<PAGE>

                                                                EXHIBIT NO. 10.1

                           FREMONT GENERAL CORPORATION
                            AND AFFILIATED COMPANIES
                            INVESTMENT INCENTIVE PLAN

                    ORIGINAL EFFECTIVE DATE: FEBRUARY 1, 1986

                   RESTATEMENT EFFECTIVE DATE: JANUARY 1, 2000
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                                TABLE OF CONTENTS

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ARTICLE I             INTRODUCTION .......................................................      1
ARTICLE II            DEFINITIONS ........................................................      2
         2.1      Account or Accounts ....................................................      2
         2.2      Adjustment Factor ......................................................      2
         2.3      Administrator or Plan Administrator ....................................      2
         2.4      Affiliated Company .....................................................      2
         2.5      Beneficiary ............................................................      2
         2.6      Break in Service .......................................................      3
         2.7      Code ...................................................................      4
         2.8      Company ................................................................      4
         2.9      Company Stock ..........................................................      4
         2.10     Compensation ...........................................................      4
         2.11     Contributions ..........................................................      5
         2.12     Disability .............................................................      5
         2.13     Effective Date .........................................................      5
         2.14     Eligible Employees .....................................................      5
         2.15     Employee ...............................................................      6
         2.16     Employer ...............................................................      8
         2.17     Employer Matching Contributions ........................................      8
         2.18     Employment Commencement Date ...........................................      8
         2.19     ERISA ..................................................................      8
         2.20     Highly Compensated Employee ............................................      9
         2.21     Hour of Service ........................................................      9
         2.22     Non-Highly Compensated Employee ........................................     10
         2.23     Normal Retirement Date .................................................     10
         2.24     Participant ............................................................     10
         2.25     Participating Employer .................................................     10
         2.26     Plan ...................................................................     10
         2.27     Plan Year ..............................................................     10
         2.28     Qualified Matching Contributions .......................................     10
         2.29     Qualified Nonelective Contributions ....................................     11
         2.30     Reemployment Commencement Date .........................................     11
         2.31     Regulations ............................................................     11
         2.32     Rollover Contribution ..................................................     11
         2.33     Salary Deferral Contributions ..........................................     11
         2.34     Section 415 Compensation ...............................................     11
         2.35     Severance Date .........................................................     12
         2.36     Spouse or Surviving Spouse .............................................     12
         2.37     Trust ..................................................................     12
         2.38     Trust Fund .............................................................     12
         2.39     Trustee ................................................................     12
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         2.40     Valuation Date .........................................................     12
         2.41     Year of Service ........................................................     12
         2.42     Other Definitions ......................................................     13
ARTICLE III           ELIGIBILITY ........................................................     16
         3.1      Participation ..........................................................     16
         3.2      Reemployment ...........................................................     16
         3.3      Change in Employment Status ............................................     16
         3.4      Enrollment of Participants .............................................     16
         3.5      Erroneous Participation ................................................     16
ARTICLE IV            CONTRIBUTIONS ......................................................     17
         4.1      Salary Deferral Contributions ..........................................     17
         4.2      Employer Matching Contributions ........................................     17
         4.3      Qualified Nonelective Contributions ....................................     18
         4.4      Limitations on Contributions ...........................................     18
         4.5      Time and Manner of Payment of Contributions ............................     18
         4.6      Receipt of Assets from Other Plans .....................................     18
ARTICLE V             ACCOUNTS ...........................................................     20
         5.1      Participant's Accounts .................................................     20
         5.2      Allocation of Contributions ............................................     20
         5.3      Allocation of Earnings or Losses .......................................     20
         5.4      Section 415 Limitations ................................................     21
         5.5      Discrimination Testing of Salary Deferral Contributions ................     21
         5.6      Distribution of Excess Salary Deferrals ................................     26
         5.7      Discrimination Testing of Employer Matching Contributions ..............     27
         5.8      Corrective Procedure for Discriminatory Matching Contributions .........     30
ARTICLE VI            VESTING AND DISTRIBUTION OF ACCOUNTS ...............................     33
         6.1      Vested Interest ........................................................     33
         6.2      Forfeitures ............................................................     34
         6.3      Normal Retirement ......................................................     35
         6.4      Death Benefits .........................................................     35
         6.5      Termination of Employment ..............................................     35
         6.6      Commencement of Distribution ...........................................     35
         6.7      Direct Rollovers and Withholding .......................................     37
         6.8      Form of Benefit ........................................................     38
         6.9      Minimum Distribution Requirements ......................................     38
         6.10     Persons Under Incapacity ...............................................     40
         6.11     Location of Participant or Beneficiary Unknown .........................     40
         6.12     Hardship Distribution ..................................................     40
         6.13     Loans ..................................................................     41
         6.14     Withdrawals at Age Fifty-Nine and One-Half (59 1/2) ....................     42
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         6.15     Withdrawals from Rollover Accounts .....................................     43
ARTICLE VII           ADMINISTRATION .....................................................     44
         7.1      Powers of the Administrator ............................................     44
         7.2      Plan Committee .........................................................     45
         7.3      Domestic Relations Orders ..............................................     45
ARTICLE VIII          LEAVES OF ABSENCE AND TRANSFERS ....................................     48
         8.1      Military Leave of Absence ..............................................     48
         8.2      Other Leaves of Absence ................................................     48
         8.3      Transfers ..............................................................     48
ARTICLE IX            TRUST PROVISIONS; INVESTMENT OF CONTRIBUTIONS; VALUATION OF ACCOUNTS     50
         9.1      Trust Agreement ........................................................     50
         9.2      Inconsistent Provisions ................................................     50
         9.3      Investment Decision ....................................................     50
         9.4      Directed Investments ...................................................     51
         9.5      Accounts Not Directed ..................................................     51
         9.6      Valuation ..............................................................     51
         9.7      Electronic Media .......................................................     51
ARTICLE X             FEES AND EXPENSES ..................................................     53
ARTICLE XI            AMENDMENT, TERMINATION OR MERGER ...................................     54
         11.1     Amendment ..............................................................     54
         11.2     Termination of Plan ....................................................     54
         11.3     Plan Mergers and Transfer of Assets or Liabilities .....................     55
ARTICLE XII           ADOPTION OF PLAN BY RELATED ENTITIES ...............................     56
         12.1     Adoption of the Plan ...................................................     56
         12.2     Withdrawal .............................................................     56
ARTICLE XIII          CLAIMS PROCEDURE ...................................................     57
         13.1     Right to File Claim ....................................................     57
         13.2     Denial of Claim ........................................................     57
         13.3     Claims Review Procedure ................................................     57
ARTICLE XIV           TOP-HEAVY PROVISIONS ...............................................     59
         14.1     Purpose ................................................................     59
         14.2     Definitions ............................................................     59
         14.3     Minimum Allocation .....................................................     61
         14.4     Vesting Schedule .......................................................     62
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ARTICLE XV            MISCELLANEOUS ......................................................     63
         15.1     Legal or Equitable Action ..............................................     63
         15.2     Indemnification ........................................................     63
         15.3     No Enlargement of Plan Rights ..........................................     63
         15.4     No Enlargement of Employment Rights ....................................     63
         15.5     Interpretation .........................................................     63
         15.6     Applicable Law .........................................................     64
         15.7     Non-Alienation of Benefits .............................................     64
         15.8     No Reversion ...........................................................     64
         15.9     Conflict ...............................................................     64
         15.10    Severability ...........................................................     65
         15.11    Conditional Restatement ................................................     65
APPENDIX A            FORM OF BENEFIT DISTRIBUTIONS FOR CERTAIN INDIVIDUALS ..............      1
         A.1      Definitions ............................................................      1
         A.2      Automatic Form of Benefit ..............................................      3
         A.3      Optional Forms of Benefit ..............................................      3
         A.4      Qualified Joint and 50% Survivor Annuity ...............................      4
         A.5      Qualified Preretirement Survivor Annuity ...............................      4
         A.6      Election of Optional Forms of Benefit ..................................      5
         A.7      Special Payment Date ...................................................      7
         A.8      Timing of Death Distribution ...........................................      7
APPENDIX B            MERGER OF PACIFIC COMPENSATION INSURANCE COMPANY [401(k) PLAN] .....      1
         B.1      Transfer of Account Balances ...........................................      1
         B.2      Amount of Account Balance ..............................................      1
         B.3      Investment of Account Balance ..........................................      1
         B.4      Service Credit .........................................................      1
         B.5      Vesting Schedule .......................................................      1
         B.6      Protected Benefits .....................................................      2
         B.7      Beaver Protected Benefits ..............................................      2
         B.8      Spousal Consent ........................................................      2
APPENDIX C            INVESTORS BANCOR ...................................................      1
         C.1      Transfer of Account Balances ...........................................      1
         C.2      Amount of Account Balance ..............................................      1
         C.3      Investment of Account Balance ..........................................      1
         C.4      Service Credit .........................................................      1
         C.5.     Vesting Schedule .......................................................      1
         C.6      No Protected Benefits ..................................................      2
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APPENDIX D            CASUALTY INSURANCE COMPANY .........................................      1
         D.1      Transfer of Account Balances ...........................................      1
         D.2      Amount of Account Balance ..............................................      1
         D.3      Investment of Account Balance ..........................................      1
         D.4      Service Credit .........................................................      1
         D.5      Vesting Schedule .......................................................      1
         D.6      Protected Benefits .....................................................      2
         D.7      Normal Retirement Age ..................................................      2
         D.8      After-Tax Contributions ................................................      2
         D.9      Special Withdrawals ....................................................      2
APPENDIX E            INDUSTRIAL INDEMNITY HOLDINGS INC ..................................      1
         E.1      Service Credit .........................................................      1
         E.2      Protected Benefits .....................................................      1
APPENDIX F            UNICARE ............................................................      1
         F.1      Service Credit .........................................................      1
         F.2      Vesting Schedule .......................................................      1
EXHIBIT A             ANNUAL ADDITION LIMITS .............................................      1
         A.1      Definitions ............................................................      1
         A.2      Annual Addition Limitations ............................................      1
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                                      -v-
<PAGE>

                                   ARTICLE I

                                  INTRODUCTION

      Fremont General Corporation maintains the Fremont General Corporation and
Affiliated Companies Investment Incentive Plan (the "Plan"), consisting of the
following provisions, for the exclusive benefit of Participants and their
Beneficiaries and for defraying reasonable administrative expenses of the Plan.
The Plan was originally established effective as of February 1, 1986, and has
subsequently been amended and restated. Effective as of January 1, 2000, except
as otherwise stated herein, the Company further amends and restates this Plan.

      The Plan is intended to be a tax-qualified profit sharing plan and related
tax-exempt trust under Code Sections 401(a) and 501(a) and is intended to
include a tax-qualified cash or deferred arrangement under Code Section 401(k).


                                      -1-
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                                                                EXHIBIT NO. 10.1

                                   ARTICLE II

                                   DEFINITIONS

      Wherever used in this Plan, the following terms shall have the meanings
indicated below, unless a different meaning is plainly required by the context.
The singular shall include the plural, unless the context indicates otherwise.
Headings of sections are used for convenience of reference only, and in case of
conflict, the text of the Plan, rather than such headings, shall control:

      2.1 ACCOUNT OR ACCOUNTS.

      "Account" or "Accounts" means a Participant's interest in the Trust Fund,
consisting of the Participant's Salary Deferral Contributions Account, Employer
Matching Contributions Account, Qualified Matching Contributions Account,
Qualified Nonelective Contributions Account, Rollover Account, and such other
Account(s) as the Administrator shall determine in its sole and absolute
discretion.

      2.2 ADJUSTMENT FACTOR.

      "Adjustment Factor" means the cost-of-living adjustment factor prescribed
by the Secretary of the Treasury under Code Section 415(d) (and Section
401(a)(17), if applicable), as applied to such items and in such manner as the
Secretary of the Treasury shall provide from time to time.

      2.3 ADMINISTRATOR OR PLAN ADMINISTRATOR.

      "Administrator" or "Plan Administrator" means the Company.

      2.4 AFFILIATED COMPANY.

      "Affiliated Company" means an Employer.

      2.5 BENEFICIARY.

      "Beneficiary" means the person or entity who is entitled to receive any
benefits payable from the Plan on account of a Participant's death. If the
Participant is married, the Beneficiary is the Participant's Surviving Spouse
and no written designation is required. However, a Participant may designate a
Beneficiary other than the Participant's Spouse; provided, however: (a) the
Participant's Spouse consents in writing to such designation and to the form
thereof (on a form acceptable to the Administrator); (b) such Beneficiary
designation may not be changed without spousal consent; and (c) the Spouse's
consent acknowledges the effect of such Beneficiary designation and is witnessed
by a notary public. Such spousal consent shall not be required if it is
established to the satisfaction of the Administrator that the consent required
under the preceding sentence cannot be obtained because there is no Spouse, the
Spouse cannot be located, or such other circumstances as the


                                      -2-
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                                                                EXHIBIT NO. 10.1

Secretary of the Treasury may by Regulations prescribe. A Participant's
Beneficiary shall be bound by the terms and conditions of the Plan.

      If there is no valid Beneficiary designation in effect that complies with
the foregoing provisions, or if there is no surviving designated Beneficiary,
then the Participant's surviving Spouse shall be the Beneficiary. If there is no
surviving Spouse, the duly appointed and currently acting personal
representative of the Participant's estate (which shall include either the
Participant's probate estate or living trust) shall be the Beneficiary. In any
case where there is no such personal representative of the Participant's estate
duly appointed and acting in that capacity within 90 days after the
Participant's death (or such extended period as the Committee determines is
reasonably necessary to allow such personal representative to be appointed, but
not to exceed 180 days after the Participant's death), then Beneficiary or
Beneficiaries shall mean the person or persons who can verify by affidavit or
court order to the satisfaction of the Committee that they are legally entitled
to receive the benefits specified hereunder.

      Upon the Committee's written receipt of proof of the dissolution of
marriage of a Participant, any designation of the Participant's former spouse as
a Beneficiary shall be treated as though the Participant's former spouse had
predeceased the Participant, unless (i) the Participant executes another
Beneficiary designation that complies with this Section and that clearly names
such former spouse as a Beneficiary, or (ii) a court order presented to the
Committee prior to distribution on behalf of the Participant explicitly requires
the Participant to continue to maintain the former spouse as the Beneficiary. In
any case in which the Participant's former spouse is treated under the
Participant's Beneficiary designation as having predeceased the Participant, no
heirs or other beneficiaries of the former spouse shall receive benefits from
the Plan as a Beneficiary of the Participant except as provided otherwise in the
Participant's Beneficiary designation.

      In the event any amount is payable under the Plan to a minor, payment
shall not be made to the minor, but instead shall be paid (i) to that person's
then living parent(s) to act as custodian, (ii) if that person's parents are
then divorced, and one parent is the sole custodial parent, to such custodial
parent, or (iii) if no parent of that person is then living, to the guardian of
the estate for the minor, or (iv) if there is no guardian of the estate for the
minor, to the guardian of the person for the minor to hold the funds for the
minor under the Uniform Transfers or Gifts to Minors Act in effect in the
jurisdiction in which the minor resides. If no parent is living and the
Committee decides not to select another custodian to hold the funds for the
minor, then payment shall be made to the duly appointed and currently acting
guardian of the estate for the minor or, if no guardian of the estate for the
minor is duly appointed and currently acting within 60 days after the date the
amount becomes payable, payment shall be deposited with the court having
jurisdiction over the estate of the minor.

      2.6 BREAK IN SERVICE.

      "Break in Service" means:

            (a) A Plan Year during which an Employee does not complete more than
500 Hours of Service. Solely for purposes of determining whether a Break in
Service for participation and vesting purposes has occurred in a computation
period, an individual who is absent on account


                                      -3-
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                                                                EXHIBIT NO. 10.1

of maternity or paternity leave (as described below), or on account of an
authorized leave of absence as described in Sections 8.1 and 8.2, shall receive
credit for the Hours of Service which would otherwise have been credited to such
individual but for such absence, or in any case in which such hours cannot be
determined, eight (8) Hours of Service per day of such absence.

            (b) For purposes of paragraph (a) above, maternity or paternity
leave means a period during which an Employee is absent because of (i) the
pregnancy of the Employee, (ii) the birth of a child of the Employee, (iii) the
placement of a child with the Employee in connection with the Employee's
adoption of the child, (iv) the Employee's caring for a child immediately after
the birth or placement of the child, or (v) a leave required by the Family
Medical Leave Act.

      2.7 CODE.

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

      2.8 COMPANY.

      "Company" means Fremont General Corporation, and any successor by merger,
consolidation or otherwise.

      2.9 COMPANY STOCK.

      "Company Stock" means common or preferred stock of Fremont General
Corporation, or any successor by merger consolidation or otherwise, that meets
the requirements of "qualifying employer security" under ERISA Section
407(d)(5).

      2.10 COMPENSATION.

            (a) "Compensation" means all of a Participant's Section 415
Compensation, except as follows. First, Compensation shall not include any
amounts earned while the person is not an Eligible Employee. Second,
Compensation shall not include FICA paid by the Employer with respect to
nonqualified deferred compensation or retirement plans, Excess/SRP
distributions, amounts realized from the exercise of nonqualified stock options
or when restricted stock held by an employee is no longer subject to substantial
risk of forfeiture, reimbursements or other expense allowances or payments, cash
or non-cash fringe benefits (including without limitation meals, Rideshare
payments, fringe car payments, referral awards, parking, recognition awards and
nonperformance based bonuses including holiday bonuses, hiring bonuses,
retention bonuses and travel incentive bonuses), moving expenses and relocation
payments, deferred compensation or welfare benefits.

            (b) The annual Compensation of each Employee taken into account
under the Plan shall not exceed One Hundred Sixty Thousand Dollars ($160,000)
(as adjusted by the


                                      -4-
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                                                                EXHIBIT NO. 10.1

Adjustment Factor). The Adjustment Factor in effect for a calendar year applies
to any period, not exceeding twelve (12) months, over which Compensation is
determined (the "Determination Period") beginning in such calendar year. If a
Determination Period consists of fewer than twelve (12) months, the One Hundred
Sixty Thousand Dollars ($160,000) annual Compensation limit shall be multiplied
by a fraction, the numerator of which is in the number of months in the
Determination Period, and the denominator of which is twelve (12). If
Compensation for any prior Determination Period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior Determination Period is subject to the annual
Compensation limit in effect for that prior Determination Period.

            (c) The determination of the amount of Compensation shall be made by
the Participating Employer (or its designee) by which the Employee is employed,
in accordance with the records of the Participating Employer, and shall be
conclusive.

      2.11 CONTRIBUTIONS.

      "Contributions" means Salary Deferral Contributions, Employer Matching
Contributions, Qualified Matching Contributions and Qualified Nonelective
Contributions.

      2.12 DISABILITY.

      "Disability" means the inability to engage in any substantial, gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve (12) months, or such
other standard as expressed in Code Section 22(e)(3) or any successor provision.
The permanence and degree of such impairment shall be supported by medical
evidence.

      2.13 EFFECTIVE DATE.

      "Effective Date" means the effective date of this restatement, January 1,
2000, except as otherwise provided herein; provided, however, that any provision
of this Plan required as a result of the Small Business Job Protection Act of
1996, the Taxpayer Relief Act of 1997, the Uruguay Round Agreements Act, the
Uniformed Services Employment and Reemployment Rights Act of 1994 or any other
applicable legislation, shall be effective as of the date required by such
legislation.

      2.14 ELIGIBLE EMPLOYEES.

      "Eligible Employees" mean all Employees of the Company and Participating
Employers, except:

            (a) individuals who are classified as temporary Employees by the
Employer (Employees who are employed for short-term assignments), provided that
a temporary Employee who completes a twelve (12) consecutive month period of
employment (measured from the date the temporary Employee completes his or her
first Hour of Service or the first day of any subsequent


                                      -5-
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                                                                EXHIBIT NO. 10.1

Plan Year) during which he is credited with one thousand (1,000) Hours of
Service shall become an Eligible Employee on the first day following such twelve
(12) month period of employment.

            (b) Leased Employees, as defined in Section 2.15;

            (c) Employees who are non-resident aliens (within the meaning of
Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning
of Code Section 911(d)(2)) from the Employer which constitutes income from
sources within the United States (within the meaning of Code Section 861(a)(3));

            (d) Employees who are covered by a collective bargaining agreement
between a union and the Employer or any employers' association under which
retirement benefits were the subject of good faith bargaining;

            (e) individuals described in Section 2.15(b);

            (f) individuals who are parties to an agreement that provides that
they shall not be eligible to participate in the Plan, whether or not such
agreement is upheld upon governmental or judicial review; or

            (g) Employees of an Employer that is not a Participating Employer.

      2.15 EMPLOYEE.

            (a) "Employee" means, subject to subsection (b), any person employed
and designated by the Employer as a common law employee of an Employer.

            (b) (i) An individual shall not be an "Employee" if he meets any of
the following: (1) the individual was performing services for any Employer under
an agreement, contract, or any other arrangement pursuant to which the
individual is characterized or classified by the Employer as an independent
contractor or consultant (or an employee of an independent contractor or
consultant), (2) the individual's payments for services for any Employer have
not been initially treated by any Participating Company as subject to wage
withholding under the Code and applicable state law, (3) any individual who was
not initially classified by an Employer as a common law employee of an Employer,
(4) any individual who was initially classified as a Leased Employee (as defined
in subsection (c) below) or (5) any other individual who was leased by an
Employer from an entity that is the individual's employer of record, including
individuals who are employed pursuant to a written agreement with an agency or
other third party for a specific job assignment or project. Notwithstanding
subsection (a) above, even if the Company later determines or agrees that the
classification or treatment was incorrect and that the individual was or is in
fact a common law employee (or the person is subsequently reclassified as a
common law employee by a federal, state or local group, organization or agency,
or a court), such an individual shall not be an Employee (or Eligible Employee
or Participant) either retroactively or prospectively; however, if the Company
informs the individual in writing that he is an Employee for purposes of the
Plan, he shall be an Employee with respect to service after the date specified
in such writing.


                                      -6-
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                                                                EXHIBIT NO. 10.1

                  (ii) Solely for purposes of the requirements of Code section
414(n)(3) (but only to the extent they relate to this Plan), including counting
service for eligibility to participate and vesting, "Employee" shall also mean
(i) any individual described in the preceding paragraph (ii) who is in fact a
common law employee and (ii) Leased Employees. Such a person shall not be an
Employee for any other purpose, and accordingly such person shall not be an
Eligible Employee. Notwithstanding the foregoing, if such Leased Employees
constitute less than twenty percent of the Participating Companies' non-highly
compensated work force within the meaning of Code section 414(n)(5)(C)(ii),
"Employee" shall not include Leased Employees covered by a plan described in
Code section 414(n)(5) unless otherwise provided in the Plan.

                  (iii) By way of example, assume a technician is leased from an
entity (or hired as an independent contractor) on May 1, 2000. The Company later
determines or agrees that the individual has in fact always been a common law
employee and reclassifies him as such (including subjecting him to wage
withholding) on June 1, 2002; however, he continues as a technician. Solely for
purposes of the requirements of Code section 414(n)(3) (but only to the extent
they relate to this Plan), including counting service for eligibility to
participate and vesting, this individual will be treated as an Employee on and
after May 1, 2000. However, the individual shall not be an Employee (or Eligible
Employee or Participant) for any other purpose with respect to employment either
prior or subsequent to June 1, 2002, even though other technicians of the
Company are treated as Employees. The individual shall not become an Employee
(or Eligible Employee or Participant) unless and until the Company informs the
individual in writing that he is an Employee for purposes of the Plan.

                  (iv) This subsection (b) sets forth a clarification of the
intention of the Company regarding participation in the Plan for any Plan Year,
including Plan Years prior to the amendment of this definition of "Employee".

            (c) A "Leased Employee" shall mean any person who, pursuant to an
agreement between the Employer and any other person ("Leasing Organization"),
has performed services for the Employer (or for the Employer and related persons
determined in accordance with Code Section 414(n)(6)) ("Recipient Employer") on
a substantially full-time basis for a period of at least one (1) year, and such
services are performed under the primary direction or control by the Recipient
Employer. An individual shall not be considered a Leased Employee of the
Recipient Employer if both of the following conditions are met:

                  (i) such individual is covered by a money purchase pension
plan providing:

                        (A) a non-integrated employer contribution rate of at
least ten percent (10%) of compensation, as defined in Code Section 415(c)(3),
but including amounts contributed pursuant to a salary reduction agreement which
are excludable from the individual's gross income under Code Section 125,
402(e)(3), 402(h), 403(b) or 408(p):

                        (B) immediate participation;


                                      -7-
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                                                                EXHIBIT NO. 10.1

                        (C) full and immediate vesting; and

                  (ii) Leased Employees do not constitute more than twenty
percent (20%) of the Recipient Employer's non-highly compensated work force.

            Contributions or benefits provided to a Leased Employee by the
Leasing Organization which are attributable to services performed for the
Recipient Employer shall be treated as provided by such Recipient Employer.

      2.16 EMPLOYER.

      "Employer" means (a) the Company; (b) any other corporation which is a
member of a controlled group of corporations (as defined under Code Section
414(b)) which includes the Company; (c) any trade or business (whether or not
incorporated) which is under common control (as defined under Code Section
414(c)) with the Company; (d) any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined under Code Section
414(m)) which includes the Company; and (e) any other organization or entity
which is required to be aggregated with the Company; pursuant to Code Section
414(o). No entity shall be an Employer prior to, or after, the period it is so
affiliated with the Company. For purposes of the calculation of Annual Additions
as set forth in Section 5.4, the determination of whether any entity is an
Employer shall be made in accordance with Code Section 415(h).

      2.17 EMPLOYER MATCHING CONTRIBUTIONS.

      "Employer Matching Contributions" means Contributions made by an Employer
to the Trust on account of Salary Deferral Contributions attributable to the
applicable period, but not including any Contribution and/or allocation made to
satisfy the minimum allocation requirements of Section 14.3.

