<PAGE>

                                                                   EXHIBIT 10.02

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                                       The

                        Education Management Corporation

                                 Retirement Plan

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                    Amended for Implementation August 1, 2003

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                               Table of Contents

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<S>                                                                                                    <C>
Quick-Reference Information

   Sponsor.............................................................................................1
   Other Participating Employers.......................................................................1
   Plan Administrator..................................................................................1
   Trustee.............................................................................................1
   Appeals Authority...................................................................................1
   Length Of Service Required For Benefits (Vesting Schedule)..........................................1
   Plan Year Ends Every................................................................................2
   Plan Number.........................................................................................2

Welcome To The Plan!

   Introduction........................................................................................2
   Individual accounts.................................................................................2
   Contributions.......................................................................................2
   Payments............................................................................................3
   Plan and summary plan description...................................................................3
   Ordinary names......................................................................................3
   Effective Date......................................................................................3

How You Get into the Plan

   Introduction........................................................................................4
   The eligibility requirements........................................................................4
   Actually getting in.................................................................................4
   If things change....................................................................................4

Trading Off Your Pay For Contributions to the Plan

   Introduction........................................................................................5
   How much you can trade off..........................................................................5
   How to do it........................................................................................5

Matching Contributions

   Introduction........................................................................................6
   Special eligibility rule............................................................................6
   Rate of match.......................................................................................6
   Form of matching contribution.......................................................................6
   Reports.............................................................................................7
   Investment..........................................................................................7
</TABLE>

                                      -ii-

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<S>                                                                                                   <C>
Profit Sharing Contributions

   Introduction........................................................................................7
   Who shares in profit sharing contributions..........................................................7
   How much you get....................................................................................8
   Reports.............................................................................................8

The Former ESOP and ESOP Accounts

   Introduction........................................................................................8
   Who has an ESOP account.............................................................................8
   Who would share in ESOP contributions...............................................................8
   How much you get....................................................................................9
   Reports.............................................................................................9

Incoming Rollovers

   Introduction........................................................................................9
   Direct rollover.....................................................................................9
   Indirect rollover...................................................................................9
   Rules applicable to both types of rollover.........................................................10
   Approval of plan administrator.....................................................................10
   Separate accounting................................................................................10

What Happens to the Money While It's in the Plan

   Introduction.......................................................................................10
   "Exclusive benefit."...............................................................................10
   Investment.........................................................................................10
   Recordkeeping......................................................................................10
   Return of contributions............................................................................11

Making Your Own Investment Decisions

   Introduction.......................................................................................11
   The choices........................................................................................11
   Getting information................................................................................12
   Implementing your choices..........................................................................12
   Your responsibility................................................................................12

When You Retire or Terminate Employment

   Introduction.......................................................................................13
   Normal retirement after age 65.....................................................................13
   Early retirement after age 55......................................................................13
   Disability.........................................................................................13
   Other termination of employment....................................................................13
   Forfeitures........................................................................................13
   Some special rules about termination of employment.................................................14
</TABLE>

                                      -iii-

<PAGE>

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<S>                                                                                                   <C>
When Payment is Actually Made

   Introduction.......................................................................................15
   General rule.......................................................................................15
   Your choices about timing..........................................................................15
   Latest possible date to take the money (or stock)..................................................15

How Payment is Made

   Introduction.......................................................................................16
   All accounts other than your ESOP account and EDMC Stock Fund Investment...........................16
   ESOP account and EDMC Stock Fund Investment........................................................16
   Having the money transferred directly to another plan..............................................17
   "Put" option.......................................................................................17

How to Claim Your Money or Stock

   Introduction.......................................................................................18
   Pre-approved payments..............................................................................18
   Making a formal claim..............................................................................19
   Appeal.............................................................................................19
   Discretionary authority............................................................................19

Payment Before Termination of Employment

   Introduction.......................................................................................19
   Withdrawal of after-tax contributions..............................................................20
   Age 59 1/2.........................................................................................20
   Age 70 1/2.........................................................................................20
   Hardship...........................................................................................20
   Safe harbor........................................................................................20
   General eligibility rules..........................................................................21
   Source of hardship distribution....................................................................21
   Application........................................................................................21

Borrowing Money From Your Accounts

   Introduction.......................................................................................21
   Eligibility........................................................................................21
   Number.............................................................................................21
   Amount.............................................................................................21
   Promissory note....................................................................................22
   Term...............................................................................................22
   Interest...........................................................................................22
   Source and application of funds....................................................................22
   Repayment..........................................................................................22
   Security...........................................................................................23
   Pre-payment........................................................................................23
   Default............................................................................................23
   How to apply.......................................................................................23
</TABLE>

                                      -iv-

<PAGE>

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<S>                                                                                                   <C>
In Case of Death

   Introduction.......................................................................................23
   If you're married..................................................................................24
   If you're not married..............................................................................24
   Naming your beneficiary and getting spousal consent................................................24
   Claiming your accounts.............................................................................25

Child Support, Alimony and Property Division in Divorce

   Introduction.......................................................................................25
   What a domestic relations order is.................................................................25
   What happens when a domestic relations order comes in..............................................25

How the Length of Your Service is Calculated

   Introduction.......................................................................................26
   12-Month periods...................................................................................26
   Becoming eligible for matching contributions.......................................................26
   Portion of your account............................................................................26
   Years of service...................................................................................27
   Full-time employees................................................................................27
   Part-time faculty..................................................................................27
   Other part-time employees..........................................................................27
   Working hours......................................................................................27
   Non-working hours..................................................................................27
   Back pay...........................................................................................27
   Breaks in service..................................................................................27
   How breaks in service cancel years of service......................................................28
   Service with related employers.....................................................................28

When You Return from Military Service

   Introduction.......................................................................................29
   Break in service...................................................................................29
   401(k) contributions...............................................................................29
   Matching contributions.............................................................................30
   Profit sharing contributions and ESOP contributions................................................30
   Your "pay."........................................................................................30
   Percentage of entitlement to employer accounts.....................................................30
   Limits and testing.................................................................................30

What the Plan Administrator Does

   Introduction.......................................................................................31
   Reporting and disclosure...........................................................................31
   Bonding............................................................................................31
   Numerical testing..................................................................................31
   Prohibited transactions............................................................................31
   Expenses...........................................................................................31
   Limitation.........................................................................................32
</TABLE>

                                       -v-

<PAGE>

<TABLE>
<S>                                                                                                   <C>
What the Employer Does

   Introduction.......................................................................................32
   Establishment......................................................................................32
   Contributions......................................................................................32
   Employment records.................................................................................32
   Insurance and indemnification......................................................................32
   Changing the plan..................................................................................32
   Exceptions.........................................................................................33
   Ending the plan....................................................................................33

Maximum Amount of 401(k) Contributions

   Introduction.......................................................................................34
   Dollar limit.......................................................................................34
   If the annual dollar limit is exceeded.............................................................34
   Utilization test...................................................................................35
   Who the restricted employees are...................................................................35
   Special rules for former employees.................................................................35
   Special rule for non-resident aliens...............................................................35
   Performing the utilization test....................................................................35
   If the utilization test reveals a problem..........................................................36
   Returning excess contributions.....................................................................37
   Combining plans....................................................................................37

Maximum Amount of Matching Contributions

   Introduction.......................................................................................38
   Matching contributions by themselves...............................................................38
   Matching contributions in combination..............................................................38
   If this test of matching contributions reveals a problem...........................................38

Maximum Amount of Total Contributions

   Introduction.......................................................................................39
   100% of pay or $40,000  limit......................................................................39
   If there's more than one defined contribution plan.................................................40
   Related employers..................................................................................40

Improvements When the Plan is Top-Heavy

   Introduction.......................................................................................40
   Who is in the concentration group..................................................................40
   Officers...........................................................................................40
   5% Owners..........................................................................................41
   1% Owners..........................................................................................41
   Performing the concentration test..................................................................41
   Defined benefit plans..............................................................................41
   Defined contribution plans.........................................................................41
   Add-backs..........................................................................................42
</TABLE>

                                      -vi-

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<S>                                                                                                   <C>
   Exclusions.........................................................................................42
   Concentration percentage...........................................................................42
   Exception..........................................................................................42
   Changes if the plan is top heavy...................................................................42
   Benefits in the event of termination of employment before retirement...............................42
   Minimum contribution...............................................................................42
   Maximum amount of total contributions..............................................................43

Special ESOP Provisions

   Introduction.......................................................................................43
   The nature of an ESOP..............................................................................43
   Investment.........................................................................................44
   "Employer securities.".............................................................................44
   Voting.............................................................................................45
   Diversification of ESOP accounts...................................................................46
   Pre-retirement diversification.....................................................................46
   Amount of pre-retirement diversification...........................................................47
   How to elect diversification.......................................................................47
   "Nonterminable" protections and rights.............................................................47
   Non-allocation under Code section 409(n)...........................................................47

Miscellaneous

   What "pay" or "compensation" means.................................................................48
   Adding back salary reduction amounts...............................................................48
   Excluding extraordinary items......................................................................48
   $200,000 limit on compensation.....................................................................49
   Leased employees...................................................................................49
   Family and medical leave...........................................................................49
   Changes in vesting schedule........................................................................49
   Non-Alienation.....................................................................................49
   Payments to minors.................................................................................49
   Unclaimed benefits.................................................................................50
   Plan assets sole source of benefits................................................................50
   No right to employment.............................................................................50
   Profit sharing and stock bonus plan................................................................50
   Merger of plan.....................................................................................50
   Protection of benefits, rights, and features from previous edition of plan.........................50
   Governing law......................................................................................50
   No PBGC Coverage...................................................................................51
   "Highly compensated employees."....................................................................51
   Statement of ERISA rights..........................................................................51

Special Arrangements for New Participating Employers

   Introduction.......................................................................................52
   Illinois Institute of Art..........................................................................52
   New York Restaurant School.........................................................................52
   Art Institutes International Portland, Inc.........................................................53
   Massachusetts Communications College...............................................................53
</TABLE>

                                      -vii-

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<TABLE>
<S>                                                                                                   <C>
   Art Institute of Charlotte.........................................................................53
   Art Institute of Las Vegas.........................................................................54
   Art Institute of California........................................................................54
   Miami International University of Art & Design (formerly International Fine Arts College (IFAC)....54
   Art Institute California Design College............................................................54
   Argosy Education Group, Inc........................................................................54
   Argosy Professional Services (The Ventura Group and The Connecting Link)...........................55
   Western State University College of Law............................................................55

Appendix A to the Education Management Corporation Retirement Plan....................................56

Appendix B to the Education Management Corporation Retirement Plan....................................60
</TABLE>

                                     -viii-

<PAGE>
================================================================================

                          Quick-Reference Information

================================================================================

Sponsor

Education Management Corporation
210 Sixth Avenue, 33rd Floor
Pittsburgh, PA 15222

Employer identification number assigned by the IRS: 25-1119571

Other Participating Employers

The other participating employers are listed on Appendix A, which appears at the
end of the plan

Plan Administrator

Education Management Corporation
210 Sixth Avenue, 33rd Floor
Pittsburgh, PA 15222

Telephone: (412) 562-0900

Trustee

Fidelity Management Trust Company
82 Devonshire Street
Boston, MA 02109

(Prior to the merger of the ESOP into the Retirement Plan,
the trustee of the assets of the ESOP was:
Marine Midland Bank
One Marine Midland Center, 17th Floor
P. O. Box 4567
Buffalo, NY 14240)

Appeals Authority

Education Management Corporation
210 Sixth Avenue, 33rd Floor
Pittsburgh, PA 15222

Length Of Service Required For Benefits (Vesting Schedule)

Less than 3 years of service     0%
3 years of service             100%

<PAGE>

          This vesting schedule applies only if you complete at least one hour
of service on or after January 1, 2002. If you do not complete at least one hour
of service on or after January 1, 2002, the vesting schedule under the prior
terms of the Retirement Plan apply.

Plan Year Ends Every December 31

Plan Number 001

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                              Welcome To The Plan!

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          Introduction. This is the Retirement Plan sponsored by Education
Management Corporation, which we will call "the sponsor." It is maintained by
the sponsor and the other participating employers identified above in the
section called "Quick-Reference Information" under the heading "Other
Participating Employers."

          Please note: The sponsor used to maintain two separate plans -- the
          Retirement Plan and the Employee Stock Ownership Plan. To simplify
          administration and make it easier for you to understand your
          retirement benefits, they have now been consolidated into a single
          plan, and this is it.

          Individual accounts. Simply put, the plan consists of a series of
individual accounts set up for the employees who are in the plan. Actually, an
employee may have a number of different accounts:

     .    a 401(k) account (if you choose to trade off pay for contributions to
          the plan),

     .    a match account (again, if you choose to trade off pay for
          contributions to the plan),

     .    a profit sharing account,

     .    an ESOP account (if you are eligible to participate in the ESOP
          portion of the plan), and

     .    a rollover account (if you roll money into this plan from another
          plan).

Employees who were in this plan (that is, the Retirement Plan) before May 1,
1992 and who made after-tax employee contributions also have an after-tax
contribution account for those after-tax employee contributions.

          Contributions. Money goes into your 401(k) account if you choose to
trade off pay for a contribution to the plan. If you do, the employer matches
your 401(k) contributions (assuming you have completed one year of service, as
described later in the plan); the matching contributions go into your match
account.

          The employer is permitted (but not required) to make additional
contributions -- beyond your 401(k) contributions and any matching
contributions. Your share of any additional contributions goes into your profit
sharing account.

                                       -2-

<PAGE>

          Payments. While the money is in the plan, it is invested in accordance
with your investment instructions (except for any ESOP account, which is
invested in employer stock, subject to certain diversification rights). Then,
after you leave the company, you are entitled to all of the money and employer
stock in your 401(k) account (and any rollover account or after-tax employee
contribution account, if you have one). Depending on the length of your service,
you may be entitled to part or all of the money and employer stock in your match
account, your profit sharing account and your ESOP account.

          Please note: Federal law may require withholding or other taxes on the
          money that you are paid from this plan. The plan administrator will
          naturally comply with any such law. But for the sake of simplicity, we
          will say here in the plan that you will receive "all the money and
          stock." Just keep in mind that "all the money and stock" is before any
          required withholding or other taxes.

          Plan and summary plan description. The plan document -- that's what
this is -- sets out the rules for how and when you get into the plan, how and
when money goes into your accounts, what happens to the money while it's in the
plan, and how and when you can get the money out.

          This plan is written in simple, easy-to-understand language.
Therefore, it serves as both the plan document and the "summary plan
description" required by federal law.

          Ordinary names. Throughout the plan, we will refer to things by their
ordinary names. We will call this plan simply "the plan." We will call the
sponsor which is identified in the section called "Quick-Reference Information"
simply "the sponsor." When we say "employer," we mean the sponsor or one of the
other participating employers -- whichever one employs you. When we say "you,"
we mean you the employee (or former employee) who participates in the plan. When
we say "Code," we mean the federal Internal Revenue Code of 1986, as in effect
from time to time.

          There is one exception to this rule. From time to time, we will refer
to your "pay" or "compensation." Unfortunately, those terms have highly
technical meanings, which can change for different purposes under the plan. The
various technical definitions are set forth at the end of the plan under the
heading "Miscellaneous."

          Effective Date. This edition of the plan generally takes effect on
August 1, 2003 and applies only to participants who have at least one hour of
service on or after that date. We say "generally" because there are a few
provisions that take effect on other dates; when those provisions come along, we
will say exactly when they take effect.

          This restatement of the Education Management Corporation Retirement
Plan is conditional upon approval by the Internal Revenue Service. Sometimes,
the IRS asks for minor, technical changes in order to give their approval, but
if any such changes are made, we will let you know.

                                       -3-

<PAGE>

================================================================================

                           How You Get into the Plan

================================================================================

          Introduction. Before you can get any benefit from the plan, you have
to get into the plan. This part of the plan document explains how you get in.

          The eligibility requirements. There are three requirements in order to
be eligible to get into the plan:

     .    First, you have to be an employee of the employer. Remember, when we
          say "the employer," we mean the sponsor or one of the other
          participating employers -- whichever one employs you. Independent
          contractors are not employees of the employer, nor are workers whose
          services are leased from a leasing organization (such as "temps"), and
          they are therefore not eligible for the plan.

     .    Second, you must be classified by the employer as a salaried, clerical
          or hourly employee and must not be (a) matriculated in an employer
          with an enrollment agreement (i.e., a student) or (b) a member of a
          collective bargaining unit unless the collective bargaining agreement
          provides for participation in this plan.

     .    Third, you must have worked for the employer for 30 days.

          Any special arrangements that might be made for employees of new
participating employers are described at the end of the plan in the section
called "Special Arrangements for New Participating Employers."

          Actually getting in. As soon as you meet all of the eligibility
requirements at the same time, you are enrolled in the plan on the first of the
next month. Enrollment is automatic; you don't have to fill out any forms just
to get into the plan. But you do have to take action if you want to:

     .    trade off pay for contributions to the plan, as explained in the
          following section called "Trading Off Your Pay for Contributions to
          the Plan," or

     .    direct the investment of your accounts into any investment option
          other than the default investment option, as explained later in the
          section called "Making Your Own Investment Decisions," or

     .    name a beneficiary for any benefits that may be payable after your
          death, as explained in the section called "In Case of Death."

          If things change. If at any time you cease to be an employee of the
employer or you cease to be employed in the classification of employees who are
eligible to get into the plan, then your participation in the plan ceases
immediately and automatically. (If you later return to employment with the
employer in the classification of eligible employees, you will participate in
the plan again immediately. It may be necessary to take action to re-start your
401(k) contributions, as described in the next section.)

                                       -4-

<PAGE>

          Of course, after you leave the plan, you may still be entitled to
receive the money in your account. (We will discuss this later in the section
called "When You Retire or Terminate Employment.") And you remain entitled to
direct the investment of the money in your account until it is paid or
forfeited.

================================================================================

               Trading Off Your Pay For Contributions to the Plan

================================================================================

          Introduction. You may have heard about plans called "401(k)" plans.
That's what this is. It offers you the opportunity to trade off your pay for
contributions to the plan. It is particularly attractive because, under the
current federal income tax law, you don't pay current federal income tax on the
amount of pay that you trade off for a contribution to the plan.

          Please note: While free from federal income tax, these amounts are
          still subject to Social Security tax (FICA) and state and local income
          tax in Pennsylvania and a few other states.

          How much you can trade off. You can trade off any percentage of your
pay, expressed in whole numbers, up to 99% of your pay (effective January 1,
2002).

