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                                                                 Exhibit 4.01



                        CSK AUTO, INC. RETIREMENT PROGRAM


              (AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 1, 1999)
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                        CSK AUTO, INC. RETIREMENT PROGRAM
              (AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 1, 1999)

                                TABLE OF CONTENTS
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SECTION 1   DECLARATION; 404(C) PLAN STATUS......................................................................    2   
                  1.1 Declaration................................................................................    2
                  1.2 404(c) Plan Status.........................................................................    2
                                                                                                                     
SECTION 2   DEFINITIONS..........................................................................................    2
                  2.1  Account...................................................................................    2
                           2.1.1  Payroll Deduction Account......................................................    2
                           2.1.2  Company Matching Account.......................................................    2
                           2.1.3  Profit Sharing Account.........................................................    2
                           2.1.4  Rollover Account...............................................................    3
                           2.1.5  Voluntary Contribution Account.................................................    3
                  2.2  Accrued Benefit...........................................................................    3
                  2.3  Accrued Benefit (Employee)................................................................    3
                  2.4  Accrued Benefit (Employer)................................................................    3
                  2.5  Act.......................................................................................    3
                  2.6  Age.......................................................................................    3
                  2.7  Agent for Service of Process..............................................................    3
                  2.8  Anniversary Date..........................................................................    3
                  2.9  Beneficiary...............................................................................    3
                  2.10  Break in Service.........................................................................    3
                  2.11  Code.....................................................................................    3
                  2.12  Company..................................................................................    3
                  2.13  Compensation.............................................................................    4
                  2.14  Computation Period.......................................................................    4
                           2.14.1  Accrual Period................................................................    4
                           2.14.2  Eligibility Period............................................................    4
                           2.14.3  Vesting Period................................................................    4
                  2.15  Contributions............................................................................    4
                           2.15.1  Payroll Deduction Contribution................................................    4
                           2.15.2  Company Matching Contribution.................................................    4
                           2.15.3  Profit Sharing Contribution...................................................    5
                           2.15.4  Rollover Contribution.........................................................    5
                  2.16  CSK Common Stock.........................................................................    5
                  2.17  Disability...............................................................................    5
                  2.18  Early Retirement Age.....................................................................    5
                  2.19  Employee.................................................................................    5
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                  2.20  Employment Commencement Date.............................................................    5
                  2.21  Entry Date...............................................................................    5
                  2.22  Hour of Service..........................................................................    5
                  2.23  Investment Fund..........................................................................    6
                  2.24  Investment Manager.......................................................................    6
                  2.25  Limitation Year..........................................................................    6
                  2.26  Named Fiduciary..........................................................................    6
                  2.27  Net Profits..............................................................................    6
                  2.28  Normal Retirement Age....................................................................    6
                  2.29  Normal Retirement Date...................................................................    6
                  2.30  One Year Break in Service................................................................    6
                  2.31  Other Company............................................................................    6
                  2.32  Participant..............................................................................    7
                  2.33  Plan.....................................................................................    7
                  2.34  Plan Administrator.......................................................................    7
                  2.35  Plan Year................................................................................    7
                  2.36  Review Committee.........................................................................    7
                  2.37  Spouse...................................................................................    7
                  2.38  Surviving Spouse.........................................................................    7
                  2.39  Trust....................................................................................    7
                  2.40  Trustee..................................................................................    7
                  2.41  Trust Fund...............................................................................    7
                  2.42  Valuation Date...........................................................................    7
                  2.43  Year of Service..........................................................................    7
                                                                                                                     
SECTION 3   PARTICIPATION........................................................................................    8
                  3.1  Eligibility...............................................................................    8
                  3.2  Commencement..............................................................................    8
                  3.3  Termination; Re-employment................................................................    8
                  3.4  Special Rules for Military Service........................................................    8
                                                                                                                     
SECTION 4   CONTRIBUTIONS........................................................................................    9
                  4.1  Payroll Deduction Contribution............................................................    9
                  4.2  Increasing Payroll Deduction Contribution.................................................    9
                  4.3  Terminating or Reducing Payroll Deduction Contribution....................................    9
                  4.4 Payment of Payroll Deduction Contribution to Trustee.......................................    9
                  4.6  Company Profit Sharing Contribution.......................................................   10
                  4.7  Voluntary Contribution....................................................................   10
                  4.8  Return of Employer Contributions..........................................................   10
                                                                                                                    
SECTION 5   PLAN RESTATEMENT AND AMENDMENTS......................................................................   11
                                                                                                                    
SECTION 6   VESTING: FORFEITURES.................................................................................   11
                  6.1  Vesting in Accrued Benefit................................................................   11
                  6.2  Prohibited Amendments.....................................................................   11
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SECTION 7   ACCOUNTS AND RECORDS.................................................................................   11
                  7.1  Accounts and Records; Participant Reports.................................................   11
                  7.2  Investment Funds..........................................................................   11
                           7.2.1  CSK Common Stock fund..........................................................   11
                           7.2.2  Accounting Method..............................................................   12
                           7.2.3  Purchase of CSK Common Stock...................................................   12
                           7.2.4 Adequate Consideration..........................................................   13
                           7.2.6 Participant's Best Interest.....................................................   13
                           7.2.6 Commissions.....................................................................   13
                           7.2.7 Limit on Investment.............................................................   13
                  7.3  Valuation Date Adjustment.................................................................   13
                  7.4  Participant Directed Investments; Loans as Investments....................................   13
                  7.5  Transfers from Qualified Plans............................................................   14
                  7.6  Direct Rollover...........................................................................   15
                           7.6.1  Definitions....................................................................   15
                                    (a)  Direct Rollover.........................................................   15
                                    (b)  Distributee.............................................................   15
                                    (c)  Eligible Retirement Plan................................................   15
                                    (d)  Eligible Rollover Distribution..........................................   16
                           7.6.2  Special Rules..................................................................   16
                                                                                                                    
SECTION 8   BENEFITS.............................................................................................   17
                  8.1  Prohibited Distributions..................................................................   17
                  8.2  Distribution Events.......................................................................   17
                  8.3  Forms of Distribution.....................................................................   18
                  8.4  Beneficiaries in Event of Death...........................................................   18
                  8.5  Payment to Surviving Spouse...............................................................   19
                  8.6  Cash Out..................................................................................   19
                  8.7  Consent to Distribution...................................................................   19
                  8.8  Required Distribution.....................................................................   19
                  8.9  Other Required Distributions..............................................................   19
                  8.10  Distribution After Death of Participant..................................................   20
                                                                                                                    
SECTION 9   LOANS TO PARTICIPANTS AND HARDSHIP WITHDRAWALS BY PARTICIPANT........................................   20
                  9.1  Loans.....................................................................................   20
                           9.1.1  Amount of Loan.................................................................   20
                           9.1.2  Terms and Conditions...........................................................   20
                           9.1.3  Reliance.......................................................................   21
                  9.2  Hardship Withdrawals......................................................................   21
                           9.2.1  By Participants................................................................   22
                           9.2.2  Hardship Requirements..........................................................   22
                           9.2.3  Hardship Withdrawal Limitations................................................   23
                           9.2.4 Effect of Withdrawal on Stock Options...........................................   23
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SECTION 10   PLAN ADMINISTRATION AND PLAN MANAGEMENT.............................................................   23
                  10.1  Duties of Plan Administrator.............................................................   23
                  10.2  Authority to Delegate....................................................................   24
                  10.3  Bond.....................................................................................   24
                  10.4  Service of Process.......................................................................   24
                                                                                                                    
SECTION 11   DUTIES AND RIGHTS OF TRUSTEE........................................................................   24
                  11.1  Duties of Trustee........................................................................   24
                  11.2  No Duties Implied........................................................................   27
                                                                                                                    
                  11.3  Trustee as Owner.........................................................................   27
                  11.4  Records..................................................................................   27
                  11.5  Recipients of Payments...................................................................   27
                  11.6  Authority to Hire, Appoint, and be Compensated...........................................   27
                  11.7  No Liability Prior to Appointment........................................................   28
                  11.8  Fiduciary Liability......................................................................   28
                  11.9  Allocation of Duties Between Trustees....................................................   28
                  11.10  Retiring Trustee........................................................................   28
                                                                                                                    
SECTION 12 DEFERRAL LIMITATIONS AND EXCESS CONTRIBUTIONS.........................................................   29
                  12.1  Corrective Distribution of Excess Deferrals..............................................   29
                           12.1.1  Correction of Excess Deferrals After Taxable Year.............................   29
                           12.1.2  Correction of Excess Deferrals During the Taxable Year........................   29
                           12.1.3  Notice, Amount Distributable..................................................   30
                           12.1.4  Income Allocable to Excess Deferrals..........................................   30
                           12.1.5  No Employee or Spousal Consent Required.......................................   30
                           12.1.6  Forfeitures...................................................................   31
                           12.1.7  Definition....................................................................   31
                  12.2  Definitions..............................................................................   31
                           12.2.1  Actual Deferral Percentage....................................................   31
                           12.2.2  Actual Contribution Percentage................................................   31
                           12.2.3  Excess Contributions..........................................................   31
                           12.2.4  Excess Aggregate Contributions................................................   31
                           12.2.5  Highly Compensated Employee...................................................   31
                           12.2.6  Look-Back Year................................................................   32
                           12.2.7  Nonelective Contributions.....................................................   32
                           12.2.8  Non-Highly Compensated Employee...............................................   32
                  12.3  Actual Deferral Percentage Test..........................................................   32
                           12.3.1  Special Rules.................................................................   32
                           12.3.2  Determining Excess Contributions..............................................   33
                  12.4  Actual Contribution Percentage Test......................................................   34
                           12.4.1  Special Rules.................................................................   34
                           12.4.2  Determining Excess Aggregate Contributions....................................   34
                  12.5  Disposition of Excess Contributions......................................................   34
                           12.5.1  Distribution..................................................................   34
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                           12.5.2  Distribution Amount...........................................................   35
                           12.5.3  Forfeitures...................................................................   35
                  12.6  Distribution of Excess Aggregate Contributions...........................................   35
                           12.6.1  Forfeiture; Distribution......................................................   35
                           12.6.2  Determination of Income.......................................................   36
                           12.6.3  Maximum Amount................................................................   36
                           12.6.4  Allocation of Forfeitures.....................................................   36
                                                                                                                    
SECTION 13   ALLOCATION LIMITATION AND TOP HEAVY PROVISIONS......................................................   36
                  13.1  Maximum Annual Additions.................................................................   36
                           13.1.1  Estimation of Amount..........................................................   36
                           13.1.2  Estimation Excess.............................................................   36
                           13.1.3  Other Defined Contribution Plan Coverage......................................   37
                           13.1.4  Other Defined Benefit Plan Coverage...........................................   37
                           13.1.5  Definitions...................................................................   38
                                    (a)  Annual Additions........................................................   38
                                    (b)  Compensation............................................................   38
                                    (c)  Defined Benefit Plan Fraction...........................................   39
                                    (d)  Defined Contribution Plan Fraction......................................   40
                                    (e)  Company.................................................................   40
                                    (f)  Excess Amount...........................................................   40
                                    (g)  Highest Average Compensation............................................   40
                                    (h)  Limitation Year.........................................................   40
                                    (i)  Maximum Permissible Amount..............................................   40
                                    (j)  Projected Annual Benefit................................................   41
                           13.1.6  Compliance with Code Section 415..............................................   41
                  13.2  Top-Heavy Provisions.....................................................................   41
                           13.2.1  Definitions...................................................................   41
                                    (a) Employer.................................................................   41
                                    (b) Key Employee.............................................................   41
                                    (c) Determination Date.......................................................   41
                                    (d) Top-Heavy................................................................   42
                                    (e) Top-Heavy Ratio..........................................................   42
                                    (f)  Permissive Aggregation Group............................................   43
                                    (g)  Present Value...........................................................   43
                                    (h)  Required Aggregation Group..............................................   43
                                    (i)  Valuation Date..........................................................   44
                           13.2.2  Minimum Allocation............................................................   44
                           13.2.3  Determination of Accrued Benefit..............................................   45
                           13.2.4  No Suspension or Forfeiture...................................................   45
                           13.2.5  Top-Heavy Vesting Schedule....................................................   45
                                                                                                                    
SECTION 14 VOTING AND TENDER OF CSK STOCK........................................................................   45
                  14.1 Voting of Shares; Tender or Exchange Offers...............................................   45
                  14.1.1 Voting of Shares........................................................................   45
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                           14.1.2 Tender or Exchange Offers......................................................   45
                  14.2 Named Fiduciary Status; Confidentiality...................................................   46
                  14.3 Plan Information..........................................................................   46
                                                                                                                    
SECTION 15   MISCELLANEOUS.......................................................................................   46
                  15.1  Nonalienation of Interest or Benefits....................................................   46
                  15.2  Merger, Consolidation and Transfer of Assets or Liabilities..............................   47
                  15.3  Basis of Payments to and from the Plan...................................................   47
                  15.4  Benefit and Claims Procedures............................................................   47
                  15.5  Review Procedure.........................................................................   47
                  15.6 Termination of Plan or Contributions......................................................   48
                  15.7 Amendment of Plan.........................................................................   48
                  15.8  Bankruptcy, Merger, Consolidation and Transfer of Assets and Liabilities.................   49
                  15.9  Nonreversion.............................................................................   49
                  15.10  Notice of Address.......................................................................   50
                  15.11  Employment Rights.......................................................................   50
                  15.12  Applicable Law; Interpretation..........................................................   50
                  15.13 Independent Appraiser....................................................................   50
                  15.14  Nonforfeitability of Benefits...........................................................   50
                  15.14  Effective Date..........................................................................   50
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                        CSK AUTO, INC. RETIREMENT PROGRAM
                        (1999 AMENDMENT AND RESTATEMENT)

         WHEREAS, on October 1, 1983, Seattle Holdings Corporation (then known
as Pay'n Save Corporation) established the Seattle Standard Tax Relief
Investments Protection Plan (then known as the Pay'n Save Tax Relief Investments
Protection Plan), a profit sharing plan including a 401(k) cash or deferred
arrangement in which eligible employees of Schuck's Auto Supply, Inc.
participated;

         WHEREAS, effective January 1, 1987, Schuck's Auto Supply, Inc.
established a successor plan known as the Schuck's Auto Supply, Inc. Tax Relief
Investments Protection Plan, to which accounts of its eligible employees in the
Seattle Standard Tax Relief Investments Protection Plan were transferred and in
which its employees now participate;

         WHEREAS, on December 23, 1986, Schuck's Auto Supply, Inc., and Checker
Auto Parts, Inc., became members of the same controlled group;

         WHEREAS, certain employees of Checker Auto Parts, Inc. participated in
the Lucky Stores Automotive Division Profit Sharing Plan (subsequently known as
Checker Auto Parts Profit Sharing Plan) and, also, the Checker Tax Savings Plan
(successor to the Lucky Tax Savings Plan);

         WHEREAS, effective July 1, 1987, the Schuck's Auto Supply, Inc. Tax
Relief Investments Protection Plan, the Checker Auto Parts Profit Sharing Plan,
and the Checker Tax Savings Plan were merged (initially known as
Checker/Schuck's/Kragen Retirement Program);

         WHEREAS, when Schuck's and Checker were merged and became Northern
Automotive Corporation, the name of the merged Plan was changed to the Northern
Automotive Corporation Retirement Program;

         WHEREAS, since Northern Automotive Corporation changed its name to CSK
Auto, Inc., the Plan's name was changed to CSK Auto, Inc. Retirement Program,
and

         WHEREAS, the Plan has been further amended to comply with the
requirements of recent amendments to the Internal Revenue Code, as amended,
effective January 1, 1998.

         WHEREAS, the Company now desires to further amend the Plan to allow
participants in the Plan to invest their Plan interests in common stock of CSK
Auto Corporation, the parent company of CSK Auto, Inc.;

         NOW, THEREFORE, the Plan is hereby amended and restated in its entirety
as follows:



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                                    SECTION 1
                         DECLARATION; 404(C) PLAN STATUS

         1.1 DECLARATION. The Plan and Trust is for the exclusive benefit of
eligible Employees. All provisions and terms of the Plan and Trust are intended
to comply with Code sections 401(a) and 501(a), and all regulations pursuant
thereto, so that the Plan and Trust may at all times constitute a qualified plan
and trust with tax exempt status. The Plan is a profit sharing plan having a
salary reduction arrangement under Code section 401(k). The Plan sponsor is CSK
Auto, Inc., and its successors.

         1.2 404(c) PLAN STATUS. The Plan is intended to qualify as an Act
section 404(c) plan so that Participants and Beneficiaries will have an
opportunity to exercise control over the assets in their individual account
(pertaining to Act section 3(34)) and an opportunity to choose, from among a
range of investment alternatives, the manner in which some or all of the assets
in their account are invested. It is intended that all fiduciaries other than
Investment Managers be relieved of any fiduciary duty with respect to the
exercise of control and choice of investments. The terms of Act regulation
2550.404c-1 (pertaining to Act section 404(c)) are incorporated herein by this
reference.

