GOLDMAN SACHS
                            EMPLOYEES' PROFIT SHARING
                             RETIREMENT INCOME PLAN*








* As amended and restated effective July 1, 2000.


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                                TABLE OF CONTENTS
                                -----------------


Section                                                                  Page
-------                                                                  ----

    1    Definitions....................................................... 1

    2    Eligibility for Participation.................................... 11

    3    Retirement........................................................13

    4    Contributions.....................................................13

    5    Allotments........................................................25

    6    Retirement Fund...................................................26

    7    Retirement Allowances.............................................29

    8    Death or Withdrawal...............................................32

    9    Leaves of Absence................................................ 48

   10    Non-Alienation of Benefits....................................... 48

   11    Retirement Fund.................................................. 50

   12    Retirement Fund Accounts......................................... 54

   13    Retirement and Administrative Committees......................... 59

   14    Amendment or Discontinuance...................................... 61

   15    Miscellaneous.................................................... 63

   16    Effective Date................................................... 65

   17    Transfers From J. Aron & Company Thrift and Pension Plans........ 66

   18    Top Heavy Rules.................................................. 68O

<PAGE>


                                  GOLDMAN SACHS

                            EMPLOYEES' PROFIT SHARING
                             RETIREMENT INCOME PLAN


Section 1.  Definitions.

                  The following words and phrases as used herein shall have the
following meanings unless a different meaning is plainly required by the
context:

                  "Accumulated Allotments" shall mean the amount standing to the
         credit of a Participant in his Accumulation Account computed in
         accordance with Section 12 hereof.

                  "Act" means the Employee Retirement Income Security
         Act of 1974.

                  "Administrative Committee" shall mean the committee appointed
         to administer the Plan pursuant to Section 13.

                  "Affiliate" shall mean (i)(A) a partnership in which Group
         has, directly or indirectly, a greater than 50% profit or capital
         interest or (B) a limited liability company in which Group has directly
         or indirectly, a greater than 50% membership interest and (ii) which is
         designated as an Affiliate by the Board of Directors.

                  "Allotment" shall mean such portion of the con tribution to
         the Retirement Fund by an Employer during a given Plan Year as is made
         with respect to a Participant in accordance with Section 5 hereof,
         together with such Participant's share of amounts allotted under para
         graph 3 of Section 8 hereof.

                  "Annual Addition" means, for any year, the sum of the
         following added to a Participant's account for that year: (i) Employer
         contributions under paragraphs 1 and 2 of Section 4, (ii) forfeitures
         under paragraph 3 of Section 8, (iii)(a) for years beginning after
         November 27, 1987, the amount of Voluntary Contributions under
         paragraph 6 of Section 4, and (b) for years beginning prior to November
         28, 1987, the lesser of (x) one-half of such Voluntary Contributions or
         (y) the amounts of such Voluntary Contributions in excess of six
         percent of the Participant's aggregate compensation or Earned Income,
         and (iv) Employer contributions to any other defined contribution plan
         maintained by the Employer.

                  "Beneficiary" shall mean such person or persons as a
         Participant shall have designated as his Beneficiary or Beneficiaries
         in the manner described in paragraph 3 of Section 2 hereof.

                  "Board of Directors" shall mean the Board of Directors of
         Group.

                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended.

                  "Deductible Contributions" shall mean contributions made by
         Employees or Partners as described in Section 4, paragraph 7.

                  "Early Retirement Date" shall mean the date on which a
         Participant first becomes eligible to retire pursuant to Section 3
         hereof.

                  "Earned Income" shall mean (a) the net earnings from
         self-employment (with the Employer) of a Partner for any Plan Year,
         after taking into account contri butions made by the Employer on behalf
         of Employees to any other pension plan or profit sharing plan
         maintained by the Employer and before deducting any contributions to
         this Plan, reduced by (b) contributions made by the Employer on behalf
         of the Partner to any pension or profit sharing plan maintained by the
         Employer (including this Plan).

                  "Employee" shall mean any person employed by an Employer who
         is a citizen or resident of the United States or a nonresident alien
         authorized to participate by the Director of Human Resources of the
         Firm. For purposes of this Plan, the term "Employee" includes only
         individuals who are treated as such on the Employer's payroll and
         personnel records at the time such determination is made. Persons
         treated by the Employer as contingent workers (including independent
         contractors, third-party payroll workers, employees of consulting firms
         and temporary help agencies, even if leased employees within the
         meaning of Section 414(n)(2) of the Code) at the time of the
         determination of the worker's status are specifically excluded.
         Eligibility status at the time of a determination of a worker's
         employment status shall not be changed as a result of a retroactive
         reclassification of a person's employment status. Therefore,
         notwithstanding anything else herein to the contrary, any person
         treated as a contingent worker on the payroll and personnel records of
         the Employer at the time the determination is made shall in no event be
         retroactively eligible for participation in the Plan during the period
         covered by such determination.

                  "Employer" shall mean Group, the Firm, each Affiliate and
         Subsidiary and each other corporation, partnership or limited liability
         company which is designated by the Board of Directors as an Employer,
         collectively.

                  "Firm" shall mean the firm of Goldman, Sachs & Co.
         as now constituted or any copartnership or corporation
         which shall succeed to its business.

                  "Former Participant" shall mean any former Participant whose
         Accumulation Accounts have been closed out.

                  "Group" means The Goldman Sachs Group, Inc.

                  "Hour of Service" shall mean each hour of service for which an
         Employee or Partner is directly or indirectly paid or entitled to be
         paid by an Employer for performance of duties during the Plan Year,
         including vacation, sick leave, disability, holidays, retroactive pay
         and any other similar paid periods. These hours shall be credited to
         the Employee or Partner for the computation period or periods in which
         payment is made or amounts payable to the Employee become due. An Hour
         of Service is also each hour for which back pay, irrespective of
         mitigation of damages, has been either awarded or agreed to by an
         Employer. These hours shall be credited to the Employee or Partner for
         the compu tation period or periods to which the award or agreement
         pertains rather than the period in which the award, agreement or
         payment is made.

                  In crediting Hours of Service pursuant to this paragraph, all
         payments made or due shall be taken into account, whether such payments
         are made directly by an Employer or indirectly (e.g., through a trust
         fund or insurer to which an Employer makes payments, or other wise),
         except that:

                      (i) No more than 501 such Hours of Service shall be
                  credited for any continuous period during which the Employee
                  or Partner performs no duties;

                      (ii) No such Hours of Service shall be credited if
                  payments are made or due under a plan maintained solely for
                  the purpose of complying with any workmen's compensation,
                  unemployment compensation or disability insurance laws; and

                      (iii) No such Hours of Service shall be credited for
                  payments which are made solely to reimburse the Employee or
                  Partner for medical or medically related expenses. The number
                  of Hours of Service, if any, for which

         an Employee or Partner is credited for a period in which he performs no
         duties shall be computed and credited to the applicable computation
         period in accordance with Department of Labor Regulation Sections
         2530.200b-2(b) and (c). For purposes of computing the number of Hours
         of Service to be credited to an Employee or Partner who is not
         compensated on an hourly basis, an Employee or Partner shall be
         credited with 10 Hours of Service for each day in which he completes at
         least one Hour of Service.

                  "Investment Accounts" shall mean the accounts maintained for
         each Participant for his interest in each of the Investment Funds in
         accordance with the provi sions of Section 12.

                  "Investment Funds" shall mean the funds established by the
         Retirement Committee from time to time for the investment of the
         Retirement Fund.

                  "Normal Retirement Date" shall mean in the case of each
         Participant the last day of the month in which occurs his 65th
         birthday.

                  "Participant" shall mean any person for whom an Accumulation
         Account as defined in Section 12 hereof is then carried.

                  "Partner" shall mean a partner who owns an interest in either
         the capital or profits of an Employer.

                  "Plan" shall mean the Goldman Sachs Employees' Profit Sharing
         Retirement Income Plan, as set forth herein and as amended from time to
         time. The Plan is intended to be a profit sharing plan for purposes of
         the qualification requirements of Section 401(a) of the Code.

                  "Plan Year" shall mean Group's fiscal year, the 12-month
         period ending the last Friday in November.

                  "Qualified Nonelective Contributions" shall mean contributions
         by the Employer which are designated by the Firm for purposes of
         paragraph 4 of Section 4, in accordance with paragraph 1(c) of Section
         4, as if they were contributions by the Employer pursuant to para graph
         2 of Section 4.

                  "Retirement" shall mean the cessation of regular active
         service for an Employer pursuant to the provisions of Section 3 hereof
         and shall not include termination of employment for any other cause or
         reason.

                  "Retirement Committee" shall mean the committee appointed
         pursuant to Section 13 with responsibility relating to the investment
         of the Retirement Fund.

                  "Retirement Fund" shall mean the Fund described in Section 6
         hereof.

                  "Rollover Contribution" shall mean a contribution of the
         amount described in Section 402(c)(4), 403(a)(4) or 408(d)(3) of the
         Code.

                  "Salary" shall mean the total compensation earned by an
         Employee during any Plan Year, inclusive of com missions earned by
         salespeople, prior to reduction, if any, under the Goldman Sachs
         Flexible Benefit Plan or any other "cafeteria plan" (within the meaning
         of Section 125 of the Code) of any Employer, but exclusive of overtime,
         reimbursement for expenses, bonuses or other similar distribution;
         provided, however, that in determining Salary under this Plan, no
         compensation in excess of $25,000 per Plan Year shall be taken into
         account. For any Plan Year which consists of less than twelve months,
         Salary shall be limited to $25,000 multiplied by a fraction the
         numerator of which is the number of months in the Plan Year and the
         denominator of which is 12. In the first Plan Year in which an Employee
         is a Participant, his Salary for the Plan Year shall be deemed to be
         his Salary as heretofore set forth multiplied by a fraction of which
         the numerator is the number of entire months during the Plan Year that
         he is a Participant and the denominator is 12. If an Employee performs
         services for more than one Employer in a Plan Year, the Employee's
         Salary for such Plan Year shall be equal to the sum of the Employee's
         Salary from each Employer during such Plan Year.

