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                                                                    EXHIBIT 10-1

                     PBSJ EMPLOYEE PROFIT SHARING AND STOCK
                       OWNERSHIP PLAN AND TRUST AGREEMENT

     Post, Buckley, Schuh & Jernigan, Inc., a corporation organized under the
laws of the State of Florida, makes this Agreement with Richard A. Wickett, John
B. Zumwalt, III, Bernard F. Silver, Todd J. Kenner, Everett M. Owen, Robert J.
Paulsen, Thomas D. Pellarin, Becky S. Schaffer and Judith A. Squillante, as
Trustees.

                                   WITNESSETH:

     Post, Buckley, Schuh & Jernigan, Inc. continues, within this document, a
Plan and Trust for the administration and distribution of contributions made by
the Employer for the purpose of providing retirement benefits for eligible
Employees. This Plan is an amended plan, in restated form, the original plan
being established on October 1, 1994 as an Employee Stock Ownership Plan, and
January 1, 1985 as a profit sharing plan. The provisions of this Plan, as
amended, apply solely to an Employee whose employment with the Employer
terminates on or after the restated Effective Date of the Plan. If an Employee's
employment with the Employer terminates prior to the restated Effective Date,
that Employee is entitled to benefits under the Plan and Trust as the Plan and
Trust existed on the date of the Employee's termination of employment.

     Now, therefore, in consideration of their mutual covenants, the Employer
and the Trustee agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

       1.01 "Account" means the separate Account(s) which the Plan Administrator
or the Trustee maintains for a Participant under the Plan.

       1.02 "Account Balance" or "Accrued Benefit" means the amount standing in
a Participant's Account(s) as of any date derived from Employer contributions.

       1.03 "Accounting Date" is the last day of the Plan Year. Unless otherwise
specified in the Plan, the Plan Administrator will make all Plan allocations for
a particular Plan Year as of the Accounting Date of that Plan Year.

       1.04 "Beneficiary" means a person designated by a Participant or by the
Plan who is or may become entitled to a benefit under the Plan. A Beneficiary
who becomes entitled to a benefit under the Plan remains a Beneficiary under the
Plan until the Trustee has fully distributed to the Beneficiary his/her Plan
benefit. A Beneficiary's right to (and the Plan Administrator's or a Trustee's
duty to provide to the Beneficiary) information or data concerning the Plan does
not arise until the Beneficiary first becomes entitled to receive a benefit
under the Plan.

       1.05 "Code" means the Internal Revenue Code of 1986, as amended and
includes applicable Treasury regulations.

       1.06 "Compensation" means the total amount paid by the Employee in the
course of the Employer's trade or business, including Elective Contribution, but
excluding fringe benefits, overtime pay, bonuses, commissions, directors fees,
expense reimbursements and Employer Nonelective Contributions to this Plan. The
definition of Compensation shall not include compensation received while an
Employee is not a Participant in the Plan. The following Paragraphs (A), (B),
(C) and (D) apply to the definition of Compensation.

(A) Elective Contributions. "Elective Contributions" are amounts excludible from
the Employee's gross income under Code (S)(S)125, 132(f)(4), 402(e)(3),
402(h)(2), 403(b), 408(p) or 457, and contributed by the Employer, at the
Employee's election, to a cafeteria plan, a qualified transportation fringe
benefit plan, a 401(k) arrangement, a SARSEP, a tax-sheltered annuity, a SIMPLE
plan or a Code (S)457 plan.

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(B) Compensation Dollar Limitation. For any Plan Year, the Plan Administrator
cannot take into account more than $150,000 (or such larger or smaller amount as
the Commissioner of Internal Revenue may prescribe) of any Participant's
Compensation.

(C) Nondiscrimination. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.06, except the Employer annually may
elect operationally to include or to exclude Elective Contributions. In applying
the immediately preceding sentence, the Employer must be consistent and uniform
with respect to all Employees and all plans of the Employer for any particular
Plan Year. The Employer may elect to exclude from this nondiscrimination
definition of Compensation any items of Compensation excludible under Code
(S)414(s) and the applicable Treasury regulations, provided such adjusted
definition conforms to the nondiscrimination requirements of those regulations.
Furthermore, to compute an Employee's actual deferral percentage ("ADP") or
average contribution percentage ("ACP"), the Plan Administrator may limit
Compensation taken into account to Compensation received only for the portion of
the Plan Year in which the Employee was an Eligible Employee and only for the
portion of the Plan Year in which the Plan or the 401(k) arrangement was in
effect.

(D) Other Rules. Any reference in this Plan to Compensation is a reference to
the definition in this Section 1.06, unless the Plan reference specifies a
modification to this definition. The Plan Administrator will take into account
only Compensation actually paid for the relevant period. Compensation does not
include reimbursements or other expense allowances, fringe benefits (cash and
noncash), moving expenses, deferred compensation, and welfare benefits.
Compensation includes excludes Elective Contributions made by the Employer on
the Employee's behalf. A Compensation payment includes Compensation paid by the
Employer to an Employee through another person under the common paymaster
provisions of Code (S)(S)3121(s) and 3306(p).

       1.07 "Disability" means the Participant, because of a physical or mental
disability, will be unable to perform the duties of his/her customary position
of employment (or is unable to engage in any substantial gainful activity) for
an indefinite period which the Plan Administrator considers will be of long
continued duration. A Participant also is disabled if he/she incurs the
permanent loss or loss of use of a member or function of the body, or is
permanently disfigured, and incurs a Separation from Service. A Participant is
disabled on the date the Plan Administrator determines the Participant satisfies
the definition of Disability. The Plan Administrator may require a Participant
to submit to a physical examination in order to confirm Disability. The Plan
Administrator will apply the provisions of this Section 1.07 in a
nondiscriminatory, consistent and uniform manner.

       1.08 "Disqualified Person" is a person described under Code
(S)4975(e)(2).

       1.09 "Effective Date" of this Plan, as restated, is January 1, 1997,
except as otherwise stated in this Plan.

       1.10 "Employee" means any employee of the Employer, unless such employee
is an Excluded Employee pursuant to Section 2.01 of the Plan.

       1.11 "Employer" means Post, Buckley, Schuh & Jernigan, Inc.

       1.12 "Employer Securities" mean common stock issued by the Employer, or
       by a corporation which is a member of the same controlled group of
       corporations 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.

1.02

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       1.13 "ERISA" means the Employee Retirement Income Security Act of 1974,
       as amended and includes applicable Department of Labor regulations.

       1.14 "Exempt Loan" means a loan made to this Plan by a Disqualified
       Person, or a loan to this Plan which a Disqualified Person guarantees,
       provided the loan satisfies the requirements of Treas.
       Reg.(S)54.4975-7(b).

       1.15 "401(k) arrangement" means an arrangement described under Code
       (S)401(k)(2).

       1.16 "Highly Compensated Employee" means an Employee who:

     (a) during the Plan Year or during the preceding Plan Year, is a more than
     5% owner of the Employer (applying the constructive ownership rules of Code
     (S)318, and applying the principles of Code (S)318, for an unincorporated
     entity); or

     (b) during the preceding Plan Year had Compensation in excess of $80,000
     (as adjusted by the Commissioner of Internal Revenue for the relevant
     year).

     For purposes of this Section 1.16, "Compensation" means Compensation as
defined in Section 1.06, except Compensation specifically includes Elective
Contributions. The Plan Administrator must make the determination of who is a
Highly Compensated Employee, including the determinations of the number and
identity of the top-paid 20% group, consistent with Code (S)414(q) and
regulations issued under that Code section. For purposes of this Section 1.16,
the term "preceding Plan Year" means the 12-consecutive month period immediately
preceding the current Plan Year. For all Plan Years from 1997 through 2001 the
Plan Administrator has made the top paid group election, including the
determinations of the number and identity of the top-paid 20% group, consistent
with Code (S)414(q) and regulations issued under that Code section. For all Plan
Years from 1997 through 2001 the Plan Administrator has made the election to use
calendar year data for purposes determining who are Highly Compensated
Employees.

       1.17   "Hour of Service" means:

       (a)Each Hour of Service for which the Employer, either directly or
       indirectly, pays an Employee, or for which the Employee is entitled to
       payment, for the performance of duties. The Plan Administrator credits
       Hours of Service under this Paragraph (a) to the Employee for the
       computation period in which the Employee performs the duties,
       irrespective of when paid;

       (b)Each Hour of Service for back pay, irrespective of mitigation of
       damages, to which the Employer has agreed or for which the Employee has
       received an award. The Plan Administrator credits Hours of Service under
       this Paragraph (b) to the Employee for the computation period(s) to which
       the award or the agreement pertains rather than for the computation
       period in which the award, agreement or payment is made; and

       (c)Each Hour of Service for which the Employer, either directly or
       indirectly, pays an Employee, or for which the Employee is entitled to
       payment (irrespective of whether the employment relationship is
       terminated), for reasons other than for the performance of duties during
       a computation period, such as leave of absence, vacation, holiday, sick
       leave, illness, incapacity (including disability), layoff, jury duty or
       military duty. The Plan Administrator will credit no more than 501 Hours
       of Service under this Paragraph (c) to an Employee on account of any
       single continuous period during which the Employee does not perform any
       duties (whether or not such period occurs during a single computation
       period). The Plan Administrator credits Hours of Service under this
       Paragraph (c) in accordance with the rules of Paragraphs (b) and (c) of
       Labor Reg. (S)2530.200b-2, which the Plan, by this reference,
       specifically incorporates in full within this Paragraph (c).

       The Plan Administrator will not credit an Hour of Service under more than
one of the above paragraphs. A computation period for purposes of this Section
1.17 is the Plan Year, Year of Service period, Break in Service period or other
period, as determined under the Plan provision for which the Plan Administrator
is

                                                                            1.03

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measuring an Employee's Hours of Service. The Plan Administrator will resolve
any ambiguity with respect to the crediting of an Hour of Service in favor of
the Employee.

(A) Method of Crediting Hours of Service. The Employer will credit every
Employee with Hours of Service on the basis of the "actual" method. For purposes
of the Plan, "actual" method means the determination of Hours of Service from
records of hours worked and hours for which the Employer makes payment or for
which payment is due from the Employer.

(B) Maternity/Paternity Leave/Family and Medical Leave Act. Solely for purposes
of determining whether an Employee incurs a Break in Service under any provision
of this Plan, the Plan Administrator must credit Hours of Service during the
Employee's unpaid absence period: (i) due to maternity or paternity leave; or
(ii) as required under the Family and Medical Leave Act. An Employee is on
maternity or paternity leave if the Employee's absence is due to the Employee's
pregnancy, the birth of the Employee's child, the placement with the Employee of
an adopted child, or the care of the Employee's child immediately following the
child's birth or placement. The Plan Administrator credits Hours of Service
under this Section 1.17(B) on the basis of the number of Hours of Service for
which the Employee normally would receive credit or, if the Plan Administrator
cannot determine the number of Hours of Service the Employee would receive
credit for, on the basis of 8 hours per day during the absence period. The Plan
Administrator will credit only the number (not exceeding 501) of Hours of
Service necessary to prevent an Employee's Break in Service. The Plan
Administrator credits all Hours of Service described in this Section 1.17(B) to
the computation period in which the absence period begins or, if the Employee
does not need these Hours of Service to prevent a Break in Service in the
computation period in which his/her absence period begins, the Plan
Administrator credits these Hours of Service to the immediately following
computation period.

(C) Qualified Military Service. Hour of Service also includes any Service the
Plan must credit in order to satisfy the crediting of Service requirements of
Code (S)414(u). The provisions of this Section 1.17(C) apply on December 12,
1994.

       1.18 "Leased Employee" is an Employee of the Employer, except as
described in Section 1.18(A). A Leased Employee is an individual (who otherwise
is not an Employee of the Employer) who, pursuant to a leasing agreement between
the Employer and any other person, has performed services for the Employer (or
for the Employer and any persons related to the Employer within the meaning of
Code (S)144(a)(3)) on a substantially full time basis for at least one year and
who performs such services under primary direction or control of the Employer.
If a Leased Employee is an Employee by reason of this Section 1.18,
"Compensation" includes Compensation from the leasing organization which is
attributable to services performed for the Employer.

(A) Safe Harbor Plan Exception. A Leased Employee is not an Employee if the
leasing organization covers the employee in a safe harbor plan and, prior to
application of this safe harbor plan exception, 20% or less of the Employer's
Employees (other than Highly Compensated Employees) are Leased Employees. A safe
harbor plan is a money purchase pension plan providing immediate participation,
full and immediate vesting, and a nonintegrated contribution formula equal to at
least 10% of the employee's compensation without regard to employment by the
leasing organization on a specified date. The safe harbor plan must determine
the 10% contribution on the basis of compensation as defined in Code
(S)415(c)(3) with the inclusion of Elective Contributions (if otherwise
excludible).

(B) Other Requirements. The Plan Administrator must apply this Section 1.18 in a
manner consistent with Code (S)(S)414(n) and 414(o) and the regulations issued
under those Code sections. If a Participant is a Leased Employee covered by a
plan maintained by the leasing organization, the Plan Administrator will
determine the allocation of Employer contributions and Participant forfeitures
on behalf of the Participant by taking into account the Leased Employee's
allocation, if any, under the leasing organization's plan, but only to the
extent that allocation is attributable to the Leased Employee's services
performed for the Employer.

1.04

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       1.19 "Leveraged Employer Securities" mean Employer Securities acquired by
the Trust with the proceeds of an Exempt Loan and which satisfy the definition
of "qualifying employer securities" under Code (S)4975(e)(8).

       1.20 "Nonhighly Compensated Employee" means any Employee who is not a
Highly Compensated Employee.

       1.21 "Nontransferable Annuity" means an annuity which by its terms
provides it may not be sold, assigned, discounted, pledged as collateral for a
loan or security for the performance of an obligation or for any purpose to any
person other than the insurance company. If the Plan distributes an annuity
contract, the contract must be a Nontransferable Annuity.

       1.22 "Participant" is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.01.

       1.23 "Plan" means the retirement plan established and continued by the
Employer in the form of this document, designated as the PBSJ Employee Profit
Sharing and Stock Ownership Plan and Trust. The Employer has designed this Plan
to invest primarily in Employer Securities.

       1.24 "Plan Administrator" is the Employer unless the Employer designates
another person to hold the position of Plan Administrator. In addition to its
other duties, the Plan Administrator has full responsibility for compliance with
the reporting and disclosure rules under ERISA as respects this Plan.

       1.25 "Plan Entry Date" means the dates specified in Section 2.01.

       1.26 "Plan Year" means the fiscal year of the Plan, a 12-consecutive
month period ending every December 31.

       1.27 "Protected Benefit" means any accrued benefit described in Treas.
Reg.(S)1.411(d)-4, including any optional form of benefit provided under the
Plan which may not (except in accordance with such Regulations) be reduced,
eliminated or made subject to Employer discretion.

       1.28 "Related Group/Related Employer" is a controlled group of
corporations (as defined in Code (S)414(b)), trades or businesses (whether or
not incorporated) which are under common control (as defined in Code (S)414(c)),
an affiliated service group (as defined in Code (S)414(m) or an arrangement
otherwise described in Code (S)414(o)). If an Employer is a member of a Related
Group, each member of the Related Group is a Related Employer. The term
"Employer" includes every Related Employer for purposes of crediting Service and
Hours of Service, determining Years of Service and Breaks in Service under
Articles II and V, determining Separation from Service, applying the Coverage
Test under Section 3.04(C), applying the limitations on annual additions under
Article III, applying the top-heavy rules and the minimum allocation
requirements of Article XII, applying the definitions of Employee, Highly
Compensated Employee, Compensation and Leased Employee, and for any other
purpose required by the applicable Code section or by a Plan provision.

     Only an Employer which is a signatory to this Plan may contribute to the
Plan and only an Employee employed by an Employer which is a signatory to this
Plan is eligible to participate in the Plan. For Plan allocation purposes,
"Compensation" does not include Compensation received from a Related Employer
not participating in this Plan.

       1.29 "Separation from Service" means the Employee no longer has an
employment relationship with the Employer maintaining this Plan or with a
Related Employer.

       1.30 "Service" means any period of time the Employee is in the employ of
the Employer, including any period the Employee is on an unpaid leave of absence
authorized by the Employer under a uniform, nondiscriminatory policy applicable
to all Employees.

                                                                            1.05

<PAGE>

       1.31 "Service for predecessor employer." If the Employer maintains the
plan of a predecessor employer, service of the Employee with the predecessor
employer is Service with the Employer. If the Employer does not maintain the
plan of a predecessor employer, the Plan does not credit service with any
predecessor employer, unless the Employer identifies the predecessor employer in
this Plan and specifies the purposes for which the Plan will credit service with
that predecessor employer. Service granted under prior plan documents or
amendments to such documents shall continue to be credited under the Plan.

       1.32 "Trust" means the separate Trust created under the Plan.

       1.33 "Trust Fund" means all property of every kind held or acquired by
the Trustee under the Plan.

       1.34 "Trustee" means Richard A. Wickett, John B. Zumwalt, III, Bernard F.
Silver, Todd J. Kenner, Everett M. Owen, Robert J. Paulsen, Thomas D. Pellarin,
Becky S. Schaffer and Judith A. Squillante , or any successor in office who in
writing accepts the position of Trustee.

       1.35 "Vested" means a Participant or a Beneficiary has an unconditional
claim, legally enforceable against the Plan, to the Participant's Account
Balance or Accrued Benefit.

                          * * * * * * * * * * * * * * *


                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

     2.01 ELIGIBILITY. Effective May 1, 1998 each Employee, other than an
Excluded Employee, becomes a Participant in the Plan on the Plan Entry Date (if
employed on that date) coincident with or next following the date on which the
Participant's Employment Commencement Date occurs. "Plan Entry Date means the
restated Effective Date and each January 1 or July 1 of every Plan Year. Each
Employee who was a Participant in the Plan on the day before the Effective Date
of this restated Plan continues as a Participant in the Plan.

     An Excluded Employee is an individual who is a non-resident alien who
receives no earned income from sources within the United States or an employee
whose employment is governed by the terms of a collective bargaining agreement
between employee representatives and the Employer and the Secretary of Labor
finds that retirement benefits were the subject of good faith bargaining between
the parties and two percent or less of the employees covered by the agreement
are "professionals" as defined in Treas. Reg. 1.410(b)-9, unless such agreement
expressly provides for such coverage in this Plan or an independent contractor
or Leased Employees, but only in accordance with the provisions of Section 1.18
of the Plan. The term "employee representatives" as used herein does not include
any organization more than half the members of which are owners, officers or
executives of the Employer.

     2.02 YEAR OF SERVICE - PARTICIPATION. For purposes of an Employee's
participation in the Plan under Section 2.01, the Plan takes into account all of
the Employee's Years of Service with the Employer. "Year of Service" means an
eligibility computation period during which the Employee completes not less than
1,000 Hours of Service. The initial eligibility computation period is the first
12-consecutive month period measured from the Employment Commencement Date. The
Plan measures subsequent periods by reference to the Plan Year, beginning with
the Plan Year which includes the first anniversary of the Employee's Employment
Commencement Date. "Employment Commencement Date means the date on which the
Employee first performs an Hour of Service for the Employer.

     2.03 BREAK IN SERVICE - PARTICIPATION. For purposes of participation in the
Plan, the Plan does not apply any Break in Service rule.

1.06

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                                                    Interim ESOP Document - Plan

     2.04 PARTICIPATION UPON RE-EMPLOYMENT. A Participant who incurs a
Separation from Service will re-enter the Plan as a Participant on the date of
his/her reemployment. An Employee who satisfies the Plan's eligibility
conditions but who incurs a Separation from Service prior to becoming a
Participant will become a Participant on the later of the Plan Entry Date on
which he/she would have entered the Plan had the Participant not terminated
employment or the date of his/her reemployment. Any Employee who incurs a
Separation from Service prior to satisfying the Plan's eligibility conditions
becomes a Participant in accordance with the provisions of Section 2.01.