                                    SECTION 2
                                   DEFINITIONS

         The below terms, wheresoever capitalized herein, shall have the
respective meanings set forth below, unless otherwise expressly provided herein,
and shall govern the construction of the Plan and Trust.

         2.1 ACCOUNT means the following and other individual accounts
established by the Plan Administrator to reflect each Participant's Accrued
Benefit:

                  2.1.1 PAYROLL DEDUCTION ACCOUNT means an account to which
         Payroll Deduction Contribution, and earnings (losses) thereon, are
         credited. (The Payroll Deduction Account includes the Pre-tax Deferral
         Account established under the Checker Tax Savings Plan and the
         Participant Deferred Pay Contribution Account established under the
         Schuck's Auto Supply, Inc. Tax Relief Investments Protection Plan prior
         to the plans' merger.)

                  2.1.2 COMPANY MATCHING ACCOUNT means an account to which
         Company Matching Contribution, and earnings (losses) thereon, are
         credited. (The Company Matching Contribution Account includes the
         Employer Contribution Account (Profit Sharing) established under the
         Schuck's Auto Supply, Inc. Tax Relief Investments Protection Plan prior
         to plan merger.)

                  2.1.3 PROFIT SHARING ACCOUNT means an account to which a
         Participant's allocable share of Company Contributions, and earnings
         (losses) thereon, are credited. (The Profit Sharing Account includes
         the Participant's Company Contribution Account established under the
         Checker Auto Parts Profit Sharing Plan prior to plan merger.)

                                       2
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                  2.1.4 ROLLOVER ACCOUNT means an account to which distributions
         transferred from another qualified trust or conduit IRA, and earnings
         (losses) thereon, are credited.

                  2.1.5 VOLUNTARY CONTRIBUTION ACCOUNT means an account to which
         a Participant's after-tax voluntary employee contributions, and
         earnings (losses) thereon, are credited. (The Voluntary Contribution
         Account includes contributions permitted under the Checker Auto Parts
         Profit Sharing Plan prior to plan merger but not permitted thereafter.)

         2.2 ACCRUED BENEFIT means the value of all the individual accounts of a
Participant reflecting the Participant's interest in the Plan.

         2.3 ACCRUED BENEFIT (EMPLOYEE) means the total value of a Participant's
Payroll Deduction Account, Rollover Account and Voluntary Contribution Account.

         2.4 ACCRUED BENEFIT (EMPLOYER) means the total value of a Participant's
Company Matching Account and Profit Sharing Account.

         2.5 ACT means the Employee Retirement Income Security Act of 1974
(ERISA: Public Law No. 93-406), and amendments and regulations relating thereto.

         2.6 AGE means the age in years as of the Participant's last birthday.

         2.7 AGENT FOR SERVICE OF PROCESS means the Vice President and General
Counsel of the Company or such other person or entity as designated by the
Company.

         2.8 ANNIVERSARY DATE means December 31.

         2.9 BENEFICIARY means any person who is or may become entitled to a
benefit under the Plan by reason of the death or marital dissolution of a
Participant.

         2.10 BREAK IN SERVICE means a Computation Period in which a Participant
fails to perform an Hour of Service.

         2.11 CODE means the Internal Revenue Code of 1986, and amendments and
regulations relating thereto.

         2.12 COMPANY means CSK Auto, Inc. and such other entities authorized to
participate in the Plan by CSK Auto, Inc. that adopt the Plan. With respect to
the exercise of authority and discretion hereunder, including without limitation
amendments, restatements, appointments and as provided in Section 5, Company
means CSK Auto, Inc., acting by and through its Board of Directors or President,
or such officers, committees or persons authorized by the Board or President,
unless otherwise expressly provided herein. Each entity authorized to
participate in, and adopting, the Plan thereby appoints CSK Auto, Inc. to act on
its behalf with respect to the Plan and the Trust and is deemed to have adopted
and agreed to all current and future rules and other Plan provisions, subject to
the following:

                                       3
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                  (a) Each entity is deemed to have adopted and agreed to comply
         with all terms and conditions of the Plan, as amended, with all
         requirements of the Code and the Act, with all rules and provisions
         adopted from time to time by CSK Auto, Inc. and with all administrative
         acts and duties required by CSK Auto, Inc.

                  (b) Each entity shall have the sole obligation to fund all of
         its own Company Contributions, including Company Matching
         Contributions.

         2.13 COMPENSATION means, for each Accrual Period, the amounts actually
paid and currently includable in the Employee's gross income for federal income
tax purposes and reported on Form W-2 as compensation by the Company, determined
without regard to any limitations in Code section 3401 based on the nature or
location of the employment of services performed; provided (a) pre-tax employee
contributions made on behalf of the Employee, not includable in the gross income
of the Employee under Code sections 125, 401(k), 402(e)(3), 401(h) and 403(b),
shall be included and (b) reimbursements or other expense allowances, cash and
non-cash fringe benefits, moving expenses, bonus, contest payments, deferred
compensation and welfare benefits shall be excluded. For purposes of Code
section 401(a)(17) and top-heavy provisions, Compensation in excess of $160,000
in any Accrual Period, adjusted in accordance with Code section 401(a)(17),
shall be disregarded.

         2.14 COMPUTATION PERIOD means the twelve consecutive month period
designated, for purposes of determining Years of Service and Breaks in Service
for accrual, eligibility and vesting, in accordance with the following:

                  2.14.1 ACCRUAL PERIOD means the Plan Year; provided however,
         with respect to an Employee when first admitted to the Plan as a
         Participant, Accrual Period means the period commencing with the Entry
         Date and ending on the Anniversary Date.

                  2.14.2 ELIGIBILITY PERIOD means each twelve consecutive month
         period starting with the Employment Commencement Date and each
         anniversary thereof; provided however, after a Participant has been
         admitted to the Plan, Eligibility Period means the Plan Year.

                  2.14.3 VESTING PERIOD means the Plan Year.

         2.15 CONTRIBUTIONS means contributions made hereunder by the Company
(Company Contributions) or by the Participant (Participant Contributions) as
follows:

                  2.15.1 PAYROLL DEDUCTION CONTRIBUTION means the contribution a
         Participant authorizes through payroll deductions, in accordance with
         the provisions hereof, that satisfies the requirements of Code section
         401(k).

                  2.15.2 COMPANY MATCHING CONTRIBUTION means the contribution
         the Company makes based on a Participant's Payroll Deduction
         Contribution.

                                       4
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                  2.15.3 PROFIT SHARING CONTRIBUTION means the contribution the
         Company from time to time elects to make.

                  2.15.4 ROLLOVER CONTRIBUTION means the permitted contribution
         from other qualified plans and trusts which satisfy the rollover
         requirements of the Act and Code.

         2.16 CSK COMMON STOCK means common stock, par value $0.01 per share, of
CSK Auto Corporation, a Delaware corporation and the parent corporation of the
Company.

         2.17 DISABILITY means a physical or mental condition, while in the
employ of the Company or Other Company, that totally and permanently prevents
the Employee from engaging in any occupation or employment for remuneration or
profit except for the purpose of rehabilitation not incompatible with a total
and permanent disability condition. The existence of a disability shall be
determined by, and in the sole discretion of, the Plan Administrator, based upon
medical opinion and advice.

         2.18 EARLY RETIREMENT AGE means the date a Participant has reached Age
55.

         2.19 EMPLOYEE means any common law employee, as determined solely by
the Company's payroll records, who receives Compensation for personal services
rendered to the Company or, for participation and vesting purposes, to an Other
Company, excluding persons who are members of a collective bargaining unit for
which retirement benefits have been the subject of good faith bargaining unless
the unit bargaining agreement provides otherwise.

         2.20 EMPLOYMENT COMMENCEMENT DATE means the date on which the Employee
first performs an Hour of Service and, with respect to an Employee who has had a
Break in Service and is re-employed, (a) with respect to service prior thereto,
the date determined according to the foregoing and (b), with respect to service
subsequent thereto, the date on which the Employee first performs an Hour of
Service following the Break in Service.

         2.21 ENTRY DATE means the first day of each calendar month and/or such
other dates as the Plan Administrator designates from time to time.

         2.22 HOUR OF SERVICE means:

                  (a) Each hour for which the Employee is directly or indirectly
         paid, or entitled to be paid, for the performance of duties.

                  (b) Each hour for which back pay has been awarded or agreed to
         without regard to mitigation of damages (credited to the computation
         periods to which the award or agreement pertains.)

                  (c) Each hour for which the Employee is directly or indirectly
         paid, or entitled to be paid (irrespective of whether the employment
         relationship has terminated, for reasons other than the performance of
         duties, such as vacation, holiday, illness, incapacity, disability,
         layoff, jury duty, funeral leave, military duty or leave of absence.

                                       5
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                  (d) Each hour of authorized leave, including a maternity,
         paternity or family leave of absence, which leave means an absence from
         work for any period by reason of the Employee's pregnancy, birth of the
         Employee's child, placement of a child with the Employee in connection
         with the adoption of the child, or any absence for the purpose of
         caring for a child for a period immediately following birth or
         placement thereof or for any absence granted pursuant to the Family and
         Medical Leave Act.

         No duplication of hours shall be credited. Hours of Service shall be
credited for the Computation Period in which the absence from work begins only
if credit therefor is necessary to prevent the Employee from incurring a One
Year Break in Service in that Computation Period, or in the immediately
following Computation Period. Hours of Service credited for an authorized leave,
including a maternity, paternity or family leave of absence, shall be those
which would normally have been credited but for such absence, or, in any case in
which the Plan Administrator is unable to determine such hours normally
credited, eight Hours of Service per day. Such hours shall be credited solely
for purpose of avoiding a One Year Break in Service. The provisions of Act
regulation 2530.200b-2 are incorporated herein by reference.

         2.23 INVESTMENT FUND means the portion of the Trust Fund existing for
an investment purpose.

         2.24  INVESTMENT MANAGER means any person, firm or corporation
appointed by the Trustee who is a registered investment adviser under the
Investment Adviser Act of 1940.

         2.25 LIMITATION YEAR means the Plan Year.

         2.26 NAMED FIDUCIARY means the Company.

         2.27 NET PROFITS means current or accumulated earnings of the Company,
computed before federal income taxes and determined in accordance with generally
accepted accounting principles without reduction for Contributions under the
Plan or other qualified plans.

         2.28 NORMAL RETIREMENT AGE means the later of the date the Participant
reaches Age 65 or the fifth anniversary of the date the Participant commenced
participation in the Plan.

         2.29 NORMAL RETIREMENT DATE means the first day of the calendar month
coincident with or next following the day a Participant has both reached Normal
Retirement Age and terminates employment with the Company.

         2.30 ONE YEAR BREAK IN SERVICE means a Computation Period in which a
Participant fails to be credited with at least 500 Hours of Service.

         2.31 OTHER COMPANY means those companies and entities which, from time
to time, are members of the controlled group of corporations of which the
Company is also a member, as determined pursuant to Code Section 414(b) and (c).

                                       6
<PAGE>   14
         2.32 PARTICIPANT means each Employee participating in accordance
herewith, as set forth in Section 3.

         2.33 PLAN means the Plan and Trust set forth herein, together with all
amendments hereto.

         2.34 PLAN ADMINISTRATOR means the Company.

         2.35 PLAN YEAR means the calendar year.

         2.36 REVIEW COMMITTEE means the President of the Company or such
individual(s) or committee appointed from time to time by the President of the
Company.

         2.37 SPOUSE means the spouse to whom the Participant is married;
provided, however, a former spouse will be treated as the Spouse to the extent
provided under a qualified domestic relations order (as described in Code
section 414(p)).

         2.38 SURVIVING SPOUSE means the spouse to whom the Participant is
married at the time of the Participant's death; provided, however, a former
spouse will be treated as the Surviving Spouse to the extent provided under a
qualified domestic relations order (as described in Code section 414(p)).

         2.39 TRUST means the trust established pursuant hereto for the purposes
of the Plan, for holding the assets of the Plan and for paying benefits to
Participants and Beneficiaries. (In addition to any other separate trust
documents executed on behalf of the Company, the Trust is a part of the Plan.)

         2.40 TRUSTEE means the Fiduciary appointed by the Company to hold the
assets in the Trust.

         2.41 TRUST FUND means the total of all assets held in Trust pursuant
to, and for the purposes of, the Plan.

         2.42 VALUATION DATE means any date the New York Stock Exchange is open
for trading, and/or such other date(s) as may be designated from time to time by
the Plan Administrator.

         2.43 YEAR OF SERVICE means, in an applicable Computation Period, (a)
for purposes of Year of Service (Accrual), the performance of 1,000 Hours of
Service with the Company, (b) for purposes of Year of Service (Vesting), the
performance of 1,000 Hours of Service with the Company and/or an Other Company,
subject to the Break in Service rules provided herein, (c) for purposes of Year
of Service (Eligibility), all to be determined according to the elapsed time
method, all Company employment service, continuous Other Company employment
service and, without regard to Hours of Service, for an Employee who was
employed by Trak Auto between November 3, 1997 and December 8, 1997, and by the
Company on December 9, 1997, all Trak Auto employment service, and (d) for
purposes of determining Company Matching 


                                       7
<PAGE>   15
Contributions, each twelve consecutive month period of Company employment and
any interruption thereof with Company reinstatement, as provided in Section 4.5,
commencing on an Employment Commencement Date and each anniversary thereof.

                                    SECTION 3
                                  PARTICIPATION

         3.1 ELIGIBILITY. An Employee will be eligible to participate in the
Plan upon satisfaction of the following requirements:

                  (a) The Employee has reached Age 21;

                  (b) The Employee has completed at least one Year of Service
         (Eligibility); and

                  (c) The Employee is in the employment of the Company on the
applicable Entry Date.

         3.2 COMMENCEMENT. An Employee eligible to participate in the Plan shall
commence participation on the Entry Date next following, or concurrent with, the
date the eligibility requirements are satisfied; provided, Payroll Deduction
Contributions shall not commence until after the Employee enrolls with the Plan
Administrator, in the form and manner acceptable to the Plan Administrator, by
which the Employee agrees to make Payroll Deduction Contributions and accepts
the terms and conditions of the Plan pertaining to Payroll Deduction
Contributions. An Employee who terminates the making of Payroll Deduction
Contributions, as provided herein, may again enroll by agreeing to make Payroll
Deduction Contributions on the next following Entry Date, or such other date or
dates as the Plan Administrator authorizes.

         3.3 TERMINATION; RE-EMPLOYMENT. Active participation shall continue
until employment as an active Employee terminates. A former Employee, who has
been a Participant, who satisfies the eligibility requirements and becomes
re-employed, shall be eligible to participate as of the Entry Date next
following the date of re-employment. A former Employee who has not been a
Participant will become eligible to participate in the Plan following his
satisfaction of all of the eligibility requirements following re-employment.

         3.4 SPECIAL RULES FOR MILITARY SERVICE. If an Employee is absent from
employment due to his service in the uniformed services of the United States and
returns to employment within the time period prescribed by, and under
circumstances satisfying, applicable federal law (including the Uniformed
Services Employment and Reemployment Rights Act of 1994), such Employee's period
of uniformed service will be considered a period of Service with the Employer
for all purposes under the Plan. Further, such an Employee, to the extent he is
an otherwise eligible Employee under the terms of the Plan, shall have the right
to make up any Payroll Deduction Contributions missed while in uniformed
service, and the Employer shall credit said Employee's Account with any Matching
Contributions and/or Profit Sharing Contributions the Employee would have
received. No Matching Contributions shall be credited to the Employee's account
under this section until the Employee's make-up contributions are 


                                       8
<PAGE>   16
actually made. Further, all make-up contributions must be made within a period
of time after returning to employment which does not exceed the lesser of (i)
three times the period of uniformed service, or (ii) 5 years. However, the
Employee shall have no right to share in any forfeiture allocations occurring
during his period of military service. Likewise, no earnings or losses shall be
credited to his Account until the contributions are actually made. Contributions
shall be based on the Compensation the Employee would have earned if he had not
entered the military, or, if that determination is not reasonably certain, the
Compensation earned during the 12-month period prior to entering the military.

The provisions of this section 3.4 shall apply to all periods of uniformed
service which occurred on or after December 12, 1994.

                                    SECTION 4
                                  CONTRIBUTIONS

         4.1 PAYROLL DEDUCTION CONTRIBUTION. Subject to limitations herein, a
Participant may defer receipt of Compensation, commencing with the Participant's
Entry Date and continuing so long as the Participant remains an Employee and
does not terminate the Payroll Deduction Contribution, by agreeing and
contributing to the Plan not less than 1% or more than 15% of the Participant's
Compensation, in whole percentages, not to exceed $10,000 in a Plan Year (as
adjusted pursuant to Code section 402(g)). The Company may refrain from making
Such Payroll Deduction Contributions on behalf of any Participant, and instead,
pay the amount to the Participant, if the Company determines such action is
desirable to insure the limitations and tests imposed hereby will not be
exceeded.

         4.2 INCREASING PAYROLL DEDUCTION CONTRIBUTION. Upon advance notice and
in the manner acceptable to the Plan Administrator, a Participant may increase
the Participant's Payroll Deduction Contribution in whole percentage increments
as of the date(s) the Plan Administrator designates.

