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                                                                   EXHIBIT 10.19

                              AMENDED AND RESTATED

                         BEARINGPOINT, INC. 401(k) PLAN

                        Effective as of October 23, 2002

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                              AMENDED AND RESTATED

                         BEARINGPOINT, INC. 401(k) PLAN

                                TABLE OF CONTENTS

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<S>          <C>                                                                              <C>
ARTICLE 1    TITLE AND PURPOSE.................................................................1

ARTICLE 2    DEFINITIONS.......................................................................1

ARTICLE 3    PARTICIPATION.....................................................................6

             Section 3.1.  Eligibility for Participation.......................................6

             Section 3.2.  Transfer to Affiliates..............................................7

ARTICLE 4    EMPLOYER CONTRIBUTIONS............................................................7

             Section 4.1.  Salary Reduction Contributions......................................7

             Section 4.2.  Employer Matching Contributions.....................................8

             Section 4.3.  Profit Sharing Contributions........................................9

ARTICLE 5    EMPLOYEE AND ROLLOVER CONTRIBUTIONS...............................................9

             Section 5.1.  Voluntary Contributions.............................................9

             Section 5.2.  Requirements for Rollover Contributions............................10

             Section 5.3.  Delivery of Rollover Contributions.................................10

ARTICLE 6    LIMITATIONS ON CONTRIBUTIONS.....................................................10

             Section 6.1.  Annual Limit on Salary Reduction Contributions.....................10

             Section 6.2.  Maximum Annual Additions Under Section 415 of the Code.............11

             Section 6.3.  Limits on Contributions for Highly Compensated Employees...........13

             Section 6.4.  Other Limitations on Employer Contributions........................19

ARTICLE 7    TRUST AND INVESTMENT FUNDS.......................................................19

             Section 7.1.  Trust..............................................................19

             Section 7.2.  Investment Funds...................................................19

ARTICLE 8    PARTICIPANT ACCOUNTS AND INVESTMENT ELECTIONS....................................20

             Section 8.1.  Participant Accounts and Investment Elections......................20

             Section 8.2.  Allocation of Fluctuation in Value of Investment Fund Assets.......21

             Section 8.3.  Determination of Net Worth of Investment Funds.....................22

             Section 8.4.  Allocations of Contributions Among Participants' Accounts..........22
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<S>          <C>                                                                              <C>
             Section 8.5.  Correction of Error................................................23

ARTICLE 9    WITHDRAWALS, LOANS AND DISTRIBUTIONS.............................................23

             Section 9.1.  Withdrawals Prior to Termination of Employment.....................23

             Section 9.2.  Loans to Participants..............................................26

             Section 9.3.  Distribution upon Termination of Employment........................28

             Section 9.4.  Payment of Small Account Balances..................................30

             Section 9.5.  Direct Rollover Option.............................................31

             Section 9.6.  Designation of Beneficiary.........................................32

             Section 9.7.  Missing Persons....................................................33

             Section 9.8.  Distributions to Minor and Disabled Distributees...................33

ARTICLE 10   SPECIAL PARTICIPATION AND DISTRIBUTION RULES RELATING TO REEMPLOYMENT
                OF TERMINATED EMPLOYEES AND EMPLOYMENT BY RELATED ENTITIES....................33

             Section 10.1.  Change of Employment Status.......................................33

             Section 10.2.  Reemployment of a Terminated Participant..........................34

             Section 10.3.  Employment by Related Entities....................................34

             Section 10.4.  Leased Employees..................................................34

             Section 10.5.  Reemployment of Veterans..........................................35

ARTICLE 11   SHAREHOLDER RIGHTS WITH RESPECT TO COMPANY STOCK.................................36

             Section 11.1.  Voting Shares of Company Stock....................................36

             Section 11.2.  Tender Offers.....................................................37

ARTICLE 12   ADMINISTRATION...................................................................38

             Section 12.1.  The Committee.....................................................38

             Section 12.2.  Claims Procedure..................................................40

             Section 12.3.  Procedures for Domestic Relations Orders..........................41

             Section 12.4.  Information from Participants and Beneficiaries...................41

             Section 12.5.  Notices to Participants, Etc......................................41

             Section 12.6.  Notices to Committee..............................................41

             Section 12.7.  Records...........................................................42

             Section 12.8.  Reports of Trustee and Accounting to Participants.................42

ARTICLE 13   PARTICIPATION BY OTHER EMPLOYERS.................................................42

             Section 13.1.  Adoption of Plan..................................................42
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<S>          <C>                                                                              <C>
             Section 13.2.  Exclusion from Participation......................................42

             Section 13.3.  Company as Agent for Employers....................................42

             Section 13.4.  Successor Employer................................................42

ARTICLE 14   MISCELLANEOUS....................................................................43

             Section 14.1.  Expenses..........................................................43

             Section 14.2.  Non-Assignability.................................................43

             Section 14.3.  Employment Non-Contractual........................................43

             Section 14.4.  Limitation of Rights..............................................43

             Section 14.5.  Merger or Consolidation with Another Plan.........................44

             Section 14.6.  Transfer of Assets from Trust.....................................44

             Section 14.7.  Transfer of Prior Plan Account Balances...........................44

             Section 14.8.  Gender and Plurals................................................44

             Section 14.9.  Applicable Law....................................................45

             Section 14.10. Severability......................................................45

             Section 14.11. No Guarantee......................................................45

             Section 14.12. Plan Voluntary....................................................45

ARTICLE 15   TOP-HEAVY PLAN REQUIREMENTS......................................................45

             Section 15.1.  Top-Heavy Plan Determination......................................45

             Section 15.2.  Definitions and Special Rules.....................................45

             Section 15.3.  Minimum Contribution for Top-Heavy Years..........................48

             Section 15.4.  Special Rules for Applying Statutory Limitations on Benefits......48

ARTICLE 16   AMENDMENT, ESTABLISHMENT OF SEPARATE PLAN AND TERMINATION........................49

             Section 16.1.  Amendment.........................................................49

             Section 16.2.  Establishment of Separate Plan....................................49

             Section 16.3.  Full Vesting upon Termination of Participation or Partial
                               Termination of the Plan........................................50

             Section 16.4.  Distribution upon Termination of the Plan.........................50

             Section 16.5.  Trust Fund to Be Applied Exclusively for Participants and Their
                               Beneficiaries..................................................51
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                                      iii

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                                    ARTICLE 1

                                TITLE AND PURPOSE

          The title of this Plan shall be the "Amended and Restated
BearingPoint, Inc. 401(k) Plan" (the "Plan"). This Plan is designated as a
"profit sharing plan" within the meaning of section 1.401-1(a)(2)(ii) of the
Regulations.

                                    ARTICLE 2

                                   DEFINITIONS

          As used herein, the following words and phrases shall have the
following respective meanings when capitalized:

          (1) Account. The aggregate of a Participant's Salary Reduction
     Account, Matching Account, Profit Sharing Account, Voluntary Contribution
     Account and Rollover Account, including any loan subaccount established
     pursuant to Section 9.2.

          (2) Affiliate. (a) A corporation that is a member of the same
     controlled group of corporations (within the meaning of section 414(b) of
     the Code) as an Employer, (b) a trade or business (whether or not
     incorporated) under common control (within the meaning of section 414(c) of
     the Code) with an Employer, (c) any organization (whether or not
     incorporated) that is a member of an affiliated service group (within the
     meaning of section 414(m) of the Code) that includes an Employer, a
     corporation described in clause (a) of this subdivision or a trade or
     business described in clause (b) of this subdivision, or (d) any other
     entity that is required to be aggregated with the Employer pursuant to
     Regulations promulgated under section 414(o) of the Code.

          (3) Authorized Absence. Absence without pay authorized by an Employer
     under its then effective personnel policy or special authorization if the
     Employee's name is retained on the Employer's current payroll records.

          (4) Beneficiary. The person or persons entitled under Section 9.6 to
     receive benefits in the event of the death of a Participant.

          (5) Code. The Internal Revenue Code of 1986, as amended.

          (6) Committee. The Committee that is appointed by the Company pursuant
     to Section 12.1 to administer the Plan.

          (7) Company. BearingPoint, Inc., a Delaware corporation, (previously
     KPMG Consulting, Inc.) and any successor to such corporation that adopts
     the Plan pursuant to Section 13.4.

          (8) Company Stock. Common stock of the Company.

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          (9) Compensation. The total earnings paid in cash to an Employee by an
     Employer while such person is an Eligible Employee and properly reportable
     on Form W-2 for a Plan Year including bonuses and overtime, increased by
     amounts that would have been so paid and reported but for the Employee's
     election to have his compensation reduced pursuant to a qualified cash or
     deferred arrangement described in section 401(k) of the Code, a cafeteria
     plan as defined in section 125 of the Code or a qualified transportation
     fringe under section 132(f) of the Code. An Employee's Compensation in
     excess of (i) for the Plan Year commencing February 1, 2000, $160,000 (or a
     pro-rated portion if such Plan Year is less than 12 months) and (ii) for
     all subsequent Plan Years, the amount prescribed by section 401(a)(17) of
     the Code (as adjusted for increases in the cost of living in accordance
     with section 401(a)(17)(B) of the Code), shall not be taken into account
     for any purposes under the Plan.

          (10) Effective Date. The effective date of the Plan with respect to
     the Company shall be February 1, 2000, and in the case of any other
     Employer shall be the effective date as of which the Plan is adopted by
     such Employer.

          (11) Eligible Employee. Except as provided below, an Employee (i) the
     terms of whose employment are not subject to a collective bargaining
     agreement and (ii) who is not a nonresident alien (within the meaning of
     section 7701(b)(1)(B) of the Code). Notwithstanding the foregoing, an
     individual shall not be an Eligible Employee (regardless of such
     individual's status under common law) if such individual (a) is compensated
     solely by retainer fee or by any form of compensation other than salary,
     wages, bonuses or profit participation, (b) is on temporary assignment from
     an Affiliate (c) is a leased employee or (d) performs services for an
     Employer pursuant to an agreement (written or oral) that classifies such
     individual as an independent contractor or as an employee of another
     entity, or that otherwise contains a waiver of participation in this Plan.

          (12) Employee. An individual whose relationship with an Employer is,
     under common law, that of an employee.

          (13) Employer. The Company and any other entity that, with the consent
     of the Company, elects to participate in the Plan in the manner described
     in Section 13.1 and any successor entity that adopts the Plan pursuant to
     Section 13.4. If any such entity withdraws or is excluded from
     participation in the Plan pursuant to Section 13.2, or terminates its
     participation in the Plan pursuant to Section 16.4, such entity shall
     thereupon cease to be an Employer.

          (14) ERISA. The Employee Retirement Income Security Act of 1974, as
     amended.

          (15) Hours of Service.

          (a)  Each hour for which an Employee:

                                       2

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               (1)  is paid, directly or indirectly, or entitled to payment, for
                    the performance of duties for an Employer during the
                    applicable computation period;

               (2)  is paid, directly or indirectly, or entitled to payment, by
                    an Employer on account of a period of time during which no
                    duties are performed (irrespective of whether the employment
                    relationship has terminated) due to vacation, holiday,
                    illness, incapacity (including disability), layoff, jury
                    duty, military duty or leave of absence, except that:

                    (i)  no more than 501 hours shall be credited to an Employee
                         on account of any single continuous period during which
                         the Employee performs no duties (whether or not such
                         period occurs in a single computation period); and

                    (ii) no credit shall be given for any hour attributable,
                         directly or indirectly, to a payment made or due under
                         a plan maintained solely for the purpose of complying
                         with applicable workers' compensation, unemployment
                         compensation or disability insurance laws, or to
                         reimburse an Employee for medical or medically related
                         expenses incurred by the Employee;

               (3)  receives back pay, irrespective of mitigation of damages,
                    under an award or an agreement with an Employer. No hour
                    shall be credited under both this subsection (3) and under
                    subsection (1) or subsection (2), as the case may be. In
                    addition, hours credited under this subsection which are
                    attributable to periods referred to in subsection (2) shall
                    be subject to the limitations set forth in that subsection;
                    and

               (4)  is normally scheduled to work during a period when the
                    Employee is absent from employment with an Employer for
                    voluntary or involuntary military service with the armed
                    forces of the United States, provided that such Employee
                    returns to work within 90 days after his discharge date or
                    such longer period of time as may be prescribed by the
                    Uniformed Services Employment and Reemployment Rights Act of
                    1994 ("USERRA").

          (b)  For purposes of this Section, a Participant who is absent from
               work for maternity or paternity reasons shall receive credit for
               the hours of service for which he would normally have received
               credit but for such absence, up to a maximum of 501 hours. An
               absence from work for maternity or paternity reasons means an
               unauthorized absence because of the Participant's pregnancy, the
               birth of a child of the Participant, the placement of a child
               with the Participant in connection with the Participant's
               adoption of such

                                       3

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               child, or for purposes of caring for such child immediately
               following its birth or adoption placement. The computation period
               to which such hours of service are to be credited shall be:

                    (i)  the 12-consecutive-month period beginning on the annual
                         anniversary of the Employee's date of hire in which the
                         absence from work begins if such crediting is necessary
                         to prevent the Participant from incurring a One-Year
                         Break in Service; or

                    (ii) the immediately following 12-consecutive-month period
                         in any other case.

A Participant shall not receive credit for Years of Service for the hours of
service credited for maternity or paternity leave for any purpose of the Plan
other than determining whether a One-Year Break in Service has occurred. This
subsection shall not in any way be deemed to grant any rights to maternity or
paternity leave.

For purposes of determining the number of Hours of Service to be credited to an
Employee, (i) an Employee who is compensated on an hourly basis shall be
credited with hours of service based on records maintained by the Employee's
Employer of the actual hours for which the Employee is compensated and (ii) an
Employee who is not compensated on an hourly basis shall be credited with 45
Hours of Service for each week for which the Employee would be required to be
credited with at least one Hour of Service under Department of Labor Regulation
(S)2530.200b-2. The special rules provided in Department of Labor ("DOL")
Regulation section 2530.200b-2(b) and (c) shall be used to determine the number
of hours to be credited for periods during which no duties are performed and for
back pay awards, and the computation periods to which they are to be credited
under subsections (2) and (3).

          (16) Matching Account. The account established pursuant to Section 8.1
     to which any employer matching contributions made on behalf of a
     Participant pursuant to Section 4.2 and earnings (or losses) thereon are
     credited.

          (17) Military Service. (a) Service on active duty, in time of national
     or local emergency, in the armed forces of the United States or of any
     State thereof; (b) service in the armed forces of the United States or of
     any State thereof under any compulsory service law; or (c) service in the
     armed forces of the United States or any of its allies in time of war in
     which the United States is engaged.

          (18) One-Year Break in Service. An eligibility or vesting computation
     period in which an Employee has not completed more than 500 Hours of
     Service. Solely for the purpose of determining whether an Employee has
     incurred a One-Year Break in Service, Hours of Service shall be counted for
     a temporary leave of absence or a maternity or paternity absence.

          "Temporary leave of absence" means an unpaid temporary cessation from
active employment pursuant to a temporary layoff, illness, disability, military
service or leave of

                                       4

<PAGE>

absence granted under a nondiscriminatory leave policy, whether occasioned by
illness, military service, or any other reason.

          A "maternity or paternity absence" shall mean an absence from work for
any period by reason of the Employee's pregnancy, birth of Employee's child,
placement of a child with the Employee in connection with the adoption of such
child, or any absence for the purpose of caring for such child for a period
immediately following such birth or placement.

          Hours of Service shall be credited for the Plan Year in which the
absence from work begins only if credit therefor is necessary to prevent the
Employee from incurring a One-Year Break in Service, or, in any other case, in
the immediately following Plan Year. The Hours of Service credited for a
maternity or paternity absence shall be those which would normally have been
credited but for such absence, or, in any case in which the Trustee is unable to
determine such hours normally credited, eight (8) Hours of Service per day. The
total Hours of Service required to be credited for a maternity or paternity
absence shall not exceed 501.

          (19) Participant. An Eligible Employee who has satisfied the
     requirements set forth in Article 3. An individual shall cease to be a
     Participant upon the complete distribution of the Participant's Account
     under the Plan.

          (20) Plan. The plan herein set forth, as from time to time amended.

          (21) Plan Year. The period commencing on February 1, 2000 and ending
     on April 30, 2000, and each subsequent 12 consecutive month period
     beginning on May 1, and ending on the next April 30.

          (22) Prior Plan. The KPMG 401(k) Plan, as in effect on February 1,
     2000.

          (23) Prior Plan Participant. A participant in the KPMG 401(k) Plan
     who, on the Effective Date, became an Employee of an Employer.

