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                                                                 EXHIBIT 10.1(a)

                           CENTRAL FREIGHT LINES, INC.
                               401(k) SAVINGS PLAN
                           (AS AMENDED AND RESTATED)

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                           CENTRAL FREIGHT LINES, INC.
                               401(k) SAVINGS PLAN
                            (AS AMENDED AND RESTATED)

         CENTRAL FREIGHT LINES, INC., acting by and through its Board of
Directors, does hereby adopt this amendment and restatement of the CENTRAL
FREIGHT LINES, INC. 401(k) SAVINGS PLAN ("Plan") effective, in part, January 1,
1998 and effective, in part, on January 1, 1999. The Plan is for the benefit of
eligible employees of Central Freight Lines, Inc., and its participating
affiliates and is intended to continue to constitute a qualified profit sharing
plan, as described in Internal Revenue Code ("Code") section 401(a), which
includes a qualified cash or deferred arrangement, as described in Code section
401(k).

         CENTRAL FREIGHT LINES, INC. has previously entered into a trust
agreement with VANGUARD FIDUCIARY TRUST COMPANY which shall continue as Trustee
of the Plan. The trust created by such trust agreement is tax exempt pursuant to
Code section 501(a).

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                   <C>
1.       DEFINITIONS...........................................................................        1

2.       ELIGIBILITY...........................................................................       10
         2.1      Eligibility..................................................................       10
         2.2      Ineligible Employees.........................................................       10
         2.3      Ineligible, Terminated or Former Participants................................       10

3.       PARTICIPANT CONTRIBUTIONS.............................................................       11
         3.1      Before-Tax Contribution Election.............................................       11
         3.2      After-Tax Contribution Election..............................................       11
         3.3      Changing a Contribution Election.............................................       11
         3.4      Revoking and Resuming a Contribution Election................................       11
         3.5      Contribution Percentage Limits...............................................       12
         3.6      Refunds When Contribution Dollar Limit Exceeded..............................       12
         3.7      Timing, Posting and Tax Considerations.......................................       13

4.       ROLLOVER CONTRIBUTIONS AND TRANSFERS
                  FROM AND TO OTHER QUALIFIED PLANS............................................       14
         4.1      Rollover Contributions.......................................................       14
         4.2      Transfers From and To Other Qualified Plans..................................       14

5.       EMPLOYER CONTRIBUTIONS................................................................       15
         5.1      Matching Contributions.......................................................       15
         5.2      Profit Sharing Contributions for Employees...................................       15

6.       ACCOUNTING............................................................................       17
         6.1      Individual Participant Accounting............................................       17
         6.2      Trade Date Accounting and Investment Cycle...................................       17
         6.3      Accounting for Investment Funds..............................................       17
         6.4      Payment of Fees and Expenses.................................................       17
         6.5      Accounting for Participant Loans.............................................       18
         6.6      Error Correction.............................................................       18
         6.7      Participant Statements.......................................................       18
         6.8      QDROs........................................................................       18

7.       INVESTMENT FUNDS AND ELECTIONS........................................................       20
         7.1      Investment Funds.............................................................       20
         7.2      Responsibility for Investment Choice.........................................       20
         7.3      Investment Fund Elections....................................................       20
         7.4      Default If No Valid Investment Election......................................       20
</TABLE>

                                      -i-

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<TABLE>
<S>                                                                                                   <C>
8.       VESTING & FORFEITURES.................................................................       22
         8.1      Fully Vested Accounts........................................................       22
         8.2      Full Vesting Upon Certain Events.............................................       22
         8.3      Vesting Schedule.............................................................       22
         8.4      Forfeitures of Non-Vested Account Balances...................................       23
         8.5      Use of Forfeiture Account Amounts............................................       23
         8.6      Rehired Employees............................................................       23

9.       PARTICIPANT LOANS.....................................................................       24
         9.1      Participant Loans Permitted..................................................       24
         9.2      Loan Application, Note and Security..........................................       24
         9.3      Spousal Consent..............................................................       24
         9.4      Loan Approval................................................................       24
         9.5      Loan Funding Limits, Account Sources and Funding Order.......................       24
         9.6      Maximum Number of Loans......................................................       25
         9.7      Source and Timing of Loan Funding............................................       25
         9.8      Interest Rate................................................................       25
         9.9      Loan Payment.................................................................       25
         9.10     Loan Payment Hierarchy.......................................................       26
         9.11     Repayment Suspension.........................................................       26
         9.12     Loan Default.................................................................       26
         9.13     Acceleration on Termination .................................................       26

10.      IN-SERVICE WITHDRAWALS................................................................       27
         10.1     In-Service Withdrawals Permitted.............................................       27
         10.2     In-Service Withdrawal Application and Notice.................................       27
         10.3     Spousal Consent..............................................................       27
         10.4     In-Service Withdrawal Approval...............................................       27
         10.5     Payment Form and Medium......................................................       27
         10.6     Source and Timing of In-Service Withdrawal Funding...........................       28
         10.7     Hardship Withdrawals.........................................................       28

11.      DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR AS REQUIRED BY LAW..............................       31
         11.1     Benefit Information, Notices and Election....................................       31
         11.2     Spousal Consent..............................................................       32
         11.3     Payment Form and Medium......................................................       32
         11.4     Source and Timing of Distribution Funding....................................       32
         11.5     Deemed Distribution..........................................................       33
         11.6     Latest Commencement Permitted................................................       33
         11.7     Payment Within Life Expectancy...............................................       34
         11.8     Incidental Benefit Rule......................................................       34
         11.9     Payment to Beneficiary.......................................................       34
         11.10    Beneficiary Designation......................................................       35
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                   <C>
12.      ADP AND ACP TESTS.....................................................................       36
         12.1     Contribution Limitation Definitions..........................................       36
         12.2     ADP and ACP Tests............................................................       37
         12.3     Correction of ADP and ACP Tests..............................................       37
         12.4     Multiple Use Test............................................................       40
         12.5     Correction of Multiple Use Test..............................................       40
         12.6     Adjustment for Investment Gain or Loss.......................................       40
         12.7     Testing Responsibilities and Required Records................................       40
         12.8     Separate Testing.............................................................       41

13.      MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS..........................................       42
         13.1     "Annual Addition" Defined....................................................       42
         13.2     Maximum Annual Addition......................................................       42
         13.3     Avoiding an Excess Annual Addition...........................................       42
         13.4     Correcting an Excess Annual Addition.........................................       42
         13.5     Correcting a Multiple Plan Excess............................................       43
         13.6     "Defined Benefit Fraction" Defined...........................................       43
         13.7     "Defined Contribution Fraction" Defined......................................       43

14.      TOP HEAVY RULES.......................................................................       44
         14.1     Top Heavy Definitions........................................................       44
         14.2     Special Contributions........................................................       45
         14.3     Special Vesting..............................................................       46
         14.4     Adjustment to Combined Limits for Different Plans............................       46

15.      PLAN ADMINISTRATION...................................................................       47
         15.1     Plan Delineates Authority and Responsibility.................................       47
         15.2     Fiduciary Standards..........................................................       47
         15.3     Company Is ERISA Plan Administrator..........................................       47
         15.4     Administrator Duties.........................................................       47
         15.5     Advisors May Be Retained.....................................................       48
         15.6     Delegation of Administrator Duties...........................................       48
         15.7     Committee Operating Rules....................................................       49
         15.8     Choice of Law................................................................       49

16.      MANAGEMENT OF INVESTMENTS.............................................................       50
         16.1     Trust Agreement..............................................................       50
         16.2     Investment Funds.............................................................       51
         16.3     Authority to Hold Cash.......................................................       51
         16.4     Trustee to Act Upon Instructions.............................................       51
         16.5     Administrator Has Right to Vote Registered Investment Company Shares.........       51
         16.6     Authority to Segregate Assets................................................       51
         16.7     Maximum Permitted Investment in Company Stock................................       51
         16.8     Participants Have Right to Vote and Tender Company Stock.....................       51
         16.9     Registration and Disclosure for Company Stock................................       52
</TABLE>

                                     -iii-

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<TABLE>
<S>                                                                                                   <C>
17.      RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION.....................................       53
         17.1     Plan Does Not Affect Employment Rights.......................................       53
         17.2     Compliance With USERRA.......................................................       53
         17.3     Limited Return of Contributions..............................................       53
         17.4     Assignment and Alienation....................................................       53
         17.5     Facility of Payment..........................................................       54
         17.6     Reallocation of Lost Participant's Accounts..................................       54
         17.7     Claims Procedure.............................................................       54
         17.8     Construction.................................................................       55
         17.9     Jurisdiction and Severability................................................       55
         17.10    Indemnification by Employer..................................................       55

18.      AMENDMENT, MERGER, DIVESTITURES AND TERMINATION.......................................       57
         18.1     Amendment ...................................................................       57
         18.2     Merger.......................................................................       57
         18.3     Divestitures ................................................................       57
         18.4     Plan Termination and Complete Discontinuance of Contributions................       58
         18.5     Amendment and Termination Procedures.........................................       58
         18.6     Termination of Employer's Participation......................................       59
</TABLE>

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<PAGE>

1.       DEFINITIONS

         When capitalized, the words and phrases below have the following
         meanings unless different meanings are clearly required by the context:

         1.1      "ACCOUNT". The records maintained for purposes of accounting
                  for a Participant's interest in the Plan. "Account" may refer
                  to one or all of the following accounts which have been
                  created on behalf of a Participant to hold amounts
                  attributable to specific types of Contributions under the
                  Plan, amounts transferred from the Jaguar Fast Freight, Inc.
                  401(k) Savings Plan and amounts rollover from other tax
                  qualified plans.

                  (a)      "BEFORE-TAX MATCHED ACCOUNT". An account created to
                           hold amounts attributable to Before-Tax Contributions
                           which are matched by Matching Contributions.

                  (b)      "BEFORE-TAX MATCHED ACCOUNT-JAGUAR". An account
                           created to hold amounts attributable to Before-Tax
                           Contributions which are matched by Jaguar Fast
                           Freight, Inc.

                  (c)      "BEFORE-TAX NON-MATCHED ACCOUNT". An account created
                           to hold amounts attributable to Before-Tax
                           Contributions which are not matched by Matching
                           Contributions.

                  (d)      "BEFORE-TAX NON-MATCHED ACCOUNT-JAGUAR". An account
                           created to hold amounts attributable to Before-Tax
                           Contributions which were not matched by Jaguar Fast
                           Freight, Inc.

                  (e)      "AFTER-TAX ACCOUNT". An account created to hold
                           amounts attributable to After-Tax Contributions.

                  (f)      "COMPANY MATCH ACCOUNT". An account created to hold
                           amounts attributable to Matching Contributions made
                           on behalf of Employees.

                  (g)      "COMPANY MATCH ACCOUNT-JAGUAR". An account created to
                           hold amounts attributable to Matching Contributions
                           made on behalf of Employees by Jaguar Fast Freight,
                           Inc.

                  (h)      "PROFIT SHARING ACCOUNT". An account created to hold
                           amounts attributable to Profit Sharing Contributions
                           made on behalf of Employees.

                  (i)      "PROFIT SHARING ACCOUNT-JAGUAR". An account created
                           to hold amounts attributable to Profit Sharing
                           Contributions made by Jaguar Fast Freight, Inc.

                  (j)      "ROLLOVER ACCOUNT". An account created to hold
                           amounts attributable to Rollover Contributions.

                                       1

<PAGE>

                  (k)      "ROLLOVER ACCOUNT-JAGUAR". An account created to hold
                           amounts attributable to Rollover Contributions in the
                           Jaguar Fast Freight, Inc. 401(k) Savings Plan

         1.2      "ACP" or "AVERAGE CONTRIBUTION PERCENTAGE". The percentage
                  calculated in accordance with Section 12.1 hereof.

         1.3      "ADMINISTRATOR". The Company, which may delegate all or a
                  portion of the duties of the Administrator under the Plan to a
                  Committee in accordance with Section 15.6 hereof.

         1.4      "ADP" or "AVERAGE DEFERRAL PERCENTAGE". The percentage
                  calculated in accordance with Section 12.1 hereof.

         1.5      "ALTERNATE PAYEE". Any spouse, former spouse, child, or other
                  dependent of a Participant recognized by a domestic relations
                  order as having a right to receive all, or a portion of, a
                  Participant's benefits under the Plan.

         1.6      "ANNUITY ELIGIBLE BALANCE". With regard to a Participant who
                  immediately prior to July 4, 1999 was a participant in the
                  Jaguar Fast Freight, Inc. 401(k) Savings Plan, the vested
                  balance of his or her Before-Tax Matched Account-Jaguar,
                  Before-Tax Non-Matched Account-Jaguar, Company Matched
                  Account-Jaguar, Profit Sharing Account-Jaguar and Rollover
                  Account-Jaguar.

         1.7      "BENEFICIARY". The person or person who are to receive
                  benefits after the death of the Participant pursuant to the
                  "Beneficiary Designation" paragraph in Section 11 hereof.

         1.8      "BREAK IN SERVICE". The end of five (5) consecutive Plan Years
                  [or six (6) consecutive Plan Years if absence from employment
                  was due to a Parental Leave] for which a Participant is
                  credited with no Hours of Service.

         1.9      "CODE". The Internal Revenue Code of 1986 as amended.
                  Reference to any specific Code section shall include such
                  section, any valid regulation promulgated thereunder, and any
                  comparable provision of any future legislation amending,
                  supplementing, or superseding such section.

         1.10     "COMMITTEE". The administrative committee appointed by the
                  Company and charged with the general administration of the
                  Plan in accordance with Section 15.6 hereof.

         1.11     "COMPANY". CENTRAL FREIGHT LINES, INC., a Texas corporation,
                  or any successor by merger, purchase, or otherwise.

                                       2

<PAGE>

         1.12     "COMPANY STOCK". Shares of voting common stock of the Company,
                  its successors or assigns, or any corporation with or into
                  which said corporation may be merged, consolidated, or
                  reorganized.

         1.13     "COMPENSATION".

                  (a)      "COMPENSATION" means the sum of salary paid to an
                           Employee by all Controlled Group Members in the
                           calendar year, plus cash incentive compensation and
                           overtime pay paid to that Employee, but excluding (i)
                           expense allowances and other special payments not
                           paid as regular compensation; (ii) payments pursuant
                           to a tax equalization, relocation, or cost of living
                           program; (iii) payments made as Short-Term Wage
                           Replacement Amounts paid under the Central Freight
                           Lines, Inc. Voluntary Employee Injury Benefit Plan;
                           and (iv) any part of the Company's contributions
                           under this Plan and/or any pension, welfare, stock
                           bonus, stock ownership, or other qualified or
                           non-qualified Plan. Notwithstanding the foregoing,
                           Compensation shall include any salary that would have
                           been paid to such Employee had he not signed a salary
                           deferral agreement that satisfies the requirements of
                           Code Section 401(k), 125 or 129.

                  (b)      "MATCHING CONTRIBUTION". An amount contributed by the
                           Company on an eligible Participant's behalf based
                           upon the amount contributed by the eligible
                           Participant.

                  (c)      "PROFIT SHARING CONTRIBUTION". An amount contributed
                           by the Company on an eligible Participant's behalf
                           and allocated on a pay-based formula or as equal
                           fixed dollar amounts.