      2.18 EMPLOYMENT COMMENCEMENT DATE.

      "Employment Commencement Date" means the date on which an Employee first
performs an Hour of Service for the Employer, within the meaning of Department
of Labor Regulation Section 2530.200b-2(a).

      2.19 ERISA.

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


                                      -8-
<PAGE>

                                                                EXHIBIT NO. 10.1

      2.20 HIGHLY COMPENSATED EMPLOYEE.

            (a) "Highly Compensated Employee" shall, for each Plan Year, mean an
Employee in active service who meets any of the following criteria:

                  (i) is, at any time during the current Plan Year or the
immediately preceding Plan Year, a five percent (5%) owner (as determined under
Code Section 416(i)(1)) of an Employer; or

                  (ii) received aggregate Section 415 Compensation for the
immediately preceding Plan Year in excess of Eighty Thousand Dollars
($80,000.00), as adjusted by the Adjustment Factor.

            (b) For purposes of the foregoing definition, the following
provisions shall apply:

                  (i) A former Employee shall be treated as a Highly Compensated
Employee if:

                        (A) such Employee was a Highly Compensated Employee when
such Employee separated from service; or

                        (B) such Employee was a Highly Compensated Employee at
any time after attaining age fifty-five (55).

            (c) For purposes of this Section, the Section 415 Compensation of
each Employee shall be determined on an aggregate basis as if all Employers were
a single employer entity paying such Section 415 Compensation. All other
determinations under this Section shall be made in accordance with Code Section
414(q).

      2.21 HOUR OF SERVICE.

      "Hour of Service" means:

            (a) Each hour for which an Employee is directly or indirectly paid,
or entitled to payment of wages by an Employer for the performance of duties and
for reasons other than the performance of duties; provided that no Hours of
Service shall be credited if payment was made or due solely as reimbursement for
medical or medically related expenses incurred by the Employee. Hours of Service
shall be calculated in accordance with Department of Labor Regulation Sections
2530.200b-2(b) and (c);

            (b) An Employee on a leave of absence pursuant to Section 8.1 or 8.2
shall be credited with Hours of Service equal to the number of
regularly-scheduled working hours included in the period of such leave;

            (c) Hours of Service shall, for an Employee, include each hour for
which back pay, irrespective of mitigation of damages, has been either awarded
or agreed to by the Employer.


                                      -9-
<PAGE>

                                                                EXHIBIT NO. 10.1

Such Hours of Service shall be credited for the periods to which the award or
agreement pertains rather than the periods in which the award, agreement, or
payment is made; provided, however, Hours of Service shall not be credited under
this paragraph to the extent such credit would duplicate any hours credited
above;

            (d) Hours of Service shall be credited for employment with any
Employer; and

            (e) Each Employee shall be credited with Hours of Service on the
basis one hundred ninety (190) Hours of Service for each month in which he or
she performs at least one (1) Hour of Service.

      2.22 NON-HIGHLY COMPENSATED EMPLOYEE.

      "Non-Highly Compensated Employee" means an Employee who is not a Highly
Compensated Employee.

      2.23 NORMAL RETIREMENT DATE.

      "Normal Retirement Date" means, except as may be otherwise specified in
one or more of the Appendices, the date on which a Participant attains age
sixty-five (65).

      2.24 PARTICIPANT.

      "Participant" means an Employee or former Employee for whom an Account is
maintained under the Plan.

      2.25 PARTICIPATING EMPLOYER.

      `Participating Employer" means the Company and any other Affiliated
Company that adopts the Plan for the benefit of its Eligible Employees pursuant
to Section 12.1.

      2.26 PLAN.

      "Plan" means the Fremont General Corporation and Affiliated Companies
Investment Incentive Plan as set forth in this document and in amendments from
time to time made hereto.

      2.27 PLAN YEAR.

      "Plan Year" means the twelve (12) consecutive month period beginning each
January 1st and ending each December 31st.

      2.28 QUALIFIED MATCHING CONTRIBUTIONS.

      "Qualified Matching Contributions" means Employer Matching Contributions
under this Plan or any other plan of the Employer, which may be treated as
Salary Deferral Contributions for purposes of the ADP test as provided by the
Regulations.


                                      -10-
<PAGE>

                                                                EXHIBIT NO. 10.1

      2.29 QUALIFIED NONELECTIVE CONTRIBUTIONS.

      "Qualified Nonelective Contributions" means discretionary Contributions
under this Plan or any other plan of the Employer described in Section
5.5(b)(i)(D), which may be treated as Salary Deferral Contributions for purposes
of the ADP test, or as Employer Matching Contributions for purposes of the ACP
test, as provided by the Regulations. Notwithstanding the foregoing, Qualified
Nonelective Contributions used in calculating the ADP test may not be used in
calculating the ACP test.

      2.30 REEMPLOYMENT COMMENCEMENT DATE

      "Reemployment Commencement Date" means the first date, following a
Severance Date, on which an Employee again performs one (1) Hour of Service for
the Employer.

      2.31 REGULATIONS.

      "Regulations" means the Income Tax Regulations as prescribed by the
Secretary of the Treasury from time to time under the Code or Labor Regulations
as prescribed by the Secretary of the Labor from time to time under ERISA, as
applicable.

      2.32 ROLLOVER CONTRIBUTION.

      "Rollover Contribution" means a qualified rollover contribution as
described in Section 4.6(a).

      2.33 SALARY DEFERRAL CONTRIBUTIONS.

      "Salary Deferral Contributions" means Employer Contributions to the Trust
on behalf of Participants who elect to make such contributions as described in
Section 4.1. For purposes of the ACP test, the Employer may take into account
and include as Contribution Percentage Amounts, Salary Deferral Contributions
under this Plan or any other plan of the Employer, as provided by the
Regulations. The amount of Salary Deferral Contributions made under the Plan and
taken into account as Contribution Percentage Amounts for purposes of
calculating the Average ACP, subject to such other requirements as may be
prescribed by the Secretary of the Treasury, shall be such Salary Deferral
Contributions as are needed to meet the ACP test; provided, however, that Salary
Deferral Contributions used in calculating the ADP test may not be used in
calculating the ACP test.

      2.34 SECTION 415 COMPENSATION.

            (a) "Section 415 Compensation" means all of an Employee's W-2 wages
as defined in Code Section 3401(a) for the purposes of income tax withholding at
the source but determined without regard to any rules that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)). Section 415 Compensation includes any elective deferrals
(as defined in Code Section 402(g)(3)), and any amount contributed or deferred
by the


                                      -11-
<PAGE>

                                                                EXHIBIT NO. 10.1

Employer at the election of the Employee and not includable in the gross income
of the Employee by reason of Code Section 125 or 457. Section 415 Compensation
does not include any deferrals under a nonqualified deferred compensation plan
or supplemental executive retirement plan.

            (b) For purposes of this Section, Compensation for a limitation year
is the Compensation defined in subsection (a) actually paid or made available to
the Employee during that limitation year.

      2.35 SEVERANCE DATE.

      "Severance Date" means the first to occur of the date on which an Employee
terminates employment with the Employer because he or she quits, is discharged,
dies or retires. See also Section 6.6(g).

      2.36 SPOUSE OR SURVIVING SPOUSE.

      "Spouse" or "Surviving Spouse" means the spouse or surviving spouse of a
Participant; provided, however, that a former spouse shall be treated as the
spouse or surviving spouse to the extent provided under a Qualified Domestic
Relations Order as described in Section 7.3.

      2.37 TRUST.

      "Trust" means the Trust maintained pursuant to Article IX.

      2.38 TRUST FUND.

      "Trust Fund" means the assets held by the Trustee under the Trust.

      2.39 TRUSTEE.

      "Trustee" means the person(s) or entity named in the Trust Agreement, or
any successor or successors thereto, and designated by the Company to act as
Trustee of the Trust and to hold the Trust assets in accordance with Article IX.

      2.40 VALUATION DATE.

      "Valuation Date" means the last day of each Plan Year and such other
date(s) as the Administrator may designate from time to time.

      2.41 YEAR OF SERVICE.

      "Year of Service" means:

            (a) A Plan Year during which an Employee is credited with one
thousand (1,000) Hours of Service.


                                      -12-
<PAGE>

                                                                EXHIBIT NO. 10.1

            (b) Each year of service completed by a Participant while he or she
was an employee of Beaver Insurance Company, Pacific Compensation Insurance
Company, Investors Bancor, Casualty Insurance Company, Workers Compensation and
Indemnity Company, Industrial Indemnity Holdings, Inc. or its subsidiaries
(including but not limited to American All-Risk Group, Inc. and its
subsidiaries), Unicare Specialty Services, Inc., and any other entity heretofore
or hereafter designated by the Board of Directors of the Company (the "Board")
("Acquired Companies") shall be deemed a Year of Service under this Plan;
provided, however, and except with respect to past service credit granted by the
Company or the Plan Administrator on other terms prior to the adoption of this
restatement, in order to be entitled to past service credit, an Employee must
have been employed by such Acquired Company at the time of its acquisition by or
merger with and into the Employer.

      2.42 OTHER DEFINITIONS.

      In addition to the definitions contained in this Section, the following
terms are defined in the Section listed:

<TABLE>
<CAPTION>
             Section                   Term
             -------                   ----
<S>                                    <C>
             2.41(b)                   Acquired Companies

             5.5(d)(i)                 Actual Deferral Percentage ("ADP")

             5.7(c)(i)                 Actual Contribution Percentage ("ACP")

             5.7(c)(ii)                Aggregate Limit

             7.3(d)(i)                 Alternate Payee

             Exhibit A                 Annual Additions

             A.1(a)                    Annuity Contract

             A.1(b)                    Annuity Starting Date

             5.7(c)(iii)               Average ACP

             5.5(d)(ii)                Average ADP

             Appendix B                Beaver Merger Date

             Appendix B                Beaver Plan

             B.7                       Beaver Plan Accounts

             2.43(b)                   Board

             D.5                       Buckeye

             Appendix D                CIC

             7.2                       Committee or Plan Committee

             D.6                       Continental Participants
</TABLE>


                                      -13-
<PAGE>

                                                                EXHIBIT NO. 10.1

<TABLE>
<S>                                    <C>
             Appendix D                Continental Plan

             D.7                       Continental Plan Normal Retirement Age

             Appendix D                Continental Transfer Date

             5.7(c)(iv)                Contribution Percentage

             5.7(c)(v)                 Contribution Percentage Amounts

             14.2(a)                   Determination Date

             14.2(b)                   Determination Period

             6.7(b)(i)                 Direct Rollover

             6.7(b)(ii)                Distributee

             7.3(d)(ii)                Domestic Relations Order or Order

             5.7(c)(vi)                Eligible Participant

             6.7(b)(iii)               Eligible Retirement Plan

             6.7(b)(iv)                Eligible Rollover Distribution

             5.7(e)(vii)               Employee Contribution

             5.5(d)(iii)               Excess 401(k) Contributions

             5.7(e)(viii)              Excess Matching Contributions

             5.6(a)(ii)                Excess Salary Deferrals

             6.9(e)(i)                 Five Percent Owner

             6.12                      Hardship

             Appendix E                II

             Appendix E                Industrial Plan

             Appendix E                Industrial Transfer Date

             Appendix C                Investors Merger Date

             Appendix C                Investors Plan

             A.1(c)                    Joint and Last Survivor Life Expectancy

             14.2(c)                   Key Employee

             2.15                      Leased Employees

             2.15                      Leasing Organization

             A.1(d)                    Life Expectancy

             2.6(b)                    Maternity and Paternity Leave

             14.2(d)                   Non-Key Employee
</TABLE>


                                      -14-
<PAGE>

                                                                EXHIBIT NO. 10.1

<TABLE>
<S>                                    <C>
             Appendix B                Pacific Merger Date

             B. 6                      Pacific Participants

             Appendix B                Pacific Plan

             14.2(e)                   Permissive Aggregation Group

             7.2                       Plan Committee or Committee

             5.4(g)(x)                 Projected Annual Benefit

             B.6, C.6, D.6, E.6,
                   F.6                 Protected Benefits

             7.3(d)(iii)               Qualified Domestic Relations Order

             A.1(e)                    Qualified Joint and 50% Survivor Annuity

             A.1(f)                    Qualified Joint and 100% Survivor Annuity

             A.1(g)                    Qualified Preretirement Survivor Annuity

             2.15                      Recipient Employer

             14.2(f)                   Required Aggregation Group

             6.9(e)(ii)                Required Beginning Date

             5.6(a)(i)                 Salary Deferrals

             7.3(c)(i)                 Segregated Amounts

             A.1(j)                    Straight Life Annuity

             2.14(a)                   Temporary Employees

             A.1(k)                    Term Certain Annuity

             14.2(g)                   Top-Heavy Plan

             14.2(h)                   Top-Heavy Ratio

             14.2(i)                   Valuation Date

             Appendix D                WCIC

             Appendix F                Wellpoint Plans

             Appendix F                Wellpoint Transfer Date
</TABLE>


                                      -15-
<PAGE>

                                                                EXHIBIT NO. 10.1

                                   ARTICLE III

                                   ELIGIBILITY

      3.1 PARTICIPATION.

      Each Eligible Employee shall become a Participant in the Plan as soon as
administratively feasible following his or her Employment Commencement Date or
the date he becomes an Eligible Employee, if later.

      3.2 REEMPLOYMENT.

      If an Eligible Employee terminates employment with the Employer and is
thereafter reemployed by the Company or a Participating Employer, then the
Employee shall become a Participant in the Plan as of his or her Reemployment
Commencement Date or the date he becomes an Eligible Employee, if later.

      3.3 CHANGE IN EMPLOYMENT STATUS.

      If a Participant subsequently ceases to be an Eligible Employee, then such
Employee shall become a Participant again upon becoming an Eligible Employee
once more. If, however, an Employee who is not, and never has been, an Eligible
Employee becomes an Eligible Employee, then such Employee shall become a
Participant in the Plan as soon as administratively feasible following the date
on which the Participant becomes an Eligible Employee.

      3.4 ENROLLMENT OF PARTICIPANTS. EACH ELIGIBLE EMPLOYEE SHALL COMPLY WITH
SUCH ENROLLMENT PROCEDURES AS THE ADMINISTRATOR MAY PRESCRIBE FROM TIME TO TIME
AND SHALL MAKE AVAILABLE TO THE ADMINISTRATOR AND THE TRUSTEE ANY INFORMATION
THEY MAY REQUEST. BY VIRTUE OF HIS OR HER PARTICIPATION IN THE PLAN, AN ELIGIBLE
EMPLOYEE AGREES, ON HIS OR HER BEHALF AND ON BEHALF OF ALL INDIVIDUALS WHO MAY
MAKE ANY CLAIM ARISING OUT OF, RELATING TO, OR RESULTING FROM THAT ELIGIBLE
EMPLOYEE'S PARTICIPATION IN THE PLAN, TO BE BOUND BY ALL PROVISIONS OF THE PLAN,
THE TRUST AGREEMENT AND OTHER RELATED AGREEMENTS.

      3.5 ERRONEOUS PARTICIPATION

      If any contributions are erroneously made on behalf of an individual who
is not entitled to such contributions, then such erroneously made contributions
shall be forfeited and: first, returned to the Participating Employer in
accordance with Section 15.8, to the extent such contribution is made as a
result of a mistake of fact; second, used to pay administrative expenses of the
Plan for the Plan Year in which the error is discovered; third, used to offset
the Employer's obligation to make contributions, if any, for the Plan Year in
which the error occurs and fourth, used to allocate as contributions, if any,
for the Plan Year in which the error occurs.


                                      -16-
<PAGE>

                                                                EXHIBIT NO. 10.1

                                   ARTICLE IV

                                  CONTRIBUTIONS

      4.1 SALARY DEFERRAL CONTRIBUTIONS.

            (a) Subject to the limitations of Sections 5.4 and 5.5, each
Participant who is an Eligible Employee may elect, in accordance with the
procedures established from time to time by the Administrator, to have a portion
of his or her Compensation from each payroll period contributed to his or her
Salary Deferral Contributions Account. The Participant's election shall specify
the amount of his or her Compensation to be contributed (expressed as a whole
percentage), which amount shall not be more than fifteen percent (15%) of the
Participant's Compensation for the Plan Year; provided, however, in no event
shall the dollar amount contributed on behalf of such Participant for any
calendar year exceed the limit prescribed under Code Section 402(g)(1) and (5)
and the Regulations thereunder. A Participant may elect to increase, decrease or
discontinue Salary Deferral Contributions by filing a new election in such a
manner and time as the Administrator shall specify.

            (b) For purposes of the Plan, and with respect to Salary Deferral
Contributions made on behalf of any Participant, such Salary Deferral
Contributions shall be allocated to the Participant's Salary Deferral
Contributions Account as of a given date within the Plan Year and shall relate
to Compensation that would have been received by the Participant in the Plan
Year but for the Participant's election to defer such Compensation.

      4.2 EMPLOYER MATCHING CONTRIBUTIONS.

            (a) Each Participating Employer may, subject to the provisions of
paragraphs (b) and (c) below, make Employer Matching Contributions to the Trust
Fund for each Plan Year. Employer Matching Contributions shall be made in such
amount and in such form (i.e., cash or Company Stock, or a combination thereof)
as prescribed by the Board. Such amount shall be reduced by forfeitures to the
extent set forth in Section 6.2(c).

            (b) Employer Matching Contributions which would otherwise be made on
behalf of a Participant may be reduced to the extent necessary to comply with
the limitations of Sections 4.4, 5.4, 5.5 and 5.7. Any amount that cannot be
contributed to the Trust because of these limitations shall be retained by the
Employer, and the Employer shall have no obligation to contribute such amount to
the Trust.

            (c) The Administrator may, in its sole and absolute discretion,
elect to treat all or a portion of Employer Matching Contributions for a Plan
Year as Qualified Matching Contributions for purposes of the ADP test.

            (d) For all purposes under the Plan, Employer Matching Contributions
or Qualified Matching Contributions shall be subject to the distribution
limitations of Article VI.


                                      -17-
<PAGE>

                                                                EXHIBIT NO. 10.1

Amounts allocated to a Participant's Qualified Matching Contributions Account
shall not be eligible for hardship distribution under Section 6.12.

            (e) The Employer Matching Contributions shall be allocated to all
Participants, pro rata, based on the Salary Deferral Contributions (not to
exceed six percent of the Participant's Compensation) made by the Participant
for that Plan Year.

      4.3 QUALIFIED NONELECTIVE CONTRIBUTIONS.

            (a) The Employer may, with respect to a Plan Year, make and allocate
Qualified Nonelective Contributions in accordance with Section 5.5(b)(i)(D).

            (b) No Participant shall have any right to inquire into the amount
of the Qualified Nonelective Contributions or the method used in determining the
amount of the Qualified Nonelective Contributions.

            (c) For all purposes of the Plan, Qualified Nonelective
Contributions shall be subject to the distribution limitations of Article VI.
Amounts allocated to a Participant's Qualified Nonelective Contributions Account
shall not be eligible for hardship distribution under Section 6.12.

      4.4 LIMITATIONS ON CONTRIBUTIONS.

      Contributions for any Plan Year shall not exceed the maximum amount
allowable as a deduction to the Employer under the provisions of Code Section
404.

      4.5 TIME AND MANNER OF PAYMENT OF CONTRIBUTIONS.

      Contributions shall be paid to the Trustee from time to time as determined
by the Administrator in its sole and absolute discretion, subject to the timing
requirements of applicable law. Contributions may be accepted from the Company's
deferred compensation plans to the extent provided therein.

      4.6 RECEIPT OF ASSETS FROM OTHER PLANS.

            (a) The Trustee may, with the consent of the Administrator, in its
sole and absolute discretion, accept a Rollover Contribution of assets
previously held under a tax-qualified plan for the benefit of an Employee or a
group of Employees. The assets may be (i) received from the Employee in the form
of an indirect rollover in accordance with Code Section 402(c) or 408(d)(3); or
(ii) transferred in the form of a Direct Rollover (as defined in Section 6.7)
from another tax-qualified plan. Such amounts shall be held in a Rollover
Account.

            (b) The Trustee may, with the consent of the Administrator, in its
sole and absolute discretion, receive a transfer of assets previously held under
a tax-qualified plan for the benefit of an Employee or a group of Employees.
Such assets shall be received directly from the trustee of a tax-qualified plan
under Code Section 401(a) and related tax-exempt trust under Code


                                      -18-
<PAGE>

                                                                EXHIBIT NO. 10.1

Section 501(a). Such amounts shall be held in the Account in this Plan most
closely corresponding to the account of the other plan. Amounts attributable to
elective contributions (as defined in Regulation Section 1.401(k)-1(g)(3)),
including amounts treated as elective contributions which are transferred from
another tax-qualified plan in a plan-to-plan transfer (but not a rollover),
shall be subject to the distribution limitations provided for in Regulation
Section 1.401(k)-1(d).

            (c) The Administrator shall be fully protected in relying on data,
representations, or other information provided by the Employee or by the trustee
or custodian of a tax-qualified plan or individual retirement account that
transfers assets to it for the purpose of determining that the requirements of
paragraph (a) or (b) above have been satisfied.

            (d) The Trustee shall also accept any assets from the Company's
Employee Stock Ownership Plan ("ESOP") that a Participant elects to transfer to
this Plan pursuant to the ESOP. Such amounts shall be held in the Rollover
Account.


                                      -19-
<PAGE>

                                                                EXHIBIT NO. 10.1

                                    ARTICLE V

                                    ACCOUNTS

      5.1 PARTICIPANT'S ACCOUNTS.

      For each Participant, a separate Account shall be maintained for each of
the following, and for the earnings and expenses attributable thereto:

            (a) Salary Deferral Contributions. A Participant's Salary Deferral
Contributions Account shall be credited with all amounts, if any, attributable
to Salary Deferral Contributions pursuant to Section 4.1.

            (b) Employer Matching Contributions. A Participant's Employer
Matching Contributions Account shall be credited with all amounts, if any,
attributable to Employer Matching Contributions pursuant to Section 4.2.

            (c) Qualified Matching Contributions. A Participant's Qualified
Matching Contributions Account shall be credited with all amounts, if any,
attributable to Qualified Matching Contributions pursuant to Section 4.2.

            (d) Qualified Nonelective Contributions. A Participant's Qualified
Nonelective Contributions Account shall be credited with all amounts, if any,
attributable to Qualified Nonelective Contributions pursuant to Section 4.3.

            (e) Rollover Contributions. A Participant's Rollover Account shall
be credited with all amounts transferred to the Plan pursuant to Section 4.6(a)
or (d).

            (f) Other Accounts. Such other Account or Accounts as the
Administrator shall deem necessary or appropriate.

      5.2 ALLOCATION OF CONTRIBUTIONS.

      As of each Valuation Date, the Administrator shall allocate to the
Accounts of each Participant the Contributions made on his or her behalf, and,
if applicable, the rolled over or transferred amounts, since the preceding
Valuation Date.

      5.3 ALLOCATION OF EARNINGS OR LOSSES.

            (a) As of each Valuation Date, the Trustee shall determine the net
fair market value of all assets of the Trust Fund, and the Trustee shall then
report such value to the Administrator. The Administrator shall adjust each
Account: first, to reflect any allocations made to, or any distributions or
withdrawals made from, such Account since the immediately preceding Valuation
Date, to the extent not previously credited or charged thereto, and second, to
reflect the earnings allocable to each Account in accordance with paragraph (b)
below. If an allocation of


                                      -20-
<PAGE>

                                                                EXHIBIT NO. 10.1

Contributions is to be made to the Accounts as of the same Valuation Date, then
the adjustments required under this Section shall be made prior to such
allocation.

            (b) The Administrator shall maintain a separate record of all
earnings of the Trust Fund attributable to each Participant's Account. For
purposes of this Section, the earnings of the Trust Fund shall include any
unrealized increase or decrease in the fair market value of the assets of the
Trust Fund as determined by the Trustee under the terms of the Trust. Each
Participant's Account shall be credited or charged with the earnings
attributable to the investments in such Account over the relevant period as of
each Valuation Date. Such allocations shall be on the general basis of Account
balances on the preceding Valuation Date, as adjusted pursuant to (a) above.
Instead of the foregoing, the Administrator may implement a unit accounting
methodology.

            (c) The procedures in this Section 5.3 shall be applied separately
to each investment fund in the Trust.

      5.4 SECTION 415 LIMITATIONS.

      Notwithstanding anything else contained herein, the Annual Additions, to
all the Accounts of a Participant shall not exceed the lesser of $30,000
(adjusted pursuant to the Adjustment Factor) or 25% of the Participant's Section
415 Compensation from the Company and all Employers during the Plan Year. This
Section 5.4 shall be construed and interpreted in accordance with the provisions
of Exhibit A attached hereto.

      5.5 DISCRIMINATION TESTING OF SALARY DEFERRAL CONTRIBUTIONS.

            (a) ADP. The anti-discrimination requirements of Code Section
401(k)(3) provide that in each Plan Year one of the following ADP tests must be
met:

                  (i) the Average ADP for Eligible Employees who are Highly
Compensated Employees for the Plan Year shall not exceed the prior Plan Year's
Average ADP for Eligible Employees who were Non-Highly Compensated Employees for
the prior Plan Year multiplied by one and twenty-five one-hundredths (1.25); or

                  (ii) the Average ADP for Eligible Employees who are Highly
Compensated Employees for the Plan Year shall not exceed the prior Plan Year's
Average ADP for Eligible Employees who were Non-Highly Compensated Employees for
the prior Plan Year multiplied by two (2), provided that the ADP for Eligible
Employees who are Highly Compensated Employees does not exceed the Average ADP
for Eligible Employees who were Non-Highly Compensated Employees for the prior
Plan Year by more than two (2) percentage points 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.

