the Employer or the Committee shall be
incapable, for any reason, of giving direction, instructions, or authorizations to the
Trustee as herein provided for, the Trustee may act, and shall be completely protected
and without liability in so acting without such directions, instructions, or
authorizations, as in its sole discretion it deems appropriate and advisable in the
circumstances for the carrying out of the provisions of this Plan.

13.13
REMOVAL OR RESIGNATION. The Trustee may be removed by the Employer by the delivery to
such Trustee of a certified copy of a resolution of the Board of Directors of the
Employer to that effect. The Trustee may resign as Trustee hereunder upon written notice
to that effect delivered to the Employer. Such removal or resignation shall become
effective 60 days from the date of the delivery of such copy of resolution or such
written notice, as the case may be, unless an earlier or later date is agreed upon by the
Employer and the Trustee. In the event of such removal or resignation, a successor
Trustee shall be appointed by the Employer through the action of its Board of Directors
and such successor Trustee, upon accepting such appointment by an instrument in writing
delivered to the Employer, shall become vested with all of the rights, powers, duties,
privileges, and immunities of the Trustee hereunder as if it originally had been
designated as Trustee in this Agreement. Upon such appointment and acceptance by the
successor Trustee the replaced Trustee shall endorse, transfer, assign, convey, and
deliver to the successor Trustee all of the funds, securities, and other property then
held by it under the trust with such records as may reasonably be required by the
Employer, in order that the successor Trustee may properly administer the trust
hereunder. In the event of such removal or resignation of any Trustee hereunder, it
shall, within 60 days from the date of such removal or resignation, file with the
Employer and with the Committee a statement and report of its accounts and proceedings
covering the period from and containing the items of its last annual statement and report
in this respect to the date of such removal or resignation.

13.14
INVESTMENT ADVISOR AUTHORITY. Notwithstanding anything contained in the preceding
Sections of this ARTICLE, the Trustee, at the direction of the Employer, may enter into
an agreement with any person, firm or corporation to employ or retain it, to confer with,
advise and/or direct the Trustee with respect to the investment of all or some designated
lesser portion of the trust fund; the purchase of investments for the account of the
trust; the sale of securities or other trust assets; and the reinvestment of the proceeds
from any such sale as would otherwise be the sole responsibility of the Trustee. Said
person, firm or corporation so retained shall be known as the Investment Advisor, and
said Investment Advisor must be registered under the Investment Advisors Act of 1940 or
otherwise qualify under Section 3(38) of the Act. The Trustee, at the direction of the
Employer, may also terminate the employment of any person, firm or corporation at any
time employed or retained as Investment Advisor and substitute a new Investment Advisor.
Compensation or fees of the Investment Advisor retained by the Trustee shall be in such
amount as agreed upon by and between the Trustee and such Advisor and shall be paid from
trust assets unless the Employer chooses to pay said compensation or fees directly.

13.15
INVESTMENT ADVISOR TO DIRECT TRUSTEE. The Trustee shall with respect to all that part of
the trust assigned by the Trustee to such Investment Advisor exercise those of its powers
that have been assigned or delegated to the Investment Advisor only when and only to the
extent directed in writing by the Investment Advisor. By written notice to the Investment
Advisor, the Trustee, at the direction of the Employer, may at any time revoke or modify
the authority of the Investment Advisor or change the portion of the trust assigned to
such Investment Advisor for supervision.

13.16
NOTICES TO TRUSTEE. If the Investment Advisor shall issue orders directly to any broker
for the purchase or sale of securities, written notification of the issuance of such
order shall be given promptly to the Trustee by the Investment Advisor, and the execution
of such order shall be confirmed by the broker or dealer to the Investment Advisor and to
the Trustee. Such notification shall be authority for the Trustee to receive securities
purchased against payment therefore and to deliver any securities sold against the
receipt of the proceeds therefrom, as the case may be.



