<PAGE>

                                                                   EXHIBIT 10.20

                          WERNER HOLDING CO. (DE), INC.
                              EMPLOYEE SAVINGS PLAN

               (As Amended and Restated Effective January 1, 2002)

<PAGE>

                                    CONTENTS

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                    INTRODUCTION                                                  1

ARTICLE      I      DEFINITIONS                                                   4

ARTICLE     II      ELIGIBILITY AND PARTICIPATION

          2.01      Eligibility                                                  13
          2.02      Participation                                                13
          2.03      Termination and Reemployment                                 15

ARTICLE    III      SERVICE

          3.01      Definitions                                                  16
          3.02      Applicable Computation Period                                18

ARTICLE     IV      CONTRIBUTIONS

          4.01      Company Matching Contributions                               19
          4.02      Salary Reduction Contributions                               19
          4.03      Voluntary Employee Contributions                             27
          4.04      Company Contribution                                         28
          4.05      Special Rules Relating to Reemployed Veterans                30

ARTICLE      V      ALLOCATIONS, ACCOUNTING, AND ADJUSTMENTS

          5.01      Composition of Trust Fund                                    33
          5.02      Allocation of Earnings to Accounts                           33
          5.03      Timing of Allocation of Company Contribution
                      and Company Matching Contributions                         33
          5.04      Allocation of Other Contributions                            34
          5.05      Maximum Annual Additions                                     34
          5.06      Participation in Defined Benefit Plan                        38
          5.07      Allocation of Company Contributions and
                      Company Matching Contributions                             40
          5.08      Participant Election of Investment Funds                     45
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                                i
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                                    CONTENTS
                                   (continued)

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ARTICLE     VI      VESTING

          6.01      Company Contribution Account                                 46
          6.02      Termination of Employment                                    46
          6.03      Effect of Breaks in Service                                  49
          6.04      Salary Reduction Contribution Account and
                      Voluntary Employee Contribution Account                    49

ARTICLE    VII      TIME AND METHOD OF PAYMENT

          7.01      Manner of Payment                                            50
          7.02      Time of Payment                                              52
          7.03      Payments to Beneficiaries                                    54
          7.04      Distribution of Unallocated Contributions                    56
          7.05      Certain Retroactive Payments                                 57
          7.06      Direct Rollovers                                             57
          7.07      Immediate Distributions to Alternate Payees                  59

ARTICLE   VIII      LOANS AND OTHER WITHDRAWALS

          8.01      Availability of Loans                                        60
          8.02      Multiple Loans Prohibited                                    64
          8.03      Hardship Withdrawal                                          65
          8.04      Withdrawals After Age Fifty-Nine and One-Half (59 1/2)       67
          8.05      Voluntary Employee Contributions                             68
          8.06      Rollover Contributions                                       68

ARTICLE     IX      ROLLOVERS AND TRANSFERS

          9.01      Rollovers                                                    69
          9.02      Transfers                                                    70
          9.03      Rollover Account                                             70
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                                       ii
<PAGE>

                                    CONTENTS
                                   (continued)

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ARTICLE       X     TOP-HEAVY PROVISIONS

          10.01     Effective Date                                              72
          10.02     Definitions                                                 72
          10.03     Special Code Section 415 Limitations                        77
          10.04     Minimum Allocation Requirements                             78
          10.05     Minimum Vesting Requirements                                79

ARTICLE      XI     MANAGEMENT OF FUNDS

          11.01     Appointment of Trustee                                      81
          11.02     Assets of Trust                                             81
          11.03     Reversion of Company Contributions                          81

ARTICLE     XII     ADMINISTRATION OF PLAN

          12.01     Plan Administrator                                          83
          12.02     Rights, Powers, and Duties of Plan Administrator            83
          12.03     Exercise of Plan Administrator's Duties                     85
          12.04     Indemnification of Fiduciaries                              85
          12.05     Compensation                                                86

ARTICLE    XIII     CLAIMS PROCEDURES

          13.01     Claims Review                                               87
          13.02     Appeals Procedure                                           88
          13.03     Disability Claims Procedures                                88

ARTICLE     XIV     AMENDMENT AND TERMINATION

          14.01     Termination                                                 92
          14.02     Right to Amend, Modify, Change, or Revise Plan              93
          14.03     Merger and Consolidation of Plan; Transfer of Plan Assets   94
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                                      iii
<PAGE>

                                    CONTENTS
                                   (continued)

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ARTICLE      XV     MISCELLANEOUS

          15.01     No Contract of Employment                                   95
          15.02     Restrictions Upon Assignments and Creditors' Claims         95
          15.03     Restriction of Claims Against Trust                         96
          15.04     Benefits Payable by Trust                                   96
          15.05     Successor to Company                                        96
          15.06     Applicable Law                                              97
          15.07     Data                                                        97
          15.08     Internal Revenue Service Approval                           97

ARTICLE XVI         MINMUM REQUIRED DISTRIBUTIONS                               98
</TABLE>

                                       iv
<PAGE>

                          WERNER HOLDING CO. (DE), INC.
                              EMPLOYEE SAVINGS PLAN

Effective August 1, 1987, R. D. Werner Co., Inc. (hereinafter referred to as the
"Sponsoring Company"), a corporation organized and existing under the laws of
the State of Pennsylvania, adopted the R. D. Werner Co., Inc. Salaried Employees
Savings Plan. Effective December 31, 1989, the name of the R. D. Werner Co.,
Inc. Salaried Employees Savings Plan was changed to the Werner Holding Co. (DE),
Inc. Salaried Employees Savings Plan.

Effective December 31, 1989, Florida Ladder Company, Gold Medal Ladder Co.,
Manufacturers Indemnity and Insurance Company of America, Kentucky Ladder
Company, and Werner Management Inc. adopted the Werner Holding Co. (DE), Inc.
Salaried Employees Savings Plan and assets relating to salaried employees from
prior plans were transferred to the Werner Holding Co. (DE), Inc. Salaried
Employees Savings Plan.

Effective January 2, 1990, Phoenix Management Services, Inc. adopted the Werner
Holding Co. (DE), Inc. Salaried Employees Savings Plan.

Effective June 1, 1987, the Sponsoring Company adopted the R. D. Werner Co.,
Inc. Employees Savings Plan For Employees Covered Under the USWA Local 3713,
Greenville, Pennsylvania, Collective Bargaining Agreement (the "Local 3713
Plan").

Effective October 1, 1987, the Sponsoring Company adopted the R. D. Werner Co.,
Inc. Employees Savings Plan For Employees Covered Under IAM & UAW Local 2032
Collective Bargaining Agreement (the "Local 2032 Plan").

Effective October 1, 1987, the Sponsoring Company adopted the R. D. Werner Co.,
Inc. Employees Savings Plan For Employees Covered Under Teamsters Local 261
Collective Bargaining Agreement (the "Local 261 Plan").

                                       1
<PAGE>

Effective June 30, 1989, the Sponsoring Company adopted the R. D. Werner Co.,
Inc. Employee Savings Plan For Employees Covered Under the S.M.W. Local 170,
Bell, California, Collective Bargaining Agreement (the "Local 170 Bell Plan").

Effective November 30, 1989, the Sponsoring Company adopted the R. D. Werner
Co., Inc. Anniston Division Hourly Employee 401(k) Plan (the "Anniston Plan").

Effective August 1, 1987, Florida Ladder Company adopted the Florida Ladder
Company Employee Savings Plan (the "Florida Ladder Plan").

Effective September 1, 1989, Kentucky Ladder Company adopted the Kentucky Ladder
Company Hourly Employee 401(k) Pension Plan (the "Kentucky Ladder Plan").

Effective August 1, 1987, Gold Medal Ladder Co. adopted the Gold Medal Ladder
Co. Employee Savings Plan (the "Gold Medal Ladder Plan").

Effective January 1, 1991, Werner Holding Co. (DE), Inc. adopted the Werner
Holding Co. (DE), Inc. Employee Savings Plan (the "Plan") and the assets of the
Werner Holding Co. (DE), Inc. Salaried Employees Savings Plan were transferred
to and merged with the Plan.

Effective January 1, 1991, R. D. Werner Co., Inc., Florida Ladder Company, Gold
Medal Ladder Co., Manufacturers Indemnity and Insurance Company of America,
Kentucky Ladder Company, Werner Management Inc., and Phoenix Management
Services, Inc. became participating employers under the Plan.

Effective January 1, 1991, the assets of the Local 3713 Plan, the Local 2032
Plan, the Local 261 Plan, the Local 170 Bell Plan, the Anniston Plan, the
Florida Ladder Plan, the Gold Medal Ladder Plan, and the Kentucky Ladder Plan
were transferred to and merged into the Plan.

Effective January 1, 1997, the Plan is hereby restated in order to comply with
changes promulgated under the Uruguay Round Agreements Act, the Uniformed
Services Employment and Reemployment Rights Act, the Small Business Protection
Act of 1996, and the Taxpayer Relief Act of 1997.

                                       2
<PAGE>

Effective January 1, 2002, the Plan is hereby restated to reflect certain
provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA"). This amendment is intended as good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder.

This restatement of the Plan shall not in any way affect the rights of Employees
who participated in the Plan in accordance with its provisions prior to January
1, 2002. All matters relating to the benefits, if any, payable to such Employees
(or their Beneficiaries) based upon events occurring prior to January 1, 2002
shall, except as otherwise expressly provided herein, be determined in
accordance with the applicable provisions of the Plan as in effect on such date.

                                       3
<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

Whenever used herein with the initial letter capitalized, words and phrases
shall have the meanings stated below unless a different meaning is plainly
required by context. For purposes of construction of this Plan, the masculine
term shall include the feminine and the singular shall include the plural in all
cases in which they could thus be applied.

ACCOUNT(S) means the separate Account or Accounts which are maintained for the
benefit of each Participant.

ACCOUNT BALANCE(S) means, for each Participant, the total balance standing to
his credit under his Account or Accounts on the date of reference determined in
accordance with valuation procedures described in Section 5.02.

AFFILIATE means any corporation or other business entity which is included in a
controlled group of corporations within which the Company is also included, as
provided in Section 414(b) of the Code (as modified, for purposes of Sections
5.05 and 5.06 of the Plan, by Section 415(h) of the Code); or which is a trade
or business under common control with the Company, as provided in Section 414(c)
of the Code (as modified, for purposes of Sections 5.05 and 5.06 of the Plan, by
Section 415(h) of the Code); or which constitutes a member of an affiliated
service group within which the Company is also included, as provided in Section
414(m) of the Code; or which is required to be aggregated with the Company
pursuant to regulations issued under Section 414(o) of the Code.

ALTERNATE PAYEE means any spouse, former spouse, child, or other dependent of a
Participant who is recognized by a Domestic Relations Order as having a right to
receive all or a portion of a Participant's benefits payable under the Plan.

ANNISTON DIVISION means the Anniston division of Werner Co.

                                       4
<PAGE>

APPROVED ABSENCE means an absence from work approved by the Participating
Employer under uniform rules and conditions for all Employees, and shall include
a military leave.

BENEFICIARY means the person or persons or other entity designated by a
Participant to receive any benefits under the Plan which may be due upon the
Participant's death.

BENEFIT COMMENCEMENT DATE means the first day of the first period for which a
benefit is payable for Plan Years beginning on or after January 1, 2002.

BREAK IN SERVICE means an interruption in service as defined in Section 3.01.

CODE means the Internal Revenue Code of 1986, as amended from time to time.

COMPANY means Werner Holding Co. (DE), Inc.

COMPANY CONTRIBUTION ACCOUNT means the separate Account which shall be
maintained by the Trustee for each Participant to reflect all Company
Contributions and all Company Matching Contributions made on behalf of such
Participant and any earnings thereon.

COMPANY CONTRIBUTIONS means the amount the Participating Employer may pay to the
Trust on behalf of each Participant for each Plan Year, as set forth in Section
4.04 of the Plan.

COMPANY MATCHING CONTRIBUTIONS means the amount the Participating Employer may
pay to the Trust on behalf of a Nonunion Employee Participant for each Plan
Year, as set forth in Section 4.01 of the Plan.

                                       5
<PAGE>

COMPENSATION means the total amount of cash compensation paid to an Employee by
the Participating Employer in a Plan Year for Federal income tax purposes,
including commissions, bonuses, overtime, and amounts deferred under a salary
reduction agreement pursuant to Section 401(k) or Section 125 of the Code, but
excluding any other extraordinary remuneration. If an Employee becomes a
Participant during a Plan Year, his Compensation in such Plan Year, for purposes
of determining the amount of the Company Contributions contributed on his behalf
pursuant to Section 4.04 of the Plan, shall be his Compensation for the full
Plan Year multiplied by a fraction, the numerator of which shall be his months
of Plan participation and the denominator of which shall be twelve (12). For all
other purposes, if an Employee becomes a Participant during a Plan Year, his
Compensation shall be his Compensation for the full Plan Year.

Effective for Plan Years beginning prior to January 1, 2002, the annual
Compensation of each Employee taken into account under the Plan shall not exceed
the OBRA '93 annual compensation limit. The OBRA '93 annual compensation limit
is one hundred fifty thousand dollars ($150,000), as adjusted by the
Commissioner for increases in the cost-of-living in accordance with Section
401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a
calendar year applies to any period, not exceeding twelve (12) months, over
which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than twelve (12)
months, the OBRA '93 annual compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination period, and
the denominator of which is twelve (12). Any reference in is Plan to the
limitation under Section 401(a)(17) of the Code shall mean the OBRA '93 annual
compensation limit set forth in this provision. For Plan Years beginning prior
to January 1, 1997, in determining the Compensation of a Participant for
purposes of this limitation, the rules of Section 414(q)(6) of the Code relating
to the treatment of certain family members shall apply, except that, in applying
such rules, the term "family" shall include only the spouse of the Participant
and any lineal descendants of the Participant who have not attained age nineteen
(19) before the close of the Plan Year. If, as a result of the application of
such rules, the adjusted one hundred fifty thousand dollar ($150,000) limitation
is exceeded, then the limitation shall be prorated among the affected
Participants in proportion

                                       6
<PAGE>

to each such Participant's Compensation, as determined under this provision
prior to the application of this limitation.

Effective for Plan Years beginning on or after January 1, 2002, the Compensation
of each Participant taken into account in determining allocations for any Plan
Year shall not exceed two hundred thousand dollars ($200,000), as adjusted for
cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code.
Compensation means compensation during the Plan Year or such other consecutive
12-month period over which Compensation is otherwise determined under the Plan
(the determination period). The cost-of-living adjustment in effect for a
calendar year applies to Compensation for the determination period that begins
with or within such calendar year.

For purposes of the limitation on allocations under Code Section 415,
Compensation is further defined in Section 5.05 of the Plan.

DOMESTIC RELATIONS ORDER means any judgment, decree, or order (including
approval of a property settlement agreement) that relates to the provision of
child support, alimony payments, or marital property rights to an Alternate
Payee and is made pursuant to a state domestic relations law, including a
community property law.

EARLY RETIREMENT AGE means the age at which the Participant terminates his
employment on or after he completes five (5) Years of Service and has attained
age fifty-five (55).

EFFECTIVE DATE means January 1, 2002.

EMPLOYEE means a person employed by the Company or any Affiliate and shall
include any leased employee deemed to be an Employee as provided in Section
414(n) of the Code.

ENTRY DATE means the first day of the month coincident with or next following
fulfilling the eligibility requirements of Section 2.01.

                                       7
<PAGE>

FORFEITURE means the portion of a Participant's Company Contribution Account to
which he is not entitled, as determined under Section 6.02.

HOUR OF SERVICE means:

         (a)      Each hour for which an Employee is paid or entitled to payment
                  for the performance of duties for the Participating Employer,
                  the Company, or an Affiliate. These hours shall be credited to
                  the Employee for the computation period or periods in which
                  the duties are performed; and

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

         (c)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Participating
                  Employer, the Company, or an Affiliate. The same Hours of
                  Service shall not be credited both under paragraph (a) or
                  paragraph (b), as the case may be, and under this paragraph
                  (c). These hours shall be credited to the Employee for the
                  computation period or periods to which the award, agreement,
                  or payment pertains rather than the computation period in
                  which the award, agreement, or payment is made.

         (d)      In the event that records are not kept which accurately
                  reflect the number of hours worked, an Employee will be
                  credited with forty-five (45) Hours of Service for each week
                  in which he would be credited with at least one (1) Hour of
                  Service.

                                       8
<PAGE>

         (e)      Effective December 12, 1994, an Employee shall be credited
                  with Hours of Service for his period of Qualified Military
                  Service upon such Employee's return to work with a
                  Participating Employer, the Company or an Affiliate to the
                  extent required by USERRA.

LIMITATION YEAR means the Plan Year.

NONUNION EMPLOYEE means an Employee who is not a Union Employee.

NORMAL RETIREMENT AGE means a Participant's sixty-fifth birthday.

PARTICIPANT means an Employee who fulfills the eligibility requirements as
provided in Article II and who continues to qualify as a Participant.

PARTICIPATING EMPLOYER means the Company and any Affiliate which adopts this
Plan with the approval of the Company.

PLAN means the Werner Holding Co. (DE), Inc. Employee Savings Plan.

PLAN ADMINISTRATOR means the Company, which shall serve pursuant to the terms of
Article XII.

PLAN YEAR means the twelve (12) month period which begins on January 1 and which
ends on December 31.

PRIOR PLAN means any of the following plans:

         (a)      The Werner Holding Co. (DE), Inc. Salaried Employees Savings
                  Plan;

                                       9
<PAGE>

         (b)      The R. D. Werner Co., Inc. Employees Savings Plan For
                  Employees Covered Under the USWA Local 3713, Greenville,
                  Pennsylvania, Collective Bargaining Agreement;

         (c)      The R. D. Werner Co., Inc. Employees Savings Plan For
                  Employees Covered Under IAM & UAW Local 2032 Collective
                  Bargaining Agreement;

         (d)      The R. D. Werner Co., Inc. Employees Savings Plan For
                  Employees Covered Under Teamsters Local 261 Collective
                  Bargaining Agreement;

         (e)      The R. D. Werner Co., Inc. Employees Savings Plan For
                  Employees Covered Under the S.M.W. Local 170, Bell,
                  California, Collective Bargaining Agreement;

         (f)      The R. D. Werner Co., Inc., Anniston Division Hourly Employee
                  401(k) Plan;

         (g)      The Kentucky Ladder Company Hourly Employee 401(k) Pension
                  Plan; and

         (h)      The Florida Ladder Company Employees Savings Plan.

QUALIFIED DOMESTIC RELATIONS ORDER means any Domestic Relations Order that
creates, recognizes, or assigns to an Alternate Payee the right to receive all
or a portion of a Participant's benefits payable hereunder and meets the
requirements of Section 414(p) of the Code.

QUALIFIED MILITARY SERVICE means any service in the uniformed services (as
defined in USERRA) by any Employee if such Employee is entitled to reemployment
rights under USERRA with respect to such service.

                                       10
<PAGE>

ROLLOVER ACCOUNT means the separate Account which shall be maintained for a
Participant or Employee to reflect any Rollover Contributions made by the
Participant or Employee, and any earnings thereon.

ROLLOVER CONTRIBUTIONS means the contributions made by a Participant or
Employee, as set forth in Section 9.01 of the Plan.

SALARY REDUCTION CONTRIBUTION ACCOUNT means the separate Account maintained for
each Participant who elects a salary reduction pursuant to Section 4.02 of the
Plan to reflect all of his Salary Reduction Contributions and any earnings
thereon.

SALARY REDUCTION CONTRIBUTIONS means the contributions made by the Participating
Employer that are attributable to the reduction in salary a Participant agrees
to accept from the Participating Employer each Plan Year, as set forth in
Section 4.02 of the Plan.

TOTAL AND PERMANENT DISABILITY means a Participant is unable for physical or
mental reasons for the foreseeable future to perform his normal work for the
Participating Employer or any other work for which he is qualified by reason of
education, training, or experience, as determined by a competent physician
chosen by the Plan Administrator or upon adjudication by the Social Security
Administration that the Participant is disabled within the meaning of the Social
Security Act. Uniform standards shall apply to Participants in similar
conditions.

TRUST AGREEMENT or TRUST means, respectively, the trust agreement establishing
the Werner Holding Co. (DE), Inc. Employee Savings Trust, as amended from time
to time, and the trust established thereunder.

TRUST FUND means all cash, securities, real estate, or any other property held
by the Trustee pursuant to the terms of the Trust Agreement, together with
income therefrom.