                  "Stock" means the common stock of Group.

                  "Stock Fund" means the Investment Fund which is
         invested primarily in Stock.

                  "Subsidiary" means any corporation at least 80% of the stock
         of which is owned, directly or indirectly, by Group or by a partnership
         in which Group has, directly or indirectly, a greater than 50% profit
         or capital interest, and which is designated as a Subsidiary by the
         Board of Directors.

                  "Trust Indenture" shall mean the trust indenture with State
         Street Bank and Trust Company, and "Trustee" shall mean State Street
         Bank and Trust Company as trustee thereunder or its successor in such
         trust.

                  "Voluntary Contributions" shall mean contributions made by
         Participants as described in Section 4, para graph 6.

                  "Year of Service". A Participant shall be credited with a Year
         of Service for each completed year of continuous service prior to
         January 1, 1976. Thereafter, for vesting and participation purposes a
         Year of Service means each 12-month period, measured from the date of
         the Employee's or Partner's commencement of service, during which he
         had completed 1,000 Hours of Service for an Employer. For purposes of
         determining Years of Service, there shall be included all Hours of
         Service performed by an Employee or Partner as an employee or partner
         of (i) a trade or business under common control (within the meaning of
         Section 414(c) of the Code) of an Employer or (ii) a corporation which
         is a member of the controlled group of corporations (within the meaning
         of Section 414(b) of the Code) including Group, excluding the period
         prior to which such trade or business is under common control or such
         corporation was a member of such controlled group of corporations,
         except as otherwise provided by the Director of Human Resources of the
         Firm under uniform rules applicable to all similarly situated Employees
         or Partners.

                 The masculine pronoun, whenever used, shall include the
feminine.

Section 2.  Eligibility for Participation.

                  1. An Employee or Partner who was a Participant on November
29, 1985 shall continue to be a Participant in the Plan. Thereafter, every
Employee and Partner of the Employer shall be eligible to become a Participant
as of the first day of the month (a) for purposes of paragraph 1 of Section 4,
after he has attained age 21 and has completed one or more Years of Service for
the Employer, and (b) for all other purposes under the Plan, after he first
becomes an Employee or Partner (but in no event earlier than November 30, 1985).

                  Notwithstanding anything contained herein to the contrary, an
Employee shall not be eligible to participate in the Plan if the Employee (i) is
not a citizen of the United States, is assigned to and principally employed at
an office in the United States and remains eligible to participate under a
retirement plan outside of the United States of Group, the Firm, a Subsidiary or
an Affiliate, (ii) is a U.S. citizen, is hired for and principally employed at
an office outside of the United States and participates in a retirement plan
outside of the United States of Group, the Firm, a Subsidiary or an Affiliate,
or (iii) is employed in a country in which, as determined by the Administrative
Committee, (A) local law prohibits participation in the Plan by such Employee or
(B) requires the registration of any Investment Fund under the securities laws
of such country. For purposes of clause (i) of the preceding sentence, an
Employee shall be considered to be eligible to participate in a retirement plan
if the Employee would be eligible to participate upon satisfying the plan's age
and service requirements; for purposes of clause (ii) of the preceding sentence,
an Employee shall be deemed to participate in a retirement plan during any
applicable waiting period that precedes such Employee's actual admission as a
participant in such plan if the Employee would have participated in such plan in
the absence of the waiting period.

                  2. For the purpose of determining an Employee's or Partner's
Years of Service under this Section 2, an Employee or Partner who is drafted
into the armed services of the United States, or with the approval of the
Employer or the Subsidiary by which he is employed, otherwise enters such
service or any governmental service and who within three months after his
release from such service again becomes an Employee or Partner shall be entitled
to add his period of such military or governmental service to his Years of
Service immediately prior to his entry into such service.

                  3. Every Employee or Partner becoming eligible to become a
Participant shall be furnished with, and shall execute and return to the
Administrative Committee, a form upon which he may designate a Beneficiary. The
Beneficiary so designated may be changed by the Participant at any time or from
time to time during his life by signing and filing with the Administrative
Committee a written notification of change of Beneficiary in such form as shall
be provided by the Administrative Committee. If no person shall be designated as
Beneficiary, or if the designated Beneficiary shall not survive the Participant,
any amount that would have been paid to such Beneficiary shall be paid to the
estate of the deceased Participant. Notwithstanding the foregoing, for purposes
of paragraph 1 of Section 8 a Participant's spouse shall be deemed to be his
Beneficiary unless such spouse consents in writing to the designation of another
Beneficiary.

Section 3.  Retirement

                  Any Participant who has attained age 55 may elect to be
retired at any time thereafter by filing a written application with the
Administrative Committee on such prior notice as it shall prescribe.

Section 4.  Contributions.

                  1. Group shall make a contribution to the Retirement Fund with
respect to each Plan Year of an amount which shall be such percentage of the
total Salaries paid or payable by Group to all Participants who are Employees of
Group with respect to such Plan Year as shall be determined by the Compensation
and Policy Committee of Group prior to the end of each such Plan Year. Each
other Employer shall contribute to the Retirement Fund with respect to each Plan
Year the same amount in relation to the Salaries which it paid to Participants
who are its Employees that Plan Year, as Group shall have contributed for that
Plan Year in relation to the Salaries which the Firm paid to its Employees in
that Plan Year.

                  Contributions under this paragraph may be made in cash, in
Stock or in a combination of cash and Stock. Any contributions made in Stock
shall be allocated initially to the Stock Fund.

                  Group shall designate, at the time contributions are made to
the Plan pursuant to this Paragraph 1, whether all or any portion of the
contributions by Group and each other Employer on behalf of a Member who is not
a highly compensated employee shall be treated as Qualified Nonelective
Contributions.

                  Notwithstanding anything contained in this Paragraph 1 to the
contrary, no contribution shall be made by Group or any other Employer for a
Plan Year with respect to any Participant who has not completed 1,000 Hours of
Service during the Plan Year.

                  2.  Additional Contributions.

                  Notwithstanding any other provisions of the Plan to the
contrary, the Employer shall, upon receipt of an election in writing by a
Participant, make an additional contribution of a percentage (not in excess of
the percentage as determined by Group each year) of the compensation payable to
the Participant and the Earned Income of the Participant. For purposes of this
Paragraph 2, "compensation" means the salary, wages, bonuses and commissions
earned by salespeople, which are payable to a Participant in a Plan Year for or
in respect of employment by the Employer, but excluding overtime and
reimbursement for expenses and computed prior to any reduction pursuant to the
Plan, any cafeteria plan maintained by the Employer pursuant to Section 125 of
the Code. Notwithstanding anything contained herein to the contrary, a
Participant who is on the non-U.S. dollar payroll of an Employer may not make
any additional contributions from his salary, wages or overtime. In no event
shall compensation or Earned Income for purposes of this Paragraph 2 for any
Plan Year beginning after November 26, 1994 exceed $150,000, as adjusted for
increases in the cost of living pursuant to Section 401(a)(17) of the Code.

                  Notwithstanding the foregoing provisions of this Section, in
no event may the Employer make contributions for the account of a Participant
under this Section in any calendar year in excess of $7,000, adjusted for
increases in the cost of living pursuant to Section 402(g)(5) of the Code. If
the limitation of the preceding sentence is exceeded in any calendar year, the
amount of the excess contribution by the Employer for the account of a
Participant under this Section shall be distributed to the Participant (adjusted
for any gain or loss allocable thereto for such calendar year) not later than
the April 15 following the end of such year. If (i) a Participant, not later
than the April 1 following the end of a calendar year, submits a written
statement to the Administrative Committee which sets forth the Participant's
other elective deferrals (as defined in Section 402(g)(3) of the Code) which
were made during such calendar year to another plan qualified under Section
401(a) of the Code and (ii) the sum of such other elective deferrals and the
contributions by the Employer under this paragraph 2 exceeds the amount provided
for in the first sentence of this subparagraph, then the amount of the
contributions by the Employer under this paragraph 2 which are excess elective
deferrals shall be distributed to the Participant no later than the April 15
following the end of such calendar year, adjusted for any gain or loss allocable
thereto for such calendar year.

                  3. All elections under paragraph 2 of Section 4 with respect
to bonuses shall be made by written notice to the Employer prior to the end of
the Plan Year for which the additional contribution is made. Any such election
may be changed or revoked at any time by such written notice to the Employer as
may be prescribed by the Administrative Committee.

                  All elections under paragraph 2 of Section 4 with respect to
compensation other than bonuses and with respect to Earned Income shall be made
on such written notice to the Employer as may be prescribed by the
Administrative Committee. Any such election may be changed no more than twice in
each Plan Year by such written notice to the Employer as may be prescribed by
the Administrative Committee; provided, however, that a Participant may suspend
contributions to the Plan regardless of whether he has already made two changes
during the Plan Year.

