Exhibit 4.4

                           FREQUENCY ELECTRONICS, INC.

                          EMPLOYEE STOCK OWNERSHIP PLAN

<PAGE>

                                TABLE OF CONTENTS

ARTICLE 1..................................................................-2-
DEFINITIONS................................................................-2-
      1.1   ADMINISTRATOR..................................................-2-
      1.2   ADOPTING EMPLOYER..............................................-2-
      1.3   AFFILIATED EMPLOYER............................................-3-
      1.4   AGE............................................................-3-
      1.5   ANNIVERSARY DATE...............................................-3-
      1.6   ANNUITY STARTING DATE..........................................-3-
      1.7   BENEFICIARY....................................................-3-
      1.8   BREAK IN SERVICE...............................................-4-
      1.9   CODE...........................................................-4-
      1.10  CODE ss.3401 COMPENSATION......................................-4-
      1.11  CODE ss.415 COMPENSATION.......................................-4-
      1.12  COMPANY STOCK..................................................-5-
      1.13  COMPANY STOCK ACCOUNT..........................................-5-
      1.14  COMPENSATION...................................................-5-
      1.15  CURRENT OBLIGATIONS............................................-5-
      1.16  DISABILITY.....................................................-5-
      1.17  EARLY RETIREMENT AGE...........................................-5-
      1.18  ELIGIBLE PARTICIPANT...........................................-5-
      1.19  EMPLOYEE.......................................................-6-
      1.20  EMPLOYER.......................................................-6-
      1.21  EXEMPT LOAN....................................................-6-
      1.22  FIDUCIARY......................................................-6-
      1.23  FISCAL YEAR....................................................-6-
      1.24  FORFEITURE.....................................................-6-
      1.25  FORM W-2 COMPENSATION..........................................-7-
      1.26  HCE............................................................-7-
      1.27  HIGHLY COMPENSATED EMPLOYEE....................................-7-
      1.28  HOUR OF SERVICE................................................-7-
      1.29  KEY EMPLOYEE...................................................-8-
      1.30  LEASED EMPLOYEE................................................-8-
      1.31  LIMITATION YEAR................................................-9-
      1.32  MATERNITY OR PATERNITY LEAVE...................................-9-
      1.33  NHCE...........................................................-9-
      1.34  NON-HIGHLY COMPENSATED EMPLOYEE................................-9-
      1.35  NON-KEY EMPLOYEE...............................................-9-
      1.36  NORMAL RETIREMENT AGE..........................................-9-
      1.37  NORMAL RETIREMENT DATE.........................................-9-
      1.38  OTHER INVESTMENTS ACCOUNT......................................-9-
      1.39  PARTICIPANT....................................................-9-
      1.40  PARTICIPANT'S ACCOUNT..........................................-9-
      1.41  PERMISSIVE AGGREGATION GROUP...................................-9-
      1.42  PLAN..........................................................-10-
      1.43  PLAN YEAR.....................................................-10-
      1.44  POLICY........................................................-10-
      1.45  QUALIFIED ELECTION PERIOD.....................................-10-
      1.46  QUALIFIED PARTICIPANT.........................................-10-
      1.47  REQUIRED AGGREGATION GROUP....................................-10-
      1.48  REQUIRED BEGINNING DATE.......................................-10-
      1.49  ROLLOVER ACCOUNT..............................................-10-
      1.50  ROLLOVER CONTRIBUTION.........................................-10-
      1.51  SHAREHOLDER-EMPLOYEE..........................................-10-
      1.53  SPOUSE........................................................-10-
      1.55  TERMINATED PARTICIPANT........................................-11-
      1.56  TOP HEAVY.....................................................-11-
      1.57  TOP HEAVY MINIMUM ALLOCATION..................................-11-
      1.59  TRUSTEE.......................................................-12-
      1.60  TRUST FUND....................................................-12-
      1.61  UNALLOCATED COMPANY STOCK ACCOUNT.............................-12-
      1.62  VALUATION DATE................................................-12-
      1.63  VESTED AGGREGATE ACCOUNT......................................-12-
      1.64  VESTED, VESTED INTEREST and VESTING...........................-12-
      1.65  YEAR OF SERVICE...............................................-12-

<PAGE>

ARTICLE 2.................................................................-15-
PLAN PARTICIPATION........................................................-15-
      2.1   ELIGIBILITY REQUIREMENTS......................................-15-
      2.2   ENTRY DATE....................................................-15-
      2.3   WAIVER OF PARTICIPATION.......................................-15-
      2.4   REEMPLOYMENT..................................................-16-
      2.6   INCLUSION OF INELIGIBLE EMPLOYEE..............................-16-

ARTICLE 3.................................................................-17-
CONTRIBUTIONS AND ALLOCATIONS.............................................-17-
      3.1   EMPLOYER CONTRIBUTIONS........................................-17-
      3.2   ALLOCATION OF EMPLOYER CONTRIBUTIONS..........................-18-
      3.3   COMPANY STOCK ACCOUNT.........................................-18-
      3.4   ALLOCATION OF EARNINGS AND LOSSES.............................-20-
      3.5   ALLOCATION OF FORFEITURES.....................................-21-
      3.6   TOP HEAVY MINIMUM ALLOCATION..................................-21-
      3.7   FAILSAFE ALLOCATION...........................................-21-
      3.8   ROLLOVERS.....................................................-22-

ARTICLE 4.................................................................-23-
PLAN BENEFITS.............................................................-23-
      4.1   BENEFIT UPON NORMAL OR EARLY RETIREMENT.......................-23-
      4.2   BENEFIT UPON LATE RETIREMENT..................................-23-
      4.3   BENEFIT UPON DEATH............................................-23-
      4.4   BENEFIT UPON DISABILITY.......................................-23-
      4.5   BENEFIT UPON TERMINATION......................................-23-
      4.6   DETERMINATION OF VESTED INTEREST..............................-23-

ARTICLE 5.................................................................-26-
DISTRIBUTION OF BENEFITS..................................................-26-
      5.1   BENEFIT UPON RETIREMENT.......................................-26-
      5.2   BENEFIT UPON DEATH............................................-26-
      5.3   DISABILITY BENEFITS...........................................-28-
      5.4   BENEFIT UPON TERMINATION......................................-28-
      5.5   CASH-OUT OF BENEFITS..........................................-29-
      5.6   RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS.......................-30-
      5.7   RESTORATION OF FORFEITED ACCOUNT BALANCE......................-31-
      5.8   SPOUSAL CONSENT REQUIREMENTS..................................-32-
      5.9   APPLICATION OF CODE SECTION 40 1(a)(9)........................-32-
      5.10  STATUTORY COMMENCEMENT OF BENEFITS............................-32-
      5.11  DISTRIBUTION IN EVENT OF LEGAL INCAPACITY.....................-32-
      5.12  MISSING PARTICIPANTS..........................................-32-
      5.13  DIRECT ROLLOVERS..............................................-33-
      5.14  FORM OF DISTRIBUTION..........................................-34-
      5.15  CASH DIVIDENDS ON COMPANY STOCK...............................-35-
      5.16  RIGHT OF FIRST REFUSAL........................................-35-
      5.17  PUT OPTION....................................................-36-
      5.18  NON-TERMINABLE RIGHTS AND PROTECTIONS.........................-37-
      5.19  PRE-RETIREMENT DISTRIBUTIONS..................................-37-
      5.21  SPECIAL DISTRIBUTION RULE FOR S-CORPORATIONS..................-37-

ARTICLE 6.................................................................-39-
CODE SECTION 415 LIMITATIONS..............................................-39-
      6.1   MAXIMUM ANNUAL ADDITION.......................................-39-
      6.2   ADJUSTMENTS TO MAXIMUM ANNUAL ADDITION........................-39-
      6.3   MULTIPLE PLANS AND MULTIPLE EMPLOYERS.........................-40-
      6.4   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS.....................-40-
      6.5   MULTIPLE PLAN REDUCTION.......................................-41-

ARTICLE 7.................................................................-43-
DUTIES OF THE TRUSTEE.....................................................-43-
      7.1   APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION..............-43-
      7.2   INVESTMENT ALTERNATIVES OF THE TRUSTEE........................-43-
      7.3   VALUATION OF THE TRUST........................................-45-
      7.4   COMPENSATION AND EXPENSES.....................................-46-
      7.5   PAYMENTS FROM THE TRUST FUND..................................-46-
<PAGE>

      7.6   PAYMENT OF TAXES..............................................-46-
      7.7   ACCOUNTS, RECORDS AND REPORTS.................................-46-
      7.8   EMPLOYMENT OF AGENTS AND COUNSEL..............................-46-
      7.9   DIVISION OF DUTIES AND INDEMNIFICATION........................-47-
      7.10  INVESTMENT MANAGER............................................-48-
      7.11  ASSIGNMENT AND ALIENATION OF BENEFITS.........................-48-
      7.12  EXCLUSIVE BENEFIT RULE........................................-48-
      7.13  PURCHASE OF INSURANCE.........................................-48-
      7.14  LOANS TO PARTICIPANTS.........................................-48-
      7.15  DIRECTED INVESTMENT ACCOUNTS..................................-48-
      7.16  VOTING COMPANY STOCK..........................................-50-
      7.17  APPLICATION OF CASH...........................................-50-
      7.18  RESTRICTIONS ON COMPANY STOCK TRANSACTIONS....................-51-
      7.19  EXEMPT LOANS..................................................-51-
      7.20  DIVERSIFICATION RIGHTS OF QUALIFIED PARTICIPANTS..............-51-

ARTICLE 8.................................................................-53-
DUTIES OF THE ADMINISTRATOR...............................................-53-
      8.1   APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION..............-53-
      8.2   GENERAL POWERS AND DUTIES.....................................-53-
      8.3   APPOINTMENT OF ADMINISTRATIVE COMMITTEE.......................-53-
      8.4   FINALITY OF ADMINISTRATIVE DECISIONS..........................-53-
      8.5   MULTIPLE ADMINISTRATORS.......................................-53-
      8.6   COMPENSATION AND EXPENSES.....................................-53-
      8.7   APPOINTMENT OF AGENTS AND COUNSEL.............................-54-
      8.8   CORRECTING ADMINISTRATIVE ERRORS..............................-54-
      8.9   PROMULGATING NOTICES AND PROCEDURES...........................-54-
      8.10  CLAIMS PROCEDURES.............................................-54-
      8.11  QUALIFIED DOMESTIC RELATIONS ORDERS...........................-56-

ARTICLE 9.................................................................-58-
AMENDMENT, TERMINATION AND MERGER.........................................-58-
      9.2   TERMINATION OF PLAN BY SPONSOR................................-58-
      9.3   TERMINATION OF PARTICIPATION BY ADOPTING EMPLOYER.............-59-
      9.4   MERGER OR CONSOLIDATION.......................................-59-

ARTICLE 10................................................................-60-
MISCELLANEOUS PROVISIONS..................................................-60-
      10.1  NO CONTRACT OF EMPLOYMENT.....................................-60-
      10.2  TITLE TO ASSETS...............................................-60-
      10.3  QUALIFIED MILITARY SERVICE....................................-60-
      10.4  FIDUCIARIES AND BONDING.......................................-60-
      10.5  SEVERABILITY OF PROVISIONS....................................-60-
      10.6  GENDER AND NUMBER.............................................-60-
      10.8  LEGAL ACTION..................................................-60-
      10.9  QUALIFIED PLAN STATUS.........................................-60-
      10.10 MAILING OF NOTICES TO ADMINISTRATOR, EMPLOYER OR TRUSTEE......-61-
      10.11 NO DUPLICATION OF BENEFITS....................................-61-
      10.12 PARTICIPANT NOTICES AND WAIVERS OF NOTICES....................-61-
      10.13 EVIDENCE FURNISHED CONCLUSIVE.................................-61-
      10.14 RELEASE OF CLAIMS.............................................-61-
      10.15 MULTIPLE COPIES OF PLAN AND/OR TRUST..........................-61-
      10.16 LIMITATION OF LIABILITY AND INDEMNIFICATION...................-61-

<PAGE>

                           FREQUENCY ELECTRONICS, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN

           THIS AGREEMENT is made and entered into as of this 21st day of
February, 2002, between FREQUENCY ELECTRONICS, INC. (hereafter referred to as
the "Sponsor) and MARVIN MEIRS, MARKUS HECHLER and ROBERT KLOMP (hereafter
referred to as the "Trustee").

                              W I T N E S S E T H:

           WHEREAS, the Sponsor originally established an employee stock
ownership plan (hereafter called the Plan), effective January 1, 1965, that is
designed to invest primarily in employer securities as provided in Code
ss.4975(e)(7) in order to provide retirement and other incidental benefits to
Employees who are eligible to participate in the plan;

           WHEREAS, the Sponsor believes that continued contributions to the
Plan will help to strengthen the bonds of loyalty and mutual understanding that
have existed between the Sponsor and its employees, thereby making possible the
continued growth of its business; and

           WHEREAS, in accordance with the terms of the Plan, the Sponsor has
the ability at any time, and from time to time, to amend the Plan;

           NOW, THEREFORE, effective January 1, 2001 (except for those sections
of the Plan that have a different effective date), the Sponsor hereby amends and
restates the Plan to comply with the requirements of the Employee Retirement
Income Security Act of 1974, and with the requirements of the Internal Revenue
Code of 1986, as amended by the Uruguay Round Agreements Act, the Small Business
Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the Uniformed
Services Employment and Reemployment Rights Act of 1994, the Internal Revenue
Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief
Act of 2000, and all applicable rulings and regulations issued thereunder, and
the Trustee accepts the Plan under the following terms and conditions:

                                       1
<PAGE>

                                    ARTICLE 1
                                   DEFINITIONS

1.1   ADMINISTRATOR: The term Administrator means the Sponsor unless another
      Administrator is appointed by the Sponsor.

1.2   ADOPTING EMPLOYER: The term Adopting Employer means any entity which
      adopts this Plan with the consent of the Sponsor. An Employee's transfer
      to or from any Employer or Adopting Employer will not affect his or her
      Participant's Account balance, total Years of Service (or Periods of
      Service) and total Years of Service as a Participant (or Periods of
      Service as a Participant). All Adopting Employers will be subject to the
      following provisions:

      (a)   Multiple Employer Plan Provisions Under Code ss.413(c):
            Notwithstanding any other provision in the Plan to the contrary,
            unless the Plan is a collectively bargained plan described in
            Regulation ss.1.413-1(a), the following provisions will apply with
            respect to any Adopting Employer that is not an Affiliated Employer
            of the Sponsor:

            (1)   Instances Of Separate Employer Testing: Employees of any such
                  Adopting Employer will be treated separately for purposes of
                  testing under the provisions of Code ss.401(a)(4), Code
                  ss.401(k), Code ss.401(m) and, if the Sponsor and the Adopting
                  Employer do not share Employees, Code ss.416. Furthermore, the
                  terms of Code ss.410(b) will be applied separately on an
                  employer-by-employer basis by the Sponsor (and the Adopting
                  Employers which are part of the Affiliated Group which
                  includes the Sponsor) and each Adopting Employer that is not
                  an Affiliated Employer of the Sponsor, taking into account the
                  generally applicable rules described in Code ss.401(a)(5),
                  ss.414(b) and ss.414(c).

            (2)   Instances Of Single Employer Testing: Employees of the
                  Adopting Employer will be treated as part of a single employer
                  plan for purposes of eligibility to participate under Article
                  2 and under the provisions of Code ss.410(a). Furthermore, the
                  terms of Code ss.411 relating to Vesting will be applied as if
                  all Employees of all such Adopting Employers and the Sponsor
                  were employed by a single employer, except that the rules
                  regarding Breaks in Service will be applied under such
                  regulations as may be prescribed by the Secretary of Labor.

            (3)   Common Trust: Contributions made by any such Adopting Employer
                  will be held in a common Trust Fund with contributions made by
                  the Sponsor, and all such contributions will be available to
                  pay the benefits of any Participant who is an Employee of the
                  Sponsor or any such Adopting Employer.

            (4)   Common Disqualification Provision: The failure of either the
                  Sponsor or any such Adopting Employer to satisfy the
                  qualification requirements under the provisions of Code
                  ss.401(a), as modified by Code ss.413(c), will result in the
                  disqualification of the Plan for all such Employers
                  maintaining the Plan.

      (b)   Termination Of Adoption: An Adopting Employer may terminate
            participation in the Plan by delivering written notice to the
            Sponsor, the Administrator and the Trustee; but in accordance with
            Article 9, only the Sponsor can terminate the Plan. If a request for
            and approval of a transfer of assets from this Plan to any successor
            qualified retirement plan maintained by the Adopting Employer or its
            successor is not made in accordance with Section

                                       2
<PAGE>

            9.2, Participants who are no longer Employees because the Adopting
            Employer terminates its Plan participation will only be entitled to
            the commencement of their benefits (a) in the case of Participants
            who are no longer Employees of an Adopting Employer that is an
            Affiliated Employer of the Sponsor, in accordance with Article 5
            after their death, retirement, Disability or Termination of
            Employment from the Adopting Employer or former Adopting Employer;
            and (b) in the case of Participants who are no longer Employees of
            an Adopting Employer that is not an Affiliated Employer of the
            Sponsor, within a reasonable time thereafter as if the Plan had been
            terminated under Section 9.2.

1.3   AFFILIATED EMPLOYER: The term Affiliated Employer means any of the
      following of which the Employer is a part: (1) a controlled group of
      corporations as defined in Code ss.414(b); (2) a trade or business
      (whether or not incorporated) under common control under Code ss.414(c);
      (3) any organization (whether or not incorporated) which is a member of an
      affiliated service group under Code ss.414(m); and (4) any other entity
      required to be aggregated under Code ss.414(o).

1.4   AGE: The term Age means actual attained age.

1.5   ANNIVERSARY DATE: The term Anniversary Date means December 31st.

1.6   ANNUITY STARTING DATE: The term Annuity Starting Date means the first day
      of the first period for which an amount is paid as an annuity, or, in the
      case of a benefit not payable as an annuity, the first day all events have
      occurred which entitle the Participant to such benefit. The first day of
      the first period for which a benefit is to be received by reason of
      Disability will be treated as the Annuity Starting Date only if such
      benefit is not an auxiliary benefit.

1.7   BENEFICIARY: The term Beneficiary means the recipient designated by the
      Participant to receive the Plan benefits payable upon the death of the
      Participant, or the recipient designated by a Beneficiary to receive any
      benefits which may be payable in the event of the Beneficiary's death
      prior to receiving the entire death benefit to which the Beneficiary is
      entitled. All such Beneficiary designations will be made in accordance
      with the following provisions:

      (a)   Beneficiary Designations By A Participant: Subject to Section 5.8
            regarding the rights of a Participant's Spouse, each Participant may
            designate a Beneficiary on a form supplied by the Administrator, and
            may change or revoke that designation by filing written notice with
            the Administrator. If a Participant completes or has completed a
            Beneficiary designation form in which the Participant designates his
            or her Spouse as the Beneficiary, and the Participant and the
            Participant's Spouse are legally divorced subsequent to the date of
            such designation, then the designation of such Spouse as a
            Beneficiary hereunder will be deemed null and void unless the
            Participant, subsequent to the legal divorce, reaffirms the
            designation by completing a new Beneficiary designation form. In the
            absence of a written Beneficiary designation form, the Participant
            will be deemed to have designated the following Beneficiaries in the
            following order: (1) the Participant's Spouse, if then living; (2)
            the Participant's issue, per stirpes; and (3) the Participant's
            estate.

      (b)   Beneficiary Designations By A Beneficiary: In the absence of a
            Beneficiary designation or other directive from the deceased
            Participant to the contrary, any Beneficiary may name his or her own
            Beneficiary in accordance with Section 5.2(e) to receive any
            benefits which may be payable in the event of the Beneficiary's
            death prior to the receipt of all the Participant's death benefits
            to which the Beneficiary was entitled.

                                       3
<PAGE>

      (c)   Beneficiaries Considered Contingent Until Death Of Participant:
            Notwithstanding any provision in this Section, any Beneficiary named
            hereunder will be considered a contingent Beneficiary until the
            death of the Participant (or Beneficiary, as the case may be), and
            until such time will have no rights granted to Beneficiaries under
            the Plan.

1.8   BREAK IN SERVICE: The term Break in Service means a Plan Year during which
      an Employee does not complete more than 500 Hours of Service for reasons
      other than an authorized leave of absence, which is any period in which an
      Employee ceases active employment because of illness, military service, or
      any other reason approved by the Employer. If a Plan Year is less than 12
      months, the 500 Hours of Service requirement will be proportionately
      reduced.

1.9   CODE: The term Code means the Internal Revenue Code of 1986, as amended,
      and the regulations and rulings promulgated thereunder by the Internal
      Revenue Service.

1.10  CODE ss.3401 COMPENSATION: The term Code ss.3401 Compensation means wages
      within the meaning of Code ss.3401(a) that are actually paid or made
      available in gross income for the purposes of income tax withholding at
      the source but determined without regard to any rules under that limit the
      remuneration included in wages based on the nature or location of the
      employment or the services performed (such as the exception for
      agricultural labor in Code ss.3401(a)(2).

1.11  CODE ss.415 COMPENSATION: The term Code ss.415 Compensation means Earned
      Income, wages, salaries, fees for professional services and other amounts
      received (without regard to whether or not an amount is paid in cash) for
      personal services actually rendered by an Employee in the course of
      employment with the Employer maintaining the Plan, including, but not
      limited to, commissions paid to salespersons, compensation for services
      based on a percentage of profits, commissions on insurance premiums, tips,
      bonuses, fringe benefits, and reimbursements, or other expense allowances
      under a non-accountable plan as described in regulation ss.1.62-2(c). Code
      ss.415 Compensation will be determined subject to the following
      provisions:

      (a)   Amounts Excluded From Code ss.415 Compensation: Code ss.415
            Compensation does not include (1) Employer contributions to a plan
            of deferred compensation which are not includible in gross income
            for the taxable year in which contributed, or Employer contributions
            to a simplified employee pension plan to the extent such
            contributions are deductible by the Employee, or any distributions
            from a plan of deferred compensation; (2) amounts realized from a
            non-qualified 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; (3) amounts
            realized from the sale, exchange or other disposition of stock
            acquired under a qualified stock option; and (4) other amounts which
            receive special tax benefits, or contributions made by an Employer
            (whether or not under a salary reduction agreement) towards the
            purchase of an annuity described in Code ss.403(b) (whether or not
            the amounts are excludible from an Employee's gross income).

      (b)   Treatment Of Elective Deferrals And Certain Other Amounts: For
            Limitation Years beginning on or after January 1, 1998, Code ss.415
            Compensation will include any elective deferrals as defined in Code
            ss.402(g)(3), and any amounts contributed or deferred at the
            election of the Employee which were not includible in gross income
            by reason of Code ss.125 or ss.457. Code ss.415 Compensation will
            also include elective amounts that are not includible in the gross
            income of the Employee by reason of Code ss.132(f)(4) for Limitation
            Years beginning on or after January 1, 2001 (or if elected by the
            Administrator on a non-discriminatory basis, any earlier Limitation
            Year beginning on or after January 1, 1998).

                                       4
<PAGE>

1.12  COMPANY STOCK: The term Company Stock means common stock issued by the
      Employer which is voting common stock (or preferred stock convertible into
      voting common stock) and which qualifies under Code ss.409(l) as an
      Employer security.

1.13  COMPANY STOCK ACCOUNT: The term Company Stock Account means the account to
      which is credited a Participant's share of Company Stock contributed to or
      acquired by the Plan.

1.14  COMPENSATION: The term Compensation means wages within the meaning of Code
      ss.3401(a) and all other payments of compensation that are actually paid
      or made available in gross income during the Plan Year to an Employee by
      the Employer (in the course of the Employer's trade or business) for which
      the Employer is required to furnish the Employee a written statement (Form
      W-2) under Code ss.6041(d), ss.6051(a)(3) and ss.6052. Compensation must
      be determined without regard to any rules under Code ss.3401(a) that limit
      the remuneration included in wages based on the nature or location of the
      employment or the services performed (such as the exception for
      agricultural labor in Code ss.3401(a)(2). Compensation will also include
      amounts not currently includible in gross income by reason of Code ss.125,
      ss.402(e)(3), ss.402(h), or ss.403(b). However, Compensation used to
      determine Plan benefits will not include a Participant's Compensation in
      excess of $48,000.

1.15  CURRENT OBLIGATIONS: The term Current Obligations means obligations of the
      Trust Find arising from the extension of credit to the Trust Fund and
      which are payable in cash within one year from the date an Employer
      contribution is made to the Plan.