         4.3 TERMINATING OR REDUCING PAYROLL DEDUCTION CONTRIBUTION. Upon
advance notice and in the manner acceptable to the Plan Administrator, a
Participant may terminate or reduce the Participant's Payroll Deduction
Contribution as of the first day of any Company pay period. A Participant whose
Payroll Deduction Contributions are suspended in accordance herewith shall be
deemed to have terminated the Participant's Payroll Deduction Contributions and
shall not be eligible to make Payroll Deduction Contributions during the
suspension period.

         4.4 PAYMENT OF PAYROLL DEDUCTION CONTRIBUTION TO TRUSTEE. Payroll
Deduction Contributions shall be credited at least monthly to the Payroll
Deduction Contribution Accounts and shall be paid to the Trustee within a
reasonable time after the end of the applicable payroll period, but in no event
later than the 15th business day of the month following the month in which the
Payroll Deduction Contribution would have been otherwise payable to the
Participant in cash.

                                       9
<PAGE>   17
         4.5 COMPANY MATCHING CONTRIBUTION. Subject to limitations herein, the
Company shall make a Company Matching Contribution to a Participant's Company
Matching Account for each accrual period as follows:

         40(cent) for each $1.00 of Payroll Deduction Contribution, up to 4% of
         Compensation, for each Participant with less than 5 Years of Service;

         50(cent) for each $1.00 of Payroll Deduction Contribution, up to 4% of
         Compensation, for each Participant with 5 or more but less than 10
         Years of Service; and

         60(cent) for each $1.00 of Payroll Deduction Contribution, up to 4% of
         Compensation, for each Participant with 10 or more Years of Service.

Company Matching Contribution shall be made at a time or times during the Plan
Year as the Company directs. For purposes of determining Company Matching
Contributions, any period of employment interruption followed by the Company's
reinstatement of the Employee's employment shall be deemed Company employment in
determining Years of Service.

         4.6 COMPANY PROFIT SHARING CONTRIBUTION. The Trust shall hold Profit
Sharing Contributions, and, for any Plan Year, the Company may, but shall not be
required to, make discretionary Profit Sharing Contributions. Profit Sharing
Contributions, if any, shall be allocated to the Profit Sharing Accounts of
Participants who are in employment on the last day of the Plan Year and have
completed a Year of Service (Accrual). Allocation thereof shall be according to
the ratio that Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants. Profit Sharing Contributions may be made
without regard to Net Profits. Profit Sharing Contributions shall be made to the
Trust not later than the time for filing the Company's federal income tax
return, including extensions.

         4.7 VOLUNTARY CONTRIBUTION. After-tax voluntary contribution by
Participants shall not be permitted; provided, the Plan may continue to hold
previous voluntary contributions in the Voluntary Contribution Account, together
with gains and earnings thereon, subject to the following:

                  (a) The account shall be invested as the Participant directs
         in accordance with Plan procedures.

                  (b) A Participant may withdraw from the account (including
         earnings thereon) no more often than once each Plan Year or as the Plan
         otherwise provides with respect to distributions hereunder.

         4.8 RETURN OF EMPLOYER CONTRIBUTIONS. Employer contributions shall not
be returned to the Company except as otherwise specifically provided hereunder.

                                       10
<PAGE>   18
                                    SECTION 5
                         PLAN RESTATEMENT AND AMENDMENTS

         The Company, acting through its Board of Directors or President, has
the authority to amend, modify, restate or terminate the Plan, from time to time
and at any time, and may delegate such authority to others. No amendment shall
(a) reduce the rights of any Participant accrued under the Plan prior to the
date the amendment is adopted, except to the extent a reduction in Accrued
Benefits may be permitted by the Act or Code, or (b) divert any part of the
Trust Assets for purposes other than for the exclusive benefit of Participants
and Beneficiaries and of defraying reasonable expenses of administering the
Plan.

                                    SECTION 6
                              VESTING: FORFEITURES

         6.1 VESTING IN ACCRUED BENEFIT. The right of a Participant to receive
the Participant's Accrued Benefit shall be fully vested and non-forfeitable at
all times.

         6.2 PROHIBITED AMENDMENTS. To the extent protected by the Code except
as permitted under Code section 412(c)(8), no amendment to the Plan may decrease
a Participant's Accrued Benefit, eliminate an optional form of distribution or
have the effect of decreasing a Participant's vested interest.

                                    SECTION 7
                              ACCOUNTS AND RECORDS

         7.1 ACCOUNTS AND RECORDS; PARTICIPANT REPORTS. The accounts and records
of the Plan shall be maintained by the Plan Administrator and shall disclose the
status of each Participant's (or Beneficiary's) Account. Each Participant shall
be advised, from time to time but at least once each Plan Year, as to the status
of the Participant's Accounts. The maintenance of various Accounts is for
accounting purposes, and a segregation of the assets of the Trust to each
Account is not required.

         7.2 INVESTMENT FUNDS. The Trust Fund shall consist of the Investment
Funds established by the Trustee, from time to time upon instructions of the
Named Fiduciary, to carry out investment objectives and policies established by
the Named Fiduciary. Investment Funds may be terminated, added and changed at
the discretion of the Named Fiduciary. A Participant shall have an undivided
proportionate interest in each Investment Fund measured by the proportion that
the value of the Participant's Account invested in an Investment Fund bears to
the total value of all Accounts invested in that Investment Fund as of the
Valuation Date on which the Participant's interest is being determined.

                  7.2.1 CSK COMMON STOCK FUND

                  (a) The Plan Administrator shall institute such procedures as
         are necessary in order to comply with 29 C.F.R. Section
         2550.404c-1(d)(4) with respect to the investment of Participant
         Accounts in the CSK Common Stock Fund, including establishing
         procedures 


                                       11
<PAGE>   19
         intended to maintain the confidentiality of information relating to the
         purchase, holding and sale of interests in such fund (as well as the
         exercise of voting, tender and other such rights with respect to the
         securities held in the fund). The Plan Administrator shall be the
         fiduciary responsible for ensuring that the confidentiality procedures
         referenced in the foregoing sentence are adequate and are followed.
         Notwithstanding anything to the contrary herein, if the Plan
         Administrator ever determines that a situation involves a potential for
         undue employer influence upon participants and beneficiaries with
         regard to the direct or indirect exercise of their shareholder rights,
         then the Plan Administrator shall appoint an independent fiduciary to
         carry out activities relating thereto.

                  (b) Any Employee who is a "director" or "officer" (as defined
         in Rule 16a promulgated under the Securities Exchange Act of 1934) of
         the Company who elects a transfer of all or any portion of his existing
         Account into or out of the CSK Common Stock Fund (including a cash
         distribution pursuant to a loan or in-service withdrawal that is funded
         by a volitional sale or other disposition of CSK Common Stock), may not
         elect an "opposite way transaction" (as defined in Rule 16b-3
         promulgated under the Securities Exchange Act of 1934) within six
         months before or after any such transfer. This restriction shall not
         apply to any distribution required to be made under the Code or to any
         distribution made in connection with death, Disability, Normal or Early
         Retirement, or termination of employment.

                  (c) Furthermore, no transfer of existing Plan Accounts into or
         out of the CSK Common Stock Fund, or changes in current investment
         elections increasing or decreasing investment of new Contributions into
         the CSK Common Stock Fund shall be permitted to the extent such
         investment would violate the policy of the Company regarding insider
         trading.

                  7.2.2 ACCOUNTING METHOD The accounting methods or formulae to
         be used under the Plan for the purpose of maintaining the Participants'
         Accounts shall be determined by the Plan Administrator and shall be
         based upon the so-called share accounting method. Thus, Participants
         shall have individual shares allocated to their Accounts. In making
         such investment, fractional shares of Stock shall be allocated to a
         Participant's account as necessary to provide for the investment of all
         a Participant's contributions to the CSK Common Stock Fund. The
         accounting methods or formulae selected by the Plan Administrator may
         be revised from time to time in order to accomplish the foregoing
         purposes, but shall at all times conform to the general principles in
         this Section 7.2.2.

                  7.2.3 PURCHASE OF CSK COMMON STOCK Purchases and sales of CSK
         Common Stock by the Trustee shall be made, first, to the extent
         possible, by matching purchases and sales of such Stock directed by two
         or more Participants or Beneficiaries ("Matching"), and, then in the
         open market. The Plan Administrator shall have discretionary authority
         to establish accounting methods and procedures for determining the
         deemed cost of CSK Common Stock purchased or sold by the Trustee,
         whether by 


                                       12
<PAGE>   20
         Matching or on the open market. The Plan Administrator shall maintain
         the cost basis of all CSK Common Stock based upon the Trustee's actual
         cost for specific securities.

                  7.2.4 ADEQUATE CONSIDERATION. Notwithstanding any provision of
         this Section 7.2 to the contrary, all purchases of CSK Common Stock by
         the Trustee shall be for no more than, and all sales of CSK Common
         Stock shall be for no less than, "adequate consideration" (within the
         meaning of section 3(18) the Act).

                  7.2.5 PARTICIPANT'S BEST INTERESTS. The Trustee may time the
         execution of purchases or sales of shares of CSK Common Stock for the
         purpose of limiting or spreading daily volume or otherwise, as it shall
         deem in the best interests of the Participants and their Beneficiaries.

                  7.2.6 COMMISSIONS. Brokerage commissions, transfer taxes and
         other charges and expenses in connection with the purchase, sale or
         distribution of shares of CSK Common Stock shall be added to the cost
         or deducted from the proceeds of such securities, as determined by the
         Plan Administrator.

                  7.2.7 LIMIT ON INVESTMENT. A Participant may direct that up to
         15% of his ongoing contributions (including employer contributions) be
         invested in the CSK Common Stock Fund. However, intra-Plan investment
         fund transfers into the CSK Common Stock Fund of sums held under
         another investment option shall be permitted (1) at any time that the
         Participant's interest in the CSK Common Stock Fund exceeds 15% of his
         Accrued Benefit, or (2) to the extent such transfer would cause the
         Participant's interest in the CSK Common Stock fund to exceed 15% of
         his Accrued Benefit. However, notwithstanding the foregoing, a
         Participant's investment in the CSK Common Stock Fund exceeding 15% of
         his Accrued Benefit (i) shall not be deemed a violation of this
         prohibition if due solely to appreciation in the price of CSK Common
         Stock, and (ii) shall not affect a Participant's ability to continue to
         invest up to 15% of his ongoing Contributions in the CSK Common Stock
         Fund. However, in such case, the prohibitions on intra-Plan investment
         transfers into the CSK Common Stock Fund shall continue to apply until
         such investment drops below 15% of the Participant's Total Accrued
         Benefit.

         7.3 VALUATION DATE ADJUSTMENT. The Plan Administrator shall adjust the
balances in the Accounts of Participants (or Beneficiaries) in the respective
Investment Funds, upward or downward, pro rata, so that the aggregate net credit
balances will equal the aggregate net worth of the Trust Fund as of each
Valuation Date, using fair market values, as determined by the Trustee, after
the net worth for the appropriate Investment Fund has been reduced by any
expenses, withdrawals, distributions and transfers chargeable to that Investment
Fund which have been incurred but not yet paid. All determinations by the
Trustee with respect to fair market values and net worth shall be made in
accordance with generally accepted principles of trust accounting, and
determinations by the Trustee shall be conclusive and binding upon all persons.

         7.4 PARTICIPANT DIRECTED INVESTMENTS; LOANS AS INVESTMENTS. The
Participant (or Beneficiary) shall direct the investment of the Participant's
Account and future Contributions 


                                       13
<PAGE>   21
thereto among the various Investment Funds. The investments may be directed and
redirected in multiples of 1% among the various Investment Funds as of such
date(s) and in the manner acceptable to the Plan Administrator. The Trustee
shall cause a Participant's Account to be allocated among the Investment Funds
according to such Participant's direction, subject to the provisions hereof. All
loans shall be deemed an investment of the Participant's Account and not a
general investment of the Trust, so the Participant's Account will reflect the
loan and all payments of principal and interest received thereon. All loan
payments shall be reinvested in accordance with the Participant's investment
instructions. Notwithstanding the foregoing, a Participant may not direct that
any amount in excess of 15% of his ongoing contributions be invested in the CSK
Common Stock Fund. A Participant may make intra-Plan transfers of his Accrued
Benefit into the CSK Common Stock Fund with such frequency as determined by the
Plan Administrator in its sole and absolute discretion. Notwithstanding the
foregoing, a Participant will be permitted to make intra-Plan transfers of his
Accrued Benefit out of the CSK Common Stock Fund at such times and with such
frequency as is applicable with respect to all other investment options offered
under the Plan (which shall be at least as frequent as such Participant may
transfer amounts into such Fund).

         7.5 TRANSFERS FROM QUALIFIED PLANS. With the consent of the Plan
Administrator, amounts may be transferred from other qualified plans by
Participants and Employees, provided the trust from which such funds are
transferred permits the transfer to be made and the transfer will not jeopardize
the tax exempt status of the Plan or create adverse tax consequences for the
Employer. The amounts transferred shall be deposited in a Rollover Account,
which account shall be fully vested and non-forfeitable at all times. Transfers
and Accounts shall be subject to the following:

                  (a) Amounts in a Participant's Rollover Account shall be held
         by the Trustee pursuant to the provisions hereof and may not be
         withdrawn by, or distributed to, the Participant, in whole or in part,
         except as provided herein.

                  (b) Except as permitted by Treasury regulations (including
         Treasury regulation 1.411 (d)-4), amounts attributable to or treated as
         elective contributions (as defined in Treasury regulation
         1.401(k)-1(g)(3)) that are transferred from another qualified plan in a
         plan-to-plan transfer shall be subject to the distribution limitations
         provided for in Treasury regulation 1.401(k)-1(d).

                  (c) Distributions from a Rollover Account shall be made in a
         manner that is consistent herewith and satisfies the provisions hereof
         with respect to Accounts. Distributions from a Rollover Account shall
         be considered part of the Participant's benefit in determining whether
         an involuntary cash-out of benefits without Participant consent may be
         made.

                  (d) "Qualified plan" means a tax qualified plan under Code
         section 401(a). Amounts transferred from other qualified plans to the
         Plan means (i) amounts transferred directly from the other qualified
         plan; (ii) distributions from a qualified plan that are eligible
         rollover distributions and either transferred by the Employee within 60
         days 


                                       14
<PAGE>   22
         following receipt thereof or pursuant to a Direct Rollover; (iii)
         amounts transferred from a conduit individual retirement account,
         provided the account has no assets other than assets which were (A)
         previously distributed to the Employee by a qualified plan as a
         lump-sum distribution, (B) eligible for tax-free rollover to a
         qualified plan and (C) deposited in such conduit individual retirement
         account within 60 days of receipt thereof (other than earnings
         thereon); and (iv) amounts distributed to the Employee from a conduit
         individual retirement account meeting the requirements of clause (iii)
         and transferred by the Employee to the Plan within 60 days of receipt
         thereof.

                  (e) Prior to accepting any transfers, the Plan Administrator
         may require the Employee to establish, or require the Employee to
         provide written documentation satisfactory to the Plan Administrator
         establishing, the amounts to be transferred to the Plan meet the
         requirements hereof.

                  (f) The Plan shall not accept any direct or indirect transfers
         (as defined and interpreted under Code section 401(a)(11)) from a
         defined benefit, money purchase (including target benefit), stock bonus
         or profit sharing plan that provides for a life annuity form of payment
         to the Participant, Spouse or Surviving Spouse.

                  (g) Notwithstanding any provision herein to the contrary, a
         transfer directly to the Plan from a qualified plan (or a transaction
         having the effect of such a transfer) shall be permitted only if it
         will not result in the elimination or reduction of any benefit
         protected under Code section 411(d)(6).

         7.6 DIRECT ROLLOVER. Notwithstanding any provision herein limiting a
Distributee's election, a Distributee may elect, at the time and in the manner
acceptable to the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid as a Direct Rollover to an Eligible Retirement Plan
specified by the Distributee.

                  7.6.1 DEFINITIONS. For the purposes of this Section and the
         Plan Sections to which it relates, the following definitions apply:

                           (a) DIRECT ROLLOVER means a payment by the Plan to
                  the Eligible Retirement Plan specified by the Distributee.

                           (b) DISTRIBUTEE means an Employee or former Employee,
                  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 Code section 414(p)), with regard to the
                  interest of the Spouse or former Spouse.

                           (c) ELIGIBLE RETIREMENT PLAN means an individual
                  retirement account described in Code section 408(a), an
                  individual retirement annuity described in Code section
                  408(b), an annuity plan described in Code section 403(a), or a
                  qualified trust described in Code section 401(a) that accepts
                  the Distributee's Eligible Rollover Distribution; provided,
                  however, in the case of an Eligible 


                                       15
<PAGE>   23
                  Rollover Distribution to a Surviving Spouse, an Eligible
                  Retirement Plan is an individual retirement account or
                  individual retirement annuity.