          (24) Profit Sharing Account. The account established pursuant to
     Section 8.1 to which any profit sharing contributions made on behalf of a
     Participant pursuant to Section 4.3, if any, and any earnings (or losses)
     thereon are credited.

          (25) Regulations. Written promulgations of the Department of Labor
     construing Title I of ERISA or the Internal Revenue Service construing the
     Code.

          (26) Rollover Account. The account established pursuant to Section 8.1
     to which a Participant's rollover contributions pursuant to Section 5.2, if
     any, and any earnings (or losses) thereon are credited.

          (27) Salary Reduction Account. The account established pursuant to
     Section 8.1 to which a Participant's salary reduction contributions and
     Catch-Up Contributions pursuant to Section 4.1, if any, and any earnings
     (or losses) thereon are credited.

          (28) Trust. The Trust created by agreement between the Company and the
     Trustee, as from time to time amended.

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          (29) Trust Fund. All money and property of every kind of the Trust
     held by the Trustee pursuant to the terms of the agreement governing the
     Trust.

          (30) Trustee. The trustee provided for in Article 6, or any successor
     trustee or, if there is more than one trustee acting at any time, all of
     such trustees collectively.

          (31) Valuation Date. Each day on which the New York Stock Exchange is
     open for trading.

          (32) Voluntary Contribution Account. The account established pursuant
     to Section 8.1 to which a Participant's after-tax voluntary employee
     contributions pursuant to Section 5.1, if any, and any amounts
     recharacterized as after-tax contributions pursuant to Section 6.3(e)(1)(B)
     and any earnings (or losses) thereon are credited.

          (33) Year of Service. A twelve (12) consecutive-month period during
     which an Employee is credited with at least one thousand (1,000) Hours of
     Service, including periods prior to the effective date of the Plan. For
     purposes of determining an Employee's eligibility for participation in the
     Plan and vesting, the initial twelve (12) consecutive-month period shall
     begin on the first day on which such Employee is credited with an Hour of
     Service, and subsequent twelve (12) consecutive-month periods shall begin
     on anniversaries thereof.

          If prior to becoming a Participant, an Employee incurs a One-Year
     Break in Service and if his number of consecutive One-Year Breaks in
     Service exceeds the greater of the number of Years of Service he was
     credited with prior to such Breaks in Service, and five (5), then if he
     again becomes an Employee, his prior service shall be disregarded, and the
     initial computation period for determining his eligibility for
     participation following such One-Year Breaks in Service begin on the date
     such Employee first completes an Hour of Service following such One-Year
     Breaks in Service.

          Notwithstanding the foregoing, a Prior Plan Participant's Years of
     Service shall include Years of Service as determined under the Prior Plan
     as in effect immediately prior to the Effective Date.

                                    ARTICLE 3

                                  PARTICIPATION

          Section 3.1. Eligibility for Participation. An Eligible Employee who
is regularly scheduled to work 1,000 or more Hours of Service in a year shall
become a Participant in the Plan as soon as administratively feasible following
such Employee's commencement of employment, but in no event later than 30 days
after the date on which the Eligible Employee commences employment. Each
Eligible Employee regularly scheduled to work less than 1,000 Hours of Service
in a year shall become a Participant in the Plan as soon as administratively
feasible following the date on which he has completed one Year of Service for
eligibility

                                       6

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purposes but in no event later than 30 days following such date. If such
Employee's work hours are increased to 1,000 or more Hours of Service in a year,
he shall become a Participant as soon as administratively feasible following
such change in work schedule, but in no event later than 30 days following such
change. Notwithstanding the foregoing, each individual who was an Eligible
Employee on the Effective Date and who was a Prior Plan Participant immediately
before the Effective Date became a Participant in the Plan as of the Effective
Date.

          Section 3.2. Transfer to Affiliates. Subject to Section 14.6, if a
Participant is transferred from one Employer to another Employer or from an
Employer to an Affiliate that is not an Employer, such transfer shall not
terminate the Participant's participation in the Plan and such Participant shall
continue to participate in the Plan until an event occurs that would have
terminated his participation had he continued in the service of an Employer
until the occurrence of such event; provided, however, that a Participant shall
not be entitled to make salary reduction contributions to the Plan during any
period of employment by any Affiliate that is not a participating Employer.
Periods of employment with an Affiliate that is not a participating Employer
shall be taken into account only to the extent set forth in Section 10.3.
Payments received by a Participant from an Affiliate that is not a participating
Employer shall not be treated as Compensation for any purposes under the Plan.

                                   ARTICLE 4

                             EMPLOYER CONTRIBUTIONS

          Section 4.1. Salary Reduction Contributions.

          (a) Initial Election. A Participant who is an Eligible Employee may
elect to have salary reduction contributions made under the Plan on his behalf
by filing a written application with the Participant's Employer, or by enrolling
through such other means as the Committee may prescribe, specifying his chosen
rate of such contributions, which shall be a whole percentage not less than 1%
nor more than 50% of the Participant's Compensation, and specifying the
Participant's investment elections as described in Section 8.1(b). The Committee
shall prescribe rules regarding the date and time by which any such election
must be made in order to be applicable for a particular payroll period. Such
election shall authorize the Participant's Employer to reduce the Participant's
Compensation by the percentage specified by the Participant in such election.

          Notwithstanding the foregoing, an Eligible Employee who is a Prior
Plan Participant immediately before the Effective Date and for whom a salary
reduction agreement was then in effect under the Prior Plan shall be deemed to
have elected to have salary reduction contributions made on the Employee's
behalf as of the Effective Date at a rate equal to the "Prior Deferral Amount"
and to have his or her Compensation reduced by such amount. For purposes of this
paragraph, the "Prior Deferral Amount" means: (i) in the case of such a Prior
Plan Participant who was an employee of KPMG LLP immediately before the
Effective Date, the percentage of Compensation specified in such Participant's
salary reduction agreement as in effect prior the Effective Date pursuant to
Section 3.03 of the Prior Plan, and (ii) in the case of

                                       7

<PAGE>

such a Prior Plan Participant who was a Member of KPMG LLP immediately before
the Effective Date, 5% of the Participant's Compensation.

          (b) Changes in the Rate or Suspension of Salary Reduction
Contributions. A Participant's salary reduction contributions shall continue in
effect at the rate designated or deemed to have been designated by a Participant
pursuant to subsection (a) until the Participant changes such designation or
suspends such contributions. A Participant may elect to change such designation
or suspend contributions as of such time and in such manner as may be prescribed
by the Committee. The Committee shall prescribe rules regarding the date and
time by which any such election to change or suspend must be made in order to be
applicable for a particular payroll period. A Participant who has ceased salary
reduction contributions pursuant to this subsection may resume salary reduction
contributions by making an election in the time and manner prescribed by the
Committee.

          (c) Employer Contributions. Subject to the limitations set forth in
Article 6, each Employer shall contribute on behalf of each Participant who is
an Employee of such Employer and who has elected to have salary reduction
contributions or Catch-Up Contributions made hereunder an amount equal to the
percentage of such Participant's Compensation for each payroll period as
designated by the Participant in accordance with his election made pursuant to
subsections (a), (b), or (d) of this Section. Salary reduction contributions and
Catch-Up Contributions pursuant to this Section shall be delivered to the
Trustee during the month, or as soon as practicable (but in no event later than
the 15th business day) after the end of the month in which such contribution
would otherwise have been paid to the Participant as cash compensation.

          (d) Catch-up Contributions. Effective for Plan Years beginning on or
after May 1, 2002, all Employees who are eligible to make salary reduction
contributions under this Plan and who have attained age 50 before the close of
the Plan Year shall be eligible to make catch-up contributions in accordance
with, and subject to the limitations of, section 414(v) of the Code ("Catch-Up
Contributions"). Catch-Up Contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of
sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to
satisfy the provisions of the Plan implementing the requirements of sections
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by
reason of the making of Catch-Up Contributions.

          Section 4.2. Employer Matching Contributions. Subject to the
limitations set forth in Article 6, an Employer, in its sole discretion, may
elect contribute for each Plan Year on behalf of each Participant who (i) made
salary reduction contributions for the Plan Year and (ii) is employed on the
last day of such Plan Year, such amount as the Employer may determine. Matching
contributions shall be stated as a percentage or percentages of the
Participant's salary reduction contributions. The Employer shall designate the
percentage or percentages for the Plan Year and may limit the amount or
percentage of salary reduction contributions to be matched.

          Employer matching contributions shall be made in cash or in the form
of shares of Company Stock, or both, as the case may be. If any such Employer
matching contributions are made by the delivery of certificates of shares of
Company Stock, such stock shall be valued as of the day preceding the day on
which such Employer matching contributions are delivered to the

                                       8

<PAGE>

Trustee at the closing sales price of the Company Stock as reflected on the
consolidated tape of the principal exchange on which such stock is traded, or,
if there are no sales on such date, the closing sales price on the most recent
trading day prior thereto.

          Employer matching contributions for any Plan Year may be delivered to
the Trustee in one or more installments, and shall be delivered to the Trustee
prior to the due date, including extensions thereof, of the Employer's federal
income tax return for the fiscal year of the Employer that ends with or within
such Plan Year.

          Section 4.3. Profit Sharing Contributions. Subject to the limitations
set forth in Article 6, each Employer, in its sole discretion, may elect to
contribute for a Plan Year on behalf of its Eligible Employees who are
Participants and who are employed on the last day of such Plan Year such amount
as the Company may determine.

          Employer profit sharing contributions for any Plan Year may be
delivered to the Trustee in one or more installments, and shall be delivered to
the Trustee prior to the due date, including extensions thereof, of the
Employer's federal income tax return for the fiscal year of the Employer that
ends with or within such Plan Year.

                                    ARTICLE 5

                       EMPLOYEE AND ROLLOVER CONTRIBUTIONS

          Section 5.1. Voluntary Contributions.

          (a) Initial Election. An Eligible Employee may elect, in the same
manner and within the same timer periods as set forth in Section 4.1 to make
after-tax voluntary contributions under the Plan. The aggregate amount of a
Participant's salary reduction contributions and after-tax voluntary
contributions for all Plan Years for a Participant shall not exceed 50% of his
aggregate Compensation received while a Participant in this Plan, the KPMG
401(k) Plan, and the PMM & Co. Pension Plan for Partners and Employees.
After-tax voluntary contributions shall be effected by payroll deductions made
each pay period, on an after-tax basis.

          (b) Changes in the Rate or Suspension of After-tax Voluntary
Contributions. A Participant's after-tax voluntary contributions shall continue
in effect at the rate designated by a Participant pursuant to subsection (a)
until the Participant changes such designation or suspends such contributions. A
Participant may elect to change such designation or suspend contributions as of
such time and in such manner as may be prescribed by the Committee. The
Committee shall prescribe rules regarding the date and time by which any such
election to change or suspend must be made in order to be applicable for a
practical payroll period. A Participant who has ceased after-tax voluntary
contributions pursuant to this subsection may resume after-tax voluntary
contributions by making an election in the time and manner prescribed by the
Committee.

                                       9

<PAGE>

          Section 5.2. Requirements for Rollover Contributions. If a Participant
receives an eligible rollover distribution (within the meaning of section
402(c)(4) of the Code) from a qualified trust (within the meaning of section
402(c)(8)(A) of the Code, but excluding a trust which forms part of a plan
maintained by an entity with respect to which the Participant is a 5%-owner
(within the meaning of section 416(i) of the Code) at the time such distribution
is made or at any time during the five Plan Years preceding the Plan Year in
which the distribution is made), then such Participant may contribute to this
Plan an amount which does not exceed the amount of such eligible rollover
distribution. If a Participant receives a distribution or distributions from an
individual retirement account (within the meaning of section 408 of the Code)
and the amount received represents the entire amount in such account and no
amount in such account is attributable to any source other than an eligible
rollover distribution and any earnings on such a rollover contribution, then
such Participant may contribute to this Plan such distribution or distributions.

          Notwithstanding the foregoing, effective on or after May 1, 2002, the
Plan will also accept eligible rollover distributions from a qualified plan
described in section 401(a) or 403(a) of the Code, excluding after-tax employee
contributions; an annuity contract described in section 403(b) of the Code,
excluding after-tax employee contributions; and an eligible plan under section
457(b) of the Code, which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state. The Plan will also accept a Participant rollover contribution of the
portion of a distribution from an individual retirement account or annuity
described in section 408(a) or 408(b) of the Code that is eligible to be rolled
over and would otherwise be includible in gross income.

          Section 5.3. Delivery of Rollover Contributions. Any rollover
contribution pursuant to this Section shall be delivered by the Participant to
the Committee and by the Committee to the Trustee on or before the 60th day
after the day on which the Participant receives the distribution, or on or
before such later date as may be prescribed by law. Any such contribution must
be accompanied by such information and certifications that the Committee may
require. Notwithstanding the foregoing, the Committee shall not accept a
rollover contribution if in its judgment accepting such contribution would cause
the plan to violate any provision of the Code or Regulations.

                                   ARTICLE 6

                          LIMITATIONS ON CONTRIBUTIONS

          Section 6.1. Annual Limit on Salary Reduction Contributions.

          (a) General Rule. Notwithstanding the provisions of Section 4.1, a
Participant's salary reduction contributions made pursuant to such Section for
any calendar year shall not exceed (i) for the Plan Year commencing February 1,
2000, $10,000 or (ii) for each subsequent Plan Year, the dollar limit prescribed
by section 402(g) of the Code (as adjusted for increases in the cost-of-living
in accordance with section 402(g)(4) of the Code), plus any additional salary

                                       10

<PAGE>

reduction contributions permitted under Section 4.1(d) and section 414(v) of the
Code if applicable.

          (b) Distribution of Excess Salary Reduction Contributions. With
respect to any Participant, if for any calendar year the salary reduction
contributions to this Plan or the aggregate of salary reduction contributions to
this Plan plus amounts contributed under other plans or arrangements described
in sections 401(k), 403(b), 408(k) or 408(p) of the Code will exceed the limit
imposed by subsection (a) of this Section for the calendar year in which such
contributions were made ("excess deferrals"), such Participant shall, pursuant
to such rules and at such time following such calendar year as determined by the
Committee, be allowed to submit a written request that the excess deferrals,
plus any income and minus any loss allocable thereto, be distributed to the
Participant. The amount of any income or loss allocable to such excess deferrals
shall be determined pursuant to Regulations. Such amount of excess deferrals, as
adjusted for income or loss, shall be distributed to the Participant no later
than April 15 following the calendar year for which such contributions were
made. Notwithstanding the provisions of this paragraph, any such excess
deferrals shall be treated as "annual additions" for purposes of Section 6.2 for
the limitation year in which such contributions were made. The amount of excess
deferrals that may be distributed under this paragraph (b) with respect to a
Participant for a taxable year shall be reduced by any amounts previously
distributed or recharacterized pursuant to Section 6.3(e) of the Plan with
respect to such Participant for the Plan Year beginning with or within such
taxable year.

          Section 6.2. Maximum Annual Additions Under Section 415 of the Code.
Notwithstanding any other provision of the Plan, the amounts allocated to the
Account of each Participant for any limitation year shall be limited so that the
aggregate annual additions for such Plan Year to the Participant's Account in
this Plan and in all other defined contribution plans in which he is a
participant shall not exceed the lesser of:

               (I) $30,000 (as adjusted for increases in the cost-of-living
          pursuant to section 415(d) of the Code) and

               (II) 25% of the Participant's compensation for such limitation
          year.

     Effective for limitation years beginning on or after January 1, 2002, the
reference to "$30,000" in this Section 6.2 shall be replaced with "$40,000," and
the reference to "25%" in this Section 6.2 shall be replaced with "100%", except
to the extent permitted under Section 6.1 and section 414(v) of the Code, if
applicable. The 100% compensation limit referred to in paragraph (II) above
shall not apply to any contribution for medical benefits after separation from
service (within the meaning of section 401(h) of the Code or section 419A(f)(2)
of the Code) which is otherwise treated as an annual addition.

     If the annual additions to a Participant's Account exceed the limitations
set forth above for any limitation year (I) as a result of a reasonable error in
estimating a Participant's annual compensation, (II) as a result of a reasonable
error in determining the amount of elective deferrals that may be made by a
Participant under section 415 of the Code or (III) under other limited facts and
circumstances as determined by the Commissioner of Internal Revenue, the

                                       11

<PAGE>

Committee shall cause to be reduced the amounts to be allocated to such
Participant's Account for such year to the extent of the excess in the manner
described below:

          (a) first, by reducing the amount of the Participant's after-tax
     voluntary contributions plus earnings on such contributions;

          (b) second, by reducing the amount of the Participant's salary
     reduction contributions and corresponding matching contributions allocated
     to his Account, plus earnings on such contributions; and

          (c) third, by reducing the profit sharing contribution allocated to
     his Account, plus earnings on such contribution.

