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                                                                    Exhibit 10.7

                               PROASSURANCE GROUP

                              EMPLOYEE BENEFIT PLAN

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                                TABLE OF CONTENTS

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<S>             <C>                                                         <C>
                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                                  PARTICIPATION

SECTION 2.01    ELIGIBILITY..............................................     3

SECTION 2.02    EFFECTIVE DATE OF PARTICIPATION..........................     4

SECTION 2.03    APPLICATION TO PARTICIPATE...............................     4

SECTION 2.04    TERMINATION OF PARTICIPATION.............................     4

SECTION 2.05    CHANGE OF EMPLOYMENT STATUS..............................     4

SECTION 2.06    TERMINATION OF EMPLOYMENT................................     5

SECTION 2.07    DEATH....................................................     5

                                   ARTICLE III
                            CONTRIBUTIONS TO THE PLAN

SECTION 3.01    SALARY REDIRECTION.......................................     6

SECTION 3.02    APPLICATION OF CONTRIBUTIONS.............................     6

SECTION 3.03    PERIODIC CONTRIBUTIONS...................................     6

                                   ARTICLE IV
                                    BENEFITS

SECTION 4.01    BENEFITS.................................................     7

SECTION 4.02    HEALTH CARE REIMBURSEMENT PROGRAM........................     7

SECTION 4.03    DEPENDENT CARE ASSISTANCE PROGRAM........................     7

SECTION 4.04    HEALTH INSURANCE BENEFIT.................................     7

SECTION 4.05    GROUP LIFE INSURANCE BENEFIT.............................     8

SECTION 4.06    DISABILITY INSURANCE BENEFIT.............................     8

SECTION 4.07    EXECUTIVE SUPPLEMENTAL LIFE INSURANCE BENEFIT............     8

SECTION 4.08    NONDISCRIMINATION REQUIREMENTS...........................     8
</TABLE>


                                       i

<PAGE>

<TABLE>
<S>             <C>                                                         <C>
                                    ARTICLE V
                  PARTICIPANT ELECTIONS FOR CAFETERIA BENEFITS

SECTION 5.01    INITIAL ELECTIONS........................................     9

SECTION 5.02    SUBSEQUENT ANNUAL ELECTIONS..............................     9

SECTION 5.03    FAILURE TO ELECT.........................................    10

SECTION 5.04    CHANGE OF ELECTIONS......................................    10

                                   ARTICLE VI
                        HEALTH CARE REIMBURSEMENT PROGRAM

SECTION 6.01    ESTABLISHMENT OF PROGRAM.................................    13

SECTION 6.02    DEFINITIONS..............................................    13

SECTION 6.03    FORFEITURES..............................................    14

SECTION 6.04    LIMITATION ON ALLOCATIONS................................    14

SECTION 6.05    NONDISCRIMINATION REQUIREMENTS...........................    14

SECTION 6.06    COORDINATION WITH CAFETERIA PLAN.........................    15

SECTION 6.07    HEALTH CARE REIMBURSEMENT CLAIMS.........................    15

                                   ARTICLE VII
                        DEPENDENT CARE ASSISTANCE PROGRAM

SECTION 7.01    ESTABLISHMENT OF PROGRAM.................................    16

SECTION 7.02    DEFINITIONS..............................................    16

SECTION 7.03    DEPENDENT CARE ASSISTANCE ACCOUNTS.......................    17

SECTION 7.04    INCREASES IN DEPENDENT CARE ASSISTANCE ACCOUNTS..........    18

SECTION 7.05    DECREASES IN DEPENDENT CARE ASSISTANCE ACCOUNTS..........    18

SECTION 7.06    ALLOWABLE DEPENDENT CARE ASSISTANCE REIMBURSEMENT........    18

SECTION 7.07    STATEMENT OF BENEFITS....................................    18

SECTION 7.08    FORFEITURES..............................................    18

SECTION 7.09    LIMITATION ON PAYMENTS...................................    18

SECTION 7.10    NONDISCRIMINATION REQUIREMENTS...........................    18

SECTION 7.11    COORDINATION WITH CAFETERIA PLAN.........................    19

SECTION 7.12    DEPENDENT CARE ASSISTANCE PROGRAM CLAIMS.................    19
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>             <C>                                                         <C>
                                  ARTICLE VIII
                  EXECUTIVE SUPPLEMENTAL LIFE INSURANCE PROGRAM

SECTION 8.01    ESTABLISHMENT OF PLAN....................................    20

SECTION 8.02    PARTICIPATION & TERMINATION..............................    20

SECTION 8.03    COORDINATION WITH CAFETERIA PLAN.........................    21

                                   ARTICLE IX
                                ERISA PROVISIONS

SECTION 9.01    CLAIM FOR BENEFITS.......................................    21

SECTION 9.02    APPLICATION OF BENEFIT PLAN SURPLUS......................    23

SECTION 9.03    NAMED FIDUCIARY..........................................    24

SECTION 9.04    GENERAL FIDUCIARY RESPONSIBILITIES.......................    24

SECTION 9.05    NONASSIGNABILITY OF RIGHTS...............................    24

                                    ARTICLE X
                                 ADMINISTRATION

SECTION 10.01   PLAN ADMINISTRATION......................................    24

SECTION 10.02   EXAMINATION OF RECORDS...................................    25

SECTION 10.03   PAYMENT OF EXPENSES......................................    25

SECTION 10.04   INSURANCE CONTROL CLAUSE.................................    25

SECTION 10.05   INDEMNIFICATION OF ADMINISTRATOR.........................    25

                                   ARTICLE XI
                        AMENDMENT OR TERMINATION OF PLAN

SECTION 11.01   AMENDMENT................................................    26

SECTION 11.02   TERMINATION..............................................    26

                                   ARTICLE XII
                                  MISCELLANEOUS

SECTION 12.01   PLAN INTERPRETATION......................................    26

SECTION 12.02   GENDER AND NUMBER........................................    26

SECTION 12.03   WRITTEN DOCUMENT.........................................    27

SECTION 12.04   EXCLUSIVE BENEFIT........................................    27

SECTION 12.05   PARTICIPANT'S RIGHTS.....................................    27

SECTION 12.06   ACTION BY THE EMPLOYER...................................    27
</TABLE>


                                      iii

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<TABLE>
<S>             <C>                                                         <C>
SECTION 12.07   EMPLOYER'S PROTECTIVE CLAUSES............................    27

SECTION 12.08   NO GUARANTEE OF TAX CONSEQUENCES.........................    28

SECTION 12.09   INDEMNIFICATION OF EMPLOYER BY PARTICIPANTS..............    28

SECTION 12.10   FUNDING..................................................    28

SECTION 12.11   GOVERNING LAW............................................    28

SECTION 12.12   SEVERABILITY.............................................    28

SECTION 12.13   CAPTIONS.................................................    29

SECTION 12.14   CONTINUATION OF COVERAGE.................................    29

SECTION 12.15   FAMILY AND MEDICAL LEAVE ACT.............................    29

SECTION 12.16   HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT......    29

SECTION 12.17   UNIFORM SERVICES EMPLOYMENT AND
                REEMPLOYMENT RIGHTS ACT..................................    29
</TABLE>


                                       iv

<PAGE>

                               PROASSURANCE GROUP

                              EMPLOYEE BENEFIT PLAN

                                  INTRODUCTION

               Effective January 1, 1995, Mutual Assurance, Inc. established the
Mutual Assurance, Inc. and Affiliated Companies Employee Benefit Plan (the
"Plan") for the benefit of its and its Affiliated Companies' eligible employees
and their dependents. At the time of its initial establishment, the Plan had
three components: group medical insurance, long term disability insurance, and a
cafeteria program under Code Section 125. Effective January 1, 2002, the name of
the Plan was changed to the ProAssurance Corporation Employee Benefit Plan, and
the Plan was expanded to include a fourth component - group life and accidental
death and dismemberment insurance. Effective October 1, 2003, the Plan was
restated and amended in its entirety. Pursuant to the restated Plan,
ProAssurance Group Services Corporation became the sponsor of the Plan and the
name of the Plan was changed to the ProAssurance Group Employee Benefit Plan.
The restated Plan also contains provisions adding a fifth component to the Plan
- executive supplemental life insurance - which such addition is effective May
1, 2003.

               The purpose of the Plan is to recognize the contribution made to
the Employers who have adopted the Plan by its Employees. The Plan's purpose is
to reward them by providing benefits for those Employees who shall qualify
hereunder and their dependents and beneficiaries.

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.01 "Administrator" means the individual(s) or corporation
appointed by the Employer to carry out the administration of the Plan. The
Employer shall be empowered to appoint and remove the Administrator from time to
time as it deems necessary for the proper administration of the Plan. In the
event the Administrator has not been appointed, or resigns from a prior
appointment, the Employer shall be deemed to be the Administrator.

          SECTION 1.02 "Affiliated Employer" means the Employer and any
corporation which is a member of a controlled group of corporations (as defined
in Code Section 414(b)) which includes the Employer; any trade or business
(whether or not incorporated) which is under common control (as defined in Code
Section 414(c)) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in
Code Section 414(m)) which includes the Employer; and any other entity required
to be aggregated with the Employer pursuant to Treasury regulations under Code
Section 414(o).

          SECTION 1.03 "Benefit" includes "Plan Benefits" and "Cafeteria
Benefits." "Plan Benefit" means any of the benefits provided to Eligible
Employees by the Employer at no cost to the Employee as outlined in Section
4.01(b). "Cafeteria Benefit" means any of the optional contributory benefit
choices available to a Participant as outlined in Section 4.01(a).

          SECTION 1.04 "Cafeteria Plan" means the component of this Plan which
provides for a cafeteria program under Section 125 of the Code.