                  4. All contributions under the Plan shall be made by each
Employer on or before the date on which it files its Federal income tax return
for the Plan Year or for the taxable year which ends within a Plan Year.
Notwithstanding the provisions of paragraph 2 of this Section, contributions by
the Employer under such paragraph on behalf of the group of Participants
eligible to make elections thereunder who are Highly Compensated Employees shall
be limited to the extent necessary so that the actual deferral percentage for
the Plan Year for such group of Participants does not exceed the greater of:

                  (i) the actual deferral percentage for the Plan Year for the
         group of Participants eligible to make contributions under paragraph 2
         of this Section who are not Highly Compensated Employees multiplied by
         1.25; or

                 (ii) the actual deferral percentage for the Plan Year for such
         group of Participants who are not Highly Compensated Employees
         multiplied by 2.0, provided that the actual deferral percentage for the
         Plan Year for such group of Participants who are Highly Compensated
         Employees does not exceed the actual deferral percentage for the prior
         Plan Year for the group of such Participants who are not Highly
         Compensated Employees by more than two percentage points.

                  If neither of the tests set forth in the preceding paragraph
would be satisfied in any Plan Year, the Administrative Committee shall make the
following adjustments for such Participants who are Highly Compensated
Employees, to the extent necessary to enable one of the tests to be satisfied:

                  (i) first, by reducing the Employer's contribu tions under
         paragraph 2 of this Section with respect to the balance of the
         compensation or Earned Income payable to the Participant for that Plan
         Year; and

                 (ii) second, no later than the end of the following Plan Year,
         by paying to the Participant in cash a portion of the Employer's
         contributions pursuant to paragraph 2 of this Section (adjusted for any
         gain or loss allocable thereto for such Plan Year).

The Administrative Committee shall make the foregoing adjustments by leveling
the highest dollar amount of contributions by the Employers pursuant to
paragraph 2 of this Section until one of such tests is satisfied.

                  For purposes of this paragraph 4:

                  (i) The "actual deferral percentage" for a specific group of
         Employees and Partners for a Plan Year is the average of the ratios
         (calculated separately for each Employee and Partner in the group) of
         (A) the sum of (x) the contributions by the Employers pursuant to
         paragraph 2 of this Section on behalf of each Employee or Partner for
         the Plan Year and (y) the Qualified Nonelective Contributions for the
         Plan Year on behalf of a Participant who is not a Highly Compensated
         Employee to (B) the total compensation or Earned Income of the Employee
         or Partner for the Plan Year.

                 (ii) A "Highly Compensated Employee" for any Plan Year means
         an Employee or Partner who (A) during that Plan Year or the preceding
         Plan Year owned more than 5% of the Stock (as defined in Paragraph 1 of
         Section 1) or of the total combined voting power of the Stock or (B)
         during the preceding Plan Year (x) had total compensation or Earned
         Income in excess of $80,000 (adjusted for increases in the cost of
         living pursuant to Section 414(q)(1) of the Code) and (y) was in the
         top-paid group of Employees. The Administrative Committee may elect to
         make the calculations required for purposes of clause (B) of the
         preceding sentence on the basis of the calendar year beginning with or
         within the preceding Plan Year. An Employee or Partner who is a
         nonresident alien and received no earned income from an Employer which
         constitutes income from sources within the United States shall be
         excluded for purposes of determining who is a Highly Compensated
         Employee.

                  (iii) The "top-paid group of Employees" for any Plan Year are
         those Employees and Partners in the top 20% of Employees and Partners
         when ranked on the basis of total compensation or Earned Income for
         such Plan Year. For purposes of determining who is in the top-paid
         group of Employees, there shall be excluded those Employees and
         Partners who are excluded under Section 414(q)(5) of the Code.

                  (iv) The "total compensation" of an Employee means the wages
         of the Employee from the Employer for the Plan Year as would be
         reported on Internal Revenue Service Form W-2, prior to any reduction
         pursuant to the Plan and any cafeteria plan maintained by the Employer
         pursuant to Section 125 of the Code. In no event shall total
         compensation or Earned Income for purposes of this Paragraph 4 for any
         Plan Year beginning after November 26, 1999 exceed $150,000, as
         adjusted for increases in the cost of living pursuant to Section
         401(a)(17) of the Code.

                  5. An Employee or Partner who has had distributed to him any
portion of his interest in a plan which meets the requirements of Section 401(a)
of the Code (the "Qualified Plan") may, in accordance with procedures approved
by the Administrative Committee, make a Rollover Contribution by transferring
the distribution received from the Qualified Plan to a separate account
maintained for the Employee or Partner under the Plan provided the following
conditions are met:

                  (i) the distribution from the Qualified Plan is (or was) an
         eligible rollover distribution (as defined in Section 402(c)(4) of the
         Code);

                  (ii) the transfer is made (A) on or before the 60th day
         following his receipt of the distribution from the Qualified Plan or
         (B) if such distribution had pre viously been deposited in an
         individual retirement account (as defined in Section 408 of the Code),
         on or before the 60th day following receipt of a distribution from the
         individual retirement account; and

                  (iii) the amount transferred does not exceed the sum of (A)
         the portion of the distribution he received from the Qualified Plan
         which is includible in gross income as determined in accordance with
         Section 402(c)(6) of the Code, (B) the proceeds of the sale of any
         property received in the distribution, if applicable, pursuant to
         Section 402(c)(6) of the Code, and (C) any earnings on such
         distributions during the period, if any, in which the amount was held
         in an individual retirement account.

In addition, an Employee or Partner who is entitled to a distribution of any
portion of his interest in a Qualified Plan may, in accordance with procedures
approved by the Administrative Committee, make a Rollover Contribution by a
direct transfer of the distribution from the Qualified Plan to a separate
account maintained for the Employee or the Partner under the Plan provided the
following conditions are met:

                  (i) the distribution from the Qualified Plan is an eligible
         rollover distribution (as defined in Section 402(c)(4) of the Code);
         and

                  (ii) the amount transferred does not exceed the portion of the
         distribution from the Qualified Plan which is includible in gross
         income as determined in accordance with Section 402(c)(6) of the Code.

                  The Administrative Committee shall develop such procedures,
and may require such information from such Employee or Partner desiring to make
such a transfer, as it deems necessary or desirable to determine that the
proposed transfer will meet the requirements of this paragraph 5.

                  The provisions of this paragraph 5 shall also be applicable to
distributions to former participants from the Goldman, Sachs & Co. Supplemental
Profit Sharing Plan following its termination and "alternate payees" (as such
term is defined in Section 414(p) of the Code) with respect to such
participants.

                  6. Effective with respect to the Plan Year beginning November
25, 1989, no further Voluntary Con tributions may be made to the Plan. Existing
Voluntary Contributions may be withdrawn on such prior written notice as
prescribed by the Administrative Committee from time to time, provided that no
more than one withdrawal may be made in any six-month period.

                  7. In taxable years subsequent to December 31, 1981 and prior
to January 1, 1987, in addition to any Voluntary Contribution which a
Participant elected to make to the Plan pursuant to paragraph 6 of this Section
4, Participants were permitted to make qualified voluntary employee
contributions which were deductible from income, pursuant to Section 219 of the
Internal Revenue Code ("Deductible Contributions"). Except as otherwise provided
in this paragraph 7, the provisions of the Plan governing Voluntary
Contributions shall also be applicable to Deductible Contributions.

                  8. The Administrative Committee may, in its discretion, accept
a transfer to the Plan for the account of any Employee or Partner, from a plan
qualified under Section 401(a) of the Code which is a profit sharing or stock
bonus plan, of all or a part of the balance credited to the account of the
Employee or Partner under such plan. Amounts transferred to the Plan under this
paragraph must be in the form of cash, unless the Administrative Committee,
pursuant to such rules as it deems necessary to the proper administration of the
Retirement Fund, permits such transfer to be made in the form of securities or
other property. Except as otherwise provided under this paragraph, the rules
governing Rollover Contributions shall be applicable to amounts transferred
under this paragraph.

                  9. [reserved]

                  10. In no event shall the Annual Addition on behalf of a
Participant under the Plan for any year exceed the lesser of

                  (a)  $30,000 (or such greater amount as allowable by law), or

                  (b) 25 percent of the Participant's total compensation (as
         defined in paragraph 4 of Section 4) or Earned Income, as the case may
         be.

For purposes of this Section, all defined contribution plans (within the meaning
of Section 414(i) of the Code) shall be treated as one plan.

                  In the event that total contributions would exceed the
limitations imposed by this Section, the appropriate reductions shall be made in
the following order of priority: (i) additional contributions under paragraph 2
of Section 4, (ii) Employer contributions under any other defined contri bution
plan maintained by the Employer, (iii) Employer contributions under paragraph 1
of Section 4 and (iv) for feitures under paragraph 3 of Section 8.

                  11. The Employer shall also pay or make provision for the
payment of all expenses (except taxes) incurred in connection with the
administration of the Plan and the trust created thereunder.

                  12. Notwithstanding anything contained herein to the contrary,
Employer contributions under paragraphs 1 and 2 of this Section 4 for any year
shall not exceed the maximum amount deductible under Section 404 of the Code for
such year. In the event that a deduction is disallowed for all or any part of
such Employer contributions for any year, or in the event Employer contributions
have been made as a result of a mistake of fact, then the Trustee shall, upon
written request made by the Employer within one year of such dis allowance, or
within one year after payment of an Employer contribution made as a result of a
mistake of fact, return, after reduction for losses on the disallowed or
mistaken contribution, (a) to the Employer, the portion of such disallowed or
mistaken contribution attributable to contribu tions under paragraph 1 of this
Section 4, and (b) to Participants, the portion of such disallowed or mistaken
contribution attributable to contributions under paragraph 2 of this Section 4.
In such event, appropriate adjustments shall be made by the Administrative
Committee to the Accumulation Accounts of affected Participants.