          How to do it. If you would like to trade off some of your pay in
return for a contribution to the plan, get in touch with Fidelity, using the
toll-free number shown in the materials that you receive from Fidelity. You will
authorize the employer to reduce your pay by a certain percentage and, instead
of paying it to you in cash, to put that amount into your 401(k) account in the
plan.

          There are several simple rules for making contributions by this method
(these rules were created by the IRS):

     .    You must enter into an enforceable agreement with the employer to do
          this. (This is handled by Fidelity, which forwards your authorization
          to the employer to be implemented in the payroll system and sends you
          a confirmation in the mail.)

     .    The agreement only applies to pay that you earn after the agreement is
          entered into. (In other words, you can't make this type of
          contribution retroactively).

     .    You can terminate the agreement at any time by notifying Fidelity, but
          the agreement still applies to all pay that was earned while the
          agreement was in effect. (In other words, you can't terminate the
          agreement retroactively.)

     .    You can change your agreement at any time, but the change will take
          effect at the beginning of the following month.

          Whenever a contribution is made by this method, you will see it on
your pay stub. From this point forward in the plan, we will call these your
"401(k) contributions."

                                       -5-

<PAGE>

================================================================================

                              Matching Contributions

================================================================================

          Introduction. In order to encourage employees to make 401(k)
contributions (in other words, to encourage savings for retirement), the
employer agrees to make an additional contribution to the plan on your behalf if
you make 401(k) contributions. This is called a matching contribution and it is
an additional contribution on top of your pay.

          Special eligibility rule. Although you are eligible to make 401(k)
contributions on the first of the month after 30 days of employment with the
employer, you are not eligible for matching contributions until the next January
1 or July 1 after you have completed one year of service. This doesn't
necessarily mean 12 months. You may be credited with a "year of service" after
just 900 hours of service. This is explained later in the plan under the heading
"How the Length of Your Service Is Calculated."

          Rate of match. The employer agrees to make an additional contribution
to the plan of $1 for every dollar of 401(k) contributions that you choose to
make up to 3% of your pay plus $.50 for every dollar of 401(k) contributions
from 4% to 6% of your pay. Here is a table showing the match that would apply to
various levels of 401(k) contributions (effective January 1, 2002):

          401(k) Contributions           Match
          --------------------           -----
                1%                          1%
                2%                          2%
                3%                          3%
                4%                        3.5%
                5%                          4%
                6% - 99%                  4.5%

          Matching contributions are made each pay period. With one exception,
the matching contribution is calculated separately for each pay period, based on
your 401(k) contributions for that pay period alone, not on a cumulative basis
during the plan year. For example, if your rate of 401(k) contributions is less
than 6% for a particular pay period (so you're not getting the maximum available
matching contribution), you can't make it up by boosting your rate to more than
6% in some future pay period. And if your 401(k) contributions reach the dollar
limit described later in the plan in the section called "Maximum Amount of
401(k) Contributions" (and therefore stop) before the end of the year, your
matching contributions will stop at the same time.

          As an exception, however, effective January 1, 1999, if you have
maintained a rate of 401(k) contributions of 6% or more throughout the plan year
but your matching contributions stop because you reach the dollar limit on
401(k) contributions before the end of the year, the employer will make a
"catch-up" matching contribution, as soon as administratively possible at the
end of the plan year, in whatever additional amount is necessary to provide you
with the maximum available matching contribution for the plan year.

          Form of matching contribution. Matching contributions will ordinarily
be made in cash. But there are two possible exceptions. First, the employer is
permitted (but not required) to make matching contributions in employer stock.
Second, if forfeitures from ESOP accounts are used to

                                       -6-

<PAGE>

make the matching contribution, either in whole or in part, those forfeitures
may be applied either in the form of employer stock or by selling the stock and
applying them in cash.

          Reports. The employer's matching contribution is added to your match
account. When the employer contributes in this manner, you will see it on your
periodic statements from the trustee, Fidelity.

          Investment. To the extent that the matching contribution is made in
employer stock, your match account will be shown as invested in employer stock.
Keep in mind that this is still your match account, not an "ESOP account," which
is something different that is explained later in the plan in the section called
"The Former ESOP and ESOP accounts." You can direct that the employer stock in
your match account be sold and the proceeds invested in one or more of the
available investment options, as explained later in the section called "Making
Your Own Investment Decisions."

================================================================================

                          Profit Sharing Contributions

================================================================================

          Introduction. In addition to 401(k) contributions that you choose to
make, and the matching contributions that go with them, the employer can make
profit sharing contributions whenever it chooses to do so. The employer is under
no obligation to contribute to the plan in this manner. If the employer
contributes in this manner, its contribution is on top of your pay. That is, the
employer makes the contribution out of its own money; you don't have to trade
off any pay to get it. We will call these "profit sharing contributions."

          Who shares in profit sharing contributions. If the employer makes a
profit sharing contribution, the amount is allocated as of the last day of the
plan year (currently, December 31) among the individual accounts of all the
participants in the plan who meet all three of these requirements:

     .    you have become eligible to receive matching contributions by the last
          day of that plan year and

     .    you completed a year of service during that plan year (see "How the
          Length of Your Service Is Calculated," later in the plan, for what
          constitutes a "year of service") and

     .    you were employed by the employer on the last day of the plan year,
          currently December 31 (or you retired during the year, became disabled
          during the year or died during the year).

          Keep in mind that only employees who have become eligible for matching
contributions are entitled to share in profit sharing contributions. If you do
not become eligible for matching contributions until January 1, you do not share
in the profit sharing contributions for the preceding year.

                                       -7-

<PAGE>

          How much you get. Profit sharing contributions are divided in
proportion to each employee's pay from the employer during that year -- so
everybody gets an amount equal to the same percentage of pay added to his or her
account.

          Reports. A profit sharing contribution by the employer is added to
your profit sharing account. When the employer contributes in this manner, you
will see it on your periodic statements from the trustee, Fidelity.

================================================================================

                        The Former ESOP and ESOP Accounts

================================================================================

          Introduction. The ESOP loan has been paid off, so no more ESOP
contributions by the employer are contemplated (as explained near the end of the
plan in the section called "Special ESOP Provisions"). But participants may
still have ESOP accounts, reflecting contributions to the ESOP when it was a
separate plan, so it is useful to describe ESOP accounts.

          Who has an ESOP account. Not everyone in the plan has an ESOP account.
There are two categories of employees who have ESOP accounts:

     .    Everyone who had an account in the Education Management Corporation
          Employee Stock Ownership Plan before it was merged into this plan,
          effective April 7, 1999, still has an ESOP account. It is the same
          account that he or she had under the ESOP; now it is maintained under
          this plan instead.

     .    Everyone who received an allocation of ESOP contributions or
          forfeitures through the end of 1999 or receives an allocation of ESOP
          forfeitures after 1999 also has an ESOP account, in which those ESOP
          contributions or forfeitures are held.

          Who would share in ESOP contributions. Though no more employer
contributions are contemplated for the ESOP portion of the plan, this section
describes how an employer contribution would be allocated among participants if
it were to be made. ESOP contributions would be allocated as of the last day of
the plan year (currently, December 31) among the ESOP accounts of employees in
the plan who meet all of these requirements:

     .    You were employed on the last day of the plan year by an employer that
          participates in the ESOP feature of the plan (or you retired from such
          an employer during the year, became disabled from such an employer
          during the year, or died during the year while employed by such an
          employer).

          Please note: Not all employers who participate in the 401(k) feature
          of the plan participate in the ESOP feature. To find out if your
          employer participates in the ESOP feature, look at the list of
          participating employers on Appendix A at the end of this plan:
          employers that do not participate in the ESOP are denoted with an
          asterisk.

     .    You have become eligible to receive matching contributions by the last
          day of that year.

                                       -8-

<PAGE>

     .    You completed a year of service during that plan year (see "How the
          Length of Your Service Is Calculated," later in the plan, for what
          constitutes a "year of service").

          Keep in mind that only employees who have become eligible for matching
contributions are entitled to share in ESOP contributions. If you do not become
eligible for matching contributions until January 1, you do not share in any
ESOP contributions for the preceding year.

          How much you get. ESOP contributions would be divided in proportion to
each eligible employee's pay from the employer during that year -- so everybody
would get an amount equal to the same percentage of pay added to his or her ESOP
account. (If you are still technically employed by the sponsor or another
employer that participates in the ESOP, so that you would be entitled to share
in ESOP contributions or forfeitures, but some of your pay comes from another
employer that does not participate in the ESOP feature, your pay from both
employers would be taken into account for this purpose.)

          Reports. Your share of ESOP contributions would be added to your ESOP
account as of the last day of the plan year. You would see the amount on your
statements from the trustee, Fidelity.

================================================================================

                                Incoming Rollovers

================================================================================

          Introduction. There is one other way that money can come into the plan
for you. That is when money is transferred from another plan. It is called a
"rollover," and this section will explain how it works.

          Direct rollover. If you are entitled to get money from another
employer-sponsored retirement plan that is an "eligible retirement plan" under
the Code or an individual retirement account, and it constitutes an "eligible
rollover distribution" under the Code, that plan must offer you the opportunity
to have the money transferred directly to another plan (instead of paid to you
in cash) if you can find a plan that will take it.

          This plan will take a direct transfer of that type, if all of the
other rules of this section are met. (This is what the law calls a "direct
rollover.")

          Indirect rollover. Instead of choosing a direct rollover from that
other plan or individual retirement account to this plan, you may choose to take
the money in cash from that other plan. If you do, and you get what the law
calls an "eligible rollover distribution," you can still make a rollover to this
plan if:

     .    you deliver a check to the plan administrator not later than the 60th
          day after you received the money from the other plan or individual
          retirement account; and

     .    all of the other rules of this section are met.

                                       -9-

<PAGE>

          The rules of the Code for indirect rollovers are very strict and can
be very tricky. This plan does not attempt to explain those rules. You should
consult the tax advisor of your choice.

          Rules applicable to both types of rollover. This plan will not accept
any rollover that does not comply with the requirements of the Code. Foremost
among them is the requirement that the rollover come from an eligible retirement
plan that is meets the requirements of the applicable section of the Code or an
individual retirement account that meets the requirements of Section 408 of the
Code.

          In addition, this plan is set up to be generally exempt from the joint
and survivor annuity rules of the Code. This plan will not accept any transfer
of assets from another plan if the effect would be to make this a "transferee
plan" subject to those rules.

          Approval of plan administrator. If you would like to make a rollover
to this plan, get in touch with the trustee (Fidelity), which can give you the
forms. The plan administrator has complete authority to deny any requested
rollover if the person requesting the rollover is unable or unwilling to satisfy
the plan administrator that the rollover complies with these rules and will not
jeopardize the intended status and operation of the plan.

          Separate accounting. If the plan accepts a rollover on your behalf,
that rollover will be put into a separate account for you -- separate from your
401(k) account, your match account, your profit sharing account and your ESOP
account (if any).

================================================================================

                What Happens to the Money While It's in the Plan

================================================================================

          Introduction. As required by law, the individual accounts of the
employees in the plan are held in trust by the trustee identified at the
beginning of the plan in the section called "Quick-Reference Information" under
the heading "Trustee." A trust is a pool of assets held by an individual or
company (such as a bank) who is called the "trustee." All contributions to the
plan are paid to the trustee.

          "Exclusive benefit." The trustee holds the assets of the plan for the
exclusive benefit of the employees in the plan -- that is, exclusively for the
purposes of providing benefits to participants and beneficiaries of the plan and
defraying the reasonable expenses of administering the plan.

          Investment. Assets held by the trustee are invested by the trustee in
accordance with the terms of the plan. Except for ESOP accounts, the plan gives
you free choice among a number of different investment funds (as described in
the following section of the plan). ESOP accounts are invested in employer
stock, subject to diversification rights under certain circumstances, as
described in more detail near the end of the plan in the section called "Special
ESOP Provisions."

          Recordkeeping. Though the money is all pooled together for investment
purposes, you still have one or more individual accounts. The plan administrator
is responsible for keeping track of your individual accounts.

                                      -10-

<PAGE>

          The investments are valued daily. But the government requires us to
say here that the plan administrator will figure out the total value of the
investments of the plan at the end of every year. If the value has gone up since
the last valuation, then all of the accounts will be increased in the same
proportion. If the value has gone down since the last valuation, then all of the
accounts will be decreased in the same proportion. The plan administrator will
give you periodic reports of the value of your account.

          Return of contributions. Except for a few unusual circumstances, once
the employer puts money into the plan, the money can never come back to the
employer. Here are the exceptions:

     .    If the employer made the contribution by mistake of fact, then it can
          be returned within 1 year after the contribution was made.

     .    All contributions by the employer are made on the condition that they
          are deductible by the employer for federal income tax purposes. If any
          part of a contribution is disallowed, that part of the contribution
          can be returned to the employer within 1 year after disallowance of
          the deduction.

     .    If this plan fails to qualify initially for favorable tax treatment
          under the Code, then all contributions can be returned to the
          employer, as long as an application for determination on the plan was
          filed with the Internal Revenue Service by the due date of the
          employer's return for the taxable year in which the plan was adopted.

================================================================================

                      Making Your Own Investment Decisions

================================================================================

          Introduction. This plan allows you to have considerable control over
how your money is invested. This section of the plan will explain how you do it.
Keep in mind that this section applies to all of your accounts except your ESOP
account, which is invested in employer stock (but can be diversified under
certain circumstances), as described in more detail near the end of the plan in
the section called "Special ESOP Provisions."

          The choices. The plan offers a number of choices. They are listed on
Appendix B, which is a separate sheet that forms a part of this plan and which
also includes a brief description of each alternative (taken from information
published by Fidelity).

          The choices may change from time to time. When they do, you will be
given a new Appendix B showing all of the choices that are in effect after the
change is made.

          As described in Appendix B, employer stock has been made a permitted
investment choice. For your accounts other than your ESOP account, the employer
stock investment choice is an "employer stock fund." This is a so-called
"unitized" fund that works like a mutual fund. If you invest your non-ESOP
accounts in this fund, you will receive units, not shares, in your account. Each
unit represents an interest in the fund. The fund holds shares of employer stock
and some cash. Your ESOP account, however, is credited with shares of employer
stock, not

                                      -11-

<PAGE>

units in an employer stock fund. Throughout this plan, you will see examples
using share numbers and other references to share amounts. Just remember that
with respect to your accounts other than your ESOP account, your investment in
employer stock will be reported to you as units rather than shares. At some
point in the future, the ESOP may be converted into a unitized fund.

          Please note: If matching contributions are made in employer stock,
          your match account will be invested in employer stock to that extent,
          rather than in any of the investments shown on Appendix B. But you may
          direct the trustee at any time to sell the employer stock and
          re-invest the proceeds in one or more of the investments shown on
          Appendix B, as explained below under the heading "Implementing your
          choices."

          Getting information. The plan administrator cannot tell you which
investment choice is best for you; that is your decision alone, and the plan
administrator is not licensed as an investment advisor.

          But the plan administrator will provide you with more specific
information about the choices, including exactly what each fund is invested in,
who runs each fund, and how each fund has performed in the past. We hope this
information will be helpful to you in making your choices.

          Implementing your choices. When you first join the plan, you will make
your investment choices by contacting the trustee, Fidelity, at the toll-free
number shown in the materials that you receive from Fidelity. After joining the
plan, you can change your investment choices whenever you like during normal
business hours. Just call Fidelity at the toll-free number shown in the
materials that you receive from Fidelity. A representative will guide you
through making the change.

          If for any reason there is no current investment direction on file for
          you with the trustee, the plan hereby requires that your accounts
          (other than your ESOP account, if any) be invested in the Managed
          Income Portfolio, and neither the plan administrator nor the trustee
          nor any other fiduciary of the plan shall have any authority or
          discretion to direct otherwise. The same applies to any portion of
          your investment direction that becomes out of date, such as if you
          have chosen a particular fund and that fund is no longer offered
          (unless a substitute fund is automatically provided).

          Your responsibility. In return for complete freedom to choose how your
accounts are invested among the available investment funds, you take complete
responsibility for your choices. No one else is responsible for helping you or
keeping you from making bad decisions. In fact, no one monitors your decisions
at all.

          This plan is designed to take advantage of section 404(c) of the
Employee Retirement Income Security Act of 1974, as amended, which means that
the plan administrator and the trustee and all other fiduciaries of the plan are
relieved of any and all responsibility for the investment decisions that you
make.

                                      -12-

<PAGE>

================================================================================

                     When You Retire or Terminate Employment

================================================================================

          Introduction. This is a retirement plan. The purpose is for both you
and the employer to save for your retirement. This section will explain when you
can get your money and employer stock.

          Normal retirement after age 65. If your employment with the employer
terminates any time on or after your 65th birthday, you are entitled to all the
money and employer stock in your 401(k) account, match account, and profit
sharing account, as well as all of the money and employer stock in your
after-tax contribution account and rollover account, if you have them. In
addition, you are entitled to all of the stock and cash in your ESOP account.

          Early retirement after age 55. If your employment with the employer
terminates any time before age 65 but after age 55 and you have completed at
least 5 years of service, you are entitled to all the money and employer stock
in your 401(k) account, match account, and profit sharing account, as well as
all of the money and employer stock in your after-tax contribution account and
rollover account, if you have them. In addition, you are entitled to all of the
stock and cash in your ESOP account. (To figure out your length of service, see
the section entitled "How Your Length Of Service Is Calculated.")

          Disability. If you become totally and permanently disabled, then you
are entitled to all the money and employer stock in your 401(k) account, match
account, and profit sharing account, as well as all of the money and employer
stock in your after-tax contribution account and rollover account, if you have
them. In addition, you are entitled to all of the stock and cash in your ESOP
account.

          For this purpose, "totally and permanently disabled" means that, in
the opinion of a physician selected by the plan administrator, you are unable to
engage in any substantially gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or to be of long, continued and indefinite duration.

          Other termination of employment. If your employment with the employer
terminates before normal or early retirement or disability (as just described),
you are entitled to receive all the money and employer stock in your 401(k)
account, as well as all of the money and employer stock in your after-tax
contribution account and rollover account, if you have them.

          In addition, you are entitled to receive part or all of the money and
employer stock in your match account, your profit sharing account, and your ESOP
account (if you have them) if you completed enough years of service to become
vested. At the beginning of the plan, in the section called "Quick-Reference
Information," under the heading "Length Of Service Required For Benefits," there
is a table showing what percentage of these accounts you get. (To figure out
your length of service, see the section entitled "How Your Length Of Service Is
Calculated.")