                                       1

<PAGE>

          SECTION 1.05 "Cafeteria Plan Benefit Dollars" means the amount
available to Participants, pursuant to Article III, to purchase Cafeteria
Benefits. Each dollar contributed through Salary Redirection to this Plan shall
be converted into one Cafeteria Plan Benefit Dollar.

          SECTION 1.06 "Code" means the Internal Revenue Code of 1986, as
amended or replaced from time to time.

          SECTION 1.07 "Compensation" means the amounts received by the
Participant from the Employer during a Plan Year.

          SECTION 1.08 "Dependent" means any individual who qualifies as a
dependent under an Insurance Contract or under Code Section 152 (as modified by
Code Section 105(b)).

          SECTION 1.09 "Effective Date" means January 1, 1995.

          SECTION 1.10 "Election Period" means the period immediately preceding
the beginning of each Plan Year established by the Administrator, such period to
be applied on a uniform and nondiscriminatory basis for all Employees and
Participants. However, an Employee's initial Election Period shall be determined
pursuant to Section 5.01.

          SECTION 1.11 "Eligible Employee" means any Employee who has satisfied
the provisions of Section 2.01.

               An individual shall not be an "Eligible Employee" if such
individual is not reported on the payroll records of the Employer as a common
law employee. In particular, it is expressly intended that individuals not
treated as common law employees by the Employer on its payroll records are not
"Eligible Employees" and are excluded from Plan participation even if a court or
administrative agency determines that such individuals are common law employees
and not independent contractors.

               However, any Employee who is a "part-time" Employee shall not be
eligible to participate in this Plan. A "part-time" Employee is any Employee who
works, or is expected to work on a regular basis, less than 30 hours a week.

          SECTION 1.12 "Employee" means any person who is employed by the
Employer. The term Employee shall include leased employees within the meaning of
Code Section 414(n)(2).

          SECTION 1.13 "Employer" means ProAssurance Group Services Corporation
and any successor which shall maintain this Plan; and any predecessor which has
maintained this Plan.

          SECTION 1.14 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.

          SECTION 1.15 "Insurance Contract" means any contract issued by an
Insurer underwriting a Benefit.

          SECTION 1.16 "Insurance Premium Payment Program" means the plan of
benefits contained in Section 4.01 of this Plan, which provides for the payment
of Premium Expenses.

          SECTION 1.17 "Insurer" means any insurance company that underwrites a
Benefit under this Plan.


                                       2

<PAGE>

          SECTION 1.18 "Key Employee" means an Employee described in Code
Section 416(i)(1) and the Treasury regulations thereunder.

          SECTION 1.19 "Participant" means any Eligible Employee who elects to
become a Participant pursuant to Section 2.03 and has not for any reason become
ineligible to participate further in the Plan.

          SECTION 1.20 "Plan" means this instrument, including all amendments
thereto.

          SECTION 1.21 "Plan Year" means the 12-month period beginning January 1
and ending December 31. The Plan Year shall be the coverage period for the
Benefits provided for under this Plan. In the event a Participant commences
participation during a Plan Year, then the initial coverage period shall be that
portion of the Plan Year commencing on such Participant's date of entry and
ending on the last day of such Plan Year.

          SECTION 1.22 "Premium Expenses" or "Premiums" mean the Participant's
cost for the Cafeteria Benefits described in Section 4.01(a)(3) .

          SECTION 1.23 "Premium Reimbursement Account" means the account
established for a Participant pursuant to this Plan to which part of his
Cafeteria Plan Benefit Dollars may be allocated and from which Premiums of the
Participant may be paid or reimbursed. If more than one type of insured
Cafeteria Benefit is elected, sub-accounts shall be established for each type of
insured Cafeteria Benefit.

          SECTION 1.24 "Salary Redirection" means the contributions made by the
Employer on behalf of Participants pursuant to Section 3.01. These contributions
shall be converted to Cafeteria Plan Benefit Dollars and allocated to the funds
or accounts established under the Plan pursuant to the Participants' elections
made under Article V.

          SECTION 1.25 "Salary Redirection Agreement" means an agreement between
the Participant and the Employer under which the Participant agrees to reduce
his Compensation or to forego all or part of the increases in such Compensation
and to have such amounts contributed by the Employer to the Plan on the
Participant's behalf. The Salary Redirection Agreement shall apply only to
Compensation that has not been actually or constructively received by the
Participant as of the date of the agreement (after taking this Plan and Code
Section 125 into account) and, subsequently does not become currently available
to the Participant.

          SECTION 1.26 "Spouse" means the legally married husband or wife of a
Participant, unless legally separated by court decree.

                                   ARTICLE II
                                  PARTICIPATION

          SECTION 2.01 ELIGIBILITY

               Except as otherwise provided herein, any Eligible Employee shall
be eligible to participate hereunder on his date of employment (or the Effective
Date of the Plan, if later). Notwithstanding the foregoing, an Eligible Employee
shall be eligible to participate hereunder with respect to insured Benefits as
of the date he is eligible under the relevant Insurance


                                       3

<PAGE>

Contract. However, any Eligible Employee who was a Participant in the Plan on
the effective date of this amendment shall continue to be eligible to
participate in the Plan.

          SECTION 2.02 EFFECTIVE DATE OF PARTICIPATION

               An Eligible Employee shall become a Participant effective as of
the first day of the month coinciding with or next following the date on which
he met the eligibility requirements of Section 2.01.

          SECTION 2.03 APPLICATION TO PARTICIPATE

               An Employee who is eligible to participate in this Plan shall,
during the applicable Election Period, complete an application to participate
and election of Cafeteria Benefits form which the Administrator shall furnish to
the Employee. The Cafeteria Benefits election made on such form shall be
irrevocable until the end of the applicable Plan Year unless the Participant is
entitled to change his Benefit elections pursuant to Section 5.04 hereof.

               An Eligible Employee shall also be required to execute a Salary
Redirection Agreement during the Election Period for the Plan Year during which
he wishes to participate in this Plan. Any such Salary Redirection Agreement
shall be effective for the first pay period beginning on or after the Employee's
effective date of participation pursuant to Section 2.02.

          SECTION 2.04 TERMINATION OF PARTICIPATION

               Except with respect to benefits under Article VIII, a Participant
shall no longer participate in this Plan upon the occurrence of any of the
following events:

               (a) His termination of employment, subject to the provisions of
          Section 2.06;

               (b) The end of the Plan Year during which he became a limited
          Participant because of a change in employment status pursuant to
          Section 2.05;

               (c) His death, subject to the provisions of Section 2.07; or

               (d) The termination of this Plan, subject to the provisions of
          Section 11.02.

          SECTION 2.05 CHANGE OF EMPLOYMENT STATUS

               If a Participant ceases to be eligible to participate because of
a change in employment status or classification (other than through termination
of employment), the Participant shall become a limited Participant in this Plan
for the remainder of the Plan Year in which such change of employment status
occurs. As a limited Participant, no further Salary Redirection may be made on
behalf of the Participant, and, except as otherwise provided herein, all further
Benefit elections shall cease, subject to the limited Participant's right to
continue coverage under any Insurance Contracts. However, any balances in the
limited Participant's Dependent Care Assistance Account may be used during such
Plan Year to reimburse the limited Participant for any allowable
Employment-Related Dependent Care incurred during the Plan Year. Subject to the
provisions of Section 2.06, if the limited Participant later becomes an Eligible
Employee, then the limited Participant may again become a full Participant in
this Plan, provided he otherwise satisfies the participation requirements set
forth in this Article II as if he were a new Employee and made an election in
accordance with


                                       4

<PAGE>

Section 5.01. Notwithstanding the foregoing, a Participant's rights to benefits
under Article VIII shall be determined in accordance with that Article.

          SECTION 2.06 TERMINATION OF EMPLOYMENT

               If a Participant's employment with the Employer is terminated for
any reason other than death, his participation in the Plan shall be governed in
accordance with the following:

               (a) With regard to Benefits which are insured, the Participant's
          participation in the Plan shall cease, subject to the Participant's
          right to continue coverage under any Insurance Contract for which
          premiums have already been paid.

               (b) With regard to the Dependent Care Assistance Program, the
          Participant's participation in the Plan shall cease and no further
          Salary Redirection contributions shall be made. However, such
          Participant may submit claims for employment related Dependent Care
          Expense reimbursements for 60 days after termination, based on the
          level of his Dependent Care Assistance Account as of his date of
          termination.

               (c) With regard to the Health Care Reimbursement Plan, the
          Participant's participation in the Plan shall cease and no further
          Salary Redirection contributions shall be made. However, such
          Participant may submit claims for expenses incurred prior to date of
          termination of employment up to 30 days after his termination date.

               (d) In the event a Participant terminates his participation in
          the Health Care Reimbursement Program during the Plan Year, if Salary
          Redirections are made other than on a pro rata basis, upon termination
          the Participant shall be entitled to a reimbursement for any Salary
          Redirection previously paid for coverage or benefits relating to the
          period after the date of the Participant's separation from service
          regardless of the Participant's claims or reimbursements as of such
          date.

               (e) This Section shall be applied and administered consistent
          with such further rights a Participant and his Dependents may be
          entitled to pursuant to Code Section 4980B and Section 12.14 of the
          Plan.

               (f) Notwithstanding the foregoing, a Participant's right to
          benefits under Article VIII shall be determined in accordance with the
          provisions of that Article.

          SECTION 2.07 DEATH

               If a Participant dies, his participation in the Plan shall cease.
However, such Participant's beneficiaries, or the representative of his estate,
may submit claims for expenses or benefits for the remainder of the Plan Year or
until the Cafeteria Plan Benefit Dollars allocated to each specific Cafeteria
Benefit are exhausted. A Participant may designate a specific beneficiary for
this purpose. If no such beneficiary is specified, the Administrator may
designate the Participant's Spouse, one of his Dependents or a representative of
his estate.