Section 5.  Allotments

                  Each contribution made under paragraph 1 of Section 4 hereof
by the Employers to the Retirement Fund with respect to Participants shall be
allocated among all Partici pants who are Employees on the last day of the Plan
Year with respect to which such contribution is made in the proportions that
their respective Salaries during such year bear to the total of all their
Salaries. Each such allotment shall be made as of the last day of such Plan
Year.

Section 6.  Retirement Fund

                  1. The Retirement Fund shall consist of the contributions of
the Employers, Voluntary Contributions and Rollover Contributions, as the same
may be invested from time to time, as provided herein, with the income thereon,
less payments made therefrom. The Retirement Fund shall be held in trust by the
Trustee under a Trust Indenture and shall consist of such Investment Funds
established by the Retirement Committee from time to time.

                  2. The Trustee shall invest the Retirement Fund in accordance
with the Trust Indenture and the directions of Participants and Former
Participants in the manner set forth in paragraphs 3 and 4 of this Section 6.
Notwithstanding anything contained herein to the contrary, in the event that a
contribution under paragraph 1 of Section 4 hereof is made in Stock, the
Allotment to each Participant shall initially be invested in the Stock Fund.

                  3. An investment direction may be made by each Participant and
by each Former Participant whose Retirement Account is held by the Trustee. Each
such Participant and Former Participant may direct the proportion of his
Accumulation, Voluntary Contributions and Rollover Accounts or Retirement
Account which shall be transferred to the Investment Funds. The proportion to be
transferred to any Investment Fund shall be in multiples of 1% of the total
amount in each of his Accumulation, Voluntary Contributions and Rollover
Accounts or his Retirement Account unless the Participant shall stipulate that
such proportions shall apply only to contributions made after the date of
election. Such proportions may be increased or decreased by multiples of 1% of
the total value of each of his Accumulation, Voluntary Contributions and
Rollover Accounts or Retirement Account, as the case may be; provided, however,
that if less than 1% of a Participant's Accumulation, Voluntary Contributions
and Rollover Accounts or Former Participant's Retirement Account is held in an
Investment Fund, the total amount of such Investment Account may be transferred
to the other Investment Funds. In no event may funds in excess of cash or cash
equivalent investments of an Investment Fund which invests primarily in
guaranteed insurance contracts and guaranteed investments with one or more
insurance companies be transferred to an Investment Fund which invests primarily
in (i) fixed income securities, (ii) short-term securities, commercial paper and
other investments with maturities of not more than one year, or (iii) U.S.
government obligations having remaining maturities of five years or less.

                  Notwithstanding the foregoing, the Retirement Committee may
impose such limitation on investments in any Investment Fund as it deems
desirable, provided that such limitations are uniformly applicable to similarly
situated employees.

                  4. An investment direction pursuant to paragraph 3 of this
Section 6 shall be made in accordance with procedures established by the
Retirement Committee. Such direction, which may be made at times in each Plan
Year as specified by the Retirement Committee, shall be a continuing direction
unless and until a revised direction is made, and any such direction shall be
effective with respect to (i) a Former Participant's Retirement Account, (ii) a
Participant's Accumulation Account, Rollover Account and Voluntary Contributions
Account and (iii) future contributions allocated to a Participant's Accumulation
Account.

                  If a Participant fails to make a timely direction under this
paragraph, he shall be deemed to have elected such Investment Fund as is
designated for this purpose by the Retirement Committee. If the investment
manager for an Investment Fund is removed, the assets of such Fund shall be
invested in such other Investment Fund as is designated by the Retirement
Committee until the effective date of the first investment direction a
Participant is permitted to make after being notified of the investment
manager's removal.

Section 7.  Retirement Allowances.

                  1. Upon the Retirement of a Participant, the Retirement
Committee shall determine the amount standing in his Rollover Account, Voluntary
Contributions and the total Accumulated Allotments standing in his Accumulation
Account as of the last day of the month in which Retirement occurs. A
Participant shall have a nonforfeitable right to the total amounts standing in
his Accumulation, Voluntary Contributions and Rollover Accounts as of the date
he attains age 65.

                  2. A Participant may elect to have the total amounts standing
in his Accumulation, Voluntary Contributions and Rollover Accounts applied to
provide one of the following benefit forms:

                  (a)  A lump sum;

                  (b)  Periodic payments payable over a period not
         exceeding 30 years; or

                  (c) A fixed dollar amount to be paid periodically. In no event
may a form of payment be elected which provides for payments over a period
longer than (i) the lives of the Participant and his beneficiary or (ii) the
life expectancy of the Participant and his beneficiary. Notwithstanding the
foregoing, the Retirement Committee shall, at the request of the Participant,
transfer the total amount standing in his Accumulation, Voluntary Contributions
and Rollover Account to a plan qualified under Section 401(a) of the Code in
which the Participant is a member. In such event, there shall be no further
liability under the Plan to the Participant with respect to his Accounts under
the Plan.

                  A Participant may change his election of a form of payment (i)
at any time prior to the commencement of the payment of benefits and (ii) once
in each calendar year after payment of benefits has commenced. In addition, upon
the written request of a Participant following his Retirement, the value of all
or any part of his Accounts shall be paid to him as soon as practicable.

                  3.  Unless a Participant elects otherwise, payment
of benefits shall commence within 60 days of the latest of
the close of the Plan Year in which -

                  (a)  The Participant attains normal retirement age,

                  (b)  occurs the 10th anniversary of the year in which the
         Participant commenced participation in the Plan,

                  (c)  the Participant terminates his service with an Employer.

Notwithstanding the foregoing, benefit payments to a former Participant must
commence no later than April 1 of the calendar year following the calendar year
in which he attains age 70 1/2. Notwithstanding the foregoing, the Retirement
Committee shall, at the request of the Participant, transfer the Participant's
Termination Allowance to a plan qualified under Section 401(a) of the Code in
which the Participant is a member. In such event, there shall be no further
liability under the Plan to the Participant with respect to his accounts under
the Plan. If a distribution is one to which Sections 401(a)(11) and 417 of the
Code do not apply, such distribution may commence less than 30 days after
receiving the notice required under Section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:

                  (1) the Retirement Committee clearly informs the Participant
         that the Participant has a right to a period of at least 30 days after
         receiving the notice to consider the decision of whether or not to
         elect a distribution (and, if applicable, a particular distribution
         option), and

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

                  4. Payments under this Section with respect to the Investment
Account of a Participant which is invested in the Stock Fund shall be made in
cash equal to the value of such Investment Account, unless the Participant
elects to receive a distribution in shares of Stock (provided that the Stock
Fund is then invested in Stock). Notwithstanding the foregoing, no distribution
other than in the form of a lump sum shall be made in shares of Stock. In no
event shall a distribution be made in shares of Stock outside of the United
States if (i) such distribution would violate local law (including exchange
control laws) or (ii) unless determined otherwise by the Administrative
Committee, such distribution would require registration of the Plan under the
securities laws of such country.

Section 8.  Death or Withdrawal

                  1. If a Participant shall die while in the service of an
Employer, the total Accumulation Allotments standing in his Accumulation Account
and his Rollover Account and his Voluntary Contributions Account as of the last
day of the month in which death occurs shall be paid to, or applied for the
benefit of, his Beneficiary, or if such Participant be not survived by any
Beneficiary, then to his estate. Upon receipt of proof of death of the
Participant this amount shall be distributed to the Beneficiary (a) in
accordance with an election made by the Participant prior to January 1, 1984, in
substantially equal installments over the life expectancy (not to exceed thirty
years) of the Beneficiary, subject to the approval of the Administrative
Committee, or (b) in the absence of such an election, in one of the optional
forms referred to in paragraph 2 of Section 7, as elected by the Beneficiary.
Notwithstanding any election referred to in the preceding sentence, the
Beneficiary may revoke such election prior to commencement of distributions by
written notice to the Administrative Committee and elect to receive payment
pursuant to clause (b) of the preceding sentence. Distributions made in
accordance with clause (b) of the second sentence of this paragraph must be
completed within five years of the Participant's death, unless dis tributions
are made to the Participant's Beneficiary, commence within one year of the
Participant's death (or if the Participant's spouse is his Beneficiary, no later
than the date the Participant would have attained age 70 1/2), and are
distributed over the life of the Beneficiary or a period not extending beyond
the life expectancy of the Beneficiary. A Beneficiary may change his election of
a form of payment (i) at any time prior to the commencement of the payment of
benefits and (ii) once in each calendar year after payment of benefits has
commenced. In addition, upon the written request of a Beneficiary, the value of
all or any part of his Accounts shall be paid to him as soon as practicable.

                  2. Upon the death of a Former Participant for whom a
Retirement Account has been established pursuant to para graph 6 of Section 12
hereof, there shall be paid to his Beneficiary, or if such Former Participant is
not survived by any such Beneficiary, then to his estate, any amount then
remaining in such Retirement Account in the same manner and amount as if the
Participant had survived. Upon the written request of the Beneficiary (or
estate), the value of all or any part of the amount then remaining in the
Retirement Account of the Beneficiary (or estate) shall be paid as soon as
practicable.