      The Committee will estimate, as soon as practical before the close of the
Plan Year and at such other times as the Committee in its discretion determines,
the extent, if any, to which Salary Deferral treatment under Section 401(k) of
the Code may not be available to any Participant or class


                                      -21-
<PAGE>

                                                                EXHIBIT NO. 10.1

of Participants. In accordance with any such estimate, the Committee may modify
the limits, or set initial or interim limits, for Salary Deferral Contributions
relating to any Participant or class of Participants. These rules may include
provisions authorizing the suspension or reduction of Salary Deferral
Contributions above a specified dollar amount or percentage of Compensation.

            (b) Corrective Procedure.

                  (i) Correction of Excess 401(k) Contributions. The
Administrator shall, in its sole and absolute discretion, take any and all steps
it deems necessary or appropriate to ensure compliance with the limitations of
paragraph (a) above, including, without limitation, one or any combination of
the following:

                        (A) restricting the amount of Salary Deferral
Contributions by Highly Compensated Employees;

                        (B) pursuant to subsection (v) below, distributing
Excess 401(k) Contributions to the Highly Compensated Employees who made such
Contributions; and/or

                        (C) subject to the Regulations, treating Employer
Matching Contributions as Qualified Matching Contributions; and/or

                        (D) The Company, in its discretion, may make a
contribution to the Plan, which will be allocated as a fixed dollar amount among
the Accounts of some or all non-Highly Compensated Employees (as determined by
the Company) who have met the requirements to participate. Such contributions
shall be fully (100%) vested at all times, and shall be subject to the
withdrawal restrictions which are applicable to Salary Deferral Contributions.
Such contributions shall be considered Qualified Non-Elective Contributions.

                  (ii) Calculation of Excess 401(k) Contributions. The amount of
Excess 401(k) Contributions for Highly Compensated Employees for a Plan Year
shall be calculated by the following method, under which the ADP of the Highly
Compensated Employee with the highest ADP is reduced to the extent required to
enable the Plan to satisfy the ADP test or to cause such Highly Compensated
Employee's ADP to equal the ADP of the Highly Compensated Employee with the next
highest ADP.

                        (A) The Salary Deferral Contributions of the Highly
Compensated Employee with the highest ADP shall be reduced; such reduction shall
continue, as necessary, until such Employee's ADP equals that (those) of the
Highly Compensated Employee(s) with the second highest ADP(s).

                        (B) Following the application of the preceding paragraph
(A), if it is still necessary to reduce Highly Compensated Employees' Salary
Deferral Contributions, the contributions of (or allocations on behalf of, if
applicable) Highly Compensated Employees with the highest and second highest
ADPs shall be reduced, as necessary, until such Employees' ADP equals that of
the Highly Compensated Employee(s) with the third highest ADP.


                                      -22-
<PAGE>

                                                                EXHIBIT NO. 10.1

                        (C) Following the application of paragraph (B), if it is
still necessary to reduce Highly Compensated Employees' Salary Deferral
Contributions, the procedure, the beginning of which is described in paragraphs
(A) and (B), shall continue until no further reductions are necessary.

                        (D) Amounts determined pursuant to paragraphs (A)
through (C) above shall be combined. The resulting sum shall be the Excess
401(k) Contributions, and the portion of the total to be allocated to each
affected Highly Compensated Employee shall be determined pursuant to paragraph
(iii) below.

                  (iii) Allocation of Excess 401(k) Contributions. The amount of
Excess 401(k) Contributions to be allocated to a Highly Compensated Employee for
a Plan Year shall be determined by the following method:

                        (A) The Salary Deferral Contributions of the Highly
Compensated Employee(s) with the highest dollar amounts of Salary Deferral
Contributions shall be reduced, as necessary, until either such Employee's
dollar amount of Salary Deferral Contributions equals that of the Highly
Compensated Employee(s) with the next highest dollar amount of Salary Deferral
Contributions, or until no unallocated Excess 401(k) Contributions remain.

                        (B) Following the application of the preceding paragraph
(A), if unallocated Excess 401(k) Contributions remain, Salary Deferral
Contributions of the Highly Compensated Employees with the highest and second
highest dollar amount of Salary Deferral Contributions shall be reduced as
necessary, until either such Employees' dollar amount of Salary Deferral
Contributions equal those of the Highly Compensated Employee(s) with the third
highest dollar amount of Salary Deferral Contributions, or until no unallocated
Excess 401(k) Contributions remain.

                        (C) Following the application of the preceding paragraph
(B), if unallocated Excess 401(k) Contributions remain, the procedure, the
beginning of which is described in paragraphs (A) and (B), shall continue until
no further reductions are necessary.

                        (D) Excess 401(k) Contributions in an amount equal to
the reduction of Salary Deferral Contributions determined in paragraphs (A)
through (C) above with respect to a Highly Compensated Employee shall be
allocated to that Highly Compensated Employee and, as determined by the
Administrator, distributed pursuant to paragraph (v) below.

                  (iv) Character of Excess 401(k) Contributions. The Excess
401(k) Contributions of a Highly Compensated Employee shall be deemed to consist
of Contributions and allocations as determined according to the following order:

                        (A) First, the Employee's Excess 401(k) Contributions
shall be deemed to consist of Salary Deferral Contributions if any, which exceed
the highest rate or amount at which Salary Deferral Contributions are matched;
provided, however, such Contributions shall be offset by any Excess Salary
Deferrals distributable to the Employee pursuant to Section 5.6.


                                      -23-
<PAGE>

                                                                EXHIBIT NO. 10.1

                        (B) Second, the Employee's Excess 401(k) Contributions
shall be deemed to consist of (1) any Salary Deferral Contributions and (2) any
Employer Matching Contributions and Qualified Matching Contributions, each in
proportion to the Employee's total Salary Deferral Contributions, Employer
Matching Contributions, and Qualified Matching Contributions for the Plan Year;
provided, however, any Salary Deferral Contributions characterized as Excess
401(k) Contributions by this paragraph (B) shall be offset by any Excess Salary
Deferrals distributable to the Employee pursuant to Section 5.6 and not taken
into account under paragraph (b)(iii)(A) above.

                        (C) Third, the Employee's Excess 401(k) Contributions
shall be deemed to consist of any allocations of Qualified Nonelective
Contributions.

                  (v) Distribution of Excess 401(k) Contributions. If, pursuant
to paragraph (b)(i)(B) above, the Administrator elects to distribute Excess
401(k) Contributions, which shall then be treated as Annual Additions (increased
by attributable gains and decreased by attributable losses) to Highly
Compensated Employees, the Administrator shall make such distributions in
accordance with the following timing restrictions:

                        (A) on or before the date which falls two and one-half
(2 1/2) months after the last day of the Plan Year for which such Excess 401(k)
Contributions were made, to avoid liability for the Federal excise tax,
(currently, equal to ten percent (10%) of the undistributed Excess 401(k)
Contributions) and state excise tax, if applicable, which will be imposed on
Excess 401(k) Contributions distributed after such date;

                        (B) in the event of a complete termination of the Plan
during the Plan Year in which there are Excess 401(k) Contributions, such
distributions shall be made and as soon as administratively feasible after the
date of termination of the Plan, but in no event later than the close of the
twelve (12)-month period immediately following such termination; and

                        (C) in any event, such Excess 401(k) Contributions shall
be distributed before the last day of the Plan Year next following the Plan Year
for which such Excess 401(k) Contributions were made.

                  (vi) Adjustment for Earnings. After the Administrator has
determined the aggregate amount and character of Excess 401(k) Contributions to
be distributed to a given Highly Compensated Employee, that amount shall be
adjusted for earnings (that is, increased to reflect any attributable gains
and/or decreased to reflect any attributable losses). Excess 401(k)
Contributions shall be adjusted for any earnings up to the end of the Plan Year
in which made. The earnings allocable to Excess 401(k) Contributions shall be
calculated by the Administrator using any reasonable method for computing the
earnings allocable to Excess 401(k) Contributions; provided, however, that the
method shall not violate Code Section 401(a)(4), shall be used consistently for
all Participants and for all corrective distributions under the Plan for the
Plan Year, and is used by the Administrator for allocating earnings to
Participants' Accounts.

            (c) Special Rules.


                                      -24-
<PAGE>

                                                                EXHIBIT NO. 10.1

                  (i) Computation of Section 415 Compensation. For purposes of
this Section, a Participant's Section 415 Compensation for the entire Plan Year
shall be included, whether or not he or she made Salary Deferral Contributions
for the entire Plan Year.

                  (ii) Coordination with Distribution of Excess Salary
Deferrals. After calculation of an amount to be distributed to a Participant
pursuant to the procedures discussed in paragraphs (b)(iii) and (iv) above, if
the Participant in question has also made Excess Salary Deferrals during the
calendar year ended within or coincident with the Plan Year, the amount actually
distributed to that Participant shall be adjusted to take into account such
Excess Salary Deferrals pursuant to Section 5.6 and any relevant Regulations.

                  (iii) Aggregation of Plans. For purposes of determining
whether a plan satisfies the ADP test in paragraph (a) of this Section, all
elective contributions that are made under two or more plans that are aggregated
for purposes of Code Section 401(a)(4) or 410(b) (other than Code Section
410(b)(2)(A)(ii)) shall be treated as made under a single plan. If two or more
plans are permissively aggregated for purposes of Code Section 401(k), the
aggregated plans shall also satisfy Code Sections 401(a)(4) and 410(b) as though
they were a single plan. For Plan Years beginning after December 31, 1989, two
or more plans may be aggregated in order to satisfy Code Section 401(k) only if
they have the same plan year.

                  (iv) The Committee will not be liable to any Participant (or
his Beneficiary, if applicable) for any losses caused by inaccurately estimating
or calculating the amount of any Participant's excess Salary Deferral
Contributions and earnings attributable thereto.

            (d) Definitions.

                  (i) Actual Deferral Percentage ("ADP"). "Actual Deferral
Percentage" or "ADP" means:

                        (A) with respect to each Eligible Employee, a
percentage, calculated as the sum of the amount of (1) Salary Deferral
Contributions, (2) Qualified Matching Contributions, and (3) Qualified
Nonelective Contributions, made on behalf of such Eligible Employee for the Plan
Year (and allocated for purposes of the ADP test), divided by such Employee's
Compensation for that Plan Year. If an Eligible Employee makes no Salary
Deferral Contributions, and no Qualified Matching or Qualified Nonelective
Contributions are taken into account with respect to the Employee, then the ADP
of the Employee shall be zero (0);

                        (B) the ADP for any Eligible Employee who is a Highly
Compensated Employee for the Plan Year and who is eligible to have Salary
Deferral Contributions (and Qualified Nonelective or Qualified Matching
Contributions, or both, if treated as Salary Deferral Contributions for purposes
of the ADP test), allocated to his or her Accounts under two or more
arrangements described in Code Section 401(k), that are maintained by the
Employer, shall be determined as if such Salary Deferral Contributions (and, if
applicable, such Qualified Nonelective Contributions or Qualified Matching
Contributions, or both) were made under a single arrangement. If a Highly
Compensated Employee participates in two (2) or more cash or deferred
arrangements


                                      -25-
<PAGE>

                                                                EXHIBIT NO. 10.1

that have different Plan Years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated pursuant to Regulations under Code Section 401(k); and

                        (C) for purposes of computing ADPs, an Employee who
would be a Participant but for the failure to make Salary Deferral Contributions
shall be treated as a Participant on whose behalf no Salary Deferral
Contributions are made.

                  (ii) Average ADP. "Average ADP" means the average (expressed
as a percentage) of the ADPs for all Eligible Employees in the relevant group.

                  (iii) Excess 401(k) Contributions. "Excess 401(k)
Contributions" means with respect to any Plan Year, the excess of (A) the
aggregate amount of Employer Contributions actually taken into account in
computing the ADP of Highly Compensated Employees for such Plan Year, over (B)
the maximum amount of such Contributions permitted by the ADP test. Excess
401(k) Contributions shall be treated as Annual Additions under the Plan for the
Plan Year that such Contributions were allocated to the affected Participant's
Account.

      5.6 DISTRIBUTION OF EXCESS SALARY DEFERRALS.

            (a) Timing of Distribution and Definitions. A Participant may assign
to this Plan any Excess Salary Deferrals made during a taxable year of the
Participant by notifying the Administrator in writing of the amount of the
Excess Salary Deferrals to be assigned to the Plan on or before March 1 of the
year following the Participant's taxable year in which the Excess Salary
Deferrals were made. A Participant is deemed to notify the Administrator of any
Excess Salary Deferral Contributions that arise by taking into account only
those Salary Deferral Contributions made to this Plan and any other plans of the
Employer. Notwithstanding any other provision of the Plan, Excess Salary
Deferrals, plus any income and minus any loss allocable thereto, shall be
distributed no later than April 15 to any Participant to whose account Excess
Salary Deferrals were assigned for the preceding taxable year and who claims in
accordance with this paragraph (a) Excess Salary Deferrals for such taxable
year.

                  (i) "Salary Deferrals" shall, for purposes of this Section,
mean any Employer Contributions made to the Plan at the election of the
Participant, in lieu of cash compensation, and shall include Contributions made
pursuant to a salary reduction agreement or other deferral mechanism. With
respect to any taxable year, a Participant's Salary Deferral shall be the sum of
all Employer Contributions made on behalf of such Participant pursuant to an
election to defer under any qualified cash or deferred arrangement as described
in Code Section 401(k), any simplified employee pension cash or deferred
arrangement as described in Code Section 402(h)(1)(B), any eligible deferred
compensation plan under Code Section 457, any plan as described under Code
Section 501(c)(18), and any Employer Contributions made on the behalf of a
Participant for the purchase of an annuity contract under Code Section 403(b)
pursuant to a salary reduction agreement. Salary Deferrals shall not include any
deferrals properly distributed as excess Annual Additions.


                                      -26-
<PAGE>

                                                                EXHIBIT NO. 10.1

                  (ii) "Excess Salary Deferrals" shall, for purposes of this
Section, mean those Salary Deferrals that are includable in a Participant's
gross income under Code Section 402(g) to the extent such Participant's Salary
Deferrals for a taxable year exceed the dollar limitation under such Code
Section. For purposes of Section 5.4, Excess Salary Deferrals shall be treated
as Annual Additions under the Plan.

            (b) Determination of Earnings. Excess Salary Deferrals shall be
adjusted for any earnings through the end of the taxable year of the Participant
for which such Excess Salary Deferrals were made. Furthermore, the earnings
allocable to Excess Salary Deferrals shall be calculated by the Administrator
using any reasonable method for computing earnings allocable to Excess Salary
Deferrals, provided that the method shall not violate Code Section 401(a)(4),
shall be used consistently for all Participants and for all corrective
distributions under the Plan for the Plan Year, and shall be used by the
Administrator for allocating earnings to Participants' Accounts.

      5.7 DISCRIMINATION TESTING OF EMPLOYER MATCHING CONTRIBUTIONS.

            (a) Except as provided in paragraph (b) below, for each Plan Year,
Participant's allocations of Employer Matching Contributions for that Plan Year
shall satisfy one of the following tests:

                  (i) The Average ACP for Eligible Employees who are Highly
Compensated Employees for such Plan Year shall not exceed the prior Plan Year's
Average ACP for Eligible Employees who were Non-Highly Compensated Employees for
the prior Plan Year multiplied by one and twenty-five one-hundredths (1.25); or

                  (ii) The Average ACP for Eligible Employees who are Highly
Compensated Employees for such Plan Year shall not exceed the prior Plan Year's
Average ACP for Eligible Employees who were Non-Highly Compensated Employees for
the prior Plan Year multiplied by two (2); provided, however, that the Average
ACP for Eligible Employees who are Highly Compensated Employees does not exceed
the Average ACP for Eligible Employees who were Non-Highly Compensated Employees
for the prior Plan Year by more than two (2) percentage points 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.

      The Committee will estimate, as soon as practical before the close of the
Plan Year and at such other times as the Committee in its discretion determines,
the extent, if any, to which the foregoing tests may not be met. In accordance
with any such estimate, the Committee may modify the limits, or set initial or
interim limits, for Employer Matching Contributions relating to any Participant
or class of Participants. These rules may include provisions authorizing the
suspension or reduction above a specified dollar amount or percentage of
Compensation.

            (b) Special Rules.

                  (i) Multiple Use. If one or more Highly Compensated
Employee(s) participate in both a cash or deferred arrangement and a plan
subject to the ACP test maintained by


                                      -27-
<PAGE>

                                                                EXHIBIT NO. 10.1

the Employer and the sum of the Average ADP and Average ACP of such Highly
Compensated Employee(s) subject to either or both tests exceed(s) the Aggregate
Limit, then the Average ACP of such Highly Compensated Employee(s) who also
participate(s) in a cash or deferred arrangement shall be reduced in the manner
described in Subsection 5.5(b) so that the limit is not exceeded. The amount by
which each Highly Compensated Employee's Contribution Percentage Amount is
reduced shall be treated as an Excess Matching Contribution. The ADP and ACP of
the Highly Compensated Employees are determined after any corrections required
to meet ADP and ACP tests and are deemed to be the maximum permitted under such
tests for the Plan Year. Multiple use does not occur if either the Average ADP
or Average ACP of the Highly Compensated Employees does not exceed one and
twenty-five hundredths (1.25) multiplied by the Average ADP and Average ACP of
the Non-Highly Compensated Employees.

                  (ii) For purposes of this Section, the Contribution Percentage
for any Participant who is eligible to have Contribution Percentage Amounts
allocated to his or her account under two or more plans described in Code
Section 401(a), or arrangements described in Code Section 401(k) that are
maintained by the Employer, shall be determined as if the total of such
Contribution Percentage Amounts was made under each plan. If a Highly
Compensated Employee participates in two or more cash or deferred arrangements
that have different plan years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated pursuant to Regulations under Code Section 401(m).

                  (iii) For purposes of the ACP test, the Employer may take into
account and include as Contribution Percentage Amounts, Salary Deferral
Contributions under this Plan or any other plan of the Employer, as provided by
the Regulations. The amount of Salary Deferral Contributions made under the Plan
and taken into account as Contribution Percentage Amounts for the purposes of
calculating the Average ACP, subject to such other requirements as may be
described by the Secretary of the Treasury, shall be such Salary Deferral
Contributions as are needed to meet the ACP test; provided, however, that Salary
Deferral Contributions used in calculating the ADP test may not be used in
calculating the ACP test.

                  (iv) In the event that this Plan satisfies the requirements of
Code Section 401(m), 401(a)(4) or 410(b) only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of any such
Code Sections only if aggregated with this Plan, then this Section shall be
applied by determining the Contribution Percentage of Employees as if all such
plans were a single plan. Any adjustments to the Non-Highly Compensated Employee
Average ACP for the prior Plan Year shall be made in accordance with Internal
Revenue Service Notice 98-1 and any subsequent binding guidance or legislation.
Plans may be aggregated in order to satisfy Code Section 401(m) only if they
have the same Plan Year.

                  (v) For purposes of determining the ACP test, Employee
contributions are considered to have been made in the Plan Year in which
contributed to the Trust. Employer Matching Contributions and Qualified
Nonelective Contributions are considered made for a Plan


                                      -28-
<PAGE>

                                                                EXHIBIT NO. 10.1

Year if made no later than the end of the twelve (12)-month period beginning on
the day after the close of the Plan Year.

                  (vi) The Employer shall maintain records sufficient to
demonstrate satisfaction of the ACP test and the amount of Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, used in such test.

                  (vii) 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.

            (c) Definitions.

                  (i) Actual Contribution Percentage ("ACP"). "Actual
Contribution Percentage" or "ACP" means:

                        (A) with respect to each Eligible Employee, a
percentage, calculated as the sum of the amount of (1) Employer Matching
Contributions, but not Qualified Matching Contributions taken into account for
the ADP test; and (2) Qualified Nonelective Contributions, made on behalf of
such Eligible Employee for the Plan Year (and allocated for purposes of the ACP
test), divided by such Employee's Compensation for that Plan Year.

                        (B) if (1) an Eligible Employee makes no Salary Deferral
Contributions, and as a result, no Employer Matching Contributions are made on
behalf of such Eligible Employee for the Plan Year; and (2) no Qualified
Nonelective Contributions are taken into account with respect to the Employee,
then the ACP of the Employee shall be zero (0).

                  (ii) Aggregate Limit. "Aggregate Limit" means the sum of (A)
one hundred twenty-five percent (125%) of the greater of the Average ADP of the
Non-Highly Compensated Employees for the prior Plan Year or the Average ACP of
Non-Highly Compensated Employees under the Plan subject to Code Section 401(m)
for the Plan Year beginning with or within the prior Plan Year of the cash or
deferred arrangement, and (B) the lesser of two hundred percent (200%) or two
(2) plus the lesser of such Average ADP or Average ACP. "Lesser" is substituted
for "greater" in "(A)", above, and "greater" is substituted for "lesser" after
"two (2) plus the" in "(B)" if it would result in a larger Aggregate Limit.

                  (iii) Average ACP. "Average ACP" means the average of the ACPs
of the Eligible Participants in a group.

                  (iv) Contribution Percentage. "Contribution Percentage" means
the ratio (expressed as a percentage) of the Participant's Contribution
Percentage Amounts to the Participant's Compensation for the Plan Year.

                  (v) Contribution Percentage Amounts. "Contribution Percentage
Amounts" means the sum of the Employer Matching Contributions and Qualified
Matching


                                      -29-
<PAGE>

                                                                EXHIBIT NO. 10.1

Contributions (to the extent not taken into account for purposes of the ADP
test) made under the Plan on behalf of the Participant for the Plan Year. Such
Contribution Percentage Amounts shall not include Employer Matching
Contributions that are forfeited either to correct Excess Matching Contributions
or because the Contributions to which they relate are Excess Salary Deferral
Contributions, Excess 401(k) Contributions or Excess Matching Contributions. The
Employer may elect to include Qualified Nonelective Contributions in the
Contribution Percentage Amounts. The Employer may also elect to include Salary
Deferral Contributions in the Contribution Percentage Amounts as long as such
Salary Deferral Contributions are not necessary to meet the ADP test either
prior to or following the exclusion of those Salary Deferral Contributions that
are used to meet the ACP test.

                  (vi) Eligible Participant. "Eligible Participant" means any
Employee who is eligible to make an Employee contribution, or any Elective
Deferral (if the Employer takes such Contributions into account in the
calculation of the Contribution Percentage), or to receive Employer Matching
Contributions (including forfeitures) or Qualified Matching Contributions. If an
Employee contribution is required as a condition of participation in the Plan,
any Employee who would be a Participant in the Plan if such Employee made such a
contribution shall be treated as an eligible Participant on behalf of whom no
Employee contributions are made.

                  (vii) Employee Contribution. "Employee Contribution" means any
contribution made to the Plan by or on behalf of a Participant that is included
in the Participant's gross income in the year in which made and that is
maintained under a separate account to which earnings and losses are allocated.

                  (viii) Excess Matching Contributions. "Excess Matching
Contributions" means with respect to any Plan Year, the excess of (A) the
aggregate amount of Employer Contributions actually taken into account in
computing the Average ACP of Highly Compensated Employees for such Plan Year,
over (B) the maximum amount of such Contributions permitted by the ACP test.

      5.8 CORRECTIVE PROCEDURE FOR DISCRIMINATORY MATCHING CONTRIBUTIONS.

            (a) The Administrator shall have the power, in its sole discretion,
to take any and all steps it deems necessary or appropriate to ensure compliance
with those limitations, including, without limitation:

                  (i) pursuant to paragraph (c) below, distributing vested
Excess Matching Contributions to Highly Compensated Employees who received such
allocations;

                  (ii) treating as amounts to be reallocated pursuant to
paragraph (d) below, the portion of Excess Matching Contributions which consist
of unvested allocations of Employer Matching Contributions to the Employer
Matching Contributions Accounts of Highly Compensated Employees; and


                                      -30-
<PAGE>

                                                                EXHIBIT NO. 10.1

                  (iii) limiting the amount of Employer Matching Contributions
allocated to the Employer Matching Contributions Accounts of Highly Compensated
Employees.

            (b) Notwithstanding any other provisions in this Plan, if, pursuant
to paragraph (a)(i) or (ii) above, the Administrator elects to distribute or
reallocate Excess Matching Contributions (adjusted for earnings), the
Administrator shall take such action(s) (i) on or before the date which falls
two and one-half (2 1/2) months after the last day of the Plan Year for which
such Excess Matching Contributions were made, if the Employer wishes to avoid
liability for the Federal excise tax (currently, equal to ten percent (10%) of
undistributed and unreallocated Excess Matching Contributions) and state excise
tax, if applicable, which will be imposed on Excess Matching Contributions
distributed or reallocated after such date, and (ii) in any event, before the
last day of the Plan Year next following the Plan Year for which such
Contributions were made.

            (c) Determination of Amount of Excess Matching Contributions. The
amount of Excess Matching Contributions for Highly Compensated Employees for a
Plan Year shall be determined by the following method, to enable the Plan to
satisfy the ACP test:

                  (i) The allocations of Employer Matching Contributions of the
Highly Compensated Employee with the highest Contribution Percentage shall be
reduced, as necessary, until such Employee's Contribution Percentage equals
those of the Highly Compensated Employee(s) with the second highest Contribution
Percentage(s).

                  (ii) Following the application of paragraph (i), if it is
still necessary to reduce Highly Compensated Employees' allocations of Employer
Matching Contributions, then the Contributions of Highly Compensated Employees
with the highest and second highest Contribution Percentages shall be reduced,
as necessary, until each affected Employee's Contribution Percentage equals that
(those) of the Highly Compensated Employee(s) with the third highest
Contribution Percentage(s).

                  (iii) Following the application of paragraph (ii), if it is
still necessary to reduce Highly Compensated Employees' allocations of Employer
Matching Contributions, then the procedure, the beginning of which is described
in paragraphs (i) and (ii), shall continue until no further reductions are
necessary.