                                       5

<PAGE>

                                  ARTICLE III
                            CONTRIBUTIONS TO THE PLAN

          SECTION 3.01 SALARY REDIRECTION

               Benefits under the Plan shall be financed by Salary Redirections
sufficient to support Cafeteria Benefits that a Participant has elected
hereunder and to pay the Participant's Premium Expenses. The salary
administration program of the Employer shall be revised to allow each
Participant to agree to reduce his pay during a Plan Year by an amount
determined necessary to purchase the elected Cafeteria Benefit. The amount of
such Salary Redirection shall be specified in the Salary Redirection Agreement
and shall be applicable for a Plan Year. Notwithstanding the above, for new
Participants, the Salary Redirection Agreement shall only be applicable from the
first day of the pay period following the Employee's entry date up to and
including the last day of the Plan Year. However, in no event shall a
Participant's Salary Redirection per Plan Year exceed the sum of (a) the amount
specified in Section 6.04, (b) the amount specified in Section 7.09, plus (c)
the amount of the required contribution for the Health Insurance Benefit which
is described in Section 4.40. These contributions shall be converted to
Cafeteria Plan Benefit Dollars and allocated to the funds or accounts
established under the Plan pursuant to the Participants' elections made under
Article V.

               Any Salary Redirection shall be determined prior to the beginning
of a Plan Year (subject to initial elections pursuant to Section 5.01) and prior
to the end of the Election Period and shall be irrevocable for such Plan Year.
However, a Participant may revoke a Benefit election or a Salary Redirection
Agreement after the Plan Year has commenced and make a new election with respect
to the remainder of the Plan Year, if both the revocation and the new election
are on account of and consistent with a change in status and such other
permitted events as determined under Article V of the Plan and consistent with
the rules and regulations of the Department of the Treasury. Salary Redirection
amounts shall be contributed on a pro rata basis for each pay period during the
Plan Year. All individual Salary Redirection Agreements are deemed to be part of
this Plan and incorporated by reference hereunder.

          SECTION 3.02 APPLICATION OF CONTRIBUTIONS

               As soon as reasonably practical after each payroll period, the
Employer shall apply the Salary Redirection to provide the Cafeteria Benefits
elected by the affected Participants. Any contribution made or withheld for the
Health Care Reimbursement Fund or Dependent Care Assistance Account shall be
credited to such fund or account. Amounts designated for the Participant's
Premium Expense Reimbursement Account shall likewise be credited to such account
for the purpose of paying Premium Expenses.

          SECTION 3.03 PERIODIC CONTRIBUTIONS

               Notwithstanding the requirement provided above and in other
Articles of this Plan that Salary Redirections be contributed to the Plan by the
Employer on behalf of an Employee on a level and pro rata basis for each payroll
period, the Employer and Administrator may implement a procedure in which Salary
Redirections are contributed throughout the Plan Year on a periodic basis that
is not pro rata for each payroll period. However, with regard to the Health Care
Reimbursement Program, the payment schedule for the required contributions may
not be based on the rate or amount of reimbursements during the Plan Year. In
the event Salary Redirections are not made on a pro rata basis, upon termination
of participation, a Participant may be entitled to a refund of such Salary
Redirections pursuant to Section 2.06.


                                       6

<PAGE>

                                   ARTICLE IV
                                    BENEFITS

          SECTION 4.01 BENEFITS

               (a) Each Participant may elect to have the amount of his
          Cafeteria Plan Benefit Dollars applied to any one or more of the
          following optional Cafeteria Benefits (to the extent the Participant
          is eligible for such benefit):

                    (1) Health Care Reimbursement Program

                    (2) Dependent Care Assistance Program

                    (3) Insurance Premium Payment Program - Health Insurance
               Benefit

               (b) Each Participant may be eligible for the following Plan
          Benefits in accordance with terms of this Plan and the Insurance
          Contract pursuant to which such Plan Benefit is provided:

                    (1) Group Life Insurance Benefit

                    (2) Disability Insurance Benefit

                    (3) Executive Supplemental Life Insurance Benefit

          SECTION 4.02 HEALTH CARE REIMBURSEMENT PROGRAM

               Each Participant may elect coverage under the Health Care
Reimbursement Program option, in which case Article VI shall apply.

          SECTION 4.03 DEPENDENT CARE ASSISTANCE PROGRAM

               Each Participant may elect coverage under the Dependent Care
Assistance Program option, in which case Article VII shall apply.

          SECTION 4.04 HEALTH INSURANCE BENEFIT

               (a) Each Participant may elect to be covered under a health and
          hospitalization Insurance Contract for the Participant, his or her
          spouse, and his or her Dependents.

               (b) The Employer may select suitable health, hospitalization, and
          dental Insurance Contracts for use in providing this health insurance
          benefit, which policies will provide uniform benefits for all
          Participants electing this Benefit.

               (c) The rights and conditions with respect to the benefits
          payable from such health and hospitalization Insurance Contract shall
          be determined therefrom, and such Insurance Contract shall be
          incorporated herein by reference.


                                       7

<PAGE>

          SECTION 4.05 GROUP LIFE INSURANCE BENEFIT

               (a) Each Participant will be covered under the Group Life
          Insurance Benefit if eligible therefor.

               (b) The Employer may select suitable Life Insurance Contracts for
          use in providing this Group Life Insurance Benefit.

               (c) The rights and conditions with respect to the Benefits
          payable from such Group Life Insurance Contract shall be determined
          therefrom, and such Group Life Insurance Contract shall be
          incorporated herein by reference.

          SECTION 4.06 DISABILITY INSURANCE BENEFIT

               (a) Each Participant will be covered under the Employer's Group
          Disability Insurance Contract if eligible therefor.

               (b) The Employer may select suitable Disability Insurance
          Contracts for use in providing this disability Benefit. The Disability
          Insurance Contract(s) may provide for long-term or short-term
          coverage.

               (c) The rights and conditions with respect to the Benefits
          payable from such Disability Insurance Contract shall be determined
          therefrom, and such Disability Insurance Contract shall be
          incorporated herein by reference.

          SECTION 4.07 EXECUTIVE SUPPLEMENTAL LIFE INSURANCE BENEFIT

               (a) The Employer has elected to purchase business-owned life
          insurance on behalf of certain Participants.

               (b) The rights, conditions and benefits with respect to the
          Executive Supplemental Life Insurance Benefit are set forth in Article
          VIII.

          SECTION 4.08 NONDISCRIMINATION REQUIREMENTS

               (a) It is the intent of this Plan to provide Cafeteria Benefits
          to a classification of employees which the Secretary of the Treasury
          finds not to be discriminatory in favor of the group in whose favor
          discrimination may not occur under Code Section 125.

               (b) It is the intent of this Plan not to provide "qualified
          Benefits" as defined under Code Section 125 to Key Employees in
          amounts that exceed 25% of the aggregate of such Cafeteria Benefits
          provided for all Eligible Employees under the Plan. For purposes of
          the preceding sentence, "qualified benefits" shall not include
          benefits which (without regard to this paragraph) are includible in
          gross income.

               (c) If the Administrator deems it necessary to avoid
          discrimination or possible taxation to Key Employees or a group of
          employees in whose favor discrimination may not occur in violation of
          Code Section 125, it may, but shall not be required to, reject any
          election or reduce contributions or non-taxable Cafeteria Benefits in
          order to assure compliance with this Section. Any act taken by the
          Administrator under this Section shall be carried out in a uniform and
          nondiscriminatory manner. If the Administrator decides


                                       8

<PAGE>

          to reject any election or reduce contributions or non-taxable
          Cafeteria Benefits, it shall be done in the following manner. First,
          the non-taxable Cafeteria Benefits of the affected Participant (either
          an employee who is highly compensated or a Key Employee, whichever is
          applicable) who has the highest amount of non-taxable Cafeteria
          Benefits for the Plan Year shall have his non-taxable benefits reduced
          until the discrimination tests set forth in this Section are satisfied
          or until the amount of his non-taxable Cafeteria Benefits equals the
          non-taxable Cafeteria Benefits of the affected Participant who has the
          second highest amount of non-taxable Cafeteria Benefits . This process
          shall continue until the nondiscrimination tests set forth in this
          Section are satisfied. With respect to any affected Participant who
          has had Cafeteria Benefits reduced pursuant to this Section, the
          reduction shall be made proportionately among Health Care
          Reimbursement Program Benefits and Dependent Care Assistance Program
          Benefits, and once all these Cafeteria Benefits are expended,
          proportionately among insured Cafeteria Benefits. Contributions which
          are not utilized to provide Cafeteria Benefits to any Participant by
          virtue of any administrative act under this paragraph shall be
          forfeited and deposited into the benefit plan surplus.

                                   ARTICLE V
                  PARTICIPANT ELECTIONS FOR CAFETERIA BENEFITS

          SECTION 5.01 INITIAL ELECTIONS

               An Employee who meets the eligibility requirements of Section
2.01 on the first day of, or during, a Plan Year may elect to participate in the
component of this Plan which provides Cafeteria Benefits for all or the
remainder of such Plan Year, provided he elects to do so before his effective
date of participation pursuant to Section 2.02. However, if such Employee does
not complete an application to participate and benefit election form and deliver
it to the Administrator before such date, his Election Period shall extend 30
calendar days after such date, or for such further period as the Administrator
shall determine and apply on a uniform and nondiscriminatory basis. However, any
election during the extended 30-day election period pursuant to this Section
5.01 shall not be effective until the first pay period following the later of
such Participant's effective date of participation pursuant to Section 2.02 or
the date of the receipt of the election form by the Administrator, and shall be
limited to the Cafeteria Benefit expenses incurred for the balance of the Plan
Year for which the election is made. Notwithstanding the foregoing, in the case
of insured Benefits, a new Participant will automatically be enrolled for such
Benefits unless the Participant elects not to be covered.

