MICROAGE, INC.
                            RETIREMENT SAVINGS PLAN
                 (Amended and Restated as of November 2, 1998)

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                                TABLE OF CONTENTS

PREAMBLE AND INTRODUCTION......................................................1
ARTICLE 1......................................................................1
         1.1 EFFECTIVE DATE....................................................1
ARTICLE 2......................................................................2
         2.1 DEFINITIONS.......................................................2
         2.2 TOP HEAVY PLAN PROVISIONS........................................11
         2.3 HIGHLY COMPENSATED EMPLOYEE......................................12
         2.4 CONSTRUCTION.....................................................13
 ARTICLE 3....................................................................14
         3.1 ELIGIBILITY......................................................14
         3.2 PARTICIPATION....................................................15
         3.3 CREDITING OF SERVICE.............................................15
         3.4 EFFECT OF REHIRING...............................................15
         3.5 AUTHORIZED LEAVES OF ABSENCE.....................................16
         3.6. SERVICE WITH AFFILIATED EMPLOYERS AND ACQUIRED COMPANIES........16
         3.7  TERMINATION OF PARTICIPATION....................................16
         3.8 TRANSFERS TO AND FROM AN ELIGIBLE CLASS OF EMPLOYEES.............16
         3.9 LEASED EMPLOYEES.................................................17
 ARTICLE 4....................................................................17
         4.1 ELECTIVE DEFERRALS...............................................17
         4.2 ELECTIVE DEFERRALS -- DOLLAR LIMITATION..........................19
         4.3  LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.....20
         4.4 DESIGNATION AND CHANGE OF DESIGNATION OF ELECTIVE DEFERRALS......23
         4.5 SUSPENSION OF ELECTIVE DEFERRALS.................................24
         4.6  ROLLOVER CONTRIBUTIONS..........................................24
         4.7 PROHIBITION OF ROLLOVERS FROM CERTAIN PLANS......................25
ARTICLE 5.....................................................................25
         5.1 MATCHING CONTRIBUTIONS...........................................25
         5.2  SPECIAL PURPOSE CONTRIBUTIONS AND TOP HEAVY CONTRIBUTIONS.......25
5.3   ELIGIBLE PARTICIPANTS...................................................25
         5.4 LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES......26
         5.5 ADJUSTMENT OF MATCHING CONTRIBUTION ACCOUNT......................29
         5.6 PAYMENT OF EMPLOYER CONTRIBUTIONS................................29
         5.7 CONDITIONAL NATURE OF CONTRIBUTIONS..............................30
 ARTICLE 6....................................................................30
         6.1 INDIVIDUAL ACCOUNTS..............................................30
         6.2 ALLOCATION OF CONTRIBUTIONS AND FORFEITURES......................31
         6.3 VALUATION AND ADJUSTMENTS........................................32
         6.4 LIMITATION ON ANNUAL ADDITIONS...................................33
 ARTICLE 7....................................................................36
         7.1. DIRECTION BY PARTICIPANT........................................36
         7.2 CHANGE IN INVESTMENT DIRECTIONS..................................37
         7.3 TRANSFERS BETWEEN INVESTMENT FUNDS...............................37
         7.4 PARTICIPANT DIRECTED INDIVIDUAL ACCOUNT PLAN.....................37
ARTICLE 8.....................................................................38
         8.1 GENERAL..........................................................38
         8.2 AMOUNT...........................................................39
         8.3 SECURITY.........................................................39
         8.4  INTEREST RATE...................................................39
         8.5 REPAYMENT PERIOD.................................................39
         8.6 COSTS............................................................40
         8.7 DEFAULT..........................................................40
         8.8 TRANSFERRED LOANS ACCEPTED PURSUANT TO SECTION 4.6...............40
         8.9 SUSPENSION OF LOAN PAYMENTS UNDER CODE SECTION 414(U)............40
ARTICLE 9.....................................................................41
         9.1 PUT OPTION.......................................................41
         9.2 RIGHT OF FIRST REFUSAL...........................................42
         9.3 VOTING RIGHT.....................................................43
         9.4 TENDER OR EXCHANGE OFFERS........................................45
         9.5 SECURITIES REGISTRATION..........................................46
         9.6 SECURITIES RESTRICTIONS..........................................47
ARTICLE 10....................................................................47
         10.1 VESTING IN THE ELECTIVE DEFERRAL ACCOUNT, ESOP ACCOUNT,
                  SPECIAL PURPOSE CONTRIBUTION ACCOUNT, ROLLOVER
                  CONTRIBUTION ACCOUNT AND QUALIFIED NONELECTIVE
                  CONTRIBUTION ACCOUNT........................................47
         10.2 FULL VESTING IN THE MATCHING CONTRIBUTION ACCOUNT...............48
         10.3 DETERMINATION OF VESTED INTEREST IN THE MATCHING
                  CONTRIBUTION ACCOUNT IN THE EVENT OF
                  TERMINATION OF EMPLOYMENT...................................48
         10.4 RESTORATION OF FORFEITURES......................................49
         10.5 AMENDMENTS TO VESTING SCHEDULE..................................50
ARTICLE 11....................................................................50
         11.1 HARDSHIP WITHDRAWALS............................................50
         11.2 WITHDRAWALS AFTER ATTAINMENT OF AGE 59 1/2......................52
         11.3 NORMAL AND LATE RETIREMENT......................................53
         11.4 DISABILITY RETIREMENT...........................................53
         11.5 DEATH...........................................................53

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         11.6 OTHER SEPARATIONS FROM EMPLOYMENT...............................53
         11.7 TIME OF DISTRIBUTION OF BENEFITS................................53
         11.8 METHOD OF DISTRIBUTION..........................................55
         11.9 DESIGNATION OF BENEFICIARY......................................56
         11.10 PAYMENTS TO DISABLED...........................................56
         11.11 UNCLAIMED AMOUNTS; NOTICE......................................56
         11.12 WITHHOLDING....................................................57
         11.13 UNDERPAYMENT OR OVERPAYMENT OF BENEFITS........................57
         11.14 ELIGIBLE ROLLOVER DISTRIBUTIONS................................57
ARTICLE 12....................................................................58
         12.1 THE PLAN ADMINISTRATOR..........................................58
         12.2 ALLOCATION OF FIDUCIARY RESPONSIBILITY..........................58
         12.3 THE ADVISORY COMMITTEE..........................................59
         12.4 POWERS OF THE ADVISORY COMMITTEE................................60
         12.5 CLAIMS..........................................................60
ARTICLE 13....................................................................62
         13.1 SCOPE OF RESPONSIBILITY.........................................62
         13.2 BONDING.........................................................63
         13.3 PROHIBITION AGAINST CERTAIN PERSONS HOLDING POSITIONS...........63
         13.4 DISCRETIONARY AUTHORITY.........................................63
ARTICLE 14....................................................................63
         14.1 AMENDMENT.......................................................63
         14.2 PLAN MERGER OR CONSOLIDATION....................................63
         14.3 MERGER OR CONSOLIDATION OF COMPANY..............................65
         14.4 TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS..........65
         14.5 DISSOLUTION OR LIQUIDATION OF COMPANY...........................66
         14.6 LIMITATION OF EMPLOYER LIABILITY................................66
         14.7 PARTICIPATION BY EMPLOYERS......................................66
ARTICLE 15....................................................................66
         15.1 NO ASSIGNMENT PERMITTED.........................................66
         15.2 QUALIFIED DOMESTIC RELATIONS ORDERS.............................67
         15.3 EARLY COMMENCEMENT OF PAYMENTS TO ALTERNATE PAYEES..............68
         15.4 PROCESSING OF QUALIFIED DOMESTIC RELATIONS ORDERS...............68
         15.5 RESPONSIBILITY OF ALTERNATE PAYEES..............................69
         15.6 TREATMENT OF OUTSTANDING PARTICIPANT LOANS......................69
ARTICLE 16....................................................................70
         16.1 LIMITATION ON PARTICIPANTS' RIGHTS..............................70
         16.2 SOURCE OF PAYMENT...............................................70
         16.3 EXCLUSIVE BENEFIT...............................................70
         16.4 UNIFORM ADMINISTRATION..........................................71
         16.5 HEIRS AND SUCCESSORS............................................71
         16.6 ASSUMPTION OF QUALIFICATION.....................................71
         16.7 COMPLIANCE WITH SECTION 414(U) OF THE CODE......................71
         16.8 SPIN-OFF........................................................71

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                                 MICROAGE, INC.
                             RETIREMENT SAVINGS PLAN

                            PREAMBLE AND INTRODUCTION

         On July 1, 1988, MicroAge, Inc., a Delaware corporation (the
"Company"), established a retirement savings plan for its employees. The plan
was subsequently amended from time to time, an employee stock ownership feature
was added, and the plan was renamed the MicroAge, Inc. Retirement Savings and
Employee Stock Ownership Plan. By adoption of this document, the plan is renamed
the MicroAge, Inc. Retirement Savings Plan (the "Plan") and is amended and
restated in its entirety to eliminate the employee stock ownership feature, to
comply with the Small Business Job Protection Act of 1996 ("SBJPA"), the
Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA") and
the Taxpayer Relief Act of 1997 ("TRA 97") and to make certain other
modifications. As described below, effective as of November 2, 1998 (the
"Spin-Off Effective Date"), the Plan is being divided into two separate plans --
the Plan and the Pinacor Retirement Savings Plan (the "Pinacor Plan"). The
Company intends that the Plan shall continue to be qualified under the
provisions of Section 401(a) of the Internal Revenue Code of 1986, as amended
(the "Code") and that the Trust Fund maintained pursuant to the Plan shall
continue to be exempt from taxation pursuant to Section 501(a) of the Code.

         The provisions of this Plan shall apply only to a Participant whose
termination of employment occurs on or after the Effective Date. The amount,
right to and form of any benefits under this Plan, if any, of each person who is
an Employee after the Effective Date, or the persons who are claiming through
such an Employee, shall be determined under this Plan. The amount, right to and
form of benefits, if any, of each person who separated from employment with the
Employers prior to the Effective Date, or of persons who are claiming benefits
through such a former Employee, shall be determined in accordance with the
provisions of the Plan in effect on the date of termination of his employment,
except as may be otherwise expressly provided under this Plan, unless he shall
again become an Employee after the Effective Date.

                                    ARTICLE 1
                                 EFFECTIVE DATE

1.1  EFFECTIVE DATE.


         Except as specifically provided with respect to a particular provision
of the Plan or as required by SBJPA, USERRA or TRA 97, the provisions of this
amended and restated Plan shall be effective as of November 2, 1998 (the
"Effective Date").




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                                   ARTICLE 2
                          DEFINITIONS AND CONSTRUCTION

2.1  DEFINITIONS.

         When a word or phrase shall appear in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or
phrase shall generally be a term defined in this Section 2.1, Section 1.1 or the
Preamble. The following words and phrases utilized in the Plan with the initial
letter capitalized shall have the meanings set forth in this Section 2.1, unless
a clearly different meaning is required by the context in which the word or
phrase is used:

         (a) "ACCOUNTS" - The Elective Deferral Account, Matching Contribution
Account, ESOP Account, Special Purpose Contribution Account and Rollover
Contribution Account of a Participant.

         (b) "ACT" - The Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

         (c) "ACQUIRED COMPANY" - Any corporation or other entity the stock,
assets or business of which has been acquired by an Employer, whether by merger,
consolidation, purchase of assets or otherwise, and any predecessor thereto
designated by an Employer.

         (d) "AFFILIATE" - Any member of a "controlled group of corporations"
(within the meaning of Section 414(b) of the Code as modified by Section 415(h)
of the Code) that includes the Company as a member of the group; any member of
an "affiliated service group" (within the meaning of Section 414(m)(2) of the
Code) that includes the Company as a member of the group; any member of a group
of trades or businesses under common control (within the meaning of Section
414(c) of the Code as modified by Section 415(h) of the Code) that includes the
Company as a member of the group; and any other entity required to be aggregated
with the Company pursuant to regulations issued by the United States Treasury
Department pursuant to Section 414(o) of the Code.

         (e) "ADVISORY COMMITTEE" - The committee appointed by the Company
pursuant to Section 12.3 of the Plan.

         (f) "ANNUAL ADDITION" - The sum of the following amounts allocable for
a Plan Year to a Participant under this Plan or under any defined contribution
plan or defined benefit plan maintained by an Employer or any Affiliate:

                  (1) The Employer contributions allocable for a Plan Year to
         the accounts of the Participant, including any amount allocable from a
         suspense account maintained pursuant to such plan on account of a prior
         Plan Year; amounts deemed to be Employer contributions pursuant to a
         cash-or-deferred arrangement qualified under Section 401(k) of the Code
         (including the Elective Deferrals allocable to a Participant pursuant
         to this Plan); and amounts allocated to a medical account which must be
         treated as annual additions pursuant to Section 415(1)(1) or Section
         419A(d)(2) of the Code;

                  (2) All nondeductible Employee contributions allocable during
         a Plan Year to the accounts of the Participant; and


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                  (3) Forfeitures allocable for a Plan Year to the accounts of
         the Participant.

         Any rollover contributions or transfers from other qualified plans,
restorations of forfeitures, or other items similarly enumerated in Treasury
Regulation Section 1.415-6(b)(3) shall not be considered in calculating a
Participant's Annual Additions for any Plan Year.

         (g) "AUTHORIZED LEAVE OF ABSENCE" - A leave of absence (without pay)
granted by an Employer in writing in accordance with the Employer's uniformly
applied rules regarding leaves of absence. An Authorized Leave of Absence shall
include an Employee's absence from employment as a result of the Employee's
service as a member of the armed forces of the United States, provided that the
Employee left the Employer directly to enter the armed services and returns to
the employ of the Employer within the period during which his employment rights
are protected by the USERRA (or any similar law) as now in effect or as
hereafter amended.

         (h) "BENEFICIARY" - The person or persons designated by a Participant
to receive benefits under the Plan in the event of the death of the Participant.

         (i) "BENEFIT COMMENCEMENT DATE" - The first day on which all events
(including the passing of the day on which benefit payments are scheduled to
commence) have occurred which entitle the Participant to receive his first
benefit payment from the Plan.

         (j)      "BOARD" - The Board of Directors of the Company.

         (k) "BREAK IN SERVICE" - A twelve (12) consecutive month period during
which an Employee does not complete more than five hundred (500) Hours of
Service. The applicable twelve (12) consecutive month period shall be the same
twelve (12) consecutive month period that is used for purposes of calculating
the Participant's Years of Service.

         (l)      "COMPANY STOCK" or "COMPANY COMMON STOCK" -

                  (1)      Common stock of the Company or any other Affiliate
         which is readily  tradeable on an established securities market; or

                  (2) if at any time there is no common stock which meets the
         requirements of paragraph (1), the term Company Stock means common
         stock of the Company or any Affiliate having a combination of voting
         power and dividend rights equal to or in excess of (i) that class of
         common stock of the Company or any Affiliate having the greatest voting
         power and (ii) that class of common stock of the Company or any
         Affiliate having the greatest dividend rights.

         (m) "COMPANY COMMON STOCK FUND" - The portion of the Trust Fund
invested by the Trustee in Company Stock.

         (n) "COMPENSATION" - All of the Participant's wages within the meaning
of Section 3401(a) of the Code and all payments of compensation to the Employee
by the Employers (in the course of an Employer's trade or business) for which an
Employer is required


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to furnish the Employee a written statement under Sections 6041(d), 6051(a)(3)
and 6502 of the Code, determined without regard to any rules under Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed. For purposes of this
paragraph, Compensation for a Plan Year is the Compensation actually paid or
includible in gross income during such year. Notwithstanding the foregoing,
Compensation in excess of One Hundred Sixty Thousand Dollars ($160,000) shall be
disregarded for all purposes for each Plan Year beginning after January 1, 1997.
The limitations specified in the preceding sentences shall be adjusted for each
Plan Year, to take into account any cost-of-living increase adjustment for that
Plan Year allowable pursuant to the applicable regulations or rulings of the
United States Treasury Department under Section 401(a)(17) of the Code. If an
Employee receives any payments from an Affiliate which would be treated as
Compensation if paid by the Employer, such amounts shall be included in
calculating the Employee's Compensation for purposes of Section 415 of the Code
and the corresponding provisions of this Plan. Any amounts paid to an Employee
by an Affiliate shall be disregarded for all other purposes under this Plan
unless the Affiliate making the payment has elected to provide benefits to its
employees pursuant to this Plan. Except for purposes of making allocations under
Top Heavy Plans pursuant to Section 6.2 and Sections 2.3 and 6.4, the term
"Compensation" shall also include amounts (such as Elective Deferrals to this
Plan) which are not currently includible in the Participant's gross taxable
income by reason of the application of Sections 125 or 402(e) of the Code, if
such amounts are attributable to the performance of services for the Employer or
any Affiliate.

         (o) "DISABILITY" - The inability to engage in any substantial gainful
activity with the Employers by reason of any medically determinable physical or
mental impairment that can be expected to result in death or be of
long-continued and indefinite duration. The Advisory Committee may require such
medical or other evidence as it deems necessary to judge the nature and
permanency of the Participant's condition and its determination shall be binding
and conclusive upon all persons whomsoever.

         (p) "EARNINGS" - All of an Employee's wages within the meaning of
Section 3401(a) of the Code and all payments of compensation to the Employee by
an Employer for which the Employer is required to furnish the Employee a written
statement under Sections 6041(d), 6051(a)(3) and 6502 of the Code, determined
without regard to any rules under Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed. "Earnings" shall also include amounts (such as Elective
Deferrals to this Plan) which are not currently includable in the Employee's
gross taxable income by reason of the application of Sections 125, 402(e)(3) or
402(h)(1)(B) of the Code, if such amounts are attributable to the performance of
services for the Employers or any Affiliate. "Earnings" shall not include cash
spif payments that are not paid directly to the Employee by an Employer (i.e.,
those which are paid by a third-party) or non-cash spif payments, regardless of
whether the non-cash spif payments are subsequently converted to cash. Only
Earnings paid while an Employee is eligible to make Elective Deferrals to the
Plan shall be includable as Earnings hereunder. Notwithstanding the foregoing,
Earnings in excess of One Hundred Sixty Thousand Dollars ($160,000) shall be
disregarded for all purposes for each Plan Year beginning after January 1, 1997.
The limitations specified in the preceding sentences shall be adjusted to take
into account any cost-of-living increase adjustment for that Plan Year allowable
pursuant to


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<PAGE>

the applicable regulations or rulings of the United States Treasury Department
under Section 401(a)(17) of the Code.

         (q) "ELECTIVE DEFERRALS" - The contributions directed by a Participant
pursuant to Section 4.1 of the Plan.

         (r) "ELECTIVE DEFERRAL ACCOUNT" - The Account established pursuant to
Section 6.1 to record and credit the Elective Deferrals directed by a
Participant.

         (s) "EMPLOYEE" - Each person who is classified by an Employer as a
common law employee (or who would be considered a common law employee if such
person were not on an Authorized Lease of Absence) or who is leased by the
Employer from an Affiliate. Regardless of any subsequent determination by a
court or a governmental agency that an individual should be treated as a common
law employee, an individual will be considered an Employee under the Plan only
if such individual has been so classified by an Employer for purposes of this
Plan and is not treated as (1) a consultant, (2) an employee leased from any
organization other than an Affiliate, (3) an independent contractor or an
employee of an independent contractor, or (4) employed pursuant to a written
contract for a fixed term (irrespective of extensions or renewals). If an
Employer modifies its classification or treatment of an individual, the
modification shall be applied prospectively only unless the Employer indicates
otherwise, in which case the modification will be effective as of the date
specified by the Employer. If an individual is characterized as a common law
employee of an Employer by a governmental agency or court but not by the
Employer, such individual shall be treated as an employee who has not been
designated for participation in this Plan.

         (t) "EMPLOYER" - The Company and each successor in interest to the
Company resulting from merger, consolidation, or transfer of substantially all
of its assets that elects to continue this Plan. Except as otherwise clearly
indicated by the context, the term "Employer" as used herein shall include each
Affiliate which has elected by action of its board of directors, with the
consent of the Company, to adopt this Plan. Each Affiliate adopting this Plan
shall be deemed to have delegated to the Board all authority to amend or
terminate the Plan and to appoint and remove the Advisory Committee and the
Trustee.

         (u) "EMPLOYER CONTRIBUTIONS" - The Matching Contributions, Special
Purpose Contributions and ESOP Contributions, if any, contributed to the Trust
Fund by the Employers.

         (v) "ESOP ACCOUNT" - The Account established pursuant to Section 6.1 to
which ESOP Contributions have been credited.

         (w) "ESOP CONTRIBUTIONS" - The contributions made by the Employers to
the employee stock ownership plan feature of this Plan which was in existence
prior to November 2, 1998.

         (x) "ESSP" or "EXECUTIVE SUPPLEMENTAL SAVINGS PLAN" - The MicroAge,
Inc. Executive Supplemental Savings Plan, as it may be amended from time to
time.



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         (y) "ESSP PARTICIPANT" - Any individual employed by an Employer or an
Affiliate who is eligible to participate in the ESSP and who has been notified
by the ESSP plan administrator of his eligibility.

         (z)      "FUNDS" - The various investment alternatives under the Plan.

         (aa) "HIGHLY COMPENSATED EMPLOYEE" - Each individual who is treated as
a "Highly Compensated Employee" pursuant to Section 2.3 of this Plan.

         (bb)     "HOUR OF SERVICE"

                  (1) An hour for which an Employee is directly or indirectly
         compensated, or is entitled to compensation, by the Employers or an
         Affiliate for the performance of duties. Such Hours of Service shall be
         credited to the respective computation period in which the duties were
         performed.

                  (2) An hour for which an Employee is directly or indirectly
         compensated, or is entitled to compensation, by an Employer or an
         Affiliate on account of a period of time during which no duties are
         performed (irrespective of whether the employment relationship has
         terminated) due to vacation, holiday, illness, incapacity (including
         disability), layoff, jury duty, military duty or leave of absence. No
         more than five hundred one (501) Hours of Service shall be credited
         under this paragraph (2) for any single continuous period (whether or
         not such period occurs in a single service computation period). Hours
         of Service under this paragraph (2) shall be calculated and credited
         pursuant to Section 2530.200b-2 of the Department of Labor regulations
         governing the computation of Hours of Service, which are incorporated
         herein by this reference.

                  (3) An hour for which back pay (irrespective of mitigation of
         damages) is either awarded or agreed to by an Employer or an Affiliate.
         The same Hours of Service shall not be credited both under paragraph
         (1) or paragraph (2) above, as the case may be, and under this
         paragraph (3). Hours of Service attributable to back pay credits will
         be credited to the respective service computation period or periods to
         which the back pay pertains, rather than to the service computation
         period or periods in which the award, agreement, or payment is made.

                  (4) In lieu of determining Hours of Service under the
         foregoing paragraphs (1), (2) and (3), the Advisory Committee may
         credit an Employee with two hundred (200) Hours of Service for each
         month for which any service must be credited. Such crediting of hours
         shall be performed on a nondiscriminatory basis pursuant to rules
         adopted and uniformly applied by the Advisory Committee.

                  (5) Employees shall also be credited with any additional Hours
         of Service required to be credited pursuant to any Federal law other
         than the Act or the Code.



                                       6
<PAGE>


                  (6) Solely for purposes of determining whether an Employee has
         incurred a Break in Service, an Employee shall be credited with Hours
         of Service in accordance with the provisions of this paragraph (6) for
         periods of absence (with or without pay) by reason of the pregnancy of
         the Employee, the birth of a child of the Employee, the placement of a
         child with the Employee in connection with the adoption of such child
         by the Employee, or for purposes of caring for a child of the Employee
         for a period beginning immediately following the child's birth or
         placement. An Employee who is on an Authorized Leave of Absence for any
         of the foregoing reasons shall receive credit for the Hours of Service
         which the Employee would normally have been credited with but for such
         absence. If the Advisory Committee and the Employer are unable to
         determine the Hours which would have otherwise been credited to the
         Employee, the Employee shall receive credit for eight (8) Hours of
         Service for each day of such absence. The maximum number of Hours of
         Service credited to an Employee pursuant to this paragraph for any one
         absence or any series of related absences shall not exceed five hundred
         one (501). The hours credited pursuant to this paragraph will be
         treated as Hours of Service for the service computation period during
         which the absence begins if the Employee would be prevented from
         incurring a Break in Service during such twelve (12) consecutive month
         period solely because of the Hours of Service credited pursuant to this
         paragraph. In all other cases, the Hours of Service shall be credited
         to the Employee for the service computation period which begins
         immediately following the day on which the absence commences. This
         paragraph (6) shall not be construed as entitling any Employee to an
         Authorized Leave of Absence for any of the reasons enumerated above. An
         Employee's entitlement to an Authorized Leave of Absence will be
         determined in accordance with the standard policies of the Employer. No
         credit will be given pursuant to this paragraph (6) unless the Employee
         furnishes to the Advisory Committee such timely information as the
         Advisory Committee may reasonably require to establish the number of
         days for which there was such an absence and that the absence was for
         one of the reasons enumerated above.