TRUSTEE means the person, persons, or entity appointed by the Company as
provided under Section 11.01 of the Plan to act as Trustee of the Trust.

                                       11
<PAGE>

UNION EMPLOYEE means an Employee who is a member of the USWA Local 3713, the IAM
& UAW Local 2032, the Teamsters Local 261, the S.M.W. Local 170, or the Textile
Processors Service Trades, Health Care, Professional and Technical Employees
International Union #218 (FLC).

USERRA means the Uniformed Services Employment and Reemployment Rights Act of
1994.

VALUATION DATE means each day of the Plan Year.

VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT means the separate Account maintained
for each Participant who elects to make a Voluntary Employee Contribution
pursuant to Section 4.03 of the Plan to reflect all of his Voluntary Employee
Contributions and any earnings thereon.

VOLUNTARY EMPLOYEE CONTRIBUTIONS means the contributions made to the Trust as
set forth in Section 4.03 of the Plan.

                                       12
<PAGE>

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

2.01     ELIGIBILITY

         In general, each Employee of a Partcipating Employer is eligible to
         participate in the Plan. As an exception, Employees who are members of
         a collective bargaining unit are not eligible to participate in the
         Plan unless and until, and then only for as long as, the applicable
         collective bargaining agreement provides for participation in the Plan.

         The following Sections 2.02 and 2.03 govern the timing of commencement
         and re-commencement of participation in the Plan but in their
         application are limited at all times to Employees who are eligible as
         set forth in this Section 2.01.

2.02     PARTICIPATION

         Each Employee who was a Participant in the Plan on the day prior to the
         Effective Date shall continue to participate in the Plan on the
         Effective Date if still employed by a Participating Employer on that
         date.

         Each other Employee of a Participating Employer shall become a
         Participant in the Plan as follows:

         (a)      A nonsalaried Employee of Florida Ladder Company, Kentucky
                  Ladder Company, Gold Medal Ladder Company, and the Anniston
                  Division shall become a Participant in the Plan on his Date of
                  Employment. The preceding sentence notwithstanding, such an
                  Employee shall not be eligible to make Salary Reduction
                  Contributions pursuant to Section 4.02 until the Entry Date
                  coincident with or next following completion of Six (6) Months
                  of Service after his Date of Employment or Reemployment, if
                  applicable,

                                       13
<PAGE>

                  or, effective October 1, 1999, as of the first of the month
                  following his Date of Employment or Reemployment, if
                  applicable (if the Date of Employment or Reemployment falls
                  before the 15th of the month) or the first of the second month
                  following his Date of Employment or Reemployment, if
                  applicable (if the Date of Employment or Reemployment falls on
                  or after the 15th of the month).

         (b)      A Union Employee who is a member of the S.M.W. Local 170 or
                  USWA Local 3713 shall become a Participant in the Plan on his
                  Date of Employment. The preceding sentence notwithstanding,
                  such an Employee shall not be eligible to make Salary
                  Reduction Contributions pursuant to Section 4.02 until the
                  Entry Date coincident with or next following completion of Six
                  (6) Months of Service after his Date of Employment or
                  Reemployment, if applicable, or effective October 1, 1999, as
                  of the first of the month following his Date of Employment or
                  Reemployment, if applicable (if the Date of Employment or
                  Reemployment falls before the 15th of the month) or the first
                  of the second month following his Date of Employment or
                  Reemployment, if applicable (if the Date of Employment or
                  Reemployment falls on or after the 15th of the month).

         (c)      All other Employees shall become a Participant in the Plan on
                  the Entry Date coincident with or next following completion of
                  Six (6) Months of Service after his Date of Employment or
                  Reemployment, if applicable, or effective October 1, 1999, as
                  of the first of the month following his Date of Employment or
                  Reemployment, if applicable (if the Date of Employment or
                  Reemployment falls before the 15th of the month) or the first
                  of the second month following his Date of Employment or
                  Reemployment, if applicable (if the Date of Employment or
                  Reemployment falls on or after the 15th of the month).

         (d)      Notwithstanding the foregoing, effective January 1, 1987,
                  "leased employees" shall not be eligible to participate in the
                  Plan. The term

                                       14
<PAGE>

                  "leased employee" means any person (other than an employee of
                  the Company or any Affiliate) who, pursuant to an agreement
                  between the Company or an Affiliate (the "recipient") and any
                  other person ("leasing organization"), has performed services
                  for the recipient on a substantially full-time basis for a
                  period of at least one (1) year, and such services are
                  performed under the primary direction and control of the
                  recipient. A leased employee shall not be considered an
                  employee of the recipient if: (1) such leased employee is
                  covered by a money purchase plan providing: (i) a
                  nonintegrated employer contribution rate of at least ten
                  percent (10%) of compensation, as defined in Section 415(c)(3)
                  of the Code, including amounts contributed pursuant to a
                  salary reduction agreement which are excludable from the
                  leased employee's gross income under Section 125, Section
                  402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the Code,
                  (ii) immediate participation, and (iii) full vesting; and (2)
                  leased employees do not constitute more than 20 percent (20%)
                  of the recipient's nonhighly compensated work force.

2.03     TERMINATION AND REEMPLOYMENT

         (a)      A Participant who terminates employment and is subsequently
                  reemployed shall become a Participant on the Entry Date
                  coincident with or next following his Date of Reemployment.

         (b)      An Employee who terminates employment before becoming a
                  Participant and is reemployed before incurring a Break in
                  Service shall become a Participant when he satisfies the
                  eligibility requirements of Section 2.02, based on his
                  original Date of Employment.

         (c)      An Employee who terminates employment before becoming a
                  Participant and is reemployed after incurring a Break in
                  Service shall become a Participant when he satisfies the
                  eligibility requirements of Section 2.02, based on his Date of
                  Reemployment.

                                       15
<PAGE>

                                   ARTICLE III
                                     SERVICE

3.01     DEFINITIONS

         ANNIVERSARY YEAR means the twelve (12) consecutive month period
         commencing on an Employee's Date of Employment or Date of Reemployment,
         if applicable, and anniversaries of such date.

         BREAK IN SERVICE means a one (1) year period, commencing on an
         Employee's Severance From Service, during which such Employee does not
         perform duties for a Participating Employer or an Affiliate.

         DATE OF EMPLOYMENT or DATE OF REEMPLOYMENT means the date on which an
         Employee first completes an Hour of Service after employment or
         reemployment with a Participating Employer, if applicable.

         MID-YEAR ANNIVERSARY DATE means the date which is the first day
         following the six (6) month period commencing on the Participant's Date
         of Employment or Date of Reemployment, if applicable.

         MONTHS OF SERVICE means any calendar month in which an Employee
         completes at least one (1) Hour of Service.

         SEVERANCE FROM SERVICE means the earlier of the following dates:

         (a)      The date on which an Employee terminates employment, is
                  discharged, retires, or dies; or

         (b)      The first anniversary of the first day of a period in which an
                  Employee remains absent from service (with or without pay)
                  from the Company or an

                                       16
<PAGE>

                  Affiliated Company for any reason other than a reason listed
                  in paragraph (a). An Employee who fails to return to
                  employment at the expiration of a leave of absence approved by
                  the Employer shall be deemed to have incurred a Severance From
                  Service on the first to occur of the expiration of his leave
                  or the first anniversary of the first day of his absence.

         Notwithstanding anything herein to the contrary, for purposes of
         determining whether a one (1) year Break in Service has occurred, an
         Employee shall not incur a Severance From Service due to an absence for
         maternity or paternity reasons until the second anniversary of the
         first date of such absence. For purposes of this paragraph, an absence
         from work for maternity or paternity reasons means an absence:

         (a)      By reason of the pregnancy of the individual;

         (b)      By reason of a birth of a child of the individual; or

         (c)      By reason of the placement of a child with the individual in
                  connection with the adoption of such child by such individual.

         SIX (6) MONTHS OF SERVICE means a computation period in which an
         Employee completes at least five hundred (500) Hours of Service.

         YEAR OF VESTING SERVICE means a unit of service credited to an Employee
         for purposes of determining the nonforfeitable balance of the
         Participant's Accounts.

         (a)      An Employee shall be credited with one (1) Year of Vesting
                  Service for each full year in the period commencing on his
                  Date of Employment or Date of Reemployment and ending on his
                  Severance From Service. An Employee also shall be credited
                  with one three-hundred-sixty-fifth (1/365)

                                       17
<PAGE>

                  of a Year of Vesting Service for each additional day in such
                  period for which he did not receive credit pursuant to the
                  preceding sentence.

         (b)      A former Employee who is reemployed and who performs duties
                  for the Company or an Affiliated Company within twelve (12)
                  calendar months of his Severance From Service shall be
                  credited with the entire period of his absence as if he had
                  worked each day during such period.

3.02     APPLICABLE COMPUTATION PERIOD

         (a)      For purposes of determining whether an Employee has completed
                  Six (6) Months of Service, the applicable computation period
                  shall be the six (6) consecutive month period commencing on
                  (1) the Participant's Date of Employment or Date of
                  Reemployment, if applicable, and (2) the Participant's
                  Mid-Year Anniversary Date, and anniversaries of such dates.

         (b)      For purposes of determining an Employee's Years of Vesting
                  Service, the following rules shall apply:

                  (1)      Years of Vesting Service for Nonunion Employees,
                           other than Nonunion Employees of the Anniston
                           Division, shall not include computation periods prior
                           to the effective date of a Prior Plan in which such
                           individual was eligible to participate.

                  (2)      For Union Employees who are members of the IAM & UAW
                           Local 2032 or the Teamsters Local 261. Years of
                           Vesting Service shall not include periods prior to
                           the effective date of a Prior Plan in which such
                           individual was eligible to participate.

                                       18
<PAGE>

                                   ARTICLE IV
                                  CONTRIBUTIONS

4.01     COMPANY MATCHING CONTRIBUTIONS

         Each Plan Year, the Participating Employer shall contribute to the
         Trust Fund on behalf of each Nonunion Employee of such Participating
         Employer a Company Matching Contribution equal to fifty percent (50%)
         of such individual's Salary Reduction Contribution for such year. In
         applying the Company Matching Contribution percentage specified above,
         Salary Reduction Contributions in excess of four percent (4%) of
         Compensation shall be disregarded. The Participating Employer will not
         make a Company Matching Contribution for "catch up" Salary Reduction
         Contributions as described in Section 4.02(h). Company Matching
         Contributions shall be paid to the Trustee monthly, but not later than
         the time prescribed by law for filing the Company's Federal income tax
         return for the year, including any extensions thereof. Notwithstanding
         the above, Company Matching Contributions, Company Contributions, and
         Salary Reduction Contributions for any year shall not exceed the
         maximum amount deductible by the Participating Employer for such year
         for Federal income tax purposes under Section 404 of the Code. All
         Company Matching Contributions, Company Contributions, and Salary
         Reduction Contributions are specifically conditioned on their
         deductibility under Section 404 of the Code.

4.02     SALARY REDUCTION CONTRIBUTIONS

         (a)      Subject to any delayed effective date provided in Section 2.02
                  and to the limits provided in Section 4.02(e), 4.02(f) and
                  5.05, each Participant shall have the option to enter into a
                  written salary reduction agreement with the Participating
                  Employer. A salary reduction agreement shall provide that the
                  Participant agrees to accept a reduction in Compensation from
                  the Participating Employer equal to any whole percentage from
                  one percent (1%)

                                       19
<PAGE>

                  to eighty percent (80%) of his Compensation, as elected by the
                  Participant with the following three exceptions. First,
                  Participants who are members of a collective bargaining unit
                  may, in accordance with the applicable collective bargaining
                  agreement or past practice, elect a reduction equal to a
                  number of cents per hour (rather than a percentage of
                  Compensation). Second, in the salary reduction agreement, a
                  Participant may specify that the reduction shall not apply to
                  that portion of his Compensation which represents bonuses.
                  Third, in the salary reduction agreement, a Participant may
                  specify any whole percentage (up to eighty percent (80%)) as
                  being applicable to any gainsharing to which the Participant
                  may become entitled, after reduction for taxes. Prior to
                  January 1, 2002, Participants' salary reduction agreements
                  were limited to fifteen (15%) of Compensation.

                  The Participating Employer shall contribute to the Trust Fund,
                  as soon as practicable after the end of each payroll period,
                  but not later than the fifteenth (15) business days following
                  the month in which the Salary Reduction Contributions are
                  withheld or received by the Participating Employer, an amount
                  equal to the Salary Reduction Contributions of all
                  Participants of such Participating Employer for such payroll
                  period.

         (b)      Each Participant may change the rate of his Salary Reduction
                  Contribution by filing a new salary reduction agreement with
                  the Participating Employer. The new rate shall become
                  effective as soon as practicable after receipt of the new
                  salary reduction agreement by the Participating Employer. Such
                  new salary reduction agreement shall be applicable to all
                  Compensation earned thereafter.

         (c)      Each Participant may discontinue his Salary Reduction
                  Contributions by notifying the Participating Employer in
                  writing. The discontinuance will become effective as soon as
                  practicable after receipt of such written notice by the
                  Participating Employer and will apply to all Compensation
                  earned thereafter.

                                       20
<PAGE>

         (d)      The Company shall direct the Trustee to establish and maintain
                  a Salary Reduction Contribution Account in the name of each
                  Participant who elects to enter into a salary reduction
                  agreement.

         (e)      Notwithstanding the above, the maximum amount of Salary
                  Reduction Contributions which can be made on behalf of each
                  Participant in any calendar year shall not exceed the dollar
                  limitation contained in Section 402(g) of the Code in effect
                  for such calendar year, except to the extent permitted under
                  Section 4.02(h) and Section 414(v) of the Code, if applicable.
                  In the event that a Participant's Salary Reduction
                  Contributions for any calendar year exceed the maximum
                  permissible amount (and/or in the event that the Participant
                  has had more than such amount of such contributions made on
                  his behalf under this Plan and any other qualified plans of
                  any employer or any other plans subject to Section 402(g) of
                  the Code in which he is covered and has, by writing,
                  communicated to the Plan Administrator prior to March 1 of the
                  year following the year for which such contributions were made
                  the amount of such excess contributions which are to be
                  attributed to this Plan), such excess amount shall be included
                  in such Participant's taxable earnings for such year. Such
                  excess contributions (and income) shall be distributed to the
                  Participant prior to April 15 of the year following the year
                  to which the excess contributions relate and shall be
                  designated by the Plan as a distribution of excess
                  contributions (and income) under Section 402(g) of the Code.

                  When excess contributions are distributed, the amount to be
                  distributed shall be increased by earnings thereon or reduced
                  by losses thereon for the calendar year and for the period
                  between the end of the calendar year and the date of
                  distribution. (Earnings and losses shall be determined without
                  regard to whether there has been realized appreciation or
                  loss.)

                                       21
<PAGE>

                  The earnings or losses allocable to the excess contributions
                  for the calendar year are determined by multiplying net
                  earnings or losses for the calendar year in the Participant's
                  Salary Reduction Contribution Account by a fraction. The
                  numerator of the fraction is the amount of the excess
                  contributions on behalf of the Participant for the calendar
                  year. The denominator of the fraction is the total balance of
                  the Participant's Salary Reduction Contribution Account as of
                  the last day of the calendar year, reduced by the gain
                  allocable to such Account for the calendar year or increased
                  by the loss allocable to such Account for the calendar year.

                  The earnings or losses for the period between the end of the
                  calendar year and the date of the corrective distribution
                  shall be equal to ten percent (10%) of the earnings or losses
                  allocable to excess contributions for the calendar year
                  multiplied by the number of calendar months that have elapsed
                  since the end of the calendar year. For purposes of
                  determining the number of calendar months that have elapsed, a
                  distribution occurring on or before the 15th day of the month
                  will be treated as having been made on the last day of the
                  preceding month and the distribution occurring after such 15th
                  day will be treated as having been made on the first day of
                  the next month.

                  In the event that amounts are to be distributed to
                  Participants as a result of excess contributions under this
                  paragraph (e) and in the event that amounts have been
                  distributed previously to Participants as a result of excess
                  contributions under paragraph (f) below, the excess
                  contributions (plus earnings or reduced by losses thereon) for
                  purposes of this paragraph shall be reduced by any excess
                  contributions (plus earnings or reduced by losses thereon)
                  described in paragraph (f) below which have been distributed
                  previously.

         (f)      Notwithstanding the amount or rate of salary reduction chosen
                  by the Participant in the salary reduction agreement between
                  the Participant and

                                       22
<PAGE>

                  the Participating Employer, the Plan Administrator has
                  authority to reduce the amount or rate of salary reduction (i)
                  of any Employee to the extent necessary or appropriate to
                  ensure that the limitations of Section 5.05 are not exceeded
                  and (ii) of any highly compensated Employee to the extent
                  necessary or appropriate to ensure that one (1) of the
                  following nondiscrimination tests contained in Section 401(k)
                  of the Code is satisfied for any Plan Year, included
                  across-the-board limitations based on estimates of the maximum
                  amount or rate of Salary Reduction Contributions that is
                  expected to be permissible under those tests:

                  (1)      Effective January 1, 1997, the actual deferral
                           percentage for the Plan Year for eligible
                           Participants who are highly compensated Employees as
                           a group is not more than one and one-quarter (1 1/4)
                           times the actual deferral percentage for the same
                           Plan Year for all other eligible Participants as a
                           group; or

                  (2)      Effective January 1, 1997, the actual deferral
                           percentage for the Plan Year for eligible
                           Participants who are highly compensated Employees as
                           a group is not more than two (2) percentage points
                           (or, for Plan Years beginning prior to January 1,
                           2002, such lesser amount as the Secretary of the
                           Treasury shall prescribe to prevent the multiple use
                           of this alternative limitation with respect to any
                           highly compensated Employee) greater than, and not
                           more than two (2) times, the actual deferral
                           percentage for the same Plan Year for all other
                           eligible Participants as a group.

                  (3)      If the Company elects to change the testing method,
                           the Plan must be amended to reflect such change. The
                           Plan may change from the current year testing method
                           to the prior year testing method only if the Plan
                           meets the requirements for changing to prior year
                           testing set forth in Internal Revenue Service Notice
                           98-1 (or superseding guidance).

                                       23
<PAGE>

                  (4)      Deferral percentages shall be rounded to the nearest
                           one-hundredth of one percentage point (1/100).

                  For purposes of this paragraph (f), effective January 1, 1997,
                  a "highly compensated Employee" for a Plan Year is any
                  Employee who:

                  (1)      Was at any time a five percent (5%) owner of the
                           Participating Employer (within the meaning of Section
                           416(i)(1) of the Code) during such Plan Year or the
                           immediately preceding Plan Year; or

                  (2)      Received compensation from the Participating Employer
                           and Affiliates for the preceding Plan Year in excess
                           of eighty thousand dollars ($80,000) (or such other
                           amount as determined under Section 414(q) of the
                           Code).

                  A former Employee who had a separation year prior to the Plan
                  Year for which the determination is made who was a highly
                  compensated Employee for either such former Employee's final
                  year of employment or any determination year ending on or
                  after the Employee's fifty-fifth birthday shall be included as
                  a highly compensated Employee.

                  All determinations of highly compensated Employees shall be
                  made in accordance with Section 414(q) of the Code.

                  For purposes of this paragraph (f), the "actual deferral
                  percentage" for a Plan Year for a group of eligible
                  Participants is the average of the ratios (calculated
                  separately for each eligible Participant in such group) of the
                  amount of Salary Reduction Contributions credited to an
                  eligible Participant's Salary Reduction Contribution Account
                  for such Plan Year to the eligible Participant's compensation,
                  as defined in Section 414(s) of the Code, for such Plan Year.
                  The actual deferral percentage of an eligible

                                       24
<PAGE>

                  Participant who is a "highly compensated Employee" for the
                  Plan Year and who is eligible to make salary reduction
                  contributions under two (2) or more plans or arrangements
                  described in Section 401(k) of the Code that are maintained by
                  a Participating Employer or Affiliate shall be determined as
                  if all such salary reduction contributions were made under a
                  single arrangement. Prior to January 1, 1997, if an eligible
                  highly compensated Employee is subject to the family
                  aggregation rules because he is either a five percent (5%)
                  owner or one (1) of the ten (10) most highly compensated
                  Employees, the actual deferral percentage for the family group
                  (which is treated as one (1) highly compensated Employee)
                  shall be determined by combining the Salary Reduction
                  Contributions and compensation of all eligible family members.

                  For purposes of this paragraph (f), an "eligible Participant"
                  is any Employee of a Participating Employer who is authorized
                  under the terms of the Plan to make Salary Reduction
                  Contributions for the Plan Year.