                           (d) ELIGIBLE ROLLOVER DISTRIBUTION means any
                  distribution of all or any portion of a Distributee's Account
                  Balance not including (i) any distribution that is one of a
                  series of substantially equal periodic payments (not less
                  frequently than annually) made for the life (or life
                  expectancy) of the Distributee or the joint lives (or joint
                  life expectancies) of the Distributee and the Distributee's
                  designated Beneficiary, or that is for a specified period of
                  ten years or more; (ii) any distribution to the extent such
                  distribution is required under Code section 401(a)(9); (iii)
                  the portion of any distribution that is not includable in
                  gross income (determined without regard to the exclusion for
                  net unrealized appreciation with respect to employer
                  securities); and (iv) any hardship withdrawal (as defined in
                  Code section 401(k) and the regulations thereunder).

                  7.6.2 SPECIAL RULES. (a) Notwithstanding anything to the
         contrary herein, the following rules shall apply with respect to an
         Eligible Rollover Distribution:

                           (i) no such distribution shall be made to more than
                  one Eligible Retirement Plan,

                           (ii) no distribution of which only a portion is such
                  an eligible rollover distribution shall be permitted unless
                  the Eligible Rollover Distribution portion amounts to at least
                  $500,

                           (iii) no Eligible Rollover Distribution shall be made
                  unless the Participant shall have provided such information
                  relating to the recipient of the distribution as the
                  Administrator may reasonably request, and

                           (iv) in the event a Participant has not timely made
                  an election for a qualified rollover distribution in
                  accordance with the procedures of the Administrator, he shall
                  be deemed to have elected payment to him or her and not to
                  have made an eligible rollover distribution.

For purposes of this Section 7.6.2, the term "Participant" shall include, as may
be appropriate, the surviving Spouse of the Participant or an alternate payee
under a QDRO.

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

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


                                       16
<PAGE>   24
                  (2)      the Participant, after receiving the notice,
         affirmatively elects a distribution.

                                    SECTION 8
                                    BENEFITS

         8.1      PROHIBITED DISTRIBUTIONS. No Participant shall be entitled to
receive the Accrued Benefit (Employer) or the Accrued Benefit (Employee) while
employed by the Company or an Other Company except as otherwise expressly
provided in this Section or as a hardship withdrawal.

         8.2      DISTRIBUTION EVENTS. Subject to other restrictions and
provisions of this Section, a Participant's Accrued Benefit shall be distributed
to the Participant on the occurrence of an event described below:

                  (a)      Termination of the Participant from the employment by
         the Company or an Other Company at or after reaching Normal Retirement
         Age;

                  (b)      Death of the Participant while in the employment of
         the Company or an Other Company;

                  (c)      Termination of the Participant from the employment by
         the Company or an Other Company by reason of a Disability;

                  (d)      Termination of the Participant from employment by the
         Company or an Other Company at or after reaching Early Retirement Age;

                  (e)      Termination of the Participant from employment by the
         Company or an Other Company;

                  (f)      The Participant reaching Age 59 1/2, regardless of
         employment, provided distributions are only from the Payroll Deduction
         Account and Rollover Accounts;

                  (g)      Termination of the Plan, provided there is no
         successor plan.

                  (h)      With respect to an alternate payee, such date as
         provided in a qualified domestic relations order (as defined in Code
         section 414(p)).

                  (i)      An event described in Code section 401(k)(10) which
         would permit distribution.

         Notwithstanding subparagraphs (a), (c), (d), or (e), a Participant
whose vested Accrued Benefit exceeds $5,000 and who is entitled to a
distribution by reason of termination of employment, Disability, or Retirement
may affirmatively elect to defer the payment of his benefit beyond Normal
Retirement Age, provided his benefit shall be paid not later than the time
specified in Section 8.8.


                                       17
<PAGE>   25
         The value of an Accrued Benefit shall be computed as of the Valuation
Date coincident with, or immediately following, the event. Subject to the
provisions of this Section, the Accrued Benefit shall be paid not later than 60
days after the close of the Plan Year in which the first of the events described
above occurs; provided, however, if the payment amount cannot be ascertained by
the date distribution is required, payment shall be 60 days after the earliest
date on which the amount can be ascertained. Whenever a final distribution is
made, the Participant's Payroll Deduction Contributions, to the extent not
theretofore invested in the Investment Funds, shall be returned to the
Participant or, in the event of death, paid in cash to his or her Beneficiary,
in accordance with the terms of the Plan.

         8.3      FORMS OF DISTRIBUTION. (a) Distributions from the Plan shall
be made in the form of a lump sum cash payment to the extent vested in
accordance with the terms of the Plan.

         (b)      Notwithstanding any other provisions herein to the contrary, a
Participant may elect to receive his benefit in installments provided:

                  (1)      The Participant affirmatively elects to defer the
                           commencement of distributions from his Account until
                           the time specified in Section 8.8, and

                  (2)      The amount of the installments distributed to the
                           Participant are sufficient to satisfy the minimum
                           distribution requirements of Code section 401(a)(9).
                           For purposes of this determination, a Participant's
                           life expectancy shall be recalculated each year.

         8.4      BENEFICIARIES IN EVENT OF DEATH. Every Participant shall
designate, in a manner acceptable to the Plan Administrator, a primary
Beneficiary or Beneficiaries, and alternate Beneficiaries, to receive the
Participant's Accrued Benefit in the event of the Participant's death. If
married, the Participant's Spouse must consent in writing to the designation of
a Primary Beneficiary other than the Spouse, which consent must be witnessed by
a notary public or plan representative. A Participant may revoke or change a
Beneficiary designation from time to time by designating a new Beneficiary,
subject to spousal consent. If a Participant fails to designate a Beneficiary,
or if a designation is deemed invalid or insufficient for any reason, the Plan
Administrator may designate a Beneficiary on the Participant's behalf, but only
from the following in the order named:

                  (a)      Surviving Spouse.

                  (b)      The Participant's then surviving issue, per stirpes.

                  (c)      The Participant's estate.

A designation of a Spouse as Beneficiary shall be deemed terminated upon marital
dissolution (except as otherwise provided under a qualified domestic relations
order) and shall be deemed revoked if the Spouse predeceases the Participant
prior to payment.


                                       18
<PAGE>   26
         8.5      PAYMENT TO SURVIVING SPOUSE. On the Participant's death, the
Participant's Accrued Benefit shall be paid to the Surviving Spouse; provided,
if there is no Surviving Spouse, or if the Spouse has consented, the Accrued
Benefit shall be paid to the designated Beneficiary, or otherwise as provided in
the Plan.

         8.6      CASH OUT. If the present value of the Participant's vested
Accrued Benefit does not exceed $5,000 (regardless of any prior distributions,
to the extent permitted by the Code and applicable regulations thereunder), and
a distribution event has occurred, the Accrued Benefit shall be distributed
without the consent of the Participant or Spouse, if any.

         8.7      CONSENT TO DISTRIBUTION. If the present value of the
Participant's vested Accrued Benefit exceeds $5,000, the Accrued Benefit may not
be distributed prior to the Normal Retirement Age without the written consent of
the Participant and the Participant's spouse, if any. No consent shall be valid
unless:

                  (a)      The Participant has been notified that receipt of the
         distribution may be deferred. (A Participant's failure to consent shall
         be deemed an election to defer the distribution. An election to defer
         shall not apply with respect to required distributions.)

                  (b)      Except as otherwise provided below, notification is
         provided no less than 30 days and no more than 90 days before the
         commencement of the distribution.

                  (c)      Written consent is made no more than 90 days before
         commencement of the distribution.

                  (d)      No significant detriment is imposed on any
         Participant not consenting to the distribution.

A distribution may commence less than 30 days after notice required under Code
regulation 1.411(a)-11(c) is provided if (i) the Plan Administrator clearly
informs the Participant that the Participant has a period of at least 30 days
after receiving the notice to consider whether to consent to a distribution and
(ii) the Participant, after receiving the notice, affirmatively elects a
distribution.

         8.8      REQUIRED DISTRIBUTION. Notwithstanding any provision herein to
the contrary, distribution of a Participant's benefits shall commence not later
than April 1 of the calendar year following the later of the calendar year in
which the Participant reaches Age 70 1/2 or the calendar year in which he
retires, provided, however, that the distribution of benefits of a Participant
who is a 5-percent owner (as defined in Section 12.2.5) shall commence not later
than April 1 of the calendar year following the calendar year in which such
Participant reaches Age 70 1/2 (whether or not he has retired).

         8.9      OTHER REQUIRED DISTRIBUTIONS. Notwithstanding any provision
herein to the contrary, the distribution of a Participant's benefits shall be
made in accordance with the requirements, and shall otherwise comply with, Code
section 401(a)(9), the provisions of which are incorporated herein by this
reference.


                                       19
<PAGE>   27
         8.10     DISTRIBUTION AFTER DEATH OF PARTICIPANT. If a Participant dies
before beginning to receive a distribution, the Participant's Accrued Benefits
shall be distributed to the Participant's Beneficiaries within five years after
the death; provided, however, if the Surviving Spouse is the Beneficiary,
distribution may be deferred until the date on which the Participant would have
reached Age 70 1/2, and, if the Surviving Spouse dies before distribution is
completed, the distribution requirement shall apply as if the Spouse were the
Participant.

                                    SECTION 9
                            LOANS TO PARTICIPANTS AND
                       HARDSHIP WITHDRAWALS BY PARTICIPANT

         9.1      LOANS. Subject to the provisions of this paragraph and without
being in any way responsible for their application, the Plan Administrator may
make qualified loans to Participants in active employment with the Company that
(a) are available to all Participants on a reasonably equivalent basis and
rates, (b) are not made to highly compensated employees in an amount greater
than the amount made available to other Participants and (c) are permitted for
purposes and from Accounts approved by the Plan Administrator under a loan
program adopted from time to time by the Plan Administrator. Except as otherwise
permitted under the Act and the Code, no loan may be made to a party in interest
(as defined in Act section 3(14)).

                  9.1.1    AMOUNT OF LOAN. The Plan Administrator may lend to a
         Participant, in the aggregate from qualified Company plans, an amount
         not in excess of the lesser of (a) 100% of the sum of the Participant's
         Payroll Deduction Account and Rollover Account or (b) 50% of the vested
         portion of the Participant's Accounts, or (c) $50,000, reduced by the
         excess, if any, of the highest outstanding aggregated plan loan balance
         during the one-year period ending on the day before the loan is made
         over the outstanding balance of all aggregated plan loans during the
         period of one year ending on the day the loan is made. No loan shall be
         for less than $1,000 or other minimum amount set from time to time by
         the Plan Administrator.

                  9.1.2    TERMS AND CONDITIONS. All loans shall comply with
         provisions of the loan program set from time to time by the Plan
         Administrator, which program is incorporated herein by this reference,
         and the following provisions:

                  (a)      A Participant shall apply for a loan in writing to
                           the Plan Administrator, whose decision to accept or
                           reject shall be final.

                  (b)      The period of loan repayment shall not exceed five
                           years. Unless otherwise approved by the Plan
                           Administrator on a nondiscriminatory basis, all loans
                           shall be due in full upon termination of employment.

                  (c)      Each loan shall be a directed investment from the
                           borrowing Participant's Account. Funds necessary to
                           fund a loan shall be taken pro rata from the
                           investment options in which the Participant's Account
                           is invested at the time the loan proceeds are
                           disbursed, except that no funds shall be taken from
                           the CSK Common Stock Fund unless the funds held in
                           all other 


                                       20
<PAGE>   28
                           investment options are first exhausted. Loans shall
                           be secured by an assignment of the Participant's
                           vested Accrued Benefit and shall be evidenced by the
                           Participant's collateral promissory note for the
                           principal amount of the loan, with interest, payable
                           to the order of the Trustee. The Plan Administrator
                           may require additional collateral and documents. The
                           note and other documents shall be executed by the
                           Participant (and, if necessary, the Spouse), as
                           required by the Plan Administrator.

                  (d)      Each loan shall bear fees and interest at a
                           reasonable rate set by the Plan Administrator and
                           shall be payable at least quarterly in substantially
                           equal payments of interest and principal over the
                           term of the loan. Loan repayments may be suspended by
                           the Plan Administrator as permitted under Code
                           section 414(u)(4). In determining the interest rate,
                           the Plan Administrator shall take into consideration
                           interest rates then being charged in the banking
                           community for like transactions. Loans granted at
                           different times may bear different interest rates if,
                           in the opinion of the Plan Administrator, the
                           difference in rates is justified by a change in
                           general economic conditions or different banking
                           community interest rates.

                  (e)      Loan payments shall be withheld from the
                           Participant's payroll check or paid otherwise as the
                           Plan Administrator may direct on a nondiscriminatory
                           basis. No distribution shall be made hereunder unless
                           and until all unpaid loans attributable to the
                           Account, including accrued interest thereon, have
                           been liquidated. The Plan Administrator may direct
                           repayment of the loan, and accrued interest thereon,
                           by offsetting it against the security at any time or
                           from a distribution.

                  (f)      If a loan is outstanding, no further loan may be made
                           unless the Plan Administrator approves.

                  (g)      By applying for a loan, the Participant shall be
                           deemed to automatically consent to distributions
                           and/or deemed distributions hereunder, as necessary
                           to satisfy any default. If the Participant is married
                           and the loan is for more than $5,000, the Spouse must
                           consent to use of the loan for security in a manner
                           consistent with distributions hereunder.

                  9.1.3    RELIANCE. The Trustee may rely on the Plan
         Administrator's instructions with respect to all loan matters,
         including without limitation, Trust withdrawals for loan purposes and
         Trust re-investment of loan payments. The Trustee shall have no duty to
         inquire as to any matter involving Participant loans for which it has
         received instructions from the Plan Administrator.

         9.2      HARDSHIP WITHDRAWALS. The Plan Administrator may authorize
hardship withdrawals from the vested portion of a Participant's Payroll
Deduction Account (not counting 


                                       21
<PAGE>   29
any post-1988 earnings thereon) in a manner consistent with distributions
hereunder and in compliance herewith.

                  9.2.1    BY PARTICIPANTS. Any Participant who the Plan
         Administrator determines has an immediate and heavy financial need and
         no other resources reasonably available to meet the hardship, may be
         distributed that portion of the Participant's Payroll Deduction Account
         (not counting any post-1988 earnings thereon) necessary to meet the
         hardship (plus pay any required federal or state income taxes and
         penalties thereon), subject to the limitations below. Withdrawal shall
         be authorized if the distribution is on account of:

                  (a)      Funeral expenses for a member of the Participant's
                           family;

                  (b)      Medical expenses described in Code section 213(d) and
                           incurred by the Participant, Spouse or any dependent
                           of the Participant (as defined in Code section 152)
                           or necessary for these persons to obtain medical care
                           described in Code section 213(d);

                  (c)      Costs directly related to the purchase of a principal
                           residence for the Participant (excluding mortgage
                           payments);

                  (d)      Payment of tuition, related educational fees and room
                           and board expenses for the next 12 months of
                           post-secondary education for the Participant, Spouse,
                           children or dependents (as defined in Code section
                           152); or

                  (e)      Payments necessary to prevent eviction of the
                           Participant from the Participant's principal
                           residence or foreclosure on the mortgage of that
                           residence.

                  9.2.2    HARDSHIP REQUIREMENTS. A distribution shall be deemed
         to be for an immediate and heavy financial hardship of the Participant
         if:

                  (a)      The distribution is not in excess of the amount of
                           the immediate and heavy financial need of the
                           Participant (including federal, state or local income
                           taxes, fees and penalties reasonably anticipated to
                           result from the distribution);

                  (b)      The Participant has obtained all distributions, other
                           than hardship distributions, and all nontaxable (at
                           the time of the loan) loans currently available under
                           all plans maintained by the Company;

                  (c)      The Plan and all other plans maintained by the
                           Company provide, and it is hereby provided, that the
                           Participant may not make elective contributions and
                           employee contributions for at least twelve months
                           after receipt of the hardship distribution; and


                                       22
<PAGE>   30
                  (d)      The Plan and all other plans maintained by the
                           Company provide, and it is hereby provided, that the
                           Participant may not make elective contributions for
                           the next year in excess of the applicable limit under
                           Code section 402(g) for that year less the amount of
                           the Participant's elective contributions for the
                           taxable year of the hardship distribution.

                  Notwithstanding anything to the contrary herein, the Plan
         Administrator may require a minimum advance notice for a hardship
         withdrawal, may place other limitations on the amount of the
         withdrawal, and may delay payment of an approved withdrawal to permit a
         special valuation, to permit liquidation of necessary amounts or for
         any other pertinent reason.

                  9.2.3    HARDSHIP WITHDRAWAL LIMITATIONS. A hardship
         distribution shall not be made unless the Participant's spouse, if any,
         consents to the distribution in writing. The hardship distribution
         shall not exceed 80% of the value of the Participant's Payroll
         Deduction Account, determined as of the most recent Valuation Date
         preceding the hardship distribution for which written valuation
         information is available, excluding earnings on Payroll Deduction
         Contribution earned after December 31, 1988. The minimum hardship
         withdrawal amount shall be $200.00 or any greater sum set from time to
         time by the Plan Administrator. Hardship withdrawals shall be taken pro
         rata from all investment options in which the Participant has invested
         his Account (including the CSK Common Stock Fund).