         (cc) "KEY EMPLOYEE" - An Employee or former Employee who, at any time
during the Plan Year in which the "determination date" (as defined in Section
2.2) falls or any of the four (4) preceding Plan Years, is or was:

                  (1) An officer of an Employer or an Affiliate whose
         Compensation from the Employers and all Affiliates exceeds fifty
         percent (50%) of the applicable dollar limitation of Section
         415(b)(1)(A) of the Code (as such sum shall be adjusted to take into
         account any cost-of-living increase adjustment for that Plan Year
         pursuant to the applicable lawful regulations or rulings of the United
         States Treasury Department under Section 415 of the Code). No more than
         the lesser of fifty (50) Employees or ten percent (10%) of the
         aggregate number of employees of the Employers and the Affiliates shall
         be considered as officers for purposes of this paragraph. The number of
         officers considered to be Key Employees shall be further limited in
         accordance with Section 416 of the Code. In addition, whether a
         particular Employee is an "officer" for purposes of



                                       7
<PAGE>


         this paragraph (1) shall be determined in accordance with Section 416
         of the Code and regulations issued thereunder.

                  (2) An Employee (i) whose ownership interest in the Company or
         any Affiliate is more than .5% (.005), and (ii) whose ownership
         interest in the Company or any Affiliate is or was among the ten (10)
         largest ownership interests of persons who are employed by the
         Employers or Affiliates, and (iii) whose Compensation from the
         Employers and any Affiliates exceeds the applicable dollar limitation
         of Section 415(c)(1)(A) of the Code for the calendar year in which the
         Plan Year ends (as such sum shall be adjusted to take into account any
         cost-of-living increase adjustment for that Plan Year pursuant to the
         applicable lawful regulations or rulings of the United States Treasury
         Department under Section 415 and Section 416(i)(1) of the Code). For
         purposes of this paragraph (2), if two (2) Employees have equal
         ownership interests, the Employee receiving the highest Compensation
         shall be treated as owning the larger interest.

                  (3) An Employee owning more than five percent (5%) of the
         issued and outstanding shares of stock of the Company or stock
         possessing more than five percent (5%) of the total combined voting
         power of all stock of the Company.

                  (4) An Employee owning more than one percent (1%) of the
         issued and outstanding shares of stock of the Company or stock
         possessing more than one percent (1%) of the total combined voting
         power of all stock of the Company and whose Compensation from the
         Employers and any Affiliates is more than One Hundred Fifty Thousand
         Dollars ($150,000.00).

Ownership shall be determined under Section 318 of the Code, as modified by
Sections 416(i)(1)(B)(iii) and 416(i)(1)(C) of the Code. In addition, for any
Plan Year the term Key Employee shall include the spouse or Beneficiary of any
deceased individual who would have been considered a Key Employee if he had
terminated his employment on the date of his death. The determination of an
Employee's status as a Key Employee shall be made by the Advisory Committee, in
accordance with the rules set forth in Section 416(i)(1) of the Code and
applicable regulations.

         (dd) "MATCHING CONTRIBUTION ACCOUNT" - The Account established pursuant
to Section 6.1 to which Matching Contributions are credited.

         (ee) "MATCHING CONTRIBUTION STOCK ACCOUNT" - The subaccount of the
Matching Contribution Account established pursuant to Section 6.1 to which
Matching Contributions made in the form of Company Stock are credited.

         (ff) "MATCHING CONTRIBUTIONS" - Any discretionary matching
contributions made by the Employers pursuant to Section 5.1 of the Plan.

         (gg) "NORMAL RETIREMENT AGE" - The date on which a Participant attains
the age of sixty-five (65) years.



                                       8
<PAGE>


         (hh) "NORMAL RETIREMENT DATE" - The first day of the month coincident
with or next following the date on which the Participant attains his Normal
Retirement Age.

         (ii) "PARTICIPANT" - An Employee who has satisfied the eligibility
requirements specified in Section 3.1 and whose participation in the Plan has
not been terminated. If so indicated by the context, the term Participant shall
also include former Participants whose active participation in the Plan has
terminated but who have not received all amounts to which they are entitled
pursuant to the terms and provisions of this Plan and alternate payees
designated in a QDRO. Whether former Participants or alternate payees are
allowed to exercise an option or election extended to "Participants" will be
determined by the Advisory Committee in the exercise of its discretion, but in
making such determinations the Advisory Committee shall act in a uniform,
nondiscriminatory manner.

         (jj) "PLAN ENTRY DATE" - The first day of the Plan Year, February 1,
May 1, or August 1.

         (kk) "PLAN YEAR" - A twelve (12) consecutive month period ending on the
same day as the Company's fiscal year, i.e., the Sunday closest to October 31.
The Plan Year shall constitute the Plan's "limitation year" for the purpose of
measuring maximum allocations to Participants under the Plan.

         (ll) "QUALIFIED DOMESTIC RELATIONS ORDER" OR "QDRO" - A domestic
relations order meeting the requirements specified in Section 15.2.

         (mm) "ROLLOVER CONTRIBUTION" - The amounts transferred to the Trust
Fund by Participants in accordance with Section 4.6.

         (nn) "ROLLOVER CONTRIBUTION ACCOUNT" - An Account established pursuant
to Section 6.1 to which are credited the Rollover Contributions of a
Participant.

         (oo) "SPECIAL PURPOSE CONTRIBUTIONS" - The Special Purpose
Contributions, if any, contributed to the Trust Fund by an Employer for the
benefit of Participants in accordance with Section 5.2 of the Plan.

         (pp) "SPECIAL PURPOSE CONTRIBUTION ACCOUNT" - The Account established
pursuant to Section 6.1 to which Special Purpose Contributions are credited.

         (qq) "SUPER TOP HEAVY PLAN" - A Super Top Heavy Plan, as defined in
Section 2.2.

         (rr) "TOP HEAVY PLAN" - A "Top Heavy Plan," as defined in Section 2.2.

         (ss) "TRUST AGREEMENT" - The master trust agreement entered into
between the Company and the Trustee, as it may be amended or superseded from
time to time.

         (tt) "TRUST FUND" - The fund established by the Employers pursuant to
the terms of the Trust Agreement to provide for the investment of contributions
made pursuant to this Plan. The Trust Fund will be held, administered and
distributed for the exclusive benefit of the



                                       9
<PAGE>


Participants and their Beneficiaries. The Trust Fund may be commingled with the
trust funds established for other Plans sponsored by the Company or any of its
Affiliates.

         (uu) "TRUSTEE" - The individual, individuals or entity acting as the
trustee pursuant to the Trust Agreement. The Trustee shall acknowledge
acceptance of its appointment by the execution of the Trust Agreement or, in the
case of a successor Trustee, by the execution of an appropriate written
instrument. If the Company appoints two or more individuals or entities to act
jointly as the Trustee, the term "Trustee" shall refer collectively to all of
said individuals or entities.

         (vv) "VALUATION DATE" - The last business day of each Plan Year and
such other dates as may be established by the Advisory Committee for the
valuation and adjustment of the Accounts of Participants. If the Advisory
Committee so chooses, each business day may be designated as Valuation Date.

         (ww) "VALUATION PERIOD" - The period commencing on the date immediately
following a Valuation Date and ending on the next Valuation Date.

         (xx) "YEAR OF SERVICE" - A twelve (12) consecutive month period (the
"computation period") during which an Employee completes at least one thousand
(1,000) Hours of Service for the Employers, regardless of whether the Employee
is employed on the last day of said computation period. The relevant computation
period will vary, depending upon the purpose for which Years of Service are
being computed. If Years of Service are being computed in order to determine an
individual's eligibility to participate in the Plan, the computation period
shall be the eligibility computation period set forth below. If Years of Service
are being computed for any other reason, including the determination of an
individual's vested benefit, the computation period shall be the vesting
computation period set forth below.

                  (1) ELIGIBILITY COMPUTATION PERIOD. In calculating Years of
         Service for purposes of determining an Employee's eligibility to
         participate in the Plan, the initial computation period shall commence
         on the day on which an Employee first performs an Hour of Service for
         an Employer. The second and subsequent computation periods shall be the
         Plan Year, beginning with the Plan Year in which the first anniversary
         of the day on which the Employee first performed an Hour of Service for
         an Employer occurs, regardless of whether the Employee is entitled to
         be credited with one thousand (1,000) Hours of Service during the
         initial eligibility computation period. An Employee who is credited
         with one thousand (1,000) Hours of Service in both the initial
         eligibility computation period and the first Plan Year which commences
         prior to the first anniversary of the Employee's initial eligibility
         computation period will be credited with two (2) Years of Service for
         purposes of eligibility. If an individual terminates employment with
         the Employer prior to completing one thousand (1,000) Hours of Service
         in any of such computation periods and returns to the Employer after
         the close of the computation period during which his employment was
         terminated, in the future the relevant computation periods shall
         commence on the date the individual first performs an Hour of Service
         for the Employer following his reemployment and the anniversaries
         thereof. For purposes of determining eligibility, all service with the
         Employer shall be counted.



                                       10
<PAGE>


                  (2) VESTING COMPUTATION PERIOD. In calculating Years of
         Service for purposes of determining an Employee's vested and
         nonforfeitable right in his accounts and for any purpose other than
         determining the Employee's eligibility to participate in the Plan, the
         computation period shall be the Plan Year. For purposes of determining
         vesting, all of a Participant's Years of Service with the Employer
         shall be counted. The Plan Year under this Plan changed effective July
         1, 1995. Consequently, and notwithstanding anything in the Plan to the
         contrary, a Participant shall be credited with two (2) full Years of
         Service for purposes of vesting provided that he completed at least one
         thousand (1,000) Hours of Service during the twelve (12) month period
         beginning July 1, 1994 and ending June 30, 1995 and also during the
         twelve (12) month period beginning October 30, 1994 and ending October
         29, 1995.

2.2      TOP HEAVY PLAN PROVISIONS.

         The provisions of this Section 2.2 shall be observed in determining the
Plan's status as a Top Heavy Plan or a Super Top Heavy Plan:

         (a) GENERAL RULES. The Plan will be a Top Heavy Plan for a Plan Year
if, on the last day of the prior Plan Year (hereinafter referred to as the
"determination date"), more than sixty percent (60%) of the cumulative balances
credited to all Accounts of all Participants are credited to or allocable to the
Accounts of Key Employees. The Plan will be a Super Top Heavy Plan if, on the
determination date, more than ninety percent (90%) of the cumulative balances
credited to the Accounts of all Participants are credited or allocable to the
Accounts of Key Employees. For purposes of making these determinations, the
following rules will apply:

                  (1) The balance credited to or allocable to a Participant's
         Accounts for purposes of this Section 2.2 shall include contributions
         made on or before the applicable determination date, together with
         withdrawals and distributions made during the five (5) year period
         ending on the determination date.

                  (2) The Accounts of any Participant who was formerly (but no
         longer is) a Key Employee shall be disregarded. In addition, the
         Accounts of any Participant who has not performed any services for an
         Employer or an Affiliate during the five (5) year period ending on the
         determination date shall be disregarded.

                  (3) Rollover contributions that are both initiated by the
         Employee and are not derived from a plan maintained by an Employer or
         any Affiliate, shall be disregarded unless otherwise provided in lawful
         regulations issued by the United States Treasury Department. Other
         amounts rolled over to or from this Plan to or from another qualified
         plan will be considered in calculating the Plan's status as a Top Heavy
         Plan or Super Top Heavy Plan if and to the extent required by said
         regulations.

         (b) AGGREGATION OF PLANS. Notwithstanding anything in this Section 2.2
to the contrary, in the event that the Plan shall be determined by the Advisory
Committee (in its sole and absolute discretion, but pursuant to the provisions
of Section 416 of the Code) to be a



                                       11
<PAGE>


constituent in an "aggregation group", this Plan shall be considered a Top Heavy
Plan or a Super Top Heavy Plan only if the "aggregation group" is a "top heavy
group" or a "super top heavy group". For purposes of this Section 2.2, an
"aggregation group" shall include the following:

                  (1) Each plan intended to qualify under Section 401(a) of the
         Code sponsored by an Employer or an Affiliate in which one (1) or more
         Key Employees participate;

                  (2) Each other plan of an Employer or an Affiliate that is
         considered in conjunction with a plan referred to in clause (1) in
         determining whether or not the nondiscrimination and coverage
         requirements of Section 401(a)(4) or Section 410 of the Code are met;
         and

                  (3) If the Advisory Committee, in the exercise of its
         discretion, so chooses, any other such plan of an Employer or an
         Affiliate which, if considered as a unit with the plans referred to in
         clauses (1) and (2), satisfies the requirements of Code Section 401(a)
         and Code Section 410.

A "top heavy group" for purposes of this Section 2.2 is an "aggregation group"
in which the sum of the present value of the cumulative accrued benefits for Key
Employees under all "defined benefit plans" (as defined in Section 414(j) of the
Code) included in such group plus the aggregate of the Account balances of Key
Employees on the last Valuation Date in the twelve (12) month period ending on
the respective determination date under all "defined contribution plans" (as
defined in Section 414(i) of the Code) included in such group exceeds sixty
percent (60%) of the total of such similar sum determined for all employees and
Beneficiaries covered by all such plans (where such present values and Account
balances are those present values applicable to those determination dates of
each plan which fall in the same calendar year). A "super top heavy" group is an
"aggregation group" for which the sum so determined for Key Employees exceeds
ninety percent (90%) of the sum so determined for all employees and
Beneficiaries. The Advisory Committee will calculate the present value of the
cumulative annual benefits under a defined benefit plan in accordance with the
rules set forth in the defined benefit plan. All determinations will be made in
accordance with applicable regulations under Section 416 of the Code.

2.3  HIGHLY COMPENSATED EMPLOYEE.

         (a) GENERAL. The term "Highly Compensated Employee" shall include all
"highly compensated active employees" and all "highly compensated former
employees."

         (b) HIGHLY COMPENSATED ACTIVE EMPLOYEES. For purposes of this Section,
a "highly compensated active employee" is an Employee who performs services for
the Employers or its Affiliates during the current Plan Year (the "determination
year") and who:

                  (1) During the determination year, or during the preceding
         Plan Year, is or was a "five percent owner" as described in Section
         416(i)(l) of the Code and applicable regulations thereunder; or



                                       12
<PAGE>


                  (2) For the Plan Year immediately preceding the determination
         year, received Compensation from the Employers or its Affiliates in
         excess of Eighty Thousand Dollars ($80,000) and is ranked within the
         highest-paid twenty percent (20%) of Employees of the Employers and
         Affiliates, ranked in terms of Compensation (the "top paid group").

         (c) HIGHLY COMPENSATED FORMER EMPLOYEES. For purposes of this Section,
the term "highly compensated former employee" is based on the rules applicable
to determining Highly Compensated Employee status as in effect for that
determination year in accordance with Section 1.414(q)-1T, A-4 of the temporary
income tax regulations and Notice 97-45.

         (d) EXCLUDED INDIVIDUALS. Anything in the foregoing to the contrary
notwithstanding, for purposes of determining which Employees shall be included
in the top-paid group, the following shall be excluded from the definition of
Employee:

                  (1) Employees who have not completed six (6) months of service
         during the current and prior calendar years;

                  (2) Employees who work for the Employers less than seventeen
         and one-half (17-1/2) Hours per week during fifty percent (50%) or more
         of the weeks worked by such Employees;

                  (3) Employees who normally work for the Employers during not
         more than six (6) months in any year;

                  (4) Employees who have not attained twenty-one (21) years of
         age;

                  (5) Employees who are nonresident aliens and who have not
         earned U.S. source income from the Employers; and

                  (6) Employees covered under the terms of a "collective
         bargaining agreement" (within the meaning of Code Section 7701(a)(46)
         and the regulations hereunder) if (i) ninety percent (90%) of the
         Employees of the Employers are covered by one or more such agreements,
         and (ii) the Plan covers only Employees who are not so covered.

         (e) COST-OF-LIVING ADJUSTMENTS. The dollar limitations of sub-paragraph
(b)(2) above shall be adjusted at the same time and in a similar manner pursuant
to the applicable rulings or regulations of the United States Treasury
Department under Code Section 415(d).

         (f) EFFECTIVE DATE. The provisions of this Section 2.3 shall be
effective for Plan Years beginning on or after November 3, 1997.

2.4  CONSTRUCTION.

         The masculine gender, where appearing in the Plan, shall include the
feminine gender, and the singular shall include the plural, unless the context
clearly indicates to the contrary. The



                                       13
<PAGE>


term "delivered to the Advisory Committee," as used in the Plan, shall include
delivery to a person or persons designated by the Advisory Committee for the
disbursement and receipt of administrative forms. Delivery shall be deemed to
have occurred only when the form or other communication is actually received,
and, with respect to the receipt of forms effective as of a payroll period,
delivery effective for the payroll period must be made within the time indicated
by the Advisory Committee for receipt of such form or other communication to be
effective as of the next-occurring payroll period. Any such rule with respect to
delivery shall be uniformly applicable to all Employees and Participants.
Headings and subheadings are for the purpose of reference only and are not to be
considered in the construction of this Plan. If any provision of this Plan is
determined to be for any reason invalid or unenforceable, the remaining
provisions shall continue in full force and effect. All of the provisions of
this Plan shall be construed and enforced according to the laws of the State of
Arizona and shall be administered according to the laws of such state, except as
otherwise required by the Act, the Code or other Federal law. It is the
intention of the Company that the Plan as adopted shall constitute a qualified
plan under the provisions of Section 401(a) of the Code, and that the Trust Fund
maintained pursuant to the Trust Agreement shall be exempt from taxation
pursuant to Section 501(a) of the Code. This Plan shall be construed in a manner
consistent with the Company's intention.

                                    ARTICLE 3
                          ELIGIBILITY AND PARTICIPATION

3.1      ELIGIBILITY.

         (a) GENERAL. Each Employee who was a Participant in the Plan
immediately prior to the Effective Date of this amendment and restatement of the
Plan shall continue as such, subject to the provisions hereof. For purposes of
making Elective Deferrals in accordance with Section 4.1 of the Plan, each
Employee who is not a Participant as of the Effective Date shall become a
Participant on the first Plan Entry Date coincident with or next following the
later of the day the Employee first performs an Hour of Service for the Employer
or his twenty-first (21st) birthday. For purposes of receiving Matching
Contributions pursuant to Section 5.1 of the Plan, each Employee who is not a
Participant as of the Effective Date shall become a Participant on the first
Plan Entry Date coincident with or next following the later of the day on which
he (1) attains the age of twenty-one (21) years or (2) completes one (1) Year of
Service, unless he shall leave employment with the Employers prior to such date.

         (b) PARTICIPATION UPON REEMPLOYMENT. In the event that an Employee
separates from employment with the Employers and is later rehired by an
Employer, he shall remain credited with all Years of Service credited to him
during his prior period of employment. The Employee's participation in the Plan
then will be governed by the following rules:

                  (1) If a rehired Employee was eligible to make Elective
         Deferrals during his prior period of employment, he will be eligible to
         make Elective Deferrals immediately following his rehire. In all other
         cases, the rehired Employee shall be eligible to begin making Elective
         Deferrals as of the first Plan Entry Date following the later of his
         reemployment or his twenty-first (21st) birthday.



                                       14
<PAGE>


                  (2) If a rehired Employee was a Participant in the Matching
         Contributions feature of the Plan or had completed one (1) Year of
         Service during his prior period of employment, the Employee shall
         commence participation in that feature of the Plan upon the latest of
         (i) his date of rehire, (ii) the date on which he would have commenced
         participation if his employment had not terminated or (iii) the Plan
         Entry Date following his twenty-first (21st) birthday. In all other
         cases, the rehired Employee will be treated as a new Employee for
         purposes of determining his eligibility to participate in the Matching
         Contributions feature of the Plan.

         (c) PARTICIPATION BY EMPLOYEES OF AN ACQUIRED COMPANY. Notwithstanding
any provision of this Section 3.1 to the contrary, if an Employee was employed
by an Acquired Company and was deferring compensation pursuant to a Code Section
401(k) cash or deferred arrangement sponsored by the Acquired Company
immediately prior to the effective date of the acquisition of the Acquired
Company, such Employee shall become a Participant in the Plan for purposes of
making Elective Deferrals on the first Plan Entry Date coincident with or next
following the effective date of said acquisition, regardless of whether the
Employee is twenty-one (21) years of age; provided, however, that said Employee
is then employed by an Employer that has adopted this Plan. Such Employee shall
become a Participant in the Matching Contributions feature of the Plan on the
first Plan Entry Date coincident with or next following his completion of one
(1) Year of Service. As provided in Section 3.6, in certain instances service
with the Acquired Company will be considered in calculating such an Employee's
Years of Service.

3.2  PARTICIPATION.


         Each Participant who has satisfied the applicable eligibility criteria
set forth in Section 3.1 may elect to participate in the Elective Deferral
feature of this Plan (and, indirectly the Matching Contributions feature) by
designating the amount of his Elective Deferrals, and by authorizing the
reduction of the amount payable to the Participant as salary or wages in an
amount equal to his directed Elective Deferrals, in accordance with uniform
rules and procedures promulgated by the Advisory Committee.

3.3  CREDITING OF SERVICE.

         All Years of Service shall be taken into account under this Plan.
Service performed prior to a Break in Service, however, may be disregarded
pursuant to Section 3.4.

3.4  EFFECT OF REHIRING.

         (a) DISREGARDING SERVICE PRIOR TO A BREAK IN SERVICE. The Years of
Service performed by a non-vested Employee prior to a Break in Service will be
disregarded and the former Employee will be treated as a new Employee for
purposes of this Plan upon reemployment if the number of the Employee's
consecutive one (1) year Breaks in Service is equal to or more than the greater
of (1) five (5) or (2) the aggregate number of Years of Service credited to the
Employee prior to the Break. In determining an Employee's aggregate number of
Years of Service before the Break in Service, Years of Service disregarded in
accordance with this Section as the result of a prior Break in Service shall not
be considered.



                                       15
<PAGE>


         (b) REINSTATEMENT OF SERVICE. Except as otherwise provided in Section
3.4(a), if an Employee separates from employment with an Employer and is later
rehired, he shall remain credited with all Years of Service credited to him
during his prior period of Employment.

3.5  AUTHORIZED LEAVES OF ABSENCE.

         An Authorized Leave of Absence granted by the Employers for which an
Employee is not compensated shall be disregarded in determining whether the
Employee has satisfied the eligibility requirements specified in Section 3.1,
and the Employee shall not be credited with Hours of Service for any purpose for
such period unless such credit is required to be given by law. An Employee shall
not be charged with a Break in Service, however, during an Authorized Leave of
Absence if the Employee's failure to complete more than five hundred (500) Hours
of Service is attributable to the Authorized Leave of Absence, and a
Participant's participation in the Plan shall not be terminated while the
Participant is on an Authorized Leave of Absence.

3.6. SERVICE WITH AFFILIATED EMPLOYERS AND ACQUIRED COMPANIES.

         For the purpose of computing an Employee's Years of Service, employees
of Affiliates shall be given credit for their Years of Service with such
Affiliates in the event that they become Employees of an Employer as though
during such periods they were Employees of an Employer. Persons employed by any
Acquired Company shall be credited with service for their Years of Service with
such Acquired Company in the event that they become Employees of an Employer
only to the extent required under lawful regulations of the United States
Treasury Department under Section 414(a)(2) of the Code or to the extent
determined by the Board on a uniform basis with respect to employees of that
Acquired Company.

3.7  TERMINATION OF PARTICIPATION.

         A Participant's participation in the Plan, but not his right, if any,
to payment of benefits, shall be terminated upon the Participant's separation
from employment with the Employers or upon his transfer from an eligible class
of Employees as provided in Section 3.8. A Participant's participation in the
Plan shall not be terminated while he is on an Authorized Leave of Absence.

3.8  TRANSFERS TO AND FROM AN ELIGIBLE CLASS OF EMPLOYEES.

         (a) TRANSFERS OUT OF PLAN. A Participant will automatically become
ineligible to participate in the Plan as of the effective date of a change in
his employment classification if as a result of the change he is no longer
eligible to participate in the Plan. All sums credited to the former
Participant's Accounts will continue to be held pursuant to the terms of this
Plan and will be distributed to the former Participant only upon his subsequent
termination of employment or the occurrence of some event permitting a
distribution pursuant to the provisions of this Plan.