                  In the event that one (1) of the tests set forth above is not
                  satisfied for any Plan Year, the excess Salary Reduction
                  Contributions (within the meaning of Section 401(k)(8)(B) of
                  the Code), along with the earnings of the Trust Fund allocable
                  to such amount, must be distributed to the affected
                  Participant before the last day of the immediately following
                  Plan Year. Excess Salary Reduction Contributions are allocated
                  to the highly compensated Employees with the largest amounts
                  of Salary Deferral Contributions taken into account in
                  calculating the actual deferral percentage test for the year
                  in which the excess arose, beginning with the highly
                  compensated Employee with the largest amount of such
                  contributions and continuing in descending order until all of
                  the excess Salary Reduction Contributions have been allocated.
                  For purposes of the preceding sentence, the "largest amount"
                  is determined after distribution of any excess Salary
                  Reduction Contributions. Prior to January 1, 1997, if an
                  eligible highly compensated Employee is subject to the family
                  aggregation rules because he is either a five percent

                                       25
<PAGE>

                  (5%) owner or one (1) of the ten (10) most highly compensated
                  Employees, the amount of excess Salary Reduction Contributions
                  for the family group (determined by the leveling method
                  described in Regulation Section 1.401(k)-(1)(f)(2)) shall be
                  allocated among the family members in proportion to the Salary
                  Reduction Contribution of each family member that is combined
                  to determine the actual deferral percentage.

                  The earnings or losses allocable to the excess contributions
                  for the Plan Year are determined by multiplying net earnings
                  or losses for the Plan Year in the Participant's Salary
                  Reduction Contribution Account by a fraction. The numerator of
                  the fraction is the amount of the excess contributions on
                  behalf of the Participant for the Plan Year. The denominator
                  of the fraction is the total balance of the Participant's
                  Salary Reduction Contribution Account as of the last day of
                  the Plan Year, reduced by the gain allocable to such Account
                  for the Plan Year or increased by the loss allocable to such
                  Account for the Plan Year.

                  The earnings or losses for the period between the end of the
                  Plan Year and the date of the corrective distribution shall be
                  equal to ten percent (10%) of the earnings or losses allocable
                  to excess contributions for the Plan Year multiplied by the
                  number of calendar months that have elapsed since the end of
                  the Plan Year. For purposes of determining the number of
                  calendar months that have elapsed, a distribution occurring on
                  or before the 15th day of the month will be treated as having
                  been made on the last day of the preceding month and the
                  distribution occurring after such 15th day will be treated as
                  having been made on the first day of the next month.

                  The amount of excess Salary Reduction Contributions to be
                  distributed under this paragraph (f) with respect to a
                  Participant for a Plan Year shall be reduced by any Salary
                  Reduction Contributions in excess of the amount established by
                  the Secretary of the Treasury pursuant to Section 402(g)

                                       26
<PAGE>

                  of the Code which were previously distributed to such
                  Participant for the Participant's taxable year ending with or
                  within such Plan Year.

         (g)      The distribution of a Participant's Salary Reduction
                  Contribution Account shall not commence prior to his
                  attainment of age fifty-nine and one-half (59 1/2), death,
                  Total and Permanent Disability, or other termination of
                  employment except upon his demonstration of financial hardship
                  in accordance with the provisions of Section 8.03.

                  Notwithstanding the foregoing, in the event of a termination
                  of the Plan without establishment of a successor plan or upon
                  the occurrence of other circumstances defined in Section
                  401(k)(10) of the Code, the distribution of a Participant's
                  Salary Reduction Account shall be permitted.

         (h)      Notwithstanding the above, effective January 1, 2002, all
                  Participants who are eligible to make Salary Reduction
                  Contributions under this Plan and who have attained age 50
                  before the close of the Plan Year shall be eligible to make
                  "catch-up" Salary Reduction Contributions in accordance with,
                  and subject to the limitations of, Code Section 414(v), as
                  adjusted on an annual basis. Such "catch-up" Salary Reduction
                  Contributions shall not be taken into account for purposes of
                  the provisions of the Plan implementing the required
                  limitations of Sections 402(g) and 415 of the Code. The Plan
                  shall not be treated as failing to satisfy the requirements of
                  Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of
                  the Code, as applicable, by reason of the making of such
                  "catch-up" Salary Reduction Contributions.

4.03     VOLUNTARY EMPLOYEE CONTRIBUTIONS

         (a)      Each Plan Year each Participant may elect to contribute to the
                  Trust Fund as a Voluntary Employee Contribution an amount
                  equal to between one percent (1%) and eight percent (8%) of
                  his Compensation in integral percentages. A Participant who
                  elects to make Voluntary Employee

                                       27
<PAGE>

                  Contributions shall complete an authorization form as
                  prescribed by the Plan Administrator. The Participating
                  Employer shall deduct each Participant's Voluntary Employee
                  Contribution from his Compensation for each pay period.

         (b)      Each Participant may change the rate of his Voluntary Employee
                  Contributions by filing a new authorization form with the
                  Participating Employer. The new rate shall become effective as
                  soon as practicable after receipt of the new authorization
                  form by the Participating Employer.

         (c)      Each Participant may discontinue his Voluntary Employee
                  Contributions at any time by notifying the Participating
                  Employer. The discontinuance will become effective as soon as
                  practicable following receipt of such notice by the
                  Participating Employer.

         (d)      The Company shall direct the Trustee to establish and maintain
                  a Voluntary Employee Contribution Account in the name of each
                  Participant who elects to make Voluntary Employee
                  Contributions pursuant to this Section 4.03.

         (e)      The Voluntary Employee Contributions shall satisfy one (1) of
                  the nondiscrimination tests described in Section 5.07(b) of
                  the Plan.

4.04     COMPANY CONTRIBUTION

         (a)      While this Plan does not require contributions on behalf of
                  any Participant who is a member of a collective bargaining
                  unit, it is understood that the Participating Employer will
                  comply with the terms of any applicable collective bargaining
                  agreement regarding the time and amount of contributions to
                  the Trust Fund on behalf of Participants who are Employees and
                  members of a collective bargaining unit.

                                       28
<PAGE>

         (b)      While this Plan does not require contributions on behalf of
                  any Participant who is not a member of any collective
                  bargaining unit, it is understood that the Participating
                  Employer will observe the terms of its policies regarding
                  contributions to the Trust Fund on behalf of Participants who
                  are Employees but not members of any collective bargaining
                  unit and not salaried, which policies may vary according to
                  location.

         (c)      With regard to Participants who are salaried Employees and not
                  members of any collective bargaining unit, the Employer may
                  (but is not required to) contribute to the Trust Fund on
                  behalf of such Participants in such amounts as it determines
                  from time to time. Notwithstanding the preceding sentence, for
                  each Plan Year beginning on or after January 1, 2001, the
                  Employer shall contribute to the Trust Fund, on behalf of each
                  Participant who is a salaried Employee and not a member of any
                  collective bargaining unit, a percentage of such Participant's
                  Compensation for the Plan Year, as follows:

<TABLE>
<CAPTION>
Sum of Attained Age and Years
of Vesting Service as of the                  Percentage of
 first day of the Plan Year                   Compensation
<S>                                           <C>
     Under 35                                    2.00%
     35 but less than 45                         3.00%
     45 but less than 55                         4.00%
     55 but less than 65                         5.00%
     65 but less than 75                         6.00%
     75 but less than 85                         7.00%
     over 85                                     8.00%
</TABLE>

         (d)      Company Contributions shall be paid to the Trustee monthly,
                  but not later than the time prescribed by law for filing the
                  Company's Federal income tax return for the year, including
                  any extensions thereof. Notwithstanding the preceding
                  sentence, effective as of January 1, 2001, Company
                  Contributions shall be paid to the Trust no later than the
                  time prescribed by

                                       29
<PAGE>

                  law for filing the Company's Federal income tax return for the
                  year, including any extensions thereof.

         (e)      Notwithstanding the above, Company Contributions, Company
                  Matching Contributions, and Salary Reduction Contributions for
                  any year shall not exceed the maximum amount deductible by the
                  Participating Employer for such year for Federal income tax
                  purposes under Section 404 of the Code. All Company
                  Contributions, Company Matching Contributions, and Salary
                  Reduction Contributions are specifically conditioned on their
                  deductibility under Section 404 of the Code.

4.05     SPECIAL RULES RELATING TO REEMPLOYED VETERANS

         (a)      Effective October 13, 1996, if a Participant who had been in
                  Qualified Military Service returns to employment with the
                  Participating Employer or an Affiliate in accordance with the
                  provisions of USERRA, such Participant may make additional
                  Salary Reductions Contributions in accordance with the
                  provisions of this Section 4.05, but only to the extent
                  required by USERRA and regulations thereunder.

         (b)      The amount of additional Salary Reduction Contributions that a
                  Participant may make is the maximum amount of Salary Reduction
                  Contributions that the Participant would have been permitted
                  to make under the provisions of Section 4.02 during the
                  Participant's period of Qualified Military Service if the
                  individual had continued to be employed by the Employer during
                  such period and received Compensation determined under Section
                  4.05(c). The amount determined under the preceding sentence
                  shall be reduced by any Salary Reduction Contributions that
                  the Participant actually made to the Plan during the period of
                  such Qualified Military Service. The Participant may elect to
                  make additional Salary Reduction Contributions in an amount
                  that is less than the amount determined under this Section
                  4.05(b).

                                       30
<PAGE>

         (c)      A Participant who is in Qualified Military Service shall be
                  treated as receiving Compensation from the Participating
                  Employer during the period of Qualified Military Service equal
                  to:

                  (1)      The Compensation the Participant would have received
                           during such period if the Participant were not in
                           Qualified Military Service, determined based on the
                           rate of Compensation the Participant would have
                           received from the Participating Employer if the
                           Participant had not been absent from work during the
                           period of Qualified Military Service; or

                  (2)      If the Compensation the Participant would have
                           received during such period is not reasonably
                           certain, the Participant's average Compensation from
                           the Participating Employer during the twelve-month
                           period immediately preceding the Qualified Military
                           Service, or if shorter, the period of employment
                           immediately preceding the Qualified Military Service.

         (d)      A Participant who is employed by the Employer in accordance
                  with Section 4.05 must make additional Salary Reduction
                  Contributions, if any, during the period that begins on the
                  Participant's Reemployment Date with the Employer and has the
                  same length as the lesser of:

                  (1)      Three (3) times the Participant's period of Qualified
                           Military Service; or

                  (2)      Five (5) years.

         (e)      If a Participant makes additional Salary Reduction
                  Contributions pursuant to the provisions of this Section 4.05,
                  the Employer shall make a Company Contribution with respect to
                  any such additional Salary Reduction Contributions which would
                  have been required had such Salary Reduction

                                       31
<PAGE>

                  Contributions actually been made during the period of
                  Qualified Military Service.

         (f)      Earnings shall be allocated with respect to additional Salary
                  Reduction Contributions in accordance with the provisions of
                  Section 5.02 only after such Contributions have been made to
                  the Plan. Forfeitures shall not be allocated to the Accounts
                  of any Participant with respect to a period of Qualified
                  Military Service.

         (g)      Salary Reduction Contributions and Company Contributions made
                  in accordance with the provisions of this Section 4.05 shall
                  not be subject to the limits imposed by Sections 402(g) and
                  415 of the Code (contained in Sections 4.02 and 5.05 of the
                  Plan) with respect to the Plan Year in which such
                  contributions are made, but shall be subject to such limits
                  with respect to the Plan Year to which such contributions
                  relate.

         (h)      Salary Reduction Contributions and Company Contributions made
                  in accordance with the provisions of this Section 4.05 shall
                  not be included in the nondiscrimination tests under Section
                  3.04(f) or 5.07(b) or in determining whether the Plan is
                  Top-heavy under the provisions of Article X either for the
                  Plan Year in which such contributions are made or for the Plan
                  Year to which contributions relate.

                                       32
<PAGE>

                                    ARTICLE V
                    ALLOCATIONS, ACCOUNTING, AND ADJUSTMENTS

5.01     COMPOSITION OF TRUST FUND

         All amounts contributed to the Plan, as increased or decreased by
         income, expenditure, appreciation, and depreciation, shall constitute a
         single fund known as the Trust Fund. A separate Company Contribution
         Account shall be maintained for each Participant. Additional Accounts
         shall be maintained for each Participant as required by Article IV and
         Article IX.

5.02     ALLOCATION OF EARNINGS TO ACCOUNTS

         Earnings shall be allocated to the Accounts of all Participants daily
         by credit or deduction therefrom, as the case may be, of a portion of
         the increase or decrease in the value of the respective investment
         funds of the Trust Fund since the preceding day attributable to
         interest, dividends, changes in market value, expenses, and gains and
         losses realized from the sale of assets. Such allocation shall be made
         in the proportion that the opening balance of each such Account
         invested in such investment fund bears to the total of the opening
         balances of all such Accounts invested in the investment fund.

5.03     TIMING OF ALLOCATION OF COMPANY CONTRIBUTIONS AND COMPANY MATCHING
         CONTRIBUTIONS

         At the time the contributions are received by the Trustee, the Company
         Contributions and Company Matching Contributions shall be allocated
         according to the allocation procedures in Section 5.07. Notwithstanding
         the preceding sentence, Company Contributions attributable to a Plan
         Year received by the Trustee after the end of such Plan Year shall be
         considered allocated as of the end of such Plan Year for purposes of
         Sections 5.05 and 5.06.

                                       33
<PAGE>

5.04     ALLOCATION OF OTHER CONTRIBUTIONS

         At the time the contributions are received by the Trustee, Salary
         Reduction Contributions and Voluntary Employee Contributions made to
         the Plan during such month by or on behalf of each Participant shall be
         credited to such Participant's appropriate Account. Notwithstanding the
         preceding sentence, Salary Reduction Contributions and Voluntary
         Employee Contributions attributable to a Plan Year received by the
         Trustee after the end of such Plan Year shall be considered allocated
         as of the end of such Plan Year for purposes of Sections 5.05 and 5.06.

5.05     MAXIMUM ANNUAL ADDITIONS

         (a)      Effective for Limitation Years beginning on or after January
                  1, 2002, except to the extent permitted under Section 4.02(h)
                  and Section 414(v) of the Code, if applicable, the sum of the
                  following additions to a Participant's Accounts in any
                  Limitation Year shall not exceed the lesser of (1) forty
                  thousand dollars ($40,000), as adjusted for increases in the
                  cost-of-living under Section 415(d) of the Code, or (2) one
                  hundred percent (100%) of the Participant's compensation,
                  within the meaning of Section 415(c)(3) of the Code, for such
                  Limitation Year:

                  (1)      The Company Contributions and Company Matching
                           Contributions allocated to such Participant's Company
                           Contribution Account.

                  (2)      The Salary Reduction Contributions allocated to such
                           Participant's Salary Reduction Contribution Account.

                  (3)      The Forfeitures, if any, allocated to such
                           Participant's Company Contribution Account.

                                       34
<PAGE>

                  (4)      The Voluntary Employee Contributions allocated to
                           such Participant's Voluntary Employee Contribution
                           Account.

                  For Limitation Years beginning prior to January 1, 2002, the
                  sum of additions to a Participant's Accounts was limited to
                  the lesser of (1) thirty thousand dollars ($30,000) or (2)
                  twenty-five percent (25%) of the Participant's compensation
                  for such Limitation Year.

         (b)      If, as a result of the allocation of Forfeitures, a reasonable
                  error in estimating a Participant's annual compensation, or
                  such other facts and circumstances to which Internal Revenue
                  Service Regulation 1.415-6 would be applicable, the additions
                  to a Participant's Accounts under Section 5.05(a) in any
                  Limitation Year would be in excess of the maximum annual
                  limits, his Voluntary Employee Contributions shall be returned
                  to him to the extent necessary to bring the additions within
                  the required limits. If the additions to such Participant's
                  Accounts would still remain in excess of the maximum annual
                  limits, his Salary Reduction Contributions otherwise allocable
                  shall be allocated to a suspense account to the extent
                  necessary to bring the additions within the required limits.
                  Such suspense account shall share in the allocation of
                  earnings under Section 5.02 and shall be allocated to the
                  Salary Reduction Contribution Account of such Participant in
                  future Limitation Years. If the additions to such
                  Participant's Accounts would still remain in excess of the
                  maximum annual limits, amounts otherwise allocable to the
                  Company Contribution Account of such Participant for such
                  Limitation Year shall be allocated to a suspense account in an
                  amount necessary to bring the additions within the maximum
                  annual limits which shall share in the allocation of earnings
                  under Section 5.02 and shall be allocated to the Company
                  Contribution Account of such Participant in future Limitation
                  Years or as otherwise provided by Internal Revenue Service
                  Regulation Section 1.415-6.

                                       35
<PAGE>

         (c)      For purposes of this Section 5.05, this Plan and any other
                  qualified defined contribution plan maintained by the Company,
                  a Participating Employer, or an Affiliate shall be considered
                  as a single defined contribution plan if a Participant is a
                  participant in both plans. Amounts allocated in Limitation
                  Years beginning after March 31, 1984 to a Participant's
                  individual medical benefit account, as defined in Section
                  415(l)(2) of the Code, which is part of a defined benefit plan
                  maintained by the Company, a Participating Employer, or an
                  Affiliate shall be treated as annual additions to a defined
                  contribution plan. Amounts derived from contributions paid or
                  accrued after December 31, 1985, in taxable years ending after
                  such date, which are attributable to post-retirement medical
                  benefits allocated to the separate account of a Participant
                  who is a key employee, as defined in Section 419A(d) of the
                  Code, under a welfare benefit fund, as defined in Section
                  419(e) of the Code, maintained by the Company, a Participating
                  Employer, or an Affiliate, shall be treated as annual
                  additions to a defined contribution plan. Notwithstanding the
                  foregoing, the compensation limit described above shall not
                  apply to any contribution for medical benefits (within the
                  meaning of Section 419A(f)(2) of the Code) after separation
                  from service which is otherwise treated as an annual addition
                  under Section 415(l)(1) of the Code. If a reduction is
                  necessary under paragraph (b), then the reduction shall first
                  be made to the annual additions under this Plan.

         (d)      Inclusions. Solely for the purpose of applying the limitations
                  of Section 5.05, the compensation of a Participant includes:

                  (1)      Effective January 1, 1998, a Participant's wages,
                           salaries, fees for professional services, any
                           elective deferrals as defined in Section 402(g)(3) of
                           the Code, any amount which is contributed or deferred
                           by the Participating Employer or an Affiliate at the
                           election of the Participant and which is not
                           includable in the gross income of the Participant by
                           reason of Section 125 of the Code, and other amounts
                           received (without regard to whether or not an amount
                           is paid in cash)

                                       36
<PAGE>

                           for personal services actually rendered in the course
                           of employment with the Participating Employer or
                           Affiliate to the extent that the amounts are
                           includable in gross income (including, but not
                           limited to, commissions paid to salesmen,
                           compensation for services on the basis of a
                           percentage of profits, commissions on insurance
                           premiums, tips, bonuses, fringe benefits,
                           reimbursements, and expense allowances), and
                           effective for Limitation Years beginning on or after
                           January 1, 2001, elective amounts that are not
                           includible in the Employee's gross income by reason
                           of Section 132(f)(4) of the Code;

                  (2)      In the case of a Participant who is an employee
                           within the meaning of Section 401(c)(1) of the Code
                           and the regulations thereunder, the Participant's
                           earned income (as described in Section 401(c)(2) of
                           the Code and the regulations thereunder);

                  (3)      Amounts described in Sections 104(a)(3), 105(a), and
                           105(h) of the Code, but only to the extent these
                           amounts are includable in the gross income of the
                           Participant;

                  (4)      Amounts paid or reimbursed by the Participating
                           Employer or Affiliate for moving expenses incurred by
                           a Participant, but only to the extent that these
                           amounts are not deductible by the Participant under
                           Section 217 of the Code;

                  (5)      The value of a nonqualified stock option granted to a
                           Participant by the Participating Employer or
                           Affiliate, but only to the extent that the value of
                           the option is includable in the gross income of the
                           Participant for the taxable year in which granted;
                           and

                  (6)      The amount includable in the gross income of a
                           Participant upon making the election described in
                           Section 83(b) of the Code.