     2.05 ELECTION NOT TO PARTICIPATE. Notwithstanding Section 2.01, an Employee
may, subject to the approval of the Employer, voluntarily elect not to
participate in the Plan. The election not to participate must be communicated to
the Employer, in writing, at least thirty (30) days before the beginning of a
Plan Year, or within such other time as the Employer shall require.

                          * * * * * * * * * * * * * * *


                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

Part 1. Amount of Employer Contributions and Plan Allocations: Sections 3.01
through 3.04

     3.01  EMPLOYER CONTRIBUTIONS.

(A) Amount. For each Plan Year, the Employer will contribute to the Trust the
amount the Employer from time to time deems advisable. The Employer may
contribute to this Plan irrespective of whether it has net profits. The Employer
intends the Plan to be an employee stock ownership plan for all purposes of the
Code. The Employer will not make a contribution to the Trust for any Plan Year
to the extent the contribution would exceed the Participants' Maximum
Permissible Amounts. See Part 2 of this Article III.

(B) Form of Contribution. Subject to the consent of the Trustee, the Employer
may make its contribution in property (including Employer Securities) instead of
cash, provided the contribution of property is not a prohibited transaction
under the Code or under ERISA.

(C) Time of Payment of Contribution. The Employer may pay its contribution for
any Plan Year in one or more installments without interest. The Employer may
make its contribution to the Plan for a particular Plan Year at such time(s) as
the Employer in its sole discretion determines. If the Employer makes a
contribution for a particular Plan Year after the close of that Plan Year, the
Employer will designate in writing to the Trustee the Plan Year for which the
Employer is making its contribution.

(D) Return of Employer Contribution. The Employer contributes to the Plan on the
condition its contribution is not due to a mistake of fact and the Internal
Revenue Service will not disallow the deduction for its contribution. The
Trustee, upon written request from the Employer, must return to the Employer the
amount of the Employer's contribution made by the Employer by mistake of fact or
the amount of the Employer's contribution disallowed as a deduction under Code
(S)404. The Trustee will not return any portion of the Employer's contribution
under the provisions of this Paragraph (D) more than one year after:

     (1)The Employer made the contribution by mistake of fact; or

     (2)The disallowance of the contribution as a deduction, and then, only to
the extent of the disallowance.

     The Trustee will not increase the amount of the Employer contribution
returnable under this Paragraph (D) for any earnings attributable to the
contribution, but the Trustee will decrease the Employer contribution returnable
for any losses attributable to it. The Trustee may require the Employer to
furnish it whatever

                                                                            3.07

<PAGE>

evidence the Trustee deems necessary to enable the Trustee to confirm the amount
the Employer has requested be returned is properly returnable under ERISA.

(E) Deferral Contributions. The Employer elects to allow each Participant, in
accordance with Article XIV, to reduce his/her Compensation, as provided in the
Participant's salary reduction agreement, however, the salary reduction
agreement must specify a minimum deferral amount equal to two (2%) percent of
the Participant's Compensation. Subject to the limitations of this Article III
and Article XIV, the only limitation on such salary reductions shall be Code
Section 402(g) for the Plan Year in which such salary reductions occur. A
Participant, prospectively, may modify or revoke a salary reduction agreement,
or may file a new salary reduction agreement following a prior revocation, at
least once per year or as required by the Internal Revenue Service. The Employer
also may provide for more frequent elections in the Plan's salary reduction
agreement form.

(F) Matching Contributions. The Employer matching contribution is an amount (or
an additional amount) equal to a matching percentage the Employer may, from time
to time, deem advisable of the Participant's deferral contributions. The
Employer, in its sole discretion, may designate as a qualified matching
contribution, all or any portion of its discretionary matching contribution. The
portion of the Employer's discretionary matching contribution for a Plan Year
not designated as a qualified matching contribution is a regular matching
contribution subject to the vesting schedule set forth in Section 5.03. The
Employer will determine its matching contribution based on deferral
contributions made during each payroll period or such other period as the
Employer may apply in a nondiscriminatory manner when making matching
contributions other than each payroll period. In determining a Participant's
deferral contributions taken into account for the Plan Year under the matching
contributions formula, the Employer will take into account the deferral
contributions as a percentage of the Participant's Compensation as the Employer
shall determine at its discretion.

     3.02 CONTRIBUTION ALLOCATION. The Plan Administrator will allocate and
credit each annual Employer nonelective contribution (and Participant
forfeitures, if any) to the Account of each Participant who satisfies the
allocation conditions of Section 3.04. The Plan Administrator will allocate the
annual Employer nonelective contributions (and Participant forfeitures) in the
same ratio that each Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year. The Employer,
operationally, may designate all or any portion of its nonelective contribution
as a qualified nonelective contribution, but only to Nonhighly Compensated
Employee Participants, in order to facilitate the correction of test failures
under Article XIV. The Employer, operationally, must elect whether to allocate
qualified nonelective contributions: (1) to eligible Participants pro rata in
relation to Compensation; (2) to eligible Participants in the same amount
without regard to Compensation (flat dollar); or (3) under the reverse
allocation or other similar method. Under the reverse allocation method, the
Employer, subject to Section 3.06, will allocate a qualified nonelective
contribution first to the Nonhighly Compensated Employee Participant with the
lowest Compensation for the Plan Year not exceeding the Maximum Permissible
Amount for each Participant, with any remaining amounts allocated to the next
highest paid Nonhighly Compensated Employee Participant(s) not exceeding his/her
Maximum Permissible Amount and continuing in this manner until the Employer has
fully allocated the qualified nonelective contribution.

     3.03 FORFEITURE ALLOCATION. The amount of a Participant's Account Balance
forfeited under the Plan is a Participant forfeiture. Subject to any restoration
allocation required under the Plan, the Plan Administrator will allocate all
Participant forfeitures in accordance with Section 3.02, as an Employer
contribution for the Plan Year in which the forfeiture occurs, as if the
Participant forfeiture were an additional Employer contribution for that Plan
Year. The Plan Administrator will continue to hold the undistributed, non-Vested
portion of a terminated Participant's Account Balance in his/her Account solely
for his/her benefit until a forfeiture occurs at the time specified in Section
5.09, or, if applicable, until the time specified in Section 9.11. Except as
provided under Section 5.04, a Participant will not share in the allocation of a
forfeiture of any portion of his/her Account Balance. In making a forfeiture
allocation under this Section 3.03, the Plan Administrator must base forfeitures
of Employer Securities upon the fair market value of the Employer Securities as
of the Accounting Date of the forfeitures. If the Plan Administrator has
allocated more

3.08

<PAGE>

than one class of Employer Securities to a Participant's Account, the Plan
Administrator must forfeit the same proportion of each such class.

     3.04 ALLOCATION CONDITIONS. The Plan Administrator will determine the
allocation conditions which apply to Employer contributions and Participant
forfeitures on the basis of the Plan Year. Except for purposes of determining
the top-heavy minimum contribution under Article XII, the Plan Administrator
will take into account only the Compensation determined for the portion of the
Plan Year in which the Employee actually is a Participant.

(A) Hours of Service Requirement. Subject to the top-heavy minimum allocation
requirement of Article XII, the Plan Administrator will not allocate any portion
of an Employer contribution for a Plan Year to any Participant's Account if the
Participant does not complete a minimum of 1,000 Hours of Service during the
Plan Year, unless the Participant incurs a Separation from Service during the
Plan Year because of death or Disability or incurs a Separation from Service
after the attainment of Normal Retirement Age in the current Plan Year or in a
prior Plan Year.

(B) Employment Requirement. A Participant who, during a particular Plan Year,
completes the Hours of Service requirement under Paragraph (A) will not share in
the allocation of Employer contributions and Participant forfeitures, if any,
for that Plan Year unless employed by the Employer on the Accounting Date of
that Plan Year. This employment requirement does not apply if the Participant
incurs a Separation from Service during the Plan Year because of death or
Disability or incurs a Separation from Service after the attainment of Normal
Retirement Age in the current Plan Year or in a prior Plan Year.

(C) Suspension of Allocation Requirements. The Plan suspends the allocation
requirements under Paragraphs (A) and (B) for any Plan Year if the Plan fails to
satisfy the Coverage Test. A Plan satisfies the Coverage Test if, on the last
day of the Plan Year, the benefiting ratio of the Nonhighly Compensated
Includible Employees is at least 70% of the benefiting ratio of the Highly
Compensated Includible Employees.

     The benefiting ratio of the Nonhighly Compensated Includible Employees is
the number of Nonhighly Compensated Includible Employees benefiting under the
Plan over the number of the Includible Employees who are Nonhighly Compensated
Employees. "Includible" Employees are all Employees other than: (1) those
Employees excluded from participating in the Plan for the entire Plan Year by
reason of the Code's collective bargaining unit exclusion or the Code's
nonresident alien exclusion or by reason of the age and service requirements of
Article II; and (2) any Employee who incurs a Separation from Service during the
Plan Year and fails to complete at least 501 Hours of Service for the Plan Year.
A "Nonhighly Compensated Employee" is an Employee who is not a Highly
Compensated Employee.

     For purposes of the Coverage Test, an Employee is benefiting under the Plan
on a particular date if, under Section 3.02 of the Plan, he/she is entitled to
an Employer contribution or a Participant forfeiture allocation for the Plan
Year.

     If this Paragraph (C) applies for a Plan Year, the Plan Administrator will
suspend the allocation conditions for the Nonhighly Compensated Includible
Employees who are Participants, beginning first with the Includible Employee(s)
employed with the Employer on the last day of the Plan Year, then the Includible
Employee(s) who have the latest Separation from Service during the Plan Year,
and continuing to suspend the allocation conditions for each Includible Employee
who incurred an earlier Separation from Service, from the latest to the earliest
Separation from Service date, until the Plan satisfies the Coverage Test for the
Plan Year. If two or more Includible Employees have a Separation from Service on
the same day, the Plan Administrator will suspend the allocation conditions for
all such Includible Employees, irrespective of whether the Plan can satisfy the
Coverage Test by accruing benefits for fewer than all such Includible Employees.
If the Plan suspends the allocation conditions for an Includible Employee, that
Employee will share in the allocation of the Employer contribution and
Participant forfeitures, if any, without regard to whether employed by the
Employer on the last day of the Plan Year.

                                                                            3.09

<PAGE>

     If the Plan includes Employer matching contributions subject to ACP
testing, this suspension of allocation conditions applies separately to the Code
(S)401(m) portion of the Plan, and the Plan Administrator will treat an Employee
as benefiting under that portion of the Plan if he/she is an Eligible Employee
for purposes of ACP testing.

Part 2. Limitations on Allocations: Sections 3.05 and 3.06

     3.05 LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS. The amount of
Annual Additions which the Plan Administrator may allocate under this Plan on a
Participant's behalf for a Limitation Year may not exceed the Maximum
Permissible Amount. If the amount the Employer otherwise would contribute to the
Participant's Account would cause the Annual Additions for the Limitation Year
to exceed the Maximum Permissible Amount, the Employer will reduce the amount of
its contribution so the Annual Additions for the Limitation Year will equal the
Maximum Permissible Amount. If an allocation of Employer contributions, pursuant
to Section 3.02, would result in an Excess Amount (other than an Excess Amount
resulting from a reasonable error in estimating a Participant's actual annual
Compensation, because of the allocation of Participant forfeitures, or because
of a reasonable error in determining a Participant's Elective Contributions) to
the Participant's Account, the Plan Administrator will reallocate the Excess
Amount to the remaining Participants who are eligible for an allocation of
Employer contributions for the Plan Year in which the Limitation Year ends. The
Plan Administrator will make this reallocation on the basis of the allocation
method under the Plan as if the Participant whose Account otherwise would
receive the Excess Amount is not eligible for an allocation of Employer
contributions.

(A) Estimation of Compensation. Prior to the determination of the Participant's
actual Compensation for a Limitation Year, the Plan Administrator may determine
the Maximum Permissible Amount on the basis of the Participant's estimated
annual Compensation for such Limitation Year. The Plan Administrator must make
this determination on a reasonable and uniform basis for all Participants
similarly situated. The Plan Administrator must reduce any Employer
contributions (including any allocation of forfeitures) based on estimated
annual Compensation by any Excess Amounts carried over from prior Limitation
Years. As soon as is administratively feasible after the end of the Limitation
Year, the Plan Administrator will determine the Maximum Permissible Amount for
the Limitation Year on the basis of the Participant's actual Compensation for
such Limitation Year.

(B) More Than One Plan. If the Plan Administrator allocated an Excess Amount to
a Participant's Account on an allocation date of this Plan which coincides with
an allocation date of another defined contribution plan maintained by the
Employer, the Excess Amount attributed to this Plan will be the product of:

    (1)The total Excess Amount allocated as of such date (including any amount
    which the Plan Administrator would have allocated but for the limitations of
    Code (S)415); times

    (2)The ratio of (i) the amount allocated to the Participant as of such date
    under this Plan divided by (ii) the total amount allocated as of such date
    under all qualified defined contribution plans (determined without regard to
    the limitations of Code (S)415).

(C) Disposition of Excess Amount. If, because of the determination of the
Participant's actual Compensation, because of the allocation of forfeitures or
because of a Participant's Elective Contributions, there is an Excess Amount
with respect to a Participant for a Limitation Year, the Plan Administrator will
dispose of such Excess Amount as follows:

3.010

<PAGE>

    (1)The Plan Administrator first will return to the Participant any
    nondeductible Employee contributions and then any Elective Contributions
    under a 401(k) arrangement to the extent the return would reduce the Excess
    Amount.

    (2)If, after the application of Paragraph (1), an Excess Amount still
    exists, and the Plan covers the Participant at the end of the Limitation
    Year, then the Plan Administrator will use the Excess Amount(s) to reduce
    future Employer contributions (including any allocation of forfeitures)
    under the Plan for the next Limitation Year and for each succeeding
    Limitation Year, as is necessary, for the Participant.

    (3)If, after the application of Paragraph (1), an Excess Amount still
    exists, and the Plan does not cover the Participant at the end of the
    Limitation Year, then the Plan Administrator will hold the Excess Amount
    unallocated in a suspense account. The Plan Administrator will apply the
    suspense account to reduce Employer Contributions (including the allocation
    of forfeitures) for all remaining Participants in the next Limitation Year,
    and in each succeeding Limitation Year if necessary. Neither the Employer
    nor any Employee may contribute to the Plan for any Limitation Year in which
    the Plan is unable to allocate fully a suspense account maintained pursuant
    to this Paragraph (3).

    (4)The Plan Administrator under Paragraphs (2) or (3) will not distribute
    any Excess Amount(s) to Participants or to former Participants.

    3.06  DEFINITIONS - ARTICLE III. For purposes of Article III, the following
    terms mean:

    (a)"Annual Addition" - The sum of the following amounts allocated on behalf
    of a Participant for a Limitation Year: (i) all Employer contributions; (ii)
    all forfeitures; and (iii) all Employee contributions. Except to the extent
    provided in Treasury regulations, Annual Additions include excess
    contributions described in Code (S)401(k), excess aggregate contributions
    described in Code (S)401(m) and excess deferrals described in Code
    (S)402(g), irrespective of whether the Plan distributes or forfeits such
    excess amounts. Annual Additions also include Excess Amounts reapplied to
    reduce Employer contributions under Section 3.05. Amounts allocated after
    March 31, 1984, to an individual medical account (as defined in Code
    (S)415(l)(2)) included as part of a defined benefit plan maintained by the
    Employer are Annual Additions. Furthermore, Annual Additions include
    contributions paid or accrued after December 31, 1985, for taxable years
    ending after December 31, 1985, attributable to post-retirement medical
    benefits allocated to the separate account of a key employee (as defined in
    Code (S)419A(d)(3)) under a welfare benefit fund (as defined in Code
    (S)419(e)) maintained by the Employer, but only for purposes of the dollar
    limitation applicable to the Maximum Permissible Amount.

    "Annual Additions" do not include any Employer contributions applied by the
    Plan Administrator (not later than the due date, including extensions, for
    filing the Employer's Federal income tax return for the Plan Year) to pay
    interest (charged to a Participant's Account) on an Exempt Loan, and any
    Leveraged Employer Securities the Plan Administrator allocates as
    forfeitures; provided however, the provisions of this sentence do not apply
    in a Limitation Year for which the Plan Administrator allocates more than
    one-third of the Employer contributions applied to pay principal and
    interest on an Exempt Loan to Highly Compensated Employee-Participants. The
    Plan Administrator must reallocate the Employer contributions in accordance
    with Section 3.02 to the Accounts of non-Highly Compensated
    Employee-Participants to the extent necessary in order to satisfy this
    special limitation.

    (b)"Compensation" - For purposes of applying the limitations of Part 2 of
    this Article III, "Compensation" means Compensation as defined in Section
    1.06, except, for Limitation Years beginning prior to January 1, 1998,
    Compensation does not include Elective Contributions.

                                                                           5.011

<PAGE>

    (c)"Employer" - The Employer that adopts this Plan and any Related
    Employer. Solely for purposes of applying the limitations of Part 2 of this
    Article III, the Plan Administrator will determine Related Employer by
    modifying Code (S)(S)414(b) and (c) in accordance with Code (S)415(h).

    (d)"Excess Amount" - The excess of the Participant's Annual Additions for
    the Limitation Year over the Maximum Permissible Amount.

    (e)"Limitation Year" - The Plan Year. All qualified plans of the Employer
    must use the same Limitation Year. If the Employer amends the Limitation
    Year to a different 12-consecutive month period, the new Limitation Year
    must begin on a date within the Limitation Year for which the Employer makes
    the amendment, creating a short Limitation Year.

    (f)"Maximum Permissible Amount" - The lesser of (i) $30,000 (or, if greater,
    the $30,000 amount as adjusted under Code (S)415(d)), or (ii) 25% of the
    Participant's Compensation for the Limitation Year. If there is a short
    Limitation Year because of a change in Limitation Year, the Plan
    Administrator will multiply the $30,000 (or adjusted) limitation by the
    following fraction:

                  Number of months in the short Limitation Year
                                       12

    (g)"Defined contribution plan" - A retirement plan which provides for an
    individual account for each participant and for benefits based solely on the
    amount contributed to the participant's account, and any income, expenses,
    gains and losses, and any forfeitures of accounts of other participants
    which the plan may allocate to such participant's account. The Plan
    Administrator must treat all defined contribution plans (whether or not
    terminated) maintained by the Employer as a single plan. Solely for purposes
    of the limitations of Part 2 of this Article III, employee contributions
    made to a defined benefit plan maintained by the Employer is a separate
    defined contribution plan. The Plan Administrator also will treat as a
    defined contribution plan an individual medical account (as defined in Code
    (S)415(l)(2)) included as part of a defined benefit plan maintained by the
    Employer and, for taxable years ending after December 31, 1985, a welfare
    benefit fund under Code (S)419(e) maintained by the Employer to the extent
    there are post-retirement medical benefits allocated to the separate account
    of a key employee (as defined in Code (S)419A(d)(3)).

    (h)"Defined benefit plan" - A retirement plan which does not provide for
    individual accounts for Employer contributions. All defined benefit plans
    (whether or not terminated) maintained by the Employer are a single plan.

                          * * * * * * * * * * * * * * *


                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

     4.01 PARTICIPANT CONTRIBUTIONS. The Plan does not permit nor require
Participant contributions.

     4.02 PARTICIPANT ROLLOVER CONTRIBUTIONS. The Employer, operationally and on
a nondiscriminatory basis, may elect to permit Participant rollover
contributions. A rollover contribution is an amount of cash or property that the
Code permits an eligible Employee or Participant to transfer directly or
indirectly to this Plan from another qualified plan. If the Employer permits
rollover contributions, any eligible Employee or Participant, with the
Employer's written consent and after filing with the Trustees the form
prescribed by the Plan Administrator, may make a rollover contribution to the
Trust. Before accepting a rollover contribution, the Trustees may require
satisfactory evidence that the proposed transfer is a rollover contribution
permitted by the Code to a qualified plan. The Trustees may decline to accept a
rollover

5.012

<PAGE>

contribution of property that could (1) generate unrelated business taxable
income; (2) create difficulty or undue expense in storage, safekeeping or
valuation; or (3) create other practical problems for the Trust. A rollover
contribution shall not be an Annual Addition under Article III.