         (b) TRANSFERS TO PLAN. If an Employee of an Employer is not eligible to
participate in the Plan due to his employment classification, he shall
participate immediately upon becoming a member of an eligible class of Employees
if he has satisfied the other



                                       16
<PAGE>


requirements set forth in Section 3.1 and would have become a Participant
previously had he been in an eligible class.

         (c) SERVICE CREDIT. In any event, an Employee's service in an
ineligible employment classification shall be considered in calculating the
Employee's Years of Service.

         (d) TRANSFERS TO AFFILIATES. If a Participant ceases to participate in
the Plan solely as a result of his transfer to an Affiliate that has not adopted
this Plan, amounts credited to his accounts as of the date of his transfer shall
not be forfeited or distributed. Rather, such amounts shall be payable in
accordance with the terms of this Plan upon his subsequent termination of
employment with all Affiliates and the Employers or the occurrence of some other
event permitting a distribution pursuant to the provisions of this Plan.

3.9  LEASED EMPLOYEES.

         For purposes of this Plan, a "leased employee" shall be any employee
described in Section 414(n)(2) of the Code. A leased employee shall be treated
as an Employee of the Employers for purposes of the pension requirements of
Section 414(n)(3) of the Code, unless leased employees constitute less than
twenty percent (20%) of an Employer's non-highly compensated work force (within
the meaning of Section 414(n)(5)(C)(ii) of the Code) and the leased employee is
covered by a "safe harbor plan" that satisfies the requirements of Section
414(n)(5)(B) of the Code. In any event, a leased employee who is deemed to be an
Employee of the Employers pursuant to the preceding sentence shall be treated as
if he is employed in an employment classification that has not been designated
for participation in the Plan. An Employee of an Employer who is leased to
another Employer or Affiliate shall not be treated as a leased employee for
purposes of this Section.

                                    ARTICLE 4
                             EMPLOYEE CONTRIBUTIONS

4.1      ELECTIVE DEFERRALS.

         (a) ELECTION. Except as otherwise provided in Section 4.1(b), each
Participant may direct the relevant Employer to make Elective Deferrals to the
Trust Fund on the Participant's behalf during each Plan Year while he is a
Participant. The amount payable to the Participant as his current salary or
wages shall then be reduced by an amount equal to the Elective Deferrals
directed by the Participant.

         (b) SPECIAL RULES FOR ESSP PARTICIPANTS. No Participant who is an ESSP
Participant shall be allowed to make Elective Deferrals directly to this Plan.
Following the end of each Plan Year, however, Elective Deferrals may be made on
behalf of such Participants by a direct transfer to the Trustee from the trustee
of the ESSP. The amount of Elective Deferrals transferred to this Plan from the
ESSP on behalf of each such Participant shall not exceed the least of (1) the
dollar limitation imposed by Section 402(g) of the Code for such year or (2) the
maximum amount that may be transferred to this Plan without causing this Plan to
violate the ADP limitations described in Section 4.3 for the Plan Year or (3)
any other applicable limitations.



                                       17
<PAGE>


                  (1) For purposes of determining the amount referred to in
         clause (2) of the preceding sentence, the Advisory Committee shall
         first calculate the ADP test referred to in Section 4.3 on the
         assumption that each ESSP Participant who also is a Participant in this
         Plan elected to make no Elective Deferrals other than any Elective
         Deferrals that such Participant made prior to the effective date of his
         participation in the ESSP.

                  (2) If, but only if, the calculation made pursuant to the
         preceding paragraph (1) reveals that the Elective Deferrals considered
         pursuant to paragraph (1) are less than the maximum amount of Elective
         Deferrals that could be made by all Highly Compensated Employees
         (including ESSP Participants who are Participants in this Plan),
         Elective Deferrals shall then be transferred to this Plan from the ESSP
         on behalf of each ESSP Participant who is a Participant and who has
         elected to have such transfer made.

                  (3) The amount transferred to this Plan from the ESSP on
         behalf of each electing Participant who also is an ESSP Participant
         shall equal the lesser of (i) the amount available for transfer
         pursuant to the ESSP for the relevant Plan Year or (ii) an amount equal
         to the Participant's Compensation for the Plan Year multiplied by the
         "maximum ADP" for the group consisting of ESSP Participants who also
         are Participants in this Plan (calculated in accordance with the
         principles set forth in Section 4.3(b)(1)). For purposes of the
         preceding sentence, the "maximum ADP" is the highest ADP that could be
         contributed by ESSP Participants who also are Participants in the Plan
         without requiring the return of any Excess Contributions pursuant to
         Section 4.3(d). In making this determination, the Advisory Committee
         may increase the maximum ADP of the remaining ESSP Participants if
         others will not be transferring the maximum amount permitted.
         Appropriate adjustments will be made to take into account any Elective
         Deferrals made by an ESSP Participant during a Plan Year but prior to
         the effective date of his participation in the ESSP, with the manner of
         adjustment to be determined by the Advisory Committee in accordance
         with rules and procedures of uniform application.

                  (4) Prior to the first day of each Plan Year or, if later, the
         effective date of a Participant's eligibility to participate in the
         ESSP, each Participant who also is an ESSP Participant shall file a
         written election with the Advisory Committee and the plan administrator
         of the ESSP to either (i) transfer the amount calculated pursuant to
         paragraph (3) to this Plan or (ii) to receive a cash distribution of
         said amount from the ESSP. Such election shall continue to apply from
         year to year unless and until the Participant changes the election by
         filing a new election. A new election shall only be effective with
         respect to Plan Years beginning after the day on which such election is
         received by the Advisory Committee and the plan administrator of the
         ESSP. In the case of a Participant who becomes an ESSP Participant
         during a Plan Year, the election shall be effective with respect to the
         portion of the Plan Year beginning on the effective date of such
         Participant's eligibility to participate in the ESSP. If such new ESSP
         Participant does not file such an election prior to the effective date
         of such



                                       18
<PAGE>


         individual's participation in the ESSP (or such later date
         specified by the Advisory Committee) such individual's later election
         shall be effective only for Plan Years beginning after the date on
         which such election is filed.

                  (5) As soon as possible following the end of each Plan Year,
         the Advisory Committee will calculate the amount that may be
         transferred to this Plan from the ESSP and shall notify the plan
         administrator of the ESSP. Such transfers shall be accomplished no
         later that two and one-half (2 1/2) months following the end of the
         Plan Year and the amounts transferred shall be treated as Elective
         Deferrals for the preceding Plan Year for all purposes (including, but
         not limited to, Section 5.1).

         (c) TRANSFER TO TRUSTEE. Except as otherwise provided in Section
4.1(b), Elective Deferrals shall be forwarded to the Trustee as soon as
practicable following the day on which such amounts would otherwise have been
payable to the Participant in cash, and, in any event, such contributions shall
be transferred to the Trustee no later than the fifteenth (15th) business day of
the month following the month in which such amounts would otherwise have been
payable to the Participant in cash.

         (d) LIMITATIONS. The Company and the Advisory Committee shall implement
such procedures as may be necessary to assure that the sum of the Elective
Deferrals and the Employer Contributions do not exceed the maximum amount that
may be deducted by the Employers pursuant to Section 404 of the Code. Except as
otherwise determined by the Advisory Committee, Elective Deferrals may not be
directed in amounts of less than one percent (1%) or more than fifteen percent
(15%) of a Participant's Earnings. Elective Deferrals also may be subject to
such other or additional restrictions or limitations as may be established by
the Advisory Committee and announced to Participants from time to time.

4.2      ELECTIVE DEFERRALS-- DOLLAR LIMITATION.

         A Participant's Elective Deferrals for any calendar year may not exceed
Ten Thousand Dollars ($10,000.00), adjusted in order to reflect increases in the
cost-of-living as announced from time to time by the United States Treasury
Department in accordance with Section 402(g)(5) of the Code. This limitation
applies in the aggregate to the Participant's "elective contributions" under all
plans. For this purpose, the term "elective contributions" includes the
Participant's Elective Deferrals to this Plan, the Participant's elective
deferrals to any other qualified cash or deferred arrangement (as defined in
Section 401(k) of the Code), any elective employer contributions to a simplified
employee pension plan that are not included in the Participant's gross income
due to Section 402(h)(1)(B) of the Code and any employer contribution used to
purchase an annuity contract under Section 403(b) of the Code pursuant to a
salary reduction arrangement (within the meaning of Section 3121(a)(5)(D) of the
Code). In the event that the Participant's elective contributions to all such
programs during any calendar year exceed the limitation for that calendar year,
the Participant may, by March 1 of the calendar year following the calendar year
for which the excess contributions were made, so advise the Advisory Committee
and request the return of all or a portion of the excess contributions to this
Plan. The excess contributions, along with any income thereon (as determined by
the Advisory



                                       19
<PAGE>


Committee in accordance with rules of uniform and nondiscriminatory application)
may then be returned to the Participant by the next following April 15.

4.3  LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.

         (a) ACTUAL DEFERRAL PERCENTAGE LIMITATIONS. The contributions made by
Participants who are Highly Compensated Employees shall be limited to the extent
necessary to satisfy one of the following two paragraphs:

                  (1) The "actual deferral percentage" for Participants who are
         Highly Compensated Employees for the Plan Year shall not exceed the
         "base actual deferral percentage" multiplied by one and one-quarter
         (1.25); or

                  (2) The actual deferral percentage for Participants who are
         Highly Compensated Employees for the Plan Year shall not exceed the
         base actual deferral percentage multiplied by two (2), provided that
         the actual deferral percentage for Participants who are Highly
         Compensated Employees does not exceed the base actual deferral
         percentage by more than two percentage points (2%) or such lesser
         amount as the Secretary of the Treasury shall prescribe to prevent the
         multiple use of this alternative limitation with respect to any Highly
         Compensated Employee.

         (b) SPECIAL DEFINITIONS. For purposes of this Section alone, the
following definitions shall apply:

                  (1) "Actual deferral percentage" - The average (expressed as a
         percentage) of the deferral percentages of the Participants in a group.
         The actual deferral percentage for a group shall be determined by
         adding the deferral percentage of all Participants in the group and
         dividing that sum by the number of Participants in the group.

                  (2) "Base actual deferral percentage" - The actual deferral
         percentage for the previous Plan Year for the group consisting of
         individuals who were not Highly Compensated Employee during the
         previous Plan Year.

                  (3) "Deferral percentage" - The ratio (expressed as a
         percentage) of the Elective Deferrals under the Plan on behalf of the
         Participant for the Plan Year to the Participant's compensation for the
         Plan.

                  (4) "Compensation" - Compensation shall include any such
         amounts as determined by the Advisory Committee, as long as such
         amounts fall within Section 414(s) of the Code.

         (c) SPECIAL RULES. For purposes of this Section, the following rules
shall apply:

                  (1) If any Highly Compensated Employee is a participant in two
         (2) or more cash or deferred arrangements sponsored by the Employers,
         all cash or




                                       20
<PAGE>



         deferred arrangements shall be treated as one arrangement for purposes
         of calculating such individual's deferral percentage.

                  (2) At the election of the Company, but in accordance with
         such rules as may be prescribed in applicable regulations, any matching
         contributions (within the meaning of Section 401(m)(4)(A) of the Code)
         or qualified nonelective contributions (within the meaning of Section
         401(m)(4)(C) of the Code) allocated to a Participant under this or any
         other plan described in Section 401(a) of the Code maintained by the
         Employers or any Affiliate shall be aggregated with the Participant's
         Elective Deferrals under this Plan for purposes of determining the
         Participant's deferral percentage. If the Company makes such an
         election, such matching and qualified nonelective contributions (i)
         must satisfy the conditions set forth in Treasury Regulation Section
         1.401(k)-1(b)(5) and (ii) must be subject to the same distribution
         requirements as are Elective Deferrals. Additionally, in accordance
         with Treasury Regulation Section 1.401(k)-1(g)(13), such matching and
         qualified nonelective contributions must satisfy the above requirements
         without regard to whether they are actually treated as Elective
         Deferrals.

                  (3) If this Plan satisfies the requirements of Sections
         401(a)(4) or Section 410(b) of the Code only if aggregated with one or
         more other plans, or if one or more other plans satisfy the
         requirements of Sections 401(a)(4) or 410(b) of the Code only if
         aggregated with this Plan, then the limitations of this Section shall
         be applied by determining the deferral percentages of Participants as
         if all such plans were a single plan.

                  (4) The Elective Deferrals, compensation, and other amounts
         treated as elective contributions of all family members are disregarded
         in determining the actual deferral percentage for the groups of Highly
         Compensated Employees and those who are not Highly Compensated
         Employees.

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

                  (6) Elective Deferrals made by a Participant will be taken
         into account under the actual deferral percentage test for a Plan Year
         only if the contributions relate to Compensation that either would have
         been received by the Participant in the Plan Year (but for the deferral
         election) or are attributable to services performed by the Participant
         in the Plan Year and would have been received by the Participant within
         two and one-half (2 1/2) months after the close of the Plan Year (but
         for the deferral election).

                  (7) Elective Deferrals made by a Participant will be taken
         into account under the actual deferral percentage test for a Plan Year
         only if the contributions are allocated to the Participant as of a date
         within that Plan Year. For purposes of this paragraph, Elective
         Deferrals are considered allocated as of a date within a



                                       21
<PAGE>


         Plan Year if the allocation is not contingent on participation or
         performance of services after such date and the Elective Deferrals are
         actually paid to the Trust no later than two and one-half (2 1/2)
         months after the end of the Plan Year to which such contributions
         relate.

         (d) DISTRIBUTION OF EXCESS CONTRIBUTIONS. No later than the last day of
each Plan Year, any "excess Elective Deferrals" and the income allocable thereto
will be distributed to Participants who made the excess Elective Deferrals
during the preceding Plan Year. For purposes of this paragraph, the term "excess
Elective Deferrals" means, with respect to any Plan Year, the aggregate amount
of Elective Deferrals paid to the Plan by the Highly Compensated Employees for
the Plan Year over the maximum amount of Elective Deferrals permitted pursuant
to Section 4.3(a) and Section 401(k)(3)(A)(ii) of the Code. The distribution of
excess Elective Deferrals for any Plan Year shall be made to Highly Compensated
Employees on the basis of the dollar amount of Elective Deferrals made by each
Highly Compensated Employee in accordance with the following procedure:

                  (1) Step One: The dollar amount of the excess Elective
         Deferrals for each Highly Compensated Employee shall be calculated in
         the manner described in Code Section 401(k)(8)(B) and Treasury
         Regulation Section 1.401(k)-1(f)(2). (Note: Although the amount
         necessary to reduce the actual deferral percentage of each Highly
         Compensated Employee will be calculated in accordance with Code Section
         401(k)(8)(B) and Treasury Regulation Section 1.401(k)-1(f)(2), the
         amounts so calculated are not necessarily the amounts that will
         actually be returned to a particular Employee. Instead, the amounts so
         returned will be the amounts as calculated in accordance with Steps 2,
         3 and 4);

                  (2) Step Two: The sum of the dollar amounts calculated
         pursuant to Step One shall be calculated. The total amount calculated
         in this Step Two shall be distributed in accordance with Steps Three
         and Four;

                  (3) Step Three: The Elective Deferrals of the Highly
         Compensated Employee with the highest dollar amount of Elective
         Deferrals shall be reduced by the dollar amount required to cause that
         Highly Compensated Employee's Elective Deferrals to equal the dollar
         amount of the Elective Deferrals of the Highly Compensated Employee
         with the next highest dollar amount of Elective Deferrals. This dollar
         amount is then distributed to the Highly Compensated Employee with the
         highest dollar amount of Elective Deferrals. However, if a lesser
         reduction, when added to the total dollar amount already distributed
         under this Step Three, would equal the total calculated under Step Two,
         the lesser amount shall be distributed; and

                  (4) Step Four: If the total amount distributed is less than
         the amount calculated pursuant to Step Two, Step 3 is repeated.

         The income allocable to excess Elective Deferrals shall be determined
by multiplying the income allocable for the Plan Year to the Participant's
Elective Deferral Account from which the excess contributions are to be
distributed by a fraction, the numerator of which is the excess



                                       22
<PAGE>


Elective Deferrals on behalf of the Participant for the preceding Plan Year and
the denominator of which is the sum of the Participant's Elective Deferral
Account balance on the last business day of the preceding Plan Year plus the
Elective Deferrals (other than excess Elective Deferrals) allocated to that
Account during the Plan Year. If there is a loss, the total excess Elective
Deferrals shall nonetheless be distributed to the Participant, but the amount
distributed shall not exceed the balance of the Elective Deferral Account from
which the distribution is made. The amount of any excess Elective Deferrals to
be distributed shall be reduced by excess Elective Deferrals previously
distributed for the taxable year ending in the same Plan Year in accordance with
Section 402(g)(2) of the Code and excess Elective Deferrals to be distributed
for a taxable year shall be reduced by excess Elective Deferrals previously
distributed for the Plan beginning in such taxable year.

         (e) QUALIFIED NONELECTIVE CONTRIBUTIONS. In lieu of making a
distribution pursuant to paragraph (d), if prior to the end of a Plan Year the
Advisory Committee concludes that the average rate of Elective Deferrals made on
behalf of Highly Compensated Employees would violate the rules set forth in
paragraph (a) and Section 401(k) of the Code, the Employers may, but are not
obligated to, make qualified nonelective contributions on behalf of non-Highly
Compensated Employees. For purposes of this paragraph, the term "qualified
nonelective contribution" shall mean any Employer contribution with respect to
which (1) the Employee may not elect to have the contribution paid to the
Employee in cash instead of being contributed to the Plan and (2) the
requirements of Section 401(k)(2)(B) and (C) of the Code and Treasury
Regulations Section 1.401(k)-1(b)(5) are met.

         (f) REDUCTION OF FUTURE CONTRIBUTIONS. If prior to the end of a Plan
Year the Advisory Committee concludes that the average rate of Elective
Deferrals made on behalf of Highly Compensated Employees would violate the rules
set forth in paragraph (a) and Section 401(k) of the Code, the Advisory
Committee may prospectively reduce the Elective Deferrals directed by the Highly
Compensated Employees. The reduction shall be implemented by reducing first the
highest rates of Elective Deferrals within such group, with such rates to be
reduced in one percent (1%) increments or fractions thereof, as determined by
the Advisory Committee. Any reduction pursuant to this Section shall be limited
to the extent necessary to assure compliance with the requirements set forth in
paragraph (a) and Section 401(k) of the Code.

         (g) EFFECTIVE DATE. The provisions of this Section 4.3 shall be
effective for Plan Years beginning on or after November 3, 1997.

4.4      DESIGNATION AND CHANGE OF DESIGNATION OF ELECTIVE DEFERRALS.

         All designations or changes of designation of the amount of Elective
Deferrals directed by a Participant shall be made in accordance with uniform
rules and procedures promulgated by the Advisory Committee. Unless provided
otherwise in uniform rules adopted by the Advisory Committee, a payroll
deduction designation shall become effective as of the Plan Entry Date
coincident with or next following the designation. A designation shall be
effective until it is revoked by the Participant, succeeded by another valid
payroll deduction designation, or until the Participant separates from
employment or is no longer eligible to participate in the Plan. A designation or
changes of designation may be rejected by the relevant Employer if the Advisory



                                       23
<PAGE>


Committee concludes that such designation or change of designation would cause
the Plan to fail to satisfy Section 4.2 or Section 4.3.

4.5  SUSPENSION OF ELECTIVE DEFERRALS.

         A Participant may suspend his Elective Deferrals as of the first day of
any payroll period, in accordance with uniform rules promulgated by the Advisory
Committee. A Participant who suspends Elective Deferrals shall be prohibited
from resuming Elective Deferrals for a period of six (6) months following the
date of such suspension. Recommencement of Elective Deferrals shall be made only
when the Participant subsequently makes a new election to make Elective
Deferrals pursuant to Section 3.2. While a Participant is on an Authorized Leave
of Absence, he shall be deemed to have suspended Elective Deferrals and may
recommence such Elective Deferrals following his return to active employment in
accordance with Section 3.2. A Participant shall not be entitled to "make-up"
suspended contributions.

4.6  ROLLOVER CONTRIBUTIONS.

         (a) CONTRIBUTION. Any Participant who has received a distribution from
a profit sharing plan, stock bonus plan or pension plan intended to "qualify"
under Section 401 of the Code or any other qualified arrangement may transfer
such distribution to the Trust Fund if such contribution to the Trust Fund would
constitute, in the sole and absolute discretion of the Advisory Committee, a
"rollover contribution" within the meaning of the applicable provisions of the
Code. Additionally, a Participant may request, with the approval of the Advisory
Committee, that the Trustee accept a transfer from the trustee of another
qualified plan. The Advisory Committee may require the Employee to establish
that the amounts to be transferred to this Plan meet the requirements of this
Section. Upon such approval, the Trustee shall accept such transfer. The
Advisory Committee may, in its sole discretion, decline to accept such transfer.
For purposes of this Plan, both a "rollover contribution" within the meaning of
the applicable provisions of the Code and a transfer initiated by the
Participant from another plan shall be referred to as a "Rollover Contribution."

         (b) ACCOUNTING AND DISTRIBUTIONS. The Advisory Committee shall credit
the Rollover Contribution to a separate account (the "Rollover Contribution
Account") for the Participant's sole benefit. The separate Rollover Contribution
Account shall be adjusted, valued and credited pursuant to Section 6.3. Any such
Rollover Contribution Account shall be nonforfeitable and shall be paid to the
Participant or his Beneficiary in the same manner as benefits would be paid to
the Participant or Beneficiary under ARTICLE 11.

         (c) NO GUARANTY. The Employers, the Advisory Committee and the Trustee
do not guarantee the Rollover Contribution Accounts of Participants in any way
from loss or depreciation. The Employers, the Advisory Committee and the Trustee
do not guarantee the payment of any money which may be or become due to any
person from a Rollover Contribution Account, and the liability of the Employers,
the Advisory Committee or the Trustee to make any payment therefrom shall at any
and all times be limited to the then value of the Rollover Contribution Account.

         (d) WITHDRAWAL OF ROLLOVER CONTRIBUTIONS; GENERAL RULE. A Participant
may withdraw all or a portion of the amounts credited to his Rollover
Contribution Account by filing an appropriate request with the Advisory
Committee. As soon as



                                       24
<PAGE>


administratively feasible following receipt of a request for withdrawal, the
Advisory Committee shall direct the Trustee to pay the Participant the amount
requested. The Advisory Committee, in the exercise of its discretion but
pursuant to nondiscriminatory rules of uniform application, may limit the
frequency or timing of withdrawals, as long as each Participant is allowed to
withdraw his Rollover Contributions at least once in each Plan Year. Any expense
incurred in making a withdrawal distribution shall be charged to the
Participant's Rollover Contribution Account and shall be deducted prior to
distribution to the Participant.

4.7      PROHIBITION OF ROLLOVERS FROM CERTAIN PLANS.

         The Advisory Committee shall not permit a Participant to make a direct
transfer to this Plan (as distinguished from a "rollover contribution" or
"eligible rollover distribution" within the meaning of the Code) if the plan
from which the transfer is to be made is or was subject to the joint and
survivor annuity and preretirement survivor annuity requirements of Section 417
of the Code by reason of Section 401(a)(11) of the Code.

                                    ARTICLE 5
                             EMPLOYER CONTRIBUTIONS

5.1      MATCHING CONTRIBUTIONS.

         Subject to the Company's right to terminate or amend this Plan and an
Employer's right to discontinue its participation in this Plan, each Employer
shall contribute to the Trust Fund for each Plan Year as a Matching Contribution
such amount, if any, as the Company shall determine, in its sole and absolute
discretion. The Matching Contribution shall be made in Company Stock unless the
Company determines, in its sole and absolute discretion, that the Matching
Contribution shall be made in cash.

5.2      SPECIAL PURPOSE CONTRIBUTIONS AND TOP HEAVY CONTRIBUTIONS.

         (a) SPECIAL PURPOSE CONTRIBUTIONS. Subject to the approval of the
Company, an Employer may make contributions to the Plan on behalf of
Participants who are not Highly Compensated Employees in such amounts as the
Employer deems advisable to deal with special situations.

         (b) "TOP HEAVY" CONTRIBUTIONS. The Employers may, in the sole and
absolute discretion of the Company, make additional contributions for any Plan
Year in which the Plan is Top Heavy in such amounts as may be necessary to fund
the required Employer contribution.