                                       37
<PAGE>

         (e)      Exclusions from compensation. Solely for the purpose of
                  applying the limitations of Section 5.05, the compensation of
                  a Participant excludes:

                  (1)      Employer contributions to a plan of deferred
                           compensation (other than as defined in Section
                           402(g)(3) of the Code) which are not included in the
                           Participant's gross income for the taxable year in
                           which contributed, Employer contributions under a
                           simplified employee pension plan to the extent such
                           contributions are excluded from the Participant's
                           gross income, or any distributions from a plan of
                           deferred compensation;

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

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

                  (4)      Effective January 1, 1998, other amounts which
                           receive special tax benefits (other than those
                           excluded from the gross income of the Participant by
                           reason of Section 125 of the Code), or contributions
                           made by the Employer (whether or not under a salary
                           reduction agreement) toward the purchase of an
                           annuity described in Code Section 403(b) (whether or
                           not the amounts are actually excludable from the
                           gross income of the Participant).

5.06     PARTICIPATION IN DEFINED BENEFIT PLAN

         (a)      If any Participant has also participated in any qualified
                  defined benefit plan maintained by the Company, a
                  Participating Employer, or an Affiliate, the sum of the
                  defined benefit plan fraction and the defined contribution
                  plan

                                       38
<PAGE>

                  fraction for any Limitation Year shall not exceed 1.0. In the
                  event this limitation would otherwise be exceeded in any
                  Limitation Year, the Participant's benefits under the defined
                  benefit plan shall be limited to the extent necessary.

         (b)      The defined contribution plan fraction for any Limitation Year
                  is a fraction, the numerator of which is the sum of the annual
                  additions to the Participant's Accounts as of the close of the
                  Limitation Year under this Plan and the denominator of which
                  is the sum of the lesser of the following amounts determined
                  for such Limitation Year and each prior year of service with
                  the Company, Participating Employer, or Affiliate:

                  (1)      The product of 1.25 multiplied by the dollar
                           limitation in effect under Section 415(c)(1)(A) of
                           the Code for such Limitation Year; or

                  (2)      The product of 1.4 multiplied by the amount which may
                           be taken into account under Section 415(c)(1)(B) of
                           the Code for such Limitation Year.

                  The annual additions for any Limitation Year beginning before
                  January 1, 1987 shall not be recomputed to treat all Employee
                  Contributions as annual additions.

         (c)      The defined benefit plan fraction for any Limitation Year is a
                  fraction, the numerator of which is the projected annual
                  benefit of the Participant under such plan (determined as of
                  the close of its limitation year) and the denominator of which
                  is the lesser of:

                  (1)      The product of 1.25 multiplied by the maximum dollar
                           limitation in effect under Section 415(b)(1)(A) of
                           the Code for such Limitation Year; or

                                       39
<PAGE>

                  (2)      The product of 1.4 multiplied by the amount which may
                           be taken into account under Section 415(b)(1)(B) of
                           the Code for such Limitation Year.

         (d)      If the Plan satisfied the applicable requirements of Section
                  415 of the Code as in effect for all Limitation Years
                  beginning before January 1, 1987, an amount shall be
                  subtracted from the numerator of the defined contribution plan
                  fraction (not exceeding such numerator), as prescribed by the
                  Secretary of the Treasury, so that the sum of the defined
                  benefit plan fraction and the defined contribution plan
                  fraction computed under Section 415(e)(1) of the Code does not
                  exceed one (1).

         (e)      For purposes of this Section 5.06, all defined benefit or
                  defined contribution plans shall be treated as one (1) plan by
                  class.

         (f)      Notwithstanding the foregoing, the provisions of this Section
                  5.06 shall cease to apply for any Limitation Year beginning
                  after December 31, 1999.

5.07     ALLOCATION OF COMPANY CONTRIBUTIONS AND COMPANY MATCHING CONTRIBUTIONS

         (a)      The Company Contributions and Company Matching Contributions
                  shall be allocated as follows:

                  (1)      Company Contributions made pursuant to Section
                           4.04(a) shall be allocated among the members of the
                           particular bargaining unit in accordance with the
                           rates and factors specified in the applicable
                           collective bargaining agreement. Company
                           Contributions made pursuant to Section 4.04(b) shall
                           be allocated among the Participants on whose behalf
                           contributions are made under that Section in
                           accordance with the rates and factors specified in
                           the applicable policy of the Participating Employer.
                           Company Contributions made pursuant to

                                       40
<PAGE>

                           Section 4.04(c) shall be allocated among the
                           Participants eligible to share in such Company
                           Contribution in the proportion that each
                           Participant's Compensation bears to the Compensation
                           of all Participants eligible to share in such Company
                           Contribution for the Plan Year. Notwithstanding the
                           preceding sentence, for Plan Years beginning on or
                           after January 1, 2001, Company Contributions made
                           pursuant to Section 4.04(c) shall be allocated among
                           the Participants eligible to share in such Company
                           Contributions in accordance with the percentages
                           described in Section 4.04(c), on the basis of each
                           such Participant's Compensation for each Company
                           pay-period. All Company Contributions shall be
                           allocated to the Company Contribution Accounts of the
                           eligible Participants.

                  (2)      The Company Matching Contributions shall be allocated
                           to the Company Contribution Accounts of eligible
                           Participants who made Salary Reduction Contributions
                           for such Plan Year. Such allocation shall be based on
                           the contribution rate set forth in Section 4.01 of
                           the Plan.

         (b)      The Company Matching Contributions and any Voluntary Employee
                  Contributions for any Plan Year shall satisfy one (1) of the
                  following nondiscrimination tests contained in Section 401(m)
                  of the Code:

                  (1)      Effective January 1, 1997, the contribution
                           percentage for the Plan Year for eligible
                           Participants who are highly compensated Employees as
                           a group is not more than one and one-quarter (1 1/4)
                           times the contribution percentage for the same Plan
                           Year for all other eligible Participants as a group;
                           or

                  (2)      Effective January 1, 1997, the contribution
                           percentage for the Plan Year for eligible
                           Participants who are highly compensated Employees as
                           a group is not more than two (2) percentage points
                           (or such lesser

                                       41
<PAGE>

                           amount as the Secretary of the Treasury shall
                           prescribe to prevent the multiple use of this
                           alternative limitation with respect to any highly
                           compensated Employee) greater than, and not more than
                           two (2) times, the contribution percentage for the
                           same Plan Year for all other eligible Participants as
                           a group.

                           If the Company elects to change the testing method,
                           the Plan must be amended to reflect such change. The
                           Plan may change from the current year testing method
                           to the prior year testing method only if the Plan
                           meets the requirements for changing to prior year
                           testing set forth in Internal Revenue Service Notice
                           98-1 (or superseding guidance).

         (c)      For purposes of this Section 5.07, the following definitions
                  shall apply:

                  (1)      A "highly compensated Employee" for a Plan Year is as
                           defined in Section 4.02(f).

                  (2)      The "contribution percentage" for a Plan Year for a
                           group of eligible Participants is the average of the
                           ratios (calculated separately for each eligible
                           Participant in such group) of the Company Matching
                           Contributions allocated to an eligible Participant's
                           Company Contribution Account plus the Voluntary
                           Employee Contributions credited to an eligible
                           Participant's Voluntary Employee Contribution Account
                           for the Plan Year to the eligible Participant's
                           compensation, as defined in Section 414(s) of the
                           Code, for the Plan Year. The contribution percentage
                           of an eligible Participant who is a "highly
                           compensated Employee" for the Plan Year and who is
                           eligible to make employee contributions or to receive
                           matching contributions, as defined in Section
                           401(m)(4) of the Code, under two (2) or more plans
                           described in Section 401(a) of the Code that are
                           maintained by the Participating Employer or an
                           Affiliate shall be determined as if all

                                       42
<PAGE>

                           such contributions were made under a single plan.
                           Prior to January 1, 1997, if an eligible highly
                           compensated Employee is subject to the family
                           aggregation rules because he is either a five percent
                           (5%) owner or one (1) of the ten (10) most highly
                           compensated Employees, the contribution percentage
                           for the family group (which is treated as one (1)
                           highly compensated Employee) shall be determined by
                           combining the Company Matching Contributions, the
                           Voluntary Employee Contributions, and the
                           compensation of all eligible family members.

                  An "Eligible Participant" is any Employee who is authorized to
                  receive Company Matching Contributions or is authorized to
                  make Voluntary Employee Contributions under the terms of the
                  Plan for the Plan Year.

         (d)      In the event that one (1) of the tests set forth in paragraph
                  (b) is not satisfied for any Plan Year, the excess aggregate
                  Company Matching Contributions and Voluntary Employee
                  Contributions (within the meaning of Section 401(m)(6)(B) of
                  the Code), along with the earnings of the Trust Fund allocable
                  to such amount, shall, before the last day of the immediately
                  following Plan Year:

                  (1)      To the extent not vested, be forfeited and allocated,
                           after all other Forfeitures under the Plan, in the
                           same manner as such other Forfeitures; and

                  (2)      To the extent vested, be distributed to the affected
                           Participant.

                           Notwithstanding the foregoing, no Forfeitures arising
                           under this paragraph shall be allocated to the
                           Company Contribution Account of any eligible
                           Participant who is a highly compensated Employee.

                                       43
<PAGE>

                           Excess aggregate Company Matching Contributions and
                           Voluntary Employee Contributions are allocated to the
                           highly compensated Employee with the largest such
                           contributions taken into account in calculating the
                           actual contribution percentage test for the year in
                           which the excess arose, beginning with the highly
                           compensated Employee with the largest amount of such
                           contributions and continuing in descending order
                           until all excess aggregate Company Matching
                           Contributions and Voluntary Employee Contributions
                           have been allocated. For purposes of the preceding
                           sentence, the "largest amount" is determined after
                           distribution of any excess aggregate Company Matching
                           Contributions and Voluntary Employee Contributions.
                           Prior to January 1, 1997, if an eligible highly
                           compensated Employee is subject to the family
                           aggregation rules because he is either a five percent
                           (5%) owner or one (1) of the ten (10) most highly
                           compensated Employees, the amount of excess aggregate
                           Company Matching Contributions and Voluntary Employee
                           Contributions for the family group (determined by the
                           leveling method described in Regulation Section
                           1.401(m)-(1)(e)(2)) shall be allocated among the
                           family members in proportion to the Company Matching
                           Contribution and Voluntary Employee Contributions of
                           each family member that is combined to determine the
                           contribution percentage.

                           The earnings or losses allocable to the excess
                           aggregate contributions for the Plan Year are
                           determined by multiplying net earnings or losses for
                           the Plan Year in the Participant's Company
                           Contribution Account and Voluntary Employee
                           Contribution Account by a fraction. The numerator of
                           the fraction is the amount of the excess aggregate
                           contributions on behalf of the Participant for the
                           Plan Year. The denominator of the fraction is the
                           total balance of the Participant's Company
                           Contribution Account and Voluntary Employee
                           Contribution Account as of the last day of the Plan
                           Year, reduced by the gain allocable to such Account
                           for the Plan Year or increased by the loss allocable
                           to each such Account for the Plan Year.

                                       44
<PAGE>

                           The earnings or losses for the period between the end
                           of the Plan Year and the date of reallocation or
                           corrective distribution shall be equal to ten percent
                           (10%) of the earnings or losses allocable to excess
                           aggregate contributions for the Plan Year multiplied
                           by the number of calendar months that have elapsed
                           since the end of the Plan Year. For purposes of
                           determining the number of calendar months that have
                           elapsed, a distribution occurring on or before the
                           15th day of the month will be treated as having been
                           made on the last day of the preceding month and the
                           distribution occurring after such 15th day will be
                           treated as having been made on the first day of the
                           next month.

5.08     PARTICIPANT ELECTION OF INVESTMENT FUNDS

         Each Participant in the Plan may elect the investment fund or funds in
         which his Accounts shall be invested. Each such election shall be made
         in writing on forms to be furnished by the Plan Administrator and shall
         specify that portion of the Participant's existing Account Balance on
         the date of such election to be invested in each respective investment
         fund established by the Company. Each of the Participant's Accounts
         shall be invested in the same proportions in each investment fund.
         Changes in the Account Balances invested in the specified funds due to
         earnings and losses shall not require reallocation of the Account
         Balances in the specified proportions unless subsequently elected by
         the Participant.

         A Participant may change his investment fund elections regarding
         existing Account Balances and future contributions and Forfeitures in
         accordance with procedures established by the Plan Administrator. Such
         change shall be effective as of the close of business on the day
         appropriate notice is provided.

         If no election form has been executed by the Participant and submitted
         to the Trustee by the Plan Administrator, the entire Account shall be
         invested in the investment fund designated by the Plan Administrator.

                                       45
<PAGE>

                                   ARTICLE VI
                                     VESTING

6.01     COMPANY CONTRIBUTION ACCOUNT

         A Participant shall have a fully vested, nonforfeitable interest in his
         Company Contribution Account on the first to occur of the following
         events (regardless of the number of completed Years of Vesting
         Service):

         (a)      His attainment of Early Retirement Age or Normal Retirement
                  Age;

         (b)      The date on which he shall be determined to have a Total and
                  Permanent Disability;

         (c)      The date of his death; or

         (d)      Upon the completion of the number of Years of Vesting Service
                  required for full vesting.

         Notwithstanding the foregoing, any Participant who was an active
         Employee of Florida Ladder Company on January 1, 1996 shall have a
         fully vested, nonforfeitable interest in his Company Contribution
         Account as of such date (regardless of the number of completed Years of
         Vesting Service); provided, however that this provision shall not apply
         to any such Participant who was a "highly compensated Employee" on such
         date.

6.02     TERMINATION OF EMPLOYMENT

         (a)      If a Participant terminates employment with all Participating
                  Employers and Affiliates prior to January 1, 2001, for any
                  reason other than Total and Permanent Disability or death and
                  before his Early or Normal Retirement

                                       46
<PAGE>

                  Age, he shall be vested in the percentage of his Company
                  Contribution Account set forth in the following table:

<TABLE>
<CAPTION>
Completed Years of           Vested
 Vesting Service           Percentage
<S>                        <C>
   Less than 5                  0%
    5 or more                 100%
</TABLE>

                  If a Participant terminates employment with all Participating
                  Employers and Affiliates on or after January 1, 2001 (but
                  prior to January 1, 2002), for any reason other than Total and
                  Permanent Disability or death and before his Early or Normal
                  Retirement Age, he shall be vested in the percentage of his
                  Company Contribution Account set forth in the following table:

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

                  If a Participant terminates employment with all Participating
                  Employers and Affiliates for any reason other than Total and
                  Permanent Disability or death and before his Early or Normal
                  Retirement Age, and completed at least one (1) Hour of Service
                  on or after January 1, 2002, he shall be vested in the
                  percentage of his Company Contribution Account set forth in
                  the following table:

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

                                       47
<PAGE>

         (b)      The portion of the Participant's Company Contribution Account
                  in which he is not vested at his termination of employment
                  shall be declared a Forfeiture upon such termination of
                  employment. Such Forfeiture shall be used first to restore
                  previously forfeited amounts to other Participants, and then
                  to reduce the Company's future contributions. Any person who
                  terminates employment with no vested interest in his Accounts
                  shall be deemed to have had an immediate distribution of the
                  vested portion of his Accounts at the time of his termination
                  of employment. If the Participant who is reemployed before
                  incurring five (5) consecutive Breaks in Service shall again
                  terminate his employment under circumstances in which he is
                  not fully vested in his Company Contribution Account, such
                  Participant's vested balance in his Company Contribution
                  Account shall be determined by adding to the amount actually
                  held by the Trust any amount previously distributed to him.
                  The vested percentage shall be applied to this total, the
                  amount of any previous distributions shall be subtracted, and
                  the remaining amount shall be his vested balance in his
                  Company Contribution Account.

         (c)      If the Participant returns to the employ of a Participating
                  Employer or Affiliate before he incurs five (5) consecutive
                  Breaks in Service, the portion of his Company Contribution
                  Account that had been forfeited shall be reinstated to his
                  Company Contribution Account in full, unadjusted by any gains
                  or losses occurring subsequent to the Valuation Date
                  immediately preceding his termination of employment, by using
                  the Forfeitures during the Plan Year in which his reemployment
                  occurred. If the Forfeitures in the year of reemployment are
                  insufficient to restore the forfeited amount, the remainder
                  shall be restored by a Company Contribution. Such a
                  Participant shall continue vesting in such Account. If the
                  Participant incurs five (5) consecutive Breaks in Service, he
                  shall not regain any interest in any Forfeiture.

                                       48
<PAGE>

6.03     EFFECT OF BREAKS IN SERVICE

         If a Participant or Employee incurs five (5) or more consecutive Breaks
         in Service and is thereafter reemployed by a Participating Employer or
         Affiliate, he shall regain his Years of Vesting Service earned before
         such Breaks in Service upon such reemployment. However, he shall not
         regain any interest in any Forfeiture. If a Participant or other
         Employee incurs fewer than five (5) consecutive Breaks in Service and
         is thereafter reemployed by a Participating Employer or Affiliate, he
         shall regain his Years of Vesting Service earned before such Breaks in
         Service and any Forfeiture shall be restored pursuant to Section 6.02.

6.04     SALARY REDUCTION CONTRIBUTION ACCOUNT AND VOLUNTARY EMPLOYEE
         CONTRIBUTION ACCOUNT

         A Participant shall at all times have a fully vested, nonforfeitable
         interest in his Salary Reduction Contribution Account and Voluntary
         Employee Contribution Account.

                                       49
<PAGE>

                                   ARTICLE VII
                           TIME AND METHOD OF PAYMENT

7.01     MANNER OF PAYMENT

         (a)      Whenever the Plan Administrator shall direct the Trustee to
                  make payment to a Participant upon termination of the
                  Participant's employment (whether by reason of retirement,
                  Total and Permanent Disability, or for any reason other than
                  death), the Plan Administrator shall direct the Trustee to pay
                  the vested percentage of the Participant's Account Balance
                  (determined as of the Valuation Date preceding his Benefit
                  Commencement Date) to or for the benefit of the Participant as
                  of the payment date and in such of the following ways as the
                  Participant shall elect:

                  (1)      In a lump sum; or

                  (2)      If the Participant has attained his Early Retirement
                           Age or Normal Retirement Age, in such form and
                           subject to such rules as set forth in subsection (c)
                           below.

                  Notwithstanding the foregoing, if the vested value of the
                  Participant's Account Balance (determined as of the Valuation
                  Date preceding his Benefit Commencement Date):

                  (1)      for Plan Years beginning before January 1, 1998, is
                           three thousand five hundred dollars ($3,500) or less
                           (or did not exceed three thousand five hundred
                           ($3,500) at the time of any prior distribution);

                  (2)      for Plan Years beginning on or after January 1, 1998,
                           is five thousand dollars ($5,000) or less (or did not
                           exceed five thousand dollars ($5,000) at the time of
                           any prior distribution); and

                                       50
<PAGE>

                  (3)      for Plan Years beginning on and after January 1, 1998
                           and for a distribution after October 16, 2002, is
                           five thousand dollars ($5,000) or less;

                  payment shall be made as soon as practicable in one (1) lump
                  sum. If the Participant does not make an election of form of
                  payment, payment shall be made in a lump sum.

                  For distributions prior to the later of April 1, 2003 or the
                  ninetieth (90th) day after the date the Participant has been
                  furnished a summary that satisfies the requirements of
                  Department of Labor Regulation Section 2520.104b-3 for pension
                  plans, a Participant may elect to receive payment of his
                  vested Account Balance in the form of an annuity under the
                  provisions described in Appendix A to the Plan.

         (b)      If a Participant has attained his Early Retirement Age or
                  Normal Retirement Age, he may elect in writing to have
                  distributed to him a portion of his vested Account Balance.

                  The Participant may elect a single distribution, a partial
                  distribution or a schedule of installment payments to be made
                  monthly, quarterly or annually, or any combination thereof.
                  The timing and amount of scheduled installment payments may be
                  changed no more frequently than once per calendar quarter.
                  Partial distributions are limited as follows:

                  (1)      No more than one partial distribution may be made in
                           any calendar quarter; and

                  (2)      The minimum amount of a partial distribution is the
                           lesser of $1,000 or the Participant's vested Account
                           Balance.

         (c)      A Participant's life expectance may be recalculated no more
                  frequently than annually, however, the life expectancy of a
                  nonspouse Beneficiary may not

                                       51
<PAGE>

                  be recalculated. All distributions shall be determined and
                  made in accordance with Section 401(a)(9) of the Code,
                  including the minimum distribution incidental benefit
                  requirements of Proposed Regulation Section 1.401(a)(9)-2.
                  With respect to distributions under the Plan made for calendar
                  years beginning on or after January 1, 2001, the Plan will
                  apply the minimum distribution requirements of Section
                  401(a)(9) of the Internal Revenue Code in accordance with the
                  regulations under Section 401(a)(9) that were proposed on
                  January 17, 2001, notwithstanding any provision of the Plan to
                  the contrary. This provision shall continue in effect until
                  the end of the last calendar year beginning before the
                  effective date of final regulations under Section 401(a)(9) of
                  the Code or such other date as may be specified in guidance
                  published by the Internal Revenue Service. Notwithstanding
                  anything in this Plan to the contrary, effective January 1,
                  2003, the payment of benefits shall be made in accordance with
                  Section 401(a)(9) of the Code and Article XVI hereof.