          Forfeitures. Any portion of your accounts that you are not entitled to
when your employment terminates is forfeited. If you are not vested at all,
forfeiture occurs when your employment terminates, because you are considered to
have taken your entitlement (which is

                                      -13-

<PAGE>

zero) at that time. If you are partially vested, forfeiture occurs (a) whenever
you take the portion that you are entitled to or (b) otherwise when you have
five consecutive break in service years. (With respect to your ESOP account,
forfeitures are taken first from any cash in your account; they are taken from
stock allocated to your account only as a last resort.)

          If you are later re-employed, the amount of the forfeiture (with no
adjustment for subsequent gains, losses, or expenses) will be restored to your
accounts if, and only if, you re-pay the full amount that you previously
received from the plan. Re-payment must be made within 5 years after you are
first re-employed and before you suffer 5 break in service years in a row (as
described below under the heading "How The Length Of Your Service Is
Calculated").

          The money or stock to restore each of your accounts (match, profit
sharing or ESOP) will come from forfeitures from accounts of the same type
occurring during the same year when restoration is required, to the extent that
such forfeitures are available. If not, forfeitures from different types of
accounts may be used. If forfeitures in total are inadequate, the employer will
contribute the balance in cash. Effective January 1, 2000, any balance of
forfeitures during a plan year in excess of what is necessary to restore
accounts during that year will be applied as follows:

     .    Forfeitures from profit sharing accounts will be applied toward the
          employer's obligation to contribute under the plan and allocated in
          the same manner as required employer contributions, thus reducing the
          amount of cash contribution necessary from the employer to make the
          required contributions. (This change was previously made effective
          December 28, 1999.)

     .    Forfeitures from matching accounts and ESOP accounts will be applied
          in one of the following two ways: (i) forfeitures from both types of
          accounts will be applied toward the employer's obligation to
          contribute under the plan and allocated in the same manner as required
          employer contributions, thus reducing the amount of cash contribution
          necessary from the employer to make the required contributions or (ii)
          forfeitures from match accounts will be applied toward the employer's
          obligation to make matching contributions and allocated as if they
          were matching contributions, thus reducing the amount of cash
          contribution necessary from the employer to make the required matches,
          and forfeitures from ESOP accounts will be allocated as if they were
          ESOP contributions. For the 2000 plan year, method (i) will be used.
          For plan year 2001 and future years, the sponsor will decide before
          the plan year begins whether method (i) or method (ii) will be used
          for that plan year. (The sponsor will be exercising its authority to
          change the plan, as described in the section called "What the Employer
          Does," under the heading "Changing the plan.") For plan year 2001 and
          future years, if for any reason the sponsor has not acted before the
          plan year begins, method (ii) will be used for that plan year.

          Some special rules about termination of employment. When we say your
"employment with the employer terminates," we mean that you are no longer
employed by any employer that participates in the plan nor by any other member
of the controlled group of trades or businesses (as described later in the plan
under the heading "How The Length Of Your Service Is Determined"). In addition,
we mean that you have a "severance from employment" that permits you to receive
your 401(k) contributions under the rules of section 401(k) of the Code and the
regulations under that section.

                                      -14-

<PAGE>

================================================================================

                          When Payment is Actually Made

================================================================================

          Introduction. The preceding section described what you are entitled to
when you retire or your employment terminates for some other reason. This
section will go on to describe when payment is actually made, which depends on a
number of factors.

          General rule. Payment is made as soon as administratively possible
after your termination of employment. If payment is made because you have become
totally and permanently disabled (as described in the preceding section),
payment is made as soon as it is determined that you have suffered total and
permanent disability. This applies to all your accounts: your 401(k) account,
after-tax account, and rollover account (if you have them), as well as your
match account, profit sharing account, and ESOP account (to the extent you are
vested, of course).

          As an exception to the general rule that this edition of the plan
applies only to participants who complete at least one hour of service on or
after August 1, 2003, this section of the plan will be applied to all
participants who have not yet received distribution of their ESOP accounts as of
August 1, 2003, no matter when their employment terminated.

          Your choices about timing. If your entitlement is $5,000 or less, you
do not have any choices about timing. You must take the money (or stock) when
you are first entitled to payment. (For distributions before March 22, 1999,
there was an additional rule that your entitlement was never more than $5,000 on
the occasion of any previous distribution.) If your entitlement is $5,000 or
less, the plan administrator will notify you and, if you don't initiate a
withdrawal by calling the trustee, will direct the trustee to pay you your
entitlement.

          But if your entitlement is more than $5,000, payment will not be made
unless and until you apply for it. This gives you some ability to postpone
payment. When you want to take the money (or stock), start the process by
calling the trustee (Fidelity) at (800) 835-5092. The process is described later
in the plan in the section called "How to Claim Your Money or Stock."

          The law says that, after your employment terminates, you must receive
the money (or stock) no later than 60 days after the close of the plan year in
which your employment terminated (or you attain age 65, if later) unless you
choose not to take it. If you don't apply for the money by that date, we will
interpret your silence as your choice not to take the money yet.

          Latest possible date to take the money (or stock). While you have some
ability to postpone payment of your benefit, you can't postpone it forever. Once
your employment has terminated and you have reached age 70 1/2, you must at
least begin to take the money by April 1 of the following year (that is, April 1
of the year following the year in which your employment with the employer
terminates or you attain age 70 1/2, whichever comes later). Then you must take
more by the end of that plan year and every following plan year on a schedule
that does not extend beyond your life expectancy (or the joint life expectancies
of you and your designated beneficiary). Life expectancy is determined by tables
issued by the Internal Revenue Service and will be re-determined every year. (Of
course, you may take all the money to which you are entitled at any time after
age 70 1/2; you need not string it out.)

                                      -15-

<PAGE>

          Please note: There is a stricter rule for 5% owners. Any employee who
          is a 5% owner upon attainment of age 70 1/2 must begin to take the
          money by April 1 of the following year even if he or she remains
          employed.

          The plan administrator will pay you whatever is necessary to comply
with this provision of the law (section 401(a)(9) of the Code, including the
"minimum incidental death benefit" rules) even if you don't apply for payment.
Payments that are required to be made under this section can not be transferred
to another plan in a direct rollover.

================================================================================

                               How Payment is Made

================================================================================

          Introduction. When your employment has terminated and the time comes
for payment, the next question is, In what form is the payment made? This
section will answer that question.

          All accounts other than your ESOP account and EDMC Stock Fund
Investment. The form of payment for all of your accounts other than your ESOP
account and your investment in the EDMC Stock Fund is payment in a single sum by
check made payable to you. (If any of your match account remains invested in
employer stock, the trustee will sell the stock and distribute the cash.)

          ESOP account and EDMC Stock Fund Investment. Any part of your ESOP
account or any part of your investment in the EDMC Stock Fund will be paid to
you in cash unless you elect to receive distribution in the form of employer
stock. If you elect to receive distribution in the form of employer stock, your
entire distribution will be in the form of full shares of employer stock, except
that any remaining partial share is paid in cash. Employer stock will be paid
either by having the stock issued in your name and sending the actual stock
certificate to you or your account at some institution or, if the trustee can do
it, by making a wire transfer to a brokerage account that you designate.

          You may take payment of your ESOP account in a single payment. Or, if
you prefer, you may take your ESOP account in annual installments over two,
three, four or five years. If you take it in installments, each annual payment
is equal to the amount in your account, divided by the number of remaining
payments. For example, if you chose to take your ESOP account in annual
installments over five years, when the first payment was to be made, there would
be 5 remaining payments, so you would get 1/5 of the amount in your account at
that time. The next year, there would be 4 remaining payments, so you would get
1/4 of the amount in your account at that time. Eventually, in the fifth year,
there would be only 1 remaining payment, so you would get 1/1 (that is, all) of
the amount in your account at that time.

          After receiving stock from the trustee, it's yours to keep or sell on
the open market, as you see fit. (The stock is publicly traded.)

          If you are required to take part of your account out of the plan
because of the rules explained in the previous section under the heading "Latest
possible date to take the money (or stock)," the requirement will be met first
by taking money out of accounts other than your ESOP account. But if the
requirement cannot be satisfied without taking stock out of your ESOP account,
you will be offered the opportunity to take the amount of stock necessary to
satisfy the

                                      -16-

<PAGE>

requirement. If you do not do so, however, the trustee will be forced to sell
enough stock to satisfy the requirement and then will pay you in cash. (As an
exception to the general rule that this edition of the plan applies only to
participants who complete at least one hour of service on or after August 1,
2003, this paragraph will be applied to all participants who are required to
take distributions on or after August 1, 2003, no matter when their employment
terminated.)

          Having the money transferred directly to another plan. Rather than
taking the money (or stock) and paying taxes on it when the time comes for
payment, you may be able to make a "direct rollover" to another plan. Direct
rollovers can be made to plans of these types:

     .    a pension, profit sharing or stock bonus plan that is qualified under
          section 401(a) of the Code, or

     .    a tax-sheltered annuity that meets the requirements of Section 403(a)
          of the Code, or

     .    a deferred compensation plan sponsored by a state or local government
          that meets the requirements of Section 457 of the Code, or

     .    an individual retirement account or individual retirement annuity
          (IRA), or

     .    an annuity plan described in section 403(a) of the Code.

This might happen, for example, if you get another job and the plan of your new
employer will accept the transfer. Naturally, this plan will not make the
transfer if the other plan will not accept it.

          All payments from this plan are eligible for direct rollover except
the following:

     .    any payment to the extent that it is required because you have reached
          age 70 1/2,

     .    effective for payments after 1999, any hardship distribution of 401(k)
          contributions, and

     .    any payment under an annuity contract that has been purchased for and
          given to you as described near the end of the plan in the section
          called "Alternative Form of Payment for Grandfathered Members."

          If the money that you are about to receive is eligible for direct
rollover to another plan, the plan administrator will notify you and give you at
least 30 days to decide whether you would like to have a direct rollover to
another plan. On the other hand, you don't have to wait 30 days; you may take
the money or do the direct rollover as soon as 7 days after receiving
notification from the plan administrator, as long as you sign the appropriate
form waiving your right to consider your decision for 30 days.

          "Put" option. In the unusual event that the stock of Education
Management Corporation that you receive is subject to a restriction under any
federal or state securities law, any regulation thereunder, or an agreement
affecting the security, that would make the security not as freely tradable as a
security not subject to restriction, you are entitled to make Education
Management Corporation buy the stock back from you for cash. This is officially
known as a "put option" and it also applies to any beneficiary of yours. Here
are the rules:

                                      -17-

<PAGE>

     .    You can exercise the put option at any time within 60 days after you
          get the stock or during a corresponding window period of 60 days
          during the following plan year. (The time will be extended by any
          period during which Education Management Corporation is prohibited by
          law from buying the stock back from you.)

     .    You exercise your put option by notifying Education Management
          Corporation in writing.

     .    Education Management Corporation will buy the stock back from you at
          fair market value, as determined by the ESOP Committee. Or, with the
          consent of Education Management Corporation, the trustee may buy the
          stock back from you at fair market value.

     .    If the stock was distributed to you within a single taxable year and
          represented your complete entitlement under the plan, payment for your
          stock will be made in substantially equal installments (at least
          annually) over a period of not more than 5 years, as chosen by the
          purchaser, with the first payment within 30 days after you exercise
          the put option. The unpaid installments will bear a reasonable rate of
          interest and will be adequately secured by the purchaser.

     .    On the other hand, if the stock is coming to you in installments,
          payment for your stock will be made within 30 days after you exercise
          the put option with respect to each installment.

================================================================================

                        How to Claim Your Money or Stock

================================================================================

          Introduction. This section of the plan describes how to get your money
when the time comes.

          Pre-approved payments. The plan administrator keeps the trustee
(Fidelity) up to date about the employment status, vesting status, etc., of
participants in the plan. That means, when the time comes for you to get your
money, you can (and should) simply call Fidelity.

          Based on the information already in your file from the plan
administrator, Fidelity will talk with you about the options that are available.
When you decide what you would like to do, give the instructions to Fidelity. If
the information on file at Fidelity shows that you are entitled to payment,
Fidelity will simply make the payment:

     .    For all payments other than from your ESOP account, you can expect to
          receive payment from Fidelity within 7 to 10 days.

     .    For distributions from your ESOP account, payments will be processed
          on the 5th and the 20th day of each month. It takes Fidelity about 4
          to 6 weeks to issue a paper stock certificate. If you would prefer a
          wire transfer to a brokerage account of your choosing,

                                      -18-

<PAGE>

          ask Fidelity whether wire transfers are available. If so, Fidelity
          will provide you with the necessary information. Wire transfers (if
          available) can be made in 7 to 10 days.

          Making a formal claim. If for any reason Fidelity does not give you a
payment that you believe you are entitled to, or if you have any other type of
claim under the plan, you need to make a formal claim to the plan administrator.
Write to the plan administrator at the address shown at the beginning of the
plan in the section called "Quick-Reference Information" explaining what you
want and why you believe you are entitled to it.

          If your claim is granted, the plan administrator will get in touch
with Fidelity to make sure that payment is made. If your claim is denied, the
plan administrator will respond to you in writing, point out the specific
reasons and plan provisions on which the denial is based, describe any
additional information needed to complete the claim, and describe the appeal
procedure.

          Appeal. If your claim is denied and you disagree and want to pursue
the matter, you must file an appeal in accordance with the following procedure.
You cannot take any other steps unless and until you have exhausted the appeal
procedure. For example, if your claim is denied and you do not use the appeal
procedure, the denial of your claim is conclusive and cannot be challenged, even
in court.

          To file an appeal, write to the appeals authority identified at the
beginning of the plan in the section called "Quick-Reference Information"
stating the reasons why you disagree with the denial of your claim. You must do
this within 60 days after the claim was denied. In the appeal process, you have
the right to review pertinent documents. You have the right to be represented by
anyone else, including a lawyer if you wish. And you have the right to present
evidence and arguments in support of your position.

          The appeals authority will issue a written decision within 60 days.
The appeals authority may, in its sole discretion, decide to hold a hearing, in
which case it will issue its decision within 120 days. The decision will explain
the reasoning of the appeals authority and refer to the specific provisions of
this plan on which the decision is based.

          Discretionary authority. The plan administrator and appeals authority
shall have and shall exercise complete discretionary authority to construe,
interpret and apply all of the terms of the plan, including all matters relating
to eligibility for benefits, amount, time or form of benefits, and any disputed
or allegedly doubtful terms. In exercising such discretion, the plan
administrator and appeals authority shall give controlling weight to the intent
of the sponsor of the plan. All decisions of the appeals authority in the
exercise of its authority under the plan (or of the plan administrator absent an
appeal) shall be final and binding on the plan, the plan sponsor and all
participants and beneficiaries.

================================================================================

                    Payment Before Termination of Employment

================================================================================

          Introduction. Normally, your accounts will be paid after you retire
(or your employment terminates for some other reason). But there are a few
circumstances in which you can take

                                      -19-

<PAGE>

money out of certain accounts even before your employment has terminated. This
part of the plan explains those times.

          Withdrawal of after-tax contributions. If you were a member of this
plan (that is, the Retirement Plan) before May 1, 1992 and you made after-tax
contributions, you may withdraw all or any portion of those contributions at any
time upon request, except that if the value of your after-tax contribution
account has declined below the amount of contributions that you made, you may
only withdraw the lesser amount, of course.

          Age 59 1/2. When you reach age 59 1/2, you may withdraw all or any
portion of your 401(k) account upon request, except that withdrawal may not be
made more often than once during each plan year, and the minimum withdrawal is
$500.

          Age 70 1/2. After you reach age 70 1/2, you may take all the money in
all your accounts at any time upon request, even if you are still employed by
the employer.

          Hardship. If you suffer immediate and heavy financial need (whether or
not you are still employed by the employer), you may be able to get some or all
of your 401(k) contributions out of the plan. There are general eligibility
rules, but there is also a "safe harbor." The "safe harbor" means that you
qualify automatically for a hardship withdrawal under particular, narrow
circumstances. We will describe the safe harbor eligibility rules first.

          Safe harbor. Under the safe harbor eligibility rules, the following
four types of financial need automatically qualify for a hardship withdrawal:

     .    medical expenses that would be deductible under section 213 of the
          Code,

     .    purchase of a principal residence for the employee,

     .    payment of college or graduate school tuition (for the next school
          term only) for the employee, spouse, children or other dependents, or

     .    the need to prevent eviction of the employee or foreclosure on his or
          her personal residence.

If you have one of those financial needs, you can get a hardship withdrawal (no
more than the amount of the financial need, of course), provided that:

     .    you have obtained all distributions and loans available under all
          plans of the employer;

     .    all qualified plans of the employer provide that your 401(k)
          contributions and employee contributions (if applicable under the
          plan) will be suspended for at least 6 months (effective January 1,
          2002) following the distribution (this plan so provides if you choose
          to use this safe harbor); and

     .    all qualified plans of the employer provide that the 401(k)
          contributions made during the year of the distribution will count
          against the $10,500 limit on 401(k) contributions (described later in
          this plan) for the calendar year following the calendar year of the
          distribution (this plan so provides if you choose to use this safe
          harbor).

                                      -20-

<PAGE>

          General eligibility rules. If you do not have one of the four "safe
harbor" financial needs, or if you choose not to use the safe harbor, you may
still qualify for a hardship withdrawal. The plan administrator will determine
whether your financial need is immediate and heavy within the meaning of the
plan, taking into account whether the need was predictable and within your
control.

          The amount of hardship distribution that you can receive from the plan
under the general eligibility rules is only that which is necessary to respond
to the need after all other resources reasonably available to you have been
exhausted. All other resources available to you will be considered to have been
exhausted only if you truthfully affirm that the need cannot be met by insurance
reimbursement, reasonable liquidation of your assets or assets of your husband
or wife or minor children that are reasonably available to you, cessation of
401(k) contributions or employee contributions under any plan of the employer,
borrowing from commercial sources or other distributions or non-taxable loans
from any employer.

          Source of hardship distribution. A hardship distribution can be made
from the contributions that were made by trading off pay. This really means just
the contributions, not any earnings on those amounts, except that, if you were a
member of the plan before January 1, 1989 and you made 401(k) contributions,
then the earnings on those contributions up through December 31, 1988 can be
taken into account.

          Application. If you suffer immediate and heavy financial need and want
a hardship distribution from the plan, call the trustee (Fidelity). Fidelity
will review your circumstances against the requirements of the plan and let you
know whether a hardship withdrawal is available and, if so, how much. If you
wish to proceed, Fidelity will then provide you with the appropriate forms. Just
complete the forms and return them to Fidelity.