                  (d)      "ROLLOVER CONTRIBUTION". An amount contributed by an
                           Eligible Employee which originated from another
                           employer's qualified Plan.

         1.14     "CONTRIBUTION DOLLAR LIMIT". The annual limit placed on each
                  Participant's Before-Tax Contributions, which is $10,000 as of
                  the effective date hereof [as adjusted for the cost of living
                  pursuant to Code sections 402(g)(5) and 415(d).] For purposes
                  of this Section, a Participant's Before-Tax Contributions
                  shall include (i) any employer contribution made under a
                  qualified cash or deferred arrangement as defined in Code
                  section 401(k) to the extent not includible in gross income
                  for the taxable year under Code section 402(e)(3); and (ii)
                  any employer contribution to the extent not includible in
                  gross income for the taxable year under Code section
                  402(h)(1)(B) [determined without regard to Code Section
                  402(g)].

         1.15     "DIRECT ROLLOVER". An Eligible Rollover Distribution that is
                  paid directly to an Eligible Retirement Plan for the benefit
                  of a Distributee.

         1.16     "DISABILITY". A Participant's total and permanent disability
                  which results in his or her inability to work at any job
                  because of a physical or mental impairment which is expected
                  to result in death or last for a long, continued and
                  indefinite duration.

                                       3

<PAGE>

         1.17     "DISTRIBUTEE". An Employee or former Employee, the surviving
                  spouse of an Employee or former Employee, and a spouse or
                  former spouse of an Employee or former Employee determined to
                  be an Alternate Payee under a QDRO.

         1.18     "EFFECTIVE DATE". The date upon which the provisions of this
                  document become effective. This date is January 1, 1999,
                  unless stated otherwise.

         1.19     "ELIGIBLE EMPLOYEE". An Employee of an Employer other than an
                  Employee in a class or group to which the Employer has not
                  extended eligibility for participation in the Plan and except
                  any Employee:

                  (a)      who is treated as an Employee because he or she is a
                           Leased Employee; or

                  (b)      who is a nonresident alien who (i) either receives no
                           earned income [within the meaning of Code section
                           911(d)(2)], from sources within the United States
                           under Code section 861(a)(3); or (ii) receives such
                           earned income from such sources within the United
                           States but such income is exempt from United States
                           income tax under an applicable income tax convention.

         1.20     "ELIGIBLE RETIREMENT PLAN". 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 a Distributee's
                  Eligible Rollover Distribution, except that with regard to an
                  Eligible Rollover Distribution to a surviving spouse, an
                  Eligible Retirement Plan is an individual retirement account
                  or individual retirement annuity.

         1.21     "ELIGIBLE ROLLOVER DISTRIBUTION". A distribution of all or any
                  portion of the balance to the credit of a Distributee,
                  excluding a distribution to the extent such distribution is
                  required under Code section 401(a)(9), or made as a Hardship
                  Distribution under Code section 401(k)(2)(B)(i)(iv); and the
                  portion of a distribution that is not includible in gross
                  income (determined without regard to the exclusion for net
                  unrealized appreciation with respect to Employer securities).

         1.22     "EMPLOYEE". An individual who is:

                  (a)      directly employed by the Company or any Related
                           Company and for whom any income for such employment
                           is subject to withholding of income or social
                           security taxes; or

                  (b)      a Leased Employee.

         1.23     "EMPLOYER". The Company and any Related Company which adopts
                  the Plan with the approval of the Company.

                                       4
<PAGE>

         1.24     "ERISA". The Employee Retirement Income Security Act of 1974
                  as amended. Reference to any specific ERISA section shall
                  include such section, any valid regulation promulgated
                  thereunder, and any comparable provision of any future
                  legislation amending, supplementing, or superseding such
                  section.

         1.25     "FORFEITURE ACCOUNT". An account holding amounts forfeited by
                  Terminated Participants invested in interest bearing deposits,
                  money market type assets, or funds pending disposition as
                  provided in the Plan and as directed by the Administrator.

         1.26     "FORMER PARTICIPANT". The Plan status of an individual after
                  he or she is determined to be a Terminated Participant and his
                  or her Account is distributed or forfeited.

         1.27     "HCE" or "HIGHLY COMPENSATED EMPLOYEE". An Employee described
                  as a Highly Compensated Employee in Section 12 hereof.

         1.28     "HOUR OF SERVICE". Each hour for which an Employee is entitled
                  to:

                  (a)      payment for the performance of duties for the Company
                           or any Related Company;

                  (b)      payment from the Company or any Related Company for
                           any period during which no duties are performed
                           (irrespective of whether the employment relationship
                           has terminated) due to vacation, holiday, sickness,
                           incapacity (including disability), layoff, leave of
                           absence, jury duty, or military service;

                  (c)      back pay, irrespective of mitigation of damages, by
                           award or agreement with the Company or any Related
                           Company (and these hours shall be credited to the
                           period to which the agreement pertains); or

                  (d)      no payment, but is on a Leave of Absence (and these
                           hours shall be based upon his or her normally
                           scheduled hours per week or a 40-hour week if there
                           is no regular schedule).

                  The crediting of hours for which no duties are performed shall
                  be in accordance with Department of Labor regulation sections
                  2530.200b-2(b) and (c). Actual hours shall be used whenever an
                  accurate record of hours is maintained for an Employee.
                  Otherwise, an equivalent number of hours shall be credited for
                  each payroll period in which the Employee would be credited
                  with at least 1 hour. The payroll period equivalencies are 45
                  hours weekly, 90 hours biweekly, 95 hours semimonthly and 190
                  hours monthly.

                  Hours credited prior to a Break in Service are included.

                                       5

<PAGE>

         1.29     "INELIGIBLE". The Plan status of an individual who is (1) an
                  Employee of the Company but not an Eligible Employee; (2) an
                  Employee of a Related Company which is not then an Employer;
                  or (3) not an Employee.

         1.30     "INELIGIBLE PARTICIPANT". The Plan status of a Participant who
                  is (1) an Employee of the Company but not an Eligible
                  Employee; or (2) an Employee of a Related Company which is not
                  then an Employer.

         1.31     "INVESTMENT FUND" or "FUND". An investment fund as described
                  in Section 16.2 hereof.

         1.32     "LEASED EMPLOYEE". An individual not otherwise an Employee who
                  pursuant to an agreement between the Company or a Related
                  Company and a leasing organization, has performed on a
                  substantially full-time basis for a period of at least 12
                  months, services under the primary direction and control of
                  the Company or a Related Company, unless:

                  (a)      the individual is covered by a money purchase pension
                           Plan maintained by the leasing organization and
                           meeting the requirements of Code section 414(n)(5)
                           (B); and

                  (b)      such individuals do not constitute more than 20% of
                           all Non-Highly Compensated Employees of all Related
                           Companies within the meaning of Code section 414(n)
                           (5)(C)(ii).

         1.33     "LEAVE OF ABSENCE". A period during which an individual is
                  deemed to be an Employee but is absent from active employment,
                  provided that the absence:

                  (a)      was authorized by the Company or a Related Company in
                           accordance with the Company's uniform policies
                           regarding sick or personal leave;

                  (b)      was due to layoff by the Company or a Related Company
                           followed by a return to work within the requirements
                           of the Company's or the Related Company's uniform
                           policies; or

                  (c)      was due to military service in the United States
                           armed forces and the individual returns to active
                           employment within the period during which he or she
                           retains employment rights under federal law.

         1.34     "LOAN ACCOUNT". The record maintained for purposes of
                  accounting for a Participant's loan and payments of principal
                  and interest thereon.

         1.35     "MONTHS OF PARTICIPATION". The month which includes the date a
                  Participant first becomes a Participant and each month
                  thereafter in which he or she remains a Participant while an
                  Employee.

                                       6

<PAGE>

         1.36     "NHCE" or "NON-HIGHLY COMPENSATED EMPLOYEE". An Employee
                  described as a Non-Highly Compensated Employee in Section 12
                  hereof.

         1.37     "NORMAL RETIREMENT DATE". The date a Participant reaches
                  59 1/2 years of age.

         1.38     "OWNER". A person with an ownership interest in the capital,
                  profits, outstanding stock, or voting power of the Company or
                  a Related Company within the meaning of Code section 318 or
                  416 (which exclude indirect ownership through a qualified
                  plan).

         1.39     "PARENTAL LEAVE". The period of absence from work by reason of
                  pregnancy, the birth of an Employee's child, the placement of
                  a child with the Employee in connection with the child's
                  adoption, or caring for such child immediately after birth or
                  placement as described in Code section 410(a)(5)(E).

         1.40     "PARTICIPANT". The Plan status of an Eligible Employee after
                  he or she completes the eligibility requirements and enters
                  the Plan as described in Section 2.1 hereof. An Eligible
                  Employee who makes a Rollover Contribution and/or a Before-Tax
                  Contribution prior to completing the eligibility requirements
                  as described in Section 2.1 shall also be considered a
                  Participant, except that he or she shall not be considered a
                  Participant for purposes of provisions related to
                  Contributions other than a Rollover Contribution and/or a
                  Before-Tax Contribution or for purposes of determining Months
                  of Participation until he or she completes the eligibility
                  requirements and enters the Plan. A Participant's
                  participation continues until his or her employment with the
                  Company and all Related Companies ends and his or her Account
                  is distributed or forfeited.

         1.41     "PAY". The salary, cash incentives, and overtime paid to an
                  Eligible Employee by an Employer while a Participant during
                  the current period. Pay excludes reimbursements or other
                  expense allowances, cash and non-cash fringe benefits, moving
                  expenses, payments paid as Short-Term Wage Replacement under
                  the Central Freight Lines, Inc. Voluntary Employee Injury
                  Benefit Plan, deferred compensation, and welfare benefits.

                  Pay is neither increased by any salary credit nor decreased by
                  any salary reduction pursuant to Code sections 125 or
                  402(e)(3). Pay is limited to $160,000 [as adjusted for the
                  cost of living pursuant to Code sections 401(a)(17), 404(1)
                  and 408(k)(3)(c)] per Plan Year.

         1.42     "PLAN". The Central Freight Lines, Inc. 401(k) Savings Plan
                  set forth in this document as from time to time amended.

         1.43     "PLAN YEAR". The annual accounting period of the Plan and
                  Trust which ends on each December 31.

                                       7

<PAGE>

         1.44     "QDRO". A domestic relations order which the Administrator has
                  determined to be a qualified domestic relations order within
                  the meaning of Code section 414(p).

         1.45     "QUARTER" or "PLAN QUARTER". The thirteen (13) "4-week period"
                  accounting calendar used by the Company with each of the first
                  three quarters being 12 weeks long and the fourth quarter
                  being 16 weeks long.

         1.46     "RELATED COMPANY". With respect to any Employer, that Employer
                  and any corporation, trade, or business which is, together
                  with that Employer, a member of the same controlled group of
                  corporations, a trade or business under common control, or an
                  affiliated service group within the meaning of Code sections
                  414(b), (c), (m) or (o), except that for purposes of Section
                  13 hereof, "within the meaning of Code sections 414(b), (c),
                  (m) or (o), as modified by Code section 415(h)" shall be
                  substituted for the preceding reference to "within the meaning
                  of Code section 414(b), (c), (m) or (o)".

         1.47     "SETTLEMENT DATE". For each Trade Date, the same day, provided
                  the transaction is received before 4:00 p.m. (EST); otherwise
                  the Trustee's next business day.

         1.48     "SPOUSAL CONSENT". The written consent given by a spouse to a
                  Participant's election or waiver of a specified form of
                  benefit or Beneficiary designation. The spouse's consent must
                  acknowledge the effect on the spouse of the Participant's
                  election, waiver, or designation and be duly witnessed by a
                  notary public. Spousal Consent shall be valid only with
                  respect to the spouse who signs the Spousal Consent and only
                  for the particular choice made by the Participant which
                  requires Spousal Consent. A Participant may revoke (without
                  Spousal Consent) a prior election, waiver, or designation that
                  required Spousal Consent at any time before payments begin.
                  Spousal Consent also means a determination by the
                  Administrator that there is no spouse, the spouse cannot be
                  located, or such other circumstances as may be established by
                  applicable law.

         1.49     "TAXABLE INCOME". Compensation in the amount reported by the
                  Company as "wages, tips, other compensation" on Form W-2 or
                  any successor method of reporting under Code section 6041(d).

         1.50     "TERMINATED PARTICIPANT". The Plan status of a Participant who
                  is not an Employee and for whom the Administrator has reported
                  to the Trustee that the Participant's employment has
                  terminated with the Company and all Related Companies.

         1.51     "TRADE DATE". Each day the Investment Funds are valued, which
                  is normally every day the assets of such Funds are traded.

         1.52     "TRUST". The legal entity created by trust agreement entered
                  into between the Company and the Trustee. The Trust is to be
                  part of the Plan and holds the Plan assets which are comprised
                  of the aggregate of Participants' Accounts, any unallocated
                  funds invested in interest bearing deposits, money market type
                  assets, or

                                       8

<PAGE>

                  funds pending allocation to Participants' Accounts or
                  disbursement to pay Plan fees and expenses and the Forfeiture
                  Account.

         1.53     "TRUSTEE". Vanguard Fiduciary Trust Company or any successor
                  Trustee.

         1.54     "YEAR OF VESTING SERVICE". A 12 consecutive month period
                  ending on the last day of a Plan Year in which an Employee is
                  credited with at least 1,000 Hours of Service. Years of
                  Vesting Service shall include service credited with Central
                  Freight Lines, Inc., with Viking Southwest, a division of
                  Viking Freight, Inc., with Vecta Transportation System, Inc.
                  and with Jaguar Fast Freight, Inc. and their predecessors..

                                       9

<PAGE>

2.       ELIGIBILITY

         2.1      Eligibility

                  Each Eligible Employee may become a Participant on the first
                  day of the next payroll period after the date he or she
                  attains age 21 and completes a 12-month eligibility period in
                  which he or she is credited with at least 1,000 Hours of
                  Service. The initial eligibility period begins on the date an
                  Employee first performs an Hour of Service. Subsequent
                  eligibility periods begin with the start of each Plan Year
                  beginning after the first Hour of Service is performed.

                  With regard to an Employee of an Employer who either is not an
                  Eligible Employee or who is an Eligible Employee but who has
                  not yet satisfied the requirements of the preceding paragraph
                  and who through an administrative error entered the Plan, that
                  Employee shall be considered as eligible to participate for
                  purposes of such period he or she participated in error to the
                  extent such period preceded the beginning of the Plan Year.
                  The Employee's participation shall be regarded as ceased on
                  the earlier of the date the error is discovered or the last
                  day of the Plan Year that includes the date the Employee
                  commenced participation in error. Notwithstanding, with regard
                  to an Employee who is a Highly Compensated Employee or who is
                  anticipated to be a Highly Compensated Employee in the next
                  Plan Year based on his or her projected Compensation for the
                  current Plan Year, on the date the error is discovered, the
                  Employee's participation shall be regarded as ceased
                  retroactively to the date his or her participation in error
                  commenced.

         2.2      Ineligible Employees

                  If an Employee completes the above eligibility requirements
                  but is Ineligible at the time participation would otherwise
                  begin (if he or she were not Ineligible), he or she shall
                  become a Participant on the first subsequent date on which he
                  or she is an Eligible Employee.