                  3. If the service of any Participant with an Employer shall
terminate otherwise than by death, Retirement, or total and permanent
disability, the Administrative Committee shall determine his Termination
Allowance as of the last day of the fiscal quarter in which termination occurs.
Such Termination Allowance shall consist of (i) the total amount standing in his
Rollover and Voluntary Contributions Account, (ii) the total Accumulated
Allotments standing in his Accumulation Account which are attributable to (A)
the additional contributions made by the Employer pursuant to paragraph 2 of
Section 4 and (B) Qualified Nonelective Contributions, and (iii) the total
Accumulated Allotments standing in his Accumulation Account which are
attributable to contributions made by the Employer pursuant to paragraph 1 of
Section 4 and which are not Qualified Nonelective Contributions, multiplied by
the appropriate percentage from the following table depending upon the number of
the Years of Service with an Employer at the time of such termination:

             Completed Years of Service                    Percentage
             --------------------------                    ----------
                      Less than 3                                0%
                      3 and over                               100%

                  The Termination Allowance as so determined shall be
distributed to the Participant, or his Beneficiary, (a) in accordance with an
election made by the Participant prior to January 1, 1984 which is not revoked
prior to commencement of distributions, in 30 annual installments, or (b) in the
absence of such an election, in one of the optional forms referred to in
paragraph 2 of Section 7, as elected by the Participant or Beneficiary (as
applicable). In no event may a form of distribution be elected which provides
for payments over a period longer than (i) the lives of the Participant and his
beneficiary or (ii) the life expectancy of the Participant and his beneficiary.
The Participant or Beneficiary (as applicable) may change his election of a form
of payment (i) at any time prior to the commencement of the payment of benefits
and (ii) once in each calendar year after payment of benefits has commenced. In
addition, upon the written request of the Participant or Beneficiary (as
applicable), the value of all or any part of his Accounts shall be paid to him
as soon as practicable.

                  If a Participant's Termination Allowance is in excess of
$5,000 he may, at his election, postpone dis tribution of said allowance until
the April 1 following the calendar year he attains age 70 1/2. In no event shall
the Administrative Committee distribute a Termination Allowance which exceeds
$5,000, without the consent of the Participant, prior to the date he attains age
65. If a distribution is one to which Sections 401(a)(11) and 417 of the Code do
not apply, such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that:

                  (1) the Administrative Committee clearly informs the
         Participant that the Participant has a right to a period of at least 30
         days after receiving the notice to consider the decision of whether or
         not to elect a distribution (and, if applicable, a particular
         distribution option), and

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

If a Participant's Termination Allowance does not exceed $5,000, the Retirement
Committee shall distribute such Allowance without his consent as soon as
administratively practicable following his termination of service with the
Employer.

                  If after November 26, 1999 any Participant terminates service
prior to the completion of three Years of Service, the total of all of his
Accumulated Allotments attributable to contributions by the Employer pursuant to
paragraph 1 of Section 4 shall be credited to a Forfeiture Account for such
Former Participant. Such Forfeiture Account shall be invested by the Trustee in
such Investment Fund as is designated for this purpose by the Retirement
Committee. If the Former Participant returns to the Service of the Employer
within five years after the anniversary of the commencement of his service
coinciding with or next succeeding the termination of his service his Forfeiture
Account shall, upon reparticipation, become the beginning balance of his new
Accumulation Account. If a Forfeiture Account is not reinstated under the
preceding sentence, the amount credited to such Forfeiture Account shall be used
to reduce contributions by the Employers pursuant to paragraph 1 of Section 4.

                  4. If the employment of any Participant with an Employer shall
terminate by reason of total and permanent disability as that term is defined
under the Employer's long-term disability plan and such Participant (a) becomes
eligible for benefits under said contract, or (b) would have become eligible for
benefits under said contract had he been included within the terms of said
contract, the total Accumulation Allotments standing in his Accumulation Account
shall, at such time as elected by the Participant, be distributed as elected by
the Participant in the manner set forth in subparagraphs 2 and 3 of Section 7.
If the employment of any Participant with an Employer shall terminate by reason
of entering into the armed services of the United States, the total Accumulation
Allotments standing in his Accumulation Account shall, at such time as elected
by the Participant, be distributed as elected by the Participant in the manner
set forth in paragraphs 2 and 3 of Section 7.

                  5. Any amount allotted to a Former Participant after his
Accumulation Account has been closed out by reason of termination of his service
shall be credited to his respective Retirement Account, subject to such
reduction as would have been required by paragraph 3 of Section 8 hereof had
such amount been credited to his Accumulation Account at the time of such
termination of Service.

                  6. The facts as shown by the records of the Administrative
Committee at the time of death shall be conclusive as to the identify of the
proper payee, and the records of the Record Keeper shall be conclusive as to the
account, if any, properly payable under the Plan.

                  7. A Participant shall be at all times 100% vested in his
Rollover and Voluntary Contributions Accounts.

                  8. Subject to the approval of the Administrative Committee, a
Participant who has completed 3 Years of Service may, upon a demonstration of
financial hardship, withdraw such portion of his Accumulation Account as the
Administrative Committee, in its discretion, shall approve. A withdrawal on
account of financial hardship with respect to the portion of a Participant's
Accumulation Account attributable to additional contributions made by the
Employer pursuant to paragraph 2 of Section 4 shall be subject to the following
restrictions:

                  (a) The withdrawal shall not exceed the amount the
         Administrative Committee, in its sole discretion, deems necessary to
         satisfy such hardship (including any amounts required to pay income
         taxes or penalties on such withdrawal).

                  (b) No withdrawal shall take place unless the Participant (i)
         has made a withdrawal of the maximum amount permitted under paragraph
         10 of this Section 8 and (ii) has no other resources that are
         reasonably available to him.

                  (c) In no event shall any withdrawal include earnings credited
         after November 24, 1989 to such portion of the Participant's
         Accumulation Account.

                  (d) For these purposes, hardship means the immediate and heavy
         financial need in the personal affairs of the Participant, including
         need on account of (i) expenses (A) for medical care (as described in
         Section 213(d) of the Code) incurred by the Participant, the spouse of
         the Participant, or any of the Partici pant's dependents (as defined in
         Section 152 of the Code), or (B) necessary for such persons to obtain
         medical care, (ii) payment of tuition, related educational fees and
         room and board expenses for the next twelve months of post-secondary
         education for the Participant, the spouse of the Participant, or any of
         the Participant's children or dependents, or (iii) payments necessary
         to prevent the eviction of the Participant from his principal residence
         or foreclosure on the mortgage of the Participant's principal
         residence.

In no event shall any withdrawal on account of financial hardship be made from
the portion of the Participant's Accumulation Account attributable to Qualified
Nonelective Contributions.

                  9. A Participant shall be at all times 100% vested in such
portion of his Accumulation Account which is attributable to (i) the additional
contributions made by the Employer pursuant to paragraph 2 of Section 4 and (ii)
Qualified Nonelective Contributions.

                  10. A Participant who has a balance in his Voluntary
Contributions Account may withdraw any amount but not exceeding the balance of
his Voluntary Contributions Account up to an amount equal to the total of his
Voluntary Contributions as of the next succeeding month of the Plan Year, but
not more frequently than once in any six month period. Subsequent to the
withdrawal of an amount equal to the total of his Voluntary Contributions, a
Participant may withdraw any balance remaining in his Voluntary Contributions
Account.

                  11. If the Administrative Committee determines that a
Participant or his Beneficiary to whom payments are due cannot be located at his
last known address, the Accumulation, Rollover, Voluntary Contributions, or
Retirement Accounts of such individuals shall be forfeited as of the last day of
the Plan Year during which such determination is made. However, if such
Participant or Beneficiary or their estate or authorized representative
(excluding any state government or instrumentality thereof) subsequently submits
a claim for such forfeited amounts, the Employer shall contribute to the Trust
on behalf of such Participant or Beneficiary the amount previously forfeited for
payment of benefits in accordance with the provisions of Section 7 hereof.

                  12. Notwithstanding anything contained herein to the contrary,
payment of the benefits of a Participant who remains in service with the
Employer after the end of the calendar year in which the Participant attains age
70 1/2 will be made or commenced no later than April 1 of the calendar year
following the calendar year in which the Participant retires unless (i) the
Participant elects in writing to commence payment of such benefits prior thereto
or (ii) the Participant owned more than 5% of the Stock at any time during the
Plan Year ending in the calendar year in which the Participant attained age 70
1/2, in which event payment of such Participant's benefits must be made or
commenced no later than April 1 of the calendar year following the calendar year
in which the Participant attained age 70 1/2.

                  13. This paragraph 13 applies to all distributions made under
the Plan on or after January 1, 1993. Notwithstanding any provision of the Plan
to the contrary that would otherwise limit a distributee's election under this
Section, a distributee may elect, at the time and in the manner prescribed by
the Administrative Committee, to have any portion of any eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.

                  For purposes of this Section, the following terms shall have
the meanings set forth below:

                  (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 distribution to the extent such distribution is
         required under Section 401(a)(9) of the Code; any distribution pursuant
         to paragraph 8 of this Section on account of hardship with respect to
         the portion of a Participant's Accumulation Account attributable to
         additional contributions made by the Employer pursuant to paragraph 2
         of Section 4; and the portion of any distribution that is not
         includible in gross income.

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

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

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

                  14. Subject to uniform and non-discriminatory rules
established by the Administrative Committee, the Administrative Committee may,
on application from a Participant who is an Employee or a Partner (other than a
limited partner of the Firm), provide for a loan to the Participant in an amount
(to be determined as of the date of the most recent valuation of the Retirement
Fund coinciding with or next preceding the date of the loan) which, when added
to the outstanding balance of any other loan from the Plan to the Participant,
does not exceed the lesser of (i) the value on such day of the sum of (A) the
Participant's Rollover Account and (B) the portion of the Participant's
Accumulation Account which is attributable to (x) contributions made by the
Employer pursuant to paragraph 2 of Section 4 and (y) Qualified Nonelective
Contributions, or (ii) 50% of the value of the Participant's Accumulation
Account and Rollover Account on such date. In no event may the amount of any
loan be less than $1,000. No more than two loans may be outstanding to a
Participant at any time.