          SECTION 5.02 SUBSEQUENT ANNUAL ELECTIONS

               During the Election Period prior to each subsequent Plan Year,
each Participant shall be given the opportunity to elect, on an election of
benefits form to be provided by the Administrator, which Benefit options he
wishes to select and purchase with his Cafeteria Plan Benefit Dollars. Any such
election shall be effective for any Cafeteria Benefit expenses incurred during
the Plan Year which follows the end of the Election Period. With regard to
subsequent annual elections, the following options shall apply:

               (a) A Participant or Employee who failed to initially elect to
          participate may elect different or new Cafeteria Benefits under the
          Plan during the Election Period;


                                       9

<PAGE>

               (b) A Participant may terminate his participation in the Plan by
          notifying the Administrator in writing during the Election Period that
          he does not want to participate in the Plan for the next Plan Year;

               (c) An Employee who elects not to participate for the Plan Year
          following the Election Period will have to wait until the next
          Election Period before again electing to participate in the Plan,
          except as provided for in Section 5.04.

          SECTION 5.03 FAILURE TO ELECT

               Any Participant who fails to complete a new benefit election form
pursuant to Section 5.02 by the end of the applicable Election Period shall be
treated in the following manner:

               (a) With regard to Cafeteria Benefits available under the Plan
          for which no Premium Expenses apply, such Participant shall be deemed
          to have elected not to participate in the Plan for the upcoming Plan
          Year. No further Salary Redirections shall therefore be authorized or
          made for the subsequent Plan Year for such Cafeteria Benefits.

               (b) With regard to Cafeteria Benefits available under the Plan
          for which Premium Expenses apply, such Participant shall be deemed to
          have made the same Cafeteria Benefit elections as are then in effect
          for the current Plan Year. The Participant shall also be deemed to
          have elected Salary Redirection in an amount necessary to purchase
          such Cafeteria Benefit options.

          SECTION 5.04 CHANGE OF ELECTIONS

               (a) Any Participant may change a Cafeteria Benefit election after
          the Plan Year (to which such election relates) has commenced and make
          new elections with respect to the remainder of such Plan Year if,
          under the facts and circumstances, the changes are necessitated by and
          are consistent with a change in status which is acceptable under rules
          and regulations adopted by the Department of the Treasury, the
          provisions of which are incorporated by reference. Notwithstanding
          anything herein to the contrary, if the rules and regulations
          conflict, then such rules and regulations shall control.

                    In general, a change in election is not consistent if the
          change in status is the Participant's divorce, annulment or legal
          separation from a spouse, the death of a spouse or dependent, or a
          dependent ceasing to satisfy the eligibility requirements for
          coverage, and the Participant's election under the Plan is to cancel
          accident or health insurance coverage for any individual other than
          the one involved in such event. In addition, if the Participant,
          spouse or dependent gains or loses eligibility for coverage, then a
          Participant's election under the Plan to cease or decrease coverage
          for that individual under the Plan corresponds with that change in
          status only if coverage for that individual becomes applicable or is
          increased under the family member plan.

                    Regardless of the consistency requirement, if the
          individual, the individual's spouse, or dependent becomes eligible for
          continuation coverage under the Employer's group health plan as
          provided in Code Section 4980B or any similar state law, then the
          individual may elect to increase payments under this Plan in order to
          pay


                                       10

<PAGE>

          for the continuation coverage. However, this does not apply for COBRA
          eligibility due to divorce, annulment or legal separation.

                    Any new election shall be effective at such time as the
          Administrator shall prescribe, but not earlier than the first pay
          period beginning after the election form is completed and returned to
          the Administrator. For the purposes of this subsection, a change in
          status shall only include the following events or other events
          permitted by Treasury regulations:

                    (1) Legal Marital Status: events that change a Participant's
               legal marital status, including marriage, divorce, death of a
               spouse, legal separation or annulment;

                    (2) Number of Dependents: Events that change a Participant's
               number of dependents, including birth, adoption, placement for
               adoption, or death of a dependent;

                    (3) Employment Status: Any of the following events that
               change the employment status of the Participant, spouse, or
               dependent: termination or commencement of employment, a strike or
               lockout, commencement or return from an unpaid leave of absence,
               or a change in worksite. In addition, if the eligibility
               conditions of this Plan or other employee benefit plan of the
               Employer of the Participant, spouse, or dependent depend on the
               employment status of that individual and there is a change in
               that individual's employment status with the consequence that the
               individual becomes (or ceases to be) eligible under the Plan,
               then that change constitutes a change in employment under this
               subsection;

                    (4) Dependent satisfies or ceases to satisfy the eligibility
               requirements: An event that causes the Participant's dependent to
               satisfy or cease to satisfy the requirements for coverage due to
               attainment of age, student status, or any similar circumstance;
               and

                    (5) Residency: A change in the place of residence of the
               Participant, spouse or dependent.

                    For the Dependent Care Assistance Program, a dependent
          becoming or ceasing to be a "Qualifying Dependent" as defined under
          Code Section 21(b) shall also qualify as a change in status.

               (b) Notwithstanding subsection (a), a Participant may change an
          election for accident or health coverage during a Plan Year and make a
          new election that corresponds with the special enrollment rights
          provided in Code Section 9801(f). Such change shall take place on a
          prospective basis.

               (c) Notwithstanding subsection (a), in the event of a judgment,
          decree, or order ("order") resulting from a divorce, legal separation,
          annulment, or change in legal custody (including a qualified medical
          child support order defined in ERISA Section 609) which requires
          accident or health coverage for a Participant's child (including a
          foster child who is a dependent of the Participant):


                                       11

<PAGE>

                    (1) The Plan may change an election to provide coverage for
               the child if the order requires coverage under the Participant's
               plan; or

                    (2) The Participant shall be permitted to change an election
               to cancel coverage for the child if the order requires the former
               spouse to provide coverage for such child, under that
               individual's plan and such coverage is actually provided.

               (d) Notwithstanding subsection (a), a Participant may change
          elections to cancel accident or health coverage for the Participant or
          the Participant's spouse or dependent if the Participant or the
          Participant's spouse or dependent is enrolled in the accident or
          health coverage of the Employer and becomes entitled to coverage
          (i.e., enrolled) under Part A or Part B of the Title XVIII of the
          Social Security Act (Medicare) or Title XIX of the Social Security Act
          (Medicaid), other than coverage consisting solely of benefits under
          Section 1928 of the Social Security Act (the program for distribution
          of pediatric vaccines). If the Participant or the Participant's spouse
          or dependent who has been entitled to Medicaid or Medicare coverage
          loses eligibility, that individual may prospectively elect coverage
          under the Plan if a benefit package option under the Plan provides
          similar coverage.

               (e) If the cost of a Cafeteria Benefit provided under the Plan
          increases or decreases during a Plan Year, then the Plan shall
          automatically increase or decrease, as the case may be, the Salary
          Redirections of all affected Participants for such Cafeteria Benefit.
          Alternatively, if the cost of a benefit package option increases
          significantly, the Administrator shall permit the affected
          Participants to either make corresponding changes in their payments or
          revoke their elections and, in lieu thereof, receive on a prospective
          basis coverage under another benefit package option with similar
          coverage, or drop coverage prospectively if there is no benefit
          package option with similar coverage.

                    A cost increase or decrease refers to an increase or
          decrease in the amount of elective contributions under the Plan,
          whether resulting from an action taken by the Participants or an
          action taken by the Employer.

                    If the coverage under a Cafeteria Benefit is significantly
          curtailed or ceases during a Plan Year, affected Participants may
          revoke their elections of such cafeteria Benefit and, in lieu thereof,
          elect to receive on a prospective basis coverage under another plan
          with similar coverage, or drop coverage prospectively if no similar
          coverage is offered.

                    If, during the period of coverage, a new benefit package
          option or other coverage option is added, an existing benefit package
          option is significantly improved, or an existing benefit package
          option or other coverage option is eliminated, then the affected
          Participants may elect the newly-added option, or elect another option
          if an option has been eliminated prospectively and make corresponding
          election changes with respect to other benefit package options
          providing similar coverage. In addition, those Eligible Employees who
          are not participating in the Plan may opt to become Participants and
          elect the new or newly improved benefit package option.

                    A Participant may make a prospective election change to add
          group health coverage for the Participant, the Participant's spouse or
          dependent if such


                                       12

<PAGE>

          individual loses group health coverage sponsored by a governmental or
          educational institution, including a state children's health insurance
          program under the Social Security Act, the Indian Health Service or a
          health program offered by an Indian tribal government, a state health
          benefits risk pool, or a foreign government group health plan.

                    A Participant may make a prospective election change that is
          on account of and corresponds with a change made under the Plan of a
          spouse's, former spouse's or dependent's employer if (1) the cafeteria
          plan or other benefits plan of the spouse's, former spouse's or
          dependent's employer permits its participants to make a change; or (2)
          the Plan permits participants to make an election for a period of
          coverage that is different from the period of coverage under the
          cafeteria plan of a spouse's, former spouse's or dependent's employer.

                    A Participant may make a prospective election change that is
          on account of and corresponds with a change by the Participant in the
          dependent care provider. The availability of dependent care services
          from a new childcare provider is similar to a new benefit package
          option becoming available. A cost change is allowable in the Dependent
          Care Assistance Program only if the cost change is imposed by a
          dependent care provider who is not related to the Participant, as
          defined in Code Section 152(a)(1) through (8).