                  9.2.4    EFFECT OF WITHDRAWAL ON STOCK OPTIONS.
         Notwithstanding any contrary Plan provision, a Participant shall not
         receive a withdrawal under this Section 9.2 unless, for each period
         during which his or her active participation is suspended pursuant to
         Section 9.2.2(c), the Participant agrees not to exercise any option to
         purchase CSK Common Stock issued to him or her under a plan maintained
         by the Company or any Affiliate; provided, however, that the
         Participant shall be permitted to exercise any such option if the Plan
         Administrator (or its delegate) determines that (a) such exercise
         (including a particular manner of exercise) would be consistent with
         the requirements of Department of Treasury regulation section
         1.401(k)-l(d)(2)(iv)(B)(4), as amended from time to time or (b) under
         the circumstances then prevailing, satisfaction of the requirements of
         such regulation is not necessary to ensure the continued tax-qualified
         status of the Plan.

                                   SECTION 10
                     PLAN ADMINISTRATION AND PLAN MANAGEMENT

         10.1     DUTIES OF PLAN ADMINISTRATOR. The Plan Administrator shall
have sole discretionary power and authority to interpret, and to control and
manage the operation and administration of, the Plan, including, without
limitation, the following duties and authority:

                  (a)      To interpret and construe the Plan;

                  (b)      To decide questions relating to the rights of
         Participants and Beneficiaries;


                                       23
<PAGE>   31
                  (c)      To determine the amount, manner and time for the
         payment of benefits hereunder;

                  (d)      To direct payment of Plan benefits and expenses;

                  (e)      To set procedures for benefit, loan and withdrawal
         applications and elections;

                  (f)      To employ persons to assist in administration at the
         expense of the Plan, including, without limitation, actuaries,
         accountants and attorneys;

                  (g)      To rely upon opinions and advice of actuaries,
         accountants, attorneys and agents;

                  (h)      To make applicable rules and decisions uniformly and
         consistently applied in similar circumstances;

                  (i)      To prepare and submit reports and documents for
         Participants, Beneficiaries and governmental authorities;

                  (j)      To maintain and request Company records to pay
         benefits and to administer and manage the Plan; and

                  (k)      To counsel and confer with any Participant and
         Beneficiary.

         10.2     AUTHORITY TO DELEGATE. The Plan Administrator may delegate,
and revoke the delegation of, any fiduciary or ministerial responsibilities with
respect to interpretation, management and administration of the Plan.

         10.3     BOND. A bond, as required by the Act, shall be provided for
any person who handles funds or other property of the Plan.

         10.4     SERVICE OF PROCESS. Service of process may be made on the
Agent for Service of Process.

                                   SECTION 11
                          DUTIES AND RIGHTS OF TRUSTEE

         11.1     DUTIES OF TRUSTEE. Except as otherwise expressly provided
herein, the Trustee shall control and manage the assets of the Trust Fund,
including, without limitation, authority to:

                  (a)      Invest and reinvest the Trust Fund in bonds,
         insurance policies, mortgages, debentures, preferred or common stocks,
         stock options, mutual funds, a common trust fund maintained by a
         fiduciary that is a bank or an insurance company, savings accounts,
         bills and notes, obligations of the United States of America, and any
         political subdivision thereof, time deposits, and other real or
         personal property, including, without limitation, qualifying employer
         real property and qualifying employer securities 


                                       24
<PAGE>   32
         (as defined in the Act), in an amount and to the extent the Trustee
         deems appropriate; or deposit any of the Trust Fund in an interest
         bearing account in a financial institution supervised by the United
         States or a state, including a financial institution which is a
         fiduciary. The Trustee shall not be bound as to the character of any
         investment by any state statute, rule of court or custom governing the
         investment of trust funds to the extent permitted under state law
         except as provided by the Act.

                  (b)      Sell, exchange, convey, transfer, dispose of, and
         grant options with respect to any real or personal property, by private
         contract or public auction, through agents or brokers, for cash or upon
         credit or partly for cash and partly upon credit. No person dealing
         with the Trustee shall be bound to supervise the application of the
         proceeds of any transaction or to inquire into the validity, expediency
         or propriety of the transaction.

                  (c)      Retain, manage, operate, repair, improve, mortgage or
         lease any real or personal property for any period, and purchase and
         carry insurance against hazards in any amounts.

                  (d)      Subject to Section 14.1, vote in person or by general
         or limited proxy with respect to any bonds, stocks or securities;
         exercise any options applicable to any bonds, stocks or securities for
         conversion into other securities; exercise any rights to subscribe for
         additional bonds, stocks or securities and make any and all required
         payments therefor; and join in, dissent from or oppose the
         reorganization, recapitalization, consolidation, liquidation, sale or
         merger of corporations or properties in which the Trustee may be
         interested, upon desirable terms and conditions.

                  (e)      Accept and hold any securities or other property
         received by the Trustee under the provisions of this Section, whether
         or not the Trustee would be authorized to invest in such securities or
         property.

                  (f)      Make, execute, acknowledge and deliver deeds, leases,
         assignments and other instruments.

                  (g)      Borrow or raise money from others with the approval
         of the Company, upon terms and conditions the Trustee deems desirable,
         and, for any sum so borrowed, issue promissory notes as Trustee, and
         secure the repayment thereof by pledging all or any part of the Trust
         Fund. No person lending money to the Trustee shall be bound to
         supervise the borrowing.

                  (h)      Cause any investments to be registered in, or
         transferred into, the Trustee's name or the name of the Trustee's
         nominee or nominees, and retain any investments in unregistered form or
         in a form permitting transfer by delivery only; provided, the books and
         records of the Trustee shall at all times show that all investments are
         part of the Trust Fund.


                                       25
<PAGE>   33
                  (i)      Invest the assets of the Trust Fund with any other
         trust which is qualified pursuant to Code section 401(a) provided the
         income and capital is divided proportionately between the trusts.

                  (j)      Perform all acts, whether or not expressly described
         or referred to herein, that the Trustee deems necessary, proper or
         desirable for the protection or enhancement of the Trust Fund.

                  (k)      Make application for one or more insurance policies,
         annuity contracts or other contracts in such form or forms, whether or
         not group contracts, of life insurance company or companies as the
         Trustee specifies; and apply all or part of the Trust Fund to the
         policies, annuities and contracts. Any contract may provide for
         allocation of amounts received by the insurance company solely to the
         insurance company's general account, solely to one or more of its
         separate accounts, including separate accounts maintained for the
         collective investment of assets of qualified retirement plans, or to
         both; provided, if any policy, annuity or contract provides for the
         allocation of amounts to one or more separate accounts, the Trustee may
         appoint the insurance company as an Investment Manager to the extent
         amounts held by the insurance company under the contract are deemed
         Plan assets under the Act. The insurance company shall have exclusive
         responsibility for the investment and management of amounts held under
         its policies, annuities or contracts, subject to the Trustee's right to
         specify how amounts held are to be allocated among the separate
         accounts, or to designate the insurance company responsible for
         determining the allocation of amounts among the separate accounts. The
         Trust Fund may be invested and reinvested, without regard to any
         limitations of state law on investments by Fiduciaries and without
         distinction between principal and income, in shares of common or
         preferred stock or other evidences of ownership, in bonds, debentures,
         notes or other evidences of indebtedness, in obligations unsecured or
         secured by mortgages or other liens on real or personal property
         wherever situated (including any part interest in a bond and mortgage
         or note and mortgage, whether insured or uninsured), in any other
         property, or part interest (including any partnership interest) in
         property, real or personal, foreign or domestic, and in any rights,
         warrants and options to acquire any of the foregoing. Without limiting
         the generality of the foregoing, the insurance company shall have all
         of the powers, with respect to Plan assets held under a policy, annuity
         or contract, as the Trustee has pursuant to subparagraphs (a) through
         (h) with respect to assets of the Trust Fund. Notwithstanding the
         foregoing, no asset held by an insurance company under any policy,
         annuity or contract, whether or not deemed assets of the Plan under the
         Act, shall be part of the Trust Fund.

                  (l)      Enter into a group trust arrangement with other
         qualified trusts, the terms and conditions of which shall be a part of
         the Plan.

                  (m)      Enter into agreements with Investment Managers as
         directed by the Named Fiduciary.


                                       26
<PAGE>   34
                  (n)      Carry out the investment instructions of Investment
         Managers appointed by the Named Fiduciary.

                  (o)      Invest in collective investment trusts, the
         instruments of which are incorporated herein by this reference (the
         "Collective Investment Trust"). Assets of the Trust Fund may be
         commingled in the Collective Investment Trust with assets of other
         qualified employee benefit trusts and held and administered under the
         Collective Investment Trust instrument.

         11.2     NO DUTIES IMPLIED. The duties and responsibilities of the
Trustee shall be according to the provisions of the Plan and any separate trust
agreement signed on behalf of the Company, which agreement is incorporated
herein by this reference and the provisions of which shall be paramount and
controlling, in the event of any conflict with the Plan, to the extent permitted
under, and in accord with, the Act and Code. No other or further duties or
responsibilities of the Trustee are imposed or implied.

         11.3     TRUSTEE AS OWNER. Subject to Section 14.1, the Trustee,
subject to the Trust, shall be the owner of the Trust Fund entitled to exercise
each and every incident of ownership consistent with the provisions hereof and
the purpose of the Trust. The cost of any litigation to which the Trustee is a
party in connection with the Trust may be considered an administrative expense
payable from the Trust Fund, subject to the provisions hereof, as determined in
good faith by the Plan Administrator. To the extent any claim affects the duty
of the Company to fund the Plan in accordance with the Act, the Trustee, upon
written instructions from the Company, may compromise and adjust claims due the
Trustee upon terms and conditions acceptable to the Company.

         11.4     RECORDS. The Trustee shall keep full and complete records of
the administration of the Trust, which records shall be open at all reasonable
times to inspection by the Plan Administrator, the Company and persons
authorized by the Company.

         11.5     RECIPIENTS OF PAYMENTS. The Trustee may pay from the Trust
Fund the benefits a Participant is entitled to receive to (a) the Participant,
(b) any person having custody of the Participant, (c) the legal guardian of the
Participant, (d) the Spouse or Surviving Spouse or (e) any person entitled to
receive a benefit under a qualified domestic relations order.

         11.6     AUTHORITY TO HIRE, APPOINT, AND BE COMPENSATED. The Trustee,
if not an employee of the Company, may be paid a reasonable compensation agreed
upon by the Company and the Trustee. The Company, the Named Fiduciary and the
Trustee, in performing duties under the Plan, may employ counsel, accountants,
custodians and other agents, as deemed advisable. The Trustee may employ other
Fiduciaries and may appoint one or more Investment Managers to manage all or any
portion of the Trust assets, including the power to acquire and dispose of any
such assets. The Trustee may appoint a custodian to hold the Trust Fund and to
take such action with respect to the Trust assets as the Trustee or an
Investment Manager directs. All expenses incurred by the Trustee in the
administration of the Trust, including, without limitation, the compensation of
counsel, accountants, Investment Managers, the Trustee (other than a person in
the employment of the Company), custodians, agents and Fiduciaries, shall be


                                       27
<PAGE>   35
charged against the Trust Fund to the extent approved by the Plan Administrator
and not paid directly by the Company. All taxes that may be levied or assessed
at any time upon, or in respect to, the Trust, its assets or the income
therefrom, shall be a charge upon the Trust Fund to the extent not paid directly
by the Company, and the Trustee may pay the charges to satisfy any tax
obligation.

         11.7     NO LIABILITY PRIOR TO APPOINTMENT. A Trustee shall not be
liable or responsible in any way for the acts or omissions in the administration
of the Trust prior to the date of becoming the Trustee or after the date of
ceasing to be the Trustee. A successor Trustee has no duty to review the actions
or accountings of any prior Trustee.

         11.8     FIDUCIARY LIABILITY. The Trustee shall not be liable for the
acts or omissions of a fiduciary (including a Co-Trustee) unless (a) the Trustee
knowingly participates in, or knowingly attempts to conceal, the act or omission
of another fiduciary and the Trustee knows the act or omission is a breach of a
fiduciary responsibility by the other fiduciary; or (b) the Trustee has
knowledge of the breach by the other fiduciary and does not make reasonable
efforts to remedy the breach; or (c) the Trustee's breach of the Trustee's own
fiduciary responsibility permits the other fiduciary to commit the breach. The
Trustee, or any fiduciary, shall not be liable for the acts or omissions of any
Investment Manager. From the Trust Fund, the Trustee may indemnify any
fiduciary, other than an Investment Manager, against any and all claims, losses,
damages, expenses and liabilities arising from any act of commission or omission
by the fiduciary, provided such act is judicially determined not to be the
fiduciary's breach of fiduciary responsibility. Such indemnification includes,
without limitation, attorneys' fees and all other costs and expenses reasonably
incurred by the fiduciary in defense of any action arising from an alleged act
of commission or omission.

         11.9     ALLOCATION OF DUTIES BETWEEN TRUSTEES. If there is more than
one Trustee, the Trustees shall jointly manage and control the assets of the
Plan unless the Company or the Trustees allocate specific trustee
responsibilities, obligations and duties among the Trustees or unless the
Trustees appoint an Investment Manager. The Company and the Trustees may also
allocate fiduciary responsibilities, other than the Trustee's responsibilities,
to other Fiduciaries. Only the specified Trustee or Fiduciary shall be
responsible for the duties allocated, and other Trustees or Fiduciaries shall
not be liable for any breach of fiduciary responsibility for the duties
allocated except as provided in paragraph 11.8. If the Company or Trustees do
not allocate specific responsibilities, obligations or duties to a Trustee, any
Trustee may act on behalf of the Trust, and such act shall have the same force
and effect as if the act had been performed by all Trustees. Any person,
corporation or other entity may deal with, and accept the signature of, any
Trustee in the same manner and with the same force and effect as if the sole
Trustee.

         11.10    RETIRING TRUSTEE. A retiring Trustee shall take all steps
required to transfer management and control of the Trust Fund to the remaining
and/or successor Trustee. A retiring Trustee shall file with the Company and
with the Plan Administrator a written account of the Trustee's acts from the
date of the Trustee's previous annual account to the date of removal or
resignation, if such account is not otherwise available. The accounting shall be
subject to the approval of the Company or such person as designated by the
Company. The retiring Trustee 


                                       28
<PAGE>   36
may have the account settled by a court of competent jurisdiction. A Trustee who
is an employee of the Company and terminates employment shall be deemed to have
resigned as of the date of termination of employment.

                                   SECTION 12
                  DEFERRAL LIMITATIONS AND EXCESS CONTRIBUTIONS

         12.1     CORRECTIVE DISTRIBUTION OF EXCESS DEFERRALS. Payroll Deduction
Contributions made by a Participant during any Plan Year shall not exceed
$10,000 (as adjusted pursuant to Code section 402(g)). Notwithstanding any other
provision of the Plan, Excess Deferrals, plus any income and minus any loss
allocable thereto, may be distributed to any Participant to whose account Excess
Deferrals were allocated for the individual's taxable year. Such a corrective
distribution shall be made in accordance with this section.

                  12.1.1   CORRECTION OF EXCESS DEFERRALS AFTER TAXABLE YEAR.

                  (a)      Not later than the March 15 following the close of a
                           Participant's taxable year, the Participant may
                           notify the Plan of the amount of Excess Deferrals
                           received by the Plan during that taxable year. The
                           notification shall be in writing, shall specify the
                           Participant's Excess Deferrals, and shall be
                           accompanied by the Participant's written statement
                           that if such amounts are not distributed, these
                           amounts, when added to all other Payroll Deduction
                           Contributions made on behalf of the Participant
                           during the taxable year, shall exceed the dollar
                           limitation specified in section 402(g) of the Code.

                  (b)      The Participant is deemed to have notified the Plan
                           of Excess Deferrals if, not later than the March 1
                           following the close of a Participant's taxable year,
                           the Employer notifies the Plan on behalf of the
                           Participant of the Excess Deferrals. Such Excess
                           Deferrals shall be calculated by taking into account
                           only Payroll Deduction Contributions under the Plan
                           and any other plans of the Employer.

                  (c)      Not later than the April 15 following the close of
                           the taxable year, the Plan shall distribute to the
                           Participant the amount of Excess Deferrals designated
                           under subparagraphs (1) or (2) above.

                  12.1.2   CORRECTION OF EXCESS DEFERRALS DURING THE TAXABLE
         YEAR. A Participant who has an Excess Deferral during a taxable year
         may receive a corrective distribution during the same year. Such a
         corrective distribution shall be made if:

                  (a)      The Participant designates the distribution as an
                           Excess Deferral. The designation shall be made in the
                           same manner as the notification described in Section
                           12.1.1(a). The Participant will be deemed to have
                           designated the distribution as an Excess Deferral if
                           the Employer makes the designation on behalf of the
                           Participant to the extent that the Participant 

                                       29
<PAGE>   37
                           has Excess Deferrals for the taxable year calculated
                           by taking into account only Payroll Deduction
                           Contributions to the Plan and other plans of the
                           Employer.