================================================================================

                       Borrowing Money From Your Accounts

================================================================================

          Introduction. This is a retirement plan, and we do not encourage
people to take loans from their accounts. Nevertheless, active employees (not
retirees or other former employees) may borrow from their 401(k) account (and
after-tax account and rollover account, if any), and this section of the plan
will describe how much you can get and how to do it.

          Eligibility. Loans are available only to members of the plan who are
receiving a paycheck from the employer. For example, loans are available to
active employees, employees on paid leave of absence and former employees who
are receiving severance pay. But loans are not available to other former
employees (such as retirees) or to employees on unpaid leave of absence.

          Number. You may have one home loan (as described below) and one
personal loan (as described below) but you may not have more than one of each
kind (that is, you may not have more than two loans).

          Amount. The minimum loan is $1,000. The maximum loan is one-half of
the sum of your 401(k) account and, if you have them, your rollover account and
after-tax contribution account. The amount is judged at the time of your
application for the loan.

                                      -21-

<PAGE>

          As an exception, you may never have loans outstanding of more than
$50,000 from all plans of the employer and any other members of the same
controlled group of trades or businesses. And the limit of $50,000 is reduced by
the amount by which you have paid off any loans within the previous twelve
months.

          EXAMPLE: In January, you took out a loan of $30,000. By December, you
          have paid it down to $25,000. Though the present balance is $25,000
          and you might think that you could get another $25,000 loan, the
          amount that you paid off during the past year -- $5,000 -- counts
          against the $50,000 limit, so you can't get a loan of more than
          $20,000 now.

          Promissory note. Loans from the plan must be evidenced by a legally
enforceable promissory note.

          Term. You may choose the term of the loan, except that the term for a
personal loan may not be more than five years and the term for a home loan may
not be longer than twenty years. A "home loan" is a loan that is used to acquire
a dwelling unit that, within a reasonable time after the loan is made, will be
used as your principal residence. (Home improvement loans, loans to buy a second
home, and loans to buy homes for other members of the family do not qualify as
loans used to acquire a dwelling unit that will be used as your principal
residence.) All other loans are "personal loans."

          Interest. Loans bear interest at the same rate charged by the
employer's principal bank on loans of the same type. Specifically, loans used to
acquire a dwelling unit that will be used as your principal residence bear the
same interest rate as mortgage loans. All other loans bear the same rate of
interest as secured personal loans. The rate is the rate quoted by the bank on
the first business day of the month in which you request the loan.

         Source and application of funds. The money to make a loan is obtained
by liquidating investments in your 401(k) account. (If you have a rollover
account or after-tax contribution account in addition to your 401(k) account,
the money is taken from all of them proportionately.) The promissory note is
then considered an asset of that account or accounts. When made, repayments
(both principal and interest) are credited proportionately to the account or
accounts from which the money was originally taken to make the loan.

         Repayment. Repayment must be made on a schedule set out in (or attached
to) the promissory note, requiring payment of principal and interest in regular,
substantially equal installments over the term of the loan. Repayment must be
made by payroll deduction from each paycheck.

         As an exception, the duty to pay according to the payment schedule will
be suspended (but not for more than one year) while you are on a leave of
absence without pay. When you return from the leave, the installment payments
will resume in the original amount and the term of the loan will be extended by
the same number of payments which were suspended. If such an extension would
extend the term of the loan beyond five years (in the case of a personal loan)
or twenty years (in the case of a home loan), however, a new installment payment
schedule will be established instead, under which the new installment payments
are sufficient to pay off the remaining balance of the loan by the end of the
maximum five- or twenty-year period.

         As another exception, the duty to pay according to the payment schedule
will be suspended if, and for as long as, you are performing military service
within the meaning of the

                                      -22-

<PAGE>

federal Uniformed Services Employment and Reemployment Rights Act of 1994. When
you cease to perform such service, the installment payments will resume in the
original amount and the term of the loan will be extended by the same number of
payments which were suspended.

          Security. As a condition of receiving a loan, you must post collateral
by pledging as security for the loan fifty percent of your vested accrued
benefit under the plan at the time when the loan is made.

          Pre-payment. You may pay the outstanding balance of a loan at any time
without penalty for pre-payment.

          Default. If you fail to make the full amount of any required
installment payment by payroll deduction, the loan will be considered in
default, and the entire outstanding balance due and payable immediately, on the
last day of the calendar quarter following the calendar quarter in which the
installment payment was due. This may occur, for example, when your employment
with the employer terminates or if you declare bankruptcy.

          If your loan goes into default and you do not pay the outstanding
balance, the outstanding balance will be considered a "deemed distribution" for
tax purposes to the extent provided in regulations of the Internal Revenue
Service. When you take a distribution from the plan, the plan administrator will
foreclose on your vested accrued benefit that was pledged as security for the
loan in order to satisfy the unpaid balance of the loan, effectively offsetting
the unpaid balance of the loan against the amount otherwise payable from the
plan.

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

          How to apply. To get the ball rolling, call the trustee (Fidelity) at
(800) 835-5092. You will need to know the identification number that the trustee
has assigned to this plan for its internal purposes, which is 90094. Fidelity
will check on the amount available in your account and talk to you about how
much you would like, what the monthly payments would be, and what the length of
the loan would be.

          When you are happy with the terms of the loan, Fidelity will generate
the loan application and send it to you. All you have to do is sign where
indicated and return it to Fidelity. If your loan is approved, you should expect
to get a check from the trustee in 7 to 10 days. The payroll department will
automatically start to withhold the loan payments from your paycheck.

================================================================================

                                In Case of Death

================================================================================

          Introduction. If you die before your entitlement has been paid (such
as while you are still employed by the employer), the plan will pay out all of
the money (and stock) in all your accounts under the plan, regardless of how
long you have worked for the employer. Whom it is paid to, and how, depends on a
number of factors. This section will explain.

          Please note: If you are married at the time of your death, your choice
of beneficiary cannot be honored for certain portions of your accounts unless
your husband or wife consented

                                      -23-

<PAGE>

before you died, in accordance with the rules explained in this section. This is
called "spousal consent" and it is explained in this section under the heading
"Naming your beneficiary and getting spousal consent."

          If you're married. If you were married at the time of your death, the
money (or stock) will be paid to your surviving husband or wife in a single
payment, unless, before your death, you named some other beneficiary with the
written consent of the husband or wife who survives you (as described below). If
the recipient is your surviving husband or wife, he or she may make a direct
rollover into an IRA.

          Please note: There is a temporary exception for participants who were
members of this plan (that is, the Retirement Plan) before May 1, 1992 and who
are married when they die and who die within a certain period. That period ends
90 days after you are notified of the elimination of the option to receive
benefits in the form of an annuity (or on January 1, 2003, if that comes first),
as provided in this edition of the plan. If you are described in this paragraph
and die within that period, your death benefits are governed by the previous
edition of the plan, under which some of your accounts are subject to spousal
consent and some are not.

          If you're not married. If you are not married at the time of your
death, then the money will be paid to whomever you named as your beneficiary
before your death. (If you and your husband or wife die simultaneously, so that
you do not have a "surviving spouse," you will be treated as if you were
unmarried at the time of your death, and this paragraph will apply.)

          Naming your beneficiary and getting spousal consent. You can name your
beneficiary at any time before your death by completing a form from the plan
administrator and returning it to the plan administrator. (This function is not
handled by Fidelity.) Your beneficiary is whomever you last named on the records
of the plan administrator.

          Please note: Only you can change your beneficiary, and you can only do
          it by filing a new beneficiary designation with the plan
          administrator. In particular, death or divorce does not automatically
          change your beneficiary. Whenever there are major changes in your life
          such as death or divorce, you are well advised to double-check your
          beneficiary designation with the plan administrator to assure that it
          remains as you intend.

          If you have named a beneficiary in place of your surviving husband or
wife, your choice of beneficiary will not be honored unless your surviving
husband or wife has consented in writing (or can't be located). The plan
administrator has a form for this purpose, which must be completed, signed by
your husband or wife, witnessed by a notary public, and filed with the plan
administrator before you die.

          If you complete and file the form with the plan administrator and then
want to change your mind (that is, you would like to go back to having your
husband or wife as your beneficiary), you can withdraw the form just by filing a
new beneficiary form with the plan administrator any time before you die.

          If money should be paid to a beneficiary, but you have not named a
beneficiary or your beneficiary does not survive you, the money will be divided
among the people in the first of the following classes that contains a survivor:
(a) your surviving husband or wife, (b) your children, (c) your parents, (d)
your brothers and sisters, or (e) your estate.

                                      -24-

<PAGE>

          Claiming your accounts. To claim the money, your husband, wife or
other beneficiary should contact the plan administrator, get an application
form, and follow the same procedure as you would have done to claim the money.
While we expect payment to happen as soon as administratively possible after
your death, we must recite here, in accordance with IRS rules, that all of your
accounts must be completely paid out not later than five years after your death.

================================================================================

                      Child Support, Alimony and Property

                               Division in Divorce

================================================================================

          Introduction. The plan will honor certain court orders made in the
context of family law -- child support, alimony and division of property in
divorce. This means that part of your account may have to be paid to someone
else; you may not get all that you are expecting. This section of the plan will
explain when and how that can happen.

          What a domestic relations order is. It is a judgment, decree or order
of a court (including approval of a property settlement) made pursuant to state
domestic relations law (including a community property law) that provides child
support, alimony payments, or marital property rights to your spouse, former
spouse, child or other dependent.

          The plan will not honor a domestic relations order unless it
specifies:

     .    that it applies to this plan,

     .    your name and last known mailing address, as well as the name and last
          known mailing address of anyone else who is supposed to get payments,

     .    the amount or percentage of your benefits that are supposed to be paid
          to someone else, or the manner in which the amount or percentage is to
          be determined, and

     .    the number of payments or the period to which the order applies.

          Also, the plan will not honor a domestic relations order if it
attempts to require the plan to:

     .    provide increased benefits,

     .    provide any type or form of benefit, or any option, that is not
          already provided for here in the plan document (except to the extent
          specifically permitted by the Code), or

     .    pay to anyone any benefits that are already required to be paid to
          someone else under a previous domestic relations order.

          What happens when a domestic relations order comes in. When a domestic
relations order comes to the plan administrator, the plan administrator will
first notify you and everyone else who is supposed to get part of your benefit
under the order that the order has come in. The

                                      -25-

<PAGE>

plan administrator will also tell you about the following procedure for deciding
whether to honor the order.

          Next, the plan administrator will separately account for the benefits
that, under the order, would be paid to someone other than you and hold onto
them while deciding whether to honor the order.

          Next, the plan administrator will decide whether the plan should honor
the order, applying the rules that are described in this section of the plan.
When the decision is made, the plan administrator will notify you and everyone
else who is supposed to get part of your benefit.

          If the plan administrator decides that the plan will honor the order,
the plan administrator will proceed to make the payments required by the order
(or schedule them for future payment, if they are not due yet). If the plan
administrator decides that the plan cannot honor the order, the plan
administrator will make payment as if there had been no order.

          In the unlikely event that the plan administrator cannot decide
whether the plan should honor the order within 18 months after the first payment
should have been made under the order, the plan administrator will make payments
as if there had been no order until the decision is made, and then make future
payments (but no past payments) in accordance with the decision.

================================================================================

                         How the Length of Your Service

                                 is Calculated

================================================================================

          Introduction. The length of your service with the employer can matter
for two reasons under the plan: for becoming eligible for matching contributions
and for deciding what portion of your account you are entitled to if you leave
before retirement or disability. This part of the plan will explain how to
calculate the length of your service.

          Two notes before we start. First, this section of the plan describes
the rules currently in effect. Other rules may have been in effect for earlier
periods, such as before ERISA took effect and before the Retirement Equity Act
took effect. Those earlier rules continue to apply to service that was rendered
before those laws took effect. Second, any special arrangements that might be
made for employees of new participating employers are described at the end of
the plan in the section called "Special Arrangements for New Participating
Employers."

          12-Month periods. The plan looks at how many hours of service you have
in certain 12-month periods.

          Becoming eligible for matching contributions. For the purpose of
becoming eligible for matching contributions, the first 12-month period runs
from your date of hire to the first anniversary of your date of hire. After
that, the 12-month period is the plan year, beginning with the plan year in
which the first anniversary of your date of hire occurs.

          Portion of your account. For the purpose of determining what portion
of your account you are entitled to if you leave before retirement or
disability, the 12-month periods are plan

                                      -26-

<PAGE>

years. At the beginning of the plan, in the section called "Quick-Reference
Information," it shows what the plan year is.

          Years of service. Your length of service is measured in full years.
You get credit for a year of service if you complete 900 hours of service during
that 12-month period. You get credit for the year whenever you have accumulated
900 hours of service, regardless of what happens during the rest of the year.
(This is entirely independent of whether you are working in the classification
of employees covered by the plan.)

          However, years of service can be cancelled by breaks in service, as
explained below.

          Full-time employees. Full-time employees are credited with 45 hours of
service for each week in which they receive credit for one hour of service for
performing services for the employer. A full-time employee for this purpose is
any employee who works the regularly scheduled full work week as established by
normal office hours for the location where the employee is employed.

          Part-time faculty. Part-time faculty are credited with 1.88 hours of
service for each one hour of actual classroom time in recognition of the
required preparation for classroom time. For this purpose, any faculty member
who is assigned to teach less than a full work week will be considered part-time
faculty.

          Other part-time employees. Part-time employees other than faculty
receive credit for each clock hour for which the employee is paid (or entitled
to payment) by the employer. It doesn't matter how much you are paid for that
hour; an overtime hour is still one hour.

          Working hours. Hours of service naturally include hours when you are
actually working as an employee.

          Non-working hours. They also include hours when you are still an
employee but not working due to vacation, holiday, illness, layoff, jury duty,
military service, and leave of absence, if you are paid (or entitled to payment)
for those hours by the employer. The number of hours credited for a time when
you were not working is the number of regularly scheduled working hours in the
period for which you are paid. For example, if a day consists of 8 regularly
scheduled working hours and you are paid for a day of vacation, you get credit
for 8 hours of service.

          As an exception, no more than 501 hours of service will be credited
for any one, continuous period during which you were not working (or, in the
case of back pay, would not have been working).

          As another exception, payments made solely to comply with workers'
compensation, unemployment compensation, or disability insurance laws, and
payments that reimburse you for medical expenses, do not result in credit for
hours of service.

          Back pay. If for some reason you don't work for some period but are
later granted back pay for that time, hours of service include hours for which
you are granted back pay. Credit for hours of service is allocated to the period
when the work was (or would have been) performed.

          Breaks in service. If you complete fewer than 100 hours of service
during one of these 12-month periods, that is a "break in service."

                                      -27-

<PAGE>

          The one exception is if you are absent due to pregnancy, birth (or
placement for adoption), or caring for a child immediately after birth (or
placement). If you don't have more than 100 hours of service in the year when
absence begins but the hours that would normally have been credited for the
absence during that year would bring your total over 100, then that 12-month
period will not count as a break in service. (If you have more than 100 hours in
the year when the absence begins, but you don't have more than 100 hours in the
following year, this rule applies to the second year instead. That is to say, if
you remain absent during the following year and the hours that would normally
have been credited for the absence during the following year would bring your
total over 100, then the following year will not count as a break in service.)

          How breaks in service cancel years of service. A break in service
cancels your credit for all prior years of service temporarily -- until you
return to work and complete another year of service.

          A break in service cancels your credit for all prior years of service
permanently if:

     .    when the first break in service occurred, you had no entitlement to
          any portion of any account derived from employer contributions (within
          the meaning of section 410(a)(5)(D)(iii) of the Code); and

     .    you have at least 5 break in service years in a row; and

     .    the number of break in service years is at least equal to your prior
          years of service.

          EXAMPLE: You accumulate 2 years of service. Then you have 1 break in
          service. Then you return to work. When you return, you have credit for
          no years of service (the break in service has temporarily cancelled
          all prior service credit). But suppose that, after returning to work,
          you complete another full year of service. Then you regain credit for
          the first 2 years, and you have credit for a total of 3 years of
          service.

          EXAMPLE: You accumulate 2 years of service. Then you have 5
          consecutive breaks in service. Then you return to work. You have
          credit for no years of service, but even if you work another full year
          of service, you will still not regain any of your prior years of
          service. They were permanently cancelled because you had 5 consecutive
          breaks in service, which was equal to or greater than your prior
          service credit.

          Service with related employers. Service with someone other than the
employer still counts for the purpose of calculating the length of your service
with the employer under this section of the plan if it was performed at a time
when the employer maintained this plan and it was performed for:

     .    a corporation which, at that time, was under common control with the
          employer under section 414(b) of the Code, or

     .    a trade or business which, at that time, was under common control with
          the employer under section 414(c) of the Code, or

     .    an entity which, at that time, was a member of an affiliated service
          group with the employer under section 414(m) of the Code, or

                                      -28-

<PAGE>

     .    an entity which, at that time, was required to be aggregated with the
          employer under section 414(o) of the Code (including the regulations
          under that section).

          Please note: service with related employers does not count for any
other purpose under the plan. Specifically, you are not entitled to get into the
plan or to get a share of the employer contributions if you are working for
anyone other than the employer.

================================================================================

                     When You Return from Military Service

================================================================================

          Introduction. There are a few special rules to accommodate employees
who enter military service and then return to employment with the employer, and
they are listed in this section. These rules apply only to employees who are
entitled to re-employment under the federal Uniformed Services Employment and
Reemployment Rights Act of 1994 (which is called "USERRA"), as it may be amended
from time to time, which contains detailed rules about what "military service"
is, how long an employee can be absent, when the employee must return, and other
conditions such as an honorable discharge. If you do not meet the requirements
of USERRA, this section of the plan does not apply to you.

          Please note: It is your responsibility to let the plan administrator
          know if you are returning from military service, so that this section
          of the plan can be appropriately applied.

          Break in service. If you are entitled to re-employment and are in fact
re-employed in accordance with USERRA, you will not be considered to have
incurred a break in service (as described in the preceding section of the plan)
by reason of that military service.

          401(k) contributions. You obviously were not in a position to make
401(k) contributions to the plan during your military service. But if you are
entitled to re-employment and are in fact re-employed in accordance with USERRA,
you are entitled to "make up" those contributions. Here's how:

     .    Besides the amount of contributions that you could ordinarily get by
          trading off your pay for contributions to the plan, you may trade off
          additional pay (that is, pay for work performed after you are
          re-employed) for additional contributions to the plan.

     .    The maximum amount of additional contributions that you can get by
          trading off your pay is the maximum amount that you could have gotten
          if you had not been absent in military service.