7.02     TIME OF PAYMENT

         Subject to the provisions of Section 7.05, payment shall be made or
         shall commence as soon as reasonably practicable in accordance with the
         following:

                  (a)      Notwithstanding the foregoing, if the vested value of
                           the Participant's Account Balance (determined as of
                           the Valuation Date preceding his Benefit Commencement
                           Date):

                  (1)      for Plan Years beginning before January 1, 1998, is
                           three thousand five hundred dollars ($3,500) or less
                           (or did not exceed three thousand five hundred
                           ($3,500) at the time of any prior distribution);

                  (2)      for Plan Years beginning on or after January 1, 1998,
                           is five thousand dollars ($5,000) or less (or did not
                           exceed five thousand dollars ($5,000) at the time of
                           any prior distribution); and

                                       52
<PAGE>

                  (3)      for Plan Years beginning on and after January 1, 1998
                           and for a distribution after October 16, 2002, is
                           five thousand dollars ($5,000) or less;

                  payment shall be made as soon as practicable in one (1) lump
                  sum. If the Participant does not make an election of form of
                  payment, payment shall be made in a lump sum.

         (b)      If the amount of the Participant's vested Account Balance
                  exceeds five thousand dollars ($5,000) (three thousand five
                  hundred dollars ($3,500) prior to January 1, 1998) payment
                  shall be made as soon as reasonably practicable following the
                  date on which the Participant elects to receive his benefit.
                  Notwithstanding the foregoing, effective January 1, 1989, in
                  all cases payment shall be made or shall commence no later
                  than the April 1 immediately following the year in which the
                  Participant attains the age of seventy and one-half (70 1/2),
                  even if he has not retired, except that, effective January 1,
                  1997, such payment shall be merely permissive (rather than
                  mandatory) until April 1 of the year following the year in
                  which the Participant attains age seventy and one-half (70
                  1/2) or retires, whichever is later, as long as the
                  Participant is not a five percent (5%) owner (within the
                  meaning of Section 401(a)(9) of the Code) with respect to the
                  Plan Year in which he attains age seventy and one-half (70
                  1/2). The preceding sentence shall not apply to a Participant
                  who:

                  (1)      Has made a written election to receive his benefits
                           under the Plan at a later date in accordance with
                           Section 242(b) of the Tax Equity and Fiscal
                           Responsibility Act of 1982; or

                  (2)      Has attained age seventy and one-half (70 1/2) before
                           January 1, 1988 and who was not a five percent (5%)
                           owner of the Participating Employer at any time
                           during the Plan Year ending with or within the
                           calendar year in which such individual attained age
                           sixty-six and one-half (66 1/2) or any subsequent
                           Plan Year.

                                       53
<PAGE>

         Payment shall not be made before the Participant receives notification
         under Section 402(f) of the Code ("Special Tax Notice" regarding direct
         rollovers of eligible rollover distributions). In addition, payment
         shall not be made less than thirty (30) days after such notification
         unless the Participant is notified in writing that he is entitled to
         take up to thirty (30) days to consider his choice and, after receiving
         such notification, he affirmatively elects to waive the 30-day waiting
         period.

7.03     PAYMENTS TO BENEFICIARIES

         (a)      A Participant's spouse shall be his Beneficiary. A Participant
                  may designate a beneficiary other than his spouse if:

                  (i)      the spouse has waived her right to be the
                           Participant's Beneficiary, or

                  (ii)     the Participant has no spouse, or

                  (iii)    the spouse cannot be located after reasonable
                           efforts, or

                  (iv)     such other circumstances as may be adequate under
                             Regulations or other guidance issued by the
                             Secretary.

                  The designation of a Beneficiary shall be made on a form
                  satisfactory to the Plan Administrator. Any consent by the
                  Participant's spouse to waive the right to be the Beneficiary
                  must be in writing, must acknowledge the effect of such
                  waiver, and must be witnessed by a Plan representative or a
                  notary public. The consent must be limited to a specific
                  nonspouse beneficiary. The designation of a nonspouse
                  Beneficiary shall be revoked automatically upon the marriage
                  or remarriage of a Participant. A Participant may at any time
                  revoke his designation of a Beneficiary or change his
                  Beneficiary by filing written notice of such revocation or
                  change with the Plan Administrator. However, the Participant's
                  spouse must again consent in writing to any change in
                  Beneficiary. In the event no valid designation of Beneficiary
                  exists at the time of the Participant's death, benefits shall
                  be

                                       54
<PAGE>

                  paid in accordance with Section 7.02(c).

         (b)      Upon a Participant's death, his vested Account Balance shall
                  be paid to his surviving spouse or other designated
                  Beneficiary in the form of a single lump sum payment as soon
                  as administratively feasible following the Participant's
                  death.

         (c)      If a Participant fails to designate a Beneficiary, if such
                  designation shall for any reason be illegal or ineffective, or
                  if no Beneficiary survives the Participant, his death benefits
                  shall be paid:

                  (1)      To his surviving spouse;

                  (2)      If there is no surviving spouse, to his descendants
                           (including legally adopted children and their
                           descendants) per stirpes; or

                  (3)      If there is neither surviving spouse nor surviving
                           descendants, to the executor or other personal
                           representative of the Participant to be distributed
                           in accordance with the Participant's will or
                           applicable law.

         (d)      Notwithstanding the foregoing provisions of this Section 7.03,
                  in the event of the Participant's death prior to the Benefit
                  Commencement Date, the entire interest of the Participant will
                  be distributed within five (5) years after the death of the
                  Participant, unless one (1) of the following exceptions is
                  met:

                  (1)      (A)      Any portion of the Participant's Account is
                                    payable to (or for the benefit of) a
                                    designated Beneficiary;

                                       55
<PAGE>

                           (B)      Such portion of the Participant's Account
                                    shall be distributed over a period not
                                    extending beyond the life or life expectancy
                                    of the designated Beneficiary; and

                           (C)      Such distribution commences no later than
                                    one (1) year after the date of the
                                    Participant's death: or

                  (2)      (A)      The portion of the Participant's Account to
                                    which his surviving spouse is entitled shall
                                    be distributed over a period not extending
                                    beyond the life or life expectancy of the
                                    surviving spouse; and

                           (B)      Such distribution commences no later than
                                    the date on which the Participant would have
                                    attained age seventy and one-half (70 1/2).

                  If the Participant dies after the Benefit Commencement Date,
                  the remaining portion of such interest will continue to be
                  distributed at least as rapidly as under the method of
                  distribution being used prior to the Participant's death.

7.04     DISTRIBUTION OF UNALLOCATED CONTRIBUTIONS

         If on the date of termination of a Participant's employment the
         Participating Employer shall be holding contributions made by or on
         behalf of the Participant but not yet allocated to his Accounts, the
         Participating Employer shall pay such amounts either directly to the
         Participant (or his Beneficiary, as the case may be) or to the Trustee,
         to be distributed by the Trustee in accordance with the method of
         distribution determined under Section 7.01 or Section 7.03.

                                       56
<PAGE>

7.05     CERTAIN RETROACTIVE PAYMENTS

         If the amount of the payment required to be made or commence on the
         date determined in this Article VII cannot be ascertained by such date,
         a payment may be made no later than sixty (60) days after the earliest
         date on which the amount of such payment can be ascertained under the
         Plan.

7.06     DIRECT ROLLOVERS

         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
         Plan Administrator, to have any portion of an Eligible Rollover
         Distribution paid directly to an Eligible Retirement Plan specified by
         the Distributee in a Direct Rollover.

         For purposes of this Section 7.06, the following definitions apply:

         (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 (1) 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 hardship distribution described in
                  Section 401(k)(2)(B)(i)(IV) which are attributable to the
                  elective contributions under Treasury Regulations Section
                  1.401(k)-1(d)(2)(ii), and for distributions after December 31,
                  2001, any amount that is distributed on account of hardship;
                  and the portion of any

                                       57
<PAGE>

                  distribution that is not includable in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities).
                  Notwithstanding the foregoing, effective for distributions
                  made after December 31, 2001, a portion of a distribution
                  shall not fail to be an eligible rollover distribution merely
                  because the portion consists of after-tax employee
                  contributions which are not includible in gross income.
                  However, such portion may be transferred only to an individual
                  retirement account or annuity described in Section 408(a) or
                  (b) of the Code, or to a qualified defined contribution plan
                  described in Section 401(a) or 403(a) of the Code that agrees
                  to separately account for amounts so transferred, including
                  separately accounting for the portion of such distribution
                  which is includible in gross income and the portion of such
                  distribution which is not so includible.

         (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. Effective for distributions
                  made after December 31, 2001, for purposes of the direct
                  rollover provisions of this Section 7.06, an eligible
                  retirement plan shall also mean an annuity contract described
                  in Section 403(b) of the Code and an eligible plan under
                  Section 457(b) of the Code which is maintained by a state,
                  political subdivision of a state, or any agency or
                  instrumentatility of a state or political subdivision of a
                  state and which agrees to separately account for amounts
                  transferred into such plan from this Plan. The definition of
                  eligible retirement plan shall also apply in the case of a
                  distribution to a surviving spouse, or to a spouse or a former
                  spouse who is

                                       58
<PAGE>

                  the alternate payee under a qualified domestic relation order,
                  as defined in Section 414(p) of the Code.

         (c)      DISTRIBUTEE: A Distributee includes an Employee or former
                  Employee. In addition, the Employee's or former Employee's
                  surviving spouse and the Employee's or former Employee's
                  spouse or former spouse who is 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.

         (e)      WAIVER OF WAITING PERIOD: The Plan Administrator shall clearly
                  inform the Distributee that he has a right to a period of at
                  least thirty (30) days after receiving the notice required by
                  Section 402(f) of the Code to consider the decision of whether
                  or not to elect a distribution and, if so, to make a Direct
                  Rollover. The Distributee may thereafter waive the thirty-day
                  period by electing a distribution prior to the expiration of
                  such period.

7.07     IMMEDIATE DISTRIBUTIONS TO ALTERNATE PAYEES

         Notwithstanding the fact that a Participant is not entitled to a
         distribution under this Article VII prior to termination of the
         Participant's employment, distribution to an Alternate Payee under a
         Qualified Domestic Relations Order is permitted prior to termination of
         the Participant's employment.

                                       59
<PAGE>

                                  ARTICLE VIII
                           LOANS AND OTHER WITHDRAWALS

8.01     AVAILABILITY OF LOANS

         (a)      Upon application by a Participant who is currently employed by
                  the Company or an Affiliate, the Trustee may lend a
                  Participant, on account of a qualifying emergency, an amount
                  which does not exceed the lesser of (1) fifty thousand dollars
                  ($50,000) reduced by the highest outstanding balance of loans
                  to the Participant from the Plan during the one (1) year
                  period ending on the day before the date on which such loan is
                  to be made, or (2) one-half (1/2) of the nonforfeitable value
                  of his Account Balance, if any, under the Plan as of the date
                  on which the loan is approved.

         (b)      Notwithstanding Section 8.01(a) above, upon application by a
                  Participant who is currently employed by the Company or an
                  Affiliate, the Trustee may lend a Participant an amount which
                  does not exceed the lesser of:

                  (1)      Twenty thousand dollars ($20,000) reduced by the
                           highest outstanding balance of loans to the
                           Participant from the Plan during the one (1) year
                           period ending on the day before the date on which
                           such loan is made; or

                  (2)      One-fourth (1/4) of the nonforfeitable value of his
                           Account Balance, if any, under the Plan as of the
                           date on which the loan is approved.

         (c)      All loans shall follow a uniform, nondiscriminatory policy.
                  The minimum amount of an emergency loan described in Section
                  8.01(a) shall be one thousand dollars ($1,000) and of a
                  regular loan described in Section 8.01(b) five hundred dollars
                  ($500). Loans shall not be made available to highly

                                       60
<PAGE>

                  compensated employees, as defined in Section 414(q) of the
                  Code, in an amount greater than the amount available to other
                  Employees.

         (d)      A distribution will be based on a qualifying emergency if the
                  distribution is on account of:

                  (1)      Expenses related to a death in the immediate family;

                  (2)      Payment of tuition for the education of an immediate
                           family member;

                  (3)      Expenses related to the disability of a Participant
                           other than Total and Permanent Disability;

                  (4)      Expenses related to an illness in the immediate
                           family; and

                  (5)      The purchase of a principal residence of the
                           Participant.

         (e)      In addition to such rules and regulations as the Plan
                  Administrator may adopt, all loans shall comply with the
                  following terms and conditions:

                  (1)      An application for a loan by a Participant shall be
                           made in accordance with procedures established by the
                           Plan Administrator or its designee whose action
                           thereon shall be final. The Plan Administrator shall
                           specify the form of the application and any
                           supporting data required.

                  (2)      The period of repayment for any loan shall be five
                           (5) years. Any loan used to acquire a dwelling unit
                           which within a reasonable time will be used as the
                           principal residence of the Participant does not have
                           to be repaid within five (5) years but shall be paid
                           in a time determined by the Plan Administrator. Loans
                           shall be repayable in substantially equal amortized
                           installments of both principal and

                                       61
<PAGE>

                           interest payable not less frequently than quarterly
                           and only by payroll deduction. The minimum monthly
                           payment shall be five dollars ($5). Any loan
                           described in this Article VIII shall be considered an
                           investment of the Account from which it was borrowed.
                           Such a Participant's Account shall not share in the
                           allocation of earnings under Section 5.02 to the
                           extent of such loan.

                  (3)      Each loan shall bear interest at a rate equal to the
                           rate charged by reputable banks in the city where the
                           Plan is principally administered for secured loans of
                           the same amount and duration, according to a survey
                           conducted from time to time, but not less often than
                           annually, by the Plan Administrator.

                  (4)      Each loan shall be supported by collateral equal to
                           no more than fifty percent (50%) of the present value
                           of the Participant's Accounts. A loan shall also be
                           supported by the Participant's promissory note for
                           the amount of the loan, including interest, payable
                           to the order of the Trustee. The promissory note
                           shall require that the unpaid principal and interest
                           will (at the Trustee's option) become due and payable
                           if the loan payment is not made within ninety (90)
                           days after the due date of any installment.

                  (5)      No loans shall be made to any Shareholder-employee or
                           Owner-employee. For purposes of this Section, the
                           term "Shareholder-employee" means an Employee or
                           officer of an electing small business corporation who
                           owns (or is considered as owning within the meaning
                           of Section 318(a)(1) of the Code), on any day during
                           the taxable year of such corporation, more than five
                           percent (5%) of the outstanding stock of the
                           corporation. Effective for loans made after December
                           31, 2001, the provisions of this subsection
                           prohibiting loans to Shareholder-employees or
                           Owner-employees shall cease to apply.

                                       62
<PAGE>

         (f)      The duty to repay a loan according to the original payment
                  schedule shall be suspended (but not for more than one year)
                  if and while the Participant is on a leave of absence without
                  pay. When the Participant returns from the leave, the
                  installment payments shall resume in the original amount and
                  the term of the loan shall be extended by the same number of
                  payments as were suspended. If such an extension would extend
                  the term of the loan beyond the period permissible under
                  Section 8.01(e)(2) above, however, a new installment payment
                  schedule shall be established instead, under which the new
                  installment payments are sufficient to pay off the remaining
                  balance of the loan by the end of the maximum period.

                  The duty to repay a loan according to the original payment
                  schedule shall also be suspended if, and for as long as, the
                  Participant is performing military service within the meaning
                  of USERRA. When the Participant ceases to perform such
                  service, the installment payments shall resume in the original
                  amount and the term of the loan shall be extended by the same
                  number of payments as were suspended.

         (g)      A Participant may repay the outstanding balance of a loan at
                  any time without penalty for pre-payment.

         (h)      If a Participant fails to make the full amount of any required
                  installment payment by payroll deduction, the loan shall be
                  considered in default, and the entire outstanding balance due
                  and payable immediately, on the last day of the calendar
                  quarter following the calendar quarter in which the
                  installment payment was due. Because repayment must be made by
                  payroll deduction, termination of employment will ordinarily
                  trigger a default.

                  If a loan goes into default and the Participant does not pay
                  the outstanding balance, the outstanding balance shall be
                  considered a "deemed distribution" for tax purposes to the
                  extent provided in regulations of the Internal

                                       63
<PAGE>

                  Revenue Service. When the Participant becomes entitled to a
                  distribution from the Plan, the Plan Administrator shall
                  foreclose on the Participant's vested accrued benefit that was
                  pledged as security for the loan in order to satisfy the
                  unpaid balance of the loan, effectively offsetting the unpaid
                  balance of the loan against the amount otherwise payable from
                  the Plan.

                  In addition, all loans will be due and payable immediately
                  upon distribution of assets in the event of termination of the
                  Plan.

         (i)      Application for a loan shall be made to the Plan Administrator
                  on a form prescribed by the Plan Administrator, who shall
                  thereupon determine whether the loan is permitted under the
                  Plan in the amount sought. The Plan Administrator may arrange
                  for Participants to make first inquiry directly of the entity
                  maintaining records of the individual accounts of
                  Participants, which entity may provide Participants with
                  information on the amount of the loan available and with
                  documentation necessary to make application to the Plan
                  Administrator. In all events, the Plan Administrator shall
                  have exclusive authority to grant or deny loans under the
                  Plan. Denial of an application for a loan, in whole or in
                  part, shall be considered a denial of benefits, subject to the
                  ordinary claim and appeal procedures of the Plan.

8.02     RESTRICTIONS ON NUMBER AND FREQUENCY OF LOANS

         A Participant shall not receive more than one (1) loan at a time from
         the Trust. In addition, effective as May 1, 2001, no Participant shall
         be entitled to receive more than two (2) loans in any six (6) - month
         period. If a Participant borrows amounts under more than one (1)
         qualified plan maintained by the Participating Employer, all the plans
         are treated as one (1) plan for purposes of the borrowing restrictions
         outlined in Section 8.01. Moreover, no distribution shall be made to a
         Participant or his Beneficiary unless and until all unpaid loans,
         including accrued interest thereon, have been paid.

                                       64
<PAGE>

8.03     HARDSHIP WITHDRAWAL

         (a)      A Participant may receive a distribution based on financial
                  hardship of his Salary Reduction Contributions (and not any
                  earnings thereon) from his Salary Reduction Contribution
                  Account; however, income on Salary Reduction Contributions
                  made to a Prior Plan credited as of December 31, 1988 will
                  continue to be eligible for hardship withdrawals.

         (b)      The Participant must request a hardship withdrawal in writing
                  at least thirty (30) days prior to the effective date of the
                  withdrawal and must make his request on a form approved by the
                  Plan Administrator.

         (c)      A distribution based upon financial hardship may be made only
                  if the Participant has an immediate and heavy financial need
                  and cannot exceed the amount required to satisfy such
                  financial need which may not be satisfied from other resources
                  reasonably available to the Participant. The determination of
                  the existence of an immediate and heavy financial need and the
                  amount required to be distributed to meet the need created by
                  the hardship must be made by the Plan Administrator based on
                  the applicable facts and circumstances in accordance with
                  uniform and nondiscriminatory standards applicable to all
                  Participants.