     If an Employee makes a rollover contribution prior to entry as a
Participant in the Plan, then the Participant shall be treated as a limited
Participant as described in Revenue Ruling 96-48 or any successor ruling. A
limited Participant does not share in the Plan's allocation of any Employer
contributions nor Participant forfeitures and does not make deferral
contributions. A limited Participant who has a Separation from Service prior to
being a Participant will receive his/her rollover contributions account in the
same manner as if it were an Employer Contributions account.

     On the Employee's Normal Retirement Date, or such other date when the
Employee or his beneficiary shall be entitled to receive benefits under other
Plan provisions, then the fair market value of the rollover contributions
account shall be used to provide additional benefits in the normal form or such
optional forms permitted under the Plan.

     Rollover contributions accounts shall always be 100% vested. The Employer
may, in accordance with Section 8.06 of the Plan, permit a Participant to direct
the investment of his/her rollover contributions account, otherwise rollover
contributions accounts shall be treated as general assets of the trust and
invested accordingly.

                          * * * * * * * * * * * * * * *


                                    ARTICLE V
                  SEPARATION FROM SERVICE - PARTICIPANT VESTING

    5.01 NORMAL RETIREMENT AGE. A Participant's Normal Retirement Age is the
date on which the Participant attains 65 years of age. A Participant's Normal
Retirement Date is the first day of the Plan Year nearest the Participant's
Normal Retirement Age. A Participant's Account Balance derived from Employer
contributions is 100% Vested upon and after his/her attaining Normal Retirement
Age, if employed by the Employer on or after that date.

    5.02 PARTICIPANT DISABILITY OR DEATH. If a Participant's employment with the
Employer terminates as a result of death or Disability, the Participant's
Account Balance derived from Employer contributions is 100% Vested.

    5.03 VESTING SCHEDULE.

(A) Vesting Schedule. Except as provided in Sections 5.01 and 5.02, effective
January 1, 2002, for each Year of Service, a Participant's Vested percentage of
his/her Account Balance derived from Employer nonelective and matching
contributions equals the percentage, based on each included Year of Service,
under the following vesting schedule:

                                                          Percent of
          Years of Service                              Nonforfeitable
          With the Employer                             Account Balance
          -----------------                             ---------------

          Less than 1........................................None
              1...............................................20%
              2...............................................40%
              3...............................................60%
              4...............................................80%
              5 or more......................................100%

                                                                           5.013

<PAGE>

(B) Top Heavy Vesting Schedule. Effective January 1, 2002, for any Plan Year for
which the Plan is a top heavy Plan, a Participant's Vested percentage of his/her
Account Balance derived from Employer nonelective and matching contributions
equals the percentage, based on each included Year of Service, under the
following vesting schedule:

                                                           Percent of
          Years of Service                               Nonforfeitable
          With the Employer                             Account Balance
          -----------------                             ---------------

          Less than 1........................................None
              1...............................................20%
              2...............................................40%
              3...............................................60%
              4...............................................80%
              5 or more......................................100%

(C) Special Vesting Schedule. If the Trustee makes a distribution (other than a
cash-out distribution described in Section 5.04) to a partially-Vested
Participant, and the Participant has not incurred a Forfeiture Break in Service
at the relevant time, the Plan Administrator will establish a separate Account
for the Participant's Account Balance. At any relevant time following the
distribution, the Plan Administrator will determine the Participant's Vested
Account Balance derived from Employer contributions in accordance with the
following formula: P(AB+(RxD))-(RxD).

    To apply this formula, "P" is the Participant's current vesting percentage
at the relevant time, "AB" is the Participant's Employer-derived Account Balance
at the relevant time, "R" is the ratio of "AB" to the Participant's
Employer-derived Account Balance immediately following the earlier distribution
and "D" is the amount of the earlier distribution. If, under a restated Plan,
the Plan has made distribution to a partially-Vested Participant prior to its
restated Effective Date and is unable to apply the cash-out provisions of
Section 5.04 to that prior distribution, this special vesting formula also
applies to that Participant's remaining Account Balance.

    5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION OF
FORFEITED ACCOUNT BALANCE. If, pursuant to Article VI, a partially-Vested
Participant receives a cash-out distribution before he/she incurs a Forfeiture
Break in Service (as defined in Section 5.07), the cash-out distribution will
result in an immediate forfeiture of the non-Vested portion of the Participant's
Account Balance derived from Employer contributions. A partially-Vested
Participant is a Participant whose Vested percentage determined under Section
5.03 is less than 100%. A cash-out distribution is a distribution of the
Participant's entire Vested Account Balance upon Separation from Service.

(A) Restoration and Conditions upon Restoration. A partially-Vested Participant
re-employed by the Employer after receiving a cash-out distribution of the
Vested percentage of his/her Account Balance may repay the Trustee the entire
amount of the cash-out distribution attributable to Employer contributions,
unless the Participant no longer has a right to restoration by reason of the
conditions of this Section 5.04(A). If a partially-Vested Participant makes the
cash-out distribution repayment, the Plan Administrator, subject to the
conditions of this Section 5.04(A), must restore his/her Account Balance
attributable to Employer contributions to the same dollar amount as the dollar
amount of his/her Account Balance on the Accounting Date, or other valuation
date, immediately preceding the date of the cash-out distribution, unadjusted
for any gains or losses occurring subsequent to that Accounting Date, or other
valuation date. Restoration of the Participant's Account Balance includes
restoration of all Protected Benefits with respect to that restored Account
Balance, in accordance with applicable Treasury regulations. The Plan
Administrator will not restore a re-employed Participant's Account Balance under
this Section 5.04 if:

    (1)5 years have elapsed since the Participant's first re-employment date
    with the Employer following the cash-out distribution;

5.014

<PAGE>

    (2)The Participant is not in the Employer's Service on the date the
    Participant makes his/her request to repay his/her cash-out distribution; or

    (3)The Participant incurred a Forfeiture Break in Service. This condition
    also applies if the Participant makes repayment within the Plan Year in
    which he/she incurs the Forfeiture Break in Service and that Forfeiture
    Break in Service would result in a complete forfeiture of the amount the
    Plan Administrator otherwise would restore.

(B) Time and Method of Restoration. If none of the conditions in Section 5.04(A)
preventing restoration of the Participant's Account Balance applies, the Plan
Administrator will restore the Participant's Account Balance as of the Plan Year
Accounting Date coincident with or immediately following the repayment. To
restore the Participant's Account Balance, the Plan Administrator, to the extent
necessary, will allocate to the Participant's Account:

    (1)First, the amount, if any, of Participant forfeitures the Plan
    Administrator otherwise would allocate under Section 3.03;

    (2)Second, the amount, if any, of the Trust Fund net income or gain for the
    Plan Year; and

    (3)Third, the Employer contribution for the Plan Year to the extent made
    under a discretionary formula.

    To the extent the amounts described in clauses (1), (2) and (3) are
insufficient to enable the Plan Administrator to make the required restoration,
the Employer must contribute, without regard to any requirement or condition of
Article III, the additional amount necessary to enable the Plan Administrator to
make the required restoration. If, for a particular Plan Year, the Plan
Administrator must restore the Account Balance of more than one re-employed
Participant, then the Plan Administrator will make the restoration allocations
to each such Participant's Account in the same proportion that a Participant's
restored amount for the Plan Year bears to the restored amount for the Plan Year
of all re-employed Participants. The Plan Administrator will not take into
account any allocation under this Section 5.04 in applying the limitation on
allocations under Part 2 of Article III.

(C) 0% Vested Participant. The deemed cash-out rule of this Paragraph (C)
applies to any 0% Vested Participant. A "0% Vested Participant" is a Participant
whose Account Balance derived from Employer contributions is entirely
forfeitable at the time of his/her Separation from Service. If the Participant's
Account is not entitled to an allocation of Employer contributions for the Plan
Year in which he/she has a Separation from Service, the Plan Administrator will
apply the deemed cash-out rule as if the 0% Vested Participant received a
cash-out distribution on the date of the Participant's Separation from Service.
If the Participant's Account is entitled to an allocation of Employer
contributions or Participant forfeitures for the Plan Year in which he/she has a
Separation from Service, the Plan Administrator will apply the deemed cash-out
rule as if the 0% Vested Participant received a cash-out distribution on the
first day of the first Plan Year beginning after his/her Separation from
Service. For purposes of applying the restoration provisions of this Section
5.04, the Plan Administrator will treat the 0% Vested Participant as repaying
his/her cash-out "distribution" on the date of his/her re-employment with the
Employer. A Participant is not a 0% Vested Participant if he/she has a Deferral
Contributions Account.

    Minimum Vesting. A Participant's Nonforfeitable Account Balance will never
be less than the lesser of $25.00 or his/her entire Account Balance, even if the
application of the vesting schedule would result in a smaller Nonforfeitable
Account Balance.

    5.05 ACCOUNTING FOR REPAID AMOUNT. As soon as is administratively
practicable, the Plan Administrator will credit to the Participant's Account the
cash-out amount a Participant has repaid to the Plan. Pending the restoration of
the Participant's Account Balance, the Plan Administrator may direct the Trustee
to maintain a temporary segregated investment Account in the name of the
Participant if necessary to prevent a distortion of income, gain or loss
allocations under Section 9.08. The Plan Administrator will direct the Trustee
to repay to the Participant as soon as is administratively practicable the full
amount of the Participant's repaid

                                                                           5.015

<PAGE>

cash-out amount if the Plan Administrator determines any of the conditions of
Section 5.04(A) prevents restoration as of the applicable Accounting Date,
notwithstanding the Participant's repayment.

    5.06 YEAR OF SERVICE - VESTING. For purposes of vesting under Section 5.03,
Year of Service means any Plan Year during which an Employee completes not less
than 1,000 Hours of Service with the Employer. A Year of Service includes any
Year of Service completed prior to the Effective Date of the Plan, except as
provided in Section 5.08.

    5.07 BREAK IN SERVICE AND FORFEITURE BREAK IN SERVICE - VESTING. For
purposes of this Article V, a Participant incurs a "Break in Service" if during
any Plan Year he/she does not complete more than 500 Hours of Service with the
Employer. A Participant incurs a Forfeiture Break in Service when he/she incurs
5 consecutive Breaks in Service. The Plan does not apply the Break in Service
rule under Code (S)411(a)(6)(B). Therefore, an Employee need not complete a Year
of Service after a Break in Service before the Plan takes into account the
Employee's otherwise includible Years of Service under this Article V. This Plan
also does not apply the Parity Break in Service rule under Code (S)411(a)(6)(D).

    5.08 INCLUDED YEARS OF SERVICE - VESTING. For purposes of determining "Years
of Service" under Section 5.06, the Plan takes into account all Years of Service
an Employee completes with the Employer except any Year of Service the
Participant completes after he/she first incurs a Forfeiture Break in Service or
receives a cash-out distribution (unless the Plan Administrator restores the
Participant's Account under Section 5.04(A)). This exception applies for the
sole purpose of determining a Participant's Vested percentage of his/her Account
Balance derived from Employer contributions which accrued for his/her benefit
prior to a Forfeiture Break in Service or receipt of cash-out distribution. In
addition, Years of Service prior to January 1, 1982 during which a Participant
did not make required mandatory contributions shall not be counted for purposes
of determining a Participant's Vested percentage of his/her Account Balance
derived from Employer contributions.

    5.09 FORFEITURE OCCURS. A Participant's forfeiture, if any, of his/her
Account Balance derived from Employer contributions occurs under the Plan on the
earlier of:

    (a)The last day of the Plan Year in which the Participant first incurs a
Forfeiture Break in Service; or

    (b)The date the Participant receives a cash-out distribution.

    The Plan Administrator determines the percentage of a Participant's Account
Balance forfeiture, if any, under this Section 5.09 solely by reference to the
vesting schedule under Section 5.03. A Participant does not forfeit any portion
of his/her Account Balance for any other reason or cause except as expressly
provided by this Section 5.09 or as provided under Section 9.11. Furthermore, if
the Participant's Account is entitled to an allocation of Employer contributions
or Participant forfeitures for the Plan Year in which he/she otherwise would
incur a forfeiture under this Section 5.09 by reason of a cash-out distribution,
the Plan Administrator will apply the cash-out forfeiture rule as if the
partially-Vested Participant received a cash-out distribution on the first day
of the immediately following Plan Year.

    5.10 AMENDMENT TO VESTING SCHEDULE. Though the Employer reserves the right
to amend the vesting schedule at any time, the Plan Administrator will not apply
the amended vesting schedule to reduce the Vested percentage (determined as of
the later of the date the Employer adopts the amendment, or the date the
amendment becomes effective) of any Participant's existing and future Account
Balance derived from Employer contributions to a percentage less than the Vested
percentage computed under the Plan without regard to the amendment. An amended
vesting schedule will apply to a Participant only if the Participant receives
credit for at least one Hour of Service after the new schedule becomes
effective.

    If the Employer makes a permissible amendment to the vesting schedule, each
Participant having at least 3 Years of Service with the Employer may elect to
have the percentage of his/her Vested Account Balance computed under the Plan
without regard to the amendment. The Participant must file his/her election with
the Plan Administrator within 60 days of the latest of: (a) the Employer's
adoption of the amendment; (b) the

5.016

<PAGE>

effective date of the amendment; or (c) the Participant's receipt of a copy of
the amendment. The Plan Administrator, as soon as practicable, must forward a
true copy of any amendment to the vesting schedule to each affected Participant,
together with an explanation of the effect of the amendment, the appropriate
form upon which the Participant may make an election to remain under the vesting
schedule provided under the Plan prior to the amendment and notice of the time
within which the Participant must make an election to remain under the prior
vesting schedule. The election described in this Section 5.10 does not apply to
a Participant if the amended vesting schedule provides for vesting at least as
rapid at any time as the vesting schedule in effect prior to the amendment. For
purposes of this Section 5.10, an amendment to the vesting schedule includes any
Plan amendment which directly or indirectly affects the computation of the
Vested percentage of an Employee's rights to his/her Employer derived Account
Balance. Furthermore, the Plan Administrator must treat any shift in the vesting
schedule, due to a change in the Plan's top-heavy status, as an amendment to the
vesting schedule for purposes of this Section 5.10.


                          * * * * * * * * * * * * * * *

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENT OF BENEFITS

     6.01   PAYMENT OF ACCOUNT BALANCE. Subject to the provisons of Section
10.08 of the Plan that requires a Participant to receive the value of any
Employer Securities in cash due to restrictions in the Employer's charter or
bylaws in accordance with Code Section 409(h)(2), the Plan Administrator will
direct the Trustee to commence distribution of a Participant's Vested Account
Balance in accordance with this Section 6.01 if the Participant separates from
Service for any reason, or if the Participant exercises an in-Service withdrawal
right under the Plan. A distribution date under this Article VI is every
business day of the Plan Year, or as soon as administratively practicable
following that distribution date.

(A)  Distribution upon Separation from Service.

     (1) Participant's Vested Account Balance not exceeding $5,000. Upon the
Participant's Separation from Service for any reason other than death, the Plan
Administrator will direct the Trustee to distribute all of a Participant's
Vested Account Balances, subject to the Participant's election under Section
6.08 of the Plan, in a lump sum as soon as administratively feasible after the
Participant's Separation from Service, but in no event later than the 60th day
following the close of the Plan Year in which the Participant attains Normal
Retirement Age, or if later, no later than the 60th day following the close of
the Plan Year in which the Participant's Separation from Service occurs.

     (2) Participant's Vested Account Balance exceeds $5,000. Upon the
Participant's Separation from Service for any reason other than death or
disability, the Plan Administrator, subject to the Participant's election to
postpone distribution and the consent requirements of Section 6.01(A)(5), will
direct the Trustee to commence distribution of the Participant's Vested Account
Balances, within one hundred twenty (120) days after the close of the Plan Year
in which the Participant first incurs five consecutive Breaks in Service, unless
the Participant elects in writing to an earlier distribution, and in a form
elected by the Participant. Any election under this Section 6.01(A)(2) is
subject to the requirements of Section 6.03 and of Section 6.05. The
Participant's election under this Section 6.01(A)(2) is valid if filed with the
Plan Administrator at any time before the Trustee otherwise would commence
payment of a Participant's Account Balance in accordance with the requirements
of this Article VI.

     A Participant eligible to make an election under this Section 6.01(A)(2)
may elect distribution as of any distribution date prior to his/her Required
Beginning Date, irrespective of any other provision of this Section 6.01. In the
absence of an election by the Participant, the Plan Administrator will direct
the Trustee to distribute the Participant's Vested Account Balance in a lump sum
no later than the 60th day following the close of the Plan Year in which the
later of the following events occurs: (a) the earlier of the date the
Participant attains Normal Retirement Age; or (b) the Participant's Separation
from Service.

6.017

<PAGE>

     (3) Disability. If the Participant's Separation from Service is because of
his/her Disability, the Plan Administrator will direct the Trustee to pay the
Participant's Vested Account Balance not later than one hundred twenty (120)
days after the close of the Plan Year in which the Participant incurred a
Separation from Service for Disability.

     (4) Benefit notice/Annuity starting date. Not earlier than 90 days, but not
later than 30 days, before the Participant's annuity starting date, the Plan
Administrator must provide a benefit notice to a Participant who is eligible to
make an election under Section 6.01(A)(2). The benefit notice must explain the
optional forms of benefit in the Plan, including the material features and
relative values of those options, and the Participant's right to postpone
distribution until the applicable date described in Section 6.01(A)(2). For all
purposes of this Article VI, the term "annuity starting date" means the first
day of the first period for which the Plan pays an amount as an annuity or in
any other form but in no event is the "annuity starting date" earlier than a
Participant's Separation from Service.

     (5) Consent requirement. A Participant must consent, in writing, to any
distribution required under this Section 6.01 or under Section 6.05 if the
Participant's Vested Account Balance, at the time of the distribution to the
Participant, exceeds $5,000 and the Participant has not attained the later of
Normal Retirement Age or age 62. The Participant may reconsider an election at
any time prior to the annuity starting date and elect to commence distribution
as of any other distribution date permitted under the Plan. A Participant may
elect to receive distribution at any administratively practicable time which is
earlier than 30 days following the Participant's receipt of the benefit notice,
by waiving in writing the balance of the 30 days.

     (6) Determination of Vested Account Balance. For purposes of the consent
requirements under this Article VI, the Plan Administrator determines a
Participant's Vested Account Balance as of the most recent valuation date
immediately prior to the distribution date, including Deferral Contributions.
The Plan Administrator in determining the Participant's Vested Account Balance
at the relevant time, will disregard a Participant's Vested Account Balance
existing on any prior date, except as the Code otherwise may require.

     (7) Consent to cash-out/forfeiture. If the Participant is partially-Vested
in his/her Account Balance, an election under Section 6.01(A)(2) to distribute
prior to the Participant's incurring a Forfeiture Break in Service must be in
the form of a cash-out distribution (as defined in Article V).

     (8) Return to employment. A Participant may not receive a distribution by
reason of Separation from Service if, prior to the time the Trustee actually
makes the distribution, the Participant returns to employment with the Employer.

(B)  Death of the Participant. The Plan Administrator will direct the Trustee,
in accordance with this Section 6.01(B), to distribute to the Participant's
Beneficiary the Participant's Vested Account Balance remaining in the Trust at
the time of the Participant's death. Subject to the requirements of Section
6.01, the Plan Administrator will determine the death benefit by reducing the
Participant's Vested Account Balance by any security interest the Plan has
against that Vested Account Balance by reason of an outstanding Participant
loan.