     .    You can make these additional 401(k) contributions any time beginning
          on your re-employment and ending after a period equal to three times
          your period of military service (or five years, whichever comes
          first). For example, if your military service lasted 10 months, you
          can make these additional 401(k) contributions over a period of 30
          months, beginning with your date of re-employment.

                                      -29-

<PAGE>

          Matching contributions. If you choose to make the additional 401(k)
contributions referred to in the preceding paragraph, your employer contribution
account will be credited with the corresponding matching contributions that it
would have received if you had not been absent in military service. (Your
account will not be credited with investment earnings on those amounts that you
might have earned if you had not been absent in military service.)

          Profit sharing contributions and ESOP contributions. If you are
entitled to re-employment and are in fact re-employed in accordance with USERRA,
your profit sharing account will be credited with the employer profit sharing
contributions (and your ESOP account will be credited with the ESOP
contributions) that you would have received if you had not been absent in
military service. This means contributions only; your account will not be
credited with investment earnings on those amounts or forfeitures that you might
have received if you had not been absent in military service.

          Your "pay." For the purpose of this section of the plan, you will be
treated as though you received pay at the same rate that you would have received
if you had not been absent in military service (including raises, for example,
that you would have received if you had not been absent). If the amount of pay
cannot be determined with reasonable certainty, you will be treated as though
you continued to receive pay during your absence at the same rate as your
average rate of pay from the employer during the 12 months before you entered
military service.

          Percentage of entitlement to employer accounts. If you are entitled to
re-employment and are in fact re-employed in accordance with USERRA, you will be
given credit for that period of military service when the plan administrator
calculates the percentage of your employer contribution accounts to which you
are entitled on the table under the heading "Length Of Service Required For
Benefits" in the section called "Quick-Reference Information."

          Limits and testing. Contributions made under this section of the plan
because of USERRA:

     .    will not be taken into account at all for the purpose of the
          utilization test described in the section entitled "Maximum Amount of
          401(k) Contributions" or the section entitled "Maximum Amount of
          Matching Contributions";

     .    will not cause the plan to fail to meet the requirements in the
          section entitled "Improvements When the Plan is Top-Heavy";

     .    will be subject to the limits in the year when they would have been
          paid if you had not entered military service (rather than the year in
          which they are actually paid under this section) for the purpose of
          the $10,500 limit described in the section entitled "Maximum Amount of
          401(k) Contributions" and the section entitled "Maximum Amount of
          Total Contributions" and will be ignored when applying those limits to
          the other contributions actually paid for those years.

                                      -30-

<PAGE>

================================================================================

                        What the Plan Administrator Does

================================================================================

          Introduction. The plan administrator has all rights, duties and powers
necessary or appropriate for the administration of the plan. Many of those
functions are described elsewhere in the plan. This section will mention some
others.

          Please note: The description in this section of certain
responsibilities imposed by law is solely for convenient reference by the plan
administrator and is not intended to alter or increase those duties or transform
them into contractual duties.

          Reporting and disclosure. The plan administrator will provide a copy
of this plan to each new member of the plan no later than 90 days after joining
the plan.

          The plan administrator will prepare and file the annual return/report
(Form 5500) for the plan each year, if required. For that purpose, the plan
administrator will retain an independent qualified public accountant (within the
meaning of ERISA) to perform such services as ERISA requires.

          After filing the annual return/report, the plan administrator will
distribute to all participants and to all beneficiaries receiving benefits the
"summary annual report" if required by ERISA.

          The plan administrator will furnish to any participant or beneficiary,
within 30 days of a written request, any and all information required by ERISA
to be provided, including copies of the plan and any associated trust agreements
and insurance contracts. The participant must pay the plan the actual cost of
copying (unless that is more than the maximum permitted by ERISA, in which case
the plan administrator will charge the maximum permitted by ERISA).

          Bonding. The plan administrator will assure that all "plan officials"
who are required by ERISA to be covered by a fidelity bond are so covered.

          Numerical testing. It is the responsibility of the plan administrator
to monitor compliance with the following sections of the plan regarding (1) the
maximum amount of 401(k) contributions, (2) the maximum amount of matching
contributions, (3) the maximum amount of total contributions, and (4) top-heavy.
It is the plan administrator's responsibility to take whatever action is
required by those sections.

          Prohibited transactions. ERISA prohibits a variety of transactions,
most involving "parties in interest." The plan administrator will not cause the
plan to engage in any transaction that is prohibited by ERISA.

          Expenses. The expenses of administering the plan will be paid out of
the plan assets. They may include, for example, fidelity bond premiums, trustee
and investment management fees, and professional fees.

                                      -31-

<PAGE>

          If the plan administrator is a full-time employee of the employer,
then the plan administrator will not receive any compensation from the plan for
serving as plan administrator but will be reimbursed for expenses.

          Limitation. The plan administrator does not have any authority or
responsibility to perform any of the functions that are described in the
following section as employer functions. Specifically:

     .    The plan administrator must accept as a fact the employment
          information furnished by the employer. The plan administrator has no
          authority or responsibility with regard to the employment
          relationship, and any disputes over the employment history are
          strictly between the employer and the employee. To the extent
          possible, the plan administrator will, of course, give effect under
          the plan to any new or corrected employment information furnished by
          the employer.

     .    The plan administrator has no authority or responsibility for
          collecting employer contributions.

================================================================================

                             What the Employer Does

================================================================================

          Introduction. The sponsor and the participating employers have
functions entirely different from the administration functions that are
performed by the plan administrator. This section will identify those functions.

          Establishment. The sponsor was responsible for establishing the plan
in the first place. That included establishing all the terms of the plan as set
forth in this document.

          Contributions. The employer contributes to the plan as described above
in the sections entitled "Trading Off Your Pay For Contributions To The Plan,"
"Matching Contributions," "Profit Sharing Contributions," and "The Former ESOP
and Stock Accounts." In addition, the employer may, but does not have to, pay
any expenses of the plan, so that they are not charged against the plan assets.

          Employment records. Since the plan administrator does not employ the
employees who are members of the plan and does not keep employment records, it
is the responsibility of the employer to provide to the plan administrator
whatever information the plan administrator needs to apply the rules of the
plan.

          Insurance and indemnification. The employer will provide fiduciary
liability insurance to, or otherwise indemnify, every employee of the employer
who serves the plan in a fiduciary capacity against any and all claims, loss,
damages, expense, and liability arising from any act or failure to act in that
capacity unless there is a final court decision that the person was guilty of
gross negligence or willful misconduct.

          Changing the plan. The sponsor has the right to change the plan in any
way and at any time and does not have to give any reason for doing so. These
changes can be retroactive.

                                      -32-

<PAGE>

          For example, the plan names the plan administrator, the trustee, and
the appeals authority (they're all shown at the beginning of the plan in the
section called "Quick-Reference Information"). The sponsor has the right to
amend the plan to replace any of those individuals or firms at any time and
without giving any reason.

          Exceptions. The Code says that no amendment can be adopted that would
make it possible for the assets of the plan to be used for, or diverted to,
purposes other than the exclusive benefit of participants and beneficiaries, and
the plan adopts that language but only to the extent (and with the same meaning)
required by the Code.

          The plan also adopts, but only to the extent and with the same meaning
required by the Code, the Code prohibition on amendments which have the effect
of reducing the "accrued benefit" of any member of the plan (including the
provision of the Code which imposes the same prohibition on amendments
eliminating or reducing an early retirement benefit or a retirement-type subsidy
or eliminating an optional form of payment).

          Changes made by the sponsor may be made by resolution of the board of
directors of the sponsor adopted in accordance with the by-laws of the sponsor.
Alternatively, changes that do not materially increase the liability of the
sponsor or any participating employer under the plan may be made by the sponsor
through its Retirement Committee, as long as any such amendment is reflected in
a writing that is formally designated as an amendment to this plan, is adopted
by the unanimous consent of the members of the Retirement Committee, and is
broadly applicable to participants under the plan (rather than targeted at any
individual or small group of participants). For this purpose, the decision to
admit a new participating employer will be considered as not materially
increasing the liability of the sponsor or any participating employer under the
plan.

          Ending the plan. The plan has no set expiration date; when it was
established, it was not intended to be temporary. Nevertheless, the sponsor has
the right to end the plan (in whole or in part) at any time and without giving a
reason for doing so. The procedure for the sponsor to end the plan is the same
as for changing the plan, as described in the preceding paragraph. In addition,
any participating employer may withdraw from participation in the plan at any
time and without giving a reason for doing so.

          If there is a "termination" or "partial termination" of the plan
within the meaning of Treasury Regulation 1.411(d)-2 (sorry, but it's too
difficult to try to describe what that is, particularly because it is not the
same as ending the plan) or a complete discontinuance of contributions, everyone
who is affected by the termination or partial termination or complete
discontinuance of contributions and who is still a member of the plan at that
time will automatically be advanced to 100% on the table at the beginning of the
plan in the section called "Quick-Reference Information" under the heading
"Length Of Service Required For Benefits," regardless of their length of
service. For this purpose, those whose employment previously terminated at a
time when their percentage was zero will be considered to have been "cashed out"
at zero and will no longer be considered participants.

                                      -33-

<PAGE>

================================================================================

                            Maximum Amount of 401(k)

                                 Contributions

================================================================================

          Introduction. The Code puts a couple of different limits on the amount
that you can cause the employer to contribute to the plan by trading off your
pay. This part of the plan describes them.

          Dollar limit. Contributions that you cause the employer to make by
trading off your pay cannot be more than a specified dollar limit in any one
calendar year. And we are not talking just about this plan. This limit applies
to any and all plans of any and all employers, including 401(k) plans,
simplified employee pension plans, and 403(b) tax-sheltered annuities.

          The dollar limit for 2003 is $12,000. This amount will increase in
$1,000 increments each year through 2006, at which time the annual dollar limit
will be $15,000. After 2006, the $15,000 limit will be changed by the IRS from
time to time according to the cost-of-living, and the new figure automatically
applies here. The plan administrator can tell you what the exact figure is for
each year.

          If you will be age 50 or older by the last day of a calendar year, the
annual dollar limit is increased by a "catch-up contribution" amount. The
maximum catch-up contribution is $2,000 for 2003. This amount will increase in
$1,000 increments each year through 2006, at which time the annual catch-up
contribution limit will be $5,000. After 2006, the $5,000 annual catch-up
contribution limit will be changed by the IRS from time to time according to the
cost-of-living, and the new figure automatically applies here. The plan
administrator can tell you what the exact figure is for each year.

          In the paragraphs that follow, however, we'll refer to the annual
dollar limit, which means the adjusted $12,000 limit, plus any catch-up
contributions for which you may be eligible.

          If the annual dollar limit is exceeded. There are two ways in which
the annual dollar limit might be exceeded. First, although this plan prohibits
401(k) contributions of more than the annual dollar limit, a mistake might be
made. In that case, as soon as the mistake is discovered, the plan administrator
will simply return any and all 401(k) contributions that were more than annual
dollar limit for a given plan year, adjusted for any income or loss experienced
while the excess was in the plan.

          Second, although 401(k) contributions to this plan are not more than
the annual dollar limit, you might have worked for some other employer during
part of the year and the total of 401(k) contributions made to this plan and the
plan of that other employer might be more than the annual dollar limit. In that
case, you may withdraw all or part of the excess from this plan (not more than
the 401(k) contributions that were actually made to this plan, of course), as
long as you give the plan administrator written notice which is received by the
plan administrator no later than March 15 of the calendar year following the
year in which the excess 401(k) contributions were made. Then the plan
administrator will return the amount that you have designated, adjusted for any
income or loss experienced while the excess was in the plan.

                                      -34-

<PAGE>

          Utilization test. How much employees at the top of the organization
can trade off pay for contributions depends on how much all the other employees
trade off their pay for contributions. You only have to worry about this if you
are at the top of the organization. We will call these people "restricted
employees."

          Who the restricted employees are. The restricted employees are
determined each year. They are anybody who owned 5% or more of the employer
during that year or the preceding year. They are also anybody who had
compensation from the employer during the preceding year of more than $90,000.
(That's the figure for 2003. The figure changes slightly from year to year
according to the cost-of-living. The plan administrator can tell you what the
exact figure is each year.)

          Special rules for former employees. Former employees are considered
restricted employees if they were restricted any time after age 55 or they were
restricted when they left the employer.

          Special rule for non-resident aliens. Non-resident aliens who have no
U.S.-source income are not taken into account at all when applying this part of
the plan.

          Performing the utilization test. First, the plan administrator will
identify all the restricted employees who are eligible to choose 401(k)
contributions to the plan for the plan year being tested (whether or not they
have chosen to trade off pay for contributions). The plan administrator will
figure, separately for each such employee, what percent of pay he or she has
traded off for contributions. For employees who have chosen not to trade off pay
for contributions, this percentage will be zero. The plan administrator will
then average all of those percentages.

          Second, the plan administrator will focus on the year before the year
being tested, identifying those individuals who were not restricted employees
but were eligible to choose 401(k) contributions to the plan for that plan year
(whether or not they chose to trade off pay for contributions). The plan
administrator will figure, separately for each such employee, what percent of
pay he or she traded off for contributions during the preceding year. Once
again, for employees who chose not to trade off pay for contributions, this
percentage will be zero (except to the extent that the employer chooses to make
"qualified nonelective contributions" as described below). The plan
administrator will then average all of those percentages. (As an exception for
1997 only, instead of using the year before the year being tested, the
administrator may use the year being tested.)

          Please note: In calculating these averages, the plan administrator may
          take advantage of any special rules provided in the law or in
          published guidance from the IRS. For example, for plan years beginning
          after 1998, the plan administrator may exclude from the calculation
          entirely individuals who are not restricted employees and who have
          neither attained age 21 nor completed one year of service with the
          employer, as long as the coverage rules of section 410(b) of the Code
          can be met without taking those individuals into account.
          Alternatively, the plan administrator may consider all individuals who
          have neither attained age 21 nor completed one year of service with
          the employer, whether they are restricted employees or not, as a
          separate plan for this purpose, as long as the coverage rules of
          section 410(b) of the Code would be met by both this plan and the
          separate plan.

                                      -35-

<PAGE>

          In calculating these percentages, the plan administrator will take
into account only pay that, but for the choice to trade it off for contributions
to the plan, would have been received by the employee in the appropriate plan
year or is attributable to services performed in that plan year and would have
been received by the employee within 2 1/2 months after the end of the plan
year. In addition, 401(k) contributions will be taken into account for a plan
year only if not contingent on participation or performance of services after
the end of the plan year and actually paid to the trustee not later than 12
months after the end of the plan year.

          If the average for the employees who are not restricted was less than
2% in the preceding year, the average for the restricted employees in the year
being tested cannot be more than twice that percentage. If the average for the
employees who are not restricted was between 2% and 8% in the preceding year,
the average for the restricted employees in the year being tested cannot be more
than 2 percentage points higher. If the average for the employees who are not
restricted was more than 8% in the preceding year, the average for the
restricted employees in the year being tested cannot be more than 1.25 times
that percentage.

          If the utilization test reveals a problem. If the average for the
restricted employees is higher than it should be, the plan administrator will
correct the problem by paying the contributions back to the restricted
employees, as follows.

          Step 1 -- Calculating the total amount to be returned. The plan
administrator will take the restricted employee with the highest percentage of
401(k) contributions and figure out how much of that employee's 401(k)
contributions would have to be returned to that employee so that his or her
percentage would be reduced enough to solve the problem for the whole group, but
not more than would make the percentage of that employee's 401(k) contributions
equal the percentage for the restricted employee with the second-highest
percentage.

          If the problem has not been solved for the group as a whole, then the
plan administrator will figure out how much of the 401(k) contributions of both
of those people (the restricted employee with the highest percentage and the
employee with the second-highest percentage) would have to be returned so that
their percentage would be reduced enough to solve the problem for the whole
group, but not more than would make the percentage for those two employees equal
the percentage for the restricted employee with the third-highest percentage.

          If the problem has not been solved for the group as a whole, the plan
administrator will keep doing this until the problem is solved. Then the
administrator will complete step one by totaling the dollar amount of the
contributions that would have to be returned to solve the problem. That is the
total amount that will have to be returned.

          Step 2 -- Calculating how much is returned to each restricted
employee. Now the administrator will take the restricted employee with the
highest dollar amount of 401(k) contributions and return that employee's 401(k)
contributions to him or her until (a) the total amount that has to be returned
(as determined in step one) has been returned or (b) the dollar amount of that
employee's 401(k) contributions has been reduced to the dollar amount of the
restricted employee with the second-highest dollar amount of 401(k)
contributions.

          If the total amount that has to be returned has not yet been returned,
then the plan administrator will return the 401(k) contributions of those two
employees (the restricted employee with the highest dollar amount and the
employee with the second-highest dollar amount) to those two employees until (a)
the total amount that has to be returned (as determined in step one) has been
returned or (b) the dollar amount of those two employees' 401(k)

                                      -36-

<PAGE>

contributions has been reduced to the dollar amount of the restricted employee
with the third-highest dollar amount of 401(k) contributions.

          If the total amount that has to be returned (as determined in step
one) has not yet been returned, the plan administrator will keep doing this
until the total amount that has to be returned has been returned. It is
understood that, after returning 401(k) contributions by this method, if the
utilization test were to be run again, it might still not be passed, but the IRS
has stated in Notice 97-2 that this is the method to be used and when this
method has been followed, the utilization test is considered to have been
satisfied.

          Returning excess contributions. The concept of returning any excess
contributions (due to either the annual dollar limit or the limitation on
restricted employees) is simply to reverse the contributions -- as if they had
never been made. If the contributions had never been made, of course, the
employee would have received those amounts as pay and would have had to pay
federal income tax on them. So you have to pay income tax on them when you get
them back.

          When you get the excess contributions back depends on why you are
getting them back:

     .    If you are getting them back because of the annual dollar limit, you
          will get them back (including the allocable income or loss) by April
          15 of the following year. The returned contributions are included in
          your taxable income for the previous year (the year when they were
          contributed), while the income on them is included in your taxable
          income for the year when you actually receive it.

     .    If you are getting them back because of the utilization test, you will
          get them back (including allocable income or loss) by the end of the
          following plan year. The returned contributions and any allocable
          income are included in your taxable income for the year in which you
          actually receive them. (The only exception is the unlikely event that
          you get them back before March 15 of the following year, in which case
          they are included in your taxable income for the previous year.)

          The allocable income or loss is that portion of the total income or
loss for the year for your 401(k) account which bears the same proportion to the
total as the excess 401(k) contributions for the year bear to the account
balance of your 401(k) account at the end of the year (minus the income (or plus
the loss) on that account for the year).