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13.17
LIMITATION ON TRUSTEE LIABILITY. The Trustee shall not be liable by reason of its taking
or refraining from taking any action at the direction of the Investment Advisor, nor
shall such Trustee be liable by reason of its refraining from taking action by reason of
the failure of the Investment Advisor to give such direction or order. Such Trustee shall
be under no duty to question or make any inquiry as to any direction, notification or
order or failure to give direction, notification or order by the Investment Advisor. The
Trustee shall be under no duty to make any review of investments acquired for the trust
at the direction of the Investment Advisor and under no duty at any time to make any
recommendation with respect to disposing of or continuing to retain any such investments.
The Trustee shall, however, be liable for failure to follow, with all reasonable
diligence, any lawful direction that the Investment Advisor may give it pursuant to the
preceding Sections and within the scope of its authority.

13.18
REASSUMPTION OF DUTIES BY TRUSTEE. In the event the Trustee shall have employed and
designated an Investment Advisor as hereinabove provided and thereafter notify the
Investment Advisor of the termination of the services of such Investment Advisor, or of
the revocation or modification of the authority of such Investment Advisor, then the
Trustee shall thereupon resume its regular powers, duties and responsibilities with
respect to the trust fund, both income and corpus, except to the extent, if any, then
reserved to the Investment Advisor.

13.19
ADDITIONAL TERMS. By separate agreement, the Employer, Trustee and the Investment Advisor
may agree to terms in addition to those contained herein to the extent said additional
terms are not inconsistent with the provisions hereof.

ARTICLE XIV
  
  FIDUCIARY RESPONSIBILITIES

14.01
DELEGATION. In the event the Committee or the Trustee wishes to alter the provisions set
forth in the Plan for the allocation and delegation of responsibilities in the management
and operation of the Plan, such alteration shall be by appropriate written instrument,
with a copy thereof being forwarded to the Secretary of the Employer.

14.02
MULTIPLE FIDUCIARY CAPACITY. Any person or persons may serve in more than one fiduciary
capacity with respect to the Plan.

14.03
DUTIES. All fiduciaries shall comply with the fiduciary duties set forth in Section 404
of the Act, including:

| | (a)
the duty to administer the Plan solely in the interest of          the Participants and
their Beneficiaries and defraying reasonable          expenses of administering the Plan;
and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
the duty to act with the care, skill, prudence, and          diligence under the
circumstances then prevailing that a prudent man          acting in a like capacity and
familiar with such matters would use in          the conduct of an enterprise of a like
character and with like aims;          and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
the duty to diversify the investment of the Plan assets so          as to minimize the
risk of large losses, unless under the circumstances          it is clearly prudent not
to do so; provided, that this duty shall          apply only to the extent the trust fund
is not invested in Employer          stock.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14.04
BREACH OF COFIDUCIARY. A fiduciary shall be liable for a breach of fiduciary
responsibility by another fiduciary with respect to the Plan if he participates knowingly
in, or knowingly undertakes to conceal, an act or omission of such fiduciary, knowing
such act or omission is a breach; or if, by his failure to comply with the requirements
of Section 404 of the Act in the administration of his specific fiduciary
responsibilities he has enabled such other fiduciary to commit a breach; or if he has
knowledge of a breach by such other fiduciary unless he makes reasonable efforts under
the circumstances to remedy the breach.

14.05
PROHIBITED TRANSACTIONS. The provisions with respect to prohibited transactions set forth
in Section 406, Section 407 and Section 408 of the Act shall be complied with in the
administration of the Plan.



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14.06
LIABILITY. Except as may be permitted by the provisions of the Act and regulations
promulgated thereunder, any person who is a fiduciary who breaches any of the
responsibilities, obligations or duties imposed upon fiduciaries by the Act shall be
personally liable under Section 409 of the Act, to make good to the Plan any losses to
the Plan resulting from each such breach and to restore to the Plan any profits of the
fiduciary made through use of Plan assets by the fiduciary and shall be subject to such
other equitable or remedial relief as may be appropriate. Any provision in the Plan which
purports to relieve a fiduciary from responsibility or liability for any responsibility,
obligation, or duty shall be void; provided, that nothing shall preclude a fiduciary from
purchasing insurance to cover potential liability from and for his own account or the
Employer from purchasing insurance to cover potential liability of one or more persons
who serve in a fiduciary capacity with regard to the Plan.

