<PAGE>
                                                                    EXHIBIT 10.3

                  AMERICA SERVICE GROUP INC. 401(k) RETIREMENT

                                  SAVINGS PLAN


                         2002 Amendment and Restatement

            AMERICA SERVICE GROUP INC. 401(K) RETIREMENT SAVINGS PLAN


<PAGE>
           AMERICA SERVICE GROUP INC. 401(K) RETIREMENT SAVINGS PLAN


WHEREAS, America Service Group Inc. (hereinafter referred to as the "Employer")
heretofore adopted the America Service Group Inc. 401(k) Retirement Savings Plan
(hereinafter referred to as the "Plan") for the benefit of its eligible
Employees, effective as of January 1, 1989; and

WHEREAS, the Employer reserved the right to amend the Plan; and

WHEREAS, the Employer wishes to amend the Plan in order to comply with changes
permitted or required by the Uruguay Round Agreements Act ("GATT"), the
Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"),
the Small Business Job Protection Act of 1996 ("SBJPA"), the Taxpayer Relief Act
of 1997 ("TRA'97"), the Internal Revenue Service Restructuring and Reform Act of
1998, the Community Renewal Tax Relief Act of 2000 and to add or modify certain
administrative provisions; and

WHEREAS, it is intended that the Plan is to continue to be a qualified profit
sharing plan under Section 401(a) and 501(a) of the Internal Revenue Code for
the exclusive benefit of the Participants and their Beneficiaries; and

WHEREAS, it is intended that the cash or deferral arrangement forming part of
the Plan is to continue to qualify under Section 401(k) of the Internal Revenue
Code;

NOW, THEREFORE, the Plan is hereby amended by restating the Plan, effective as
of January 1, 2002 except where the provisions of the Plan (or the requirements
of applicable law) shall otherwise specifically provide, in its entirety as
follows:


<PAGE>

                                TABLE OF CONTENTS

ARTICLE ONE--DEFINITIONS
     1.1      Account
     1.2      Administrator
     1.3      Beneficiary
     1.4      Break in Service
     1.5      Code
     1.6      Compensation
     1.7      Disability
     1.8      Early Retirement Date
     1.9      Effective Date
     1.10     Employee
     1.11     Employer
     1.12     Employment Date
     1.13     Fail-Safe Contribution
     1.14     Highly-Compensated Employee
     1.15     Hour of Service
     1.16     Leased Employee
     1.17     Nonhighly-Compensated Employee
     1.18     Normal Retirement Date
     1.19     Participant
     1.20     Plan
     1.21     Plan Year
     1.22     Trust
     1.23     Trustee
     1.24     Valuation Date
     1.25     Year of Service


ARTICLE TWO--SERVICE DEFINITIONS AND RULES
     2.1      Year of Service
     2.2      Break in Service
     2.3      Leave of Absence
     2.4      Rule of Parity on Return to Employment
     2.5      Service in Excluded Job Classifications or with Related Companies


ARTICLE THREE--PLAN PARTICIPATION
     3.1      Participation
     3.2      Re-employment of Former Participant
     3.3      Termination of Eligibility
     3.4      Compliance with USERRA


<PAGE>

ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS, ROLLOVERS AND
TRANSFERS FROM OTHER PLANS
     4.1      Elective Deferrals
     4.2      Employer Contributions
     4.3      Rollovers and Transfers of Funds from Other Plans
     4.4      Timing of Contributions


ARTICLE FIVE--ACCOUNTING RULES
     5.1      Investment of Accounts and Accounting Rules
     5.2      Participants Omitted in Error


ARTICLE SIX--VESTING AND RETIREMENT BENEFITS
     6.1      Vesting
     6.2      Forfeiture of Nonvested Balance
     6.3      Distribution of Less than Entire Vested Account Balance
     6.4      Normal Retirement
     6.5      Disability
     6.6      Early Retirement


ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS
     7.1      Manner of Payment
     7.2      Time of Commencement of Benefit Payments
     7.3      Furnishing Information
     7.4      Joint and Survivor Annuity
     7.5      Amount of Death Benefit
     7.6      Designation of Beneficiary
     7.7      Distribution of Death Benefits
     7.8      Qualified Pre-retirement Survivor Annuity
     7.9      Eligible Rollover Distributions


ARTICLE EIGHT--IN-SERVICE WITHDRAWALS
     8.1      Hardship Distributions
     8.2      Withdrawals After Age 59 1/2
     8.3      Withdrawals of Rollover Contributions


ARTICLE NINE--ADMINISTRATION OF THE PLAN
     9.1      Plan Administration
     9.2      Claims Procedure
     9.3      Trust Agreement


<PAGE>

ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS
    10.1      Distribution of Excess Elective Deferrals
    10.2      Limitations on 401(k) Contributions
    10.3      Nondiscrimination Test for Employer Matching Contributions
    10.4      Limitation on the Multiple Use Alternative


ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS
    11.1      Rules and Definitions


ARTICLE TWELVE--AMENDMENT AND TERMINATION
    12.1      Amendment
    12.2      Termination of the Plan
    12.3      Distribution Upon Sale or Disposition of Stock or Assets


ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS
    13.1      Applicability
    13.2      Definitions
    13.3      Allocation of Employer Contributions and Forfeitures for a
              Top-Heavy Plan Year
    13.4      Vesting


ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS
    14.1      Plan Does Not Affect Employment
    14.2      Successor to the Employer
    14.3      Repayments to the Employer
    14.4      Benefits not Assignable
    14.5      Merger of Plans
    14.6      Investment Experience not a Forfeiture
    14.7      Construction
    14.8      Governing Documents
    14.9      Governing Law
    14.10     Headings
    14.11     Counterparts
    14.12     Location of Participant or Beneficiary Unknown
    14.13     Distribution to Minor or Legally Incapacitated


<PAGE>

                            ARTICLE ONE--DEFINITIONS

For purposes of the Plan, unless the context or an alternative definition
specified within another Article provides otherwise, the following words and
phrases shall have the definitions provided:

1.1      "ACCOUNT" shall mean the individual bookkeeping accounts maintained for
         a Participant under the Plan which shall record (a) the Participant's
         allocations of Employer contributions and forfeitures, (b) amounts of
         Compensation deferred to the Plan pursuant to the Participant's
         election, (c) any amounts transferred to this Plan under Section 4.3
         from another qualified retirement plan, and (d) the allocation of Trust
         investment experience.

1.2      "ADMINISTRATOR" shall mean the Plan Administrator appointed from time
         to time in accordance with the provisions of Article Nine hereof. ---

1.3      "BENEFICIARY" shall mean any person, trust, organization, or estate
         entitled to receive payment under the terms of the Plan upon the death
         of a Participant.

1.4      "BREAK IN SERVICE" shall have the meaning set forth in Article Two.

1.5      "CODE" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.

1.6      "COMPENSATION" shall mean the compensation paid to a Participant by the
         Employer for the Plan Year, but exclusive of expense reimbursements,
         amounts received upon exercise or conversion of stock rights or stock
         appreciation rights, any program of deferred compensation or additional
         benefits payable other than in cash and exclusive of any compensation
         received prior to his becoming a Participant in the Plan. Compensation
         shall include any amounts deferred under a salary reduction agreement
         in accordance with Section 4.1 or under a Code Section 125 plan
         maintained by the Employer.

         In addition to other applicable limitations set forth in the Plan, and
         notwithstanding any other provision of the Plan to the contrary, the
         annual Compensation of each Participant taken into account under the
         Plan shall not exceed the OBRA `93 annual compensation limit. The OBRA
         `93 annual compensation limit is $150,000, as adjusted by the Secretary
         of the Treasury or his delegate for increases in the cost of living in
         accordance with Section 401(a)(17)(B) of the Code. The cost-of-living
         adjustment in effect for a calendar year applies to any period, not
         exceeding twelve (12) months, over which Compensation is determined
         (determination period) beginning in such calendar year. If a
         determination period consists of fewer than twelve (12) months, the
         OBRA `93 annual compensation limit shall be multiplied by a fraction,
         the numerator of which is the number of months in the determination
         period, and the denominator of which is twelve (12).


                                       1
<PAGE>

         Any reference in the Plan to the limitation under Section 401(a)(17) of
         the Code shall mean the OBRA `93 annual compensation limit set forth in
         this provision.

         If Compensation for any prior determination period is taken into
         account in determining a Participant's benefits accruing in the current
         Plan Year, the Compensation for that prior determination period shall
         be subject to the OBRA `93 annual compensation limit in effect for that
         prior determination period.

         For purposes of determining who is a Highly-Compensated Employee,
         Compensation shall mean compensation as defined in Code Section
         414(q)(4).

         For limitation years (or Plan Years, as the case may be) beginning on
         and after January 1, 2001, for purposes of applying the limitations
         described in Section 11.1, and for purposes of defining compensation
         under Section 1.14 and Article Thirteen of the Plan, compensation paid
         or made available during such limitations years (or Plan Years) shall
         include elective amounts that are not includible in the gross income of
         the Employee by reason of Section 132(f)(4) of the Code.

1.7      "DISABILITY" shall mean a "permanent and total" disability incurred by
         a Participant while in the employ of the Employer. For this purpose, a
         permanent and total disability shall mean suffering from a physical or
         mental condition which, in the opinion of the Administrator and based
         upon appropriate medical advice and examination, can be expected to
         result in death or can be expected to last for a continuous period of
         no less than twelve (12) months. The condition must have existed for a
         period of at least three (3) months and, in accordance with uniform and
         consistent rules, must be determined by the Administrator to prevent
         the Participant from engaging in substantial gainful activity. Receipt
         of a Social Security disability award shall be deemed proof of
         disability.

1.8      "EARLY RETIREMENT DATE" shall mean the date on which a Participant
         retires early pursuant to Section 6.6.

1.9      "EFFECTIVE DATE." The Plan's initial Effective Date is January 1, 1989.
         The Effective Date of this restated Plan, on and after which it
         supersedes the terms of the existing Plan document, is January 1, 2002,
         except where the provisions of the Plan (or the requirements of
         applicable law) shall otherwise specifically provide. The rights of any
         Participant who separated from the Employer's Service prior to the
         applicable date shall be established under the terms of the Plan and
         Trust as in effect at the time of the Participant's separation from
         Service for purposes of determining such Participant's vested status
         and Service under the Plan, unless the Participant subsequently returns
         to Service with the Employer. Rights of spouses and Beneficiaries of
         such Participants shall also be governed by those documents.

1.10     "EMPLOYEE" shall mean a common law employee of the Employer (including
         a "professional associate"). For purposes hereof, the term
         "professional associate" shall mean a health care delivery specialist
         who is regularly engaged by the Employer to deliver health care
         services in its


                                       2
<PAGE>

         name and in fulfillment of its obligations, who is subject to licensure
         and regulation by federal or state authorities, and whose eligibility
         for licensure depends upon satisfactory completion of formal education
         requirements resulting in professional certification (e.g., medical and
         osteopathic physicians, surgeons, psychiatrists, psychologists,
         dentists, ophthalmologists, optometrists, etc.).

1.11     "EMPLOYER" shall mean America Service Group Inc. and any subsidiary or
         affiliate which is a member of its "related group" (as defined in
         Section 2.5) which has adopted the Plan (a "Participating Affiliate"),
         and shall include any successor(s) thereto which adopt this Plan. Any
         such subsidiary or affiliate of America Service Group Inc. may adopt
         the Plan with the approval of its board of directors (or noncorporate
         counterpart) subject to the approval of America Service Group Inc. The
         provisions of this Plan shall apply equally to each Participating
         Affiliate and its Employees except as specifically set forth in the
         Plan; provided, however, notwithstanding any other provision of this
         Plan, the amount and timing of contributions under Article 4 to be made
         by any Employer which is a Participating Affiliate shall be made
         subject to the approval of America Service Group Inc. For purposes
         hereof, each Participating Affiliate shall be deemed to have appointed
         America Service Group Inc. as its agent to act on its behalf in all
         matters relating to the administration, amendment, termination of the
         Plan and the investment of the assets of the Plan. For purposes of the
         Code and ERISA, the Plan as maintained by America Service Group Inc.
         and the Participating Affiliates shall constitute a single plan rather
         than a separate plan of each Participating Affiliate. All assets in the
         Trust shall be available to pay benefits to all Participants and their
         Beneficiaries.

1.12     "EMPLOYMENT DATE" shall mean the first date as of which an Employee is
         credited with an Hour of Service, provided that, in the case of a Break
         in Service, the Employment Date shall be the first date thereafter as
         of which an Employee is credited with an Hour of Service.

1.13     "FAIL-SAFE CONTRIBUTION" shall mean a qualified nonelective
         contribution which is a contribution (other than matching contributions
         or Qualified Matching Contributions) made by the Employer and allocated
         to Participants' accounts that the Participants may not elect to
         receive in cash until distribution from the Plan; that are
         nonforfeitable when made; and that are distributable only in accordance
         with the distribution provisions that are applicable to elective
         deferrals and Qualified Matching Contributions.

1.14     "HIGHLY-COMPENSATED EMPLOYEE" shall mean, effective for years beginning
         after December 31, 1996, any Employee of the Employer who:

         (a)      was a five percent (5%) owner of the Employer (as defined in
                  Code Section 416(i)(1)) at any time during the "determination
                  year" or "look-back year"; or

         (b)      earned more than $80,000 of Compensation from the Employer
                  during the "look-back year." The $80,000 amount shall be
                  adjusted at the same time and in the same manner as


                                       3
<PAGE>

                  under Section 415(d) of the Code, except that the base period
                  is the calendar quarter ending September 30, 1996.

         An Employee who separated from Service prior to the "determination
         year" shall be treated as a Highly-Compensated Employee for the
         "determination year" if such Employee was a Highly-Compensated Employee
         when such Employee separated from Service, or was a Highly-Compensated
         Employee at any time after attaining age fifty-five (55).

         For purposes of this Section, the "determination year" shall be the
         Plan Year for which a determination is being made as to whether an
         Employee is a Highly-Compensated Employee. The "look-back year" shall
         be the twelve (12) month period immediately preceding the
         "determination year".

         In determining whether an Employee is a Highly-Compensated Employee for
         the Plan Year beginning in 1997, the amendments to Section 414(q)
         stated above shall be treated as having been in effect for the Plan
         Year beginning in 1996.

1.15     "HOUR OF SERVICE" shall have the meaning set forth below:

         (a)      An Hour of Service is each hour for which an Employee is paid,
                  or entitled to payment, for the performance of duties for the
                  Employer, during the applicable computation period.

         (b)      An Hour of Service is each hour for which an Employee is paid,
                  or entitled to payment, by the Employer on account of a period
                  of time during which no duties are performed (irrespective of
                  whether the employment relationship has terminated) due to
                  vacation, holiday, illness, incapacity (including disability),
                  layoff, jury duty, military duty, or leave of absence.
                  Notwithstanding the preceding sentence,

                  (i)      No more than five hundred and one (501) Hours of
                           Service shall be credited under this paragraph (b) to
                           any Employee on account of any single continuous
                           period during which the Employee performs no duties
                           (whether or not such period occurs in a single
                           computation period). Hours under this paragraph will
                           be calculated and credited pursuant to Section
                           2530.200b-2 of the Department of Labor Regulations
                           which is incorporated herein by reference;

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

                  (iii)    Hours of Service shall not be credited for a payment
                           which solely reimburses an Employee for medical or
                           medically related expenses incurred by the Employee.

                  For purposes of this paragraph (b), a payment shall be deemed
                  to be made by or due from the Employer regardless of whether
                  such payment is made by or due from the Employer


                                       4
<PAGE>

                  directly, or indirectly through, among others, a trust fund,
                  or insurer, to which the Employer contributes or pays premiums
                  and regardless of whether contributions made or due to the
                  trust fund, insurer or other entity are for the benefit of
                  particular Employees or are on behalf of a group of Employees
                  in the aggregate.

         (c)      An Hour of Service is each hour for which back pay,
                  irrespective of mitigation of damages, is either awarded or
                  agreed to by the Employer. The same Hours of Service shall not
                  be credited both under paragraph (a) or paragraph (b), as the
                  case may be, and under this paragraph (c). Thus, for example,
                  an Employee who receives a back pay award following a
                  determination that he was paid at an unlawful rate for Hours
                  of Service previously credited shall not be entitled to
                  additional credit for the same Hours of Service. Crediting of
                  Hours of Service for back pay awarded or agreed to with
                  respect to periods described in paragraph (b) shall be subject
                  to the limitations set forth in that paragraph.

1.16     "LEASED EMPLOYEE" shall mean, effective January 1, 1997, any person
         who, pursuant to an agreement between the Employer and any other person
         or organization, has performed services for the Employer (determined in
         accordance with Code Section 414(n)(6)) on a substantially full-time
         basis for a period of at least one (1) year and where such services are
         performed under the primary direction and control of the Employer. A
         person shall not be considered a Leased Employee if the total number of
         Leased Employees does not exceed twenty percent (20%) of the
         Nonhighly-Compensated Employees employed by the Employer, and if any
         such person is covered by a money purchase pension plan providing (a) a
         nonintegrated employer contribution rate of at least ten percent (10%)
         of compensation, as defined in Section 11.1(b)(2) of the Plan but
         including amounts contributed pursuant to a salary reduction agreement
         which are excludable from the employee's gross income under Code
         Sections 125, 402(g) or 403(b), and effective January 1, 2001 shall
         also include elective amounts that are not includible in the gross
         income of the Employee by reason of Section 132(f) of the Code, (b)
         immediate participation, and (c) full and immediate vesting.

1.17     "NONHIGHLY-COMPENSATED EMPLOYEE" shall mean an Employee of the Employer
         who is not a Highly-Compensated Employee.

1.18     "NORMAL RETIREMENT DATE" shall mean the Participant's sixty-fifth
         (65th) birthday. The date on which the Participant attains age
         sixty-five (65) shall be the Participant's Normal Retirement Age.