         2.3      Ineligible, Terminated, or Former Participants

                  An Ineligible, Terminated, or Former Participant may not make
                  or share in Plan Contributions other than such Contributions
                  due to be made on his or her behalf after the date he or she
                  became an Ineligible, Terminated, or Former Participant for
                  periods prior to such date, nor may an Ineligible or
                  Terminated Participant be eligible for a new Plan loan during
                  the period he or she is an ineligible or Terminated
                  Participant, except as described in Section 9.1 below, but he
                  or she shall continue to participate for all other purposes.
                  An Ineligible, Terminated, or Former Participant shall
                  automatically become an active Participant on the date he or
                  she again becomes an Eligible Employee.

                                       10

<PAGE>

3        PARTICIPANT CONTRIBUTIONS

         3.1      Before-Tax Contribution Election

                  An Eligible Employee, after completion of three (3) months of
                  service with the Employer, may elect to reduce his or her Pay
                  by an amount which does not exceed the Contribution Dollar
                  Limit - within the limits described in the Contribution
                  Percentage Limits paragraph of this Section 3 - and have such
                  amount contributed to the Plan by the Employer as a Before-Tax
                  Contribution. The election shall be made in such manner and
                  with such advance notice as prescribed by the Administrator
                  and shall be limited to increments of whole percentages of
                  Pay. In no event shall an Employee's Before-Tax Contributions
                  under the Plan and comparable contributions to all other
                  Plans, contracts, or arrangements of all Related Companies
                  exceed the Contribution Dollar Limit for the Employee's
                  taxable year beginning in the Plan Year.

         3.2      After-Tax Contribution Election

                  Upon becoming a Participant, an Eligible Employee may elect to
                  make After-Tax Contributions to the Plan in an amount which
                  does not exceed the limits described in the Contribution
                  Percentage Limits paragraph of this Section 3. The election
                  shall be made in such manner and with such advance notice as
                  prescribed by the Administrator and shall be limited to
                  increments of whole percentages of Pay.

         3.3      Changing a Contribution Election

                  A Participant who is an Eligible Employee may change his or
                  her Before-Tax and/or After-Tax Contribution election at any
                  time in such manner and with such advance notice as prescribed
                  by the Administrator, and such election shall be effective
                  with the first payroll paid after such date. A Participant's
                  Contribution election made as a percentage of Pay shall
                  automatically apply to Pay increases or decreases.

         3.4      Revoking and Resuming a Contribution Election

                  A Participant may revoke his or her Before-Tax and/or
                  After-Tax Contribution election at any time in such manner and
                  with such advance notice as prescribed by the Administrator,
                  and such revocation shall be effective with the first payroll
                  paid after such date of revocation.

                  A Participant who is an Eligible Employee may resume
                  Before-Tax and/or After-Tax Contributions by making a new
                  election at any time in such manner and with such advance
                  notice as prescribed by the Administrator, and such election
                  shall be effective with the first payroll paid after such date
                  of resumption.

                                       11

<PAGE>

         3.5      Contribution Percentage Limits

                  The Administrator may establish and change from time to time,
                  in writing, without the necessity of amending the Plan and
                  Trust, the separate minimum, if applicable, and maximum
                  Before-Tax and After-Tax Contribution percentages and/or a
                  maximum combined Before-Tax and After-Tax Contribution
                  percentage, prospectively or retrospectively (for the current
                  Plan Year), for all Participants. In addition, the
                  Administrator may establish any lower percentage limits for
                  Highly Compensated Employees as it deems necessary to satisfy
                  the tests described in Section 12 below in order to prevent a
                  Code Section 415 violation. As of the Effective Date,
                  Before-Tax and/or After-Tax Contribution elections may be made
                  in increments of whole percentages of Pay, and the minimum
                  Before-Tax and After-Tax Contribution percentages are 1% and
                  the maximum Contribution percentages are:

<TABLE>
<CAPTION>
                    Highly
Contribution      Compensated         All Other
   Type            Employees        Participants
------------      -----------       ------------
<S>               <C>               <C>
Before-Tax            20%                20%
After-Tax             10%                10%
Sum of Both           20%                20%
</TABLE>

                  Irrespective of the limits that may be established by the
                  Administrator in accordance with the paragraph above, in no
                  event shall the contributions made by or on behalf of a
                  Participant for a Plan Year exceed the maximum allowable under
                  Code section 415.

         3.6      Refunds When Contribution Dollar Limit Exceeded

                  A Participant who makes Before-Tax Contributions for a
                  calendar year to the Plan and comparable contributions to any
                  other qualified defined contribution Plan in excess of the
                  Contribution Dollar Limit may notify the Administrator in
                  writing by the following March 1 (or as late as April 14 if
                  allowed by the Administrator) that an excess has occurred. In
                  this event, the amount of the excess specified by the
                  Participant, adjusted for investment gain or loss, shall be
                  refunded to him or her by April 15 and shall not be included
                  as an Annual Addition under Code Section 415 for the year
                  contributed. The excess amounts shall first be taken from
                  unmatched Before-Tax Contributions and then from matched
                  Before-Tax Contributions. Any Matching Contributions
                  attributable to refunded excess Before-Tax Contributions as
                  described in this Section, adjusted for investment gain or
                  loss, shall be forfeited and used as described in Section 8
                  below or to reduce Contributions made by the Employer as soon
                  as administratively feasible. Refunds or forfeitures shall not
                  include investment gain or loss for the period between the end
                  of the applicable calendar year and the date of distribution.

                                       12

<PAGE>

         3.7      Timing, Posting and Tax Considerations

                  Participants' Contributions, other than Rollover
                  Contributions, may only be made through payroll deduction.
                  Such amounts shall be paid to the Trustee in cash and posted
                  to each Participant's Account(s) as soon as such amounts can
                  reasonably be separated from the Employer's general assets and
                  balanced against the specific amount made on behalf of each
                  Participant. In no event, however, shall such amounts be paid
                  to the Trustee more than 15 business days following the end of
                  the month that includes the date the amounts are deducted from
                  a Participant's Pay (or as that maximum period may be
                  otherwise extended by ERISA). Before-Tax Contributions shall
                  be treated as Contributions made by an Employer in determining
                  tax deductions under Code Section 404(a).

                                       13

<PAGE>

4.       ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED PLANS

         4.1      Rollover Contributions

                  The Administrator may authorize the Trustee to accept a
                  Rollover Contribution in cash or its equivalent directly from
                  an Eligible Employee or as a Direct Rollover from another
                  qualified Plan on behalf of the Eligible Employee even if he
                  or she is not yet a Participant. The Employee shall be
                  responsible for providing satisfactory evidence, in such
                  manner as prescribed by the Administrator, that the amount
                  qualifies as a rollover contribution within the meaning of
                  Code Section 402(c) or 408(d)(3)(A)(ii). Such amounts received
                  directly from an Eligible Employee must be paid to the Trustee
                  in cash or its equivalent within 60 days after the date
                  received by the Eligible Employee from a qualified Plan or
                  conduit individual retirement account. Rollover Contributions
                  shall be posted to the Eligible Employee's Rollover Account as
                  of the date received by the Trustee.

                  If the Administrator later determines that an amount
                  contributed pursuant to the above paragraph did not in fact
                  qualify as a rollover contribution within the meaning of Code
                  Section 402(c) or Section 408(d)(3)(A)(ii), the balance
                  credited to the Participant's Rollover Account shall
                  immediately be (i) segregated from all other Plan assets; (ii)
                  treated as a non-qualified trust established by and for the
                  benefit of the Participant; and (iii) distributed to the
                  Participant. Any such amount shall be deemed never to have
                  been a part of the Plan.

         4.2      Transfers From and To Other Qualified Plans

                  The Administrator may instruct the Trustee to receive assets
                  in cash or in-kind directly from another qualified Plan or
                  transfer assets in cash or in-kind directly to another
                  qualified Plan provided that receipt of a transfer should not
                  be directed if:

                  (a)      any amounts are not exempted by Code Section 401
                           (a)(11)(B) from the annuity requirements of Code
                           Section 417 unless the Plan complies with such
                           requirements; or

                  (b)      any amounts include benefits protected by Code
                           Section 411(d)(6) which would not be preserved under
                           applicable Plan provisions.

                  The Trustee may refuse the receipt of any transfer if:

                  (a)      the Trustee finds the in-kind assets unacceptable; or

                  (b)      instructions for posting amounts to Participants'
                           Accounts are incomplete.

                  Such amounts shall be posted to the appropriate Accounts of
                  Participants as of the date received by the Trustee.

                                       14

<PAGE>

5.       EMPLOYER CONTRIBUTIONS

         5.1      Matching Contributions

                  (a)      Frequency and Eligibility. For each Plan Quarter, the
                           Employer shall make Matching Contributions as
                           described in the following Allocation Method
                           paragraph on behalf of each Participant who has met
                           the eligibility requirements of Section 2.1 above,
                           who made Before-Tax Contributions during the Quarter
                           while an Employee and who was an Employee on the last
                           day of the Quarter.

                  (b)      Allocation Method. The Matching Contributions for
                           each Quarter shall be such amount as shall be
                           determined from time to time by the Company and
                           communicated to the Participants, provided that the
                           Participant's Before-Tax Contributions for the
                           Quarter have not been distributed or withdrawn as of
                           the end of that Quarter and that no Matching
                           Contributions shall be made based upon a
                           Participant's Contributions in excess of 5% of his or
                           her Pay and no Matching Contributions shall be made
                           upon a Participant's Before-Tax Contributions made
                           before the Participant completed the eligibility
                           requirements of Section 2.1 above. Each such eligible
                           Participant's Matching Contribution for the Quarter
                           shall be designated as for deposit to his or her
                           Company Match Account.

                  (c)      Timing, Medium, and Posting. The Employer shall make
                           each Quarter's Matching Contribution in cash as soon
                           as administratively feasible following the end of the
                           Quarter, and for purposes of deducting such
                           Contribution, not later than the Employer's federal
                           tax filing date, including extensions. The Trustee
                           shall post such amount to each Participant's Company
                           Account once the total Contribution received has been
                           balanced against the specific amount to be credited
                           to each Participant's Company Match Account.

         5.2      Profit Sharing Contributions for Employees

                  (a)      Frequency and Eligibility. For each Plan Year, the
                           Employer may make a Profit Sharing Contribution on
                           behalf of each Participant who has completed all
                           eligibility requirements of Section 2.1 above, and
                           who was an Employee on the last day of the Plan Year.

                  (b)      Allocation Method. The Profit Sharing Contribution
                           for each Plan Year shall be in an amount determined
                           by the Employer and allocated among eligible
                           Participants as an equal dollar amount. Each such
                           eligible Participant's share of the Profit Sharing
                           Contribution for the Plan Year shall be designated as
                           for deposit to his or her Profit Sharing Account.

                  (c)      Timing, Medium, and Posting. The Employer shall make
                           each Profit Sharing Contribution in cash as soon as
                           administratively feasible, and for purposes of
                           deducting such Contribution, not later than the
                           Employer's federal tax filing

                                       15

<PAGE>
                           date, including extensions. The Trustee shall post
                           such amount to each Participant's Profit Sharing
                           Account once the total Contribution received has been
                           balanced against the specific amount to be credited
                           to each Participant's Profit Sharing Account.

                                       16

<PAGE>

6.       ACCOUNTING

         6.1      Individual Participant Accounting

                  The Administrator shall maintain an individual set of Accounts
                  for each Participant in order to reflect transactions both by
                  type of Account and investment medium. Financial transactions
                  shall be accounted for at the individual Account level by
                  posting each transaction to the appropriate Account of each
                  affected Participant. Participant Account values shall be
                  maintained in shares for the Investment Funds and in dollars
                  for the Loan Accounts. At any time, the Account value shall be
                  determined using the most recent Trade Date values provided by
                  the Trustee. The Trustee is responsible for maintaining
                  adequate records to account for such.

         6.2      Trade Date Accounting and Investment Cycle

                  Participant Account values shall be determined as of each
                  Trade Date. Financial transactions of the Investment Funds
                  shall be posted to Participants' Accounts as of the Trade
                  Date, based upon the Trade Date values provided by the
                  Trustee, and settled on the Settlement Date.

         6.3      Accounting for Investment Funds

                  Investments in each Investment Fund shall be maintained in
                  shares. The Trustee is responsible for determining the share
                  values of each Investment Fund as of each Trade Date. To the
                  extent an Investment Fund is comprised of collective
                  investment funds of the Trustee or any other entity authorized
                  to offer collective investment funds, the share values shall
                  be determined in accordance with the rules governing such
                  collective investment funds, which are incorporated herein by
                  reference. All other share values shall be determined by the
                  Trustee. The share value of each Investment Fund shall be
                  based on the fair market value of its underlying assets.

         6.4      Payment of Fees and Expenses

                  Except to the extent Plan fees and expenses related to Account
                  maintenance, transaction and Investment Fund management and
                  maintenance, set forth below, are paid by the Employer
                  directly or indirectly through the Forfeiture Account as
                  directed by the Administrator, such fees and expenses shall be
                  paid as set forth below. The Employer may pay a lower portion
                  of the fees and expenses allocable to the Accounts of
                  Participants who are no longer Employees or who are not
                  Beneficiaries unless doing so would result in discrimination.

                  (a)      Account Maintenance: Account maintenance fees and
                           expenses may include, but are not limited to,
                           administrative, Trustee, government annual report
                           preparation, audit, legal, nondiscrimination testing,
                           and fees for any other special services. Account
                           maintenance fees shall be charged to Participants on
                           a per-Participant basis provided that no fee shall
                           reduce a Participant's Account balance below zero.

                                       17

<PAGE>

                  (b)      Transaction: Transaction fees and expenses may
                           include but are not limited to periodic installment
                           payment and loan fees. Transaction fees shall be
                           charged to the Participant's Account involved in the
                           transaction provided that no fee shall reduce a
                           Participant's Account balance below zero.

                  (c)      Investment Fund Management and Maintenance:
                           Management and maintenance fees and expenses related
                           to the Investment Funds shall be charged at the
                           Investment Fund level and reflected in the net gain
                           or loss of each Fund.

                  The Trustee shall have the authority to pay any such fees and
                  expenses, which remain unpaid by the Employer for 60 days,
                  from the Trust.

         6.5      Accounting for Participant Loans

                  Participant loans shall be held in a separate Loan Account of
                  the Participant and accounted for in dollars as an earmarked
                  asset of the borrowing Participant's Account.

         6.6      Error Correction

                  The Administrator may correct any errors or omissions in the
                  administration of the Plan by restoring any Participant's
                  Account balance with the amount that would have been credited
                  to the Account had no error or omission been made. Funds
                  necessary for any such restoration shall be provided through
                  payment made by the Employer or by the Trustee to the extent
                  the error or omission is attributable to actions or inactions
                  of the Trustee, or if the restoration involves an Account
                  holding amounts contributed by an Employer, the Administrator
                  may direct the Trustee to use amounts from the Forfeiture
                  Account.

         6.7      Participant Statements

                  The Administrator shall provide Participants with statements
                  of their Accounts as soon after the end of each quarter of the
                  Plan Year as administratively feasible.