ARTICLE XV
  
  AMENDMENT AND TERMINATION

15.01
AMENDMENT OR TERMINATION. The Employer reserves the right at any time and from time to
time by action of its Board of Directors to modify this Plan in whole or in part, and to
modify, amend, suspend, or terminate the Plan and contributions thereunder by delivering
to the Trustee a certified copy of a resolution of the Board of Directors of the Employer
authorizing such action; provided, however, that the Employer shall have no right or
power in this respect as would cause or permit any part of the corpus of the trust to be
diverted to purposes other than for the exclusive benefit of Participants and their
Beneficiaries or estates, or as would cause or permit any portion of the assets of the
trust to revert to or become the property of the Employer; and provided, further, that
the duties or liabilities of the Trustee hereunder shall not be increased without its
written consent. Any amendment of this Agreement shall not have the effect of changing
any of the benefits that may have accrued up to the date of such amendment or the effect
of eliminating an optional form of benefit. The trust shall not be terminated until all
liabilities under the trust shall have been paid in accordance with the provisions of the
Plan.

15.02
VESTING AMENDMENTS. The following rules shall apply to any amendment of the vesting
schedule contained in this Plan:

| | (a)
In the case of an Employee who is a Participant on:
| | -------------------------------------------------------

| | (i)
the date the amendment is adopted, or
| | -----------------------------------------

| | (ii)
the date the amendment is effective, if later,
| | ---------------------------------------------------

| | the
vested percentage (determined as of such date) of such Employee may          not be less
than his percentage computed under the Plan without regard          to such amendment.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
Each Participant whose vested percentage is determined          under such amended
schedule who has completed at least three Vesting          Years of Service with the
Employer may elect to have the vested          percentage determined without regard to
such amendment. Notwithstanding          the preceding sentence, no election need be
provided for any          Participant whose vested percentage under the Plan, as amended,
at any          time cannot be less than such percentage determined without regard to
         such amendment. The election period must begin no later than the date
         the Plan amendment is adopted and end no earlier than the latest of the
         following dates:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)
The date which is 60 days after the day the Plan amendment is adopted.
| | --------------------------------------------------------------------------

| | (ii)
The date which is 60 days after the day the Plan amendment becomes effective.
| | ----------------------------------------------------------------------------------

| | (iii)
The date which is 60 days after the day the                   Participant is issued
written notice of the Plan amendment by                   the Employer or Committee.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15.03
VESTING AND DISTRIBUTION UPON TERMINATION. Termination or partial termination of the Plan
or discontinuance on the part of the Employer of further contributions to the Plan shall
cause a termination



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of the Plan as to the affected
Participants. In such event account balances of affected Participants shall be
distributed to them as soon as is practicable following said termination or
discontinuance, subject to the requirements in Section 10.01. The interests of the
affected Participants in the Plan shall be fully vested at the time of such termination,
partial termination or discontinuance.

15.04
MERGER OR CONSOLIDATION. In the event of merger or consolidation of the Plan with, or any
transfer of assets or liabilities of the Plan to, any other trust plan, each Participant
of this Plan must be entitled to a Plan benefit immediately after such merger,
consolidation or transfer which is equal to or greater than the Plan benefit to which he
was entitled immediately before such merger, consolidation, or transfer. This
determination shall be made by comparing the premerger benefit payable upon termination
of the Plan with the postmerger benefit payable upon termination of the Plan.

15.05
CONTINUATION OF PLAN BY SUCCESSOR. Subject to the provisions of the preceding paragraph,
unless this trust is sooner terminated, a successor to the business of the Employer by
whatever form or manner resulting may continue this Plan by appropriate supplemental
agreement.