5.3      ELIGIBLE PARTICIPANTS.

         (a) MATCHING CONTRIBUTIONS. A Participant who is eligible to
participate in the Matching Contributions feature of the Plans in accordance
with Section 3.1 shall be entitled to receive a Matching Contribution for a Plan
Year if the Participant made any Elective Deferrals for the Plan Year and the
Participant is in the active employ of the Employers on the last day of the Plan
Year. If Matching Contributions are made on some basis other than annually (for
example, monthly or quarterly), a Participant need only be employed on the last
day of the



                                       25
<PAGE>


relevant period (for example, the last day of the calendar quarter or month)
rather than the last day of the Plan Year. Notwithstanding the foregoing, an
otherwise eligible Participant who dies, retires on or after his Normal
Retirement Date or terminates employment due to a Disability shall be entitled
to receive a Matching Contribution (if one is made) for a period regardless of
whether the Participant is employed on the last day of the period.

         (b) SPECIAL PURPOSE CONTRIBUTIONS. A Participant shall be entitled to
receive a Special Purpose Contribution if the Participant satisfies all
eligibility requirements for the Special Purpose Contribution, as established by
the Employer making such Contribution, at the time the Contribution is made.

5.4      LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.

         (a) GENERAL LIMITATION. The Matching Contributions made on behalf of
Participants who are Highly Compensated Employees shall be limited to the extent
necessary to satisfy one of the following two paragraphs:

                  (1) The "average contribution percentage" for Participants who
         were Highly Compensated Employees for the Plan Year shall not exceed
         the "base average contribution percentage" multiplied by one and
         one-quarter (1.25); or

                  (2) The average contribution percentage for Participants who
         were Highly Compensated Employees for the Plan Year shall not exceed
         the base average contribution percentage multiplied by two (2),
         provided that the average contribution percentage for Participants who
         are Highly Compensated Employees does not exceed the base average
         contribution percentage by more than two percentage points (2%) or such
         lesser amount as the Secretary of the Treasury prescribes to prevent
         the multiple use of this alternative limitation with respect to any
         Highly Compensated Employee.

         (b) DEFINITIONS. For purposes of this Section alone, the following
definitions shall apply:

                  (1) "Average contribution percentage" - The average (expressed
         as a percentage) of the contribution percentages of the Participants in
         a group.

                  (2) "Base average contribution percentage" - The average of
         the contribution percentage for the previous Plan Year for the group
         consisting of individuals who were not Highly Compensated Employees
         during the previous Plan Year.

                  (3) "Contribution percentage" - The ratio (expressed as a
         percentage) of the Matching Contributions under the Plan on behalf of
         the Participant for the Plan Year to the Participant's compensation for
         the Plan Year.

                  (4) "Compensation" - Compensation shall include any such
         amounts as determined by the Advisory Committee, as long as such
         amounts fall within Section 414(s) of the Code.



                                       26
<PAGE>


         (c) SPECIAL RULES. For purposes of this Section, the following rules
shall apply:

                  (1) The contribution percentage for any Participant who was a
         Highly Compensated Employee for the Plan Year and who was eligible to
         receive an allocation of Matching Contributions (or to have employee
         contributions within the meaning of Section 401(m)(3)(A) of the Code,
         qualified nonelective contributions within the meaning of Section
         401(m)(4)(C) of the Code or elective deferrals within the meaning of
         Section 402(g)(3)(A) of the Code allocated to his Account under this
         Plan and one or more other plans described in Section 401(a) or
         arrangements described in Section 401(k) of the Code that are
         maintained by the Employers or an Affiliate) are determined as if all
         such contributions (and all such matching contributions, qualified
         nonelective contributions or elective deferrals) were made under a
         single plan.

                  (2) In the event that this Plan satisfied the requirements of
         Sections 401(a)(4) and 410(b) of the Code only if aggregated with one
         or more other plans, or if one or more other plans satisfied the
         requirements of Sections 401(a)(4) and 410(b) of the Code only if
         aggregated with this Plan, then the limitations of this Section were
         applied by determining the contribution percentages of Participants as
         if all such plans were a single plan.

                  (3) The Matching Contributions, compensation, and other
         amounts treated as matching contributions of all family members are
         disregarded in determining the actual contribution percentage for the
         groups of Highly Compensated Employees and those who were not Highly
         Compensated Employees.

                  (4) The determination and treatment of the contribution
         percentage of any Participant may have satisfied such other
         requirements as may be prescribed by the Secretary of the Treasury.

                  (5) For purposes of determining whether the Plan satisfies the
         actual contribution percentage test of Section 5.4 of the Plan and
         Section 401(m) of the Code, all Elective Deferrals and Matching
         Contributions that are made under two or more plans that are aggregated
         for purposes of Section 401(a)(4) and 410(b) of the Code (other than
         Section 410(b)(2)(A)(ii)) shall be treated as made under a single plan.

                  (6) For purposes of the actual contribution percentage test of
         Section 5.4 of the Plan and Section 401(m) of the Code, the actual
         contribution ratios of all "eligible Employees" shall be taken into
         account. For purposes of this paragraph, an "eligible Employee" is any
         Employee who is directly eligible to receive an allocation of Matching
         Contributions or to make Elective Deferrals and includes: (i) an
         Employee who would be a Plan Participant but for the failure to make
         required contributions; (ii) an Employee whose right to make Elective
         Deferrals or receive Matching Contributions has been suspended because
         of an election (other than certain one-time elections) not to
         participate; and (iii) an



                                       27
<PAGE>


         Employee who cannot make Elective Deferrals or receive a Matching
         Contribution because Section 415(c)(1) or Section 415(e) of the Code
         prevents the Employee from receiving additional Annual Additions. In
         the case of an eligible Employee who makes no Elective Deferrals and
         who receives no Matching Contributions, the contribution ratio that is
         to be included in determining the actual contribution percentage is
         zero (0).

                  (7) For Plan Years beginning after January 1, 1999, if the
         Company has elected to apply Code Section 410(b)(4)(B) in determining
         whether the Plan meets the requirements of Code Section 410(b), the
         Company may, in determining whether the arrangement meets the
         requirements of Section 5.5, exclude from consideration all eligible
         Employees (other than Highly Compensated Employees) who have not met
         the minimum age and service requirements of Code Section 410(a)(1)(A).

         (d) DISTRIBUTION OF EXCESS CONTRIBUTIONS. No later than the last day of
each Plan Year, any "excess aggregate contributions" and the income allocable
thereto will be distributed to Participants who made excess aggregate
contributions during the preceding Plan Year. For purposes of this paragraph, an
"excess aggregate contribution" is the amount described in Section 401(m)(6)(B)
of the Code. The distribution of excess aggregate contributions for any Plan
Year shall be made to Highly Compensated Employees on the basis of the dollar
amount of excess aggregate contributions made on behalf of each Highly
Compensated Employee in accordance with the following procedure:

                  (1) Step One: The dollar amount of the excess Matching
         Contribution for each Highly Compensated Employee shall be calculated
         in the manner described in Code Section 401(k)(8)(B) and Treasury
         Regulation Section 1.401(k)-1(f)(2). (Note: Although the amount
         necessary to reduce the average contribution percentage of each Highly
         Compensated Employee will be calculated in accordance with Code Section
         401(k)(8)(B) and Treasury Regulation Section 1.401(k)-1(f)(2), the
         amounts so calculated are not necessarily the amounts that will
         actually be returned to a particular Employee. Instead, the amounts so
         returned will be the amounts as calculated in accordance with Steps 2,
         3 and 4);

                  (2) Step Two: The sum of the dollar amounts calculated
         pursuant to Step One shall be calculated. The total amount calculated
         in this Step Two shall be distributed in accordance with Steps Three
         and Four;

                  (3) Step Three: The Matching Contributions of the Highly
         Compensated Employee with the highest dollar amount of Matching
         Contributions shall be reduced by the dollar amount required to cause
         that Highly Compensated Employee's Matching Contributions to equal the
         dollar amount of the Matching Contributions of the Highly Compensated
         Employee with the next highest dollar amount of Matching Contributions.
         This dollar amount is then distributed to the Highly Compensated
         Employee with the highest dollar amount of Matching Contributions.
         However, if a lesser reduction, when added to the



                                       28
<PAGE>


         total dollar amount already distributed under this Step Three, would
         equal the total calculated under Step Two, the lesser amount shall be
         distributed; and

                  (4) Step Four: If the total amount distributed is less than
         the amount calculated pursuant to Step Two, Step 3 is repeated.

         The income allocable to excess aggregate contributions shall be
determined by multiplying the income allocable to the Participant's Matching
Contributions Account for the Plan Year by a fraction, the numerator of which is
the excess aggregate contributions on behalf of the Participant for the
preceding Plan Year and the denominator of which is the Participant's Matching
Contributions Account balance on the last business day of the preceding Plan
Year. The excess aggregate contributions to be distributed to the Participant
shall be adjusted for income and losses. In the case of a loss, the total excess
aggregate contributions would nonetheless be distributed to the Participant, but
the amount distributed could not exceed the Participant's Matching Contributions
Account balance.

         (e) MULTIPLE USE OF THE ALTERNATIVE LIMITATION. For purposes of
determining whether the limitations in Sections 4.3 and 5.4 are met, the Plan
shall satisfy the test for multiple use of the "alternative limitation" (as
described in Sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) of the Code) set
forth in Treasury Regulation Section 1.401(m)-2. If multiple use of the
alternative limitation occurs with respect to two or more plans or arrangements
maintained by the Employers it must be corrected by reducing the actual deferral
percentage or actual contribution percentage of Highly Compensated Employees in
the manner described in Treasury Regulation Section 1.401(m)-2(c)(3); provided
that the Employers may instead eliminate the multiple use of the alternative
limitation by making qualified nonelective contributions.

         (f) EFFECTIVE DATE. The provisions of this Section 5.4 shall be
effective for Plan Years beginning on or after November 3, 1997.

5.5  ADJUSTMENT OF MATCHING CONTRIBUTION ACCOUNT.

         In the event that a distribution of excess Elective Deferrals is made
pursuant to Section 4.3 of the Plan, the Matching Contribution Account will be
adjusted to reflect the amount of any Matching Contributions attributable to
such excess Elective Deferrals (the "excess Matching Contributions") plus the
income allocable to any such excess Matching Contribution. The income allocable
to the excess Matching Contribution shall be determined in accordance with any
method permitted under Treasury Regulation Sections 1.401(m)-1(e)(3) or
1.401(k)-1(f)(4), as applicable. Any such excess Matching Contribution (and
earnings allocable thereto) will be allocated to a suspense account. Amounts in
this suspense account shall be allocated in the succeeding Plan Year as part of
the Matching Contribution for such Plan Year. Amounts held in such suspense
account shall be allocable before the Matching Contributions for such Plan Year.

5.6      PAYMENT OF EMPLOYER CONTRIBUTIONS.

         Matching Contributions and Special Purpose Contributions may be paid
within the Plan Year for which such contribution is made or within the period
thereafter ending on the date by


                                       29
<PAGE>


which the Company's Federal income tax return for the corresponding year of
deduction must be filed, including any extensions of such date. Matching
Contributions and Special Purpose Contributions may be paid in Company Stock,
cash or in any other property acceptable to the Trustee.


5.7  CONDITIONAL NATURE OF CONTRIBUTIONS.

         (a) MISTAKE OF FACT. Any contribution made to this Plan by an Employer
because of a mistake of fact shall be returned to the Employers upon its request
within one (1) year of the date of the contribution.

         (b) DEDUCTIBILITY. Every contribution made by an Employer is
conditional on its deductibility. If the Internal Revenue Service or any court
of law whose decision has become final determines that all or part of a
contribution is not deductible, the contribution (to the extent that it is not
deductible) shall be refunded to the Employers upon its request within one (1)
year after the date of the disallowance.

         (c) AGGREGATE CONTRIBUTIONS. In no event shall the aggregate Employer
Contributions for any Plan Year be more than the amount allowable as a deduction
for federal income tax purposes for such Plan Year.

         (d) LIMITATIONS ON AMOUNTS RETURNED. Notwithstanding anything to the
contrary, the maximum amount that may be returned to an Employer pursuant to
subparagraphs (a) and (b), above, is limited to the portion of such contribution
attributable to the mistake of fact or the portion of such contribution deemed
non-deductible (the "excess contribution"). Earnings attributable to the excess
contribution will not be returned to the Employers, but losses attributable
thereto will reduce the amount so returned. In no case shall withdrawal of any
excess contribution pursuant to subparagraphs (a) and (b), above, reduce the
balance of the Participant's Account to less than the balance would have been
had the excess contribution not been made.

                                    ARTICLE 6
                                   ACCOUNTING

6.1  INDIVIDUAL ACCOUNTS.

         A separate Elective Deferral Account and Matching Contribution Account
shall be maintained for each Participant who elects to make Elective Deferrals
and on whose behalf the Employers make a Matching Contribution. A separate
subaccount of the Matching Contribution Account, the Matching Stock Account,
shall be maintained for each Participant on whose behalf the Employers make a
Matching Contribution in Company Stock. A separate Special Purpose Contribution
Account shall be maintained for each Participant on whose behalf the Employers
make a Special Purpose Contribution. A separate ESOP Account shall be maintained
for each Participant on whose behalf the Employers have made ESOP Contributions
prior to November 2,



                                       30
<PAGE>


1998. A separate Rollover Contribution Account shall be maintained for each
Participant who has made Rollover Contributions. The Accounts will separately
reflect balances derived from Elective Deferrals, Matching Contributions,
Special Purpose Contributions, Rollover Contributions, ESOP Contributions and
qualified nonelective contributions made by or on behalf of the Participant and
shall reflect the fair market value, as of the most recent Valuation Date. Each
such Account or subaccount shall be adjusted as hereinafter provided to reflect
any appreciation or depreciation in the value of the assets of the Trust Fund
and any distributions. The Advisory Committee also shall establish and maintain
any such other accounts or subaccounts as necessary for each Participant. The
establishment and maintenance of separate Accounts for each Participant shall
not be construed as giving any person any interest in any specific asset of the
Trust Fund, which, for investment purposes, shall be administered as a single
fund unless and until otherwise directed by the Administrative Committee or
otherwise provided herein.

6.2  ALLOCATION OF CONTRIBUTIONS AND FORFEITURES.

         (a) ELECTIVE DEFERRALS. The Elective Deferrals of a Participant shall
be credited to his Elective Deferral Account.

         (b) MATCHING CONTRIBUTIONS. The Matching Contributions made on behalf
of a Participant who is eligible to receive a Matching Contribution (as
determined in accordance with Section 5.3) shall be credited to his Matching
Contribution Account. If a Matching Contribution is made in the form of Company
Stock, the Matching Contribution shall be credited to the Matching Contribution
Stock Account and not to the Company Common Stock Fund or any other specific
investment Fund.

         (c) SPECIAL PURPOSE CONTRIBUTIONS. The Special Purpose Contributions
made on behalf of a Participant shall be credited to his Special Purpose
Contribution Account.

         (d) FORFEITURES. Forfeitures from a Matching Contribution Account that
are not used to restore prior forfeitures pursuant to Sections 10.4 shall be
used to reduce the Matching Contributions otherwise required of the Employers.

         (e) TOP HEAVY ALLOCATIONS. Notwithstanding anything to the contrary in
this Section or any other provision of this Plan, in any Plan Year in which the
Plan is Top Heavy or Super Top Heavy, the Employers shall make a special
contribution on behalf of each Participant who is not a Key Employee for the
Plan Year in such amount as may be necessary to assure that the sum of the
Employer Contributions and forfeitures, if any, allocated to the Participant's
Accounts equals at least the "minimum required contribution." The "minimum
required contribution" is the lesser of (1) three percent (3%) of the
Participant's Compensation for the Plan Year or (2) if the Employers does not
have a defined benefit plan which is enabled to satisfy Section 401 of the Code
by this Plan, the Participant's Compensation for the Plan Year multiplied by the
"Employer Contribution percentage" for such Plan Year for the Key Employee for
whom the "Employer Contribution percentage" is the highest. For this purpose,
the "Employer Contribution percentage" shall equal the sum of the Employers
Contributions and forfeitures allocated to a Participant divided by the
Compensation of the Participant. The minimum required contribution called for by
this paragraph will be determined without regard to


                                       31
<PAGE>

Employer contributions to the Social Security system. The special Employer
Contribution called for by this paragraph shall be allocated on behalf of all
Employees who are not Key Employees for the Plan Year and who are employed by
the Employers on the last day of the Plan Year. This special Employer
Contribution shall be made regardless of any provision in this Plan requiring
(as a condition of allocation of the Employer Contribution for the Plan Year)
payment of Elective Deferrals. In determining whether the minimum required
contribution provisions of this Section have been satisfied, all Employer
contributions and forfeiture allocations for the Plan Year under all "defined
contribution plans," as defined in Section 414(i) of the Code, maintained by the
Employers or an Affiliate shall be considered as allocable under this Plan. If a
non-Key Employee who is participating in this Plan is covered under a "defined
benefit plan," as defined in Section 414(j) of the Code, sponsored by the
Employers or an Affiliate, no minimum required contribution allocation shall be
required pursuant to this paragraph if such Employee is provided with a top
heavy minimum defined benefit pursuant to the defined benefit plan. All special
Employer Contributions made pursuant to this paragraph on behalf of a
Participant shall be allocated to that Participant's Matching Contribution
Account. In determining the amount of the minimum required contribution, the
Elective Deferrals made by Highly Compensated Employees shall be treated as
Employer Contributions. The Elective Deferrals made by non-Highly Compensated
Employees shall be disregarded.

         (f) ALLOCATION TO CERTAIN PERSONS PROHIBITED. Notwithstanding the
foregoing, no portion of the assets of the Plan attributable to (or allocable in
lieu of) Company Stock acquired by the Plan in a sale to which Section 1042 of
the Code applies may accrue or be allocated directly or indirectly under any
plan of the Employers meeting the requirements of Section 401(a) of the Code
during the "nonallocation period", as defined in Section 409(n)(3)(C) of the
Code, for the benefit of (1) any taxpayer who makes an election under Section
1042(a) of the Code with respect to Company Stock or (2) any individual who is
related to the taxpayer within the meaning of Section 267(b) of the Code. Clause
(2) of the preceding sentence shall not apply to any individual if the
individual is the lineal descendant of the taxpayer and the aggregate amount
allocated to the benefit of all lineal descendants during the nonallocation
period does not exceed more than five percent (5%) of the Company Stock (or
amounts allocated in lieu thereof) held by the Plan which are attributable to a
sale to the Plan by any person related to such descendants (within the meaning
of Section 267(c)(4) of the Code) in a transaction to which Section 1042 of the
Code applied.

         (g) ROLLOVER CONTRIBUTIONS. The Rollover Contributions of a Participant
shall be credited to his Rollover Contribution Account.

         (h) QUALIFIED NONELECTIVE CONTRIBUTIONS. The qualified nonelective
contributions made on behalf of a Participant shall be credited to his Special
Purpose Contribution Account.

6.3  VALUATION AND ADJUSTMENTS.

         (a)      GENERAL.  Participant Accounts shall be adjusted as follows:


                                       32
<PAGE>

                  (1) As of each Valuation Date, the Advisory Committee shall
         credit to the proper Accounts all Elective Deferrals and loan
         repayments received since the prior Valuation Date.

                  (2) As of each Valuation Date, the Advisory Committee shall
         charge to the proper Accounts all withdrawals or distributions paid and
         all loans made since the most recent Valuation Date.

                  (3) The Advisory Committee may elect to charge the
         administrative expenses incurred by the Plan, or certain categories of
         such expenses, to the Accounts of the Participants. Such expenses shall
         be charged to the Accounts as of the Valuation Date or Dates selected
         by the Advisory Committee and in the manner (e.g., pro rata or in
         proportion to Account balances) selected by the Advisory Committee.

                  (4) As of each Valuation Date, the Advisory Committee shall
         adjust each Participant's Accounts to reflect the investment
         performance of the Funds in which such Accounts are invested.

                  (5) Dividends allocable to Participant Accounts on Company
         Stock shall be credited to Participant Accounts as of the appropriate
         Valuation Date. As of each Valuation Date, all Company Stock credited
         to the Accounts of a Participant shall be adjusted to reflect changes
         in the value of the Company Stock. If the Company Stock is not readily
         tradeable on an established securities market, the fair market value of
         such securities must be determined by an independent appraiser meeting
         the requirements of Section 401(a)(28)(C) of the Code.

                  (6) As of each Valuation Date, the Advisory Committee shall
         charge and credit to the proper Accounts the amounts transferred from
         one Fund to another, as provided in Section 7.3 of the Plan.

                  (7) The Matching Contributions (as well as any forfeitures
         available for allocation and any qualified nonelective contributions or
         Special Purpose Contributions) shall be allocated to the Accounts as of
         the appropriate Valuation Date. All actions taken by the Advisory
         Committee pursuant to this Section 6.3(a) shall be taken in accordance
         with rules or procedures of uniform application.

         (b) VALUATION DATES. The Advisory Committee, in the exercise of its
discretion, may prescribe Valuation Dates for the Company Common Stock Fund that
differ from the Valuation Dates for the investment Funds.


6.4      LIMITATION ON ANNUAL ADDITIONS.

         (a) GENERAL RULE. Notwithstanding anything in this Plan to the
contrary, except as provided in this Section 6.4, the Annual Additions to be
allocated to the Accounts of a


                                       33
<PAGE>

Participant for any Plan Year shall not exceed an amount equal to the lesser of
(1) Thirty Thousand Dollars ($30,000) (or such greater amount as may be
permitted under Section 415(d)) (the "dollar limitation"), or (2) twenty-five
percent (25%) of the Compensation of the Participant for the Plan Year (the
"compensation limitation").

         (b) MULTIPLE DEFINED CONTRIBUTION PLANS. The limitations of this
Section 6.4 with respect to any Participant who is at any time participating in
any other "defined contribution plan," as defined in Section 414(i) of the Code,
maintained by the Employers or by an Affiliate shall apply as if the total
Annual Additions under all such defined contribution plans in which the
Participant is participating were allocated under this Plan.

         (c) ADJUSTING ANNUAL ADDITIONS. In the event it is necessary to limit
the Annual Additions to the accounts of a Participant under this Plan,
adjustments shall first be made to the annual additions under any other defined
contribution plan of the Employers, if permitted by such plan, and if further
adjustments are required, the Advisory Committee shall allocate Employer
Matching Contributions in excess of the permitted Annual Addition to a suspense
account. Amounts in this suspense account shall be allocated in the succeeding
Plan Year as part of the Matching Contributions for such Plan Year. Amounts held
in such suspense account shall be allocable before the Matching Contributions
for such Plan Year. In the event of termination of the Plan, amounts credited to
such suspense account shall, to the extent permitted by this Section, be
allocated among the Matching Contributions Accounts of Participants in the ratio
that each such Participant's Compensation for the Plan Year in which the
termination occurs bears to the Compensation of all such Participants for that
Plan Year. Further reductions or adjustments to the method described above for
adjusting the Annual Additions of Participants may be made pursuant to the
directions of the Advisory Committee and may be made pursuant to priorities
established under related defined contribution plans.

         (d) DEFINED BENEFIT PLAN PARTICIPANTS. For Plan Years beginning before
January 1, 2000, in any case where a Participant under this Plan is also a
participant in one or more "defined benefit plans," as defined in Section 414(j)
of the Code, maintained by the Employers or by an Affiliate of the Employers,
the sum of the "defined benefit plan fraction" under such plan or plans and the
"defined contribution plan fraction" under this Plan and all other defined
contribution plans shall not exceed one (1.0).

                  (1) DEFINED BENEFIT PLAN FRACTION. The "defined benefit plan
         fraction" for any Plan Year is a fraction, the numerator of which is
         the projected annual benefit payable to the Participant as of the close
         of the current Plan Year under all defined benefit plans (whether or
         not terminated) maintained by the Employers and the denominator of
         which is the lesser of one hundred twenty-five percent (125%) of the
         defined benefit plan dollar limitation in effect for the Plan Year
         under Section 415(b)(1)(A) of the Code, as adjusted pursuant to Section
         415(d) of the Code, or one hundred forty percent (140%) of the
         Participant's average Compensation for the three (3) Plan Years during
         which such Compensation is the highest. For any Plan Year for which the
         Plan is Top Heavy, the denominator of the defined benefit plan fraction
         will be the lesser of one hundred percent (100%) (rather than one
         hundred twenty-five percent (125%)) of the defined benefit plan dollar
         limitation referred to in the preceding


                                       34
<PAGE>

         sentence, as in effect for the Plan Year under Section 415(b)(1)(A) of
         the Code, or one hundred forty percent (140%) of the Participant's
         average Compensation for the three (3) Plan Years during which
         Compensation is highest, unless both of the following conditions are
         satisfied, in which case the defined benefit plan fraction shall be
         calculated as set forth in the preceding sentence:

                           (A)      The Plan is not a Super Top Heavy Plan; and

                           (B) The contributions or benefits on behalf of all
                  Participants other than Key Employees meet the requirements of
                  Section 416(h) of the Code.