1.16  DISABILITY: The term Disability means a physical or mental condition
      arising after an Employee has become a Participant which totally and
      permanently prevents the Participant from performing his or her specified
      duties for the Employer. The determination as to whether a Participant has
      suffered a Disability will be made by a physician appointed by the
      Administrator. If a difference of opinion arises between the Participant
      and the Administrator as to whether the Participant has suffered a
      Disability, it will be settled by a majority decision of three physicians,
      one to be appointed by the Administrator, one to be appointed by the
      Participant, and the third to be appointed by the two physicians first
      appointed herein. However, notwithstanding the foregoing, the term
      Disability will not include any disability arising from (1) chronic or
      excessive use of intoxicants or other substances; (2) intentionally
      self-inflicted injury or sickness; (3) an unlawful act or enterprise by
      the Participant; or (4) military service where the Participant is eligible
      to receive a government sponsored military disability pension.

1.17  EARLY RETIREMENT AGE: The term Early Retirement Age means the first day of
      any month coinciding with or following the date a Participant reaches Age
      55 and completes 5 Years of Service.

1.18  ELIGIBLE PARTICIPANT: The term Eligible Participant means a Participant
      eligible to receive an allocation of Employer contributions allocable for
      a Plan Year. Any Participant who is an Employee on the last day of the
      Plan Year will be an Eligible Participant if he or she also completes at
      least 1,000 Hours of Service during the Plan Year. Any Participant who
      terminates employment with the Employer before the last day of the Plan
      Year will only be an Eligible Participant for that Plan Year in accordance
      with the following provisions:

      (a)   Retiring Participants: A Participant who terminates employment
            before the last day of the Plan Year because of retirement after
            Normal or Early Retirement Age will be an Eligible Participant if he
            or she completes at least 1,000 Hours of Service during that Plan
            Year.

      (b)   Deceased Participants: A Participant who terminates employment
            before the last day of the Plan Year because of death will be an
            Eligible Participant if he or she completes at least 1,000 Hours of
            Service during that Plan Year.

                                       5
<PAGE>

      (c)   Disabled Participants: A Participant who terminates employment
            before the last day of the Plan Year because of Disability will be
            an Eligible Participant if he or she completes at least 1,000 Hours
            of Service during that Plan Year.

      (d)   Terminated Participants: A Participant who terminates before the
            last day of the Plan Year for reasons other than retirement, death
            or Disability will be an Eligible Participant if he or she completes
            at least 1,000 Hours of Service during that Plan Year.

1.19  EMPLOYEE: The term Employee means (1) any person reported on the payroll
      records of the Employer as an employee who is deemed by the Employer to be
      a common law employee; (2) except for purposes of determining eligibility
      to participate in this Plan, any person reported on the payroll records of
      an Affiliated Employer of the Sponsor or an Adopting Employer as an
      employee who is deemed by the Affiliated Employer to be a common law
      employee, even if the Affiliated Employer is not an Adopting Employer; (3)
      any Self-Employed Individual who derives Earned Income from the Employer;
      (4) any Owner-Employee; and (5) any person who is considered a Leased
      Employee but who (i) is not covered by a plan described in Code
      ss.414(n)(5), or (ii) is covered by a plan described in Code ss.414(n)(5)
      but Leased Employees constitute more than 20% of the Employer's non-highly
      compensated workforce. The term Employee will not include any individual
      who is not reported on the payroll records of the Employer or an
      Affiliated Employer as a common law employee. If such person is later
      determined by the Sponsor or by a court or governmental agency to be an
      Employee or to have been an Employee, he or she will only be eligible for
      Plan participation prospectively and may participate in the Plan as of the
      next entry date in Section 2.2 following such determination and after the
      satisfaction of all other eligibility requirements.

1.20  EMPLOYER: The term Employer means the Sponsor, any Adopting Employer, and
      any direct predecessor business entity of the Sponsor or an Adopting
      Employer which was or would have been considered an Affiliated Employer of
      the Sponsor or an Adopting Employer. Where applicable, such as determining
      Hours of Service and Years of Service, the term Employer or Adopting
      Employer will also mean any business entity that was an Adopting Employer.
      As to any Employee, the term Employer at the time of reference means the
      employer of such Employee.

1.21  EXEMPT LOAN: The term Exempt Loan means a loan made to the Plan by a
      disqualified person or that is guaranteed by a disqualified person and
      which satisfies the requirements of income tax regulation ss.54.4975-7(b)
      and Department of Labor regulation ss.2550.408b-3.

1.22  FIDUCIARY: The term Fiduciary means any individual or entity which
      exercises any discretionary authority or control over the management of
      the Plan or over the disposition of the assets of the Plan; renders
      investment advice for a fee or other compensation (direct or indirect);
      has any discretionary authority or responsibility over Plan
      administration; or acts to carry out a fiduciary responsibility, when
      designated by a named Fiduciary pursuant to authority granted by the Plan;
      subject, however, to any exception granted directly or indirectly by the
      provisions of ERISA or any applicable regulations. The Employer is the
      "named Fiduciary" for purposes of ERISA ss.402(a)(2).

1.23  FISCAL YEAR: The term Fiscal Year means the Employer's accounting year
      beginning May 1st and ending April 30th.

1.24  FORFEITURE: The term Forfeiture means the amount by which a Participant's
      Account balance exceeds his or her Vested Interest upon the earlier to
      occur of (1) the date the Participant receives a distribution of his or
      her Vested Interest pursuant to Sections 5.4, 5.5, or 5.6; or (2) the date
      the Participant incurs 5 consecutive Breaks in Service after Termination
      of Employment. No Forfeitures

                                       6
<PAGE>

      will occur solely as a result of the withdrawal of a Participant's own
      contributions to the Plan, or a Participant's transfer to an Affiliated
      Employer or Adopting Employer. All Forfeitures will be allocated to the
      Forfeiture Account pending allocation pursuant to Section 3.5.

1.25  FORM W-2 COMPENSATION: The term Form W-2 Compensation means wages within
      the meaning of Code ss.3401(a) and all other payments of compensation
      actually paid or made available in gross income to an Employee by the
      Employer in the course of the Employer's trade or business for which the
      Employer is required to furnish the Employee a Form W-2 under Code
      ss.6041(d), ss.6051(a)(3) and ss.6052. Compensation must be determined
      without regard to any rules under Code ss.3401(a) limiting remuneration
      included in wages based on the nature or location of the employment or
      services performed (such as the exception for agricultural labor in Code
      ss.3401(a)(2).

1.26  HCE: The term HCE means a Highly Compensated Employee.

1.27  HIGHLY COMPENSATED EMPLOYEE: The term Highly Compensated Employee means,
      for Plan Years beginning after December 31, 1996, any Employee who during
      the Plan Year or during the look-back year was a 5% owner as defined in
      Code ss.416(i)(1), or who for the look-back year had Code ss.415
      Compensation in excess of $80,000 as adjusted in accordance with Code
      ss.415(d) (except that the base year will be the calendar quarter ending
      September 30, 1996). In determining who is a highly compensated former
      Employee, the rules for determining which Employees are Highly Compensated
      Employees for the Plan Year or look-back year for which the determination
      is being made (in accordance with temporary regulation ss.1.414(q)-1T, A-4
      and Notice 97-45) will be applied. In determining if an Employee is a
      Highly Compensated Employee for Plan Years beginning in 1997, the
      amendments to Code ss.414(q) are deemed to have been in effect for Plan
      Years beginning in 1996. If the Employer maintains more than one qualified
      retirement plan, the terms of this Section will be applied in a consistent
      manner in all such plans.

      (a)   Determination Of Look Back Year: The look-back year will be the 12
            month period immediately preceding the Plan Year for which the
            determination is being made, except that in determining if an
            Employee is a Highly Compensated Employee based on his or her Code
            ss.415 Compensation, the Administrator may elect for any Plan Year
            that the look-back year will be the calendar year beginning with or
            within the look-back year.

      (b)   Top Paid Group Election: In determining if an Employee is a Highly
            Compensated Employee based on Code ss.415 Compensation, the top paid
            group election set forth in Code ss.414(q)(3) is not being applied
            by the Plan.

1.28  HOUR OF SERVICE: The term Hour of Service means, and the number of an
      Employees's Hour of Service will be determined in accordance with, the
      following provisions:

      (a)   Determination Of Hours: The term Hour of Service means (1) each hour
            an Employee is paid, or entitled to payment, for the performance of
            duties for the Employer or an Affiliated Employer, which will be
            credited to the Employee for the computation period in which the
            duties are performed; (2) each hour for which an Employee is paid,
            or entitled to payment, by the Employer or an Affiliated 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,
            except that no more than 501 hours will be credited under this
            clause (2) for any single continuous period (whether or not such
            period occurs in a single computation period); and (3) each hour for
            which back pay, irrespective of mitigation of damages, is either
            awarded or agreed to by the Employer or an Affiliated Employer,
            except that the same hours will not be credited both under clause
            (1) or clause (2) and under this clause (3), and these

                                       7
<PAGE>

            hours will be credited for the computation period or periods to
            which the award or agreement pertains rather than the computation
            period in which the award, agreement or payment is made. Hours of
            Service will be calculated and credited pursuant to DOL regulation
            2530.200b-2(b) and (c), which are incorporated herein by reference.

      (b)   Maternity/Paternity Leave: In determining if a Break in Service for
            participation and vesting has occurred, an individual on Maternity
            or Paternity Leave will receive credit for up to 501 hours which
            would otherwise have been credited but for such absence, or in any
            case in which such hours cannot be determined, 8 hours per day of
            such absence. Hours credited for Maternity of Paternity Leave will
            be credited in the computation period in which the absence begins if
            the crediting is necessary to prevent a Break in Service in that
            period, or in all other cases, in the following computation period.

      (c)   Use Of Equivalencies: Notwithstanding paragraph (a), the
            Administrator may elect for all Employees or for one or more
            different classifications of Employees (provided such
            classifications are reasonable and are consistently applied) to
            apply one or more of the following equivalency methods in
            determining the Hours of Service of an Employee paid on an hourly or
            salaried basis. Under such equivalency methods, an Employee will be
            credited with either (1) 190 Hours of Service for each month in
            which he or she is paid or entitled to payment for at least one Hour
            of Service; or (2) 95 Hours of Service for each semi-monthly period
            in which he or she is paid or entitled to payment for at least one
            Hour of Service; or (3) 45 Hours of Service for each week in which
            he or she is paid or entitled to payment for at least one Hour of
            Service; or (4) 10 Hours of Service for each day in which he or she
            is paid or entitled to payment for at least one Hour of Service.

1.29  KEY EMPLOYEE: The term Key Employee means any Employee, Former Employee,
      deceased Employee, or Beneficiary who at any time during the Plan Year
      containing the Determination Date for the Plan Year in question or any of
      the prior 4 Plan Years was one of the following:

      (a)   Officers: An officer of the Employer whose Code ss.415 Compensation
            exceeds 50% of the amount in effect under Code ss.415(b)(1)(A),
            except that no more than fifty Employees (or, if lesser, the greater
            of three or 10% of the Employees) will be treated as officers.

      (b)   Owners: An owner (or was considered an owner under Code ss.318) of
            one of the ten largest interests in the Employer whose Code ss.415
            Compensation exceeds 100% of the dollar limitation in effect under
            Code ss.415(c)(1)(A), but if two Employees own the same interest in
            the Employer, the Employee with the greater annual Code ss.415
            Compensation will be treated as owning a larger interest; or a 5%
            owner of the Employer as defined in Code ss.416(i)(1)(B)(i); or a 1%
            owner of the Employer as defined in Code ss.416(i)(1)(B)(ii) whose
            annual Code ss.415 Compensation is more than $150,000.

1.30  LEASED EMPLOYEE: The term Leased Employee means, for Plan Years beginning
      on or after January 1, 1997, any person within the meaning of Code
      ss.414(n)(2) and ss.414(o) who is not reported on the payroll records of
      the Employer as a common law employee and who provides services to the
      Employer if (a) the services are provided under an agreement between the
      Employer and a leasing organization; (b) the person has performed services
      for the Employer or for the Employer and related persons as determined
      under Code ss.ss.414(n)(6) on a substantially full time basis for a period
      of at least one year; and (c) the services are performed under the primary
      direction and control of the Employer. Contributions or benefits provided
      to a Leased Employee by the leasing organization which are attributable to
      services performed for the Employer will be treated as provided by the
      Employer. A Leased Employee will not be considered an Employee of the
      recipient if such Employee is covered by a money purchase plan providing
      (a) a non-integrated Employer contribution rate of at least 10% of

                                       8
<PAGE>

      Code ss.415 Compensation, but including amounts contributed by the
      Employer pursuant to a salary reduction agreement which are excludible
      from the Employee's gross income under a cafeteria plan covered by Code
      ss.125, a cash or deferred plan under Code ss.401(k), a SEP under Code
      ss.408(k) or a tax-deferred annuity under Code ss.403(b); (b) immediate
      participation; and (c) full and immediate vesting. This exclusion is only
      available if Leased Employees do not constitute more than 20% of the
      recipient's non-highly compensated work force.

1.31  LIMITATION YEAR: The term Limitation Year means the Plan Year.

1.32  MATERNITY OR PATERNITY LEAVE: The term Maternity or Paternity Leave means
      that an Employee is absent from work because of the Employee's pregnancy;
      the birth of the Employee's child; the placement of a child with the
      Employee in connection with the adoption of such child by the Employee; or
      the need to care for such child for a period beginning immediately
      following the child's birth or placement as set forth above.

1.33  NHCE: The term NHCE means a Non-Highly Compensated Employee.

1.34  NON-HIGHLY COMPENSATED EMPLOYEE: The term Non-Highly Compensated Employee
      means any Employee who is not a Highly Compensated Employee.

1.35  NON-KEY EMPLOYEE: The term Non-Key Employee means any Employee who is not
      a Key Employee, including former Key Employees.

1.36  NORMAL RETIREMENT AGE: The term Normal Retirement Age means the date a
      Participant reaches Age 65. There is no mandatory retirement age.

1.37  NORMAL RETIREMENT DATE: The term Normal Retirement Date means the first
      day of the month coinciding with or next following Normal Retirement Age.

1.38  OTHER INVESTMENTS ACCOUNT: The term Other Investments Account means the
      account to which is credited a Participant's share of Plan assets other
      than Company Stock, including Forfeitures which are not used to pay
      administrative expenses or to reduce Employer contributions, earnings and
      losses, and the proceeds of any Policies, if any, purchased on the
      Participant's life under Section 7.13. Payments to purchase Company Stock
      will be debited from this account.

1.39  PARTICIPANT: The term Participant means any Employee who has met the
      eligibility and participation requirements of the Plan. However, an
      individual who is no longer an Employee will not be deemed a Participant
      if his or her entire Plan benefit (1) is fully guaranteed by an insurance
      company and is legally enforceable at the sole choice of such individual
      against such insurance company, provided that a contract, Policy, or
      certificate describing the benefits to which such individual is entitled
      under the Plan has been issued to such individual; or (2) is paid in a
      lump sum distribution which represents such individual's entire interest
      in the Plan; or (3) is paid in some other form of distribution and the
      final payment thereunder has been made.

1.40  PARTICIPANT'S ACCOUNT: The term Participant's Account means the aggregate
      balance in a Participant's Company Stock Account and Other Investments
      Account.

1.41  PERMISSIVE AGGREGATION GROUP: The term Permissive Aggregation Group means
      a Required Aggregation Group plus any Employer plan(s) which when
      considered as a group with the Required Aggregation Group would continue
      to satisfy Code ss.401(a)(4) and ss.410.

                                       9
<PAGE>

1.42  PLAN: The term Plan means this profit sharing plan and trust agreement,
      which is named the Frequency Electronics, Inc. Employee Stock Ownership
      Plan.

1.43  PLAN YEAR: The term Plan Year means the Plan's accounting year beginning
      January 1st and ending December 31st.

1.44  POLICY: The term Policy means a life insurance policy or annuity contract
      purchased pursuant to the provisions of Section 7.13 of the Plan.

1.45  QUALIFIED ELECTION PERIOD: The term Qualified Election Period means the
      five Plan Year period beginning with the later of the Plan Year after the
      Plan Year the Participant attains Age 55, or the Plan Year after the Plan
      Year the Participant first becomes a Qualified Participant.

1.46  QUALIFIED PARTICIPANT: The term Qualified Participant means a Participant
      who has attained Age 55 and who has completed at least 10 Years of Plan
      Participation.

1.47  REQUIRED AGGREGATION GROUP: The term Required Aggregation Group means (1)
      each qualified deferred compensation Plan of the Employer in which at
      least one Key Employee participates or participated at any time during the
      determination period (regardless of whether the plan has terminated); and
      (2) any other qualified deferred compensation plan of the Employer which
      enables a plan described in (1) to satisfy Code ss.401(a)(4) or ss.410.

1.48  REQUIRED BEGINNING DATE: The term Required Beginning Date means

1.49  ROLLOVER ACCOUNT: The term Rollover Account means the account to which a
      Participant's Rollover Contributions, if any, are allocated. A Participant
      will at all times have a 100% Vested Interest in all amounts credited to
      his or her Rollover Account.

1.50  ROLLOVER CONTRIBUTION: The term Rollover Contribution means an amount
      transferred to this Plan (a) in a trustee to trustee transfer from another
      qualified plan; (b) from another qualified plan as a distribution eligible
      for tax free rollover treatment and which is transferred by the
      Participant to this Plan within 60 days following his receipt thereof; (c)
      from a conduit individual retirement account if the only assets therein
      were previously distributed to the Participant by another qualified plan
      as a distribution eligible for a tax free rollover within 60 days of
      receipt thereof and earnings on said assets; or (d) from a conduit
      individual retirement account meeting the requirements of (a) above and
      transferred to this Plan within 60 days of receipt thereof. The Plan will
      not accept a Rollover Contribution under clause (a) which is subject at
      the time of transfer to the Qualified Joint and Survivor Annuity
      requirements of Code ss.401(a)(11).

1.51  SHAREHOLDER-EMPLOYEE: The term Shareholder-Employee means, in the case of
      an Employer or Affiliated Employer which is an electing small business
      corporation, an individual who is an employee or officer of such electing
      small business corporation and owns, or is considered as owning within the
      meaning of Code ss.318(a)(1), on any day during the taxable year of such
      corporation, more than 5% of the outstanding stock of the corporation.

1.52  SPONSOR: The term Sponsor means Frequency Electronics, Inc. (and any
      successor thereto that elects to assume sponsorship of this Plan).

1.53  SPOUSE: The term Spouse means the person to whom a Participant is legally
      married.

1.54  TERMINATION OF EMPLOYMENT: The term Termination of Employment means that a
      Participant has ceased to be an Employee for reasons other than
      retirement, death, or Disability.

                                       10
<PAGE>

1.55  TERMINATED PARTICIPANT: The term Terminated Participant means a
      Participant who has ceased to be an Employee for reasons other than
      retirement, death or Disability.

1.56  TOP HEAVY: The term Top Heavy means for any Plan Year beginning after
      December 31, 1983 (a) that the Top Heavy Ratio exceeds 60% and the Plan is
      not part of a Required Aggregation Group or Permissive Aggregation Group;
      or (b) that the Plan is a part of a Required Aggregation Group but not a
      Permissive Aggregation Group and the Top Heavy Ratio for the group exceeds
      60%; or (c) that the Plan is a part of a Required Aggregation Group and a
      Permissive Aggregation Group and the Top Heavy Ratio for the Permissive
      Aggregation Group exceeds 60%.

1.57  TOP HEAVY MINIMUM ALLOCATION: The term Top Heavy Minimum Allocation means
      an amount of Employer contributions and Forfeitures equal to 3% of an
      Employee's Code ss.415 Compensation (or such higher or lesser percentage
      as may otherwise be indicated in Section 3.6).

1.58  TOP HEAVY RATIO: In determining if this Plan is Top Heavy or Super Top
      Heavy, the Top Heavy Ratio will be determined in accordance with the
      following provisions:

      (a)   Rule 1: If the Employer maintains one or more defined contribution
            plans (including SEPs) and has not maintained any defined benefit
            plan which during the 5-year period ending on the Determination Date
            had accrued benefits, the Top Heavy Ratio for this Plan alone or for
            the Required or Permissive Aggregation Group 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 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 5-year period ending on the Determination Date)
            determined under Code ss.416 and the regulation thereunder. Both the
            numerator and the denominator of the Top Heavy Ratio will be
            increased to reflect any contribution not actually made as of the
            Determination Date but which is required to be taken into account
            under Code ss.416 and the regulations thereunder.

      (b)   Rule 2: If the Employer maintains one or more defined contribution
            plans (including SEPs) and maintains or has maintained one or more
            defined benefit plans which during the 5-year period ending on the
            Determination Date has had any accrued benefits, the Top Heavy Ratio
            for any Required or Permissive Aggregation Group is a fraction, the
            numerator of which is the sum of account balances under the
            aggregated defined contribution plans for all Key Employees
            determined in accordance with paragraph (a) above, and the present
            value of accrued benefits under the aggregated defined benefit plans
            for all Key Employees as of the Determination Date, and the
            denominator of which is the sum of the account balances under the
            aggregated defined contribution plans for all Participants,
            determined in accordance with paragraph (a), and the present value
            of accrued benefits under the aggregated defined benefit plans for
            all Participants as of the Determination Date, all determined under
            Code ss.416 and the regulations thereunder. The accrued benefits
            under a defined benefit plan in both the numerator and denominator
            of the Top Heavy Ratio are increased for any distribution made in
            the 5-year period ending on the Determination Date.

      (c)   Rule 3: For purposes of paragraphs (a) and (b) above, the value of
            account balances and the present value of accrued benefits will be
            determined as of the most recent Valuation Date that falls within or
            ends with the 12-month period ending on the Determination Date,
            except as provided in Code ss.416 and the regulations thereunder for
            the first and second Plan Years of a defined benefit plan. The
            account balances and accrued benefits

                                       11
<PAGE>

            will be disregarded for a Participant (1) who is not a Key Employee
            but who was a Key Employee in a prior year or (2) who has not been
            credited with at least one Hour of Service with any Employer
            maintaining the Plan at any time during the 5-year period ending on
            the Determination Date. The calculation of the Top Heavy Ratio and
            the extent to which distributions, rollovers, and transfers are
            taken into account will be made in accordance with Code ss.416 and
            the regulations thereunder. When aggregating plans, the value of the
            account balances and accrued benefits will be calculated with
            reference to the Determination Date that falls within the same
            calendar year. The accrued benefit of a Participant other than a Key
            Employee will be determined under (1) the method, if any, that
            uniformly applies for accrual purposes under all defined benefit
            plans maintained by the Employer, or (2) effective as of the first
            Plan Year beginning after December 31, 1986, if there is no such
            method, as if such benefit accrued not more rapidly than the slowest
            accrual rate permitted under the fractional rule of Code
            ss.411(b)(1)(C). Deductible employee contributions will not be taken
            into account in determining the Top Heavy Ratio.

      (d)   Definition Of Determination Date: In determining the Top Heavy
            Ratio, the term Determination Date means the last day of the
            preceding Plan Year except for the first Plan Year when the
            Determination Date means the last day of such first Plan Year.

1.59  TRUSTEE: The term Trustee means the persons or entity named as trustee or
      trustees in this Plan and any successor to such Trustee or Trustees.

1.60  TRUST FUND: The term Trust Fund or Trust means the assets of the Plan.

1.61  UNALLOCATED COMPANY STOCK ACCOUNT: The term Unallocated Company Stock
      Account means an account containing Company Stock acquired with the
      proceeds of an Exempt Loan and which has not been allocated to the
      Participants' Company Stock Accounts. For each Plan Year during the
      duration of an Exempt Loan, the number of shares of Company Stock released
      from the Company Stock Account will equal the number of shares held
      therein immediately before release for the current Plan Year multiplied by
      a fraction, the numerator of which is the amount of principal and interest
      paid for the Plan Year and the denominator of which is the sum of the
      numerator plus the principal and interest to be paid for all future Plan
      Years.

1.62  VALUATION DATE: Except as otherwise provided in paragraph (c) of the
      definition of Top Heavy Ratio, the term Valuation Date means the date on
      which the Trustee determines the value of the Trust Fund. The Trust Fund
      must be valued at least annually as of the last day of the Plan Year, but
      the Administrator can elect to have all or any portion of the assets of
      the Trust Fund valued more frequently, including, but not limited to,
      semi-annually, quarterly, monthly, or daily.

1.63  VESTED AGGREGATE ACCOUNT: The term Vested Aggregate Account means the
      aggregate amount in a Participant's Account, Rollover Account, Voluntary
      Employee Contribution Account, and any other accounts as the Administrator
      may determine necessary from time to time, in which the Participant has a
      Vested Interest.

1.64  VESTED, VESTED INTEREST and VESTING: The term Vested, Vested Interest and
      Vesting mean a Participant's nonforfeitable percentage in any account
      maintained on his or her behalf under the terms of the Plan. A
      Participant's Vested Interest in his or her Participant's Account will be
      determined in accordance with Section 4.6 of the Plan.