          The amount of excess contributions returned to you because of the
annual dollar limit will be reduced by any excess contributions previously
returned to you because of the limitation on restricted employees for the plan
year beginning with or within your taxable year. And the amount of excess
contributions returned to you because of the limitation on restricted employees
will be reduced by any excess contributions previously returned to you because
of the annual dollar limit for your taxable year ending with or within the plan
year.

          Combining plans. If two or more plans are aggregated for purposes of
section 401(a)(4) of the Code or section 410(b) of the Code (other than section
410(b)(2)(A)(ii)), then all 401(k) contributions made under both plans will be
treated as made under a single plan, for the purpose of this section of the
plan. (Of course, the aggregated plans must comply with sections 401(a)(4) and
410(b) as though they were a single plan.) In addition, if a restricted employee
is eligible to trade off contributions under two or more plans of the employer,
those cash-or-deferred arrangements will be treated as a single arrangement,
unless the applicable rules would prohibit permissive aggregation of those
arrangements.

                                      -37-

<PAGE>

================================================================================

                           Maximum Amount of Matching

                                 Contributions

================================================================================

          Introduction. Besides limiting the amount of 401(k) contributions that
can be made on behalf of restricted employees, the Code also limits the amount
of matching contributions that can be made for restricted employees -- both by
themselves and when considered in combination with the 401(k) contributions.
This part of the plan describes these additional limitations.

          Matching contributions by themselves. The plan administrator will test
the matching contributions by themselves by running the same test as described
in the preceding section ("Maximum Amount of 401(k) Contributions"), taking into
account only those employees who have satisfied the special eligibility rule for
matching contributions and using matching contributions rather than their 401(k)
contributions.

          Matching contributions in combination. If the utilization test for
401(k) contributions (described in the preceding section of the plan) and the
utilization test for matching contributions (described in the preceding
paragraph of this section) both show that the average for the restricted
employees is more than 1.25 times the average for all other employees (after any
corrective distributions), then the plan administrator must run this additional
test.

          Step 1. The plan administrator will add the average percentage for the
restricted employees under the trade-off test (already calculated under the
preceding section of the plan) and the average percentage for the restricted
employees under the matching test (already calculated under the preceding
paragraph of this section).

          Step 2. The plan administrator will look at the average percentage for
all other employees under the trade-off test (already calculated under the
preceding section of the plan) and the average percentage for all other
employees under the matching test (already calculated under the preceding
paragraph of this section) and identify which is larger.

          Step 3. The plan administrator will take the larger number in Step 2
and multiply by 1.25, then take the smaller number and either add 2 percentage
points or double it (whichever produces the lower number), and then add those
two numbers together.

          Step 4. The plan administrator will take the smaller number in Step 2
and multiply by 1.25, then take the larger number and either add 2 percentage
points or double it (whichever produces the lower number), and then add those
two numbers together.

          Step 5. The plan administrator will see if the number in Step 1 is
larger than both the number in Step 3 and the number in Step 4. If it is larger
than both of them, the test is failed. If it is smaller than either of them, the
test is passed.

          If this test of matching contributions reveals a problem. If the
matching contributions fail the tests in this section (either by themselves or
in combination with the 401(k) contributions), then the plan administrator will
return the excess matching contributions in the same manner as under the
preceding section of the plan (which specifies how excess 401(k)

                                      -38-

<PAGE>

contributions are returned). Alternatively, the employer may, but is not
required to, solve the problem in whole or in part by making additional
"qualified nonelective contributions" to the 401(k) accounts of employees who
are not restricted, as described in the preceding section of the plan, as long
as those contributions satisfy the requirements of Reg. (S)1.401(m)-1(b)(5).

================================================================================

                            Maximum Amount of Total

                                 Contributions

================================================================================

          Introduction. Federal law sets a limit on how much money can go into
your accounts in this plan in any one year. This section describes the limit.
You don't have to worry about this, though; the plan administrator will pay
attention to this section and make sure that the limit is not exceeded.

          100% of pay or $40,000 limit. Effective January 1, 2002, the total of
employer contributions, employee contributions (if applicable), and forfeitures
allocated to your accounts for any one plan year cannot be more than 100% of
your compensation from the employer (or $40,000, whichever is less). (As the
$40,000 figure rises in accordance with the cost of living, the new figure will
automatically be applied here.) If you are age 50 or older by the end of the
plan year, and your total plan contributions for the year are limited by the
$40,000 limit, you may make additional catch-up contributions up to the amount
described above (provided that the total amount of your 401(k) contributions and
catch-up contributions does not exceed 99% of your pay).

          As an exception, forfeitures of stock that was acquired with the
proceeds of an exempt loan will not count against the limit if no more than
one-third of the employer contributions to this plan for a year which are
deductible under section 404(a)(9) of the Code are allocated to highly
compensated employees -- all within the meaning of section 415(c)(6) of the
Code.

          If this limitation would be exceeded as a result of the allocation of
forfeitures, a reasonable error in estimating your annual compensation, a
reasonable error in determining the amount of 401(k) contributions that may be
made on your behalf within this limitation, or any other facts and circumstances
that the Commissioner of Internal Revenue finds justifies relief under this
paragraph, the excess amounts otherwise allocable to your account for that plan
year will be used to reduce employer contributions for the next plan year (and
succeeding plan years, as necessary) for you, as long as you are covered by the
plan at the end of that plan year. However, if you are not covered by the plan
at the end of that plan year, the excess amounts will be held unallocated in a
suspense account for that plan year and allocated and reallocated in the next
plan year to all of the remaining participants in the plan in accordance with
the rules set forth in subparagraph Treas. Reg. (S)1.415-6(b)(6)(i).
Furthermore, the excess amounts will be used to reduce employer contributions
for the next plan year (and succeeding plan years, as necessary) for all of the
remaining participants in the plan.

          And, though it may never apply, the IRS requires us to say that the
$40,000 limit is reduced by employer contributions allocated to any individual
medical account which is part of a pension or annuity plan and contributions on
behalf of a member of the concentration group, as

                                      -39-

<PAGE>

described below under the heading "Improvements When the Plan Is Top-Heavy," to
a separate account for post-retirement medical benefits pursuant to Code section
419A(d) prior to the employee's separation from service.

          If there's more than one defined contribution plan. All "defined
contribution" plans of the employer (that's what this is) are considered to be
one plan, so that, if the employer runs any other defined contribution plans,
the limit applies to the total contributions under all of those plans. These may
be plans qualified under section 401(a) of the Code, annuity plans under section
403(a), annuity contracts under section 403(b), or simplified employee pension
plans under section 408(k). But the limitation of this section of the plan will
be applied first to the other plan or plans, reducing the annual additions under
those plans to elimination before any reduction is applied under this plan.

          "Employee contributions" does not include rollover contributions from
another plan and does not include employee contributions to a simplified
employee pension plan that are excludable from gross income under section
408(k)(6) of the Code.

          Related employers. For the purpose of this section of the plan, all
related employers are considered to be a single employer to the extent required
by Code sections 414(b), (c), (m), and (o) and 415(h).

================================================================================

                         Improvements When the Plan is

                                   Top-Heavy

================================================================================

          Introduction. The plan administrator has to monitor the plan year by
year to see if the benefits of the plan are concentrated in a group of employees
that we will call the "concentration group." If so, the plan is said to be
"top-heavy" and several improvements are automatically made in the plan for that
year. This section of the plan describes what the plan administrator does to
figure out if the plan is top-heavy and what improvements are made if it is,
effective January 1, 2002.

          Please note: This plan has never been top-heavy and is unlikely ever
          to become top-heavy. But the IRS makes us put these provisions in the
          document just in case.

          Who is in the concentration group. The plan administrator will first
figure out who is in the concentration group for a given plan year. This is what
the plan administrator will do:

          Officers. List each person who was an officer at any time during the
preceding plan year (including former employees and deceased employees). Delete
from the list anyone who did not make more than $130,000 for that year (indexed
by the Internal Revenue Service for the cost of living).

          Find the highest number of employees of the employer at any time
during the five preceding plan years, excluding employees who have not completed
6 months of service, employees who normally work less than 17 1/2 hours per
week, employees who normally work during not more than 6 months during any year,
employees who have not attained age 21, and

                                      -40-

<PAGE>

employees included in a collective bargaining unit. And then delete from the
list of officers as follows:

     .    If the number of employees is less than 30, delete all but the 3
          officers having the greatest aggregate compensation during those five
          years.

     .    If the number of employees is more than 30 but less than 500, take 10
          percent of that number, round to the next highest whole number, and
          then delete all but the resulting number of officers having the
          greatest aggregate compensation during those five years.

     .    If the number of employees is more than 500, delete all but the 50
          officers having the greatest aggregate compensation during those five
          years.

          Everybody left on the list is in the concentration group.

          5% Owners. List all employees who owned more than 5% of the value of
the stock or voting power of the stock of the employer on the last day of the
preceding plan year. All those people are in the concentration group.

          1% Owners. List all employees who owned more than 1% (but not more
than 5%) of the value of the stock or voting power of the stock of the employer
on the last day of the preceding plan year. Delete anyone who did not make more
than $150,000 that year. (That figure is adjusted for the cost of living every
year.) Everybody left on the list is in the concentration group.

          Performing the concentration test. To test for top-heaviness, the plan
administrator will identify all pension, profit sharing and stock bonus plans of
the employer in which any member of the concentration group participated in the
preceding plan year (or, in the case of in-service distributions (that is,
distributions for any reason other than severance from employment, death or
disability), any of the preceding five years.) (This includes plans that have
previously been terminated if they were maintained at any time during those five
years.) In addition, if any of those plans relies on the existence of some other
plan in order to meet the coverage or nondiscrimination rules, then that other
plan will also be thrown into the test. All of them will be tested together as
if they were one plan.

          Defined benefit plans. For each defined benefit plan, the plan
administrator will calculate the present value of each participant's accrued
benefit as of the valuation date coincident with or last preceding the end of
the last plan year, as if the participant terminated on the valuation date,
using the same actuarial assumptions for all plans. This will include the value
of nonproportional subsidies and accrued benefits attributable to nondeductible
employee contributions (whether voluntary or mandatory). If there is no uniform
accrual method under all such defined benefit plans, the plan administrator will
determine the accrued benefit by applying the slowest accrual rate permitted
under the "fractional rule" of Code section 411(b)(1)(C).

          Defined contribution plans. For each defined contribution plan
(including this one), the plan administrator will calculate the account balance
of each participant, as of the valuation date coincident with or last preceding
the end of the last plan year. This will include contributions due by the last
day of the last plan year.

                                      -41-

<PAGE>

          Add-backs. For both defined benefit and defined contribution plans,
the plan administrator will add back in the value of all distributions made in
those five years, except to the extent already taken into account.

          Exclusions. The plan administrator will exclude from the total all
accrued benefits and account balances of persons who were members of the
concentration group for prior years but are not members of the concentration
group for the year being tested. The plan administrator will also exclude from
the total all rollovers except those which (1) were not made at the initiative
of the employee or (2) came from a plan of an employer required to be aggregated
with this employer under section 414 of the Code. The plan administrator will
exclude from the total all accrued benefits and account balances of persons who
did not perform any services for the employer during the preceding year.

          Concentration percentage. The plan administrator will divide the total
accrued benefits and account balances of the members of the concentration group
by the total accrued benefits and account balances of everyone in the plans. If
the result is more than 60%, all the plans are top-heavy. If the result is 60%
or less, none of the plans are top-heavy.

          Exception. If the percentage is more than 60%, but would not be more
than 60% if another plan were added to the group of plans that are being tested
(and that plan is one which could be added without taking the group out of
compliance with the coverage and nondiscrimination rules), then none of the
plans are top-heavy.

          Changes if the plan is top heavy. There are three changes that apply
for a particular plan year if the plan is top-heavy for that year.

          Benefits in the event of termination of employment before retirement.
If the plan is top-heavy for a particular year, then the schedule at the
beginning of the plan in the section called "Quick-Reference Information" under
the heading "Length Of Service Required For Benefits" may be changed for
everyone who has at least one hour of service after the plan became top-heavy.

     .    If that schedule provides for 100% after 5 years of service, it is
          changed to 100% after 3 years of service.

     .    If it provides for gradually increasing percentages from 3 to 7 years
          of service, it is changed to provide the same progression but from 2
          to 6 years of service.

     .    If it already provides a schedule which is better than 100% after 3
          years or graded from 2 to 6 years, then there is no change in the
          schedule.

          If, in a future year, the plan is no longer top-heavy, the schedule in
"Quick-Reference Information" is reinstated, except that the reinstatement of
the original schedule is treated as an amendment to the plan subject to the two
limitations described below in the "Miscellaneous" section under the heading
"Changes in the Vesting Schedule."

          Minimum contribution. For a year when the plan is top-heavy, each
member of the plan who is not a member of the concentration group will receive
an employer contribution on top of his pay of at least 3%, with three
exceptions:

                                      -42-

<PAGE>

     .    The percentage is not required to be greater than the highest
          percentage received for that year by anyone who is a member of the
          concentration group. In figuring that percentage, contributions made
          by trading off pay are counted as contributions, as are matching
          contributions.

     .    If the employer also maintains a defined benefit plan that is
          top-heavy and that plan provides that the concentration requirements
          will be met by providing the minimum required accrual in that defined
          benefit plan, then there is no minimum contribution required in this
          plan.

     .    If the employer also maintains a defined benefit plan that is
          top-heavy and that plan does not provide that the concentration
          requirements will be met by providing the minimum required accrual in
          that defined benefit plan, then the minimum contribution in this plan
          is 5%.

          The minimum contribution requirement applies to everyone in the plan
who has not separated from service by the end of the plan year, including those
who have not completed 900 hours of service during the year and those who have
not chosen to trade off pay for contributions. The minimum contribution
requirement cannot be met by counting contributions made by trading off pay, but
can be met by counting matching contributions.

          Maximum amount of total contributions. Due to a change in the law,
this subsection no longer applies, effective with the 2000 plan and limitation
year.

================================================================================

                            Special ESOP Provisions

================================================================================

          Introduction. Since the Education Management Corporation Employee
Stock Ownership Plan has been merged into this plan (the Education Management
Corporation Retirement Plan), there are a number of special provisions from the
Employee Stock Ownership Plan that need to be preserved in this plan. This
section contains them.

          The nature of an ESOP. This type of ESOP borrows money from a bank and
uses it to buy stock of the sponsor -- Education Management Corporation. The
stock is held as collateral for the loan. Then, from year to year, the employer
makes cash contributions to the plan that are used to pay down the loan.

          As the loan is paid down each year, a corresponding amount of stock no
longer needs to be held as collateral for the loan. The stock that is released
is allocated among the ESOP accounts of the employees who are in the plan.

          Over time, the idea is that the loan will be completely paid off,
which means that all of the stock will be released and allocated to the accounts
of the employees in the plan. As a matter of fact, in this plan, that has
already happened: the loan has been paid off and the stock has all been
allocated to the ESOP accounts of the employees in the plan.

                                      -43-

<PAGE>

          Investment. Investments of ESOP accounts are made at the direction of
the plan administrator. Since this is in part an ESOP, however, the assets of
the ESOP accounts must be invested primarily in stock of Education Management
Corporation. (If any future ESOP contributions are made or dividends are paid,
the trustee must use them to buy more stock of Education Management Corporation
to the extent that stock is available on terms that the plan administrator
considers prudent.)

          Technically, this includes any "qualifying employer security" within
the meaning of section 407(d)(5) of ERISA that also meets the requirements of
section 409(l) of the Code. This includes common stock issued by Education
Management Corporation that is readily tradable on an established securities
market, as well as noncallable preferred stock (as long as it is convertible at
any time into readily tradable common stock and the conversion price was
reasonable when the noncallable preferred stock was acquired by this plan). The
full definition is set out later in this section, but we will call this simply
"stock" or "employer stock."

          Purchases of stock must be made at a price which, in the judgment of
the plan administrator, does not exceed the fair market value of the stock.
Sales of stock may be made to any person, except that if the buyer is a
"disqualified person" under section 4975(e)(2) of the Code, the sales price may
not be less than the fair market value of the stock and no commission can be
charged on the sale. All sales will comply with section 408(e) of ERISA.

          There may also be a small amount of cash in ESOP accounts. It may be
invested in bank accounts, certificates of deposit, securities, short-term funds
maintained by the trustee, or any other kind of investment in accordance with
the trust agreement, or it may simply be held in cash.

          "Employer securities." We said earlier that the stock must constitute
"employer securities" under Code section 409(l). Here is the text of Code
section 409(l) so there is no doubt about what we mean:

          "(1) In general.--The term 'employer securities' means common stock
issued by the employer (or by a corporation which is a member of the same
controlled group) which is readily tradable on an established securities market.

          "(2) Special rule where there is no readily tradable common stock.--If
there is no common stock which meets the requirements of paragraph (1), the term
'employer securities' means common stock issued by the employer (or by a
corporation which is a member of the same controlled group) having a combination
of voting power and dividend rights equal to or in excess of--

          "(A) that class of common stock of the employer (or of any other such
corporation) having the greatest voting power, and

          "(B) that class of common stock of the employer (or of any other such
corporation) having the greatest dividend rights.

          "(3) Preferred stock may be issued in certain cases.--Noncallable
preferred stock shall be treated as employer securities if such stock is
convertible at any time into stock which meets the requirements of paragraph (1)
or (2) (whichever is applicable) and if such conversion is at a conversion price
which (as of the date of the acquisition by the tax credit employee stock
ownership plan) is reasonable. For purposes of the preceding sentence, under
regulations prescribed by the Secretary, preferred stock shall be treated as
noncallable if after the

                                      -44-

<PAGE>

call there will be a reasonable opportunity for a conversion which meets the
requirements of the preceding sentence.

          "(4) Application to controlled group of corporations.--

          "(A) In general.--For purposes of this subsection, the term
"controlled group of corporations" has the meaning given to such term by section
1563(a) (determined without regard to subsections (a)(4) and (e)(3)(C) of
section 1563 ).

          "(B) Where common parent owns at least 50 percent of first tier
subsidiary.--For purposes of subparagraph (A), if the common parent owns
directly stock possessing at least 50 percent of the voting power of all classes
of stock and at least 50 percent of each class of nonvoting stock in a first
tier subsidiary, such subsidiary (and all other corporations below it in the
chain which would meet the 80 percent test of section 1563(a) if the first tier
subsidiary were the common parent) shall be treated as includible corporations.