         6.8      QDROs

                  (a)      Period of QDRO Determination. During any period of
                           time the Administrator, a court of competent
                           jurisdiction, or other appropriate person is
                           determining whether a domestic relations order
                           qualifies as a QDRO, the Administrator shall
                           separately account for the amounts which would be
                           payable to the Alternate Payee if the order is
                           determined to be a QDRO. The Administrator may do so
                           by establishing a separate Account for the Alternate
                           Payee.

                                       18

<PAGE>

                           If the domestic relations order is determined to be a
                           QDRO, if not already established as described above,
                           a separate Account shall be established for the
                           amounts which are payable to the Alternate Payee. A
                           determination that a domestic relations order is a
                           QDRO made after the close of the 18- month period
                           beginning with the date payments are specified to
                           begin shall be applied prospectively only.

                           Any such separate Account established shall be valued
                           and accounted for in the same manner as any other
                           Account.

                  (b)      Distributions Pursuant to QDROs. If a QDRO so
                           provides, the portion of a Participant's Account
                           payable to an Alternate Payee and credited to his or
                           her separate Account may be distributed, in a form as
                           permissible under Section 11 hereof and Code Section
                           414(p), to the Alternate Payee at the time specified
                           in the QDRO, regardless of whether the Participant is
                           entitled to a distribution from the Plan at such
                           time. The Alternate Payee shall be provided the
                           notice prescribed by Code Section 402(f).

                  (c)      Participant Loans. Except to the extent required by
                           law, an Alternate Payee on whose behalf a separate
                           Account has been established shall not be entitled to
                           borrow from such Account. If a QDRO specifies that
                           the Alternate Payee is entitled to any portion of the
                           Account of a Participant who has an outstanding loan
                           balance, all outstanding loans shall generally
                           continue to be held in the Participant's Account and
                           shall not be divided between the Participant's and
                           Alternate Payee's Accounts.

                  (d)      Investment Direction. Where a separate Account has
                           been established on behalf of an Alternate Payee and
                           has not yet been distributed, the Alternate Payee may
                           direct the investment of such Account in the same
                           manner as if he or she were a Participant.

                                       19

<PAGE>

7.       INVESTMENT FUNDS AND ELECTIONS

         7.1      Investment Funds

                  Except for Participants' Loan Accounts and any unallocated
                  funds invested in interest bearing deposits, money market type
                  assets or funds, pending allocation to Participants' Accounts
                  or disbursement to pay Plan fees and expenses and the
                  Forfeiture Account, the Trust shall be maintained in various
                  Investment Funds. The Administrator shall select the
                  Investment Funds offered to Participants and may change the
                  number or composition of the Investment Funds subject to the
                  terms and conditions agreed to with the Trustee. The list of
                  the Investment Funds offered under the Plan may be changed
                  from time to time by the Administrator, in writing and agreed
                  to by the Trustee, without the necessity of amending the Plan
                  and Trust.

                  The Administrator may set a maximum percentage of the total
                  election that a Participant may direct into any specific
                  Investment Fund, which maximum, if any, may be changed from
                  time to time by the Administrator, in writing, without the
                  necessity of amending the Plan and Trust.

         7.2      Responsibility for Investment Choice

                  Each Participant shall direct the investment of all of his or
                  her Accounts except to the extent otherwise permitted as
                  described below.

                  Each Participant shall be solely responsible for the selection
                  of his or her Investment Fund choices. No fiduciary with
                  respect to the Plan is empowered to advise a Participant as to
                  the manner in which his or her Accounts are to be invested,
                  and the fact that an Investment Fund is offered shall not be
                  construed to be a recommendation for investment.

         7.3      Investment Fund Elections

                  A Participant shall provide his or her initial investment
                  election upon becoming a Participant and may change his or her
                  investment election at any time in accordance with procedures
                  established by the Administrator and the Trustee. A
                  Participant shall make his or her investment election in any
                  combination of one or any number of the Investment Funds
                  offered in accordance with the procedures established by the
                  Administrator and Trustee. Investment elections received by
                  the Trustee shall be effective on the following Trade Date.

         7.4      Default If No Valid Investment Election

                  The Administrator shall specify an Investment Fund for the
                  investment of that portion of a Participant's Account which is
                  not yet held in an Investment Fund and for which no valid
                  investment election is on file. The Investment Fund so
                  specified

                                       20

<PAGE>

                  may be changed from time to time by the Administrator, in
                  writing, without the necessity of amending the Plan and Trust.

                                       21

<PAGE>

8.       VESTING & FORFEITURES

         8.1      Fully Vested Accounts

                  A Participant shall be fully vested in these Accounts at all
                  times:

                           Before-Tax Matched Account
                           Before-Tax Matched Account-Jaguar
                           Before-Tax Non-Matched Account
                           Before-Tax Non-Matched Account-Jaguar
                           After-Tax Account
                           Company Match Account-Jaguar
                           Profit Sharing Account-Jaguar
                           Rollover Account
                           Rollover Account-Jaguar

         8.2      Full Vesting Upon Certain Events

                  A Participant's entire Account shall become fully vested
                  without regard to his or her Years of Vesting Service once he
                  or she has incurred a Disability, attained his or her Normal
                  Retirement Date as an Employee, or upon his or her termination
                  of employment due to death.

         8.3      Vesting Schedule

                  In addition to the vesting provided above, a Participant's
                  Company Match Account and Profit Sharing Account shall become
                  vested in accordance with the following schedules:

                  Company Match Account and Profit Sharing Account

<TABLE>
<CAPTION>
Years of Vesting                   Vested
     Service                     Percentage
-------------------------------------------
<S>                              <C>
Less than 2                          0%
2 but less than 3                   40%
3 but less than 4                   60%
4 but less than 5                   80%
5 or more                          100%
</TABLE>

                  If the vesting schedule above is changed, the vested
                  percentage for each Participant shall not be less than his or
                  her vested percentage determined as of the last day prior to
                  this change, and for any Participant with at least three Years
                  of Vesting Service when the schedule is changed, vesting shall
                  be determined using the more favorable vesting schedule.

                                       22

<PAGE>

         8.4      Forfeitures of Non-Vested Account Balances

                  A Terminated Participant shall forfeit his or her non-vested
                  Account balance as of the Settlement Date following the date
                  on which he or she receives a distribution of his or her
                  vested account balance. Forfeitures from all Accounts subject
                  to vesting shall be transferred to and maintained in the
                  Forfeiture Account. Forfeitures from all Account types shall
                  be accounted for separately by Account type.

         8.5      Use of Forfeiture Account Amounts

                  An Employer's Forfeiture Account amounts shall be used as of
                  the end of each Quarter to restore Accounts for amounts
                  attributable to the Employer that were previously forfeited,
                  and to pay Plan fees and expenses. Any amount remaining after
                  restoring previous forfeitures and after payment of Plan fees
                  and expenses shall be allocated proportionately to the
                  Participant's Company Match Accounts.

         8.6      Rehired Employees

                  (a)      Service Restoration. If a former Employee again
                           becomes an Employee, all Years of Vesting Service
                           credited when his or her employment last terminated
                           shall be counted in determining his or vested
                           interest.

                  (b)      Account Restoration. If a former Employee again
                           becomes an Employee before he or she has a Break in
                           Service and before he or she has received a
                           distribution of his or her non-vested account
                           balance, the amount forfeited after his or her
                           employment last terminated shall be restored to his
                           or her Account. If a former Employee again becomes an
                           Employee before he or she has a Break in Service but
                           after he or she has received a distribution of his or
                           her non-vested account balance, the amount forfeited
                           after his or her employment last terminated shall be
                           restored to his or her Account only if the former
                           Employee repays the amount of the previous
                           distribution within five (5) years from the date on
                           which he or she again became an Employee. The
                           restoration amount shall come from the Forfeiture
                           Account to the extent possible, and any additional
                           amount needed shall be contributed by the Employer.
                           The vested interest in his or her restored Account
                           shall then be equal to:

                                    V% times (AB + D) - D

                           where:

                           V% = current vested percentage
                           AB = current Account balance
                           D = amount previously distributed from Account

                                       23

<PAGE>

9.       PARTICIPANT LOANS

         9.1      Participant Loans Permitted

                  Loans to Participants and Beneficiaries are permitted pursuant
                  to the terms and conditions set forth in this Section, except
                  that a loan shall not be permitted to a Participant who is no
                  longer an Employee or to a Beneficiary unless such Participant
                  or Beneficiary is otherwise a party-in-interest as defined in
                  ERISA Section 3(14).

         9.2      Loan Application, Note and Security

                  A Participant shall apply for any loan in such manner and with
                  such advance notice as prescribed by the Administrator from
                  time to time. All loans shall be evidenced by a promissory
                  note, secured only by the portion of the Participant's Account
                  from which the loan is made, and the Plan shall have a lien on
                  this portion of his or her Account.

         9.3      Spousal Consent

                  A Participant is not required to obtain Spousal Consent in
                  order to borrow from his or her Account under the Plan.

         9.4      Loan Approval

                  The Administrator, or the Trustee, if otherwise authorized by
                  the Administrator and agreed to by the Trustee, is responsible
                  for determining that a loan request conforms to the
                  requirements described in this Section and granting such
                  request.

         9.5      Loan Funding Limits, Account Sources, and Funding Order

                  The loan amount must meet all of the following limits as
                  determined as of the date the loan is processed and shall be
                  funded from the Participant's Accounts as follows:

                  (a)      Plan Minimum Limit. The minimum amount for any loan
                           is $1,000.

                  (b)      Plan Maximum Limit, Account Sources, and Funding
                           Order. Subject to the legal limit described in (c)
                           below, the maximum a Participant may borrow,
                           including the outstanding balance of existing Plan
                           loans, is 100% of the following of the Participant's
                           Accounts which are fully vested, and the loan amount
                           shall be funded from such Accounts in the priority
                           order as follows:

                                       24

<PAGE>

                                    Before-Tax Non-Matched Account
                                    Before-Tax Matched Account
                                    Company Match Account
                                    Profit Sharing Account
                                    Rollover Account
                                    After-Tax Account

                  (c)      Legal Maximum Limit. The maximum a Participant may
                           borrow, including the outstanding balance of existing
                           Plan loans, is 50% of his or her vested Account
                           balance not to exceed $50,000. However, the $50,000
                           maximum is reduced by the Participant's highest
                           outstanding balance of loans under the Plan during
                           the 12-month period ending on the day before the date
                           on which the loan is made over the outstanding
                           balance of such loans on the date on which the loan
                           is made.

         9.6      Maximum Number of Loans

                  A Participant may have only one loan outstanding at any given
                  time.

         9.7      Source and Timing of Loan Funding

                  A loan to a Participant shall be made solely from the assets
                  of his or her own Account. The available assets shall be
                  determined first by Account and then within each Account used
                  for funding a loan, amounts shall be taken by Investment Fund
                  in direct proportion to the market value of the Participant's
                  interest in each Investment Fund as of the Trade Date on which
                  the loan is processed.

                  The loan shall be funded on the Settlement Date as of which
                  the loan is processed. The Trustee shall make payment to the
                  Participant as soon thereafter as administratively feasible.

         9.8      Interest Rate

                  The interest rate charged on Participant loans shall be a
                  fixed reasonable rate of interest determined by the Trustee
                  which provides the Plan with a return commensurate with the
                  prevailing interest rate charged by persons in the business of
                  lending money for loans which would be made under similar
                  circumstances. The interest rate may be changed from time to
                  time by the Administrator without the necessity of amending
                  the Plan and Trust.

         9.9      Loan Payment

                  Substantially level amortization shall be required of each
                  loan with payments made at least monthly, generally through
                  payroll deduction. Loans may be prepaid in full at any time.
                  The Participant may choose the loan repayment period, not to
                  exceed five years, except that the repayment period may be for
                  any period not to exceed 10 years if the purpose of the loan
                  is to acquire the Participant's principal residence.

                                       25

<PAGE>

         9.10     Loan Payment Hierarchy

                  Loan principal payments shall be credited to the Participant's
                  Accounts in the inverse of the order used to fund the loan.
                  Loan interest shall be credited to the Participant's Accounts
                  in direct proportion to the principal payment. Loan payments
                  credited to Accounts for which the Participant directs
                  investment as described in Section 7 above are credited to the
                  Investment Funds based upon the Participant's current
                  investment election for new Contributions. Loan payments
                  credited to Accounts for which the Participant does not direct
                  investment as described in Section 7 above are credited to the
                  Investment Funds specified by the Administrator for such
                  Accounts.

         9.11     Repayment Suspension

                  The Administrator may agree to a suspension of loan payments
                  for up to 12 months for a Participant who is on a Leave of
                  Absence without pay. During the suspension period, interest
                  shall continue to accrue on the outstanding loan balance. At
                  the expiration of the suspension period, all outstanding loan
                  payments and accrued interest thereon shall be due unless
                  otherwise agreed upon by the Administrator.

         9.12     Loan Default

                  A loan is treated as in default if scheduled loan payments are
                  more than 90 days late. A Participant shall then have 30 days
                  from the time he or she receives written notice of the default
                  and a demand for past due amounts to cure the default before
                  it becomes final.

                  In the event of default, the Administrator may direct the
                  Trustee to report the outstanding principal balance of the
                  loan and accrued interest thereon as a taxable distribution.
                  As soon as a Plan withdrawal or distribution to such
                  Participant would otherwise be permitted, the Administrator
                  may instruct the Trustee to execute upon its security interest
                  in the Participant's Account by distributing the note to the
                  Participant.

         9.13     Acceleration on Termination

                  Upon termination of employment with the Employer, the
                  outstanding balance of a Participant's loan shall be due and
                  payable. Upon termination of the Plan, all Participant loans
                  shall be due and payable.

                                       26

<PAGE>

10.      IN-SERVICE WITHDRAWALS

         10.1     In-Service Withdrawals Permitted

                  In-service withdrawals to a Participant who is an Employee are
                  permitted pursuant to the terms and conditions set forth in
                  this Section and as required by law pursuant to the terms and
                  conditions set forth in Section 11 below.

         10.2     In-Service Withdrawal Application and Notice

                  A Participant shall apply for any in-service withdrawal in
                  such manner and with such advance notice as prescribed by the
                  Administrator. The Participant shall be provided the notice
                  prescribed by Code Section 402(f).

                  Code Sections 401(a)(11) and 417 do not apply to in-service
                  withdrawals under the Plan as described in this Section. An
                  in-service withdrawal may commence less than 30 days after the
                  aforementioned notice is provided, if:

                  (a)      the Participant is clearly informed that he or she
                           has the right to a period of at least 30 days after
                           receipt of such notice to consider his or her option
                           to elect or not elect a Direct Rollover for all or a
                           portion, if any, of his or her in-service withdrawal
                           which shall constitute an Eligible Rollover
                           Distribution; and

                  (b)      the Participant, after receiving such notice,
                           affirmatively elects a Direct Rollover for all or a
                           portion, if any, of his or her in-service withdrawal
                           which shall constitute an Eligible Rollover
                           Distribution or alternatively elects to have all or a
                           portion made payable directly to him or her, thereby
                           not electing a Direct Rollover for all or a portion
                           thereof.

         10.3     Spousal Consent

                  A Participant is not required to obtain Spousal Consent in
                  order to receive an in-service withdrawal under the Plan.

         10.4     In-Service Withdrawal Approval

                  The Administrator, or the Trustee, if otherwise authorized by
                  the Administrator and agreed to by the Trustee, is responsible
                  for determining that an in-service withdrawal request conforms
                  to the requirements described in this Section and granting
                  such request.