1.65  YEAR OF SERVICE: The term Year of Service means a 12-consecutive month
      computation period during which an Employee (or Participant) completes a
      specified number of Hours of Service for

                                       12
<PAGE>

      either the Employer or an Affiliated Employer (or any business entity
      which was an Adopting Employer), determined in accordance with the
      following provisions:

      (a)   Definition Of Employment Commencement Date: As used in this Section,
            the term Employment Commencement Date means the first day on which
            an Employee performs an Hour of Service for the Employer or an
            Affiliated Employer; and the term Re-employment Commencement Date
            means the first day following a Break in Service on which an
            Employee performs an Hour of Service for the Employer or an
            Affiliated Employer.

      (b)   Year Of Service For Eligibility: In any Plan Year in which the
            eligibility requirements as determined under Section 2.1 are based
            on Years of Service, (1) a Year of Service is a 12-consecutive month
            period during which an Employee is credited with at least 1,000
            Hours of Service; and (2) an Employee's initial eligibility
            computation period will begin on his or her Employment Commencement
            Date. The second eligibility computation period will begin on the
            first day of the Plan Year which begins prior to the first
            anniversary of the Employee's Employment Commencement Date
            regardless of whether the Employee is credited with at least 1,000
            Hours of Service during the initial computation period. If the
            Employee is credited with 1,000 Hours of Service in both the initial
            eligibility computation period and in the second eligibility
            computation period, the Employee will be credited with two Years of
            Service for eligibility purposes. If a Plan Year is less than 12
            consecutive months and the Hours of Service requirement set forth
            herein is greater than one, such requirement will be proportionately
            reduced.

      (c)   Year Of Service For Vesting: In any Plan Year in which a
            Participant's Vested Interest as determined under Section 4.6 is
            based on Years of Service, (1) a Year of Service is a 12-consecutive
            month period during which an Employee is credited with at least at
            least 1,000 Hours of Service; and (2) the Vesting computation period
            will be the Plan Year. If a Plan Year is less than 12 consecutive
            months and the Hours of Service requirement set forth herein is
            greater than one, such requirement will be proportionately reduced.

      (d)   Prior Service Credit: An Employee will not receive credit for Years
            of Service with any other entity for any purpose under the terms of
            this Plan except as otherwise set forth herein with respect to an
            Affiliated Employer or an Adopting Employer.

      (e)   Reemployment Before A Break In Service: If an Employee terminates
            employment but is re-employed by the Employer before incurring a
            Break in Service, his or her Years of Service and his or her
            employment will not be deemed to have been interrupted during such
            Plan Year and, if he or she was a Participant in the Plan (or
            otherwise satisfied the requirements for participation specified in
            Section 2.1), he or she will remain (or become) a Participant
            immediately upon his or her re-employment by the Employer. If an
            Employee was not a Participant in the Plan but otherwise satisfied
            the requirements for participation specified in the Plan, he or she
            will become a Participant on the later of the date the Employee
            would have entered the Plan had he or she not terminated employment
            with the Employer, or upon the Employee's reemployment date.

      (f)   Reemployment After A Break In Service: If an Employee terminates
            employment and is subsequently re-employed by the Employer or an
            Affiliated Employer after incurring a Break in Service, Years of
            Service that were completed prior to the Break in Service will be
            counted retroactively only after such Employee has completed a Year
            of Service from his or her Reemployment Commencement Date, subject
            to the following:

                                       13
<PAGE>

            (1)   Determination Of Periods Of Service For Eligibility: For
                  eligibility purposes if such Employee did not have a Vested
                  Interest in his or her Participant's Account before the Break
                  in Service and the number of the Employee's consecutive Breaks
                  in Service equals or exceeds the greater of five or the
                  aggregate number of Years of Service, Years of Service that
                  were completed prior to the Break in Service will not be
                  counted. The aggregate number of Years of Service will not
                  include any Years of Service previously disregarded hereunder
                  by reason of prior Breaks in Service. If such former
                  Employee's Years of Service are disregarded under this
                  paragraph, he or she will be treated as a new Employee for
                  eligibility purposes.

            (2)   Determination Of Years Of Service For Purposes Other Than
                  Eligibility: For all purposes other than eligibility, if the
                  Employee has incurred 5 consecutive Breaks in Service, Years
                  of Service completed prior to such 5 consecutive Breaks in
                  Service will not be counted if the Employee did not have a
                  Vested Interest in his or her Participant's Account and the
                  number of consecutive Breaks in Service equals or exceeds the
                  aggregate number of Years of Service before such period.

            (3)   Entry Or Reentry Into The Plan: Regardless of whether or not
                  such Employee was a Plan Participant before incurring the
                  Break in Service, he or she will be eligible to enter the Plan
                  as a Participant upon satisfaction of the eligibility
                  requirements set forth in Article 2 as though he or she was a
                  new Employee upon the Employee's Re-employment Commencement
                  Date, or if earlier upon satisfaction of the eligibility
                  requirements set forth in Article 2 and the completion of an
                  additional Year of Service after the Employee's Re-employment
                  Commencement Date, at which time the Employee's participation
                  in the Plan will be deemed to have been reinstated as of his
                  or her Re-employment Commencement Date (provided the Employee
                  is re-employed by the Employer).

            (4)   Re-Entry For Purposes Of Making Deferrals: Notwithstanding
                  subparagraph (3) to the contrary, such Employee, solely for
                  the purpose of making Elective Deferrals, will re-enter the
                  Plan immediately upon re-employment by the Employer.

      (g)   Employees Under 2-Year Full And Immediate Vesting: If this Plan at
            any time (1) provides in Section 2.1 that an Employee must complete
            2 Years of Service for eligibility purposes, and (2) provides in
            Section 4.6 that an Employee will have a 100% Vested Interest in his
            or her Participant's Account upon becoming a Participant, then the
            Years of Service of an Employee who incurs a Break in Service before
            satisfying such 2 Years of Service eligibility requirement will not
            be counted for eligibility purposes.

                                       14
<PAGE>

                                    ARTICLE 2
                               PLAN PARTICIPATION

2.1   ELIGIBILITY REQUIREMENTS: Any Employee who is not in an ineligible class
      of Employees will be eligible to become a Participant in the Plan in
      accordance with the following provisions:

      (a)   Service Requirement: Anyone who is a Participant on January 1, 2001
            will continue to participate. Any other Employee who is not a member
            of an ineligible class of Employees will be eligible to enter the
            Plan as a Participant upon completing 1 Year of Service.

      (b)   Ineligible Classes Of Employees: All Employees are eligible to
            participate in the Plan except for the following ineligible classes
            of Employees: (1) Employees whose employment is governed by the
            terms of a collective bargaining agreement between Employee
            representatives and the Employer in which retirement benefits were
            the subject of good faith bargaining, unless such collective
            bargaining agreement expressly provides for the inclusion of such
            Employees as Participants in the Plan; and (2) Employees who are
            non-resident aliens who do not receive any earned income from the
            Employer which constitutes income from sources within the United
            States.

      (c)   Participation By Ineligible Employees: If an Employee who is not a
            member of the eligible class of Employees becomes a member of the
            eligible class, such Employee will participate in the Plan
            immediately if he or she has satisfied the minimum age and service
            requirements and would have previously become a Participant had he
            or she been a member of the eligible class. The participation of a
            Participant who becomes a member of an ineligible class will be
            suspended, and such Participant will be entitled to an allocation of
            Employer contributions and Forfeitures for the Plan Year only to the
            extent of Hours of Service completed while a member of an eligible
            class of Employees. Upon returning to an eligible class of
            Employees, a suspended Participant will immediately participate
            again in the Plan. The Vested Interest of a Participant who ceases
            to be a member of an eligible class will continue to increase in
            accordance with Section 4.6.

      (d)   Participation By Former Participants: A Participant who terminates
            employment with the Employer for any reason but is subsequently
            reemployed as an Eligible Employee will again become a Participant
            in the Plan as provided in the definition of Year of Service.

2.2   ENTRY DATE: An Employee who has satisfied the eligibility requirements in
      Section 2.1 will enter the Plan as a Participant on the January 1st or the
      July 1st which coincides with or next follows the date on which he or she
      satisfies such requirements.

2.3   WAIVER OF PARTICIPATION: An Employee who is otherwise eligible to
      participate in the Plan may elect to waive such participation in
      accordance with the following provisions:

      (a)   Irrevocable Election: An Eligible Employee may make a one-time
            irrevocable election to waive participation in the Plan. However,
            the Administrator may in its sole discretion elect not to make this
            option available to one or more Eligible Employees if the Eligible
            Employee is not an HCE and is not likely to become an HCE and if the
            Administrator determines that such waiver may cause the Plan for any
            Plan Year to fail to satisfy one of the tests set forth in Code
            ss.410(b)(1)(A) or Code ss.410(b)(1)(B) and (C). The Employee's
            election to waive participation in the Plan must be in writing and
            must be delivered to the

                                       15
<PAGE>

            Administrator on or before the date the Employee first becomes
            eligible to participate in the Plan. Notwithstanding the foregoing
            however, once an Employee has become a Participant in the Plan, no
            waiver can be made, except as provided in paragraph (b).

      (b)   Election To Waive Allocation: Notwithstanding paragraph (a) above,
            and subject to the Top-Heavy Minimum Benefit requirements of Section
            3.6, a Participant may agree to forego an allocation of Employer
            contributions to his or her Participant's Account for all or any
            Plan Years if such Participant is an HCE for such Plan Year.

      (c)   Administrative Requirements: The Employee's election to waive
            participation or forego an allocation must be in writing and must be
            delivered to the Administrator on or before the date the Employee
            first becomes eligible to participate in the Plan in the case of a
            waiver under paragraph (a), and before the Participant is entitled
            to an allocation to his or her Participant's Account in the case of
            foregoing such allocation under paragraph (b) for a Plan Year. The
            Administrator will furnish any form required to make an election
            under this Section, which may include the requirement for consent by
            the Employee's Spouse.

2.4   REEMPLOYMENT: If an Employee terminates employment and is subsequently
      re-employed by the Employer or an Affiliated Employer, such Employee's
      Years of Service for purposes of eligibility (as well as the time such
      Employee enters or re-enters the Plan as a Participant) will be determined
      in accordance with the rules described in the definition of Years of
      Service.

2.5   EXCLUSION OF ELIGIBLE EMPLOYEE: If, in any Plan Year, any Employee who
      should be included as a Participant in the Plan is erroneously excluded,
      and discovery of such omission is not made until after a contribution for
      that Plan Year has been made, the Employer will make a subsequent
      contribution to the Plan (if necessary after the application of available
      forfeitures, if any), or may correct such omission by any other method of
      correction specified in Revenue Procedure 2000-16 (or in any subsequent
      Revenue Procedure or guidance issued by the Internal Revenue Service) so
      that the omitted Employee receives the same amount which the Employee
      would have received had he or she not been omitted from the Plan.

2.6   INCLUSION OF INELIGIBLE EMPLOYEE: If, in any Plan Year, any person who
      should not have been included as a Participant in the Plan is erroneously
      included, and discovery of that incorrect inclusion is not made until
      after a contribution for the year has been made, and such ineligible
      Employee has not received a distribution of the amount erroneously
      allocated to him or her, the Employer will not be entitled to recover the
      contribution made with respect to the ineligible person, but the amount
      erroneously contributed will be applied as a forfeiture (except for
      elective deferrals in the case of a Code ss.401(k) plan which will be
      distributed to the ineligible Employee) for the Plan Year in which the
      error is discovered.

                                       16
<PAGE>

                                    ARTICLE 3
                          CONTRIBUTIONS AND ALLOCATIONS

3.1   EMPLOYER CONTRIBUTIONS: Each Plan Year, the Employer will contribute to
      the Plan such amount as it may in its sole discretion determine, subject
      to the following provisions:

      (a)   Amount Of Contribution: The Employer, in its sole discretion, will
            determine the amount of the contribution and will notify the Trustee
            in writing of the amount contributed. The Employer's determination
            of the amount of its contribution will be binding on the Trustee,
            the Administrator and all Participants and may not be reviewed in
            any manner.

      (b)   Contribution Period: Each Plan Year, any contribution made under the
            terms of the Plan may, at the election of the Administrator, be
            contributed to the Plan (1) each payroll period; (2) each month; (3)
            each Plan quarter; (4) on an annual basis; or (5) on any other less
            than annual contribution period basis as determined by the Employer,
            provided such contribution period does not discriminate in favor of
            Highly Compensated Employees. The Employer may elect a different
            contribution period for each type of contribution.

      (c)   Contribution For Mistakenly Excluded Employees: Notwithstanding
            paragraphs (a) and (b), if an Employee should have been included as
            a Participant but is mistakenly excluded for any reason, the
            omission will be corrected as specified in Section 2.5.

      (d)   Form Of Payment: Employer contributions may be paid to the Plan in
            cash, Company Stock, or any other property permitted under Code
            ss.4975 that is acceptable to the Trustee. However, to the extent
            the Plan has Current Obligations, the Employer's contribution must
            will be paid to the Plan in cash sufficient to satisfy the Plan's
            Current Obligations.

      (e)   Refund Of Contributions: Contributions made to the Plan by the
            Employer can only be returned to the Employer in accordance with the
            following provisions:

            (1)   Failure To Initially Qualify: If the Plan fails to initially
                  satisfy the requirements of Code ss.401(a) and the Employer
                  declines to amend the Plan to satisfy such requirements,
                  contributions made prior to the date such qualification is
                  denied must be returned to the Employer within 1 year of the
                  date of such denial, but only if the application for the
                  qualification is made by the time prescribed by law for filing
                  the Employer's tax return for the taxable year in which the
                  Plan is adopted, or by such later date as the Secretary of the
                  Treasury may prescribe.

            (2)   Contributions Made Under A Mistake Of Fact: If a contribution
                  is attributable in whole or in part to a good faith mistake of
                  fact, including a good faith mistake in determining the
                  deductibility of the contribution under Code ss.404, then an
                  amount may be returned to the Employer which is equal to the
                  excess of the amount contributed over the amount which would
                  have been contributed had the mistake not occurred. Earnings
                  attributable to any such excess contribution will not be
                  returned, but losses attributable to the excess contribution
                  will reduce the amount so returned. Such amount will be
                  returned within one year of the date the contribution was made
                  or the deduction disallowed, as the case may be.

            (3)   Nondeductible Contributions: Except to the extent an Employer
                  may intentionally make a nondeductible contribution, for
                  example in order to correct an administrative error or restore
                  a Forfeiture, any contribution by the Employer is conditioned
                  on its deductibility and will otherwise be returned to the
                  Employer.

                                       17
<PAGE>

3.2   ALLOCATION OF EMPLOYER CONTRIBUTIONS: Subject to the Top Heavy allocation
      requirements of Section 3.5 and the Code ss.415 limitations of Article 6,
      Employer contributions will be allocated on the annual Valuation Date to
      each Eligible Participant's Account as follows:

      (a)   Allocation Of Company Stock: Subject to the requirements of Section
            3.3, Company Stock contributed to or otherwise purchased by the Plan
            will be allocated to each Eligible Participant's Company Stock
            Account in the ratio that each Eligible Participant's Compensation
            bears to the total Compensation of all Eligible Participants.
            However, Company Stock acquired by the Plan with the proceeds of an
            Exempt Loan shall only be allocated to each Participant's Company
            Stock Account upon release from the Unallocated Company Stock
            Suspense Account as provided in Section 3.3(b) below. Company Stock
            acquired with the proceeds of an Exempt Loan shall be an asset of
            the Trust Fund and maintained in the Unallocated Company Stock
            Suspense Account. Company Stock which has been released from the
            Unallocated Company Stock Account during the Plan Year will be
            allocated on the annual Valuation Date to each Eligible
            Participant's Company Stock Account in the same ratio as described
            above.

      (b)   Allocation Of Other Investments: Each Eligible Participant's share
            of cash or property, other than Company Stock and any dividends
            attributable thereto, will be allocated to the Participant's Other
            Investments Account in the ratio that his or her Compensation bears
            to the total Compensation of all Eligible Participants.

      (c)   Allocation Of Cash Dividends: Any cash dividends received by the
            Plan which are attributable to shares of Company Stock allocated to
            a Participant's Company Stock Account and which are not currently
            distributed in accordance with Section 5.14 will be allocated to the
            Participant's Other Investments Account.

3.3   COMPANY STOCK ACCOUNT: Company Stock allocable under Section 3.2 to an
      Eligible Participant's Company Stock Account, or Company Stock released
      from the Unallocated Company Stock Account during the Plan Year, will be
      allocated to an Eligible Participant's Company Stock Account on the annual
      Valuation Date in accordance with the following provisions:

      (a)   Company Stock: Each Eligible Participant's Company Stock Account
            will be credited with his or her allocable share of Company Stock
            (including fractional shares) purchased and paid for by the Plan or
            contributed in kind by the Employer. However, all Company Stock
            acquired by the Plan with the proceeds of an Exempt Loan must be
            added to and maintained in the Unallocated Company Stock Suspense
            Account. Such Company Stock shall be released and withdrawn from
            that account as if all Company Stock in that account were
            encumbered. In the case of a Sponsor that is an electing small
            business corporation, the Plan may not use any dividends on any
            allocated shares of Company Stock to pay an Exempt Loan that was
            used to purchase Company Stock. Cash dividends paid on Company Stock
            in a Participant's Company Stock Account will, in the sole
            discretion of the Administrator, either be credited to the
            Participant's Account or will be used to repay an Exempt Loan.
            However, (1) when cash dividends are used to repay an Exempt Loan,
            Company Stock will be released from the Unallocated Company Stock
            Suspense Account and will be allocated to each Eligible
            Participant's Company Stock Account in the ratio that each Eligible
            Participant's Compensation for the Plan Year bears to the total
            Compensation of all Eligible Participants for the Plan Year; and (2)
            Company Stock allocated to a Participant's Company Stock Account
            will have a fair market value not less than the amount of cash
            dividends which would have been allocated to such Participant's
            Account for the Plan Year.

                                       18
<PAGE>

      (b)   Unallocated Company Stock Account: Any Company Stock which is
            acquired with an Exempt Loan and is in the Unallocated Company Stock
            Account will only be withdrawn and allocated to Participants'
            Accounts in accordance with the following provisions:

            (1)   Method Of Withdrawing Company Stock From The Account: For each
                  Plan Year during the duration of an Exempt Loan, the number of
                  shares of Company Stock released from the Company Stock
                  Account will equal the number of shares held therein
                  immediately before release for the current Plan Year
                  multiplied by a fraction, the numerator of which is the amount
                  of principal and interest paid for the Plan Year and the
                  denominator of which is the sum of the numerator plus the
                  principal and interest to be paid for all future Plan Years.

            (2)   Method Of Allocating Withdrawn Company Stock To Participants:
                  As of each Anniversary Date, the Plan must consistently
                  allocate to each Participant's Account, in the same manner as
                  Employer contributions under Section 3.1 are allocated,
                  non-monetary units (shares and fractional shares of Company
                  Stock) representing each Participant's interest in Company
                  Stock withdrawn from the Unallocated Company Stock Suspense
                  Account. However, Company Stock released from the Unallocated
                  Company Stock Account with cash dividends pursuant to
                  paragraph (a) will be allocated to each Eligible Participant's
                  Company Stock Account in the same proportion that each such
                  Participant's number of shares of Company Stock sharing in
                  such cash dividends bears to the total number of shares of all
                  Eligible Participants' Company Stock sharing in such cash
                  dividends.

            (3)   Allocation Of Income: Income earned on Company Stock in the
                  Unallocated Company Stock Account will be used, at the
                  discretion of the Administrator, to repay the Exempt Loan used
                  to purchase such Company Stock. Company Stock released from
                  the Unallocated Company Stock Account with such income, and
                  any income which is not so used, will be allocated on the
                  annual Valuation Date in the same proportion that each
                  Eligible Participant's Compensation for the Plan Year bears to
                  the total Compensation of all Eligible Participants for the
                  Plan Year.

      (c)   Code ss.1042 Stock: Notwithstanding the foregoing to the contrary,
            any portion of the Plan's assets which are attributable to (or
            allocable in lieu of) Company Stock acquired by the Plan in a sale
            to which Code ss.1042 or ss.2057 applies will be allocated as
            follows:

            (1)   No Allocation Permitted To Certain Participants: No portion of
                  any such assets may be allocated directly or indirectly under
                  this Plan or any other qualified plan of the Employer during
                  the Non-Allocation Period for the benefit of any taxpayer who
                  makes an election under Code ss.1042(a) with respect to
                  Company Stock or any decedent if the executor of the estate of
                  such decedent makes a qualified sale to which Code ss.2057
                  applies; for the benefit of any individual who is related to
                  the taxpayer or the decedent within the meaning of Code
                  ss.267(b); or for the benefit of any other person who owns,
                  after applying Code ss.318(a), more than 25% of any class of
                  outstanding stock of the Employer or of any corporation which
                  is a member of the same controlled group of corporations
                  within the meaning of Code ss.409(l)(4) as the Employer; or
                  the total value of any class of outstanding stock of the
                  Employer. For purposes hereof, Code ss.318(a) will be applied
                  without regard to the employee trust exception in Code
                  ss.318(a)(2)(B)(i); and a person will be treated as failing to
                  meet the stock ownership limitation set forth in herein if
                  such person fails such limitation at any time during the
                  1-year period ending on the date of sale of qualified
                  securities to the Plan, or on the date as of which such
                  qualified securities are allocated to Participants in the
                  Plan.

                                       19
<PAGE>

            (2)   Exception For Certain Lineal Descendants: The restrictions set
                  forth in subparagraph (1) will not apply to any individual who
                  is a lineal descendant of the taxpayer if the aggregate amount
                  allocated to the benefit of all lineal descendants during the
                  Non-Allocation Period does not exceed more than 5% of the
                  Company Stock (or amounts allocated in lieu thereof) held by
                  the Plan which are attributable to a sale to the Plan by any
                  person related to such descendants within the meaning of Code
                  ss.267(c)(4) in a transaction to which Code ss.1042 applied.

            (3)   Definition Of Non-Allocation Period: For purposes of this
                  paragraph (c), the term Non-Allocation Period as used above
                  means the 10-year period beginning on the later of (1) the
                  date of the sale of the qualified securities, or (2) the date
                  of the Plan allocation attributable to the final payment of
                  acquisition indebtedness incurred in connection with such
                  sale.

3.4   ALLOCATION OF EARNINGS AND LOSSES: As of each Valuation Date, accounts
      which have not been distributed since the prior Valuation Date will have
      the net income of the Trust Fund earned since the prior Valuation Date
      allocated in accordance with such rules and procedures as may be
      established by the Administrator, and applied in a uniform and
      nondiscriminatory manner; or accounts will be valued and adjusted as
      hereinafter set forth in this Section.

      (a)   Definition Of Net Income: For purposes of this Section, the term
            "net income" means the net of any interest, dividends, unrealized
            appreciation and depreciation (other than the unrealized
            appreciation or depreciation of the Company Stock allocated to the
            Participants' Company Stock Accounts), capital gains and losses, and
            investment expenses of the Trust Fund as determined on each
            Valuation Date. Net income does not include (1) the interest paid
            under any installment contract for the purchase of Company Stock by
            the Plan or the interest paid on any loan used by the Plan to
            purchase Company Stock; or (2) income received by the Trust Fund
            with respect to Company Stock acquired with an Exempt Loan to the
            extent such income is used to repay the loan. All income received by
            the Trust Fund from Company Stock acquired with the proceeds of an
            Exempt Loan may, at the discretion of the Administrator, be used to
            repay such loan.

      (b)   Allocations To Non-Segregated Accounts: All accounts (other than
            Company Stock Accounts) which have not been segregated from the
            general Trust Fund for investment purposes will for investment
            purposes have net income allocated thereto in the ratio that the
            value of each non-segregated account as of the preceding Valuation
            Date bears to the total value of all non-segregated accounts as of
            the preceding Valuation Date. The Forfeiture Account will not share
            in the allocation made under this paragraph.

      (c)   Allocations To Segregated Accounts: Accounts (other than Company
            Stock Accounts) which have been segregated from the general Trust
            Fund for investment, including any Directed Investment Accounts that
            may be established in accordance with Section 7.15 and any other
            accounts, including Directed Investment Accounts, which are valued
            on a daily basis will only have the net income earned thereon
            allocated thereto. Any Policy dividends or credits will be allocated
            to the Participant's Account for whose benefit the Policy is held.

3.5   ALLOCATION OF FORFEITURES: As of the annual Valuation Date, any portion of
      the Forfeiture Account which has not been used to pay administrative
      expenses of the Plan will be added to the Employer's contribution to be
      allocated therewith under Section 3.2.