                    A Participant shall not be permitted to change an election
          to the Health Care Reimbursement Plan as a result of a cost or
          coverage change under this subsection.

                                   ARTICLE VI
                        HEALTH CARE REIMBURSEMENT PROGRAM

          SECTION 6.01 ESTABLISHMENT OF PROGRAM

               This Health Care Reimbursement Program is intended to qualify as
a medical reimbursement plan under Code Section 105 and shall be interpreted in
a manner consistent with such Code Section and the Treasury regulations
thereunder. Participants who elect to participate in this Health Care
Reimbursement Program may submit claims for the reimbursement of Medical
Expenses. All amounts reimbursed under this Health Care Reimbursement Program
shall be periodically paid from amounts allocated to the Health Care
Reimbursement Fund. Periodic payments reimbursing Participants from the Health
Care Reimbursement Fund shall in no event occur less frequently than monthly.

          SECTION 6.02 DEFINITIONS

               For the purposes of this Article and the Cafeteria Plan, the
terms below have the following meaning:

               (a) "Health Care Reimbursement Fund" means the fund established
          for Participants pursuant to this Plan to which part of their
          Cafeteria Plan Benefit Dollars may be allocated and from which all
          allowable Medical Expenses may be reimbursed.

               (b) "Health Care Reimbursement Program" means the plan of
          benefits contained in this Article, which provides for the
          reimbursement of eligible Medical Expenses incurred by a Participant
          or his Dependents.


                                       13

<PAGE>

               (c) "Highly Compensated Participant" means, for the purposes of
          this Article and determining discrimination under Code Section 105(h),
          a participant who is:

                    (1) one of the 5 highest paid officers;

                    (2) a shareholder who owns (or is considered to own applying
               the rules of Code Section 318) more than 10 percent in value of
               the stock of the Employer; or

                    (3) among the highest paid 25 percent of all Employees
               (other than exclusions permitted by Code Section 105(h)(3)(B) for
               those individuals who are not Participants).

               (d) "Medical Expenses" means any expense for medical care within
          the meaning of the term "medical care" or "medical expense" as defined
          in Code Section 213 and the rulings and Treasury regulations
          thereunder, and not otherwise used by the Participant as a deduction
          in determining his tax liability under the Code. However, a
          Participant may not be reimbursed for the cost of other health
          coverage such as premiums paid under plans maintained by the employer
          of the Participant's spouse or individual policies maintained by the
          Participant or his spouse or Dependent. Furthermore, a Participant may
          not be reimbursed for "qualified long-term care services" as defined
          in Code Section 7702B(c). Effective October 1, 2003, Medical Expenses
          will include medicines and drugs purchased without a physician's
          prescription.

               (e) The definitions of Article I are hereby incorporated by
          reference to the extent necessary to interpret and apply the
          provisions of this Health Care Reimbursement Program.

          SECTION 6.03 FORFEITURES

               The amount in the Health Care Reimbursement Fund as of the end of
any Plan Year (and after the processing of all claims for such Plan Year
pursuant to Section 6.07 hereof) shall be forfeited and credited to the benefit
plan surplus. In such event, the Participant shall have no further claim to such
amount for any reason, subject to Section 9.02.

          SECTION 6.04 LIMITATION ON ALLOCATIONS

               Notwithstanding any provision contained in this Health Care
Reimbursement Program to the contrary, no more than $5,000 may be allocated to
the Health Care Reimbursement Fund by a Participant in or on account of any Plan
Year.

          SECTION 6.05 NONDISCRIMINATION REQUIREMENTS

               (a) It is the intent of this Health Care Reimbursement Program
          not to discriminate in violation of the Code and the Treasury
          regulations thereunder.

               (b) If the Administrator deems it necessary to avoid
          discrimination under this Health Care Reimbursement Program, it may,
          but shall not be required to, reject any elections or reduce
          contributions or Benefits in order to assure compliance with this
          Section. Any act taken by the Administrator under this Section shall
          be carried out in a uniform and nondiscriminatory manner. If the
          Administrator decides to reject any


                                       14

<PAGE>

          elections or reduce contributions or Benefits, it shall be done in the
          following manner. First, the Benefits designated for the Health Care
          Reimbursement Fund by the member of the group in whose favor
          discrimination may not occur pursuant to Code Section 105 that elected
          to contribute the highest amount to the fund for the Plan Year shall
          be reduced until the nondiscrimination tests set forth in this Section
          or the Code are satisfied, or until the amount designated for the fund
          equals the amount designated for the fund by the next member of the
          group in whose favor discrimination may not occur pursuant to Code
          Section 105 who has elected the second highest contribution to the
          Health Care Reimbursement Fund for the Plan Year. This process shall
          continue until the nondiscrimination tests set forth in this Section
          or the Code are satisfied. Contributions which are not utilized to
          provide Benefits to any Participant by virtue of any administrative
          act under this paragraph shall be forfeited and credited to the
          benefit plan surplus.

          SECTION 6.06 COORDINATION WITH CAFETERIA PLAN

               All Participants under the Cafeteria Plan are eligible to receive
Cafeteria Benefits under this Health Care Reimbursement Program. The enrollment
under the Cafeteria Plan shall constitute enrollment under this Health Care
Reimbursement Program. In addition, other matters concerning contributions,
elections and the like shall be governed by the general provisions of the
Cafeteria Plan.

          SECTION 6.07 HEALTH CARE REIMBURSEMENT CLAIMS

               (a) All Medical Expenses incurred by a Participant shall be
          reimbursed during the Plan Year subject to Section 2.06, even though
          the submission of such a claim occurs after his participation
          hereunder ceases; but provided that the Medical Expenses were incurred
          during the applicable Plan Year. Medical Expenses are treated as
          having been incurred when the Participant is provided with the medical
          care that gives rise to the Medical Expenses, not when the Participant
          is formally billed or charged for, or pays for the medical care.

               (b) The Administrator shall direct the reimbursement to each
          eligible Participant for all allowable Medical Expenses, up to a
          maximum of the amount designated by the Participant for the Health
          Care Reimbursement Fund for the Plan Year (prorated in the event of
          termination of employment). Reimbursements shall be made available to
          the Participant throughout the year without regard to the level of
          Cafeteria Plan Benefit Dollars which have been allocated to the fund
          at any given point in time. Furthermore, a Participant shall be
          entitled to reimbursements only for amounts in excess of any payments
          or other reimbursements under any health care plan covering the
          Participant and/or his Spouse or Dependents.

               (c) Claims for the reimbursement of Medical Expenses incurred in
          any Plan Year shall be paid as soon after a claim has been filed as is
          administratively practicable; provided however, that if a Participant
          fails to submit a claim within the 60 day period immediately following
          the end of the Plan Year or 60 days after termination of employment,
          those Medical Expense claims shall not be considered for reimbursement
          by the Administrator.

               (d) Reimbursement payments under this Plan shall be made directly
          to the Participant. However, in the Administrator's discretion,
          payments may be made directly


                                       15

<PAGE>

          to the service provider. The application for payment or reimbursement
          shall be made to the Administrator on an acceptable form within a
          reasonable time of incurring the debt or paying for the service. The
          application shall include a written statement from an independent
          third party stating that the Medical Expense has been incurred and the
          amount of such expense. Furthermore, the Participant shall provide a
          written statement that the Medical Expense has not been reimbursed or
          is not reimbursable under any other health plan coverage and, if
          reimbursed from the Health Care Reimbursement Fund, such amount will
          not be claimed as a tax deduction. The Administrator shall retain a
          file of all such applications.

                                  ARTICLE VII
                        DEPENDENT CARE ASSISTANCE PROGRAM

          SECTION 7.01 ESTABLISHMENT OF PROGRAM

               This Dependent Care Assistance Program is intended to qualify as
a program under Code Section 129 and shall be interpreted in a manner consistent
with such Code Section. Participants who elect to participate in this program
may submit claims for the reimbursement of Employment-Related Dependent Care
Expenses. All amounts reimbursed under this Dependent Care Assistance Program
shall be paid from amounts allocated to the Participant's Dependent Care
Assistance Account.

          SECTION 7.02 DEFINITIONS

               For the purposes of this Article and the Cafeteria Plan the terms
below shall have the following meaning:

               (a) "Dependent Care Assistance Account" means the account
          established for a Participant pursuant to this Article to which part
          of his Cafeteria Plan Benefit Dollars may be allocated and from which
          Employment-Related Dependent Care Expenses of the Participant may be
          reimbursed.

               (b) "Dependent Care Assistance Program" means the program of
          benefits contained in this Article, which provides for the
          reimbursement of eligible expenses for the care of the Qualifying
          Dependents of Participants.

               (c) "Earned Income" means earned income as defined under Code
          Section 32(c)(2), but excluding such amounts paid or incurred by the
          Employer for dependent care assistance to the Participant.