         10.5     Payment Form and Medium

                  The form of payment for an in-service withdrawal shall be a
                  single lump sum, and payment shall be made in cash. With
                  regard to the portion of an in-service withdrawal representing
                  an Eligible Rollover Distribution, a Participant may elect a
                  Direct Rollover for all or a portion of such amount.

                                       27

<PAGE>

         10.6     Source and Timing of In-Service Withdrawal Funding

                  An in-service withdrawal to a Participant shall be made solely
                  from the assets of his or her own Account and shall be based
                  on the Account values as of the Trade Date the in-service
                  withdrawal is processed. The available assets shall be
                  determined first by Account and then within each Account used
                  for funding an in-service withdrawal, amounts shall be taken
                  by Investment Fund in direct proportion to the market value of
                  the Participant's interest in each Investment Fund (which
                  excludes his or her Loan Account balance) as of the Trade Date
                  on which the in-service withdrawal is processed.

                  The in-service withdrawal shall be funded on the Settlement
                  Date following the Trade Date as of which the in-service
                  withdrawal is processed. The Trustee shall make payment as
                  soon thereafter as administratively feasible.

         10.7     Hardship Withdrawals

                  (a)      Requirements. A Participant who is an Employee may
                           request the withdrawal of up to the amount necessary
                           to satisfy a financial need, including amounts
                           necessary to pay any federal, state, or local income
                           taxes or penalties reasonably anticipated to result
                           from the withdrawal. Only requests for withdrawals
                           (i) on account of a Participant's "Deemed Financial
                           Need" and (ii) which are "Deemed Necessary" to
                           satisfy the financial need shall be approved.

                  (b)      "Deemed Financial Need". An immediate and heavy
                           financial need relating to:

                           (1)      the payment of unreimbursable medical
                                    expenses described under Code Section 213(d)
                                    incurred (or to be incurred) by the
                                    Employee, his or her spouse, or dependents;

                           (2)      the purchase (excluding mortgage payments)
                                    of the Employee's principal residence;

                           (3)      the payment of unreimbursable tuition,
                                    related educational fees, and room and board
                                    for up to the next 12 months of
                                    post-secondary education for the Employee,
                                    his or her spouse, or dependents; or

                           (4)      the payment of amounts necessary for the
                                    Employee to prevent losing his or her
                                    principal residence through eviction or
                                    foreclosure on the mortgage.

                                       28

<PAGE>

                  (c)      "Deemed Necessary". A withdrawal is "deemed
                           necessary" to satisfy the financial need only if the
                           withdrawal amount does not exceed the financial need
                           and all of these conditions are met:

                           (1)      the Employee has obtained all possible
                                    withdrawals (other than hardship
                                    withdrawals) and nontaxable loans available
                                    from the Plan and all other Plans maintained
                                    by the Employer;

                           (2)      the Administrator shall suspend the Employee
                                    from making any contributions to the Plan
                                    and all other qualified and non-qualified
                                    Plans of deferred compensation and all stock
                                    option or stock purchase plans maintained by
                                    the Employer for 12 months from the date the
                                    withdrawal payment is made; and

                           (3)      the Administrator shall reduce the
                                    Contribution Dollar Limit for the Employee
                                    with regard to the Plan and all other Plans
                                    maintained by the Employer for the calendar
                                    year next following the calendar year of the
                                    withdrawal by the amount of the Employee's
                                    Before-Tax Contributions for the calendar
                                    year of the withdrawal.

                  (d)      Account Sources and Funding Order. All available
                           amounts must first be withdrawn from a Participant's
                           After-Tax Account. The remaining withdrawal amount
                           shall come from the following of the Participant's
                           fully vested Accounts in the priority order as
                           follows:

                                    Rollover Account
                                    Rollover Account-Jaguar
                                    Company Match Account
                                    Company Match Account-Jaguar
                                    Profit Sharing Account
                                    Profit Sharing Account-Jaguar
                                    Before-Tax Matched Account
                                    Before-Tax Matched Account-Jaguar
                                    Before-Tax Non-Matched Account
                                    Before-Tax Non-Matched Account-Jaguar

                           The amount that may be withdrawn from a Participant's
                           Before-Tax Account shall not include any earnings
                           credited to his or her Before-Tax Account.

                  (e)      Minimum Amount. There is no minimum amount for a
                           hardship withdrawal.

                  (f)      Permitted Frequency. There is no restriction on the
                           number of hardship withdrawals permitted to a
                           Participant.

                                       29

<PAGE>

                  (g)      Suspension from Further Contributions. Upon making a
                           hardship withdrawal, a Participant may not make
                           additional Before-Tax or After-Tax Contributions (or
                           additional contributions to all other qualified and
                           non-qualified plans of deferred compensation and all
                           stock option or stock purchase plans maintained by
                           the Employer) for a period of 12 months from the date
                           the withdrawal payment is made.

                                       30

<PAGE>

11.      DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR AS REQUIRED BY LAW

         11.1     Benefit Information, Notices, and Election

                  A Participant, or his or her Beneficiary in the case of his or
                  her death, shall be provided with information regarding all
                  optional times and forms of distribution available, to include
                  the notices prescribed by Code Sections 402(f) and 411(a)(11).
                  Subject to the other requirements of this Section, a
                  Participant, or his or her Beneficiary in the case of his or
                  her death, may elect, in such manner and with such advance
                  notice as prescribed by the Administrator, to have his or her
                  vested Account balance paid to him or her beginning upon any
                  Settlement Date following the Participant's termination of
                  employment with the Employer or, if earlier, at the time
                  required by law as set forth in Section 11.6 below.

                  Notwithstanding, if a Participant's termination of employment
                  with the Employer does not constitute a separation from
                  service for purposes of Code Section 401 (k)(2)(B)(i)(I) or
                  otherwise constitute an event set forth under Code Section
                  401(k)(A)(10)(ii) or (iii) as described in Section 19.3 below,
                  the portion of a Participant's Account subject to the
                  distribution rules of Code Section 401(k) may not be
                  distributed until such time as he or she separates from
                  service for purposes of Code Section 401(k)(2)(B)(i)(I) or, if
                  earlier, upon such other event as described in Code Section
                  401(k)(2)(B) and as provided for in the Plan.

                  A distribution may commence less than 30 days, but more than 7
                  days if such distribution is one to which Code Sections
                  401(a)(11) and 417 apply, after the aforementioned notices are
                  provided, if:

                  (a)      the Participant is clearly informed that he or she
                           has the right to a period of at least 30 days after
                           receipt of such notices to consider the decision as
                           to whether to elect a distribution and if so to elect
                           a particular form of distribution and to elect or not
                           elect a Direct Rollover for all or a portion, if any,
                           of his or her distribution which shall constitute an
                           Eligible Rollover Distribution;

                  (b)      the Participant after receiving such notices,
                           affirmatively elects a distribution and a Direct
                           Rollover for all or a portion, if any, of his or her
                           distribution which shall constitute an Eligible
                           Rollover Distribution or alternatively elects to have
                           all or a portion made payable directly to him or her,
                           thereby not electing a Direct Rollover for all or a
                           portion thereof; and

                  (c)      if such distribution is one to which Code Sections
                           401(a)(11) and 417 apply, the Participant's election
                           includes Spousal Consent.

                                       31

<PAGE>

         11.2     Spousal Consent

                  A Participant is required to obtain Spousal Consent in order
                  to receive a distribution under the Plan if any amount is to
                  be distributed from the Participant's Annuity Eligible Balance
                  and the Participant elects payment in the form of an annuity.

         11.3     Payment Form and Medium

                  A Participant may elect to be paid in any of these forms,
                  except that the form described in (d) is offered solely for
                  the purpose of preserving benefits protected by Code Section
                  411(d)(6) and is only available with regard to the portion of
                  a Participant's benefit attributable to his or her Annuity
                  Eligible Balance:

                  (a)      a single lump sum;

                  (b)      a deferred single lump sum;

                  (c)      periodic installments over a period not to exceed the
                           life expectancy of the Participant and his or her
                           Beneficiary; or

                  (d)      (i)      an annuity for the life of the Participant;

                           (ii)     an annuity for the life of the Participant
                           and upon his or her death 100%, 66-2/3% or 50%
                           (whichever is specified when this option is elected)
                           of the annuity amount will be continued to his or her
                           spouse as his or her continued annuitant, the
                           Participant and his or her spouse;

                           (iii)    an annuity for the joint lives of the
                           Participant and his or her spouse with 100%, 66-2/3%
                           or 50% (whichever is specified when this option is
                           elected) or such amount payable after the death of
                           both the Participant and his or spouse; or

                           (iv)     an annuity for the life of the Participant
                           with installment payments for a period certain, not
                           longer than the life expectancy of the Participant.

                  Any annuity portion permitted shall be provided through the
                  purchase of a non-transferable single premium contract from an
                  insurance company which must conform to the terms of the Plan
                  and which shall be distributed to the Participant or
                  Beneficiary in complete satisfaction of the benefit due.

                  Distributions, other than annuity contracts, shall be made in
                  cash, except to the extent a distribution consists of a loan
                  acceleration as described in Section 9 above. With regard to
                  the portion of a distribution representing an Eligible
                  Rollover Distribution, a Distributee may elect a Direct
                  Rollover for all or a portion of such amount.

                                       32

<PAGE>

         11.4     Source and Timing of Distribution Funding

                  A distribution to a Participant shall be made solely from the
                  assets of his or her own Account and shall be based on the
                  Account values as of the Trade Date the distribution is
                  processed. The available assets shall be determined first by
                  Account and then within each Account used for funding a
                  distribution, amounts shall be taken by Investment Fund in
                  direct proportion to the market value of the Participant's
                  interest in each Investment Fund as of the Trade Date on which
                  the distribution is processed.

                  The distribution shall be funded on the Settlement Date as of
                  which the distribution is processed. The Trustee shall make
                  payment as soon thereafter as administratively feasible.

         11.5     Deemed Distribution

                  For purposes of Section 8 above, if at the time a Participant
                  is determined to be a Terminated Participant, his or her
                  vested Account balance attributable to Accounts subject to
                  vesting as described in Section 8 above, is zero, his or her
                  vested Account balance shall be deemed distributed as of the
                  Settlement Date following the date on which he or she is
                  determined to be a Terminated Participant.

         11.6     Latest Commencement Permitted

                  In addition to any other Plan requirements and unless a
                  Participant elects otherwise, his or her benefit payments
                  shall begin not later than 60 days after the end of the Plan
                  Year in which the Participant's employment with the Employer
                  ends (other than by reason of death) or the Participant
                  attains his or her Normal Retirement Date, whichever is later.
                  However, if the amount of the payment or the location of the
                  Participant or his or her Beneficiary (after a reasonable
                  search) cannot be ascertained by that deadline, payment shall
                  be made no later than 60 days after the earliest date on which
                  such amount or location is ascertained but in no event later
                  than as described below. A Participant's failure to elect in
                  such manner as prescribed by the Administrator to have his or
                  her vested Account balance paid to him or her shall be deemed
                  an election by the Participant to defer his or her
                  distribution.

                  Except with regard to a Participant who is a 5% Owner, a
                  Participant's required beginning date by which benefit
                  payments shall commence is the April 1 of the calendar year
                  following the later of (i) the calendar year in which the
                  Participant attains age 70 1/2; or (ii) the calendar year in
                  which the Participant terminates employment with the Employer.
                  A Participant shall be considered a 5% Owner for this purpose
                  if such Participant is a 5% Owner as defined in Code Section
                  416(i) (determined in accordance with Code Section 416 but
                  without regard to whether the Plan is top heavy) at any time
                  during the Plan Year ending with or within the calendar year
                  in which he or she attains age 66 1/2 or in any subsequent
                  Plan Year.

                                       33

<PAGE>

                  With regard to a Participant who is a 5% Owner, his or her
                  required beginning date by which benefit payments shall
                  commence is the April 1 of the calendar year following the
                  later of (i) the calendar year in which the Participant
                  attains age 70 1/2; or (ii) the earlier of the calendar year
                  with or within which ends the Plan Year in which the
                  Participant becomes a 5% Owner or the calendar year in which
                  the Participant terminates employment with all the Employer.
                  Once distributions commence to a 5% Owner in accordance with
                  the preceding sentence, such distributions may not be
                  discontinued without regard to whether in any subsequent
                  calendar year he or she is an Employee and no longer a 5%
                  Owner.

                  If benefit payments cannot begin at the time required because
                  the location of the Participant cannot be ascertained (after a
                  reasonable search), the Administrator may, at any time
                  thereafter, treat such person's Account as forfeited subject
                  to the provisions of Section 18.6 below.

         11.7     Payment Within Life Expectancy

                  The Participant's payment election must be consistent with the
                  requirement of Code Section 401(a)(9) and Treasury regulations
                  issued thereunder, including Treasury regulation Section
                  1.401(a)(9)-2, which provisions are incorporated by reference,
                  provided that such provisions shall override the other
                  distribution provisions of the Plan only to the extent that
                  they are inconsistent with such other Plan provisions. All
                  payments are to be completed within a period not to exceed the
                  lives or the joint and last survivor life expectancy of the
                  Participant and his or her Beneficiary. The life expectancies
                  of a Participant and his or her Beneficiary, if such
                  Beneficiary is his or her spouse, may be recomputed annually.

         11.8     Incidental Benefit Rule

                  The Participant's payment election must be consistent with the
                  requirement that, if the Participant's spouse is not his or
                  her sole primary Beneficiary, the minimum annual distribution
                  for each calendar year, beginning with the calendar year
                  preceding the calendar year that includes the Participant's
                  required beginning date by which benefit payments shall
                  commence, shall not be less than the quotient obtained by
                  dividing (a) the Participant's vested Account balance as of
                  the last Trade Date of the preceding year by (b) the
                  applicable divisor as determined under the incidental benefit
                  requirements of Code Section 401(a)(9) and the Treasury
                  regulations incorporated herein pursuant to Section 11.6.

         11.9     Payment to Beneficiary

                  Payment to a Beneficiary must either: (1) be completed by the
                  end of the calendar year that contains the fifth anniversary
                  of the Participant's death; or (2) begin by the end of the
                  calendar year that contains the first anniversary of the
                  Participant's death and be completed within the period of the
                  Beneficiary's life or life expectancy, except that:

                                       34

<PAGE>

                  (a)      If the Participant dies after the April 1 of the
                           calendar year that includes the Participant's
                           required beginning date by which benefit payments
                           shall commence, payment to his or her Beneficiary
                           must be made at least as rapidly as provided in the
                           Participant's distribution election;

                  (b)      If the surviving spouse is the Beneficiary, payments
                           need not begin until the end of the calendar year in
                           which the Participant would have attained age 70 1/2
                           and must be completed within the spouse's life or
                           life expectancy; and

                  (c)      If the Participant and the surviving spouse who is
                           the Beneficiary die (1) before the April 1 of the
                           calendar year that includes the Participant's
                           required beginning date by which benefit payments
                           shall commence and (2) before payments have begun to
                           the spouse, the spouse shall be treated as the
                           Participant in applying these rules.