                                       20
<PAGE>

3.6   TOP HEAVY MINIMUM ALLOCATION: In any Top Heavy Plan Year in which a Key
      Employee receives an allocation of Employer contributions (including
      Elective Deferrals and/or Qualified Matching Contributions) or
      Forfeitures, each Employee who is described in paragraph (a) below will
      receive the Top Heavy benefit required under the provisions of Code
      ss.416, such benefit to be determined in accordance with the following
      provisions:

      (a)   Participants Who Must Receive The Top Heavy Minimum Allocation: For
            each Plan Year in which a Top Heavy contribution is required, the
            Top Heavy Minimum Allocation (or such lesser amount as may be
            permitted under paragraph (b) below) will be made for each
            Participant who is a Non-Key Employee and is employed by an Employer
            on the last day of the Plan Year and is in an eligible class of
            Employees as described in Section 2.1, even if such Participant (1)
            fails to complete any minimum Hours of Service or Period of Service
            required to receive an allocation of Employer contributions or
            Forfeitures for the Plan Year; (2) fails to make elective
            contributions to the Plan in the case of a cash or deferred
            arrangement; (3) receives Compensation that is less than a stated
            amount; or (4) declines to make a mandatory Employee contribution to
            the Plan.

      (b)   Lesser Allocation Allowed: If the amount of Employer contributions
            and Forfeitures allocated to the Participant's Account of each Key
            Employee for the Plan Year is less than 3% of his or her
            Compensation, and if this Plan is not required to be included in an
            Aggregation Group to enable a defined benefit plan to meet the
            requirements of Code ss.401(a)(4) or ss.410, then the allocation
            made under this Section for each Participant who is described in
            paragraph (a) above must be equal to the largest percentage of
            Employer contributions and Forfeitures allocated to the
            Participant's Account of a Key Employee for that Plan Year
            (determined after taking into account elective contributions made by
            a Key Employee to a cash or deferred arrangement maintained by the
            Employer).

      (c)   Participation In Multiple Defined Contribution Plans: If a
            Participant described in paragraph (a) above participates in this
            Plan and in one or more defined contribution plans that are included
            with this Plan in a Required Aggregation Group, and if the
            allocation of Employer contributions and Forfeitures in this Plan or
            any other such defined contribution plan is insufficient to satisfy
            the Top Heavy requirement with respect to such Participant, such
            requirement will nevertheless be deemed to be satisfied if the
            aggregate allocation of Employer contributions and Forfeitures under
            this Plan and all other such plans on behalf of the Participant is
            sufficient to satisfy the Top Heavy requirement. If not, the
            Employer will make an additional contribution to this Plan and/or to
            one or more such plans on behalf of the Participant in order that
            the aggregate allocation of Employer contributions and Forfeitures
            to this Plan and all such plans satisfies the Top Heavy
            requirements.

3.7   FAILSAFE ALLOCATION: For any Plan Year in which the Plan fails to benefit
      at least 70% of Non-Highly Compensated Employees who are eligible to
      participate in the Plan, or in which the Plan fails to benefit a
      percentage of Non-Highly Compensated Employees who are eligible to
      participate in the Plan that is at least 70% of the percentage of Highly
      Compensated Employees who benefit under the Plan, an additional Employer
      contribution may be made and allocated to those Employees who were
      Participants but not Eligible Participants for the Plan Year. Such
      Participants will be ranked by service, and the individuals receiving an
      allocation will be those with the highest number of Hours of Service
      during the Plan Year. Allocations will be made under this Section only to
      the extent necessary to insure that the Plan satisfies one of the ratio
      percentage tests set forth in Code ss.ss.410(b)(1)(A) or (B) as described
      above.

3.8   ROLLOVERS: Rollover Contributions are not permitted.

                                       21
<PAGE>

                                    ARTICLE 4
                                  PLAN BENEFITS

4.1   BENEFIT UPON NORMAL OR EARLY RETIREMENT: Every Participant who has reached
      Normal Retirement Age (or Early) Retirement Age) and who does not remain
      employed by the Employer will be entitled upon termination of employment
      to receive his or her Vested Aggregate Account balance determined as of
      the most recent Valuation Date coinciding with or immediately preceding
      the date of distribution. Distribution will made under Section 5.1.

4.2   BENEFIT UPON LATE RETIREMENT: A Participant who reaches Normal (or Early)
      Retirement Age and who remains employed by the Employer will continue to
      participate in the Plan and will continue to receive allocations under
      Article 3 until he or she terminates employment with the Employer.
      However, notwithstanding Section 4.1 to the contrary, such Participant may
      at any time after reaching Normal (or Early) Retirement Age (1) choose to
      have distributed prior to actual retirement all or part of his or her
      Vested Aggregate Account balance determined as of the most recent
      Valuation Date coinciding with or immediately preceding the date of
      distribution (but any portion thereof which is attributable to elective
      contributions made to a cash or deferred arrangement can only be
      distributed if the Participant has also reached Age 59 1/2); or (2) choose
      to have such Vested Aggregate Account balance transferred to another
      qualified retirement plan maintained by the Employer. Upon actual
      retirement, the Participant will be entitled to his or her undistributed
      Vested Aggregate Account balance determined as of the most recent
      Valuation Date coinciding with or immediately preceding the date of
      distribution. Distribution will be under Section 5.1.

4.3   BENEFIT UPON DEATH: Upon the death of a Participant prior to Termination
      of Employment, or upon the death of a Terminated Participant prior to
      distribution of his or her Vested Aggregate Account, his or her
      Beneficiary will be entitled to the Participant's Vested Aggregate Account
      balance determined as of the most recent Valuation Date coinciding with or
      immediately preceding the date of distribution. If any Beneficiary who is
      alive on the date of the Participant's death dies before receiving the
      entire death benefit to which he or she is entitled, the balance of the
      death benefit will be distributed to the Beneficiary's beneficiary in
      accordance with Section 5.2. The Administrator's determination that a
      Participant has died and that a particular person has a right to receive a
      death benefit will be final. Distribution will be made under Section 5.2.

4.4   BENEFIT UPON DISABILITY: If a Participant suffers a Disability prior to
      Termination of Employment and terminates employment with the Employer as a
      result of that Disability, or if a Terminated Participant suffers a
      Disability prior to a distribution of his or her Vested Aggregate Account
      balance, he or she will be entitled to his or her Vested Aggregate Account
      balance determined as of the most recent Valuation Date coinciding with or
      immediately preceding the date of distribution. Distribution will be made
      under Section 5.3.

4.5   BENEFIT UPON TERMINATION: A Participant who incurs a Termination of
      Employment will be entitled to his or her Vested Aggregate Account
      determined as of the most recent Valuation Date coinciding with or
      immediately preceding the date of distribution. A Terminated Participant's
      Vested Aggregate Account will be distributed under Section 5.4 unless,
      prior to the time of distribution set forth therein, the Participant (1)
      dies, in which case distribution will be made under 5.2; or (2) suffers a
      Disability, in which case distribution will be made under Section 5.3.

4.6   DETERMINATION OF VESTED INTEREST: A Participant's Vested Interest in his
      or her Participant's Account will be determined in accordance with the
      following provisions:

                                       22
<PAGE>

      (a)   100% Vesting Upon Retirement, Death Or Disability: A Participant
            will have a 100% Vested Interest in his Participant's Account upon
            reaching Normal or Early Retirement Age prior to Termination of
            Employment, or upon death or Disability prior to that date.

      (b)   Vesting Prior To Retirement, Death Or Disability: Except as
            otherwise provided in paragraph (a) above, a Participant's Vested
            Interest in his or her Participant's Account at any given time,
            including Termination of Employment prior to Normal or Early
            Retirement Age, death or Disability, will be determined in a non-Top
            Heavy Plan Year by the vesting schedule which immediately follows
            this paragraph based on the number of Years of Service the
            Participant has completed on the date of determination.

                        Years Of Service          Vested Interest
                              3 . . . . . . . . . . . .  20%
                              4 . . . . . . . . . . . .  40%
                              5 . . . . . . . . . . . .  60%
                              6 . . . . . . . . . . . .  80%
                              7 . . . . . . . . . . . . 100%

      (c)   Vesting In A Top Heavy Plan Year: Notwithstanding the vesting
            schedule in paragraph (b), the Vested Interest of a Participant's
            Account in a Top Heavy Plan Year will be determined by the vesting
            schedule which immediately follows this paragraph. If this Plan
            ceases to be Top Heavy and the vesting schedule in paragraph (b)
            becomes effective, a Participant's Vested Interest as determined
            under the vesting schedule in this paragraph cannot be reduced.
            Furthermore, any such reversion to the vesting schedule in paragraph
            (b) will be considered an amendment to this Section and will be
            treated in accordance with the provisions paragraph (d) of this
            Section pertaining to such amendments.

                        Years Of Service          Vested Interest
                              2 . . . . . . . . . . . .  20%
                              3 . . . . . . . . . . . .  40%
                              4 . . . . . . . . . . . .  60%
                              5 . . . . . . . . . . . .  80%
                              6 . . . . . . . . . . . . 100%

      (d)   Amendments To Vesting Schedule: No amendment may directly or
            indirectly reduce a Participant's Vested Interest in his or her
            Participant's Account. If the Plan is amended in any way that
            directly or indirectly affects the computation of a Participant's
            Vested Interest in his or her Participant's Account or the Plan is
            deemed amended by an automatic change to or from a Top Heavy vesting
            schedule, the following provisions will apply:

            (1)   Participant Election: Any Participant with at least three
                  Years of Service may, by filing a written request with the
                  Administrator, elect to have the Vested Interest in his or her
                  Participant's Account computed by the vesting schedule in
                  effect prior to the amendment. A Participant who fails to make
                  an election will have his or her Vested Interest computed
                  under the new schedule. The period during in the election may
                  be made will begin on the date the amendment is adopted or is
                  deemed to be made and will end on the latest of (l) 60 days
                  after the amendment is adopted; (2) 60 days after the
                  amendment becomes effective; or (3) 60 days after the
                  Participant is issued written notice of the amendment by the
                  Employer or Administrator.

            (2)   Preservation Of Vested Interest: Notwithstanding the foregoing
                  to the contrary, if the vesting schedule is amended, then in
                  the case of an Employee who is a Participant

                                       23
<PAGE>

                  as of the later of the date such amendment is adopted or the
                  date it becomes effective, the Vested Interest in his or her
                  Participant's Account determined as of such date will not be
                  less than his or her Vested Interest computed under the Plan
                  without regard to such amendment.

                                       24
<PAGE>

                                    ARTICLE 5
                            DISTRIBUTION OF BENEFITS

5.1   BENEFIT UPON RETIREMENT: Unless a cash-out occurs under Section 5.5, the
      retirement benefit a Participant is entitled to receive under Section 4.1
      or 4.2 will be distributed as follows:

      (a)   Form Of Distribution: A Participant may elect to have his or her
            retirement benefit distributed (1) in one lump-sum; or (2) in
            monthly, quarterly, semi-annual or annual installments over a period
            certain that does not extend beyond the Participant's life, or
            beyond the lives of the Participant and a designated Beneficiary (or
            beyond the life expectancy of the Participant or the joint and last
            survivor expectancy of the Participant and a designated
            Beneficiary). The Trustee may make the installment payments by
            segregating and separately investing the lump sum value of the
            Participant's retirement benefit and paying the installments from
            the Plan, or by purchasing a nontransferable annuity which provides
            for the installment payments.

      (b)   Special Rule For Company Stock: Unless the Participant elects in
            writing a longer distribution period under paragraph (a)(2) above,
            distribution of a Participant's Company Stock Account will be in
            substantially equal monthly, quarterly, semiannual, or annual
            installments over a period not longer than 5 years. If the
            Participant's Company Stock Account balance exceeds $500,000, the 5
            year period will be extended 1 additional year (but not more than 5
            additional years) for each $100,000 or fraction thereof by which the
            Participant's Company Stock Account balance exceeds $500,000. The
            dollar limits herein will be adjusted at the same time and in the
            same manner as provided in Code ss.415(d).

      (c)   Time Of Distribution: Distribution under this Section will be made
            within a reasonable time after the Participant's actual retirement
            date, or within a reasonable time after a Participant who elects
            late retirement requests payment, but distribution must begin no
            later than the Participant's Required Beginning Date.
            Notwithstanding the foregoing, distribution of a Participant's
            Company Stock Account will begin no later than 1 year after the
            close of the Plan Year in which the Participant actually retires
            unless the Participant otherwise elects, except that Company Stock
            acquired with the proceeds of an Exempt Loan will be excluded until
            the close of the Plan Year in which such loan is repaid in full.

5.2   BENEFIT UPON DEATH: Unless a cash-out occurs under Section 5.5, a deceased
      Participant's death benefit as determined under Section 4.3 will be
      distributed as follows:

      (a)   Surviving Spouse: Notwithstanding any other Beneficiary designation
            made by a Participant, if a Participant is married on the date of
            death, the surviving spouse will be entitled to receive 100% of the
            deceased Participant's death benefit unless the surviving spouse has
            waived that right under Section 5.8. The benefit will be distributed
            in monthly, quarterly, semi-annual or annual installments over a
            period certain that does not extend beyond the life of the surviving
            spouse or beyond the life expectancy of the surviving spouse. The
            Trustee may make the installment payments by segregating and
            separately investing the lump sum value of the benefit and paying
            the installments from the Plan, or by purchasing a nontransferable
            annuity which provides for the installment payments.

      (b)   Time Of Distribution To A Surviving Spouse: The surviving spouse may
            (1) elect to have any death benefit to which he or she is entitled
            distributed within a reasonable time after the death of the
            Participant; or (2) elect to defer distribution of the death
            benefit, but distribution may not be deferred beyond December 31st
            of the calendar year in which the deceased Participant would have
            attained Age 70 1/2.

                                       25
<PAGE>

      (c)   Death Of Surviving Spouse Before Distribution Begins: If the
            surviving spouse dies before distribution of the death benefit
            begins, then distribution of the benefit will be made as if the
            surviving spouse were the Participant. Distribution will be
            considered as having commenced when the deceased Participant would
            have reached Age 70 1/2 even if payments have been made to the
            surviving spouse before that date.

      (d)   Non-Spouse Beneficiary: A non-spouse Beneficiary may elect to have
            his or her death benefit distributed by one of the following methods
            unless a different method has been chosen by the Participant: (1) in
            one lump-sum; or (2) in monthly, quarterly, semi-annual or annual
            installments over a period certain that does not extend beyond the
            life of the Beneficiary or beyond the life expectancy of the
            Beneficiary. The Trustee may make the installment payments by
            segregating and separately investing the lump sum value of the death
            benefit and paying the installments from the Plan, or by purchasing
            a nontransferable annuity which provides for installments.
            Distribution will be made within a reasonable time after the death
            of the Participant; but distribution must begin no later than
            December 31st of the calendar year immediately following the
            calendar year in which the Participant died.

      (e)   Special Rule For Company Stock: If a Beneficiary elects to receive a
            lump sum payment, distribution of the Company Stock Account will
            begin no later than 1 year after the close of the Plan Year in which
            the Participant dies unless the Beneficiary otherwise elects. If a
            Beneficiary elects installments, distribution of the Company Stock
            Account will be in substantially equal monthly, quarterly,
            semiannual, or annual installments over a period not longer than 5
            years unless the Beneficiary elects in writing a longer distribution
            period. If the deceased Participant's Company Stock Account balance
            exceeds $500,000, the 5 year period will be extended 1 additional
            year (but not more than 5 additional years) for each $100,000 or
            fraction thereof by which the Participant's Company Stock balance
            exceeds $500,000. The dollar limits herein will be adjusted at the
            same time and in the same manner as provided in Code ss.415(d).
            Notwithstanding the foregoing, Company Stock acquired with the
            proceeds of an Exempt Loan will be excluded from distribution until
            the close of the Plan Year in which such loan is repaid in full.

      (f)   Participants In Pay Status: If a Participant who has started
            receiving distribution of his or her retirement benefit dies before
            the entire benefit has been distributed, the balance of the benefit
            will be distributed to the Participant's Beneficiary at least as
            rapidly as under the method of distribution being used on the date
            of the Participant's death.

      (g)   Payments To A Beneficiary Of A Beneficiary: In the absence of a
            Beneficiary designation or other directive from the deceased
            Participant to the contrary, any Beneficiary may name his or her own
            Beneficiary to receive any benefits payable in the event of the
            Beneficiary's death prior to receiving the entire death benefit to
            which the Beneficiary is entitled. If a Beneficiary has not named
            his or her own Beneficiary, the Beneficiary's estate will be the
            Beneficiary. If any benefit is payable under this paragraph to a
            Beneficiary of the deceased Participant's Beneficiary or to the
            estate of the deceased Participant's Beneficiary, or to any other
            Beneficiary or the estate thereof, subject to the limitations
            regarding the latest dates for benefit payment in paragraphs (a) and
            (c), the Administrator may (1) continue to pay the remaining value
            of such benefits in the amount and form already commenced, or pay
            such benefits in any other manner permitted under the Plan for a
            Participant or Beneficiary, and (2) if payments have not already
            commenced, pay such benefits in any other manner permitted under the
            Plan. Distribution to the Beneficiary of a Beneficiary must begin no
            later than the date distribution would have been made to the
            Participant's Beneficiary. The Administrator's

                                       26
<PAGE>

            determination under this paragraph will be final and will be applied
            in a manner that does not discriminate in favor of Highly
            Compensated Employees.

5.3   DISABILITY BENEFITS: Unless a cash-out occurs under Section 5.5, a
      Participant's Disability benefit as determined under Section 4.4 will be
      distributed as follows:

      (a)   Form Of Distribution: A Participant may elect to have his or her
            Disability benefit distributed (1) in one lump-sum; or (2) in
            monthly, quarterly, semi-annual or annual installments over a period
            certain that does not extend beyond the Participant's life, or
            beyond the lives of the Participant and a designated Beneficiary (or
            beyond the life expectancy of the Participant or the joint and last
            survivor expectancy of the Participant and a designated
            Beneficiary). The Trustee may make the installment payments by
            segregating and separately investing the lump sum value of the
            Participant's Disability benefit and paying the installments from
            the Plan, or by purchasing a nontransferable annuity which provides
            for the installment payments.

      (b)   Special Rule For Company Stock: Unless the Participant elects in
            writing a longer distribution period under paragraph (a)(2) above,
            distribution of a Participant's Company Stock Account will be in
            substantially equal monthly, quarterly, semiannual, or annual
            installments over a period not longer than 5 years. If the
            Participant's Company Stock Account balance exceeds $500,000, the 5
            year period will be extended 1 additional year (but not more than 5
            additional years) for each $100,000 or fraction thereof by which the
            Participant's Company Stock Account balance exceeds $500,000. The
            dollar limits herein will be adjusted at the same time and in the
            same manner as provided in Code ss.415(d).

      (c)   Time Of Distribution: Distribution under this Section will be made
            within a reasonable time after the date on which the Participant who
            suffers the Disability actually retires, but distribution must begin
            no later than the Participant's Required Beginning Date.
            Notwithstanding the foregoing, distribution of a Participant's
            Company Stock Account will begin no later than 1 year after the
            close of the Plan Year in which the Participant who suffers a
            Disability actually retires unless the Participant otherwise elects,
            except that Company Stock acquired with the proceeds of an Exempt
            Loan will be excluded until the close of the Plan Year in which such
            loan is repaid in full.

5.4   BENEFIT UPON TERMINATION: Unless a cash-out occurs under Section 5.5 or a
      prior distribution has been made under Section 5.2 or Section 5.3, the
      benefit a Terminated Participant is entitled to receive under Section 4.5
      will be distributed as follows:

      (a)   Form Of Distribution: A Terminated Participant may elect to have his
            or her benefit distributed (1) in one lump-sum; or (2) in monthly,
            quarterly, semi-annual or annual installments over a period certain
            that does not extend beyond such Participant's life, or beyond the
            lives of the Participant and a designated Beneficiary (or beyond the
            life expectancy of the Participant or the joint and last survivor
            expectancy of the Participant and a designated Beneficiary). The
            Trustee may make the installment payments by segregating and
            separately investing the lump sum value of a Terminated
            Participant's benefit and paying the installments from the Plan, or
            by purchasing a nontransferable annuity which provides for the
            installment payments.

      (b)   Special Rule For Company Stock: Unless a Terminated Participant
            elects in writing a longer distribution period under paragraph
            (a)(2)above, distribution of his or her Company Stock Account will
            be in substantially equal monthly, quarterly, semiannual, or annual
            installments over a period not longer than 5 years. If a Terminated
            Participant's Company

                                       27
<PAGE>

            Stock Account exceeds $500,000, the 5 year period will be extended 1
            additional year (but not more than 5 additional years) for each
            $100,000 or fraction thereof by which the Participant's Company
            Stock Account balance exceeds $500,000. The dollar limits herein
            will be adjusted at the same time and in the same manner as provided
            in Code ss.415(d).

      (c)   Time Of Distribution: Distribution under this Section will be made
            within a reasonable time after the last day of the Plan Year in
            which a Terminated Participant incurs a Break in Service, but no
            later than the Required Beginning Date. Notwithstanding the
            foregoing, if a Terminated Participant is not reemployed by the
            Employer at the end of the 5th Plan Year following the Plan Year of
            his or her Termination of Employment, distribution of his or her
            Company Stock Account will begin not later than 1 year after the
            close of the 5th Plan Year following the Plan Year in which the
            Participant incurs such Termination of Employment. However, if a
            Terminated Participant is reemployed by the Employer as of the last
            day of the 5th Plan Year following the Plan Year of such Termination
            of Employment, distribution of his or her Company Stock Account will
            be postponed until the Participant is otherwise entitled to a
            distribution under the Plan. For purposes of this paragraph, Company
            Stock acquired with the proceeds of an Exempt Loan will be excluded
            until the close of the Plan Year in which such loan is repaid in
            full.

5.5   CASH-OUT OF BENEFITS: The Administrator, without the consent of the
      Participant, may distribute a Participant's Vested Aggregate Account in a
      lump sum any time after a Participant terminates employment, subject to
      the following provisions:

      (a)   General Rule: The Administrator can only make distribution under
            this Section (1) with regard to distributions made for Plan Years
            beginning prior to August 6, 1997 (or such later date as determined
            by the Administrator), if the Participant's Vested Aggregate Account
            on the date he or she terminates employment with the Employer does
            not exceed, or at the time of any prior distribution did not exceed,
            $3,500 (or such lesser amount as may be designated by the
            Administrator); and (2) for Plan Years beginning on or after August
            6, 1997 (or such later date as determined by the Administrator), if
            a Participant's Vested Aggregate Account on the date he or she
            terminates employment with the Employer does not exceed, or at the
            time of any prior distribution did not exceed, $5,000 (or such
            lesser amount as may be designated by the Administrator). Any such
            distribution will be made as soon as administratively feasible after
            the date the Participant terminates employment, and any portion of
            the Participant's Account which is not Vested will be treated as a
            Forfeiture.

      (b)   Later Distribution If Account Falls To $5,000: With regard to
            distributions made for Plan Years beginning on or after October 17,
            2000, if a Participant would have received a distribution under
            paragraph (a) but for the fact that the Participant's Vested
            Aggregate Account exceeded $5,000 (or such lesser amount as may be
            designated by the Administrator) when the Participant terminated
            employment, and if at a later time the Participant's Vested
            Aggregate Account is reduced to an amount not greater than $5,000
            (or such lesser amount as may be designated by the Administrator),
            the Administrator may distribute such remaining amount in a lump sum
            without the Participant's consent as soon as administratively
            feasible after the date the Participant terminates employment, and
            any portion of the Participant's Account which is not Vested will be
            treated as a Forfeiture.

                                       28
<PAGE>

      (c)   Deemed Distribution: If a Participant's Vested Interest in his or
            her Participant's Account is zero on the date the Participant
            terminates employment, the Participant will be deemed to have
            received a distribution of such Vested Interest on the date of such
            termination.

5.6   RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS: If a Participant's Vested
      Aggregate Account exceeds the amount set forth in paragraph (a) of this
      Section and is immediately distributable, such account can only be
      distributed in accordance with the following provisions:

      (a)   General Rule: If a Participant's Vested Aggregate Account balance
            exceeds $5,000, or if there are remaining payments to be made with
            respect to a particular distribution option that previously
            commenced, and such amount is immediately distributable, the
            Participant must consent to any distribution of such amount. Any
            portion of the Participant's Account which is not Vested will be
            treated as a Forfeiture. If less than the entire Vested Aggregate
            Account balance is distributed, the part of the non-Vested portion
            that will be treated as a Forfeiture is the total non-Vested portion
            multiplied by a fraction, the numerator of which is the amount of
            the distribution attributable to Employer contributions and the
            denominator of which is the total value of the Vested Interest in
            the Participant's Account.