Any salary reduction contributions so reduced, plus earnings thereon, shall be
distributed to the Participant. Any matching contributions, and profit sharing
contributions so reduced shall be held in a segregated suspense account and
shall be treated in the next limitation year as Employer matching contributions
or profit sharing contributions, as the case may be, thereby reducing amounts
actually contributed by the Employers for such year. Upon termination of the
Plan, any balance in such suspense account shall be returned to each Employer in
the amount determined by the Committee, but only if the allocation upon Plan
termination of such amount to Participants would cause all Participants to
receive annual additions in excess of the limitations of section 415 of the
Code.

          The "annual additions" for a Plan Year to a Participant's Account in
this Plan and in any other defined contribution plan is the sum for such
limitation year of--

          (i) the amount of Employer contributions (including salary reduction
     contributions) allocated to such Participant's accounts,

          (ii) the amount of forfeitures allocated to such Participant's
     accounts,

          (iii) the amount allocated to any individual medical benefit account
     (as defined in section 415(l) of the Code) maintained on behalf of the
     Participant, and

          (iv) the amount of contributions by the Participant to any such plan,
     but excluding any rollover contribution made thereto.

     For purposes of this Section, the "limitation year" shall be the calendar
year until December 31, 2002. Effective January 1, 2003, the "limitation year"
shall be the period between January 1, 2003 and April 30, 2003. Effective May 1,
2003, the "limitation year" shall be the Plan Year. The terms "compensation,"
"defined contribution plan," "defined benefit plan" and "year of service" shall
have the meanings set forth in section 415 of the Code and the Regulations
promulgated thereunder, and a Participant's Employer shall include entities that
are members of the same controlled group (within the meaning of section 414(b)
of the Code as modified by section 415(h) of the Code) or affiliated service
group (within the meaning of section 414(m) of the Code) as his Employer or
under common control (within the meaning of

                                       12

<PAGE>

section 414(c) of the Code as modified by section 415(h) of the Code) with his
Employer or such entities.

     Effective for the limitation year beginning January 1, 2003 and ending
April 30, 2003, the amounts allocated to the Account of each Participant for
such limitation year shall be limited so that the aggregate annual additions for
such limitation year to the Participant's Account in this Plan and in all other
defined contribution plans in which he is a participant shall not exceed
one-third (1/3) of the lesser of the limits referred to in Paragraphs (I) and
(II) above.

          Section 6.3. Limits on Contributions for Highly Compensated Employees.

          (a) Actual Deferral Percentage Test Imposed by Section 401(k)(3) of
the Code. Notwithstanding the provisions of Section 4.1, if the salary reduction
contributions made pursuant to such Section for a Plan Year fail to satisfy both
of the tests set forth in paragraphs (1) and (2) of this subsection, the
adjustments prescribed in paragraph (1) of subsection (e) of this Section shall
be made.

          (1) The HCE average deferral percentage does not exceed the product of
     the NHCE average deferral percentage multiplied by 1.25.

          (2) The HCE average deferral percentage (i) does not exceed the NHCE
     average deferral percentage by more than two percentage points and (ii)
     does not exceed two times the NHCE average deferral percentage.

          (b) Actual Contribution Percentage Test Imposed by Section 401(m) of
the Code. Notwithstanding the provisions of Sections 5.1 and 4.2, if the
after-tax voluntary contributions made pursuant to Section 5.1 and the matching
contributions made pursuant to Section 4.2 fail to satisfy both of the tests set
forth in paragraphs (1) and (2) of this subsection, the adjustments prescribed
in paragraph (2) of subsection (e) of this Section shall be made.

          (1) The HCE average contribution percentage does not exceed the
     product of the NHCE average contribution percentage multiplied by 1.25.

          (2) The HCE average contribution percentage (i) does not exceed the
     NHCE average contribution percentage by more than two percentage points and
     (ii) does not exceed two times the NHCE average contribution percentage.

          (c) Aggregate Limit on Contributions. Notwithstanding anything herein
to the contrary, if the sum of the HCE average deferral percentage (as
determined under paragraph (1) of subsection (e) of this Section after making
the adjustments required by such paragraph for the Plan Year) and the HCE
average contribution percentage (as determined under paragraph (2) of subsection
(e) of this Section after making the adjustments required by such paragraph for
the Plan Year) exceeds, or in the judgment of the Committee is likely to exceed,
the aggregate limit

                                       13

<PAGE>

for such Plan Year, the adjustments prescribed in paragraph (3) of subsection
(e) of this Section shall be made.

          (d) Definitions and Special Rules. For purposes of this Section, the
following definitions and special rules shall apply:

          (1) The "actual deferral percentage test" refers collectively to the
     tests set forth in paragraphs (1) and (2) of subsection (a) of this Section
     relating to salary reduction contributions. The actual deferral percentage
     test shall be satisfied if either of such tests are satisfied.

          (2) The "HCE average deferral percentage" for a Plan Year is a
     percentage determined for the group of Eligible Employees who are eligible
     to make salary reduction contributions for the current Plan Year and who
     are highly compensated employees for the current Plan Year. Such percentage
     shall be equal to the average of the ratios, calculated separately for each
     such Eligible Employee to the nearest one-hundredth of one percent, of the
     salary reduction contributions for the benefit of such Eligible Employee
     for the current Plan Year (if any) to the total compensation for the
     current Plan Year paid to such Eligible Employee.

          (3) The "NHCE average deferral percentage" for a Plan Year is a
     percentage determined for the group of Eligible Employees who are eligible
     to make salary reduction contributions for the prior Plan Year and who were
     not highly compensated employees for the prior Plan Year. Such percentage
     shall be equal to the average of the ratios, calculated separately for each
     such Eligible Employee to the nearest one-hundredth of one percent, of the
     salary reduction contributions for the benefit of such Eligible Employee
     for the prior Plan Year (if any) to the total compensation for the prior
     Plan Year paid to such Eligible Employee.

          (4) The "actual contribution percentage test" refers collectively to
     the tests set forth in paragraphs (1) and (2) of subsection (b) of this
     Section relating to after-tax voluntary contributions and matching
     contributions. The actual contribution percentage test shall be satisfied
     if either of such tests are satisfied.

          (5) The "HCE average contribution percentage" for a Plan Year is a
     percentage determined for the group of Eligible Employees who are eligible
     to make after-tax voluntary contributions for the current Plan Year or
     share in an allocation of matching contributions for the current Plan Year
     (or both), and who are highly compensated employees for the current Plan
     Year. Such percentage shall be equal to the average of the ratios,
     calculated separately for each such Employee to the nearest one-hundredth
     of one percent, of the sum of the after-tax voluntary contributions made by
     such Eligible Employee for the current Plan Year, the matching
     contributions made for the benefit of such Eligible Employee for the
     current Plan Year and, in the Committee's sole discretion, to the extent
     permitted by Regulations, some or all of the salary reduction contributions
     made during the current Plan Year for the benefit of such Eligible Employee
     (if any), to the total compensation for the current Plan Year paid to such
     Eligible Employee.

                                       14

<PAGE>

          (6) The "NHCE average contribution percentage" for a Plan Year is a
     percentage determined for the group of Eligible Employees who are eligible
     to make after-tax voluntary contributions for the prior Plan Year or share
     in an allocation of matching contributions for the prior Plan Year (or
     both), and who were not highly compensated employees for the prior Plan
     Year. Such percentage shall be equal to the average of the ratios,
     calculated separately for each such Eligible Employee to the nearest
     one-hundredth of one percent, of the sum of the after-tax voluntary
     contributions made by such Eligible Employee for the prior Plan Year, the
     matching contributions made for the benefit of such Eligible Employee for
     the prior Plan Year and, in the Committee's sole discretion, to the extent
     permitted by Regulations, some or all of the salary reduction contributions
     made during the prior Plan Year for the benefit of such Eligible Employee
     (if any), to the total compensation for the prior Plan Year paid to such
     Eligible Employee.

          (7) The "aggregate limit" shall equal the greater of (A) the sum of
     (i) 1.25 times the greater of the NHCE average deferral percentage or the
     NHCE average contribution percentage plus (ii) the lesser of (a) the sum of
     two percentage points and the lesser of the NHCE average deferral
     percentage or the NHCE average contribution percentage and (b) 200% of the
     lesser of the NHCE average deferral percentage or the NHCE average
     contribution percentage; or (B) the sum of (i) 1.25 times the lesser of the
     NHCE average deferral percentage or the NHCE average contribution
     percentage plus (ii) two percentage points plus the greater of (a) the NHCE
     average deferral percentage or (b) the NHCE average contribution
     percentage, but not greater than 200% of the greater of (a) and (b) above.

          (8) A "highly compensated employee" is, for a Plan Year, any Employee
     who is (a) a 5%-owner (as determined under section 416(i) of the Code) at
     any time during the current Plan Year or the prior Plan Year or (b) was
     paid compensation in excess of $80,000 (as adjusted for increases in the
     cost of living in accordance with section 414(q)(1)(B)(ii) of the Code)
     from an Employer for the prior Plan Year. The Employees taken into account
     under clause (b) above shall be limited to those Employees who were members
     of the "top-paid group" (as defined in section 414(q)(3) of the Code) for
     the prior Plan Year.

          (9) The term "compensation" shall have the meaning set forth in
     section 414(s) of the Code or, in the discretion of the Committee, any
     other meaning in accordance with the Code for these purposes.

          (10) If the Employer maintains more than one plan qualified under Code
     section 401(a), and if the plans are aggregated for purposes of satisfying
     Code sections 401(a)(4) or 410(b)(1)(A) or (B), all qualified cash or
     deferred arrangements contained in such plans shall be aggregated for
     purposes of performing the actual deferral percentage test for salary
     reduction contributions and all after-tax voluntary contributions and
     matching contributions made to such plans shall be aggregated for purposes
     of performing the actual contribution percentage test. If a highly
     compensated employee participates in more than one plan of the Employer,
     all salary reduction contributions made by such employee under all such
     plans shall be aggregated for purposes of performing the actual

                                       15

<PAGE>

     deferral percentage test and all of the after-tax voluntary contributions
     and matching contributions made on behalf of such employee under all such
     plans shall be aggregated for purposes of performing the actual
     contribution percentage test.

For the initial Plan Year commencing on the Effective Date, for purposes of
determining the NHCE average deferral percentage and the NHCE average
contribution percentage pursuant to the definitions of such terms contained in
paragraphs (3) and (6) of this subsection, respectively, the Committee shall
apply such definitions by substituting the phrase "for the Plan Year" for the
phrase "for the prior Plan Year" each time such phrase appears therein. For any
subsequent Plan Year, the Committee may, to the extent permitted by applicable
U.S. Treasury Regulations, elect to apply the definitions contained in
paragraphs (3) and (6) of this subsection, respectively, by substituting the
phrase "for the Plan Year" for the phrase "for the prior Plan Year" each time
such phrase appears in such paragraphs.

          (e) Adjustments to Comply with Limits. This subsection sets forth the
adjustments and correction methods which shall be used to comply with the actual
deferral percentage test under section 401(k)(3) of the Code, and the actual
contribution percentage test under section 401(m) of the Code.

          (1) Adjustments to Comply with Actual Deferral Percentage Test.

          (A) Adjustment to Deferred Compensation Contributions of Highly
     Compensated Employees. The Committee shall cause to be made such periodic
     computations as it shall deem necessary or appropriate to determine whether
     the actual deferral percentage test is satisfied during a Plan Year, and,
     if it appears to the Committee that such test will not be satisfied, the
     Committee shall take such steps as it deems necessary or appropriate to
     adjust the salary reduction contributions made pursuant to Section 4.1 for
     all or a portion of such Plan Year on behalf of each Participant who is a
     highly compensated employee to the extent necessary in order for the actual
     deferral percentage test to be satisfied. If, as of the end of the Plan
     Year, the Committee determines that, notwithstanding any adjustments made
     pursuant to the preceding sentence, the actual deferral percentage test was
     not satisfied, the Committee shall calculate a total amount by which salary
     reduction contributions must be reduced in order to satisfy either such
     test, in the manner prescribed by section 401(k)(8)(B) of the Code (the
     "excess contributions amount"). The amount to be returned to each
     Participant who is a highly compensated employee shall be determined by
     first reducing the salary reduction contributions of each Participant whose
     actual dollar amount of salary reduction contributions for such Plan Year
     is highest until such reduced dollar amount equals the next highest actual
     dollar amount of salary reduction contributions made for such Plan Year on
     behalf of any highly compensated employee, or until the total reduction
     equals the excess contributions amount. If further reductions are
     necessary, then the salary reduction contributions on behalf of each
     Participant who is a highly compensated employee and whose actual dollar
     amount of salary reduction contributions made for such Plan Year is the
     highest (determined after the reduction described in the preceding
     sentence) shall be reduced in accordance with the preceding sentence. Such
     reductions shall continue to be made to the extent necessary so that the
     total reduction equals the excess contributions amount.

                                       16

<PAGE>

          (B) Recharacterization, Corrective Distributions and Forfeitures. No
     later than 2 1/2 months after the end of the Plan Year (or if correction by
     such date is administratively impracticable, no later than the last day of
     the subsequent Plan Year), the Committee shall, in its discretion either
     (i) recharacterize the amount of such reduction as an after-tax voluntary
     contribution made pursuant to Section 5.1 or (ii) cause to be distributed
     to each affected Participant (I) the amount of salary reduction
     contributions to be returned to such Participant pursuant to subparagraph
     (A) above, plus any income and minus any loss allocable thereto, and (II)
     any corresponding matching contributions in which the Participant would be
     vested if the Participant terminated employment as of the last day of such
     Plan Year (or upon the date of the Participant's actual termination of
     employment, if earlier), plus any income and minus any loss allocable
     thereto and any corresponding matching contributions in which the
     Participant would not have been vested shall be forfeited. The amount of
     any income or loss allocable to any such reductions to be so distributed or
     forfeited, including income or loss attributable to the gap period (as
     defined in Regulations), shall be determined pursuant to applicable
     Regulations. The amount of salary reduction contributions to be distributed
     to a Participant hereunder shall be reduced by any excess deferrals
     previously distributed to such Participant pursuant to Section 6.1 in order
     to comply with the limitations of section 402(g) of the Code. The
     unadjusted amount of any such reductions so distributed shall be treated as
     "annual additions" for purposes of Section 6.2 relating to the limitations
     under section 415 of the Code.

          (2)  Adjustments to Comply with Actual Contribution Percentage Test.

          (A) Adjustment to Matching Contributions of Highly Compensated
     Employees. If, as of the end of the Plan Year, after taking into account
     the distribution and forfeiture of matching contributions made on behalf of
     highly compensated employees pursuant to subparagraph (1)(B) above, the
     Committee determines that the actual contribution percentage test was not
     satisfied, the Committee shall calculate a total amount by which after-tax
     voluntary contributions and matching contributions made pursuant to
     Sections 5.1 and 4.2, respectively, must be reduced in order to satisfy
     such test, in the manner prescribed by section 401(m)(6)(B) of the Code
     (the "excess aggregate contributions amount"). The amount to be reduced
     with respect to each Participant who is a highly compensated employee shall
     be determined by first reducing the after-tax voluntary contributions and
     matching contributions for each Participant whose actual dollar amount of
     after-tax voluntary contributions and matching contributions for such Plan
     Year is highest until the such reduced dollar amount equals the next
     highest actual dollar amount of after-tax voluntary contributions and
     matching contributions made for such Plan Year on behalf of any highly
     compensated employee, or until the total reduction equals the excess
     aggregate contributions amount. If further reductions are necessary, then
     such after-tax voluntary contributions and matching contributions on behalf
     of each Participant who is a highly compensated employee and whose actual
     dollar amount of after-tax voluntary contributions and matching
     contributions made for such Plan Year is the highest (determined after the
     reduction described in the preceding sentence) shall be reduced in
     accordance with the preceding sentence. Such reductions shall continue to
     be made to the extent necessary so that the total reduction equals the
     excess aggregate contributions amount. Any reductions prescribed by this
     subparagraph shall be applied

                                       17

<PAGE>

     first to after-tax voluntary contributions made by a Participant and after
     such contributions (if any) have been exhausted, next to the matching
     contributions made on the Participant's behalf.