ARTICLE XVI
  
  MISCELLANEOUS

16.01
EMPLOYMENT RELATIONSHIP. Neither the establishment of the trust hereby created, nor any
modification thereof, nor the creation of any fund or account, nor the payment of any
benefits shall be construed as giving to any Participant or other person any legal or
equitable right against the Employer, or any officer or director of the Employer, or the
Trustee, except as herein provided. All Employees of the Employer (whether or not
Participants under the trust) shall be subject to discharge to the same extent they would
have been if this Plan had never been executed.

16.02
ADOPTION BY SUBSIDIARY CORPORATION. Any subsidiary corporation or other entity under
common control whose Board of Directors or governing body (herein referred to as the
Board of Directors) deems it advisable to elect to participate in this Profit Sharing
Plan and Trust shall signify such election by filing with the Trustee a certified
resolution of the Board of Directors which formally adopts this Agreement. Said adoption
shall become effective as of the date specified in such resolution, subject to the
acceptance of such date by the Trustee. In the event it is subsequently desired to
terminate such subsidiary corporations or such other entitys participation in this
Plan, such termination shall be made by filing with the Trustee a certified resolution of
the Board of Directors which formally terminates such participation. Such termination
shall become effective as of the first day of the Plan Year next following the delivery
of such resolution and shall result in allocation and distribution in the manner and on
the basis set forth in ARTICLE XV hereof.

16.03
ASSIGNMENT AND ALIENATION. Subject to Code . 414(p) relating to qualified domestic
relations orders and to Code . 401(a)(13) relating to certain judgments and settlements,
neither a Participant nor a Beneficiary may anticipate, assign or alienate (either at law
or in equity) any benefit provided under the Plan, and the Trustee will not recognize any
such anticipation, assignment or alienation. Furthermore, except as provided by Code "
401(a)(13), a benefit under the Plan is not subject to attachment, garnishment, levy,
execution or other legal or equitable process.

16.04
MISSING PERSONS. The Plan does not require either the Trustee or the Committee to search
for, or ascertain the whereabouts of, any Participant or Beneficiary. The Committee, by
certified or registered mail addressed to his last known address of record with the
Committee or the Employer, shall notify any Participant, or Beneficiary, that he is
entitled to a distribution under this Plan, and the notice shall quote the provisions of
this Section. If the Participant, or Beneficiary, fails to claim benefits or make his
whereabouts known in writing to the Committee within six months from the date of mailing
of the notice, or before the termination or discontinuance of this Plan, whichever should
first occur, the Committee shall treat the Participants or Beneficiarys unclaimed
benefits as forfeited and shall reallocate the unclaimed benefits in accordance with the
forfeiture provisions of ARTICLE IV for the Plan Year in which the forfeiture occurs. If
a Participant or Beneficiary who has incurred a forfeiture of benefits under the
provisions of this Section makes a claim, at any time, for forfeited benefits, the
Committee shall restore the Participants or Beneficiarys forfeited benefits to the same
dollar amount as the dollar amount of the



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benefits forfeited, unadjusted for
any gains or losses occurring subsequent to the date of the forfeiture. The Committee
shall make the restoration during the Plan Year in which the Participant or Beneficiary
makes the claim first from the amount, if any, of Participant forfeitures the Committee
otherwise would allocate for the Plan Year, then from the amount, if any, of the Plan net
income or gain for the Plan Year and then from the amount, or additional amount, the
Employer shall contribute to enable the Committee to make the required restoration. The
Committee shall direct the Trustee to distribute the Participants or Beneficiarys
restored benefits not later than 60 days after the close of the Plan Year in which the
Committee restores the forfeited benefits. The forfeiture provisions of this Section
shall apply solely to the Participants or to the Beneficiarys benefits derived from
Employer contributions.