      (b)   Transition Rule: Notwithstanding paragraph (a), with regard to
            distributions made prior to October 17, 2000, if a Participant's
            Vested Aggregate Account balance exceeded $3,500 (or exceeded $3,500
            at the time of any prior distribution) for Plan Years beginning
            before August 6, 1997 (or such later date as determined by the
            Administrator), or (2) exceeded $5,000 (or exceeded $5,000 at the
            time of any prior distribution) for Plan Years beginning after
            August 5, 1997 (or such later date as determined by the
            Administrator) and for a distribution made prior to October 17,
            2000; or (3) either exceeded $5,000 or was a remaining payment under
            a selected optional form of payment that exceeded $5,000 at the time
            the selected payment began for Plan Years beginning after August 5,
            1997 (or such later date as determined by the Administrator) and for
            a distribution made after October 16, 2000, and if the account
            balance is immediately distributable, then the Participant must
            consent to any distribution of such account balance.

      (c)   Definition Of Immediately Distributable: A Participant's benefit is
            immediately distributable if any part of the benefit could be
            distributed to the Participant (or the Participant's surviving
            spouse) before the Participant reaches (or would have reached if not
            deceased) the later of his or her Normal Retirement Age or Age 62.

      (d)   General Consent Requirement: The consent of the Participant to any
            benefit that is immediately distributable must be obtained in
            writing within the 90-day period ending on the Annuity Starting
            Date. However, the Participant will not be required to consent to a
            distribution that is required by Code ss.401(a)(9) or ss.415.

      (e)   Notification Requirements: The Administrator must notify the
            Participant of the right to defer any distribution until the benefit
            is no longer immediately distributable. Notification will include a
            general explanation of the material features and relative values of
            the optional forms of benefit available under the Plan in a manner
            that would satisfy the notice requirements of Code ss.417(a)(3); and
            will be provided no less than 30 days or more than 90 days prior to
            the Annuity Starting Date.

      (f)   Waiver Of 30-Day Requirement: For Plan Years beginning on or after
            January 1, 1997, distribution of the Participant's benefit may begin
            less than 30 days after the notice described in paragraph (c) is
            given if (1) the Administrator clearly informs the Participant that
            the Participant has a right to a period of at least 30 days after
            receiving notice to consider the

                                       29
<PAGE>

            decision of whether or not to elect a distribution; (2) the
            Participant, after receiving the notice, affirmatively elects a
            distribution (or a particular distribution option).

      (g)   Consent Not Needed On Plan Termination: If upon Plan termination
            neither the Employer nor an Affiliated Employer maintains another
            defined contribution plan other than an employee stock ownership
            plan (ESOP) as defined in Code ss.4975(e)(7), the Participant's
            benefit will, without the Participant's consent, be distributed to
            the Participant. If the Employer or an Affiliated Employer maintains
            another defined contribution plan other than an ESOP, the
            Participant's benefit will, without the Participant's consent, be
            transferred to the other plan if the Participant does not consent to
            an immediate distribution hereunder.

5.7   RESTORATION OF FORFEITED ACCOUNT BALANCE: If a Participant who does not
      have a 100% Vested Interest in his or Participant's Account terminates
      employment with the Employer and receives (or is deemed to have received)
      a distribution of such Vested Interest from the Plan, and such Participant
      is subsequently rehired by the Employer, his or her Participant's Account
      upon such reemployment will be administered in accordance with the
      following provisions:

      (a)   Reemployment Before Five Consecutive Breaks In Service: If a
            terminated Participant is reemployed by the Employer before
            incurring five consecutive Breaks in Service, such Participant's
            Account balance will be restored in accordance with the following:

            (1)   Partially Vested Participants: If upon termination of
                  employment a Participant has a partially Vested Participant's
                  Account, upon reemployment by the Employer prior to incurring
                  five consecutive Breaks in Service, such Participant's Account
                  balance will be restored to the amount on the date of
                  distribution if the Participant repays to the Plan the full
                  amount of the distribution attributable to Employer
                  contributions before the earlier of five years after the first
                  date on which the Participant is subsequently re-employed by
                  the Employer or the date on which the Participant incurs five
                  consecutive Breaks in Service following the date of
                  distribution.

            (2)   Non-Vested Participants: If upon termination of employment a
                  Participant's Vested Interest in his or her Participant's
                  Account is zero and such Participant is deemed to have
                  received a distribution of such Vested Interest before the
                  date on which he or she incurs five consecutive Breaks in
                  Service, then upon re-employment prior to incurring five
                  consecutive Breaks in Service, such Participant's Account
                  balance which was attributable to Employer contributions will
                  be restored to the amount on the date of the deemed
                  distribution.

            (3)   Source Of Funds: The Administrator, on a case by case basis,
                  may elect to restore a Participant's Account balance under
                  this Section by the use of Forfeitures, by the use of earnings
                  from non-segregated Trust Fund accounts, by the use of
                  Employer contributions, or by the use of any combination
                  thereof.

      (b)   Reemployment After Five Consecutive Breaks In Service: If a
            terminated Participant is reemployed by the Employer after incurring
            five consecutive Breaks in Service, that portion, if any, of his or
            her Participant's Account which is (or is deemed to be) a Forfeiture
            will be permanently forfeited under the terms of this Plan.

                                       30
<PAGE>

5.8   SPOUSAL CONSENT REQUIREMENTS: A surviving spouse's election not to receive
      a death benefit under Section 5.2 will not be effective unless (1) the
      election is in writing; (2) the election designates a specific Beneficiary
      or form of benefit which may not be changed without spousal consent (or
      the spouse's consent expressly permits designations by the Participant
      without any requirement of further spousal consent); and (3) the spouse's
      consent acknowledges the effect of the election and is witnessed by the
      Administrator or a notary public.

5.9   APPLICATION OF CODE SECTION 40 1(a)(9): All distributions made under the
      terms of the Plan will be determined and made in accordance with the
      regulations issued under Code ss.401(a)(9), including the minimum
      distribution incidental benefit requirement of regulation
      ss.1.401(a)(9)-2, and any provisions in this Plan which reflect Code
      ss.401(a)(9) will override any distribution options which are inconsistent
      with such Code section and regulations. If Participant's Vested Aggregate
      Account is paid in a form that is based on life expectancies through other
      than the purchase of an immediate annuity, the joint life expectancies of
      the Participant and his or her Spouse will be recalculated annually unless
      the Participant elects the non-recalculation method of determining life
      expectancy. In the case of any other Beneficiary, life expectancy will be
      calculated when payment first commences, and payments for any
      12-consecutive month period will be based on such life expectancy minus
      the number of whole years passed since distribution commenced.

5.10  STATUTORY COMMENCEMENT OF BENEFITS: Unless the Participant otherwise
      elects, distribution of a Participant's benefit must begin no later than
      the 60th day after the latest of the close of the Plan Year in which the
      Participant (1) reaches the earlier of Age 65 or Normal Retirement Age;
      (2) reaches the 10th anniversary of the year the Participant commenced
      Plan participation; or (3) terminates service with the Employer. However,
      the failure of a Participant and the Participant's spouse to consent to a
      distribution while a benefit is immediately distributable within the
      meaning of Section 5.6 above will be deemed to be an election to defer
      commencement of payment of any benefit sufficient to satisfy this Section.
      In addition, if this Plan provides for early retirement, a Participant who
      satisfied the service requirement for early retirement prior to
      Termination of Employment will be entitled to receive his or her Vested
      Aggregate Account balance, if any, upon satisfaction of the age
      requirement for early retirement.

5.11  DISTRIBUTION IN EVENT OF LEGAL INCAPACITY: If any person who is entitled
      to receive a distribution of benefits (the "Payee") suffers from a
      Disability or is under a legal incapacity, payments may be made in one or
      more of the following ways as directed by the Administrator: (a) to the
      Payee directly; (b) to the guardian or legal representative of the Payee's
      person or estate; (c) to a relative of the Payee, to be expended for the
      Payee's benefit; or (d) to the custodian of the Payee under any Uniform
      Transfers to Minors Act or under any Uniform Gifts To Minors Act. The
      Administrator's determination of the minority or incapacity of any payee
      will be final.

5.12  MISSING PARTICIPANTS: Neither the Trustee nor the Administrator will be
      required to search for or ascertain the whereabouts of any Participant or
      Beneficiary. With respect to a Participant or Beneficiary who has not
      claimed any benefit (the "missing payee") to which such missing payee is
      entitled, and with respect to any Participant or Beneficiary who has not
      satisfied the administrative requirements for benefit payment, the
      following provisions will apply:

      (a)   Attempt To Contact And Forfeiture Of Benefit: The Administrator will
            notify a missing payee that he or she is entitled to a distribution
            under the Plan, by certified or registered mail addressed to the
            missing payee's last known address. The Administrator, in its sole
            discretion, may also utilize other methods of locating a missing
            payee, including letter forwarding programs offered by the Internal
            Revenue Service or the Social Security Administration, or internet
            or other search services offered by the Pension Benefit Guaranty
            Corporation (PBGC) if such services are made available to defined
            contributions plans; or by placing

                                       31
<PAGE>

            public notices in a local newspaper. If a missing payee fails to
            make his or her whereabouts known in writing to the Trustee or
            Administrator or otherwise fails to claim a benefit, or the
            administrative requirements for benefit payment for any payee are
            not satisfied, upon the earlier to occur of (1) the later of the
            date the Plan is terminated or discontinued or six months from the
            date the notice was mailed or (2) the date which is two years from
            the date the notice was mailed, the Administrator may, but will not
            be required to, treat the payee's benefit as a forfeiture, subject
            to paragraphs (b) and (c).

      (b)   Alternative Methods To Forfeiture: In lieu of Forfeiture under
            paragraph (a), the Administrator may elect one the following
            alternatives described below:

            (1)   Direct Rollover To IRA: If a Participant's Vested Aggregate
                  Account balance (determined before taking into account his or
                  her Rollover Account) on the date he or she terminated
                  employment with the Employer does not exceed $5,000 (or such
                  lesser amount as may be designated by the Administrator), the
                  Administrator may elect to make distribution under this
                  Section in the form of a direct rollover to an individual
                  retirement account (IRA) if it can be established by the
                  Administrator at a qualified financial institution. In
                  establishing any such IRA, the Administrator will select an
                  IRA trustee, custodian or issuer that is unrelated to the
                  Employer or Administrator and will make the initial investment
                  choices for the IRA. The default direct rollover will occur
                  not less than 30 days and not more than 90 days after the Code
                  ss.402(f) notice with the explanation of the default direct
                  rollover is provided to the Participant or other payee.

            (2)   Escheat To The State: The Administrator may elect to escheat
                  the payee's benefit to the state in which the Sponsor's
                  principal place of business is located.

            (3)   Other Methods Of Distribution: The Administrator may elect to
                  distribute a payee's benefit by any other method approved by
                  the United States Department of the Treasury and/or by the
                  United States Department of Labor.

      (c)   Conditions For Restoration Of Forfeited Benefit: If a payee whose
            benefit has been forfeited under paragraph (a) is located, or if a
            payee whose benefit has been forfeited under paragraph (a) for
            failure to satisfy the administrative requirements for benefit
            payment subsequently satisfies the administrative requirements for
            benefit payment and claims the benefit, and if the Plan has not
            terminated (or if the Plan has, all benefits have not yet been
            paid), then the benefit will be restored. The Administrator, on a
            case by case basis, may elect to restore the benefit by the use of
            either earnings from non-segregated Trust Fund assets, or Employer
            contributions, or any combination thereof. However, if such missing
            payee has not been located by the time the Plan terminates and all
            benefits have been distributed therefrom, the Forfeiture of such
            unpaid benefit will be irrevocable.

5.13  DIRECT ROLLOVERS: A distributee may elect to have any portion of an
      eligible rollover distribution paid directly to an eligible retirement
      plan specified by the distributee in a direct rollover, which is a payment
      by the Plan to the eligible retirement plan specified by the distributee.

      (a)   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 years or more; any

                                       32
<PAGE>

            distribution to the extent such distribution is required under Code
            ss.401(a)(9); the portion of any distribution that is not includible
            in gross income (determined without regard to the exclusion for net
            unrealized appreciation with respect to employer securities); and
            for Plan Years beginning on or after January 1, 2000, the portion of
            any distribution which is attributable to a hardship distribution
            described in Code ss.401(k)(2)(B)(i)(IV).

      (b)   Eligible Retirement Plan: An eligible retirement plan is an
            individual retirement account described in Code ss.408(a), an
            individual retirement annuity described in Code ss.408(b), an
            annuity plan described in Code ss.403(a), or a qualified trust
            described in Code ss.401(a), 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.

      (c)   Definition Of Distributee: For purposes of this Section, a
            distributee includes an Employee or former Employee. In addition, an
            Employee's or former Employee's Surviving Spouse and an Employee's
            or former Employee's spouse or former Spouse who is the alternate
            payee under a qualified domestic relations order as defined in Code
            ss.414(p), are distributees with regard to the interest of the
            Spouse or former Spouse.

5.14  FORM OF DISTRIBUTION: All distributions made under the other provisions of
      this Article 5 will be in the form of cash or Company Stock, or both,
      subject to the following provisions:

      (a)   Participant May Demand Company Stock: Prior to making any
            distribution from the Plan, the Administrator will advise a
            Participant or Beneficiary in writing of his or her right to demand
            that benefits be distributed solely in Company Stock. If the
            Participant or Beneficiary fails to make such demand in writing
            within 90 days after receipt of such written notice, the
            Participant's Vested Aggregate Account will be distributed in the
            form of Company Stock to the extent it is allocated to the
            Participant's Company Stock Account, and the balance, if any, of the
            Vested Aggregate Account will be distributed in cash.

      (b)   Stock Must Be Distributed In Whole Shares: If a Participant or
            Beneficiary demands that benefits be distributed solely in Company
            Stock, distribution will be made entirely in whole shares of Company
            Stock. Any balance in a Participant's Account not attributable to
            Company Stock will be applied by the Trustee to acquire for
            distribution the maximum number of whole shares of Company Stock at
            the then fair market value. Any unexpended balance in the
            Participant's Account will be distributed in cash. If the Trustee is
            unable to purchase the Company Stock required for the distribution,
            the Trustee will make distribution in cash within one year after the
            date the distribution was to have been made, except in the case of a
            retirement distribution which must be made within 60 days after the
            close of the Plan Year in which retirement occurs.

      (c)   Restrictions On Distributed Stock: Except as provided herein,
            distributed Company Stock may be restricted as to sale or transfer
            by the by-laws or articles of incorporation of the Employer if the
            restrictions are applicable to all Company Stock of the same class.
            If a Participant is required to offer the sale of his Company Stock
            to the Employer before offering it to a third party, the Employer
            may not pay a price less than that offered to the distributee by
            another potential buyer making a bona fide offer, and the Trustee
            may not pay a price less than the fair market value of the Company
            Stock.

                                       33
<PAGE>

      (d)   Multiple Classes Of Company Stock Acquired With Exempt Loan: If
            Company Stock which was acquired with an Exempt Loan and which is
            available for distribution consists of more than one class of stock,
            a Participant's or Beneficiary's distribution must receive
            substantially the same proportion of each such class of such stock.

5.15  CASH DIVIDENDS ON COMPANY STOCK: At the Administrator's discretion, cash
      dividends received on Company Stock allocated to Participants' Company
      Stock Accounts may be distributed currently (or within 90 days after the
      end of the Plan Year in which such dividends are paid to the Plan) in cash
      to such Participants on a nondiscriminatory basis. Any such distribution
      of cash dividends will be limited to Participants who are still Employees,
      and will be further limited to dividends on shares of Company Stock in
      which each such Participant has a Vested Interest.

5.16  RIGHT OF FIRST REFUSAL: If Company Stock which is not readily tradeable on
      an established securities market is distributed to a Participant, then
      except as otherwise provided in this Section, if any Participant,
      Beneficiary, or any other person to whom shares of Company Stock are
      distributed (all such persons hereafter called the Selling Participant) at
      any time desires to sell some or all of such shares (such shares hereafter
      called the Offered Shares) to a third party (such third party hereafter
      called the Third Party), then the Selling Participant must give written
      notice of such desire to the Employer and the Administrator, subject to
      the following provisions:

      (a)   Requirements Of Written Notice: The written notice required to be
            given hereunder must contain the number of shares offered for sale,
            the proposed terms of the sale, and the names and addresses of both
            the Selling Participant and the Third Party.

      (b)   Trust Fund And Employer: Both the Plan and the Employer will have
            the right of first refusal for a period of 14 days from the date the
            Selling Participant gives written notice to the Employer and
            Administrator (such 14 day period to run concurrently against the
            Plan and the Employer) to acquire the Offered Shares. As between the
            Plan and the Employer, the Plan will have priority to acquire the
            shares pursuant to the right of first refusal. The selling price and
            terms will be the same as offered by the Third Party.

      (c)   Third Parties: If the Plan and the Employer do not exercise their
            respective rights of first refusal within the required 14 day period
            provided above, the Selling Participant will have the right, at any
            time following the expiration of such 14 day period, to dispose of
            the Offered Shares to the Third Party, provided, however, that no
            disposition will be made to the Third Party on terms more favorable
            to the Third Party than those set forth in the written notice
            delivered by the Selling Participant. If a Third Party is offered
            terms more favorable than those set forth in the written notice
            delivered to the Plan and the Employer, then the Offered Shares will
            again be subject to the right of first refusal.

      (d)   Time Of Closing: The closing pursuant to the exercise of the right
            of first refusal will take place at such place as is agreed upon
            between the Administrator and the Selling Participant, but not later
            than 10 days after the Employer or the Plan has notified the Selling
            Participant of the exercise of the right of first refusal. At
            closing, the Selling Participant will deliver certificates
            representing the Offered Shares duly endorsed in blank for transfer,
            or with stock powers attached duly executed in blank with all
            required transfer tax stamps attached or provided for, and the
            Employer or the Trustee will deliver the purchase price, or an
            appropriate portion thereof, to the Selling Participant.

                                       34
<PAGE>

      (e)   Stock Acquired With An Exempt Loan: Notwithstanding the foregoing,
            Company Stock acquired with an Exempt Loan will be subject to a
            right of first refusal only for so long as such stock is not
            publicly traded on an established securities market. The selling
            price and other terms under the right of first refusal must not be
            less favorable to the seller than the greater of (1) the value of
            the stock determined under regulation ss.54.4975-11(d)(5), or (2)
            the purchase price and other terms offered by a buyer (other than
            the Employer or the Plan) making a good faith offer to purchase the
            stock. The right of first refusal must lapse no later than 14 days
            after the Selling Participant gives written notice to the
            Administrator and Employer that an offer from a Third Party has been
            received for the Offered Shares. The right of first refusal will
            comply with paragraphs (a) through (c) above, except to the extent
            they conflict with this paragraph.

5.17  PUT OPTION: If Company Stock which is not readily tradeable on an
      established securities market is distributed to a Participant, he will
      have a right to require the Employer to repurchase such Company Stock
      under a fair valuation formula, subject to the following provisions:

      (a)   Stock Acquired With An Exempt Loan: Company Stock acquired with an
            Exempt Loan will be subject to a put option if (1) such stock is not
            readily tradeable as set forth above, or (2) if such stock is
            subject to a trading limitation when distributed. For purposes of
            this Section, a trading limitation is a restriction under any
            federal or state securities law, or an agreement, not prohibited by
            this Section, which would make such stock not as freely tradeable as
            stock not subject to such restriction.

      (b)   Conditions Of Exercise: The put option may only be exercised by a
            Participant, by the Participant's donees, or by a person (including
            an estate or its distributee) to whom the Company Stock passes upon
            a Participant's death. The put option must permit a Participant to
            put the Company Stock to the Employer. Under no circumstances may
            the put option bind the Plan, but it must grant the Plan an option
            to assume the rights and obligations of the Employer at the time the
            put option is exercised. If it is known at the time a loan is made
            that federal or state law will be violated by the Employer's
            honoring such put option, the put option must permit the Company
            Stock to be put, in a manner consistent with law, to a third party
            (for example, an affiliate of the Employer or a shareholder other
            than the Plan) that has substantial net worth at the time the Exempt
            Loan is made and whose net worth is reasonably expected to remain
            substantial.

      (c)   Duration Of Put Option: The put option will begin as of the day
            following the date the Company Stock is distributed, and end 60 days
            thereafter. If not exercised within such 60-day period, an
            additional 60 day-period will begin on the first day after the new
            determination of the value of the Company Stock by the Trustee in
            the following Plan Year. With respect to Company Stock that is
            publicly traded without restrictions when distributed but ceases,
            after distribution, to be so traded within either of the 60-day
            periods described herein, the Employer must notify each holder
            thereof in writing on or before the 10th day after the date such
            stock ceases to be so traded that for the remainder of the
            applicable 60-day period such stock is subject to the put option.
            The notice must inform distributees of the terms of the put option
            that they are to hold, and such terms must satisfy the requirements
            of this Section. The period during which a put option is exercisable
            does not include any time when a distributee is unable to exercise
            it because the party bound by the option is prohibited from honoring
            it by federal or state law.

      (d)   Manner Of Exercise: The put option will be exercised by the holder
            notifying the Employer in writing that the put option is being
            exercised. The notice will state the name and address of the holder
            and the number of shares to be sold.

                                       35
<PAGE>

      (e)   Payment Terms: The price at which a put option must be exercised is
            the value of the Company Stock determined under regulation
            ss.54.4975-11(d)(5). The provisions for payment must be reasonable.
            The deferral of payment is reasonable if adequate security and a
            reasonable interest rate are provided for any credit extended and if
            the cumulative payments at any time are not less than the aggregate
            of reasonable periodic payments as of such time. Periodic payments
            are reasonable if annual installments, beginning 30 days after the
            date the put option is exercised, are substantially equal.
            Generally, the payment period may not be more than 5 years after the
            date the put option is exercised. However, it may be extended to a
            date no later than the earlier of 10 years from the date the put
            option is exercised or the date the proceeds of the loan used by the
            Plan to acquire the Company Stock subject to the put option are
            entirely repaid.

      (f)   Payment Restrictions: Payment under a put option cannot be
            restricted by the provisions of a loan or any other arrangement,
            including the terms of the Employer's articles of incorporation or
            bylaws, unless so required under applicable state law. An
            arrangement involving the Plan that creates a put option cannot
            provide for the issuance of put options other than provided for
            under this Section. The Plan cannot otherwise obligate itself to
            acquire Company Stock from a particular holder thereof at an
            indefinite time determined upon the happening of an event such as
            the death of the holder.

      (g)   Payment Requirements For Total Distributions: Notwithstanding the
            foregoing, and with respect to Company Stock which is not readily
            tradeable and which is acquired after December 31, 1986, if a
            distribution of such stock constitutes a Total Distribution, payment
            of the fair market value of a Participant's Company Stock Account
            will be made in 5 substantially equal annual payments. The first
            installment will be paid not later than 30 days after the
            Participant exercises the put option. The Plan will pay a reasonable
            rate of interest and provide adequate security on amounts not paid
            after 30 days. For purposes of this Section, the term Total
            Distribution means the distribution with one taxable year to the
            recipient of the balance of his Company Stock Account.

      (h)   Payment Requirements For Installment Distributions: Notwithstanding
            paragraph (g) above, if the distribution does not constitute a Total
            Distribution, the Plan will pay the Participant an amount equal to
            the fair market value of the Company Stock repurchased no later than
            30 days after the Participant exercises the put option.

5.18  NON-TERMINABLE RIGHTS AND PROTECTIONS: Except as otherwise provided in
      Section 5.16 and 5.17, no Company Stock acquired with an Exempt Loan may
      be subject to a put, call, or other option, or buy-sell or similar
      arrangement when held by and distributed from the Plan, whether or not the
      Plan is then an Employee Stock Ownership Plan (ESOP). The rights and
      protections granted in this Section and in Section 5.16 and 5.17 are
      non-terminable and will continue to exist under the terms of the Plan as
      long as any Company Stock acquired with an Exempt Loan is held by the Plan
      or by any Participant or any other person for whose benefit such
      protections and rights have been created, and neither the repayment of
      such loan nor the failure of the Plan to be an ESOP, nor any amendment of
      the Plan, will cause a termination of said protections and rights.

5.19  PRE-RETIREMENT DISTRIBUTIONS: Except as may otherwise be permitted under
      Section 4.2, no distributions are permitted before a Participant
      terminates employment with the Employer

5.20  FINANCIAL HARDSHIP DISTRIBUTIONS: Hardship distributions are not
      permitted.

                                       36
<PAGE>

5.21  SPECIAL DISTRIBUTION RULE FOR S-CORPORATIONS: In the case of an Employer
      that is an electing small business corporation, such Employer may elect to
      distribute a Participant's benefit solely in the form of cash,
      notwithstanding a Participant's right as otherwise set forth in this Plan
      to receive a distribution in the form of Company Stock.