               (d) "Employment-Related Dependent Care Expenses" means the
          amounts paid for expenses of a Participant for those services which if
          paid by the Participant would be considered employment related
          expenses under Code Section 21(b)(2). Generally, they shall include
          expenses for household services or for the care of a Qualifying
          Dependent, to the extent that such expenses are incurred to enable the
          Participant to be gainfully employed for any period for which there
          are one or more Qualifying Dependents with respect to such
          Participant. Employment-Related Dependent Care Expenses are treated as
          having been incurred when the Participant's Qualifying Dependents are
          provided with the dependent care that gives rise to the
          Employment-Related Dependent Care Expenses, not when the Participant
          is formally billed or charged for, or pays for the dependent care. The
          determination of whether an


                                       16

<PAGE>

          amount qualifies as an Employment-Related Dependent Care Expense shall
          be made subject to the following rules:

                    (1) If such amounts are paid for expenses incurred outside
               the Participant's household, they shall constitute
               Employment-Related Dependent Care Expenses only if incurred for a
               Qualifying Dependent as defined in Section 7.02(e)(1) (or deemed
               to be, as described in Section 7.2(e)(1) pursuant to Section
               7.02(e)(3)), or for a Qualifying Dependent as defined in Section
               7.02(e)(2) (or deemed to be, as described in Section 7.2(e)(2)
               pursuant to Section 7.02(e)(3)) who regularly spends at least 8
               hours per day in the Participant's household;

                    (2) If the expense is incurred outside the Participant's
               home at a facility that provides care for a fee, payment, or
               grant for more than 6 individuals who do not regularly reside at
               the facility, the facility must comply with all applicable state
               and local laws and regulations, including licensing requirements,
               if any; and

                    (3) Employment-Related Dependent Care Expenses of a
               Participant shall not include amounts paid or incurred to a child
               of such Participant who is under the age of 19 or to an
               individual who is a dependent of such Participant or such
               Participant's Spouse.

               (e) "Qualifying Dependent" means, for Dependent Care Assistance
          Program purposes,

                    (1) a Dependent of a Participant who is under the age of 13,
               with respect to whom the Participant is entitled to an exemption
               under Code Section 151(c);

                    (2) a Dependent or the Spouse of a Participant who is
               physically or mentally incapable of caring for himself or
               herself; or

                    (3) a child that is deemed to be a Qualifying Dependent
               described in paragraph (1) or (2) above, whichever is
               appropriate, pursuant to Code Section 21(e)(5).

               (f) The definitions of Article I are hereby incorporated by
          reference to the extent necessary to interpret and apply the
          provisions of this Dependent Care Assistance Program.

          SECTION 7.03 DEPENDENT CARE ASSISTANCE ACCOUNTS

               The Administrator shall establish a Dependent Care Assistance
Account for each Participant who elects to apply Cafeteria Plan Benefit Dollars
to Dependent Care Assistance Program benefits.


                                       17

<PAGE>

          SECTION 7.04 INCREASES IN DEPENDENT CARE ASSISTANCE ACCOUNTS

               A Participant's Dependent Care Assistance Account shall be
increased each pay period by the portion of Cafeteria Plan Benefit Dollars that
he has elected to apply toward his Dependent Care Assistance Account pursuant to
elections made under Article V hereof.

          SECTION 7.05 DECREASES IN DEPENDENT CARE ASSISTANCE ACCOUNTS

               A Participant's Dependent Care Assistance Account shall be
reduced by the amount of any Employment-Related Dependent Care Expense
reimbursements paid or incurred on behalf of a Participant pursuant to Section
7.12 hereof.

          SECTION 7.06 ALLOWABLE DEPENDENT CARE ASSISTANCE REIMBURSEMENT

               Subject to limitations contained in Section 7.09 of this Program,
and to the extent of the amount contained in the Participant's Dependent Care
Assistance Account, a Participant who incurs Employment-Related Dependent Care
Expenses shall be entitled to receive from the Employer full reimbursement for
the entire amount of such expenses incurred during the Plan Year or portion
thereof during which he is a Participant.

          SECTION 7.07 STATEMENT OF BENEFITS

               Information about the benefits paid from your accounts in the
Plan is shown on each paycheck that you receive.

          SECTION 7.08 FORFEITURES

               The amount in a Participant's Dependent Care Assistance Account
as of the end of any Plan Year (and after the processing of all claims for such
Plan Year pursuant to Section 7.12 hereof) shall be forfeited and credited to
the benefit plan surplus. In such event, the Participant shall have no further
claim to such amount for any reason.

          SECTION 7.09 LIMITATION ON PAYMENTS

               Notwithstanding any provision contained in this Article to the
contrary, amounts paid from a Participant's Dependent Care Assistance Account in
or on account of any taxable year of the Participant shall not exceed the lesser
of the Earned Income limitation described in Code Section 129(b) or $5,000
($2,500 if a separate tax return is filed by a Participant who is married as
determined under the rules of paragraphs (3) and (4) of Code Section 21(e)).

          SECTION 7.10 NONDISCRIMINATION REQUIREMENTS

               (a) It is the intent of this Dependent Care Assistance Program
          that contributions or benefits not discriminate in favor of the group
          of employees in whose favor discrimination may not occur under Code
          Section 129(d).

               (b) It is the intent of this Dependent Care Assistance Program
          that not more than 25 percent of the amounts paid by the Employer for
          dependent care assistance during the Plan Year will be provided for
          the class of individuals who are shareholders or owners (or their
          Spouses or Dependents), each of whom (on any day of the Plan Year)


                                       18

<PAGE>

          owns more than 5 percent of the stock or of the capital or profits
          interest in the Employer.

               (c) If the Administrator deems it necessary to avoid
          discrimination or possible taxation to a group of employees in whose
          favor discrimination may not occur in violation of Code Section 129 it
          may, but shall not be required to, reject any elections or reduce
          contributions or non-taxable benefits in order to assure compliance
          with this Section. Any act taken by the Administrator under this
          Section shall be carried out in a uniform and nondiscriminatory
          manner. If the Administrator decides to reject any elections or reduce
          contributions or Benefits, it shall be done in the following manner.
          First, the Benefits designated for the Dependent Care Assistance
          Account by the affected Participant that elected to contribute the
          highest amount to such account for the Plan Year shall be reduced
          until the nondiscrimination tests set forth in this Section are
          satisfied, or until the amount designated for the account equals the
          amount designated for the account of the affected Participant who has
          elected the second highest contribution to the Dependent Care
          Assistance Account for the Plan Year. This process shall continue
          until the nondiscrimination tests set forth in this Section are
          satisfied. Contributions which are not utilized to provide Benefits to
          any Participant by virtue of any administrative act under this
          paragraph shall be forfeited.

          SECTION 7.11 COORDINATION WITH CAFETERIA PLAN

               All Participants under the Cafeteria Plan are eligible to receive
Benefits under this Dependent Care Assistance Program. The enrollment and
termination of participation under the Cafeteria Plan shall constitute
enrollment and termination of participation under this Dependent Care Assistance
Program. In addition, other matters concerning contributions, elections and the
like shall be governed by the general provisions of the Cafeteria Plan.

          SECTION 7.12 DEPENDENT CARE ASSISTANCE PROGRAM CLAIMS

               The Administrator shall direct the payment of all such Dependent
Care Assistance claims to the Participant upon the presentation to the
Administrator of documentation of such expenses in a form satisfactory to the
Administrator. However, in the Administrator's discretion, payments may be made
directly to the service provider. In its discretion in administering the Plan,
the Administrator may utilize forms and require documentation of costs as may be
necessary to verify the claims submitted. At a minimum, the form shall include a
statement from an independent third party as proof that the expense has been
incurred and the amount of such expense. In addition, the Administrator may
require that each Participant who desires to receive reimbursement under this
Program for Employment-Related Dependent Care Expenses submit a statement which
may contain some or all of the following information:

               (a) The Dependent or Dependents for whom the services were
          performed;

               (b) The nature of the services performed for the Participant, the
          cost of which he wishes reimbursement;

               (c) The relationship, if any, of the person performing the
          services to the Participant;


                                       19

<PAGE>

               (d) If the services are being performed by a child of the
          Participant, the age of the child;

               (e) A statement as to where the services were performed;

               (f) If any of the services were performed outside the home, a
          statement as to whether the Dependent for whom such services were
          performed spends at least 8 hours a day in the Participant's
          household;

               (g) If the services were being performed in a day care center, a
          statement:

                    (1) that the day care center complies with all applicable
               laws and regulations of the state of residence,

                    (2) that the day care center provides care for more than 6
               individuals (other than individuals residing at the center), and

                    (3) of the amount of fee paid to the provider.

               (h) If the Participant is married, a statement containing the
          following:

                    (1) the Spouse's salary or wages if he or she is employed,
               or

                    (2) if the Participant's Spouse is not employed, that

                         (i) he or she is incapacitated, or

                         (ii) he or she is a full-time student attending an
                    educational institution and the months during the year which
                    he or she attended such institution.

               (i) If a Participant fails to submit a claim within the 60 day
          period immediately following the end of the Plan Year or within the 60
          day period immediately following termination of employment, those
          claims shall not be considered for reimbursement by the Administrator.

                                  ARTICLE VIII
                  EXECUTIVE SUPPLEMENTAL LIFE INSURANCE PROGRAM

          SECTION 8.01 ESTABLISHMENT OF PLAN

               This Executive Supplemental Life Insurance Program has been
established by the Employer to attract, reward and retain certain highly
qualified Employees. The basis of this program is a business-owned life
insurance contract purchased and maintained by the Employer. The terms and
conditions of such contract are incorporated herein. The Employer reserves the
right to terminate this program at any time.

          SECTION 8.02 PARTICIPATION & TERMINATION

               (a) Participation in the Plan shall be limited to those Employees
          of the Employer or of an Affiliated Employer selected by the Employer,
          in its sole discretion, to participate in the Plan.


                                       20

<PAGE>

               (b) A Participant's rights under this Plan shall cease and his or
          her participation in the Plan shall terminate upon the election of
          company to terminate the Executive Supplemental Life Insurance Program
          or the Plan. Participation does not terminate upon termination of
          employment.

          SECTION 8.03 COORDINATION WITH CAFETERIA PLAN

          Participants under the Cafeteria Plan are not eligible to receive
Benefits under this Executive Supplemental Life Insurance Program unless
selected by the Administrator. Enrollment under the Cafeteria Plan shall not
constitute enrollment under this Executive Supplemental Life Insurance Plan. In
addition, other matters concerning contributions, elections and the like shall
not be governed by the general provisions of the Cafeteria Plan and shall
instead be governed by this Article and the insurance contract incorporated
herein by reference.