     The Plan Administrator, subject to a Beneficiary's written election (if
authorized by the next paragraph of this Section 6.01(B)), must direct the
Trustee to distribute the deceased Participant's Vested Account Balance in a
single sum, as soon as administratively practicable following the Participant's
death or, if later, the date on which the Plan Administrator receives
notification of or otherwise confirms the Participant's death.

     If the death benefit is payable in full to the Participant's surviving
spouse, the surviving spouse may elect distribution at any time or in any form
this Article VI would permit for a Participant upon Separation from Service. The
Participant, on a form prescribed by the Plan Administrator, may elect the
method or the payment term or both, which will apply to any Beneficiary,
including his/her surviving spouse. The Participant's election may limit any
Beneficiary's right to increase the frequency or the amount of any payments. Any
payment term selected by the Participant must not exceed the payment term the
Code otherwise would permit the Beneficiary to elect upon the Participant's
death.

6.018

<PAGE>

(C)  Participant elections prior to Separation from Service. After a Participant
attains Normal Retirement Age or has made Salary Deferral Contributions to the
Plan for at least five (5) years, the Participant, until he/she retires, has a
continuing election to receive all or any portion of his/her Vested Account
Balance, but excluding all Salary Deferral Contributions. A Participant who has
made Salary Deferral Contributions to the Plan for less than five (5) years,
until he/she retires, has a continuing election to receive all or any portion of
his/her Vested Account Balance that has been contributed to the Plan more than
two (2) Plan Years prior to the withdrawal, but excluding all Salary Deferral
Contributions. A Participant only may make one in-Service withdrawal per Plan
Year under this Section 6.01(C) unless the election form prescribed by the Plan
Administrator provides for more frequent withdrawals. The Trustee, as directed
by the Plan Administrator, will distribute the amount(s) withdrawn by a
Participant in single sum.

     A Participant must make an election under this Section 6.01(C) on a form
prescribed by the Plan Administrator at any time during the Plan Year for which
his/her election is to be effective. In his/her written election, the
Participant must specify the percentage or dollar amount he/she wishes the
Trustee to distribute to him/her. The Participant's election relates solely to
the percentage or dollar amount specified in his/her election form and his/her
right to elect to receive an amount, if any, for a particular Plan Year greater
than the dollar amount or percentage specified in his/her election form
terminates on the Accounting Date. The Trustee must make a distribution to a
Participant in accordance with his/her election under this Section 6.01(C)
within the 90 day period (or as soon as administratively practicable) after the
Participant files his/her written election with the Trustee. The Trustee will
distribute the balance of the Participant's Account Balance not distributed
pursuant to his/her election(s) in accordance with the other distribution
provisions of the Plan.

     6.02    REQUIRED BEGINNING DATE.

(A)  Timing of Required Distribution. If any distribution commencement date
described under Section 6.01, either by Plan provision or by Participant
election (or nonelection), is later than the Participant's Required Beginning
Date, the Plan Administrator instead must direct the Trustee to make
distribution on the Participant's Required Beginning Date, subject to the TEFRA
election, if applicable, under Section 6.09.

     A Participant's Required Beginning Date is the April 1 following the close
of the calendar year in which the Participant attains age 70 1/2 if the
Participant is a more than 5% owner with respect to the Plan Year ending in that
calendar year. For any other Participant, his/her Required Beginning Date is the
April 1 following the close of the calendar year in which the Participant incurs
a Separation from Service or, if later, the April 1 following the close of the
calendar year in which the Participant attains age 70 1/2. A mandatory
distribution at the Participant's Required Beginning Date will be in lump sum
unless the Participant, pursuant to the provisions of this Article VI, makes a
valid election to receive an alternative form of payment.

(B)  Election to Discontinue Distributions. Subject to the timing of required
distribution under Section 6.02(A), a Participant who had attained age 70 1/2
prior to 1997, but who has not incurred a Separation from Service, has a
continuing election to discontinue receiving minimum distribution payments from
the Plan which commenced prior to 1997, if the Participant is not a more than 5%
owner. A Participant who makes an election under this Section 6.02(B) must
establish a new annuity starting date when he/she recommences payment of his/her
Account Balance under the Plan. A Participant makes the election under this
Section 6.02(B) on a form prescribed by the Plan Administrator.

     6.03    METHOD OF PAYMENT OF ACCOUNT BALANCE. Subject to the restrictions
prescribed by Section 6.01, a Participant or a Beneficiary may elect
distribution under one, or any combination, of the following methods: (a) by
payment in a lump sum; or (b) by payment in annual installments over a fixed
reasonable period of time, not exceeding the life expectancy of the Participant,
or the joint life and last survivor expectancy of the Participant and his/her
Beneficiary. Pending final accounting for a valuation date, the Plan
Administrator may make a partial distribution to a Participant who has incurred
a Separation from Service or to a Beneficiary. No form of payment option will
provide for payments over a period extending beyond the life expectancy of the
Participant and/or his/her designated Beneficiary.

                                                                           6.019

<PAGE>

     The distribution options permitted under this Section 6.03 are available
only if the present value of the Participant Vested Account Balance, at the time
of the distribution to the Participant, exceeds $5,000 and the distribution
options are subject to the provisons of Section 10.08 of the Plan that requires
a Participant to receive the value of any Employer Securities in cash due to
restrictions in the Employer's charter or bylaws in accordance with Code Section
409(h)(2). To facilitate installment payments under this Article VI, the Plan
Administrator may direct the Trustee to segregate all or any part of the
Participant's Account Balance in a segregated Account. The Trustee may invest
the Participant's segregated Account in Federally insured interest bearing
savings account(s) or time deposit(s) (or a combination of both), or in other
fixed income investments. A segregated Account remains a part of the Trust, but
it alone shares in any income it earns, and it alone bears any expense or loss
it incurs. Under an installment distribution, the Participant or the
Beneficiary, at any time, may elect to accelerate the payment of all, or any
portion, of the Participant's unpaid Vested Account Balance.

(A)  Minimum Distribution Requirements for Participants. The Plan Administrator
may not direct the Trustee to distribute the Participant's Vested Account
Balance, nor may the Participant elect to have the Trustee distribute his/her
Vested Account Balance, under a method of payment which, as of the Required
Beginning Date, does not satisfy the minimum distribution requirements under
Code (s)401(a)(9) and the applicable Treasury regulations. The minimum
distribution for a calendar year equals the Participant's Vested Account Balance
as of the latest valuation date preceding the beginning of the calendar year
divided by the Participant's life expectancy or, if applicable, the joint and
last survivor expectancy of the Participant and his/her designated Beneficiary
(as determined under Article VIII, subject to the requirements of the Code
(s)401(a)(9) regulations). The Plan Administrator will increase the
Participant's Vested Account Balance, as determined on the relevant valuation
date, for contributions or forfeitures allocated after the valuation date and by
December 31 of the valuation calendar year, and will decrease the valuation by
distributions made after the valuation date and by December 31 of the valuation
calendar year. For purposes of this valuation, any portion of the minimum
distribution for the first distribution calendar year made after the close of
that year is a distribution occurring in that first distribution calendar year.

     In computing a minimum distribution, the Plan Administrator must use the
unisex life expectancy multiples under Treas. Reg. (s)1.72-9. The Plan
Administrator, only upon the Participant's written request, will compute the
minimum distribution for a calendar year subsequent to the first calendar year
for which the Plan requires a minimum distribution by redetermining the
applicable life expectancy. However, the Plan Administrator may not redetermine
the joint life and last survivor expectancy of the Participant and a nonspouse
designated Beneficiary in a manner which takes into account any adjustment to a
life expectancy other than the Participant's life expectancy.

     If the Participant's spouse is not his/her designated Beneficiary, a method
of payment to the Participant (whether by Participant election or by Plan
Administrator direction) must satisfy the minimum distribution incidental
benefit ("MDIB") requirement in the Treasury regulations issued under Code
(s)401(a)(9) for distributions made on or after the Participant's Required
Beginning Date and before the Participant's death. To satisfy the MDIB
requirement, the Plan Administrator will compute the minimum distribution
required by this Section 6.03(A) by substituting the applicable MDIB divisor for
the applicable life expectancy factor, if the MDIB divisor is a lesser number.
Following the Participant's death, the Plan Administrator will compute the
minimum distribution required by this Section 6.03(A) solely on the basis of the
applicable life expectancy factor and will disregard the MDIB factor.

     The minimum distribution for the first distribution calendar year is due by
the Participant's Required Beginning Date. The minimum distribution for each
subsequent distribution calendar year, including the calendar year in which the
Participant's Required Beginning Date occurs, is due by December 31 of that
year. If the Participant receives distribution in the form of a Nontransferable
Annuity Contract, the distribution satisfies this Section 6.03(A) if the
contract complies with the requirements of Code (s)401(a)(9) and the applicable
Treasury regulations.

(B)  Minimum Distribution Requirements for Beneficiaries. The method of
distribution to the Participant's Beneficiary must satisfy Code (s)401(a)(9) and
the applicable Treasury regulations. If the Participant's death occurs after
his/her Required Beginning Date, the method of payment to the Beneficiary must
provide for

6.020

<PAGE>

completion of payment over a period which does not exceed the payment period
which had commenced for the Participant. If the Participant's death occurs prior
to his/her Required Beginning Date, and the Participant had not commenced an
irrevocable annuity pursuant to Section 6.04, the method of payment to the
Beneficiary must provide for completion of payment to the Beneficiary over a
period not exceeding: (1) 5 years after the date of the Participant's death; or
(2) if the Beneficiary is a designated Beneficiary, the designated Beneficiary's
life expectancy. The Plan Administrator may not direct payment of the
Participant's Vested Account Balance over a period described in clause (2)
unless the Trustee will commence payment to the designated Beneficiary no later
than the December 31 following the close of the calendar year in which the
Participant's death occurred or, if later, and the designated Beneficiary is the
Participant's surviving spouse, December 31 of the calendar year in which the
Participant would have attained age 70 1/2.

     If the Trustee will make distribution in accordance with clause (2), the
minimum distribution for a calendar year equals the Participant's Vested Account
Balance as of the latest valuation date preceding the beginning of the calendar
year divided by the designated Beneficiary's life expectancy. The Plan
Administrator must use the unisex life expectancy multiples under Treas. Reg.
(S)1.72-9 for purposes of applying this Section 6.03(b). The Plan Administrator,
only upon the written request of the Participant or of the Participant's
surviving spouse, will recalculate the life expectancy of the Participant's
surviving spouse not more frequently than annually, but may not recalculate the
life expectancy of a nonspouse designated Beneficiary after the Trustee
commences payment to the designated Beneficiary. The Plan Administrator will
apply this Section 6.03(B) by treating any amount paid to the Participant's
child, which becomes payable to the Participant's surviving spouse upon the
child's attaining the age of majority, as paid to the Participant's surviving
spouse.

(C) Model Amendment. The Employer elects to apply the following IRS Model
Amendment for 2001 and later calendar years:

     With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of section 401(a)(9) of the Internal Revenue Code in
accordance with the regulations under section 401(a)(9) that were proposed on
January 17, 2001, notwithstanding any provision of the Plan to the contrary.
This amendment shall continue in effect until the end of the last calendar year
beginning before the effective date of final regulations under section 401(a)(9)
or such other date as may be specified in guidance published by the Internal
Revenue Service.

     6.04  ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
joint and survivor annuity requirements of the Code apply to this Plan.

     6.05  SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. Unless the Participant
elects in writing to have the Trustee apply other distribution provisions of the
Plan, or unless other distribution provisions of the Plan require earlier
distribution of the Participant's Account Balance, the Trustee must distribute
the portion of the Participant's Account Balance attributable to Employer
Securities (the "Eligible Portion") no later than the time prescribed by this
Section 6.05, irrespective of any other provision of the Plan. The distribution
provisions of this Section 6.05 are subject to the consent and form of
distribution requirements of this Article VI. Notwithstanding anything to the
contrary in the Plan, the provisions of this Section 6.05 are subject to the
provisons of Section 10.08 of the Plan that requires a Participant to receive
the value of any Employer Securities in cash due to restrictions in the
Employer's charter or bylaws in accordance with Code Section 409(h)(2).

     (a)If the Participant separates from Service by reason of the attainment of
     Normal Retirement Age, death, or Disability, the Plan Administrator will
     direct the Trustee to commence distribution of the Eligible Portion not
     later than one year after the close of the Plan Year in which the
     applicable event occurs.

     (b)If the Participant separates from Service for any reason other than by
     reason of the attainment of Normal Retirement Age, death or Disability, the
     Plan Administrator will direct the Trustee to commence distribution of the
     Eligible Portion not later than one year after the close of the fifth Plan
     Year following the Plan Year in which the Participant incurs a Separation
     from Service. If the Participant resumes

                                                                           6.021

<PAGE>

     employment with the Employer on or before the last day of the fifth Plan
     Year following the Plan Year of his/her Separation from Service, the
     mandatory distribution provisions of this Paragraph (b) do not apply.

     For purposes of this Section 6.05, Employer Securities do not include any
Employer Securities acquired with the proceeds of an Exempt Loan until the close
of the Plan Year in which the borrower repays the Exempt Loan in full.

     Period of Payment. The Plan Administrator will direct the Trustee to make
distributions required under this Section 6.05 over a period not exceeding five
years unless the Participant elects otherwise under the other distributions
provisions of the Plan. If a Participant's Eligible Portion exceeds $500,000,
the maximum payment period, subject to a contrary election by the Participant,
is five years plus one additional year (but no more than five additional years)
for each $100,000 (or fraction of $100,000) by which the Eligible Portion
exceeds $500,000. The Plan Administrator will apply this Section 6.05 by
adjusting the $500,000 and $100,000 limitations by the adjustment factor
prescribed by the Secretary of the Treasury under Code (S)415(d). In no event
will the distribution period exceed the period permitted under Section 6.03 of
the Plan.

     6.06  DEFAULT ON A LOAN. If a Participant or a Beneficiary defaults on a
loan made pursuant to a loan policy adopted by the Plan Administrator pursuant
to Section 9.04[A], the loan default is a distributable event under the Plan.
The Trustee, at the time of the loan default, will reduce the Participant's
Vested Account Balance by the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that Vested Account Balance.

     6.07  DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS (QDRO).
Nothing contained in this Plan prevents the Trustee, in accordance with the
direction of the Plan Administrator, from complying with the provisions of a
QDRO (as defined in Code (S)414(p)). This Plan specifically permits distribution
to an alternate payee under a QDRO at any time, irrespective of whether the
Participant has attained his/her earliest retirement age (as defined under Code
(S)414(p)) under the Plan. A distribution to an alternate payee prior to the
Participant's attainment of earliest retirement age is available only if: (1)
the QDRO specifies distribution at that time or permits an agreement between the
Plan and the alternate payee to authorize an earlier distribution; and (2) if
the present value of the alternate payee's benefits under the Plan exceeds
$5,000, and the QDRO requires, the alternate payee consents to any distribution
occurring prior to the Participant's attainment of earliest retirement age.
Nothing in this Section 6.07 gives a Participant a right to receive distribution
at a time otherwise not permitted under the Plan nor does it permit the
alternate payee to receive a form of payment not otherwise permitted under the
Plan.

     The Plan Administrator must establish reasonable procedures to determine
the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator promptly will notify the Participant and
any alternate payee named in the order, in writing, of the receipt of the order
and the Plan's procedures for determining the qualified status of the order.
Within a reasonable period of time after receiving the domestic relations order,
the Plan Administrator must determine the qualified status of the order and must
notify the Participant and each alternate payee, in writing, of its
determination. The Plan Administrator must provide notice under this paragraph
by mailing to the individual's address specified in the domestic relations
order, or in a manner consistent with Department of Labor regulations.

     If any portion of the Participant's Vested Account Balance is payable
during the period the Plan Administrator is making its determination of the
qualified status of the domestic relations order, the Plan Administrator must
make a separate accounting of the amounts payable. If the Plan Administrator
determines the order is a QDRO within 18 months of the date amounts first are
payable following receipt of the domestic relations order, the Plan
Administrator will direct the Trustee to distribute the payable amounts in
accordance with the QDRO. If the Plan Administrator does not make its
determination of the qualified status of the order within the 18-month
determination period, the Plan Administrator will direct the Trustee to
distribute the payable amounts in the manner the Plan would distribute if the
order did not exist and will apply the order prospectively if the Plan
Administrator later determines the order is a QDRO.

6.022

<PAGE>

     To the extent it is not inconsistent with the provisions of the QDRO, the
Plan Administrator may direct the Trustee to invest any partitioned amount in a
segregated subaccount or separate account and to invest the account in Federally
insured, interest-bearing savings account(s) or time deposit(s) (or a
combination of both), or in other fixed income investments. A segregated
subaccount remains a part of the Trust Fund, but it alone shares in any income
it earns, and it alone bears any expense or loss it incurs. The Trustee will
make any payments or distributions required under this Section 6.07 by separate
benefit checks or other separate distribution to the alternate payee(s).

     6.08  DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS.

(A) Participant Election. A Participant may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of his/her eligible
rollover distribution paid directly to an eligible retirement plan specified by
the Participant in a direct rollover designation. For purposes of this Section
6.08, a Participant includes a Participant's surviving spouse and the
Participant's spouse or former spouse who is an alternate payee under a QDRO.

(B) Rollover and Withholding Notice. At least 30 days and not more than 90 days
prior to the Trustee's distribution of an eligible rollover distribution, the
Plan Administrator must provide a written notice (including a summary notice as
permitted under applicable Treasury regulations) explaining to the distributee
the rollover option, the applicability of mandatory 20% federal withholding to
any amount not directly rolled over, and the recipient's right to roll over
within 60 days after the date of receipt of the distribution ("rollover
notice"). If applicable, the rollover notice also must explain the availability
of income averaging and the exclusion of net unrealized appreciation. A
recipient of an eligible rollover distribution (whether he/she elects a direct
rollover or elects to receive the distribution), also may elect to receive
distribution at any administratively practicable time which is earlier than 30
days following receipt of the rollover notice.

(C) Default Rollover. The Plan Administrator, in the case of a Participant who
does not respond timely to the notice described in Section 6.08(B), may make a
direct rollover of the Participant's Account (as described in Revenue Ruling
2000-36 or in any successor guidance) in lieu of distributing the Participant's
Account.

(D) Definitions. The following definitions apply to this Section 6.10:

     (1) Eligible rollover distribution. An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
Participant, except an eligible rollover distribution does not include: (a) any
distribution which is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the Participant or the joint lives (or joint life expectancies) of the
Participant and the Participant's designated beneficiary, or for a specified
period of ten years or more; (b) any Code (S)401(a)(9) required minimum
distribution; (c) the portion of any distribution which is not includible in
gross income (determined without regard to the exclusion of net unrealized
appreciation with respect to employer securities); (d) any distribution which
otherwise would be an eligible rollover distribution, but where the total
distributions to the Participant during that calendar year are reasonably
expected to be less than $200; and (e) any hardship distribution made after
December 31, 1998 , from a Participant's Deferral Contributions Account.

     (2) Eligible retirement plan. An eligible retirement plan is an individual
retirement account described in Code (S)408(a), an individual retirement annuity
described in Code (S)408(b), an annuity plan described in Code (S)403(a), or a
qualified trust described in Code (S)401(a), which accepts the Participant's or
alternate payee's eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an eligible retirement
plan is either an individual retirement account or individual retirement
annuity.