         11.10    Beneficiary Designation

                  Each Participant may complete a beneficiary designation form
                  indicating the Beneficiary who is to receive the Participant's
                  remaining Plan interest at the time of his or her death. The
                  designation may be changed at any time. However, a
                  Participant's spouse shall be the sole primary Beneficiary
                  unless the designation includes Spousal Consent for another
                  Beneficiary. If no proper designation is in effect at the time
                  of a Participant's death or if the Beneficiary does not
                  survive the Participant, the Beneficiary shall be, in the
                  order listed, the:

                  (a)      Participant's surviving spouse;

                  (b)      Participant's children (including legally adopted
                           children), in equal shares, (or if a child does not
                           survive the Participant and that child leaves issue,
                           the issue shall be entitled to that child's share by
                           right of representation);

                  (c)      Participant's parents, in equal shares;

                  (d)      Participant's brothers and sisters, in equal shares;
                           or

                  (e)      Participant's estate.

                                       35

<PAGE>

12.      ADP AND ACP TESTS

         12.1     Contribution Limitation Definitions

                  The following definitions are applicable to this Section 12
                  (where a definition is contained in both Sections 1 and 12,
                  for purposes of Section 12, the Section 12 definition shall be
                  controlling):

                  (a)      "ACP" or "Average Contribution Percentage". The
                           Average Percentage calculated using Contributions
                           allocated to Participants as of a date within the
                           Plan Year.

                  (b)      "ACP Test". The determination of whether the ACP is
                           in compliance with the Basic or Alternative
                           Limitation for a Plan Year (as defined in Section
                           12.2 below).

                  (c)      "ADP" or "Average Deferral Percentage". The Average
                           Percentage calculated using Deferrals allocated to
                           Participants as of a date within the Plan Year.

                  (d)      "ADP Test". The determination of whether the ADP is
                           in compliance with the Basic or Alternative
                           Limitation for a Plan Year (as defined in Section
                           12.2 below).

                  (e)      "Average Percentage". The average of the calculated
                           percentages for Participants within the specified
                           group. The calculated percentage refers to either the
                           "Deferrals" or "Contributions" (as defined in this
                           Section) made on each Participant's behalf for the
                           Plan Year divided by his or her Compensation for the
                           portion of the Plan Year in which he or she was an
                           Eligible Employee while a Participant. (Before-Tax
                           Contributions to the Plan which shall be refunded
                           solely because they exceed the Contribution Dollar
                           Limit are included in the percentage for the HCE
                           Group but not for the NHCE Group.)

                  (f)      "Contributions" shall include Matching and After-Tax
                           Contributions. In addition, Contributions may include
                           Before-Tax Contributions but only to the extent that
                           (1) the Employer elects to use them, (2) they are not
                           used or counted in the ADP Test, and (3) they
                           otherwise satisfy the requirements as prescribed
                           under Code Section 401(m) permitting treatment as
                           Contributions for purposes of the ACP Test.

                  (g)      "Deferrals" shall include Before-Tax Contributions.

                  (h)      "HCE" or "Highly Compensated Employee". With respect
                           to each Employer and Related Companies, an Employee
                           during the Plan Year or preceding Plan Year who (in
                           accordance with Code Section 414(q)):

                                       36

<PAGE>

                           (1)      Was a more than 5% Owner [within the meaning
                                    of Code Section 414(q)(2)] at any time
                                    during the Plan Year or the preceding Plan
                                    Year; or

                           (2)      Received Compensation during the preceding
                                    Plan Year in excess of $90,000 [as adjusted
                                    for such Year pursuant to Code Sections
                                    414(q)(1) and 415(d)], or if the Company
                                    elects for such preceding Plan Year, "in
                                    excess of $90,000 [as adjusted for such Year
                                    pursuant to Code Sections 414(q)(1) and
                                    415(d)] and was a member of the "top-paid
                                    group" [within the meaning of Code section
                                    414(q)(3)] for such preceding Plan Year"
                                    shall be substituted for the preceding
                                    reference to "in excess of $90,000 [as
                                    adjusted for such Year pursuant to Code
                                    sections 414(q)(1) and 415(d)]".

                           A former Employee shall be treated as an HCE if (1)
                           such former Employee was an HCE when he separated
                           from service, or (2) such former Employee was an HCE
                           in service at any time after attaining age 55.

                           The determination of who is an HCE and the
                           determination of the number and identity of Employees
                           in the top-paid group shall be made in accordance
                           with Code Section 414(q).

                  (i)      "HCE Group" and "NHCE Group". With respect to each
                           Employer and Related Companies, if the Plan permits
                           participation prior to an Eligible Employee's
                           satisfaction of the minimum age and service
                           requirements of Code section 410(a)(1)(A), Eligible
                           Employees who have not met the minimum age and
                           service requirements of Code Section 410(a)(1)(A) may
                           be excluded in the determination of the NHCE Group
                           but not in the determination of the HCE Group, for
                           purposes of (i) the ADP Test, if Code Section
                           410(b)(4)(B) is applied in determining whether the
                           401(k) portion of the Plan meets the requirements of
                           Code Section 410(b), or (ii) the ACP Test if Code
                           410(b)(4)(B) is applied in determining whether the
                           401(m) portion of the Plan meets the requirements of
                           Code Section 410(b).

                           (1)      If the Employer maintains two or more Plans
                                    which are subject to the ADP or ACP Test and
                                    are considered as one Plan for purposes of
                                    Code Sections 401(a)(4) or 410(b), all such
                                    Plans shall be aggregated and treated as one
                                    Plan for purposes of meeting the ADP and ACP
                                    Tests, provided that the Plans may only be
                                    aggregated if they have the same Plan Year.

                           (2)      If an HCE is covered by more than one cash
                                    or deferred arrangement or more than one
                                    arrangement permitting employee or matching
                                    contributions maintained by the Employer,
                                    all such Plans shall be aggregated and
                                    treated as one Plan (other than those Plans
                                    that may not be permissively aggregated) for
                                    purposes of calculating the separate
                                    percentage for the HCE which is used in the
                                    determination of the

                                       37

<PAGE>

                                    Average Percentage. For purposes of the
                                    preceding sentence, if such Plans have
                                    different Plan Years, all such Plans ending
                                    with or within the same calendar year shall
                                    be aggregated.

                  (j)      "Multiple Use Test". The test described in Section
                           12.5 which a Plan must meet where the Alternative
                           Limitation [described in Section 12.2(b)] is used to
                           meet both the ADP and ACP Tests.

                  (k)      "NHCE" or "Non-Highly Compensated Employee". An
                           Employee who is not an HCE.

         12.2     ADP and ACP Tests

                  For each Plan Year, the ADP and ACP for the HCE Group must
                  meet either the Basic or Alternative Limitation when compared
                  to the respective preceding Plan Year's ADP and ACP for the
                  preceding Plan Year's NHCE Group, defined as follows:

                  (a)      Basic Limitation. The HCE Group Average Percentage
                           may not exceed 1.25 times the NHCE Group Average
                           Percentage.

                  (b)      Alternative Limitation. The HCE Group Average
                           Percentage is limited by reference to the NHCE Group
                           Average Percentage as follows:

<TABLE>
<CAPTION>
  If the NHCE Group                      Then the Maximum HCE
Average Percentage is:                Group Average Percentage is:
----------------------                ----------------------------
<S>                                  <C>
    Less than 2%                     2 times NHCE Group Average %
      2% to 8%                         NHCE Group Average % plus 2%
    More than 8%                       NA - Basic Limitation applies
</TABLE>

                  Alternatively, the Company may elect to use the Plan Year's
                  ADP for the NHCE Group for the Plan Year and/or the Plan
                  Year's ACP for the NHCE Group for the Plan Year. If such
                  election is made, such election may not be changed except as
                  provided by Internal Revenue Service Notice 98-52.

         12.3     Correction of ADP and ACP Tests

                  If the ADP or ACP Tests are not met, the Administrator shall
                  determine, no later than the end of the next Plan Year, a
                  maximum percentage to be used in place of the calculated
                  percentage for all HCEs that would reduce the ADP and/or ACP
                  for the HCE group by a sufficient amount to meet the ADP and
                  ACP Tests.

                  With regard to each HCE whose Deferral percentage and/or
                  Contribution percentage is in excess of the maximum
                  percentage, a dollar amount of excess Deferrals and/or excess
                  Contributions shall then be determined by (i) subtracting the
                  product of such maximum percentage for the ADP and the HCE's
                  Compensation from the HCE's

                                       38

<PAGE>

                  actual Deferrals, and (ii) subtracting the product of such
                  maximum percentage for the ACP and the HCE's Compensation from
                  the HCEs actual Contributions. Such amounts shall then be
                  aggregated to determine the total dollar amount of excess
                  Deferrals and/or excess Contributions. ADP and/or ACP
                  corrections shall be made in accordance with the leveling
                  method as described below.

                  (a)      ADP Correction. The HCE with the highest Deferral
                           dollar amount shall have his or her Deferral dollar
                           amount reduced in an amount equal to the lesser of
                           the dollar amount of excess Deferrals for all HCEs or
                           the dollar amount that would cause his or her
                           Deferral dollar amount to equal that of the HCE with
                           the next highest Deferral dollar amount. The process
                           shall be repeated until the total of the Deferral
                           dollar amount reductions equals the dollar amount of
                           excess Deferrals for all HCEs.

                           To the extent an HCE's Deferrals were determined to
                           be reduced as described in the paragraph above,
                           Before-Tax Contributions shall, by the end of the
                           next Plan Year, be refunded to the HCE in an amount
                           equal to the actual Deferrals minus the product of
                           the maximum percentage and the HCE's Compensation,
                           except that such amount to be refunded shall be
                           reduced by Before-Tax Contributions previously
                           refunded because they exceeded the Contribution
                           Dollar Limit. The excess amounts shall first be taken
                           from unmatched Before-Tax Contributions and then from
                           matched Before-Tax Contributions. Any Matching
                           Contributions attributable to refunded excess
                           Before-Tax Contributions as described in this
                           Section, adjusted for investment gain or loss, shall
                           be forfeited and used as described in Section 8 above
                           or to reduce Contributions made by an Employer as
                           soon as administratively feasible.

                  (b)      ACP Correction. The HCE with the highest Contribution
                           dollar amount shall have his or her Contribution
                           dollar amount reduced in an amount equal to the
                           lesser of the dollar amount of excess Contributions
                           for all HCEs or the dollar amount that would cause
                           his or her Contribution dollar amount to equal that
                           of the HCE with the next highest Contribution dollar
                           amount. The process shall be repeated until the total
                           of the Contribution dollar amount reductions equals
                           the dollar amount of excess Contributions for all
                           HCEs.

                           To the extent an HCE's Contributions were determined
                           to be reduced as described in the paragraph above,
                           Contributions shall, by the end of the next Plan
                           Year, be refunded to the HCE to the extent vested and
                           forfeited and used as described in Section 8 or to
                           reduce Contributions made by an Employer as soon as
                           administratively feasible to the extent such amounts
                           were not vested as of the end of the Plan Year being
                           tested. The excess amounts shall first be taken from
                           unmatched After-Tax Contributions and then as a
                           proportional combination of matched After-Tax and
                           Matching Contributions.

                  (c)      Investment Fund Sources. Once the amount of excess
                           Deferrals and/or Contributions is determined and with
                           regard to excess Contributions, allocated by type of
                           Contribution, amounts shall be taken by Investment
                           Fund in direct

                                       39

<PAGE>

                           proportion to the market value of the Participant's
                           interest in each Investment Fund (which excludes his
                           or her Loan Account balance) as of the Trade Date on
                           which the correction is processed.

         12.4     Multiple Use Test

                  If the Alternative Limitation (defined in Section 12.2 above)
                  is used to meet both the ADP and ACP Tests, the ADP and ACP
                  for the HCE Group must also comply with the requirements of
                  Code Section 401(m)(9). Such Code Section requires that the
                  sum of the ADP and ACP for the HCE Group (as determined after
                  any corrections needed to meet the ADP and ACP Tests have been
                  made) not exceed the sum (which produces the most favorable
                  result) of:

                  (a)      the Basic Limitation (defined in Section 12.2 above)
                           applied to either the ADP or ACP for the NHCE Group;
                           and

                  (b)      the Alternative Limitation applied to the other NHCE
                           Group percentage.

         12.5     Correction of Multiple Use Test

                  If the multiple use limit is exceeded, the Administrator shall
                  determine a maximum percentage to be used in place of the
                  calculated percentage for all HCEs that would reduce either or
                  both the ADP or ACP for the HCE Group by a sufficient amount
                  to meet the multiple use limit. Any excess shall be handled in
                  the same manner that the distribution of excess Deferrals or
                  Contributions are handled.

         12.6     Adjustment for Investment Gain or Loss

                  Any excess Deferrals or Contributions to be refunded to a
                  Participant or forfeited in accordance with this Section 12
                  shall be adjusted for investment gain or loss. Refunds or
                  forfeitures shall not include investment gain or loss for the
                  period between the end of the applicable Plan Year and the
                  date of distribution.

         12.7     Testing Responsibilities and Required Records

                  The Administrator shall be responsible for ensuring that the
                  Plan meets the ADP Test, the ACP Test, and the Multiple Use
                  Test and that the Contribution Dollar Limit is not exceeded.
                  The Administrator shall maintain records which are sufficient
                  to demonstrate that the ADP Test, the ACP Test, and the
                  Multiple Use Test have been met for each Plan Year for at
                  least as long as the Employer's corresponding tax year is open
                  to audit.

                                       40

<PAGE>

         12.8     Separate Testing

                  Multiple Employers: The determination of HCEs, NHCEs, and the
                  performance of the ADP Test, the ACP Test, and the Multiple
                  Use Test and any corrective action resulting therefrom, shall
                  be conducted separately with regard to the Employees of each
                  Employer (and Related Companies) that is not a Related Company
                  with the other Employer(s).

                  In addition, testing may be conducted separately at the
                  discretion of the Administrator and to the extent permitted
                  under Treasury regulations to any group of Employees for whom
                  separate testing is permissible.

                                       41

<PAGE>

13.      MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS

         13.1     "Annual Addition" Defined

                  The sum of all amounts allocated to the Participant's Account
                  for a Plan Year which are contributions (except for rollovers
                  or transfers from another qualified Plan), forfeitures, and if
                  the Participant is a Key Employee (pursuant to Section 14
                  below) for the applicable or any prior Plan Year, medical
                  benefits provided pursuant to Code Section 419A(d)(1). For
                  purposes of this Section 13.1, "Account" also includes a
                  Participant's account in all other defined contribution Plans
                  currently or previously maintained by any Related Company. The
                  Plan Year refers to the year to which the allocation pertains,
                  regardless of when it was allocated. The Plan Year shall be
                  the Code Section 415 limitation year.

         13.2     Maximum Annual Addition

                  The Annual Addition to a Participant's accounts under the Plan
                  and any other defined contribution Plan maintained by any
                  Related Company for any Plan Year shall not exceed the lesser
                  of (1) 25% of his or her Compensation or (2) $30,000 [as
                  adjusted for the cost of living pursuant to Code Section
                  415(d)].

         13.3     Avoiding an Excess Annual Addition

                  If at any time during a Plan Year the allocation of any
                  additional Contributions would produce an excess Annual
                  Addition for such year, Contributions to be made for the
                  remainder of the Plan Year shall be limited to the amount
                  needed for each affected Participant to receive the maximum
                  Annual Addition.