                                   ARTICLE IX
                                ERISA PROVISIONS

          SECTION 9.01 CLAIM FOR BENEFITS

               (a) Any claim for Benefits underwritten by an Insurance Contract
          shall be made to the Insurer. If the Insurer denies any claim, the
          Participant or beneficiary shall follow the Insurer's claims review
          procedure. Any other claim for Benefits shall be made to the
          Administrator. If the Administrator denies a claim, the Administrator
          may provide notice to the Participant or beneficiary, in writing,
          within 90 days after the claim is filed unless special circumstances
          require an extension of time for processing the claim. If the
          Administrator does not notify the Participant of the denial of the
          claim within the 90 day period specified above, then the claim shall
          be deemed denied. The notice of a denial of a claim shall be written
          in a manner calculated to be understood by the claimant and shall set
          forth:

                    (1) specific references to the pertinent Plan provisions on
               which the denial is based;

                    (2) a description of any additional material or information
               necessary for the claimant to perfect the claim and an
               explanation as to why such information is necessary; and

                    (3) an explanation of the Plan's claim procedure.

               (b) Within 60 days after receipt of the above material, the
          claimant shall have a reasonable opportunity to appeal the claim
          denial to the Administrator for a full and fair review. The claimant
          or his duly authorized representative may:

                    (1) request a review upon written notice to the
               Administrator;

                    (2) review pertinent documents; and

                    (3) submit issues and comments in writing.

               (c) A decision on the review by the Administrator will be made
          not later than 60 days after receipt of a request for review, unless
          special circumstances require an


                                       21

<PAGE>

          extension of time for processing (such as the need to hold a hearing),
          in which event a decision should be rendered as soon as possible, but
          in no event later than 120 days after such receipt. The decision of
          the Administrator shall be written and shall include specific reasons
          for the decision, written in a manner calculated to be understood by
          the claimant, with specific references to the pertinent Plan
          provisions on which the decision is based.

               (d) Any balance remaining in the Participants' Health Care
          Reimbursement Fund or Dependent Care Assistance Account as of the end
          of each Plan Year shall be forfeited and deposited in the benefit plan
          surplus of the Employer pursuant to Section 6.03 or Section 7.08,
          whichever is applicable, unless the Participant had made a claim for
          such Plan Year, in writing, which has been denied or is pending; in
          which event the amount of the claim shall be held in his account until
          the claim appeal procedures set forth above have been satisfied or the
          claim is paid. If any such claim is denied on appeal, the amount held
          beyond the end of the Plan Year shall be forfeited and credited to the
          benefit plan surplus.

               (e) Notwithstanding the foregoing, in the case of a claim for
          medical expenses under the Health Care Reimbursement Plan, the
          following timetable for claims and rules below apply:

<TABLE>
<S>                                                       <C>
Notification of whether claim is accepted or denied       30 days
Extension due to matters beyond the control of the Plan   15 days
Insufficient information on the Claim:
   Notification of                                        15 days
   Response by Participant                                45 days
   Review of claim denial                                 60 days
</TABLE>

                    The Plan Administrator will provide written or electronic
               notification of any claim denial. The notice will state:

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

                    (2) Reference to the specific Plan provisions on which the
               denial was based.

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

                    (4) A description of the Plan's review procedures and the
               time limits applicable to such procedures. This will include a
               statement of the right to bring a civil action under section 502
               of ERISA following a denial on review.

                    (5) A statement that the claimant is entitled to receive,
               upon request and free of charge, reasonable access to, and copies
               of, all documents, records, and other information relevant to the
               Claim.


                                       22

<PAGE>

                    (6) If the denial was based on an internal rule, guideline,
               protocol, or other similar criterion, the specific rule,
               guideline, protocol, or criterion will be provided free of
               charge. If this is not practical, a statement will be included
               that such a rule, guideline, protocol, or criterion was relied
               upon in making the denial and a copy will be provided free of
               charge to the claimant upon request.

               When the Participant receives a denial, the Participant shall
have 180 days following receipt of the notification in which to appeal the
decision. The Participant may submit written comments, documents, records, and
other information relating to the Claim. If the Participant requests, the
Participant shall be provided, free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the Claim.

               The period of time within which a denial on review is required to
be made will begin at the time an appeal is filed in accordance with the
procedures of the Plan. This timing is without regard to whether all the
necessary information accompanies the filing.

               A document, record, or other information shall be considered
relevant to a Claim if it:

                    (1) was relied upon in making the claim determination;

                    (2) was submitted, considered, or generated in the course of
               making the claim determination, without regard to whether it was
               relied upon in making the claim determination;

                    (3) demonstrated compliance with the administrative
               processes and safeguards designed to ensure and to verify that
               claim determinations are made in accordance with Plan documents
               and Plan provisions have been applied consistently with respect
               to all claimants; or

                    (4) constituted a statement of policy or guidance with
               respect to the Plan concerning the denied claim.

               The review will take into account all comments, documents,
records, and other information submitted by the claimant relating to the Claim,
without regard to whether such information was submitted or considered in the
initial claim determination. The review will not afford deference to the initial
denial and will be conducted by a fiduciary of the Plan who is neither the
individual who made the adverse determination nor a subordinate of that
individual.

          SECTION 9.02 APPLICATION OF BENEFIT PLAN SURPLUS

               Any forfeited amounts credited to the benefit plan surplus by
virtue of the failure of a Participant to incur a qualified expense or seek
reimbursement in a timely manner may, but need not be, separately accounted for
after the close of the Plan Year (or after such further time specified herein
for the filing of claims) in which such forfeitures arose. In no event shall
such amounts be carried over to reimburse a Participant for expenses incurred
during a subsequent Plan Year for the same or any other Benefit available under
the Plan; nor shall amounts forfeited by a particular Participant be made
available to such Participant in any other form or


                                       23

<PAGE>

manner, except as permitted by Treasury regulations. Amounts in the benefit plan
surplus shall first be used to defray any administrative costs and experience
losses and thereafter be retained by the Employer.

          SECTION 9.03 NAMED FIDUCIARY

               The Administrator shall be the named fiduciary pursuant to ERISA
Section 402 and shall be responsible for the management and control of the
operation and administration of the Plan.

          SECTION 9.04 GENERAL FIDUCIARY RESPONSIBILITIES

               The Administrator and any other fiduciary under ERISA shall
discharge their duties with respect to this Plan solely in the interest of the
Participants and their beneficiaries and

               (a) for the exclusive purpose of providing Benefits to
          Participants and their beneficiaries and defraying reasonable expenses
          of administering the Plan;

               (b) with the care, skill, prudence and diligence under the
          circumstances then prevailing that a prudent man acting in 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) in accordance with the documents and instruments governing
          the Plan insofar as such documents and instruments are consistent with
          ERISA.

          SECTION 9.05 NONASSIGNABILITY OF RIGHTS

               The right of any Participant to receive any reimbursement under
the Plan shall not be alienable by the Participant by assignment or any other
method, and shall not be subject to the rights of creditors, and any attempt to
cause such right to be so subjected shall not be recognized, except to such
extent as may be required by law.

                                    ARTICLE X
                                 ADMINISTRATION

          SECTION 10.01 PLAN ADMINISTRATION

               The operation of the Plan shall be under the supervision of the
Administrator. It shall be a principal duty of the Administrator to see that the
Plan is carried out in accordance with its terms, and for the exclusive benefit
of Employees entitled to participate in the Plan. The Administrator shall have
full power to administer the Plan in all of its details, subject, however, to
the pertinent provisions of the Code. The Administrator's powers shall include,
but shall not be limited to the following authority, in addition to all other
powers provided by this Plan:

               (a) To make and enforce such rules and regulations as the
          Administrator deems necessary or proper for the efficient
          administration of the Plan;

               (b) To interpret the Plan, the Administrator's interpretations
          thereof in good faith to be final and conclusive on all persons
          claiming benefits by operation of the Plan;


                                       24

<PAGE>

               (c) To decide all questions concerning the Plan and the
          eligibility of any person to participate in the Plan and to receive
          benefits provided by operation of the Plan;

               (d) To reject elections or to limit contributions or Benefits for
          certain highly compensated participants if it deems such to be
          desirable in order to avoid discrimination under the Plan in violation
          of applicable provisions of the Code;

               (e) To provide Employees with a reasonable notification of their
          benefits available by operation of the Plan;

               (f) To approve reimbursement requests and to authorize the
          payment of benefits; and

               (g) To appoint such agents, counsel, accountants, consultants,
          and actuaries as may be required to assist in administering the Plan.

               Any procedure, discretionary act, interpretation or construction
     taken by the Administrator shall be done in a nondiscriminatory manner
     based upon uniform principles consistently applied and shall be consistent
     with the intent that the Plan shall continue to comply with the terms of
     Code Section 125 and the Treasury regulations thereunder.

          SECTION 10.02 EXAMINATION OF RECORDS

               The Administrator shall make available to each Participant,
Eligible Employee and any other Employee of the Employer such records as pertain
to their interest under the Plan for examination at reasonable times during
normal business hours.

          SECTION 10.03 PAYMENT OF EXPENSES

               Any reasonable administrative expenses shall be paid by the
Employer unless the Employer determines that administrative costs shall be borne
by the Participants under the Plan or by any Trust Fund which may be established
hereunder. The Administrator may impose reasonable conditions for payments,
provided that such conditions shall not discriminate in favor of highly
compensated employees.