                  (iv) Amounts determined pursuant to paragraphs (i) through
(iii) shall be combined. The resulting sum shall be the Excess Matching
Contributions, and the portion of the total to be allocated to each affected
Highly Compensated Employee shall be determined pursuant to paragraph (d) below.

            (d) Allocation of Excess Matching Contributions. The amount of
Excess Matching Contributions to be allocated to a Highly Compensated Employee
for a Plan Year shall be determined by the following method to enable the Plan
to satisfy the ACP test:

                  (i) The allocations of Employer Matching Contributions of the
Highly Compensated Employee(s) with the highest dollar amount of Employer
Matching Contributions


                                      -31-
<PAGE>

                                                                EXHIBIT NO. 10.1

shall be reduced, as necessary, until either such Employee's dollar amount of
Employer Matching Contributions equals those of the Highly Compensated
Employee(s) with the second highest dollar amount of Employer Matching
Contributions or until no unallocated Excess Matching Contributions remain.

                  (ii) Following the application of paragraph (i), if
unallocated Excess Matching Contributions remain, Employer Matching
Contributions of Highly Compensated Employees with the highest and second
highest dollar amount of Employer Matching Contributions shall be reduced, as
necessary, until either each affected Employee's dollar amount of Employer
Matching Contributions equals that (those) of the Highly Compensated Employee(s)
with the third highest dollar amount of Employer Matching Contributions, or
until no unallocated Excess Matching Contributions remain.

                  (iii) Following the application of paragraph (ii), if
unallocated Excess Matching Contributions remain, the procedure, the beginning
of which is outlined in paragraphs (i) and (ii), shall continue until no further
reductions are necessary.

                  (iv) Excess Matching Contributions in an amount equal to the
reductions of Employer Matching Contributions determined in paragraphs (i)
through (iii) above with respect to a Highly Compensated Employee shall be
allocated to that Highly Compensated Employee and, as determined by the
Administrator, distributed pursuant to paragraph (e) below.

            (e) Distribution of Excess Matching Contributions. After the
procedure outlined in paragraph (d) is completed, all amounts of Excess Matching
Contributions shall be distributed to the respective Highly Compensated
Employees to whose Accounts the Excess Matching Contributions were made.

            (f) Adjustment for Earnings. After the Administrator has determined
the aggregate amount and character, of Excess Matching Contributions to be
distributed to a given Highly Compensated Employee, the amount to be distributed
shall be adjusted to reflect earnings. The earnings to be distributed shall be
calculated by the Administrator using any reasonable method for computing
earnings allocable to Excess Matching Contributions; provided, however, that the
method shall not violate Code Section 401(a)(4), shall be used consistently for
all Participants and for all corrective distributions under the Plan for the
Plan Year, and shall be used by the Administrator for allocating earnings to
Participants' Accounts.

            (g) Special Rule. Any amount distributed to a Highly Compensated
Employee pursuant to this Section shall not be subject to any of the consent
rules for Participants and Spouses contained in Article VI or any Appendix.
Similarly, any such distribution shall not make the Employee liable for the
Federal taxes applicable to early withdrawals under Code Section 72(t) or excess
distributions under Code Section 4981A.

            (h) The Committee will not be liable to any Participant (or his
Beneficiary, if applicable) for any losses caused by inaccurately estimating or
calculating the amount of any Participant's excess Employer Matching
Contributions and earnings attributable thereto.


                                      -32-
<PAGE>

                                                                EXHIBIT NO. 10.1

                                   ARTICLE VI

                      VESTING AND DISTRIBUTION OF ACCOUNTS

      6.1 VESTED INTEREST.

            (a) A Participant's interest in his or her Salary Deferral
Contributions Account, Qualified Matching Contributions Account, Qualified
Nonelective Contributions Account and Rollover Account under this Plan shall be
at all times fully vested and nonforfeitable. A Participant's interest in his or
her Employer Matching Contributions Account shall be fully vested and
nonforfeitable at the Participant's Normal Retirement Date (if he is an Employee
at that time), on the death or Disability (in either case, if he is an Employee
at that time), upon termination of the Plan, and otherwise only to the following
extent:

                  (i) Except as specified in one or more of the Appendices, if a
Participant's initial date of hire with the Company is prior to February 1,
1986, the Participant's interest in his or her Matching Contributions Account
shall be 100% vested at all times.

                  (ii) Except as specified in one or more of the Appendices, if
a Participant's initial date of hire with the Company is after January 31, 1986
and before December 1, 1988 or the Participant is an Employee at any time on or
after January 1, 2001, the Participant's interest in his or her Matching
Contributions Account shall be subject to the following vesting Schedule:

<TABLE>
<CAPTION>
                         Years of Service                      Vested Percentage
                         ----------------                      -----------------
<S>                                                            <C>
                         Less than 1 year                               0%
                         1 year but less than 2 years                  20%
                         2 years but less than 3 years                 40%
                         3 years but less than 4 years                 60%
                         4 years but less than 5 years                 80%
                         5 years or more                              100%
</TABLE>

                  (iii) Except as specified in one or more of the Appendices, if
a Participant's initial date of hire with the Company is after November 30, 1988
and the Participant is not an Employee at any time on or after January 1, 2001,
the Participant's interest in his or her Matching Contributions Account shall be
subject to the following vesting Schedule:

<TABLE>
<CAPTION>
                         Years of Service                      Vested Percentage
                         ----------------                      -----------------
<S>                                                            <C>
                         Less than 1 year                               0%
                         1 year but less than 2 years                  10%
                         2 years but less than 3 years                 20%
                         3 years but less than 4 years                 30%
                         4 years but less than 5 years                 40%
                         5 years but less than 6 years                 60%
                         6 years but less than 7 years                 80%
                         7 years or more                              100%
</TABLE>


                                      -33-
<PAGE>

                                                                EXHIBIT NO. 10.1

            (b) Except as provided in Section 6.2, in the case of an Employee
who has a Break in Service, both the pre-break and post-break Years of Service
will count in vesting both the pre-break and post-break Employer derived Account
balance.

            (c) If the Plan is amended in any way that directly or indirectly
reduces a Participant's nonforfeitable percentage, or if the Plan is deemed
amended by an automatic change to a Top-Heavy vesting schedule, each Participant
(i) who has completed three (3) Years of Service with the Employer and (ii)
whose Account(s) would have vested more rapidly prior to the amendment, may
irrevocably elect during the election period to have the nonforfeitable
percentage of his or her Accounts calculated without regard to such amendment.
For purposes of this Section, the election period shall begin the date the
amendment is adopted, and shall end on the date sixty (60) days after the later
of (i) the date the amendment is adopted, (ii) the date the amendment becomes
effective, or (iii) the date the Participant is issued written notice of the
amendment by the Employer or the Administrator.

      6.2 FORFEITURES.

            (a) Following the Participant's Severance Date, the nonvested
portion of the Participant's Account balance shall be treated as a forfeiture as
of the date on which the distribution occurs. For purposes of this Section, if
the value of a Participant's vested Account balance is zero (0), then the
Participant shall be deemed to have received a distribution of such vested
Account balance.

            (b) If a Participant receives a distribution in accordance with the
requirements of Section 6.6 and then resumes employment with the Company or a
Participating Employer, then the Participant's Employer Matching Contributions
Account balance shall be restored to the amount on the date of distribution;
provided, however, the Participant repays to the Plan the full amount of the
distribution before the earlier of five (5) years after the Participant's
Reemployment Commencement Date, or the date the Participant incurs five (5)
consecutive one (1)-year Breaks in Service following the date of the
distribution. If a Participant is deemed to receive a distribution of zero
dollars pursuant to paragraph (a) above, and the Participant resumes employment
covered under this Plan before the date the Participant incurs five (5)
consecutive one (1)-year Breaks in Service, then, upon the Participant's
Reemployment Commencement Date, the Account balance of the Participant shall be
restored to the amount on the date of such deemed distribution.

            (c) Any amounts forfeited pursuant to this Section, Section 5.4 or
Section 5.8 shall be applied first, to restore accounts pursuant to paragraph
(b) above, second to reduce the Employer's Employer Matching Contributions, and
third, to pay administrative expenses under the Plan.

      6.3 NORMAL RETIREMENT.

      A Participant may retire as of any day on or after his or her Normal
Retirement Date. In such event, the Participant's Accounts shall be distributed
in accordance with Sections 6.6 through 6.8 or, if applicable, the Appendices.


                                      -34-
<PAGE>

                                                                EXHIBIT NO. 10.1

      6.4 DEATH BENEFITS.

      If a Participant or former Participant dies before the entire vested
balance of his or her Accounts has been distributed (whether or not the
Participant has elected to commence benefits), then the vested balance in his or
her Accounts shall be paid to the Participant's Beneficiary in accordance with
Sections 6.6 through 6.8 or, if applicable, the Appendices.

      6.5 TERMINATION OF EMPLOYMENT.

      Following a Participant's Severance Date for reasons other than retirement
on or after his or her Normal Retirement Date or death, the vested balance of
the Participant's Accounts shall be distributed in accordance with Sections 6.6
through 6.8 or, if applicable, the Appendices.

      6.6 COMMENCEMENT OF DISTRIBUTION.

            (a) Subject to Sections 6.7 through 6.9 below and any applicable
Appendices, following a Participant's Severance Date, the vested portion of the
Participant's Accounts shall be distributed at a date designated by the
Administrator, which designation (except as provided below) shall be determined
in accordance with the Administrator's customary procedures.

            (b) Effective for distributions made on or after March 22, 1999, if
the Participant's vested Account balance does not exceed Five Thousand Dollars
($5,000) at the time of the distribution, then the Participant shall receive a
lump sum distribution of the entire vested portion of such Account balance and
the nonvested portion shall be treated as a forfeiture.

            (c) Effective for distributions made on or after March 22, 1999, if
the Participant's vested Account balance exceeds Five Thousand Dollars ($5,000)
at the time of distribution, then the Participant, (or if the Participant is
deceased, the Participant's Spouse if the Spouse is the Beneficiary) must
consent prior to the distribution being made.

                  (i) Such consent shall be in writing (or pursuant to
      electronic media as set forth in Section 9.7) and must be made within the
      ninety (90)-day period ending on the distribution. If the Participant or,
      if applicable, the Participant's Spouse, does not consent to the
      distribution, the Participant's vested Account balance shall be held in
      the Trust Fund until the date the Participant (or Spouse, if applicable)
      later consents, the Required Beginning Date or the death of the
      Participant (if there is a non-spousal Beneficiary).

                  (ii) If a Participant's consent to a distribution is required
      hereunder, then at least thirty (30) days and not more than ninety (90)
      days prior to the distribution the Administrator shall provide the
      Participant (or, if applicable, the Participant's Spouse) with a notice of
      the right to elect immediate distribution or the right to defer
      distribution until the Participant's Normal Retirement Date. However, if a
      distribution is one for which Code Sections 401(a)(11) and 417 do not
      apply, such distribution may commence less than thirty (30) days after the
      notice required under Regulation Section 1.411(a)-11(c) is given, provided
      that: (1) the Administrator clearly informs the Participant that the
      Participant has a right to


                                      -35-
<PAGE>

                                                                EXHIBIT NO. 10.1

      a period of at least thirty (30) days after receiving the notice to
      consider the decision of whether or not to elect a distribution (and, if
      applicable, a particular distribution option); and (2) the Participant,
      after receiving the notice, affirmatively elects a distribution and waives
      the thirty (30)-day period by written notice.

                  (iii) No consent is required to distribute a death benefit to
      a non-spousal Beneficiary. If the Participant dies before distribution has
      commenced and there is a non-spousal beneficiary, such benefits shall be
      distributed upon such Beneficiary's election, but not later than the date
      set forth in Section 6.9(a)(iii).

            (d) Unless the Participant elects otherwise by providing the
Administrator with an executed written notice specifying the Participant's
benefit under the Plan and the commencement date for distribution of the
Participant's Accounts, then distributions to a Participant shall commence no
later than sixty (60) days following the close of the Plan Year in which occurs
the latest of:

                  (i) the date the Participant attains his or her Normal
Retirement Date;

                  (ii) the tenth (10th) anniversary of the date on which the
Participant first commences participation in the Plan; or

                  (iii) the Participant's Severance Date.

      Notwithstanding the foregoing, the failure of a Participant (and, where
applicable, the Participant's Spouse) to consent to a distribution while a
benefit is immediately distributable within the meaning of this Section, shall
be deemed to be an election to defer commencement of payment of any benefit.

            (e) Notwithstanding the foregoing, neither the consent of the
Participant nor the Participant's Spouse shall be required to the extent that a
distribution is required to satisfy Code Section 401(a)(9) or 415. In addition,
upon termination of this Plan, to the extent the Plan does not offer an annuity
option (purchased from a commercial provider) and if the Employer or any entity
within the same controlled group as the Employer does not maintain another
defined contribution plan (other than an employee stock ownership plan as
defined in Code Section 4975(e)(7)), then the Participant's Account balance
shall, without the Participant's consent, be distributed to the Participant.
However, if any entity within the same controlled group as the Employer
maintains another defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)), then the Participant's
Account balance shall be transferred, without the Participant's consent, to the
other plan if the Participant does not consent to an immediate distribution.

            (f) Notwithstanding anything to the contrary herein, the balance in
each Participant's Accounts shall begin to be distributed not later than the
Participant's Required Beginning Date regardless of whether the Participant has
consented to such a distribution.


                                      -36-
<PAGE>

                                                                EXHIBIT NO. 10.1

            (g) Notwithstanding any provision of the Plan to the contrary, no
distribution to a Participant shall be permitted in connection with a
termination of employment if Section 401(k) of the Code prohibits a distribution
of Salary Deferral Contributions. See also Section 8.3. In addition, no
distribution shall be made to a Participant in connection with a termination of
employment due to some type of corporate transaction if the Participant's
Accounts are transferred to a tax-qualified plan of the acquiring entity. If a
distribution is prohibited by either of the foregoing rules, the Participant
shall not be treated as having a Severance Date.

      6.7 DIRECT ROLLOVERS AND WITHHOLDING.

            (a) General Rule. If the Distributee of any Eligible Rollover
Distribution elects to have the Eligible Rollover Distribution paid directly to
an Eligible Retirement Plan, and specifies the Eligible Retirement Plan to which
the Eligible Rollover Distribution is to be paid, then the Eligible Rollover
Distribution will be paid to that Eligible Retirement Plan in a Direct Rollover.

            (b) Definitions.

                  (i) Direct Rollover. "Direct Rollover" means an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan for the
benefit of a Distributee.

                  (ii) Distributee. "Distributee" means an Employee, Surviving
Spouse of a deceased Employee, or a Spouse entitled to payment under a Qualified
Domestic Relations Order.

                  (iii) Eligible Retirement Plan. "Eligible Retirement Plan"
means:

                        (A) with respect to any Distributee, an individual
retirement account described in Code Section 408(a) or an individual retirement
annuity (other than an endowment contract) described in Code Section 408(b); or

                        (B) in addition to paragraph (A) and solely with respect
to a Distributee who is an Employee or a Spouse or former Spouse of an Employee
who is a Participant, or a Spouse entitled to payment under a Qualified Domestic
Relations Order, a qualified trust described in Code Section 401(a) or an
annuity plan described in Code Section 403(a).

                  (iv) Eligible Rollover Distribution. "Eligible Rollover
Distribution" means any distribution of all or any portion of the balance to the
credit of the Distributee, except that an Eligible Rollover Distribution shall
not include: (A) any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint life expectancies)
of the Distributee and the Distributee's designated Beneficiary, or for a
specified period of ten (10) years or more; (B) any distribution to the extent
such distribution is required under Code Section 401(a)(9); (C) any distribution
made on account of hardship as specified in Section 6.12; and (D) the portion of
any distribution that is not includable in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to Employer
securities).


                                      -37-
<PAGE>

                                                                EXHIBIT NO. 10.1

            (c) Withholding. If a Participant does not elect to have an Eligible
Rollover Distribution transferred directly to an Eligible Retirement Plan, or in
the case of any distribution which is not an Eligible Rollover Distribution, the
Trustee shall deduct the required withholding.

      6.8 FORM OF BENEFIT.

      Unless otherwise specified in one or more of the Appendices, benefits
shall be paid to the Participant or the Participant's Beneficiary in the form of
a single lump sum. Except as provided in the Appendices attached hereto,
distributions shall be in the form of cash and, to the extent the Participant's
Account is invested in Company Stock at the time of distribution, whole shares
of Company Stock, with any fractional shares distributed in the form of cash.
However, the Participant may elect an all cash distribution, in which case the
Company Stock in his Account shall be sold and the net proceeds shall be
distributed in cash.

      6.9 MINIMUM DISTRIBUTION REQUIREMENTS.

            (a) General Rules.

                  (i) Subject to any applicable Appendices, the requirements of
this Section shall apply to any distribution of a Participant's interest and
will take precedence over any inconsistent provision of this Plan.

                  (ii) All distributions required under this Section shall be
determined and made in accordance with the proposed Regulations under Code
Section 401(a)(9), including the minimum distribution incidental benefit
requirement of proposed Regulation Section 1.401(a)(9)-2.

                  (iii) If the Participant dies before distribution of his or
her interest begins and the Beneficiary is not the spouse of the Participant,
distribution of the Participant's entire interest shall be completed by December
31st of the calendar year containing the fifth (5th) anniversary of the
Participant's death. If the Beneficiary is the Participant's spouse, then
subsection (b) shall apply.

            (b) Required Beginning Date. The entire interest of a Participant
shall be distributed no later than the Participant's Required Beginning Date
regardless of whether the Participant specified a contrary commencement date.

            (c) Distributions. Required distributions shall be made in a
single-sum.

            (d) Definitions.

                  (i) Five Percent Owner. "Five Percent Owner" means a
Participant who, for purposes of this Section, is a five percent owner as
defined in Code Section 416(i) (determined in accordance with Code Section 416
but without regard to whether the Plan is Top-Heavy) at any time during the Plan
Year ending with or within the calendar year in which such Participant attains
age sixty-six and one-half (66 1/2) or any subsequent Plan Year.


                                      -38-
<PAGE>

                                                                EXHIBIT NO. 10.1

                  (ii) Required Beginning Date. "Required Beginning Date" means:

                        (A) for Five Percent Owners. The first day of April
following the later of:

                              (1) the calendar year in which the Participant
attains age seventy and one-half (70 1/2), or

                              (2) the earlier of the calendar year with or
within which ends the Plan Year in which the Participant becomes a Five Percent
Owner, or the calendar year in which the Participant's Severance Date occurs.

                        Once begun, distributions to a Five Percent Owner under
this Section must continue to be distributed, even if the Participant ceases to
be a Five Percent Owner in a subsequent year.

                        (B) for Non-Five Percent Owners.

                              (1) Participants who are not Five Percent Owners,
but who attain age seventy and one-half (70 1/2) prior to January 1, 1996. The
first day of April of the calendar year following the calendar year in which the
Participant attains age seventy and one-half (70 1/2).

                              (2) Participants who are not Five Percent Owners
and who attain age seventy and one-half (70 1/2) between January 1, 1996 and
December 31, 1998. The first day of April of the calendar year following the
calendar year in which the Participant attains age seventy and one-half (70
1/2); provided, however, that an Employee whose Severance Date has not occurred
may irrevocably elect, in writing, to defer distribution until that Employee's
Severance Date.

                              (3) Participants who are not Five Percent Owners
and who attain age seventy and one-half (70 1/2) after December 31, 1998. The
first day of April of the calendar year following the calendar year in which the
later of attainment of age seventy and one-half (70 1/2) or the Participant's
Severance Date occurs.

      6.10 PERSONS UNDER INCAPACITY.

      In the event any amount is payable under the Plan to a person for whom a
conservator has been legally appointed, the payment shall be distributed to the
duly appointed and currently acting conservator, without any duty on the part of
the Committee to supervise or inquire into the application of any funds so paid.
Payment to the legal conservator shall fully discharge the Trustee,
Administrator and Plan from further liability on account thereof. See also the
definition of Beneficiary regarding payment to minors.


                                      -39-
<PAGE>

                                                                EXHIBIT NO. 10.1

      6.11 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.

      If a Participant or Beneficiary who is entitled to a distribution cannot
be located and the Administrator has made reasonable efforts to locate the
Participant or Beneficiary, then the Participant's or Beneficiary's interest
shall be forfeited and used: first, to restore any amounts previously forfeited
under this Section; second, to pay administrative expenses of the Plan for the
Plan Year in which the forfeiture occurs; and third, to offset the Employer's
obligation to make Employer Matching Contributions for the Plan Year in which
the forfeiture occurs. If the Participant or Beneficiary makes a written claim
for the Account(s) subsequent to the forfeiture, then the Employer shall cause
the Account(s) to be reinstated from forfeitures.

      6.12 HARDSHIP DISTRIBUTION.

            (a) Upon hardship of a Participant, the Trustee shall, at the
direction of the Administrator, make a distribution from the Participant's
Salary Deferral Contributions Account (not including earnings). A Participant
shall be entitled to a hardship distribution only if the distribution is both
(i) made on account of an immediate and heavy financial need of the Participant
(as defined in paragraph (b)), and (ii) is necessary to satisfy such financial
need (as defined in paragraph (c)). The Participant shall furnish the
Administrator with satisfactory proof that the hardship distribution meets the
requirements of paragraphs (b) and (c).

            (b) An immediate and heavy financial need shall be deemed to include
any one or more of the following:

                  (i) expenses incurred or necessary for medical care described
in Code Section 213(d) for the Participant, his or her Spouse, or any dependents
of the Participant (as defined in Code Section 152);

                  (ii) costs (excluding mortgage payments) relating to the
purchase of a principal residence for the Participant;

                  (iii) payment of tuition and related educational fees for the
next twelve (12) months of post-secondary education for the Participant, his or
her Spouse, children, or dependents; or

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

            In no event may the hardship distribution exceed the amount
necessary to satisfy the financial obligations resulting from the hardship, plus
any Federal, state or local income taxes and penalties reasonably anticipated to
result from such hardship distribution.

            (c) A distribution will be considered as necessary to satisfy an
immediate and heavy financial need of the Participant if the Administrator
relies on the Participant's representation that the need cannot be relieved:


                                      -40-
<PAGE>

                                                                EXHIBIT NO. 10.1

                  (i) through reimbursement or compensation by insurance or
otherwise;

                  (ii) by reasonable liquidation of the Participant's assets, to
the extent such liquidation would not itself increase the amount of the need;

                  (iii) by cessation of Salary Deferral Contributions under the
Plan; or

                  (iv) by other distributions or loans from the Plan or any
other tax-qualified retirement plan, or by borrowing from commercial sources on
reasonable commercial terms, to the extent such amounts would not themselves
increase the amount of the need.

            (d) If required in accordance with one or more of the Appendices, a
Participant shall obtain the consent of his or her Spouse, if any, to receive a
hardship distribution. Spousal consent shall be obtained no earlier than the
beginning of the ninety (90)-day period that ends on the date on which the
hardship distribution is to be made. The consent must be in writing, acknowledge
the effect of the distribution, and be witnessed by a Plan representative or
notary public.

      6.13 LOANS.

            (a) The Administrator may authorize a loan or loans to currently
employed Participants, or parties in interest (as defined in ERISA Section
3(14)) who are Participants or Beneficiaries, provided that:

                  (i) such loans are available to all such Participants and
Beneficiaries on a reasonably equivalent basis;

                  (ii) such loans are not made available to Highly Compensated
Employees, officers or shareholders in an amount greater than the amount made
available to other Employees;

                  (iii) such loans bear a reasonable rate of interest;

                  (iv) such loans are adequately secured; and

                  (v) a Participant's or Beneficiary's aggregate outstanding
loans shall not exceed the lesser of fifty percent (50%) of the present value of
the Participant's or Beneficiary's vested Account balances or the maximum
permitted by Section 72(p) of the Code.

            (b) If required in accordance with one or more of the Appendices to
the Plan, a Participant shall obtain the consent of his or her Spouse, if any,
to use of the Account balance as security for the loan. Spousal consent shall be
obtained no earlier than the beginning of the ninety (90) day period that ends
on the date on which the loan is to be so secured. The consent must be in
writing, acknowledge the effect of the loan, and be witnessed by a Plan
representative or notary public. Such consent shall thereafter be binding with
respect to the consenting Spouse or any subsequent Spouse with respect to that
loan. A new consent shall be required if the Account balance is used for
renegotiation, extension, renewal, or other revision of the loan.


                                      -41-
<PAGE>

                                                                EXHIBIT NO. 10.1

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

            (d) Notwithstanding any other provision of this Plan, the portion of
the Participant's vested Account balance used as a security interest held by the
Plan by reason of a loan outstanding to the Participant shall be taken into
account for purposes of determining the amount of the Account balance payable at
the time of distribution, but only if the reduction is used as repayment of the
loan. If less than one hundred percent (100%) of the Participant's vested
Account balance (determined without regard to the preceding sentence) is payable
to the Surviving Spouse, then the Account balance shall be adjusted by first
reducing the vested Account balance by the amount of the security used as
repayment of the loan, and then determining the benefit payable to the Surviving
Spouse.

            (e) All such loans shall be available without regard to any
individual's race, color, religion, sex, age or national origin. All such loans
shall further be subject to ERISA, the Code, the regulations and rulings under
ERISA and the Code, and to such terms and conditions not inconsistent therewith
(and subject to this Section) as determined by the Administrator.

            (f) The Administrator shall adopt written policies and guidelines
which establish and detail the terms of Plan loans hereunder, and which shall be
deemed a part of this Plan. Such policies and guidelines may be amended by the
Administrator from time to time, in its sole and absolute discretion and in
accordance with its customary procedures.