                  As a condition to the making of such loan, the Participant
shall execute and deliver to the Administrative Committee a promissory note
payable to the Trustee of the Retirement Fund in the amount of such loan. A loan
shall be made from the amount credited to the vested portion of the
Participant's Accumulation Account and Rollover Account on a pro rata basis from
each Investment Fund, and, notwithstanding the provisions of paragraph 3 of
Section 12, a Participant's Accumulation Account shall not share in the gain or
loss of an Investment Fund to the extent of the amount of the loan. Loans made
pursuant to this Section shall:

                   (a)  be available to all Participants on a reasonably
         equivalent basis;

                   (b) not be made available to Participants who are highly
         compensated Employees (as such term is defined in paragraph 4 of
         Section 4) in a percentage amount greater than the percentage amount
         made available to other Participants;

                   (c) bear a reasonable rate of interest, as determined by the
         Administrative Committee commensurate with the prevailing interest rate
         charged by persons in the business of lending money for loans which
         would be made under similar circumstances, which shall accrue ratably
         over the period of the loan;

                   (d) be secured by the Participant's pledge of 50% of the
         value of his Accumulation Account and Rollover Account and such
         additional security as the Administrative Committee may require;

                   (e) mature not later than the earlier of (i)(A) five years
         from the date of the loan or (B) ten years from the date of the loan if
         the loan is for the purchase of the Participant's principal residence
         or (ii) the prior termination of service of the Participant for any
         reason; and

                   (f) not exceed an amount which, when added to the outstanding
         balance of any loan to the Participant from the Plan and any other plan
         maintained by the Employer which is qualified under Section 401(a) of
         the Code, equals $50,000, reduced by the excess, if any, of (1) the
         highest outstanding balance of all such loans during the one-year
         period ending on the day before the date of the loan, over (2) the
         outstanding balance of all such loans on the date of the loan.

                  The principal amount of such promissory note plus accrued
interest thereon shall be deducted in determining the amount payable to any
Participant under the provisions of Sections 7 and 8. All payments of interest
on a loan to a Participant shall be credited to his Accumulation Account and
Rollover Account, as applicable.

                  In determining whether to approve an application for a loan,
the Administrative Committee will take into account only those factors which
would be considered in a normal commercial setting by an entity in the business
of making similar types of loans. Such factors shall include
whether the loan will be repaid by payroll deductions or by
direct payment by the Participant.

                  If a Participant defaults in the repayment of a loan, the
outstanding principal amount shall become due and payable immediately. If the
default continues after appropriate efforts have been made to enforce payment of
the loan, the Plan may satisfy the amount due to the Plan by reducing the value
of the Participant's Accumulation Account and Rollover Account under the Plan
which are pledged as security for the loan; provided, however, that no such
reduction shall be made from the portion of the Account which is attributable to
(i) the contributions made by the Employer on behalf of the Participant pursuant
to paragraph 2 of Section 4 and (ii) Qualified Nonelective Contributions, until
a distribution of such amount could have been made pursuant to Section 7 or 8.

                  15. Distributions and withdrawals under this Section with
respect to the Investment Account of a Participant or Former Participant which
is invested in the Stock Fund shall be made in cash equal to the value of such
Investment Account unless the Participant or Beneficiary (or estate), as
applicable, elects to receive a distribution in shares of Stock (provided that
the Stock Fund is then invested in Stock). Notwithstanding the foregoing, no
distribution other than in the form of a lump sum shall be made in shares of
Stock. In no event shall a distribution be made in shares of Stock outside of
the United States if (i) such distribution would violate local law (including
exchange control laws) or (ii) unless determined otherwise by the Administrative
Committee, such distribution would require registration of the Plan under the
securities laws of such country.

Section 9.  Leaves of Absence.

                  Absence on approved leave authorized by the Director of Human
Resources of the Firm (not to exceed 2 years) shall not be considered a
termination of service for any purpose under this Plan, and credit shall be
given under Section 5 hereof for any compensation paid by the Employer during
such absence. All Participants similarly situated shall be treated similarly by
the Employer in determining approved leaves.

Section 10.  Non-Alienation of Benefits.

                  1. No Participant, Former Participant or Bene ficiary shall
have any right to assign, transfer, pledge, encumber, commute, or anticipate any
interest in the Retirement Fund or in any payment to be made under this Plan,
and any attempt so to assign, transfer, pledge, encumber, commute or anticipate
the same shall be void; nor shall any such interest be in any manner subject to
levy, attachment, or other legal process to enforce payment of any claim against
any Participant, Former Participant or Beneficiary.

                  2. If any Participant, Former Participant or Beneficiary shall
become bankrupt or attempt to assign, transfer, pledge, encumber, commute, or
anticipate any interest in the Retirement Fund or in any payment to be made
under this Plan, then such interest shall, in the discretion of the
Administrative Committee, cease and terminate, and in that event the
Administrative Committee shall hold or apply the same to or for the benefit of
such Participant, Former Participant or Beneficiary, his spouse, children, or
other dependents or any of them, in such manner and in such pro portions as the
Administrative Committee may deem proper; provided, however, that no
distribution may be made hereunder sooner than or in an amount greater than
could otherwise have been made to the Participant, Former Participant or
Beneficiary.

                  3. The provisions of this Section shall not prohibit the
payment of benefits in accordance with the applicable requirements of a
qualified domestic relations order, as defined in Section 414(p) of the Code.
Notwith standing anything contained in this Plan to the contrary, a qualified
domestic relations order may provide for the payment of benefits to the
"alternate payee" (as such term is defined in Section 414(p) of the Code) prior
to the date the Participant has attained "earliest retirement age" (as such term
is defined in Section 414(p) of the Code), if payment to the alternate payee is
to be made in a lump sum.

Section 11.  Retirement Fund.

                  1. All assets of the Plan shall constitute a special trust for
use in accordance with the Plan in providing the benefits of the Plan, and no
part of the corpus or income shall be used for or diverted to, purposes other
than for the exclusive benefit of Participant or former Participant or his
Beneficiary under the Plan, nor any other person, shall have any interest in or
right to any part of the earnings of the Retirement Fund, or any rights in, or
to, or under the Retirement Fund or any part of the assets thereof, except as
and to the extent expressly provided in the Plan and Trust. Subject to the
provisions of Section 6, the Trustee shall have exclusive authority and
discretion to manage and control the assets of each of the Investment Funds in
the Retirement Fund, unless the authority to manage, acquire or dispose of such
assets is retained by the Retirement Committee or is delegated to one or more
invest ment managers pursuant to paragraph 2 of this Section 11. The Firm may
from time to time amend the Trust Indenture, and may remove the Trustee as
provided in the Trust Indenture, and upon such removal or upon the resignation
of any Trustee, the Firm shall designate a successor Trustee.

                  2. (a) The Retirement Committee may appoint one or more
investment managers and shall have the power to remove an investment manager at
any time.

                  (b) To the extent provided in the Trust Indenture, the
Retirement Committee may specify that it or an investment manager shall have
authority to manage, acquire, or dispose of the whole or a portion of an
Investment Fund in the Retirement Fund. The Trustee shall not invest or
otherwise manage any part of the Retirement Fund which is subject to the
management of the Retirement Committee or of an investment manager.

                  3. Every Trustee and investment manager shall prepare for each
fiscal quarter a report to the Firm describing the investment performance of
that portion of the Retirement Fund subject to its control.

                  4. To the extent required by the Act or otherwise deemed
appropriate, the Retirement Committee shall designate an independent auditor to
certify the reports prepared in accordance with paragraph 7 of Section 13. Such
auditor shall be the then regular independent auditor of the Firm, unless the
Retirement Committee designates another independent auditor.

                  5. All benefits payable under the Plan are to be paid or
provided solely from the Retirement Fund, and the Firm shall have and assume no
liability or responsibility whatever therefor.

                  6. Each Participant and Former Participant shall be entitled
to direct the Trustee with respect to the voting of shares of Stock represented
by the Investment Account of the Participant or the Former Participant which is
invested in the Stock Fund. The shares of Stock for which no timely instructions
are received from Participants and Former Participants shall be voted by the
Trustee in the same proportion as the shares of such Stock for which timely
instructions are received from Participants and Former Participants.
Participants and Former Participants shall be named fiduciaries, within the
meaning of Section 403(a)(1) of ERISA, with respect to the instructions given
under this Section.

                  The Retirement Committee shall establish and maintain a
procedure by which Participants and Former Participants shall be timely notified
of their right to direct the voting of Stock, and the manner in which any such
directions are to be conveyed to the Trustee. Group shall prepare all materials
necessary to give effect to this Section, including proxies and related
materials, and shall mail or otherwise deliver all such materials to each
Participant and Former Participant entitled to exercise voting rights pursuant
to this paragraph. All directions by Participants and Former Participants shall
be held in strict confidence and shall not be disclosed to any person.