                  (2) DEFINED CONTRIBUTION PLAN FRACTION. The "defined
         contribution plan fraction" for any Plan Year is a fraction, the
         numerator of which is the sum of the Annual Additions to the
         Participant's Accounts under all the defined contribution plans
         (whether or not terminated) maintained by the Employers for the current
         and all prior Plan Years (including the Annual Additions attributable
         to the Participant's nondeductible employee contributions to any
         defined benefit plan, whether or not terminated, maintained by the
         Employers) and the denominator of which is the sum of the "maximum
         aggregate amounts" for the current and all prior Plan Years of service
         with the Employers, regardless of whether a plan was maintained by the
         Employers during such years. The "maximum aggregate amount" in any Plan
         Year is the lesser of one hundred twenty-five percent (125%) of the
         dollar limitation in effect under Section 415(c)(1)(A) of the Code or
         thirty-five percent (35%) of the Participant's Compensation for such
         year. For any Plan Year for which the Plan is a Top Heavy Plan, the
         "maximum aggregate amount" is the lesser of one hundred percent (100%)
         (rather than one hundred twenty-five percent (125%)) of the dollar
         limitation in effect under Section 415(c)(1)(A) of the Code or
         thirty-five percent (35%) of the Participant's Compensation for such
         year, unless both of the following conditions are satisfied:

                           (A)      The Plan is not a Super Top Heavy Plan; and

                           (B) Key Employees meet the requirements of Section
                  416(h) of the Code.

         (e) ADJUSTMENTS. In the event it is necessary to adjust benefits and/or
contributions to prevent the combined fraction from being exceeded in a Plan
Year, the Participant's benefits under the defined benefit plan shall be reduced
so as to eliminate any excess over the combined fraction, and such reduction
shall be made, if necessary, prior to the allocation of contributions to
Accounts. Any further reductions necessary shall be made by reducing the Annual
Additions under this Plan as provided above, then by reducing Annual Additions
in the manner and priority set out above with respect to other defined
contribution plans, if any.


                                       35
<PAGE>

         (f) TREATMENT OF AFFILIATES. For purposes of this Section, the
Employers and all of its Affiliates shall be treated as a single entity and any
plans maintained by an Affiliate shall be deemed to be maintained by the
Employers.

                                    ARTICLE 7
                             INVESTMENT OF ACCOUNTS

7.1.     DIRECTION BY PARTICIPANT.

         (a) INVESTMENT OF ACCOUNTS. Subject to the limitations set forth in
Section 7.1(b), each Participant shall choose the investment Fund or Funds in
which his Accounts shall be invested. Each Participant may, except as otherwise
provided in this Plan, direct the investment of all of the amounts credited to
such Accounts in a single Fund, or the Participant may direct percentage
increments of amounts allocable to those Accounts to be invested in such Funds
as he shall desire, all in accordance with uniform rules and procedures
promulgated by the Advisory Committee.

         (b) THE COMPANY COMMON STOCK FUND. Participants may not elect to invest
any portion of their Account in the Company Common Stock Fund. Nevertheless, as
of the Effective Date a Participant's entire ESOP Account is invested in the
Company Common Stock Fund and a portion of a Participant's Matching Contribution
Account or Elective Deferral Account may be invested in the Company Common Stock
Fund. In the future, any Matching Contributions made in Company Stock also will
be invested, initially, in the Company Common Stock Fund. Effective as of any
date on or after February 1, 1999 selected by the Advisory Committee, a
Participant may elect to transfer all or a portion of the amount allocated to
his ESOP Account or Elective Deferral Account from the Company Common Stock Fund
to any other investment Fund. In addition, once a Participant has a fully vested
interest in his Matching Contribution Account he may elect to transfer the
portion of his Matching Contribution Account that is invested in the Company
Common Stock Fund to any of the other investment Funds. Amounts transferred from
the Company Common Stock Fund may not be reinvested in the Company Common Stock
Fund.

         (c) NO DISTINCTION BETWEEN INCOME AND PRINCIPAL. The income of and
gains of each Fund shall be added to the Fund and each Fund shall be invested
without distinction between principal and income.

         (d) FAILURE TO ISSUE INVESTMENT DIRECTIVES. The investment directives
of a Participant shall be effective until another directive is received by the
Advisory Committee. The Trustee, in its discretion, will invest the portion of
the Participant's Accounts for which the Participant has the right to issue, but
has not issued, investment directions in accordance with this Plan and Trust
Agreement.

         (e) FORMER PARTICIPANTS AND BENEFICIARIES. For purposes of this ARTICLE
7, the term "Participant" shall be deemed to include former Participants,
Beneficiaries of any deceased Participant or the alternate payees of any
Participant.




                                       36
<PAGE>

7.2  CHANGE IN INVESTMENT DIRECTIONS.

         Participants may elect to change their investment directions with
respect to future contributions in accordance with uniform rules and procedures
adopted by the Advisory Committee. All changes shall be permitted subject to the
provisions of Section 7.1 regarding the available investments for various types
of contributions.

7.3  TRANSFERS BETWEEN INVESTMENT FUNDS.

         Except as provided in Section 7.1(b), a Participant may transfer all or
a portion of his Accounts invested in a Fund to another Fund or Funds in
accordance with uniform rules and procedures adopted by the Advisory Committee.
All transfers shall be subject to the requirements and limitations of Section
7.1.

7.4  PARTICIPANT DIRECTED INDIVIDUAL ACCOUNT PLAN.

         (a) GENERAL. This Plan is intended to constitute a participant directed
individual account plan under Section 404(c) of the Act. As such, Participants
shall be provided the opportunity to exercise control over some or all of the
assets in their Accounts under the Plan. The Advisory Committee, pursuant to
uniform and non-discriminatory rules, shall establish three or more Funds which
provide each Participant with a broad range of investment alternatives in
accordance with Department of Labor Regulation Section 2550.404c-1(b)(3).

         (b) CHANGE IN INVESTMENT FUNDS. The investment Funds available under
the Plan, and any restrictions on such Funds, may be modified or supplemented
from time to time by action of the Advisory Committee, without the necessity of
a Plan amendment.

         (c) REQUIRED INFORMATION. The Advisory Committee shall provide each
Participant with the opportunity to obtain sufficient information to make
informed decisions with regard to investment alternatives available under the
Plan and incidents of ownership appurtenant to such investments. The Advisory
Committee shall promulgate and distribute to Participants an explanation that
the Plan is intended to comply with section 404(c) of the Act and any relief
from fiduciary liability resulting therefrom, a description of investment
alternatives available under the Plan, an explanation of the circumstances under
which Participants may give investment instructions and any limitations thereon,
along with all other information and explanations required under Department of
Labor Regulation Section 2550.404c-1(b)(2)(B)(1). In addition, the Advisory
Committee shall provide information to Participants upon request as required by
Department of Labor Regulation Section 2550.404c-1(b)(2)(B)(2). Neither the
Employers, the Advisory Committee, the Trustee nor any other individual
associated with the Plan or the Employers shall give investment advice to
Participants with respect to Plan investments. The providing of information
pursuant to this Section shall not in any way be deemed to be the providing of
investment advice, and shall in no way obligate the Employers, the Advisory
Committee, the Trustee or any other individual associated with the Plan or the
Employers to provide any investment advice.

         (d) IMPERMISSIBLE INVESTMENT INSTRUCTIONS. The Advisory Committee shall
decline to implement any Participant instructions if: (1) the instruction is
inconsistent with any provisions of the Plan or Trust Agreement; (2) the
instruction is inconsistent with any investment direction policies adopted by
the Advisory Committee from time to time; (3)



                                       37
<PAGE>

implementing the instruction would not afford a Plan fiduciary protection under
section 404(c) of the Act; (4) implementing the instruction would result in a
prohibited transaction under Section 406 of the Act or Section 4975 of the Code;
(5) implementing the instruction would result in taxable income to the Plan; (6)
implementing the instruction would jeopardize the Plan's tax qualified status;
or (7) implementing the instruction could result in a loss in excess of a
Participant's account balance. The Committee, pursuant to uniform and
nondiscriminatory rules, may promulgate additional limitations on investment
instruction consistent with Section 404(c) of the Act from time to time.

         (e) INDEPENDENT EXERCISE. A Participant shall be given the opportunity
to make independent investment directions. No Plan fiduciary shall subject any
Participant to improper influence with respect to any investment decisions, and
nor shall any Plan fiduciary conceal any non-public facts regarding a
Participant's Plan investment unless disclosure is prohibited by law. Plan
fiduciaries shall remain completely neutral in all regards with respect to
Participant investment directions. A Plan fiduciary may not accept investment
instructions from a Participant known to be legally incompetent, and any
transactions with a fiduciary, otherwise permitted under this Section 7.4 and
the uniform and nondiscriminatory rules regarding investment directions
promulgated by the Committee, shall be fair and reasonable to the Participant in
accordance with Department of Labor Regulation Section 404c-1(c)(3).

         (f) LIMITATION OF LIABILITY AND RESPONSIBILITY. The Trustee, the
Advisory Committee and the Employers shall not be liable for acting in
accordance with the directions of a Participant pursuant to this Section or for
failing to act in the absence of any such direction. The Trustee, the Advisory
Committee and the Employers shall not be responsible for any loss resulting from
any direction made by a Participant and shall have no duty to review any
direction made by a Participant. Neither the Employers, the Advisory Committee
nor the Trustee shall have any obligation to consult with any Participant
regarding the propriety or advisability of any selection made by the
Participant.

         (g) CONFIDENTIALITY REQUIREMENTS. Because a portion of some
Participants' Accounts may be invested in the Company Common Stock Fund, the
Advisory Committee shall establish written procedures in order to safeguard the
confidentiality of information relating to the purchase, holding, and sale of
Company Stock and the exercise of voting, tender and similar rights. The
Advisory Committee shall adopt written confidentiality procedures that comply
with the applicable regulations.

                                    ARTICLE 8
                           LOANS TO PLAN PARTICIPANTS

8.1      GENERAL.

         The Advisory Committee is authorized but is not required to direct the
Trustee to make a loan or loans as a segregated investment of the Participant's
Accounts to any Participant who is (a) a current Employee of the Employer or (b)
a former Employee of an Employer, if such former Employee is a
"party-in-interest" (as such term is defined in Section 3(14) of the Act). Such
loans shall be available to all Participants on a nondiscriminatory basis,
except that the Advisory Committee may discriminate on the basis of credit
worthiness. The Advisory


                                       38
<PAGE>

Committee shall not direct the Trustee to make loans to Highly Compensated
Employees in amounts which, when expressed as a percentage of the Participant's
vested interest in his Accounts, are greater than those available to other
Participants; provided, however, that the Advisory Committee may adopt a rule
precluding loans of less than One Thousand Dollars ($1,000.00).

8.2  AMOUNT.

         The total outstanding loans from the Trust Fund to any Participant at
any time shall not exceed the Participant's vested interest in his Accounts,
determined as of the most recent Valuation Date for the Plan, provided, however,
that no portion of the Participant's vested interest in his Accounts which is
held in Company Stock shall be liquidated to fund the loan to the Participant.
Any loan which is made pursuant to this ARTICLE 8 shall be treated as a taxable
distribution to the extent that it causes the outstanding balance at any time of
all loans from all "employee pension benefit plans" (as defined in ERISA) of the
Employers that are intended to "qualify" under Section 401(a) of the Code to
exceed fifty percent (50%) of the present value of the Participant's
nonforfeitable accrued benefit under all such plans; provided that such maximum
shall not be more than Fifty Thousand Dollars ($50,000.00) with such Fifty
Thousand Dollar ($50,000.00) limitation to be reduced by the highest outstanding
loan balance during the twelve (12) month period preceding the date on which a
loan is made. The Advisory Committee may, in the exercise of its discretion,
prohibit the making of any loan that would be treated as a taxable distribution.

8.3  SECURITY.

         The loan shall be evidenced by the Participant's promissory note and
shall be secured by an assignment of the Participant's vested interest in his
Accounts and such additional collateral as the Advisory Committee shall deem
necessary, provided that in no event shall the loan be secured by an assignment
of more than fifty percent (50%) of the Participant's vested (non-forfeitable)
interest in his Accounts. In determining whether a pledge of additional
collateral is necessary, the Advisory Committee shall consider the Participant's
credit worthiness and the impact on the Plan in the event of a default under the
loan prior to the date on which Participant's benefits will commence under the
Plan.

8.4  INTEREST RATE.

         All loans shall bear interest at a rate determined by the Advisory
Committee. The interest rate shall be commensurate with the interest rates
charged by persons in the business of lending money for similar loans. Subject
to the foregoing, the terms of any loan shall be arrived at by mutual agreement
between the Advisory Committee and the Participant pursuant to a uniform,
nondiscriminatory policy.

8.5  REPAYMENT PERIOD.

         All loans shall be repayable in semi-monthly installments over a period
not exceeding five (5) years, except that the term may exceed five (5) years
(but shall not exceed fifteen (15) years or such shorter period set by the
Advisory Committee) if the Participant establishes to the satisfaction of the
Advisory Committee, in its sole discretion, that the proceeds of the loan will


                                       39
<PAGE>

be used, within a reasonable time after the funds are disbursed, to acquire or
construct the Participant's principal residence.

8.6  COSTS.

         Any costs incurred by the Advisory Committee or Trustee to establish,
process, administer or collect the loan shall be charged directly and solely to
the Participant unless other mutually agreeable arrangements are made by the
Advisory Committee and the Participant in a uniform and nondiscriminatory
manner.

8.7  DEFAULT.

         If a Participant fails to timely make a required installment payment on
a loan, the loan shall be in default and a deemed distribution of the loan shall
occur. The Advisory Committee may, in the exercise of its discretion, allow a
grace period for the repayment of missed installments. The grace period allowed
by the Advisory Committee, if any, shall be administered in a uniform and
nondiscriminatory manner and in no event shall continue beyond the last day of
the calendar quarter following the calendar quarter in which the required
installment payment was due. In the event that the Participant does not repay
such loan or loans and the interest thereon in a timely fashion, the Trustee may
exercise every creditor's right at law or equity available to the Trustee. The
Trustee may not, however, deduct or offset the payments in default or the unpaid
outstanding balance of the loan from or against the Participant's Accounts until
such time as the Accounts become payable pursuant to the other provisions of
this Plan. When payments become due hereunder, the Trustee may deduct the total
amount of the loan then outstanding, together with any interest then due and
owing, from any payment or distribution (including any payment due to the
Participant's surviving spouse pursuant to Section 11.5) to which such
Participant or his Beneficiary or Beneficiaries may become entitled.

8.8  TRANSFERRED LOANS ACCEPTED PURSUANT TO SECTION 4.6.

         In the event that a Participant transfers a promissory note to the Plan
from a qualified plan maintained by an Acquired Company in connection with a
"rollover" under Section 4.6, such promissory note shall be administered by the
Advisory Committee and the Trustee in accordance with the terms of the
promissory note. To the extent there is a conflict between the terms of a
transferred promissory note and this ARTICLE 8 or other rules promulgated by the
Advisory Committee, the terms of the transferred promissory note shall control.
Nothing in this Section, however, obligates the Advisory Committee to accept a
rollover that includes a promissory note.

8.9  SUSPENSION OF LOAN PAYMENTS UNDER CODE SECTION 414(U).

         Loan repayments will be suspended under the Plan as permitted under
Section 414(u) of the Code.



                                       40
<PAGE>

                                    ARTICLE 9
                    VOTING, TENDER OFFERS, OR SIMILAR RIGHTS

9.1      PUT OPTION.

         (a) GENERAL RULE. Company Stock distributed from a Participant's ESOP
Account shall be subject to a put option as provided in this Section if the
Company Stock is not publicly traded when distributed, or if the Company Stock
is subject to a "trading limitation" when distributed. For purposes of this
Section, a "trading limitation" is a restriction under any Federal or state
securities law or any regulation thereunder affecting the security that would
make the Company Stock not as freely tradeable as Company Stock not subject to
the restriction.

         (b) EXERCISE OF PUT OPTION. The put option granted pursuant to this
Section may be exercisable by the Participant, a donee of the Participant, a
Beneficiary receiving the Company Stock or by any other person (including the
Participant's estate or its distributees) to whom the Company Stock passes by
reason of the Participant's death. In the event that Company Stock is subject to
the put option granted by this Section, the holder of the option may "put" the
securities to the Company by notifying the Company in writing that he is
exercising the put option granted by this Section.

         (c) PRICE. The price at which the option is exercisable shall be the
fair market value of the Company Stock as of the last day of the Plan Year.

         (d) PUT TO COMPANY. The put option granted pursuant to this Section
shall extend to the Company and shall not extend to the Plan. However, the Plan
shall have the option to assume for the Company the rights and obligations of
the Company at the time that the put option is exercised, if it so desires. Any
other Affiliate may also assume the put option before the Company. If the Plan
assumes the put, the put against the Company and/or Affiliates shall be
extinguished.

         (e) PERIOD OF EXERCISE. The put option shall be exercisable initially
for a sixty (60) day period, beginning on the date the security subject to the
put option is distributed (the "first put option period"), and for an additional
sixty (60) day period in the next following Plan Year (the "second put option
period") if the put is not exercised during the first put option period. Upon
the close of the Plan Year during which the security is distributed, the
independent appraiser retained pursuant to Section 401(a)(28) of the Code shall
determine the value of the Company Stock and the Advisory Committee shall then
notify each former Participant who did not exercise the put option during the
initial put option period of the new value. Unless regulations issued by the
United States Treasury Department provide otherwise, the second put option
period shall then begin on the date such notice is given and shall end sixty
(60) days thereafter. The period during which a put option pursuant to this
Section shall be exercisable shall not include any time in which a distributee
is unable to exercise the put option because the Company or other party bound by
the put option is prohibited from honoring it by applicable state or Federal
law.

         (f) CHANGE IN TRADING OF SECURITIES. If a Participant receives Company
Stock which is publicly traded without restriction when distributed from the
Trust Fund but


                                       41
<PAGE>

which ceases to be so traded before the expiration of that former
Participant's second put option period, the put option provisions of this
Section may be exercised by that former Participant during the balance (if any)
of the first and/or second put option periods. The Company will notify each such
former Participant of the applicability of this Section in writing on or before
the tenth (10th) day after the day on which the Company Stock previously
distributed ceases to be so publicly traded. The number of days between such
tenth (10th) day and the date on which notice is actually given, if later than
the tenth (10th) day, shall be added to the duration of the put option, if (but
only if) the notice is given, or required to be given, during a put option
period. Any such notice shall inform distributees of the terms of the put option
that they are to hold.

         (g) PAYMENT. Deferred payments under an exercised put option shall be
permissible if adequate security and a reasonable interest rate are provided. If
a put option is exercised with respect to Company Stock received as a lump sum
distribution from the Plan, payments may be made in a lump sum or in equal
installments not less frequently than annually, beginning within thirty (30)
days after the date the put option is exercised, for a period of not more than
five (5) years. The determination of whether payment shall be made in
installments or in a lump sum shall be made by the party to whom the Company
Stock may be put, in its sole discretion. If a put option is exercised with
respect to Company Stock received as part of an installment distribution under
the Plan, full payment for the Company Stock shall be made within thirty (30)
days after the put option is exercised. Payment of the put option described in
this Section shall not be restricted by the provisions of a loan agreement or
any other arrangement, including the terms of the Company's or Affiliates'
charters or articles of incorporation, unless so required by applicable state
law.

         (h) OBLIGATION TO ACQUIRE SECURITIES. Except as provided above, the
Plan may not otherwise obligate itself to acquire Company Stock from a
particular Company Stock holder at an indefinite time determined upon the
happening of an event such as the death of the holder.

9.2  RIGHT OF FIRST REFUSAL.

         (a) GENERAL RULE. If any Participant or his Beneficiary to whom shares
of Company Stock are distributed from the Participant's ESOP Account shall, at
any time, desire to sell some or all of such shares to a third party, the
Participant or Beneficiary shall, prior to such sale, give written notice of
such desire to the Company and the Advisory Committee, which notice shall set
forth the number of shares offered for sale, the proposed terms of the sale and
the names and addresses of both the Participant or Beneficiary and the third
party. Company Stock that was not acquired with the proceeds of an exempt loan
shall be subject to such rights of first refusal or other restrictions as may be
specified from time to time in the Company's Articles of Incorporation or
By-Laws, or in any applicable agreement. Company Stock that was acquired with
the proceeds of an exempt loan shall be subject to the right of first refusal
described herein. The right of first refusal provided by this Section shall not
be applicable to any transfer of Company Stock at a time when such securities
are listed on a National Securities Exchange registered under Section 6 of the
Securities Exchange Act of 1934, or quoted on a system sponsored by a national
securities association registered under Section 15A(b) of the Securities
Exchange Act of 1934.



                                       42
<PAGE>

         (b) TIME PERIODS. Both the Advisory Committee, acting on behalf of the
Plan, and the Company shall each have a right of first refusal for a period of
fourteen (14) days from the date of such written notice to acquire the shares of
Company Stock subject to the sale. As between the Advisory Committee and the
Company, the Advisory Committee shall have priority to acquire the shares
pursuant to the right of first refusal.

         (c) PRICE AND TERMS. The selling price and other sale terms under the
right of first refusal shall be the same as offered by the Participant and
Beneficiary to the third party, unless the fair market value of the Company
Stock as of the immediately preceding Anniversary Date, as determined by the
independent appraiser retained pursuant to Section 401(a)(28) of the Code, is
higher, in which case such higher price shall be paid.

         (d) SALE TO THIRD PARTY. If the Advisory Committee and the Company do
not exercise their respective rights of first refusal within the fourteen (14)
day period provided above, the Participant or his Beneficiary shall have the
right, at any time following the expiration of such fourteen (14) day period, to
sell the Company Stock to the third party; provided, however, that (1) no sale
shall be made to the third party on terms more favorable to the third party than
the terms set forth in the written notice of sale delivered to the Advisory
Committee or the Company by the Participant or his Beneficiary, and (2) if the
sale is not made to the third party on the terms offered to the Employers and
the Advisory Committee, the Company Stock subject to such sale shall again be
subject to the right of first refusal set forth above.

         (e) TRANSFER OF SHARES. Following the Company's or Advisory Committee's
exercise of the right of first refusal, the sale shall take place at such place
agreed upon between the Advisory Committee or the Company and the Participant or
Beneficiary, no later than ten (10) days after the Employers or the Advisory
Committee shall have notified the Participant or Beneficiary of its exercise of
the right of first refusal. The Participant or Beneficiary shall deliver
certificates representing the Company Stock subject to such sale duly endorsed
in blank for transfer, or with stock powers attached duly executed in blank with
all required transfer tax stamps attached or provided for, and the Company or
the Advisory Committee shall deliver the purchase price, or an appropriate
portion thereof, to the Participant or Beneficiary.

         (f) OTHER RESTRICTIONS PROHIBITED. Except as provided in this Section
or in Section 9.1, or as otherwise required by applicable law, no Company Stock
acquired with the proceeds of an exempt loan may be subject to put, call or
option, or buy-sell or similar arrangement, while held by and when distributed
from this Plan, whether or not the Plan is then an "employee stock ownership
plan" as defined in Section 4975(e)(7) of the Code.

9.3  VOTING RIGHTS.

         (a) GENERAL RULE. Unless passed through to the Participants, the
Trustee, in its discretion, shall vote all proxies relating to the exercise of
voting, tender or similar rights that are incidental to the ownership of any
asset which is held in any Fund, other than the Company Stock allocated to the
Participant's Accounts.

         (b) VOTING OF COMPANY STOCK. Except as otherwise provided herein, and
unless such responsibilities or duties are properly delegated to a named
fiduciary or investment



                                       43
<PAGE>

manager other than the Trustee, the Trustee shall vote all voting Company Stock
held as assets of the Company Common Stock Fund in its discretion.

         (c) VOTING PASS THROUGH. Notwithstanding anything to the contrary in
paragraph (b) above, and subject to the limitations contained in paragraph (g)
herein, a Participant (or the Beneficiary if the Participant has died) shall
direct the Trustee, or an agent designated by the Trustee for that purpose, with
respect to the voting of shares of the Company Stock allocated to the
Participant's Accounts to the extent that, and with respect to matters for
which, Participants are granted pass through voting rights as provided in
paragraphs (d) or (e), whichever is applicable. The Trustee shall retain
responsibility for voting in its discretion, shares of Company Stock which are
subject to the pass through voting rights provided herein to the extent that
Participants fail to give directions with respect to such allocated shares.
Notwithstanding the foregoing, nothing in this Section shall prohibit delegation
of the Trustee's voting responsibilities or duties to another named fiduciary or
investment manager to the extent permitted by, and in accordance with, the Act.
To the extent permitted by law, the Trustee shall not be liable for following
the proper directions of Participants, an investment manager, or another named
fiduciary in accordance with the rules herein.