16.05
CLAIMS PROCEDURE. The Committee shall establish and maintain a claims procedure in a
manner that will enable every Participant and Beneficiary of the Plan to have reasonable
opportunity to present claims for benefits, to be fully apprised of any rejection and the
reasons therefore, and to exercise appeal rights. More specifically, the claims procedure
shall be as follows:

| | (a)
Any person who believes he is eligible for benefits shall          file a written claim
setting forth the grounds for his claim with any          member of the Committee. The
Committee may, in its discretion, waive          the requirement of a written claim and
accept oral claims.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
If a claim is denied in whole or in part, the Committee          shall so indicate by
written notice to the claimant setting forth:
| | ---------------------------------------------------------------------------------------------------------------------------------------

| | (i)
the specific reason for the denial; and
| | -------------------------------------------

| | (ii)
specific reference to any Plan provisions on                   which denial is based; and
| | ----------------------------------------------------------------------------------------------

| | (iii)
a description of additional information, if                   any, that is necessary to
perfect the claim and an explanation                   of why such information is
necessary; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
an explanation of the review procedure for                   denied claims.
| | --------------------------------------------------------------------------------

| | (c)
If a claim is denied in whole or in part, the claimant may          appeal the denial to
the Committee by filing a written request for a          review of his claim with any
member of the Committee within 65 days          after receiving written denial pursuant
to subparagraph (b) hereof. The          claimant shall have the opportunity to review
Committee documents          pertinent to his claim and to present oral or written
issues, comments          and arguments to the Committee.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
If a review of a denied claim is made pursuant to          subparagraph (c) hereof, the
Committee shall act on such appeal within          60 days after receiving the written
request for review. The decision on          review shall be communicated to the claimant
by written notice and          shall include specific reasons for the decision and
specific reference          to any pertinent Plan provisions.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16.06
  PLAN AS TRANSFEREE. This Plan may not be a transferee of assets from a defined
  benefit plan or any other plan subject to minimum funding standards under the
  Code, nor may this Plan be the direct transferee of any assets of a plan required
  to provide annuities under Code . 417.

16.07
ACTION BY EMPLOYER. Whenever the Employer, under the terms of this Plan, is permitted or
required to do or perform any act or matter or thing, it shall be done and performed by
the Board of Directors of the Employer and shall be evidenced by proper resolution
certified by the Secretary of the Employer.

16.08
STATE LAW. Subject to the intent expressed in the preamble of this Plan, the provisions
of this Plan shall be construed, administered, and enforced according to the laws of the
United States and the State of Kansas, and the Trustee shall be liable to account only in
the courts of that State. All contributions to the Trustee shall be deemed to take place
in the State of Kansas. The Trustee may at any time initiate any legal action or
proceeding for the settlement of its accounts or for the determination of any question of
construction which may



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arise, or for instructions, and the
only necessary parties defendant to such action or proceeding shall be the Employer,
except that the Trustee may, if it so elects, include as parties defendant any other
person or persons.

16.09
WORD USAGE. Whenever any words are used herein in the masculine gender, they shall be
considered as though they were also used in the feminine gender in all cases where they
would so apply; and, whenever any words are used in the singular form, they shall be
construed as though they were also used in the plural form in all cases where they would
so apply.

ARTICLE XVII
  
  EGTRRA AMENDMENTS

17.01
PREAMBLE. This Article XVII is adopted to reflect certain provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA) and is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance with
EGTRRA and guidance issued thereunder. Except as otherwise provided, this Article XVII
shall be effective as of the first day of the first Plan Year beginning after December
31, 2001 and shall supersede the provisions of the Plan to the extent those provisions
are inconsistent with the provisions of this Article XVII.

17.02
MAXIMUM ANNUAL ADDITION. The annual addition that may be contributed or allocated to a
Participants account under the Plan for any limitation year shall not exceed the
lesser of:

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

| | (b)
100% of the Participants 415 Compensation for the limitation year.
| | ---------------------------------------------------------------------------

The
415 Compensation limit referred to in (b) shall not apply to any contribution for
medical benefits after separation from service (within the meaning of the Code 401(h) or
Code 419(A)(f)(2)) which is otherwise treated as an annual addition.

17.03
INCREASE IN COMPENSATION LIMIT. The annual Compensation of each Participant taken into
account in determining allocation for any Plan Year beginning after December 31, 2001,
shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with
Code 401(a)(17)(B).