          (B) Corrective Distributions and Forfeitures. No later than 2 1/2
     months after the end of the Plan Year (or if correction by such date is
     administratively impracticable, no later than the last day of the
     subsequent Plan Year), the Committee shall cause to be distributed to the
     Participant such after-tax voluntary contributions made by such
     Participant, and if applicable, such matching contributions in which the
     Participant would have been vested had the Participant terminated
     employment as of the last day of such Plan Year (or on the date of the
     Participant's actual termination of employment, if earlier), plus any
     income and minus any loss allocable thereto. Any such matching
     contributions in which the Participant would not have been vested shall be
     forfeited. The amount of any income or loss allocable to any such
     reductions to be so distributed or forfeited, including income or loss
     attributable to the gap period (as defined in Regulations), shall be
     determined pursuant to applicable Regulations. The unadjusted amount of any
     such reductions so distributed or forfeited shall be treated as "annual
     additions" for purposes of Section 6.2 relating to the limitations under
     section 415 of the Code.

          (3) Adjustments to Comply with the Aggregate Limit. If, after making
     the adjustments required by paragraphs (1) and (2) of this subsection for a
     Plan Year, the Committee determines that the sum of the HCE average
     deferral percentage and the HCE average contribution percentage exceeds the
     aggregate limit for such Plan Year, the Committee shall within 2 1/2 months
     after the close of such Plan Year (or if correction by such date is
     administratively impracticable, no later than the last day of the
     subsequent Plan Year) adjust the salary reduction contributions made
     pursuant to Section 4.1 for such Plan Year on behalf of each Participant
     who is a highly compensated employee to the extent necessary to eliminate
     such excess. For purposes of the preceding sentence, the HCE average
     deferral percentage and HCE average contribution percentage shall be equal
     to the highest deferral percentage and contribution percentage permissible
     in determining the excess contributions amount under section 401(k)(8)(B)
     of the Code pursuant to paragraph (1) above, and the excess aggregate
     contributions amount under section 401(m)(6)(B) of the Code pursuant to
     paragraph (2) above, respectively. Such adjustment shall be effected in the
     same manner described in paragraph (1) of this subsection relating to
     reductions made to satisfy the actual deferral percentage test. In the
     event that further reductions are necessary, the Committee shall adjust the
     after-tax voluntary contributions and matching contributions made pursuant
     to Sections 5.1 and 4.2, respectively for such Plan Year on behalf of each
     Participant who is a highly compensated employee to the extent necessary to
     eliminate such excess. Such adjustment shall be effected in the same manner
     described in paragraph (2) of this subsection relating to reductions made
     to satisfy the actual contribution percentage test. For Plan Years
     beginning on or after May 1, 2002, this paragraph (3) of this Section
     6.3(e) shall cease to apply.

                                       18

<PAGE>

          Section 6.4. Other Limitations on Employer Contributions. The
contributions of an Employer for any Plan Year shall not exceed the maximum
amount for which a deduction is allowable to such Employer for federal income
tax purposes for the fiscal year of such Employer that ends with or within such
Plan Year.

          Any contribution made by an Employer by reason of a good faith mistake
of fact, or the portion of any contribution made by an Employer that exceeds the
maximum amount for which a deduction is allowable to such Employer for federal
income tax purposes by reason of a good faith mistake in determining the maximum
allowable deduction, shall upon the request of such Employer be returned by the
Trustee to the Employer. An Employer's request and the return of any such
contribution must be made within one year after such contribution was mistakenly
made or after the deduction of such excess portion of such contribution was
disallowed, as the case may be. The amount to be returned to an Employer
pursuant to this paragraph shall be the excess of (i) the amount contributed
over (ii) the amount that would have been contributed had there not been a
mistake of fact or a mistake in determining the maximum allowable deduction.
Earnings attributable to the mistaken contribution shall not be returned to the
Employer, but losses attributable thereto shall reduce the amount to be so
returned. If the return to the Employer of the amount attributable to the
mistaken contribution would cause the balance of any Participant's account as of
the date such amount is to be returned (determined as if such date coincided
with the close of a Plan Year) to be reduced to less than what would have been
the balance of such account as of such date had the mistaken amount not been
contributed, the amount to be returned to the Employer shall be limited so as to
avoid such reduction.

                                   ARTICLE 7

                           TRUST AND INVESTMENT FUNDS

          Section 7.1. Trust. A Trust shall be created by the execution of a
trust agreement between the Company (acting on behalf of the Employers) and the
Trustee. All contributions under the Plan shall be paid to the Trustee. The
Trustee shall hold all monies and other property received by it and invest and
reinvest the same, together with the income therefrom, on behalf of the
Participants collectively in accordance with the provisions of the trust
agreement. The Trustee shall make distributions from the Trust Fund at such time
or times to such person or persons and in such amounts as the Committee directs
in accordance with the Plan.

          Section 7.2. Investment Funds.

          (a) In General. The Committee shall cause the Trustee to establish and
maintain two or more separate investment funds exclusively for the collective
investment and reinvestment of amounts credited to Participants' Accounts, as
directed by the Participants. Additional investment funds may be established as
determined by the Committee from time to time, in its sole discretion. To the
extent permitted by the Committee, a Participant may also elect to invest his
Accounts, in whole or in part, in individual securities and other investment
vehicles according to the terms of the agreement with the Plan's service
provider or a brokerage account approved by the Committee.

                                       19

<PAGE>

          (b) Company Stock Fund. In addition to the investment funds
established pursuant to subsection (a), the Committee may, at such time as it
shall determine, cause the Trustee to establish, operate and maintain a Company
Stock Fund. The assets of the Company Stock Fund shall be invested primarily in
shares of Company Stock and short-term liquid investments in a commingled money
market fund maintained by the Trustee, to the extent determined by the Trustee
to be necessary to satisfy such fund's cash needs. Each Participant's
proportional interest in the Company Stock Fund shall be represented by units of
participation, each such unit representing a proportionate interest in all the
assets of such fund.

                                   ARTICLE 8

                              PARTICIPANT ACCOUNTS
                            AND INVESTMENT ELECTIONS

          Section 8.1. Participant Accounts and Investment Elections.

          (a) Separate Accounts. The Committee shall establish and maintain, or
cause the Trustee or such other agent as the Committee may select to establish
and maintain, a separate Account for each Participant. Such Accounts shall be
solely for accounting purposes, and no segregation of assets of the Trust among
the separate Accounts shall be required. Each Account shall consist of the
following:

          (i) if salary reduction contributions or Catch-Up Contributions are
     being made or have been made for a Participant, a Salary Reduction Account,

          (ii) if matching contributions are made or have been made for a
     Participant, a Matching Account,

          (iii) if profit sharing contributions are made or have been allocated
     to a Participant, a Profit Sharing Account,

          (iv) if a Participant makes or has made after-tax voluntary
     contributions pursuant to Section 5.1, a Voluntary Contributions Account;
     and

          (v) if a Participant makes a rollover contribution to the Plan, a
     Rollover Account.

          The Committee shall establish and maintain, or cause the Trustee or
such other agent as the Committee may select to establish and maintain,
investment subaccounts with respect to each such investment fund to which
amounts contributed under the Plan shall be credited according to each
Participant's investment elections pursuant to subsections (b) and (c) of this
Section, including any loan subaccount established pursuant to Section 9.2. All
such subaccounts shall be for accounting purposes only, and there shall be no
segregation of assets within the investment funds among the separate
subaccounts.

                                       20

<PAGE>

          (b) Investment Election. Each Participant shall make an investment
election that shall apply to the investment of contributions to be made on his
behalf (other than employer matching contributions made in the form of shares of
Company Stock, as described in Section 4.2) pursuant to Article 4 or 5 and any
earnings on such contributions. Such election shall specify that such
contributions be invested either (i) wholly in one of the funds maintained or
employed by the Trustee pursuant to subsection (a) or (ii) divided among such
funds in multiples established by the Committee from time to time. Separate
investment elections with respect to different types of contributions shall not
be made. During any period in which no direction as to the investment of a
Participant's account is on file with the Committee, contributions made by him
or on his behalf to the Plan shall be invested in such manner as the Committee
shall determine.

          To the extent necessary to comply with federal securities laws and
Company policies regarding ownership of Company Stock as in effect from time to
time, the Committee shall prescribe rules limiting Participants' rights to
direct investment of their Plan Accounts in the Company Stock Fund.

          (c) Change of Investment Election. A Participant may elect to change
his investment election at such intervals as may be determined by the Committee,
but not less frequently than once during each calendar quarter. Such change
shall be limited to the investment choices then maintained or employed by the
Trustee pursuant to Section 8.1(a). A change in investment election made
pursuant to this Section shall apply to existing Accounts, contributions made on
behalf of or by the Participant under Article 4 or Article 5 after such change,
or to both. Any such change shall specify that such Accounts or contributions be
invested either (i) wholly in one of the funds maintained pursuant to subsection
(a) or (ii) divided among such funds in multiples established by the Committee
from time to time. A Participant's change of investment election must be made by
providing a written direction to the Committee or through such other means as
may be prescribed by the Committee. The Committee shall prescribe rules
regarding the time by which such an election must be made in order to be
effective for a particular Valuation Date.

          (d) Matching Account. Notwithstanding any provision of this Section to
the contrary, the portion of a Participant's Matching Account attributable to
matching contributions made in the form of shares of Company Stock shall be
initially invested in the Company Stock Fund.

          Section 8.2. Allocation of Fluctuation in Value of Investment Fund
Assets. In the event that contributions, income and losses are not otherwise
specifically allocated to Participant accounts by the Trustee or at its
direction as soon as practicable after each Valuation Date, the net worth of
each investment fund as of such Valuation Date shall be determined. If the net
worth of such investment fund so determined is more or less than the total of
(a) all balances credited as of such Valuation Date to the subaccounts of
Participants invested in the investment fund as of such Valuation Date who are
Participants as of such Valuation Date, and (b) the balances of the subaccounts
of persons invested in the investment fund as of such Valuation Date whose
service has terminated prior to the Valuation Date for which the allocation is
being made, the amount of any excess or deficiency shall be prorated and
credited or charged to such

                                       21

<PAGE>

subaccounts proportionally to the balances of such subaccounts as of the
preceding Valuation Date after making all allocations for such preceding
Valuation Date prescribed by this Article and increasing each subaccount by a
percentage of the contributions made after such preceding Valuation Date and
allocable to such subaccount pursuant to this Section and decreasing each such
subaccount by a percentage of any distributions from such subaccount during such
period (but not less than zero), all of such increases and decreases to be made
in such manner as the Committee determines in its discretion to be necessary to
provide an equitable allocation of any change in the value of the adjusted net
worth of the Trust Fund with respect to the period subsequent to such preceding
Valuation Date for which such contributions and distributions were credited or
debited to each such subaccount. Such allocations shall be made as of each
Valuation Date.

          Section 8.3. Determination of Net Worth of Investment Funds.

          (a) In General. The net worth of an investment fund as of any
Valuation Date shall be the fair market value of all assets (including any
uninvested cash) held by such investment fund, as determined by the Trustee on
the basis of such evidence and information as it may deem pertinent and
reliable, reduced by any liabilities other than Participants' Accounts.

          (b) Company Stock Fund. As soon as practicable after the close of
business on each Valuation Date, the Committee shall cause the Trustee to
determine the value of the Company Stock Fund on such Valuation Date in the
manner prescribed in subsection (a) of this Section, and the value so determined
shall be divided by the total number of participating units allocated to the
investment fund subaccounts of each Participant. The resulting quotient shall be
the value of a participating unit in the Company Stock Fund as of such Valuation
Date and shall constitute the "price" of a participating unit as of such
Valuation Date. Participating units shall be credited, at the price so
determined, to the investment fund subaccounts of Participants with respect to
moneys contributed or transferred to such subaccounts on their behalf on such
Valuation Date. The value of all participating units credited to Participants'
investment fund subaccounts shall be redetermined in a similar manner as of each
Valuation Date.

          Section 8.4. Allocations of Contributions Among Participants'
Accounts.

          (a) Allocation of Salary Reduction Contributions and Catch-up
Contributions. Salary reduction contributions and Catch-Up Contributions made
pursuant to Section 4.1 shall be allocated to the Salary Reduction Account of
each Participant for whom such contributions are made as soon as practicable
after the Valuation Date coinciding with or next following the date on which
such contribution is delivered to the Trustee and shall be credited to such
Participant's account as of such Valuation Date.

          (b) Allocation of Matching Contributions. Employer matching
contributions made pursuant to Section 4.2 for a Plan Year shall be allocated to
the Matching Account of each Participant for whom such contributions are made as
soon as practicable after the close of the Plan Year for which the contribution
is made or as of such other date as the Committee may

                                       22

<PAGE>

determine and shall be credited to the Participant's Matching Account as of the
Valuation Date coinciding with or next following the date on which such
contribution is delivered to the Trustee.

          (c) Allocation of Profit Sharing Contributions. Employer profit
sharing contributions made pursuant to Section 4.3 for a Plan Year shall be
allocated to the Profit Sharing Account of each Participant for whom such
contributions are made as soon as practicable after the close of the Plan Year
for which the contribution is made and shall be credited to Participants' Profit
Sharing Accounts as of the Valuation Date coinciding with or next following the
date on which such contribution is delivered to the Trustee. The allocation of
Employer profit sharing contributions made pursuant to Section 4.3 for a Plan
Year to eligible Participants shall be made in the same proportion that each
eligible Participant's Compensation bears to the total Compensation during the
Plan Year of all eligible Participants.

          (d) Allocation of Voluntary Contributions. Voluntary contributions
made pursuant to Section 5.1 shall be allocated to the Voluntary Contribution
Account of each Participant for whom such contributions are made as soon as
practicable after the Valuation Date coinciding with or next following the date
on which such contribution is delivered to the Trustee and shall be credited to
such Participant's account as of such Valuation Date.

          (e) Allocation of Rollover Contributions. Rollover contributions made
pursuant to Article 5 shall be allocated to the Rollover Account of each
Participant who makes such a contribution as soon as practicable after the
Valuation Date coinciding with or next following the date on which such
contribution is delivered to the Trustee and shall be credited to such
Participant's account as of such Valuation Date.

          (f) Forfeitures. As of the end of each Plan Year, after making the
adjustments described in Section 8.3, forfeitures arising under this Plan shall
be applied to fund Employer matching contributions.

          Section 8.5. Correction of Error. If it comes to the attention of the
Committee that an error has been made in any of the allocations prescribed by
this Article 8, appropriate adjustment shall be made to the accounts of all
Participants and designated Beneficiaries that are affected by such error,
except that no adjustment need be made with respect to any Participant or
Beneficiary whose account has been distributed in full prior to the discovery of
such error.

                                   ARTICLE 9

                      WITHDRAWALS, LOANS AND DISTRIBUTIONS

          Section 9.1. Withdrawals Prior to Termination of Employment.

          (a) Withdrawals After Age 59 1/2. A Participant who has attained age
59 1/2 may request the Committee to distribute all or any portion of such
Participant's Account to the extent such Account is vested as of any Valuation
Date.

                                       23

<PAGE>

          (b) Hardship Withdrawals. A Participant who is an Employee may
withdraw as of any Valuation Date all or a portion of the balance of his Salary
Reduction Account only if the Participant has incurred a financial hardship. The
determination of the existence of financial hardship and the amount required to
be distributed to satisfy the need created by the hardship will be made by the
Committee in a uniform and non-discriminatory manner according to the following
rules:

          (1) A financial hardship shall be deemed to exist if the Participant
     certifies to the Committee that the financial need is on account of:

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

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

               (C) payment of tuition, room and board expenses, and related
          educational fees for the next 12 months of post-secondary education
          for the Participant, the Participant's spouse, the Participant's
          children, or any dependents of the Participant (as so defined); or

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

          (2) A Participant shall be required to certify to the Committee on a
     form prescribed by the Committee both the reason for the financial need and
     that such need cannot be satisfied from sources other than a withdrawal
     from the Participant's accounts. The Participant shall be required to
     submit any additional supporting documentation as may be requested by the
     Committee.

          (3) A distribution shall be treated as necessary to satisfy a
     financial need if the Participant certifies to the Committee (and if the
     Committee has no reason to believe that such certification is inaccurate)
     that such hardship cannot be relieved by or through:

               (A) reimbursement or compensation by insurance or otherwise, or

               (B) reasonable liquidation of the Participant's assets (including
          for this purpose assets of the Participant's spouse and minor children
          that are reasonably available to the Participant), to the extent such
          liquidation would not itself cause an immediate and heavy financial
          need, or

               (C) other distributions or nontaxable (at the time of the loan)
          loans from plans maintained by an Employer or by another employer, or
          by borrowing from commercial sources on reasonable commercial terms.