                  As to the existence of an immediate and heavy financial need,
                  without derogation of the general rule expressed above, the
                  following circumstances shall, as a safe harbor, be considered
                  immediate and heavy financial need:

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

                                       65
<PAGE>

                  (2)      The purchase (excluding mortgage payments) of a
                           principal residence of the Participant;

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

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

                  As to the amount required to satisfy the financial need, as a
                  general rule, a distribution will be considered necessary
                  except to the extent that the Participant has truthfully
                  represented to the Plan Administrator that the financial need
                  remains unsatisfied after all reimbursement or compensation by
                  insurance, reasonable liquidation of the assets of the
                  Participant and those of his spouse and minor children which
                  are reasonably available to the Participant, cessation of
                  Salary Reduction Contributions under the Plan and salary
                  reduction contributions under all other plans of the Company
                  or an Affiliate, borrowing from commercial sources, and all
                  other distributions or non-taxable loans from any employer.
                  Without derogation of the general rule expressed in the
                  preceding sentence, as a safe harbor, a distribution shall be
                  considered necessary to satisfy the financial need if all of
                  the following conditions are met:

                  (1)      the amount of the distribution does not exceed the
                           amount of the financial need;

                  (2)      the Participant has obtained all loans and all other
                           distributions available under all plans of the
                           Company or an Affiliate;

                                       66
<PAGE>

                  (3)      for Plan Years beginning prior to December 31, 2001,
                           the Participant's Salary Reduction Contributions and
                           Voluntary Employee Contributions under this Plan and
                           salary reduction contributions and after-tax employee
                           contributions under all other plans of the Company
                           and any Affiliate are suspended for at least twelve
                           (12) months following the distribution and, for Plan
                           Years beginning on or after January 1, 2002, the
                           Participant's Salary Reduction Contributions and
                           Voluntary Employee Contributions under this Plan and
                           salary reduction contributions and after-tax employee
                           contributions under all other plans of the Company
                           and any Affiliate are suspended for at least six (6)
                           months following the distribution; and

                  (4)      the Participant's Salary Reduction Contributions
                           under this Plan and salary reduction contributions
                           under all other plans of the Company and any
                           Affiliate which are made during the year of the
                           distribution will count against the dollar limit on
                           elective deferrals under Section 402(g) of the Code
                           for the calendar year following the calendar year of
                           the distribution.

8.04     WITHDRAWALS AFTER AGE FIFTY-NINE AND ONE-HALF (59 1/2)

         (a)      A Participant who has attained age fifty-nine and one-half (59
                  1/2) may elect in writing to withdraw the entire value of his
                  Salary Reduction Contribution Account or any portion thereof
                  for any reason.

                  (1)      The Participant must request the distribution at
                           least thirty (30) days prior to the effective date of
                           the withdrawal and must make his request on a form
                           approved by the Plan Administrator.

                                       67
<PAGE>

8.05     VOLUNTARY EMPLOYEE CONTRIBUTIONS

         (a)      A Participant may elect in writing to withdraw the entire
                  value of his Voluntary Employee Contribution Account or any
                  portion thereof.

         (b)      The Participant must request the withdrawal at least thirty
                  (30) days prior to the effective date of the withdrawal and
                  must make his request on a form approved by the Plan
                  Administrator.

8.06     ROLLOVER CONTRIBUTIONS

         (a)      A Participant may elect in writing to withdraw the entire
                  balance in his Rollover Account at any time.

         (c)      The Participant must request the withdrawal at least thirty
                  (30) days prior to the effective date of the withdrawal and
                  must make his request on a form approved by the Plan
                  Administrator.

         (d)      Any Participant who withdraws the balance in his Rollover
                  Account pursuant to this Section shall not be permitted to
                  make another rollover contribution to the Plan of all or any
                  portion of the distributed funds.

                                       68
<PAGE>

                                   ARTICLE IX
                             ROLLOVERS AND TRANSFERS

9.01     ROLLOVERS

         Any Employee, regardless of whether or not he has become a Participant
         in the Plan pursuant to Article II, may, subject to obtaining the prior
         approval of the Plan Administrator, at any time transfer to the Trust
         Fund, an eligible rollover distribution from a qualified plan described
         in Section 401(a) or 403(a) of the Code. Effective January 1, 2002, an
         Employee may also transfer to the Trust Fund an eligible rollover
         distribution from:

         (a)      an annuity contract described in Section 403(b) of the Code;
                  and

         (b)      an eligible plan under Section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  agency or instrumentality of a state or political subdivision
                  of a state.

         Any Employee, regardless of whether or not he has become a Participant
         in the Plan pursuant to Article II, may, subject to obtaining the prior
         approval of the Plan Administrator, at any time, cause an eligible
         rollover distribution to be directly rolled over to the Trust Fund from
         a qualified plan described in Section 401(a) or 403(a) of the Code, and
         effective January 1, 2002, including after-tax employee contributions
         made to such plans. Further effective January 1, 2002, a direct
         rollover may be made to the Trust Fund from:

         (a)      an annuity contract described in Section 403(b) of the Code
                  including after-tax employee contributions; and

         (b)      an eligible plan under Section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  any agency or instrumentality of a state or political
                  subdivision of a state.

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<PAGE>

         The Plan will not accept Participant rollover or direct rollover
         contributions from individual retirement accounts other than from a
         "conduit" individual retirement account.

         The Employee shall furnish the Plan Administrator with a written
         statement that the contribution to the Trust Fund is a rollover
         contribution, together with such other statements and information as
         may be required by the Plan Administrator in order to establish that
         such contribution does not contain amounts from sources other than
         provided above, and that such rollover contribution otherwise meets the
         requirements of law. Acceptance by the Plan Administrator of any amount
         under these provisions shall not be construed as a determination of the
         Employee's tax consequences by the Plan Administrator.

9.02     TRANSFERS

         The Trustee is hereby authorized to accept assets that represent an
         Employee's interest (whether attributable to employer or employee
         contributions) from another qualified trust under Section 401(a) of the
         Code directly from such other trust's trustees, whether or not such
         other plan is maintained by a Participating Employer.

         No amount shall be transferred to this Plan from any other plan if the
         accrued benefit payable to the Participant under such other plan must
         be provided in the form of a qualified joint and survivor annuity or if
         a qualified pre-retirement survivor annuity must be provided to the
         surviving spouse of such Participant with respect to such accrued
         benefit.

9.03     ROLLOVER ACCOUNT

         The Company shall direct the Trustee to establish and maintain a
         Rollover Account in the name of each Employee who elects to transfer or
         roll over amounts into the Trust Fund pursuant to the provisions of
         this Article IX. The

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<PAGE>

         Rollover Account shall be maintained by the Trustee for the exclusive
         benefit of the Employee, shall be credited with earnings thereon as
         provided by Section 5.02, and shall at all times be fully vested and
         nonforfeitable.

                                       71
<PAGE>

                                    ARTICLE X
                              TOP-HEAVY PROVISIONS

10.01    EFFECTIVE DATE

         Notwithstanding anything herein to the contrary, the following
         provisions shall apply and shall supersede any conflicting Plan
         provisions with respect to any Plan Year in which this Plan is deemed
         to be Top-heavy.

10.02    DEFINITIONS

         DETERMINATION DATE means, with respect to any Plan Year, the last
         calendar day of the immediately preceding Plan Year or, in the case of
         the first Plan Year, the last calendar day of the first Plan Year.

         KEY EMPLOYEE means any Employee or former Employee (or any Beneficiary
         of such Employee) who, at any time during (i) the Plan Year that
         includes the Determination Date, and (ii) for Plan Years beginning
         before January 1, 2002, any of the four (4) immediately preceding Plan
         Years (or if fewer, the total number of Plan Years during which the
         Plan has been in effect) was:

         (a)      An officer of the Participating Employer or an Affiliate who,
                  (i) for Plan Years beginning before January 1, 2002, has an
                  annual compensation in excess of fifty percent (50%) of the
                  dollar limitation under Section 415(b)(1)(A) of the Code for
                  such Plan Year, or (ii) for Plan Years beginning after
                  December 31, 2001, has annual compensation greater than one
                  hundred thirty thousand dollars ($130,000) (as adjusted under
                  Section 416(i)(1)(A) of the Code for Plan Years beginning
                  after December 31, 2002);

                                       72
<PAGE>

         (b)      For Plan Years beginning before January 1, 2002, one (1) of
                  the ten (10) Employees whose compensation exceeds fifty
                  percent (50%) of the amount in effect under Section
                  415(b)(1)(A) of the Code for such Plan Year;

         (c)      A five percent (5%) owner of the Participating Employer; or

         (d)      A one percent (1%) owner of the Participating Employer whose
                  annual compensation from the Participating Employer and
                  Affiliates exceeds one hundred fifty thousand dollars
                  ($150,000).

         An officer is defined as an actual officer of the Participating
         Employer or an Affiliate; provided, however, that not more than the
         greater of three (3) Employees or ten percent (10%) of the Employees
         (but in no event more than fifty (50) Employees) shall be considered as
         officers in determining whether the Plan is Top-heavy. Effective for
         Plan Years beginning after December 31, 2001, for purposes of this
         section, annual compensation means compensation within the meaning of
         Section 415(c)(3) of the Code. The determination of who is a key
         employee will be made in accordance with Section 416(i)(1) of the Code
         and the applicable regulations and other guidance of general
         applicability issued thereafter.

         NON-KEY EMPLOYEE means any Employee who is not a Key Employee.

         PERMISSIVE AGGREGATION GROUP means the Required Aggregation Group of
         plans plus any other plan or plans of the Participating Employer or an
         Affiliate which, when considered as a group with the Required
         Aggregation Group, would continue to satisfy the requirements of
         Sections 401(a)(4) and 410 of the Code.

         REQUIRED AGGREGATION GROUP means the group of:

                                       73
<PAGE>

         (a)      Each qualified plan of the Participating Employer or an
                  Affiliate in which at least one (1) Key Employee participates;
                  and

         (b)      Any other qualified plan of the Participating Employer or an
                  Affiliate which enables a plan described in paragraph (a)
                  above to meet the requirements of Section 401(a)(4) or Section
                  410 of the Code.

         TOP-HEAVY

         The Plan shall be deemed to be Top-heavy for any Plan Year if, as of
         the Determination Date for such Plan Year, any of the following
         conditions exists:

         (a)      If the Top-heavy Ratio for the Plan exceeds sixty percent
                  (60%) and the Plan is not part of a Required Aggregation Group
                  of plans or a Permissive Aggregation Group of plans;

         (b)      If the Plan is part of a Required Aggregation Group of plans
                  (but is not part of a Permissive Aggregation Group of plans)
                  and the Top-heavy Ratio for the group of plans exceeds sixty
                  percent (60%); or

         (c)      If the Plan is part of a Required Aggregation Group of plans
                  and part of a Permissive Aggregation Group of plans and the
                  Top-heavy Ratio for the Permissive Aggregation Group of plans
                  exceeds sixty percent (60%).

         TOP-HEAVY RATIO

         (a)      If the Participating Employer or an Affiliate maintains one
                  (1) or more defined contribution plans (including any
                  simplified employee pension plan) and the Participating
                  Employer or Affiliate has not maintained any defined benefit
                  plan which, during the applicable period described in (d)
                  below, has or has had any accrued benefits, the Top-heavy
                  Ratio for the Plan or for the

                                       74
<PAGE>

                  Required Aggregation Group or the Permissive Aggregation
                  Group, as appropriate, shall be a fraction, the numerator of
                  which is the sum of the account balances of all Key Employees
                  under the aggregated defined contribution plans as of the
                  Determination Date and the denominator of which is the sum of
                  all account balances of all Participants as of the
                  Determination Date, both computed in accordance with Section
                  416 of the Code. The numerator and denominator of the
                  Top-heavy Ratio shall be adjusted to reflect any contribution
                  not actually made as of the Determination Date, but which is
                  required to be taken into account on that date under Section
                  416 of the Code.

         (b)      If the Participating Employer or an Affiliate maintains or has
                  maintained one (1) or more defined contribution plans
                  (including any simplified employee pension plan) and the
                  Participating Employer or Affiliate maintains or has
                  maintained one (1) or more defined benefit plans which, during
                  the applicable period described in (d) below, has or has had
                  any accrued benefits, the Top-heavy Ratio for the Required
                  Aggregation Group or the Permissive Aggregation Group, as
                  appropriate, shall be a fraction, the numerator of which is
                  the sum of the account balances of all Key Employees under the
                  aggregated defined contribution plans and the present value of
                  the accrued benefits of all Key Employees under the aggregated
                  defined benefit plans as of the Determination Date, and the
                  denominator of which is the sum of the account balances of all
                  Participants under the aggregated defined contribution plans
                  and the present value of the accrued benefits of all
                  Participants under the aggregated defined benefit plans as of
                  the Determination Date, determined in accordance with Section
                  416 of the Code.

         (c)      For purposes of paragraphs (a) and (b) above, the value of the
                  account balances and the present value of the accrued benefits
                  shall be determined as of the most recent Valuation Date
                  occurring within the twelve (12) month period ending on the
                  Determination Date, except as provided in Section 416

                                       75
<PAGE>

                  of the Code for the first and second Plan Years of a defined
                  benefit plan. Effective January 1, 1987, the accrued benefits
                  of Non-key Employees shall be determined under the method
                  which is used for accrual purposes for all plans of the
                  Participating Employers and Affiliates or, if there is no such
                  method, then as if such benefit accrued not more rapidly than
                  the slowest accrual rate permitted under the fractional
                  accrual rate of Code Section 411(b)(1)(C). The account
                  balances and the accrued benefits of a Participant who is not
                  a Key Employee but who was a Key Employee in a prior Plan Year
                  or, effective for Plan Years beginning on and after January 1,
                  1985, who has not performed any services for the Participating
                  Employer under the Plan at any time during the five (5) Plan
                  Year period ending on the Determination Date shall be
                  disregarded. The calculation of the Top-heavy Ratio and the
                  extent to which distributions, rollovers, and direct transfers
                  are taken into account shall be made in accordance with
                  Section 416 of the Code. When aggregating plans, the value of
                  the account balances and the present value of the accrued
                  benefits shall be calculated with reference to the
                  Determination Dates that fall within the same calendar year.

         (d)      For Plan Years beginning before January 1, 2002, the
                  applicable period referred to in (a) and (b) above is the five
                  (5) year period ending on the Determination Date. The value of
                  account balances and the Present Value of accrued benefits for
                  any Participant as of the Determination Date shall be
                  increased by the aggregate distributions made with respect to
                  such Participant under the Plan and any plan aggregated with
                  the Plan under Section 416(g)(2) of the Code during the five
                  (5) year period ending on the Determination Date.

                  For Plan Years beginning after December 31, 2001, the
                  applicable period referred to in (a) and (b) above is the one
                  (1) year period ending on the Determination Date. The value of
                  account balances and the Present Value of accrued benefits for
                  any Participant as of the Determination Date shall be
                  increased by the distributions made with respect to such
                  Participant under the Plan and any plan aggregated with the
                  Plan under Section 416(g)(2) of the

                                       76
<PAGE>

                  Code during the one (1) year period ending on the
                  Determination Date. However, in the case of a distribution
                  made for a reason other than separation from service, death,
                  or disability, this paragraph shall be applied by substituting
                  "five-year period" for "one-year period."

                  The preceding provisions shall also apply to distributions
                  under a terminated plan which, had it not been terminated,
                  would have been aggregated with this Plan under Section
                  416(g)(2)(A)(i) of the Code.

                  If any individual has not performed services for the
                  Participating Employer or an Affiliate and has not received
                  any compensation from the Employer (other than benefits under
                  the Plan) (i) at any time during the five (5) year period
                  ending on the Determination Date for Plan Years beginning
                  before January 1, 2002, or (ii) at any time during the one (1)
                  year period ending on the Determination Date for Plan Years
                  beginning after December 31, 2001, the value of any account
                  balances and the present value of accrued benefits for such
                  individual shall not be taken into account.

         VALUATION DATE means the same valuation date used for computing plan
         costs for minimum funding, regardless of whether an actuarial valuation
         is performed that year.

10.03    SPECIAL CODE SECTION 415 LIMITATIONS

         Effective for limitation years beginning before January 1, 2000, for
         purposes of Section 5.06, in any Plan Year during which the Plan is
         deemed to be Top-heavy and in which the Participating Employer also
         maintains a defined benefit plan which is deemed to be Top-heavy, the
         number 1.25 shall be replaced by the number 1.0 to the extent required
         under Section 416(h) of the Code; provided, however, that such
         adjustment shall not occur if the Top-heavy Ratio does not exceed
         ninety percent (90%) and additional contributions or benefits are
         provided for Non-key Employees in accordance with the provisions of
         Sections

                                       77
<PAGE>

         416(h)(2)(A) and (B) of the Code. In such case, a minimum accrued
         benefit shall be provided under the defined benefit plan for each
         Non-key Employee covered under both plans equal to three percent (3%)
         of the Participant's average compensation for the five (5) consecutive
         years for which the Participant had the highest compensation, subject
         to a maximum of thirty percent (30%) of such compensation.

10.04    MINIMUM ALLOCATION REQUIREMENTS

         (a)      The Company Contributions allocated on behalf of any
                  Participant who is not a Key Employee shall not be less than
                  the lesser of three percent (3%) of such Participant's
                  compensation or the largest percentage of Company
                  Contributions allocated on behalf of any Key Employee for that
                  Plan Year, without, in either event, taking into consideration
                  any contributions or benefits under Social Security or any
                  similar legislation. The preceding provisions shall not apply
                  to any Participant who was not employed by a Participating
                  Employer on the last day of the Plan Year.

         (b)      The minimum allocation in paragraph (a) shall be made even
                  though, under other Plan provisions, the Participant would not
                  otherwise be entitled to receive an allocation, or would have
                  received a lesser allocation for the Plan Year because the
                  Participant failed to complete at least one thousand (1,000)
                  Hours of Service, the Participant's compensation was less than
                  any stated amount, or the Participant failed to make mandatory
                  contributions to the Plan. For purposes of computing the
                  minimum allocation, compensation shall mean compensation as
                  defined in Section 5.05(d) of the Plan. The minimum allocation
                  above shall not apply to a Participant covered under another
                  defined contribution plan of a Participating Employer if such
                  Participant receives the minimum allocation under such other
                  plan, including, effective for Plan Years beginning after
                  December 31, 2001, a plan that consists solely of a cash or
                  deferred arrangement which meets the requirements of Section
                  401(k)(12) of the Code and matching contributions

                                       78
<PAGE>

                  with respect to which the requirements of Section 401(m)(11)
                  of the Code are met.

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

         (d)      For Plan Years beginning prior to January 1, 1989, amounts
                  contributed as Salary Reduction Contributions shall be counted
                  toward the minimum allocation required by this Section 10.04.

         (e)      Effective for Plan Years beginning after December 31, 2001,
                  Employer matching contributions shall be taken into account
                  for purposes of satisfying the minimum contribution
                  requirements of Section 416(c)(2) of the Code and the Plan.
                  The preceding sentence shall apply with respect to matching
                  contributions under the Plan or, if the Plan provides that the
                  minimum contribution requirement shall be met in another plan,
                  such other plan. Employer matching contributions that are used
                  to satisfy the minimum contribution requirements shall be
                  treated as matching contributions for purposes of the actual
                  contribution percentage test and other requirements of Section
                  401(m) of the Code.

10.05    MINIMUM VESTING REQUIREMENTS

         (a)      For any Plan Year beginning before January 1, 2001 in which
                  the Plan is Top-heavy, the Plan shall have the following
                  vesting schedule:

<TABLE>
<CAPTION>
Completed Years of           Vested
 Vesting Service           Percentage
<S>                        <C>
   Less than 2                  0%
2 but less than 3              20%
3 but less than 4              40%
4 but less than 5              60%
</TABLE>

                                       79
<PAGE>

<TABLE>
<S>                           <C>
5 but less than 6              80%
    6 or more                 100%
</TABLE>

                  For any Plan Year beginning on or after January 1, 2001 in
                  which the Plan is Top-heavy, the Plan shall have the following
                  vesting schedule:

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

         (b)      The vesting schedule contained in paragraph (a) above shall
                  apply to the Participant's total Company Contribution Account
                  Balance, including that portion which was allocated prior to
                  the Plan Year that the Plan became Top-heavy. However, such
                  vesting schedule shall apply only to the extent that it
                  provides more favorable vesting than Section 6.02.

         (c)      A shift to the vesting schedule contained in paragraph (a)
                  above shall be deemed to be an amendment to the vesting
                  schedule contained in Section 6.02.

         (d)      Anything to the contrary notwithstanding, this Section 10.05
                  shall not apply to any Participant who has not received credit
                  for an Hour of Service after the Plan initially became
                  Top-heavy.

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<PAGE>

                                   ARTICLE XI
                               MANAGEMENT OF FUNDS

11.01    APPOINTMENT OF TRUSTEE

         A Trustee shall be appointed by the Company to administer the Trust
         Fund. The Trustee shall serve at the pleasure of the Company and shall
         have the rights, powers, and duties set forth in the Trust Agreement.
         All assets of the Trust Fund shall be held, invested, and reinvested by
         the Trustee.

11.02    ASSETS OF TRUST

         All contributions under this Plan shall be paid to the Trustee and,
         except as provided in Section 11.03, all assets of the Trust Fund,
         including income from investments and from all other sources, shall be
         retained for the exclusive benefit of Participants, former
         Participants, and their Beneficiaries, and shall be used to pay
         benefits to such persons, or to pay expenses of administration of the
         Plan and Trust to the extent not paid by the Company or Participating
         Employer.