1.19     "PARTICIPANT" shall mean any Employee who has satisfied the eligibility
         requirements of Article Three and who is participating in the Plan.

1.20     "PLAN" shall mean the America Service Group Inc. 401(k) Retirement
         Savings Plan, as set forth herein and as may be amended from time to
         time.


                                       5
<PAGE>

1.21     "PLAN YEAR" shall mean the twelve (12)-consecutive month period
         beginning January 1 and ending December 31.

1.22     "TRUST" shall mean the Trust Agreement entered into between the
         Employer and the Trustee forming part of this Plan, together with any
         amendments thereto. "Trust Fund" shall mean any and all property held
         by the Trustee pursuant to the Trust Agreement, together with income
         therefrom.

1.23     "TRUSTEE" shall mean the Trustee or Trustees appointed by the Employer,
         and any successors thereto.

1.24     "VALUATION DATE" shall mean the date or dates established by the
         Administrator for the valuation of the assets of the Plan. In no event
         shall the assets of the Plan be valued less frequently than once each
         Plan Year.

1.25     "YEAR OF SERVICE" OR "SERVICE" and the special rules with respect to
         crediting Service are in Article Two of the Plan.


                                       6
<PAGE>

                   ARTICLE TWO--SERVICE DEFINITIONS AND RULES

Service is the period of employment credited under the Plan. Definitions and
special rules related to Service are as follows:

2.1      YEAR OF SERVICE. For purposes of determining an Employee's eligibility
         to participate in the Plan, an Employee shall be credited with a Year
         of Service if he completes at least one thousand (1,000) Hours of
         Service during the twelve (12)-consecutive month period commencing on
         his Employment Date. If an Employee fails to be credited with at least
         one thousand (1,000) Hours of Service during that computation period,
         he shall be credited with a Year of Service if he is credited with at
         least one thousand (1,000) Hours of Service in any Plan Year commencing
         on or after his Employment Date. For purposes of determining an
         Employee's nonforfeitable right to that portion of his Account
         attributable to Employer contributions under the schedule set forth in
         Section 6.1, an Employee shall be credited with a Year of Service for
         each Plan Year in which he is credited with at least one thousand
         (1,000) Hours of Service. For eligibility purposes, an Employee shall
         be credited with a Year of Service as of the last day of each such
         twelve (12) month period. For vesting purposes, an Employee shall be
         credited with a Year of Service upon completion of the one thousandth
         (1,000th) hour in each such twelve (12)-month period.

         Effective January 1, 2003, for purposes of determining an Employee's
         eligibility to participate in the Plan and/or his nonforfeitable right
         to that portion of his Account attributable to Employer contributions
         under the schedule set forth in Section 6.1, except for periods of
         Service which may be disregarded on account of the "rule of parity"
         described in Section 2.4, an Employee shall receive credit for the
         aggregate of all time period(s) commencing on his Employment Date (or
         re-employment date) and ending on the date a "period of severance"
         (within the meaning of Section 2.2) commences. However, an Employee
         shall also receive credit for any period of severance of less than
         twelve (12)-consecutive months; provided, however that if an Employee
         is absent from Service for any reason other than quit, discharge,
         retirement or death, and during the absence the Employee quits, is
         discharged, or retires, the period of time between the date the
         Employee quits, is discharged, or retires and the first anniversary of
         the date on which the Employee was first absent shall be credited
         hereunder if the Employee returns to Service on or before such first
         anniversary date. An Employee who completes a one (1)-year period of
         Service as of the anniversary of his Employment Date shall be credited
         with a Year of Service on that date. Fractional periods of Service
         shall be aggregated so that a Year of Service shall be completed as of
         the date the Employee completes twelve (12) months of Service (thirty
         (30) days shall be deemed to be a month in the case of the aggregation
         of fractional months) or three hundred and sixty-five (365) days of
         Service.

         Notwithstanding the foregoing, in determining an Employee's Years of
         Service for eligibility and vesting purposes, the following shall
         apply:

         (a)      any Employee who transferred employment to the Employer in
                  connection with the Employer's acquisition of EMSA Government
                  Services, Inc. (including EMSA Military Services, Inc. and
                  EMSA Correctional Care, Inc.) and its related subsidiaries
                  shall be credited with any prior service with EMSA Government
                  Services, Inc. and/or its related subsidiaries in determining
                  the Employee's Years(s) of Service; and


                                       7
<PAGE>

         (b)      any Employee who transferred employment to the Employer in
                  connection with the Employer's acquisition of the operating
                  assets of: (i) Correctional Physicians Services, Inc. as of
                  March 29, 2000; (ii) Correctional Health Services, Inc. as of
                  June 1, 2000; or, (iii) Secure Pharmacy Plus, Inc. as of
                  September 20, 2000, shall be credited with any prior service
                  with Correctional Physicians Services, Inc., Correctional
                  Health Services, Inc., Prison Health Services, Inc. or Secure
                  Pharmacy Plus, Inc. (as the case may be) in determining such
                  Employee's Year(s) of Service.

2.2      BREAK IN SERVICE. A Break in Service shall be a twelve (12)-month
         computation period (as used for measuring Years of Service for vesting
         and/or eligibility purposes) in which an Employee or Participant is not
         credited with at least five hundred and one (501) Hours of Service.

         Effective January 1, 2003 and subject to Section 2.3, a Break in
         Service is a "period of severance" of at least twelve (12) consecutive
         months. For this purpose, a period of severance shall be a continuous
         period in which an Employee is not employed by the Employer. Such
         period shall begin on the date the Employee retires, quits, is
         discharged or dies or, if earlier, the twelve (12)-month anniversary of
         the date on which the Employee is otherwise absent from Service.

2.3      LEAVE OF ABSENCE. A Participant on an unpaid leave of absence pursuant
         to the Employer's normal personnel policies shall be credited with
         Hours of Service at his regularly-scheduled weekly rate while on such
         leave, provided the Employer acknowledges in writing that the leave is
         with its approval. These Hours of Service shall be credited only for
         purposes of determining if a Break in Service has occurred and, unless
         specified otherwise by the Employer in writing, shall not be credited
         for eligibility to participate in the Plan, vesting, or qualification
         to receive an allocation of Employer contributions and forfeitures.
         Hours of Service during a paid leave of absence shall be credited as
         provided in Section 1.15.

         For any individual who is absent from work for any period by reason of
         the individual's pregnancy, birth of the individual's child, placement
         of a child with the individual in connection with the individual's
         adoption of the child, or by reason of the individual's caring for the
         child for a period beginning immediately following such birth or
         adoption, the Plan shall treat as Hours of Service, solely for
         determining if a Break in Service has occurred, the following Hours of
         Service:

         (a)      the Hours of Service which otherwise normally would have been
                  credited to such individual but for such absence; or

         (b)      in any case where the Administrator is unable to determine the
                  Hours of Service, on the basis of an assumed eight (8) hours
                  per day.


                                       8
<PAGE>

         In no event shall more than five hundred and one (501) of such hours be
         credited by reason of such period of absence. The Hours of Service
         shall be credited in the computation period (used for measuring Years
         of Service for vesting purposes) which starts after the leave of
         absence begins. However, the Hours of Service shall instead be credited
         in the computation period in which the absence begins if it is
         necessary to credit the Hours of Service in that computation period to
         avoid the occurrence of a Break in Service.

         Effective January 1, 2003, the twelve (12)-consecutive month period
         beginning on the first anniversary of the first date of such absence
         described above shall not constitute a Break in Service.

2.4      RULE OF PARITY ON RETURN TO EMPLOYMENT. An Employee who returns to
         employment after a Break in Service shall retain credit for his
         pre-Break Years of Service, subject to the following rules:

         (a)      If a Participant incurs five (5) or more consecutive Breaks in
                  Service, any Years of Service performed thereafter shall not
                  be used to increase the nonforfeitable interest in his Account
                  accrued prior to such five (5) or more consecutive Breaks in
                  Service.

         (b)      If when a Participant incurred a Break in Service, he was not
                  vested in any portion of his Account derived from Employer
                  contributions, his pre-Break Years of Service shall be
                  disregarded if his consecutive Breaks in Service equal or
                  exceed five (5).

         Subject to the preceding paragraphs of this Section, an Employee's
         pre-Break Years of Service and post-Break Years of Service shall count
         in determining the vested percentage of the Employee's Account derived
         from all Employer contributions (i.e., Employer contributions
         attributable to employment before and after the Employee's Break in
         Service).

2.5      SERVICE IN EXCLUDED JOB CLASSIFICATIONS OR WITH RELATED COMPANIES

         (a)      Service while a Member of an Ineligible Classification of
                  Employees. An Employee who is a member of an ineligible
                  classification of Employees shall not be eligible to
                  participate in the Plan while a member of such ineligible
                  classification. However, if any such Employee is transferred
                  to an eligible classification, such Employee shall be credited
                  with any prior periods of Service completed while a member of
                  such an ineligible classification. For this purpose, an
                  Employee shall be considered a member of an ineligible
                  classification of Employees for any period during which he is
                  employed in a job classification which is excluded from
                  participating in the Plan under Section 3.1 below.

         (b)      Service with Related Group Members. Subject to Section 2.1,
                  for each Plan Year in which the Employer is a member of a
                  "related group", as hereinafter defined, all Service of an
                  Employee or Leased Employee (hereinafter collectively referred
                  to as "Employee" solely for purposes of this Section 2.5(b))
                  with any one or more members of such related group shall be
                  treated as employment by the Employer for purposes of
                  determining the


                                       9
<PAGE>

                  Employee's Years of Service. The transfer of employment by any
                  such Employee to another member of the related group shall not
                  be deemed to constitute a retirement or other termination of
                  employment by the Employee for purposes of this Section, but
                  the Employee shall be deemed to have continued in employment
                  with the Employer for purposes of determining the Employee's
                  Years of Service. For purposes of this subsection (b),
                  "related group" shall mean the Employer and all corporations,
                  trades or businesses (whether or not incorporated) which
                  constitute a controlled group of corporations with the
                  Employer, a group of trades or businesses under common control
                  with the Employer, or an affiliated service group which
                  includes the Employer, within the meaning of Section 414(b),
                  Section 414(c), or Section 414(m), respectively, of the Code
                  or any other entity required to be aggregated under Code
                  Section 414(o).

         (c)      Construction. This Section is included in the Plan to comply
                  with the Code provisions regarding the crediting of Service,
                  and not to extend any additional rights to Employees in
                  ineligible classifications other than as required by the Code
                  and regulations thereunder.


                                       10
<PAGE>

                        ARTICLE THREE--PLAN PARTICIPATION

3.1      PARTICIPATION. All Employees participating in the Plan prior to the
         Plan's restatement shall continue to participate, subject to the terms
         hereof.

         Each other Employee shall become a Participant under the Plan effective
         as of the January 1, April 1, July 1 or October 1 next following the
         Employee's completion of one (1) Year of Service.

         Effective January 1, 2003, each other Employee shall become a
         Participant under the Plan solely for purposes of making elective
         deferrals under Section 4.1, effective as of the January 1, April 1,
         July 1 or October 1 next following the Employee's completion of sixty
         (60) days of Service.

         In no event, however, shall any Employee (or other individual)
         participate under the Plan while he is: (i) classified as a PRN, per
         diem, day to day, or other on call Employee of the Employer; provided,
         however, that any PRN currently deferring into the Plan on 12/31/2002
         will be allowed to remain a participant until such participant
         terminates; (ii) included in a unit of Employees covered by a
         collective bargaining agreement between the Employer and the Employee
         representatives under which retirement benefits were the subject of
         good faith bargaining, unless the terms of such bargaining agreement
         expressly provides for the inclusion in the Plan; (iii) employed as an
         independent contractor on the payroll records of the Employer
         (regardless of any subsequent reclassification by the Employer, any
         governmental agency or court); (iv) employed as a Leased Employee; or
         (v) employed as a nonresident alien who receives no earned income
         (within the meaning of Section 911(d)(2) of the Code) from the Employer
         which constitutes income from sources within the United States (within
         the meaning of Section 861(a)(3) of the Code).

3.2      RE-EMPLOYMENT OF FORMER PARTICIPANT. A vested Participant (or a
         nonvested Participant whose prior Service cannot be disregarded) whose
         participation ceased because of termination of employment with the
         Employer shall resume participating upon his reemployment within an
         eligible class of Employees; provided, however, that such an individual
         shall be entitled to commence elective deferrals as soon as
         administratively possible following his return to participation in the
         Plan.

3.3      TERMINATION OF ELIGIBILITY. In the event a Participant is no longer a
         member of an eligible class of Employees and he becomes ineligible to
         participate, such Employee shall resume participating upon his return
         to an eligible class of Employees; provided, however, that such an
         individual shall be entitled to commence elective deferrals as soon as
         administratively possible following his return to participation in the
         Plan.

         In the event an Employee who is not a member of an eligible class of
         Employees becomes a member of an eligible class, such Employee shall
         participate upon becoming a member of an eligible class of Employees,
         if such Employee has otherwise satisfied the eligibility requirements
         of Section 3.1 and would have otherwise previously become a
         Participant; provided, however,

                                       11
<PAGE>

         that such an individual shall be entitled to commence elective
         deferrals as soon as administratively possible following his becoming a
         Participant.

3.4      COMPLIANCE WITH USERRA. Notwithstanding any provision of this Plan to
         the contrary, for reemployments on or after December 12, 1994,
         Participants shall receive service credit and be eligible to make
         deferrals and receive Employer contributions with respect to periods of
         qualified military service (within the meaning of Section 414(u)(5) of
         the Code) in accordance with Section 414(u) of the Code.


                                       12
<PAGE>

       ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS, ROLLOVERS
                         AND TRANSFERS FROM OTHER PLANS

4.1      ELECTIVE DEFERRALS

         (a)      Elections. A Participant may elect to defer a portion of his
                  Compensation for a Plan Year. The amount of a Participant's
                  Compensation that is deferred in accordance with the
                  Participant's election shall be withheld by the Employer from
                  the Participant's Compensation on a ratable basis throughout
                  the Plan Year. For purposes of making elective deferrals, only
                  Compensation earned while eligible to make such deferrals
                  shall be considered. The amount deferred on behalf of each
                  Participant shall be contributed by the Employer to the Plan
                  and allocated to the portion of the Participant's Account
                  consisting of elective deferrals.

         (b)      Changes in Election. A Participant may prospectively elect to
                  change or revoke the amount (or percentage) of his elective
                  deferrals during the Plan Year by filing a written election
                  with the Employer, or via such other method as permitted by
                  applicable law.

         (c)      Limitations on Deferrals. No Participant shall defer on a
                  pre-tax basis an amount which exceeds $10,000 (or such amount
                  as adjusted for cost-of-living increases under Section 402(g)
                  of the Code) for any calendar year ending with or within the
                  Plan Year.

         (d)      Administrative Rules. All elections made under this Section
                  4.1, including the amount and frequency of deferrals, shall be
                  subject to the rules of the Administrator which shall be
                  consistently applied and which may be changed from time to
                  time.

4.2      EMPLOYER CONTRIBUTIONS

         (a)      Employer Matching Contributions. For each Plan Year, the
                  Employer may contribute to the Plan, on behalf of each
                  Participant eligible under Section 4.2(b), a discretionary
                  matching contribution equal to a percentage (as determined by
                  the Employer's board of directors) of the elective deferrals
                  made by each such Participant; provided, however, that the
                  amount of such Employer matching contribution for any
                  Participant in a Plan Year shall not exceed three percent (3%)
                  of the Participant's Compensation for the period during which
                  elective deferrals are made by the Participant. The Employer's
                  board of directors may also determine to suspend or reduce its
                  contributions under this Section for any Plan Year or any
                  portion thereof. Allocations under this Section shall be
                  subject to the special rules of Section 13.3 in any Plan Year
                  in which the Plan is a Top-Heavy Plan (as defined in Section
                  13.2(c)).

                  For Plan Years beginning prior to January 1, 2003, the
                  Employer's board of directors may elect to base its rate of
                  matching contribution for any Participant on the Participant's
                  Year(s) of Service (for vesting purposes).


                                       13
<PAGE>

         (b)      Eligibility for Employer Matching Contributions. To be
                  eligible for a share of Employer matching contributions under
                  Section 4.2(a), a Participant must (1) have been credited with
                  at least one thousand (1,000) Hours of Service in the Plan
                  Year, and (2) be employed by the Employer on the last day of
                  the Plan Year; provided, however, that if the Participant's
                  failure to be credited with at least one thousand (1,000)
                  Hours of Service and/or to be employed by the Employer on the
                  last day of the Plan Year is due to the Participant's being on
                  an authorized leave of absence, Disability, death or
                  retirement on or after his Early or Normal Retirement Date
                  during the Plan Year, such Participant shall nevertheless be
                  entitled to share in the allocation of any matching
                  contributions for such Plan Year.

                  Effective January 1, 2003, to be eligible for a share of
                  Employer matching contributions under Section 4.2(a), a
                  Participant must be employed by the Employer on the last day
                  of the Plan Year; provided, however, that if the Participant's
                  failure to be employed by the Employer on the last day of the
                  Plan Year is due to the Participant's being on an authorized
                  leave of absence, Disability, death or retirement on or after
                  his Early or Normal Retirement Date during the Plan Year, such
                  Participant shall nevertheless be entitled to share in the
                  allocation of any matching contributions for such Plan Year.

         (c)      Employer Profit-Sharing Contributions. Employer profit-sharing
                  contributions may be made at the discretion of the Employer's
                  board of directors for any Plan Year, subject to limits for
                  tax deductions under the Code and provided that the special
                  allocation in Section 13.3 has been satisfied if the Plan is a
                  Top-Heavy Plan (as defined in Section 13.2(c)).