                                       24

<PAGE>

          (4) The Participant's Salary Reduction Account, elective deferrals and
     contributions, and employee contributions under all other plans maintained
     by the Employer (within the meaning of Treasury Regulation section
     1.401(k)-1(d)(2)(iv)(B)(4)) will be suspended for six (6) months after
     receipt of the hardship withdrawal.

          (5) Notwithstanding anything to the contrary, earnings credited to a
     Participant's Salary Reduction Account attributable to periods after 1988
     shall not be available for withdrawal pursuant to this subsection.
     Furthermore, the amount available for withdrawal pursuant to this
     subsection shall be reduced by the amount of any loan outstanding made
     pursuant to Section 9.2, and no withdrawal pursuant to this subsection
     shall be permitted to the extent that such withdrawal would cause the
     aggregate amount of such loan outstanding to exceed the limits described in
     Section 9.2.

          (c) Withdrawal of Matching Account. A Participant who is credited with
at least 5 Years of Service may make a withdrawal up to an amount equal to the
balance of his Matching Account, regardless of his age.

          (d) Other Withdrawals. A Participant may withdraw as of any Valuation
Date an amount from his Voluntary Contribution Account and his Rollover Account
and an amount from his vested Matching Account that is not greater than the
balance of such account as of the date of such withdrawal less the amount of
contributions allocated to such account within the twenty-four month period
preceding the date of such withdrawal.

          (e) Distributions After Age 70 1/2. A Participant who has attained age
70 1/2 and who is a 5%-owner (within the meaning of section 416(i) of the Code)
in the calendar year in which the Participant attains age 70 1/2, shall commence
distribution of such Participant's Account no later than April 1 of the calendar
year following the calendar year in which the Participant attains age 70 1/2.
Such distributions shall be in the time, and in the minimum amount, prescribed
by section 401(a)(9) of the Code and Regulations.

          (f) Miscellaneous Rules. Any amounts withdrawn pursuant to this
Section shall be charged to the Participant's Accounts in the following order,
as applicable:

     (i)  the Participant's Voluntary Contribution Account, to the extent
          thereof, then
     (ii) the Participant's Rollover Account, to the extent thereof, then
     (iii) the Participant's Salary Reduction Account, to the extent thereof,
          then
     (iv) the Participant's Matching Account, to the extent thereof, then
     (v)  the Participant's Profit Sharing Account, to the extent thereof.

          A Participant may request a withdrawal pursuant to this Section in the
manner prescribed by the Committee, subject to such uniform limitation as may be
prescribed by the Committee on the frequency of withdrawals. The Committee shall
prescribe uniform rules which shall govern the administrative aspects of
withdrawals such as the minimum amounts that may be withdrawn (if such minimum
does not exceed $1,000), the manner pursuant to which such withdrawals are
processed, the manner in which withdrawals are charged to a Participant's
investment subaccounts, and the Valuation Date on which a Participant's Account
shall be valued for purposes of calculating such a withdrawal. All withdrawals
made pursuant to this

                                       25

<PAGE>

Section shall be paid in cash; provided that, with respect to the portion of any
such withdrawal from the Participant's Account that is credited to the Company
Stock Fund, the Participant shall be provided with the opportunity to elect to
receive such portion in the form of shares of Company Stock (with cash in lieu
of any fractional shares).

          Section 9.2. Loans to Participants.

          (a) Making of Loans. Subject to the restrictions set forth in this
Section any Participant who is an Employee may request, in the manner prescribed
by the Committee, to borrow funds from the Plan. The principal balance of such
loan shall not exceed the lesser of (i) 50% of the balance of the Participant's
Salary Reduction Account, Rollover Account and the vested portion of his
Matching Account as of the Valuation Date coinciding with or immediately
preceding the day on which the loan is made, and (ii) $50,000, reduced by the
excess, if any, of the highest outstanding loan balance of the Participant under
all plans maintained by the Employer during the period of time beginning one
year and one day prior to the date such loan is to be made and ending on the
date such loan is to be made over the outstanding balance of loans from all such
plans on the date on which such loan was made. No loans shall be made from a
Participant's Profit Sharing Account or Voluntary Contribution Account.

          (b) Conditions for Loans. Amounts equal to any loan made pursuant to
this Section shall be transferred first from the Participant's nonforfeitable
interest in his Matching Account, then from his Salary Reduction Account to the
extent thereof, then from his Rollover Account, if any, to the extent thereof.
Amounts so transferred from a Participant's Account shall be debited pro rata
from the investment subaccounts of such account. Any loan approved by the
Committee pursuant to the preceding paragraph (a) shall be made only upon the
following terms and conditions:

          (1) The period for repayment of the loan shall be determined by the
     Participant within guidelines prescribed by the Committee, but such period
     shall not exceed five years from the date of the loan; provided, however,
     that if the purpose of the loan as determined by the Committee is to
     acquire any dwelling unit that within a reasonable time is to be used as
     the principal residence of the Participant, then such period for repayment
     shall not exceed 20 years. Any loan may be prepaid, without penalty, by
     delivery to the Committee of cash in an amount equal to the entire unpaid
     balance of such loan. Any loan shall be due in full upon termination of
     employment.

          (2) No loan shall be made unless the Participant consents to have such
     loan repaid in substantially equal installments deducted from the regular
     payments of the Participant's compensation during the term of the loan.

          (3) Each loan shall be evidenced by the Participant's collateral
     promissory note for the amount of the loan, with interest, payable to the
     order of the Trustee, and shall be secured by an assignment of a portion of
     the Participant's account balances under the Plan equal to the initial
     principal amount of such loan and such other collateral as required by the
     Committee.

                                       26

<PAGE>

          (4) Each loan shall bear a fixed interest rate equal to the prime rate
     as published in the Wall Street Journal on the first business day of the
     calendar quarter during which the Participant initiates the loan, plus 1%
     (or such other rate prescribed by the Committee commensurate with the
     interest rate then being charged by persons in the business of lending
     money in the area for loans made under similar circumstances).

          (5) The Committee may, in its sole discretion, restrict the amount to
     be disbursed pursuant to any loan request to the extent it deems necessary
     to take into account any fluctuations in the value of a Participant's
     accounts since the Valuation Date immediately preceding the date on which
     such loan is to be made.

          (6) The Committee shall, in its discretion, cause a charge as an
     expense to the accounts of any Participant receiving a loan any reasonable
     administrative fee for processing or annual maintenance of such loan.

          If any loan or portion of a loan made to a Participant under the Plan,
together with the accrued interest thereon, is in default, the Trustees shall
take appropriate steps to collect on the note and foreclose on the security. The
Committee shall prescribe uniform rules regarding the circumstances under which
a Participant's loan will be considered in "default" for this purpose, in a
manner consistent with Regulations. Except as may be provided below, upon a
Participant's termination of employment, any loan which is outstanding shall
become immediately payable in full. If the Participant fails to repay such loan
it shall be deemed in default and the Plan Administrator shall treat such
default as a taxable event to the Participant, issue the appropriate reporting
to the tax authorities and charge such unpaid amount to the Participant's
accounts after all other adjustments required under the Plan, but before any
distribution pursuant to Section 9.3.

          (c) Applicability. The provisions of this Section shall apply to any
person who is a Participant but who is not an Employee and any Beneficiary of a
deceased Participant if such Participant or Beneficiary is a "party in interest"
as defined in section 3(14) of ERISA. The grant of a loan pursuant to this
Section and the terms and conditions thereof shall apply to any such Participant
or Beneficiary in the same manner as to a Participant who is an Employee, except
that the requirements of Section 9.2(b)(2) shall be met with respect to each
such Participant and Beneficiary if such Participant or Beneficiary consents to
have such loan repaid in substantially equal installments as determined by the
Committee, but not less frequently than quarterly.

          (d) Loan Subaccount. The Committee shall cause to be established and
maintained a loan subaccount for the receipt of amounts transferred from a
Participant's Account pursuant to this Section. Appropriate accounting entries
reflecting such transfers shall be concurrent with the disbursement to the
Participant of amounts borrowed. A repayment of interest or principal received
in respect of amounts borrowed by a Participant shall be credited to the loan
subaccount of such Participant as soon as practicable after such repayment is
delivered to the Trustee. The Committee shall then cause to be credited such
repayments to the Participant's Salary Reduction Account, Rollover Account and
Matching Account in the same proportion as such accounts were charged with the
loan. Repayments so allocated to a Participant shall then be allocated among
such Participant's investment fund subaccounts in

                                       27

<PAGE>

accordance with such Participant's investment direction in effect at the time
that such repayments are credited to the Participant's accounts.

          Section 9.3. Distribution upon Termination of Employment.

          (a) Vesting.

          (1) Termination of Employment Entitling Participant to Full Vesting. A
Participant's entire Account shall be fully vested if the Participant's
employment terminates:

          (i) on account of the Participant's retirement on or after age 62,

          (ii) on account of the Participant's total and permanent disability of
     a character which prevents the Participant, in the judgment of the
     Committee corroborated in writing by a licensed physician, from performing
     his usual duties for his Employer,

          (iii) on account of the Participant's death, or

          (iv) after completion of at least five Years of Service.

If a Participant's employment terminates under any circumstance other than those
listed above, vesting of the Participant's Account shall be determined pursuant
to paragraph (2) below.

          (2) Other Termination of Employment. If a Participant's employment
     terminates under circumstances other than those described in paragraph (1)
     above, the Participant shall be fully vested in the entire balance of the
     Participant's Salary Reduction Account, Rollover Account, and Voluntary
     Contribution Account, and shall be vested in a percentage of the value of
     his Matching Account and Profit Sharing Account determined by reference to
     the number of the Participant's Years of Service, in accordance with the
     following schedule:

                                                          Percentage of Value of
                                                            Matching and Profit
     Years of Service                                        Sharing Accounts
     ----------------                                     ----------------------
     less than 2 Years of Service                                    0%
     2 Years of Service                                             25%
     3 Years of Service                                             50%
     4 Years of Service                                             75%
     5 or more Years of Service                                    100%.

                                       28

<PAGE>

          The vesting schedule described above in this paragraph (2) shall only
     apply to Participants who perform an Hour of Service on or after May 1,
     2002. Any participant who does not perform an Hour of Service on or after
     May 1, 2002 shall be vested in a percentage of the value of his Matching
     Account and Profit Sharing Account determined by reference to the number of
     the Participant's Years of Service, in accordance with the following
     schedule:

                                                          Percentage of Value of
                                                            Matching and Profit
     Years of Service                                        Sharing Accounts
     ----------------                                     ----------------------
     less than 5 Years of Service                                    0%
     5 or more Years of Service                                    100%.

          (3) Time of Forfeiture. Upon the earlier of (i) the date on which a
Participant receives a distribution of his vested Account balance pursuant to
this Section and (ii) the date on which the Participant incurs five consecutive
One-Year Break in Service, the portion of the Participant's Matching Account and
Profit Sharing Account that is not vested (if any) shall be credited to a
special forfeiture account established on behalf of such Participant. Such
credit shall occur as of the Valuation Date as of which the adjusted balance is
determined, and such account shall not be taken into account in determining, nor
participate in, the allocations prescribed by Article 8.

          (a) Time of Distribution. A Participant or Beneficiary shall be
entitled to a distribution of his vested Account as soon as administratively
practicable after the date of the Participant's termination of employment, or,
subject to Section 9.4, may defer distribution to a later date; provided,
however, that:

          (i) in the case of a distribution to the Participant, distribution
     shall be made or shall commence no later than the 60th day after the
     calendar year that contains the later of the Participant's 62nd birthday
     and the date of the Participant's termination of employment, unless the
     Participant makes an affirmative election to defer commencement of
     distribution to a later date which in no event shall be later than April 1
     of the calendar year following the calendar year in which the Participant
     attains age 70 1/2;

          (ii) in the case of a distribution to a Beneficiary who is a person or
     entity other than the Participant's spouse, distribution shall be made in a
     lump sum no later than December 31 of the calendar year that contains the
     fifth anniversary of the Participant's death, or shall be paid in
     installments commencing no later than December 31 of the calendar year
     containing the first anniversary of the date of the Participant's death;

          (iii) in the case of a distribution to a Beneficiary who is the
     Participant's spouse, distribution shall made or shall commence no later
     than December 31 of the calendar year in which the Participant would have
     attained age 70 1/2 (or, if later, December 31 of the calendar year
     containing the first anniversary of the Participant's death).

          (b) Form of Distribution.

                                       29

<PAGE>

          (1) Distribution to Participant. In the case of distribution to the
Participant, distribution of the Participant's Account shall be in one of the
following forms, as elected by the Participant, subject to Section 9.7:

          (i) Lump Sum. A single sum payment of the Participant's entire
     Account.

          (ii) Monthly Installments. Payment of the Account in a series of
     monthly installments of approximately equal amounts over a period elected
     by the distributee not longer than the joint life expectancy of the
     Participant and his Beneficiary or, in the case of a distributee other than
     the Participant, the life expectancy of the distributee. If the
     Participant's Beneficiary is an individual or entity other than the
     Participant's spouse, the present value (as determined by the Committee) of
     the installments expected to be paid to the Participant shall not be less
     than 50% of the balance of his Account at the time distributions hereunder
     shall commence, and, to the extent required by law, shall comply with the
     incidental benefit requirement of section 401(a)(9) of the Code. The amount
     of the installment payments made to a distributee shall be adjusted on a
     regular periodic basis by the Committee to take into account the investment
     performance of the Participant's Account. The Committee shall prescribe
     rules regarding the manner in which each payment is charged against the
     Participant's investment subaccounts.

A Participant's election from among the foregoing forms of benefit shall be
subject to the election procedures described in Section 9.7.

          (2) Distribution to Beneficiary. In the case of distribution to a
Participant's Beneficiary after the Participant's death, the Beneficiary shall
be entitled to elect either the lump sum or installment options described in
clauses (i) and (ii) of the preceding paragraph. In the event payments had
commenced to the Participant under this Section prior to the date of his death,
payments must continue to be paid at least as rapidly as the method in which
payments were being made as of the date of the Participant's death.

          (c) Medium of Distribution. All distributions made under this Section
shall be made in cash; provided that, in the case of a Participant who elects a
lump sum distribution under this Section, the Participant can elect to have the
portion of his Account invested in the Company Stock Fund distributed in the
form of shares of Company Stock (with cash in lieu of fractional shares).

          (d) Default. If Participant fails to make an election with respect to
distribution of his account balance, distribution shall commence in the forms of
a single cash lump sum payment as soon as practicable after the end of the Plan
Year in which the Participant attains age 62 (or the Plan Year in which the
Participant terminates employment, if later).

          Section 9.4. Payment of Small Account Balances. Notwithstanding any
provision of Section 9.3 to the contrary, if the balance of the Participant's
Account to be distributed upon the Participant's termination of employment or
death does not exceed $5,000 (or such other amount prescribed by section
411(a)(11) of the Code), such amount shall be distributed as soon as practicable
after the Participant's termination of employment or death in the form of a
single lump sum cash payment to the Participant or his Beneficiary, as the case
may be. For purposes of

                                       30

<PAGE>

determining whether the balance of a Participant's Account exceeds $5,000 for
purposes of this Section 9.4, such Account balance shall be determined without
regard to that portion of the Account balance that is attributable to rollover
contributions (and earnings allocable thereto) within the meaning of sections
402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code.

          Section 9.5. Direct Rollover Option.

          (a) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the Committee, to have
any portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.
Notwithstanding the foregoing, a distribute shall not be entitled to elect to
have an eligible rollover distribution transferred pursuant to this Section if
(i) the total of all eligible rollover distributions with respect to such
distributee for the Plan Year is not reasonably expected to equal at least $200
or (ii) the amount to be so transferred is less than the total of any such
distribution unless such amount equals at least $500.

          (b) Definitions.

               (i) Eligible rollover distribution: An eligible rollover
          distribution is any distribution of all or any portion of the balance
          to the credit of the distributee, except that an eligible rollover
          distribution does not include: any distribution that is one of a
          series of substantially equal periodic payments (not less frequently
          than annually) made for the life (or life expectancy) of the
          distributee or the joint lives (or joint life expectancies) of the
          distributee and the distributee's designated beneficiary, or for a
          specified period of ten years or more; any distribution to the extent
          such distribution is required under Code section 401(a)(9); the
          portion of any distribution that is made pursuant to Code section
          401(k)(2)(i)(B)(IV); and the portion of any distribution that is not
          includible in gross income (determined without regard to the exclusion
          for net unrealized appreciation with respect to employer securities).
          Effective January 1, 2002, any amount that is distributed on account
          of hardship shall not be an eligible rollover distribution and the
          distributee may not elect to have any portion of such a distribution
          paid directly to an eligible retirement plan.