      6.14 WITHDRAWALS AT AGE FIFTY-NINE AND ONE-HALF (59 1/2).

            (a) A Participant may withdraw all or a part of the vested portion
of his or her Accounts at any time subsequent to attainment of age fifty-nine
and one-half (59 1/2), provided, however, that if required in accordance with
one or more of the Appendices, the Participant shall obtain the consent of his
or her Spouse, if any, for amounts withdrawn from the vested portion of the
Participant's Account. If required, Spousal consent shall be obtained no earlier
than the beginning of the ninety (90) day period that ends on the date on which
the withdrawal is to be made. The consent must be made in writing, acknowledge
the effect of the withdrawal, and be witnessed by a Plan representative or
notary public.

            (b) If a Participant receives a distribution under this Section from
his or her partially vested Employer Matching Contributions Account, at any
relevant time following the distribution, the Participant's vested interest in
his or her Employer Matching Contributions Account shall be calculated in
accordance with the following formula: X = P (AB + D) - D.

                  For purposes of this formula, "P" is the Participant's current
vesting percentage at the relevant time, "AB" is the value of the Participant's
Employer Matching Contributions Account at the relevant time, and "D" is the
amount of the distribution.


                                      -42-
<PAGE>

                                                                EXHIBIT NO. 10.1

      6.15 WITHDRAWALS FROM ROLLOVER ACCOUNTS.

      A Participant may withdraw all or a part of his or her Rollover Account.


                                      -43-
<PAGE>

                                                                EXHIBIT NO. 10.1

                                  ARTICLE VII

                                 ADMINISTRATION

      7.1 POWERS OF THE ADMINISTRATOR.

            (a) The Administrator shall file all reports and distribute to
Participants and Beneficiaries reports and other information required under
ERISA.

            (b) In addition to the powers of the Administrator specified
elsewhere in the Plan, the Administrator shall be responsible for the general
administration and interpretation of the Plan and for carrying out its
provisions and shall have such powers as may be necessary to discharge its
duties hereunder, including, but not by way of limitation, the following powers
and duties:

                  (i) full and complete discretionary authority to construe and
interpret the terms of the Plan, make factual determinations, and to determine
eligibility and the amount, manner and time of payment of any benefits
hereunder;

                  (ii) to monitor the Plan's compliance with the limitations of
Sections 5.4, 5.5 and 5.7 throughout the Plan Year. The Administrator shall
maintain such records as it deems necessary to demonstrate compliance with these
Sections;

                  (iii) to prescribe procedures to be followed by Employees in
filing applications for benefits;

                  (iv) to make a determination as to the right of any person to
a benefit and to afford any person dissatisfied with such determination the
right to a hearing;

                  (v) to request and receive from Employees such information as
necessary for the proper administration of the Plan, including but not limited
to, such information as the Administrator may reasonably require to determine
each Participant's eligibility to participate in the Plan and the benefits
payable to each Participant upon his or her death, retirement, disability or
termination of employment;

                  (vi) to prepare and distribute, in such manner as it
determines to be appropriate, explanations of the terms and conditions of the
Plan; and

                  (vii) to direct the Trustee as to the method in which, and
persons to whom, Plan assets shall be distributed.

            (c) The Administrator shall have sole and absolute discretion to
construe and interpret the terms and provisions of this Plan and any issue
arising out of, relating to, or resulting from the administration and operation
of the Plan and to make factual determinations, which interpretation,
construction or determination shall be final and binding on all parties,
including, but


                                      -44-
<PAGE>

                                                                EXHIBIT NO. 10.1

not limited to, the Employer and any Participant or Beneficiary or their
successors and assigns, except as otherwise required by law. When making a
determination or calculation, the Administrator shall be entitled to rely upon
information furnished by the Employer or anyone acting on behalf of the
Employer.

            (d) The Administrator shall have the power to (i) establish a
funding and investment policy; (ii) select additional or alternative investment
funds or vehicles; (iii) receive and review reports on the financial condition
of the Trust Fund and statements of the receipts and disbursements of the Trust
Fund from the Trustee; and (iv) appoint or employ one or more Investment
Managers (as defined in ERISA Section 3(38)) to manage all or any part of the
assets of the Plan for which the Administrator has investment discretion.

      7.2 PLAN COMMITTEE.

      (a) The Administrator has established a committee (the "Committee") to
discharge the duties of the Administrator under the Plan. An individual may be a
member of the Committee regardless of whether such individual is or may be a
Participant in the Plan. The Administrator or its delegate may, in its sole and
absolute discretion, change the composition of the Committee (including, without
limitation, the number of members of the Committee) from time to time. The
Committee and each of its members shall be indemnified by the Employer to the
extent set forth in Section 15.2.

      (b) The Committee is authorized at the expense of the Company to employ
such legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. Expenses and fees in connection with the administration of the
Plan and the Trust shall be paid from the Trust assets to the fullest extent
permitted by law, unless the Company determines otherwise. The Committee shall
have the authority to delegate any authority and duty hereunder to such other
person or persons as determined by the Committee, and each reference hereunder
to the Committee includes such delegates. Formal action by the Committee is not
required to accomplish such delegation.

      7.3 DOMESTIC RELATIONS ORDERS.

            (a) Notification. Upon receipt of a Domestic Relations Order, the
Administrator shall promptly notify the affected Participant and each Alternate
Payee of the receipt of such order and the procedures established by the
Administrator for determining whether such Order satisfies the requirements for
recognition as a Qualified Domestic Relations Order. Such notice shall also
advise each Alternate Payee of his or her right to designate a representative to
receive communications from the Administrator concerning the disposition of the
Domestic Relations Order. Within a reasonable time after providing such
notification, the Administrator shall, pursuant to such procedures, determine
whether or not the Order is a Qualified Domestic Relations Order and shall
notify the Participant and each Alternate Payee (or his or her representative)
of such determination.


                                      -45-
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                                                                EXHIBIT NO. 10.1

            (b) Procedures. The Administrator shall establish reasonable
procedures for determining the qualified status of Domestic Relations Orders and
for effecting distributions pursuant to all such Orders which are determined to
be Qualified Domestic Relations Orders.

            (c) Payment.

                  (i) During the period in which the qualified status of a
Domestic Relations Order is pending, the Administrator shall defer the payment
of all Plan benefits affecting the Participant which are in dispute and shall
separately account for all amounts which would otherwise be payable to the
Alternate Payee (the "Segregated Amounts") during such period were the Order
determined to be a Qualified Domestic Relations Order.

                  (ii) If the Administrator determines, within eighteen (18)
months after the date the first payment to the Alternate Payee would otherwise
be required pursuant to the terms of the Order, that such Order is a Qualified
Domestic Relations Order, then the Administrator shall establish an Account to
hold the Segregated Amounts (including any earnings thereon) on behalf of such
Alternate Payee and such Alternate Payee shall then be treated as a Participant
for purposes of such Account. To the extent such Qualified Domestic Relations
Order provides for the payment of the entire balance of the Segregated Amounts
(including any earnings thereon) to the Alternate Payee prior to the
Participant's Severance Date, then the Administrator shall make such payment in
accordance with such Order, notwithstanding that the affected Participant's
Severance Date has not occurred, nor has the affected Participant actually
attained his or her earliest retirement age (as defined Code Section 414(p)) at
that time. Such payment shall be made in any form in which benefits under the
Plan may be distributed to the affected Participant and/or his or her
Beneficiaries.

                  (iii) If the Administrator determines, within such eighteen
(18) month period under paragraph (ii), that such Order is not a Qualified
Domestic Relations Order, or if the qualified status of such Order cannot be
determined prior to the expiration of such eighteen (18) month period, then the
Administrator shall authorize the payment of the Segregated Amounts (including
any earnings thereon) to the person or person who would have been entitled to
such Segregated Amounts had the Order not been issued. If such person is the
Participant, then the previously Segregated Amounts shall remain part of the
Trust and shall not be distributed until the Participant becomes entitled to
benefits under the Plan in accordance with the provisions of Article VI or any
applicable Appendix. Should there be a subsequent determination that the Order
is in fact a Qualified Domestic Relations Order, then such determination shall
be applied on a prospective basis only.

            (d) Definitions.

                  (i) Alternate Payee. "Alternate Payee" means any Spouse,
former Spouse, child or other dependent of a Participant who is recognized by a
Domestic Relations Order as having a right to all or a portion of the benefits
payable under the Plan to the Participant.

                  (ii) Domestic Relations Order or Order. "Domestic Relations
Order" or "Order" means any judgment, decree or order (including approval of a
property settlement


                                      -46-
<PAGE>

                                                                EXHIBIT NO. 10.1

agreement) which provides or otherwise conveys, pursuant to applicable state
domestic relations laws (including community property laws), child support,
alimony payments or marital property rights to an Alternate Payee.

                  (iii) Qualified Domestic Relations Order. "Qualified Domestic
Relations Order" means any Domestic Relations Order that meets the following
requirements:

                        (A) such Order establishes (or otherwise recognizes the
existence of) the right of an Alternate Payee to receive all or a
portion of the benefits otherwise payable under the Plan to a Participant;

                        (B) such Order specifies (1) the name and last known
mailing address of the Participant, date of birth and Social Security number,
(2) the name and last known mailing address of each Alternate Payee covered by
such Order and his or her date of birth and Social Security number, (3) the
amount or percentage of the Participant's benefits under the Plan payable to
each such Alternate Payee or the manner in which such amount or percentage is to
be calculated, and (4) any other requirement set forth in ERISA Section
206(d)(3) or Code Section 414(p); and

                        (C) such Order does not require the Plan to (1) provide
any type or form of benefit or option not otherwise available under the Plan,
(2) provide increased benefits under the Plan, or (3) pay benefits to an
Alternate Payee which are required to be paid to another Alternate Payee
pursuant to any Qualified Domestic Relations Orders previously issued with
respect to the Plan. A Domestic Relations Order shall not be considered to be in
violation of the requirement of paragraph (C)(1) merely because such Order
requires the payment of benefits to an Alternate Payee before the date of the
affected Participant's actual Severance Date or specifically provides for
payment prior to the date the Participant attains his or her Earliest Retirement
Age. Accordingly, such payments shall be made as if the Participant's Severance
Date occurred on the date on which benefits are to enter pay status under the
Order.

            (e) Hold Procedures. Notwithstanding any contrary Plan provision,
prior to the receipt of a Domestic Relations Order, the Administrator may place
a hold (as defined below) upon such portion of a Participant's Account, at such
time and for such reasonable period of time as the Administrator may determine,
if the Administrator receives notice that (1) a Domestic Relations Order is
being sought by the Participant, his or her Spouse, former Spouse, child or
other dependent (within the meaning of Code Section 152), and (2) the
Participant's Account is likely to be a source of payment under such Order. For
purposes of this paragraph, a "hold" means that no withdrawals, loans or other
distributions may be made with respect to a Participant's Account. The
Administrator shall notify a Participant if a hold is placed upon his or her
Account pursuant to this paragraph.


                                      -47-
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                                                                EXHIBIT NO. 10.1

                                  ARTICLE VIII

                         LEAVES OF ABSENCE AND TRANSFERS

      8.1 MILITARY LEAVE OF ABSENCE.

      So long as the Uniformed Services Employment and Reemployment Rights Act
of 1994 or any similar law, shall remain in force, providing for re-employment
rights for all persons in military service, as therein defined, an Employee who
leaves the employment of the Employer for military service in the Armed Forces
of the United States, as defined in such act from time to time in force, shall,
for all purposes of this Plan, be considered as having been in the employment of
the Employer, with the time of the Participant's service in the military
credited to his or her service under the Plan; provided, however, that upon such
Employee being discharged from the military service of the United States, the
Employee must apply for reemployment with the Employer and take all other
necessary action to be entitled to, and to be otherwise eligible for,
re-employment rights, as provided by the Uniformed Services Employment and
Reemployment Rights Act of 1994 or any similar law from time to time in force.
Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service shall be
provided in accordance with Code Section 414(u).

      8.2 OTHER LEAVES OF ABSENCE.

      For all purposes of this Plan, an Employee on an Employer-approved leave
of absence not described in Section 8.1 shall be considered as having continued
in the employment of the Employer for the period of such leave. However, this
provision shall not give rise to any imputed Compensation.

      8.3 TRANSFERS.

            (a) In the event that:

                  (i) a Participant who was an Eligible Employee is transferred
to employment with an Employer which is not a Participating Employer or to
employment with the Employer in a status other than as an Eligible Employee
(including employment as an independent contractor of the Employer);

                  (ii) a person is transferred from employment with an Employer
which is not a Participating Employer (or from service with the Employer in a
status other than Employee) to employment with the Employer in Employee status
or Eligible Employee status; or

                  (iii) a person was employed by an Employer which is not a
Participating Employer, terminated his or her employment and was subsequently
employed by the Employer as an Employee;


                                      -48-
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                                                                EXHIBIT NO. 10.1

            (b) then the following provisions shall apply:

                  (i) transfer to employment with: (A) an Employer which is not
a Participating Employer or (B) the Employer not as an Eligible Employee (or not
as an Employee), shall not be considered termination of employment with the
Employer, and such transferred person shall continue to be entitled to the
benefits provided in the Plan, as modified by this Section;

                  (ii) no amounts earned from an Employer at a time when it is
not a Participating Employer or from the Employer not as an Eligible Employee
shall constitute Compensation hereunder;

                  (iii) no service for an Employer at a time when such
individual is not an Employee shall be counted for purposes of eligibility and
vesting hereunder, unless agreed to by the Company or required pursuant to a
closing agreement entered into by the Employer and the Internal Revenue Service;

                  (iv) termination of employment with an Employer which is not a
Participating Employer (or cessation of employment with the Employer) by a
person entitled to benefits under this Plan (other than to transfer to
employment with another Employer) shall be considered as termination of
employment with the Employer; and

                  (v) all other terms and provisions of this Plan shall fully
apply to such person and to any benefits to which he or she may be entitled
hereunder.


                                      -49-
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                                                                EXHIBIT NO. 10.1

                                   ARTICLE IX

      TRUST PROVISIONS; INVESTMENT OF CONTRIBUTIONS; VALUATION OF ACCOUNTS

      9.1 TRUST AGREEMENT.

      The Administrator may at any time select and appoint a Trustee to hold the
assets of the Plan, and the Company shall, on behalf of itself and all other
related entities which have adopted the Plan pursuant to the provisions of
Article XII, enter into a Trust Agreement with the Trustee to provide for the
investment, management and control of the assets of the Plan. The Trust
Agreement shall be a part of the Plan, and the Trust Fund shall be administered
by the Trustee in accordance with the terms and provisions of the Trust
Agreement.

      9.2 INCONSISTENT PROVISIONS.

      To the extent the provisions of the Plan and any Trust Agreement in effect
under the Plan prove to be inconsistent or otherwise in conflict with respect to
the rights, duties or obligations of the Trustee, the provisions of the Trust
Agreement shall control.

      9.3 INVESTMENT DECISION.

      The decision as to the investment of an Account shall be made by the
Participant, and the Trustee shall have no responsibility for determining how an
Account is to be invested or whether the investment directions communicated to
the Trustee comply with the terms of the Plan. The Plan may acquire Company
Stock; there is no limit on the amount of Company Stock that may be acquired or
held under the Plan. Notwithstanding the foregoing, to the extent the Account is
held in the form of Company Stock, the following rules shall apply:

            (a) if the Administrator determines that any election out of
qualifying employer securities might violate applicable securities laws or
create a liability for Participants under such laws or is for any other reason
known to the Administrator contrary to the best interests of Participants
(including Participants subject to Section 16 of the Securities Exchange Act of
1934, as amended ("Section 16")), the Administrator may, in its sole and
absolute discretion, suspend or limit the right of any Participant to make such
an investment election. The Administrator may (but need not) adopt such rules
and/or take such actions or implement such measures and/or limitations as it
deems desirable in order to comply with Section 16. Neither the Administrator,
the Board, the Committee, the Trustee nor the Plan shall have any liability to
any Participant in the event that any Participant has any liability under SEC
Section 16 due to any action taken or rule so adopted, the failure to take any
action to adopt any rule, any Plan provision (or lack thereof), any transaction
in the Plan or otherwise; and

            (b) rights to sell and vote Company Stock shall be administered in
accordance with the Trust Agreement and the Company's insider trading policy.


                                      -50-
<PAGE>

                                                                EXHIBIT NO. 10.1

      9.4 DIRECTED INVESTMENTS.

            (a) Each Participant shall have the right to direct the investment
of any or all of his or her Accounts among such investments as are authorized by
the Administrator, as follows: subject to such procedural guidelines as the
Administrator shall from time to time establish, each Participant may file an
investment direction (in such manner and in such form as prescribed from time to
time by the Administrator) that specifies the manner in which his or her
Accounts are to be invested. Notwithstanding the foregoing, no Participant may
direct any assets of his or her Accounts to purchase life insurance, and
further, no Participant may divest the Company stock held in his or her Account,
if any, in violation of the policies and guidelines established by the
Administrator from time to time, in its sole and absolute discretion. The
Administrator shall prescribe when investment directions shall be effective and
time periods within which such investment directions must be filed. An
investment direction shall continue to apply until a subsequent direction is
filed and is deemed effective by the Administrator. The Administration may
require that directions be filed with the Administrator or such other party as
determined by the Administrator.

            (b) The Plan is intended to constitute a plan described in Section
404(c) of ERISA, and the regulations thereunder. As a result, with respect to
elections described in the Plan and any other exercise of control by a
Participant or his Beneficiary over assets in the Participant's Accounts, such
Participant or Beneficiary shall be solely responsible for such actions and
neither the Trustee, the Committee, the Company, an investment manager nor any
other person or entity which is otherwise a Fiduciary shall be liable for any
loss or liability which results from such Participant's or Beneficiary's
exercise of control.

      9.5 ACCOUNTS NOT DIRECTED.

      Notwithstanding anything herein to the contrary, if a Participant fails to
designate the manner in which his or her Accounts shall be invested, then the
Participant's Accounts shall be invested in the manner determined by the
Administrator and announced to Participants.

      9.6 VALUATION.

      On the last day of each Plan Year, or more frequently as determined by the
Administrator in its sole and absolute discretion, the assets of the Trust shall
be valued at fair market value and each Account shall be proportionately
adjusted to reflect earnings and/or expenses, if the system of accounting does
not directly accomplish all such adjustments.

      9.7 ELECTRONIC MEDIA.

            (a) To the fullest extent permitted by law, the Administrator may
require or permit Participant (or Beneficiary, as the context may require)
elections and/or consents under this Plan to be made by means of such electronic
media as the Administrator may prescribe. Similarly, to the fullest extent
permitted by law, the Administrator may give any notices by electronic media and
may permit enrollments, contribution and investment elections, beneficiary
designations, rollover elections and general plan inquiries to be made by
electronic media. For purposes of this


                                      -51-
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                                                                EXHIBIT NO. 10.1

Plan, electronic media shall include, without limitation, email, internet,
intranet, automated telephone systems and customer representative systems. In
any case in which the Administrator provides for the use of electronic media for
any particular purpose, any requirement in the Plan requiring a written form or
notice for that purpose shall be void.

            (b) A Participant's consent to distribution, request for a
withdrawal or loan, or other form of election permitted, by electronic media
under this Plan or by the Administrator, together (if applicable) with the
cashing of any check subsequently issued by this Plan (whether or not endorsed),
shall constitute written consent for purposes of this Plan (including, without
limitation and in the case of loans, agreement to the terms of the loan and the
related promissory note), the Code (including, without limitation, Section
411(a)(11), and ERISA (including, without limitation, Section 203(e)).

            (c) Reasonable efforts will be used to process electronic media
consents and elections made under this Plan. Notwithstanding the preceding
sentence or anything else in this Plan to the contrary, neither the Company, the
Administrator, the Trustee nor any other person guarantees that any consent or
election will be so processed. The Administrator may adopt new or alternative
rules for electronic media consents and elections as it deems appropriate in its
sole and complete discretion (including, without limitation, eliminating any
electronic media system and re-implementing a requirement of written forms,
establishing the effective date and the notice date for any type of consent or
election and limiting the number of any particular elections that may be made by
a Participant during any specified period). In order to be effective, each
consent and/or election must be made on such other rules as the Administrator
may prescribe.


                                      -52-
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                                                                EXHIBIT NO. 10.1

                                   ARTICLE X

                                FEES AND EXPENSES

      All reasonable fees and expenses of the Administrator and/or the Trustee
incurred in the performance of their duties hereunder or under the Trust, as
well as all other administrative expenses of the Plan, shall, to the extent
permitted by law, be deemed to be an expense of the Trust, and, accordingly, the
Trustee is authorized to charge the same to the Accounts of the Participants,
and unless allocable to the Accounts of specific Participants, such expenses
shall be charged against the respective Accounts of all or a reasonable group of
Participants in such manner as the Trustee shall determine, subject to approval
by the Company. Notwithstanding the foregoing, any or all of such expenses may
be paid by the Employer to the extent determined by the Company.


                                      -53-
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                                                                EXHIBIT NO. 10.1

                                   ARTICLE XI

                        AMENDMENT, TERMINATION OR MERGER

      11.1 AMENDMENT.

            (a) The Administrator, acting through the Board shall have full
power and authority to amend the provisions of the Plan at any time or times,
either prospectively or retroactively, to such extent and in such manner as the
Board shall deem advisable, in accordance with its normally established
procedures. The Board may delegate such power, in whole or in part, to one or
more committees (comprised of officers or other managerial personnel of the
Employer) to whom administrative responsibilities may be delegated under the
Plan.

            (b) The Committee is expressly given the full power and authority to
adopt and to provide a certificate evidencing the execution of any amendment to
the Plan which satisfies one of the following requirements:

                  (i) the amendment is designed to clarify any provision of the
Plan;

                  (ii) the amendment is designed to bring the Plan into
compliance with applicable law;

                  (iii) the amendment is designed to ensure the continued
tax-qualified status of the Plan; or

                  (iv) the amendment does not have a significant financial
impact on the Employer;

            (c) An amendment shall become effective, in accordance with its
terms as to all Participants and all other persons having or claiming an
interest under the Plan, upon the effective date specified in the instrument
evidencing such amendment. However, no such amendment shall change the duties,
responsibilities or liabilities of the Trustee hereunder without the written
consent of such Trustee or, except as provided by law, operate to: (i) cause any
part of the Trust to revert to or be recoverable by the Employer or to be used
for, or diverted to, purposes other than the exclusive benefit of Participants
and their Beneficiaries (or for defraying the reasonable administrative expenses
of the Plan); (ii) reduce the then outstanding balances in the Accounts of
Participants; or (iii) affect, reduce or eliminate any benefits which are
protected benefits pursuant to Code Section 411(d)(6) and the Regulations
thereunder.

      11.2 TERMINATION OF PLAN.

      The Company may terminate this Plan at any time for any reason by
resolution adopted by the Board, but, except as provided by law, the Trust may
not thereby be diverted from the exclusive benefit of the Participants, their
Beneficiaries, survivors or estates, or for defraying the reasonable


                                      -54-
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                                                                EXHIBIT NO. 10.1

administrative expenses of the Plan, nor revert to the Employer, nor may an
allocation or contribution theretofore made be changed thereby. Upon termination
or partial termination of the Plan or complete discontinuance of Employer
Contributions under it, the Accounts of each affected Participant shall be
nonforfeitable. The Administrator shall distribute each Participant's Accounts
to the Participant pursuant to Sections 6.6 through 6.8 as soon as is
administratively practicable after the termination.

      11.3 PLAN MERGERS AND TRANSFER OF ASSETS OR LIABILITIES.

            (a) The Board delegates to the Committee the full power and
authority to effect from time to time, upon such terms and conditions as the
Committee deems appropriate, the merger of any and all tax-qualified defined
contribution plans and related trusts maintained by entities acquired by the
Company into the Plan and Trust (or a transfer of assets and liabilities from
another plan to the Plan with respect to a group of employees acquired by the
Company) and to take any and all such action, and prepare, execute, and deliver
all such documents as may be necessary or advisable to effect any and all such
plan and trust mergers and plan to plan transfers.

            (b) Nothing contained herein shall prevent the merger or
consolidation of the Plan with, or transfer of assets or liabilities of the Plan
to, another plan meeting the requirements of Code Section 401(a) or the transfer
to the Plan of assets or liabilities of another such plan so qualified under the
Code. Any such merger, consolidation or transfer shall be accompanied by the
transfer of such existing records and information as may be necessary to
properly allocate such assets among Participants, including without limitation
any tax or other information necessary for the Participants or persons
administering the plan which is receiving such assets. The terms of such merger,
consolidation or transfer must be such that (if this Plan had then terminated),
the requirements of this Article would be satisfied and each Participant would
receive a benefit immediately after the merger, consolidation or transfer equal
to or greater than the benefit he or she would have received if the Plan had
terminated immediately before the merger, consolidation or transfer.

            (c) The Committee may, in its discretion, authorize a plan to plan
transfer from this Plan, provided such a transfer will meet the requirements of
Section 414(l) of the Code and that all other actions legally required are
taken. In the event of a transfer of assets from the Plan pursuant to this
subsection, any corresponding benefit liabilities shall also be transferred. The
Committee has full power and authority to take any and all such action, and
prepare, execute, and deliver all such documents as may be necessary or
advisable to effect any and all such transfers.


                                      -55-
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                                                                EXHIBIT NO. 10.1

                                  ARTICLE XII

                      ADOPTION OF PLAN BY RELATED ENTITIES

      12.1 ADOPTION OF THE PLAN.

      An Affiliated Company may become a Participating Employer with the
approval of the Committee.

      12.2 WITHDRAWAL.

            (a) A Participating Employer may withdraw from the Plan at any time
by giving advance written notice of its intention to withdraw to the Company and
to the Administrator. Any Participating Employer that ceases to be an Affiliated
Company shall be deemed to have withdrawn from the Plan at the time of such
disaffiliation.