                  (b)      The corrective distribution is made after the date on
                           which the Plan received the Excess Deferral.

                  (c)      The Plan designates the distribution as a
                           distribution of Excess Deferrals.

                  12.1.3   NOTICE, AMOUNT DISTRIBUTABLE. If the Participant
         provides the Employer with satisfactory evidence and written notice to
         demonstrate that all Payroll Deduction Contributions by the Participant
         in this Plan and any other qualified plan exceed the applicable limit
         under section 402(g) of the Code for such individual's taxable year,
         then the Plan Administrator may (but is not required to) distribute
         sufficient Payroll Deduction Contributions (not to exceed the amount of
         Payroll Deduction Contributions actually contributed on behalf of the
         Participant to this Plan during the Participant's taxable year) from
         this Plan to allow the Participant to comply with the applicable limit.
         The evidence provided by the Participant must establish clearly the
         amount of Excess Deferrals. The Participant must present this evidence
         to the Plan Administrator by the March 1 following the end of the
         calendar year in which the Excess Deferrals occurred.

                  12.1.4   INCOME ALLOCABLE TO EXCESS DEFERRALS. The income
         allocable to Excess Deferrals is equal to the sum of allocable gain or
         loss for the taxable year of the individual and shall be determined as
         follows:

                  (a)      The gain or loss allocable to Excess Deferrals is
                           determined by multiplying the income for the taxable
                           year allocable to Payroll Deduction Contributions by
                           a fraction. The numerator of the fraction is the
                           Excess Deferrals by the Employee for the taxable
                           year. The denominator of the fraction is equal to the
                           sum of:

                           (1)      The total account balance of the Employee
                                    attributable to Payroll Deduction
                                    Contributions as of the beginning of the
                                    Plan Year, plus

                           (2)      The Employee's Payroll Deduction
                                    Contributions for the taxable year.

                  (b)      The income allocable to Excess Deferrals shall not
                           include the allocable gain or loss for the period
                           between the end of the taxable year and the date of
                           distribution.

                  12.1.5   NO EMPLOYEE OR SPOUSAL CONSENT REQUIRED. A corrective
         distribution of Excess Deferrals (and income) shall be made without
         regard to any notice or consent otherwise required under sections
         411(a)(11) and 417 of the Code.


                                       30
<PAGE>   38
                  12.1.6   FORFEITURES. Any Matching Contributions or Qualified
         Matching Contributions that relate to the Excess Deferral being
         distributed shall be forfeited. The Matching Contribution so forfeited
         shall be forfeited proportionally from the applicable Employee's vested
         and nonvested interest in Matching Contributions under the Plan at the
         time of the forfeiture. Forfeitures of Matching Contributions or
         Qualified Matching Contributions that relate to Excess Deferrals shall
         be used to pay Plan administrative expenses or reduce future Employer
         Contributions.

                  12.1.7   DEFINITION. For purposes of this Section, the term
         "Excess Deferrals," shall mean any Payroll Deduction contributions made
         by a Participant for a Plan Year which exceed the limits of Code
         section 402(g)(1).

         12.2     DEFINITIONS. For purposes of this Section and related
paragraphs hereof, the following definitions shall apply:

                  12.2.1   ACTUAL DEFERRAL PERCENTAGE ("ADP") means, with
         respect to the Highly Compensated Employee group and the Non-Highly
         Compensated Employee group for a Plan Year, the average of the ratios
         (calculated separately for each Participant in the groups and expressed
         as a percentage) of (a) Payroll Deduction Contribution on behalf of a
         Participant for the Plan Year to (b) that Participant's Compensation
         for the Plan Year ("ADR").

                  12.2.2   ACTUAL CONTRIBUTION PERCENTAGE ("ACP") means for a
         Plan Year, with respect to the Highly Compensated Employee group and
         Non-Highly Compensated Employee group, the same as Actual Deferral
         Percentage but substituting Company Matching Contributions for Payroll
         Deduction Contributions. The rate so calculated for each Participant
         shall be designated as "ACR." For purposes of this subparagraph and
         determining the amount of Excess Aggregate Contributions, only Company
         Matching Contributions attributable to the Plan Year in question and
         actually contributed to the Plan prior to the end of the succeeding
         Plan Year shall be considered.

                  12.2.3   EXCESS CONTRIBUTIONS means the amount of Payroll
         Deduction Contributions for the calendar year in excess of the limits
         established by the tests set forth in paragraph 12.3.

                  12.2.4   EXCESS AGGREGATE CONTRIBUTIONS means the amount of
         Company Matching Contributions for the calendar year in excess of the
         limits established by the tests set forth in paragraph 12.4.

                  12.2.5   HIGHLY COMPENSATED EMPLOYEE means an Employee
         described in Code section 414(q) who was (a) a 5 percent owner of the
         Company (as defined in Code section 416(i)(l)(B)) at any time during
         the determination year or the look-back year, or (b) for the look-back
         year, (i) received compensation from the Company in excess of $80,000
         (as adjusted pursuant to Code section 415(d)), except that the base
         period shall be the calendar quarter ending September 30, 1996)), and
         (ii) was in the Top-Paid Group


                                       31
<PAGE>   39
         of included Employees (top 20 percent of the Employees when ranked on
         the basis of Compensation paid) during the look-back year.

                  A former employee shall be treated as a Highly Compensated
         Employee if (a) the Employee was a Highly Compensated Employee when the
         Employee separated from service or (b)the Employee was a Highly
         Compensated Employee at any time after reaching Age 55.

                  The determination of who is a Highly Compensated Employee,
         including the determination of the number and identity of Employees in
         the Top-Paid Group, will be made in accordance with Code section
         414(q).

                  For purposes of this Section and notwithstanding any provision
         herein to the contrary, "determination year" means the relevant Plan
         Year, "look-back year" means the twelve-month period immediately
         preceding the determination year, and "Compensation" means compensation
         within the meaning of Code section 415(c)(3).

                  12.2.6   LOOK-BACK YEAR means the Plan Year immediately
         preceding the Plan year in question.

                  12.2.7   NONELECTIVE CONTRIBUTIONS means contributions the
         Participant may not elect to receive in cash or in the form of another
         benefit.

                  12.2.8   NON-HIGHLY COMPENSATED EMPLOYEE means an Employee who
         is not a Highly Compensated Employee.

         12.3     ACTUAL DEFERRAL PERCENTAGE TEST. For each Plan Year, the Plan
shall satisfy one of the following tests:

                  (a)      The ADP for the Highly Compensated Employee group for
         the current Plan Year shall not be more than the ADP of the Non-Highly
         Compensated Employee group for the Look-Back Year multiplied by 1.25;
         or

                  (b)      The excess of the ADP for the Highly Compensated
         Employee group for the current Plan Year over the ADP for the
         Non-Highly Compensated Employee group for the Look-Back Year shall not
         be more than two percentage points; provided, the ADP for the Highly
         Compensated Employee group for the current Plan Year shall not exceed
         the ADP for the Non-Highly Compensated Employees group for the
         Look-Back Year multiplied by two. The provisions of Code section
         401(k)(3) and Code regulation l.401(k)-l(b) are incorporated by this
         reference.

         12.3.1   SPECIAL RULES.

                  (a)      The ADR for a Participant who is a Highly Compensated
         Employee for the Plan Year and who is eligible to make Payroll
         Deduction Contributions under two or more plans or arrangements that
         are maintained by the Company or an Other Company, 


                                       32
<PAGE>   40
         shall be determined as if all Payroll Deduction Contributions and
         employer matching contributions were made under a single arrangement.

                  (b)      If the Plan satisfies the requirements of Code
         section 410(b) only when aggregated with one or more other plans, or if
         one or more other plans satisfy the requirements of Code section 410(b)
         only when aggregated with the Plan, the ADP shall be determined as if
         all such plans were a single plan.

                  (c)      The determination and treatment of the ADR of any
         Participant shall satisfy all other requirements prescribed by the
         Secretary of the Treasury.

                  (d)      Payroll Deduction Contributions shall be allocated to
         the Participant Accounts not later than the last day of the twelve
         month period immediately following the Plan Year to which the Payroll
         Deduction Contributions relate for purposes of determining the ADP, if:

                           (i)      The Payroll Deduction Contribution would
                                    have been Compensation received in the Plan
                                    Year except for the deferral election; or

                           (ii)     The Payroll Deduction Contribution were
                                    related to services in the Plan Year and
                                    would have been received by the Participant
                                    as compensation within 2 1/2 months after
                                    the end of the Plan Year except for the
                                    deferral election.

                  (e)      To the extent necessary to satisfy the requirements
         of this subparagraph, Nonelective Contributions and Matching
         Contributions may be treated as Payroll Deduction Contributions in
         accordance with Treasury regulations, including, without limitation,
         Treasury regulation 1.401(k)-1(b)(5), in which case (i) they shall be
         allocated only to Non Highly Compensated Employees, and (ii) they shall
         be subject to all of the same distribution restrictions as Payroll
         Deduction Contributions, as specified in Treasury regulation section
         1.401(k)-1(d).

                  12.3.2   DETERMINING EXCESS CONTRIBUTIONS. The amount of the
         Plan's Excess Contributions is to be determined by a leveling method,
         under which method the ADR of the Highly Compensated Employee with the
         highest ADR is reduced to the extent required to:

                  (a)      Enable the arrangement to satisfy the requirements of
                           this Section; or

                  (b)      Cause the Highly Compensated Employee's ADR to equal
                           the ADR of the Highly Compensated Employee with the
                           next highest ADR.

                  This leveling process shall be repeated until the arrangement
         satisfies the requirements of the ADP test. However, notwithstanding
         the above, the actual 


                                       33
<PAGE>   41
         distribution of the Excess Contribution to the Highly Compensated
         Employees shall be determined pursuant to Plan Section 12.5.

         12.4     ACTUAL CONTRIBUTION PERCENTAGE TEST. For each Plan Year, the
Plan shall satisfy one of the following tests:

                  (a)      The ACP for the Highly Compensated Employee group for
         the current Plan Year shall not be more than the ACP of the Non-Highly
         Compensated Employee group for the Look-Back Year multiplied by 1.25;
         or

                  (b)      The excess of the ACP for the Highly Compensated
         Employee group for the current Plan Year over the ACP for the
         Non-Highly Compensated Employee group for the Look-Back Year shall not
         be more than two percentage points; provided, the ACP for the Highly
         Compensated Employee group for the current Plan Year shall not exceed
         the ACP for the Non-Highly Compensated Employees group for the
         Look-Back Year multiplied by two.

                  12.4.1   SPECIAL RULES.

                  (a)      The ACR for a Participant, who is a Highly
                           Compensated Employee for the Plan Year and who is
                           eligible to make employee after-tax contributions, or
                           to have employer matching contributions allocated,
                           under two or more plans or arrangements that are
                           maintained by the Company or the Other Company, shall
                           be determined as if all employee after-tax
                           contributions and employer matching contributions are
                           made under a single plan.

                  (b)      The determination and treatment of the ACR of any
                           Participant shall satisfy all other requirements
                           prescribed by the Secretary of the Treasury.

                  (c)      To the extent necessary to satisfy the requirements
                           of this Section, Nonelective Contributions and
                           Payroll Deduction Contribution may be treated as
                           Company Matching Contributions, in accordance with
                           the Code and regulations. In such case, inter alia,
                           Nonelective Contributions shall be subject to the
                           same distribution restrictions as Payroll Deduction
                           Contributions.

                  12.4.2   DETERMINING EXCESS AGGREGATE CONTRIBUTIONS. For the
         purpose of determining the amount of Excess Aggregate Contributions, a
         similar leveling process as described with respect to Excess
         Contributions shall be applied.

         12.5     DISPOSITION OF EXCESS CONTRIBUTIONS.

                  12.5.1   DISTRIBUTION. Excess Contributions (and investment
         income for the preceding calendar year allocable thereto) shall be
         distributed to the affected Participants no later than the last day of
         each Plan Year, and the Plan Administrator shall use best 


                                       34
<PAGE>   42
         efforts to make a distribution no later than 2 1/2 months after the end
         of each preceding Plan Year. The total amount of Excess Contributions
         shall be distributed to Highly Compensated Employees based upon the
         total dollar amount of Payroll Deduction Contributions ("PDCs") made on
         behalf of each Highly Compensated Employee, whereby the total dollar
         amount of PDCs for the Highly Compensated Employee with the highest
         dollar amount of PDCs is reduced until it equals the total dollar
         amount of PDCs of the Highly Compensated Employee with the next highest
         dollar amount of PDCs. This process shall be continued until the total
         amount of Excess Contributions is accounted for, and the ADP Test shall
         be deemed satisfied following the distribution of the Excess
         Contributions to the appropriate Highly Compensated Employees according
         to this paragraph.

                  12.5.2   DISTRIBUTION AMOUNT. The Excess Contribution
         distributable to a Participant shall be adjusted for income in
         accordance with Code regulations and reduced by the amount of Excess
         Contributions recharacterized or previously distributed to the
         Participant for the Plan Year. If there is a loss allocable to the
         Excess Contributions, the loss shall not be less than the lesser of the
         Payroll Deduction Account or the Participant's Contributions for the
         Plan Year.

                  12.5.3   FORFEITURES. Any Matching Contributions or Qualified
         Matching Contributions that relate to the Excess Contribution being
         distributed shall be forfeited. Forfeitures of Matching Contributions
         or Qualified Matching Contributions that relate to Excess Contributions
         shall be applied to reduce Employer contributions or pay Plan expenses.

         12.6     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.

                  12.6.1   FORFEITURE; DISTRIBUTION. Excess Aggregate
         Contributions (and investment income allocable thereto) shall be
         forfeited if forfeitable under the terms hereof, or, if nonforfeitable,
         shall be distributed to Participants on whose behalf Payroll Deduction
         Contribution or Company Matching Contribution were allocated for the
         preceding Plan Year 2 1/2-months after the end of each preceding Plan
         Year but no later that the close of the following Plan Year. Excess
         Aggregate Contributions shall be treated as Employer contributions for
         purposes of Code sections 404 and 415 even if distributed from the
         Plan. If not forfeitable, Excess Aggregate Contributions shall be
         distributed from the Participant's Payroll Deduction Account in
         proportion to the Payroll Deduction Contribution and Company Matching
         Contribution for the Plan Year. The Excess Aggregate Contributions
         which are not forfeitable shall be distributed to the Highly
         Compensated Employees on the basis of the highest dollar amount of
         Company Matching Contributions ("CMCs") attributable to each Highly
         Compensated Employee, whereby the dollar amount of the CMCs
         attributable to the Highly Compensated Employee with the highest dollar
         amount of CMCs is reduced to equal the dollar amount of CMCs
         attributable to the Highly Compensated Employee with the next highest
         dollar amount of CMCs (or until the total amount of Excess Aggregate
         Contributions is accounted for). This process shall be repeated until
         the total amount of Excess Aggregate 


                                       35
<PAGE>   43
         Contributions is distributed to the appropriate Highly Compensated
         Employees, after which the ACP Test shall be deemed satisfied.

                  12.6.2   DETERMINATION OF INCOME. The income allocable to
         Excess Aggregate Contributions shall be determined by multiplying the
         income allocable to the Company Matching Contribution for the Plan Year
         by a fraction, the numerator of which is the Excess Aggregate
         Contributions on behalf of the Participant for the preceding Plan Year,
         and the denominator of which is the total of the Company Matching
         Account on the last day of the preceding Plan Year.

                  12.6.3   MAXIMUM AMOUNT. The Excess Aggregate Contributions
         distributable to a Participant shall be adjusted for income in
         accordance with Code regulations, and, if there is a loss allocable to
         the Excess Aggregate Contributions, the loss shall not be less than the
         lesser of the Participant's Company Matching Contribution Account or
         the Company Matching Contribution for the Plan Year.

                  12.6.4   ALLOCATION OF FORFEITURES. Amounts forfeited by
         Highly Compensated Employees shall be treated as annual additions and
         either used to pay Plan administrative expenses or applied to reduce
         future employer contributions.

                                   SECTION 13
                 ALLOCATION LIMITATION AND TOP HEAVY PROVISIONS

         13.1     MAXIMUM ANNUAL ADDITIONS. Notwithstanding any provision herein
to the contrary, if a Participant does not participate, and has never
participated, in another qualified plan maintained by the Company or a welfare
benefit fund (as defined in Code section 419(e)) maintained by the Company or an
individual medical account (as defined in Code section 415(l)(2)) maintained by
the Company or a simplified employee pension (as defined in Code section 408(k))
maintained by the Company that provides for Annual Additions, the amount of
Annual Additions credited to the Participant Account for any Limitation Year
shall not exceed the lesser of the Maximum Permissible Amount or any other
limitation contained herein. If the Annual Additions creditable to the
Participant Account would cause the Annual Additions for the Limitation Year to
exceed the Maximum Permissible Amount, the amount credited will be reduced so
that the Annual Additions for the Limitation Year will equal the Maximum
Permissible Amount.