         (d) NO REGISTRATION-TYPE CLASS OF SECURITIES. If the Company does not
have a "registration-type class of securities," the voting pass through rights
provided in paragraph (c) above shall apply to all voting Company Stock
allocated to Participant Accounts with respect to all matters involving approval
or disapproval of any corporate merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, sale of substantially all the assets
of a trade or business, or any similar transaction (as defined in the applicable
regulations under Section 409(e)(3) of the Code).

         (e) REGISTRATION-TYPE CLASS OF SECURITIES. If the Company has a
"registration-type class of securities", the voting pass through rights provided
in paragraph (c) above shall apply to all voting Company Stock allocated to
Participant Accounts with respect to all matters submitted to shareholders for
their vote.

         (f) PROXY MATERIALS; VOTING DIRECTION. Prior to the holding of any
annual or special meeting of the shareholders of the Employers at which such
matters are to be voted upon, the Trustee, or an agent designated by the Trustee
for that purpose, shall verify that the Company or its agent has sent to each
Participant (or Beneficiary if the Participant has died) entitled to pass
through voting rights as described herein, a proxy statement and/or other
neutral information which the Trustee deems appropriate in order to provide
Participants necessary and accurate information regarding the voting decisions
being passed through, together with a form to be returned to the Trustee or its
designated agent instructing the Trustee to vote the shares of Company Stock
allocated to the Participant's Accounts in accordance with the Participant's
wishes. Alternatively, or if the Company fails to provide such information, the
Trustee shall send or cause to be sent such information to Participants who are
entitled to direct the voting of Company Stock hereunder. Each Participant shall
have the right to direct the Trustee how to vote the number of votes
attributable to the full and fractional shares of Company Stock that are subject
to pass through voting herein by completing the voting direction form and
returning it to the Trustee or its designated agent. If the Trustee, or its
designated agent, does not receive instructions from a Participant at least two
(2) days prior to such meeting, the Trustee shall vote



                                       44
<PAGE>

all of the Company Stock attributable to the Accounts of such a Participant, in
its discretion, or subject to the directions of the independent fiduciary, if
one has been appointed. If the Trustee has designated an agent for purposes of
this Section, the Trustee may remove such agent and appoint a new agent, or
exercise its powers without the use of an agent, as it shall determine in its
sole discretion.

         (g) VOTING RIGHTS OVERRIDE. Notwithstanding anything in this Section to
the contrary, the Trustee shall disregard any Participant directions made under
authority of paragraph (d) or (e), and vote any Company Stock subject to such
directions in the Trustee's sole discretion, to the extent required by the Act
or the Code.

         (h) REGISTRATION-TYPE CLASS OF SECURITIES DEFINED. For purposes of this
Section, the phrase "registration-type class of securities" means:

                  (1) a class of securities required to be registered under
         section 12 of the Security Exchange Act of 1934, and

                  (2) a class of securities which would be required to be so
         registered except for the exemption from registration provided in
         subsection (g)(2)(H) of such section 12.

9.4  TENDER OR EXCHANGE OFFERS.

         (a) GENERAL. The provisions of this Section shall apply in the event
that any person, either alone or in conjunction with others, makes a tender or
exchange offer or any other offer to purchase one percent or more of the
outstanding shares of Company Stock (a "tender offer").

         (b) INSTRUCTIONS TO TRUSTEE. The Trustee may not take any action in
response to a tender offer except as otherwise provided in this Section. Each
Participant may direct the Trustee to sell, offer to sell, exchange or otherwise
dispose of the Company Stock allocated to his Accounts in accordance with the
terms of the tender offer and with this Section. The Participant direction shall
be communicated to the Trustee in accordance with uniform rules and procedures
promulgated by the Advisory Committee. Promptly after the commencement of a
tender offer (which shall be deemed to commence at 12:01 a.m. Arizona time on
the day the tender offer is first published or distributed to shareholders) the
Advisory Committee shall (1) determine the total number of shares of Company
Stock which each Participant is entitled to direct the Trustee to tender and (2)
in accordance with the uniform procedures promulgated by the Advisory Committee
inform the Trustee of the names of the Participants and the number of shares of
Company Stock (including fractional shares) each is entitled to direct the
Trustee to tender. Within one-hundred twenty (120) hours after the commencement
of a tender offer and in accordance with the procedures promulgated by the
Advisory Committee, the Company shall provide to the Trustee for distribution to
each Participant (1) the written tender offer information provided to
shareholders of MicroAge, (2) a statement of the number of full and fractional
shares of Company Stock which the Participant may direct the Trustee to tender
and (3) the means established and paid for by the Company by which a Participant
may instruct the Trustee to tender. Thereafter, during the pendency of the
tender offer, the Company shall promptly provide



                                       45
<PAGE>

the Trustee for distribution to each Participant with any additional written
tender offer information that is provided to shareholders of the Company; but
except for directions as to how to use the forms provided for giving
instructions, the Company, any Employer, the Trustee and the Advisory Committee
shall not provide to Participants any information or guidance not provided to
all shareholders. The Trustee shall tender or not tender (or withdraw from
tender) shares in accordance with such instructions. The Trustee shall determine
in its own discretion whether to tender shares for which timely instructions are
not received. In any event, it shall not tender any shares until a time not
sooner than three hours before the last time (the "Expiration Time") shares can
be tendered under the terms of the tender offer as announced prior to the time
of tender, except that in the case of an offer for less than all of the
Company's shares, if the proration period ends before the Expiration Time, the
Trustee will tender such shares not sooner than three hours before the end of
the proration period. If permitted to do so under the terms of the tender offer
and applicable law, the Trustee will withdraw from the tender offer any shares
tendered pursuant to the offer on behalf of a Participant if the Participant
shall have requested the withdrawal of such shares. A Participant shall not be
limited as to the number of instructions to tender or withdraw that he may give
to the Trustee. All shares that have been tendered pursuant to Participants'
instructions and have not been withdrawn prior to the expiration of the tender
offer will be withdrawn from the Company Common Stock Fund and will be sold by
the Trustee in accordance with the terms of the tender offer. Tender offer
instructions received from Participants shall be held in confidence by the
Trustee and shall not be divulged to the Company or an Affiliate or to any
officer or employee thereof, or to any other person other than such agents of
the Trustee as it may appoint to perform its duties under this Section.

         (c) DIVISION OF COMPANY COMMON STOCK FUND. Promptly after the
termination of the tender offer, the Fund shall be divided into two separate
accounts, to be called the Company Common Stock Fund(A) and the Company Common
Stock Fund(B). The Company Common Stock Fund(A) shall consist of Company Stock
and other assets standing to the credit of the accounts of those Participants
who did not direct the Trustee to tender shares. The Company Common Stock
Fund(B) shall consist of the assets standing to the credit of those Participants
who directed the Trustee to tender shares, including the proceeds from the sale
of such shares, the right to receive such proceeds, and the reinvestment of such
proceeds. As soon as administratively practical following the termination of the
tender offer, Participants with interests in the Company Common Stock Fund(B)
shall reinvest, under nondiscriminatory rules and procedures adopted by the
Advisory Committee from time to time, their entire interest in the Company
Common Stock Fund(B) in any one or more of the Funds.

9.5  SECURITIES REGISTRATION.

         In the event that, in the opinion of counsel for the Employers or the
Advisory Committee, any acquisition, sale or distribution of Company Stock shall
be made in circumstances requiring registration of the securities or
Participants' interests in the Trust Fund under the Securities Act of 1933 or
qualification of the securities under the "blue sky" laws of any state or
states, or requiring any other form of compliance with Federal or state
securities laws, then the Company may, in its sole discretion and at its own
expense, take or cause to be taken any and all such action as may be necessary
or appropriate to effect such registration, qualification or other form of
compliance, but shall not be required to take such action.



                                       46
<PAGE>

9.6  SECURITIES RESTRICTIONS.

         The Advisory Committee may, in its sole discretion and subject to
ARTICLE 9, condition delivery of Company Stock distributable pursuant to ARTICLE
11 upon delivery by the Participant to the Advisory Committee of a written
statement, in such form as the Advisory Committee may reasonably require,
containing all or any of the following:

         (a) A certification that he is acquiring the Company Stock for his own
account and not with a view to or for sale in connection with any distribution
of such shares;

         (b) An acknowledgment that the Company Stock is being acquired in a
transaction not involving any public offering and without being registered under
the Securities Act of 1933 and that the shares may not be sold except in a
transaction that complies with the requirements of the Securities Act of 1933
and the rules and regulations promulgated thereunder;

         (c) An acknowledgment that his right to transfer such Company Stock and
the right of any person to acquire such Company Stock may be restricted by the
provisions of this Plan, and that the certificates evidencing the Company Stock
may contain a legend setting forth or referring to the various restrictions to
which transfer of such Company Stock are or may be subject;

         (d) An acknowledgment that the Company Stock is being acquired in a
private transaction, that such shares have not been registered under the
Securities Act of 1933 and that the Employers, Trustee and Advisory Committee
have neither the obligation nor the intention to effect any such registration
and therefore such Company Stock must be held by the distributee indefinitely
and without any market therefor unless the shares are subsequently registered
under the Securities Act of 1933 or an exemption from the registration
provisions of such Act is available; and

         (e) An acknowledgment, if appropriate, that he has been advised that
Rule 144 under the Securities Act of 1933 (which Rule permits sales of
securities in limited amounts in accordance with the terms and conditions of
such Rule) or any successor thereto may not be applicable to resales of the
Company Stock, and that no assurance has been given him as to whether or when
there may be any registration statement under such Act covering the Company
Stock being distributed, or whether or when such Rule or any other exemption
from the requirements for registration under such Act might be applicable.

                                   ARTICLE 10
                                     VESTING

10.1 VESTING IN THE ELECTIVE DEFERRAL ACCOUNT, ESOP ACCOUNT, SPECIAL PURPOSE
     CONTRIBUTION ACCOUNT, ROLLOVER CONTRIBUTION ACCOUNT AND QUALIFIED
     NONELECTIVE CONTRIBUTION ACCOUNT.

         Each Participant shall at all times be fully vested in all amounts
credited to or allocable to his Elective Deferral Account, Special Purpose
Contribution Account and Rollover Contribution Account and his rights and
interest therein shall not be forfeitable for any reason. As of the Effective
Date, each current or former Participant who has not received a full
distribution of his



                                       47
<PAGE>

ESOP Account also shall be fully vested in all amounts credited to or allocable
to his ESOP Account.

10.2 FULL VESTING IN THE MATCHING CONTRIBUTION ACCOUNT.

         Each Participant shall be fully vested in his Matching Contribution
Account on and after the first to occur of the following events:

         (a) Attainment by the Participant of the age of sixty-five (65) years;

         (b) The date of his separation from employment due to Disability, as
determined by the Advisory Committee;

         (c) The date of death of the Participant;

         (d) Termination of this Plan as provided in Section 14.4 of this Plan;

         (e) Complete discontinuance of contributions by the Employers as
provided in Section 14.4 of this Plan; or

         (f) The completion of five (5) Years of Service by the Participant.

10.3 DETERMINATION OF VESTED INTEREST IN THE MATCHING CONTRIBUTION ACCOUNT IN
     THE EVENT OF TERMINATION OF EMPLOYMENT.

         (a) VESTING SCHEDULE. The Participant's vested interest in his Matching
Contribution Account shall be determined as of the day of his termination of
employment in accordance with the following schedule:

                  Years of                                Vested
                  SERVICE                                 PERCENTAGE OF ACCOUNT

         Less than one                                  0%
         One but less than two                         20%
         Two but less than three                       40%
         Three but less than four                      60%
         Four but less than five              80%
         Five or more                                 100%

         (b) TIME OF DETERMINATION. A Participant's vested percentage shall be
determined as of his termination of employment. The value of the Participant's
vested interest in his Matching Contribution Account shall be determined as of
the earlier of (1) the Valuation Date immediately preceding the first
distribution to the Participant from such Account following


                                       48
<PAGE>

his termination of employment or (2) the Valuation Date coinciding with or next
following the date on which the Participant incurs his fifth (5th) consecutive
one-year Break in Service. If a Participant has no vested interest in his
Matching Contribution Account, the Participant shall be deemed to have received
a distribution of his zero (0) Account balance as of the date of his termination
of employment. Any amounts credited to the Participant's Accounts in which the
Participant is not fully vested shall be forfeited as of the later of such
Valuation Date or the date on which the Participant's employment terminated. The
amount forfeited shall then be available for allocation to the Accounts of the
remaining Participants as of the year-end Valuation Date coinciding with or next
following the date of the forfeiture, to the extent such forfeiture is not used
to restore forfeitures previously charged to a reemployed former Participant
pursuant to Section 10.4.

10.4 RESTORATION OF FORFEITURES.

         (a) ELIGIBILITY. Subject to the provisions of this Section, any
forfeitures charged to the Matching Contribution Account or ESOP Account of a
former Participant will be restored if the former Participant returns to
employment with an Employer or any Affiliate prior to incurring five (5)
consecutive Breaks in Service. Prior forfeitures will be restored only if the
former Participant repays in a timely manner as provided below the full amount,
unadjusted for any subsequent gains or losses, previously distributed to him,
which amount may include cash in lieu of Company Stock. If a former Participant
who was deemed to have received a distribution pursuant to Section 10.3(b)
resumes employment with an Employer or an Affiliate prior to incurring five (5)
consecutive one year Breaks in Service, any forfeitures charged to the former
Participant's Account upon his prior termination of employment shall be restored
to such Account immediately.

         (b) RETURN OF DISTRIBUTIONS. A former Participant may repay the full
amount previously distributed to him prior to the earlier of (1) the fifth (5th)
anniversary of the former Participant's reemployment by an Employer or (2) the
last day of the Plan Year in which the former Participant incurs his fifth (5th)
consecutive Break in Service. The amount of any distribution repaid by the
former Participant shall be allocated between his Accounts in proportion to the
amount distributed from each Account. Any forfeitures restored by the
appropriate Employer pursuant to this Section will be allocated to the Account
or Accounts to which the forfeiture was charged. A Participant may not, and need
not, repay amounts attributable to his Elective Deferrals. The Participant must
repay the amount distributed from his other Accounts in order to qualify for the
restoration of any prior forfeitures. A Participant may not repay a prior
distribution pursuant to this paragraph if the Participant had a fully vested
interest in all of his Accounts when the prior distribution was made.

         (c) RESTORATION CONTRIBUTIONS. Any forfeitures available for allocation
as of the last day of the Plan Year in which an individual does everything
necessary in order to have a prior forfeiture restored will be applied first to
restore the prior forfeiture. If the available forfeitures are not sufficient to
restore the prior forfeiture, the appropriate Employer will make a special
contribution equal to the balance of the amount forfeited. Such contributions or
forfeitures will be allocated to the account from which the distribution was
made.


                                       49
<PAGE>

10.5 AMENDMENTS TO VESTING SCHEDULE.

         No amendments to the vesting provisions set forth in Sections 10.2 and
10.3 shall deprive an Employee who is a Participant on the later of (1) the date
the amendment is adopted, or (2) the date the amendment is effective, of any
non-forfeitable benefit to which he is entitled under the Plan, determined as of
such date without regard to such amendment. If the vesting provisions designated
in Section 10.2 and 10.3 are amended, each Participant whose benefits would be
determined under such provision and who is credited with three (3) or more Years
of Service shall have the right to elect, during the period computed pursuant to
this Section, to have his non-forfeitable benefit determined without regard to
such amendment; provided, however, that no election shall be provided to any
Participant whose non-forfeitable percentage under the Plan, as amended, cannot
at any time be less than the percentage computed without regard to such
amendment. The election period shall commence on the latest of (1) the date the
amendment is adopted; (2) the effective date of the amendment; or (3) the
Participant's receipt of a copy of the amendment and end sixty (60) days
thereafter. The Advisory Committee, as soon as practicable, shall communicate
the change to the vesting schedule to each affected Participant, together with
an explanation of the effect of the amendment and the manner in which the
Participant may make an election to remain under the vesting schedule provided
under the Plan prior to the amendment and notice of time within which the
Participant must make the appropriate election. Such election, if exercised,
shall be irrevocable, and shall be available only to an Employee who is a
Participant when the election is made and who has completed at least three (3)
Years of Service when the election is made.

                                   ARTICLE 11
                            DISTRIBUTION OF BENEFITS

11.1 HARDSHIP WITHDRAWALS.

         (a) GENERAL. In the event of a "hardship" as determined pursuant to
Section 11.1(d), a Participant may withdraw up to one hundred percent (100%) of
his Elective Deferrals. Notwithstanding the preceding sentence, if a
Participant's December 31, 1988 Account balance attributable to Elective
Deferrals (the "frozen amount") suffers a loss subsequent to December 31, 1988
that brings the value of the Account below the frozen amount, then the Matching
Contributions and qualified nonelective contributions (if any) and earnings may
be withdrawn due to financial hardship to the extent necessary to reach the
frozen amount.

         (b) HARDSHIP WITHDRAWAL COMMITTEE. All requests for a hardship
withdrawal shall be made to the "Hardship Withdrawal Committee." The "Hardship
Withdrawal Committee" shall consist of the Company's Chief Financial Officer,
its principal Human Resources executive and a third member who shall be selected
by the previously named members.

         (c) PROCEDURES. Withdrawals pursuant to this Section 11.1 shall be made
in accordance with the rules and procedures promulgated by the Hardship
Withdrawal Committee.

         (d) HARDSHIP DEFINED. A withdrawal may be made pursuant to this Section
due to a "hardship" only if the Participant satisfies the Hardship Withdrawal
Committee that the Participant has an immediate and heavy financial need and
that the withdrawal is necessary in order to satisfy that need.



                                       50
<PAGE>

         (e) IMMEDIATE AND HEAVY FINANCIAL NEED. The Hardship Withdrawal
Committee shall determine whether the Participant has an immediate and heavy
financial need based on all of the relevant facts and circumstances. Generally,
for example, the need to pay funeral expenses of a spouse or lineal ascendant or
descendant of the Participant would constitute an "immediate and heavy financial
need", but the need for funds for a totally discretionary expenditure (such as
the purchase of a boat) would not. The following expenses or circumstances will
be deemed to give rise to an immediate and heavy financial need for purpose of
this Section regardless of whether the general standards set out above are
satisfied:

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

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

                  (3) Payment of tuition, room and board and related education
         expenses for the next twelve (12) months of post-secondary education
         for the Participant or the Participant's spouse, children or dependents
         (as defined in Section 152 of the Code); or

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

                  (5) Any other circumstance or expense designated by the
         Commissioner of Internal Revenue as a deemed immediate and heavy
         financial need in any published revenue ruling, notice or other
         document of general applicability.

         (f) NECESSITY. The withdrawal request will be considered to be
necessary to satisfy an immediate and heavy financial need of a Participant only
if the need may not be satisfied from other resources that are reasonably
available to the Participant, and the withdrawal does not exceed the amount
needed to satisfy the need. The Hardship Withdrawal Committee shall consider all
relevant facts and circumstances in determining whether a hardship withdrawal is
necessary in order to satisfy an immediate and heavy financial need. Generally,
a withdrawal shall be considered necessary if the Participant represents to the
Hardship Withdrawal Committee that the need cannot be relieved through
reimbursement or compensation by insurance or otherwise, by the reasonable
liquidation of the Participant's assets (to the extent that such liquidation
would not itself cause an immediate and heavy financial need), by cessation of
elective pre-tax contributions or after-tax contributions under this or any
other plan sponsored by the Employers, or by other distributions or nontaxable
loans under this or any other plan sponsored by the Employers. A distribution
will be deemed to be necessary to satisfy an immediate and heavy financial need
of a Participant if all of the following requirements are satisfied, regardless
of whether the general standards set forth above are met:



                                       51
<PAGE>

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

                  (2) The Participant has obtained all distributions, other than
         hardship withdrawals, and all nontaxable loans currently available
         under all plans maintained by the Employers;

                  (3) All plans sponsored by the Employers provide that the
         Participant's contributions (whether made on a pre-tax or after-tax
         basis) will be suspended for at least twelve (12) months after receipt
         of the distribution; and

                  (4) All plans sponsored by the Employers provide that the
         Participant may not make Elective Deferrals for the calendar year
         immediately following the calendar year in which the hardship
         distribution is made in excess of the applicable limit in effect for
         such year under Section 402(g) of the Code less the amount of the
         Participant's Elective Deferrals for the calendar year in which the
         hardship distribution is made.

         For purposes of subparagraphs (3) and (4), the phrase "all plans"
includes all qualified and nonqualified plans of deferred compensation
maintained by any Employer, including stock option, stock purchase or similar
plans or a cash or deferred arrangement that is part of a cafeteria plan within
the meaning of Section 125 of the Code.

         (g) PAYMENT. If the Hardship Withdrawal Committee determines that a
Participant's request for a hardship withdrawal meets the requirements set forth
in this Section, then the Hardship Withdrawal Committee shall direct the Trustee
to pay such amounts to the Participant. The Hardship Withdrawal Committee may
rely upon any representations made by the Participant concerning the
Participant's intended use of funds distributed to the Participant pursuant to
this Section and the urgency of any intended expenses or any other matters
relevant to the Hardship Withdrawal Advisory Committee's determinations of the
Participant's request.

         (h) LIMITATIONS ON WITHDRAWALS. The Hardship Withdrawal Committee may
direct that a Participant shall not be entitled to withdraw funds from his
Accounts which will reduce the Account balance below an amount equal to the
unpaid principal and interest on any loan granted to him in accordance with the
Plan as then in effect. All withdrawals under this Section shall be paid in
cash, or, with the consent of the Participants in the form of other property.
Not more than one (1) withdrawal pursuant to this Section shall be permitted in
any Plan Year without the consent of the Hardship Withdrawal Committee.

11.2 WITHDRAWALS AFTER ATTAINMENT OF AGE 59 1/2.

         Subject to the provisions of this ARTICLE 11, a Participant who has
attained the age of fifty-nine and one-half (59 1/2) may withdraw all or part of
the amount credited to his Accounts in accordance with uniform rules and
procedures promulgated by the Advisory Committee.



                                       52
<PAGE>

11.3 NORMAL AND LATE RETIREMENT.

         A Participant shall be entitled to full distribution of his Accounts,
as provided in Sections 11.7 and 11.8, upon actual retirement as of or after his
Normal Retirement Date. A Participant may remain in the employment of an
Employer after his Normal Retirement Date, if he desires, and shall retire at
such later time as he may desire, unless the Employers lawfully direct earlier
retirement.

11.4 DISABILITY RETIREMENT.

         A Participant whose active employment is discontinued due to Disability
shall be entitled to full distribution of his Accounts, as provided in Sections
11.7 and 11.8. Subject to the provisions of Section 11.7, the payments may
commence at any time on or after the date of his discontinuance of active
employment due to Disability.

11.5 DEATH.

         (a) BENEFIT. In the event that a Participant (which term for purposes
of this Section includes former Participants) shall die prior to his Benefit
Commencement Date, the Participant's surviving spouse (or his other designated
Beneficiary) shall be entitled to full distribution of the Participant's
Accounts at the time and in the manner provided in Sections 11.7 and 11.8.

         (b) DEATH AFTER COMMENCEMENT OF BENEFITS. In the event that a former
Participant shall die after his Benefit Commencement Date but prior to the
complete distribution of all amounts to which such Participant is entitled under
the provisions of this ARTICLE 11, the Participant's spouse or other designated
Beneficiary shall be entitled to receive any remaining amounts to which the
Participant would have been entitled had the Participant survived. The Advisory
Committee may require and rely upon such proofs of death and the right of any
spouse or Beneficiary to receive benefits pursuant to this Section as the
Advisory Committee may reasonably determine, and its determination of death and
the right of such spouse or Beneficiary to receive payment shall be binding and
conclusive upon all persons whomsoever.

11.6 OTHER SEPARATIONS FROM EMPLOYMENT.

         A Participant who separates from service with the Employers for any
reason other than retirement, death or Disability shall be entitled to
distribution of his vested interest in his Accounts at the time and in the
manner provided in Sections 11.7 and 11.8. For purposes of determining whether a
Participant has separated from service and thus is entitled to a distribution of
his Accounts, the principles established in the regulations, rulings or other
pronouncements of the Internal Revenue Service shall be followed by the Advisory
Committee.

11.7 TIME OF DISTRIBUTION OF BENEFITS.

         (a) GENERAL. Except as provided in Section 11.8(b) regarding
distributions from the ESOP Accounts, and Section 11.8(d) regarding
distributions of small amounts, payments shall be made at the times specified in
this Section.

         (b) RETIREMENT, DEATH AND DISABILITY. Payment to a Participant or his
Beneficiary who is entitled to benefits under Sections 11.3, 11.4 or 11.5 shall
be made not later than sixty (60) days following the close of the Plan Year
during which the Participant terminated from employment on account of his
retirement, death or Disability, unless the Participant elects otherwise.