                  7. Each Participant and Former Participant shall be entitled
to instruct the Trustee that all, but not less than all, of the shares of Stock
represented by the Investment Account of the Participant or Former Participant
which is invested in the Stock Fund shall be tendered or exchanged in the event
of a tender or exchange offer for the Stock. The Trustee shall not tender such
shares unless the Participant or Former Participant has timely directed the
Trustee to do so in response to a request for instructions as to whether to
tender such shares. Participants and Former Participants shall be named
fiduciaries, within the meaning of Section 403(a)(1) of ERISA, with respect to
the instructions given under this paragraph. The Retirement Committee and the
Trustee shall establish a procedure by which Participants and Former
Participants shall be timely notified of their right to direct the tender or
exchange of Stock of the Company, and the manner in which any such directions
are to be conveyed to the Trustee. Group shall promptly provide to Participants
and Former Participants a copy of any such tender or exchange offer and any
other information distributed to shareholders of Group. All instructions by
Participants and Former Participants shall be held in strict confidence and
shall not be disclosed to any person. Any securities received by the Trustee as
a result of a tender or exchange as provided in this paragraph shall be held,
and any cash so received shall be invested in short- term investments, pending
directions by the Retirement Committee.

Section 12.  Retirement Fund Accounts.

                  1. As of the last day of each month in the Plan Year, every
Trustee and investment manager shall make a valuation of the Investment Fund
which is subject to its control.

                  2. The Administrative Committee shall cause to be maintained
accounts of the Retirement Fund to be known respectively as Accumulation
Accounts, Retirement Accounts, Rollover Accounts, Voluntary Contributions
Accounts, and such other account as hereinafter provided and as the
Administrative Committee may determine.

                  3. As of the beginning of the last day of the Plan Year in
which an Employee or Partner first becomes eligible to become a Participant in
accordance with Section 2 hereof, a separate account, known as an Accumulation
Account, shall be established for him and shall thereafter be carried for him
and under his name until closed out as hereinafter provided. In such
Accumulation Account shall be shown all Allotments made with respect to such
Participant and such Account shall include a separate account for such Par
ticipant's interest in each of the Investment Funds, increased or decreased from
time to time by the amount of any income or capital gain or loss, as the case
may be, pursuant to the provisions of subparagraph (c) of this paragraph. The
amount standing in any Accumulation Account at any time, known as the
"Accumulated Allotments", of the Participant shall be determined as follows:

                  (a) The total amount of each Allotment shall be promptly
         entered under the Accumulation Account standing in the name of the
         Participant with respect to whom it is made;

                  (b) Promptly after each contribution is entered under the
         respective Accumulation Account of each Employee, the percentage of
         such contribution to be invested in each of the Investment Funds,
         pursuant to Section 6 of the Plan, shall be entered under the separate
         account maintained for each Participant for his interest in each
         Investment Fund;

                  (c) As of the last day of each month of each Plan Year, and as
         of such additional dates, if any, as the Retirement Committee may deem
         advisable, a valuation shall be made of each Accumulation Account of
         Participants by the Administrative Committee. In making such valuation,
         the Administrative Committee shall first determine the value of the
         interests in each Investment Fund in the Retirement Fund of each
         Participant. In making such valuation, the Administrative Committee
         shall first obtain the current market value of each Investment Fund,
         including cash and income accrued on fixed-interest bearing
         obligations, which shall constitute that portion of each of the
         Investment Funds allocable to Participants. The value of the interest
         of each Participant in each Investment Fund shall then be fixed at a
         sum equal to that proportion of the then value of that portion of each
         Investment Fund allocable to Participants, as so determined, which the
         amount credited to the interest of such Participant in each such
         Investment Fund as of the date of the last previous valuation bore to
         the value of the portion of such Investment Fund then allocable to
         Participant. Each Accumulation Account of each Participant shall be an
         amount equal to the sum of the values of his interests in each
         Investment Fund, as so determined; provided that, in making such
         computation as of any date as of which Employee Allotments are added to
         the respective Accumulation Account of Participants, the then value of
         the Retirement Fund and the amount then standing in each respective
         Accumulation Account of Participants shall first be determined without
         regard to such Allotments, after which the full amount of each such
         Allotment shall be added to the respective Accumulation Account.

                  4. As of the date an individual makes a Rollover Contribution
to the Retirement Fund, a separate account entitled "Rollover Account" shall be
established for such individual, and pursuant to Section 6 such account shall
include a separate account for such individual's interest in each of the
Investment Funds, increased or decreased from time to time by the amount of any
income or capital gain or loss, as the case may be, pursuant to the provisions
of this paragraph. The funds so held in such Rollover Accounts will be treated
and valued by the Administrative Committee for all purposes as if they were
Accumulation Accounts, except they shall not participate in any increase in
value by reason of any forfeitures or any Employer contributions to the Plan
under Section 4.

                  5. As of the first date an individual makes a Voluntary
Contribution to the Retirement Fund, a separate account entitled "Voluntary
Contributions Account" shall be established for such individual, and pursuant to
Section 6 such account shall include a separate account for such individual's
interest in each of the Investment Funds, increased or decreased from time to
time by the amount of any income or capital gain or loss, as the case may be,
pursuant to the provisions of this paragraph. The funds so held in such
Voluntary Contributions Accounts will be treated and valued by the
Administrative Committee for all purposes as if they were Accumulation Accounts,
except they shall not participate in any increase in value by reason of any
forfeitures or any Employer contributions to the Plan under Section 4.

                  6. Upon the termination of employment of any Participant, in
the event that the amount of his Accumulated Allotments or Termination Allowance
(including Rollover and Voluntary Contributions) shall be paid in a series of
payments, such amount shall be transferred to a Retirement Account to be
maintained under the name of the Former Par ticipant. There shall also be
credited to such Retirement Account any amount described in paragraph 5 of
Section 8 hereof which is allotted to the Former Participant as pro vided under
paragraph 7 of Section 8 hereof. The funds so held in such Retirement Accounts
will be treated and valued by the Administrative Committee for all purposes as
if they were Accumulation Accounts, except they shall not participate in any
increases in value by reason of any contributions to the Plan under Section 4 or
forfeitures under Section 8.

                  The amount of each payment pursuant to this Plan thereafter
made to the Former Participant (and/or to his Beneficiary or estate) shall be
charged to the Retirement Account standing in his name until the funds held
therein are exhausted. The Retirement Committee shall direct every Trustee and
investment manager and the Administrative Committee as to which Investment Fund
and Investment Account shall be reduced by payments charged against his
Retirement Account. After the funds held in such Retirement Account have been
exhausted by such payment, all liability to such Former Participant (and/or to
his Beneficiary or estate) shall cease, regardless of whether the aggregate
payments made therefrom shall have been greater or less than the amount of the
Accumulated Allotments or Termination Allowance originally transferred into such
Retirement Account at the time it was established.

Section 13.  Retirement and Administrative Committees.

                  1. The Board of Directors shall appoint two committees: (i)
the Retirement Committee, which shall have the power to appoint investment
managers as provided in Paragraph 2 of Section 11, as well as the other duties
set forth in the Plan relating to the investment of the Retirement Fund and (ii)
the Administrative Committee, which shall have the responsibility relating to
the administration of the Plan. Each Committee shall consist of at least three
persons who are appointed from time to time by and who shall serve at the
pleasure of the Board of Directors. Any vacancy in either Committee arising by
resignation, removal, death or otherwise shall be filled by the Board of
Directors. The members of both Committees shall serve without compensation from
the Plan for their services.

                  No Participant who is a member of the Administrative Committee
shall participate in the determination by the Committee as to the disposition of
his own Accumulated Allotments.

                  2. All resolutions or other actions taken by either Committee
at any meeting shall me by the vote of a majority of those present at such
meeting. Upon concurrence in writing of a majority of the members at the time in
office, action of the Committee may be taken otherwise than at a meeting.

                  The members of each Committee may elect a chairman or
co-chairmen who must be a member (or members) of the Committee and shall elect
one or more secretaries and assistant secretaries who may, but need not, be
members of the Committee. Each Committee may adopt such rules for the exercise
of its duties and the conduct of its affairs, may appoint from their number such
committees with such powers as they shall determine, may authorize one or more
of their members as agent to execute or deliver any instrument or instruments in
their behalf, and may employ such counsel and agents and other services as they
may require in carrying out their duties. Each Committee shall be entitled to
rely conclusively upon, and shall be fully protected in any action taken by it
in good faith in relying upon, any opinions or reports which shall be furnished
to it by any such counsel or other service provider employed by it.

                  Each Committee shall keep a record of all its proceedings and
acts and shall keep or cause to be kept all such books of account, records and
other data as may be necessary in connection with the performance of its
function hereunder.

                  3. Except as herein otherwise expressly provided, each
Committee shall have the exclusive right to interpret the provisions of the Plan
relating to its functions under the Plan and to determine any question arising
thereunder or in connection with the administration of its duties under the
Plan; and its decision or action in respect thereof shall be conclusive and
binding upon any and all Participants, Beneficiaries, heirs, distributees,
executors, administrators and assigns.

                  4. The Retirement Committee shall have the sole responsibility
for establishing investment policies for the Plan and investment guidelines for
the Trustee and investment manager. The Retirement Committee shall communicate
the appropriate investment policies and guidelines to the Trustee and each
investment manager.

Section 14.  Amendment or Discontinuance.