                  13.1.1   ESTIMATION OF AMOUNT. Prior to determining the
         Participant's actual Compensation for the Limitation Year, the Company
         may determine a Participant's Maximum Permissible Amount based on a
         reasonable estimate of the actual Compensation, uniformly determined
         for all Participants similarly situated. As soon as administratively
         feasible after the end of the Limitation Year, the Company shall
         determine the Maximum Permissible Amount from the Participant's actual
         Compensation.

                  13.1.2   ESTIMATION EXCESS. If the estimation has caused the
         Maximum Permissible Amount to be exceeded, the excess amount will be
         reduced as follows:


                                       36
<PAGE>   44
                  (a)      To the extent they reduce the excess amount, Payroll
                           Deduction Contributions (plus attributable earnings)
                           will be returned to the Participant.

                  (b)      If an excess amount remains and the Participant is
                           covered by the Plan at the end of the Limitation
                           Year, the excess amount will be applied to reduce
                           Company Contributions (including allocable
                           forfeitures) for the Participant in the next
                           Limitation Year and each succeeding Limitation Year,
                           if necessary.

                  (c)      If an excess amount remains and the Participant is
                           not covered by the Plan at the end of the Limitation
                           Year, the excess amount will be held unallocated in a
                           suspense account. The suspense account will be
                           applied to reduce future Company Contributions
                           (including allocable forfeitures) for all remaining
                           Participants in the next Limitation Year and each
                           succeeding Limitation Year, if necessary. The
                           suspense account will not participate in the
                           allocation of the investment gains and losses of the
                           Trust.

                  (d)      If a suspense account exists, all amounts in the
                           suspense account must be allocated to Participants'
                           Accounts before any Annual Additions may be made.
                           Excess amounts may not be distributed to Participants
                           or former Participants.

                  13.1.3   OTHER DEFINED CONTRIBUTION PLAN COVERAGE. If the
         Participant participates in another qualified defined contribution
         plan, a welfare benefit fund maintained by the Company (as defined in
         Code section 419(e)), an individual medical account (as defined in Code
         section 415(l)(2)) maintained by the Company or a simplified employee
         pension maintained by the Company, which provides Annual Additions
         during any Limitation Year, Annual Additions credited to the
         Participant Account under the Plan and such other plans for any
         Limitation Year will be aggregated and deemed Annual Additions to a
         single plan. The Annual Additions last allocated will be deemed the
         excess amount for purposes of disposition hereunder, and, if the Annual
         Additions were allocated on the same day, then each Annual Addition
         shall be reduced in the same proportion as each Annual Addition bears
         to total Annual Additions on that day, and any excess disposed of as
         otherwise provided herein.

                  13.1.4   OTHER DEFINED BENEFIT PLAN COVERAGE. If the
         Participant participates in another qualified defined benefit plan, a
         welfare benefit fund maintained by the Company (as defined in Code
         section 419(e)), an individual medical account maintained by the
         Company or a simplified employee pension maintained by the Company,
         which provides Annual Additions during any Limitation Year, the sum of
         the Participant's Defined Benefit Plan Fraction and Defined
         Contribution Plan Fraction will not exceed 1.0 in any Limitation Year.
         Annual Additions that may be credited to a Participant's Account for
         any Limitation Year will be limited, first, as provided in paragraph
         13.1.2, and, second, as provided in paragraph 13.1.3, and finally, a
         reduction shall be made in the accrued benefit 


                                       37
<PAGE>   45
         for the applicable year under the defined benefit plan, if necessary.
         If the 1.0 limitation continues to be exceeded, a Participant who
         exceeds the limit shall be subject to the following restrictions for
         each future Limitation Year until the limit is satisfied: (a) the
         Participant's accrued benefit under the defined benefit plan shall not
         increase, (b) no Annual Additions may be credited to a Participant's
         account, and (c) no employee contributions (voluntary or mandatory)
         shall be made under any defined benefit plan or any defined
         contribution plan of the Company. The limitations of this paragraph
         13.1.4 shall not apply to Plan Years commencing on or after January 1,
         2000.

                  13.1.5   DEFINITIONS. For the purposes of paragraph 13.1, the
         following definitions are applicable:

                  (a)      ANNUAL ADDITIONS means the sum of the following
                           amounts credited to a Participant's Account for the
                           Limitation Year: (i) Company Contributions; (ii)
                           forfeitures; (iii) voluntary nondeductible employee
                           contributions; (iv) amounts described in Code
                           sections 415(l)(1), 419(e) and 419A(d)(2); (v)
                           allocations under a simplified employee pension; and
                           (vi) any excess amount applied, under this Section,
                           to reduce Company Contributions.

                           Amounts allocated to an individual medical account
                           that is part of a defined benefit plan maintained by
                           the Company (as defined in Code section 415(l)(2)),
                           shall be treated as Annual Additions to a defined
                           contribution plan. Amounts derived from contributions
                           which are attributable to post-retirement medical
                           benefits allocated to the separate account of a key
                           employee (as defined in Code section 419A(d)(3))
                           under a welfare benefit fund maintained by the
                           Company (as defined in Code section 419(e)) shall be
                           treated as Annual Additions to a defined contribution
                           plan.

                  (b)      COMPENSATION means an Employee's earned income,
                           wages, salaries, and other amounts received for
                           personal services actually rendered in the course of
                           employment with the employer maintaining the plan (as
                           defined in the Act and the Code), including, without
                           limitation, commissions paid to salesmen,
                           compensation for services on the basis of a
                           percentage of profits, commissions on insurance
                           premiums, tips, bonuses, elective deferrals (as
                           defined in Code section 402(g)(3)) and any amount
                           contributed or deferred by the Company at the
                           election of the Participant that is not includable in
                           the gross income of the Participant by reason of Code
                           sections 125 or 457, but excluding the following:

                           (i)      Company contributions to a plan of deferred
                                    compensation that are not included in the
                                    Employee's gross income for the taxable year
                                    in which contributed, Company contributions
                                    under a simplified employee pension plan to
                                    the extent such contributions are 


                                       38
<PAGE>   46
                                    deductible by the Employee, and any
                                    distributions from a plan of deferred
                                    compensation;

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

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

                           (iv)     Other amounts which received special tax
                                    benefits, and contributions made by the
                                    Company (whether or not under a salary
                                    reduction agreement) towards 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
                                    Employee.)

                           However, the Compensation excluded above shall not
                           apply to:

                           (i)      Any contribution for medical benefits
                                    (within the meaning of Code section
                                    419A(f)(2)) after separation from service
                                    that is otherwise treated as Annual
                                    Additions; and

                           (ii)     Any amount otherwise treated as Annual
                                    Additions under Code section 415(l)(2).

                           Compensation for a Limitation Year is the
                           Compensation actually paid or includable in gross
                           income during such year. Notwithstanding the
                           preceding sentence, Compensation for a Participant
                           who is permanently and totally disabled (as defined
                           in Code section 22(e)(3)) shall be equal to the
                           Compensation such Participant would have received for
                           the Limitation Year if the Participant had been paid
                           at the rate of Compensation paid immediately before
                           becoming permanently and totally disabled; provided,
                           the imputed Compensation for the disabled Participant
                           may be taken into account only if the Participant is
                           not a Highly Compensated Employee (as defined in
                           Section 12) and contributions are nonforfeitable when
                           made.

                  (c)      DEFINED BENEFIT PLAN FRACTION means a fraction, the
                           numerator of which is the sum of the Participant's
                           Projected Annual Benefits under all defined benefit
                           plans (whether or not terminated) maintained by the
                           Company, and the denominator of which is the lesser
                           of 125 percent of the maximum dollar limitation in
                           effect for the Limitation Year under Code sections
                           415(b) and (d), or 140 percent of the Highest Average
                           Compensation, including any adjustments, pursuant to
                           Code section 415(b). Any adjustments to the Defined
                           Benefit Plan Fraction made prior to the effective
                           date of this amendment shall remain in effect.


                                       39
<PAGE>   47
                  (d)      DEFINED CONTRIBUTION PLAN FRACTION means a fraction,
                           the numerator of which is the sum of the Annual
                           Additions to the Participant's Account under all the
                           defined contribution plans (whether or not
                           terminated) maintained by the Company for the current
                           and all prior Limitation Years, including the Annual
                           Additions attributable to the Participant's
                           nondeductible employee contributions to all defined
                           benefit plans maintained by the Company (whether or
                           not terminated) and the Annual Additions attributable
                           to all welfare benefit funds (as defined in Code
                           section 415(l)(2)), individual medical accounts and
                           simplified employee plans or plans, maintained by the
                           Company, and the denominator of which is the sum of
                           the maximum aggregate amounts for the current and all
                           prior Limitation Years of service with the Company
                           (regardless of whether a defined contribution plan
                           was maintained by the Company.) The maximum aggregate
                           amount in any Limitation Year is the lesser of 125
                           percent of the dollar limitation, determined under
                           Code sections 415(b) and (d), in effect under Code
                           section 415(c)(1)(A), or 35 percent of the
                           Participant's Compensation for such year. Any
                           adjustments to the Defined Contribution Plan Fraction
                           made prior to the effective date of this amendment
                           shall remain in effect.

                  (e)      COMPANY means the employer that adopts the Plan, and
                           all members of a controlled group of corporations (as
                           defined in Code section 414(b), as modified by Code
                           section 415(h)), all commonly controlled trades or
                           businesses (as defined in Code section 414(c), as
                           modified by Code section 415(h)), affiliated service
                           groups (as defined in Code section 414(m)) of which
                           the adopting employer is a part, and any other entity
                           required to be aggregated with the employer pursuant
                           to regulations under Code section 414(o).

                  (f)      EXCESS AMOUNT means the excess of the Participant's
                           Annual Additions for the Limitation Year over the
                           Maximum Permissible Amount.

                  (g)      HIGHEST AVERAGE COMPENSATION means the average
                           Compensation for the three consecutive Plan Years of
                           service with the Company that produces the highest
                           average.

                  (h)      LIMITATION YEAR means the Plan Year.

                  (i)      MAXIMUM PERMISSIBLE AMOUNT means the lesser of (i)
                           $30,000 (as adjusted) or (ii) 25 percent of the
                           Participant's Compensation for the Limitation Year
                           within the meaning of Code section 415(c)(3). The
                           compensation limitation referred to in (ii) shall not
                           apply to any contribution for medical benefits
                           (within the meaning of Code sections 401(h) or
                           419A(f)(2)) which is otherwise treated as an annual
                           addition under Code sections 415(l)( 1) or
                           419A(d)(2).


                                       40
<PAGE>   48
                  (j)      PROJECTED ANNUAL BENEFIT means the annual retirement
                           benefit (adjusted to an actuarially equivalent
                           straight life annuity if such benefit is expressed in
                           a form other than a straight life annuity or
                           qualified joint and survivor annuity) to which the
                           Participant would be entitled under the terms of a
                           plan, assuming:

                           (i)      The Participant will continue employment
                                    until normal retirement age (as defined in
                                    such plan) (or current age, if later); and

                           (ii)     The Participant's Compensation for the
                                    current Limitation Year and all other
                                    relevant factors used to determine benefits
                                    under the Plan will remain constant for all
                                    future Limitation Years.

                  13.1.6   COMPLIANCE WITH CODE SECTION 415. The provisions of
         this Section are intended to meet the requirements of Code section 415.
         If the Plan Administrator determines a conflict or ambiguity between
         the Plan and Code section 415 exists, the meaning under Code section
         415 will control or supersede the provisions of the Plan.

         13.2     TOP-HEAVY PROVISIONS. If the Plan is or becomes Top Heavy, the
provisions of this paragraph supersede any conflicting provisions of the Plan.

                  13.2.1   DEFINITIONS. For purposes of this paragraph, the
         following definitions are applicable:

                  (a)      EMPLOYER means the Employer and all employers
                           considered under Code sections 414(b), (c), (m), and
                           (o), as modified by Code section 415(h), to be
                           affiliated members or members of the same controlled
                           group.

                  (b)      KEY EMPLOYEE means any Employee or former Employee
                           (and the beneficiaries thereof) who at any time
                           during the determination period was (i) an officer of
                           the Employer having an annual Compensation greater
                           than 50 percent of the dollar limitation in effect
                           under Code section 415(b)(1)(A), (ii) an owner (or
                           considered an owner under Code section 318) of the
                           largest interests in the Company and one of the ten
                           Employees having an annual Compensation greater than
                           the dollar limitation then in effect under Code
                           section 415(c)(1)(A), (iii) a five percent owner of
                           the Employer, or (iv) a one percent owner of the
                           Employer who has an annual Compensation of more than
                           $160,000 (as adjusted). The determination period is
                           the Plan Year containing the Determination Date and
                           the four preceding Plan Years. The determination of
                           who is a Key Employee shall be made in accordance
                           with Code section 416(i)(1).

                  (c)      DETERMINATION DATE means the last day of the
                           preceding Plan Year (for the first Plan Year, the
                           last day of that year.)


                                       41
<PAGE>   49
                  (d)      TOP-HEAVY means, for any Plan Year, that any of the
                           following conditions exists:

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

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

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

                  (e)      TOP-HEAVY RATIO means:

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

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


                                       42
<PAGE>   50
                                    accrued benefits under the aggregated
                                    defined benefit plan(s) for all Key
                                    Employees as of the Determination Date(s),
                                    and the denominator of which is the sum of
                                    the account balances under the aggregated
                                    defined contribution plan(s) for all
                                    Participants, determined in accordance with
                                    (i), above, and the present value of accrued
                                    benefits under the aggregated defined
                                    benefit plan(s) for all Participants as of
                                    the Determination Date(s), all determined in
                                    accordance with Code section 416. The
                                    accrued benefits under a defined benefit
                                    plan in both the numerator and denominator
                                    of the Top-Heavy Ratio shall be adjusted for
                                    any distribution of an accrued benefit made
                                    in the five-year period ending on the
                                    Determination Date.

                           (iii)    For purposes of (i) and (ii) above, the
                                    value of account balances and the Present
                                    Value of accrued benefits will be determined
                                    as of the most recent Valuation Date that
                                    falls within or ends with the twelve-month
                                    period ending on the Determination Date,
                                    except as provided in Code section 416 for
                                    the first and second plan years of a defined
                                    benefit plan. The account balances and
                                    accrued benefits of a Participant who has
                                    not performed any services for any employer
                                    maintaining the plan at any time during the
                                    five-year period ending on any Determination
                                    Date shall be disregarded. The calculation
                                    of the Top-Heavy Ratio and present value,
                                    and the extent to which distributions,
                                    rollovers, and transfers are taken into
                                    account, shall be made in accordance with
                                    Code section 416. Deductible employee
                                    contributions shall not be taken into
                                    account for purposes of computing the
                                    Top-Heavy Ratio. When aggregating plans, the
                                    value of account balances and accrued
                                    benefits shall be calculated with reference
                                    to the Determination Dates that fall within
                                    the same calendar year.

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

                  (g)      PRESENT VALUE means the present value based on five
                           percent interest and the mortality provisions of
                           GAM-71 Mortality Table,

                  (h)      REQUIRED AGGREGATION GROUP means (i) each qualified
                           plan of the Employer in which at least one Key
                           Employee participates and (ii) any other qualified
                           plan of the Employer that enables a plan described in
                           (i) to meet the requirements of Code sections
                           401(a)(4) or 410.


                                       43
<PAGE>   51
                  (i)      VALUATION DATE means the date used for computing plan
                           costs for funding, if any, otherwise the last day of
                           the Plan Year, as of which date account balances or
                           accrued benefits are valued for purposes of
                           calculating the Top-Heavy Ratio.

                  13.2.2   MINIMUM ALLOCATION. Notwithstanding any other
         provision in the Plan except (a), (b) and (c), below, for each Plan
         Year that the Plan is top-heavy, the employer contributions and
         forfeitures allocated on behalf of each Participant who is not a Key
         Employee shall not be less than the lesser of three percent of the
         Participant's Compensation, or in the case where the Company has no
         defined benefit plan that designates the Plan to satisfy Code section
         401, the largest percentage of employer contributions and forfeitures
         as a percentage of the Key Employee's Compensation, as limited by Code
         section 401(a)(17) on behalf of any Key Employee for that year. The
         minimum allocation is determined without regard to any social security
         contribution. This minimum allocation applies 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 year because (i) the non-Key Employee fails to make mandatory
         contributions to the Plan, (ii) the non-Key Employee's compensation is
         less than a stated amount, or (iii) the non-Key Employee's fails to
         complete 1,000 Hours of Service (or any equivalent provided in the
         plan).

                  (a)      Employer contributions shall not be provided if the
                           Plan is required to be included in an aggregation
                           group under Code section 416(g)(2)(A)(i) and enables
                           a defined benefit plan required to be included in
                           such group to meet the requirements of Code sections
                           401(a)(4) or 410. All defined contribution plans
                           required to be included in an aggregation group shall
                           be treated as one plan.

                  (b)      The provisions shall not apply to any Participant to
                           the extent the Participant is covered under any other
                           plan(s) of the Employer and the Employer has provided
                           therein that the minimum allocation or benefit
                           requirement applicable to this Top-Heavy plan will be
                           met in the other plans.