                                       53
<PAGE>

         (c) TERMINATION. As a general rule, payment to a Participant shall
begin as soon as administratively feasible following the Participant's
separation from employment.

         (d) DEATH AFTER COMMENCEMENT OF PAYMENTS. In the event of the death of
a Participant after his Benefit Commencement Date but prior to the complete
distribution to such Participant of the benefits payable to him under the Plan,
any remaining benefits shall be distributed over a period that does not exceed
the period over which distribution was to be made prior to the date of death of
the Participant. Payments to the Beneficiaries entitled to payments pursuant to
Section 11.5 shall commence as soon as administratively feasible following the
death of the Participant.

         (e) DEATH PRIOR TO COMMENCEMENT OF BENEFITS. In the event of the death
of the Participant prior to his Benefit Commencement Date, payments to the
Participant's Beneficiary shall commence as soon as possible following the
Participant's death and must be paid in full by December 31 of the calendar year
which includes the fifth (5th) anniversary of the date of the Participant's
death.

         (f) SPECIAL RULES REGARDING DISTRIBUTION FROM ESOP ACCOUNTS.
Notwithstanding anything to the contrary in this Section, distribution to a
Participant of the Company Stock, if any, allocated to his ESOP Account shall
commence no later than one (1) year after the end of the Plan Year (1) in which
the Participant terminated employment on account of retirement on or after his
Normal Retirement Date, Disability or death, or (2) which is the fifth Plan Year
following the Plan Year in which the Participant separated from employment for
reasons other than retirement on or after his Normal Retirement Date, Disability
or death; provided that no distributions shall be required if the Participant
returns to employment with an Employer prior to the date on which distribution
would otherwise commence. Distribution of the Company Stock allocated to a
Participant's ESOP Account shall be made in the form of stock certificates and
shall be made over a period not longer than five (5) years unless the value of
the Company Stock allocated to the Participant's ESOP Account exceeds Five
Hundred Thousand Dollars ($500,000.00), in which case distribution shall be made
over a period not longer than five (5) years plus one (1) year for each
additional Ten Thousand Dollars ($10,000.00) or fraction thereof by which the
ESOP Account balance exceeds Five Hundred Thousand Dollars ($500,000.00).

         (g) CONSENT TO EARLY DISTRIBUTIONS. Except as otherwise provided in
Section 11.8(d) concerning the payment of small amounts, no benefit payments may
commence pursuant to the preceding provisions of this Section to a Participant
(as opposed to a surviving spouse or other Beneficiary) prior to the
Participant's Normal Retirement Date unless the Participant requests the earlier
commencement of payments. The Participant's request must be in accordance with
the rules and procedures promulgated by the Advisory Committee.



                                       54
<PAGE>

11.8     METHOD OF DISTRIBUTION.

         (a) STANDARD METHOD OF DISTRIBUTION. Except as otherwise provided in
this ARTICLE 11, distributions made from a Participant's Accounts will be paid
in a single lump sum cash payment. As provided in Section 11.7(f), the Company
Stock allocated to a Participant's ESOP Account will be distributed "in-kind".

         (b) ESOP ACCOUNTS. If Company Stock allocated to an ESOP Account
consists of stock acquired with the proceeds of an exempt loan and consists of
more than one (1) class, a distributee shall receive substantially the same
proportion of each class.

         (c) MINIMUM DISTRIBUTION AND INCIDENTAL BENEFIT REQUIREMENTS. The
distribution of a Participant's interest must commence not later than sixty (60)
days following the end of the Plan Year in which the latest of the following
occurs: (1) the Participant reaches his Normal Retirement Age; (2) the
Participant terminates his employment with the Employers; or (3) the tenth
(10th) anniversary of the year in which the Participant commenced participation
in the Plan (his "required beginning date".) Unless the Participant's entire
interest is distributed to him by the required beginning date, the distributions
must be made over a period certain not extending beyond the life expectancy of
the Participant, or over a period certain not extending beyond the joint life
and last survivor life expectancy of the Participant and the Participant's
designated Beneficiary. In addition, all benefit payment options shall be
structured so as to comply with the incidental benefit requirements of Section
401(a)(9)(G) of the Code and any regulations issued pursuant thereto, which
require, generally, that certain minimum amounts be distributed to a Participant
during each calendar year, commencing with the calendar year in which the
Participant's required beginning date falls, in order to assure that only
"incidental" benefits are provided to a Participant's Beneficiaries. All
distributions made pursuant to the Plan shall comply with any regulations issued
by the United States Treasury Department under Section 401(a)(9) of the Code,
including any regulations issued pursuant to Section 401(a)(9)(G), and such
regulations shall override and supersede any conflicting provisions of this
Section or any other Section of this Plan. The provision of this paragraph (c)
shall control over any conflicting provisions of this Plan. Any distributions
required by this paragraph to a Participant who has not yet terminated
employment shall be charged to the Account selected by the Participant;
provided, however, that said distributions shall not be charged to a
Participant's ESOP Account until all of the other Accounts maintained for the
Participant have been exhausted. If the only Account maintained for the
Participant is the ESOP Account, the Participant may elect to receive the entire
balance of said Account.

         (d) DISTRIBUTION OF SMALL AMOUNTS. Notwithstanding any provision of
this Plan to the contrary, the Advisory Committee, in its sole discretion, may
direct payment of benefits in a single lump sum if the total amount
distributable to the Participant from all of his Accounts at the time of any
distribution under this ARTICLE 11 does not exceed Five Thousand Dollars
($5,000.00) for Plan Years beginning on or after November 3, 1997. For purposes
of this rule, if the total amount distributable to the Participant from all his
Accounts at the time of any distribution exceeds Five Thousand Dollars
($5,000.00), then the amount in the Participant's Account at all times
thereafter will be deemed to exceed Five Thousand Dollars ($5,000.00). No
distribution may be made pursuant to the preceding sentence after the Benefit
Commencement Date unless the Participant consents in writing to the
distribution. All distributions pursuant to this paragraph must be made not
later than the close of the second Plan Year following the Plan Year in which
the Participant's employment is terminated.



                                       55
<PAGE>

         (e) AMOUNT OF DISTRIBUTION. For the purpose of determining the amount
to be distributed to Participants and Beneficiaries, the Participant's Accounts
shall be valued as of the Valuation Date selected by the Advisory Committee in
accordance with uniform rules and procedures regarding valuation of amounts to
be distributed from the Plan.

11.9 DESIGNATION OF BENEFICIARY.

         Each Participant shall have the right to designate, in accordance with
rules and procedures established by the Advisory Committee, a Beneficiary or
Beneficiaries to receive his benefits hereunder in the event of the
Participant's death. Each Participant may change his Beneficiary designation
from time to time in the manner described above. Upon receipt of such
designation by the Advisory Committee, such designation or change of designation
shall become effective as of the date of the notice, whether or not the
Participant is living at the time the notice is received. There shall be no
liability on the part of the Employers, the Advisory Committee or the Trustee
with respect to any payment authorized by the Advisory Committee in accordance
with the most recent valid Beneficiary designation of the Participant in its
possession before receipt of a more recent and valid Beneficiary designation. If
no designated Beneficiary is living when benefits become payable, or if there is
no designated Beneficiary, the Beneficiary shall be the Participant's spouse; or
if no spouse is then living, such Participant's issue, including any legally
adopted child or children, in equal shares by right of representation; or if no
such designated Beneficiary and no such spouse or issue, including any legally
adopted child or children, is living upon the death of a Participant, or if all
such persons die prior to the full distribution of such Participant's benefits,
then the Beneficiary shall be the estate of the Participant.

11.10 PAYMENTS TO DISABLED.

         If any person to whom a payment is due under this Plan is unable to
care for his affairs because of physical or mental disability, or is subject to
a legal disability, the Advisory Committee shall have the authority to cause the
payments becoming due to such person to be made to his duly-appointed legal
guardian or custodian, to his spouse or to any other person charged with the
legal obligation to support him, without any responsibility on the part of the
Advisory Committee or the Trustee to see to the application of such payments.
Payments made pursuant to such power shall operate as a complete discharge of
the Advisory Committee, the Trustee and the Trust Fund. The decision of the
Advisory Committee in each case shall be final and binding upon all persons
whomsoever.

11.11 UNCLAIMED AMOUNTS; NOTICE.

         Neither the Employers nor the Advisory Committee nor the Trustee shall
be obliged to search for or ascertain the whereabouts of any Participant or
Beneficiary. It shall be the responsibility of each Participant to advise the
Advisory Committee of the current mailing address of such Participant and his
Beneficiary, and any notice or payment addressed to such last known address of
record shall be deemed to have been received by the Participant. Should the
Advisory Committee not be able locate a Participant who is entitled to be paid a
benefit under the Plan after making reasonable efforts to contact said
Participant, and a period of five (5) years has elapsed from the Participant's
termination of employment, a forfeiture of the Participant's



                                       56
<PAGE>

vested benefit shall occur and be redistributed in accordance with Sections 6.2.
Notwithstanding said forfeiture, in the event the Participant should thereafter
make a claim for his benefits, as determined prior to the date of forfeiture,
the Advisory Committee shall restore his Account balance unadjusted for any
gains or losses. Such amounts shall be restored in a manner consistent with the
restoration of forfeitures as set forth in Section 10.4. Should there be
insufficient forfeitures when restoration is due, the Employers shall be
obligated to restore said Account by means of a special contribution to the
Plan.

11.12 WITHHOLDING.

         Payment of benefits under this Plan shall be subject to applicable law
governing the withholding of taxes from benefit payments, and the Employers, the
Trustee and the Advisory Committee shall be authorized to withhold taxes from
the payment of any benefits hereunder, in accordance with applicable law.

11.13 UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.

         In the event that, through misstatement or computation error, benefits
are underpaid or overpaid, there shall be no liability for any more than the
correct benefit sums under the Plan. Overpayments may be deducted from future
payments under the Plan, and underpayments may be added to future payments under
the Plan. In lieu of receiving reduced benefits under the Plan, a Participant or
Beneficiary may elect to make a lump sum repayment of any overpayment.

11.14 ELIGIBLE ROLLOVER DISTRIBUTIONS.

         (a) GENERAL. With respect to any "eligible rollover distribution", a
"distributee" may elect to have such distribution paid directly to an "eligible
retirement plan" and may specify the eligible retirement plan to which such
distribution is to be paid (in such form and at such time as determined by the
Advisory Committee). If such election is made, the eligible rollover
distribution shall be made in the form of a direct trustee-to-trustee transfer
to the eligible retirement plan so specified. Any distribution not qualifying as
an eligible rollover distribution under Section 11.14(b) may not be rolled over
in the manner specified in this Section.

         (b)      DEFINITIONS.

                  (1) The term "eligible rollover distribution" shall mean a
         distribution that would be includable in the distributee's gross income
         if not transferred pursuant to this Section (as determined without
         regard to Code Sections 402(c) and 403(a)(4)) and that is a
         distribution of all or any portion of the balance to the credit of the
         distributee in the Plan except that such term shall not include:

                           (A) any distribution which is one of a series of
                  substantially equal periodic payments made (not less
                  frequently than annually);

                           (i) for the life (or life expectancy) of the
                  distributee or the joint lives (or life expectancies) of the
                  distributee and the distributee's Beneficiary; or

                                       57
<PAGE>

                           (ii) for a specified period of ten (10) years or
                  more; and

                  (B) any distribution to the extent such distribution is
         required under Code Section 401(a)(9).

                  (2)      The term "eligible retirement plan" shall mean:

                  (A) an individual retirement account described in Code Section
         408(a);

                  (B) an individual retirement annuity described in Code Section
         408(b) (other than an endowment contract);

                  (C) an employee's trust described in Code Section 401(a) which
         is exempt from tax under Code Section 501(a) provided that such
         employee's trust is a defined contribution plan, the terms of which
         permit the acceptance of rollover distributions; or

                  (D) an annuity plan described in Code Section 403(b).

                  Notwithstanding the above, if the distributee is a surviving
         spouse, an eligible retirement plan shall include only an individual
         retirement account or an individual retirement annuity.

                  (3) The term "distributee" shall include an Employee and a
         former Employee. In addition, the Employee's or former Employee's
         surviving spouse and the Employee's or former Employee's spouse or
         former spouse who is the alternate payee under a Qualified Domestic
         Relations Order are distributees with regard to the interest of a
         spouse or former spouse.

                                   ARTICLE 12
                               PLAN ADMINISTRATION

12.1 THE PLAN ADMINISTRATOR.

         The Company shall be the plan administrator of this Plan, but it has
delegated its duties to the Advisory Committee appointed in accordance with
Section 12.3.

12.2 ALLOCATION OF FIDUCIARY RESPONSIBILITY.

         The Advisory Committee is the named fiduciary with respect to the
administration of the Plan. It shall not be responsible for any fiduciary
functions or other duties assigned to the Trustee pursuant to this Plan or the
Trust Agreement. All actions to be taken by the Advisory Committee or the
Trustee shall be taken in the exercise of their discretion and shall be binding
and conclusive on all persons.



                                       58
<PAGE>

12.3 THE ADVISORY COMMITTEE.

         (a) GENERAL. The Company has appointed an Advisory Committee to
administer the Plan. The Advisory Committee shall consist of at least two (2)
members, and they shall hold office during the pleasure of the Company. The
Advisory Committee members shall serve without compensation but shall be
reimbursed for all expenses by the Company. The Advisory Committee shall conduct
itself in accordance with the provisions of this Section 12.3. The members of
the Advisory Committee may resign with thirty (30) days notice in writing to the
Company and may be removed immediately at any time by written notice from the
Company.

         (b) CHAIRMAN AND SECRETARY. The Advisory Committee shall elect a
chairman from among its members and shall select a secretary who is not required
to be a member of the Advisory Committee and who may be authorized to execute
any document or documents on behalf of the Advisory Committee. The secretary of
the Advisory Committee or his designee shall record all acts and determinations
of the Advisory Committee and shall preserve and retain custody of all such
records, together with such other documents as may be necessary for the
administration of this Plan or as may be required by law.

         (c) APPOINTMENT OF AGENTS. The Advisory Committee may appoint such
other agents, who need not be members of the Advisory Committee, as it may deem
necessary for the effective performance of its duties, whether ministerial or
discretionary, as the Advisory Committee may deem expedient or appropriate. The
compensation of any agents who are not Employees of the Employers shall be fixed
by the Advisory Committee within any limitations set by the Company.

         (d) DELEGATION OF AUTHORITY. The Advisory Committee may delegate to any
one or more of its members the authority to act on behalf of the Advisory
Committee between its scheduled meetings. The Advisory Committee also may, in
its discretion, delegate any of its ministerial (as opposed to discretionary)
duties to the Benefits Department of the Company.

         (e) MAJORITY VOTE AND EXECUTION OF INSTRUMENTS. In all matters,
questions and decisions, the action of the Advisory Committee shall be
determined by a majority vote of its members. They may meet informally or take
any ordinary action without the necessity of meeting as a group. All instruments
executed by the Advisory Committee shall be executed by a majority of its
members or by any member of the Advisory Committee designated to act on its
behalf.

         (f) ALLOCATION OF RESPONSIBILITIES AMONG MEMBERS. The Advisory
Committee may allocate responsibilities among its members or designate other
persons to act on its behalf. Any allocation or designation, however, must be
set forth in writing and must be retained in the permanent records of the
Advisory Committee.

         (g) CONFLICT OF INTEREST. No member of the Advisory Committee who is a
Participant shall take any part in any action in connection with his
participation as an individual. Such action shall be voted or decided by the
remaining members of the Advisory Committee.

         (h) OTHER FIDUCIARY CAPACITIES. The members of the Advisory Committee
may also serve in any other fiduciary capacity, and, specifically, all or some
members of



                                       59
<PAGE>

the Advisory Committee may serve as Trustee. Notwithstanding any other provision
of this Plan, if and so long as any two (2) members of the Advisory Committee
also serve as Trustee, any provision of this Plan or the Trust Agreement which
requires a direction, certification, notification, or other communication from
the Advisory Committee to the Trustee shall be inapplicable. If and so long as
any two (2) members of the Advisory Committee also serve as Trustee, any action
taken by either the Advisory Committee or the Trustee shall be deemed to be
taken by the appropriate party.

12.4 POWERS OF THE ADVISORY COMMITTEE.

         (a) GENERAL POWERS. The Advisory Committee shall have the power and
discretion to perform the administrative duties described in this Plan or
required for proper administration of the Plan and shall have all powers
necessary to enable it to properly carry out such duties. Without limiting the
generality of the foregoing, the Advisory Committee shall have the power and
discretion to construe and interpret this Plan, to hear and resolve claims
relating to this Plan, and to decide all questions and disputes arising under
this Plan. The Advisory Committee shall determine, in its discretion, the
eligibility of employees to participate in the Plan, the service credited to the
Employees, the status and rights of a Participant, and the identity of the
Beneficiary or Beneficiaries entitled to receive any benefits payable hereunder
on account of the death of a Participant.

         (b) BENEFIT PAYMENTS. Except as is otherwise provided hereunder, the
Advisory Committee shall determine the manner and time of payment of benefits
under this Plan. All benefit disbursements by the Trustee shall be made upon the
instructions of the Advisory Committee.

         (c) DECISIONS FINAL. The decision of the Advisory Committee upon all
matters within the scope of its authority shall be binding and conclusive upon
all persons.

         (d) REPORTING AND DISCLOSURE. The Advisory Committee shall file all
reports and forms lawfully required to be filed by the Advisory Committee with
any governmental agency or department, federal or state, and shall distribute
any forms, reports, statements or plan descriptions lawfully required to be
distributed to Participants and others by any governmental agency or department,
federal or state.

         (e) INVESTMENT. The Advisory Committee shall keep itself advised with
respect to the investment of the Trust Fund and shall periodically report to the
Company regarding the investments of the Trust Fund. The Advisory Committee
shall have power to direct specific investments of the Trust Fund only where
such power is expressly conferred by this Plan and only to the extent described
in this Plan.

12.5 CLAIMS.

         (a) FILING OF CLAIM. A Participant or Beneficiary entitled to benefits
need not file a written claim to receive benefits. If an Employee, Participant,
Beneficiary or any other person is dissatisfied with the determination of his
benefits, eligibility, participation or any other right or interest under this
Plan, such person may file a written statement setting forth the basis of the
claim with the Advisory Committee in a manner prescribed by the Advisory
Committee. In



                                       60
<PAGE>

connection with the determination of a claim, or in connection with review of
a denied claim, the claimant may examine this Plan and any other pertinent
documents generally available to Participants relating to the claim and may
submit comments in writing.

         (b) NOTICE OF DECISION. A written notice of the disposition of any such
claim shall be furnished to the claimant within sixty (60) days after the claim
is filed with the Advisory Committee, provided that the Advisory Committee may
have an additional period to decide the claim if it advises the claimant in
writing of the need for an extension and the date on which it expects to decide
the claim. The notice of disposition of a claim shall refer, if appropriate, to
pertinent provisions of this Plan, shall set forth in writing the reasons for
denial of the claim if the claim is denied (including references to any
pertinent provisions of this Plan), and where appropriate shall explain how the
claimant can perfect the claim.

         (c) REVIEW. If the claim is denied, in whole or in part, the claimant
shall also be notified in writing that a review procedure is available.
Thereafter, within ninety (90) days after receiving the written notice of the
Advisory Committee's disposition of the claim, the claimant may request in
writing, and shall be entitled to, a review meeting with the Advisory Committee
to present reasons why the claim should be allowed. The claimant shall be
entitled to be represented by counsel at the review meeting. The claimant also
may submit a written statement of his claim and the reasons for granting the
claim. Such statement may be submitted in addition to, or in lieu of, the review
meeting with the Advisory Committee. The Advisory Committee shall have the right
to request of and receive from a claimant such additional information, documents
or other evidence as the Advisory Committee may reasonably require. If the
claimant does not request a review meeting within ninety (90) days after
receiving written notice of the Company's disposition of the claim, the claimant
shall be deemed to have accepted the Advisory Committee's written disposition,
unless the claimant shall have been physically or mentally incapacitated so as
to be unable to request review within the ninety (90) day period.

         (d) DECISION FOLLOWING REVIEW. A decision on review shall be rendered
in writing by the Advisory Committee ordinarily not later than sixty (60) days
after review, and a written copy of such decision shall be delivered to the
claimant. If special circumstances require an extension of the ordinary period,
the Company shall so notify the claimant. In any event, if a claim is not
determined within one hundred twenty (120) days after submission for review, it
shall be deemed to be denied.

         (e) DECISIONS FINAL; PROCEDURES MANDATORY. To the extent permitted by
law, a decision on review by the Advisory Committee shall be binding and
conclusive on all persons whomsoever. To the extent permitted by law, completion
of the claims procedures described in this Section shall be a mandatory
precondition that must be complied with prior to commencement of a legal or
equitable action in connection with the Plan by a person claiming rights under
the Plan or by another person claiming rights through such person. The Advisory
Committee may, in its sole discretion, waive these procedures as a mandatory
precondition to such action.



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<PAGE>

                                   ARTICLE 13
                SCOPE OF RESPONSIBILITY; DISCRETIONARY AUTHORITY

13.1 SCOPE OF RESPONSIBILITY.

         (a) GENERAL. The Employers, the Advisory Committee, the investment
manager (if any) and the Trustee shall perform the duties respectively assigned
to them under this Plan and the Trust Agreement and shall not be responsible for
performing duties assigned to others under the terms and provisions of this Plan
or the Trust Agreement. No inference of approval or disapproval is to be made
from the inaction of any party described above or the employee or agent of any
of them with regard to the action of any other such party. Persons,
organizations or corporations acting in a position of any fiduciary
responsibility with respect to the Plan or the Trust Fund may serve in more than
one fiduciary capacity.

         (b) ADVISORS. The Employers, the Advisory Committee and the Trustee
shall have authority to employ advisors, legal counsel, accountants and
investment managers in connection with the administration of the Trust Fund, as
set forth in the Trust Agreement. To the extent permitted by applicable law, the
Employers, the Advisory Committee and the Trustee shall not be liable for
complying with the directions of any advisors, legal counsel, accountants or
investment managers appointed pursuant to this Plan or the Trust Agreement.

         (c) INDEMNIFICATION. To the extent permitted by law, the Employers
shall and do hereby jointly and severally indemnify and agree to hold harmless
the Advisory Committee, its employees, officers and directors who serve in
fiduciary capacities with respect to the Plan and the Trust Agreement from all
loss, damage, or liability, joint or several, including payment of expenses in
connection with defense against any such claim, for their acts, omissions and
conduct, and for the acts, omissions and conduct of their duly appointed agents,
which acts, omissions, or conduct constitute or are alleged to constitute a
breach of such individual's fiduciary or other responsibilities under the Act or
any other law, except for those acts, omissions, or conduct resulting from his
own willful misconduct, willful failure to act, or gross negligence; provided,
however, that if any party would otherwise be entitled to indemnification
hereunder in respect of any liability and such party shall be insured against
loss as a result of such liability by any insurance contract or contracts, such
party shall be entitled to indemnification hereunder only to the extent by which
the amount of such liability shall exceed the amount thereof payable under such
insurance contract or contracts.

         (d) INSURANCE. The Company may obtain insurance covering itself and
others for breaches of fiduciary obligations under this Plan or the Trust
Agreement to the extent permitted by law, and nothing in the Plan or the Trust
Agreement shall restrict the right of any person to obtain such insurance for
himself in connection with the performance of his duties under this Plan or the
Trust Agreement. The Trustee, the Advisory Committee and the Employers do not in
any way guarantee the Trust Fund from loss or depreciation. The Employers do not
guarantee the payment of any money which may be or become due to any person from
the Trust Fund, and the liability of the Employers and the Trustee to make any
payment hereunder at any and all times will be limited to the then available
assets of the Trust Fund.



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<PAGE>

13.2 BONDING.

         The Company shall procure bonds for every "bondable fiduciary" in an
amount not less than ten percent (10%) of the amount of funds handled and in no
event less than One Thousand Dollars ($1,000.00), except the Company shall not
be required to procure such bonds if the person is exempted from the bonding
requirement by law or regulation or if the Secretary of Labor exempts the Trust
from the bonding requirements. The bonds shall conform to the requirements of
the Act and regulations thereunder. For purposes of this Section, the term
"bondable fiduciary" shall mean any person who handles funds or other property
of the Trust Fund.

13.3 PROHIBITION AGAINST CERTAIN PERSONS HOLDING POSITIONS.

         No person who has been convicted of a felony shall be permitted to
serve as a fiduciary, officer, trustee, custodian, counsel, agent, or employee
of this Plan, or as a consultant to this Plan unless permitted under the Act and
regulations thereunder. The Advisory Committee shall ascertain to the extent
practical that no violation of this Section occurs. In any event, no person
knowingly shall permit any other person to serve in any capacity which would
violate this Section.