          "(C) Where common parent owns 100 percent of first tier
subsidiary.--For purposes of subparagraph (A), if the common parent owns
directly stock possessing all of the voting power of all classes of stock and
all of the nonvoting stock, in a first tier subsidiary, and if the first tier
subsidiary owns directly stock possessing at least 50 percent of the voting
power of all classes of stock, and at least 50 percent of each class of
nonvoting stock, in a second tier subsidiary of the common parent, such second
tier subsidiary (and all other corporations below it in the chain which would
meet the 80 percent test of section 1563(a) if the second tier subsidiary were
the common parent) shall be treated as includible corporations.

         "(5) Nonvoting common stock may be acquired in certain
cases.--Nonvoting common stock of an employer described in the second sentence
of section 401(a)(22) shall be treated as employer securities if an employer has
a class of nonvoting common stock outstanding and the specific shares that the
plan acquires have been issued and outstanding for at least 24 months."

          Voting. In a number of instances, you may be entitled to direct how
the stock in your ESOP account is voted when votes of the shareholders of
Education Management Corporation are taken. This section applies equally to any
beneficiary of yours who may have an account under the plan. Here they are:

     .    If any class of stock in the plan is required to be registered under
          section 12 of the Securities Exchange Act of 1934, as amended, then
          you are entitled to instruct the plan administrator how to vote the
          stock in your ESOP account to the extent required under section 409(e)
          of the Code.

     .    As to any stock acquired by the ESOP with the proceeds of a loan with
          respect to which the lenders exclude from federal taxable income a
          portion of the interest pursuant to section 133 of the Code, you are
          entitled to instruct the plan administrator how to vote the stock in
          your ESOP account, to the extent required under section 133(b)(7)(A)
          of the Code.

     .    In any event, you are entitled to direct the plan administrator how to
          vote the stock in your ESOP account with respect to any vote of
          shareholders on any corporate merger, consolidation, recapitalization,
          reclassification, liquidation, dissolution, sale of

                                      -45-

<PAGE>

          substantially all assets, or a similar transaction, to the extent
          required by Sections 401(a)(22) and 409(e) of the Code and regulations
          thereunder.

          If you do not instruct the plan administrator how to vote the stock in
your ESOP account (or if there is any stock that is not allocated to the
accounts of the members of the plan), the plan administrator is entitled to
instruct the trustee how to vote the stock, assuming that the instructions of
the plan administrator are consistent with ERISA.

          Diversification of ESOP accounts. Effective August 1, 2003, you may
choose to have employer stock in your ESOP account liquidated and the proceeds
invested in accordance with your investment instructions. This is called
"diversification."

          Starting August 1 2003, your right to diversify your ESOP account will
be phased in over a four calendar year period (2003 through 2006) as follows:

     .    For 2003 (August 1 through December 31), you may diversify up to 25%
          of the number of shares in your ESOP account as of December 31, 2002.

     .    For 2004, the diversification percentage increases to 50%, so that you
          may diversify up to 50% of the number of shares in your ESOP account
          as of December 31, 2003 minus the number of shares, if any, you
          diversified under this provision in the first year.

     .    For 2005, the diversification percentage increases to 75%, so that you
          may diversify up to 75% of the number of shares in your ESOP account
          as of December 31, 2004 minus the number of shares, if any, you
          diversified under this provision in the first and second years.

     .    Finally, starting January 1, 2006, you may diversify all of the shares
          of employer stock remaining in your ESOP account.

          The plan administrator may adopt rules and limitations intended to
avoid any negative impact of these diversification rights on the trading market
for employer stock. Shares of employer stock are sold from ESOP accounts on only
two days each month: the 5th and the 20th day of each month (each a
"diversification date"). If you submit a diversification election, it will be
given effect as of the first diversification date occurring after you submit the
election.

          Pre-retirement diversification. In addition to the diversification
rules described above, if you have reached age 55 and you have participated in
the ESOP for at least ten years, you are eligible for "pre-retirement
diversification." In measuring your period of participation in the ESOP for this
purpose, your participation in the ESOP while it was a separate plan before
April 7, 1999 will obviously count; participation in this consolidated plan on
and after April 7, 1999 will also count.

          Your "window of opportunity" for pre-retirement diversification. The
opportunity to diversify your ESOP account begins as soon as you have attained
age 55 and completed 10 years of participation in the plan (or upon the adoption
of this edition of the plan, if later). For example, once this edition of the
plan is adopted, if you have already completed 10 years of participation in the
plan, it begins on your 55th birthday. On the other hand, if you reach age 55
before you have completed 10 years of participation in the plan, it begins after
you have completed 10 years of participation.

                                      -46-

<PAGE>

          The opportunity continues for the rest of that plan year (the plan
year in which you attained age 55 and completed 10 years of participation) and
then for the next six full plan years.

          Amount of pre-retirement diversification. There's a formula to
determine what portion of your account can be diversified. It is:

     .    25% (or, in the case of the last year in which you can diversify, 50%)
          of the number of shares of stock that have ever been allocated to your
          account as of the most recent December 31 minus

     .    the number of shares that you have previously asked to have
          diversified under this section.

          Please note: Pre-retirement diversification is in addition to the
          diversification rights described above that apply to all ESOP accounts
          starting August 1, 2003.

          How to elect diversification. Call the trustee (Fidelity) whenever you
are eligible to diversify. The trustee will verify your eligibility against the
information provided by the plan administrator, calculate the number of shares
that are available to be diversified, and take your direction to diversify part
or all of those shares.

          "Nonterminable" protections and rights. With one exception, stock will
never be subject to a put, call or other option or a buy-sell or similar
arrangement while held by and when distributed from this plan. The exception is
that stock may be subject to a put option to the extent provided earlier in the
plan in the section called "How Payment Is Made" under the heading "'Put'
Option."

          This prohibition remains effective despite the fact that the ESOP loan
has been repaid and regardless of whether the plan remains an ESOP in the
future. And the provision of the plan regarding put options also remains
effective despite the fact that the ESOP loan has been repaid and regardless of
whether the plan remains an ESOP in the future.

          Non-allocation under Code section 409(n). While there is no stock
acquired in a transaction for which the seller has elected favorable tax
treatment under section 1042 of the Code that remains unallocated at the present
time, this section expresses a rule that was applied when the stock was
allocated, for historical purposes only.

          No employer securities, or other assets attributable to or in lieu of
such employer securities, acquired in such a transaction may be allocated
directly or indirectly, to the Accounts of:

     .    such seller;

     .    any individual who is related to the seller (within the meaning of
          Section 267(b) of the Code), or

     .    any other individual who owns (directly or by attribution, after the
          application of section 318(a) of the Code applied without regard to
          the employee trust exception in section 318(a)(2)(B)(i) of the Code)
          more than 25% of (A) any class of outstanding stock of the employer or
          any affiliate, or (B) the total value of any class of outstanding
          stock of the employer or of any affiliate.

                                      -47-

<PAGE>

          The restriction on allocations to persons described in the first or
second bullet points shall apply only during a nonallocation period which shall
begin on the date of the section 1042 sale and end on the later of (A) the tenth
(10th) anniversary of the date of the section 1042 sale, or (B) the date of the
allocation attributable to the last payment of principal and/or interest on the
exempt loan incurred with respect to the section 1042 sale.

          The restriction on allocation to persons described in the second
bullet point shall not apply to participants who are lineal descendants of the
seller, except that the aggregate amount allocated to the benefit of all such
lineal descendants during the nonallocation period shall not exceed 5% of the
employer securities (or other amounts attributable to or in lieu thereof) held
by the trust attributable to a section 1042 sale of employer securities to the
trust by any person who is related (within the meaning of section 267(c)(4) to
such lineal descendants.

          An individual shall be restricted under the third bullet point if he
or she is described by that clause at any time during the one-year period ending
on the date of the section 1042 sale or as of the date employer securities are
allocated to participants.

================================================================================

                                  Miscellaneous

================================================================================

          What "pay" or "compensation" means. With the three exceptions noted
below in this section, when we refer to your "pay" or "compensation" we mean
your taxable wages for the purpose of federal income tax as shown in the box
labelled "Wages, Tips, Other Compensation" on your W-2, plus any amounts
excluded solely because of the nature or location of the services provided. The
period used to determine your pay or compensation for a plan year is the plan
year.

          Adding back salary reduction amounts. "Pay" or "compensation" also
includes salary reduction amounts under a cafeteria plan (Code section 125), a
401(k) plan (Code section 402(e)(3)), a tax-sheltered annuity (Code section
403(b)), a simplified employee pension plan (Code section 402(h)) or an eligible
deferred compensation plan of a tax-exempt organization (Code section 457).

          "Pay" or "compensation" also includes salary reduction for qualified
transportation fringes (Code section 132(f)) effective January 1, 2001 for the
purpose of the limit described under the heading "Maximum Amount of Total
Contributions" and for the purpose of the rules described under the heading
"Improvements When the Plan Is Top-Heavy" and effective January 1, 2002 for all
other purposes.

          Excluding extraordinary items. For all purposes except the limit
described under the heading "Maximum Amount of Total Contributions" and the
rules described under the heading "Improvements When the Plan Is Top-Heavy,"
"pay" or "compensation" does not include:

     .    reimbursements or other expense allowances,
     .    fringe benefits (cash and non-cash),
     .    moving expenses,

                                      -48-

<PAGE>

     .    deferred compensation, or
     .    welfare benefits.

          $200,000 limit on compensation. As required by section 401(a)(17) of
the Code, effective January 1, 2002, compensation in excess of $200,000
(adjusted for the cost of living) is not taken into account for any purpose
under this plan.

          Leased employees. If the employer previously leased your services from
a leasing organization but later you become employed by the employer itself,
your length of service includes your service as a leased employee if it was
performed at a time when the employer maintained this plan. (When we say
"employer," we include related employers, as described above under the heading
"How The Length of Your Service Is Calculated".) For this purpose, service as a
leased employee is service performed under primary direction or control by the
employer, pursuant to an agreement between a leasing organization and the
employer, regardless of how long you performed that service.

          Family and medical leave. Any leave to which you are entitled under
the federal Family and Medical Leave Act of 1993 will not result in the loss of
any "employment benefit" provided by this plan that had accrued prior to the
leave and that would not have been lost if you had remained actively at work
during the leave.

          Changes in vesting schedule. If the schedule shown at the beginning of
the plan in the section called "Quick-Reference Information" under the heading
"Length of Service Required for Benefits" is ever changed, there are two
limitations. First, the change will never reduce the percentage that applies to
your account based on employer contributions that were made on top of your pay
through the end of the last year before the change was adopted (or became
effective, if later). Second, if you have 3 or more years of service when the
change is adopted (or becomes effective, if later), you may nevertheless choose
to stay under the schedule that was in effect before the change was made.

          Non-Alienation. With the two exceptions provided here, your right to
benefits under the plan cannot be assigned or alienated. This means you cannot
sell your interest in the plan or pledge it as security for a loan. No creditor
of yours can take away your interest in the plan. This provision of the plan is
intended to comply with, and apply just as broadly and as stringently as,
section 206(d) of ERISA and section 401(a)(13) of the Code.

          The first exception is qualified domestic relations orders described
in the section entitled "Child Support, Alimony and Division of Property in
Divorce." The second exception is that, effective August 5, 1997, the plan may
offset against your benefit any amount that you are ordered or required to pay
to the plan in the circumstances set forth in section 206(d)(4) of ERISA.

          Payments to minors. If the proper recipient of money from the plan is
a minor, or if the plan administrator believes the recipient to be legally
incompetent to receive it, the plan administrator may direct that the payment be
made instead to anyone who has authority over the affairs of the recipient, such
as a parent, guardian, or other relative.

          Payment made in this manner will entirely satisfy the obligation of
the plan to pay the money, and the plan administrator will have no
responsibility to see what happens to the money after it is paid.

                                      -49-

<PAGE>

          Unclaimed benefits. People are expected to claim their money from the
plan when their employment terminates. It is your responsibility to make the
claim; the plan administrator does not have any responsibility to track you
down.

          If you still haven't claimed your money by the time when it must be
paid, the plan administrator will make a reasonable effort to locate you (such
as inquiring of the employer, sending a letter to your last known address, and
inquiring of the Social Security Administration). If the plan administrator
still can't find you, the plan administrator will set up an interest-bearing
account with a financial institution in your name in order to get your money out
of the plan. If no financial institution will set up an account in your name
without your participation, the plan administrator will have to assume that you
are dead and pay the money in accordance with the death provisions of the plan.

          Plan assets sole source of benefits. The plan assets (held in the
trust fund or by an insurance company) are the only source of benefits under the
plan. The employer and plan administrator are not responsible to pay benefits
from their own money, nor do they guarantee the sufficiency of the trust fund or
insurance contracts in any way.

          No right to employment. Many of the requirements of the plan depend on
your employment status, particularly how long you have worked for the employer.
But your employment status is purely a matter between you and your employer; the
plan does not change anything. The fact that your rights under the plan might be
different if your employment history were different does not give you any
different employment rights than if the plan had never existed.

          Profit sharing and stock bonus plan. This plan is intended to qualify
under section 401(a) of the Code as a profit sharing plan with a qualified
cash-or-deferred arrangement and, to the extent of the ESOP accounts, as a stock
bonus plan.

          Merger of plan. The Code requires that the plan contain the following
provision (which is also a requirement of ERISA). However, the interpretation
and application of this provision are quite different from what it appears to
say, and we intend that it be interpreted and applied no more strictly than
required by the regulations under the Code:

          The plan may not merge or consolidate with, or engage in a transfer of
assets or liabilities with, any other plan unless the benefit that each
participant in this plan would receive if both plans terminated immediately
after the transaction is no less than the benefit that the participant would
have received if this plan had terminated immediately before the transaction.

          Protection of benefits, rights, and features from previous edition of
plan. Since this document constitutes an amendment and restatement of the plan,
it must preserve, to the minimum extent required by section 411(d)(6) of the
Code and Treasury Regulation 1.411(d)-4, all benefits, rights and features
required by that Code section and regulation to be protected against reduction.
While we believe that this document preserves all such benefits, rights and
features, as a failsafe we recite here that the terms of all such benefits,
rights, and features, to the extent entitled to protection under this
restatement of the plan, are hereby incorporated by reference from the prior
plan document.

          Governing law. The plan is subject to ERISA and therefore governed
exclusively by federal law except where ERISA provides otherwise. If state law
ever applies to the

                                      -50-

<PAGE>

interpretation or application of the plan, it shall be the law of the state
where the employer has its principal place of business.

          No PBGC Coverage. This plan is not covered by the plan termination
insurance system established under Title IV of ERISA and administered by the
Pension Benefit Guaranty Corporation. As a defined contribution, individual
account plan, it is not eligible for coverage under the law.

          "Highly compensated employees." In the section called "Maximum Amount
of Total Contributions," under the heading "25% of pay limit," reference is made
to "highly compensated employees." That phrase means any employee who owned 5%
or more of the employer during the year in question or the preceding year, as
well as any employee who had compensation from the employer during the preceding
year of more than $85,000. (The dollar figure changes slightly from year to year
according to the cost-of-living. The plan administrator can tell you what the
exact figure is for this year.) Non-resident aliens who have no U.S.-source
income are not taken into account when applying this definition.

          Statement of ERISA rights. Regulations of the federal government
require that the following "Statement of ERISA Rights" appear in this document,
and we are reproducing it here with quotation marks. Not all of the statement is
necessarily accurate or applies to this plan. Neither the employer nor the plan
administrator takes any responsibility for the accuracy or completeness of this
statement, which is made to you by the federal government, not by anyone
connected with the plan:

          "As a participant in this plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974 (ERISA).
ERISA provides that all plan participants shall be entitled to:

          "Examine, without charge, at the plan administrator's office and at
other specified locations, such as worksites and union halls, all plan
documents, including collective bargaining agreements and copies of all
documents filed by the plan with the U.S. Department of Labor, such as detailed
annual reports and plan descriptions.

          "Obtain copies of all plan documents and other plan information upon
written request to the plan administrator. The administrator may make a
reasonable charge for the copies.

          "Receive a summary of the plan's annual financial report. The plan
administrator is required by law to furnish each participant with a copy of this
summary annual report.

          "Obtain a statement telling you whether you have a right to receive a
pension at normal retirement age (age 65) and if so, what your benefits would be
at normal retirement age if you stopped working under the plan now. If you do
not have a right to a pension, the statement will tell you how many more years
you have to work to get a right to a pension. This statement must be requested
in writing and is not required to be given more than once a year. The plan must
provide the statement free of charge.

          "In addition to creating rights for plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the employee
benefit plan. The people who operate your plan, called 'fiduciaries' of the
plan, have a duty to do so prudently and in the interest of you and other plan
participants and beneficiaries. No one, including your employer or any other
person, may fire you or otherwise discriminate against you in any way to prevent
you from

                                      -51-

<PAGE>

obtaining a pension benefit or exercising your rights under ERISA. If your claim
for a pension benefit is denied in whole or in part you must receive a written
explanation of the reason for the denial. You have the right to have the plan
review and reconsider your claim. Under ERISA, there are steps you can take to
enforce the above rights. For instance, if you request materials from the plan
and do not receive them within 30 days, you may file suit in a federal court. In
such a case, the court may require the plan administrator to provide the
materials and pay you up to $100 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the
administrator. If you have a claim for benefits which is denied or ignored, in
whole or in part and you have exhausted the plan's claim and appeal procedure,
you may file suit in a state or federal court. If it should happen that plan
fiduciaries misuse the plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. The court will decide who should
pay court costs and legal fees. If you are successful the court may order the
person you have sued to pay these costs and fees. If you lose, the court may
order you to pay these costs and fees, for example, if it finds your claim is
frivolous. If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest office of the Pension and Welfare
Benefits Administration, U. S. Department of Labor, listed in your telephone
directory, or the Division of Technical Assistance and Inquiries, Pension and
Welfare Benefits Administration, U. S. Department of Labor, 200 Constitution
Avenue N.W., Washington, D.C. 20210."

          Service of legal process may be made on the plan administrator or any
trustee.

================================================================================

                          Special Arrangements for New

                            Participating Employers

================================================================================

          Introduction. When a new school joins the EDMC family, it is sometimes
appropriate to make special arrangements for the employees of that school, in
order to bring them into this plan in a way that harmonizes with the plan that
they were in before. If a special arrangement is made, this section describes
it.

          Illinois Institute of Art. In determining the length of your service
for getting into this plan (that is, the Retirement Plan) effective January 1,
1996 and for deciding what portion of your account you are entitled to if you
leave before age 65, hours of service in the employ of Ray College of Design
from January 1, 1995 to November 8, 1995 are taken into account as hours of
service under the plan to the same extent as if Ray College of Design had been a
participating employer during that period.