          SECTION 10.04 INSURANCE CONTROL CLAUSE

               In the event of a conflict between the terms of this Plan and the
terms of an Insurance Contract of an independent third party Insurer whose
product is then being used in conjunction with this Plan, the terms of the
Insurance Contract shall control as to those Participants receiving coverage
under such Insurance Contract. For this purpose, the Insurance Contract shall
control in defining the persons eligible for insurance, the dates of their
eligibility, the conditions which must be satisfied to become insured, if any,
the benefits Participants are entitled to and the circumstances under which
insurance terminates.

          SECTION 10.05 INDEMNIFICATION OF ADMINISTRATOR

               The Employer agrees to indemnify and to defend to the fullest
extent permitted by law any Employee serving as the Administrator or as a member
of a committee designated as Administrator (including any Employee or former
Employee who previously served as


                                       25

<PAGE>

Administrator or as a member of such committee) against all liabilities,
damages, costs and expenses (including attorney's fees and amounts paid in
settlement of any claims approved by the Employer) occasioned by any act or
omission to act in connection with the Plan, if such act or omission is in good
faith.

                                   ARTICLE XI
                        AMENDMENT OR TERMINATION OF PLAN

          SECTION 11.01 AMENDMENT

               The Employer, at any time or from time to time, may amend any or
all of the provisions of the Plan without the consent of any Employee or
Participant. No amendment shall have the effect of modifying any benefit
election of any Participant in effect at the time of such amendment, unless such
amendment is made to comply with Federal, state or local laws, statutes or
regulations.

          SECTION 11.02 TERMINATION

               The Employer is establishing this Plan with the intent that it
will be maintained for an indefinite period of time. Notwithstanding the
foregoing, the Employer reserves the right to terminate this Plan, in whole or
in part, at any time. In the event the Plan is terminated, no further
contributions shall be made. Benefits under any Insurance Contract shall be paid
in accordance with the terms of the Contract.

               No further additions shall be made to the Health Care
Reimbursement Fund or Dependent Care Assistance Account, but all payments from
such fund shall continue to be made according to the elections in effect until
the end of the Plan Year in which the Plan termination occurs (and for a
reasonable period of time thereafter, if required for the filing of claims). Any
amounts remaining in any such fund or account as of the end of the Plan Year in
which Plan termination occurs shall be forfeited and deposited in the benefit
plan surplus after the expiration of the filing period.

                                   ARTICLE XII
                                  MISCELLANEOUS

          SECTION 12.01 PLAN INTERPRETATION

               All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. This Plan shall be read in its entirety and
not severed except as provided in Section 12.12.

          SECTION 12.02 GENDER AND NUMBER

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


                                       26

<PAGE>

          SECTION 12.03 WRITTEN DOCUMENT

               This Plan, in conjunction with any separate written document
which may be required by law, is intended to satisfy the written Plan
requirement of Code Section 125 and any Treasury regulations thereunder relating
to cafeteria plans.

          SECTION 12.04 EXCLUSIVE BENEFIT

               This Plan shall be maintained for the exclusive benefit of the
Employees who participate in the Plan.

          SECTION 12.05 PARTICIPANT'S RIGHTS

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

          SECTION 12.06 ACTION BY THE EMPLOYER

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

          SECTION 12.07 EMPLOYER'S PROTECTIVE CLAUSES

               (a) Upon the failure of either the Participant or the Employer to
          obtain the insurance contemplated by this Plan (whether as a result of
          negligence, gross neglect or otherwise), the Participant's Benefits
          shall be limited to the insurance premium(s), if any, that remained
          unpaid for the period in question and the actual insurance proceeds,
          if any, received by the Employer or the Participant as a result of the
          Participant's claim.

               (b) The Employer's liability to the Participant shall only extend
          to and shall be limited to any payment actually received by the
          Employer from the Insurer. In the event that the full insurance
          Benefit contemplated is not promptly received by the Employer within a
          reasonable time after submission of a claim, then the Employer shall
          notify the Participant of such facts and the Employer shall no longer
          have any legal obligation whatsoever (except to execute any document
          called for by a settlement reached by the Participant). The
          Participant shall be free to settle, compromise or refuse to pursue
          the claim as the Participant, in his sole discretion, shall see fit.

               (c) The Employer shall not be responsible for the validity of any
          Insurance Contract issued hereunder or for the failure on the part of
          the Insurer to make payments provided for under any Insurance
          Contract. Once insurance is applied for or obtained, the Employer
          shall not be liable for any loss which may result from the failure to
          pay Premiums to the extent Premium notices are not received by the
          Employer.


                                       27

<PAGE>

          SECTION 12.08 NO GUARANTEE OF TAX CONSEQUENCES

               Neither the Administrator nor the Employer makes any commitment
or guarantee that any amounts paid to or for the benefit of a Participant under
the Plan will be excludable from the Participant's gross income for federal or
state income tax purposes, or that any other federal or state tax treatment will
apply to or be available to any Participant. It shall be the obligation of each
Participant to determine whether each payment under the Plan is excludable from
the Participant's gross income for federal and state income tax purposes, and to
notify the Employer if the Participant has reason to believe that any such
payment is not so excludable. Notwithstanding the foregoing, the rights of
Participants under this Plan shall be legally enforceable.

          SECTION 12.09 INDEMNIFICATION OF EMPLOYER BY PARTICIPANTS

               If any Participant receives one or more payments or
reimbursements under the Plan that are not for a permitted Benefit, such
Participant shall indemnify and reimburse the Employer for any liability it may
incur for failure to withhold federal or state income tax or Social Security tax
from such payments or reimbursements. However, such indemnification and
reimbursement shall not exceed the amount of additional federal and state income
tax (plus any penalties) that the Participant would have owed if the payments or
reimbursements had been made to the Participant as regular cash compensation,
plus the Participant's share of any Social Security tax that would have been
paid on such compensation, less any such additional income and Social Security
tax actually paid by the Participant.

          SECTION 12.10 FUNDING

               Unless otherwise required by law, contributions to the Plan need
not be placed in trust or dedicated to a specific Benefit, but may instead be
considered general assets of the Employer. Furthermore, and unless otherwise
required by law, nothing herein shall be construed to require the Employer or
the Administrator to maintain any fund or segregate any amount for the benefit
of any Participant, and no Participant or other person shall have any claim
against, right to, or security or other interest in, any fund, account or asset
of the Employer from which any payment under the Plan may be made.

          SECTION 12.11 GOVERNING LAW

               This Plan is governed by the Code and the Treasury regulations
issued thereunder (as they might be amended from time to time). In no event
shall the Employer guarantee the favorable tax treatment sought by this Plan. To
the extent not preempted by Federal law, the provisions of this Plan shall be
construed, enforced and administered according to the laws of the State of
Alabama.

          SECTION 12.12 SEVERABILITY

               If any provision of the Plan is held invalid or unenforceable,
its invalidity or unenforceability shall not affect any other provisions of the
Plan, and the Plan shall be construed and enforced as if such provision had not
been included herein.


                                       28

<PAGE>

          SECTION 12.13 CAPTIONS

               The captions contained herein are inserted only as a matter of
convenience and for reference, and in no way define, limit, enlarge or describe
the scope or intent of the Plan, nor in any way shall affect the Plan or the
construction of any provision thereof.

          SECTION 12.14 CONTINUATION OF COVERAGE

               Notwithstanding anything in the Plan to the contrary, in the
event any benefit under this Plan subject to the continuation coverage
requirement of Code Section 4980B becomes unavailable, each Participant will be
entitled to continuation coverage as prescribed in Code Section 4980B.

          SECTION 12.15 FAMILY AND MEDICAL LEAVE ACT

               Notwithstanding anything in the Plan to the contrary, in the
event any Benefit under this Plan becomes subject to the requirements of the
Family and Medical Leave Act and regulations thereunder, this Plan shall be
operated in accordance with Regulation 1.125-3.

          SECTION 12.16 HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT

               Notwithstanding anything in this Plan to the contrary, this Plan
shall be operated in accordance with HIPAA and regulations thereunder.

          SECTION 12.17 UNIFORM SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT

               Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service shall be provided in accordance with USERRA and the regulations
thereunder.


                                       29

<PAGE>

               IN WITNESS WHEREOF, this Plan document is hereby executed this
__________ day of ________________________, 2003.

                                        ProAssurance Group Services Corporation


                                        By
                                           -------------------------------------
                                           EMPLOYER


                                       30

<PAGE>

                       CERTIFICATE OF CORPORATE RESOLUTION

               The undersigned Secretary of ProAssurance Group Services
Corporation (the Corporation) hereby certifies that the following resolutions
were duly adopted by the board of directors of the Corporation on
______________________, and that such resolutions have not been modified or
rescinded as of the date hereof:

               RESOLVED, that the form of amended Cafeteria Plan including a
Dependent Care Assistance Program and Health Care Reimbursement Plan effective
October 1, 2003, presented to this meeting is hereby approved and adopted and
that the proper officers of the Corporation are hereby authorized and directed
to execute and deliver to the Administrator of the Plan one or more counterparts
of the Plan.

               RESOLVED, that the Administrator shall be instructed to take such
actions that are deemed necessary and proper in order to implement the Plan, and
to set up adequate accounting and administrative procedures to provide benefits
under the Plan.

               RESOLVED, that the proper officers of the Corporation shall act
as soon as possible to notify the employees of the Corporation of the adoption
of the Cafeteria Plan by delivering to each employee a copy of the summary
description of the Plan in the form of the Summary Plan Description presented to
this meeting, which form is hereby approved.

               The undersigned further certifies that attached hereto as
Exhibits A and B, respectively, are true copies of ProAssurance Corporation
Employee Benefit Plan as amended and restated and the Summary Plan Description
approved and adopted in the foregoing resolutions.


                                        ----------------------------------------
                                        Secretary

                                        Date:
                                              ----------------------------------