               (ii) Eligible retirement plan: An eligible retirement plan is an
          individual retirement account described in Code section 408(a), an
          individual retirement annuity described in Code section 408(b), an
          annuity plan described in Code section 403(a), or a qualified trust
          described in Code section 401(a), that accepts the distributee's
          eligible rollover distribution. However, in the case of an eligible
          rollover distribution to the surviving spouse, an eligible retirement
          plan is an individual retirement account or individual retirement
          annuity. Effective January 1, 2002, an eligible retirement plan shall
          also mean an annuity contract described in Code section 403(b) and an
          eligible plan under Code section 457(b) which is maintained by a
          state, political subdivision of a state, or any agency or

                                       31

<PAGE>

          instrumentality of a state or political subdivision of a state and
          which agrees to separately account for amounts transferred into such
          plan from this Plan. The definition of an eligible retirement plan, as
          effective January 1, 2002, shall also apply in the case of a
          distribution to a surviving spouse, or to a spouse or former spouse
          who is the alternate payee under a qualified domestic relations order,
          as defined in Code section 414(p).

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

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

          Section 9.6. Designation of Beneficiary. Each Participant shall have
the right to designate a Beneficiary or Beneficiaries (who may be designated
contingently or successively and that may be an entity other than a natural
person) to receive any distribution to be made under this Article upon the death
of such Participant or, in the case of a Participant who dies subsequent to
termination of his employment but prior to the distribution of the entire amount
to which he is entitled under the Plan, any undistributed balance to which such
Participant would have been entitled; provided, however, that no such
designation (or change thereof) shall be effective if the Participant was
married through the one-year period ending on the date of the Participant's
death unless such designation (or change thereof) was consented to at the time
of such designation (or change thereof) by the person who was the Participant's
spouse during such period, in writing, acknowledging the effect of such consent
and witnessed by a notary public or a Plan representative, or it is established
to the satisfaction of the Committee that such consent could not be obtained
because the Participant's spouse cannot be located or such other circumstances
as may be prescribed in Regulations. Subject to the preceding sentence, a
Participant may from time to time, without the consent of any Beneficiary,
change or cancel any such designation. Such designation and each change therein
shall be made in the form prescribed by the Committee and shall be filed with
the Committee. If (i) no Beneficiary has been named by a deceased Participant,
(ii) such designation is not effective pursuant to the proviso contained in the
first sentence of this section, or (iii) the designated Beneficiary has
predeceased the Participant, any undistributed balance of the deceased
Participant shall be distributed by the Trustee at the direction of the
Committee (a) to the surviving spouse of such deceased Participant, if any, or
(b) if there is no surviving spouse, to the executor or administrator of the
estate of such deceased Participant. The marriage of a Participant shall be
deemed to revoke any prior designation of a Beneficiary made by him effective
upon the first anniversary of such marriage and a divorce shall be deemed to
revoke any prior designation of the Participant's divorced spouse if written
evidence of such marriage or divorce shall be

                                       32

<PAGE>

received by the Committee before distribution shall have been made in accordance
with such designation.

          Notwithstanding the foregoing, for purposes of this Section 9.6, a
Prior Plan Participant's beneficiary designation as in effect immediately prior
to the Effective Date pursuant to Section 12.06 of the Prior Plan, shall remain
in effect until such Participant cancels or changes such designation, as
described above.

          Section 9.7. Missing Persons. If within a period of three years
following the death or other termination of employment of any Participant the
Committee in the exercise of reasonable diligence has been unable to locate the
person or persons entitled to benefits under this Article, the rights of such
person or persons shall be forfeited, and, subject to the following sentence,
the balance of the Participant's Account shall be forfeited; provided, however,
that the Plan shall reinstate and pay to such person or persons the amount so
forfeited upon a claim for such amount made by such person or persons. The
amount to be so reinstated shall be obtained from the total amount that shall
have been forfeited pursuant to this Section 9.7 during the Plan Year that the
claim for such forfeited benefit is made. If the amount to be reinstated exceeds
the amount of such forfeitures, the Employer in respect of whose Employee the
claim for forfeited benefit is made shall make a contribution in an amount equal
to the remainder of such excess.

          Section 9.8. Distributions to Minor and Disabled Distributees. Any
distribution under this Article that is payable to a distributee who is a minor
or to a distributee who has been legally determined to be unable to manage his
affairs by reason of illness or mental incompetency may be made to, or for the
benefit of, any such distributee at such time consistent with the provisions of
Section 9.3 and in such of the following ways as the legal representative of
such distributee shall direct: (a) directly to any such minor distributee if, in
the opinion of such legal representative, he is able to manage his affairs, (b)
to such legal representative, (c) to a custodian under a Uniform Gifts to Minors
Act for any such minor distributee, or (d) as otherwise directed by such legal
determination. Neither the Committee nor the Trustee shall be required to
oversee the application by any third party other than the legal representative
of a distributee of any distribution made to or for the benefit of such
distributee pursuant to this Section.

                                   ARTICLE 10

                     SPECIAL PARTICIPATION AND DISTRIBUTION
                        RULES RELATING TO REEMPLOYMENT OF
                            TERMINATED EMPLOYEES AND
                         EMPLOYMENT BY RELATED ENTITIES

          Section 10.1. Change of Employment Status. If an Employee who is not a
Participant becomes eligible to participate because of a change in his
employment status to that of an Eligible Employee, such Employee shall become a
Participant as soon as administratively feasible thereafter, but in no event
later than 30 days following the date of such change.

                                       33

<PAGE>

          Section 10.2. Reemployment of a Terminated Participant. If a
terminated Participant is reemployed, the Participant shall again become a
Participant as soon as administratively feasible following the date of such
reemployment, but in no event later than 30 days following the date of such
reemployment; provided that, if the Participant terminates employment and is
reemployed in the same Plan Year, the Participant's Compensation earned during
the previous period of employment shall be disregarded in determining the
allocation of contributions to which he is entitled for the Plan Year, if any,
under the profit sharing feature of the Plan under Section 4.3. If such a
terminated Participant is entitled to receive installment payments pursuant to
Section 9.3, such payments shall be suspended.

          If a terminated Participant is reemployed prior to incurring five
consecutive Break in Service years, thereafter completes a Year of Service
before incurring five One-Year Breaks in Service and, at or after his
termination of employment, any portion of his Account was forfeited pursuant to
Section 9.3(a) but such Participant did not receive a lump sum distribution
pursuant to Article 9, then an amount equal to the portion of his Account that
was forfeited shall be credited to his Account as of the close of the Plan Year
in which he completes such Year of Service. If upon his termination of
employment any such Participant received a lump sum distribution and a portion
of the Participant's Account was forfeited pursuant to Section 9.3(a), then he
shall have the right to pay an amount equal to such lump sum distribution to the
Trust. If the Participant makes such a payment, then an amount equal to the
portion of his Account that was forfeited pursuant to Section 9.3(a) shall be
credited along with the amount of such payment to his Account as of the close of
the Plan Year in which such payment is made. Any such payment must be made by
the earlier of the close of the Plan Year in which falls the fifth anniversary
of the Participant's date of reemployment. If pursuant to this paragraph the
forfeited portion of a Participant's Matching Account or Profit Sharing Account
is to be restored, the amount restored shall be obtained from the total amount
that has been forfeited pursuant to this Section 10.2 during the Plan Year in
which such Participant is reemployed or the Plan Year in which such Participant
makes the payment set forth above, as the case may be, from the Matching
Accounts or Profit Sharing Accounts of Participants employed by the same
Employer as the reemployed Participant. If the aggregate amount to be so
restored to the accounts of Participants who are employees of a particular
Employer exceeds the amount of such forfeitures, such Employer shall make a
contribution in an amount equal to such excess. Any such contribution shall be
made without regard to whether or not the limitations set forth in Section 6.4
will be exceeded by such contribution.

          Section 10.3. Employment by Related Entities. If an individual is
employed by an Affiliate, then any period of such employment shall be taken into
account solely for the purposes of (i) determining the individual's Years of
Service and (ii) determining when such individual has terminated his employment
for purposes of Article 9, to the same extent it would have been had such period
of employment been as an Employee of an Employer. An individual shall not be
permitted to make contributions or share in allocations of Employer
contributions for any period of employment with an entity other than an
Employer.

          Section 10.4. Leased Employees. If an individual who performed
services as a "leased employee" of an Employer or an Affiliate becomes an
Employee, or if an Employee becomes such a leased employee, then any period
during which such services were so performed

                                       34

<PAGE>

shall be taken into account solely for the purposes of (i) determining the
individual's Years of Service and (ii) determining when such individual has
terminated his employment for purposes of Article 9, to the same extent it would
have been had such period of employment been as an Employee. A "leased employee"
is any person who is not a common-law employee of the Employer or an Affiliate
and who provides services to the Employer or an Affiliate if:

          (a) Such services are provided pursuant to an agreement between the
Employer or an Affiliate and any leasing organization;

          (b) Such person has performed such services for the Employer or an
Affiliate on a substantially full-time basis for a period of at least one year;
and

          (c) Such services are performed under the primary direction or control
of the Employer or an Affiliate.

     Notwithstanding the foregoing, a person shall not be deemed to be a leased
employee if he is covered by a plan maintained by the leasing organization and
leased employees (as determined without regard to this paragraph) do not
comprise more than 20% of the Employer's non-highly compensated workforce. Such
a plan must be a money purchase pension plan providing for nonintegrated
employer contributions of 10% of compensation and also providing for immediate
participation and vesting.

          Section 10.5. Reemployment of Veterans. The provisions of this Section
shall apply in the case of the reemployment by an Employer of an Eligible
Employee, within the period prescribed by laws relating to the rights of
reemployed veterans, after the Employee's completion of a period of qualified
military service (as defined in section 414(u)(5) of the Code). The provisions
of this Section are intended to provide such Employees with the rights required
by section 414(u) of the Code, and shall be interpreted in accordance with such
intent.

          (a) Make Up of Salary Deferral Contributions. Such Employee shall be
entitled to make contributions under the Plan ("make up deferrals"), in addition
to any salary reduction contributions which the Employee elects to have made
under the Plan pursuant to Section 4.1. From time to time while employed by an
Employer, such Employee may elect to contribute such make up deferrals during
the period beginning on the date of such Employee's reemployment and ending on
the earlier of:

          (i) the end of the period equal to the product of three and such
     Employee's period of qualified military service, and

          (ii) the fifth anniversary of the date of such reemployment.

Such Employee shall not be permitted to contribute make up deferrals to the Plan
in excess of the amount which the Employee could have elected to have made under
the Plan in the form of salary reduction contributions if the Employee had
continued in employment with his Employer during such period of qualified
military service. The manner in which an Eligible Employee may elect to
contribute make up deferrals pursuant to this subsection (a) shall be prescribed
by the Committee.

                                       35

<PAGE>

          (b) Make Up of Matching Contributions. An Eligible Employee who
contributes make up deferrals as described in subsection (a) shall be entitled
to an allocation of matching contributions ("make up matching contributions") in
an amount equal to the amount of matching contributions that would have been
allocated to the Matching Account of such Eligible Employee under the Plan if
such make up deferrals had been made in the form of salary reduction
contributions during the period of such Employee's qualified military service
(as determined pursuant to section 414(u) of the Code). The Eligible Employee's
Employer shall make a special contribution which shall be utilized solely for
purposes of such allocation.

          (c) Make Up Profit Sharing Contributions. An Eligible Employee shall
be entitled to an allocation of profit sharing contributions for any Plan Year
during which he is in qualified military service if the Eligible Employee would
have satisfied the service requirements entitling him to share in an allocation,
but for the qualified military service (based on the Eligible Employee's work
schedule as in effect on the date such military service began, as determined by
the Committee). The Eligible Employee's Employer shall make a special
contribution which shall be utilized solely for purposes of such allocation.

For purposes of determining the amount of contributions to be made under this
Section, an Eligible Employee's "Compensation" during any period of qualified
military service shall be determined in accordance with section 414(u) of the
Code. Any contributions made by an Eligible Employee or an Employer pursuant to
this Section on account of a period of qualified military service in a prior
Plan Year shall not be subject to the limitations prescribed by Section 6.1, 6.2
and 6.4 of the Plan (relating to sections 402(g), 415, and 404 of the Code) for
the Plan Year in which such contributions are made. The Plan shall not be
treated as failing to satisfy the nondiscrimination rules of Section 6.3 of the
Plan (relating to sections 401(k)(3) and 401(m) of the Code) for any Plan Year
solely on account of any make up contributions made by an Eligible Employee or
an Employer pursuant to this Section.

                                   ARTICLE 11

                SHAREHOLDER RIGHTS WITH RESPECT TO COMPANY STOCK

          Section 11.1. Voting Shares of Company Stock. Each Participant (or
Beneficiary) shall be entitled to give voting instructions, in the time and
manner prescribed by the Trustee, with respect to the number of shares of
Company Stock represented by the units allocated to his Account representing the
proportional interest in the Company Stock Fund of such Participant (or
Beneficiary), if any. The Trustee shall vote, in person or by proxy, such shares
according to the voting instructions of Participants (or Beneficiaries) which
have been timely submitted to the Trustee. To the extent permitted by law, the
Trustee shall vote the shares of Company Stock credited to Participants' (or
Beneficiaries') accounts with respect to which the Trustee does not timely
receive voting instructions and shares of Company Stock that are not allocated
to Participants' (or Beneficiaries') accounts (if any), in the same proportion
by which the Trustee votes shares of Company Stock for which instructions are
timely received.

          Written notice of any meeting of shareholders of the Company and a
request for voting instructions shall be given by the Trustee, at such time and
in such manner as the Trustee

                                       36

<PAGE>

shall determine to each Participant (or Beneficiary) entitled to give
instructions for voting shares of Company Stock at such meeting. The Committee
shall establish and pay for a means by which such voting instructions can
expeditiously be delivered to the Trustee. All such individual instructions
shall be confidential and shall not be disclosed to any person, including any
Employer.

          Section 11.2. Tender Offers.

          (a) Rights of Participants. In the event a tender offer is made
generally to the shareholders of the Company to transfer all or a portion of
their shares of Company Stock in return for valuable consideration, including,
but not limited to, offers regulated by section 14(d) of the Securities Exchange
Act of 1934, as amended, the Trustee shall respond to such tender offer in
respect of shares of Company Stock held by the Trustee in the Company Stock Fund
in accordance with instructions obtained from Participants (or Beneficiaries).
Each Participant (or Beneficiary) shall be entitled to instruct the Trustee
regarding how to respond to any such tender offer with respect to (i) the number
of shares of Company Stock represented by the units of interest in the Company
Stock Fund then allocated to his Account and (ii) a pro rata portion of the
unallocated shares of Company Stock (if any). Each Participant (or Beneficiary)
who does not provide timely instructions to the Trustee shall be presumed to
have directed the Trustee not to tender shares of Company Stock allocated to his
Account. A Participant (or Beneficiary) shall not be limited in the number of
instructions to tender or withdraw from tender which he can give, but a
Participant (or Beneficiary) shall not have the right to give instructions to
tender or withdraw from tender after a reasonable time established by the
Trustee pursuant to subsection (c) below. For purposes of this Section, the
shares of Company Stock held in the Company Stock Fund shall be treated as
allocated to the accounts of Participants in proportion to their respective
interests in the Company Stock Fund as of the immediately preceding record date
for ownership of Company Stock for stockholders entitled to tender. The
Committee may direct the Trustee to make a special valuation of the Company
Stock Fund in connection with such tender or exchange offer. If, for any reason,
there are any shares of Company Stock held in the Company Stock Fund which are
not allocated to the accounts of Participants at the applicable time, the
Trustee shall respond to such tender or exchange offer with respect to such
unallocated shares by tendering or exchanging unallocated shares in the same
proportion as the allocated shares held under the Company Stock Fund for which
directions were received from Participants are tendered or exchanged, and by not
tendering or exchanging the balance of such unallocated shares, and the Trustee
shall have no discretion in such matter.

          (b) Duties of the Company. Within a reasonable time after the
commencement of a tender offer, the Company shall cause the Trustee to provide
to each Participant or Beneficiary, as the case may be:

          (i) the offer to purchase as distributed by the offeror to the
     shareholders of the Company,

          (ii) a statement of the shares of Company Stock represented by the
     units of interest in the Company Stock Fund allocated to his Account, and

                                       37

<PAGE>

          (iii) directions as to the means by which instructions with respect to
     the tender offer can be given.

          The Company shall establish and pay for a means by which instructions
with respect to a tender offer can expeditiously be delivered to the Trustee.
All such individual instructions shall be confidential and shall not be
disclosed to any person, including any Employer. The Company at its election may
engage an agent to receive such instructions and transmit them to the Trustee.