         (d)      Eligibility for Employer Profit-Sharing Contributions. To be
                  eligible for an allocation of Employer profit-sharing
                  contributions under Section 4.2(c) for a Plan Year, a
                  Participant must (1) have been credited with at least one
                  thousand (1,000) Hours of Service in the Plan Year and (2) be
                  employed by the Employer on the last day of the Plan Year;
                  provided, however, that if the Participant's failure to be
                  credited with at least one thousand (1,000) Hours of Service
                  and/or to be employed by the Employer on the last day of the
                  Plan Year is due to the Participant's being on an authorized
                  leave of absence, Disability, death or retirement on or after
                  his Early or Normal Retirement Date during such Plan Year,
                  such Participant shall nevertheless be entitled to share in
                  the allocation of any Employer profit-sharing contributions
                  for such Plan Year.

                  Effective January 1, 2003, to be eligible for an allocation of
                  Employer profit-sharing contributions under Section 4.2(c) for
                  a Plan Year, a Participant must be employed by the Employer on
                  the last day of the Plan Year; provided, however, that if the
                  Participant's failure to be employed by the Employer on the
                  last day of the Plan Year is due to the Participant's being on
                  an authorized leave of absence, Disability, death or
                  retirement on or after his Early or Normal Retirement Date
                  during such Plan Year, such Participant shall nevertheless be
                  entitled to share in the allocation of any Employer
                  profit-sharing contributions for such Plan Year.

         (e)      Allocation of Employer Profit-Sharing Contributions. Any
                  contribution made under Section 4.2(c) shall be allocated
                  among the Accounts of eligible Participants in



                                       14
<PAGE>

                  accordance with the ratio that each such eligible
                  Participant's Compensation bears to the total Compensation of
                  all such eligible Participants for the Plan Year; provided,
                  however, that for purposes of allocating such Employer
                  profit-sharing contributions, only Compensation received while
                  a Participant in the Plan shall be taken into account.

         (f)      Notwithstanding anything herein to the contrary, in any
                  situation where the exclusion of certain Participants from
                  receiving an allocation of any Employer profit-sharing
                  contributions hereunder would result in the Plan failing to
                  satisfy minimum coverage requirements under Section 410(b)(1)
                  of the Code and Income Tax Regulations thereunder, then the
                  following may apply:

                  (1)      Such affected Non-Highly Compensated Employee
                           Participants shall receive an allocation of Employer
                           profit-sharing contributions in order of priority
                           based upon the number of Hours of Service rendered
                           during the Plan Year by each such Participant, so
                           that an individual Non-Highly Compensated Employee
                           Participant who has rendered more Hours of Service
                           during the Plan Year shall be first deemed an
                           eligible Participant, and so on, until the ratio of
                           Non-Highly Compensated Employee Participants who
                           receive an allocation of Employer profit-sharing
                           contributions is at least seventy percent (70%) of
                           the percent of Highly-Compensated Employee
                           Participants who receive such allocation.

                  (2)      If two individuals referred to in subsection (1) have
                           the same number of Hours of Service, then they shall
                           be deemed eligible Participants in order of a
                           priority based upon the earliest Employment Date with
                           the Employer.

                  Effective January 1, 2003 and notwithstanding anything herein
                  to the contrary, in any situation where the exclusion of
                  certain Participants from receiving an allocation of any
                  Employer profit-sharing contributions hereunder would result
                  in the Plan failing to satisfy minimum coverage requirements
                  under Section 410(b)(1) of the Code and Income Tax Regulations
                  thereunder, then the following may apply:

                  (1)      Such affected Non-Highly Compensated Participants
                           shall receive an allocation of Employer
                           profit-sharing contributions in order of priority
                           based upon such Participant's date of termination
                           with the Employer ("Termination Date") during the
                           Plan Year, so that an individual Non-Highly
                           Compensated Employee Participant with the most recent
                           Termination Date during the Plan Year shall be first
                           deemed an eligible Participant, and so on, until the
                           ratio of Non-Highly Compensated Employee Participants
                           who receive an allocation of Employer profit-sharing
                           contributions is at least seventy percent (70%) of
                           the percent of Highly-Compensated Employee
                           Participants who receive such allocation.

                  (2)      If two individuals referred to in subsection (1) have
                           the same Termination Date, then they shall be deemed
                           eligible Participants in order of a priority based
                           upon the earliest Employment Date with the Employer.


                                       15
<PAGE>

4.3      ROLLOVERS AND TRANSFERS OF FUNDS FROM OTHER PLANS. With the approval of
         the Administrator, there may be paid to the Trustee amounts which have
         been held under other plans qualified under Code Section 401 either (a)
         maintained by the Employer which have been discontinued or terminated
         with respect to any Employee, or (b) maintained by another employer
         with respect to which any Employee has ceased to participate. Any such
         transfer or rollover may also be made by means of an Individual
         Retirement Account qualified under Section 408 of the Code, where the
         Individual Retirement Account was used as a conduit from the former
         plan. Any amounts so transferred on behalf of any Employee shall be
         nonforfeitable and shall be maintained under a separate Plan account,
         to be paid in addition to amounts otherwise payable under this Plan.
         The amount of any such account shall be equal to the fair market value
         of such account as adjusted for income, expenses, gains, losses, and
         withdrawals attributable thereto.

4.4      TIMING OF CONTRIBUTIONS. Employer contributions shall be made to the
         Plan no later than the time prescribed by law for filing the Employer's
         federal income tax return (including extensions) for its taxable year
         ending with or within the Plan Year. Elective deferrals under Section
         4.1 shall be paid to the Plan as soon as administratively possible, but
         no later than the fifteenth (15th) business day of the month following
         the month in which such deferrals would have been payable to the
         Participant in cash, or such later date as permitted or prescribed by
         the Department of Labor.


                                       16
<PAGE>

                         ARTICLE FIVE--ACCOUNTING RULES

5.1      INVESTMENT OF ACCOUNTS AND ACCOUNTING RULES

         (a)      Investment Funds. The investment of Participants' Accounts
                  shall be made in a manner consistent with the provisions of
                  the Trust. The Administrator, in its discretion, may allow the
                  Trust to provide for separate funds for the directed
                  investment of each Participant's Account.

         (b)      Participant Direction of Investments. In the event
                  Participants' Accounts are subject to their investment
                  direction, each Participant (including, for this purpose, any
                  former Employee, Beneficiary, or "alternate payee" (within the
                  meaning of Section 14.4 below) with an Account balance) may
                  direct how his Account is to be invested among the available
                  investment funds in the percentage multiples established by
                  the Administrator. In the event a Participant fails to make an
                  investment election, with respect to all or any portion of his
                  Account subject to his investment direction, the Trustee shall
                  invest all or such portion of his Account in the investment
                  fund to be designated by the Administrator. A Participant may
                  change his investment election, with respect to future
                  contributions and, if applicable, forfeitures, and/or amounts
                  previously accumulated in the Participant's Account in
                  accordance with procedures established by the Administrator.
                  Any such change in a Participant's investment election shall
                  be effective at such time as may be prescribed by the
                  Administrator. If the Plan's recordkeeper or investments are
                  changed, the Administrator may apply such administrative rules
                  and procedures as are necessary to provide for the transfer of
                  records and/or assets, including without limitation, the
                  suspension of Participant's investment directions, withdrawals
                  and distributions for such period of time as is necessary, and
                  the transfer of Participants' Accounts to designated funds or
                  an interest bearing account until such change has been
                  completed.

         (c)      Allocation of Investment Experience. As of each Valuation
                  Date, the investment fund(s) of the Trust shall be valued at
                  fair market value, and the income, loss, appreciation and
                  depreciation (realized and unrealized), and any paid expenses
                  of the Trust attributable to such fund shall be apportioned
                  among Participants' Accounts within the fund based upon the
                  value of each Account within the fund as of the preceding
                  Valuation Date.

         (d)      Allocation of Contributions. Employer contributions shall be
                  allocated to the Account of each eligible Participant as of
                  the last day of the period for which the contributions are
                  made. Forfeitures which arise in a Plan Year shall be
                  allocated as of the last day of such Plan Year, or as soon as
                  administratively possible thereafter.

         (e)      Manner and Time of Debiting Distributions. For any Participant
                  who is entitled to receive a distribution from his Account,
                  such distribution shall be made in accordance with the
                  provisions of Section 7.1 and Section 7.2. The amount
                  distributed shall be based upon the fair market value of the
                  Participant's vested Account as of the Valuation Date
                  preceding the distribution.


                                       17
<PAGE>

5.2      PARTICIPANTS OMITTED IN ERROR. In the event a Participant is not
         allocated a share of the Employer contribution and/or forfeitures as a
         result of an administrative error in any Plan Year, the Employer may
         elect to either (a) make an additional contribution on behalf of such
         omitted Participant in an appropriate amount, or (b) deduct the
         appropriate amount from the next succeeding Employer contribution
         and/or forfeitures and allocate such amount to the Participant's
         Account prior to making the allocations set forth under Section 5.1(d).


                                       18
<PAGE>

                  ARTICLE SIX--VESTING AND RETIREMENT BENEFITS

6.1      VESTING. A Participant shall at all times have a nonforfeitable
         (vested) right to his Account derived from elective deferrals, Employer
         Fail-Safe Contributions under Section 10.2 and rollovers or transfers
         from other plans, as adjusted for investment experience. Except as
         otherwise provided with respect to Early or Normal Retirement,
         Disability, or death, a Participant shall have a nonforfeitable
         (vested) right to a percentage of the value of his Account derived from
         Employer matching contributions under Section 4.2(a) and Employer
         profit-sharing contributions under Section 4.2(c) as follows:

                   YEARS OF SERVICE                         VESTED PERCENTAGE
                   -----------------------                  -----------------
                   Less than 2 years                                 0%
                   2 years but less than 3                          50%
                   3 years but less than 4                          75%
                   4 years and thereafter                          100%

6.2      FORFEITURE OF NONVESTED BALANCE. The nonvested portion of a
         Participant's Account, as determined in accordance with Section 6.1,
         shall be forfeited as of the earlier of (i) as soon as administratively
         practical following the date on which the Participant receives
         distribution of his vested Account or (ii) as soon as administratively
         practical after the last day of the Plan Year in which the Participant
         incurs five (5) consecutive Breaks in Service. The amount forfeited
         shall be used to pay Plan administrative expenses and/or used to reduce
         Employer contributions under Section 4.2(a), Section 4.2(c)and Section
         5.2, or to restore previously forfeited amounts under this Section 6.2.

         If the Participant returns to the employment of the Employer prior to
         incurring five (5) consecutive Breaks in Service, and prior to
         receiving distribution of his vested Account, the nonvested portion
         shall be restored. However, if the nonvested portion of the
         Participant's Account was allocated as a forfeiture as the result of
         the Participant receiving distribution of his vested Account balance,
         the nonvested portion shall be restored if:

         (a)      the Participant resumes employment prior to incurring five (5)
                  consecutive Breaks in Service; and

         (b)      the Participant repays to the Plan, as of the earlier of (i)
                  the date which is five (5) years after his reemployment date
                  or (ii) the date which is the last day of the period in which
                  the Participant incurs five (5) consecutive Breaks in Service,
                  an amount equal to the total distribution derived from
                  Employer contributions under Section 4.2 and, if applicable,
                  Section 13.3.

         Upon repayment, the Employer-derived benefit required to be restored by
         this Section shall not be less than in the account balance of the
         Employee, both the amount distributed and the amount forfeited,
         unadjusted by any subsequent gains or losses. The amount required to be
         restored shall


                                       19
<PAGE>

         be made by a special Employer contribution or from the next succeeding
         Employer contribution and forfeitures, as appropriate.

         Any Years of Service for which a Participant received a cash-out shall
         be recognized for purposes of vesting and eligibility under the Plan.

6.3      DISTRIBUTION OF LESS THAN ENTIRE VESTED ACCOUNT BALANCE. If a
         distribution (including a withdrawal) of any portion of a Participant's
         Account is made to the Participant at a time when he has a vested
         percentage in such Account equal to less than one-hundred percent
         (100%), a separate record shall be maintained of said Account balance.
         The Participant's vested interest at any time in this separate account
         shall be an amount equal to the formula P(AB+D)-D, where P is the
         vested percentage at the relevant time, AB is the Account balance at
         the relevant time, and D is the amount of the distribution (or
         withdrawal) made to the Participant.

6.4      NORMAL RETIREMENT. A Participant who is in the employment of the
         Employer at his Normal Retirement Age shall have a nonforfeitable
         interest in one hundred percent (100%) of his Account, if not otherwise
         one hundred percent (100%) vested under the vesting schedule in Section
         6.1. A Participant who continues employment with the Employer after his
         Normal Retirement Age shall continue to participate under the Plan.

6.5      DISABILITY. If a Participant incurs a Disability, the Participant shall
         have a nonforfeitable interest in one hundred percent (100%) of his
         Account, if not otherwise one hundred percent (100%) vested under the
         vesting schedule in Section 6.1. Payment of such Participant's Account
         balance shall be made at the time and in the manner specified in
         Article Seven, following receipt by the Administrator of the
         Participant's written distribution request.

6.6      EARLY RETIREMENT. A Participant who separates from Service on or after
         the later of the Participant's attainment of age fifty-five (55) and
         completion of ten (10) Years of Service for vesting purposes shall be
         entitled to receive distribution of his vested Account. Payment shall
         commence at the time and in a manner specified in Article Seven
         following receipt by the Administrator of the Participant's written
         distribution request. If a Participant separates from Service after
         completing ten (10) Years of Service for vesting purposes, but prior to
         attaining age fifty-five (55), the Participant shall be eligible to
         elect distribution of his vested Account on or after the attainment of
         age fifty-five (55).


                                       20
<PAGE>

             ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS

7.1      MANNER OF PAYMENT. Subject to the provisions of Section 7.4 and/or
         Section 7.8, the Participant's vested Account shall be distributed to
         the Participant (or to the Participant's Beneficiary in the event of
         the Participant's death) by either of the following methods, as elected
         by the Participant or, when applicable, the Participant's Beneficiary:

         (a)      in a single lump-sum payment; or

         (b)      by purchase of a nontransferable annuity from an insurance
                  company, subject to the provisions of Section 7.4 or Section
                  7.8. The terms of any annuity contract purchased and
                  distributed by the Plan shall comply with the requirements of
                  the Plan and applicable law.

         Notwithstanding the foregoing provisions of this Section 7.1, in the
         event the Participant's vested Account as of December 31, 1994 exceeded
         $3,500, the Participant may elect to have such portion of his vested
         Account distributed by any of the following methods, as elected by the
         Participant:

         (c)      an annuity for life with a period certain and guarantee of
                  either sixty (60) or one hundred and twenty (120) months;

         (d)      in periodic installments, subject to the minimum distribution
                  rules of Section 7.2;

         (e)      a joint and survivor annuity, designating a contingent
                  annuitant other than the Participant's spouse, where the
                  contingent annuitant's periodic benefit is fifty percent
                  (50%), sixty-six and two-thirds percent (66-2/3%) or one
                  hundred percent (100%) of the Participant's lifetime periodic
                  benefit payable at the same intervals (subject to the minimum
                  distribution incidental death benefit requirement of Section
                  401(a)(9) of the Code and the regulations promulgated
                  thereunder); or

         (f)      a refund feature annuity, providing that in the event of the
                  death of the Participant before receipt of the amount paid for
                  such annuity, there shall be paid to the Participant's
                  Beneficiary an amount equal to the excess of the amount paid
                  for such annuity (with interest, if so provided) over the
                  aggregate of the payments received by the Participant during
                  his lifetime.

         Notwithstanding the foregoing provisions of this Section 7.1, options
         b, c, d, e and f above shall not apply to any distribution requested on
         or after July 1, 2002.

7.2      TIME OF COMMENCEMENT OF BENEFIT PAYMENTS. Subject to the following
         provisions of this Section, unless the Participant elects otherwise,
         distribution of the Participant's vested Account shall be made or
         commence no later than the sixtieth (60) day after the later of the
         close of the Plan Year in which: (a) the Participant attains age
         sixty-five (65) (or Normal Retirement Date, if earlier), (b) occurs the
         10th anniversary of the year in which the Participant commenced
         participation in the Plan, or (c) the Participant terminates Service
         with the Employer.



                                       21
<PAGE>

         Distribution shall not be made to a Participant without his consent
         (and spouse's consent, if required) if his vested Account exceeds
         $3,500 (or, effective March 3, 2000, $5,000) and such Account is
         immediately distributable (within the meaning of Section
         1.411(a)-11(c)(4) of the IRS Regulations). Notwithstanding the
         foregoing, upon the Administrator's actual knowledge of a pending
         divorce or divorce proceeding, or the issuance (or possible issuance)
         of a domestic relations order regarding a Participant's Account, such
         Account shall be frozen to prevent the Participant from taking
         withdrawals or distributions against the portion of the Account,
         subject to, or potentially subject to, the domestic relations order.
         This freeze shall be removed promptly following the qualification of
         the domestic relations order in accordance with the Plan's procedures
         or at such earlier time as the Administrator may reasonably determine.

         Notwithstanding the foregoing, if the Participant's vested Account does
         not exceed $3,500 (or, effective March 3, 2000, $5,000), the
         Participant's entire vested Account shall be distributed to the
         Participant (or, in the event of the Participant's death, his
         Beneficiary) in a lump-sum payment as soon as administratively
         practicable following the date the Participant retires, dies or
         otherwise separates from Service.

         Notwithstanding any provision contained herein to the contrary, a
         Participant who is not vested in any portion of his Account balance
         attributable to Employer contributions shall be deemed to have received
         distribution of such portion of his Account as of the end of the Plan
         Year following the Plan Year in which he separates from Service.