            (b) If the Board of Directors of the Company so directs, upon the
receipt of notice of any such withdrawal, the Trustee shall set aside from the
Trust Fund such cash, securities and other property as it shall deem to be equal
in value to the Participating Employer's equitable share. If the Board so
directs, the Trustee shall also turn over the Participating Employer's equitable
share to a trustee designated by the Participating Employer, and the cash,
securities and other property shall thereafter be held and invested as a
separate trust of the Participating Employer and shall be used and applied
according to the terms of a new trust agreement between the Participating
Employer and the trustee so designated. Except as permitted by law, neither the
segregation of the Trust Fund assets upon the withdrawal of a Participating
Employer nor the execution of a new trust agreement shall operate to permit any
part of the corpus or income of the Trust Fund to be used for or diverted to
purposes other than for the exclusive benefit of Participants, former
Participants and Beneficiaries (or for defraying the reasonable administrative
expenses of the Plan).

            (c) If the former Participating Employer remains an Affiliated
Company, distribution shall not be made to a Participant until the Participant
terminates employment with the Employer and all other Affiliated Companies. In
lieu thereof, the Plan shall be administered in accordance with its terms
provided that no additional contributions shall be made on behalf of said
Participants. See Section 8.3. If the Participating Employer is no longer an
Affiliated Company, then, subject to Section 6.6(g), distributions may be made.


                                      -56-
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                                                                EXHIBIT NO. 10.1

                                  ARTICLE XIII

                                CLAIMS PROCEDURE

      13.1 RIGHT TO FILE CLAIM.

      Every Participant or Beneficiary shall be entitled to file with the
Administrator a claim for benefits under the Plan. The claim shall be in
writing.

      13.2 DENIAL OF CLAIM.

      If the claim is denied by the Administrator, in whole or in part, the
claimant shall be furnished within ninety (90) days after the Administrator's
receipt of the claim (or within one hundred eighty (180) days after such receipt
if special circumstances require an extension of time) a written notice of
denial of such claim containing the following:

            (a) specific reason or reasons for denial;

            (b) specific reference to pertinent Plan provisions on which the
denial is based;

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

            (d) an explanation of the claims review procedure.

      13.3 CLAIMS REVIEW PROCEDURE.

            (a) Review may be requested at any time within sixty (60) days
following the date the claimant received written notice of the denial of his or
her claim. For purposes of this Section, any action required or authorized to be
taken by the claimant may be taken by a representative authorized in writing by
the claimant to act on his or her behalf. The Administrator shall afford the
claimant a full and fair review of the decision denying the claim and, if so
requested, shall:

                  (i) permit the claimant to review any documents that are
pertinent to the claim; and

                  (ii) permit the claimant to submit to the Administrator issues
and comments in writing.

            (b) The decision on review by the Administrator shall be in writing
and shall be issued within sixty (60) days following receipt of the request for
review. The period for decision may, however, be extended to a date not later
than one hundred twenty (120) days after such receipt if the Administrator
determines that special circumstances require extension. The decision on


                                      -57-
<PAGE>

                                                                EXHIBIT NO. 10.1

review shall include specific reasons for the decision and specific references
to the pertinent Plan provisions on which the decision of the Administrator is
based.


                                      -58-
<PAGE>

                                                                EXHIBIT NO. 10.1

                                  ARTICLE XIV

                              TOP-HEAVY PROVISIONS

      14.1 PURPOSE.

      This Article is intended to insure that the Plan complies with Code
Section 416. If the Plan is or becomes Top-Heavy in any Plan Year, the
provisions of this Section will supersede any conflicting provision in the Plan.

      14.2 DEFINITIONS.

      For purposes of this Article, the following definitions shall apply:

            (a) Determination Date. "Determination Date" means for any Plan
Year, the last day of the preceding Plan Year.

            (b) Determination Period. "Determination Period" means the Plan Year
containing the Determination Date and the four (4) preceding Plan Years.

            (c) Key Employee. "Key Employee" means any Employee or former
Employee (and the beneficiaries of such Employee) who at any time during the
determination period was (i) an officer of the Employer if such individual's
annual Section 415 Compensation exceeds fifty percent (50%) of the dollar
limitation in effect under Code Section 415(b)(1)(A); (ii) an owner (or
considered an owner under Code Section 318) of one of the ten (10) largest
interests in the Employer if such individual's Section 415 Compensation exceeds
one hundred percent (100%) of the dollar limitation in effect under Code Section
415(c)(1)(A); (iii) a five percent (5%) owner of the Employer; or (iv) a one
percent (1%) owner of the Employer who has an annual Section 415 Compensation of
more than One Hundred Sixty Thousand Dollars ($160,000) (as adjusted by the
Adjustment Factor). For purposes of this Section, the determination of Section
415 Compensation shall be based only on Section 415 Compensation which is
actually paid. A determination of who constitutes a Key Employee shall be made
in accordance with Code Section 416(i)(1).

            (d) Non-Key Employee. "Non-Key Employee" means any Employee who is
not a Key Employee, including Employees who are former Key Employees.

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


                                      -59-
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                                                                EXHIBIT NO. 10.1

            (f) Required Aggregation Group. "Required Aggregation Group" means:

                  (i) each tax-qualified plan of the Employer in which at least
one (1) Key Employee participates or participated at any time during the
Determination Period (regardless of whether the plan has terminated); and

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

            (g) Top-Heavy Plan. "Top-Heavy Plan" means this Plan, if for any
Plan Year any of the following conditions exists:

                  (i) if the Top-Heavy Ratio for this Plan exceeds sixty percent
(60%) and this Plan is not part of any Required Aggregation Group or Permissive
Aggregation Group of plans;

                  (ii) if this Plan is a part of a Required Aggregation Group of
plans but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for
the Permissive Aggregation Group exceeds sixty percent (60%); or

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

            (h) Top-Heavy Ratio. "Top-Heavy Ratio" means:

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

                  (ii) if the Employer maintains one or more defined
contribution plans (including any simplified employee pension plan) and the
Employer maintains or has maintained one or more defined benefit plans which
during the five (5) year period ending on the Determination Date(s) has or has
had any accrued benefits, the Top-Heavy Ratio for any Required or Permissive
Aggregation Group as appropriate is a fraction, the numerator of which is the
sum of Account balances under the aggregated defined contribution plan or plans
for all Key Employees, determined in accordance with paragraph (i) above, and
the present value of accrued benefits under the aggregated defined benefit plan
or plans for all Key Employees as of the Determination Date(s), and the
denominator of which is the sum of Account balances under the aggregated defined
contribution plan or plans for all participants, determined in accordance with
paragraph (i) above, and the present value of accrued benefits under the


                                      -60-
<PAGE>

                                                                EXHIBIT NO. 10.1

aggregated defined benefit plan or plans for all participants as of the
Determination Date(s), all determined in accordance with Code Section 416. The
accrued benefits under a defined benefit plan in both the numerator and
denominator of the Top-Heavy Ratio are increased for any distribution of an
accrued benefit made in the five (5) year period ending on the Determination
Date.

                  (iii) for purposes of paragraphs (i) and (ii) above, the value
of Account balances and the present value of accrued benefits shall be
determined as of the most recent Valuation Date that falls within or ends with
the twelve (12) month period ending on the Determination Date, except as
provided in Code Section 416 for the first and second plan years of a defined
benefit plan. The Account balances and accrued benefits of a participant (1) who
is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one (1) Hour of Service with any Employer
maintaining the Plan at any time during the five (5) year period ending on the
Determination Date shall be disregarded. The calculation of the Top-Heavy Ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account shall be made in accordance with Code Section 416. When aggregating
plans the value of Account balances and accrued benefits shall be calculated
with reference to the Determination Dates that fall within the same calendar
year.

                        The accrued benefit of a Participant other than a Key
Employee shall be determined under (1) the method, if any, that uniformly
applies for accrual purposes under all defined benefit plans maintained by the
Employer, or (2) if there is no such method, as if such benefit accrued not more
rapidly than the slowest accrual rate permitted under the fractional rule of
Code Section 411(b)(1)(C).

            (i) Valuation Date. "Valuation Date" means the last day of the Plan
Year, as of which Account balances or accrued benefits are valued for purposes
of calculating the Top-Heavy Ratio.

      14.3 MINIMUM ALLOCATION.

            (a) Except as otherwise provided in paragraphs (b) and (c) below, in
any Plan Year that this Plan is Top-Heavy, Employer Contributions (other than
Salary Deferral Contributions and Employer Matching Contributions included in
the ADP, ACP and multiple use tests described in Sections 5.5 and 5.7) allocated
to the Accounts of each Participant who is a Non-Key Employee, shall be not less
than the lesser of (i) three percent (3%) of the Non-Key Employee's Section 415
Compensation, or (ii) in the case where the Employer has no defined benefit plan
which designates this Plan to satisfy Code Section 401, the largest percentage
of Contributions and forfeitures (if applicable), as a percentage of the first
One Hundred Sixty Thousand Dollars ($160,000) (as adjusted by the Adjustment
Factor) of Section 415 Compensation, allocated on behalf of any Key Employee for
that Plan Year. The minimum allocation shall be determined without regard to any
Social Security contribution. This minimum contribution shall be made even
though, under other


                                      -61-
<PAGE>

                                                                EXHIBIT NO. 10.1

provisions of this Plan, the Participant would not otherwise be entitled to
receive an allocation or would have received a lesser allocation for the Plan
Year because of (i) the Participant's failure to complete one thousand (1,000)
Hours of Service (or any equivalent provided in the Plan) or (ii) Section 415
Compensation less than a stated amount.

            (b) The provisions in paragraph (a) above shall not apply to any
Participant who was not employed by the Employer on the last day of the Plan
Year.

            (c) The provisions in paragraph (a) above shall not apply to any
Participant to the extent the Participant is covered under any other plan or
plans of the Employer if that Participant received the minimum allocation under
one of the other plans. If the Participant did not receive the minimum
allocation under this Plan or any other plan, the Participant shall receive the
minimum under the Company's Employee Stock Ownership Plan, rather than this
Plan.

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

      14.4 VESTING SCHEDULE.

            (a) If the vesting schedule for Matching and Discretionary
Contributions in Section 6.1 results in vesting which is slower, in any respect,
than the vesting schedule set forth below, then for any Plan Year in which the
Plan is Top-Heavy, the following vesting schedule shall apply to any such
Matching and/or Discretionary Contributions made for that Plan Year to the
extent it is better than the vesting schedule otherwise applicable to the
Participant:

<TABLE>
<CAPTION>
                 Years of Service                    Vested Percentage
                 ----------------                    -----------------
<S>                                                  <C>
                 Less than 1 year                             0%
                 1 but less than 2                           10%
                 2 but less than 3                           20%
                 3 but less than 4                           40%
                 4 but less than 5                           60%
                 5 but less than 6                           80%
                 6 years or more                            100%
</TABLE>

            (b) The minimum vesting schedule applies to all benefits accrued
within the meaning of Code Section 411(a)(7) except those attributable to
Employee contributions, including benefits accrued before the effective date of
Code Section 416 and benefits before the Plan became Top-Heavy. Further, no
decrease in a Participant's nonforfeitable percentage may occur in the event the
Plan's status as Top-Heavy changes for any Plan Year. However, this Section does
not apply to the Account balances of any Employee who does not have an Hour of
Service after the Plan has initially become Top-Heavy and such Employee's
Account balance attributable to Employer Contributions and forfeitures will be
determined without regard to this Section.


                                      -62-
<PAGE>

                                                                EXHIBIT NO. 10.1

                                   ARTICLE XV

                                  MISCELLANEOUS

      15.1 LEGAL OR EQUITABLE ACTION.

      If any legal or equitable action with respect to the Plan is brought by or
maintained against any person, and the results of such action are adverse to
that person, attorney's fees and all other direct and indirect expenses and
costs incurred by the Employer, the Administrator, the Committee, the Trustee or
the Trust for defending or bringing such action shall, to the extent permitted
by law, be charged against the interest, if any, of such person under the Plan.

      15.2 INDEMNIFICATION.

      The Company indemnifies and holds harmless the Administrator and each
member of the Committee, from and against any and all liabilities, demands,
claims, losses, taxes, expenses, including reasonable attorney's fees, both
direct and indirect, arising by reason of any action, inaction or conduct in
their official capacity in the administration of this Plan or Trust or both,
including all expenses reasonably incurred in their defense, if the Employer
fails to provide such defense; provided, however, that the Administrator or the
Committee member shall not be indemnified and held harmless if his or her
action, inaction or conduct arises from his or her gross negligence or willful
misconduct, or otherwise in willful violation of the law. The indemnification
provisions of this Section shall not relieve the Administrator or any member of
the Committee from any liability such person may have under ERISA for breach of
a fiduciary duty.

      15.3 NO ENLARGEMENT OF PLAN RIGHTS.

      It is a condition of the Plan, and each Participant by participating
herein expressly agrees, that he or she shall look solely to the assets of the
Trust for the payment of any benefit under the Plan.

      15.4 NO ENLARGEMENT OF EMPLOYMENT RIGHTS.

      Nothing appearing in or done pursuant to the Plan shall be construed to
give any person a legal or equitable right or interest in the assets of the
Trust or distribution therefrom, nor against the Employer, except as expressly
provided herein, or to create or modify any contract of employment between the
Employer and any Employee or to obligate the Employer to continue the services
of any Employee.

      15.5 INTERPRETATION.

      The headings contained in this Plan and in the table of contents to the
Plan are for reference purposes only, and if they conflict with the text, the
text shall control The masculine pronoun shall include the feminine pronoun and
the singular the plural, where the context so indicates.


                                      -63-
<PAGE>

                                                                EXHIBIT NO. 10.1

      15.6 APPLICABLE LAW.

      This Plan shall be construed, administered and governed in all respects in
accordance with ERISA, the Code and other pertinent Federal laws and in
accordance with the laws of the State of California (irrespective of the choice
of law principles of the State of California as to all matters) to the extent
not preempted by ERISA; provided, however, that if any provision is susceptible
to more than one interpretation, such interpretation shall be given thereto as
is consistent with the Plan being a tax-qualified plan and related trust under
Code Sections 401(a) and 501(a).

      15.7 NON-ALIENATION OF BENEFITS.

      Except as otherwise provided by law, no person entitled to any benefits
under the Plan shall have the right to alienate, hypothecate or encumber his or
her interest in such benefits and such benefits shall not in any way be subject
to the claims of his or her creditors or liable to attachment, execution or
other process of law. The preceding sentence shall not apply to (a) federal tax
levies and executions on federal tax judgments, (b) payments made from the
Accounts of a Participant in satisfaction of the rights of Alternate Payees
pursuant to a Qualified Domestic Relations Order under Section 7.3, (c)
enforcement of any security interests or offset rights applicable to the Account
of a Participant pursuant to the loan provisions of Section 6.13), or (d) any
amount that the Participant is ordered or required to pay under a judgment,
order, decree or settlement described in ERISA Section 206(d)(4).

      15.8 NO REVERSION.

      Notwithstanding any other provision of the Plan, no part of the assets in
the Trust shall revert to the Employer, and no part of such assets, other than
that amount required to pay taxes or reasonable administrative expenses of the
Plan, shall be used for any purpose other than exclusive benefit of Employees or
their Beneficiaries. However, the Employer may request a return, and the Plan
shall make such return, of an amount to the Employer under any of the following
circumstances:

            (a) If the amount was all or part of an Employer Contribution which
was made as a result of a mistake of fact and the amount contributed is returned
to the Employer within one (1) year after the date on which the mistaken payment
of the contribution was made; or

            (b) All Employer Contributions are conditioned on deductibility
under Code Section 404. If this condition is not satisfied, the amount shall be
returned to the Employer within one (1) year after the date on which the
deduction is disallowed.

      15.9 CONFLICT.

      In the event of any conflict between the provisions of this Plan and the
terms of any contract or agreement issued thereunder or with respect thereto,
the provisions of the Plan shall control.


                                      -64-
<PAGE>

                                                                EXHIBIT NO. 10.1

      15.10 SEVERABILITY.

      If any provision of the Plan, or the application thereof to any person or
circumstance, is deemed invalid or unenforceable by a court of competent
jurisdiction, then the remainder of this Plan, or the application of such term
or provision to persons or circumstances other than those as to whom it is held
invalid or unenforceable, shall not be affected thereby, and each provision of
the Plan shall be valid and enforceable to the fullest extent permitted by law.

      15.11 CONDITIONAL RESTATEMENT.

      This Plan (and related Trust) is restated on the express condition that it
shall be considered by the Internal Revenue Service as continuing to qualify
under Code Sections 401(a), 401(k), 401(m) and 501(a). In the event that the
Internal Revenue Service determines that the Plan does not continue to qualify
under the Code, then the restatement of the Plan shall be of no effect. The
Board or an authorized officer of the Company may, however (but shall not be
required to do so), make any retroactive amendments to the Plan, as so restated,
which the Internal Revenue Service may require as a condition for its
determination that the Plan continues to qualify under Code Sections 401(a),
401(k), 401(m) and 501(a).


                                      -65-
<PAGE>

                                                                EXHIBIT NO. 10.1

      IN WITNESS WHEREOF, this document is executed on ____________________,
2001.

                                        FREMONT GENERAL CORPORATION


                                        By:  ___________________________________

                                        Its: ___________________________________


                                      -66-
<PAGE>

                                   APPENDIX A

              FORM OF BENEFIT DISTRIBUTIONS FOR CERTAIN INDIVIDUALS

      The provisions of this Appendix A shall apply only to those Participants
specified in Appendix B (or any other Appendix that makes appropriate reference
to this Appendix A) and, shall govern distributions made to those Participants
(or their surviving Spouses or Beneficiaries) from Accounts maintained on their
behalf under the Plan and referred to in such Appendices. Except for
Participants specified in the Appendices, no other Participants (or surviving
spouses or Beneficiaries thereof) shall be entitled to any of the benefit
distribution forms provided under this Appendix A. Except as expressly provided
in this Appendix and all subsequent Appendices, the provisions of this Plan,
including but not limited to Article VI thereof, shall govern distributions made
to such Participants (or their surviving Spouses or Beneficiaries).

      Notwithstanding any provision of this Appendix A to the contrary, (1)
Sections A.2, A.4-A.6 (other than Section A.6(a)) and A.7 shall not apply if the
Participant has never elected an annuity option, and (2) this Appendix A shall
cease to apply November 1, 2001. However, if a Participant elected an annuity
option prior to November 1, 2001, this Appendix A shall continue to be in
effect, but the Participant may not elect a benefit option in Section A.3(b) or
(d).

      A.1 DEFINITIONS.

      For purposes of applying the provisions of this Appendix "A" and the
subsequent Appendices, as applicable, the following definitions shall be in
effect:

            (a) Annuity Contract. "Annuity Contract" means a paid-up,
non-transferable annuity contract issued by an insurance company qualified to do
business in the State of California. Any annuity benefits to which a Participant
(or his or her surviving Spouse or Beneficiary) is entitled under this Plan
shall be provided under an Annuity Contract purchased by the Administrator with
the balance credited to the Participant's Accounts at the time of such purchase.
The amount of such monthly benefit shall be determined in accordance with the
annuity purchase rates in effect at the time for the Annuity Contract. The
purchase of the Annuity Contract shall be effected immediately prior to the date
benefits are to commence under the Plan, and the purchased Annuity Contract
shall be distributed to the Participant as soon as administratively practicable.

            (b) Annuity Starting Date. "Annuity Starting Date" means the first
day of the first period for which an amount is payable as an annuity or, in the
case of a benefit not payable in the form of an annuity, the first day on which
all the events have occurred which entitle the Participant to such benefit.

            (c) Joint and Last Survivor Life Expectancy. "Joint and Last
Survivor Life Expectancy" shall have the meaning assigned to such term in
Section 6.9(d)(iii).

            (d) Life Expectancy. "Life Expectancy," for purposes of this
Appendix, means the life expectancy calculated for the Participant or his or her
surviving Spouse in accordance with the expected return multiples in Tables V
and VI of Regulation Section 1.72-9. Unless otherwise


                                      A-1
<PAGE>

                                                                EXHIBIT NO. 10.1

elected by the Participant (or, if applicable, his/her Spouse) prior to the time
the distribution of benefits is required to begin under the Plan, life
expectancies shall be recalculated annually. Such election shall be irrevocable
as to the Participant (or his/her Spouse) and shall apply to all subsequent
years. However, the life expectancy of a non-spouse Beneficiary shall not be
recalculated.

            (e) Qualified Joint and 50% Survivor Annuity. "Qualified Joint and
50% Survivor Annuity" means an immediate annuity for the life of the Participant
with a survivor annuity for the remaining life of the surviving Spouse equal to
fifty percent (50%) of the annuity payable during the joint lives of the
Participant and his/her Spouse. Such annuity shall be the actuarial equivalent
of the balance credited to the Participant's Accounts at the time the Annuity
Contract is purchased.

            (f) Qualified Joint and 100% Survivor Annuity. "Qualified Joint and
100% Survivor Annuity" means an immediate annuity for the life of the
Participant with a survivor annuity for the remaining life of the surviving
Spouse equal to one hundred percent (100%) of the annuity payable during the
joint lives of the Participant and his/her Spouse. Such annuity shall be the
actuarial equivalent of the balance credited to the Participant's Accounts at
the time the Annuity Contract is purchased.

            (g) Qualified Preretirement Survivor Annuity. "Qualified
Preretirement Survivor Annuity" means an annuity for the life of the surviving
Spouse of a Participant who dies before his or her Annuity Starting Date which
is the actuarial equivalent of the balance credited to the Participant's
Accounts at the time the Annuity Contract is purchased.

            (h) Required Beginning Date. "Required Beginning Date" shall have
the meaning assigned to such term in Section 6.9(b).

            (i) Normal Retirement Age. "Normal Retirement Age" means the age
specified in this Plan.

            (j) Straight Life Annuity. "Straight Life Annuity" means an annuity
payable for the life of the Participant which is the actuarial equivalent of the
balance credited to the Participant's Accounts at the time the Annuity Contract
is purchased.

            (k) Term Certain Annuity. "Term Certain Annuity" means payments, no
less frequently than annually, for a specified period as determined by the
Participant, not to extend beyond the life or the life expectancy of the
Participant or the Life Expectancy of the Participant and his or her
Beneficiary. If based on the life of the Participant, upon the death of the
Participant prior to the end of the period specified by the Participant, such
payments shall continue to the Participant's Beneficiary for the remainder of
the specified period.


                                      A-2
<PAGE>

                                                                EXHIBIT NO. 10.1

      A.2 AUTOMATIC FORM OF BENEFIT.

      If a Participant has never elected an annuity option, the rules in this
Section A.2 shall not apply. If a Participant elects or has previously elected
an annuity option, the following rules apply:

            (a) The automatic form of benefit for any Participant who is married
on his/her Annuity Starting Date shall be the Qualified Joint and 50% Survivor
Annuity.

            (b) The automatic form of benefit for any Participant who is not
married on his/her Annuity Starting Date shall be the Straight Life Annuity.

            (c) The automatic form of benefit for any married Participant who
dies before his or her Annuity Starting Date shall be the Qualified
Preretirement Survivor Annuity. The surviving Spouse may elect to have such
benefit commence at any time prior to the date the Participant would have
attained age seventy and one-half (70 1/2) and may also elect to receive the
actuarial equivalent of such benefit in any of the optional forms specified in
Section A.3 below.

            (d) The automatic form of benefit for any unmarried Participant who
dies before his or her Annuity Starting Date shall be a distribution of his or
her Accounts to his or her Beneficiary in a lump-sum. The Beneficiary may,
however, elect any of the optional forms specified in Section A.3 below.

      However, if the balance credited to the Participant's Accounts at the time
distribution is to commence does not exceed Five Thousand Dollars ($5,000), then
the vested balance of those Accounts shall be paid to the Participant in one (1)
lump sum payment.

      A.3 OPTIONAL FORMS OF BENEFIT. In lieu of the automatic form of benefit
provided under the Plan or Section A.2 above, the Participant may, subject to
the requirements of Sections A.4 through A.6, if applicable, elect to receive
the benefit distribution in any of the following optional forms:

            (a) Single lump sum payment;

            (b) Term Certain Annuity;

            (c) Qualified Joint and 100% Survivor Annuity; or

            (d) Monthly, quarterly, semi-annual or annual installments over the
Joint and Last Survivor Life Expectancy of the Participant and his or her
Beneficiary, determined as of the benefit commencement date. The amount to be
distributed in each installment shall be determined by dividing the unpaid
balance of the Participant's Accounts at the time of distribution by the
remaining number of installments (including the current installment) to be paid
over the designated period.

            (e) The forms set forth in Section A.2(a), (b) or (d) shall not be
considered annuity options.


                                      A-3
<PAGE>

                                                                EXHIBIT NO. 10.1

      A.4 QUALIFIED JOINT AND 50% SURVIVOR ANNUITY.

            (a) Written Explanation. If the balance credited to the
Participant's Accounts at the time distribution is to commence exceeds Five
Thousand Dollars ($5,000), then the Administrator shall furnish to the
Participant and his or her Spouse a written explanation of the following: (i)
the terms and conditions of the Qualified Joint and 50% Survivor Annuity,
including the circumstances under which it will be provided; (ii) the
Participant's right to make, and the effect of, an election to waive the
Qualified Joint and 50% Survivor Annuity; (iii) the rights of the Spouse with
respect to such election, including the Spouse's right to limit his or her
consent to a specific Beneficiary or a specific form of benefit; and (iv) the
right to revoke an election and the effect of such a revocation. The
Administrator shall furnish the written explanation by a method reasonably
calculated to reach the attention of the Participant no less than thirty (30)
days and no more than ninety (90) days before the Annuity Starting Date.

            (b) Request for Additional Information. After the written
explanation of the Qualified Joint and 50% Survivor Annuity is given, a
Participant or his or her Spouse may make a written request for additional
information. Upon receipt of the written request for additional information, the
Administrator shall provide a written explanation in nontechnical language which
will explain the terms and conditions of the Qualified Joint and 50% Survivor
Annuity and the financial effect upon the Participant's benefit (in terms of
dollars per benefit payment) of electing not to have benefits distributed in
accordance with the Qualified Joint and 50% Survivor Annuity. The written
explanation must be personally delivered or mailed (first class mail, postage
prepaid) to the Participant and his/her Spouse within thirty (30) days after the
date of the written request. The Administrator does not need to comply with more
than one such request by a Participant or his or her Spouse.