11.03    REVERSION OF COMPANY CONTRIBUTIONS

         At no time shall any part of the corpus or income of the Trust Fund be
         used for or diverted to purposes other than for the exclusive benefit
         of Participants and their Beneficiaries.

         Notwithstanding the above, contributions made by a Participating
         Employer may be returned to a Participating Employer in the following
         cases:

         (a)      If a contribution is made by a Participating Employer by a
                  mistake in fact, such contribution shall be returned to such
                  Participating Employer within one (1) year after the payment
                  of the contribution to the Trust Fund.

                                       81
<PAGE>

         (b)      If a contribution is conditioned on initial qualification of
                  the Plan under Section 410(a) of the Code, and if the Plan
                  does not qualify, then such contribution shall be returned to
                  the Participating Employer within one (1) year after the date
                  of denial of qualification of the Plan.

         (c)      If a contribution is conditioned upon the deductibility of the
                  contribution under Section 404(a) of the Code, then, to the
                  extent the deduction is disallowed, such a contribution shall
                  be returned to the Participating Employer within one (1) year
                  after the disallowance of the deduction if so requested by the
                  Participating Employer.

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<PAGE>

                                   ARTICLE XII
                             ADMINISTRATION OF PLAN

12.01    PLAN ADMINISTRATOR

         The Company shall be the Plan Administrator. The Company may appoint
         one (1) or more persons to act as its agent or delegate to aid in
         carrying out its administrative duties.

12.02    RIGHTS, POWERS, AND DUTIES OF PLAN ADMINISTRATOR

         The Plan Administrator shall have such authority as may be necessary to
         discharge its responsibilities under the Plan, including the following
         rights, powers, and duties:

         (a)      The Plan Administrator shall adopt rules governing its
                  procedures not inconsistent herewith, and shall keep a
                  permanent record of its meetings and actions. The Plan
                  Administrator shall administer the Plan uniformly and
                  consistently with respect to persons who are similarly
                  situated. The Plan Administrator shall maintain the Accounts
                  of Participants and Beneficiaries under the Plan or shall
                  cause them to be maintained under its direction.

         (b)      The Plan Administrator shall direct the Trustee in writing to
                  make payments from the Trust Fund to persons who qualify for
                  such payments hereunder. Such written order to the Trustee
                  shall specify the name of the person, his address, and the
                  amount and frequency of such payments.

         (c)      The Plan Administrator shall not take action or direct the
                  Trustee to take any action with respect to any of the benefits
                  provided hereunder which would be discriminatory in favor of
                  those Participants or Employees who are officers,
                  shareholders, or highly compensated Employees of a
                  Participating Employer.

                                       83
<PAGE>

         (d)      The Plan Administrator shall have the sole responsibility for
                  the administration of the Plan, and, except as herein
                  expressly provided, the Plan Administrator shall have the
                  exclusive right to interpret the provisions of the Plan and to
                  determine any question arising hereunder or in connection with
                  the administration of the Plan, including the remedying of any
                  omission, inconsistency, or ambiguity, and its decision or
                  action in respect thereof shall be conclusive and binding upon
                  any and all Participants, former Participants, Beneficiaries,
                  heirs, distributees, executors, administrators, and assigns,
                  subject to the provisions of Article XIII. Any final
                  determination by the Plan Administrator, including a final
                  claims decision under Article XIII, shall be binding on all
                  parties. If challenged in court, such determination shall not
                  be subject to review.

         (e)      The Plan Administrator may employ such counsel and agents in
                  such clerical, medical, accounting, and other services as it
                  may require in carrying out the provisions of the Plan.

         (f)      Participants, former Participants, or their Beneficiaries
                  shall be notified by the Plan Administrator of their right to
                  receive benefits. The Plan Administrator shall establish a
                  uniform procedure for such notification.

         (g)      The Plan Administrator shall establish reasonable procedures
                  to determine whether a Domestic Relations Order is a Qualified
                  Domestic Relations Order. Such procedures must be in writing,
                  must provide for the prompt notification of each person
                  specified in the order as being entitled to payment of
                  benefits under the Plan, and must permit an Alternate Payee to
                  designate a representative for receipt of copies of notices
                  that are sent to the Alternate Payee with respect to a
                  Domestic Relations Order.

         (h)      The Plan Administrator may establish procedures which a
                  Participant must follow in verifying maternity or paternity
                  leave and the length thereof.

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<PAGE>

12.03    EXERCISE OF PLAN ADMINISTRATOR'S DUTIES

         The Plan Administrator shall discharge its duties solely in the
         interest of Participants, former Participants, and their Beneficiaries:

         (a)      For the exclusive purposes of providing benefits to such
                  Participants, former Participants, and Beneficiaries and, in
                  the discretion of the Company, defraying reasonable expenses
                  of Plan administration; and

         (b)      With the care, skill, prudence, and diligence under the
                  circumstances then prevailing that a prudent man acting in a
                  like capacity and familiar with such matters would use in the
                  conduct of an enterprise of a like character and with like
                  aims.

12.04    INDEMNIFICATION OF FIDUCIARIES

         The Participating Employers shall indemnify all officers or
         representatives of the Participating Employers and Employees assigned
         fiduciary responsibility under Federal law to the extent that such
         officers or representatives of the Participating Employers or Employees
         incur loss or damage which may result from such officers' or
         representatives' or Employees' duties, exercises of discretion under
         the Plan, or any other acts or omissions hereunder. Such duties,
         exercises of discretion, acts, or omissions shall not be indemnified by
         the Participating Employers in the event that such loss or damage is
         judicially determined or agreed by the officers or representatives of
         the Participating Employers or Employees to be due to their respective
         gross negligence or willful misconduct.

                                       85
<PAGE>

12.05    COMPENSATION

         Any individual acting as agent of the Plan Administrator shall serve
         without compensation for services as such, but all proper expenses
         incurred by the individual incident to the functioning of the Plan
         shall be paid by the Participating Employers.

                                       86
<PAGE>

                                  ARTICLE XIII
                                CLAIMS PROCEDURES

13.01    CLAIMS REVIEW

         Any Participant, former Participant, or Beneficiary of either who
         wishes to request a review of a claim for benefits or who wishes an
         explanation of a benefit or its denial may direct to the Plan
         Administrator a written request for such review. The Plan Administrator
         shall respond to the request by issuing a notice to the claimant as
         soon as possible but in no event later than ninety (90) days from the
         date of the request. This notice furnished by the Plan Administrator
         shall be written in a manner calculated to be understood by the
         claimant and shall include the following:

         (a)      The specific reason or reasons for any denial of benefits;

         (b)      The specific Plan provisions on which any denial is based;

         (c)      A description of any further material or information which is
                  necessary for the claimant to perfect his claim and an
                  explanation of why the material or information is needed; and

         (d)      An explanation of the Plan's claim appeals procedure.

         If the claimant does not respond to the notice, posted by first-class
         mail to the address of record of the Plan Administrator, within sixty
         (60) days from the posting of the notice, the claimant shall be
         considered satisfied in all respects. If the Plan Administrator fails
         to respond to the claimant's written request for review within ninety
         (90) days of its receipt, the claimant shall be entitled to proceed to
         the claim appeals procedure described in Section 13.02.

                                       87
<PAGE>

13.02    APPEALS PROCEDURE

         In the event that the claimant wishes to appeal the claim review
         denial, the claimant or his duly authorized representative shall submit
         to the Plan Administrator, within sixty (60) days of the posting of the
         notice, a written notification of appeal of the claim denial. The
         notification of appeal of the claim denial shall permit the claimant or
         his duly authorized representative to utilize the following formal
         claim review procedures:

         (a)      To review pertinent documents; and

         (b)      To submit issues and comments in writing to which the Plan
                  Administrator shall respond.

         The Plan Administrator shall furnish a written decision on the appeal
         no later than sixty (60) days after receipt of the notification of
         appeal, unless special circumstances require an extension of the time
         for processing the appeal and the claimant is notified of the extension
         by the end of the original 60-day period to consider the appeal. In no
         event, however, shall the Plan Administrator respond later than one
         hundred twenty (120) days after a request for a formal review. The
         decision on the appeal shall be in writing and shall include specific
         reasons for the decision, and shall be written in a manner calculated
         to be understood by the claimant and contain specific reference to the
         pertinent Plan provisions on which the decision is based.

13.03    DISABILITY CLAIM PROCEDURES

         Effective for all claims filed on or after January 1, 2002, in the case
         of a claim based upon a Total and Permanent Disability, the Plan
         Administrator shall notify the claimant of the approval or the denial
         of the claim within forty-five (45) days after the receipt of such
         claim unless, due to circumstances beyond the control of the Plan
         Administrator, an extension of time for processing the claim is
         required. If the Plan Administrator needs such an extension, the Plan

                                       88
<PAGE>

         Administrator shall furnish a written notice to the claimant that the
         review period will be extended by thirty (30) days before the end of
         the initial forty-five (45) day period. If, prior to the end of the
         first extension period, the Plan Administrator determines that
         circumstances beyond the control of the Plan prevent a decision from
         being rendered within that extension period, the period for making the
         determination may be extended for an additional thirty (30) days,
         provided that the Plan Administrator notifies the claimant prior to the
         end of the first extension period.

         In the case of an extension, the written notice shall specify the
         special circumstances requiring an extension and the date by which the
         Plan Administrator expects to reach a final decision. The date by which
         a decision is expected to be rendered shall not be later than (1)
         seventy-five (75) days after the date on which the claim was filed in
         the case of the first extension, or (2) one hundred and five (105) days
         after the date on which the claim was filed in the case of the second
         extension. The notice of extension shall specifically explain (1) the
         standards on which entitlement to a benefit is based, (2) the
         unresolved issues that prevent a final decision from being rendered on
         the claim, (3) the additional information needed to resolve those
         issues, and (4) that the claimant shall be afforded forty-five (45)
         days within which to provide the specified information. If the claimant
         must provide additional information to allow the Plan Administrator to
         make a decision on the claim, the review period shall be tolled until
         such information is provided

         In addition to the requirements for a notice of denial of benefits
         specified above in Section 13.01, a notice of denial of benefits based
         on Total and Permanent Disability shall contain the following:

         (a)      If an internal rule, guideline, protocol, or other similar
                  criterion was relied upon in making the adverse determination,
                  either the specific rule, guideline, protocol, or other
                  similar criterion; or a statement that such a rule, guideline,
                  protocol, or other similar criterion was relied upon in

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                  making the adverse determination and that a copy of such rule,
                  guideline, protocol or other criterion will be provided free
                  of charge to the claimant upon request; or

         (b)      If the adverse determination is based on a medical necessity
                  or experimental treatment or similar exclusion or limit,
                  either an explanation of the scientific or clinical judgment
                  for the determination, applying the terms of the Plan to the
                  claimant's medical circumstances, or a statement that such
                  explanation will be provided free of charge upon request.

         Effective for all claims filed on or after January 1, 2002, if a claim
         for benefits based upon Total and Permanent Disability is denied, in
         whole or in part, the claimant shall have the right to request that the
         Plan Administrator review the denial, provided that he files a written
         request for review with the Plan Administrator within one hundred
         eighty (180) days after the date on which he received written
         notification of the denial.

         In addition to the requirements for a review of a denial of a claim
         specified in Section 13.02, a review of a denial of a claim based on
         Total and Permanent Disability shall not afford deference to the
         initial adverse benefit determination and shall be conducted by an
         appropriate named fiduciary of the Plan who is neither the individual
         who made the adverse benefit determination that is the subject of the
         review, nor a subordinate of such individual.

         In reviewing an adverse determination of a claim based upon Total and
         Permanent Disability, that is based in whole or in part on a medical
         judgment, the Plan Administrator shall consult with a health care
         professional who has appropriate experience in the field of medicine
         involved in the medical judgment. The health care professional engaged
         for purposes of this consultation shall be an individual who is neither
         an individual who was consulted in connection with the initial adverse
         benefit determination that is the subject of the review, nor a
         subordinate of any such individual. In addition, the

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         Plan Administrator shall provide the identification of medical or
         vocational experts whose advice was obtained on behalf of the Plan in
         connection with the claimant's adverse benefit determination, without
         regard to whether the advice was relied upon in making the benefit
         determination.

         Within forty-five (45) days after a request for review is received, the
         review shall be made and the Plan Administrator shall advise the
         claimant in writing of the decision on review, unless special
         circumstances require an extension of time for processing the review.
         If the Plan Administrator needs such an extension, the Plan
         Administrator shall furnish a written notice to the claimant before the
         termination of the initial forty-five (45) day period. The written
         notice shall specify the reasons for the extension and when the review
         shall be completed (provided that such review shall be completed within
         ninety (90) days after the date on which the request for review was
         filed). The decision on review shall be forwarded to the claimant in
         writing and shall include specific reasons for the decision and
         references to Plan provisions upon which the decision is based. A
         decision on review shall be final and binding on all persons for all
         purposes. If a claimant shall fail to file a request for review
         according to the procedures herein outlined, such claimant shall have
         no rights to review and shall have no right to bring action in any
         court, and the denial of the claim shall become final and binding on
         all persons for all purposes.

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                                   ARTICLE XIV
                            AMENDMENT AND TERMINATION

14.01    TERMINATION

         (a)      It is the expectation of the Company and each Participating
                  Employer that it shall continue this Plan and the payment of
                  contributions hereunder indefinitely, but the continuation of
                  the Plan is not assumed as a contractual obligation of the
                  Company or of any Participating Employer, and the right is
                  reserved by the Company and each Participating Employer at any
                  time to permanently discontinue its contributions hereunder.
                  In the event that the Plan is terminated in whole or in part
                  or if contributions by the Company or any Participating
                  Employer are permanently discontinued, the interest of all
                  affected Participants shall be fully vested and
                  nonforfeitable.

         (b)      This Plan may be terminated by the Company at any time in its
                  sole discretion. In addition, each Participating Employer may
                  terminate the Plan with respect to its Employees at any time
                  in its sole discretion.

         (c)      Upon complete termination of the Plan, further payment of
                  Company Contributions to the Trust shall cease. Upon
                  termination of the Plan with respect to a Participating
                  Employer, further payment of that Participating Employer's
                  contributions to the Trust shall cease. The Plan Administrator
                  shall notify each affected Participant of the termination of
                  the Plan. Each affected Participant shall be entitled to
                  receive the entire amount of his Account Balances and the
                  Trustee shall make payment to each such Participant of such
                  amount.

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14.02    RIGHT TO AMEND, MODIFY, CHANGE, OR REVISE PLAN

         The Company, by appropriate action, may at any time and from time to
         time amend, modify, change, or revise this Plan in whole or in part,
         and each Participating Employer shall be bound thereby; provided,
         however:

         (a)      That no amendment shall have the effect of vesting in the
                  Company or any Participating Employer any interest in or
                  control of any funds, securities, or other property subject to
                  the terms of the Trust;

         (b)      That no amendment shall authorize or permit at any time any
                  part of the corpus or income of the Trust Fund to be used for
                  or diverted to purposes other than for the exclusive benefit
                  of Participants and their Beneficiaries, except as provided in
                  Section 11.03;

         (c)      That no amendment shall have any retroactive effect as to
                  deprive any Participant, former Participant, or Beneficiary of
                  any benefit already accrued, save only that no amendment made
                  in conformance with the provisions of the Code or any other
                  statute relating to employees' trusts, or of any official
                  regulation or rulings issued pursuant thereto, shall be
                  considered prejudicial to the rights of any Participant or
                  Beneficiary; and

         (d)      That no amendment shall eliminate an optional form of benefit
                  or decrease an Account Balance.

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<PAGE>

14.03    MERGER AND CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS

         In the case of any merger or consolidation with or transfer of assets
         and liabilities to any other plan, provisions shall be made so that
         each Participant in the Plan on the date thereof (if the Plan then
         terminated) would receive a benefit immediately after the merger,
         consolidation, or transfer which is equal to or greater than the
         benefit he would have been entitled to receive immediately prior to the
         merger, consolidation, or transfer (if the Plan had terminated).

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<PAGE>

                                   ARTICLE XV
                                  MISCELLANEOUS

15.01    NO CONTRACT OF EMPLOYMENT

         Nothing herein contained shall be construed to constitute a contract of
         employment between a Participating Employer and any Employee. The
         employment records of the Participating Employer and the Trustee's
         records shall be final and binding upon all Employees as to liability
         and participation.

15.02    RESTRICTIONS UPON ASSIGNMENTS AND CREDITORS' CLAIMS

         No interest of any person or entity in or right to receive
         distributions from the Trust Fund shall be subject in any manner to
         sale, transfer, assignment, pledge, attachment, garnishment, or other
         alienation or encumbrance of any kind, nor may any such interest or
         right to receive distributions be taken, either voluntarily or
         involuntarily, for the satisfaction of the debts of or other
         obligations or claims against such person or entity. The preceding
         sentence shall also apply to the creation, assignment, or recognition
         of a right to any benefit payable with respect to a Participant
         pursuant to a Domestic Relations Order unless such order is determined
         to be a Qualified Domestic Relations Order. A Domestic Relations Order
         entered before January 1, 1985 shall be treated as a Qualified Domestic
         Relations Order if payment of benefits pursuant to the order has
         commenced as of such date and may be treated as a Qualified Domestic
         Relations Order if payment of benefits has not commenced as of such
         date, even though the order does not satisfy the requirements of
         Section 414(p) of the Code.

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<PAGE>

15.03    RESTRICTION OF CLAIMS AGAINST TRUST

         The Trust under this Plan and the Trust Agreement from its inception
         shall be a separate entity aside and apart from the Company and each
         Participating Employer and its assets. The Trust and the corpus and
         income thereof shall in no event and in no manner whatsoever be subject
         to the rights or claims of any creditor of the Company or any
         Participating Employer. Neither the establishment of the Trust, the
         modification thereof, the creation of any fund or account, nor the
         payment of any benefits shall be construed as giving any Participant or
         any other person whomsoever any legal or equitable rights against the
         Company, any other Participating Employer, or the Trustee unless the
         same shall be specifically provided for in this Plan.

         Effective with respect to judgments, orders and decrees issued, and
         settlement agreements entered into, on or after August 5, 1997, the
         preceding provisions, as set forth in Section 401(a)(13)(A) of the
         Code, shall not apply to any offset of a Participant's benefits under
         the Plan against an amount that the Participant is ordered or required
         to pay to the Plan if such offset meets the requirements of Section
         401(a)(13)(C) of the Code.

15.04    BENEFITS PAYABLE BY TRUST

         All benefits payable under the Plan shall be paid or provided for
         solely from the Trust, and the Company and the Participating Employers
         do not assume any liability or responsibility therefor.

15.05    SUCCESSOR TO COMPANY

         In the event that any successor to the Company or Participating
         Employer, by merger, consolidation, purchase, or otherwise, shall elect
         to adopt the Plan, such successor shall be substituted hereunder for
         the Company or for such Participating Employer upon filing in writing
         with the Trustee of its election to do so.

                                       96
<PAGE>

15.06    APPLICABLE LAW

         The Plan shall be construed and administered in accordance with ERISA
         and with the laws of the Commonwealth of Delaware, to the extent that
         such laws are not preempted by ERISA.

15.07    DATA

         It shall be a condition precedent to the payment of all benefits under
         the Plan that each Participant and surviving spouse must furnish to the
         Plan Administrator such documents, evidence, or information as the Plan
         Administrator considers necessary or desirable for the purpose of
         administering the Plan, or to protect the Company, the Participating
         Employers, or the Trustee.

15.08    INTERNAL REVENUE SERVICE APPROVAL

         This Plan shall be effective as of the aforementioned Effective Date,
         provided that the Company shall obtain a favorable determination letter
         from the Internal Revenue Service that this Plan and the related Trust
         Agreement qualify under Sections 401(a) and 501(a) of the Code. Any
         modification or amendment of this Plan may be made retroactive as
         necessary or appropriate in order to secure or maintain such
         qualification.

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<PAGE>

                                   ARTICLE XVI

                         MINIMUM REQUIRED DISTRIBUTIONS

SECTION 1 GENERAL RULES

1.1. EFFECTIVE DATE. The provisions of this article will apply for purposes of
determining required minimum distributions for calendar years beginning with the
2003 calendar year.

1.2. PRECEDENCE. The requirements of this article will take precedence over any
inconsistent provisions of the Plan.

1.3. REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. All distributions
required under this article will be determined and made in accordance with the
Treasury regulations under Section 401(a)(9) of the Internal Revenue Code.