         For years beginning after December 31, 1996, in no event shall
         distribution of the Participant's vested Account be made or commence
         later than the April 1st following the end of the calendar year in
         which the Participant attains age seventy and one-half (70 1/2), or,
         except for a Participant who is a five percent (5%) owner of the
         Employer (within the meaning of Section 401(a)(9)(C) of the Code), if
         later, the April 1st following the calendar year in which the
         Participant retires from employment with the Employer.

         Notwithstanding the foregoing, prior to the date on which the Plan was
         amended to modify the required beginning date as permitted under the
         Small Business Job Protection Act, distribution must commence by the
         April 1st following the calendar year in which the Participant attains
         age seventy and one-half (70 1/2), unless the Participant attained age
         seventy and one-half (70 1/2) prior to January 1,1999 and made an
         election to defer distribution.

         With respect to distributions under the Plan made for calendar years
         beginning on or after January 1, 2002, the Plan will apply the minimum
         distribution requirements of Section 401(a)(9) of the Code in
         accordance with the regulations under Section 401(a)(9) that were
         proposed on January 17, 2001, notwithstanding any provisions of the
         Plan to the contrary. This paragraph shall continue in effect until the
         end of the last calendar year beginning before the effective date of
         final regulations under Section 401(a)(9) or such other date as may be
         specified in guidance published by the Internal Revenue Service.

7.3      FURNISHING INFORMATION. Prior to the payment of any benefit under the
         Plan, each Participant or Beneficiary may be required to complete such
         administrative forms and furnish


                                       22
<PAGE>

         such proof as may be deemed necessary or appropriate by the Employer,
         Administrator, and/or Trustee.

7.4      JOINT AND SURVIVOR ANNUITY. The provisions of this Section 7.4 shall
         apply only if the Participant elects, prior to July 1, 2002, the
         annuity option under Section 7.1.

         (a)      ANNUITY FORM OF PAYMENT: If distribution of a Participant's
                  vested Account balance commences during his lifetime, his
                  vested Account shall be applied to the purchase of a "single
                  life annuity" for a Participant who is unmarried as of his
                  benefit commencement date, or if the Participant is married as
                  of his benefit commencement date, applied to the purchase of a
                  "qualified joint and survivor annuity".

                  A "qualified joint and survivor annuity" is an immediate
                  annuity for the life of the Participant with a survivor
                  annuity for the life of the spouse which is not less than
                  fifty percent (50%), and not more than one hundred percent
                  (100%), of the amount of the annuity which is payable during
                  the joint lives of the Participant and his spouse.

                  A "single life annuity" is an annuity for the life of the
                  Participant.

         (b)      WAIVER OF ANNUITY: The Participant may, at any time during the
                  "election period", elect to waive the annuity form of payment
                  described above and elect an optional form of payment set
                  forth under Section 7.1.

                  The "election period" under this Section shall be the ninety
                  (90)-day period prior to the "annuity starting date," which
                  date shall be the first day of the first period in which an
                  amount is payable as an annuity or, if such benefit is not
                  payable as an annuity, the first day on which the Participant
                  may begin to receive distribution from the Plan.

                  An election to waive the applicable annuity form of payment
                  under the Plan must be made in writing in a form acceptable to
                  the Administrator. In addition, an election to waive the
                  qualified joint and survivor annuity shall not take effect
                  unless (1) the Participant's spouse consents in writing to the
                  election, (2) the election designates a specific alternate
                  Beneficiary, if applicable, including any class of
                  Beneficiaries or any contingent Beneficiaries, which may not
                  be changed without spousal consent (unless the Participant's
                  spouse expressly permits designations by the Participant
                  without any further spousal consent), (3) the spouse's consent
                  acknowledges the effect of the election, and (4) the spouse's
                  consent is witnessed by a Plan representative or a notary
                  public. In addition, the Participant's waiver of a qualified
                  joint and survivor annuity shall not be effective unless the
                  election designates a form of benefit payment which may not be
                  changed without spousal consent (or the Participant's spouse
                  expressly permits designation by the Participant without any
                  further spousal consent). Notwithstanding the foregoing,
                  spousal consent hereunder shall not be required if it is
                  established to the satisfaction of the Administrator that the
                  spouse's consent cannot be obtained because such spouse cannot
                  be located, or because of such other circumstances as may be
                  prescribed in regulations pursuant to Section 417 of the Code.


                                       23
<PAGE>

                  Any consent by a spouse obtained under this Section (or
                  establishment that the consent of such spouse cannot be
                  obtained) shall be effective only with respect to such spouse.
                  A consent that permits designations by the Participant without
                  any requirement of further consent by such spouse must
                  acknowledge that the spouse has the right to limit consent to
                  a specific Beneficiary, and a specific form of benefit where
                  applicable, and that the spouse voluntarily elects to
                  relinquish either or both of such rights. No consent obtained
                  under this provision shall be valid unless the Participant has
                  received notice as provided below. In addition, any waiver
                  made in accordance with this Section may be revoked at any
                  time prior to the commencement of benefits under the Plan. A
                  Participant is not limited to the number of revocations or
                  elections that may be made hereunder.

         (c)      NOTICE REQUIREMENT: The Administrator shall provide to each
                  Participant, not less than thirty (30) days, and not more than
                  ninety (90) days, prior to the commencement of benefits, a
                  written explanation of:

                  (1)      the terms and conditions of the qualified joint and
                           survivor annuity or life annuity;

                  (2)      the Participant's right to waive such applicable
                           annuity and the effect of such waiver;

                  (3)      the rights of the Participant's spouse regarding the
                           required consent to an election to waive the
                           qualified joint and survivor annuity; and

                  (4)      the right to make, and the effect of, a revocation of
                           an election to waive the applicable annuity.

         (d)      RESTRICTIONS: Notwithstanding anything contained herein to the
                  contrary, if the vested balance of the Participant's Account
                  does not exceed $3,500 (or, effective March 3, 2000, $5,000),
                  distribution of the Participant's vested Account shall be made
                  in the form of a lump-sum payment. However, no distribution
                  shall be made pursuant to this subsection after the first day
                  of the first period for which an amount is payable as an
                  annuity unless the Participant and the Participant's spouse,
                  if applicable, consent in writing to such distribution. For
                  purposes of this subsection, "vested balance of a
                  Participant's Account" shall mean the aggregate value of a
                  Participant's vested Account balance attributable to Employer
                  contributions, Employee contributions and rollover
                  contributions, if applicable, whether vested before or upon
                  the death of a Participant.

7.5      AMOUNT OF DEATH BENEFIT

         (a)      Death Before Termination of Employment. In the event of the
                  death of a Participant while in the employ of the Employer,
                  vesting in the Participant's Account shall be one hundred
                  percent (100%), if not otherwise one hundred percent (100%)
                  vested under Section 6.1, with the credit balance of the
                  Participant's Account being payable to his Beneficiary.


                                       24
<PAGE>

         (b)      Death After Termination of Employment. In the event of the
                  death of a former Participant after termination of employment,
                  but prior to the complete distribution of his vested Account
                  balance under the Plan, the undistributed vested balance of
                  the Participant's Account shall be paid to the Participant's
                  Beneficiary.

7.6      DESIGNATION OF BENEFICIARY. Each Participant shall file with the
         Administrator a designation of Beneficiary to receive payment of any
         death benefit payable hereunder if such Beneficiary should survive the
         Participant. However, subject to Section 7.4(b) no Participant who is
         married shall be permitted to designate a Beneficiary other than his
         spouse unless the Participant's spouse has signed a written consent
         witnessed by a Plan representative or a notary public, which provides
         for the designation of an alternate Beneficiary.

         Subject to the above, Beneficiary designations may include primary and
         contingent Beneficiaries, and may be revoked or amended at any time in
         similar manner or form, and the most recent designation shall govern. A
         designation of a Beneficiary made by a Participant shall cease to be
         effective upon his marriage or remarriage. In the absence of an
         effective designation of Beneficiary, or if no designated Beneficiary
         is surviving as of the date of the Participant's death, any death
         benefit shall be paid to the surviving spouse of the Participant, or,
         if no surviving spouse, to the Participant's estate. Notification to
         Participants of the death benefits under the Plan and the method of
         designating a Beneficiary shall be given at the time and in the manner
         provided by regulations and rulings under the Code.

         In the event a Beneficiary survives the Participant, but dies before
         receipt of all payments due that Beneficiary hereunder, any benefits
         remaining to be paid to the Beneficiary shall be paid to the
         Beneficiary's estate.

7.7      DISTRIBUTION OF DEATH BENEFITS. Subject to the provisions of Section
         7.2 and 7.8 below, if applicable, the Beneficiary shall be allowed to
         designate the mode of receiving benefits in accordance with Section
         7.1, unless the Participant had designated a method in writing and
         indicated that the method was not revocable by the Beneficiary.

         (a)      Distribution Beginning Before Death - If the Participant dies
                  after distribution of his vested Account has commenced, any
                  survivor's benefit must be paid at least as rapidly as under
                  the method of payment in effect at the time of the
                  Participant's death.

         (b)      Distribution Beginning After Death - If the Participant dies
                  before distribution of his vested Account has commenced,
                  distribution of the Participant's vested Account shall be
                  completed by December 31 of the calendar year containing the
                  fifth anniversary of the Participant's death, except as
                  provided below:

                  (i)      if any portion of the Participant's vested Account is
                           payable to a designated Beneficiary, and if
                           distribution is to be made over the life or over a
                           period certain not greater than the life expectancy
                           of the designated Beneficiary (if permitted under
                           Section 7.1 above) such payments shall commence on or
                           before December


                                       25
<PAGE>

                           31 of the calendar year immediately following the
                           calendar year in which the Participant died;

                  (ii)     if the designated Beneficiary is the Participant's
                           surviving spouse, the date distribution is required
                           to begin shall not be earlier than the later of (A)
                           December 31 of the calendar year immediately
                           following the calendar year in which the Participant
                           died and (B) December 31 of the calendar year in
                           which the Participant would have attained age seventy
                           and one-half (70 1/2).

                  For purposes of this paragraph (b), if the surviving spouse
                  dies after the Participant, but before payments to such spouse
                  begin, the provisions of this paragraph, with the exception of
                  paragraph (ii) herein, shall be applied as if the surviving
                  spouse were the Participant.

                  Notwithstanding the foregoing, if the Participant has no
                  designated Beneficiary (within the meaning of Section
                  401(a)(9) of the Code and the regulations thereunder),
                  distribution of the Participant's vested Account must be
                  completed by December 31 of the calendar year containing the
                  fifth anniversary of the Participant's death.

7.8      QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY. The provisions of this
         Section 7.8 shall apply only if a married Participant elects, prior to
         July 1, 2002, an annuity option under Section 7.1 and dies before
         distribution of benefits has commenced and is survived by his spouse.

         (a)      If a Participant dies before distribution of benefits has
                  commenced and is survived by his spouse, his vested Account,
                  to the extent payable to the Participant's surviving spouse,
                  shall be applied to the purchase of an annuity for the life of
                  the Participant's surviving spouse.

         (b)      The Participant may elect to waive such survivor annuity death
                  benefit and/or revoke any such election at any time during the
                  period commencing on the first day of the Plan Year in which
                  the Participant attains age thirty-five (35) (or the date he
                  terminates employment, if earlier) and ending on the date of
                  his death. Any election to waive the survivor annuity death
                  benefit, however, shall not take effect unless it is
                  accompanied by the written consent of the Participant's
                  spouse, which consent acknowledges the effect of such election
                  and is witnessed by a Plan representative or a notary public.
                  A Participant who will not yet attain age thirty-five (35) as
                  of the end of any current Plan Year may make a special
                  qualified election to waive the qualified pre-retirement
                  survivor annuity for the period beginning on the date of such
                  election and ending on the first day of the Plan Year in which
                  the Participant will attain age thirty-five (35). Such
                  election shall not be valid unless the Participant receives a
                  written explanation of the qualified pre-retirement survivor
                  annuity in such terms as are comparable to the explanation
                  required under Section 7.8(c). Qualified pre-retirement
                  survivor annuity coverage shall be reinstated automatically as
                  of the first day of the Plan Year in which the Participant
                  attains age thirty-five (35). Any new waiver on or after such
                  date shall be subject to the full requirements of this
                  Section.


                                       26
<PAGE>

                  The election to waive such survivor annuity death benefit must
                  be made in writing in a form acceptable to the Administrator
                  and must include the Participant's designation of a
                  Beneficiary. The designation of a Beneficiary may not be
                  changed unless a new consent is signed by the Participant's
                  spouse.

                  In the event of such an election, hereunder, any death benefit
                  (otherwise payable in accordance with this Section) shall be
                  paid to the Participant's Beneficiary in a manner selected by
                  the Beneficiary or Participant subject to the provisions of
                  Section 7.7.

         (c)      The Administrator shall furnish to each Participant, subject
                  to the provisions of this Section 7.8, a written explanation
                  of: (1) the terms and conditions of the survivor annuity death
                  benefit; (2) the Participant's right to make, and the effect
                  of, an election to waive the survivor annuity death benefit,
                  and to revoke such election; and (3) the right of the
                  Participant's spouse to prevent such an election by
                  withholding the necessary consent. Such explanation shall be
                  provided to the Participant within the period beginning on the
                  later of the first day of the Plan Year in which the
                  Participant attains age thirty-two (32) and ending on the last
                  day of the Plan Year preceding the Plan Year in which the
                  Participant attains age thirty-five (35), or within a
                  reasonable period after the Participant commences
                  participation in the Plan, or after the Participant separates
                  from Service if the Participant has not attained age
                  thirty-five (35) at the time of his separation from Service.

                  For purposes of the preceding paragraph, a "reasonable period"
                  shall mean the end of the two (2)-year period beginning one
                  (1) year prior to the date the applicable event occurs, and
                  ending one (1) year after that date. In the case of a
                  Participant who separates from Service before the Plan Year in
                  which age thirty-five (35) is attained, notice shall be
                  provided within the two (2) year period beginning one (1) year
                  prior to separation and ending one (1) year after separation.
                  If such a Participant thereafter returns to employment with
                  the Employer, the applicable period for such Participant shall
                  be redetermined.

                  Following the Participant's death, if such death benefit is to
                  be paid to the Participant's surviving spouse in the form of a
                  survivor annuity, the surviving spouse may elect to waive the
                  survivor annuity and receive any optional form of death
                  benefit available under the Plan.

         Notwithstanding the foregoing, the provisions of this Section shall not
         apply if the vested balance of the Participant's Account does not
         exceed $3,500 (or, effective March 3, 2000, $5,000).

7.9      ELIGIBLE ROLLOVER DISTRIBUTIONS. Notwithstanding the foregoing
         provisions of this Article Seven, the provisions of this Section 7.9
         shall apply to distributions made under the Plan.

         (a)      A "distributee" (as hereinafter defined) may elect, at the
                  time and in the manner prescribed by the Administrator, to
                  have any portion of an "eligible rollover distribution"


                                       27
<PAGE>

                  (as hereinafter defined) paid directly to an eligible
                  retirement plan specified by the distributee in a direct
                  rollover.

         (b)      Definitions:

                  (i)      Eligible Rollover Distribution. An eligible rollover
                           distribution is any distribution of all or any
                           portion of the balance to the credit of the
                           distributee, except that an eligible rollover
                           distribution does not include: any distribution that
                           is one of a series of substantially equal periodic
                           payments (not less frequently than annually) made for
                           the life (or life expectancy) of the distributee or
                           the joint lives (or joint life expectancies) of the
                           distributee and the distributee's designated
                           Beneficiary, or for a specified period of ten (10)
                           years or more; any distribution to the extent such
                           distribution is required under Section 401(a)(9) of
                           the Code; any hardship distribution described in
                           Section 401(k)(2)(B)(i)(IV) of the Code received
                           after December 31, 1999; and 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).

                  (ii)     Eligible Retirement Plan. An eligible retirement plan
                           is an individual retirement account described in
                           Section 408(a) of the Code, an individual retirement
                           annuity described in Section 408(b) of the Code, an
                           annuity plan described in Section 403(a) of the Code
                           or a qualified trust described in Section 401(a) of
                           the Code, that accepts the distributee's eligible
                           rollover distribution. However, in the case of an
                           eligible rollover distribution to the surviving
                           spouse, an eligible retirement plan is an individual
                           retirement account or individual retirement annuity.

                  (iii)    Distributee. A distributee includes an Employee or
                           former Employee. In addition, the Employee's or
                           former Employee's surviving spouse, and the
                           Employee's or former Employee's spouse or former
                           spouse who is an alternate payee under a qualified
                           domestic relations order, as defined in Section
                           414(p) of the Code, are distributees with regard to
                           the interest of the spouse or former spouse.

                  (iv)     Direct Rollover. A direct rollover is a payment by
                           the Plan to the eligible retirement plan specified by
                           the distributee.

         (c)      If a distribution is one to which Sections 401(a)(11) and 417
                  of the Code do not apply, such distribution may commence less
                  than thirty (30) days after the notice required under Section
                  1.411(a)-11(c) of the Income Tax Regulations is given,
                  provided that:

                  (i)      the Administrator clearly informs the Participant
                           that the Participant has a right to 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

                  (ii)     the Participant, after receiving the notice,
                           affirmatively elects a distribution.

                                       28
<PAGE>

         (d)      Effective January 1, 1997, if a distribution is one to which
                  Sections 401(a)(11) and 417 of the Code applies, the
                  distribution may commence less than thirty (30) days, but not
                  less than seven (7) days, after the notice required under
                  Section 1.411(a)-11(c) of the Income Tax Regulations is given,
                  provided that the requirements of paragraphs (c)(i) and
                  (c)(ii) above are satisfied with respect to both the
                  Participant and the Participant's spouse, if applicable.