            (c) Election to Waive Qualified Joint and 50% Survivor Annuity. An
election to waive the Qualified Joint and 50% Survivor Annuity may not be made
by the Participant (and if the Participant is married on his or her Annuity
Starting Date, the Participant's Spouse (or, if either the Participant or the
Spouse has died, the survivor)) before the date he or she is provided with
notice of the ability to waive the Qualified Joint and 50% Survivor Annuity. A
Participant's (and, if applicable, his or her Spouse) election to waive the
Qualified Joint and 50% Survivor Annuity can be made during the ninety (90)-day
period ending on the Annuity Starting Date. Spousal consent shall be in the form
and manner prescribed in Section A.6(c).

      A.5 QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.

            (a) Written Explanation. The Administrator shall furnish to the
Participant a written explanation of the following: (i) the terms and conditions
of the Qualified Preretirement Survivor Annuity, including the circumstances
under which it will be provided; (ii) the Participant's right to make, and the
effect of, an election to waive the Qualified Preretirement Survivor Annuity;
(iii) the rights of the Spouse with respect to such election, including the
Spouse's right to limit his/her consent only to a specific Beneficiary; and (iv)
the right to make, and the effect of a revocation of an existing election. The
Administrator shall furnish the written explanation by a


                                      A-4
<PAGE>

                                                                EXHIBIT NO. 10.1

method reasonably calculated to reach the attention of the Participant within
the applicable period. The applicable period for a Participant is whichever of
the following periods ends last:

                  (i) the period beginning one (1) year before the date the
individual becomes a Participant and ending one (1) year after such date; or

                  (ii) the period beginning one (1) year before the date the
Participant's Spouse is first entitled to a Qualified Preretirement Survivor
Annuity and ending one (1) year after such date.

If such notice is given before the period beginning with the first day of the
Plan Year in which the Participant attains age thirty-two (32) and ending with
the close of the Plan Year preceding the Plan Year in which the Participant
attains age thirty-five (35), an additional notice shall be given within such
period. If a Participant ceases to be an Employee before attaining age
thirty-five (35), an additional notice shall be given within the period
beginning one (1) year before the date the Participant ceases to be an Employee
and ending one (1) year after such date.

            (b) Request for Additional Information. After the written
explanation of the Qualified Preretirement Survivor Annuity is given, a
Participant or his or her Spouse may make a written request for additional
information. Upon receipt of a timely request for additional information, the
Administrator shall provide a written explanation in nontechnical language which
will explain the terms and conditions of the Qualified Preretirement Survivor
Annuity and the financial effect upon the Spouse's benefit (in terms of dollars
per benefit payment) of electing not to have benefits distributed in accordance
with the Qualified Preretirement Survivor Annuity. The written explanation must
be personally delivered or mailed (first class mail, postage prepaid) to the
Participant or his or her Spouse within thirty (30) days from the date of the
written request. The Administrator does not need to comply with more than one
such request by a Participant or his or her Spouse.

            (c) Election to Waive Qualified Preretirement Survivor Annuity. An
election to waive the Qualified Preretirement Survivor Annuity may not be made
by the Participant before the date he or she is provided with the notice of the
ability to waive the Qualified Preretirement Survivor Annuity. A Participant's
election to waive the Qualified Preretirement Survivor Annuity which is made
before the first day of the Plan Year in which he or she reaches age thirty-five
(35) shall become invalid on such date. However, an election made by a
Participant after he or she ceases to be an Employee will not become invalid on
the first day of the Plan Year in which he or she reaches age thirty-five (35)
with respect to death benefits payable from that part of his or her Accounts
attributable to Contributions made before he or she ceased Employee status. If a
Survivor Annuity is waived, a lump sum shall be paid to the Participant's
Beneficiary.

      A.6 ELECTION OF OPTIONAL FORMS OF BENEFIT.

            (a) Written Explanation. If the balance credited to the
Participant's Accounts at the time distribution is to commence exceeds Five
Thousand Dollars ($5,000), then the Administrator shall furnish to the
Participant and his or her Spouse a written explanation of the


                                      A-5
<PAGE>

                                                                EXHIBIT NO. 10.1

optional forms of retirement benefit provided under the Plan, including (without
limitation): (i) the material features and relative values of each automatic and
optional form, and (ii) the right of the Participant and his/her Spouse to defer
distribution until the benefit is no longer immediately distributable.

            (b) Election. The Administrator shall furnish the written
explanation by a method reasonably calculated to reach the attention of the
Participant no less than thirty (30) days and no more than ninety (90) days
before the Annuity Starting Date. If the Participant should, after having
received the written explanation of the Qualified Joint and 50% Survivor
Annuity, affirmatively elect a form of distribution other than the Qualified
Joint and 50% Survivor Annuity or the Qualified Preretirement Survivor Annuity,
then the election shall be valid only if the consent requirements of Section
A.6(c) are met.

            (c) Consent.

                  (i) Requirement of Consent. Any benefit which is immediately
distributable or payable in a form other than a Qualified Joint and 50% Survivor
Annuity or a Qualified Preretirement Survivor Annuity requires the written
consent of the Participant and his other Spouse prior to distribution. Spousal
consent will not be required if the Participant establishes to the satisfaction
of the Administrator that the consent of the Spouse cannot be obtained because
there is no Spouse or the Spouse cannot be located. Neither the consent of the
Participant nor the Participant's Spouse shall be required to the extent that a
distribution is required to satisfy Code Section 401(a)(9) or 415. A benefit is
immediately distributable if any part of the benefit could be distributed to the
Participant (or surviving Spouse) before the Participant attains (or would have
attained if not deceased) Retirement Age or, if later, age sixty-two (62).

                  (ii) Form of Consent. The consent of the Participant and, if
applicable his or her Spouse must be made in writing and witnessed by a Plan
representative or notary public. In the event the Spouse elects to waive the
Qualified Joint and 50% Survivor Annuity, the Spouse shall have the right to
limit such consent only to a specific Beneficiary or a specific form of
distribution. The Spouse can relinquish one or both of those rights. In the
event the Spouse elects to waive the Qualified Preretirement Survivor Annuity,
the Spouse shall also have the right to limit such consent only to a specific
Beneficiary but can relinquish that right. In each instance, the Spouse's
consent must acknowledge the effect of the waiver, including: (A) the Spouse had
the right to limit his/her consent only to a specific Beneficiary or, if
applicable, to a specific form of benefit; (B) the Spouse voluntarily
relinquished one or both of those rights; and (C) the Spouse understands the
effect such consent has upon the benefits which would otherwise be payable to
him or her under the automatic forms of benefit in effect under the Plan. Unless
the consent of the Spouse expressly permits designations by the Participant
without a requirement of further consent by that Spouse, the Spouse's consent
shall be limited to the form of benefit, if applicable, and the Beneficiary or
Beneficiaries named in the election. A Spouse's consent shall not be valid with
respect to any other Spouse. A Participant may revoke the prior election without
his/her Spouse's consent. However, any new election to receive a distribution in
any form other than in an automatic form, as specified in Section B.2, will
require spousal consent unless the Spouse's consent expressly permits such
election by the


                                      A-6
<PAGE>

                                                                EXHIBIT NO. 10.1

Participant without further consent by that Spouse. The Spouse's consent may be
revoked at any time within the Participant's election period.

                  (iii) Timing of Consent. The consent of the Participant or his
or her Spouse to a benefit which is immediately distributable must not be made
before the date the Participant and his or her Spouse are provided with the
notice of the ability to defer the distribution and the explanation of the
optional benefit forms. Not less than thirty (30) days nor more than ninety (90)
days prior to the date specified for distribution, the Participant (and, if
applicable, his or her Spouse) shall be provided with written information
relating to his or her right to defer such distribution in accordance with the
guidelines set forth in this Appendix.

      A.7 SPECIAL PAYMENT DATE. The Participant may elect an Annuity Starting
Date which is less than thirty (30) days after the written explanation under
Sections B.4 and B.6 is furnished to the Participant and his/her Spouse,
provided the following requirements are met: (i) the Administrator provides
information to the Participant clearly indicating that the Participant has a
right to at least a thirty (30)-day period in which to consider whether to waive
the Qualified Joint and 50% Survivor Annuity and consent to another form of
distribution; (ii) the Participant is permitted to revoke an affirmative
distribution election at least until the Annuity Starting Date or, if later, at
any time prior to the expiration of the seven (7) day period beginning with the
day after the explanation of the Qualified Joint and 50% Survivor Annuity is
provided to the Participant; (iii) the Annuity Starting Date must be a date
after the date that the explanation is provided to the Participant, but may be a
date before the date that an affirmative distribution election is made by the
Participant; and (iv) the distribution must not actually commence before the
expiration of the foregoing seven (7)-day period.

      A.8 TIMING OF DEATH DISTRIBUTION. Distribution shall generally be made at
such time and in such manner as set forth in Section 6.4 except as follows:

            (a) If the Participant dies after distribution of his or her
interest has begun on his or her Required Beginning Date, the remaining portion
of such interest shall continue to be distributed at least as rapidly as under
the method of distribution being used prior to the Participant's death.

            (b) If the Participant dies before distribution of his or her
interest begins on his or her Required Beginning Date, then the election period
of the Beneficiary (including the surviving Spouse) shall begin on the date the
Participant dies and end on the date benefits to such Beneficiary or Spouse must
begin pursuant to the provisions of this Section. Distribution of the
Participant's entire interest shall be completed by December 31 of the calendar
year containing the fifth (5th) anniversary of the Participant's death, except
to the extent that an election is made to receive distributions in accordance
with clause (i) or (ii) below:

                  (i) to the extent any portion of the Participant's interest is
payable to a Beneficiary, distribution may be made over the life or over a
period certain not greater than the Life Expectancy of that Beneficiary, with
such distribution to commence on or before December 31 of the calendar year
immediately following the calendar year in which the Participant died; or


                                      A-7
<PAGE>

                                                                EXHIBIT NO. 10.1

                  (ii) to the extent the distribution is to be made to the
Participant's surviving Spouse, the date such distribution must begin in
accordance with clause (i) above shall not be earlier than the later of:

                  (i) December 31 of the calendar year immediately following the
calendar year in which the Participant died, and

                  (ii) December 31 of the calendar year in which the Participant
would have attained age seventy and one-half (70 1/2).

            (c) If the Participant has not made an election by his or her death,
the Participant's Beneficiary must elect the method of distribution no later
than the earlier of:

                  (i) December 31 of the calendar year in which distributions
would be required to begin under this Section, or

                  (ii) December 31 of the calendar year containing the fifth
(5th) anniversary of the date of the Participant's death.

            (d) If the Participant has no Beneficiary, or if the Beneficiary
does not elect a method of distribution, distribution of the Participant's
entire interest must be completed by December 31 of the calendar year containing
the fifth (5th) anniversary of the Participant's death.

            (e) For purposes of paragraphs (b) and (c) above, if the surviving
Spouse dies after the Participant but before payments to such Spouse begin, the
provisions of the applicable paragraph (b) or (c) shall be applied as if the
surviving Spouse were the Participant.


                                      A-8
<PAGE>

                                                                EXHIBIT NO. 10.1

                                   APPENDIX B

         MERGER OF PACIFIC COMPENSATION INSURANCE COMPANY [401(K) PLAN]

      The Pacific Compensation Insurance Company 401(k) Plan (the "Pacific
Plan") was merged with and into the Fremont General Corporation and Affiliated
Companies Investment Incentive Plan (the "Fremont Plan"), effective on or about
March 31, 1991 (the "Pacific Merger Date"). Previously, the retirement plan
sponsored by Beaver Insurance Company (the "Beaver Plan") was merged with and
into the Pacific Plan, effective as of February 1991 (the "Beaver Merger Date").
The merger of the Pacific Plan and the Fremont Plan was effected in accordance
with the following provisions:

      B.1 TRANSFER OF ACCOUNT BALANCES. The outstanding account balances under
the Pacific Plan were transferred to the Fremont Plan through a direct transfer
from the trust fund for the Pacific Plan to the Trust Fund for the Fremont Plan
effected on the Pacific Merger Date.

      B.2 AMOUNT OF ACCOUNT BALANCE. The account balance credited to each
individual under the Pacific Plan immediately prior to the Merger Date was
credited to the account maintained for such individual under the Fremont Plan
immediately after the Pacific Merger Date. Accordingly, the account balance
maintained under the Fremont Plan for each individual who was a participant in
the Pacific Plan on the Merger Date was, immediately after the Pacific Merger
Date, credited with a dollar amount equal to that individual's account balance
under the Pacific Plan immediately prior to the Pacific Merger Date.

      B.3 INVESTMENT OF ACCOUNT BALANCE. The account balances transferred from
the Pacific Plan to the Fremont Plan were invested in accordance with each
Participant's new investment directive. In the absence of such directives, the
transferred account balances were invested in such Fund or Funds as the
Administrator deemed appropriate, in its sole and absolute discretion.

      B.4 SERVICE CREDIT. Each Participant in the Fremont Plan, for eligibility
and vesting purposes under the Fremont Plan, was credited with all Service
credited to such Participant for eligibility and vesting purposes under the
Pacific Plan immediately prior to the Pacific Merger Date; provided, however, in
order to be entitled to past service credit, a Participant must have been
employed by Pacific Compensation Insurance Company as of the Pacific Merger
Date.

      B.5 VESTING SCHEDULE. The following vesting schedules shall apply to each
Participant who was hired by Pacific or Beaver prior to the Pacific Merger Date:

            (a) If a Participant's initial date of hire with Pacific or Beaver
was prior to February 1, 1986, the Participant's interest in his or her Matching
Contributions Account shall be 100% vested at all times


                                      B-1
<PAGE>

                                                                EXHIBIT NO. 10.1

            (b) If a Participant's initial date of hire with Pacific or Beaver
was after January 31, 1986 and before December 1, 1988, the Participant's
interest in his or her Matching Contributions Account shall be subject to the
following vesting Schedule:

<TABLE>
<CAPTION>
                      Years of Service                         Vested Percentage
                      ----------------                         -----------------
<S>                                                            <C>
                      Less than 1 year                                  0%
                      1 year but less than 2 years                     20%
                      2 years but less than 3 years                    40%
                      3 years but less than 4 years                    60%
                      4 years but less than 5 years                    80%
                      5 years or more                                 100%
</TABLE>

            (c) If a Participant's initial date of hire with Pacific or Beaver
was after November 30, 1988, the Participant's interest in his or her Matching
Contributions Account shall be subject to the following vesting Schedule:
<TABLE>
<CAPTION>
                      Years of Service                         Vested Percentage
                      ----------------                         -----------------
<S>                                                            <C>
                      Less than 1 year                                  0%
                      1 year but less than 2 years                     10%
                      2 years but less than 3 years                    20%
                      3 years but less than 4 years                    30%
                      4 years but less than 5 years                    40%
                      5 years but less than 6 years                    60%
                      6 years but less than 7 years                    80%
                      7 years or more                                 100%
</TABLE>

      B.6 PROTECTED BENEFITS. The terms and provisions of the Fremont Plan
govern the rights, benefits and entitlements of all Participants and any other
individuals with an interest in any outstanding account balance under the
surviving Fremont Plan. The terms and provisions of the Pacific Plan, as of the
Pacific Merger Date, were extinguished and ceased to have any force or effect.
However, any benefits accrued under the Pacific Plan prior to the Pacific Merger
Date were, and shall, to the extent those benefits are protected benefits under
Code Section 411(d)(6) (the "Protected Benefits"), be preserved under the
Fremont Plan and shall not in any way be affected, reduced or eliminated as a
result of the merger of the Fremont Plan and the Pacific Plan. Except as
outlined in Sections B.7 and B.8, no Protected Benefits exist for Participants
who held account balances in the Pacific Plan as of the Pacific Merger Date
("Pacific Participants") which are not included in the Fremont Plan.

      B.7 BEAVER PROTECTED BENEFITS. The normal form of benefit for Participant
account balances in the Beaver Plan as of the Beaver Merger Date ("Beaver Plan
Accounts") shall be as specified in Section A.2 of Appendix A.

      B.8 SPOUSAL CONSENT. All distributions from Beaver Plan Accounts that may
be made pursuant to one or more of the distributable events in Sections 6.12
through 6.15 of the Fremont Plan and this Appendix are subject to Appendix A.


                                      B-2
<PAGE>

                                                                EXHIBIT NO. 10.1

                                   APPENDIX C

                                INVESTORS BANCOR

      The Investors Bancor 401(k) Plan (the "Investors Plan") was merged with
and into the Fremont General Corporation and Affiliated Companies Investment
Incentive Plan (the "Fremont Plan") effective on or about January 1, 1990. (the
"Investors Merger Date"). The merger of the Investors Plan and the Fremont Plan
was effected in accordance with the following provisions:

      C.1 TRANSFER OF ACCOUNT BALANCES. The outstanding account balances under
the Investors Plan were transferred to the Fremont Plan through a direct
transfer from the trust fund for the Investors Plan to the Trust Fund for the
Fremont Plan effected on the Investors Merger Date.

      C.2 AMOUNT OF ACCOUNT BALANCE. The account balance credited to each
individual under the Investors Plan immediately prior to the Investors Merger
Date was credited to the Account maintained for such individual under the
Fremont Plan immediately after the Investors Merger Date. Accordingly, the
account balance maintained under the Fremont Plan for each individual who was a
participant in the Investors Plan on the Merger Date was, immediately after the
Investors Merger Date, credited with a dollar amount equal to that individual's
account balance under the Investors Plan immediately prior to the Investors
Merger Date.

      C.3 INVESTMENT OF ACCOUNT BALANCE. The account balances transferred from
the Investors Plan to the Fremont Plan were invested in accordance with each
Participant's new investment directive. In the absence of such directives, the
transferred account balances were invested in such Fund or Funds as the
Administrator deems appropriate, in its sole and absolute discretion.

      C.4 SERVICE CREDIT. Each Participant in the Fremont Plan shall, for
eligibility and vesting purposes under the Fremont Plan, be credited with all
Service credited to such Participant for eligibility and vesting purposes under
the Investors Plan immediately prior to the Merger Date; provided, however, in
order to be entitled to past service credit, a Participant must have been
employed by Investors Bancor as of the Investors Merger Date.

      C.5. VESTING SCHEDULE. The following vesting schedule shall apply to each
Participant who was hired by Investors prior to the Investors Merger Date:

<TABLE>
<CAPTION>
                      Years of Service                         Vested Percentage
                      ----------------                         -----------------
<S>                                                            <C>
                      Less than 2 years                                 0%
                      2 years but less than 3 years                    25%
                      3 years but less than 4 years                    50%
                      4 years but less than 5 years                    75%
                      5 years or more                                 100%
</TABLE>


                                      C-1
<PAGE>

                                                                EXHIBIT NO. 10.1

      C.6 NO PROTECTED BENEFITS. The terms and provisions of the Fremont Plan
shall govern the rights, benefits and entitlements of all Participants and any
other individuals who have an interest in any outstanding account balance under
the surviving Fremont Plan. The terms and provisions of the Investors Plan
shall, as of the Investors Merger Date, be extinguished and cease to have any
force or effect.


                                      C-2
<PAGE>

                                                                EXHIBIT NO. 10.1

                                   APPENDIX D

                           CASUALTY INSURANCE COMPANY

      Certain assets of the Incentive Savings Plan of The Continental
Corporation (the "Continental Plan") were transferred, in a trustee-to-trustee
transfer, to the Fremont General Corporation and Affiliated Companies Investment
Incentive Plan (the "Fremont Plan") on or about February 22, 1995 (the
"Continental Transfer Date"). The assets transferred represented account
balances for employees of Casualty Insurance Company ("CIC") and its subsidiary,
Worker's Compensation Indemnity Company of California ("WCIC") ("Continental
Participants"). The transfer of the Continental Plan assets to the Fremont Plan
was effected in accordance with the following provisions:

      D.1 TRANSFER OF ACCOUNT BALANCES. The outstanding account balances under
the Continental Plan were transferred to the Fremont Plan through a direct
transfer from the trust fund for the Continental Plan to the Trust Fund for the
Fremont Plan effected on the Continental Transfer Date.

      D.2 AMOUNT OF ACCOUNT BALANCE. The account balance credited to each
individual under the Continental Plan immediately prior to the Continental
Transfer Date was credited to the Account maintained for such individual under
the Fremont Plan immediately after the Continental Transfer Date. Accordingly,
the account balance maintained under the Fremont Plan for each Continental
Participant was, immediately after the Continental Transfer Date, credited with
a dollar amount equal to that individual's account balance under the Continental
Plan immediately prior to the Continental Transfer Date.

      D.3 INVESTMENT OF ACCOUNT BALANCE. The account balances transferred from
the Continental Plan to the Fremont Plan were invested in accordance with each
Continental Participant's new investment directive. In the absence of such
directives, the transferred account balances were invested in such Fund or Funds
as the Administrator deemed appropriate, in its sole and absolute discretion.

      D.4 SERVICE CREDIT. Each Continental Participant, for eligibility and
vesting purposes under the Fremont Plan, shall be credited with all service
credited to such Participant for eligibility and vesting purposes under the
Continental Plan immediately prior to the Continental Transfer Date; provided,
however, in order to be entitled to past service credit, a Continental
Participant must have been employed by CIC, WCIC or The Buckeye Union Insurance
Company (former parent company of CIC, referred to as "Buckeye") as of the
Continental Transfer Date.

      D.5 VESTING SCHEDULE: The following vesting schedule shall apply to each
Continental Participant who was hired by CIC, WCIC or Buckeye prior to the
Continental Transfer Date:


                                      D-1
<PAGE>

                                                                EXHIBIT NO. 10.1

<TABLE>
<CAPTION>
                      Years of Service                         Vested Percentage
                      ----------------                         -----------------
<S>                                                            <C>
                      Less than 1 year                                  0%
                      1 but less than 2 years                          20%
                      2 but less than 3 years                          40%
                      3 but less than 4 years                          60%
                      4 but less than 5 years                          80%
                      5 years or more                                 100%
</TABLE>

      D.6 PROTECTED BENEFITS. The terms and provisions of the Fremont Plan shall
govern the rights, benefits and entitlements of all Participants and any other
individuals who have an interest in any outstanding account balance under the
surviving Fremont Plan. The terms and provisions of the Continental Plan shall,
as of the Continental Transfer Date, with respect to the assets transferred, be
extinguished and cease to have any force or effect. However, any benefits
accrued under the Continental Plan prior to the Continental Transfer Date shall,
to the extent those benefits are protected benefits under Code Section 411(d)(6)
(the "Protected Benefits"), be preserved under the Fremont Plan and shall not in
any way be affected, reduced or eliminated as a result of the transfer. Except
as outlined in Sections D.7, D.8 and D.9, no Protected Benefits exist for
Participants who held account balances in the Continental Plan as of the
Continental Transfer Date ("Continental Participants") which are not included in
the Fremont Plan.

      D.7 NORMAL RETIREMENT AGE. A Continental Participant employed by CIC, WCIC
or Buckeye prior to January 1, 1988 shall become one hundred percent (100%)
vested in his or her Employer Matching Contributions Account on attainment of
age sixty (60) (the "Continental Plan Normal Retirement Age").

      D.8 AFTER-TAX CONTRIBUTIONS. After-tax contribution accounts for
Continental Participants transferred to the Fremont Plan shall be maintained and
distributed in accordance with the provisions of the Fremont Plan and Section
D.9.

      D.9 SPECIAL WITHDRAWALS. Once in any twelve (12) consecutive month period
a Continental Participant may, by written request to the Administrator, withdraw
funds from his or her Continental Plan after-tax account and the vested portion
of his or her Continental Plan employer contribution account. The minimum
withdrawal amount is One Thousand Dollars ($1,000); provided however, that a
Continental Participant may request a withdrawal of less than the specified
amount if the request is for either (a) the Continental Participant's entire
after-tax account, or (b) the Continental Participants entire after tax account
and the vested portion of the Continental Participant's employer contribution
account. Such withdrawals must be made first, from the Continental Participant's
after tax account, until exhausted, and then, from the vested portion of the
Continental Participant's employer contribution account.


                                      D-2
<PAGE>

                                   APPENDIX E

                       INDUSTRIAL INDEMNITY HOLDINGS INC.

      On or about August 2, 1997 (the "Industrial Transfer Date"), Fremont
General Corporation employed certain former employees of Industrial Indemnity
Holdings, Inc. ("II") in connection with a corporate transaction. While II
participated in The Industrial Plan for the benefit of its employees, there was
no plan-to-plan transfer. Direct rollovers were permitted.

      E.1 SERVICE CREDIT. Each Participant in the Fremont Plan, for eligibility
and vesting purposes under the Fremont Plan, shall be credited with all service
credited to such Participant for eligibility and vesting purposes under the
Industrial Plan immediately prior to the Industrial Transfer Date; provided,
however, and except with respect to past service credit granted by the Company
or the Administrator on other terms prior to January 1, 1998, in order to be
entitled to past service credit, a Participant must have been employed by II as
of the Industrial Transfer Date.

      E.2 PROTECTED BENEFITS. There are no Protected Benefits for Participants
who held account balances in the Industrial Plan as of the Industrial Transfer
Date.


                                      E-1
<PAGE>

                                   APPENDIX F

                                     UNICARE

      On or about September 1, 1998 (the "Wellpoint Transfer Date"), Fremont
acquired certain employees of Unicare Specialty Services, Inc. in connection
with a corporate transaction. While Unicare participated in the Salary Deferral
Savings Program of Wellpoint Health Networks, Inc. and/or the Wellpoint Health
Networks, Inc. Pension Accumulation Plan (the "Wellpoint Plans"), there was no
plan-to-plan transfer. Direct rollovers were permitted.