1.5. TEFRA SECTION 242(b)(2) ELECTIONS. Notwithstanding the other provisions of
this article, distributions may be made under a designation made before January
1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act (TEFRA) and the provisions of the plan that relate to section
242(b)(2) of TEFRA.

SECTION 2. TIME AND MANNER OF DISTRIBUTION.

2.1. REQUIRED BEGINNING DATE. The Participant's entire interest will be
distributed, or begin to be distributed, to the participant no later than the
participant's required beginning date.

2.2. DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN. If the Participant dies
before distributions begin, the Participant's entire interest will be
distributed, or begin to be

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<PAGE>

distributed, no later than as follows:

(a) If the Participant's surviving spouse is the Participant's sole designated
beneficiary, then, except as provided in Section 6 below, distributions to the
surviving spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died, or by December 31 of
the calendar year in which the Participant would have attained age 70 1/2, if
later.

(b) If the Participant's surviving spouse is not the Participant's sole
designated beneficiary, then distributions to the designated beneficiary will
begin by December 31 of the calendar year immediately following the calendar
year in which the Participant died.

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

(d) If the Participant's surviving spouse is the Participant's sole designated
beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this section 2.2, other than
section 2.2(a), will apply as if the surviving spouse were the Participant.

For purposes of this section 2.2 and section 4, unless section 2.2(d) applies,
distributions are considered to begin on the Participant's required beginning
date. If section 2.2(d) applies, distributions are considered to begin on the
date distributions are required to begin to the surviving spouse under section
2.2(a). If distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant's required
beginning date (or to the Participant's surviving spouse before the date
distributions are required to begin to the surviving spouse under section
2.2(a)), the date distributions are considered to begin is the date
distributions actually commence.

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<PAGE>

2.3. FORMS OF DISTRIBUTION. Unless the Participant's interest is distributed in
the form of an annuity purchased from an insurance company or in a single sum on
or before the required beginning date, as of the first distribution calendar
year distributions will be made in accordance with sections 3 and 4 of this
article. If the Participant's interest is distributed in the form of an annuity
purchased from an insurance company, distributions thereunder will be made in
accordance with the requirements of section 401(a)(9) of the Code and the
Treasury regulations.

SECTION 3. REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME.

3.1. AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRIBUTION CALENDAR
YEAR. During the Participant's lifetime, the minimum amount that will be
distributed for each distribution calendar year is the lesser of:

         (a) the quotient obtained by dividing the Participant's account balance
by the distribution period in the Uniform Lifetime Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the participant's age as of the
Participant's birthday in the distribution calendar year; or

         (b) if the Participant's sole designated beneficiary for the
distribution calendar year is the Participant's spouse, the quotient obtained by
dividing the Participant's account balance by the number in the Joint and Last
Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury regulations,
using the Participant's and spouse's attained ages as of the Participant's and
spouse's birthdays in the distribution calendar year.

3.2. LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF
PARTICIPANT'S DEATH. Required minimum distributions will be determined under
this section

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<PAGE>

3 beginning with the first distribution calendar year and up to and including
the distribution calendar year that includes the Participant's date of death.

SECTION 4. REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH.

4.1. DEATH ON OR AFTER DATE DISTRIBUTIONS BEGIN.

(a) Participant Survived by Designated Beneficiary. If the Participant dies on
or after the date distributions begin and there is a designated beneficiary, the
minimum amount that will be distributed for each distribution calendar year
after the year of the Participant's death is the quotient obtained by dividing
the Participant's account balance by the longer of the remaining life expectancy
of the Participant or the remaining life expectancy of the Participant's
designated beneficiary, determined as follows:

(1) The Participant's remaining life expectancy is calculated using the age of
the Participant in the year of death, reduced by one for each subsequent year.

(2) If the Participant's surviving spouse is the Participant's sole designated
beneficiary, the remaining life expectancy of the surviving spouse is calculated
for each distribution calendar year after the year of the Participant's death
using the surviving spouse's age as of the spouse's birthday in that year. For
distribution calendar years after the year of the surviving spouse's death, the
remaining life expectancy of the surviving spouse is calculated using the age of
the surviving spouse as of the spouse's birthday in the calendar year of the
spouse's death, reduced by one for each subsequent calendar year.

(3) If the Participant's surviving spouse is not the Participant's sole
designated beneficiary, the designated beneficiary's remaining life expectancy
is calculated using the age of the beneficiary in the year following the year of
the Participant's death, reduced by one for each subsequent year.

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<PAGE>

(b) No Designated Beneficiary. If the Participant dies on or after the date
distributions begin and there is no designated beneficiary as of September 30 of
the year after the year of the Participant's death, the minimum amount that will
be distributed for each distribution calendar year after the year of the
Participant's death is the quotient obtained by dividing the participant's
account balance by the Participant's remaining life expectancy calculated using
the age of the Participant in the year of death, reduced by one for each
subsequent year.

4.2. DEATH BEFORE DATE DISTRIBUTIONS BEGIN.

(a) Participant Survived by Designated Beneficiary. If the Participant dies
before the date distributions begin and there is a designated beneficiary, the
minimum amount that will be distributed for each distribution calendar year
after the year of the Participant's death is the quotient obtained by dividing
the Participant's account balance by the remaining life expectancy of the
Participant's designated beneficiary, determined as provided in section 4.1.

(b) No Designated Beneficiary. If the Participant dies before the date
distributions begin and there is no designated beneficiary as of September 30 of
the year following the year of the participant's death, distribution of the
Participant's entire interest will be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant's death.

(c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are
Required to Begin. If the Participant dies before the date distributions begin,
the Participant's surviving spouse is the Participant's sole designated
beneficiary, and the surviving spouse dies before distributions are required to
begin to the surviving spouse under section 2.2(a), this section 4.2 will apply
as if the surviving spouse were the Participant.

SECTION 5. DEFINITIONS.

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<PAGE>

5.1. DESIGNATED BENEFICIARY. The individual who is designated as the beneficiary
under Article I of the Plan and is the designated beneficiary under section
401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the
Treasury regulations.

5.2. DISTRIBUTION CALENDAR YEAR. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant's
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the participant's required beginning
date. For distributions beginning after the Participant's death, the first
distribution calendar year is the calendar year in which distributions are
required to begin under section 2.2. The required minimum distribution for the
Participant's first distribution calendar year will be made on or before the
Participant's required beginning date. The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participant's required beginning
date occurs, will be made on or before December 31 of that distribution calendar
year.

5.3. LIFE EXPECTANCY. Life expectancy as computed by use of the Single Life
Table in section 1.401(a)(9)-9 of the Treasury regulations.

5.4. PARTICIPANT'S ACCOUNT BALANCE. The account balance as of the last valuation
date in the calendar year immediately preceding the distribution calendar year
(valuation calendar year) increased by the amount of any contributions made and
allocated or forfeitures allocated to the account balance as of dates in the
valuation calendar year after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation date. The account
balance for the valuation calendar year includes any amounts rolled over or
transferred to the plan either in the valuation calendar year or in the
distribution calendar year if distributed or transferred in the valuation
calendar year.

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<PAGE>

5.5 REQUIRED BEGINNING DATE. The date specified in Section 401(a)(9)(C) of the
Code.

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<PAGE>

APPENDIX A

The terms of this Appendix A shall apply through the later of April 1, 2003 or
the ninetieth (90th) day after the date the Participant has been furnished a
summary that satisfies the requirements of Department of Labor Regulation
Section 2520.104b-3 for pension plans, at which time such provisions shall cease
to apply.

OPTIONAL FORMS OF PAYMENT

(a)      Prior to the later of April 1, 2003 or the ninetieth (90th) day after
         the date the Participant has been furnished a summary that satisfies
         the requirements of Department of Labor Regulation Section 2520.104b-3
         for pension plans, a Participant is permitted to elect to receive his
         vested Account Balance in the form of an annuity other than the
         applicable normal form following his termination of employment by
         making a qualified election, as described in paragraph (c) below:

         In addition, a married Participant may choose to receive payment in the
         form of a Life Annuity by making a qualified election, as described in
         paragraph (c) of this Appendix. Notwithstanding the foregoing,
         distribution may not be made over any period that exceeds:

         (1)      The life of the Participant;

         (2)      The life of the Participant and a designated Beneficiary;

         (3)      A period certain not extending beyond the life expectancy of
                  the Participant; or

         (4)      A period certain not extending beyond the joint and last
                  survivor expectancy of the Participant and a designated
                  Beneficiary.

(b)      If the Participant elects payment in the form of an annuity, the
         provisions of this paragraph (b) and the remainder of this Appendix A
         shall apply. If a Participant is legally married on the Annuity
         Starting Date, payment to the Participant shall be made in the form of
         a Qualified Joint and Survivor Annuity, unless an optional form of
         payment is selected pursuant to a qualified election, as described in
         paragraph (c).

         If a Participant is not married on the Annuity Starting Date, payment
         to the Participant shall be made in the form of a Life Annuity, unless
         an optional form of payment is selected pursuant to a qualified
         election, as described in paragraph (c).

         Notwithstanding the foregoing, if the value of the Participant's vested
         Account Balance (determined as of the Valuation Date preceding his
         Annuity Starting Date) is five thousand dollars ($5,000) or less (three
         thousand five hundred dollars ($3,500) prior to January 1, 1998),
         payment shall be made as soon as practicable in one (1) lump sum.

(c)      To make a qualified election, a married Participant must waive his
         right to the Qualified Joint and Survivor Annuity within the ninety
         (90) day period ending on the

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<PAGE>

         Annuity Starting Date. An unmarried Participant must waive his right to
         the Life Annuity in the same manner as if it were a waiver of the
         Qualified Joint and Survivor Annuity. A married Participant's spouse
         must consent to his waiver of the Qualified Joint and Survivor Annuity.
         The spouse's consent to the waiver must be in writing, must acknowledge
         the effect of the waiver, and must specify both the optional form of
         benefit selected and the specific Beneficiary designated, if
         applicable.

         In order to be valid, the spousal consent must be witnessed by a Plan
         representative or a notary public. Such spousal consent shall be
         revocable by the spouse at any time prior to the Annuity Starting Date.

         Notwithstanding this consent requirement, if the Participant
         establishes to the satisfaction of the Plan Administrator that such
         written consent may not be obtained because there is no spouse or the
         spouse cannot be located, a waiver will be deemed a qualified election.
         In the event that the spouse of a Participant is legally incompetent to
         give consent, such consent may be given by the spouse's legal guardian,
         which shall include the Participant in the event the Participant is the
         legal guardian of the spouse. In the event the Participant is legally
         separated or has been abandoned, as provided by a court order, spousal
         consent shall not be required, except where otherwise provided by a
         Qualified Domestic Relations Order.

         Any consent necessary under this provision will be valid only with
         respect to the spouse who signs the consent or, in the event of a
         deemed qualified election, the designated spouse. A revocation of a
         prior waiver may be made by a Participant without the consent of the
         spouse at any time before the Annuity Starting Date. The number of
         revocations shall not be limited.

(d)      The Plan Administrator shall provide to each Participant, no less than
         thirty (30) days and no more than ninety (90) days prior to the Annuity
         Starting Date, a written explanation of:

         (1)      The terms and conditions of a Qualified Joint and Survivor
                  Annuity or Life Annuity, as appropriate;

         (2)      The Participant's right to make and the effect of an election
                  to waive the Qualified Joint and Survivor Annuity or Life
                  Annuity form of payment, as appropriate;

         (3)      The rights of the Participant's spouse;

         (4)      The right to make and the effect of a revocation of a previous
                  election to waive the Qualified Joint and Survivor Annuity or
                  Life Annuity, as appropriate; and

         (5)      The relative values of the various forms of benefit available
                  under the Plan.

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<PAGE>

         If a Participant dies after election of an optional form but before the
         Annuity Starting Date, payment shall be made in accordance with
         "Payment to Beneficiaries", below.

(e)      Notwithstanding the provisions of paragraph (d) above, the following
         additional procedures shall apply to the distribution of benefits
         hereunder. If the Participant, after having received the written
         explanation of the Qualified Joint and Survivor Annuity or Life
         Annuity, as applicable, affirmatively elects a form of distribution and
         the spouse consents in writing to that form of distribution, if
         necessary, the Annuity Starting Date may be less than thirty (30) days
         after the written explanation was provided to the Participant, and the
         written explanation may be provided after the Annuity Starting Date
         provided the following requirements are met:

         (1)      The Plan Administrator provides information to the Participant
                  clearly indicating that the Participant has a right to at
                  least thirty (30) days to consider whether to waive the
                  Qualified Joint and Survivor Annuity or Life Annuity, as
                  applicable, and consent to an alternative form of
                  distribution. The Participant (and, if the Participant is
                  married, and if payment is to be made in a form other than a
                  joint and survivor annuity with the Participant's spouse as
                  Beneficiary, the Participant's Spouse) affirmatively waives
                  the requirement that the written explanation be provided at
                  least thirty (30) days before the Annuity Starting Date. In
                  such event, payment may commence less than thirty (30) days
                  after the written explanation is provided to the Participant.
                  If the written explanation is provided after the Annuity
                  Starting Date, the Participant (and, if the Participant is
                  married and if payment is to be made in a form other than a
                  joint or survivor annuity with the Participant's spouse as
                  Beneficiary, the Participant's spouse) affirmatively waives
                  the requirement that distribution must commence at least
                  thirty (30) days after the written explanation is provided. In
                  such event, payment may commence less than thirty (30) days
                  after the written explanation is provided to the Participant.

         (2)      The Participant is permitted to revoke an affirmative
                  distribution election at least until the Annuity Starting
                  Date, or, if later, at any time prior to the expiration of the
                  seven-day period that begins the day after the explanation of
                  the Qualified Joint and Survivor Annuity or Life Annuity is
                  provided to the Participant.

         (3)      Distribution in accordance with the affirmative election does
                  not commence before the expiration of the seven-day period
                  that begins the day after the explanation of the Qualified
                  Joint and Survivor Annuity or Life Annuity is provided to the
                  Participant. If the written explanation is provided after the
                  Annuity Starting Date, payments retroactive to such date shall
                  be made to the Participant when distribution commences.

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PAYMENTS TO BENEFICIARIES

(a)      If a Participant who has elected to receive benefits in the form of an
         annuity dies before the Annuity Starting Date, payment of his vested
         Account Balance shall be made to the surviving spouse of the
         Participant in the form of a Qualified Pre-retirement Survivor Annuity
         unless the Participant either has no spouse or has designated another
         Beneficiary in the manner described in Section 7.03 or the spouse
         elects to receive payment in a single lump sum. The surviving spouse
         may elect to receive payment as soon as administratively feasible after
         the Participant's death. Notwithstanding anything to the contrary, if
         the Participant's vested Account Balance is five thousand dollars
         ($5,000) (three thousand five hundred dollars ($3,500) prior to January
         1, 1998) or less, payment will be made to the surviving spouse in a
         single lump sum as soon as administratively feasible following the
         Participant's death. In order for the designation of a Beneficiary
         other than the spouse to be valid, the designation must have been made
         after the first day of the Plan Year in which the Participant attains
         age thirty-five (35), the designation must contain a waiver of the
         Qualified Pre-retirement Survivor Annuity, and the Participant's spouse
         must consent in writing to the waiver of the Qualified Pre-retirement
         Survivor Annuity and to the specific nonspouse Beneficiary designation.
         A valid spousal consent shall be witnessed by either a representative
         of the Plan or a notary public and shall be revocable by the spouse at
         any time prior to the Annuity Starting Date. The Plan Administrator
         shall provide to each Participant a written explanation of the
         Qualified Pre-retirement Survivor Annuity within the applicable period.
         With respect to any Participant, the applicable period means whichever
         of the following periods ends last:

         (1)      The period beginning with the first day of the Plan Year in
                  which the Participant attains age thirty-two (32) and ending
                  with the close of the Plan Year preceding the Plan Year in
                  which the Participant attains age thirty-five (35);

         (2)      A reasonable period ending after the individual becomes a
                  Participant; or

         (3)      A reasonable period ending after Section 401(a)(11) of the
                  Code first applies to the Participant.

         Notwithstanding the foregoing, in the case of a Participant who
         separates from service before attaining age thirty-five (35), the
         applicable period means the period beginning one (1) year before the
         separation from service and ending one (1) year after such separation.
         The written explanation of the Qualified Pre-retirement Survivor
         Annuity shall provide comparable notice and information to that
         described above with respect to the Qualified Joint and Survivor
         Annuity.

         A married Participant may designate a nonspouse Beneficiary prior to
         the first day of the Plan Year in which the Participant attains age
         thirty-five (35) if a written

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         explanation of the Qualified Pre-retirement Survivor Annuity is given
         to the participant by the Plan Administrator within a reasonable period
         prior to the time of the designation. Such early nonspouse Beneficiary
         designation shall become invalid as of the first day of the Plan Year
         in which the Participant attains age thirty-five (35). The designation
         of a nonspouse Beneficiary shall be revoked automatically upon the
         marriage or remarriage of a Participant. Notwithstanding the foregoing,
         the spousal consent requirement shall not apply if it is established to
         the satisfaction of the Plan Administrator either that the spouse
         cannot be located or that other circumstances set forth in regulations
         promulgated under Section 417 of the Code which preclude the necessity
         of the spouse's consent are present with respect to the Participant.

(b)      A Participant who is not married may designate a Beneficiary at any
         time. If a Participant is married on the date of his death, the
         Beneficiary of such Participant shall be his spouse unless the
         Participant's spouse consents in writing not be said Beneficiary. The
         spouse's consent must be acknowledge the effect of such consent not to
         be the Participant's Beneficiary and such written consent must be
         witnessed by either the Plan Administrator or a notary public. The
         consent must be limited to a benefit for a specific alternate
         Beneficiary. The designation of a nonspouse Beneficiary shall be
         revoked automatically upon the marriage or remarriage of a Participant.
         Notwithstanding the foregoing, this paragraph (b) shall not apply if it
         is established to the Plan Administrator's satisfaction either that the
         spouse cannot be located or that other circumstances set forth in
         regulations promulgated under Section 417 of the Code which preclude
         the necessity of the spouse's consent are present with respect to the
         Participant.

         If the Participant has elected the annuity form of payment and his
         surviving spouse is his Beneficiary, his surviving spouse may elect to
         receive payment in the form of a lump sum in lieu of the Qualified
         Pre-retirement Survivor Annuity within a reasonable period before
         benefits commence. If a designated Beneficiary shall die before the
         Participant, his interest shall terminate, and, unless otherwise
         provided in the Participant's designation, such interest shall be paid
         in equal shares to those Beneficiaries, if any, who survive the
         Participant.

LOANS

In the event a Participant is married at the time of the loan and has elected to
receive distribution of his Accounts in the form of an annuity, the spouse of
such Participant must consent to the loan and the possible reduction of the
Account Balance of the Participant to satisfy the loan. Such spousal consent
must be in writing, must be made within the ninety (90) day period prior to
making the loan, must acknowledge the effect of the loan, and must be witnessed
by either the Plan Administrator or notary public. The consent requirements
shall not apply if it is established to the satisfaction of the Plan
Administrator either that the spouse cannot be located or that other
circumstances set forth in regulations issued by the Secretary of

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the Treasury which preclude the necessity of the spouse's consent are present.
Further spousal consent is not required regardless of whether the Participant
subsequently has a change in spouse or change in marital status. Any
renegotiation, extension, renewal, or other revision of a loan shall be treated
as a new loan, requiring a new spousal consent in accordance with this
paragraph.

WITHDRAWALS

In the event a Participant is married at the time of any withdrawal and has
elected to receive distribution of his Accounts in the form of an annuity, the
Participant's spouse must consent to the withdrawal within the ninety (90) day
period preceding the date of the withdrawal. Such spousal consent must be in
writing, must acknowledge the effect of the withdrawal, and must be witnessed by
either a Plan representative or a notary public.

DEFINITIONS APPLICABLE TO THIS APPENDIX A

Annuity Starting Date means the first day of the first period for which a
benefit is payable.

Life Annuity means an annuity for the life of the Participant which is the
actuarial equivalent of the Participant's vested Account Balance.

Qualified Joint and Survivor Annuity means an annuity for the life of the
Participant with a survivor annuity for the life of the Participant's surviving
spouse equal to fifty percent (50%) of the amount of the annuity which is
payable during the joint lives of the Participant and his surviving spouse. The
Qualified Joint and Survivor Annuity shall be the actuarial equivalent of the
Participant's vested Account Balance.

Qualified Pre-retirement Survivor Annuity means an annuity for the life of the
surviving spouse of the Participant which is the actuarial equivalent of the
Participant's vested Account Balance.

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