                                       37
<PAGE>

                                    ARTICLE 6
                          CODE SECTION 415 LIMITATIONS

6.1   MAXIMUM ANNUAL ADDITION: The maximum Annual Addition (as defined in
      paragraph (c) below) made to a Participant's various accounts maintained
      under the Plan for any Limitation Year beginning after December 31, 1986
      will not exceed the lesser of the Dollar Limitation set forth in Section
      6.1(a) or the Compensation Limitation set forth in Section 6.1(b), as
      follows:

      (a)   Dollar Limitation: For Limitation Years beginning after December 31,
            1994, the Dollar Limitation is $30,000 as annually adjusted in
            accordance with Code ss.415(d).

      (b)   Compensation Limitation: The Compensation Limitation is an amount
            equal to 25% of the Participant's Code ss.415 Compensation for the
            Limitation Year. However, this limitation will not apply to any
            contribution made for medical benefits within the meaning of Code
            ss.401(h) or Code ss.419A(f)(2) after separation from service which
            is otherwise treated as an Annual Addition under Code ss.415(l)(1)
            or Code ss.419A(d)(2).

      (c)   Determination Of Employer Contributions: For purposes of paragraphs
            (a) and (b), the amount of Employer contributions will be determined
            based upon the lesser of (1) the fair market value of the Company
            Stock allocated to the Participant's Account from Employer
            contributions to the Plan (determined at the time of the
            contribution by the most recent valuation) plus any contributions
            which are not used to purchase Company Stock or pay on an Exempt
            Loan; and (2) the amount of the Employer's cash contribution to the
            Plan.

      (d)   Annual Additions: The term Annual Additions means the sum of the
            following amounts credited to a Participant's Account for the
            Limitation Year: (1) Employer contributions; (2) Employee
            contributions; (3) Forfeitures; (4) amounts allocated, after March
            31, 1984, to an individual medical account, as defined in Code
            ss.415(l)(2), which is part of a pension or annuity plan maintained
            by the Employer; and (5) 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
            Code ss.419A(d)(3), under a welfare fund, as defined in Code
            ss.419(e), maintained by the Employer. Notwithstanding the
            foregoing, a Participant's Annual Additions do not include his or
            her rollovers, loan repayments, repayments of prior Plan
            distributions or prior distributions of mandatory contributions,
            direct transfers of contributions from another plan to this Plan,
            deductible contributions to a simplified employee pension plan, or
            voluntary deductible contributions.

      (e)   Special Rule For ESOPs: If no more than one-third of Employer
            contributions for the Plan Year which are deductible under Code
            ss.404(a)(9) are allocated to Highly Compensated Employees, the
            limitations of this Section will not apply to Forfeitures of Company
            Stock that was acquired with Exempt Loan or to Employer
            contributions which are deductible under Code ss.404(a)(9)(B) and
            are charged against a Participant's Account.

6.2   ADJUSTMENTS TO MAXIMUM ANNUAL ADDITION: In applying the limitation on
      Annual Additions set forth in Section 6.1, the following adjustments must
      be made:

      (a)   Short Limitation Year: In a Limitation Year of less than 12 months,
            the Defined Contribution Dollar Limitation in Section 6.1(a) will be
            adjusted by multiplying it by the ratio that the number of months in
            the short Limitation Year bears to 12.

                                       38
<PAGE>

      (b)   Multiple Defined Contribution Plans: If a Participant participates
            in multiple defined contribution plans sponsored by the Employer
            which have different Anniversary Dates, the maximum Annual Addition
            in this Plan for the Limitation Year will be reduced by the Annual
            Additions credited to the Participant in the other defined
            contribution plans during the Limitation Year. If a Participant
            participates in multiple defined contribution plans sponsored by the
            Employer which have the same Anniversary Date, then (1) if only one
            of the plans is subject to Code ss.412, Annual Additions will first
            be credited to the Participant's account in the plan subject to Code
            ss.412; and (2) if more than one of the plans is subject to Code
            ss.412, the maximum Annual Addition in this Plan for a given
            Limitation Year will be equal to the product of the maximum Annual
            Addition for such Limitation Year minus any other Annual Additions
            previously credited to the Participant's account under clause (1)
            above, multiplied by the ratio that the Annual Additions which would
            be credited to a Participant's accounts hereunder without regard to
            the limitations in Section 6.1 bears to the Annual Additions for all
            plans described in this clause (2).

6.3   MULTIPLE PLANS AND MULTIPLE EMPLOYERS: All defined benefit plans (whether
      terminated or not) of the Employer will be treated as one defined benefit
      plan, and all defined contribution plans (whether terminated or not) of
      the Employer will be treated as one defined contribution plan. In
      addition, all Affiliated Employers will be considered a single employer.

6.4   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS: If for any Limitation Year the
      Annual Additions allocated to a Participant's Account exceeds the maximum
      amount permitted under Section 6.1 above because of an allocation of
      Forfeitures, a reasonable error in estimating a Participant's
      Compensation, a reasonable error in determining the amount of elective
      contributions (within the meaning of Code ss.402(g)(3)), or because of
      other limited facts and circumstances that the Commissioner finds justify
      the availability of the rules set forth in this Section, then such
      Participant's Account will be adjusted as follows in order to reduce the
      excess Annual Additions:

      (a)   Return Of Employee Contributions: First, Voluntary Employee
            Contributions, if any, and second, the amount of elective deferrals
            and corresponding Employer matching contributions, if any, to the
            extent that they would reduce the excess amount, will be calculated.
            Such elective deferrals and Voluntary Employee Contributions plus
            attributable earnings, will be returned to the Participant. Any
            Employer matching contribution amount will be applied as described
            in (b) or (c) below, depending on whether the Participant is covered
            by the Plan at the end of the Limitation Year.

      (b)   Excess Used To Reduce Employer Contributions If Participant Is Still
            Covered By The Plan: If, after the application of paragraph (a), an
            excess amount still exists and the Participant is covered by the
            Plan at the end of the Limitation Year, the excess amount in the
            Participant's Account plus applicable earnings thereon, if any, will
            be used to reduce Employer contributions (including any allocation
            of Forfeitures) for such Participant in the next Limitation Year,
            and in each succeeding Limitation Year if necessary.

      (b)   Excess Used To Reduce Employer Contributions If Participant Is Not
            Covered By The Plan: If, after the application of paragraph (a), an
            excess amount still exists and the Participant is not covered by the
            Plan at the end of a Limitation Year, the excess amount, plus
            applicable earnings thereon, if any, will be held unallocated in a
            suspense account. The suspense account will be applied to reduce
            future Employer contributions (including the allocation of any
            Forfeitures) for all remaining Participants in the next Limitation
            Year, and in each succeeding Limitation Year if necessary.

                                       39
<PAGE>

      (d)   Suspense Account: If a suspense account is in existence at any time
            during a Limitation Year pursuant to this Section, such suspense
            account will not participate in the allocation of the Trust's
            investment gains and losses. If a suspense account is in existence
            at any time during a particular Limitation Year, all amounts in the
            suspense account must be allocated and reallocated to Participants'
            Accounts before any Employer Contributions or any Employee
            contributions may be made to the Plan for that Limitation Year.
            Excess amounts may not be distributed to Participants or former
            Participants.

6.5   MULTIPLE PLAN REDUCTION: For Limitation Years beginning before January 1,
      2000, if an Employee is, or has been, a Participant in one or more
      Employer-sponsored defined benefit plans and in one or more
      Employer-sponsored defined contribution plans, the sum of the defined
      benefit plan fraction and the defined contribution plan fraction for any
      Limitation Year may not exceed 1.0, determined in accordance with the
      following provisions:

      (a)   Defined Benefit Fraction: The Defined Benefit Fraction is a fraction
            which has as its numerator the Participant's Projected Annual
            Benefits determined as of the close of the Limitation Year and which
            has as its denominator the lesser of 125% of the dollar limitation
            for the Limitation Year determined under Code ss.415(b) and (d), or
            140% of the amount taken into account under Code ss.415(b)(1)(B) for
            such Limitation Year. Notwithstanding the foregoing, with respect to
            anyone who was a Participant as of the first day of the first
            Limitation Year beginning after December 31, 1986, in one or more
            defined benefit plans maintained by the Employer which were in
            existence on May 6, 1986, the denominator of the defined benefit
            fraction will not be less than 125% of the Current Accrued Benefit.

      (b)   Definitions: As used in paragraph (a) above, (1) the term Projected
            Annual Benefits means the annual benefits payable to a Participant
            under all defined benefit plans (whether terminated or not) of the
            Employer as determined under income tax regulation ss.1.415-7(b)(3);
            and (2) the term Current Accrued Benefit means a Participant's
            accrued benefit under a defined benefit plan, determined as if the
            Participant had separated from service as of the close of the last
            Limitation Year beginning before January 1, 1987, when expressed as
            an annual benefit within the meaning of Code ss.415(b)(2). In
            determining a Participant's Current Accrued Benefit, the
            Administrator will disregard any changes in the terms and conditions
            of the Plan after May 5, 1986, and any cost of living adjustment
            occurring after May 5, 1986. The Current Accrued Benefit will only
            be used as set forth above if the defined benefit plans individually
            and in the aggregate satisfied the requirements of Code ss.415 for
            all Limitation Years beginning before January 1, 1987.

                                       40
<PAGE>

      (c)   Defined Contribution Fraction: The Defined Contribution Fraction is
            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 terminated or not) maintained by the Employer for the
            current Limitation Year and all prior Limitation Years (including
            the Annual Additions attributable to the Participant's
            non-deductible contributions to all Employer maintained defined
            benefit plans, whether terminated or not, and the Annual Additions
            attributable to all welfare benefit funds, as defined in Code
            ss.419(e), and individual medical accounts, as defined in Code
            ss.415(1)(2) maintained by the Employer), and the denominator of
            which is the sum of the maximum aggregate amounts for the current
            Limitation Year and all prior Limitation Years the Employee was
            employed by the Employer (regardless of whether a defined
            contribution plan was maintained by the Employer). The maximum
            permissible aggregate amount in any Limitation Year is the lesser of
            (1) 125% of the dollar limitation in effect in Code ss.415(c)(1)(A)
            for such Limitation Year determined without regard to Code
            ss.415(c)(6) and adjusted per regulation ss.1.415-7(d)(1) and Notice
            83-10, or (2) 35% of the Participant's Code ss.415 Compensation.

      (d)   Transition Rule: For defined contribution plans in effect on or
            before July 1, 1982, the Administrator may elect for any Limitation
            Year ending after December 31, 1982 that the denominator will be the
            product of the denominator for the Limitation Year ending in 1982
            determined under the law in effect for such Limitation Year,
            multiplied by the Transition Fraction, which is a fraction which has
            as its numerator the lesser of $51,875 or 1.4 multiplied by 25% of
            the Participant's Code ss.415 Compensation for the Plan Year ending
            in 1981, and which has as its denominator the lesser of $41,500 or
            25% of the Participant's Code ss.415 Compensation for the Plan Year
            ending in 1981. In any Top Heavy Limitation Year, $41,500 will be
            substituted for $51,875 in determining the Transition Fraction
            unless the Extra Minimum Allocation is being provided in Section
            3.5. In a Super Top Heavy Limitation Year, $41,500 will always be
            substituted for $51,875. A Super Top Heavy Limitation Year is any
            Limitation Year in which the Top Heavy Ratio exceeds 90%.

      (e)   Adjustment Of Fraction: If an Employee was a Participant as of the
            end of the first day of the first Limitation Year beginning after
            December 31, 1986 in one or more defined contribution plans
            maintained by the Employer which were in existence on May 6, 1986,
            the numerator of the defined contribution fraction will be adjusted
            if the sum of such defined contribution 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 the
            excess of the sum of the defined benefit fraction and the defined
            contribution fraction over 1.0 multiplied by the denominator of the
            defined contribution fraction will be permanently subtracted from
            the numerator of the defined contribution fraction. The adjustment
            will be calculated using the fractions as they would be computed as
            of the end of the last Limitation Year beginning before January 1,
            1987, disregarding any changes in the terms and conditions of the
            Plan made after May 5, 1986, but using the Code ss.415 limitation
            applicable to the first Limitation Year beginning on or after
            January 1, 1987.

      (f)   Top Heavy Adjustments To Multiple Plan Fraction: In any Top Heavy
            Limitation Year, 100% will be substituted for 125% in paragraphs (a)
            and (c) unless an eligible Non-Key Employee (1) is being provided a
            7.5% allocation under Section 3.5(d); or (2) is being provided a
            retirement benefit under a defined benefit plan equal to 3% of
            average monthly Code ss.415 Compensation. However, in any Super Top
            Heavy Limitation Year (which means the Top Heavy Ratio exceeds 90%
            for that Limitation Year), 100% will be substituted for 125% in any
            event. If the 100% limitation is exceeded for any

                                       41
<PAGE>

            Participant in any Limitation Year, then (1) the Participant's
            accrued benefit in the defined benefit plan will not be increased;
            no (2) Annual Additions may be credited to the Participant's
            accounts under this Plan; and (3) the Participant may not make any
            contributions, whether voluntary or mandatory, to this Plan or any
            other Employer-sponsored qualified plan.

                                       42
<PAGE>

                                                                       ARTICLE 7

                             DUTIES OF THE TRUSTEE

7.1   APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION: This Plan will have one
      or more individual Trustees, a corporate Trustee, or any combination
      thereof, appointed as follows:

      (a)   Appointment Of Trustee: Each Trustee will be appointed by the
            Sponsor and will serve until its successor has been named or until
            such Trustee's resignation, death, incapacity, or removal, in which
            event the Employer will name a successor Trustee. The term Trustee
            will include the original and any successor Trustees.

      (b)   Resignation Of Trustee: A Trustee may resign any time by giving 30
            days written notice in advance to the Sponsor, unless such notice is
            waived by the Sponsor. The Sponsor may remove a Trustee any time,
            with or without cause, by giving written notice of the removal to
            the Trustee. Unless waived in writing by the Sponsor, if any Trustee
            who is an Employee, a Self-Employed Individual or an Owner-Employee
            resigns or terminates employment with, or ownership of, the Sponsor
            or an Adopting Employer for any reason, such termination will
            constitute an immediate resignation as a Trustee of the Plan.

      (c)   Successor Trustee: Each successor Trustee will succeed to the title
            to the Trust by filing a written acceptance of appointment with the
            former Trustee and the Sponsor. The former Trustee, upon receipt of
            such acceptance, will execute all documents and perform all acts
            necessary to vest the Trust Fund's title of record in any successor
            Trustee. No successor Trustee will be personally liable for any act
            or failure to act of any predecessor Trustee.

      (d)   Merger Of Corporate Trustee: If any corporate Trustee, before or
            after qualification, changes its name, consolidates or merges with
            another corporation, or otherwise reorganizes, any resulting
            corporation which succeeds to the fiduciary business of such Trustee
            will become a Trustee hereunder in lieu of such corporate Trustee.

7.2   INVESTMENT ALTERNATIVES OF THE TRUSTEE: The Trustees will implement an
      investment program to invest primarily in Company Stock and to accomplish
      the Employer's other investment objectives. In addition to powers given by
      law, the Trustees may:

      (a)   Property: Invest the Trust Fund in any form of property, including
            common and preferred stocks, exchange covered call options, bonds,
            money market instruments, mutual funds, savings accounts,
            certificates of deposit, Treasury bills, insurance policies and
            contracts, or in any other property, real or personal, foreign or
            domestic, having a ready market including securities issued by an
            institutional Trustee and/or affiliate of the institutional Trustee.
            The Trustee may invest on margin. An institutional Trustee may
            invest in its own deposits if they bear a reasonable interest rate.
            The Trustee may retain, manage, operate, repair, improve and
            mortgage or lease for any period on such terms as it deems proper
            any real estate or personal property held by the Trustee, including
            the power to demolish any building or other improvements in whole or
            part. The Trustee may erect buildings or other improvements, make
            leases that extend beyond the term of this Trust, and foreclose,
            extend, renew, assign, release or partially release and discharge
            mortgages or other liens.

      (b)   Pooled Funds: The Trustee may transfer any assets of the Trust Fund
            to a collective trust established to permit the pooling of funds of
            separate pension and profit-sharing trusts provided the Internal
            Revenue Service has ruled such collective trust to be qualified
            under Code ss.401(a) and exempt under Code ss.501(a) (or the
            applicable corresponding provision of

                                       43
<PAGE>

            any other Revenue Act) or to any other common, collective, or
            commingled trust fund which has been or may hereafter be established
            and maintained by the Trustee and/or affiliates of an institutional
            Trustee. Such commingling of assets of the Fund with assets of other
            qualified trusts is specifically authorized, and to the extent of
            the investment of the Trust Fund in such a group or collective
            trust, the terms of the instrument establishing the group or
            collective trust will be a part hereof as though set forth herein.

      (c)   Employer Stock: The Trustee may invest the Trust Fund in the common
            stock, debt obligations, or any other security issued by the
            Employer or by an affiliate of the Employer within the limitations
            provided under ss.406, ss.407, and ss.408 of ERISA provided that
            such investment does not constitute a prohibited transaction under
            Code ss.4975. Any such investment will only be made upon written
            direction of the Employer who will be solely responsible for the
            propriety of such investment.

      (d)   Cash Reserves: The Trustee may retain in cash as much of the Trust
            Fund as the Trustee may deem advisable to satisfy the liquidity
            needs of the Plan and to deposit any cash held in the Trust Fund in
            a bank account without liability for the highest rate of interest
            available. If a bank is acting as Trustee, such Trustee is
            specifically given authority to invest in deposits of such Trustee.
            The Trustee may also hold cash un-invested at any time and from time
            to time and in such amount or to such extent as the Trustee deems
            prudent, and the Trustee will not be liable for any losses which may
            be incurred as the result of the failure to invest same, except to
            the extent provided herein or in ERISA.

      (e)   Reorganizations, Recapitalizations, Consolidations, Sales And
            Mergers: The Trustee may join in or oppose the reorganization,
            recapitalization, consolidation, sale or merger of corporations or
            properties, upon such terms as the Trustee deems wise.

      (f)   Registration of Securities: The Trustee may cause any securities or
            other property to be registered in the Trustee's own name or in the
            name of the Trustee's nominee or nominees, and may hold any
            investments in bearer form, but the records of the Trustee will at
            all times show all such investments as part of the Trust Fund.

      (g)   Proxies: The Trustee may vote proxies and if appropriate pass them
            on to any investment manager which may have directed the investment
            in the equity giving rise to the proxy.

      (h)   Ownership Rights: The Trustee may exercise all ownership rights with
            respect to any assets held in the Trust Fund.

      (i)   Other Investments: The Trustee may accept and retain for such time
            as the Trustee deems advisable any securities or other property
            received or acquired as Trustee, whether or not such securities or
            property would normally be purchased as investments hereunder.

      (j)   Key Man Insurance: The Trustee, with the consent of the
            Administrator, may purchase insurance Policies on the life of any
            Participant whose employment is deemed to be key to the Employer's
            financial success. Such key man Policies will be deemed to be an
            investment of the Trust Fund and will be payable to the Trust Fund
            as the beneficiary thereof. The Trustee may exercise any and all
            rights granted under such Policies. Neither the Trustee, Employer,
            Administrator, nor any Fiduciary will be responsible for the
            validity of any Policy or the failure of any insurer to make
            payments thereunder, or for the action of any person which delays
            payment or renders a Policy void in whole or in part. No insurer
            which issues a Policy will be deemed a party to this Plan for any
            purpose or to be responsible for its validity; nor will it be
            required to look into the terms of the Plan nor to question any
            action of the Trustee.

                                       44
<PAGE>

            The obligations of the insurer will be determined solely by the
            Policy's terms and any other written agreements between it and the
            Trustee. The insurer will act only at the written direction of the
            Trustee, and will be discharged from all liability with respect to
            any amount paid to the Trustee. The insurer will not be obligated to
            see that any money paid by it to the Trustee or any other person is
            properly distributed or applied.

      (k)   Loans To The Trust: The Trustee may borrow or raise money for
            purposes of the Plan in such amounts, and upon such terms and
            conditions, as the Trustee deems advisable; and for any sum so
            borrowed, the Trustee may issue a promissory note as Trustee, and
            secure repayment of the loan by pledging all, or any part, of the
            Trust Fund as collateral. No person lending money to the Trustee
            will be bound to see to the application of the money lent or to
            inquire into the validity or propriety of any borrowing.

      (l)   Agreements With Banks: The Trustee may, upon such terms as the
            Trustee deems necessary, enter into an agreement with a bank or
            trust company providing for (a) the deposit of all or part of the
            funds and property of the Trust with such bank or trust company, (b)
            the appointment of such bank or trust company as the agent or
            custodian of the Trustees for investment purposes, with such
            discretion in investing and reinvesting the funds of the Trust as
            the Trustees deem it necessary or desirable to delegate.

      (m)   Litigation: The Trustee may begin, maintain, or defend any
            litigation necessary in connection with the administration of the
            Plan, except that the Trustee will not be obliged or required to do
            so unless indemnified to its satisfaction.

      (n)   Claims, Debts or Damages: The Trustee may settle, compromise, or
            submit to arbitration any claims, debts, or damages due or owing to
            or from the Plan.

      (o)   Margin Accounts, Options And Commodities Trading: The Trustee may
            engage in the following activities: borrowing on margin, buying
            options, writing covered options, options spreads/straddles, and
            future/commodities trading.

      (p)   Miscellaneous: The Trustee may do all such acts and exercise all
            such rights, although not specifically mentioned herein, as the
            Trustee deems necessary to carry out the purposes of the Plan. The
            Trustee will not be restricted to securities or other property of
            the character expressly authorized by applicable law for trust
            investments, subject to the requirement that the Trustee discharge
            his duties with the care, skill, prudence, and diligence, under the
            circumstances then prevailing, that a prudent man acting in a like
            capacity and familiar with such matters would use in the conduct of
            an enterprise of similar character and with similar aims by
            diversifying the investments to minimize the risks of large losses
            unless under the circumstances it is clearly prudent not to do so.

7.3   VALUATION OF THE TRUST: On each Valuation Date, the Trustee will determine
      the net worth of the Trust Fund. The fair market value of securities that
      are listed on a registered stock exchange will be the prices at which they
      were last traded on such exchange preceding the close of business on the
      Valuation Date. If the securities were not traded on the Valuation Date,
      or if the exchange on which they are traded was not open for business on
      the Valuation Date, then the securities will be valued at the prices at
      which they were last traded prior to the Valuation Date. Any unlisted
      security will be valued at its bid price next preceding the close of
      business on the Valuation Date, which bid price will be obtained from a
      registered broker or an investment banker. To determine the fair market
      value of assets other than securities for which trading or bid prices can
      be obtained, the Trustee may use any reasonable method to determine the
      value of such assets, or may elect to employ one or more appraisers for
      that purpose and rely on the values established by such appraiser or
      appraisers.

                                       45
<PAGE>

7.4   COMPENSATION AND EXPENSES: The Trustee, either from the Trust Fund or from
      the Employer, will be reimbursed for all of its expenses and will be paid
      reasonable compensation as agreed upon from time to time with the
      Employer; but no person who receives full-time pay from the Employer will
      receive any fees for services to the Plan as Trustee or in any other
      capacity. Expenses will be paid by each Adopting Employer in the ratio
      that each Adopting Employer's Participants' Accounts bears to the total of
      all the Participants' Accounts maintained by this Plan.

7.5   PAYMENTS FROM THE TRUST FUND: The Trustee will pay Plan benefits and other
      payments as the Administrator directs, and except as provided by ERISA,
      the Trustee will not be responsible for the propriety of such payments.
      Any payment made to a Participant, or a Participant's legal representative
      or Beneficiary in accordance with the terms of the Plan will, to the
      extent of such payment, be in full satisfaction of all claims arising
      against the Trust, the Trustee, the Employer, and the Administrator. Any
      payment or distribution made from the Trust is contingent on the recipient
      executing a receipt and release acceptable to the Trustee, Administrator,
      or Employer.

7.6   PAYMENT OF TAXES: The Trustee will pay all taxes of the Trust Fund,
      including property, income, transfer and other taxes which may be levied
      or assessed upon or in respect of the Trust Fund or any money, property or
      securities forming a part of the Trust Fund. The Trustee may withhold from
      distributions to any payee such sum as the Trustee may reasonably estimate
      as necessary to cover federal and state taxes for which the Trustee may be
      liable, which are, or may be, assessed with regard to the amount
      distributable to such payee. Prior to making any payment, the Trustee may
      require such releases or other documents from any lawful taxing authority
      and may require such indemnity from any payee or distributee as the
      Trustee deems necessary.