                                       29
<PAGE>

                      ARTICLE EIGHT--IN-SERVICE WITHDRAWALS

8.1      HARDSHIP DISTRIBUTIONS. In the case of a financial hardship resulting
         from a proven immediate and heavy financial need, a Participant may
         receive a distribution not to exceed the lesser of (i) the value of the
         Participant's Account attributable to his elective deferrals, without
         regard to earnings on his elective deferrals, and any rollover
         contributions he may have made (including earnings thereon), or (ii)
         the amount necessary to satisfy the financial hardship. The amount of
         any such immediate and heavy financial need may include any amounts
         necessary to pay Federal, state or local income taxes reasonably
         anticipated to result from the distribution. Such distribution shall be
         made in accordance with nondiscriminatory and objective standards
         consistently applied by the Administrator.

         Hardship distributions under this Section shall be deemed to be the
         result of an immediate and heavy financial need if such distribution is
         to (a) pay expenses for medical care (as described in Section 213(d) of
         the Code) previously incurred by the Participant, the Participant's
         spouse, or any dependents of the Participant (as defined in Section 152
         of the Code), or to permit the Participant, the Participant's spouse,
         or any dependents of the Participant to obtain such medical care, (b)
         purchase the principal residence of the Participant (excluding mortgage
         payments), (c) pay tuition and related educational fees for the next
         twelve (12) months of post-secondary education for the Participant,
         Participant's spouse, or any of the Participant's dependents or (d)
         prevent the eviction of the Participant from his principal residence or
         foreclosure on the Participant's principal residence. Distributions
         paid pursuant to this Section shall be deemed to be made as of the
         Valuation Date immediately preceding the hardship distribution, and the
         Participant's Account shall be reduced accordingly.

         A distribution shall not be treated as necessary to satisfy an
         immediate and heavy financial need of a Participant to the extent the
         amount of the distribution is in excess of the amount required to
         relieve the financial need or to the extent the need may be satisfied
         from other resources that are reasonably available to the Participant.
         This determination shall generally be made on the basis of all relevant
         facts and circumstances. For purposes of this paragraph, the
         Participant's resources shall be deemed to include those assets of the
         Participant's spouse and minor children that are reasonably available
         to the Participant. A distribution generally shall be treated as
         necessary to satisfy a financial need if the Administrator relies upon
         the Participant's written representation, unless the Administrator has
         actual knowledge to the contrary, that the need cannot reasonably be
         relieved:

         (1)      Through reimbursement or compensation by insurance or
                  otherwise;

         (2)      By liquidation of the Participant's assets;

         (3)      By cessation of elective deferrals under the Plan; or

         (4)      By other distributions or nontaxable (at the time of the loan)
                  loans from plans maintained by the Employer or by any other
                  employer, or by borrowing from commercial sources on
                  reasonable commercial terms, in an amount sufficient to
                  satisfy the need.


                                       30
<PAGE>

         For purposes of the foregoing paragraph, a need cannot reasonably be
         relieved by one of the actions listed above if the effect would be to
         increase the amount of the need. In making such determination, the
         Administrator may rely upon the Participant's written representation to
         such effect, unless the Administrator has actual knowledge to the
         contrary.

8.2      WITHDRAWALS AFTER AGE 59 1/2. After attaining age fifty-nine and
         one-half (59 1/2), a Participant, by giving written notice to the
         Administrator, may withdraw from the Plan a sum (a) not in excess of
         the credit balance of his vested Account and (b) not less than such
         minimum amount as the Administrator may establish from time to time to
         facilitate administration of the Plan. Any such withdrawals shall be
         made in accordance with nondiscriminatory and objective standards
         consistently applied by the Administrator.

8.3      WITHDRAWALS OF ROLLOVER CONTRIBUTIONS. Effective January 1, 2003, a
         Participant, by giving written notice to the Administrator, may
         withdraw from the Plan a sum (a) not in excess of the credit balance of
         the Participant's Account attributable to any rollover contributions
         made to the Plan and (b) not less than such minimum amount as the
         Administrator may establish from time to time to facilitate
         administration of the Plan. Any such withdrawals shall be made in
         accordance with nondiscriminatory and objective standards consistently
         applied by the Administrator.


                                       31
<PAGE>

                    ARTICLE NINE --ADMINISTRATION OF THE PLAN

9.1      PLAN ADMINISTRATION. The Employer shall be the Plan Administrator,
         hereinbefore and hereinafter called the Administrator, and "named
         fiduciary" (for purposes of Section 402(a)(1) of the Employee
         Retirement Income Security Act of 1974, as amended from time to time)
         of the Plan, unless the Employer, by action of its board of directors,
         shall designate a person or committee of persons to be the
         Administrator and named fiduciary. The administration of the Plan, as
         provided herein, including a determination of the payment of benefits
         to Participants and their Beneficiaries, shall be the responsibility of
         the Administrator; provided, however, that the Administrator may
         delegate any of its powers, authority, duties or responsibilities to
         any person or committee of persons. The Administrator shall have full
         discretion to interpret the terms of the Plan, to determine factual
         questions that arise in the course of administering the Plan, to adopt
         rules and regulations regarding the administration of the Plan, to
         determine the conditions under which benefits become payable under the
         Plan, and to make any other determinations that the Administrator
         believes are necessary and advisable for the administration of the
         Plan. Any determination made by the Administrator shall be final and
         binding on all parties.

         In the event more than one party shall act as Administrator, all
         actions shall be made by majority decisions. In the administration of
         the Plan, the Administrator may (a) employ agents to carry out
         nonfiduciary responsibilities (other than Trustee responsibilities),
         (b) consult with counsel, who may be counsel to the Employer, and (c)
         provide for the allocation of fiduciary responsibilities (other than
         Trustee responsibilities) among its members. Actions dealing with
         fiduciary responsibilities shall be taken in writing and the
         performance of agents, counsel and fiduciaries to whom fiduciary
         responsibilities have been delegated shall be reviewed periodically.

         The expenses of administering the Plan and the compensation of all
         employees, agents, or counsel of the Administrator, including
         accounting fees, recordkeeper's fees, and the fees of any benefit
         consulting firm, shall be paid by the Plan, or shall be paid by the
         Employer if, and to the extent, the Employer so elects. To the extent
         required by applicable law, compensation may not be paid by the Plan to
         full-time Employees of the Employer.

         In the event the Employer pays the expenses of administering the Plan,
         the Employer may seek reimbursement from the Plan for the payment of
         such expenses. Reimbursement shall be permitted only for Plan expenses
         paid by the Employer within the last twelve (12)-month period.

         The Administrator shall obtain from the Trustee, not less often than
         annually, a report with respect to the value of the assets held in the
         Trust Fund, in such form as may be required by the Administrator.

         The Administrator shall administer the Plan and adopt such rules and
         regulations as, in the opinion of the Administrator, are necessary or
         advisable to implement and administer the Plan and to transact its
         business.


                                       32
<PAGE>

9.2      CLAIMS PROCEDURE

         (a)      Pursuant to procedures established by the Administrator,
                  claims for benefits under the Plan made by a Participant or
                  Beneficiary (the "claimant") must be submitted in writing to
                  the Administrator. Approved claims shall be processed and
                  instructions issued to the Trustee or custodian authorizing
                  payment as claimed.

                  If a claim is denied in whole or in part, the Administrator
                  shall notify the claimant within ninety (90) days after
                  receipt of the claim (or within one hundred eighty (180) days,
                  if special circumstances require an extension of time for
                  processing the claim, and provided written notice indicating
                  the special circumstances and the date by which a final
                  decision is expected to be rendered is given to the claimant
                  within the initial ninety (90) day period). If notification is
                  not given in such period, the claim shall be considered denied
                  as of the last day of such period and the claimant may request
                  a review of the claim.

                  The notice of the denial of the claim shall be written in a
                  manner calculated to be understood by the claimant and shall
                  set forth the following:

                  (i)      the specific reason or reasons for the denial of the
                           claim;

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

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

                  (iv)     a statement that any appeal of the denial must be
                           made by giving to the Administrator, within sixty
                           (60) days after receipt of the denial of the claim,
                           written notice of such appeal, such notice to include
                           a full description of the pertinent issues and basis
                           of the claim.

         (b)      Upon denial of a claim in whole or part, the claimant (or his
                  duly authorized representative) shall have the right to submit
                  a written request to the Administrator for a full and fair
                  review of the denied claim, to be permitted to review
                  documents pertinent to the denial, and to submit issues and
                  comments in writing. Any appeal of the denial must be given to
                  the Administrator within the period of time prescribed under
                  (a)(iv) above. If the claimant (or his duly authorized
                  representative) fails to appeal the denial to the
                  Administrator within the prescribed time, the Administrator's
                  adverse determination shall be final, binding and conclusive.

                  The Administrator may hold a hearing or otherwise ascertain
                  such facts as it deems necessary and shall render a decision
                  which shall be binding upon both parties. The Administrator
                  shall advise the claimant of the results of the review within
                  sixty (60) days after receipt of the written request for the
                  review, unless special circumstances require an extension of
                  time for processing, in which case a decision shall be
                  rendered as soon as possible but not later than one hundred
                  twenty (120) days after receipt of the request for review. If
                  such extension of time is required, written notice of the
                  extension shall be


                                       33
<PAGE>

                  furnished to the claimant prior to the commencement of the
                  extension. The decision of the review shall be written in a
                  manner calculated to be understood by the claimant and shall
                  include specific reasons for the decision and specific
                  references to the pertinent Plan provisions on which the
                  decision is based. The decision of the Administrator shall be
                  final, binding and conclusive.

9.3      TRUST AGREEMENT. The Trust Agreement entered into by and between the
         Employer and the Trustee, including any supplements or amendments
         thereto, or any successor Trust Agreement, is incorporated by reference
         herein.


                                       34
<PAGE>

                   ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS

10.1     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS. Notwithstanding any other
         provision of the Plan, "Excess Elective Deferrals" (as defined below)
         (and income or loss allocable thereto, including all earnings, expenses
         and appreciation or depreciation in value, whether or not realized)
         shall be distributed no later than each April 15 to Participants who
         claim Excess Elective Deferrals for the preceding calendar year.

         "Excess Elective Deferrals" shall mean the amount of Elective Deferrals
         (as defined below) for a calendar year that the Participant designates
         to the Plan pursuant to the following procedure. The Participant's
         designation: shall be submitted to the Administrator in writing no
         later than March 1; shall specify the Participant's Excess Elective
         Deferrals for the preceding calendar year; and shall be accompanied by
         the Participant's written statement that if the Excess Elective
         Deferrals is not distributed, it will, when added to amounts deferred
         under other plans or arrangements described in Section 401(k), 408(k)
         or 403(b) of the Code, exceed the limit imposed on the Participant by
         Section 402(g) of the Code for the year in which the deferral occurred.
         Excess Elective Deferrals shall mean those Elective Deferrals that are
         includible in a Participant's gross income under Section 402(g) of the
         Code to the extent such Participant's Elective Deferrals for a taxable
         year exceed the dollar limitation under such Code section.

         An Excess Elective Deferral, and the income or loss allocable thereto,
         may be distributed before the end of the calendar year in which the
         elective deferrals were made. A Participant who has an Excess Elective
         Deferral for a taxable year, taking into account only his elective
         deferrals under the Plan or any other plans of the Employer (including
         any member of the Employer's related group (within the meaning of
         Section 2.5(b)), shall be deemed to have designated the entire amount
         of such Excess Elective Deferral.

         For purposes of this Article Ten, "Elective Deferrals" shall 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 deferral reduction agreement or
         other deferral mechanism. With respect to any taxable year, a
         Participant's Elective Deferrals is 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
         described in Section 401(k) of the Code, any salary reduction
         simplified employee pension described in Code Section 408(k)(6), and
         SIMPLE IRA Plan described in Code Section 408(p), any eligible deferred
         compensation plan under Code Section 457, any plan described under Code
         Section 501(c)(18), and any Employer contributions made on behalf of a
         Participant for the purchase of an annuity contract under Code Section
         403(b) pursuant to a salary reduction agreement. Elective Deferrals
         shall not include any deferrals properly distributed as excess annual
         additions.


                                       35
<PAGE>

10.2     LIMITATIONS ON 401(K) CONTRIBUTIONS

         (a)      Actual Deferral Percentage Test ("ADP Test"). Amounts
                  contributed as Elective Deferrals under Section 4.1(a) and, if
                  so elected by the Employer, "Qualified Matching Contributions"
                  (as defined below) and any Fail-Safe Contributions made under
                  this Section, are considered to be amounts deferred pursuant
                  to Section 401(k) of the Code. For purposes of this Section,
                  these amounts are referred to as the "deferred amounts." For
                  purposes of the "actual deferral percentage test" described
                  below, (i) such deferred amounts must be made before the last
                  day of the twelve (12)-month period immediately following the
                  Plan Year to which the contributions relate, and (ii) the
                  deferred amounts relate to Compensation that either (A) would
                  have been received by the Participant in the Plan Year but for
                  the Participant's election to make deferrals, or (B) is
                  attributable to services performed by the Participant in the
                  Plan Year, and, but for the Participant's election to make
                  deferrals, would have been received by the Participant within
                  two and one-half (2 1/2) months after the close of the Plan
                  Year. The Employer shall maintain records sufficient to
                  demonstrate satisfaction of the actual deferral percentage
                  test and the deferred amounts used in such test.

                  For purposes of this Section, "Qualified Matching
                  Contributions" shall mean matching contributions which are
                  subject to the distribution and nonforfeitability requirements
                  under Section 401(k) of the Code when made.

                  Any Qualified Matching Contributions and Fail-Safe
                  Contributions treated as Elective Deferrals for purposes of
                  this Section shall be immediately and fully vested when made
                  and shall not be distributable prior to the Participant's
                  separation from service, Disability, or death, except in cases
                  of hardship (as provided in Section 8.1), upon attainment of
                  age fifty-nine and one-half (59 1/2), upon the termination of
                  the Plan without establishment or maintenance of a "successor
                  plan" within the meaning of Section 1.401(k)-1(d)(3) of the
                  IRS Treasury Regulations, or upon the sale or disposition of
                  stock or assets under Section 12.3 of the Plan. Further, any
                  Qualified Matching Contributions and Fail-Safe Contributions
                  shall satisfy the requirements of Section 401(a)(4) of the
                  Code.

                  Effective for Plan Years beginning on or after January 1,
                  1997, as of the last day of each Plan Year, the deferred
                  amounts for the Participants who are Highly-Compensated
                  Employees for the Plan Year shall satisfy either of the
                  following tests:

                  (1)      The actual deferral percentage for the eligible
                           Participants who are Highly-Compensated Employees for
                           the Plan Year shall not exceed the actual deferral
                           percentage for eligible Participants who are
                           Nonhighly-Compensated Employees for the Plan Year
                           multiplied by 1.25; or

                  (2)      The actual deferral percentage for eligible
                           Participants who are Highly-Compensated Employees for
                           the Plan Year shall not exceed the actual deferral
                           percentage of eligible Participants who are
                           Nonhighly-Compensated Employees for the Plan Year
                           multiplied by two (2), provided that the actual
                           deferral percentage for eligible



                                       36
<PAGE>

                           Participants who are Highly-Compensated Employees for
                           the Plan Year does not exceed the actual deferral
                           percentage for eligible Participants who are
                           Nonhighly-Compensated Employees 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.

                  Notwithstanding the foregoing, if elected by the Employer by
                  Plan amendment, the foregoing percentage tests shall be
                  applied based on the actual deferral percentage of the
                  Nonhighly-Compensated Employees for the prior Plan Year;
                  provided, however, the change in testing methods complies with
                  the requirements set forth in Notice 98-1 and any other
                  superseding guidance. Such election was made for the 2000 Plan
                  Year.

                  Effective for testing years beginning January 1, 1999, in the
                  event the Plan changes from the current year testing method to
                  the prior year testing method, then, for purposes of the first
                  testing year for which the change is effective, the actual
                  deferral percentage for Nonhighly-Compensated Employees for
                  the prior year shall be determined by taking into account only
                  (a) Elective Deferrals for those Nonhighly-Compensated
                  Employees that were taken into account for purposes of the
                  actual deferral percentage test (and not the actual
                  contribution percentage test) under the current year testing
                  method for the prior year and (b) any Fail-Safe Contributions
                  that were allocated to the Accounts of those
                  Nonhighly-Compensated Employees for the prior year but were
                  not used to satisfy the actual average deferral percentage
                  test or the average contribution percentage test under the
                  current year testing method for the prior year.

                  In the event the Plan changes from the current year to the
                  prior year testing method for the first time for either the
                  1997 or 1998 testing year, the actual deferral percentage for
                  Nonhighly-Compensated Employees used for that testing year
                  shall be the same as the actual deferral percentage for
                  Nonhighly-Compensated Employees used for the prior testing
                  year.

                  For purposes of the above tests, the "actual deferral
                  percentage" shall mean for a specified group of Participants
                  for a Plan Year, the average of the ratios (calculated
                  separately for each Participant in such group) of (1) deferred
                  amounts actually paid over to the Trust on behalf of such
                  Participant for the Plan Year to (2) the Participant's
                  compensation (within the meaning of Section 1.6 of the Plan or
                  Section 415(c)(3) of the Code) for such Plan Year. Deferred
                  amounts on behalf of any Participant shall include (1) any
                  Elective Deferrals made pursuant to the Participant's deferral
                  election (including Excess Elective Deferrals of Highly
                  Compensated Employees), but excluding (a) Excess Elective
                  Deferrals of Nonhighly-Compensated Employees that arise solely
                  from Elective Deferrals made under the Plan or plans of this
                  Employer and (b) Elective Deferrals that are taken into
                  account in the actual contribution percentage test (provided
                  the actual deferral percentage test is satisfied both with and
                  without exclusion of these Elective Deferrals); and (2)
                  Qualified Matching Contributions and Fail-Safe Contributions.
                  For purposes of computing Actual Deferral Percentages, an
                  Employee who would be a Participant but for failure to make
                  Elective Deferrals shall be treated as a Participant on whose
                  behalf no Elective Deferrals are made.