          For purposes of allocating the proceeds of any sale or exchange
pursuant to a tender offer, the Trustee shall then treat as having been sold or
exchanged from each of the individual accounts of Participants (and
Beneficiaries) who provided timely directions to the Trustee under this Section
that number of shares of Company Stock represented by units in the Company Stock
Fund (if any) subject to such directions and the proceeds of such sale or
exchange shall be allocated accordingly. Any proceeds from the sale or exchange
of shares of Company Stock credited to Participants' (or Beneficiaries')
Accounts shall be invested in a commingled fund maintained by the Trustee
designated to hold such amounts pending investment instructions from the
Participants (and Beneficiaries) or the Committee, as the case may be.

          (c) Duties of the Trustee. The Trustee shall follow the instructions
of the Participants (and Beneficiaries) with respect to the tender offer as
transmitted to the Trustee. The Trustee may establish a reasonable time, taking
into account the time restrictions of the tender offer, after which it shall not
accept instructions of Participants (or Beneficiaries).

                                   ARTICLE 12

                                 ADMINISTRATION

          Section 12.1. The Committee.

          (a) The Company shall appoint a committee consisting of three or more
members that shall be known as the Committee. The Committee shall be the
"administrator" of the Plan within the meaning of such term as used in ERISA
and, except for duties specifically vested in the Trustee, shall be responsible
for the administration of the provisions of the Plan. Subject to the following
paragraph, the Company and the Committee shall each be a "named fiduciary"
within the meaning of such term as used in ERISA. Notwithstanding the foregoing,
the Company may, in its discretion, delegate all or a portion of the
responsibility for the administration of the provisions of the Plan to such
individual or group of individuals (the "Special Committee") for such period of
time as the Company deems appropriate. Such delegation shall be set forth in
writing by the Company and agreed to by the Special Committee. The Special
Committee shall be a "named fiduciary" with respect to the portion of the
responsibility for Plan administration as set forth in the written delegation.
On and after the delegation of authority to a Special Committee, and until such
time as the Company revokes such delegation, the Company, the Committee and any
other named fiduciary with respect to the Plan,

                                       38

<PAGE>

shall have no liability for the acts (or failure to act) of the Special
Committee except to the extent of its co-fiduciary duty under ERISA.

          (b) The Company shall have the right at any time, with or without
cause, to remove the members of the Committee. In addition, any member of the
Committee may resign and such resignation shall be effective upon delivery of
the written resignation to the Company. Upon the resignation, removal or failure
or inability for any reason of any member of the Committee to act hereunder, the
Company shall appoint a successor member of the Committee to the extent
necessary to satisfy the minimum number of Committee members. Any successor
members of the Committee shall have all the rights, privileges and duties of the
predecessor, but shall not be held accountable for the acts of the predecessor.

          (c) Any member of the Committee may, but need not, be an employee,
director, officer or shareholder of an Employer and such status shall not
disqualify him from taking any action hereunder or render him accountable for
any distribution or other material advantage received by him under the Plan,
provided that no member of the Committee who is a Participant shall take part in
any action of the Committee or any matter involving solely his rights under the
Plan.

          (d) Promptly after the appointment of the members of the Committee and
from time to time thereafter, and promptly after the appointment of any
successor member of the Committee, the Trustee shall be notified as to the names
of the persons appointed initially and as successor members of the Committee by
delivery to the Trustee of a written notice of such appointment.

          (e) The Committee shall have the duty and authority to, in its sole
discretion, interpret and construe the Plan in regard to all questions of
eligibility, the status and rights of Participants, distributees and other
persons under the Plan, and the manner, time, and amount of payment of any
distribution under the Plan. Each Employer shall, from time to time, upon
request of the Committee, furnish to the Committee such data and information as
the Committee shall require in the performance of its duties. All determinations
and actions of the Committee shall be final, conclusive and binding upon all
affected parties, to the maximum extent permitted by law except that the
Committee may revoke or modify a determination or action that the Committee
determines to have been made in error.

          (f) The Committee shall direct the Trustee to make payments of amounts
to be distributed from the Trust under Article 9.

          (g) The Committee shall supervise the collection of Participants'
contributions made pursuant to Article 5 and the delivery of such contributions
to the Trustee.

          (h) The members of the Committee may allocate their responsibilities
and may designate any person, partnership or corporation to carry out any of
their responsibilities with respect to administration of the Plan. Any such
allocation or designation shall be reduced to writing and such writing shall be
kept with the records of the Plan.

                                       39

<PAGE>

          (i) The Committee may act at a meeting, or by writing without a
meeting, by the vote or written assent of a majority of its members. The
Committee shall elect one of its members as secretary and keep the Trustee
advised of the identity of the member holding that office. The secretary shall
be the Plan's agent for service of legal process, keep records of all meetings
of the Committee, and forward all necessary communications to the Trustee. The
secretary, or an officer of the Company so designated by the Committee, shall
have the authority to execute all instruments or documents necessary or
appropriate to carry out the actions and decisions of the Committee, and any
person may rely upon any such instrument or document so executed as such
evidence. The Committee may adopt such rules and procedures as it deems
desirable for the conduct of its affairs and the administration of the Plan,
provided that any such rules and procedures shall be consistent with the
provisions of the Plan and ERISA.

          (j) The members of the Committee shall discharge their duties with
respect to the Plan (A) solely in the interest of the Participants and
Beneficiaries, (B) for the exclusive purpose of providing benefits to Employees
participating in the Plan and their Beneficiaries and of defraying reasonable
expenses of administering the Plan and (C) with the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent man acting in a
like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. The Employers hereby jointly
and severally indemnify the members of the Committee and each of them, from the
effects and consequences of their acts, omissions and conduct in their official
capacity, except to the extent that such effects and consequences result from
their own willful misconduct.

          (k) The members of the Committee may not receive any compensation or
fee for services as members of the Committee unless otherwise agreed between the
members of the Committee and the Employers. The Employers shall reimburse the
members of the Committee for any necessary expenditures incurred in the
discharge of their duties as members of the Committee.

          (l) The Committee may employ such counsel (who may be counsel for an
Employer) and agents and may arrange for such clerical and other services as it
may require in carrying out the provisions of the Plan.

          Section 12.2. Claims Procedure. If any Participant or distributee
believes he is entitled to benefits in an amount greater than those which he is
receiving or has received, he may file a claim with the Committee. Such a claim
shall be in writing and state the nature of the claim, the facts supporting the
claim, the amount claimed, and the address of the claimant. The Committee shall
review the claim and, unless special circumstances require an extension of time,
within 90 days after receipt of the claim, give written notice by registered or
certified mail to the claimant of its decision with respect to the claim. If
special circumstances require an extension of time, the claimant shall be so
advised in writing within the initial 90-day period and in no event shall such
an extension exceed 90 days. The notice of the decision of the Committee with
respect to the claim shall be written in a manner calculated to be understood by
the claimant and, if the claim is wholly or partially denied, set forth the
specific reasons for the denial, specific references to the pertinent Plan
provisions on which the denial is based, a description of any additional
material or information necessary for the claimant to perfect the claim and an

                                       40

<PAGE>

explanation of why such material or information is necessary, and an explanation
of the claim review procedure under the Plan. The Committee shall also advise
the claimant that he or his duly authorized representative may request a review
of the denial by filing with the Committee within 60 days after notice of the
denial has been received by claimant, a written request for such review. The
claimant shall be informed that he may have reasonable access to pertinent
documents and submit comments in writing to the Committee within the same 60-day
period. If a request is so filed, review of the denial shall be made by the
Committee within, unless special circumstances require an extension of time, 60
days after receipt of such request, and the claimant shall be given written
notice of the Committee's final decision. If special circumstances require an
extension of time, the claimant shall be so advised in writing within the
initial 60-day period and in no event shall such an extension exceed 60 days.
The notice of the Committee's final decision shall include specific reasons for
the decision and specific references to the pertinent Plan provisions on which
the decision is based and shall be written in a manner calculated to be
understood by the claimant.

          Section 12.3. Procedures for Domestic Relations Orders. If the
Committee receives any written judgment, decree or order (including approval of
a property settlement agreement) pursuant to the domestic relations or community
property laws of any state relating to the provision of child support, alimony
or marital property rights of a spouse, former spouse, child or other dependent
of a Participant and purporting to provide for the payment of all or a portion
of the Participant's benefit under the Plan to or on behalf of one or more of
such persons (such judgment, decree or order being hereinafter called a
"domestic relations order"), the Committee shall determine whether such order
constitutes a "qualified domestic relations order," as defined in Section
14.2(b), and shall notify the Participant and each payee named in such order in
writing of its determination. The Committee shall adopt procedures relating to
its review of any such domestic relations order, in accordance with section
414(p) of the Code and section 206(d)(3) of ERISA.

          Section 12.4. Information from Participants and Beneficiaries. Each
Participant and Beneficiary shall furnish to the Committee, in the form
prescribed by it, such personal data, affidavits, authorization to obtain
information, and other information as the Committee may deem appropriate for the
proper administration of the Plan.

          Section 12.5. Notices to Participants, Etc. All notices, reports and
statements given, made, delivered or transmitted to a Participant or distributee
or any other person entitled to or claiming benefits under the Plan shall be
deemed to have been duly given, made or transmitted when mailed by first class
mail with postage prepaid and addressed to the Participant or distributee or
such other person at the address last appearing on the records of the Committee.
A Participant or distributee or other person may record any change of his
address from time to time by written notice filed with the Committee.

          Section 12.6. Notices to Committee. Written directions, notices and
other written or electronic communications from Participants or distributees or
any other person entitled to or claiming benefits under the Plan to the
Committee shall be deemed to have been duly given, made or transmitted either
when delivered to such location as shall be prescribed by the Committee for the
giving of such directions, notices and other communications or, in the case of

                                       41

<PAGE>

written directions, when mailed by first class mail with postage prepaid and
addressed to the addressee at the address specified upon such forms.

          Section 12.7. Records. The Committee shall keep a record of all of its
proceedings and shall keep or cause to be kept all books of account, records and
other data as may be necessary or advisable in its judgment for the
administration of the Plan.

          Section 12.8. Reports of Trustee and Accounting to Participants. The
Committee shall keep on file, in such form as it shall deem convenient and
proper, all reports concerning the Trust Fund received by it from the Trustee,
and the Committee shall, as soon as possible after the close of each Plan Year,
advise each Participant and Beneficiary of the balance credited to any Account
for his benefit as of the close of such Plan Year pursuant to Article 7 hereof.

                                   ARTICLE 13

                        PARTICIPATION BY OTHER EMPLOYERS

          Section 13.1. Adoption of Plan. With the consent of the Company, any
entity may become a participating Employer under the Plan by (a) taking such
action as shall be necessary to adopt the Plan and (b) executing and delivering
such instruments and taking such other action as may be necessary or desirable
to put the Plan and Trust into effect with respect to such entity, as prescribed
by the Company.

          Section 13.2. Exclusion from Participation. The Company may, by
written instrument, exclude an Employer from continued participation in the
Plan. An entity that is an Employer may withdraw from participation in the Plan
at any time by taking appropriate action as prescribed by the Company. Upon the
effective date of an entity's exclusion or withdrawal from participation in the
Plan pursuant to this Section, such entity shall thereupon cease to be an
Employer.

          Section 13.3. Company as Agent for Employers. Each entity which
becomes a participating Employer pursuant to Section 13.1 or Section 13.4 by so
doing shall be deemed to have appointed the Company its agent to exercise on its
behalf all of the powers and authorities hereby conferred upon the Company by
the terms of the Plan, including, but not by way of limitation, the power to
amend and terminate the Plan. The authority of the Company to act as such agent
shall continue until such Employer is excluded or withdraws from the Plan.

          Section 13.4. Successor Employer. In the event that any Employer is
reorganized by way of merger, consolidation, transfer of assets or otherwise, so
that another corporation other than an Employer succeeds to all or substantially
all of such Employer's business, and such successor corporation is an Affiliate,
such successor corporation automatically shall be substituted for such Employer
under the Plan, unless such Employer or successor corporation is removed by the
Company or withdraws from participation in the Plan as an Employer.

                                       42

<PAGE>

                                   ARTICLE 14

                                  MISCELLANEOUS

          Section 14.1. Expenses. All costs and expenses incurred in
administering the Plan and the Trust, including the expenses of the Committee,
the fees of counsel and any agents for the Committee, the fees and expenses of
the Trustee, the fees of counsel for the Trustee and other administrative
expenses shall be paid under the direction of the Committee to the extent such
expenses are not paid by the Employers. The Company, in its sole discretion,
having regard to the nature of a particular expense, shall determine the portion
of such expense that is to be borne by the Employer.

          Section 14.2. Non-Assignability.

          (a) In General. It is a condition of the Plan, and all rights of each
Participant and Beneficiary shall be subject thereto, that no right or interest
of any Participant or Beneficiary in the Plan shall be assignable or
transferable in whole or in part, either directly or by operation of law or
otherwise, including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge or bankruptcy, but excluding devolution by death
or mental incompetency, and any attempt to do so shall be void, and no right or
interest of any Participant or Beneficiary in the Plan shall be liable for, or
subject to, any obligation or liability of such Participant or Beneficiary,
including claims for alimony or the support of any spouse, except as provided
below or as otherwise required by law. The provisions of this subsection (a)
shall not preclude distributions made by the Trustee in accordance with any
judgment, decree, order or settlement as permitted under Code section
401(a)(13)(C).

          (b) Exception for Qualified Domestic Relations Orders. Notwithstanding
any provision of the Plan to the contrary, if a Participant's Account under the
Plan, or any portion thereof, is the subject of one or more qualified domestic
relations orders, as defined below, such account balance or portion thereof
shall be paid to the person and at the time and in the manner specified in any
such order. For purposes of this subsection, "qualified domestic relations
order" shall have the meaning set forth in section 414(p) of the Code and
section 206(d)(3) of ERISA. The Committee may adopt rules and procedures for
purposes of determining whether an order is a "qualified domestic relations
order" under the Code and ERISA, and is consistent with the terms of the Plan
and the administration thereof. For purposes of this Plan, payment of an
assigned benefit pursuant to a domestic relations order may commence as soon as
administratively practicable after such order is determined by the Committee to
constitute a "qualified domestic relations order" under section 414(p) of the
Code and section 206(d)(3) of ERISA, if the terms of the order so provide.

          Section 14.3. Employment Non-Contractual. The Plan confers no right
upon an Employee to continue in employment.

          Section 14.4. Limitation of Rights. The Employers do not guarantee or
promise to pay or to cause to be paid any of the benefits provided by the Plan.
A Participant or distributee shall have no right, title or claim in or to any
specific asset of the Trust Fund, but

                                       43

<PAGE>

shall have the right only to distributions from the Trust Fund on the terms and
conditions herein provided.

          Section 14.5. Merger or Consolidation with Another Plan. A merger or
consolidation with, or transfer of assets or liabilities to, any other plan
shall not be effected unless the terms of such merger, consolidation or transfer
are such that each Participant, distributee, Beneficiary or other person
entitled to receive benefits from the Plan would, if the Plan were to terminate
immediately after the merger, consolidation or transfer, receive a benefit equal
to or greater than the benefit such person would be entitled to receive if the
Plan were to terminate immediately before the merger, consolidation, or
transfer.

          Section 14.6. Transfer of Assets from Trust. The Committee may direct
the Trustee to transfer all or a specified portion of the Trust assets to any
other plan or plans maintained by the Employer, an Affiliate, or the employer or
employers of a former Participant or Participants, without regard to whether
such Participants would otherwise be entitled to receive a distribution under
Section 9.3 of the Plan, provided that the Trustee has received evidence
satisfactory to it that such other plan meets all applicable requirements of the
Code. In the case of a Participant who transfers employment to an Affiliate that
maintains a plan with a cash or deferred arrangement, which is qualified under
section 401(a) of the Code, such Participant's Account shall be transfered to
such plan as soon as administratively practicable following the date of such
Participant's transfer of employment.

          Section 14.7. Transfer of Prior Plan Account Balances. This Plan shall
accept a transfer of assets from the trust funding the Prior Plan with respect
to the Prior Plan Participants. A Prior Plan Participant's account under the
Prior Plan shall be administered under this Plan as follows:

          (a) A Participant's Elective Contribution Account under the Prior Plan
shall be credited to the Participant's Salary Reduction Account.

          (b) A Participant's Company Contributions Account under the Prior Plan
shall be credited to the Participant's Matching Account.

          (c) A Participant's Company Special Account under the Prior Plan shall
be credited to the Participant's Profit Sharing Account.

          (d) A Participant's Voluntary Contribution Account under the Prior
Plan shall be credited to the Participant's Voluntary Contribution Account.