7.7   ACCOUNTS, RECORDS AND REPORTS: The Trustee will keep accurate records
      reflecting its administration of the Trust Fund and will make such records
      available to the Employer for review and audit. At the request of the
      Employer, the Trustee will, within 90 days of such request, file with the
      Employer an accounting of its administration of the Trust Fund during such
      period or periods as the Employer determines. The Employer will review the
      accounting and notify the Trustee within 90 days if the report is
      disapproved, providing the Trustee with a written description of the items
      in question. The Trustees will have 60 days to provide the Employer with a
      written explanation of the items in question. If the Employer again
      disapproves of the report, the Trustee will file its accounting in a court
      of competent jurisdiction for audit and adjudication.

7.8   EMPLOYMENT OF AGENTS AND COUNSEL: The Trustee may employ such agents,
      counsel, consultants, or service companies as it deems necessary and may
      pay their reasonable expenses and compensation. The Trustee will not be
      liable for any action taken or omitted by the Trustee in good faith
      pursuant to the advice of such agents and counsel. Any agent, counsel,
      consultant, service company and/or its successors will exercise no
      discretionary authority over investments or the disposition of Trust
      assets, and their services and duties will be ministerial only and will be
      to provide the Plan with those things required by law or by the terms of
      the Plan without in any way exercising any fiduciary authority or
      responsibility under the Plan. The duties of a third party administrator
      will be to safe-keep the individual records for all Participants and to
      prepare all required actuarial services and disclosure forms under the
      supervision of the Administrator and any Fiduciaries of the Plan. It is
      expressly stated that the third party administrator's services are only
      ministerial in nature and that under no circumstances will such third
      party administrator exercise any discretionary authority whatsoever over
      Participants, investments, or benefits.

7.9   DIVISION OF DUTIES AND INDEMNIFICATION: The division of duties and the
      indemnification of the Trustees of this Plan will be governed by the
      following provisions:

                                       46
<PAGE>

      (a)   No Guarantee Against Loss: The Trustees will have the authority and
            discretion to manage and control the Fund to the extent provided in
            this instrument, but do not guarantee the Fund in any manner against
            investment loss or depreciation in asset value, or guarantee the
            adequacy of the Fund to meet and discharge all or any liabilities of
            the Plan. Furthermore, the Trustees will not be liable for the
            making, retention or sale of any investment or reinvestment made by
            it, as herein provided, or for any loss to or diminution of the
            Fund, or for any other loss or damage which may result from the
            discharge of its duties hereunder, except to the extent it is
            judicially determined that the Trustees have failed to exercise the
            care, skill, prudence and diligence under the circumstances then
            prevailing that a prudent person acting in a like capacity and
            familiar with such matters would use in the conduct of an enterprise
            of a like character and like aims.

      (b)   Representations Of The Employer: The Employer warrants that all
            directions issued to the Trustees by it or the Plan Administrator
            will be in accordance with the terms of the Plan and not contrary to
            the provisions of the Employee Retirement Income Security Act of
            1974 and the regulations issued thereunder.

      (c)   Directions By Others: The Trustees will not be answerable for any
            action taken pursuant to any direction, consent, certificate, or
            other paper or document on the belief that the same is genuine and
            signed by the proper person. All directions by the Employer, a
            Participant or the Plan Administrator will be in writing. The Plan
            Administrator will deliver to the Trustees certificates evidencing
            the individual or individuals authorized to act as the Administrator
            and will deliver to the Trustees specimens of their signatures.

      (d)   Duties And Obligations Limited By The Plan: The duties and
            obligations of the Trustees will be limited to those expressly
            imposed upon it by this Plan or subsequently agreed upon by the
            parties. Responsibility for administrative duties required under the
            Plan or applicable law not expressly imposed upon or agreed to by
            the Trustees, will rest solely with the Employer and with the
            Administrator.

      (e)   Indemnification Of Trustees: The Trustees will be indemnified and
            saved harmless by the Employer against any and all liability to
            which the Trustees may be subjected, including all expenses
            reasonably incurred in its defense, for any action or failure to act
            resulting from compliance with the Employer's instructions, the
            Employer's employees or agents, the Administrator, or any other Plan
            Fiduciary, and for any liability arising from the actions or
            non-actions of any predecessor Trustees or Plan Fiduciary.

      (f)   Trustees Not Responsible For Application Of Payments: The Trustees
            will not be responsible in any way for the application of any
            payments it is directed to make or for the adequacy of the Fund to
            meet and discharge any and all liabilities under the Plan.

      (g)   Multiple Trustees: If more than one Trustee is appointed, all acts
            and/or transactions taken on behalf of the Trust can only be taken
            with the consent of a majority of the Trustees unless the Trustees
            have agreed by a majority of their number that a particular act
            and/or transaction can be taken or approved by a single Trustee.

      (h)   Limitation Of Liability: No Trustee will be liable for the act of
            any other Trustee or Fiduciary unless the Trustee has knowledge of
            such act.

                                       47
<PAGE>

      (i)   Trustees As Participants Or Beneficiaries: Trustees will not be
            prevented from receiving any benefits to which they may be entitled
            as Participants or Beneficiaries in the Plan, so long as the
            benefits are computed and paid on a basis which is consistent with
            the terms of the Plan as applied to all other Participants and
            Beneficiaries.

      (j)   No Self-Dealing: The Trustees will not (1) deal with the assets of
            the Trust Fund in their own interest or for their own account; (2)
            in their individual or in any other capacity, act in any transaction
            involving the Trust Fund on behalf of a party (or represent a party)
            whose interests are adverse to the interests of the Plan, or its
            Participants or Beneficiaries; or (3) receive any consideration for
            their own personal accounts from any party dealing with the Plan in
            connection with a transaction involving assets of the Trust Fund.

7.10  INVESTMENT MANAGER: The Trustee, if directed by the Sponsor, will appoint
      an Investment Manager to manage and control the investment of all or any
      portion of the Trust Fund. Each Investment Manager will be either (a) an
      investment advisor registered under the Investment Advisors Act of 1940;
      (b) a bank as defined in that Act; or (c) an insurance company qualified
      to manage, acquire or dispose of any asset of the Trust under the laws of
      more than one state. An Investment Manager must acknowledge in writing
      that it is a Fiduciary. The Sponsor will enter into an agreement with an
      Investment Manager specifying the duties and compensation of the
      Investment Manager and further specifying any other terms and conditions
      under which the Investment Manager will be retained. The Trustee will not
      be liable for any act or omission of an Investment Manager, and will not
      be liable for following the advice of an Investment Manager with respect
      to any duties delegated by the Sponsor to the Investment Manager. The
      Sponsor will determine the portion of the Trust Fund to be invested by an
      Investment Manager and will establish investment objectives and guidelines
      for the Investment Manager to follow.

7.11  ASSIGNMENT AND ALIENATION OF BENEFITS: Except as may otherwise be
      permitted under Code ss.401(a)(13)(C) effective August 5, 1997, or as
      otherwise be permitted under a Qualified Domestic Relations Order as
      provided in Section 8.11 or as otherwise be permitted under Section 7.14
      if Participant loans are permitted, no right or claim to, or interest in,
      any part of the Trust Fund, or any payment therefrom, will be assignable,
      transferable, or subject to sale, mortgage, pledge, hypothecation,
      commutation, anticipation, garnishment, attachment, execution, or levy of
      any kind, and the Trustees will not recognize any attempt to assign,
      transfer, sell, mortgage, pledge, hypothecate, commute, or anticipate the
      same, except to the extent required by law.

7.12  EXCLUSIVE BENEFIT RULE: All contributions made by an Employer (whether or
      not the Employer is an Affiliated Employer with one or more other Adopting
      Employers) to the Trust will be used for the exclusive benefit of all
      Participants and their Beneficiaries and will not be used for nor diverted
      to any other purpose except the payment of the costs of maintaining the
      Plan.

7.13  PURCHASE OF INSURANCE: The purchase of insurance Policies on the life of a
      Participant, other than key man insurance under Section 7.2(j), is not
      currently permitted in this Plan.

7.14  LOANS TO PARTICIPANTS: Loans to Participants are not currently permitted
      in this Plan.

7.15  DIRECTED INVESTMENT ACCOUNTS: Subject to any rules or procedures that may
      be established by the Administrator under paragraph (f) below, the Trustee
      may permit Participants to direct the investment of one or more of their
      accounts, and subject to any such rules or procedures, investment
      directives will be given in accordance with the following provisions:

                                       48
<PAGE>

      (a)   Accounts Which Can Be Directed: The Administrator will designate
            which accounts a Participant or other payee can direct, and whether
            the Participant or other payee can direct all or only a portion of
            each such account. Any such designation can be changed by the
            Administrator from time to time by communicating new procedures to
            the Participants.

      (b)   Investment Funds: Any amount a Participant or other payee directs
            will be put into a segregated investment selected by the Participant
            or other payee; or among alternative investment funds established as
            part of the overall Trust Fund. Such alternative investment funds
            will be under the full control and management of the Trustees.
            Alternatively, if investments outside the Trustee's control are
            allowed, Participants and other payees may not direct that
            investments be made in collectibles, other than U.S. Government gold
            and silver coins. The Administrator or Trustee will have the
            authority to refuse any investment directed by the Participant or
            other payee if that investment would be administratively burdensome,
            or if for any reason the Administrator or Trustee believes such
            investment would or might constitute a prohibited transaction as
            defined in ERISA ss.406 or Code ss.4975. In the event a Participant
            or other payee fails to make a timely investment election, at the
            Administrator's discretion either no election will be deemed to have
            been made or the Participant or other payee will be considered to
            have made an election to invest 100% of his or her account in an
            investment option, the primary objective of which is the
            preservation of principal, until such time as an investment decision
            by the Participant or other payee becomes effective.

      (c)   Investment Form: A Participant's investment direction will be made
            in a form acceptable to, and in accordance with procedures
            established by, the Administrator. Unless changed by procedures
            established by the Plan Administrator and communicated to
            Participants and other payees, (1) a Participant or other payee may
            change his or her investment election by filing a new investment
            designation form with the Administrator or the Administrator's
            designee; (2) any such change will be effective no later than the
            first day of the next investment election period; and (3) investment
            election periods will be established at the discretion of the
            Administrator but in any event will occur no less frequently than
            once in every 12-month period or, at the discretion of the
            Administrator and the Trustee, once in every 3-month or 6-month
            period or at such other more frequent time which is uniformly
            available as determined and promulgated by the Administrator and the
            Trustee.

      (d)   Transfers Between Funds: Unless changed by procedures established by
            the Plan Administrator and communicated to Participants and other
            payees, if multiple investment fund options are made available, a
            Participant or other payee may elect to transfer all or part of his
            or her Account balance in one or more of the investment funds from
            one investment fund to another investment fund by filing an
            investment designation form with the Administrator or with the
            Administrator's designee within a reasonable administrative period
            prior to the next period for which investment options may be elected
            to be transferred. The funds will be transferred by the Trustee or
            the Administrator's designee as soon as practicable prior to, or by
            the start of, the new election period. If made available, telephone
            or other electronic or computer transfers will be permitted under
            uniform procedures approved adopted by the Administrator and agreed
            to by the Trustee.

      (e)   Administrator Responsibility: Either the Administrator or the
            Administrator's designee will be responsible when transmitting
            Employer and Employee contributions or other Trust Fund assets to
            indicate the dollar amount which is to be credited to each
            investment fund on behalf of each Participant or other payee.

                                       49
<PAGE>

      (f)   No Administrator Liability: Except as otherwise provided herein,
            neither the Trustee, nor the Administrator, nor the Employer, nor
            any Fiduciary of the Plan will be liable to the Participant or other
            payee (or to his or her Beneficiaries) for any loss resulting from
            action taken under this Section at the direction of the Participant
            or other payee.

      (g)   Charges And Fees: Any charge or fee which may be imposed by the
            Trustee or by any broker, investment advisor, or otherwise,
            including legal fees, incurred in connection with a Participant's
            direction under this Section of any Plan account maintained on the
            Participant's behalf may be charged to and paid from the assets of
            such account.

      (h)   Establishment Of Administrative Procedures: All investment
            designations made by Participants are to be made subject to and in
            accordance with such rules or procedures as the Administrator may
            adopt. At the discretion of the Administrator and the Trustee, such
            rules or procedures will permit sufficient selection among
            investment alternatives to satisfy the provisions of DOL Regulations
            2550.404(c)-1. Such rules or procedures, when properly executed in a
            written document, will be deemed to be incorporated in this Plan.
            The rules or procedures may be modified or amended by the
            Administrator without the necessity of amending this Section of the
            Plan, but any such modifications must be communicated to
            Participants in the manner described in Section 8.9. Notwithstanding
            the foregoing, (1) a summary plan description or summary of material
            modifications thereto in which the rules or procedures regarding
            investment designations are described will be considered a separate
            written document sufficient to satisfy the requirements (including
            the execution requirement) of this paragraph; and (2) any such rules
            or procedures established under this paragraph must be applied in a
            uniform nondiscriminatory manner.

7.16  VOTING COMPANY STOCK: The Trustee will vote all Company Stock held by it
      at such time and in such manner as the Trustee, subject to the following:

      (a)   Company Stock Pledged As Security: If any agreement entered into by
            the Trustee provides for voting of any Company Stock pledged as
            security for any obligation of the Plan, such Company Stock will be
            voted in accordance with such agreement. If the Administrator fails
            or refuses to give the Trustee timely instructions as to how to vote
            any Company Stock as to which the Trustee otherwise has the right to
            vote, the Trustee may not exercise its power to vote such Company
            Stock.

      (b)   Registration-Type Stock: Notwithstanding paragraph (a), each
            Participant may direct to Trustee as to the manner in which Company
            Stock allocated to his Company Stock Account is to be voted provided
            such Company Stock is a registration-type class of security (as
            defined in section 12 of the Securities Exchange Act of 1934).

      (c)   Non-Registration-Type Stock: With respect to Company Stock which is
            not a registration-type class of security, each Participant may
            direct the Trustee as to the manner in which Company Stock which is
            allocated to his Company Stock Account is to be voted on any
            corporate matter which involves the voting of such stock with
            respect to the approval or disapproval of any corporate merger or
            consolidation, recapitalization, reclassification, liquidation,
            dissolution, sale of substantially all assets of a trade or
            business, or such similar transaction as may be prescribed in
            Treasury regulations.

7.17  APPLICATION OF CASH: Employer contributions made to the Plan in cash and
      other cash received by the Trustee will first be applied to pay Current
      Obligations.

                                       50
<PAGE>

7.18  RESTRICTIONS ON COMPANY STOCK TRANSACTIONS: The Plan may not obligate
      itself to acquire Company Stock from a particular holder thereof at an
      indefinite time determined upon the happening of an event such as the
      death of the holder. Furthermore, the Plan may not obligate itself to
      acquire Company Stock under a put option binding upon the Plan. However,
      the Plan may be given an option to assume, at the time a put option is
      exercised, the rights and obligations of the Employer under a put option
      binding upon the Employer. In addition, all purchases of Company Stock
      will be made at a price which, in the judgment of the Administrator, does
      not exceed the fair market value thereof. All sales of Company Stock will
      be made at a price which, in the judgment of the Administrator, is not
      less than the fair market value thereof.

7.19  EXEMPT LOANS: All loans to the Plan which are made or guaranteed by a
      disqualified person must satisfy all requirements applicable to Exempt
      Loans set forth in income tax regulation ss.54.4975-(b) and Department of
      Labor regulation ss.2550.408b-3, and all provisions of those regulations
      applicable to Company Stock purchased with the proceeds of an Exempt Loan
      or which is used as collateral for an Exempt Loan must be complied with.
      For purposes of this Section, a disqualified person is any person who is a
      disqualified person or party in interest under ERISA. A loan for purposes
      of this Section includes a direct loan of cash, a purchase-money
      transaction, or an assumption of the obligation of the Trust. A guarantee
      for purposes of this Section includes an unsecured guarantee and the use
      of assets of a disqualified person as collateral for a loan, even though
      the use of assets may not be a guarantee under applicable state law.

7.20  DIVERSIFICATION RIGHTS OF QUALIFIED PARTICIPANTS: Notwithstanding anything
      herein to the contrary, a Qualified Participant will be permitted to
      direct the Trustee as to the investment of amounts credited to his Company
      Stock Account, in accordance with the following provisions:

      (a)   Method Of Directing Investments: The Participant's direction will be
            provided to the Administrator in writing, and will be effective no
            later than 180 days after the close of the Plan Year to which the
            direction applies.

      (b)   Limitations: A Participant's rights under this Section will be
            limited to 25% of the balance in his or her Company Stock Account
            attributable to Company Stock acquired by the Plan after December
            31, 1986, within 90 days after the last day of each Plan Year,
            during the Participant's Qualified Election Period. Within 90 days
            after the close of the last Plan Year in a Participant's Qualified
            Election Period, a Qualified Participant may direct the Plan as to
            the investment of 50% of the value of such Company Stock Account
            balance.

      (c)   Amount Subject to Diversification: The portion of a Participant's
            Company Stock Account attributable to Company Stock acquired by the
            Plan after December 31, 1986 will be determined by multiplying the
            number of shares of such stock held in the Participant's Account by
            a fraction, the numerator of which is the number of such shares
            acquired after December 31, 1986 and allocated to Participants'
            Company Stock Accounts (not to exceed the number of shares held by
            the Plan on the date of distribution) and the denominator of which
            is the total number of such shares of Company Stock held by the Plan
            on the date the individual becomes a Qualified Participant.

      (d)   Exception For Small Accounts: Notwithstanding paragraph (b), if the
            fair market value of a Qualified Participant's Company Stock Account
            is $500 or less on the Valuation Date immediately preceding the
            first day the Qualified Election Period, then such Company Stock
            Account will not be subject to the diversification rights under
            paragraph (b). In determining if the fair market value exceeds $500,
            Company Stock held in all employee stock ownership plans and tax
            credit employee stock ownership plans maintained by the Employer or
            any Affiliated Employer will be considered as held by the Plan.

                                       51
<PAGE>

      (e)   Investment Options: Subject to a written policy adopted the
            Administrator, the portion of a Qualified Participant's Company
            Stock Account that is covered by the diversification election set
            forth in this Section will either (1) be distributed to the
            Qualified Participant within 90 days after the last day of the
            period during which the election can be made, but any part of such
            distribution consisting of Company Stock will be subject to the put
            option requirements of the Plan, and the entire such distribution,
            if it is in excess of $5,000, will be subject to the consent
            requirements under Section 5.8; (2) be transferred no later than 90
            days after the last day of the period during which the election can
            be made to another qualified defined contribution plan of the
            Employer which accepts such transfers, provided that such plan
            permits Employee-directed investments in at least three distinct
            investment options and does not invest in Company Stock to a
            substantial degree; or (3) be invested, at the election of the
            Qualified Participant, in one or more alternative investments,
            provided that if the Administrator elects to offer this option as
            part of the written policy adopted hereunder, the Plan must provide
            at least three distinct investment options.

7.21  SUPERSEDING TRUST OR CUSTODIAL AGREEMENT: If any assets of the Plan are
      invested in a separate trust or custodial account maintained by a
      corporate Trustee or custodian, the provisions of such separate trust or
      custodial agreement will supersede the provisions set forth in this
      Article 7, except (where applicable) with respect to those provisions of
      this Article that pertain to the purchase of insurance Policies and to the
      making of loans to Participants. In the absence of a specific provision in
      such separate trust or custodial agreement regarding the valuation of
      securities held by the Trust Fund, Section 7.3 will apply. Moreover, if
      such separate trust or custodial account should for any reason fail, be
      found invalid or terminate prior to the termination of this Plan and the
      distribution of all the assets hereof, this Article 7 will be deemed to
      have again become effective immediately prior to such failure, invalidity
      or termination.

                                       52
<PAGE>

                                    ARTICLE 8
                           DUTIES OF THE ADMINISTRATOR

8.1   APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION: Each Administrator
      appointed by the Sponsor will continue until his death, resignation, or
      removal at any time, with or without cause, by the Sponsor, and any
      Administrator may resign by giving 30 days written notice to the Sponsor.
      If an Administrator dies, resigns, or is removed by the Sponsor, its
      successor will be appointed as promptly as possible, and such appointment
      will become effective upon its acceptance in writing by such successor.
      Pending the appointment and acceptance of any successor Administrator, any
      then acting or remaining Administrator will have full power to act.

8.2   GENERAL POWERS AND DUTIES: The powers and duties of the Administrator will
      include (a) appointing the Plan's attorney, accountant, actuary, or any
      other party needed to administer the Plan; (b) directing the Trustees with
      respect to payments from the Trust Fund; (c) deciding if an applicant is
      entitled to a benefit from the Plan, which will be paid only if the
      Administrator in its sole discretion decides that the applicant is
      entitled to it; (d) communicating with Employees regarding their
      participation and benefits under the Plan, including the administration of
      all claims procedures; (e) filing any returns and reports with the
      Internal Revenue Service, Department of Labor, or any other governmental
      agency; (f) reviewing and approving any financial reports, investment
      reviews, or other reports prepared by any party under (a) above; (g)
      establishing a funding policy and investment objectives consistent with
      the purposes of the Plan and the Employee Retirement Income Security Act
      of 1974; (h) construing and resolving any question of Plan interpretation;
      and (i) making any findings of fact the Administrator deems necessary to
      proper Plan administration.

8.3   APPOINTMENT OF ADMINISTRATIVE COMMITTEE: The Sponsor may appoint one or
      more members to an Administrative/Advisory Committee (to be known as the
      "Committee"), to which the Sponsor may delegate certain of its
      responsibilities as Plan Administrator. Members of the Committee need not
      be Participants or Beneficiaries, and officers and directors of the
      Sponsor will not be precluded from serving as members. A member will serve
      until his or her resignation, death, or disability, or until removed by
      the Sponsor. In the event of any vacancy arising by reason of the death,
      disability, removal, or resignation of a member of the Committee, the
      Sponsor may, but is not required to, appoint a successor to serve in his
      or her place. The Committee will select a chairman and a secretary from
      among its members. Members of the Committee will serve in such capacity
      without compensation. The Committee will act by majority vote.

8.4   FINALITY OF ADMINISTRATIVE DECISIONS: The Administrator's interpretation
      of Plan provisions, and any findings of fact, including eligibility to
      participate and eligibility for benefits, are final and will not be
      subject to "de novo" review unless shown to be arbitrary and capricious.

8.5   MULTIPLE ADMINISTRATORS: If there is more than one Administrator, the
      Administrators may delegate specific responsibilities among themselves,
      including the authority to execute documents unless the Sponsor revokes
      such delegation. The Sponsor and Trustee will be notified in writing of
      any such delegation of responsibilities, and the Trustee thereafter may
      rely upon any documents executed by the appropriate Administrator.

8.6   COMPENSATION AND EXPENSES: The Administrator, the Committee and any party
      appointed by the Administrator under Section 8.7 may receive such
      compensation as agreed upon by the Sponsor, provided that any person who
      already receives full-time pay from the Employer may not receive any fees
      for services to the Plan as Administrator or in any other capacity. The
      Sponsor will pay all "settlor" expenses (as described in DOL Advisory
      Opinion 2001-01-A) incurred by the Administrator,

                                       53
<PAGE>

      the Committee or any party appointed under Section 8.7 in the performance
      of their duties. The Sponsor may, but is not required to pay, all
      "non-settlor" expenses incurred by the Administrator, the Committee, or
      any party appointed under Section 8.7 in the performance of their duties.
      "Non-settlor" expenses incurred by the Administrator, the Committee or any
      party appointed under Section 8.7 that the Sponsor elects not to pay will
      be reimbursed from Trust Fund assets. Any expenses paid from the Trust
      will be charged to each Adopting Employer in the ratio that each Adopting
      Employer's Participants' Accounts bears to the total of all the
      Participants' Accounts maintained by this Plan, or in any other reasonable
      method elected by the Administrator.

8.7   APPOINTMENT OF AGENTS AND COUNSEL: The Administrator (or Committee) may
      appoint such actuaries, accountants, custodians, counsel, agents,
      consultants, and other persons the Administrator (or Committee) deems
      necessary to the administration and operation of the Plan. The actions of
      any such third parties will be subject to the limitations described in
      Section 7.8 of the Plan; and no such third parties will be given any
      authority or discretion concerning the management and operation of the
      Plan that would cause them to become Fiduciaries of the Plan.

8.8   CORRECTING ADMINISTRATIVE ERRORS: The Administrator may take such steps as
      it considers necessary and appropriate in its discretion to remedy
      administrative or operational errors. Such steps may include, but will not
      be limited to the following: (a) taking any action required under the
      employee plans compliance resolution system of the Internal Revenue
      Service, any asset management or fiduciary conduct error correction
      program available through the Internal Revenue Service, United States
      Department of Labor or other governmental administrative agency; (b) a
      reallocation of Plan assets; (c) adjustments in amounts of future payments
      to Participants, Beneficiaries or Alternate Payees; and (d) institution
      and prosecution of actions to recover benefit payments made in error or on
      the basis of incorrect or incomplete information.