                  (c)      Salary deferrals (amounts deferred and contributed to
                           the Plan but representing Compensation) made by a
                           non-Key Employee shall not count towards satisfying
                           the Top-Heavy minimum allocation to non-Key
                           Employees. However, salary deferrals made by Key
                           Employees shall count in determining the largest
                           percentage of contributions and forfeitures (as a
                           percent of Compensation) allocated to Key Employees.
                           Matching contributions made on behalf of non-Key
                           Employees may, at the option of the Plan
                           Administrator, be used to satisfy the Top-Heavy
                           minimum allocation to non-Key Employees, provided, if
                           they are used, they cannot be used to satisfy the
                           non-discrimination tests.


                                       44
<PAGE>   52
                  13.2.3   DETERMINATION OF ACCRUED BENEFIT. Solely for the
         purpose of determining if the Plan, or any other plan included in a
         Required Aggregation Group, is top heavy (within the meaning of Code
         section 4 16(g)), Accrued Benefits shall be determined under (a) the
         method, if any, that uniformly applies for accrual purposes under all
         plans maintained by the Employer or (b) if there is no such method,
         under the slowest accrual rate permitted under the fractional accrual
         rate of Code section 411(b)(1)(C).

                  13.2.4   NO SUSPENSION OR FORFEITURE. The minimum allocation
         required (to the extent required to be nonforfeitable under Code
         section 416(b)) may not be suspended or forfeited under Code sections
         41l(a)(3)(B) or (D).

                  13.2.5   TOP-HEAVY VESTING SCHEDULE. For any Plan Year in
         which the Plan is Top-Heavy, the vesting provisions otherwise provided
         under the Plan shall continue in force and effect.

                                   SECTION 14
                         VOTING AND TENDER OF CSK STOCK

         14.1     VOTING OF SHARES; TENDER OR EXCHANGE OFFERS. Subject to the
         provisions of Section 14.2, the following provisions shall apply with
         respect to voting, tender and exchange offers relating to CSK Common
         Stock.

                  14.1.1   VOTING OF SHARES Whenever any proxies or consents are
         solicited from the shareholders of CSK Common Stock, each Participant
         (or, in the event of death, his or her Beneficiary) whose Account is
         credited with any shares of CSK Common Stock, shall be considered a
         "named fiduciary" hereunder and shall have the right to direct the
         Trustee in writing as to the manner in which such shares shall be
         voted. The Trustee or other person designated by the Company (but not
         otherwise affiliated with the Company) to solicit and/or tabulate such
         votes (a "Recordkeeper") shall utilize its best efforts to distribute
         or cause to be distributed in a timely manner to each Participant (or
         Beneficiary) a copy of the proxy solicitation material sent to such
         shareholders, together with a form addressed to the Trustee or
         Recordkeeper soliciting the Participant's (or Beneficiary's)
         confidential, written instructions as to the manner in which such
         shares shall be voted. If such instructions are sent to a Recordkeeper,
         the Recordkeeper shall communicate the instructions to the Trustee.
         Upon receipt of such instructions, the Trustee shall vote such shares
         as instructed, unless otherwise required by applicable law or
         regulation. Shares of CSK Common Stock (a) as to which the Trustee
         receives no voting instructions or (b) that are held in the Trust Fund
         but are not credited to any Participant's (or Beneficiary's) Account,
         shall be voted "for" and "against" the proposition or consent in the
         same proportion as those Shares with respect to which instructions were
         received..

                  14.1.2   TENDER OR EXCHANGE OFFERS. Each Participant (or, in
         the event of death, his or her Beneficiary) whose Account is credited
         with any shares of CSK Common Stock shall be considered a "named
         fiduciary" hereunder and shall have the right to direct 


                                       45
<PAGE>   53
         the Trustee in writing as to the manner in which to respond to a tender
         or exchange offer with respect to such shares. The Trustee, or if the
         Company elects, a Recordkeeper (as defined in Section 14.1.1) shall
         utilize its best efforts to distribute or cause to be distributed in a
         timely manner to each Participant (or Beneficiary) such information as
         will be distributed to such shareholders in connection with any such
         tender or exchange offer, together with a form addressed to the Trustee
         or Recordkeeper soliciting the Participant's (or Beneficiary's),
         written instructions as to whether such shares shall be tendered or
         exchanged. If such instructions are sent to a Recordkeeper, the
         Recordkeeper shall communicate the instructions to the Trustee. Shares
         of CSK Common Stock (a) for which the Trustee receives no written
         directions from a Participant (or Beneficiary) as to the manner in
         which to respond to such a tender or exchange offer, or (b) that are
         held in the Trust Fund but not credited to any Participant's (or
         Beneficiary's) Account, shall be tendered or exchanged (and withheld)
         in the same proportion as those Shares with respect to which
         instructions were received.

         14.2     NAMED FIDUCIARY STATUS; CONFIDENTIALITY. Notwithstanding
anything in the Plan to the contrary, for purposes of Section 14.1, each
Participant (or, in the event of death, his or her Beneficiary) shall be deemed
to be a "named fiduciary" (within the meaning of section 402(a) of ERISA) with
respect to the shares of CSK Common Stock as to which such Participant (or
Beneficiary) has the right of direction regarding voting, tender or exchange. To
the extent required by Department of Labor regulations promulgated under Section
404(c) of ERISA, such directions relating to CSK Common Stock received by the
Trustee and any Recordkeeper (as defined in Section 14.1.1) from the
Participants (or Beneficiaries) shall be held by the Trustee or Recordkeeper in
strict confidence and shall not be divulged or released to any person, including
employees, officers or directors of the Company or any other Employer; provided,
however, that to the extent necessary for the operation of the Plan, such
directions may be relayed by the Trustee to a recordkeeper or auditor for the
Plan, which recordkeeper or auditor, to the extent required by Department of
Labor regulations promulgated under Section 404(c) of ERISA, (a) is not an
Employer and (b) agrees not to divulge such directions to any other person,
including employees, officers or directors of the Company or any other Employer.

         14.3     PLAN INFORMATION. Each Participant shall be advised of the
general provisions of the Plan and, upon written request addressed to the Plan
Administrator, shall be furnished with any information requested, to the extent
required by applicable law, regarding his or her status, rights and privileges
under the Plan.



                                   SECTION 15
                                  MISCELLANEOUS

         15.1     NONALIENATION OF INTEREST OR BENEFITS. The right of any
Participant or Beneficiary to a benefit under the Plan, or any payment to be
made under the Plan, shall not be assignable or subject to alienation by
voluntary or involuntary assignment or by operation of law, including, without
limitation, garnishment, attachment or other creditor's process, and any act in


                                       46
<PAGE>   54
violation hereof shall be void; provided, however, loans to Participants
permitted by the Plan shall be secured by the vested portion of the Participant
Account. The prohibition in this paragraph against assignment or alienation
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
as defined in Code section 414(p).

         15.2     MERGER, CONSOLIDATION AND TRANSFER OF ASSETS OR LIABILITIES.
The Plan shall not be merged or consolidated with any other plan, and no Trust
assets or liabilities may be transferred to any other plan unless each
Participant or Beneficiary would receive a benefit immediately after the merger,
consolidation or transfer, if the Plan then terminated, that is equal to, or
greater than, the benefit the Participant or Beneficiary would have been
entitled to receive immediately before the merger, consolidation or transfer, if
the Plan had then terminated.

         15.3     BASIS OF PAYMENTS TO AND FROM THE PLAN. The Trustee shall pay
all expenses of the Plan from the Trust Fund except for expenses paid by the
Company. All Plan benefits shall be paid out of the Trust Fund pursuant to the
directions of the Trustee, in accordance with the provisions of the Plan and
procedures adopted by the Trustee. Persons eligible for benefits under the Plan
shall look only to the Trust Fund for payment.

         15.4     BENEFIT AND CLAIMS PROCEDURES. Except as otherwise provided
herein, all applications for benefits under the Plan and all inquiries
concerning claims under the Plan shall be submitted to the Company and addressed
as follows: Plan Administrator, CSK Auto, Inc. Retirement Program, P.O. Box
6030, Phoenix, Arizona 85005. Applications for benefits must be in writing on
forms acceptable to the Plan Administrator and must be signed by the Participant
or Beneficiary (the applicant). Under certain circumstances, the Spouse must
consent in writing.

         If an application for benefits is denied, in whole or in part, the Plan
Administrator shall notify the applicant of the denial, in writing, and shall
advise the applicant of the right to a review thereof. The written notice shall
set forth, in a manner calculated to be understood by the applicant, specific
reasons for the denial, specific references to the Plan provisions on which the
denial is based, a description of any information or material needed for the
applicant to perfect the application, an explanation of why the material is
needed, and an explanation of the Plan's review procedure. The written notice
shall be given to the applicant within a reasonable period of time after the
Plan Administrator receives the application, based upon the customary procedures
of the Plan Administrator in processing claims (not to exceed 90 days, or if
more time is needed, the applicant is so informed, and up to an additional 90
days may be taken).

         15.5     REVIEW PROCEDURE. Any Participant or Beneficiary (the
applicant) whose application for benefits is denied, in whole or in part, or
such person's authorized representative, may appeal from the denial by
submitting to the Review Committee a request for review of the application
within 60 days after receiving from the Plan Administrator the written notice of
denial. The Review Committee shall give the applicant, or representative, an
opportunity to review pertinent documents in preparing the request for review.


                                       47
<PAGE>   55
         The request for review must be in writing and addressed as follows:
Review Committee, CSK Auto, Inc. Retirement Program, P.O. Box 6030, Phoenix,
Arizona 85005. The request for review shall set forth all of the grounds upon
which it is based, all facts in support thereof, and any other matter the
applicant deems pertinent. The Review Committee may require the applicant to
submit additional facts, documents, and other material the Review Committee
deems appropriate in making its review. The Review Committee may establish rules
and procedures, consistent with the Plan and the Act, deemed appropriate in
carrying out the responsibilities under this paragraph.

         The Review Committee shall act upon each request for review within 60
days after receipt thereof unless special circumstances require additional time
for processing, but in no event shall the decision on review be rendered more
than 120 days after the Review Committee received the request for review. The
Review Committee shall give written notice of the decision to the applicant. If
the Review Committee confirms the denial of the application for benefits, in
whole or in part, the notice shall set forth, in a manner calculated to be
understood by the applicant, the specific reasons for confirming the denial and
specific references to the Plan provisions on which the decision was based.

         15.6     TERMINATION OF PLAN OR CONTRIBUTIONS. Although the Company
expects to continue the Plan indefinitely but inasmuch as future conditions
cannot be foreseen, the Company reserves the right, and shall have the power, to
terminate the Plan at any time or not to make an employer contribution in any
Plan Year.

         Upon termination of the Plan, no part of the Trust Fund shall revert to
the Company or be used or diverted for purposes other than for the exclusive
benefit of Participants and Beneficiaries. Upon termination, partial
termination, or complete cessation of Contributions, the right of each
Participant to the benefits accrued under the Plan shall be 100% vested and
nonforfeitable to the extent funded and as required by the Act and the Code.
Upon termination of the Plan, the Trust shall continue until the Trust Fund has
been distributed to the Participants and Beneficiaries in accordance with their
interest. Notwithstanding the foregoing, expenses of the Plan, including,
without limitation, expenses of termination, may be paid from the Trust Fund.

         Notwithstanding any other provision hereof, participating companies
shall have no obligation to continue to make contributions to the Plan after the
termination thereof. Except as otherwise provided in the Act, neither the
Company nor any other person or entity shall have any liability or obligation to
provide benefits hereunder after termination of the Plan. Upon Plan termination,
Participants and Beneficiaries shall look solely to the Trust Fund for their
benefits. In the event of a partial termination of the Plan, the provisions
hereof shall apply with respect to those Participants and Beneficiaries who are
affected by the partial termination.

         15.7     AMENDMENT OF PLAN. The Employer shall have the right from time
to time to modify or amend, in whole or in part, any or all provisions of the
Plan, pursuant to action of its Board of Directors or its President. The
effective date of any amendment may be before, on or after the date of such
Board or officer action. Upon any such modification or amendment the 


                                       48
<PAGE>   56
Plan Administrator and the Trustee shall be furnished a copy thereof. No
amendment shall deprive any Participant or Beneficiary of any Accrued Benefit
hereunder.

         With respect to any amendment to the Plan's vesting schedule, a
         Participant having three or more Years of Service shall be permitted to
         elect, in writing, to have his vesting percentage computed under the
         Plan without regard to such amendment. The election may be made by the
         Participant at any time after the date the Plan Amendment is adopted,
         but no later than the latest of:

         (A)      60 days after the amendment is adopted;

         (B)      60 days after the amendment becomes effective; or

         (C)      60 days after the Participant is issued written notice of the
                  amendment by the Employer or Plan Administrator.

         Such written election by a Participant shall be made to the Plan
         Administrator.

         No amendment to the Plan shall decrease a Participant's Account balance
         or eliminate a protected optional form of benefit. Notwithstanding the
         preceding sentence, a Participant's Account balance may be reduced to
         the extent permitted under Internal Revenue Code section 412(c)(8).
         Furthermore, no amendment to the Plan shall have the effect of
         decreasing a Participant's vested interest determined without regard to
         such amendment as of the later of the date such amendment is adopted or
         the date it becomes effective.

         15.8     BANKRUPTCY, MERGER, CONSOLIDATION AND TRANSFER OF ASSETS AND
LIABILITIES. If the Company terminates its connection with the Plan, or if the
Company is dissolved or liquidated or, by appropriate legal proceedings,
adjudged a bankrupt, or if judicial proceedings of any kind result in the
involuntary dissolution of the Company, the Plan shall be terminated. The
merger, consolidation or reorganization of the Company or the sale by it of all,
or substantially all, of its assets shall not terminate the Plan if the
successor to the Company, or the purchaser of all or substantially all of the
Company's assets, acknowledges it is be substituted for the Company and
undertakes to perform all of the provisions the Company is required to perform
hereunder. Upon making the acknowledgment and the undertaking, the successor or
the purchaser shall be substituted as the Company herein, and the Company shall
be relieved and released from all obligations of any kind, character or
description herein or in any trust agreement imposed on it.

         15.9     NONREVERSION. The Company shall have no right, title or
interest in Contributions made to the Trust Fund, and no part of the Trust Fund
shall revert to the Company, except that (a) if a Contribution is made to the
Trust Fund by the Company by a mistake of fact, the Contribution may be returned
to the Company within one year after the payment of the Contribution, and (b) if
any part or all of a Contribution is disallowed as a deduction under the Code,
then, to the extent the Contribution is disallowed as a deduction, it may be
returned to the Company within one year after the disallowance.


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<PAGE>   57
         15.10    NOTICE OF ADDRESS. Each person applying for or receiving
benefits from the Plan must file with the Plan Administrator, in writing, the
person's postal address and each change of postal address. Any communication,
statement, or notice addressed to a person at the person's latest reported
postal address will be binding upon the person for all purposes of the Plan, and
no fiduciary shall be obliged to search further.

         15.11    EMPLOYMENT RIGHTS. The Company's right to discipline or
discharge Employees shall not be affected by reason of any of the provisions of
the Plan.

         15.12    APPLICABLE LAW; INTERPRETATION. The Plan and Trust, and all
rights thereunder, shall be governed by applicable federal law, including the
Act, and, to the extent not preempted by federal law, construed and administered
in accordance with the laws of the state of Arizona, with the exception of any
separate trust agreement which shall be construed and enforced in all respects
under and by the laws of the state in which the Trustee is located.

         Whenever used herein, the singular shall include the plural, and vice
versa, and masculine, feminine and neuter words shall be used interchangeably
unless the context clearly indicates to the contrary. Compounds of the word
"here" shall mean and refer to the entire Plan and Trust and not any particular
provision or section. Any heading or subheading used herein is inserted for a
convenience of reference only and is not to be considered in construction of the
provisions hereof.

         15.13    INDEPENDENT APPRAISER. In the event that CSK Common Stock
ceases to be readily tradable on an established securities market, all
valuations thereof with respect to activities carried on by the Plan shall be
made by an independent appraiser meeting requirements similar to those contained
in Department of Treasury regulations under section 170(a)(1) of the Code.

         15.14    NONFORFEITABILITY OF BENEFITS. Subject only to specific
provisions of the Plan, nothing shall be deemed to divest a Participant of
rights to the nonforfeitable benefits to which the Participant becomes entitled
in accordance herewith. No forfeiture for cause shall be permitted.

         15.15    EFFECTIVE DATE. All amendments incorporated into this
Amendment and Restatement of the Plan shall be effective as of May 1, 1999, at
the time specified in any adopting resolution or, to effectuate or maintain plan
qualification, as of the earliest date permitted under the law. Unless
specifically provided in an adopting resolution, amendments shall not apply to
Participants who are not in active employment on the effective date of the
adoption. The rights of any Participant whose employment terminated prior to the
effective date of any amendment or restatement shall be determined solely by the
provisions of the Plan, if any, in effect on the date of the Participant's
termination of employment unless specifically provided otherwise herein.


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<PAGE>   58
         DATED: _____________, 1999, but to be effective as of May 1, 1999.

                                 CSK AUTO, INC.



                                 By:____________________________________________
                                 Its:___________________________________________


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