                                       37
<PAGE>

                  For purposes of this Section 10.2, the actual deferral
                  percentage for any eligible Participant who is a
                  Highly-Compensated Employee for the Plan Year and who is
                  eligible to have Elective Deferrals allocated to his account
                  under two (2) or more plans or arrangements described in Code
                  Section 401(k) that are maintained by the Employer or any
                  employer who is a related group member (within the meaning of
                  Section 2.5(b)) shall be determined as if all such deferrals
                  were made under a single arrangement. In the event that this
                  Plan satisfies the requirements of Code Section 401(k),
                  401(a)(4) or 410(b) only if aggregated with one (1) or more
                  other plans, or if one (1) or more other plans satisfy the
                  requirements of such Sections of the Code only if aggregated
                  with this Plan, then the provisions of this Section 10.2 shall
                  be applied by determining the actual deferral percentage of
                  eligible Participants as if all such plans were a single plan.
                  If the Employer elects by Plan amendment to use the prior year
                  testing method, any adjustments to the Nonhighly-Compensated
                  Employee actual deferral percentage for the prior year shall
                  be made in accordance with Notice 98-1. Plans may be
                  aggregated in order to satisfy Section 401(k) of the Code only
                  if they have the same Plan Year and use the same average
                  actual deferral percentage testing method.

                  For purposes of determining the actual deferral percentage of
                  a Participant who is classified as a Highly-Compensated
                  Employee as the result of being a five percent (5%) owner, or
                  who is one of the ten (10) highest paid Highly-Compensated
                  Employees, the deferred amount and the compensation of such
                  Participant shall include the deferred amounts and
                  compensation of his family members (as defined in Code Section
                  414(q)(6)(B)) participating in the Plan. Such family members
                  shall be disregarded in determining the actual deferral
                  percentage for Participants who are Nonhighly-Compensated
                  Employees. The application of the family aggregation rule set
                  forth in this paragraph, however, shall not apply for Plan
                  Years beginning on and after January 1, 1997.

                  The determination and treatment of deferred amounts and the
                  actual deferral percentage of any Participant shall be subject
                  to the prescribed requirements of the Secretary of the
                  Treasury.

                  In the event the actual deferral percentage test is not
                  satisfied for a Plan Year, the Employer, in its discretion,
                  may make a Fail-Safe Contribution for eligible Participants
                  who are Nonhighly-Compensated Employees, to be allocated among
                  their Accounts in proportion to their compensation for the
                  Plan Year. For purposes of this paragraph, "compensation"
                  shall mean compensation used for the actual deferral
                  percentage test.

         (b)      Distributions of Excess Contributions.

                  (1)      In General. If the actual deferral percentage test of
                           Section 10.2(a) is not satisfied for a Plan Year,
                           then the "excess contributions", and income allocable
                           thereto, shall be distributed, to the extent required
                           under Treasury regulations, no later than the last
                           day of the Plan Year following the Plan Year for
                           which the excess contributions were made. However, if
                           such excess contributions are distributed later than
                           two and one-half (2 1/2) months following the last
                           day of the Plan Year in


                                       38
<PAGE>

                           which such excess contributions were made, a ten
                           percent (10%) excise tax shall be imposed upon the
                           Employer with respect to such excess contributions.

                  (2)      Excess Contributions. For purposes of this Section,
                           "excess contributions" shall consist of the excess of
                           the aggregate amount of deferred amounts made by or
                           on behalf of the Highly-Compensated Employees for
                           such Plan Year over the maximum amount of all such
                           contributions permitted under the test under Section
                           10.2(a). In order to comply with Section 401(k)(8)(C)
                           of the Code (as amended by the Small Business Job
                           Protection Act of 1996), effective January 1, 1997,
                           excess contributions shall be allocated to the
                           Highly-Compensated Employees with the largest amounts
                           of contributions taken into account in calculating
                           the actual deferral percentage test for the year in
                           which the excess arose, beginning with the
                           Highly-Compensated Employee with the largest amount
                           of such contributions and continuing in descending
                           order until all the excess contributions have been
                           allocated. For purposes of the preceding sentence,
                           the "largest amount" is determined after distribution
                           of any excess contributions.

                  (3)      Determination of Income. The income allocable to
                           excess contributions allocated to each Participant
                           shall be determined by multiplying the income
                           allocable to the Participant's deferred amounts for
                           the Plan Year by a fraction, the numerator of which
                           is the excess contributions made on behalf of the
                           Participant for the Plan Year, and the denominator of
                           which is the sum of the Participant's Account
                           balances attributable to the Participant's deferred
                           amounts on the last day of the Plan Year.

                  (4)      Maximum Distributable Amount. The excess
                           contributions to be distributed to a Participant
                           shall be adjusted for income and, if there is a loss
                           allocable to the excess contribution, shall in no
                           event be more than the lesser of the Participant's
                           Account under the Plan or the Participant's deferred
                           amounts for the Plan Year. Excess contributions shall
                           be distributed from that portion of the Participant's
                           Account attributable to such deferred amounts to the
                           extent allowable under Treasury regulations.

10.3     NONDISCRIMINATION TEST FOR EMPLOYER MATCHING CONTRIBUTIONS

         (a)      Average Contribution Percentage Test ("ACP Test"). The
                  provisions of this Section shall apply if Employer matching
                  contributions are made in any Plan Year under Section 4.2(a)
                  and such matching contributions are not used to satisfy the
                  actual deferral percentage test of Section 10.2.

                  Effective for Plan Years beginning on or after January 1,
                  1997, as of the last day of each Plan Year, the average
                  contribution percentage for Highly-Compensated Employees for
                  the Plan Year shall satisfy either of the following tests:

                  (1)      The average contribution percentage for eligible
                           Participants who are Highly-Compensated Employees for
                           the Plan Year shall not exceed the average


                                       39
<PAGE>

                           contribution percentage for eligible Participants who
                           are Nonhighly-Compensated Employees for the Plan Year
                           multiplied by 1.25; or

                  (2)      The average contribution percentage for eligible
                           Participants who are Highly-Compensated Employees for
                           the Plan Year shall not exceed the average
                           contribution percentage for eligible Participants who
                           are Nonhighly-Compensated Employees for the Plan Year
                           multiplied by two (2), provided that the average
                           contribution percentage for eligible Participants who
                           are Highly-Compensated Employees for the Plan Year
                           does not exceed the average contribution percentage
                           for eligible Participants who are
                           Nonhighly-Compensated Employees 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.

                  Notwithstanding the foregoing, if elected by the Employer by
                  Plan amendment, the foregoing percentage tests shall be
                  applied based on the average contribution percentage of the
                  Nonhighly-Compensated Employees for the prior Plan Year;
                  provided, however, the change in testing methods complies with
                  the requirements set forth in Notice 98-1 and any other
                  superseding guidance. Such election was made for the 2000 Plan
                  Years.

                  Effective for testing years beginning January 1, 1999, in the
                  event the Plan changes from the current year testing method to
                  the prior year testing method, then, for purposes of the first
                  testing year for which the change is effective, the average
                  contribution percentage for Nonhighly-Compensated Employees
                  for the prior year shall be determined by taking into account
                  only matching contributions for those Nonhighly-Compensated
                  Employees that were taken into account for purposes of the
                  average contribution percentage test (and not the average
                  actual deferral percentage test) under the current year
                  testing method for the prior year.

                  In the event the Plan changes from the current year to the
                  prior year testing method for the first time for either the
                  1997 or 1998 testing year, the average contribution percentage
                  for Nonhighly-Compensated Employees used for that testing year
                  shall be the same as the average contribution percentage for
                  Nonhighly-Compensated Employees used for the prior testing
                  year.

                  For purposes of the above tests, the "average contribution
                  percentage" shall mean the average (expressed as a percentage)
                  of the contribution percentages of the "eligible Participants"
                  in each group. The "contribution percentage" shall mean the
                  ratio (expressed as a percentage) that the sum of Employer
                  matching contributions and elective deferrals (to the extent
                  such elective deferrals are not used to satisfy the actual
                  deferral percentage test of Section 10.2) under the Plan on
                  behalf of the eligible Participant for the Plan Year bears to
                  the eligible Participant's compensation (within the meaning of
                  Section 1.6 of the Plan or Section 415(c)(3) of the Code) for
                  the Plan Year. Such average contribution percentage shall be
                  determined without regard to matching contributions that are
                  used either to correct excess contributions hereunder or
                  because contributions to which they relate are excess
                  deferrals under Section 10.1 or excess contributions under


                                       40
<PAGE>

                  Section 10.2. "Eligible Participant" shall mean each Employee
                  who is eligible to receive Employer matching contributions.

                  For purposes of this Section 10.3, the contribution percentage
                  for any eligible Participant who is a Highly-Compensated
                  Employee for the Plan Year and who is eligible to have
                  Employer matching contributions, elective deferrals and/or
                  after-tax contributions allocated to his account under two (2)
                  or more plans described in Section 401(a) of the Code or under
                  arrangements described in Section 401(k) of the Code that are
                  maintained by the Employer or any member of the Employer's
                  related group (within the meaning of Section 2.5(b)), shall be
                  determined as if all such contributions were made under a
                  single plan.

                  In the event that this Plan satisfies the requirements of
                  Section 401(m), 401(a)(4) or 410(b) of the Code only if
                  aggregated with one (1) or more other plans, or if one (1) or
                  more other plans satisfy the requirements of such Sections of
                  the Code only if aggregated with this Plan, then the
                  provisions of this Section 10.3 shall be applied by
                  determining the contribution percentages of eligible
                  Participants as if all such plans were a single plan. If the
                  Employer elects by Plan amendment to use the prior year
                  testing method, any adjustments to the Nonhighly-Compensated
                  Employee actual contribution percentage for the prior year
                  shall be made in accordance with Notice 98-1. Plans may be
                  aggregated in order to satisfy Section 401(m) of the Code only
                  if they have the same Plan Year and use the same average
                  contribution percentage testing method.

                  For purposes of determining the contribution percentage of an
                  eligible Participant who is classified as a Highly-Compensated
                  Employee as the result of being a five percent (5%) owner or
                  who is one of the ten (10) highest paid Highly-Compensated
                  Employees, the Employer matching contributions, elective
                  deferrals (to the extent not used to satisfy the average
                  actual deferral percentage test of Section 10.2) and
                  compensation of such Participant shall include the Employer
                  matching contributions, such elective deferrals and
                  compensation of his family members (as defined in Code Section
                  414(q)(6)(B)) participating in the Plan. Such family members
                  shall be disregarded in determining the average contribution
                  percentage for eligible Participants who are
                  Nonhighly-Compensated Employees. The application of the family
                  aggregation rule set forth in this paragraph, however, shall
                  not apply for Plan Years beginning on and after January 1,
                  1997.

                  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.

         (b)      Distribution of Excess Employer Matching Contributions.

                  (1)      In General. If the nondiscrimination tests of Section
                           10.3(a) are not satisfied for a Plan Year, then the
                           "excess aggregate contributions", and any income
                           allocable thereto, shall be forfeited, if otherwise
                           forfeitable, no later than the last day of the Plan
                           Year following the Plan Year for which the
                           nondiscrimination tests are not satisfied, and shall
                           be used to reduce Employer contributions under
                           Section 4.2(a). To the extent that such "excess
                           aggregate contributions" are nonforfeitable, such


                                       41
<PAGE>

                           excess contributions shall be distributed to the
                           Participant on whose behalf the excess contributions
                           were made no later than the last day of the Plan Year
                           following the Plan Year for which such "excess
                           aggregate contributions" were made. However, if such
                           excess aggregate contributions are distributed later
                           than two and one-half (2 1/2) months following the
                           last day of the Plan Year in which such excess
                           aggregate contributions were made, a ten percent
                           (10%) excise tax shall be imposed upon the Employer
                           with respect to such excess aggregate contributions.
                           For purposes of the limitations of Section 11.1(b)(1)
                           of the Plan, excess aggregate contributions shall be
                           considered annual additions.

                  (2)      Excess Aggregate Contributions. For purposes of this
                           Section, "excess aggregate contributions" shall
                           consist of the excess of the amount of Employer
                           matching contributions and, if applicable, elective
                           deferrals (to the extent not used to satisfy the
                           actual deferral percentage test of Section 10.2) made
                           on behalf of the Highly-Compensated Employees for
                           such Plan Year over the maximum amount of all such
                           contributions permitted under the nondiscrimination
                           tests under Section 10.3(a). In order to comply with
                           Section 401(m)(6)(C) of the Code (as amended by the
                           Small Business Job Protection Act of 1996), effective
                           January 1, 1997, excess contributions shall be
                           allocated to the Highly-Compensated Employee with the
                           largest "contribution percentage amounts" (as defined
                           below) taken into account in calculating the average
                           contribution percentage test for the year in which
                           the excess arose, beginning with the
                           Highly-Compensated Employee with the largest
                           contribution percentage amounts and continuing in
                           descending order until all the excess aggregate
                           contributions have been allocated. For purposes of
                           the preceding sentence, the "largest amount" is
                           determined after distribution of any excess aggregate
                           contributions.

                           For purposes of the preceding paragraph,
                           "contribution percentage amounts" shall mean the sum
                           of Employer matching contributions and, if
                           applicable, elective deferrals (to the extent not
                           used to satisfy the actual deferral percentage test
                           of Section 10.2) made under the Plan on behalf of the
                           Participant for the Plan Year.

                  (3)      Determination of Income. The income allocable to
                           excess contributions allocated to each Participant
                           shall be determined by multiplying the income
                           allocable to the Employer matching contributions and,
                           if applicable, such elective deferrals by a fraction,
                           the numerator of which is the excess aggregate
                           contributions on behalf of the Participant for the
                           Plan Year, and the denominator of which is the sum of
                           the Participant's Account balances attributable to
                           Employer matching contributions and, if applicable,
                           elective deferrals (to the extent not used to satisfy
                           the average actual percentage test of Section 10.2),
                           on the last day of the Plan Year.

                  Notwithstanding the foregoing, to the extent otherwise
                  required to comply with the requirements of Section 401(a)(4)
                  of the Code and the regulations thereunder, vested matching
                  contributions may be forfeited.


                                       42
<PAGE>

10.4     LIMITATION ON THE MULTIPLE USE ALTERNATIVE. The sum of the average
         actual deferral percentage of Highly-Compensated Employees under
         Section 10.2(a) and the average contribution percentage of
         Highly-Compensated Employees under Section 10.3(a) shall not exceed the
         "Aggregate Limit". For purposes of this Section, the "Aggregate Limit"
         shall mean the sum of (i) 125% of the greater of the actual deferral
         percentage of the Nonhighly-Compensated Employees for the prior Plan
         Year or the actual contribution percentage of Nonhighly-Compensated
         Employees under the Plan subject to Section 401(m) of the Code for the
         Plan Year beginning with or within the prior Plan Year of the cash or
         deferred arrangement, and (ii) the lesser of 200% or 2 plus the lesser
         of such actual deferral percentage or actual contribution percentage.
         "Lesser" is substituted for "greater" in "(i)" above, and "greater" is
         substituted for "lesser" after "2 plus the" in the "(ii)" if it would
         result in a larger Aggregate Limit. If the Employer has elected by
         amendment to use the current year testing method, then, in calculating
         the Aggregate Limit for a particular Plan Year, the No highly
         Compensated Employees' actual deferral percentage and actual
         contribution percentage for that Plan Year, instead of the prior Plan
         Year, is used.

         If the Aggregate Limit is exceeded, the average contribution percentage
         of the Highly-Compensated Employees shall be reduced in accordance with
         the provisions of Section 10.3(b) in which case only those Highly
         Compensated Employees who are eligible in the arrangement subject to
         Section 401(k) and 401(m) of the Code shall be impacted. In lieu of
         reducing the average contribution percentage, the Administrator may
         reduce the average actual deferral percentage of the Highly-Compensated
         Employees in accordance with the provisions of Section 10.2(b) in which
         case only those Highly Compensated Employees who are subject to the
         reduction shall be impacted. The reductions under this Section shall be
         made only to the extent necessary to comply with the restrictions on
         the multiple use of the "Alternative Limitation" within the meaning of
         Code Section 401(m)(9).


                                       43
<PAGE>

                 ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS

11.1     RULES AND DEFINITIONS

         (a)      Rules. The following rules shall limit additions to
                  Participants' Accounts:

                  (1)      If the Participant does not participate, and has
                           never participated, in another qualified plan
                           maintained by the Employer, the amount of annual
                           additions which may be credited to the Participant's
                           Account for any limitation year shall not exceed the
                           lesser of the "maximum permissible" amount (as
                           hereafter defined) or any other limitation contained
                           in this Plan. If the Employer contribution that would
                           otherwise be allocated to the Participant's Account
                           would cause the annual additions for the limitation
                           year to exceed the maximum permissible amount, the
                           amount allocated shall be reduced so that the annual
                           additions for the limitation year shall equal the
                           maximum permissible amount.

                  (2)      Prior to determining the Participant's actual
                           compensation for the limitation year, the Employer
                           may determine the maximum permissible amount for a
                           Participant on the basis of a reasonable estimation
                           of the Participant's compensation for the limitation
                           year, uniformly determined for all Participants
                           similarly situated.

                  (3)      As soon as is administratively feasible after the end
                           of the limitation year, the maximum permissible
                           amount for the limitation year shall be determined on
                           the basis of the Participant's actual compensation
                           for the limitation year.