         13.4     Correcting an Excess Annual Addition

                  Upon the discovery of an excess Annual Addition to a
                  Participant's Account (resulting from forfeitures,
                  allocations, reasonable error in determining Participant
                  compensation, or the amount of elective contributions or other
                  facts and circumstances acceptable to the Internal Revenue
                  Service) the excess amount (adjusted to reflect investment
                  gains) shall first be returned to the Participant to the
                  extent of his or her After-Tax Contributions and then to the
                  extent of his or her Before-Tax Contributions (however, to the
                  extent After-Tax and/or Before-Tax Contributions were matched,
                  the applicable Matching Contributions shall be forfeited in
                  proportion to the returned matched After-Tax and/or Before-Tax
                  Contributions), and the remaining excess, if any, shall be
                  forfeited by the Participant, and together with forfeited
                  Matching Contributions, used as described in Section 8 above
                  or to reduce Contributions made by an Employer as soon as
                  administratively feasible.

                                       42

<PAGE>

         13.5     Correcting a Multiple Plan Excess

                  If a Participant whose Account is credited with an excess
                  Annual Addition received allocations to more than one defined
                  contribution Plan, the excess shall be corrected by reducing
                  the Annual Addition to this Plan but only after all possible
                  reductions have been made to all other defined contribution
                  Plans.

                                       43

<PAGE>

14.      TOP HEAVY RULES

         14.1     Top Heavy Definitions

                  When capitalized, the following words and phrases have the
                  following meanings when used in this Section:

                  (a)      "Aggregation Group". The group consisting of each
                           qualified Plan of an Employer (and its Related
                           Companies) (1) in which a Key Employee is a
                           Participant or was a Participant during the
                           determination period (regardless of whether such Plan
                           has terminated); or (2) which enables another Plan in
                           the group to meet the requirements of Code Sections
                           401(a)(4) or 410(b). The Employer may also treat any
                           other qualified Pplan as part of the group if the
                           group would continue to meet the requirements of Code
                           Sections 401(a)(4) and 410(b) with such Plan being
                           taken into account.

                  (b)      "Determination Date". The last Trade Date of the
                           preceding Plan Year or, in the case of the Plan's
                           first year, the last Trade Date of the first Plan
                           Year.

                  (c)      "Key Employee". A current or former Employee (or his
                           or her Beneficiary) who at any time during the
                           five-year period ending on the Determination Date
                           was:

                           (1)      an officer of a Related Company whose
                                    Compensation (i) exceeds 50% of the amount
                                    in effect under Code Section 415(b)(1)(A)
                                    and (ii) places him within the following
                                    highest paid group of officers:

<TABLE>
<CAPTION>
  Number of Employees
not Excluded Under Code        Number of Highest Paid
   Section 414(g)(8)              Officers Included
----------------------------------------------------------
<S>                            <C>
     Less than 30                       3

      30 to 500                10% of the number of Employees
                               not excluded under Code section
                               414(q)(8)

    More than 500                      50
</TABLE>

                           (2)      a more than 5% Owner;

                           (3)      a more than 1% Owner whose Compensation
                                    exceeds $150,000; or

                           (4)      a more than 0.5% Owner who is among the 10
                                    Employees owning the largest interest in a
                                    Related Company and whose Compensation
                                    exceeds the amount in effect under Code
                                    Section 415(c)(1)(A).

                                       44

<PAGE>

                  (d)      "Plan Benefit". The sum as of the Determination Date
                           of (1) an Employee's Account, (2) the present value
                           of his or her other accrued benefits provided by all
                           qualified Plans within the Aggregation Group, and (3)
                           the aggregate distributions made within the five-year
                           period ending on such date. Plan Benefits shall
                           exclude rollover contributions and Plan-to-Plan
                           transfers which are both employee initiated and from
                           a Plan maintained by a non-related employer.

                  (e)      "Top Heavy". The Plan's status when the Plan Benefits
                           of Key Employees account for more than 60% of the
                           Plan Benefits of all Employees who have performed
                           services at any time during the five-year period
                           ending on the Determination Date. The Plan Benefits
                           of Employees who were, but are no longer, Key
                           Employees because they have not been an officer or
                           Owner during the five-year period, are excluded in
                           the determination.

         14.2     Special Contributions

                  (a)      Minimum Contribution Requirement. For each Plan Year
                           in which the Plan is Top Heavy, the Employer shall
                           not allow any contributions (other than a Rollover
                           Contribution from a Plan maintained by a non-related
                           employer) to be made by or on behalf of any Key
                           Employee unless the Employer makes a contribution
                           (other than contributions made by an Employer in
                           accordance with a Participant's salary deferral
                           election or contributions made by an Employer based
                           upon the amount contributed by a Participant) on
                           behalf of all Participants who were Eligible
                           Employees as of the last day of the Plan Year in an
                           amount equal to at least 3% of each such
                           Participant's Taxable Income. The Administrator shall
                           remove any such contributions (including applicable
                           investment gain or loss) credited to a Key Employee's
                           Account in violation of the foregoing rule and return
                           them to the Employer or Employee to the extent
                           permitted by the Limited Return of Contributions
                           paragraph of Section 18 below.

                  (b)      Overriding Minimum Benefit. Notwithstanding,
                           contributions shall be permitted on behalf of Key
                           Employees if the Employer also maintains a defined
                           benefit Plan which automatically provides a benefit
                           which satisfies the Code Section 416(c)(1) minimum
                           benefit requirements, including the adjustment
                           provided in Code Section 416(h)(2)(A), if applicable.
                           If the Plan is part of an aggregation group in which
                           a Key Employee is receiving a benefit and no minimum
                           is provided in any other Plan, a minimum contribution
                           of at least 3% of Taxable Income shall be provided to
                           the Participants specified in the preceding
                           paragraph. In addition, the Employer may offset a
                           defined benefit minimum by contributions (other than
                           contributions made by an Employer in accordance with
                           a Participant's salary deferral election for
                           contributions made by an Employer based upon the
                           amount contributed by a Participant) made to the
                           Plan.

                                       45

<PAGE>

         14.3     Special Vesting

                  If the Plan becomes Top Heavy after the Effective Date, all
                  Employees shall thereafter be fully vested in all Accounts.

                                       46

<PAGE>

15.      PLAN ADMINISTRATION

         15.1     Plan Delineates Authority and Responsibility

                  Plan fiduciaries include the Company, the Administrator, the
                  Committee, and/or the Trustee, as applicable, whose specific
                  duties are delineated in this Plan and on the accompanying
                  trust agreement. In addition, Plan fiduciaries also include
                  any other person to whom fiduciary duties or responsibility is
                  delegated with respect to the Plan. Any person or group may
                  serve in more than one fiduciary capacity with respect to the
                  Plan. To the extent permitted under ERISA Section 405, no
                  fiduciary shall be liable for a breach by another fiduciary.

         15.2     Fiduciary Standards

                  Each fiduciary shall:

                  (a)      discharge his or her duties in accordance with the
                           Plan and the Trust to the extent they are consistent
                           with ERISA;

                  (b)      use that degree of care, skill, prudence, and
                           diligence that a prudent person acting in a like
                           capacity and familiar with such matters would use in
                           the conduct of an enterprise of a like character and
                           with like aims;

                  (c)      act with the exclusive purpose of providing benefits
                           to Participants and their Beneficiaries and defraying
                           reasonable expenses of administering the Plan;

                  (d)      diversify Plan investments to the extent such
                           fiduciary is responsible for directing the investment
                           of Plan assets so as to minimize the risk of large
                           losses, unless under the circumstances it is clearly
                           prudent not to do so; and

                  (e)      treat similarly situated Participants and
                           Beneficiaries in a uniform and nondiscriminatory
                           manner.

         15.3     Company Is ERISA Plan Administrator

                  The Company is the Plan Administrator, within the meaning of
                  ERISA Section 3(16) and Code Section 414(g), which is
                  responsible for compliance with all reporting and disclosure
                  requirements, except those that are explicitly the
                  responsibility of the Trustee under applicable law. The
                  Administrator and/or Committee shall have any necessary
                  authority to carry out such functions through the actions of
                  the Administrator, duly appointed officers of the Company,
                  and/or the Committee.

         15.4     Administrator Duties

                  The Administrator shall have the sole and absolute discretion
                  to interpret the provisions of the Plan and the Trust, other
                  than the provisions which relate to the Trustee (including,
                  without limitation, by supplying omissions from, correcting

                                       47

<PAGE>

                  deficiencies in, or resolving inconsistencies or ambiguities
                  in the language of the Plan), to determine the rights and
                  status under the Plan of Participants and other persons, to
                  decide disputes arising under the Plan, and to make any
                  determination or findings with respect to the benefits payable
                  thereunder and the person entitled thereto as may be required
                  for the purpose of the Plan. In furtherance thereof, but
                  without limiting the foregoing, the Administrator is hereby
                  granted the following specific authorities which it shall
                  discharge in its sole and absolute discretion in accordance
                  with the terms of the Plan (as interpreted, to the extent
                  necessary, by the Administrator):

                  (a)      determine who is eligible to participate, if a
                           contribution qualifies as a rollover contribution,
                           the allocation of Contributions, and the eligibility
                           for loans, in-service withdrawals, and distributions;

                  (b)      determine the fact of a Participant's death and of
                           any Beneficiary's right to receive the deceased
                           Participant's interest based upon such proof and
                           evidence as it deems necessary;

                  (c)      establish and review at least annually a funding
                           policy bearing in mind both the short-run and
                           long-run needs and goals of the Plan; and to the
                           extent Participants may direct their own investments,
                           the funding policy shall focus on which Investment
                           Funds are available for Participants to use; and

                  (d)      adjudicate claims pursuant to the claims procedure
                           described in Section 18 below.

                  Actions taken in good faith by the Administrator shall be
                  conclusive and binding on all interested parties and shall be
                  given the maximum possible deference allowed by law.

         15.5     Advisors May be Retained

                  The Administrator may retain such agents and advisors
                  (including attorneys, accountants, actuaries, consultants,
                  record keepers, investment counsel, and administrative
                  assistants) as it considers necessary to assist it in the
                  performance of its duties. The Administrator shall also comply
                  with the bonding requirements of ERISA Section 412.

         15.6     Delegation of Administrator Duties

                  The Company, as Administrator of the Plan, has appointed a
                  Committee to administer the Plan on its behalf. The Company
                  shall provide the Trustee with the names and specimen
                  signatures of any persons authorized to serve as Committee
                  members and act as or on its behalf. Any Committee member
                  appointed by the Company shall serve at the pleasure of the
                  Company but may resign by written notice to the Company.
                  Committee members shall serve without compensation from the
                  Plan for such services. Except to the extent that the Company
                  otherwise

                                       48

<PAGE>

                  provides, any delegation of duties to a Committee shall carry
                  with it the full discretionary authority of the Administrator
                  to complete such duties.

         15.7     Committee Operating Rules

                  (a)      Actions of Majority. Any act delegated by the Company
                           to the Committee may be done by a majority of its
                           members. The majority may be expressed by a vote at a
                           meeting or in writing without a meeting, and a
                           majority action shall be equivalent to an faction of
                           all Committee members.

                  (b)      Meetings. The Committee shall hold meetings upon such
                           notice, place, and times as it determines necessary
                           to conduct its functions properly.

                  (c)      Reliance by Trustee. The Committee may authorize one
                           or more of its members to execute documents on its
                           behalf and may authorize one or more of its members
                           or other individuals who are not members to give
                           written direction to the Trustee in the performance
                           of its duties. The Committee shall provide such
                           authorization in writing to the Trustee with the name
                           and specimen signatures of any person authorized to
                           act on its behalf. The Trustee shall accept such
                           direction and rely upon it until notified in writing
                           that the Committee has revoked the authorization to
                           give such direction. The Trustee shall not be deemed
                           to be on notice of any change in the membership of
                           the Committee, parties authorized to direct the
                           Trustee in the performance of its duties, or the
                           duties delegated to and by the Committee until
                           notified in writing.

         15.8     Choice of Law

                  The construction, validity, and administration of this Plan
                  shall be governed by the laws of the State of Texas, except to
                  the extent such laws are not preempted by ERISA.

                                       49

<PAGE>

16.      MANAGEMENT OF INVESTMENTS

         16.1     Trust Agreement

                  All Plan assets shall be held by the Trustee in trust in
                  accordance with the trust agreement and with those provisions
                  of the Plan which relate to the Trustee for use in providing
                  Plan benefits and paying Plan fees and expenses not paid
                  directly by the Employer. Plan benefits shall be drawn solely
                  from the Trust and paid by the Trustee as directed by the
                  Administrator. Notwithstanding, the Company may appoint, with
                  the approval of the Trustee, another trustee to hold and
                  administer Plan assets which do not meet the requirements of
                  Section 16.2 below.

         16.2     Investment Funds

                  The Administrator is hereby granted authority to direct the
                  Trustee in the selection of one or more Investment Funds. The
                  number and composition of Investment Funds may be changed from
                  time to time without the necessity of amending the Plan. The
                  Trustee may establish reasonable limits on the number of
                  Investment Funds as well as the acceptable assets for any such
                  Investment Fund. Each of the Investment Funds may be comprised
                  of any of the following:

                  (a)      shares of a registered investment company, whether or
                           not the Trustee or any of its affiliates is an
                           advisor to or other service provider to such company,
                           provided an investment in such is exempt from the
                           prohibited transaction restrictions of the Code and
                           ERISA;

                  (b)      collective investment funds maintained by the Trustee
                           or any other fiduciary to the Plan which are
                           available for investment by trusts which are
                           qualified under Code Sections 401(a) and 501(a);

                  (c)      individual equity and fixed income securities which
                           are readily tradeable on the open market;

                  (d)      guaranteed investment contracts issued by a bank or
                           insurance company;

                  (e)      interest bearing deposits; and

                  (f)      Company stock.

                  Any Investment Fund assets invested in a collective investment
                  fund shall be subject to all the provisions of the instruments
                  establishing and governing such fund. These instruments,
                  including any subsequent amendments, are hereby adopted by the
                  Plan and are incorporated herein by reference.

                                       50

<PAGE>

         16.3     Authority to Hold Cash

                  The Trustee shall have the authority to cause the investment
                  manager of each Investment Fund to maintain sufficient deposit
                  or money market type assets in each Investment Fund to handle
                  the Fund's liquidity and disbursement needs.

         16.4     Trustee to Act Upon Instructions

                  The Trustee shall carry out instructions to invest assets in
                  the Investment Funds as soon as practicable after such
                  instructions are received from the Administrator,
                  Participants, or Beneficiaries. Such instructions shall remain
                  in effect until changed by the Administrator, Participants, or
                  Beneficiaries.

         16.5     Administrator Has Right to Vote Registered Investment Company
                  Shares

                  The Administrator shall be entitled, but not required, to vote
                  proxies or exercise any shareholder rights relating to shares
                  held on behalf of the Plan in a registered investment company.

         16.6     Authority to Segregate Assets

                  The Administrator may direct the Trustee to split an
                  Investment Fund into two or more funds in the event any assets
                  in the Fund are illiquid or the value is not readily
                  determinable. In the event of such segregation, the
                  Administrator shall give instructions to the Trustee on what
                  value to use for the split-off assets, and the Trustee shall
                  not be responsible for confirming such value.