13.4 DISCRETIONARY AUTHORITY.

         The Company intends to retain for itself the maximum discretion
permitted by law and to confer the maximum discretionary authority permitted by
law upon the Advisory Committee, the Trustee and the Employers. All actions
taken by the Company, the Advisory Committee, the Trustee and the Employers
shall be taken in their sole and absolute discretion and all decisions shall be
binding and conclusive on all persons whomsoever.

                                   ARTICLE 14
                        AMENDMENT, MERGER AND TERMINATION

14.1 AMENDMENT.

         The Company shall have the right at any time, by an instrument in
writing duly executed, acknowledged and delivered to the Trustee, to modify,
alter or amend this Plan, in whole or in part, prospectively or retroactively;
provided, however, that the duties and liabilities of the Advisory Committee and
the Trustee hereunder shall not be substantially increased without their written
consent; and provided further that the amendment shall not reduce any
Participant's interest in the Plan, calculated as of the date on which the
amendment is adopted. If the Plan is amended by the Company after it is adopted
by an Affiliate, unless otherwise expressly provided, it shall be treated as so
amended by such Affiliate without the necessity of any action on the part of the
Affiliate.

14.2 PLAN MERGER OR CONSOLIDATION.

         (a) GENERAL. Subject to the restrictions noted in this Section, the
Company reserves the right to merge or consolidate this Plan with any other plan
or to direct the Trustee to transfer the assets held in the Trust Fund and/or
the liabilities of this Plan to any other plan or to accept a transfer of assets
and liabilities from any other plan. In the event of the merger or consolidation
of this Plan and the Trust Fund with any other plan, or a transfer of assets or



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<PAGE>

liabilities to or from the Trust Fund to or from any other such plan, then each
Participant shall be entitled to a benefit immediately after such merger,
consolidation or transfer (determined as if the plan was then terminated) that
is equal to or greater than the benefit he would have been entitled to receive
immediately before such merger, consolidation or transfer (if this Plan had then
terminated).

         (b) MERGER OF THE ADVANCED INFORMATION SERVICES, INC. 401(k) PROFIT
SHARING PLAN.

                  (1) GENERAL. Effective December 1, 1998 or any later date
         selected by the Advisory Committee (the "AIS Merger Effective Date"),
         the Advanced Information Services 401(k) Profit Sharing Plan (the "AIS
         Plan") is merged into this Plan. The accounts of each participant in
         the AIS Plan shall be transferred to this Plan and shall be converted
         to accounts in the Plan as follows:

                           (a) Amounts allocated to a Participant's "Deferral
                  Contributions Account" under the AIS Plan will be allocated to
                  the Participant's Elective Deferral Account under this Plan;

                           (b) Amounts allocated to a Participant's
                  "Discretionary Employer Contributions Account" under the AIS
                  Plan will be allocated to a separate AIS Matching Contribution
                  Account under this Plan.

                           (c) Amounts allocated to a Participant's "Rollover
                  Contributions Account" under the AIS Plan will be allocated to
                  the Participant's Rollover Contribution Account under this
                  Plan.

                  (2) ELIGIBILITY TO MAKE ELECTIVE DEFERRALS AND RECEIVE
         MATCHING CONTRIBUTIONS. Notwithstanding any provision of Section 3.1 to
         the contrary, each Employee who was a Participant in the AIS Plan
         immediately prior to AIS Merger Effective Date shall become eligible to
         make Elective Deferrals as of the February 1, 1999 Plan Entry Date,
         regardless of whether the Employee is twenty-one (21) years of age.
         Such Employee shall not be eligible to receive a Matching Contribution,
         however, until he has completed at least one (1) Year of Service.

                  (3) CREDITING OF SERVICE. Employees shall be given credit for
         all Years of Service performed for Advanced Information Services, Inc.
         ("AIS"), Transalaska Data Systems, N Corporation, Margre, Inc.,
         Integrated Solutions, Inc., WASH Data, Inc., or Cal Data, Inc. prior to
         the AIS Merger Effective Date as though during such periods they were
         Employees of an Employer. In no event will this provision have the
         effect of crediting an Employee for the same period of service credited
         under another provision of this Plan.

                  (4) DIRECTIONS TO TRUSTEE. The Advisory Committee is hereby
         authorized and directed to instruct the Trustee to take any and all
         action necessary to accept assets transferred from the AIS Plan.



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<PAGE>

                  (5) ACCEPTANCE OF LIABILITY. As of the AIS Merger Effective
         Date, this Plan assumes full responsibility and liability for the
         payment of all amounts previously due under the accounts referred to in
         Section 14.2(b)(1) above.

14.3 MERGER OR CONSOLIDATION OF COMPANY.

         The Plan shall not be automatically terminated by the Company's
acquisition by or merger into any other employer, or the sale by the Company of
substantially all of its assets but the Plan shall be continued after such
acquisition, merger or sale if the successor employer elects and agrees to
continue the Plan and to become a party to the Trust Agreement. All rights to
amend, modify, suspend, or terminate the Plan shall be transferred to the
successor employer, effective as of the date of the merger. If within ninety
(90) days from the effective date of such acquisition, merger or sale, the new
employer does not become a party to the Plan, the Plan shall automatically be
deemed terminated as of the date of such acquisition or merger.

14.4 TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.

         (a) COMPLETE TERMINATION OR DISCONTINUANCE. It is the expectation of
the Company that this Plan and the payment of contributions hereunder will be
continued indefinitely. However, continuance of the Plan is not assumed as a
contractual obligation of any Employer, and the right is reserved at any time to
terminate this Plan or to reduce, temporarily suspend or discontinue
contributions hereunder. In the event the Company decides that it is impossible
or inadvisable for the Company to make its contributions as herein provided, the
Company shall have the power to terminate this Plan or its contributions by
appropriate resolution. A certified copy of such resolution or resolutions shall
be delivered to the Trustee. In such event or in the event the Company shall
discontinue contributions without the delivery to the Trustee of such a
resolution, then after the date specified in such resolution, or after the date
of such discontinuance of contributions, the balance credited to the Employer
Contribution Accounts of each Participant shall be fully vested and
nonforfeitable.

         (b) LIQUIDATION OF TRUST FUND. In the event of termination of the Plan
or discontinuance of contributions (and the Company does not establish or
maintain a successor defined contribution plan, in accordance with the
provisions set forth in Treasury Regulations Section 1.401(k)-1(d)(3)), the
Company shall either promptly direct the Trustee to liquidate and distribute all
assets remaining in the Trust Fund to Participants in accordance with Section
11.8 as though their employment with the Company had terminated or shall direct
the Trustee to continue the Plan, in which event benefits shall be distributed
at the times and in the manner specified in ARTICLE 11. Upon the liquidation of
all assets of the Trust Fund, the Company, after deducting all costs and
expenses of liquidation and distribution, shall make the allocations required
under Section 6.2 where applicable, with the same effect as though the date of
completion of liquidation were on a Valuation Date. No distributions shall be
made after termination of the Plan or discontinuance of Company Contributions
until a reasonable time after the Company has received from the United States
Treasury Department a determination under the provisions of the Code as to the
effect of such termination or discontinuance upon the qualification of the Plan.
In the event such determination is unfavorable, then prior to making any
distributions hereunder, the Trustee shall pay any Federal or state income taxes
due because



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<PAGE>

of the income of the Trust Fund and shall then distribute the balance in the
manner above provided. The Company may, by written notice delivered to the
Trustee, waive the Company's right hereunder to apply for such determination,
and if no application for determination shall have been made within sixty (60)
days after the date specified in the terminating resolution or after the date of
discontinuance of contributions, the Company shall be deemed to have waived such
right.

         (c) PARTIAL TERMINATION. If the Plan is terminated or contributions are
discontinued with respect to a group or class of Participants, then after the
date of partial termination or partial discontinuance of contributions, the
balances credited to the Employer Contribution Accounts of all Participants
affected by such partial termination or partial discontinuance of contributions
shall become fully vested and nonforfeitable and the Accounts of such
Participants either shall be distributed or held pending the subsequent
termination of employment of such Participants, as provided in paragraph (b)
above.

14.5 DISSOLUTION OR LIQUIDATION OF COMPANY.

         In the event that the Company is adjudicated as a bankrupt, legally
dissolved or liquidated by any procedure other than a consolidation, merger,
division or sale, the Plan shall terminate as of the effective date of such
dissolution or merger. Written notice of such adjudication, dissolution or
liquidation shall be given promptly to the Trustee.

14.6 LIMITATION OF EMPLOYER LIABILITY.

         The adoption of this Plan is strictly a voluntary undertaking on the
part of any Employer and shall not be deemed to constitute a contract between
any Employer and any Employee or Participant or to be consideration for, an
inducement to, or a condition of the employment of any Employee. A Participant,
Employee, or Beneficiary shall not have any right to retirement or other
benefits except to the extent provided herein.

14.7 PARTICIPATION BY EMPLOYERS.

         Each Employer shall have the right at any time, by an instrument in
writing duly executed, acknowledged and delivered to the Company, to cease its
participation in this Plan; provided, however, that such cessation shall not
reduce any Participant's interest in the Plan, calculated as of the date on
which the Employer's participation in the Plan ceases.

                                   ARTICLE 15
                           INALIENABILITY OF BENEFITS

15.1 NO ASSIGNMENT PERMITTED.

         (a) GENERAL PROHIBITION. No Participant or Beneficiary, and no creditor
of a Participant or Beneficiary, shall have any right to assign, pledge,
hypothecate, anticipate or in any way create a lien upon the Trust Fund. All
payments to be made to Participants or their Beneficiaries shall be made only
upon their personal receipt or endorsement, except as provided in Section
11.8(d), and no interest in the Trust Fund shall be subject to assignment or
transfer or otherwise be alienable, either by voluntary or involuntary act or by
operation of law or equity, or



                                       66
<PAGE>

subject to attachment, execution, garnishment, sequestration, levy or other
seizure under any legal, equitable or other process, or be liable in any way for
the debts or defaults of Participants and Beneficiaries.

         (b) PERMITTED ARRANGEMENTS. This Section shall not preclude
arrangements for the withholding of taxes from benefit payments, arrangements
for the recovery of benefit overpayments, arrangements for the transfer of
benefit rights to another plan, or arrangements for direct deposit of benefit
payments to an account in a bank, savings and loan association or credit union
(provided that such arrangement is not part of an arrangement constituting an
assignment or alienation). A Participant may also grant the Trustee a security
interest in his Accounts as collateral for the repayment of a loan to the
Participant pursuant to and in accordance with Section 8.3. Additionally, this
Section shall not preclude: (1) arrangements for the distribution of the
benefits of a Participant or Beneficiary pursuant to the terms and provisions of
a Qualified Domestic Relations Order in accordance with the following provisions
of this ARTICLE 15; or effective on or after August 5, 1997 (2) the offsetting
of benefits of a Participant or Beneficiary as permitted by Section
401(a)(13)(C) of the Code.

15.2 QUALIFIED DOMESTIC RELATIONS ORDERS.

         (a) DEFINITIONS. A Qualified Domestic Relations Order is any judgment,
decree, or order (including an order approving a property settlement agreement)
which relates to the provision of child support, alimony, or marital property
rights to a spouse, child, or other dependent of a Participant and which is
entered or made pursuant to the domestic relations or community property laws of
any State and which creates or recognizes the right of an "alternate payee" to
receive all or a portion of the benefits payable with respect to a Participant
under this Plan or assigns to an "alternate payee" the right to receive all or a
portion of said benefits. For purposes of this ARTICLE 15, an "alternate payee"
is the spouse, former spouse, child or other dependent of a Participant who is
recognized by a Qualified Domestic Relations Order as having the right to
receive all or a portion of the benefits payable under the Plan with respect to
the Participant.

         (b) REQUIREMENTS. In accordance with Section 414(p) of the Code, a
judgment, decree or order (hereinafter collectively referred to as an "order")
shall not be treated as a Qualified Domestic Relations Order unless it satisfies
all of the following conditions:

                  (1) The order clearly specifies the name and last known
         mailing address (if any) of the Participant and the name and last known
         mailing address of each alternate payee covered by the order, the
         amount or percentage of the Participant's benefits to be paid to each
         alternate payee or the manner in which such amount or percentage is to
         be determined, and the number of payments or period to which such order
         applies.

                  (2) The order specifically indicates that it applies to this
         Plan.

                  (3) The order does not require this Plan to provide any type
         or form of benefit, or any option, not otherwise provided under the
         Plan, and it does not

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<PAGE>

         require the Plan to provide increased benefits (determined on the basis
         of actuarial value).

                  (4) The order does not require the payment of benefits to an
         alternate payee which are required to be paid to another alternate
         payee under another order previously determined to qualify as a
         Qualified Domestic Relations Order.

15.3 EARLY COMMENCEMENT OF PAYMENTS TO ALTERNATE PAYEES.

         (a) EARLY PAYMENTS. An order requiring payment to an alternate payee
before a Participant has separated from employment may qualify as a Qualified
Domestic Relations Order even if it requires payment prior to the Participant's
"earliest retirement age." For purposes of this Section, "earliest retirement
age" shall mean the earlier of (1) the date on which the Participant could elect
to receive retirement benefits pursuant to this Plan and (2) the later of (i)
the date on which the Participant attains age fifty (50) or (ii) the earliest
date on which the Participant could begin receiving benefits under the Plan if
the Participant separated from service. If the Order requires payments to
commence prior to a Participant's actual retirement, the amounts of the payments
must be determined as if the Participant had retired on the date on which such
payments are to begin under such order, but taking into account only the present
account balances at that time.

         (b) ALTERNATE PAYMENT FORMS. The order may call for the payment of
benefits to an alternate payee in any form in which benefits may be paid under
the Plan to the Participant, other than in the form of a joint and survivor
annuity with respect to the alternate payee and his or her subsequent spouse.

15.4 PROCESSING OF QUALIFIED DOMESTIC RELATIONS ORDERS.

         (a) NOTICE. The Advisory Committee shall promptly notify the
Participant and any alternate payee who may be entitled to benefits pursuant to
a previously received Qualified Domestic Relations Order of the receipt of any
order which could qualify as a Qualified Domestic Relations Order. At the same
time, the Advisory Committee shall advise the Participant and any alternate
payees (including the alternate payee designated in the order) of the provisions
of this Section relating to the determination of the qualified status of such
orders.

         (b) QUALIFIED NATURE OF ORDER. Within a reasonable period of time after
receipt of a copy of the order, the Advisory Committee shall determine whether
the order is a Qualified Domestic Relations Order and notify the Participant and
each alternate payee of its determination. The determination of the status of an
order as a Qualified Domestic Relations Order shall be made in accordance with
such uniform and nondiscriminatory rules and procedures as may be adopted by the
Advisory Committee from time to time. If benefits are presently being paid with
respect to a Participant named in an order which may qualify as a Qualified
Domestic Relations Order or if benefits become payable after receipt of the
order, the Advisory Committee shall notify the Trustee to segregate and hold the
amounts which would be payable to the alternate payee or payees designated in
the order if the order is ultimately determined to be a Qualified Domestic
Relations Order. If the Advisory Committee determines that the order is a
Qualified Domestic Relations Order within eighteen (18) months of receipt of



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<PAGE>

the order, the Advisory Committee shall instruct the Trustee to pay the
segregated amounts (plus any earnings thereon) to the alternate payee specified
in the Qualified Domestic Relations Order. If within the same eighteen (18)
month period the Advisory Committee determines that the order is not a Qualified
Domestic Relations Order or if the status of the order as a Qualified Domestic
Relations Order is not resolved, the Advisory Committee shall instruct the
Trustee to pay the segregated amounts (plus any earnings thereon) to the person
or persons who would have been entitled to such amounts if the order had not
been entered. If the Advisory Committee determines that an order is a Qualified
Domestic Relations Order after the close of the eighteen (18) month period
mentioned above, the determination shall be applied prospectively only. The
determination of the Advisory Committee as to the status of an order as a
Qualified Domestic Relations Order shall be binding and conclusive on all
interested parties, present and future, subject to the claims review provisions
of Section 12.5.

15.5 RESPONSIBILITY OF ALTERNATE PAYEES.

         Any person claiming to be an alternate payee under a Qualified Domestic
Relations Order shall be responsible for supplying the Advisory Committee with a
certified or otherwise authenticated copy of the order and any other information
or evidence that the Advisory Committee deems necessary in order to substantiate
the individual's claim or the status of the order as a Qualified Domestic
Relations Order.

15.6 TREATMENT OF OUTSTANDING PARTICIPANT LOANS.

         If a Participant has any outstanding loans at the time at which the
Advisory Committee must determine the alternate payee's interest in the amounts
credited to the Participant's Account under a Qualified Domestic Relations
Order, the Advisory Committee shall treat such loans in accordance with the
provisions of paragraphs (a) or (b) below, whichever is applicable, unless the
Qualified Domestic Relations Order specifically addresses how such loan or loans
are to be treated, and the provisions of the Qualified Domestic Relations Order
do not, in the Advisory Committee's sole discretion, compromise the Plan's
security interest for the loan.

         (a) OUTSTANDING LOAN ORIGINATED DURING MARRIAGE. If the Participant
under a Qualified Domestic Relations Order has an outstanding loan or loans
under ARTICLE 8 that originated during the Participant's marriage to the
alternate payee, the Advisory Committee shall, before dividing the Participant's
Account as provided in the Qualified Domestic Relations Order, subtract the
principal balance owing on the loan(s) from the Participant's Account balance.
The Participant, after such reduction, shall be solely responsible for the
repayment of the loan except that alternate payee's benefit shall continue to
serve as security for such loan to the extent the Advisory Committee deems
necessary or appropriate. Such loan shall be allocated to the Participant's
Account and treated as a separate investment of the Participant's Account. If
alternate payee's share of Plan benefits is reduced due to the Participant's
non-payment of said loan(s), Participant shall, on demand by alternate payee,
immediately reimburse alternate payee for the amount of the reduction. Nothing
in this Plan or a Qualified Domestic Relations Order shall be read to require
the Plan to make any distribution to an alternate payee if immediately following
said distribution the sum of Participant's share of Plan benefits and alternate
payee's share of Plan benefits is less than two (2) times the then outstanding
balance of said loan(s). The Advisory Committee may, however, make a partial


                                       69
<PAGE>

distribution of alternate payee's benefit to the extent the Plan's security
interest would not be impaired by such distribution.

         (b) OUTSTANDING LOAN ORIGINATED BEFORE OR AFTER MARRIAGE. If the
Participant under a Qualified Domestic Relations Order has an outstanding loan
or loans under ARTICLE 8 that originated at any time other than during
Participant's marriage to the alternate payee, the Advisory Committee shall not
subtract the principal balance owing on the loan from the Participant's Account
balance before dividing the Participant's Account as provided in the Qualified
Domestic Relations Order. The Participant, after such reduction, shall be solely
responsible for the repayment of the loan except that alternate payee's benefit
shall continue to serve as security for such loan(s) to the extent the Advisory
Committee deems necessary or appropriate. Such loan(s) shall be allocated to the
Participant's Account and treated as a separate investment of the Participant's
Account. If alternate payee's share of Plan benefits is reduced due to the
Participant's non-payment of said loan(s), Participant shall, on demand by
alternate payee, immediately reimburse alternate payee for the amount of the
reduction. Nothing in this Plan or a Qualified Domestic Relations Order shall be
read to require the Plan to make any distribution to an alternate payee if
immediately following said distribution the sum of Participant's share of Plan
benefits and alternate payee's share of Plan benefits is less than two (2) times
the then outstanding balance of said loan(s). The Advisory Committee may,
however, make a partial distribution of alternate payee's benefit to the extent
the Plan's security interest would not be impaired by such distribution.

                                   ARTICLE 16
                               GENERAL PROVISIONS

16.1 LIMITATION ON PARTICIPANTS' RIGHTS.

         Neither the adoption of the Plan by the Employers, the participation in
the Plan by any Employee, nor any action taken by the Employers, the Advisory
Committee, or the Trustee under the provisions of the Plan shall give any
Employee the right to be retained in an Employer's employ or any right or
interest in the Trust Fund other than as herein provided. The Employers reserve
the right to dismiss any Employee without any liability for any claim either
against the Trust Fund, except to the extent herein provided, or against the
Employers.

16.2 SOURCE OF PAYMENT.

         Benefits under the Plan shall be payable only out of the Trust Fund and
the Employers shall have no legal obligation, responsibility or liability to
make any direct payment of benefits under the Plan. Neither the Employers, the
Advisory Committee nor the Trustee guarantee the Trust Fund against any loss or
depreciation or guarantee the payment of any benefits hereunder. No persons
shall have any rights under the Plan with respect to the Trust Fund or against
the Trustee, the Advisory Committee or the Employers, except as specifically
provided for herein.

16.3 EXCLUSIVE BENEFIT.

         Except for balances in the Loan Suspense Account attributable to
Employer Contributions remaining at the termination of the Plan due to statutory
limits on contributions and benefits and as otherwise provided herein or in the
Trust Agreement, it shall be impossible



                                       70
<PAGE>

for any part of the Trust Fund to be used for or diverted to purposes other than
for the exclusive benefit of Participants and their Beneficiaries, except that
payment of taxes and administration expenses may be made from the Trust Fund as
provided in the Trust Agreement.

16.4 UNIFORM ADMINISTRATION.

         Whenever in the administration of the Plan any action is required by
the Advisory Committee, such action shall be uniform in nature as applied to all
persons similarly situated and no such action shall be taken which will
discriminate in favor of Highly Compensated Employees.

16.5 HEIRS AND SUCCESSORS.

         All of the provisions of this Plan shall be binding upon all persons
who shall be entitled to any benefits hereunder, their heirs and legal
representatives, the Company and its successors and assigns, the Employers and
upon the Trustee and its successors.

16.6 ASSUMPTION OF QUALIFICATION.

         Unless and until advised to the contrary, the Trustee may assume that
the Plan is a qualified plan under the provisions of the Code relating to such
plans, and that the Trust Fund is entitled to exemption from income tax under
such provisions.

16.7 COMPLIANCE WITH SECTION 414(U) OF THE CODE.

         Notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Code effective
December 12, 1994.

16.8 SPIN-OFF.

         (a) GENERAL. As noted above, effective as of the Spin-Off Effective
Date, the Plan has been divided into two separate plans--the Pinacor Plan will
cover certain employees of Pinacor and its direct or indirect subsidiaries and
this Plan will continue to cover the balance of the Participants. Initially, the
assets of the Pinacor Plan and the assets of this Plan will be commingled for
investment purposes pursuant to the terms of the master trust arrangement
described in the Trust Agreement. Nevertheless, the assets attributable to the
Pinacor Plan (as described below) will only be available to pay expenses of the
Pinacor Plan and benefits to individuals covered by the Pinacor Plan. The assets
attributable to this Plan will only be available to pay the expenses of this
Plan and benefits payable to Participants or Beneficiaries covered by this Plan.

         (b) ASSETS ATTRIBUTABLE TO THIS PLAN. The assets attributable to the
Pinacor Plan shall equal the sum of the Account balances under this Plan of all
individuals who, as of the Spin-Off Effective Date, are either (1) active
Employees of Pinacor or any other Employer that is a direct or indirect
subsidiary of Pinacor or (2) Employees who are on an Authorized Leave of Absence
from Pinacor or any other Employer. The balance of the assets of the Plan shall
be deemed to be attributable to this Plan. The Advisory Committee shall work



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with the administrator of the Pinacor Plan to identify the assets that are
properly attributable to each plan.

         (c) DIRECTIONS TO TRUSTEE. The Advisory Committee is hereby authorized
and directed to instruct the Trustee to take any and all action necessary to
assign or transfer assets to the Pinacor Plan.

         (d) TRANSFER OF LIABILITY. Effective as of the Spin-Off Effective Date,
the Pinacor Plan shall assume full responsibility and liability for the payment
of all amounts previously due to the Employees referred to in Section 16.8(b)
whose accounts are deemed to be allocated to the Pinacor Plan pursuant to
Section 16.8(b).

         (f) CHANGE OF EMPLOYER STATUS. Effective as of the Spin-Off Effective
Date, Pinacor and each other Employer that is a direct or indirect subsidiary of
Pinacor shall no longer be considered to be Employers under this Plan and the
Employees referred to in Section 16.8(b) shall no longer be considered to be
Employees of an Employer covered by this Plan or Participants in this Plan.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officers, this 2nd day of February, 1999.

                                          MICROAGE, INC.

                                          By   /s/ Jeffrey D. McKeever
                                              ---------------------------------
                                          Its
                                              ----------------------------------
                                                           "Employer"


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