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

                                                                           7.023

<PAGE>

Interim ESOP Document - Plan

     6.09  TEFRA ELECTIONS. Notwithstanding the provisions of Sections 6.01,
6.02 and 6.03, if the Participant (or Beneficiary) signed a written distribution
designation prior to January 1, 1984, the Plan Administrator must distribute the
Participant's Vested Account Balance in accordance with that designation. This
Section 6.09 does not apply to a pre-1984 distribution designation, and the Plan
Administrator will not comply with that designation, if any of the following
applies: (1) the method of distribution would have disqualified the Plan under
Code (S)401(a)(9) as in effect on December 31, 1983; (2) the Participant did not
have an Account Balance as of December 31, 1983; (3) the distribution
designation does not specify the timing and form of the distribution and the
death Beneficiaries (in order of priority); (4) the substitution of a
Beneficiary modifies the payment period of the distribution; or, (5) the
Participant (or Beneficiary) modifies or revokes the distribution designation.
In the event of a revocation, the Plan must distribute, no later than December
31 of the calendar year following the year of revocation, the amount which the
Participant would have received under Section 6.02 if the distribution
designation had not been in effect or, if the Beneficiary revokes the
distribution designation, the amount which the Beneficiary would have received
under Section 6.02 if the distribution designation had not been in effect. The
Plan Administrator will apply this Section 6.09 to rollovers and transfers in
accordance with Part J of the Code (S)401(a)(9) Treasury regulations.

                          * * * * * * * * * * * * * * *

                                   ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS

     7.01  INFORMATION TO PLAN ADMINISTRATOR. The Employer must supply current
information to the Plan Administrator as to the name, date of birth, date of
employment, annual compensation, leaves of absence, Years of Service and date of
Separation from Service of each Employee who is, or who will be eligible to
become, a Participant under the Plan, together with any other information which
the Plan Administrator considers necessary to fulfill its duties under the Plan.
The Employer's records as to the current information the Employer furnishes to
the Plan Administrator are conclusive as to all persons.

     7.02  NO LIABILITY. The Employer does not assume any obligation or any
responsibility to any of its Employees, Participants or Beneficiaries for any
act, or failure to act, on the part of the Plan Administrator (unless the
Employer is the Plan Administrator), the Trustee, or the Custodian, if any.

     7.03  INDEMNITY OF CERTAIN FIDUCIARIES. The Employer indemnifies and saves
harmless the Plan Administrator from and against any and all loss resulting from
liability to which the Plan Administrator may be subjected by reason of any act
or conduct (except willful misconduct or gross negligence) in its official
capacities in the administration of this Trust or Plan or both, including all
expenses reasonably incurred in its defense, in case the Employer fails to
provide such defense. The indemnification provisions of this Section 7.03 do not
relieve the Plan Administrator from any liability the Plan Administrator may
have under ERISA for breach of a fiduciary duty. Furthermore, the Plan
Administrator and the Employer may execute a written agreement further
delineating the indemnification agreement of this Section 7.03, provided the
written agreement is consistent with and does not violate ERISA. The
indemnification provisions of this Section 7.03 extend to the Trustee (or to a
Custodian, if any) solely to the extent provided by a written agreement executed
by the Trustee (or Custodian) and the Employer.

     7.04  EMPLOYER DIRECTION OF INVESTMENT. The Employer directs the Trustee to
accept written direction of investment with respect to the investment and
re-investment of account balances attributable to salary deferral contributions
and matching contribution and to the extent Section 8.06 is applicable, with
respect to Employer Securities. The Trustee and the Employer may execute a
letter agreement as a part of this Plan containing such conditions, limitations
and other provisions they deem appropriate for the nondiscriminatory application
of this Section 7.04 and Sections 8.06, 9.08 and 14.12.

     7.05  EVIDENCE. Anyone required to give evidence under the terms of the
Plan may do so by certificate, affidavit, document or other information which
the person to act in reliance may consider pertinent, reliable and genuine, and
to have been signed, made or presented by the proper party or parties. The Plan

7.024

<PAGE>

Administrator and the Trustee are protected fully in acting and relying upon any
evidence described under the immediately preceding sentence.

     7.06  NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor the
Plan Administrator has any obligation or responsibility with respect to any
action required by the Plan to be taken by the Employer, any Participant or
eligible Employee, or for the failure of any of the above persons to act or make
any payment or contribution, or to otherwise provide any benefit contemplated
under this Plan. Furthermore, the Plan does not require the Trustee or the Plan
Administrator to collect any contribution required under the Plan, or to
determine the correctness of the amount of any Employer contribution. Neither
the Trustee nor the Plan Administrator need inquire into or be responsible for
any action or failure to act on the part of the other, or on the part of any
other person who has any responsibility regarding the management, administration
or operation of the Plan, whether by the express terms of the Plan or by a
separate agreement authorized by the Plan or by the applicable provisions of
ERISA. Any action required of a corporate Employer must be by its Board of
Directors or its designate.

     7.07  FIDUCIARIES NOT INSURERS. The Trustee, the Plan Administrator and the
Employer in no way guarantee the Trust Fund from loss or depreciation. The
Employer does not guarantee the payment of any money which may be or becomes due
to any person from the Trust Fund. The liability of the Plan Administrator and
the Trustee to make any payment from the Trust Fund at any time and all times is
limited to the then available assets of the Trust.

                                                                           7.025

<PAGE>

     7.08  NOTICE/ WAIVER/ELECTRONIC CONSENT. All notices under the Plan and all
Participant or Beneficiary designations, elections, consents or waivers must be
in writing and made in a form the Plan Administrator specifies or otherwise
approves. Any person entitled to notice under the Plan may waive the notice,
unless the Code or Treasury regulations prescribe the notice or ERISA
specifically or impliedly prohibits such a waiver. To the extent permitted by
Treasury regulation, any person entitled to waive a notice under the Plan, to
execute any document or to consent to the Trustee's making a distribution may
electronically make the appropriate waiver, consent or other action.

     7.09  SUCCESSORS. The Plan is binding upon all persons entitled to benefits
under the Plan, their respective heirs and legal representatives, upon the
Employer, its successors and assigns, and upon the Trustee, the Plan
Administrator and their successors.

     7.10  WORD USAGE. Words used in the masculine also apply to the feminine
where applicable, and wherever the context of the Plan dictates, the plural
includes the singular and the singular includes the plural. Titles of Plan
sections are for reference only.

     7.11  STATE LAW. Florida law determines all questions arising with respect
to the provisions of the Plan, except to the extent superseded by Federal law.

     7.12  EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or with
respect to the establishment of the Trust, or any modification or any amendment
to the Plan or Trust, or in the creation of any Account, or with respect to the
payment of any benefit, gives any Employee, Employee-Participant or any
Beneficiary any right to continue employment, any legal or equitable right
against the Employer, or any Employee of the Employer, or against the Trustee or
its agents or employees, or against the Plan Administrator, except as expressly
provided by the Plan, the Trust, ERISA or by a separate agreement.

     7.13  DOLLAR AMOUNT. For Plan Years beginning before August 6, 1997, the
$5,000 dollar amount will read $3,500 wherever the $5,000 dollar amount appears
in Article VI and in Article XIII.

                          * * * * * * * * * * * * * * *

                                  ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS

     8.01  BENEFICIARY DESIGNATION. A Participant from time to time may
designate, in writing, any person or persons, contingently or successively, to
whom the Trustee will pay his/her Vested Account Balance (including any life
insurance proceeds payable to the Participant's Account) in the event of his/her
death and the Participant may designate the form and method of payment. The Plan
Administrator will prescribe the form for the written designation of Beneficiary
and, upon the Participant's filing the form with the Plan Administrator, the
form effectively revokes all designations filed prior to that date by the same
Participant. A divorce decree, or a decree of legal separation, revokes the
Participant's designation, if any, of his/her spouse as his/her Beneficiary
under the Plan unless the decree or a QDRO provides otherwise.

     A married Participant's Beneficiary designation is not valid unless the
Participant's spouse consents, in writing, to the Beneficiary designation. The
spouse's consent must acknowledge the effect of that consent. The spousal
consent requirements of this paragraph do not apply if: (1) the Participant and
his/her spouse are not married throughout the one year period ending on the date
of the Participant's death; (2) the Participant's spouse is the Participant's
sole primary beneficiary; (3) the Plan Administrator is not able to locate the
Participant's spouse; (4) the Participant is legally separated or has been
abandoned (within the meaning of State law) and the Participant has a court
order to that effect; or (5) other circumstances exist under which the Secretary
of the Treasury waives the consent requirement. If the Participant's spouse is
legally incompetent to give consent, the spouse's legal guardian (even if the
guardian is the Participant) may give consent required under this Section 8.01.

<PAGE>

     8.02  NO BENEFICIARY DESIGNATION/ DEATH OF BENEFICIARY. If a Participant
fails to name a Beneficiary in accordance with Section 8.01, or if the
Beneficiary named by a Participant predeceases him/her, then the Trustee will
pay the Participant's Vested Account Balance in accordance with Section 6.03 in
the following order of priority to:

     (a) The Participant's surviving spouse;

     (b) The Participant's children, including adopted children, per stripes;

     (c) The Participant's surviving parents, in equal shares; and if none to

     (d) The Participant's estate.

     If the Beneficiary survives the Participant, but dies prior to distribution
of the Participant's entire Vested Account Balance, the Trustee will pay the
remaining Vested Account Balance to the Beneficiary's estate unless the
Participant's Beneficiary designation provides otherwise. The Plan Administrator
will direct the Trustee as to the method and to whom the Trustee will make
payment under this Section 8.02.

     8.03  ASSIGNMENT OR ALIENATION. Subject to Code (S)414(p) to relating QDROs
and to Code (S)401(a)(13) relating to certain judgments and settlements, neither
a Participant nor a Beneficiary may anticipate, assign or alienate (either at
law or in equity) any benefit provided under the Plan, and the Trustee will not
recognize any such anticipation, assignment or alienation. Furthermore, except
as provided by Code (S)401(a)(13), a benefit under the Plan is not subject to
attachment, garnishment, levy, execution or other legal or equitable process.

     8.04  INFORMATION AVAILABLE. Any Participant or any Beneficiary may examine
copies of the Plan description, latest annual report, any bargaining agreement,
this Plan and Trust, contract or any other instrument under which the Employer
established the Plan or under which the Plan operates. The Plan Administrator
will maintain all of the items listed in this Section 8.04 in its office, or in
such other place or places as it may designate from time to time in order to
comply with the regulations issued under ERISA, for examination during
reasonable business hours. Upon the written request of a Participant or of a
Beneficiary the Plan Administrator will furnish him/her with a copy of any item
listed in this Section 8.04. The Plan Administrator may make a reasonable charge
to the requesting person for the copy so furnished.

                                                                           8.027

<PAGE>

Interim ESOP Document - Plan

     8.05  CLAIMS PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a
Beneficiary ("Claimant") may file with the Plan Administrator a written claim
for benefits, if the Participant or the Beneficiary disputes the Plan
Administrator's determination regarding the Participant's or Beneficiary's Plan
benefit. However, the Plan will distribute only such Plan benefits to
Participants or Beneficiaries as the Plan Administrator in its discretion
determines a Participant or Beneficiary is entitled to. The Plan Administrator
will maintain a separate written document as part of (or which accompanies) the
Plan's summary plan description explaining the Plan's claims procedure. This
Section 8.05 specifically incorporates the written claims procedure as from time
to time published by the Plan Administrator as a part of the Plan. If the Plan
Administrator pursuant to the Plan's written claims procedure makes a final
written determination denying a Participant's or Beneficiary's benefit claim,
the Participant or Beneficiary to preserve the claim must file an action with
respect to the denied claim not later than 180 days following the date of the
Plan Administrator's final determination.

     8.06  PARTICIPANT DIRECTION OF INVESTMENT. A Participant has the right to
direct the Trustee with respect to the investment or re-investment of the assets
comprising the Participant's individual Account, except with respect to Employer
Securities other than Employer Securities subject to the Qualified Participants
rules noted below. Each Qualified Participant may direct the Trustee as to the
investment of 25% of the value of the Participant's Account Balance attributable
to Employer Securities (the "Eligible Account Balance") within 90 days after the
Accounting Date of each Plan Year (to the extent a direction amount exceeds the
amount to which a prior direction under this Section 8.06 applies) during the
Participant's Qualified Election Period. For the last Plan Year in the
Participant's Qualified Election Period, the Trustee will substitute "50%" for
"25%" in the immediately preceding sentence. The Qualified Participant must make
his/her direction to the Trustee in writing. The Trustee must implement the
direction no later than 180 days after the close of the Plan Year to which the
direction applies, and the direction must specify which, if any, of the
investment options the Participant selects.

     A Qualified Participant may choose one of the following investment options:

     (a) The distribution of the portion of his/her Eligible Account Balance
     covered by the election. The Trustee will make the distribution within 90
     days after the last day of the period during which the Qualified
     Participant may make the election. The provisions of this Plan applicable
     to a distribution of Employer Securities, including the put option
     requirements of Article XI, apply to this investment option.

     (b) The direct transfer of the portion of his/her Eligible Account Balance
     covered by the election to another qualified plan of the Employer which
     accepts such transfers, but only if the transferee plan permits
     employee-directed investment and does not invest in Employer Securities to
     a substantial degree. The Trustee will make the direct transfer no later
     than 90 days after the last day of the period during which the Qualified
     Participant may make the election.

     For purposes of this Section 8.06, the following definitions apply:

         (i) "Qualified Participant" means a Participant who has attained age 55
         and who has completed at least 10 years of participation in the Plan. A
         "year of participation" means a Plan Year in which the Participant was
         eligible for an allocation of Employer contributions, irrespective of
         whether the Employer actually contributed to the Plan for that Plan
         Year.

         (ii) "Qualified Election Period" means the six-Plan-Year period
         beginning with the Plan Year in which the Participant first becomes a
         Qualified Participant.

     A Participant's right under this Section 8.06 to direct the investment of
his Account applies to all Employer Securities acquired by the Plan after
December 31, 1986.

                          * * * * * * * * * * * * * * *

9.028

<PAGE>

                                   ARTICLE IX
                               PLAN ADMINISTRATOR

     9.01 COMPENSATION AND EXPENSES. The Plan Administrator (and any individuals
serving as Plan Administrator) will serve without compensation for services as
such, but the Employer will pay all expenses of the Plan Administrator, except
to the extent the Trustee properly pays for such expenses, pursuant to Article
X.

     9.02 RESIGNATION AND REMOVAL. If the Employer appoints one or more persons
to serve as Plan Administrator, such person(s) shall serve until they resign by
written notice to the Employer or until the Employer removes them by written
notice. In case of a vacancy in the position of Plan Administrator, the Employer
will exercise any and all of the powers, authority, duties and discretion
conferred upon the Plan Administrator pending the filling of the vacancy.

     9.03 GENERAL. The Plan Administrator, in addition to its other powers and
duties stated in this Plan document, has the following powers and duties:

     (a) To determine the rights of eligibility of an Employee to participate in
     the Plan, factual questions that arise in the course of administering the
     Plan, the value of a Participant's Account Balance and the Vested
     percentage of each Participant's Account Balance;

     (b) To adopt rules of procedure and regulations necessary for the proper
     and efficient administration of the Plan, provided the rules are not
     inconsistent with the terms of the Plan;

     (c) To construe and enforce the terms of the Plan and the rules and
     regulations it adopts, including interpretation of the Plan document and
     any document related to the operation of the Plan;

     (d) To direct the Trustee as respects the crediting and distribution of the
     Trust Fund;

     (e) To review and render decisions respecting a claim for (or denial of a
     claim for) a benefit under the Plan;

     (f) To furnish the Employer with information which the Employer may require
     for tax or other purposes;

     (g) To engage the service of agents whom it may deem advisable to assist it
     with the performance of its duties;

     (h) To engage the services of an Investment Manager or Managers (as defined
     in ERISA (S)3(38)), each of whom will have full power and authority to
     manage, acquire or dispose (or direct the Trustee with respect to
     acquisition or disposition) of any Plan asset under its control;

     (i) To establish, in its sole discretion, a nondiscriminatory policy (see
     Section 9.04(A)) which the Trustee must observe in making loans, if any, to
     Participants and to Beneficiaries; and

     (j) To make any other determinations the Plan Administrator believes are
     necessary and advisable for the administration of the Plan.

The Plan Administrator must exercise all of its powers, duties and discretion
     under the Plan in a uniform and nondiscriminatory manner. Any determination
     made by the Plan Administrator is final and binding upon any affected
     person.

     9.04 PLAN LOANS. The Plan Administrator may, in its sole discretion, in
accordance with Section 10.03(C) establish, amend or terminate from time to
time, a nondiscriminatory policy which the Trustee must observe in making Plan
loans, if any, to Participants and to Beneficiaries. If the Plan Administrator
adopts a loan policy, the loan policy must be a written document and must
include: (1) the identity of the person or positions authorized to administer
the participant loan program; (2) the procedure for applying for a loan; (3)

                                                                           9.029

<PAGE>

the criteria for approving or denying a loan; (4) the limitations, if any, on
the types and amounts of loans available; (5) the procedure for determining a
reasonable rate of interest; (6) the types of collateral which may secure the
loan; and (7) the events constituting default and the steps the Plan will take
to preserve Plan assets in the event of default. A loan policy the Plan
Administrator adopts under this Section 9.04 is part of the Plan, except that
the Plan Administrator may amend or terminate the policy without regard to
Section 13.02.

     9.05 FUNDING POLICY. The Plan Administrator will review, not less often
than annually, all pertinent Employee information and Plan data in order to
establish the funding policy of the Plan and to determine the appropriate
methods of carrying out the Plan's objectives. The Plan Administrator must
communicate periodically, as it deems appropriate, to the Trustee and to any
Plan Investment Manager the Plan's short-term and long-term financial needs for
the coordination of the Plan's investment policy with Plan financial
requirements.

     9.06 INDIVIDUAL ACCOUNTS. The Plan Administrator will maintain, or direct
the Trustee to maintain, a separate Account, or multiple Accounts, in the name
of each Participant to reflect the Participant's Account Balance under the Plan.
The Plan Administrator must maintain one Account designated as the Employer
Securities Account to reflect a Participant's interest in Employer Securities
held in the Trust Fund and must maintain sufficient additional Accounts properly
designated, including but not limited to Salary Deferral Account, Matching
Contributions Account and Loan Account, to reflect the Participant's interest in
the Trust Fund attributable to assets other than Employer Securities. If a
Participant re-enters the Plan subsequent to his/her having a Forfeiture Break
in Service, the Plan Administrator, or the Trustee, must maintain a separate
Account for the Participant's pre-Forfeiture Break in Service Account Balance
and a separate Account for his/her post-Forfeiture Break in Service Account
Balance, unless the Participant's entire Account Balance under the Plan is 100%
Vested.

     The Plan Administrator will make its allocations, or request the Trustee to
make its allocations, to the Accounts of the Participants in accordance with the
provisions of Section 9.08. The Plan Administrator may direct the Trustee to
maintain a temporary segregated investment Account in the name of a Participant
to prevent a distortion of income, gain or loss allocations under Section 9.08.
The Plan Administrator must maintain records of its activities.

     9.07 VALUE OF PARTICIPANT'S ACCOUNT BALANCE. The value of each
Participant's Account Balance consists of the total of each account that is
maintained for the Participant and the proportion share of the net worth (at
fair market value) of the Employer Securities Account which the net credit
balance in his/her Account bears to the total net credit balance in the Accounts
of all Participants. For purposes of a distribution under the Plan, the value of
a Participant's Account Balance attributable to his/her Accounts is its value as
of the valuation date immediately preceding the date of the distribution.

     9.08 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. A "valuation
date" under the Plan is each Accounting Date and each interim valuation date
determined under Section 10.15. As of each valuation date, the Plan
Administrator must adjust each Account to reflect net income, gain or loss since
the last valuation date. The valuation period is the period beginning on the day
after the last valuation date and ending on the current valuation date.