         16.7     Maximum Permitted Investment in Company Stock

                  If the Company provides for a Company Stock fund, the fund
                  shall be comprised of Company Stock and sufficient deposit or
                  money market type assets to handle the funds liquidity in
                  disbursement needs. The fund may be as large as necessary to
                  comply with Participants' and Beneficiaries' investment
                  elections as well as the total investments of Participants'
                  Before - Tax Matched Account, Before Tax Non-Matched Account,
                  After-Tax Account, Company Matched Account, Profit Sharing
                  Account, and Rollover Account.

         16.8     Participants Have Right to Vote and Tender Company Stock

                  Each Participant or Beneficiary shall be entitled to instruct
                  the Trustee as to voting or tendering any full or partial
                  shares of Company Stock held on his or her behalf in the
                  Company Stock fund. Prior to such voting or tendering of
                  Company Stock, each Participant or Beneficiary shall receive a
                  copy of the proxy solicitation or other material relating to
                  such vote or tender decision and a form for the Participant or
                  Beneficiary to complete which confidentially instructs the
                  Trustee to vote or tender such shares in the manner indicated
                  by the Participant or Beneficiary. Upon receipt of such
                  instructions, the Trustee shall act with respect to such
                  shares as instructed.

                                       51

<PAGE>

                  With regard to shares of Company Stock for which the Trustee
                  receives no voting or tendering instructions from Participants
                  or Beneficiaries, the Trustee shall vote such shares in the
                  same proportions as the total company shares for which voting
                  or tendering instructions were received were voted.

         16.9     Registration and Disclosure for Company Stock

                  The Administrator shall be responsible for determining the
                  applicability (and if applicable, complying with) the
                  requirements of the Securities Act of 1933 as amended and any
                  State or other applicable Blue Sky law. The Administrator
                  shall also specify what restrictive legend or transfer
                  restriction, if any, is required to be set forth on the
                  certificates for the securities and the procedure to be
                  followed by the trustee to effectuate a resale of said
                  securities.

                                       52

<PAGE>

17.      RIGHTS, PROTECTION, CONSTRUCTION, AND JURISDICTION

         17.1     Plan Does Not Affect Employment Rights

                  The Plan does not provide any employment rights to any
                  Employee. The Employer expressly reserves the right to
                  discharge an Employee at any time, with or without cause,
                  without regard to the effect such discharge would have upon
                  the Employee's interest in the Plan.

         17.2     Compliance With USERRA

                  Notwithstanding any provision of the Plan to the contrary with
                  regard to an Employee who terminates employment with the
                  Employer and after serving in the uniformed services again
                  becomes an Employee, contributions shall be made and benefits
                  and service credit shall be provided with respect to his or
                  her qualified military service (as defined in USERRA) in
                  accordance with Code Section 414(u).

         17.3     Limited Return of Contributions

                  Except as provided in this paragraph, (1) Plan assets shall
                  not revert to the Employer nor be diverted for any purpose
                  other than the exclusive benefit of Participants or their
                  Beneficiaries; and (2) a Participant's vested interest shall
                  not be subject to divestment. As provided in ERISA Section
                  403(c)(2), the actual amount of a Contribution or portion
                  thereof made by the Employer (or the current value of such if
                  a net loss has occurred) may revert to the Employer if:

                  (a)      such Contribution or portion thereof is made by
                           reason of a mistake of fact:

                  (b)      initial qualification of the Plan under Code Section
                           401(a) is not received and a request for such
                           qualification is made within the time prescribed
                           under Code Section 401(b) (the existence of and
                           Contributions under the Plan are hereby conditioned
                           upon such qualification); or

                  (c)      such Contribution or portion thereof is not
                           deductible under Code Section 404 (such Contributions
                           are hereby conditioned upon such deductibility) in
                           the taxable year of the Employer for which the
                           Contribution is made.

                  The reversion to the Employer must be made (if at all) within
                  one year of the mistaken payment, the date of denial of
                  qualification, or the date of disallowance of deduction, as
                  the case may be. A Participant shall have no rights under the
                  Plan with respect to any such reversion.

         17.4     Assignment and Alienation

                  As provided by Code Section 401(a)(13) and to the extent not
                  otherwise required by law, no benefit provided by the Plan may
                  be anticipated, assigned, or alienated except:

                                       53

<PAGE>

                  (a)      to create, assign, or recognize a right to any
                           benefit with respect to a Participant pursuant to a
                           QDRO; or

                  (b)      to use a Participant's vested Account balance as
                           security for a loan from the Plan which is permitted
                           pursuant to Code Section 4975.

         17.5     Facility of Payment

                  If a Plan benefit is due to be paid to a minor or if the
                  Administrator reasonably believes that any payee is legally
                  incapable of giving a valid receipt and discharge for any
                  payment due him or her, the Administrator shall have the
                  payment of the benefit, or any part thereof, made to the
                  person (or persons or institution) whom it reasonably believes
                  is caring for or supporting the Payee unless it has received
                  due notice of claim therefor from a duly appointed guardian or
                  conservator of the Payee. Any payment shall, to the extent
                  thereof, be a complete discharge of any liability under the
                  Plan to the Payee.

         17.6     Reallocation of Lost Participant's Accounts

                  If the Administrator cannot locate a person entitled to
                  payment of a Plan benefit after a reasonable search, the
                  Administrator may at any time thereafter treat such person's
                  Account as forfeited and use such amount as described in
                  Section 8 above or to reduce Contributions made by an Employer
                  as soon as administratively feasible. If such person
                  subsequently presents the Administrator with a valid claim for
                  the benefit, such person shall be paid the amount treated as
                  forfeited, plus interest thereon at the rate of six percent
                  (6.0%) to the date of determination. The Administrator shall
                  pay the amount through an additional amount contributed by the
                  Employer or direct the Trustee to pay the amount from the
                  Forfeiture Account.

         17.7     Claims Procedure

                  (a)      Right to Make Claim. An interested party who
                           disagrees with the Administrator's determination of
                           his or her right to Plan benefits must submit a
                           written claim and exhaust this claim procedure before
                           legal recourse of any type is sought. The claim must
                           include the important issues the interested party
                           believes support the claim. The Administrator,
                           pursuant to the authority provided in the Plan, shall
                           either approve or deny the claim.

                  (b)      Process for Denying a Claim. The Administrator's
                           partial or complete denial of an initial claim must
                           include an understandable written response covering
                           (1) the specific reasons why the claim is being
                           denied (with reference to the pertinent Plan
                           provisions), and (2) the steps necessary to perfect
                           the claim and obtain a final review.

                  (c)      Appeal of Denial and Final Review. The interested
                           party may make a written appeal of the
                           Administrator's initial decision, and the
                           Administrator shall

                                       54

<PAGE>

                           respond in the same manner and form as prescribed for
                           denying a claim initially.

                  (d)      Time Frame. The initial claim, its review, appeal,
                           and final review shall be made in a timely fashion
                           subject to the following time table:

<TABLE>
<CAPTION>
              Action                         Days to Respond From Last Action
-----------------------------------------------------------------------------
<S>                                          <C>
Administrator determines benefit                           NA
Interested party files initial request                   60 days
Administrator's initial decision                         90 days
Interested party requests final review                   60 days
Administrator's final decision                           60 days
</TABLE>

                           However, the Administrator may take up to twice the
                           maximum response time for its initial and final
                           review if it provides an explanation within the
                           normal period of why an extension is needed and when
                           its decision shall be forthcoming.

         17.8     Construction

                  Headings are included for reading convenience. The text shall
                  control if any ambiguity or inconsistency exists between the
                  headings and the text. The singular and plural shall be
                  interchanged wherever appropriate. References to Participant
                  shall include Alternate Payee and/or Beneficiary when
                  appropriate and even if not otherwise already expressly
                  stated.

         17.9     Jurisdiction and Severability

                  The Plan and the accompanying trust agreement shall be
                  construed, regulated, and administered under ERISA and other
                  applicable federal laws, and where not otherwise preempted, by
                  the laws of the State of Utah. If any provision of the Plan
                  shall become invalid or unenforceable, that fact shall not
                  affect the validity or enforceability of any other provision
                  of the Plan. All provisions of the Plan shall be so construed
                  as to render them valid and enforceable in accordance with
                  their intent.

         17.10    Indemnification by Employer

                  The Employer hereby agrees to indemnify all Plan fiduciaries
                  against any and all liabilities resulting from any action or
                  inaction, (including a Plan termination in which the Company
                  fails to apply for a favorable determination from the Internal
                  Revenue Service with respect to the qualification of the Plan
                  upon its termination), in relation to the Plan (1) including
                  (without limitation) expenses reasonably incurred in the
                  defense of any claim relating to the Plan or its assets and
                  amounts paid in any settlement relating to the Plan or its
                  assets, but (2) excluding liability resulting from actions or
                  inactions made in bad faith or resulting from the negligence
                  or willful misconduct of the Trustee. The Company shall have
                  the right, but not the obligation,

                                       55

<PAGE>

                  to conduct the defense of any action to which this Section
                  applies. The Plan fiduciaries are not entitled to indemnity
                  from the Plan assets relating to any such action.

                                       56

<PAGE>

18.      AMENDMENT, MERGER, DIVESTITURES, AND TERMINATION

         18.1     Amendment

                  The Company reserves the right to amend the Plan at any time,
                  to any extent, and in any manner it may deem necessary or
                  appropriate. The Company shall be responsible for adopting any
                  amendments necessary to maintain the qualified status of the
                  Plan and the accompanying trust agreement under Code Sections
                  401(a) and 501(a). If the Committee is acting as the
                  Administrator in accordance with Section 15.6 above, it shall
                  have the authority to adopt Plan amendments which have no
                  substantial adverse financial impact upon any Employer or the
                  Plan. All interested parties shall be bound by any amendment
                  provided that no amendment shall:

                  (a)      become effective unless it has been adopted in
                           accordance with the procedures set forth in Section
                           18.5 below;

                  (b)      except to the extent permissible under ERISA and the
                           Code, make it possible for any portion of the Trust
                           assets to revert to an Employer or to be used for or
                           diverted to any purpose other than for the exclusive
                           benefit of Participants and Beneficiaries entitled to
                           Plan benefits and to defray reasonable expenses of
                           administering the Plan;

                  (c)      decrease the rights of any Employee to benefits
                           accrued (including the elimination of optional forms
                           of benefits) to the date on which the amendment is
                           adopted, or if later, the date upon which the
                           amendment becomes effective, except to the extent
                           permitted under ERISA and the Code; nor

                  (d)      permit an Employee to be paid any portion of his or
                           her Account subject to the distribution rules of Code
                           Section 401(k) unless the payment would otherwise be
                           permitted under Code Section 401(k)

         18.2     Merger

                  The Plan may not be merged or consolidated with nor may its
                  assets or liabilities be transferred to another Plan unless
                  each Participant and Beneficiary would, if the resulting Plan
                  were then terminated, receive a benefit just after the merger,
                  consolidation, or transfer which is at least equal to the
                  benefit which would be received if either Plan had terminated
                  just before such event.

         18.3     Divestitures

                  In the event of a sale by an Employer which is a corporation
                  of: (1) substantially all of the Employer's assets used in a
                  trade or business to an unrelated corporation, or (2) a sale
                  of such Employer's interest in a subsidiary to an unrelated
                  entity or individual, lump sum distributions shall be
                  permitted from the Plan, except as provided below to
                  Participants with respect to Employees who continue employment

                                       57

<PAGE>

                  with the corporation acquiring such assets or who continue
                  employment with such subsidiary, as applicable.

                  Notwithstanding, distributions shall not be permitted if the
                  purchaser agrees, in connection with the sale, to be
                  substituted as the Company as the sponsor of the Plan or to
                  accept a transfer in a transaction subject to Code Section
                  414(l)(1) of the assets and liabilities representing the
                  Participants' benefits into a Plan of the purchaser or a Plan
                  to be established by the purchaser.

         18.4     Plan Termination and Complete Discontinuance of Contributions

                  The Company may, at any time and for any reason, terminate the
                  Plan in accordance with the procedures set forth in Section
                  18.5 below, or completely discontinue contributions. Upon
                  either of these events or in the event of a partial
                  termination of the Plan within the meaning of Code Section
                  411(d)(3), the Accounts of each affected Employee who has not
                  yet incurred a Break in Service shall be fully vested.

                  In the event of the Plan's termination, if no successor Plan
                  is established or maintained, lump sum distributions shall be
                  made in accordance with the terms of the Plan as in effect at
                  the time of the Plan's termination or as thereafter amended
                  provided that a post-termination amendment shall not be
                  effective to the extent that it violates Section 18.1 above
                  unless it is required in order to maintain the qualified
                  status of the Plan upon its termination. The authority of the
                  Employer and of the Trustee under the accompanying trust
                  agreement shall continue beyond the Plan's termination date
                  until all Trust assets have been liquidated and distributed.

         18.5     Amendment and Termination Procedures

                  The following procedural requirements shall govern the
                  adoption of any amendment or termination (a "Change") of the
                  Plan:

                  (a)      The Company may adopt any Change by action of its
                           board of directors in accordance with its normal
                           procedures.

                  (b)      The Committee, if acting as Administrator in
                           accordance with Section 15.6 above, may adopt any
                           amendment within the scope of its authority provided
                           under Section 18.1 above and in the manner specified
                           in Section 15.7(a) above.

                  (c)      Any Change must be (1) set forth in writing, and (2)
                           signed and dated by an executive officer of the
                           Company, or in the case of an amendment adopted by
                           the Committee, at least one of its members.

                                       58

<PAGE>

                  (d)      If the effective date of any Change is not specified
                           in the document setting forth the Change, it shall be
                           effective as of the date it is signed by the last
                           person whose signature is required, except to the
                           extent that another effective date is necessary to
                           maintain the qualified status of the Plan and the
                           accompanying trust under Code Sections 401(a) and
                           501(a).

                  (e)      A copy of any Change shall be provided to the
                           Trustee.

                  (f)      No Change in the Plan affecting the Trustee in its
                           role as Trustee under the Plan or in any other
                           capacity shall become effective until it is accepted
                           in writing by the Trustee (which acceptance shall not
                           unreasonably be withheld).

         18.6     Termination of Employer's Participation

                  Any Employer may, at any time and for any reason, terminate
                  its Plan participation by action of its board of directors in
                  accordance with its normal procedures. Written notice of such
                  action shall be signed and dated by an executive officer of
                  the Employer and delivered to the Company. If the effective
                  date of such action is not specified, it shall be effective on
                  or ass soon as reasonably practicable after the date of
                  delivery. Upon the Employer's request, the Company may
                  instruct the Trustee and the Administrator to spin off all
                  affected Accounts and underlying assets into a separate
                  qualified Plan under which the Employer shall assume the
                  powers and duties of the Company. Alternatively, the Company
                  may continue to maintain the Accounts under the Plan.

         This amendment and restatement of the Central Freight Lines, Inc.,
401(k) Savings Plan, as set forth in this document, is hereby adopted this 30th
day of August, 2000, and effective on the date first written above.

                                             CENTRAL FREIGHT LINES, INC.

                                             By: /s/ Douglas E. Quicksall
                                                 -------------------------------
                                                    Douglas E. Quicksall
                                             Title: Executive Vice President and
                                                    Chief Financial Officer

                                       59