17.04
 MODIFICATION OF TOP HEAVY RULES.

| | (a)
Effective Date. This section shall apply for purposes of          determining whether the
Plan is a top heavy plan under Code 416(g) for          Plan Years beginning after
December 31, 2001, and whether the Plan          satisfies the minimum benefits
requirements of Code 416(c) for such          years.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
Determination of Top Heavy Status.
| | --------------------------------------

| | (i)
Key Employee. Key Employee means any Employee                   or former Employee
(including any deceased Employee) who at                   any time during the Plan Year
that includes the determination                   date was an officer of the Company
having 415 Compensation                   greater than $130,000 (as adjusted under Code
416(i)(1) for                   Plan Years beginning after December 31, 2002), a 5% owner
of                   the Company, or a 1% owner of the Company having 415
                  Compensation of more than $150,000. The determination of who
                  is a Key Employee will be made in accordance with Code
                  416(i)(1) and the applicable regulations and other guidance of
                  general applicability issued thereunder.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
Determination of Present Values and Amounts.                   This section (ii) shall
apply for purposes of determining the                   present values of accrued
benefits and the amounts of account                   balances of Employees as of the
determination date.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (1)
The present values of accrued benefits                            and the amounts of
account balances of an Employee as                            of the determination date
shall be increased by the                            distributions made with respect to
the Employee under                            the Plan and any plan aggregated with the
Plan under                            Code 416(g)(2) during the one-year period ending on
                           the determination date.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
preceding sentence shall also apply to                            distributions under a
terminated plan which, had it                            not been terminated, would have
been aggregated with                            the Plan under Code 416(g)(2)(A)(i). In
the case of a                            distribution made for a reason other than a
                           separation from service, death, or disability, this
                           provision shall be applied by substituting five-year
                           period for one-year period.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
The accrued benefits and accounts of any                            individual who has
not performed services for the                            Company during the one-year
period ending on the                            determination date shall not be taken
into account.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17.05
 DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS.

| | (a)
Effective Date. This section shall apply to distributions          made after December
31, 2001.
| | ----------------------------------------------------------------------------------------------------

| | (b)
Modification of Definition of Eligible Retirement Plan.          For purposes of the
direct rollover provisions of the Plan, an eligible          retirement plan shall also
mean an annuity contract described in Code          403(b) and an eligible plan under
Code 457(b) which is maintained by a          state, political subdivision of a state or
an agency or instrumentality          of a state or political subdivision of a state and
which agrees to          separately account for amounts transferred into such plan from
this          Plan. The definition of eligible retirement plan shall also apply in
         the case of a distribution to a surviving spouse, or to a spouse or
         former spouse who is the alternate payee under a qualified domestic
         relations order, as defined in Code 414 (p).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
Modification of Definition of Eligible Rollover          Distribution to Include
After-Tax Employee Contributions. For purposes          of the direct rollover provisions
of the Plan, a portion of a          distribution shall not fail to be an eligible
rollover distribution          merely because the portion consists of after-tax employee
contributions          which are not includable in gross income. However, such portion
may be          transferred only to an individual retirement account or annuity
         described in Code 408(a) or (b), or to a qualified defined contribution
         plan described in Code 401(a) or 403(a) that agrees to separately
         account for amounts so transferred, including separately accounting for
         the portion of such distribution which is includable in gross income
         and the portion of such distribution which is not so includable.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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IN
  WITNESS WHEREOF, the Employer and the Trustee have caused this Plan to be
  executed in duplicate original copies by their duly authorized officers and
  duly attested as of the day and year first above written.

|                      | EMPLOYER                  
|--------------------- | --------------------------
|                      |                           
|                      | DUCKWALL-ALCO STORES, INC.
|                      |                           
|                      | By:                       
|                      |                           
|                      |                           
|Attest:               |                           
|                      |                           
|/s/ Charles E. Bogan  |                           
|                      |                           
|Secretary             |                           
|                      |                           
|                      | TRUSTEE                   
|                      |                           
|                      | INTRUST BANK, N.A.        
|                      |                           
|                      | By:                       
|                      |                           
|                      |                           
|Attest:               |                           
|                      |                           
|/s/ Stuart H. Goodwin |                           
|                      |                           



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