9.030

<PAGE>

[A] Employer Securities Account. As of the Accounting Date of each Plan Year,
the Plan Administrator first will reduce Employer Securities Accounts for any
forfeitures arising under Section 5.09 and then will credit the Employer
Securities Account maintained for each Participant with the Participant's
allocable share of Employer Securities (including fractional shares) purchased
and paid for by the Trust Fund or contributed in kind to the Trust, with any
forfeitures of Employer Securities and with any stock dividends on Employer
Securities allocated to his/her Employer Securities Account. The Plan
Administrator will allocate Employer Securities acquired with an Exempt Loan
under Section 10.03[B] in accordance with that Section, subject however, to the
provisions of Paragraph [C] of this Section 9.08. Except as otherwise
specifically provided in Section 10.03[B], the Plan Administrator will base
allocations to the Participants' Accounts on dollar values expressed as shares
of Employer Securities or on the basis of units representing shares where there
is a single class of Employer Securities. In making a forfeiture reduction under
this Section 9.08, the Plan Administrator, to the extent possible, first must
forfeit from a Participant's General Investments Account before making a
forfeiture from his/her Employer Securities Account.

[B] General Investments Account. The allocation provisions of this Paragraph [B]
apply to all Participant General Investments Accounts other than segregated
investment Accounts. The Plan Administrator first will adjust the Participant
General Investments Accounts, as those Accounts stood at the beginning of the
current valuation period, by reducing the Accounts for any forfeitures arising
under the Plan, for amounts charged during the valuation period to the Accounts
in accordance with Section 9.10 (relating to distributions) and for the amount
of any General Investments Account which the Trustee has fully distributed since
the immediately preceding valuation date. The Plan Administrator then, subject
to the restoration allocation requirements of Section 9.11, will allocate the
net income, gain or loss pro rata to the adjusted Participant General
Investments Accounts. The allocable net income, gain or loss is the net income
(or net loss), including the increase or decrease in the fair market value of
assets, since the last valuation date. In making its allocations under this
Section 9.08[B], the Plan Administrator will exclude Employer Securities and
interest paid by the Trust Fund on an Exempt Loan.

[C] Dividends on Employer Securities. The Plan Administrator will allocate any
cash dividends the Employer pays with respect to Employer Securities to the
General Investments Accounts of Participants in the same ratio, determined on
the dividend declaration date, that Employer Securities allocated to a
Participant's Employer Securities Account bear to the Employer Securities
allocated to all Employer Securities Accounts. The Plan Administrator will not
allocate to the General Investments Accounts any cash dividends the Employer
directs the Trustee to apply to the payment of an Exempt Loan nor any cash
dividends the Plan Administrator directs the Trustee to distribute in accordance
with Section 10.08. If the Employer directs the Trustee to apply cash dividends
on Employer Securities to the payment of an Exempt Loan, the Plan Administrator
first will allocate the released Employer Securities to the Participants'
Employer Securities Accounts in the same ratio, determined on the dividend
declaration date, that Employer Securities allocated to a Participant's Employer
Securities Account bear to the Employer Securities allocated to all Employer
Securities Accounts. This first allocation of released Employer Securities must
equal the greater of: (1) the shares of released Employer Securities equal to
the fair market value of the cash dividends attributable to the allocated
Employer Securities; or (2) the number of shares of all released Employer
Securities attributable to the cash dividends on allocated Employer Securities.
If any released Employer Securities remain unallocated after the first
allocation, the Plan Administrator will allocate these remaining released
Employer Securities under Section 3.02 as if the Employer has made an Employer
contribution equal to the amount of the cash dividend attributable to the
unallocated Employer Securities.

[D] Segregated Investment Accounts. A segregated investment Account receives all
income it earns and bears all expense or loss it incurs. The Plan Administrator
will adopt uniform and nondiscriminatory procedures for determining income or
loss of a segregated investment Account in a manner which reasonably reflects
investment directions relating to pooled investments and investment directions
occurring during a valuation period. As of the valuation date, the Plan
Administrator must reduce a segregated Account for any forfeiture arising under
Section 5.09 after the Plan Administrator has made all other allocations,
changes or adjustments to the Account for the Plan Year.

[E] Additional rules. An Excess Amount or suspense account described in Part 2
of Article III does not share in the allocation of net income, gain or loss
described in this Section 9.08. If a portion of this Plan is a 401(k)
arrangement, the following alternate valuation provisions apply the Individual
(directed) Investment Account

                                                                          10.031

<PAGE>

method with respect to salary deferral and matching contributions accounts, but
not with respect to Employer Securities. An Individual (directed) Investment
Account is an account that is subject to Participant or Beneficiary
self-direction pursuant to Section 8.06. An Individual Investment Account
receives all income it earns and bears all expenses or losses it incurs. As of
each valuation date, the Employer must reduce an Individual Investment Account
for any forfeiture arising from Section 5.09 after the Employer has made all
other allocations, changes or adjustments to the Account for the valuation
period. This Section 9.08 applies solely to the allocation of net income, gain
or loss of the Trust Fund. The Plan Administrator will allocate the Employer
contributions and Participant forfeitures, if any, in accordance with Article
III. For this purpose, the Plan Administrator will allocate any gain or net
income with respect to an Employer contribution made during the Plan Year, but
before the Accounting Date to which the contribution relates, as part of the
Employer contribution for that Plan Year.

[F] Allocation Restriction. To the extent a shareholder sells Employer
Securities to the Trust and elects (with the consent of the Employer)
nonrecognition of gain under Code (S)1042, the Plan Administrator will not,
directly or indirectly, allocate under the Plan (or under any qualified plan of
the Employer), during the nonallocation period any portion of the purchased
Employer Securities to:

     (1)  the selling shareholder,

     (2)  the selling shareholder's spouse, brothers or sisters (whether by the
          whole or half blood), ancestors or lineal descendants; or

     (3)  any shareholder owning (as determined under Code (S)318(a)) more than
          25% in value or 25% of the outstanding shares of any class of stock of
          the corporation which issues the Employer Securities or of a
          corporation which is a Related Employer.

     For purposes of this Section 9.08[F], the term "shareholder" includes the
shareholder's executor and the term "purchased Employer Securities" includes any
dividends or other income attributable to the purchased Employer Securities and
any amounts allocated in lieu of the purchased Employer Securities. The
allocation restrictions of this Section 9.08[F] apply to a lineal descendant of
a selling shareholder only to the extent the allocation of the purchased
Employer Securities otherwise allocable during the nonallocation period to all
such lineal descendants would exceed, in the aggregate, 5% of the total
purchased Employer Securities unless any lineal descendant is, directly or
indirectly, a more than 25% shareholder. The "nonallocation" period begins on
the date of the sale of Employer Securities and ends on the later of: (1) 10
years after the sale date or (2) the date the Plan makes the final allocation of
Leveraged Employer Securities resulting from the final payment of the Exempt
Loan.

     9.09 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting Date
of each Plan Year, but within the time prescribed by ERISA and the regulations
under ERISA, the Plan Administrator will deliver to each Participant (and to
each Beneficiary) a statement reflecting the condition of his/her Account
Balance in the Trust as of that date and such other information ERISA requires
be furnished the Participant or the Beneficiary. No Participant, except the Plan
Administrator, has the right to inspect the records reflecting the Account of
any other Participant.

     9.10 ACCOUNT CHARGED. The Plan Administrator will charge a Participant's
Account for all distributions made from that Account to the Participant, to
his/her Beneficiary or to an alternate payee, including a disbursement payment
for a Participant loan. The Plan Administrator also will charge a Participant's
Account for any reasonable administrative expenses incurred by the Plan directly
related to that Account.

9.11 LOST PARTICIPANTS. If the Plan Administrator is unable to locate any
Participant or Beneficiary whose Account becomes distributable under Article VI
or under Section 13.06 (a "lost Participant"), the Plan Administrator will apply
the provisions of this Section 9.11.

(A) Attempt to Locate. The Plan Administrator will use one or more of the
following methods to attempt to locate a lost Participant: (1) provide a
distribution notice to the lost Participant at his/her last known address by
certified or registered mail; (2) use of the IRS letter forwarding program under
Rev. Proc. 94-22; (3) use of a

10.032

<PAGE>

commercial locator service, the internet or other general search method; or (4)
use of the Social Security Administration search program.

(B) Failure to Locate. If a lost Participant remains unlocated for 6 months
following the date of the Plan Administrator first attempts to locate the lost
Participant using one or more of the methods described in Section 9.11(A), the
Plan Administrator may forfeit the lost Participant's Account. If the Plan
Administrator will forfeit the lost Participant's Account, the forfeiture occurs
at the end of the above-described 6 month period and the Plan Administrator will
allocate the forfeiture in accordance with Section 3.03. If a lost Participant
whose Account was forfeited thereafter at any time but before the Plan has been
terminated makes a claim for his/her forfeited Account, the Plan Administrator
will restore the forfeited Account to the same dollar amount as the amount
forfeited, unadjusted for net income, gains or losses occurring subsequent to
the forfeiture. The Plan Administrator will make the restoration in the Plan
Year in which the lost Participant makes the claim, first from the amount, if
any, of Participant forfeitures the Plan Administrator otherwise would allocate
for the Plan Year, then from the amount, if any, of Trust net income or gain for
the Plan Year and last from the amount or additional amount the Employer
contributes to the Plan for the Plan Year. The Plan Administrator will
distribute the restored Account to the lost Participant not later than 60 days
after the close of the Plan Year in which the Plan Administrator restores the
forfeited Account. [The Plan Administrator under this Section 9.11(B) will
forfeit the entire Account of the lost Participant, including deferral
contributions and Participant contributions.

(C) Nonexclusivity and Uniformity. The provisions of Section 9.11 are intended
to provide permissible but not exclusive means for the Plan Administrator to
administer the Accounts of lost Participants. The Plan Administrator may utilize
any other reasonable method to locate lost Participants and to administer the
Accounts of lost Participants, including the default rollover under Section
6.08(C) and such other methods as the Revenue Service or the U.S. Department of
Labor ("DOL") may in the future specify. The Plan Administrator will apply
Section 9.11 in a reasonable, uniform and nondiscriminatory manner, but may in
determining a specific course of action as to a particular Account, reasonably
take into account differing circumstances such as the amount of a lost
Participant's Account, the expense in attempting to locate a lost Participant,
the Plan Administrator's ability to establish and the expense of establishing a
rollover IRA, and other factors. The Plan Administrator may charge to the
Account of a lost Participant the reasonable expenses incurred under this
Section 9.11 and which are associated with the lost Participant's Account.

     9.12  PLAN CORRECTION. The Plan Administrator in conjunction with the
Employer may undertake such correction of Plan errors as the Plan Administrator
deems necessary, including correction to preserve tax qualification of the Plan
under Code (S)401(a) or to correct a fiduciary breach under ERISA. Without
limiting the Plan Administrator's authority under the prior sentence, the Plan
Administrator, as it determines to be reasonable and appropriate, may undertake
correction of Plan document, operational, demographic and employer eligibility
failures under a method described in the Plan or under the Employee Plans
Compliance Resolution System ("EPCRS") or any successor program to EPCRS. The
Plan Administrator, as it determines to be reasonable and appropriate, also may
undertake or assist the appropriate fiduciary or plan official in undertaking
correction of a fiduciary breach, including correction under the Voluntary
Fiduciary Correction Program ("VFC") or any successor program to VFC. If the
Plan includes a 401(k) arrangement, the Plan Administrator to correct an
operational error may require the Trustee to distribute from the Plan elective
deferrals or vested matching contributions, including earnings, where such
amounts result from an operational error other than a failure of Code (S)415,
Code (S)402(g), a failure of the ADP or ACP tests, or a failure of the multiple
use limitation.

     9.13  NO RESPONSIBILITY FOR OTHERS. Except as required under ERISA, the
Plan Administrator has no responsibility or obligation under the Plan to
Participants or Beneficiaries for any act (unless the Plan Administrator also
serves in such capacities) required of the Employer, the Trustee or of any other
service provider to the Plan. The Plan Administrator is not responsible to
collect any required plan contribution or to determine the correctness or
deductibility or any Employer contribution. The Plan Administrator in
administering the Plan is entitled to, but is not required to rely upon,
information which a Participant, Beneficiary, Trustee, the Employer, a Plan
service provider or representatives thereof provide to the Plan Administrator.

                                                                          10.033

<PAGE>

                          * * * * * * * * * * * * * * *

                                    ARTICLE X
                            TRUSTEE POWERS AND DUTIES

    10.01  ACCEPTANCE. The Trustee accepts the Trust created under the Plan and
agrees to perform the obligations imposed. The Trustee must provide bond for the
faithful performance of its duties under the Trust to the extent required by
ERISA.

    10.02  RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the Employer
for the funds contributed to it by the Employer, but does not have any duty to
see that the contributions received comply with the provisions of the Plan. The
Trustee is not obliged to collect any contributions from the Employer, nor is
the Trustee obliged to see that funds deposited with it are deposited according
to the provisions of the Plan.

    10.03  FULL INVESTMENT POWERS.

[A] Trustee Powers. The Trustee has full discretion and authority with regard to
the investment of the Trust Fund, except with respect to a Plan asset under the
control or direction of a properly appointed Investment Manager or with respect
to a Plan asset subject to Employer or Participant direction of investment. The
Trustee must coordinate its investment policy with Plan financial needs as
communicated to it by the Plan Administrator. The Trustee is authorized and
empowered, but not by way of limitation, with the following powers, rights and
duties:

    (a) To invest the Trust Fund primarily in Employer Securities ("primarily"
    meaning the authority to acquire and to hold up to 100% of the Trust Fund in
    Employer Securities) and to invest any part or all of the Trust Fund in any
    common or preferred stocks, open-end or closed-end mutual funds, put and
    call options traded on a national exchange, United States retirement plan
    bonds, corporate bonds, debentures, convertible debentures, commercial
    paper, U.S. Treasury bills, U.S. Treasury notes and other direct or indirect
    obligations of the United States Government or its agencies, improved or
    unimproved real estate situated in the United States, limited partnerships,
    insurance contracts of any type, mortgages, notes or other property of any
    kind, real or personal, to buy or sell options on common stock on a
    nationally recognized exchange with or without holding the underlying common
    stock, to open and to maintain margin accounts, to engage in short sales, to
    buy and sell commodities, commodity options and contracts for the future
    delivery of commodities, and to make any other investments the Trustee deems
    appropriate, as a prudent person would do under like circumstances with due
    regard for the purposes of this Plan. Any investment made or retained by the
    Trustee in good faith is proper but must be of a kind (with the exception of
    Employer Securities) constituting a diversification considered by law
    suitable for trust investments.

    (b) To retain in cash so much of the Trust Fund as it may deem advisable to
    satisfy liquidity needs of the Plan and to deposit any cash held in the
    Trust Fund in a bank account at reasonable interest.

    (c) To invest, if the Trustee is a bank or similar financial institution
    supervised by the United States or by a State, in any type of deposit of the
    Trustee (or of a bank related to the Trustee within the meaning of Code
    (S)414(b)) at a reasonable rate of interest or in a common trust fund (the
    provisions of which govern the investment of such assets and which the Plan
    incorporates by this reference) as described in Code (S)584 which the
    Trustee (or its affiliate, as defined in Code (S)1504) maintains exclusively
    for the collective investment of money contributed by the bank (or the
    affiliate) in its capacity as trustee and which conforms to the rules of the
    Comptroller of the Currency.

    (d) To manage, sell, contract to sell, grant options to purchase, convey,
    exchange, transfer, abandon, improve, repair, insure, lease for any term
    even though commencing in the future or extending beyond the term of the
    Trust, and otherwise deal with all property, real or personal, in such
    manner, for such considerations and on such terms and conditions as the
    Trustee decides.

    (e) To credit and distribute the Trust Fund as directed by the Plan
    Administrator. The Trustee is not obliged to inquire as to whether any payee
    or distributee is entitled to any payment nor whether the distribution is
    proper or within the terms of the Plan, or as to the manner of making any
    payment or

10.034

<PAGE>

    distribution. The Trustee is accountable only to the Plan Administrator for
    any payment or distribution made by it in good faith on the order or
    direction of the Plan Administrator.

    (f) To borrow money, to assume indebtedness, extend mortgages and encumber
    by mortgage or pledge.

    (g) To compromise, contest, arbitrate or abandon claims and demands, in its
    discretion.

    (h) To have with respect to the Trust all of the rights of an individual
    owner, including the power to give proxies, to participate in any voting
    trusts, mergers, consolidations or liquidations, and to exercise or to sell
    stock subscriptions or conversion rights.

    (i) To lease for oil, gas and other mineral purposes and to create mineral
    severances by grant or reservation; to pool or unitize interests in oil, gas
    and other minerals; and to enter into operating agreements and to execute
    division and transfer orders.

    (j) To hold any securities or other property in the name of the Trustee or
    its nominee, with depositories or agent depositories or in another form as
    it may deem best, with or without disclosing the trust relationship.

    (k) To perform any and all other acts in its judgment necessary or
    appropriate for the proper and advantageous management, investment and
    distribution of the Trust.

    (l) To retain any funds or property subject to any dispute without liability
    for the payment of interest, and to decline to make payment or delivery of
    the funds or property until a court of competent jurisdiction makes final
    adjudication.

    (m) To file all information and tax returns required of the Trustee.

    (n) To furnish to the Employer and to the Plan Administrator an annual
    statement of account showing the condition of the Trust Fund and all
    investments, receipts, disbursements and other transactions effected by the
    Trustee during the Plan Year covered by the statement and also stating the
    assets of the Trust held at the end of the Plan Year, which accounts are
    conclusive on all persons, including the Employer and the Plan
    Administrator, except as to any act or transaction concerning which the
    Employer or the Plan Administrator files with the Trustee written exceptions
    or objections within 90 days after the receipt of the accounts or for which
    ERISA authorizes a longer period within which to object.

    (o) To begin, maintain or defend any litigation necessary in connection with
    the administration of the Plan, except the Trustee is not obliged nor
    required to do so unless indemnified to its satisfaction.

    The Trustee will allocate any insurance proceeds received from the purchase
of insurance contracts under Paragraph (a) to Participants' Accounts in the same
manner as the allocation under Section 3.02 of the Employer contribution for the
Plan Year in which the death of the insured Participant occurs.

[B] Exempt Loan. This Section 10.03[B] specifically authorizes the Trustee to
enter into an Exempt Loan transaction. The following terms and conditions will
apply to any Exempt Loan:

        (1) The Trustee will use the proceeds of the loan, within a reasonable
        time after receipt, only for any or all of the following purposes: (i)
        to acquire Employer Securities, (ii) to repay such loan, or (iii) to
        repay a prior Exempt Loan. Except as provided under Article XI, an
        Employer Security acquired with the proceeds of an Exempt Loan may not
        be subject to a put, call or other option, or buy-sell or similar
        arrangement while held by and when distributed from this Plan, whether
        or not this Plan is then an employee stock ownership plan.

        (2) The interest rate of the Exempt Loan may not be more than a
        reasonable rate of interest.

        (3) Any collateral the Trustee pledges to the creditor must consist only
        of the assets purchased by the borrowed funds and those assets the Trust
        used as collateral on the prior Exempt Loan repaid with the proceeds of
        the current Exempt Loan.

                                                                          10.035

<PAGE>

        (4) The creditor may not have any recourse against the Trust under the
        Exempt Loan except with respect to such collateral given for the Exempt
        Loan, contributions (other than contributions of Employer Securities)
        the Employer makes to the Trust to meet its obligations under the Exempt
        Loan, and earnings attributable to such collateral and the investment of
        such contributions. The payment made with respect to an Exempt Loan by
        the Plan during a Plan Year must not exceed an amount equal to the sum
        of such contributions and earnings received during or prior to the Plan
        Year less such payments in prior Plan Years. The Plan Administrator and
        the Trustee must account separately for such contributions and earnings
        in the books of account of the Plan until the Trust repays the Exempt
        Loan.

        (5) In the event of default upon the loan, the value of Plan assets
        transferred in satisfaction of the Exempt Loan must not exceed the
        amount of the default, and if the lender is a Disqualified Person, the
        Exempt Loan must provide for transfer of Plan assets upon default only
        upon and to the extent of the failure of the Plan to meet the payment
        schedule of the Exempt Loan.