          (e) A Participant's Rollover Account under the Prior Plan shall be
credited to the Participant's Rollover Account.

          Section 14.8. Gender and Plurals. Wherever used in the Plan, words in
the masculine gender shall include masculine or feminine gender, and, unless the
context otherwise requires, words in the singular shall include the plural, and
words in the plural shall include the singular.

                                       44

<PAGE>

          Section 14.9. Applicable Law. The Plan and all rights hereunder shall
be governed by and construed in accordance with the laws of the State of New
York to the extent such laws have not been preempted by applicable federal law.

          Section 14.10. Severability. If a provision of the Plan shall be held
illegal or invalid, the illegality or invalidity shall not affect the remaining
parts of the Plan and the Plan shall be construed and enforced as if the illegal
or invalid provision had not been included in the Plan.

          Section 14.11. No Guarantee. Neither the Committee, the Employers, nor
the Trustee in any way guarantees the Trust from loss or depreciation nor the
payment of any money that may be or become due to any person from the Trust
Fund. Nothing herein contained shall be deemed to give any Participant,
distributee, or Beneficiary an interest in any specific part of the Trust Fund
or any other interest except the right to receive benefits out of the Trust Fund
in accordance with the provisions of the Plan and the Trust agreement.

          Section 14.12. Plan Voluntary. Although it is intended that the Plan
shall be continued and that contributions shall be made as herein provided, the
Plan is entirely voluntary on the part of the Employers and the continuance of
the Plan and the payment of contributions hereunder are not to be regarded as
contractual obligations of the Employers.

                                   ARTICLE 15

                           TOP-HEAVY PLAN REQUIREMENTS

          Section 15.1. Top-Heavy Plan Determination. If as of the determination
date (as hereinafter defined) for any Plan Year (a) the sum of the account
balances under the Plan and all other defined contribution plans in the
aggregation group (as defined below) and (b) the present value of accrued
benefits under all defined benefit plans in such aggregation group of all
Participants in such plans who are key employees (as defined below) for such
Plan Year exceeds 60% of the aggregate of the account balances and present value
of accrued benefits of all Participants in such plans as of the determination
date (as hereinafter defined), then the Plan shall be a top-heavy plan for such
Plan Year, and the requirements of Sections 15.3 and 15.4 shall be applicable
for such Plan Year as of the first day thereof. If the Plan is a top-heavy plan
for any Plan Year and is not a top-heavy plan for any subsequent Plan Year, the
requirements of this Article 15 shall not be applicable for such subsequent Plan
Year except to the extent provided in Section 15.4.

          Section 15.2. Definitions and Special Rules.

          (a) Definitions. For purposes of this Article 15, the following
definitions shall apply:

          (1) Determination Date. The determination date for all plans in the
     aggregation group shall be the last day of the preceding Plan Year, and the
     valuation date applicable

                                       45

<PAGE>

     to a determination date shall be (i) in the case of a defined contribution
     plan, the date as of which account balances are determined that coincides
     with or immediately precedes the determination date, and (ii) in the case
     of a defined benefit plan, the date as of which the most recent actuarial
     valuation for the Plan Year that includes the determination date is
     prepared, except that if any such plan specifies a different determination
     or valuation date, such different date shall be used with respect to such
     plan.

          (2) Aggregation Group. The aggregation group shall consist of (a) each
     plan of an Employer in which a key Employee is a Participant, (b) each
     other plan that enables such a plan to be qualified under section 401(a) of
     the Code, and (c) any other plans of an Employer that the Company
     designates as part of the aggregation group.

          (3) Key Employee. An Employee, former Employee, or Beneficiary who, at
     any time during the Plan Year or during any of the four preceding Plan
     Years, is or was (a) an officer of an Employer whose annual Section 415
     Compensation from the Employer exceeds 50% of the amount described in Code
     section 415(b)(1)(A), as adjusted; (b) one of the ten Employees who own (or
     are considered as owning, within the meaning of Code section 318) at least
     0.5% and the largest interests in an Employer and whose annual Section 415
     Compensation from the Employer exceeds $30,000 (as that amount may be
     adjusted under Code section 415(c)(1)(A)); (c) a 5% Owner; or (d) a 1%
     owner of an Employer whose annual Section 415 Compensation from the
     Employer exceeds $150,000. "Key Employee" shall also include the
     Beneficiary of a deceased Key Employee, as described above. The
     determination of Key Employee status shall be made in accordance with Code
     section 416, and the number of persons who are considered Key Employees
     shall be limited as provided under that section. A "Non-Key Employee" is
     any Employee or former Employee who is not a Key Employee.

          Notwithstanding the foregoing, effective for Plan Years beginning on
     or after January 1, 2002, a "Key Employee" is any Employee or former
     Employee (including any deceased Employee) who, at any time during the Plan
     Year that includes the determination date, was (i) an officer of the
     Employer or a Related Company having annual Section 415 Compensation
     greater than $130,000 (as adjusted under Code section 416(i)(1) for Plan
     Years beginning after December 31, 2002), (ii) a 5% Owner of the Employer
     or a Related Company, or (iii) a 1% owner of the Employer or a Related
     Company having annual Section 415 Compensation of more than $150,000. "Key
     Employee" shall also include the Beneficiary of a deceased Key Employee, as
     described above. A "Non-Key Employee" is any Employee or former Employee
     who is not a Key Employee. The determination of who is a Key Employee shall
     be made in accordance with Code section 416(i)(1) and the applicable
     regulations and other guidance of general applicability issued thereunder.

          (4) Compensation. An Employee's wages, salaries, fees for professional
     services and other amounts received for personal services actually rendered
     in the course of employment with the Employer (including, but not limited
     to, commissions paid salesmen, compensation for services on the basis of a
     percentage of profits, commissions on insurance premiums, tips, bonuses,
     fringe benefits, and reimbursements or other

                                       46

<PAGE>

     expense allowances under a nonaccountable plan). "Compensation" does not
     include:

               (i) Contributions made by the Employer (other than Salary
     Reduction Contributions) to a plan of deferred compensation to the extent
     that the contributions are not includible in the Employee's gross income
     for the taxable year in which they are contributed.

               (ii) Amounts realized from the exercise of a non-qualified stock
     option or when restricted stock (or property) held by an Employee becomes
     freely transferable or is no longer subject to a substantial risk of
     forfeiture.

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

               (iv) Other amounts that receive special tax benefits, such as
     premiums for group-term life insurance (but only to the extent that the
     premiums are not includible in the gross income of the Employee).

               Effective for Plan Years beginning after December 31, 1997,
     Compensation includes any elective deferral (as defined in Code section
     402(g)(3)) and any amount which is contributed or deferred by the Employer
     at the election of the Employee and which is not includible in the gross
     income of the Employee by reason of Code sections 125 or 457. The amount of
     annual Compensation may not exceed $170,000, or an adjusted amount
     determined pursuant to Code section 401(a)(17) or 415(d). Effective for
     Plan Years beginning on or after January 1, 2002, the reference to
     "$170,000" in the preceding sentence shall be replaced with "$200,000."

               Effective for Plan Years beginning after December 31, 2000,
     Compensation shall include elective amounts that are not includible in the
     gross income of the Employee by reason of Code section 132(f)(4).

          (b) Special Rules. For the purpose of determining the accrued benefit
or account balance of a Participant, the accrued benefit or account balance of
any person who has not performed services for an Employer at any time during the
five-year period ending on the determination date shall not be taken into
account pursuant to this Section, and any person who received a distribution
from a plan (including a plan that has terminated) in the aggregation group
during the five-year period ending on the last day of the preceding Plan Year
shall be treated as a participant in such plan, and any such distribution shall
be included in such Participant's account balance or accrued benefit, as the
case may be.

          Notwithstanding the foregoing, effective for Plan Years beginning on
or after May 1, 2002, the account balance of an Employee as of the determination
date shall be increased by the distributions made with respect to the Employee
under the Plan and any plan aggregated with the plan under section 416(g)(2) of
the Code during the one-year period ending on the determination date. The
preceding sentence shall also apply to distributions under a terminated plan
which, had it not been terminated, would have been aggregated with the Plan
under section 416(g)(2)(A)(i) of the Code. In the case of a distribution made
for a reason other than separation

                                       47

<PAGE>

from service, death, or disability, this provision shall be applied by
substituting "five-year period" for "one-year period." The accrued benefits and
accounts of any individual who has not performed services for the Employer
during the one-year period ending on the determination date shall not be taken
into account.

          Section 15.3. Minimum Contribution for Top-Heavy Years.
Notwithstanding any provision of the Plan to the contrary, the sum of the
Employer contributions under Article 4 (other than salary reduction
contributions) allocated during any Plan Year to the accounts of each
Participant (other than a key employee) during any Plan Year for which the Plan
is a top-heavy plan shall in no event be less than the lesser of (i) 3% of such
Participant's Compensation during such Plan Year and (ii) the highest percentage
at which Employer contributions are made on behalf of any key employee for such
Plan Year. Such minimum contribution shall be made even if, under other
provisions of the Plan, the Participant would not otherwise be entitled to
receive an allocation or would receive a lesser allocation for the year because
of the Participant's failure to complete a specified service requirement. If
during any Plan Year for which this Section is applicable a defined benefit plan
is included in the aggregation group and such defined benefit plan is a
top-heavy plan for such Plan Year, the percentage set forth in clause (i) of the
first sentence of this Section shall be 5%. The percentage referred to in clause
(ii) of the first sentence of this Section shall be obtained by dividing the
aggregate of Employer contributions made pursuant to Article 4 and pursuant to
any other defined contribution plan that is required to be included in the
aggregation group (other than a defined contribution plan that enables a defined
benefit plan that is required to be included in such group to be qualified under
section 401(a) of the Code) during the Plan Year on behalf of such key employee
by such key employee's compensation for the Plan Year.

          Notwithstanding the foregoing, effective for Plan Years beginning on
or after May 1, 2002, employer matching contributions shall be taken into
account for purposes of satisfying the minimum contribution requirements of
section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply
with respect to employer matching contributions under the Plan or, if the
minimum contribution requirement shall be met in another plan, such other plan.
Employer matching contributions that are used to satisfy the minimum
contribution requirements shall be treated as matching contributions for
purposes of the actual contribution percentage test and other requirements of
section 401(m) of the Code.

          Section 15.4. Special Rules for Applying Statutory Limitations on
Benefits. The provisions of this Section shall apply only to limitation years
commencing prior to January 1, 2000.

          (a) In any Plan Year for which the Plan is a top-heavy plan, clause
(ii)(A)(I) of Section 6.2 shall be applied by substituting "100%" for "125%"
appearing therein, unless, for such Plan Year, (i) the percentage of account
balances of Participants who are key employees does not excess 90% and (ii)
employer contributions and forfeitures allocated to the accounts of Participants
who are not key employees equals at least 4% of the Compensation of each such
Participant.

          (b) In any Plan Year for which the Plan is a top-heavy plan, clause
(ii)(B)(I) of Section 6.2 shall be applied by substituting "100%" for "125%"
appearing therein unless for any

                                       48

<PAGE>

such Plan Year (i) the percentage of accrued benefits of Participants who are
key employees does not exceed 90% and (ii) the minimum accrued benefit of each
Participant under all defined benefit plans in the aggregate group is at least
3% of his average compensation (determined under Section 416(d) of the Code)
multiplied by each Year of Service after 1983, not in excess of 10, for which
such plans are top-heavy plans.

          Section 15.5. Minimum Vesting.

          (a) If the Plan is determined to be a top-heavy plan for a Plan Year,
then with respect to each Participant who completes an Hour of Service during
such Plan Year, such Participant's vested interest in his Matching Account and
Profit Sharing Account, determined at any time that the Plan continues to be a
top-heavy plan, shall be no less than as determined under the following table:

                                                          Percentage of Value of
                                                            Matching and Profit
Years of Service                                             Sharing Accounts
----------------                                          ----------------------
less than 3 Years of Service                                         0%
3 or more Years of Service                                         100%

          (b) If the Plan subsequently is determined to no longer be a top-heavy
plan, then the above minimum vesting schedule shall not apply to any portion of
a Participant's Matching Account and Profit Sharing Account which is accrued on
or after the first day of the first Plan Year in which the Plan is no longer a
top-heavy plan, provided that any Participant with three or more Years of
Service as of the first date on which the Plan is no longer a top-heavy plan may
elect to continue to be vested in accordance with the above minimum vesting
schedule during the period that the Plan is not a top-heavy plan.

                                   ARTICLE 16

            AMENDMENT, ESTABLISHMENT OF SEPARATE PLAN AND TERMINATION

          Section 16.1. Amendment. The Company may, at any time and from time to
time, amend, suspend or modify the Plan by written instrument duly adopted by
the Company, or, in the case of an amendment that does not have a material
impact on benefits to Participants and costs to the Employers, by written
instrument or resolution duly adopted by either the Committee or the Company's
Vice President, Global Human Resources. Any such amendment, suspension or
modification shall become effective as of the date the Company, the Committee,
or the Company's Vice President, Global Human Resources, as the case may be,
shall determine and may apply to Participants in the Plan at the time thereof as
well as to future Participants.

          Section 16.2. Establishment of Separate Plan. If an Employer withdraws
or is excluded from the Plan under Section 13.2, the Committee shall determine
the portion of each

                                       49

<PAGE>

investment fund held by the Trustee that is applicable to the Participants of
such Employer and their Beneficiaries and direct the Trustee to segregate such
portion in separate investment funds. Such separate investment funds shall
thereafter be held and administered as a part of the separate plan of such
Employer.

          The portion of each investment fund applicable to the Participants
(and Beneficiaries) of a particular Employer shall be:

          (a) the total amount credited to all subaccounts invested in such
investment fund that are applicable to the Participants (and Beneficiaries) of
such Employer, increased or decreased, as the case may be, by

          (b) an amount that bears the same ratio to the difference, if any,
between

               (i)  the total value of such investment fund, and

               (ii) the total amount credited to all subaccounts invested in
such investment fund

     as the total amount credited to the subaccounts invested in such investment
     fund that are applicable to the Participants (and Beneficiaries) of such
     Employer bears to the total amount credited to such subaccounts of all
     Participants (and Beneficiaries).

          Section 16.3. Full Vesting upon Termination of Participation or
Partial Termination of the Plan. In the event that any Employer terminates its
participation in the Plan or in the event of the partial termination of the Plan
(through a complete discontinuance of contributions or otherwise), the accounts
of all Participants of such Employer, or of those Participants who are affected
by the partial termination of the Plan, as the case may be, shall become fully
vested and shall not thereafter be subject to forfeiture.

          Section 16.4. Distribution upon Termination of the Plan. Any Employer
may at any time terminate its participation in the Plan by written instrument
executed on behalf of the Employer and duly adopted. In the event of any such
termination, the Committee shall determine the portion of each investment fund
held by the Trustee that is applicable to the Participants of such Employer and
their Beneficiaries and direct the Trustee to distribute such portion of each
investment fund to Participants (and Beneficiaries) ratably in proportion to the
balances of their respective subaccounts invested in such investment fund. The
portion of each investment fund applicable to the Participants (and
Beneficiaries) of such Employer shall be:

          (a) the total amount credited to all subaccounts invested in such
investment fund that are applicable to the Participants (and Beneficiaries) of
such Employer, increased or decreased, as the case may be, by

          (b) an amount that bears the same ratio to the difference, if any,
between

          (i) the total value of such investment fund, and

                                       50

<PAGE>

          (ii) the total amount credited to all subaccounts invested in such
investment fund

          as the total amount credited to the subaccounts invested in such
     investment fund that are applicable to the Participants (and Beneficiaries)
     of such Employer bears to the total amount credited to such subaccounts of
     all Participants (and Beneficiaries).

A complete discontinuance of contributions by an Employer shall be deemed a
termination of such Employer's participation in the Plan for purposes of this
Section.

          Section 16.5. Trust Fund to Be Applied Exclusively for Participants
and Their Beneficiaries. Subject only to the provisions of Article 6 and Section
16.4, and any other provision of the Plan to the contrary notwithstanding, it
shall be impossible for any part of the Trust Fund to be used for or diverted to
any purpose not for the exclusive benefit of Participants and their
beneficiaries or the payment of reasonable administrative expenses either by
operation or termination of the Plan, power of amendment or other means.

                                       51

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 21st day of August, 2003.

                                              BEARINGPOINT, INC.


                                              By: /s/ Joanne D. Myles
                                                  ------------------------------
                                              Title: Managing Director,
                                                     Global Human Resources

ATTEST:


/s/ Lisa A. Harig
----------------------------------
Title: Associate Corporate Counsel

                                       52