                  (4)      If, as a result of the allocation of forfeitures, a
                           reasonable error in estimating a Participant's annual
                           Compensation, a reasonable error in determining
                           elective deferrals, the limitations of Section 415 of
                           the Code are exceeded, such excess amount shall be
                           disposed of as follows:

                           (A)      Any nondeductible Employee after-tax
                                    contributions (plus attributable earnings)
                                    and, to the extent elected by the
                                    Administrator pursuant to a
                                    nondiscriminatory procedure, elective
                                    deferrals under Section 4.1(a) (plus
                                    attributable earnings), to the extent they
                                    would reduce the excess amount, shall be
                                    returned to the Participant.

                           (B)      If an excess amount still exists after the
                                    application of subparagraph (A), and the
                                    Participant is covered by the Plan at the
                                    end of the limitation year, the excess
                                    amount in the Participant's Account shall be
                                    used to reduce Employer contributions
                                    (including any allocation of forfeitures, if
                                    applicable) for such Participant in the next
                                    limitation year, and each succeeding
                                    limitation year if necessary.

                           (C)      If an excess amount still exists after the
                                    application of subparagraph (A), and the
                                    Participant is not covered by the Plan at
                                    the end of the limitation year, the excess
                                    amount shall be held unallocated in a
                                    suspense account


                                       44
<PAGE>

                                    and applied to reduce future Employer
                                    contributions (including allocation of any
                                    forfeitures) for all remaining Participants
                                    in the next limitation year, and each
                                    succeeding limitation year if necessary.
                                    Excess amounts may not be distributed to
                                    Participants or former Participants.

                           (D)      If a suspense account is in existence at any
                                    time during the limitation year pursuant to
                                    this Section 11.1(a)(4), it shall not
                                    participate in the allocation of the Trust's
                                    investment gains and losses. In addition,
                                    all amounts held in the suspense account
                                    shall be allocated and reallocated to
                                    Participants' Accounts before any Employer
                                    or Employee contributions may be made for
                                    the limitation year.

                  (5)      If, in addition to this Plan, the Participant is
                           covered under another defined contribution plan
                           maintained by the Employer, or a welfare benefit
                           fund, as defined in Code Section 419(e), maintained
                           by the Employer, or an individual medical account, as
                           defined in Code Section 415(1)(2), maintained by the
                           Employer which provides an annual addition, the
                           annual additions which may be credited to a
                           Participant's account under all such plans for any
                           such limitation year shall not exceed the maximum
                           permissible amount. Benefits shall be reduced under
                           any discretionary defined contribution plan before
                           they are reduced under any defined contribution
                           pension plan. If both plans are discretionary
                           contribution plans, they shall first be reduced under
                           this Plan. Any excess amount attributable to this
                           Plan shall be disposed of in the manner described in
                           Section 11.1(a)(4).

                  (6)      If the Employer maintains, or at any time maintained,
                           a qualified defined benefit plan covering any
                           Participant in this Plan, the sum of the
                           Participant's Defined benefit plan fraction and
                           Defined contribution plan fraction shall not exceed
                           1.0 in any limitation year. The annual additions
                           which may be credited to the Participant's Account
                           under this Plan for any limitation year shall be
                           limited so that if the limitations of Code Section
                           415(e) become applicable, benefits under a defined
                           benefit plan shall have first been provided before
                           benefits under a defined contribution plan are
                           provided.

                           The combined limitation set forth in the preceding
                           paragraph shall not apply to any limitation year
                           beginning after December 31, 1999.

                  (7)      In any Plan Year in which the Plan becomes a Super
                           Top-Heavy Plan (as defined in Section 13.2(b)), the
                           denominators of the Defined benefit fraction and
                           Defined contribution fraction shall be computed using
                           one hundred percent (100%) of the maximum dollar
                           limitation instead of one hundred and twenty-five
                           percent (125%).

                           The preceding paragraph shall not apply for Plan
                           Years beginning after December 31, 1999.

                  (8)      In any year in which the Plan is a Top-Heavy Plan (as
                           defined in Section 13.2(c)) (but not a Super
                           Top-Heavy Plan), the limitations shall be similarly
                           reduced,


                                       45
<PAGE>

                           subject to the special provisions of Section 13.3,
                           which provide for the use of the one hundred and
                           twenty-five percent (125%) limitation subject to the
                           added minimum allocations.

                           The preceding paragraph shall not apply for Plan
                           Years beginning after December 31, 1999.

         (b)      Definitions.

                  (1)      Annual additions: The following amounts credited to a
                           Participant's Account for the limitation year shall
                           be treated as annual additions:

                           (A)      Employer contributions;

                           (B)      Elective deferrals;

                           (C)      Employee after-tax contributions, if any;

                           (D)      Forfeitures, if any; and

                           (E)      Amounts allocated after March 31, 1984 to an
                                    individual medical account, as defined in
                                    Section 415(l)(2) of the Code, which is part
                                    of a pension or annuity plan maintained by
                                    the Employer. Also, 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 of a Key Employee,
                                    as defined in Section 419A(d)(3), and
                                    amounts under a welfare benefit fund, as
                                    defined in Section 419(e), maintained by the
                                    Employer, shall be treated as annual
                                    additions to a defined contribution plan.

                           Employer and employee contributions taken into
                           account as annual additions shall include "excess
                           contributions" as defined in Section 401(k)(8)(B) of
                           the Code, "excess aggregate contributions" as defined
                           in Section 401(m)(6)(B) of the Code, and "excess
                           deferrals" as defined in Section 402(g) of the Code,
                           regardless of whether such amounts are distributed,
                           recharacterized or forfeited, unless such amounts
                           constitute excess deferrals that were distributed to
                           the Participant no later than April 15 of the taxable
                           year following the taxable year of the Participant in
                           which such deferrals were made.

                           For this purpose, any excess amount applied under
                           Section 11.1(a)(4) in the limitation year to reduce
                           Employer contributions shall be considered annual
                           additions for such limitation year.

                  (2)      Compensation: For purposes of determining maximum
                           permitted benefits under this Section, compensation
                           shall include all of a Participant's earned income,
                           wages, salaries, and fees for professional services,
                           and other amounts received for personal services
                           actually rendered in the course of employment with
                           the


                                       46
<PAGE>

                           Employer, including, but not limited to, commissions
                           paid to salesmen, compensation for services on the
                           basis of a percentage of profits, commissions on
                           insurance premiums, tips and bonuses, and effective
                           for limitation years beginning after December 31,
                           1997, including also any elective deferrals (as
                           defined in Section 402(g)(3) of the Code) made by an
                           Employee to the Plan and any amount contributed or
                           deferred by an Employee on an elective basis and not
                           includable in the gross income of the Employee under
                           Section 125 of the Code; and effective for limitation
                           years beginning on or after January 1, 2001, Section
                           132(f) of the Code. Notwithstanding the foregoing,
                           Compensation for purposes of this Section shall
                           exclude the following:

                           (A)      Except as provided in the preceding
                                    paragraph of this Section 11.1(b)(2),
                                    Employer contributions to a plan of deferred
                                    compensation which are not included in the
                                    Employee's gross income for the taxable year
                                    in which contributed, or Employer
                                    contributions under a simplified employee
                                    pension plan (funded with individual
                                    retirement accounts or annuities) to the
                                    extent such contributions are deductible by
                                    the Employee, or any distributions from a
                                    plan of deferred compensation;

                           (B)      Amounts realized from the exercise of a
                                    nonqualified stock option, or when
                                    restricted stock (or property) held by the
                                    Employee either becomes freely transferable
                                    or is no longer subject to a substantial
                                    risk of forfeiture;

                           (C)      Amounts realized from the sale, exchange, or
                                    other disposition of stock acquired under a
                                    qualified stock option; and

                           (D)      Other amounts which received special tax
                                    benefits, or contributions made by the
                                    Employer (whether or not under a salary
                                    reduction agreement) toward the purchase of
                                    an annuity described in Section 403(b) of
                                    the Code (whether or not the amounts are
                                    actually excludable from the gross income of
                                    the Employee).

                           Compensation shall be measured on the basis of
                           compensation paid in the limitation year.

                  (3)      Defined benefit fraction: This shall mean a fraction,
                           the numerator of which is the sum of the
                           Participant's projected annual benefits under all the
                           defined benefit plans maintained or previously
                           maintained by the Employer, and the denominator of
                           which is the lesser of one hundred and twenty-five
                           percent (125%) of the dollar limitation in effect for
                           the limitation year under Section 415(b)(1)(A) of the
                           Code or one hundred and forty percent (140%) of the
                           highest average compensation including any adjustment
                           under Code Section 415(b).

                  (4)      Defined contribution fraction: This shall mean a
                           fraction, the numerator of which is the sum of the
                           annual additions to the Participant's account under
                           all the defined contribution plans (whether or not
                           terminated), welfare benefit funds, and individual
                           medical accounts maintained by the Employer for the
                           current and all


                                       47
<PAGE>

                           prior limitation years, and the denominator of which
                           is the sum of the maximum aggregate amounts for the
                           current and all prior limitation years of Service
                           with the Employer, regardless of whether a defined
                           contribution plan was maintained by the Employer.

                           The maximum aggregate amount in any limitation year
                           is the lesser of one hundred and twenty-five percent
                           (125%) of the dollar limitation then in effect under
                           Section 415(c)(1)(A) of the Code or thirty-five (35%)
                           of the Participant's compensation for such year.

                           If the Employee, as of the end of the first day of
                           the first limitation year beginning after December
                           31, 1986, was a participant in one (1) or more
                           defined contribution plans maintained by the Employer
                           which were in existence on May 6, 1986, the numerator
                           of this fraction shall be adjusted if the sum of this
                           fraction and the defined benefit fraction would
                           otherwise exceed 1.0 under the terms of this Plan.
                           Under the adjustment, an amount equal to the product
                           of (i) the excess of the sum of the fractions over
                           1.0 and (ii) the denominator of this fraction, will
                           be permanently subtracted from the numerator of this
                           fraction. The adjustment is calculated using the
                           fractions as they would be computed as of the end of
                           the last limitation year beginning before January 1,
                           1987, and disregarding any changes in the terms and
                           conditions of the Plan made after May 5, 1986, but
                           using the Code Section 415 limitation applicable to
                           the first limitation year beginning on or after
                           January 1, 1987.

                           The annual addition for any limitation year beginning
                           before January 1, 1987, shall not be recomputed to
                           treat all Employee contributions as annual additions.

                  (5)      Defined contribution dollar limitation: Effective
                           January 1, 1995, this shall mean $30,000, as adjusted
                           under Section 415(d) of the Code.

                  (6)      Employer: This term refers to the Employer that
                           adopts this Plan, and all members of a controlled
                           group of corporations (as defined in Section 414(b)
                           of the Code, as modified by Section 415(h)),
                           commonly-controlled trades or businesses (as defined
                           in Section 414(c), as modified by Section 415(h)), or
                           affiliated service groups (as defined in Section
                           414(m)) of which the Employer is a part, or any other
                           entity required to be aggregated with the Employer
                           under Code Section 414(o).

                  (7)      Highest average compensation: This means the average
                           compensation for the three (3) consecutive limitation
                           years with the Employer that produces the highest
                           average.

                  (8)      Limitation year: This shall mean the Plan Year,
                           unless the Employer elects a different twelve (12)
                           consecutive month period. The election shall be made
                           by the adoption of a Plan amendment by the Employer.
                           If the limitation year is amended to a different
                           twelve (12) consecutive month period, the new
                           limitation year must begin on a date within the
                           limitation year in which the amendment is made.


                                       48
<PAGE>

                  (9)      Maximum permissible amount: This shall mean an amount
                           equal to the lesser of the defined contribution
                           dollar limitation or twenty-five percent (25%) of the
                           Participant's compensation for the limitation year.
                           If a short limitation year is created because of an
                           amendment changing the limitation year to a different
                           twelve (12)-consecutive month period, the maximum
                           permissible amount shall not exceed the defined
                           contribution dollar limitation multiplied by the
                           following fraction:

                                Number of months in the short limitation year
                                                    12

                  (10)     Projected annual benefit: This is the annual
                           retirement benefit (adjusted to an actuarially
                           equivalent straight life annuity if such benefit is
                           expressed in a form other than a straight life
                           annuity or qualified joint and survivor annuity) to
                           which the Participant would be entitled under the
                           terms of the plan, assuming:

                           (A)      the Participant will continue employment
                                    until normal retirement age under the plan
                                    (or current age, if later), and

                           (B)      the Participant's compensation for the
                                    current limitation year and all other
                                    relevant factors used to determine benefits
                                    under the plan will remain constant for all
                                    future limitation years.


                                       49
<PAGE>

                    ARTICLE TWELVE--AMENDMENT AND TERMINATION

12.1     AMENDMENT. The Employer, by resolution of its board of directors, (or,
         to the extent permitted by resolution of such board of directors, by
         action of a duly authorized officer of the Employer) shall have the
         right to amend, alter or modify the Plan at any time, or from time to
         time, in whole or in part. Any such amendment shall become effective
         under its terms upon adoption by the Employer. However, no amendment
         affecting the duties, powers or responsibilities of the Trustee may be
         made without the written consent of the Trustee. No amendment shall be
         made to the Plan which shall:

         (a)      make it possible (other than as provided in Section 14.3) for
                  any part of the corpus or income of the Trust Fund (other than
                  such part as may be required to pay taxes and administrative
                  expenses) to be used for or diverted to purposes other than
                  the exclusive benefit of the Participants or their
                  Beneficiaries;

         (b)      decrease a Participant's account balance or eliminate an
                  optional form of payment (unless permitted by applicable law)
                  with respect to benefits accrued as of the later of (i) the
                  date such amendment is adopted, or (ii) the date the amendment
                  becomes effective; or

         (c)      alter the schedule for vesting in a Participant's Account with
                  respect to any Participant with three (3) or more Years of
                  Service for vesting purposes without his consent or deprive
                  any Participant of any nonforfeitable portion of his Account.

         Notwithstanding the other provisions of this Section or any other
         provisions of the Plan, any amendment or modification of the Plan may
         be made retroactively if necessary or appropriate within the remedial
         amendment period to conform to or to satisfy the conditions of any law,
         governmental regulation, or ruling, and to meet the requirements of the
         Employee Retirement Income Security Act of 1974, as it may be amended.

         If any corrective amendment (within the meaning of Section
         1.401(a)(4)-11(g) of the IRS Treasury Regulations) is made after the
         end of a Plan Year, such amendment shall satisfy the requirements of
         Section 1.401(a)(4)-11(g)(3) and (4) of the IRS Treasury Regulations.

12.2     TERMINATION OF THE PLAN. The Employer, by resolution of its board of
         directors, reserves the right at any time and in its sole discretion to
         discontinue payments under the Plan and to terminate the Plan. In the
         event the Plan is terminated, or upon complete discontinuance of
         contributions under the Plan by the Employer, the rights of each
         Participant to his Account on the date of such termination or
         discontinuance of contributions, to the extent of the fair market value
         under the Trust Fund, shall become fully vested and nonforfeitable. The
         Employer shall direct the Trustee to distribute the Trust Fund in
         accordance with the Plan's distribution provisions to the Participants
         and their Beneficiaries, each Participant or Beneficiary receiving a
         portion of the Trust Fund equal to the value of his Account as of the
         date of distribution. These distributions may be implemented by the
         continuance of the Trust and the distribution of the Participants'
         Account shall be made at such time and in such manner as though the
         Plan had not terminated, or by any other appropriate method, including
         rollover into Individual Retirement


                                       50
<PAGE>

         Accounts. Upon distribution of the Trust Fund, the Trustee shall be
         discharged from all obligations under the Trust and no Participant or
         Beneficiary shall have any further right or claim therein. In the event
         of the partial termination of the Plan, the Accounts of all affected
         Participants shall become fully vested and nonforfeitable and the
         provisions of the preceding paragraph shall apply with respect to such
         Participants' Accounts.

         In the event of the termination of the Plan, any amounts to be
         distributed to Participants or Beneficiaries who cannot be located
         shall be handled in accordance with the provisions of applicable law
         (which may include the establishment of an account for such Participant
         or Beneficiary).

12.3     DISTRIBUTION UPON SALE OR DISPOSITION OF STOCK OR ASSETS. The vested
         balances of affected Participants (as defined below) may be
         distributed, in a single lump-sum payment, as soon as administratively
         practical following:

         (i)      the sale or other disposition of the Employer's interest in a
                  subsidiary (within the meaning of Section 409(d)(3) of the
                  Code) to an entity that is not a "related group member"
                  (within the meaning of Section 2.5(b)), provided that the
                  Employer and not the acquirer continues to maintain the Plan
                  after the disposition. In this case, affected Participants
                  shall be those Participants who continue employment with such
                  subsidiary.

         (ii)     the sale or other disposition of "substantially all" (within
                  the meaning of Section 1.401(k)-1(d)(4) of the Income Tax
                  Regulations) of the assets used by the Employer in a trade or
                  business to an unrelated corporation, provided that the
                  Employer and not the acquirer continues to maintain the Plan
                  after the disposition. In this case, affected Participants
                  shall be those Participants who continue employment with the
                  corporation acquiring such assets.


                                       51
<PAGE>

                     ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS

13.1     APPLICABILITY. The provisions of this Article shall become applicable
         only for any Plan Year in which the Plan is a Top-Heavy Plan (as
         defined in Section 13.2(c)). The determination of whether the Plan is a
         Top-Heavy Plan shall be made each Plan Year by the Administrator.