8.9   PROMULGATING NOTICES AND PROCEDURES: The Sponsor and Administrator are
      given the power and responsibility to promulgate certain written notices,
      policies and/or procedures under the terms of the Plan and disseminate
      same to the Participants, and the Administrator may satisfy such
      responsibility by the preparation of any such notice, policy and/or
      procedure in a written form which can be published and communicated to a
      Participant in one or more of the following ways: (a) by distribution in
      hard copy; (b) through distribution of a summary plan description or
      summary of material modifications thereto which sets forth the policy or
      procedure with respect to a right, benefit or feature offered under the
      Plan; (c) by e-mail, either to a Participant's personal e-mail address or
      his or her Employer-maintained e-mail address; and (d) by publication on a
      web-site accessible by the Participant, provided the Participant is
      notified of said web-site publication. Any notice, policy and/or procedure
      provided through an electronic medium will only be valid if the electronic
      medium which is used is reasonably designed to provide the notice, policy
      and/or procedure in a manner no less understandable to the Participant
      than a written document, and under such medium, at the time the notice,
      policy and/or procedure is provided, the Employee may request and receive
      the notice, policy and/or procedure on a written paper document at no
      charge.

8.10  CLAIMS PROCEDURES: The procedures set forth in this Section will be the
      sole and exclusive remedy for an Employee, Participant or Beneficiary
      ("Claimant") to make a claim for benefits under the Plan. These procedures
      will be administered and interpreted in a manner consistent with the
      requirements of ERISA ss.503 and the regulations thereunder. Any
      electronic notices provided by the Administrator will comply with the
      standards imposed under regulations issued by the Department of Labor. All
      claims determinations made by the Administrator (and when applicable by
      the Committee if one has been appointed under Section 8.3) and will be
      made in accordance with the provisions of this Section and the Plan, and
      will be applied consistently to similarly situated Claimants. For purposes
      of this Section 8.10, if a Committee has not been appointed under Section
      8.3, any reference to Committee will be considered a reference to the
      Administrator.

                                       54
<PAGE>

      (a)   Written Claim: A Claimant, or the Claimant's duly authorized
            representative, may file a claim for a benefit to which the Claimant
            believes that he or she is entitled under the Plan. Any such claim
            must be filed in writing with the Administrator.

      (b)   Denial Of Claim: The Administrator, in its sole and complete
            discretion, will make all initial determinations as to the right of
            any person to benefits. If the claim is denied in whole or in part,
            the Administrator will send the Claimant a written or electronic
            notice, informing the Claimant of the denial. The notice must be
            written in a manner calculated to be understood by the Claimant and
            must contain the following information: the specific reason(s) for
            the denial; a specific reference to pertinent Plan provisions on
            which the denial is based; if additional material or information is
            necessary for the Claimant to perfect the claim, a description of
            such material or information and an explanation of why such material
            or information is necessary; and an explanation of the Plan's claim
            review (i.e., appeal) procedures, the time limits applicable to such
            procedures, and the Claimant's right to request arbitration if the
            claim denial is upheld in whole or in part on appeal. Written or
            electronic notice of the denial will be given within a reasonable
            period of time (but no later than 90 days) from the date the
            Administrator receives the claim, unless special circumstances
            require an extension of time for processing the claim. In no event
            may the extension exceed 90 days from the end of the initial 90-day
            period. If an extension is necessary, prior to the expiration of the
            initial 90-day period, the Administrator will send the Claimant a
            written notice, indicating the special circumstances requiring an
            extension and the date by which the Administrator expects to render
            a decision.

      (c)   Request for Appeal: If the Administrator denies a claim in whole or
            in part, the Claimant may elect to appeal the denial. If the
            Claimant does not appeal the denial pursuant to the procedures set
            forth herein, the denial will be final, binding and unappealable. A
            written request for appeal must be filed by the Claimant (or the
            Claimant's duly authorized representative) with the Committee within
            60 days after the date on which the Claimant receives the
            Administrator's notice of denial. If a request for appeal is timely
            filed, the Claimant will be afforded a full and fair review of the
            claim and the denial. As part of this review, the Claimant may
            submit written comments, documents, records, and other information
            relating to the claim, and the review will take into account all
            such comments, documents, records, or other information submitted by
            the Claimant, without regard to whether such information was
            submitted or considered in the Administrator's initial benefit
            determination. The Claimant also may obtain, free of charge and upon
            request, records and other information relevant to the claim,
            without regard to whether such information was relied upon by the
            Administrator in making the initial benefit determination.

      (d)   Review Of Appeal: The Committee will determine, in its sole and
            complete discretion, whether to uphold all or a portion of the
            initial claim denial. If, on appeal, the Committee determines that
            all or a portion of the initial denial should be upheld, the
            Committee will send the Claimant a written or electronic notice
            informing the Claimant of its decision to uphold all or a portion of
            the initial denial, written in a manner calculated to be understood
            by the Claimant and containing the following information: the
            specific reason(s) for the denial; a specific reference to pertinent
            Plan provisions on which the denial is based; a statement that the
            Claimant is entitled to receive, upon request and free of charge,
            reasonable access to and copies of all documents and other
            information relevant to the claim; and an explanation of the
            Claimant's right to request arbitration and the applicable time
            limits for doing so. Written or electronic notice will be given
            within a reasonable period of time (not later than 60 days) from the
            date the Committee receives the request for appeal, unless special
            circumstances require an extension of time for reviewing the claim,
            but in no event may the extension exceed 60

                                       55
<PAGE>

            days from the end of the initial 60-day period. If an extension is
            necessary, prior to the expiration of the initial 60-day period, the
            Committee will send the Claimant a written notice, indicating the
            special circumstances requiring an extension and the date by which
            the Committee expects to render a decision.

      (e)   Alternative Time For An Appeal To Be Decided: Notwithstanding
            paragraph (d), if the Committee holds regularly scheduled meetings
            on a quarterly or more frequent basis, the Committee may make its
            determination of the claim on appeal at its next regularly scheduled
            meeting if the Committee receives the written request for appeal
            more than 30 days prior to its next regularly scheduled meeting or
            at the regularly scheduled meeting immediately following the next
            regularly scheduled meeting if the Committee receives the written
            request for appeal within 30 days of the next regularly scheduled
            meeting. If special circumstances require an extension, the decision
            may be postponed to the third regularly scheduled meeting following
            the Committee's receipt of the written request for appeal if, prior
            to the expiration of the initial time period for review, the
            Claimant is provided with written notice, indicating the special
            circumstances requiring an extension and the date by which the
            Committee expects to render a decision. If the extension is required
            because the Claimant has not provided information that is necessary
            to decide the claim, the Committee may suspend the review period
            from the date on which notice of the extension is sent to the
            Claimant until the date on which the Claimant responds to the
            request for additional information.

      (f)   Right Of Arbitration: If a Claimant wishes to contest a final
            decision of the Committee, the Claimant may request arbitration. If
            the Claimant does not request arbitration pursuant to the procedures
            set forth herein, the decision of the Committee will be final,
            binding and unappealable. A written request for arbitration must be
            filed by the Claimant (or the Claimant's duly authorized
            representative) with the Committee within 15 days after the date on
            which the Claimant receives the written decision of the Committee.
            If a request for arbitration is timely filed, the Claimant and the
            Committee will each name an arbitrator within 20 days after the
            Committee receives the Claimant's written request for arbitration.
            The two arbitrators will jointly name a third arbitrator within 15
            days after their appointment. If either party fails to select an
            arbitrator within the 20 day period, or if the two arbitrators fail
            to select a third arbitrator within 15 days after their appointment,
            then the presiding judge of the county court (or its equivalent) in
            the county in which the principal office of the Sponsor is located
            will appoint such other arbitrator or arbitrators. The arbitrators
            will render a decision within 60 days after their appointment and
            will conduct all proceedings pursuant to the laws of the state in
            which the Sponsor's principal place of business is located and the
            then current Rules of the American Arbitration Association governing
            commercial transactions, to the extent that such rules are not
            inconsistent with applicable state law. The cost of the arbitration
            procedure will be borne by the losing party or, if the decision is
            not clearly in favor of one party or the other, in the manner
            determined by the arbitrators. The arbitration proceeding provided
            for in this Section will be the sole and exclusive remedy of a
            Claimant to contest decisions of the Committee under this Plan, and
            the arbitrators' decision will be final and unappealable.

8.11  QUALIFIED DOMESTIC RELATIONS ORDERS: A Qualified Domestic Relations Order,
      or QDRO, is a signed domestic relations order issued by a State Court
      which creates, recognizes or assigns to an alternate payee(s) the right to
      receive all or part of a Participant's Plan benefit. An alternate payee is
      a Spouse, former Spouse, child, or other dependent of a Participant who is
      treated as a Beneficiary under the Plan as a result of the QDRO. The
      Administrator may establish QDRO procedures, but in the absence of such
      procedures, the Administrator will determine if a domestic relations order
      is a Qualified Domestic Relations Order in accordance with the following:

                                       56
<PAGE>

      (a)   Administrator's Determination: Promptly upon receipt of a domestic
            relations order, the Administrator will notify the Participant and
            any alternate payee(s) named in the order of such receipt, and will
            include a copy of this Section. Within a reasonable time after
            receipt of the order, the Administrator will make a determination as
            to whether or not the order is a Qualified Domestic Relations Order
            as defined in Code ss.414(p) and will promptly notify the
            Participant and any alternate payee(s) in writing of the
            determination.

      (b)   Specific Requirements Of QDRO: In order for a domestic relations
            order to be a QDRO, it must specifically state all of the following:
            (1) the name and last known mailing address (if any) of the
            Participant and each alternate payee covered by the order; (2) the
            dollar amount or percentage of the benefit to be paid to each
            alternate payee, or the manner in which the amount or percentage
            will be determined; (3) the number of payments or period for which
            the order applies; and (4) the name of the plan to which the order
            applies. The domestic relations order will not be deemed a QDRO if
            it requires the Plan to provide any type or form of benefit, or any
            option not already provided for in the Plan, or increased benefits,
            or benefits in excess of the Participant's Vested Interest, or
            payment of benefits to an alternate payee required to be paid to
            another alternate payee under another QDRO.

      (c)   Disputed Orders: If there is a question as whether or not a domestic
            relations order is a Qualified Domestic Relations Order, there will
            be a delay in any payout to any payee including the Participant,
            until the status is resolved. In such event, the Administrator will
            segregate the amount that would have been payable to the alternate
            payee(s) if the order had been deemed a QDRO. If the order is not
            determined to be a QDRO, or the status is not resolved (for example,
            it has been sent back to the Court for clarification or
            modification) within 18 months beginning with the date the first
            payment would have to be made under the order, the Administrator
            will pay the segregated amounts plus interest to the person(s) who
            would have been entitled to the benefits had there been no order. If
            a determination as to the Qualified status of the order is made
            after the 18-month period, then the order will only be applied on a
            prospective basis. If the order is determined to be a QDRO, the
            Participant and alternate payee(s) will again be notified promptly
            after such determination. Once an order is deemed a QDRO, the
            Administrator will pay to the alternate payee(s) all the amounts due
            under the QDRO, including segregated amounts plus interest which may
            have accrued during a dispute as to the order's qualification.

      (d)   Payment Prior To Termination Of Employment: A QDRO may provide for
            the payment of benefits to an alternative payee prior to the time a
            Participant has terminated employment. Further, such payment can be
            made even if the affected Participant has not yet reached the
            Earliest Retirement Age. For purposes of this paragraph, the term
            Earliest Retirement Age means the earlier of (1) the date on which
            the Participant is entitled to a distribution under this Plan, or
            (2) the later of (i) the date the Participant attains age 50, or
            (ii) the earliest date on which the Participant could receive
            benefits under this Plan if the Participant terminated employment
            with the Employer.

                                       57
<PAGE>

                                    ARTICLE 9
                        AMENDMENT, TERMINATION AND MERGER

9.1   AMENDMENT: The Sponsor, or, if there is no Sponsor, the Trustee, will have
      the right to amend the Plan at any time subject to the following
      provisions:

      (a)   General Requirements: Amendments must be in writing and cannot (1)
            increase the responsibilities of the Trustee or Administrator
            without written consent; (2) deprive any Participant or Beneficiary
            of Plan benefits to which he or she is entitled; (3) decrease the
            amount of any Participant's Account balance except as permitted
            under Code ss.412(c)(8); (4) permit any part of the Trust Fund to be
            used for or diverted to purposes other than the exclusive benefit of
            the Participants or their Beneficiaries except as required to pay
            taxes and administration expenses, or cause or permit any portion of
            the Trust Fund to revert to or become the property of the Employer;
            or (5) have the effect of eliminating or restricting the ability of
            a Participant or other payee to receive payment of his or her
            Account balance or benefit entitlement under a particular optional
            form of benefit provided under the Plan unless the provisions of
            subparagraphs (1) and (2) below are satisfied:

            (1)   Lump Sum Requirement: The amendment provides a lump sum
                  distribution form that is otherwise identical to the optional
                  form of benefit that is restricted or eliminated. For this
                  purpose, a lump sum distribution form is otherwise identical
                  only if it is identical in all respects to the eliminated or
                  restricted optional form of benefit (or would be identical
                  except that it provides greater rights to the payee) except
                  with respect to the timing of payments after commencement.

            (2)   Effective Date: The amendment cannot apply to any distribution
                  with an Annuity Starting Date which is earlier than the
                  earlier of (A) the 90th day after a Participant has been
                  furnished with a summary plan description or other summary
                  that reflects the amendment and that satisfies the ERISA
                  requirements at 29 CFR 2520.104b-3 relating to a summary of
                  material modifications; or (B) the first day of the second
                  Plan Year following the Plan Year in which this amended Plan
                  is adopted

      (b)   Certain Corrective Amendments: For purposes of satisfying the
            minimum coverage requirements of Code ss.410(b), the
            nondiscriminatory amount requirement of regulation
            ss.1.401(a)(4)-1(b)(2), or the nondiscriminatory plan amendment
            requirement of regulation ss.1.401(a)(4)-1(b)(4), a corrective
            amendment may retroactively increase allocations for Employees who
            benefited under the Plan during the Plan Year being corrected, or
            may grant allocations to Employees who did not benefit under the
            Plan during the Plan Year being corrected. In addition, to satisfy
            the nondiscriminatory current availability requirement of regulation
            ss.1.401(a)(4)-4(b) for benefits, rights or features, a corrective
            amendment may make a benefit, right or feature available to
            Employees to whom it was previously not available. A corrective
            amendment will not be taken into account prior to the date of its
            adoption unless it satisfies the applicable requirements of
            regulation ss.1.401(a)(4)-11(g)(3)(ii) through (vii), including the
            requirement that, in order to be effective for the preceding Plan
            Year, such amendment must be adopted by the 15th day of the 10th
            month after the close of the preceding Plan Year.

9.2   TERMINATION OF PLAN BY SPONSOR: The Sponsor at any time can terminate the
      Plan and Trust in whole or in part in accordance with the following
      provisions:

                                       58
<PAGE>

      (a)   Termination Of Plan: The Sponsor can terminate the Plan and Trust by
            filing written notice thereof with the Administrator and Trustee and
            by completely discontinuing contributions to the Plan. Upon any such
            termination, the Trustee will continue to administer the Trust until
            distribution has been made to the Participants and other payees,
            which distribution must occur as soon as administratively feasible
            after the termination of the Plan, and must be made in accordance
            with the provisions of Article 5 of the Plan, including Section
            5.6(g) where applicable. However, the Administrator may elect not to
            distribute the Accounts of Participants and other payees upon
            termination of the Plan but instead to transfer the entire Trust
            Fund assets and liabilities attributable to this terminated Plan to
            another qualified plan maintained by the Employer or its successor.

      (b)   Vesting Requirement: Upon complete termination of the Plan, or upon
            a complete discontinuance of contributions to the Plan, any
            Participant who is affected by such termination all Participants who
            have not incurred a Termination of Employment and all Participants
            who have incurred a Termination of Employment but have not incurred
            a five (5) year Break in Service will have a 100% Vested Interest in
            his or her unpaid Participant Account. Upon partial termination of
            the Plan only those Participants who have incurred a Termination of
            Employment on account of the event which caused the partial
            termination but have not incurred a five (5) year Break in Service
            shall automatically have a 100% Vested Interest in his or her unpaid
            Participant Account to the date of partial termination.

      (c)   Discontinuance Of Contributions Only: The Sponsor may elect at any
            time to completely discontinue contributions to the Plan but
            continue the Plan in operation in all other respects, in which event
            the Trustee will continue to administer the Trust until eventual
            full distribution of all benefits has been made to the Participants
            and other payees in accordance with Article 5 after their death,
            retirement, Disability or Termination of Employment. Any such
            discontinuance of contributions without an additional notice of
            termination from the Sponsor to the Administrator and Trustee will
            not constitute a termination of the Plan.

9.3   TERMINATION OF PARTICIPATION BY ADOPTING EMPLOYER: Any Adopting Employer
      may by written resolution terminate its participation in the Plan at any
      time by notification to the Sponsor, the Administrator, and the Trustee.
      Such Adopting Employer may thereupon request a transfer of Trust Fund
      assets attributable to its Employees from this Plan to any successor
      qualified retirement plan maintained by the Adopting Employer or its
      successor. The Administrator may, however, refuse to make such transfer if
      in its considered opinion such transfer would operate to the detriment of
      any Participant, jeopardize the continued qualification of the Plan, or if
      such transfer does not comply with any requirements of the Internal
      Revenue Service. If no such transfer is made, the provisions in the
      definition of Adopting Employer in Article 1 will apply with respect to
      the payment of benefits for Employees of such Adopting Employer.

9.4   MERGER OR CONSOLIDATION: This Plan and Trust may not be merged or
      consolidated with, nor may any of its assets or liabilities be transferred
      to, any other plan, unless the benefits payable to each Participant if the
      Plan was terminated immediately after such action would be equal to or
      greater than the benefits to which such Participant would have been
      entitled if this Plan had been terminated immediately before such action.

                                       59
<PAGE>

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

10.1  NO CONTRACT OF EMPLOYMENT: Except as otherwise provided by law, neither
      the establishment of this Plan, any modification hereto, the creation of
      any fund or account, nor the payment of any benefits, will be construed as
      giving any Participant or other person any legal or equitable rights
      against the Employer, any officer or Employee thereof, or the Trustee,
      except as herein provided. Further, under no circumstances will the terms
      of employment of any Participant be modified or otherwise affected by this
      Plan.

10.2  TITLE TO ASSETS: No Participant or Beneficiary will have any right to, or
      any interest in, any assets of the Trust upon separation from service with
      the Employer, Affiliated Employer, or Adopting Employer, except as
      otherwise provided by the terms of the Plan.

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

10.4  FIDUCIARIES AND BONDING: The Fiduciaries of this Plan will have only those
      duties which are specifically given to the Fiduciaries under the terms of
      this Plan. In addition, every Fiduciary other than a bank, an insurance
      company, or a Fiduciary of an Employer which has no common-law employees,
      will be bonded in an amount not less than 10% of the amount of funds under
      such Fiduciary's supervision, but such bond will not be less than $1,000
      or more than $500,000. The bond will provide protection to the Plan
      against any loss for acts of fraud or dishonesty by a Fiduciary acting
      alone or in concert with others. The cost of such bond will be an expense
      of either the Employer or the Trust, at the election of the Employer.

10.5  SEVERABILITY OF PROVISIONS: If any Plan provision is held invalid or
      unenforceable, such invalidity or unenforceability will not affect any
      other provision of this Plan, and this Plan will be construed and enforced
      as if such provision had not been included.

10.6  GENDER AND NUMBER: Words used in the masculine gender will be construed as
      though they were also used in the feminine or neuter gender where
      applicable, and words used in the singular form will be construed as
      though they were also used in the plural form where applicable.

10.7  HEADINGS AND SUBHEADINGS: Headings and subheadings are inserted for
      convenience of reference. They constitute no part of this Plan and are not
      to be considered in its construction.

10.8  LEGAL ACTION: In any claim, suit or proceeding concerning the Plan and/or
      Trust which is brought against the Trustee or the Administrator, this Plan
      and Trust will be construed and enforced according to the laws of the
      state in which the Employer maintains its principal place of business, to
      the extent that is not preempted by the provisions of ERISA. Furthermore,
      unless otherwise prohibited by law, either the Employer or the Trust, in
      the sole discretion of the Employer, will reimburse the Trustee and/or the
      Administrator for all costs, attorneys fees and other expenses associated
      with any such claim, suit or proceeding.

10.9  QUALIFIED PLAN STATUS: This Plan and the related Trust Agreement are
      intended to be a qualified retirement plan under the provisions of Code
      ss.401(a) and ss.501(a).

                                       60
<PAGE>

10.10 MAILING OF NOTICES TO ADMINISTRATOR, EMPLOYER OR TRUSTEE: Notices,
      documents or forms required to be given to or filed with the
      Administrator, the Employer or the Committee will be either hand delivered
      or mailed by first class mail, postage prepaid, to the Committee or the
      Employer, at the Employer's principal place of business. Any notices,
      documents or forms required to be given to or filed with the Trustee will
      be either be hand delivered or mailed by first class mail, postage
      prepaid, to the Trustee at its principal place of business.

10.11 NO DUPLICATION OF BENEFITS: There will be no duplication of benefits under
      the Plan because of employment by more than one participating employer.

10.12 PARTICIPANT NOTICES AND WAIVERS OF NOTICES: Whenever written notice is
      required to be given under the terms of this Plan, such notice will be
      deemed to be given on the date that such written notice is either hand
      delivered to the recipient or deposited at a United States Postal Service
      Station, first class mail, postage paid. Notice may be waived by any party
      otherwise entitled to receive written notice concerning any matter under
      the terms of this Plan.

10.13 EVIDENCE FURNISHED CONCLUSIVE: Anyone required to give evidence under the
      terms of the Plan may do so by certificate, affidavit, document or other
      information which the person to act in reliance may consider pertinent,
      reliable and genuine, and to have been signed, made or presented by the
      proper party or parties. The Fiduciaries under the Plan will be fully
      protected in acting and relying upon any evidence described under this
      Section.

10.14 RELEASE OF CLAIMS: Any payment to any Participant or Beneficiary, his or
      her legal representative, or to any guardian or committee appointed for
      such Participant or Beneficiary, will, to the extent thereof, be in full
      satisfaction of all claims hereunder against the Administrator and the
      Trustee, either of whom may require such Participant, legal
      representative, Beneficiary, guardian or committee, as a condition
      precedent to such payment, to execute a receipt and release thereof in
      such form as determined by the Administrator or the Trustee.

10.15 MULTIPLE COPIES OF PLAN AND/OR TRUST: This Plan and the related Trust
      Agreement may be executed in any number of counterparts, each of which
      will be deemed an original, but all of which will constitute one and the
      same Agreement or Trust Agreement, as the case may be, and will be binding
      on the respective successors and assigns of the Employer and all other
      parties.

10.16 LIMITATION OF LIABILITY AND INDEMNIFICATION: In addition to and in
      furtherance of any other limitations provided in the Plan, and to the
      extent permitted by applicable law, the Employer will indemnify and hold
      harmless its board of directors (collectively and individually), if any,
      the Administrative/Advisory Committee (collectively and individually), if
      any, and its officers, Employees, and agents against and with respect to
      any and all expenses, losses, liabilities, costs, and claims, including
      legal fees to defend against such liabilities and claims, arising out of
      their good-faith discharge of responsibilities under or incident to the
      Plan, excepting only expenses and liabilities resulting from willful
      misconduct. This indemnity will not preclude such further indemnities as
      may be available under insurance purchased by the Employer or as may be
      provided by the Employer under any by-law, agreement, vote of shareholders
      or disinterested directors, or otherwise, as such indemnities are
      permitted under state law. Payments with respect to any indemnity and
      payment of expenses or fees under this Section will be made only from
      assets of the Employer, and will not be made directly or indirectly from
      assets of the Trust Fund.

                                       61
<PAGE>

           IN WITNESS WHEREOF, this Plan and Trust have been executed by the
Employer and the Trustees as of the day, month and year set forth on page 1 of
this Agreement.


                                                     FREQUENCY ELECTRONICS, INC.


                                                     By


                                                     TRUSTEES


                                                     /s/ Marvin Meirs
                                                     ---------------------------
                                                     Marvin Meirs


                                                     /s/ Markus Hechler
                                                     ---------------------------
                                                     Markus Hechler


                                                     /s/ Robert Klomp
                                                     ---------------------------
                                                     Robert Klomp


                                       62