      F.1 SERVICE CREDIT. Each Participant in the Fremont Plan, for eligibility
and vesting purposes under the Fremont Plan, shall be credited with all service
credited to such Participant for eligibility and vesting purposes under the
Wellpoint Plans immediately prior to the Wellpoint Transfer Date; provided,
however, in order to be entitled to past service credit, a Participant must have
been employed by Unicare as of the Wellpoint Transfer Date.

      F.2 VESTING SCHEDULE. There are no Protected Benefits for Participants who
held account balances in the Wellpoint Plans as of the Wellpoint Transfer Date.


                                      F-1
<PAGE>

                                    EXHIBIT A

                             ANNUAL ADDITION LIMITS

      Section 5.4 of the Plan shall be construed in accordance with this Exhibit
A. Unless the context clearly requires otherwise, words and phrases used in this
Exhibit A shall have the same meanings that are assigned to them under the Plan.

      A.1 DEFINITIONS.

      As used in this Exhibit A, the following terms shall have the meanings
specified below.

      "Annual Additions" shall mean the sum credited to a Participant's Accounts
for any Plan Year of (i) Company contributions, (ii) voluntary contributions,
(iii) forfeitures, (iv) amounts credited after March 31, 1984 to an individual
medical account, as defined in Section 415(l)(2) of the Code which is part of a
defined benefit plan maintained by the Company, and (v) amounts derived from
contributions paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement medical benefits
allocated to the separate account required with respect to a Key Employee (as
defined in Section 14.2(c) of the Plan) under a welfare benefit plan (as defined
in Section 419(e) of the Code) maintained by the Company.

      "Defined Contribution Plan" means a plan described in Section 414(i) and
414(k)(2) of the Code.

      A.2 ANNUAL ADDITION LIMITATIONS.

            (a) In the event that contributions that would otherwise be
contributed or allocated to the Participant's Accounts under this Plan or other
Defined Contribution Plans would cause the Annual Additions for the Limitation
Year to exceed the limits of Section 5.4, then the amount contributed or
allocated shall be reduced so that the Annual Additions for the Limitation Year
equal the limit in Section 5.4. In the event the limitations of Section 5.4 of
the Plan are exceeded and the conditions specified in Treasury Regulations
Section 1.415-6(b)(6) are met, then the Annual Additions to the accounts of a
Participant that exceed the limitations of Section 5.4 shall be reduced in the
following priority:

                  (i) First, any Salary Deferral Contributions (including, if
applicable, the gains thereon) made on the Participant's behalf which were not
the subject of any Employer Matching Contributions shall be distributed to the
Participant as a current cash payment, subject to applicable Federal and state
withholding taxes;

                  (ii) Then, any Salary Deferral Contributions (including, if
applicable, the gains thereon) made on the Participant's behalf which were
entitled to Employer Matching Contributions shall be distributed to the
Participant as a current cash payment, subject to applicable Federal and state
withholding taxes, and no Employer Matching Contributions shall be made with
respect to the distributed Salary Deferral Contributions. Accordingly, the
Participant's Employer Matching Contributions for such Plan Year are to be
reduced as follows:


Exhibit A-1

<PAGE>

                        (A) To the extent the Employer Matching Contributions
have not already been made to the Plan on the Participant's behalf, the
reduction shall be effected by making an appropriate reduction in the aggregate
amount of Employer Matching Contributions required for such Plan Year to take
into account the distributed Salary Deferral Contributions no longer eligible
for Employer Matching Contributions; or

                        (B) To the extent the Employer Matching Contributions
have already been allocated to the Participant's Employer Matching Contributions
Account for the Plan Year coincident with such Limitation Year, then such
Employer Matching Contributions (to the extent attributable to the distributed
Salary Deferral Contributions) shall, together with the earnings thereon (if
applicable), be withdrawn from the Participant's Employer Matching Contributions
Account and reapplied to the satisfaction of any Employer Matching Contributions
still to be made on behalf of other Participants eligible for Employer Matching
Contributions for such Plan Year. Any Employer Matching Contributions withdrawn
from the Participant's Employer Matching Contributions Account and not so
reapplied shall be held unallocated in a suspense account and shall be used to
reduce future Contributions for each succeeding Plan Year until the suspense
account is reduced to zero (0). No profits or losses attributable to the assets
of the Trust shall be allocated to the suspense account, nor shall any
Contributions to the Plan (other than Salary Deferral Contributions) be made by
the Employer while there is an outstanding balance in such suspense account.
Upon the termination of the Plan, any outstanding balance in the suspense
account shall revert to the Employer or, if applicable, the Participating
Employer who made such Employer Matching Contributions to the Trust;

            (b) If any Company or any Affiliated Company contributes amounts, on
behalf of Participants covered by the Plan, to other Defined Contribution Plans,
the limitation on Annual Additions shall be applied to Annual Additions in the
aggregate to the Plan and such other plans. Reduction of Annual Additions, where
required, shall be accomplished by first reducing the Participant's allocable
share of contributions and forfeitures under the other Defined Contribution Plan
in accordance with the applicable provisions of such other plan and then, if
necessary, taking the actions in subsection (a) above.

            (c) The compensation limitation of Section 5.4 of the Plan shall not
apply to any contribution for medical benefits (within the meaning of Section
419A(f)(2)) after separation from service which is treated as an Annual
Addition.


Exhibit A-2

<PAGE>

                              AMENDMENT NUMBER ONE

                                     TO THE

                           FREMONT GENERAL CORPORATION

                            INVESTMENT INCENTIVE PLAN

                               (2000 RESTATEMENT)

      Effective as of January 1, 2000, the Fremont General Corporation
Investment Incentive Plan (the "Plan") is amended to provide that:

      FIRST: Section 2.20 is amended in its entirety to provide as follows:

                  "2.20 SECTION 415 COMPENSATION

                  (a) `Section 415 Compensation' means all of an Employee's W-2
            wages as defined in Code Section 3401(a) for the purposes of income
            tax withholding at the source but determined without regard to any
            rules that limit the remuneration included in wages based on the
            nature or location of the employment or the services performed (such
            as the exception for agricultural labor in Code Section 3401(a)(2)).
            Section 415 Compensation includes any elective deferrals (as defined
            in Code Section 402(g)(3)), and any amount contributed or deferred
            by the Employer at the election of the Employee and not includable
            in the gross income of the Employee by reason of Code Section 125,
            457, or, effective January 1, 2001, 132(f)(4). Section 415
            Compensation does not include any deferrals under a nonqualified
            deferred compensation plan or supplemental executive retirement
            plan.

                  (b) For purposes of this Section, Compensation for a
            limitation year is the Compensation defined in subsection (a)
            actually paid or made available to the Employee during the
            limitation year.

                  (c) This definition of Section 415 Compensation shall be
            applicable effective as of January 1, 1998."

      SECOND: The following new sentence is added at the end of Section
6.7(b)(iv):

<PAGE>

                  "'Eligible Rollover Distributions' shall not include hardship
            withdrawals made after December 31, 1998."

      THIRD: The first sentence of Section 2.15(c) is amended in its entirety to
read as follows:

                  "Effective January 1, 1997, a `Leased Employee' shall mean any
            person who, pursuant to an agreement between the Employer and any
            other person (`Leasing Organization'), has performed services for
            the Employer (or for the Employer and related persons determined in
            accordance with Code Section 414(n)(6)) (`Recipient Employer') on a
            substantially full-time basis for a period of at least one (1) year
            and such services are performed under the primary direction or
            control by the Recipient Employer."

      FOURTH: The following subsection (d) is added to Section 2.20:

                  "(d) This definition of `Highly Compensated Employee' shall be
            effective for Plan Years beginning on or after January 1, 1997,
            except that for purposes of determining if an Employee was a Highly
            Compensated Employee in 1997, this definition will be treated as
            having been in effect in 1996."

      FIFTH: The effective date for Sections 5.5(a) and 5.7(a) (each regarding
prior Plan Year testing) and Section 5.5(b)(iii) is January 1, 1997.

      SIXTH: Section 5.8(c) is amended in its entirety to provide as follows:

                  "(c) Determination of Amount of Excess Matching Contributions.
            Effective January 1, 1997, the amount of Excess Matching
            Contributions for Highly Compensated Employees for a Plan year shall
            be determined by the following method, to enable the Plan to satisfy
            the ACP test:

                        (i) The allocations of Employer Matching Contributions
            of the Highly Compensated Employee with highest dollar amount of
            Employer Matching Contributions shall be reduced, as necessary,
            until such Employee's Employer Matching Contributions equal those of
            the Highly Compensated Employee(s) with the second highest dollar
            amount of Employer Matching Contributions.

<PAGE>

                        (ii) Following the application of paragraph (i), if it
            is still necessary to reduce Highly Compensated Employees'
            allocations of Employee Matching Contributions, then the Employer
            Matching Contributions of Highly Compensated Employees with the
            highest and second highest dollar amount of Employer Matching
            Contributions shall be reduced, as necessary, until each affected
            Employee's Employer Matching Contribution equals that (those) of the
            Highly Compensated Employee(s) with the third highest dollar amount
            of Employer Matching Contributions.

                        (iii) Following the application of (ii), if it is still
            necessary to reduce Highly Compensated Employees' allocations of
            Employer Matching Contributions, then the procedure, the beginning
            of which is described in paragraphs (i) and (ii), shall continue
            until no further reductions are necessary.

                        (iv) Amounts determined pursuant to paragraphs (i)
            through (iii) shall be combined. The resulting sum shall be the
            Excess Matching Contributions, and
<PAGE>

            the portion of the total to be allocated to each affected Highly
      Compensated Employee shall be determined pursuant to paragraph (d) below."

                                        Fremont General Corporation


Dated: January __, 2002                 By:_____________________________________

                                        Raymond G. Meyers

                                        Senior Vice President
<PAGE>

                              AMENDMENT NUMBER TWO

                                     TO THE

                           FREMONT GENERAL CORPORATION

                            INVESTMENT INCENTIVE PLAN

                               (2000 RESTATEMENT)

      Effective as of January 1, 2002, the Fremont General Corporation
Investment Incentive Plan (the "Plan") is amended to provide that:

      FIRST: Section 6.6(g) is amended in its entirety to provide as follows:

                  "(g) Notwithstanding any provision of the Plan to the
            contrary, no distribution to a Participant shall be permitted in
            connection with a termination of employment if Section 401(k) of the
            Code prohibits a distribution of Salary Deferral Contributions or if
            Section 401(k) of the Code (as in effect prior to 2002) would have
            prohibited distribution. See also Section 8.3. In addition, no
            distribution shall be made to a Participant in connection with a
            termination of employment due to some type of corporate transaction
            if the Participant's Accounts are transferred to a tax-qualified
            plan of the acquiring entity."

      SECOND: The following new Section 8.3(c) is added:

                  "(c) Notwithstanding anything herein to the contrary,
            Employees transferred to Cambridge Integrated Service Group, Inc.
            pursuant to an outsourcing transaction in 2000 or 2001 shall be
            eligible to take a distribution pursuant to Section 6.6 effective
            January 1, 2002. Unless and until an individual described in the
            preceding sentence takes a distribution, he shall continue to vest
            in his Accounts under the Plan as long as he continues to work for
            Cambridge Integrated Service Group, Inc. If he is not fully vested
            and elects to take a distribution, he shall be subject to the terms
            of Section 6.2."

<PAGE>

                                        Fremont General Corporation


Dated: December __, 2001                By:_____________________________________

                                        Raymond G. Meyers

                                        Senior Vice President
<PAGE>

                             AMENDMENT NUMBER THREE

                                     TO THE

                           FREMONT GENERAL CORPORATION

                            INVESTMENT INCENTIVE PLAN

                               (2000 RESTATEMENT)

      Effective beginning with the Plan Year 2002, the Fremont General
Corporation Investment Incentive Plan (the "Plan") is amended to add the
following new Section 4.1(c):

                  "(c) Notwithstanding the foregoing, Participants who are
            eligible to make Salary Deferral Contributions under this Plan and
            who have attained age 50 before the close of the Plan Year shall be
            eligible to make catch-up contributions in accordance with, and
            subject to the limitations of, Section 414(v) of the Code. Such
            catch-up contributions shall not be taken into account for purposes
            of the provisions of the Plan implementing the required limitations
            of Sections 402(g) and 415 of the Code. The Plan shall not be
            treated as failing to satisfy the provisions of the Plan
            implementing the requirements of Section 401(k)(3), 401(k)(11),
            401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of
            making such catch-up contributions."

                                        Fremont General Corporation


Dated: December __, 2001                By:_____________________________________

                                        Raymond G. Meyers

                                        Senior Vice President
<PAGE>

                              AMENDMENT NUMBER FOUR

                                     TO THE

 FREMONT GENERAL CORPORATION AND AFFILIATED COMPANIES INVESTMENT INCENTIVE PLAN

                               (2000 RESTATEMENT)

      WHEREAS, Fremont General Corporation (the "Company") maintains the Fremont
General Corporation and Affiliated Companies Investment Incentive Plan (as
amended and restated effective as of January 1, 2000 and as subsequently
amended) (the "Plan"); and

      WHEREAS, the Company has the right to amend the Plan;

      WHEREAS, the Company desires to amend the Plan to reflect certain changes
in the law made by the passage of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA") and to adopt provisions reflecting final
regulations governing minimum required distributions;

      WHEREAS, the Company desires to amend the Plan to qualify for the safe
harbor nondiscrimination provisions of Internal Revenue Code Sections 401(k)(12)
and 401(m)(11);

      NOW, THEREFORE, the Plan is amended, effective as January 1, 2002, except
as otherwise provided:

FIRST: Section 2.10(b) is amended in its entirety to provide as follows:

      "(b) The annual Compensation of each Participant taken into account in
      determining allocations for any Plan Year beginning after December 31,
      2001, shall not exceed

<PAGE>

      $200,000, as adjusted for cost-of-living increases in accordance with
      Section 401(a)(17)(B) of the Code. Annual Compensation means Compensation
      during the Plan Year or such other consecutive 12-month period over which
      Compensation is otherwise determined under the Plan (the Determination
      Period). The cost-of-living adjustment in effect for a calendar year
      applies to annual Compensation for the Determination Period that begins
      with or within such calendar year."

      SECOND: Section 4.1(a) is amended in its entirety as follows:

            "(a) Subject to the limitations of Section 5.4 and 5.5, each
      Participant who is an Eligible Employee may elect, in accordance with the
      procedures established from time to time by the Administrator, to have a
      portion of his or her Compensation from each payroll period contributed to
      his or her Salary Deferral Contributions Account. The Participant's
      election shall specify the amount of his or her Compensation to be
      contributed (expressed as a whole percentage), which amount shall not be
      more than fifteen percent (15%) of the Participant's Compensation for the
      Plan Year; provided, however, in no event shall the dollar amount
      contributed on behalf of such Participant under this Plan, or any other
      qualified plan maintained by the Employer during any taxable year, be in
      excess of the dollar limitation contained in Code Section 402(g) in effect
      for such taxable year, except to the extent permitted under Section 4.1(c)
      of the Plan and Code Section 414(v), if applicable."

THIRD: Effective January 1, 2003, Section 4.2 is amended in its entirety as
follows:

      "4.2 Employer Matching Contributions

            (a) Each Participating Employer shall make Employer Matching
      Contributions to the Trust Fund either in Company Stock or in cash for the
      Matching Contributions Account of each Participant who has made a salary
      deferral election. The Employer Matching Contribution for each Participant
      shall be in the amount of one dollar for every dollar the Participant
      elects as a Salary Deferral Contribution up to the first 6% of
      Compensation deferred by the Participant.

            (b) Employer Matching Contributions which would otherwise be made on
      behalf of a Participant may be reduced to the extent necessary to comply
      with the limitations of Sections 4.4, 5.4, 5.5 and 5.7. Any amount that
      cannot be contributed to the Trust because of these limitations shall be
      returned by the Employer, and the Employer shall have no obligation to
      contribute such amount to the Trust."

FOURTH: Section 4.6(a) is amended in its entirety to provide as follows:

      "(a) The Trustee may, with the consent of the Administrator, in its sole
      and absolute discretion, accept a Rollover Contribution of assets
      previously held under the following plans: (1) a qualified plan described
      in Code Section 401(a) or 403(a), excluding after-tax employee
      contributions; (2) an annuity contract described in Code Section 403(b),
      excluding after-tax employee contributions; or (3) an eligible plan under
      Code

<PAGE>

      Section 457(b) which is maintained by a state, political subdivision of a
      state, or any agency or instrumentality of a state or political
      subdivision of a state. Additionally, the Trustee may, with the consent of
      the Administrator, in its sole and absolute discretion, accept a Rollover
      Contribution of the portion of a distribution from an individual
      retirement account or annuity described in Code Section 408(a) or 408(b)
      that is eligible to be rolled over and would otherwise be includible in
      gross income. The assets may be (i) received from the Employee in the form
      of an indirect rollover in accordance with Code Section 402(c) or
      408(d)(3); or (ii) transferred in the form of a Direct Rollover (as
      defined in Section 6.7) from another plan. Such amounts shall be held in a
      Rollover Account."

      FIFTH: Section 5.4 is amended in its entirety as follows:

            "5.4 Section 415 Limitations.

            Notwithstanding anything else contained herein, except to the extent
      permitted under Section 4.1(c) of the Plan and Section 414(v) of the Code,
      if applicable, the Annual Additions that may be contributed or allocated
      to a Participant's Account under the Plan for any limitation year shall
      not exceed the lesser of: (1) $40,000, as adjusted for increases in the
      cost-of-living under Code Section 415(d); or (2) 100% of the Participant's
      Compensation, within the meaning of Code Section 415(c)(3), for the
      limitation year. The compensation limit referred to in this Section 5.4
      shall not apply to any contribution for medical benefits after separation
      from service (within the meaning of Code Section 401(h) or Section
      419A(f)(2)) which is otherwise treated as an Annual Addition."

SIXTH: Effective January 1, 2003, the following new Section 5.5(e) is added:

      "(e) The provisions of this Section 5.5 shall not apply to Plan Years
      beginning on or after January 1, 2003; the Plan is intended to comply with
      the safe harbor provisions of Code Section 401(k)(12) on and after such
      dates."

      SEVENTH: The following new Section 5.7(b)(viii) is added as follows:

            "(viii) This Section 5.7(b) shall not apply for Plan Years beginning
      after December 31, 2001."

EIGHTH: Effective January 1, 2003, the following new Section 5.7(d) is added:

      "(d) The provisions of this Section 5.7 shall not apply to Plan Years
      beginning on or after January 1, 2003; the Plan is intended to comply with
      the safe harbor provisions of Code Section 401(m)(11) on and after such
      dates."

NINTH: Effective January 1, 2003, the following new Section 6.1(a)(iv) is added:

<PAGE>

      "(iv) Notwithstanding the foregoing, if a Participant is an Employee at
      any time on or after January 1, 2003, the Participant's interest in his or
      her Matching Contributions Account shall be 100% vested."

      TENTH: The following new Section 6.7(b)(iii)(C) is added as follows:

            "(C) Effective January 1, 2002, an Eligible Retirement Plan shall
      also mean an annuity contract described in Code Section 403(b) and an
      eligible plan under Code Section 457(b) which is maintained by a state,
      political subdivision of a state, or any agency or instrumentality of a
      state or political subdivision of a state and which agrees to separately
      account for amounts transferred into such plan from this Plan. The
      definition of Eligible Retirement Plan shall also apply in the case of a
      distribution to a surviving spouse, or to a spouse or former spouse who is
      the alternate payee under a qualified domestic relation order, as defined
      in Code Section 414(p)."

ELEVENTH: Effective January 1, 2003, Section 6.9(a)(ii) is amended in its
entirety to provide as follows:

      "(ii) All distributions required under this Section 6.9 shall be
      determined and made in accordance with the Treasury Regulations under Code
      Section 401(a)(9). Notwithstanding any other provision of this Section
      6.9, distributions may be made under a designation made before January 1,
      1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal
      Responsibility Act (TEFRA) and the provisions of the Plan that relate to
      Section 242(b) of TEFRA."

TWELFTH: Effective January 1, 2003, Section 6.9(a)(iii) is amended in its
entirety to provide as follows:

      "(iii) If the Participant dies before distribution is made, the
      Participant's entire interest will be distributed no later than as
      follows:

            (A) If the Participant's surviving spouse is the Participant's sole
      designated Beneficiary, then, except as provided elsewhere in this Section
      6.9, distributions to the surviving spouse will be made by December 31 of
      the calendar year immediately following the calendar year in which the
      Participant died, or by December 31 of the calendar year in which the
      Participant would have attained age 70 1/2, if later.

            (B) If there is no designated Beneficiary as of September 30 of the
      year following the year of the Participant's death, the Participant's
      entire interest will be distributed by December 31 of the calendar year
      containing the fifth anniversary of the Participant's death.

<PAGE>

            (C) If the Participant's surviving spouse is the Participant's sole
      designated Beneficiary and the surviving spouse dies after the Participant
      but before distribution to the surviving spouse, this Section 6.9(a)(iii),
      other than Section 6.9(a)(iii)(A), will apply as if the surviving spouse
      were the Participant.

            For purposes of this Section 6.9(a)(iii), unless Section
      6.9(a)(iii)(C) applies, distributions are considered to be made on the
      Participant's Required Beginning Date. If Section 6.9(a)(iii)(C) applies,
      distributions are considered to be made on the date distributions are
      required to be made to the surviving spouse under Section 6.9(a)(iii)(A).
      The individual who is designated as the Beneficiary under Section 2.5 of
      the Plan is the designated beneficiary under Code Section 401(a)(9) and
      Section 1.401(a)(9)-4, Q&A-1, of the Treasury Regulations."

THIRTEENTH: Effective January 1, 2003, 6.9(d)(ii) is amended in its entirety as
follows:

      "(ii) Required Beginning Date. The Required Beginning Date means April 1
      of the calendar year following the later of (a) the calendar year in which
      the Participant attains age seventy and a half (70 1/2), or (b) the
      calendar year in which the Employee's Severance Date occurs. In the case
      of a Participant who is a five percent (5%) owner (as defined in Section
      416 of the Code) with respect to the Plan ending in the calendar year in
      which the Participant turns 70 1/2, the Required Beginning Date shall be
      April 1 of the calendar year following the calendar year in which the
      Participant turns 70 1/2."

FOURTEENTH: Effective January 1, 2003, the following new Section 6.9(e) is
added:

      "(e) All distributions required under this Section 6.9 will be determined
      and made in accordance with the Treasury regulations under Code Section
      401(a)(9). The requirements of this Section 6.9 will take precedence over
      any inconsistent provisions of the Plan provided that this Section 6.9
      shall not be considered to allow a Participant or Beneficiary to delay a
      distribution or elect an optional form of benefit not otherwise provided
      in the Plan."

FIFTEENTH: Section 14.2(c) is amended in its entirety to provide as follows:

      "(c) Key employee. `Key Employee' means any Employee or former Employee
      (including any deceased Employee) who at any time during the Plan Year
      that includes the determination date was an officer of the Employer having
      annual Compensation greater than $130,000 (as adjusted under Code Section
      416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent
      owner of the Employer, or a 1-percent owner of the Employer having annual
      Compensation of more than $150,000. For this purpose, annual compensation
      means compensation within the meaning of Code Section 415(c)(3). The
      determination of who is a key employee will be made in

<PAGE>

      accordance with Code Section 416(i)(1) and the applicable regulations and
      other guidance of general applicability issued thereunder."

SIXTEENTH: The following new Section 14.2(h)(iv) is added as follows:

      "(iv) Notwithstanding the foregoing, effective January 1, 2002, this
      Section 14.2(h)(iv) shall apply for purposes of determining the present
      values of accrued benefits and the amounts of account balances of
      Employees as of the determination date.

                  (1) Distributions during year ending on the determination
            date. The present values of accrued benefits and the amounts of
            account balances of an Employee as of the determination date shall
            be increased by the distributions made with respect to the Employee
            under the Plan and any plan aggregated with the Plan under Code
            Section 416(g)(2) during the 1-year period ending on the
            determination date. The preceding sentence shall also apply to
            distributions under a terminated plan which, had it not been
            terminated, would have been aggregated with the Plan under Code
            Section 416(g)(2)(A)(i). In the case of a distribution made for a
            reason other than separation from service, death, or disability,
            this provision shall be applied by substituting `5-year period' for
            `1-year period.'

                  (2) Employees not performing services during year ending on
            the determination date. The accrued benefits and accounts of any
            individual who has not performed services for the Employer during
            the 1-year period ending on the determination date shall not be
            taken into account."

SEVENTEENTH: The following is added at the end of Section 14.3(a):

      "Notwithstanding the foregoing, Employer Matching Contributions shall be
      taken into account for purposes of satisfying the minimum contribution
      requirements of Code Section 416(c)(2) and the Plan. The preceding
      sentence shall apply with respect to Employer Matching Contributions under
      the Plan or, if the Plan provides that the minimum contribution
      requirement shall be met in another plan, such other plan. Employer
      Matching Contributions that are used to satisfy the minimum contribution
      requirements shall be treated as matching contributions for purposes of
      the actual contribution percentage test and other requirements of Section
      401(m) of the Code."

EIGHTEENTH: The following new Section 14.5 is added:

            "14.5 Safe Harbor Status. Notwithstanding the foregoing, the
      top-heavy requirements of Section 416 of the Code and this Article XIV
      shall not apply in any year beginning after December 31, 2002, in which
      the Plan consists solely of a cash or deferred arrangement which meets the
      requirements of Section 401(k)(12) of the Code and matching contributions
      with respect to which the requirements of Section 401(m)(11) of the Code
      are met."

<PAGE>

      IN WITNESS WHEREOF, this Amendment Number Four is hereby adopted this ____
day of _________________, 2002.


                                        ________________________________________

                                        By______________________________________