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

         (a)      "KEY EMPLOYEE": "Key Employee" shall mean any Employee or
                  former Employee (and the Beneficiaries of such Employee) who,
                  at any time during the determination period, was (1) an
                  officer of the Employer earning compensation (as defined in
                  Section 416(i) of the Code) in excess of fifty percent (50%)
                  of the dollar limitation under Section 415(b)(1)(A) of the
                  Code, (2) an owner (or considered an owner under Section 318
                  of the Code) of both more than a one-half percent (1/2%)
                  interest in the Employer and one of the ten (10) largest
                  interests in the Employer if such individual's compensation
                  exceeds the dollar limitation under Section 415(c)(1)(A) of
                  the Code, (3) a five percent (5%) owner of the Employer, or
                  (4) a one percent (1%) owner of the Employer who has an annual
                  compensation of more than $150,000. For purposes of this
                  Section, annual compensation shall mean compensation as
                  defined in Code Section 415(c)(3), but including amounts
                  contributed by the Employer pursuant to a salary reduction
                  agreement which are excludable from the Employee's income
                  under Code Sections 125, 402(g), 402(h) or 403(b), and
                  effective for limitation years beginning on and after and
                  effective January 1, 2001, Code Section 132(f). The
                  determination period of the Plan is the Plan Year containing
                  the "determination date" as defined in Section 13.2(c)(4) and
                  the four (4) preceding Plan Years.

                  The determination of who is a Key Employee (including the
                  terms "5% owner" and "1% owner") shall be made in accordance
                  with Section 416(i)(1) of the Code and the regulations
                  thereunder.

         (b)      "SUPER TOP-HEAVY PLAN": The Plan shall constitute a "Super
                  Top-Heavy Plan" if it meets the test for status as a Top-Heavy
                  Plan, where "90%" is substituted for "60%" at each place in
                  Section 13.2(c).

         (c)      "TOP-HEAVY PLAN":

                  (1)      The Plan shall constitute a "Top-Heavy Plan" if any
                           of the following conditions exist:

                           (A)      The top-heavy ratio for the Plan exceeds
                                    sixty percent (60%) and the Plan is not part
                                    of any required aggregation group or
                                    permissive aggregation group of plans; or


                                       52
<PAGE>

                           (B)      The Plan is part of a required aggregation
                                    group of plans (but is not part of a
                                    permissive aggregation group) and the
                                    top-heavy ratio for the group of plans
                                    exceeds sixty percent (60%); or

                           (C)      The Plan is a part of a required aggregation
                                    group of plans and part of a permissive
                                    aggregation group and the top-heavy ratio
                                    for the permissive aggregation group exceeds
                                    sixty percent (60%).

                  (2)      If the Employer maintains one (1) or more defined
                           contribution plans (including any simplified employee
                           pension plan funded with individual retirement
                           accounts or annuities) and the Employer maintains or
                           has maintained one (1) or more defined benefit plans
                           which have covered or could cover a Participant in
                           this Plan, the top-heavy ratio is a fraction, the
                           numerator of which is the sum of account balances
                           under the defined contribution plans for all Key
                           Employees and the actuarial equivalents of accrued
                           benefits under the defined benefit plans for all Key
                           Employees, and the denominator of which is the sum of
                           the account balances under the defined contribution
                           plans for all Participants and the actuarial
                           equivalents of accrued benefits under the defined
                           benefit plans for all Participants. Both the
                           numerator and denominator of the top-heavy ratio
                           shall include any distribution of an account balance
                           or an accrued benefit made in the five (5)-year
                           period ending on the determination date and any
                           contribution due to a defined contribution pension
                           plan but unpaid as of the determination date. In
                           determining the accrued benefit of a non-Key Employee
                           who is participating in a plan that is part of a
                           required aggregation group, the method of determining
                           such benefit shall be either (i) in accordance with
                           the method, if any, that uniformly applies for
                           accrual purposes under all plans maintained by the
                           Employer or any member of the Employer's related
                           group (within the meaning of Section 2.5(b)), or (ii)
                           if there is no such method, as if such benefit
                           accrued not more rapidly than the slowest accrual
                           rate permitted under the fractional accrual rate of
                           Code Section 411(b)(1)(C).

                  (3)      For purposes of (1) and (2) above, the value of
                           account balances and the actuarial equivalents 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. The account balances and accrued
                           benefits of a Participant who is not a Key Employee
                           but who was a Key Employee in a prior year shall be
                           disregarded. The accrued benefits and account
                           balances of Participants who have performed no Hours
                           of Service with any Employer maintaining the plan for
                           the five (5)-year period ending on the determination
                           date shall be disregarded. The calculations of the
                           top-heavy ratio, and the extent to which
                           distributions, rollovers, and transfers are taken
                           into account shall be made under Section 416 of the
                           Code and regulations issued thereunder. Deductible
                           Employee contributions shall not be taken into
                           account for purposes of computing the top-heavy
                           ratio. 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.


                                       53
<PAGE>

                  (4)      Definition of terms for Top-Heavy status:

                           (A)      "TOP-HEAVY RATIO" shall mean the following:

                                    (1)     If the Employer maintains one or
                                            more defined contribution plans
                                            (including any simplified employee
                                            pension plan funded with individual
                                            retirement accounts or annuities)
                                            and the Employer has never
                                            maintained any defined benefit plans
                                            which have covered or could cover a
                                            Participant in this Plan, the
                                            top-heavy ratio is a fraction, the
                                            numerator of which is the sum of the
                                            account balances of all Key
                                            Employees as of the determination
                                            date (including any part of any
                                            account balance distributed in the
                                            five (5)-year period ending on the
                                            determination date), and the
                                            denominator of which is the sum of
                                            the account balances (including any
                                            part of any account balance
                                            distributed in the five (5)-year
                                            period ending on the determination
                                            date) of all Participants as of the
                                            determination date. Both the
                                            numerator and the denominator shall
                                            be increased by any contributions
                                            due but unpaid to a defined
                                            contribution pension plan as of the
                                            determination date.

                           (B)      "PERMISSIVE AGGREGATION GROUP" shall mean
                                    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 Sections
                                    401(a)(4) and 410 of the Code.

                           (C)      "REQUIRED AGGREGATION GROUP" shall mean (i)
                                    each qualified plan of the Employer
                                    (including any terminated plan) in which at
                                    least one Key Employee participates, and
                                    (ii) any other qualified plan of the
                                    Employer which enables a plan described in
                                    (i) to meet the requirements of Section
                                    401(a)(4) or 410 of the Code.

                           (D)      "DETERMINATION DATE" shall mean, for any
                                    Plan Year subsequent to the first Plan Year,
                                    the last day of the preceding Plan Year. For
                                    the first Plan Year of the Plan,
                                    "determination date" shall mean the last day
                                    of that Plan Year.

                           (E)      "VALUATION DATE" shall mean the last day of
                                    the Plan Year.

                           (F)      Actuarial equivalence shall be based on the
                                    interest and mortality rates utilized to
                                    determine actuarial equivalence when
                                    benefits are paid from any defined benefit
                                    plan. If no rates are specified in said
                                    plan, the following shall be utilized: pre-
                                    and post-retirement interest -- five percent
                                    (5%); post-retirement mortality based on the
                                    Unisex Pension (1984) Table as used by the
                                    Pension Benefit Guaranty Corporation on the
                                    date of execution hereof.


                                       54
<PAGE>

13.3     ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES FOR A TOP-HEAVY
         PLAN YEAR.

         (a)      Except as otherwise provided below, in any Plan Year in which
                  the Plan is a Top-Heavy Plan, the Employer contributions and
                  forfeitures allocated on behalf of any Participant who is a
                  non-Key Employee shall not be less than the lesser of three
                  percent (3%) of such Participant's compensation (as defined in
                  Section 11.1(b)(2) and as limited by Section 401(a)(17) of the
                  Code) or the largest percentage of Employer contributions and,
                  elective deferrals, and forfeitures as a percentage of the Key
                  Employee's compensation (as defined in Section 11.1(b)(2) and
                  as limited by Section 401(a)(17) of the Code), allocated on
                  behalf of any Key Employee for that Plan Year. This minimum
                  allocation shall be made even though, under other Plan
                  provisions, the Participant would not otherwise be entitled to
                  receive an allocation or would have received a lesser
                  allocation for the Plan Year because of insufficient Employer
                  contributions under Section 4.2, the Participant's failure to
                  complete one thousand (1,000) Hours of Service or the
                  Participant's failure to make elective deferrals under Section
                  4.1.

         (b)      The minimum allocation under this Section shall not apply to
                  any Participant who was not employed by the Employer on the
                  last day of the Plan Year.

         (c)      Neither elective deferrals nor Employer matching contributions
                  may be taken into account for the purpose of satisfying the
                  minimum allocation.

         (d)      For purposes of the Plan, a non-Key Employee shall be any
                  Employee or Beneficiary of such Employee, any former Employee,
                  or Beneficiary of such former Employee, who is not or was not
                  a Key Employee during the Plan Year ending on the
                  determination date, nor during the four (4) preceding Plan
                  Years.

         (e)      If no defined benefit plan has ever been part of a permissive
                  or required aggregation group of plans of the Employer, the
                  contributions and forfeitures under this step shall be offset
                  by any allocation of contributions and forfeitures under any
                  other defined contribution plan of the Employer with a Plan
                  Year ending in the same calendar year as this Plan's Valuation
                  Date.

         (f)      There shall be no duplication of the minimum benefits required
                  under Code Section 416. Benefits shall be provided under
                  defined contribution plans before under defined benefit plans.
                  If a defined benefit plan (active or terminated) is part of
                  the permissive or required aggregation group of plans, the
                  allocation method of subparagraph (a) above shall apply,
                  except that "3%" shall be increased to "5%."

         (g)      There shall be no duplication of the minimum benefits required
                  under Code Section 416. Benefits shall be provided under
                  defined contribution plans before defined benefit plans. If a
                  defined benefit plan (active or terminated) is part of the
                  permissive or required aggregation group of plans, and if any
                  Participant in the Plan would have his benefits limited due to
                  the application of the Code limitation rule in Section 11.1 in
                  a Plan Year in which the Plan is a Top-Heavy Plan but not a
                  Super Top-Heavy Plan, the allocation


                                       55
<PAGE>

                  method of subparagraph (f) above shall apply, except that "5%"
                  shall be increased to "7.5%." In the event any Participant in
                  the Plan would have his benefits limited due to the
                  application of the special Code limitation rule in Section
                  11.1 in a Plan Year in which the Plan is a Top-Heavy Plan but
                  not a Super Top-Heavy Plan and the Participant is covered only
                  by a defined contribution plan, the allocation method of
                  subparagraph (a) shall apply, except that "3%" shall be
                  increased to "4%".

                  The preceding paragraph shall not apply for Plan Years
                  beginning after December 31, 1999.

13.4     VESTING. The provisions contained in Section 6.1 relating to vesting
         shall continue to apply in any Plan Year in which the Plan is a
         Top-Heavy Plan, and apply to all benefits within the meaning of Section
         411(a)(7) of the Code except those attributable to Employee
         contributions and elective deferrals under Section 4.1, including
         benefits accrued before the effective date of Section 416 and benefits
         accrued before the Plan became a Top-Heavy Plan. Further, no reduction
         in vested benefits may occur in the event the Plan's status as a
         Top-Heavy Plan changes for any Plan Year and the vesting schedule is
         amended. In addition, if a Plan's status changes from a Top-Heavy Plan
         to that of a non-Top-Heavy Plan, a Participant with three (3) Years of
         Service for vesting purposes shall continue to have his vested rights
         determined under the schedule which he selects, in the event the
         vesting schedule is subsequently amended.

         Payment of a Participant's vested Account balance under this Section
         shall be made in accordance with the provisions of Article Seven.


                                       56
<PAGE>

                   ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS

14.1     PLAN DOES NOT AFFECT EMPLOYMENT. Neither the creation of this Plan, any
         amendment thereto, the creation of any fund nor the payment of benefits
         hereunder shall be construed as giving any legal or equitable right to
         any Employee or Participant against the Employer, its officers or
         Employees, or against the Trustee. All liabilities under this Plan
         shall be satisfied, if at all, only out of the Trust Fund held by the
         Trustee. Participation in the Plan shall not give any Participant any
         right to be retained in the employ of the Employer, and the Employer
         hereby expressly retains the right to hire and discharge any Employee
         at any time with or without cause, as if the Plan had not been adopted,
         and any such discharged Participant shall have only such rights or
         interests in the Trust Fund as may be specified herein.

14.2     SUCCESSOR TO THE EMPLOYER. In the event of the merger, consolidation,
         reorganization or sale of assets of the Employer, under circumstances
         in which a successor person, firm, or corporation shall carry on all or
         a substantial part of the business of the Employer, and such successor
         shall employ a substantial number of Employees of the Employer and
         shall elect to carry on the provisions of the Plan, such successor
         shall be substituted for the Employer under the terms and provisions of
         the Plan upon the filing in writing with the Trustee of its election to
         do so.

14.3     REPAYMENTS TO THE EMPLOYER. Notwithstanding any provisions of this Plan
         to the contrary:

         (a)      Any monies or other Plan assets attributable to any
                  contribution made to this Plan by the Employer because of a
                  mistake of fact shall be returned to the Employer within one
                  (1) year after the date of contribution.

         (c)      Any monies or other Plan assets attributable to any
                  contribution made to this Plan by the Employer shall be
                  refunded to the Employer, to the extent such contribution is
                  predicated on the deductibility thereof under the Code and the
                  income tax deduction for such contribution is disallowed. Such
                  amount shall be refunded within one (1) taxable year after the
                  date of such disallowance or within one (1) year of the
                  resolution of any judicial or administrative process with
                  respect to the disallowance. All Employer contributions
                  hereunder are expressly contributed based upon such
                  contributions' deductibility under the Code.

14.4     BENEFITS NOT ASSIGNABLE. Except as provided in Section 414(p) of the
         Code with respect to "qualified domestic relations orders," or except
         as provided in Section 401(a)(13)(C) of the Code with respect to
         certain judgments and settlements, the rights of any Participant or his
         Beneficiary to any benefit or payment hereunder shall not be subject to
         voluntary or involuntary alienation or assignment.


                                       57
<PAGE>

         With respect to any "qualified domestic relations order" relating to
         the Plan, the Plan shall permit distribution to an alternate payee
         under such order at any time, irrespective of whether the Participant
         has attained his "earliest retirement age" (within the meaning of
         Section 414(p)(4)(B) of the Code) under the Plan. A distribution to an
         alternate payee prior to the Participant's attainment of his earliest
         retirement age shall, however, be available only if the order specifies
         distribution at that time or permits an agreement between the Plan and
         the alternate payee to authorize an earlier distribution. Nothing in
         this paragraph shall, however, give a Participant a right to receive
         distribution at a time otherwise not permitted under the Plan nor does
         it permit the alternate payee to receive a form of payment not
         otherwise permitted under the Plan or under said Section 414(p) of the
         Code.

14.5     MERGER OF PLANS. In the case of any merger or consolidation of this
         Plan with, or transfer of the assets or liabilities of the Plan to, any
         other plan, the terms of such merger, consolidation or transfer shall
         be such that each Participant would receive (in the event of
         termination of this Plan or its successor immediately thereafter) a
         benefit which is no less than what the Participant would have received
         in the event of termination of this Plan immediately before such
         merger, consolidation or transfer.

14.6     INVESTMENT EXPERIENCE NOT A FORFEITURE. The decrease in value of any
         Account due to adverse investment experience shall not be considered an
         impermissible "forfeiture" of any vested balance.

14.7     CONSTRUCTION. Wherever appropriate, the use of the masculine gender
         shall be extended to include the feminine and/or neuter or vice versa;
         and the singular form of words shall be extended to include the plural;
         and the plural shall be restricted to mean the singular.

14.8     GOVERNING DOCUMENTS. A Participant's rights shall be determined under
         the terms of the Plan as in effect at the Participant's date of
         separation from Service.

14.9     GOVERNING LAW. The provisions of this Plan shall be construed under the
         laws of the state of the situs of the Trust, except to the extent such
         laws are preempted by Federal law.

14.10    HEADINGS. The Article headings and Section numbers are included solely
         for ease of reference. If there is any conflict between such headings
         or numbers and the text of the Plan, the text shall control.

14.11    COUNTERPARTS. This Plan may be executed in any number of counterparts,
         each of which shall be deemed an original; said counterparts shall
         constitute but one and the same instrument, which may be sufficiently
         evidenced by any one counterpart.


                                       58
<PAGE>

14.12    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN. In the event that all
         or any portion of the distribution payable to a Participant or to a
         Participant's Beneficiary hereunder shall, at the expiration of five
         (5) years after it shall become payable, remain unpaid solely by reason
         of the inability of the Administrator to ascertain the whereabouts of
         such Participant or Beneficiary, after sending a registered letter,
         return receipt requested, to the last known address, and after further
         diligent effort, the amount so distributable shall be forfeited and
         used to pay Plan administrative expenses and/or used to reduce future
         Employer contributions reallocated in the same manner as a forfeiture
         under Section 6.2 pursuant to this Plan. In the event a Participant or
         Beneficiary is located subsequent to the forfeiture of his Account
         balance, such Account balance shall be restored.

14.13    DISTRIBUTION TO MINOR OR LEGALLY INCAPACITATED. In the event any
         benefit is payable to a minor or to a person deemed to be incompetent
         or to a person otherwise under legal disability, or who is by sole
         reason of advanced age, illness, or other physical or mental incapacity
         incapable of handling the disposition of his property, the
         Administrator, may direct the Trustee to apply all or any portion of
         such benefit directly to the care, comfort, maintenance, support,
         education or use of such person or to pay or distribute the whole or
         any part of such benefit to (a) the spouse of such person, (b) the
         parent of such person, (c) the guardian, committee, or other legal
         representative, wherever appointed, of such person, (d) the person with
         whom such person shall reside, (e) any other person having the care and
         control of such person, or (f) such person. The receipt of any such
         payment or distribution shall be a complete discharge of liability for
         Plan obligations.


             -------------------------------------------------------


IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Plan to be executed on the ________________ day of _________________,
200___.


                                         AMERICA SERVICE GROUP INC.



                                         By ____________________________________
                                              Authorized Officer


                                       59