        (6) The Trustee must add and maintain all assets acquired with the
        proceeds of an Exempt Loan in a suspense Account. In withdrawing assets
        from the suspense Account, the Trustee will apply the provisions of
        Treas. Reg. (S)(S)54.4975-7(b)(8) and (15) as if all Employer Securities
        in the suspense Account were encumbered. Upon the payment of any portion
        of the loan, the Trustee will effect the release of assets in the
        suspense Account from encumbrances. For each Plan Year during the
        duration of the Exempt Loan, the number of Employer Securities released
        must equal the number of encumbered Employer Securities held immediately
        before release for the current Plan Year multiplied by a fraction. The
        numerator of the fraction is the amount of principal and interest paid
        for the Plan Year. The denominator of the fraction is the sum of the
        numerator plus the principal and interest to be paid for all future Plan
        Years. The number of future Plan Years under the loan must be definitely
        ascertainable and must be determined without taking into account any
        possible extension or renewal periods. If the interest rate under the
        Exempt Loan is variable, the Trustee must compute the interest to be
        paid in future Plan Years by using the interest rate applicable as of
        the end of the Plan Year. If collateral includes more than one class of
        Employer Securities, the Trustee must determine the number of Employer
        Securities of each class to be released for a Plan Year by applying the
        same fraction to each such class. The Plan Administrator will allocate
        assets withdrawn from the suspense Account to the Accounts of
        Participants who otherwise share in the allocation of the Employer's
        contribution for the Plan Year for which the Trustee has paid the
        portion of the Exempt Loan resulting in the release of the assets. The
        Plan Administrator consistently will make this allocation as of each
        Accounting Date on the basis of non-monetary units, taking into account
        the relative Compensation of all such Participants for such Plan Year.

        (7) The loan must be for a specific term and may not be payable at the
        demand of any person except in the case of default.

        (8) Notwithstanding the fact this Plan ceases to be an employee stock
        ownership plan, Employer Securities acquired with the proceeds of an
        Exempt Loan will continue after the Trustee repays the loan to be
        subject to the provisions of Treas. Reg. (S)(S)54.4975-7(b)(4), (10),
        (11) and (12) relating to put, call or other options and to buy-sell or
        similar arrangements, except to the extent these regulations are
        inconsistent with Code (S)409(h).

[C] Cofiduciary Liability. Each fiduciary under the Plan is responsible solely
for his/her own acts or omissions. A fiduciary does not have any liability for
another fiduciary's breach of fiduciary responsibility with respect to the Plan
and the Trust unless the fiduciary participates knowingly in the breach, has
actual knowledge of the breach, and fails to take reasonable remedial action to
remedy the breach or, through negligence in performing his/her own specific
fiduciary responsibilities that give rise to his/her fiduciary status, he/she
has enabled the other fiduciary to commit a breach of the latter's fiduciary
responsibility.

    10.04  RECORDS AND STATEMENTS. The records of the Trustee pertaining to the
Plan must be open to the inspection of the Plan Administrator and the Employer
at all reasonable times and may be audited from time to time by any person or
persons as the Employer or Plan Administrator may specify in writing. The
Trustee must furnish the Plan Administrator with whatever information relating
to the Trust Fund the Plan Administrator considers necessary.

10.036

<PAGE>

     10.05 FEES AND EXPENSES FROM FUND. The Trustee will receive reasonable
annual compensation as may be agreed upon from time to time between the Employer
and the Trustee. No person who is receiving full pay from the Employer may
receive compensation for services as Trustee. The Trustee will pay from the
Trust Fund all fees and expenses reasonably incurred by the Plan, to the extent
such fees and expenses are for the ordinary and necessary administration and
operation of the Plan, unless the Employer pays such fees and expenses. Any fee
or expense paid, directly or indirectly, by the Employer is not an Employer
contribution to the Plan, provided the fee or expense relates to the ordinary
and necessary administration of the Trust Fund.

     10.06 PARTIES TO LITIGATION. Except as otherwise provided by ERISA, a
Participant or a Beneficiary is not a necessary party or required to receive
notice of process in any court proceeding involving the Plan, the Trust Fund or
any fiduciary of the Plan. Any final judgment entered in any proceeding is
conclusive upon the Employer, the Plan Administrator, the Trustee, the
Participants and the Beneficiaries.

     10.07 PROFESSIONAL AGENTS. The Trustee may employ and pay from the Trust
Fund reasonable compensation to agents, attorneys, accountants and other persons
to advise the Trustee as in its opinion may be necessary. The Trustee may
delegate to any agent, attorney, accountant or other person selected by it any
non-Trustee power or duty vested in it by the Plan, and the Trustee may act or
refrain from acting on the advice or opinion of any agent, attorney, accountant
or other person so selected.

     10.08 DISTRIBUTION OF TRUST FUND. Subject to Section 13.06, the Trustee
will make all distributions of benefits under the Plan in Employer Securities
valued at fair market value at the time of distribution. The Trustee will pay in
cash any fractional security share to which a Participant or his/her Beneficiary
is entitled. In the event the Trustee is to make a distribution in shares of
Employer Securities, the Trustee will apply any balance in a Participant's
General Investments Account to provide whole shares of Employer Securities for
distribution at the then fair market value.

     If the Employer's charter or bylaws restrict ownership of substantially all
shares of Employer Securities to Employees, or to the Trust, as described in
Code (S)409(h)(2), the Trustee will make the distribution of a Participant's
Account Balance entirely in cash.

     Notwithstanding the preceding provisions of this Section 10.08, the
Trustee, if directed in writing by the Plan Administrator, will pay, in cash,
any cash dividends on Employer Securities allocated, or allocable to
Participants' Employer Securities Accounts, irrespective of whether a
Participant is fully Vested in his/her Employer Securities Account. The Plan
Administrator's direction must state whether the Trustee is to pay the cash
dividend distributions currently, or within the 90 day period following the
close of the Plan Year in which the Employer pays the dividends to the Trust.
The Plan Administrator may request the Employer to pay dividends on Employer
Securities directly to Participants.

     Subject to Section 13.06, the Trustee will make the distribution of a
Participant's Account Balance entirely in cash. Furthermore, the Trustee, if
directed in writing by the Plan Administrator, will pay, in cash, any cash
dividends on Employer Securities allocated, or allocable to Participants'
Employer Securities Accounts, irrespective of whether a Participant is fully
Vested in his/her Employer Securities Account. The Plan Administrator's
direction must state whether the Trustee is to pay the cash dividend
distributions currently, or within the 90-day period following the close of the
Plan Year in which the Employer pays the dividends to the Trust. The Plan
Administrator may request the Employer to pay dividends on Employer Securities
directly to Participants.

     10.09 PARTICIPANT OR BENEFICIARY INCAPACITATED. If, in the opinion of the
Plan Administrator or of the Trustee, a person entitled to payments under the
Plan is not able to care for his/her affairs because of a mental condition, a
physical condition, or by reason of age, the Trustee may make payments due the
person to the person's guardian, conservator, a custodian for the Beneficiary
under a Uniform Transfers or Gifts to Minors Act, directly to the Beneficiary or
to the Participant or to his/her attorney-in-fact or to other legal
representative upon furnishing evidence of such status satisfactory to the Plan
Administrator and to the Trustee. Prior to the furnishing of such evidence, the
Trustee may make payments due the person under the incapacity, for the person's
use and benefit, to any person or institution then in the opinion of the Plan
Administrator or of the Trustee caring for or maintaining the person under the
incapacity. The Plan Administrator and the Trustee do not have any liability
with respect to payments so made and neither

                                                                          10.037

<PAGE>

the Plan Administrator nor the Trustee has any duty to make inquiry as to the
competence of any person entitled to receive payments under the Plan.

     10.10 DISTRIBUTION DIRECTIONS. If no one claims a payment or distribution
made from the Trust, the Trustee must promptly notify the Plan Administrator and
then dispose of the payment in accordance with the subsequent direction of the
Plan Administrator.

     10.11 THIRD PARTY/MULTIPLE TRUSTEES. A person dealing with the Trustee is
not obligated to see to the proper application of any money paid or property
delivered to the Trustee, nor to inquire whether the Trustee has acted pursuant
to any of the terms of the Plan. Each person dealing with the Trustee may act
upon any notice, request or representation in writing by the Trustee, or by the
Trustee's duly authorized agent, and is not liable to any person in so acting.
The certificate of the Trustee that it is acting in accordance with the Plan
will be conclusive in favor of any person relying on the certificate.

     If more than two persons act as Trustee, a decision of the majority of such
persons controls with respect to any decision regarding the administration or
investment of the Trust Fund or of any portion of the Trust Fund with respect to
which such persons act as Trustee. If more than one person acts as Trustee, the
Trustees jointly will manage and control the assets of the Trust Fund. However,
the Trustees may allocate among themselves specific responsibilities or
obligations or may authorize one or more of them, either individually or in
concert, to exercise any or all of the powers granted to the Trustee under this
Article X. However, the signature of only one Trustee is necessary to effect any
transaction on behalf of the Trust.

     10.12 RESIGNATION. The Trustee may resign its position at any time by
giving 30 days' written notice in advance to the Employer and to the Plan
Administrator. If the Employer fails to appoint a successor Trustee within 60
days of its receipt of the Trustee's written notice of resignation, the Trustee
will treat the Employer as having appointed itself as Trustee and as having
filed its acceptance of appointment with the former Trustee. If state law
prohibits the Employer from serving as Trustee, then the appointed Trustee is
the president of the Employer.

     10.13 REMOVAL. The Employer, by giving 30 days' written notice in advance
to the Trustee, may remove a Trustee. In the event of the resignation or removal
of a Trustee, the Employer must appoint a successor Trustee if it intends to
continue the Plan. If two or more persons hold the position of Trustee, in the
event of the removal of one such person, during any period the selection of a
replacement is pending, or during any period such person is unable to serve for
any reason, the remaining person or persons will act as the Trustee.

     10.14 INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee succeeds
to the title to the Trust vested in its predecessor by accepting in writing its
appointment as successor Trustee and by filing the acceptance with the former
Trustee and the Plan Administrator without the signing or filing of any further
statement. The resigning or removed Trustee, upon receipt of acceptance in
writing of the Trust by the successor Trustee, must execute all documents and do
all acts necessary to vest the title of record in any successor Trustee. Each
successor Trustee has and enjoys all of the powers, both discretionary and
ministerial, conferred under the Plan upon its predecessor. A successor Trustee
is not personally liable for any act or failure to act of any predecessor
Trustee, except as required under ERISA. With the approval of the Employer and
the Plan Administrator, a successor Trustee, with respect to the Plan, may
accept the account rendered and the property delivered to it by a predecessor
Trustee without incurring any liability or responsibility for so doing.

10.038

<PAGE>

     10.15 VALUATION OF TRUST. The Trustee must value the Trust Fund as of each
Accounting Date to determine the fair market value of each Participant's Account
Balance in the Trust, and the Trustee also must value the Trust Fund on such
other dates, as directed by the Plan Administrator. With respect to activities
carried on by the Plan, an independent appraiser meeting requirements similar to
those prescribed by Treasury regulations under Code (S)170(a)(1) must perform
all valuations of Employer Securities which are not readily tradeable on an
established securities market. The valuation requirement of the immediately
preceding sentence applies to all Employer Securities acquired by the Plan.

     10.16 LIMITATION ON LIABILITY - IF INVESTMENT MANAGER, ANCILLARY TRUSTEE OR
INDEPENDENT FIDUCIARY APPOINTED. The Trustee is not liable for the acts or
omissions of any Investment Manager the Plan Administrator may appoint, nor is
the Trustee under any obligation to invest or otherwise manage any asset of the
Plan which is subject to the management of a properly appointed Investment
Manager. The Plan Administrator, the Trustee and any properly appointed
Investment Manager may execute a written agreement as a part of this Plan
delineating the duties, responsibilities and liabilities of the Investment
Manager with respect to any part of the Trust Fund under the control of the
Investment Manager.

     10.17 PARTICIPANT VOTING RIGHTS -- EMPLOYER SECURITIES. With respect to the
voting of Employer Securities which are not part of a registration-type class of
securities (as defined in Code (S)409(e)(4)), a Participant (or a Beneficiary)
has the right to direct the Trustee regarding the voting of such Employer
Securities allocated to his/her Employer Securities Account with respect to any
corporate matter which involves the approval or disapproval of any corporate
merger or consolidation, recapitalization, reclassification, liquidation,
dissolution, sale of substantially all assets of a trade or business, or such
similar transaction as the Treasury may prescribe in regulations.

     The voting rights provided in this Section 10.17 extend to all corporate
matters requiring a vote of stockholders with respect to Employer Securities
allocated to the Participant's Employer Securities Account which are:

     (a) part of a registration type class of securities; or

     (b) Employer Securities acquired after July 10, 1989, pursuant to a
     "securities acquisition loan" within the meaning of Code (S)133.

     The Trustee does not have the right to vote any Employer Securities which a
Participant (or a Beneficiary) fails to vote as authorized by this Section
10.17. The Trustee shall vote unallocated Employer Securities and any other
Employer Securities as to which Participants (or Beneficiaries) are not entitled
to vote.

                          * * * * * * * * * * * * * * *

                                   ARTICLE XI
                        REPURCHASE OF EMPLOYER SECURITIES

     11.01 PUT OPTION. Each Participant receiving a distribution of Employer
Securities from the Trust Fund has the option ("put option") to sell the
Employer Securities to the Employer, at any time during two option periods, at
the current fair market value. The first put option period runs for a period of
60 days commencing on the date of distribution of Employer Securities to the
Participant. The second put option period runs for a period of 60 days
commencing in the next Plan Year after the new determination of the fair market
value of Employer Securities by the Plan Administrator and notice to the
Participant of the new fair market value. If a Participant (or Beneficiary)
exercises his/her put option, the Employer must purchase the Employer Securities
at fair market value upon the terms provided under Section 11.04. The Employer
may grant the Trust an option to assume the Employer's rights and obligations at
the time a Participant exercises a put option under this Section 11.01. This
Section 11.01 is subject to the provisons of Section 10.08 of the Plan that
requires a Participant to receive the value of any Employer Securities in cash
due to restrictions in the Employer's charter or bylaws in accordance with Code
Section 409(h)(2).

     11.02 RESTRICTION ON EMPLOYER SECURITIES. Except upon the prior written
consent of the Employer, no Participant (or Beneficiary) may sell, assign, give,
pledge, encumber, transfer or otherwise

                                                                          11.039

<PAGE>

Interim ESOP Document - Plan

dispose of any Employer Securities now owned or subsequently acquired by him/her
without complying with the terms of this Article XI. If a Participant (or a
Beneficiary) pledges or encumbers any Employer Securities without the required
prior written consent, any security holder's rights with respect to such
Employer Securities are subordinate and subject to the rights of the Employer.
This Section 11.02 is subject to the provisons of Section 10.08 of the Plan that
requires a Participant to receive the value of any Employer Securities in cash
due to restrictions in the Employer's charter or bylaws in accordance with Code
Section 409(h)(2).

     11.03 LIFETIME TRANSFER/RIGHT OF FIRST REFUSAL. This Section 11.03 is
subject to the provisons of Section 10.08 of the Plan that requires a
Participant to receive the value of any Employer Securities in cash due to
restrictions in the Employer's charter or bylaws in accordance with Code Section
409(h)(2). If any Participant (or Beneficiary) who receives Employer Securities
under this Plan desires to dispose of any of his/her Employer Securities for any
reason during his/her lifetime (whether by sale, assignment, gift or any other
method of transfer), he/she first must offer the Employer Securities for sale to
the Employer. The Plan Administrator may require a Participant (or a
Beneficiary) entitled to a distribution of Employer Securities to execute an
appropriate stock transfer agreement (evidencing the right of first refusal)
prior to receiving a certificate for Employer Securities.

     In the case of an offer to a Participant (or Beneficiary) by a third party,
the Participant (or Beneficiary) shall provide notice to the Employer of the
offer terms. The Employer's right of first refusal is subject to all the terms
and conditions set forth in Section 11.04, based on the price equal to the fair
market value per share and payable in accordance with the terms of Section
11.04, unless the selling price and terms offered to the Participant by the
third party are more favorable to the Participant than the selling price and
terms of Section 11.04, in which event, the selling price and terms of the offer
of the third party apply. The Employer must give written notice to the
Participant of its exercise of its right of refusal within 14 days after the
Participant has given written notice to the Employer or the Employer's rights
under this Section 11.03 will lapse. The Employer may grant the Trust the option
to assume the Employer's rights and obligations with respect to all or any part
of the Employer Securities subject to this Section 11.03. The Trust is not under
any obligation to purchase at any time Employer Securities from any holder of
Employer Securities upon the happening of any event, except where the Trust
exercises the Employer's rights or assumes the Employer's obligations to
purchase Employer Securities under this Article XI.

11.040

<PAGE>

                                                              ESOP Document-Plan

     11.04 PAYMENT OF PURCHASE PRICE. If the Employer (or the Trustee) will
purchase a Participant's Employer Securities pursuant to Sections 11.01 or
11.03, the purchaser(s) must make payment in lump sum or, if the distribution to
the Participant (or to his/her Beneficiary) constitutes a Total Distribution,
the purchaser(s) may elect to pay in substantially equal installments over a
period not exceeding five years. A "Total Distribution" to a Participant (or to
a Beneficiary) is the distribution within one taxable year of the recipient, of
the entire balance to the Participant's credit under the Plan. In the case of a
Total Distribution with respect to which the purchaser(s) will make installment
payments, the purchaser(s) must make the first installment payment at Closing.
The remaining balance must be evidenced by the purchaser's promissory note,
delivered to the selling Participant at the Closing. The note must bear a
reasonable rate of interest, determined as of the Closing, and the purchaser(s)
must provide adequate security. The note must provide for substantial equal
installments at least annually with interest payable with each installment. The
note further must provide for acceleration in the event of 30 days' default of
the payment on interest or principal and must grant to the maker of the note the
right to prepay the note in whole or in part at any time or times without
penalty; provided however, the purchaser may not have the right to make any
prepayment during the calendar year or fiscal year of the Participant (or
Beneficiary) in which the Closing occurs. This Section 11.03 is subject to the
provisons of Section 10.08 of the Plan that requires a Participant to receive
the value of any Employer Securities in cash due to restrictions in the
Employer's charter or bylaws in accordance with Code Section 409(h)(2).

     11.05 NOTICE. A person has given notice permitted or required under this
Article XI when the person deposits the notice in the United States mail, first
class, postage prepaid, addressed to the person entitled to the notice at the
address currently listed for him/her in the records of the Employer. Any person
affected by this Article XI has the obligation of notifying the Employer of any
change of address.

     11.06 TERMS AND DEFINITIONS. For purposes of this Article XI:

     (a) "Fair market value" means the value of the Employer Securities (i)
     determined as of the date of the exercise of an option if the exercise is
     by a Disqualified Person, or (ii) in all other cases, determined as of the
     most recent Accounting Date. The Plan Administrator must determine fair
     market value of Employer Securities for all purposes of the Plan by
     engaging the services of an independent appraiser. See Section 10.15.

     (b) "Beneficiary" includes the legal representative of a deceased
     Participant.

     (c) "Closing" means the place, date and time ("Closing Date") to which the
     selling Participant (or his/her Beneficiary) and purchaser may agree for
     purposes of a sale and purchase under this Article XI, provided Closing
     must take place not later than 30 days after the exercise of a put option
     under Section 11.01 or of a right of refusal under Section 11.03.

                          * * * * * * * * * * * * * * *

                                   ARTICLE XII
                              TOP-HEAVY PROVISIONS

     12.01 DETERMINATION OF TOP-HEAVY STATUS. If this Plan is the only qualified
plan maintained by the Employer, the Plan is top-heavy for a Plan Year if the
top-heavy ratio as of the Determination Date exceeds 60%. The top-heavy ratio is
a fraction, the numerator of which is the sum of the present value of Account
Balances of all Key Employees as of the Determination Date and the denominator
of which is a similar sum determined for all Employees.