                  1. The provisions of this Plan may be amended at any time and
from time to time by the Board of Directors or, as set forth below, the
Compensation Policy Committee of Group and the Director of Human Resources of
the Firm; provided, however, that no amendment shall have the effect of
divesting any Participant or Former Participant of any part of the interest
under the Plan vested in him at the time of such amendment; and provided further
that no amendment shall be effective unless the assets of the Plan, as amended,
never inure to the benefit of any Employer and shall continue to be held for the
exclusive purpose of providing benefits to Participants, Former Participants and
their Beneficiaries and defraying reasonable expenses of administering the Plan
(including the payment of taxes), except as provided in Paragraph 12 of Section
4. The Compensation Policy Committee of Group may adopt any amendment of the
Plan other than an amendment which would result in a significant increase in the
cost of the Plan. The Director of Human Resources of the Firm may adopt any
amendment of the Plan which is required to comply with changes in law or
regulations applicable to the Plan, unless such changes would have a significant
increase in the cost of the Plan or significantly reduce or increase benefits in
the Plan.

                  2. This Plan may be discontinued with respect to any Employer
at any time by notice from the Board of Directors of the Firm to the Trustee,
any investment manager and the Administrative Committee; and in case of such
discontinuance the Administrative Committee shall thereupon make provisions by
which the amount of any Accumulated Allotments then standing in the name of any
Participant with respect to whom the Plan has been discontinued, any Rollover
Account, Voluntary Contributions Account, or any balance then remaining in the
Retirement Account established for any Former Participant with respect to whom
the Plan has been discontinued, as the case may be, shall be distributed
pursuant to Section 7 of this Plan. Upon termination or partial termination of
the Plan with respect to any Employer or upon complete discontinuance of
contributions thereunder, all Accumulated Allotments then standing in the name
of each Participant or with respect to whom the Plan has been dis continued and
all balances then remaining in the Retirement Account established for any Former
Participant with respect to whom the Plan has been discontinued shall become
fully vested.

Section 15.  Miscellaneous.

                  1. Neither the establishment of this Plan nor the making of
contributions by the Employers nor any action of the Employers, the Retirement
Committee, the Administrative Committee or the Trustee shall be held or
construed to confer upon any person any legal right to be continued as an
employee of any Employer; and each employer expressly reserves the right to
discharge any employee whenever the interest of the Employer in its sole
judgment may so require, without liability to the Employer, the Retirement
Committee, the Administrative Committee or the Trustee, except as to any right
which may be conferred upon such employee under the Plan with respect to the
Accumulated Allotment, Voluntary Contributions Account and Rollover Account
standing in his name.

                  2. The Administrative Committee shall make all determinations
as to the right of the Participant or Beneficiary to a benefit. Any denial by
the Administrative Committee of a claim for benefits under the Plan by a
Participant, spouse or Beneficiary shall be stated in writing by such Committee
and delivered or mailed to the Participant or Beneficiary within 90 days after
the receipt of a claim; and such notice shall set forth the specific reason for
the denial, specific references to pertinent Plan provisions on which the denial
is based, a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or
information is necessary and an explanation of the Plan's claim review
procedure, written in a manner calculated to be understood by the claimant. In
addition, any Participant, spouse or Beneficiary whose claim for benefits is
denied (or his duly authorized representatives) may, within 60 days after
receipt of denial of his claim submit a written request for review to the
Administrative Committee, review pertinent documents and submit issues and
comments in writing. The Administrative Committee shall notify the claimant of
its decision on review within 60 days after receipt of a request for review. The
decision on review shall be written in a manner calculated to be understood by
the claimant and shall include specific reasons for the decisions and specific
references to pertinent Plan provisions on which the decision is based. The
90-day and 60-day periods described in this paragraph may be extended at the
discretion of the Administrative Committee for a second 90- or 60-day period, as
the case may be, provided that written notice of the extension is furnished to
the claimant prior to the termination of the initial period, indicating the
special circumstances requiring such extension of time and the date by which a
final decision is expected.

                  3. To the extent not inconsistent with the Act, all questions
pertaining to the construction, regulation, validity and effect of the
provisions of this Plan shall be determined in accordance with the laws of the
State of New York.

                  4. In the case of any merger or consolidation of this Plan
with, or transfer of assets or liabilities of this Plan to any other plan
qualified under Section 401(a) of the Code after September 2, 1974, each
Participant of this Plan shall receive a benefit immediately after the merger,
con solidation, or transfer which is equal to or greater than the benefit he
would have been entitled to receive immediately before the merger,
consolidation, or transfer.

                  5. Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Code and loan
repayments will be suspended under this Plan as permitted under Section 414(u)
of the Code.

Section 16.  Effective Date.

                  This Plan shall be effective as of January 1, 1945.

Section 17.  Transfers From J. Aron & Company Thrift and
             Pension Plans.

                  1. In the event the accounts of participants in the Thrift
Plan of J. Aron & Company (the "Thrift Plan") and Pension Plan of J. Aron &
Company (the "Pension Plan") are transferred to the Plan, then separate accounts
shall be maintained under the Plan for the amounts transferred from the Thrift
Plan and the Pension Plan. A Participant's interest in the separate accounts
shall be 100% vested and nonforfeitable at all times.

                  2. Valuation under Section 12 shall be determined separately
for the separate accounts and the other accounts maintained for the Participants
which are referred to in Section 12. Notwithstanding anything contained herein
to the contrary, if the Participant is married, then with respect to the
separate account attributable to amounts transferred from the Pension Plan:

                  (a) payments upon the Participant's retirement or termination
         of service with an Employer for any reason other than death must,
         unless the spouse consents in writing, within the 90-day period ending
         on the date payments commence, to an election of a different form of
         payment (including a different beneficiary), be made in the form of a
         joint and survivor annuity (i.e., an annuity for the life of the
         Participant and a survivor annuity after his death to his spouse for
         life in an amount equal to 50% of the annuity being paid to the
         Participant); and

                  (b) payments upon the Participant's termination of service
         with an Employer by reason of his death must, unless the spouse
         consents in writing to an election of a different form of payment
         (including a different beneficiary), be made in the form of an annuity
         for the spouse's life of an amount which is the actuarial equivalent of
         not less than 50% of such separate account, commencing on the later of
         the date of the Participant's death or the date the Participant would
         have attained age 55.

                  The election referred to in (b) above may be filed, revoked or
changed at any time but shall not be effective until the first day of the Plan
Year in which the Participant attains age 35, or, if the Participant terminates
service with an Employer prior to such date, such election shall be effective on
the date the Participant terminates service.

Section 18.  Top Heavy Rules.

                  1.  For purposes of this Section, the following
definitions shall be applicable:

                  (a) "Key Employees" means an Employee or former Employee who
         at any time during the Plan Year ending on the Determination Date or
         any of the preceding four Plan Years (i) is (or was) an officer of
         Group who had the greatest annual compensation during such five Plan
         Years (limited to the 50 officers of Group) or (ii) owns (or owned) (A)
         one of the 10 largest interests in Group, (B) more than 5% of the Stock
         or of the total combined voting power of the Stock, or (iii) more than
         1% of the Stock or 1% of the total combined voting power of the Stock
         and has (or had) total compensation from Group and any subsidiary or
         affiliate in excess of $150,000.

                  (b) "Non-Key Employees" means any Employee or Partner who is
         not a Key Employee.

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

                  (d) "Qualified Plan" means any plan maintained by the Employer
         which satisfies the qualification requirements of Section 401(a) of the
         Code.

                  (e) "Aggregation Group" means (A) each Qualified Plan in which
         one or more Key Employees are partici pants, (B) each Qualified Plan
         that enables a Qualified Plan in which one or more Key Employees are
         participants to satisfy the requirements of Section 401(a)(4) or
         Section 410 of the Code, and (C) each Qualified Plan that the Firm
         designates as part of the Aggregation Group, provided that the
         resulting Aggregation Group satisfies the requirements of Section
         401(a)(4) and Section 410 of the Code.

                  (f) "Stock" means the outstanding stock of Group.

                  2.  The Plan will be top heavy for any Plan Year
beginning on or after December 1, 1984 if as of the Determination Date for such
Plan Year, the sum of (a) the aggregate of the present value of accrued benefits
for Key Employees under each defined benefit plan (as defined in Section 414(j)
of the Code) in the Aggregation Group and (b) the aggregate of the value of the
accounts for Key Employees under each defined contribution plan (as defined in
Section 414(i) of the Code) in the Aggregation Group, exceeds 60% of the sum of
the present value of accrued benefits and the value of accounts for Key
Employees and Non-Key Employees under each Qualified Plan in the Aggregation
Group.

                  In determining the present value of accrued bene fits and the
value of accounts:

                  (i) there shall be included any distributions made from the
         Qualified Plan with respect to the Key Employee or Non-Key Employee
         during the five-year period ending on the Determination Date;

                  (ii) there shall be excluded the present value of accrued
         benefits and the value of accounts with respect to a Key Employee or
         Non-Key Employee who has not received any Compensation from an Employer
         at any time during the five-year period ending on the Determination
         Date; and

                  (iii) the present value of accrued benefits shall be
         determined by using the actuarial assumptions specified by the Firm,
         which shall be the same as the actuarial assumptions used for this
         purpose for each other defined benefit plan in the Aggregation Group.

                  3. If the Plan is Top Heavy in any Plan Year, each Participant
who is a Non-Key Employee shall receive a minimum contribution from his Employer
of 3% of his total compen sation for such Plan Year. Notwithstanding the
foregoing:

                  (a) a minimum contribution shall not be made with respect to a
         Non-Key Employee to the extent he has been provided with the minimum
         benefit required by Sec tion 416(c) of the Code with respect to such
         Plan Year under a Qualified Plan which is a defined plan; and

                  (b) the minimum contribution percentage under this Section
         shall in no event exceed the highest percentage of the total
         compensation at which contributions are made by the Employer for such
         Plan Year for the account of any Key Employee.