          New York Restaurant School. In determining the length of your service
for getting into this plan (that is, the Retirement Plan) effective January 1,
1997 and for deciding what portion of your account you are entitled to if you
leave before age 65, hours of service in the employ of New York Restaurant
School, Inc. from January 1, 1996 to August 2, 1996 are taken into account as
hours of service under the plan to the same extent as if New York Restaurant
School, Inc. had been a participating employer during that period.

                                      -52-

<PAGE>

          In addition, any individual who was an employee of New York Restaurant
School, Inc. immediately prior to August 2, 1996 and was eligible to participate
in the New York Restaurant School, Inc. 401(k) Profit Sharing Plan and becomes
an employee eligible to participate in this plan by reason of New York
Restaurant School's becoming a participating employer on or about August 2, 1996
is eligible to participate in this plan effective September 1, 1996
notwithstanding the semi-annual entry dates otherwise provided in the section
entitled "How You Get Into the Plan."

          Art Institutes International Portland, Inc. In determining the length
of your service for getting into this plan (that is, the Retirement Plan)
effective April 1, 1998 and for deciding what portion of your account you are
entitled to if you leave before age 65, hours of service in the employ of
Bassist College from January 1, 1997 to February 26, 1998 are taken into account
as hours of service under the plan to the same extent as if Bassist College had
been a participating employer during that period.

          Massachusetts Communications College. The requirement of one year of
service in order to join this plan (that is, the Retirement Plan) shall not
apply to any employee who, immediately prior to January 1, 2000, was an employee
of Massachusetts Communications College and a participant in the Massachusetts
Communications College 401(k) Plan and Trust.

          In addition, in determining the length of your service for getting
into this plan (that is, the Retirement Plan) effective January 1, 2000 and for
deciding what portion of your account you are entitled to if you leave before
age 65, hours of service in the employ of Massachusetts Communications College
from January 1, 1999 through December 31, 1999 are taken into account as hours
of service under the plan to the same extent as if Massachusetts Communications
College had been a participating employer during that period.

          In addition, if hours of service by employees of Massachusetts
Communications College for years before 1999 can be substantiated by December
31, 2000, then in determining the length of your service for deciding what
portion of your account you are entitled to if you leave before age 65, hours of
service in the employ of Massachusetts Communications College for years before
1999 will be taken into account as hours of service under the plan to the same
extent as if Massachusetts Communications College had been a participating
employer during that period. As an exception, no more than five years of service
will be credited under this paragraph to any employee who upon entering this
plan is a "restricted employee" as described in the section called "Maximum
Amount of 401(k) Contributions."

          Art Institute of Charlotte. The requirement of one year of service in
order to join this plan (that is, the Retirement Plan) shall not apply to any
employee who, immediately prior to January 1, 2000, was an employee of the
American Business & Fashion Institute, Inc. and a participant in the American
Business & Fashion Institute, Inc. 401(k) Profit Sharing Plan.

          In addition, in determining the length of your service for getting
into this plan (that is, the Retirement Plan) effective January 1, 2000 and for
deciding what portion of your account you are entitled to if you leave before
age 65, hours of service in the employ of the American Business & Fashion
Institute, Inc. from January 1, 1999 through December 31, 1999 are taken into
account as hours of service under the plan to the same extent as if the American
Business & Fashion Institute, Inc. had been a participating employer during that
period.

          In addition, if hours of service by employees of the American Business
& Fashion Institute, Inc. for years before 1999 can be substantiated by December
31, 2000, then in

                                      -53-

<PAGE>

determining the length of your service for deciding what portion of your account
you are entitled to if you leave before age 65, hours of service in the employ
of the American Business & Fashion Institute, Inc. for years before 1999 will be
taken into account as hours of service under the plan to the same extent as if
the American Business & Fashion Institute, Inc. had been a participating
employer during that period. As an exception, no more than five years of service
will be credited under this paragraph to any employee who upon entering this
plan is a "restricted employee" as described in the section called "Maximum
Amount of 401(k) Contributions."

          Art Institute of Las Vegas. In determining the length of your service
for the purpose of eligibility to receive matching contributions and for
deciding what portion of your account you are entitled to if you leave before
age 65, hours of service in the employ of the Interior Design Institute, Inc.
before it was acquired by Education Management Corporation are taken into
account as hours of service under the plan to the same extent as if the Interior
Design Institute, Inc. had been a participating employer during that period. As
an exception, no more than five years of service will be credited under this
paragraph to any employee who upon entering this plan is a "restricted employee"
as described in the section called "Maximum Amount of 401(k) Contributions."

          Art Institute of California. In determining the length of your service
for the purpose of eligibility to receive matching contributions and for
deciding what portion of your account you are entitled to if you leave before
age 65, hours of service in the employ of LJAAA, Inc. before it was acquired by
Education Management Corporation are taken into account as hours of service
under the plan to the same extent as if LJAAA, Inc. had been a participating
employer during that period. As an exception, no more than five years of service
will be credited under this paragraph to any employee who upon entering this
plan is a "restricted employee" as described in the section called "Maximum
Amount of 401(k) Contributions."

          Miami International University of Art & Design (formerly International
Fine Arts College (IFAC)). In determining the length of your service for the
purpose of eligibility to receive matching contributions and for deciding what
portion of your account you are entitled to if you leave before age 65, hours of
service in the employ of Miami International University of Art & Design before
it was acquired by Education Management Corporation are taken into account as
hours of service under the plan to the same extent as if the Miami International
University of Art & Design had been a participating employer during that period.
As an exception, no more than five years of service will be credited under this
paragraph to any employee who upon entering this plan is a "restricted employee"
as described in the section called "Maximum Amount of 401(k) Contributions."

          Art Institute California Design College. In determining the length of
your service for the purpose of eligibility to receive matching contributions
and for deciding what portion of your account you are entitled to if you leave
before age 65, hours of service in the employ of Art Institute California Design
College before it was acquired by Education Management Corporation are taken
into account as hours of service under the plan to the same extent as if Art
Institute California Design College had been a participating employer during
that period. As an exception, no more than five years of service will be
credited under this paragraph to any employee who upon entering this plan is a
"restricted employee" as described in the section called "Maximum Amount of
401(k) Contributions."

          Argosy Education Group, Inc. In determining the length of your service
for the purpose of eligibility to receive matching contributions and for
deciding what portion of your account you are entitled to if you leave before
age 65, hours of service in the employ of the Argosy Education

                                      -54-

<PAGE>

Group, Inc. before it was acquired by Education Management Corporation are taken
into account as hours of service under the plan to the same extent as if Argosy
Education Group, Inc. had been a participating employer during that period. As
an exception, no more than five years of service will be credited under this
paragraph to any employee who upon entering this plan is a "restricted employee"
as described in the section called "Maximum Amount of 401(k) Contributions."

          Argosy Professional Services (The Ventura Group and The Connecting
Link). In determining the length of your service for the purpose of eligibility
to receive matching contributions and for deciding what portion of your account
you are entitled to if you leave before age 65, hours of service in the employ
of Argosy Professional Services before it was acquired by Education Management
Corporation are taken into account as hours of service under the plan to the
same extent as if Argosy Professional Services had been a participating employer
during that period. As an exception, no more than five years of service will be
credited under this paragraph to any employee who upon entering this plan is a
"restricted employee" as described in the section called "Maximum Amount of
401(k) Contributions."

          Western State University College of Law. In determining the length of
your service for the purpose of eligibility to receive matching contributions
and for deciding what portion of your account you are entitled to if you leave
before age 65, hours of service in the employ of Western State University
College of Law before it was acquired by Education Management Corporation are
taken into account as hours of service under the plan to the same extent as if
Western State University College of Law had been a participating employer during
that period. As an exception, no more than five years of service will be
credited under this paragraph to any employee who upon entering this plan is a
"restricted employee" as described in the section called "Maximum Amount of
401(k) Contributions."

                                      -55-

<PAGE>

                                Appendix A to the
                        Education Management Corporation
                                 Retirement Plan

                  Participating Employers As of August 1, 2003
         (* denotes employer that does not participate in ESOP feature)

The Art Institute of Atlanta, Inc.
6600 Peachtree Dunwoody Road
100 Embassy Row
Atlanta, GA 30328

TAIC, Inc.*
d/b/a The Art Institute of California
7650 Mission Valley Rd.
San Diego, CA 92108
(effective January 1, 2001)

Art Institute of California Design College*
3440 Wilshire Blvd.
7th Floor
Los Angeles, CA 90010
(effective February 1, 2003)

The Art Institute of Charlotte, Inc.*
Three Lake Point Plaza
2110 Water Ridge Parkway
Charlotte, NC 28217
(effective January 1, 2000)

The Art Institute of Colorado, Inc.
1200 Lincoln Street
Denver, CO 80203

The Art Institute of Dallas, Inc.
8080 Park Lane, Suite 100
Dallas, TX 75231

The Art Institute of Ft. Lauderdale, Inc.
1799 SE 17th Street
Ft. Lauderdale, FL 33316

The Art Institute of Houston, Inc.
1900 Yorktown
Houston, TX 77056

                                      -56-

<PAGE>

The Art Institutes International
at San Francisco, Inc.*
1170 Market Street
San Francisco, CA 94102
(effective December 19, 1997)

The Art Institute of Las Vegas, Inc.*
2350 Corporate Circle
Henderson, NV 89074
(effective July 1, 2001)

The Art Institute of Los Angeles, Inc.*
Santa Monica Business Park, Building S
2900 31st Street, Suite 150
Santa Monica, CA 90405
(effective January 13, 1997)

The Art Institute of Los Angeles
- Orange County, Inc.*
3601 West Sunflower Avenue
Santa Ana, CA 92704
(effective January 1, 2000)

The Art Institutes International Minnesota, Inc.*
15 South 9th Street
LaSalle Building
Minneapolis, MN 55402
(effective January 28, 1997)

The Art Institute of Pittsburgh
420 Boulevard of the Allies
Pittsburgh, PA 15219

The Art Institute of Philadelphia, Inc.
1622 Chestnut Street
Philadelphia, PA 19103

The Art Institute of Phoenix, Inc.*
2233 West Dunlap Avenue
Phoenix, AZ 85021

The Art Institute of Portland, Inc.*
1122 NW Davis Street
Portland, OR 97209
(effective April 1, 1998)

The Art Institute of Seattle, Inc.
2323 Elliott Avenue
Seattle, WA 98121

                                      -57-

<PAGE>

The Art Institute of Washington, Inc.*
The Ames Center
1820 N. Fort Meyer Drive
Arlington, VA 22209
(effective January 1, 2000)

The Art Institute OnLine, Inc.*
(a division of the Art Institute of Pittsburgh)
420 Boulevard of the Allies
Pittsburgh, PA 15219

The Illinois Institute of Art at Chicago, Inc.*
350 North Orleans, Suite 136-L
Chicago, IL 60654

The Illinois Institute of Art at Schaumburg, Inc.*
1000 Plaza Drive, Suite 1000
Schaumburg, IL 60173

The New England Institute of Art*
(formerly Massachusetts Communications College)
10 Brookline Place West
Brookline, MA 02445
(effective January 1, 2000)

NCPT, Inc.
6600 Peachtree Dunwoody Road
100 Embassy Row
Atlanta, GA 30328

The National Center for Professional Development - University Division, Inc.
6600 Peachtree Dunwoody Road
100 Embassy Row
Atlanta, GA 30328

The Art Institute of New York City*
(formerly The New York Restaurant School, Inc.)
75 Varick Street, 16th Floor
New York, NY 10013

Miami International University of Art & Design*
(formerly International Fine Arts College (IFAC))
1501 Biscayne Blvd.
Miami, FL 33132
(effective September 5, 2001)

Argosy Education Group, Inc.*
Two First National Plaza
20 South Clark Street, 28th Floor
Chicago, IL 60603
(effective January 1, 2002)

                                      -58-

<PAGE>

Argosy Professional Services (The Ventura Group and The Connecting Link)*
5126 Ralston Street
Ventura, CA 93003
(effective January 1, 2002)

Western State University College of Law*
1111 North State College Boulevard
Fullerton, CA 92831
(effective January 1, 2002)

The Art Institute of Tampa, Inc.*
Horizon at Tampa Bay Park
4511 North Himes Avenue, Suite 245
Tampa, FL 33614
(effective May 1, 2003)

                                      -59-

<PAGE>

                                Appendix B to the
                        Education Management Corporation
                                 Retirement Plan

                   Investment Options Effective August 1, 2003

          Managed Income Portfolio (Fidelity). This is a commingled pool of the
Fidelity Group Trust for Employee Benefit Plans. Its objective is to preserve
principal while earning interest income. It invests in investment contracts
offered by major insurance companies and other approved financial institutions
and in certain types of fixed income securities. A small portion of the fund is
invested in a money market fund to provide daily liquidity.

          Fidelity Intermediate Bond Fund. This is a mutual fund that invests in
all types of U. S. and foreign bonds, including corporate or U. S. government
issues. Normally, it selects bonds considered medium to high quality
("investment grade") while maintaining an average maturity of 3 to 10 years.
These bond prices will go up and down more than those of short-term bonds.

          Invesco Core Equity Fund--Investor Class (formerly Invesco Equity
Income Fund). This is a mutual fund that seeks to provide current income.
Capital growth is an additional, but secondary, objective of the fund. Normally,
at least 65% of the fund's assets are invested in dividend-paying common stocks.
Up to 10% of its assets may be invested in stocks which do not pay dividends.
The rest may be invested in corporate and other types of bonds.

          Spartan U.S. Equity Index Fund. This fund, managed by Bankers Trust,
seeks to provide investment results that correspond to the total return of
common stocks publicly traded in the United States. In seeking this objective,
the fund attempts to duplicate the composition and total return of the S&P 500.
The fund uses an "indexing" approach and allocates its assets similarly to those
of the index. The fund's composition may not always be identical to that of the
S&P 500.

          Fidelity Freedom Funds. These are mutual funds that invest in a
combination of Fidelity equity, fixed-income, and money market funds. They
allocate their assets among those funds according to an asset allocation
strategy that becomes increasingly conservative as each Freedom Fund approaches
its target retirement date. The Freedom Funds are:

          Fidelity Freedom 2000 Fund -- targeted to investors expecting to
          retire around 2000.
          Fidelity Freedom 2010 Fund -- targeted to investors expecting to
          retire around 2010.
          Fidelity Freedom 2020 Fund -- targeted to investors expecting to
          retire around 2020.
          Fidelity Freedom 2030 Fund -- targeted to investors expecting to
          retire around 2030.
          Fidelity Freedom 2040 Fund -- targeted to investors expecting to
          retire around 2040.
          Fidelity Freedom Income Fund -- targeted to investors who have
          retired.

          Please note: The Fidelity Freedom Funds replace three other Fidelity
          funds that were previously available -- Fidelity Asset Manager,
          Fidelity Asset Manager: Growth, and Fidelity Asset Manager: Income.
          Effective July 6, 2001, no money may be contributed or transferred to
          those three Asset Manager funds.

          Please note also: If you have chosen any of those three Asset Manager
          funds -- Fidelity Asset Manager, Fidelity Asset Manager: Growth, or
          Fidelity Asset Manager: Income -- as the destination for new
          contributions going into the plan,

                                      -60-

<PAGE>

          then effective July 6, 2001, those new contributions will
          automatically be re-directed by Fidelity into the Fidelity Freedom
          Fund that corresponds to your birth date, as shown on the table in the
          following paragraph.

          Please note, finally: Participants with money in any of those Asset
          Manager funds -- Fidelity Asset Manager, Fidelity Asset Manager:
          Growth, and Fidelity Asset Manager: Income -- are urged to move the
          money into other investment options available under the plan. Any
          money remaining in any of those three Asset Manager funds at September
          30, 2001 (that is, 90 days later) will automatically be transferred by
          Fidelity into the Fidelity Freedom Fund that corresponds to your birth
          date, as shown on this table:

          Year of Birth                       Fidelity Freedom Fund
          -------------                       ---------------------
            1900-1934                             Freedom Income
            1935-1940                             Freedom 2000
            1941-1950                             Freedom 2010
            1951-1960                             Freedom 2020
            1961-1970                             Freedom 2030
            1971-1980                             Freedom 2040

          Fidelity Magellan Fund. This is a growth mutual fund that seeks
long-term capital appreciation by investing in the stocks of both well-known and
lesser known companies with potentially above-average growth potential and a
correspondingly higher level of risk. Securities may be of foreign, domestic,
and multinational companies.

          Fidelity Growth Company Fund. This is a mutual fund that seeks
long-term capital appreciation by investing primarily in common stocks and
securities convertible into common stocks. It may invest in companies of any
size with above-average growth potential, though growth is most often sought in
smaller, less well known companies in emerging areas of the economy. The stocks
of small companies often involve more risk than those of larger companies.

          Ariel Fund. This is a mutual fund managed by Ariel Capital Management,
Inc. It seeks long-term capital appreciation. It normally invests 80% of its
assets in equity securities with market capitalizations under $1.5 billion. It
may invest the remaining 20% in investment grade debt securities. It seeks
environmentally responsible companies; it may not invest in issuers primarily
involved in the manufacture of weapons systems, nuclear energy or tobacco.

          Franklin Small-Mid Cap Growth Fund - Class A (formerly Franklin Small
Cap Growth Fund A)s. This is a mutual fund managed by Franklin Advisers, Inc. It
seeks to increase the value of investments over the long term through capital
growth. It invests primarily in equity securities of small capitalization growth
companies, which generally have market capitalizations of less than $1.5 billion
at the time of the investment. The fund may also invest up to 25% of its assets
in foreign securities, which involve special risks, including economic and
political uncertainty and currency fluctuation.

          Fidelity Diversified International Fund. This is a mutual fund whose
objective is capital growth. It normally invests at least 65% of total assets in
foreign securities. It normally invests primarily in common stocks. Stocks are
selected by using a computer-aided quantitative analysis supported by
fundamental analysis. In exchange for greater potential rewards, foreign
investments, especially in emerging markets, involve greater risks than U. S.
investments and as with any investment, share price and return will fluctuate.
The risks in foreign investments

                                      -61-

<PAGE>

include political and economic uncertainties of foreign countries, as well as
the risk of currency fluctuations.

          Employer Stock Fund. This is a fund invested in employer common stock.
The fund may also hold some cash for liquidity. This fund is available as an
investment option effective August 1, 2003. Shares of employer stock may be
acquired by the fund either directly from the company or in open market
transactions.

                                      -62-