     The Plan Administrator must include in the top-heavy ratio, as part of the
present value of Account Balances, any contribution not made as of the
Determination Date but includible under Code (S)416 and the applicable Treasury
regulations, and distributions made within the Determination Period. The Plan
Administrator must calculate the top-heavy ratio by disregarding the Account
Balance (and distributions, if any, of the Account Balance) of any Non-Key
Employee who was formerly a Key Employee, and by disregarding the Account
Balance (including distributions, if any, of the Account Balance) of an
individual who has not received credit for at least one Hour of Service with the
Employer during the Determination Period. The Plan Administrator must calculate
the top-heavy ratio, including the extent to which it must take into account
distributions, rollovers and transfers, in accordance with Code (S)416 and the
regulations under that Code section.

                                                                          13.041

<PAGE>

     If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan now terminated, this
Plan is top-heavy only if it is part of the Required Aggregation Group, and the
top-heavy ratio for the Required Aggregation Group and for the Permissive
Aggregation Group, if any, each exceeds 60%. The Plan Administrator will
calculate the top-heavy ratio in the same manner as required by the first two
paragraphs of this Section 12.01, taking into account all plans within the
Aggregation Group. To the extent the Plan Administrator must take into account
distributions to a Participant, the Plan Administrator must include
distributions from a terminated plan which would have been part of the Required
Aggregation Group if it were in existence on the Determination Date. The Plan
Administrator will calculate the present value of accrued benefits under defined
benefit plans or undersimplified employee pension plans included within the
group in accordance with the terms of those plans, Code (S)416 and the
regulations under that Code section.

     If a Participant in a defined benefit plan is a Non-Key Employee, the Plan
Administrator will determine his accrued benefit under the accrual method, if
any, which is applicable uniformly to all defined benefit plans maintained by
the Employer or, if there is no uniform method, in accordance with the slowest
accrual rate permitted under the fractional rule accrual method described in
Code (S)411(b)(1)(C). If the Employer maintains a defined benefit plan, the Plan
Administrator will use the actuarial assumptions (interest and mortality only)
stated in that plan to calculate the present value of benefits from that defined
benefit plan. If an aggregated plan does not have a valuation date coinciding
with the Determination Date, the Plan Administrator must value the Account
Balance in the aggregated plan as of the most recent valuation date falling
within the twelve-month period ending on the Determination Date, except as Code
(S)416 and applicable Treasury regulations require for the first and for the
second plan year of a defined benefit plan. The Plan Administrator will
calculate the top-heavy ratio with reference to the Determination Dates that
fall within the same calendar year. The top-heavy provisions of the Plan apply
only for Plan Years in which Code (S)416 requires application of the top-heavy
rules.

     12.02 DEFINITIONS. For purposes of applying the top-heavy provisions of the
     Plan:

     (a) "Compensation" means Compensation as determined under Section 3.06(b)
     and includes Compensation for the entire Plan Year.

     (b) "Determination Date" means for any Plan Year, the Accounting Date of
     the preceding Plan Year or, in the case of the first Plan Year of the Plan,
     the Accounting Date of that Plan Year.

     (c) "Determination Period" means the 5-year period ending on the
     Determination Date.

     (d) "Employer" means the Employer that adopts this Plan and any Related
     Employer.

     (e) "Key Employee" means, as of any Determination Date, any Employee or
     former Employee (or a Beneficiary of such Employee) who, for any Plan Year
     in the Determination Period: (i) has Compensation in excess of 50% of the
     dollar amount prescribed in Code (S)415(b)(1)(A) (relating to defined
     benefit plans) and is an officer of the Employer; (ii) has Compensation in
     excess of the dollar amount prescribed in Code (S)415(c)(1)(A) (relating to
     defined contribution plans), owns a more than 1/2% interest in the Employer
     and is one of the Employees owning the ten largest interests in the
     Employer; (iii) is a more than 5% owner of the Employer; or (iv) is a more
     than 1% owner of the Employer and has Compensation of more than $150,000.
     The constructive ownership rules of Code (S)318 (or the principles of that
     Code section, in the case of an unincorporated Employer,) will apply to
     determine ownership in the Employer. The number of officers taken into
     account under clause (i) will not exceed the greater of 3 or 10% of the
     total number (after application of the Code (S)414(q) exclusions) of
     Employees, but no more than 50 officers. The Plan Administrator will make
     the determination of who is a Key Employee in accordance with Code
     (S)416(i)(1) and the regulations under that Code section.

     (f) "Non-Key Employee" means an Employee who does not meet the definition
     of Key Employee.

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<PAGE>

     (g) "Participant" means any Employee otherwise eligible to participate in
     the Plan but who is not entitled to receive any allocation under the Plan
     (or would have received a lesser allocation) for the Plan Year because of
     his/her Compensation level or because of his/her failure: (i) to make
     elective deferrals under a 401(k) arrangement; (ii) to make Employee
     contributions; or (iii) to complete 1,000 Hours of Service or any other
     service requirement under Section 3.04 as a condition to receive an
     allocation except for employment on the last day of the Plan Year.

     (h) "Permissive Aggregation Group" means the Required Aggregation Group
     plus any other qualified plans maintained by the Employer, but only if such
     group would satisfy in the aggregate the nondiscrimination requirements of
     Code (S)401(a)(4) and the coverage requirements of Code (S)410. The Plan
     Administrator will determine the Permissive Aggregation Group.

     (i) "Required Aggregation Group" means: (i) each qualified plan of the
     Employer in which at least one Key Employee participates at any time during
     the Determination Period (including terminated plans); and (ii) any other
     qualified plan of the Employer which enables a plan described in clause (i)
     to meet the requirements of Code (S)401(a)(4) or of Code (S)410.

     12.03 TOP-HEAVY MINIMUM ALLOCATION. The top-heavy minimum allocation
     requirement applies to the Plan only in a Plan Year for which the Plan is
     top-heavy. If the Plan is top-heavy in any Plan Year:

     (a) Each Non-Key Employee who is a Participant (as described in Section
     12.02(g)) and employed by the Employer on the last day of the Plan Year
     will receive a top-heavy minimum allocation for that Plan Year.

     (b) The top-heavy minimum allocation is the lesser of 3% of the Non-Key
     Employee's Compensation for the entire Plan Year or the highest
     contribution rate for the Plan Year made on behalf of any Key Employee.
     However, if a defined benefit plan maintained by the Employer which
     benefits a Key Employee depends on this Plan to satisfy the
     nondiscrimination rules of Code (S)401(a)(4) or the coverage rules of Code
     (S)410 (or another plan benefiting the Key Employee so depends on such
     defined benefit plan), the top-heavy minimum allocation is 3% of the
     Non-Key Employee's Compensation regardless of the contribution rate for the
     Key Employees.

     12.04 DETERMINING TOP-HEAVY CONTRIBUTION RATES. In determining under
     Section 12.03(b) the highest contribution rate for any Key Employee, the
     Plan Administrator takes into account all Employer contributions (including
     deferral contributions and including matching contributions but not
     including Employer contributions to Social Security) and forfeitures
     allocated to the Participant's Account for the Plan Year, divided by
     his/her Compensation for the entire Plan Year. For purposes of satisfying
     the Employer's top-heavy minimum allocation requirement, the Plan
     Administrator disregards the elective deferrals and matching contributions
     allocated to a Non-Key Employee's Account in determining the Non-Key
     Employee's contribution rate. However, the Plan Administrator operationally
     may include in the contribution rate of a Non-Key Employee any matching
     contributions not necessary to satisfy the nondiscrimination requirements
     of Code (S)401(k) or of Code (S)401(m).

     To determine a Participant's contribution rate, the Plan Administrator must
     treat all qualified top-heavy defined contribution plans maintained by the
     Employer (or by any Related Employer) as a single plan. If, for a Plan
     Year, there are no allocations of Employer contributions or of forfeitures
     for any Key Employee, the Plan does not require any top-heavy minimum
     allocation for the Plan Year, unless a top-heavy minimum allocation applies
     because of the maintenance by the Employer of more than one plan.

     12.05 SATISFACTION OF TOP-HEAVY MINIMUM. The Plan will satisfy the
     top-heavy minimum allocation requirement in accordance with the following
     requirements:

     (a) If the Employer makes any necessary additional contribution to this
     Plan, the Plan Administrator first will allocate the Employer contributions
     (and Participant forfeitures, if any) for the Plan Year in accordance with
     the provisions of Section 3.02. The Employer then will contribute an
     additional amount

                                                                          13.043

<PAGE>

     for the Account of any Participant entitled under Section 12.03 to a
     top-heavy minimum allocation and whose contribution rate for the Plan Year,
     under this Plan and any other plan aggregated under this Section 12.04, is
     less than the top-heavy minimum allocation. The additional amount is the
     amount necessary to increase the Participant's contribution rate to the
     top-heavy minimum allocation. The Plan Administrator will allocate the
     additional contribution to the Account of the Participant on whose behalf
     the Employer makes the contribution.

     (b) If the Employer makes the top-heavy minimum allocation under another
     plan, this Plan does not provide the top-heavy minimum allocation and the
     Plan Administrator will allocate the annual Employer contributions (and
     Participant forfeitures) under the Plan solely in accordance with the
     allocation method under Section 3.02.

                          * * * * * * * * * * * * * * *

                                  ARTICLE XIII
                    EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

     13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the Employer
     does not have any beneficial interest in any asset of the Trust Fund and no
     part of any asset in the Trust Fund may ever revert to or be repaid to the
     Employer, either directly or indirectly; nor, prior to the satisfaction of
     all liabilities with respect to the Participants and their Beneficiaries
     under the Plan, may any part of the corpus or income of the Trust Fund, or
     any asset of the Trust Fund, be (at any time) used for, or diverted to,
     purposes other than the exclusive benefit of the Participants or their
     Beneficiaries and for defraying reasonable expenses of administering the
     Plan.

     13.02 AMENDMENT BY EMPLOYER. The Employer has the right at any time and
     from time to time:

     (a) To amend this document in any manner it deems necessary or advisable in
     order to qualify (or maintain qualification of) this Plan and the Trust
     created under it under the provisions of Code (S)401(a);

     (b) To amend the Plan to allow the Plan to operate under a waiver of the
     minimum funding requirement; and

     (c) To amend the Plan in any other manner.

     An amendment may not authorize or permit any of the Trust Fund (other than
the part required to pay taxes and reasonable administration expenses) to be
used for or diverted to purposes other than for the exclusive benefit of the
Participants, their Beneficiaries or their estates. An amendment may not cause
or permit any portion of the Trust Fund to revert to or become a property of the
Employer.

     The Employer also may not make any amendment which affects the rights,
duties or responsibilities of the Trustee or of the Plan Administrator without
the written consent of the affected Trustee or of the Plan Administrator. The
Employer must make all amendments in writing. Each amendment must state the date
to which it is either retroactively or prospectively effective.

(A) Protected Benefits. An amendment (including the adoption of this Plan as a
restatement of an existing plan) may not decrease a Participant's Account
Balance, except to the extent permitted under Code (S)412(c)(8), and may not
reduce or eliminate Protected Benefits determined immediately prior to the
adoption date (or, if later, the effective date) of the amendment. An amendment
reduces or eliminates Protected Benefits if the amendment has the effect of
either (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury regulations), or (2) except as
provided by Treasury regulations, eliminating an optional form of benefit.

     The Plan Administrator must disregard an amendment to the extent
application of the amendment would fail to satisfy this Section 13.02(A). If the
Plan Administrator must disregard an amendment because the

13.044

<PAGE>

amendment would violate clause (1) or clause (2), the Plan Administrator must
maintain a schedule of the early retirement option or other optional forms of
benefit the Plan must continue for the affected Participants.

     13.03 DISCONTINUANCE. The Employer has the right, at any time, to suspend
or discontinue its contributions under the Plan, and to terminate, at any time,
this Plan and the Trust created and maintained under the Plan. The Plan will
terminate upon the first to occur of the following:

     (a) The date terminated by action of the Employer;

     (b) The dissolution or the merger of the Employer, unless the successor
     makes provision to continue the Plan, in which event the successor must
     substitute itself as the Employer under this Plan. Any termination of the
     Plan resulting from this Paragraph (b) is not effective until compliance
     with any applicable notice requirements under ERISA.

     13.04 FULL VESTING ON TERMINATION. Upon either full or partial termination
of the Plan, or, if applicable, upon complete discontinuance of Employer
contributions to the Plan, an affected Participant's right to his/her Account
Balance is 100% Vested, irrespective of the Vested percentage which otherwise
would apply under Article V.

     13.05 MERGER/DIRECT TRANSFER. The Trustee may not consent to, or be a party
to, any merger or consolidation with another plan, or to a transfer of assets or
liabilities to another plan, unless immediately after the merger, consolidation
or transfer, the surviving Plan provides each Participant a benefit equal to or
greater than the benefit each Participant would have received had the Plan
terminated immediately before the merger or the consolidation or the transfer.
The Trustee, consistent with applicable Code and Treasury Regulation
requirements, possesses the specific authority to enter into merger agreements
or direct transfer of assets agreements with the trustees of other retirement
plans described in Code (S) 401(a), including an elective transfer, and to
accept the direct transfer of plan assets, or to transfer plan assets, as a
party to any such agreement.

     The Trustee may accept a direct transfer of plan assets on behalf of an
Employee prior to the date the Employee satisfies the Plan's eligibility
conditions. If the Trustee accepts such a direct transfer of plan assets, the
Plan Administrator and Trustee must treat the Employee as a Participant for all
purposes of the Plan except the Employee is not a Participant for purposes of
sharing in Employer contributions or in Participant forfeitures under the Plan
until he/she actually becomes a Participant in the Plan. If the Plan receives a
direct transfer (by merger or otherwise) of Elective Contributions (or amounts
treated as Elective Contributions) under a Plan with a 401(k) arrangement, the
distribution restrictions of Code (S)(S) 401(k)(2) and (10) continue to apply to
those transferred Elective Contributions.

     13.06 TERMINATION. Upon termination of the Plan, the distribution
provisions of Article VI remain operative, with the following exceptions:

     (1) if the present value of the Participant's Vested Account Balance does
     not exceed $5,000, the Plan Administrator will direct the Trustee to
     distribute the Participant's Vested Account Balance to him/her in lump sum
     as soon as administratively practicable after the Plan terminates; and

     (2) if the present value of the Participant's Vested Account Balance
     exceeds $5,000, the Participant or the Beneficiary, in addition to the
     distribution events permitted under Article VI, may elect to have the
     Trustee commence distribution of his/her Vested Account Balance as soon as
     administratively practicable after the Plan terminates.

     To liquidate the Trust, the Plan Administrator may purchase a deferred
annuity contract for each Participant which protects the Participant's
distribution rights under the Plan, if the Participant's Vested Account Balance
exceeds $5,000 and the Participant does not elect an immediate distribution
pursuant to Paragraph (2).

                                                                          13.045

<PAGE>

     In lieu of the preceding provisions of this Section 13.06 and the
distribution provisions of Article VI, the Plan Administrator will direct the
Trustee to distribute each Participant's Vested Account Balance, in lump sum, as
soon as administratively practicable after the termination of the Plan,
irrespective of the present value of the Participant's Vested Account and
without a requirement of the Participant's consent to that distribution. This
paragraph does not apply if: (1) the Plan provides an annuity option; or (2) as
of the period between the Plan termination date and the final distribution of
assets, the Employer maintains any other defined contribution plan (other than
an ESOP).

     If the Plan Administrator is unable to locate any Participant or
Beneficiary whose Account becomes distributable upon Plan termination, the Plan
Administrator will apply Section 9.11(B).

The Trust will continue until the Trustee in accordance with the direction of
     the Plan Administrator has distributed all of the benefits under the Plan.
     On each valuation date, the Plan Administrator will credit any part of a
     Participant's Account Balance retained in the Trust with its proportionate
     share of the Trust's income, expenses, gains and losses, both realized and
     unrealized. Upon termination of the Plan, the amount, if any, in a suspense
     account under Article III will revert to the Employer, subject to the
     conditions of the Treasury regulations permitting such a reversion. A
     resolution or amendment to freeze all future benefit accrual but otherwise
     to continue maintenance of this Plan, is not a termination for purposes of
     this Section 13.06.

                          * * * * * * * * * * * * * * *

                                   ARTICLE XIV
                 CODE (S)401(k) AND CODE (S)401(m) ARRANGEMENTS

          14.01 APPLICATION. This Article XIV applies to the Plan'(S)401(k)
     arrangement.


          14.02 CODE (S)401(k) ARRANGEMENT. The Employer will set forth in
     Article III the specific terms of the Code (S)401(k) arrangement under the
     Plan.

          Salary Reduction Arrangement. The Employer elects a salary reduction
     arrangement and any Employee eligible to participate in the Plan may file a
     salary reduction agreement with the Employer. The salary reduction
     agreement may not be effective earlier than the following date which occurs
     last: (i) the Employee's Plan Entry Date (or, in the case of a reemployed
     Employee, his reparticipation date under Article II); (ii) the execution
     date of the Employee's salary reduction agreement; (iii) the date the
     Employer adopts the Code (S)401(k) arrangement by executing the Plan; or
     (iv) the effective date of the Code (S)401(k) arrangement, as specified in
     the Plan. Regarding clause (i), an Employee subject to the Break in Service
     rule of Section 2.03(B) of the Plan may not enter into a salary reduction
     agreement until the Employee has completed a sufficient number of Hours of
     Service to receive credit for a Year of Service (as defined in Section
     2.02) following his reemployment commencement date. A salary reduction
     agreement must specify the amount of Compensation (as defined in Section
     1.12) or percentage of Compensation the Employee wishes to defer. The
     salary reduction agreement will apply only to Compensation which becomes
     currently available to the Employee after the effective date of the salary
     reduction agreement. The Employer will apply a reduction election to all
     Compensation (and to increases in such Compensation) unless the Employee
     specifies in his salary reduction agreement to limit the election to
     certain Compensation. The Employer will specify in Article III the rules
     and restrictions applicable to the Employees salary reduction agreements.

          14.03 DEFINITIONS. For purposes of this Article XIV:

13.046

<PAGE>

          (a)  "Highly Compensated Employee" means an Eligible Employee who
          satisfies the definition in Section 1.16 of the Plan.

          (b)  "Nonhighly Compensated Employee" means an Eligible Employee who
          is not a Highly Compensated Employee.

          (c)  "Eligible Employee" means, for purposes of the ADP test described
          in Section 14.08, an Employee who is eligible to enter into a salary
          reduction agreement for the Plan Year, irrespective of whether he
          actually enters into such an agreement. For purposes of the ACP test
          described in Section 14.09, an "Eligible Employee" means a Participant
          who is eligible to receive an allocation of matching contributions (or
          would be eligible if he made the type of contributions necessary to
          receive an allocation of matching contributions) and a Participant who
          is eligible to make Employee contributions, irrespective of whether he
          actually makes Employee contributions. An Employee continues to be an
          Eligible Employee during a period the Plan suspends the Employee's
          right to make elective deferrals or Employee contributions following a
          hardship distribution.

          (d)  "Highly Compensated Group" means the group of Eligible Employees
          who are Highly Compensated Employees for the Plan Year.

          (e)  "Nonhighly Compensated Group" means the group of Eligible
          Employees who are Nonhighly Compensated Employees for the Plan Year.

          (f)  "Compensation" means, except as otherwise provided in this
          Article XIV, Compensation as defined for nondiscrimination purposes in
          Section 1.06(C) of the Plan. To compute an Employee's ADP or ACP, the
          Employer may limit Compensation taken into account to Compensation
          received only for the portion of the Plan Year in which the Employee
          was an Eligible Employee and only for the portion of the Plan Year in
          which the Plan or the Code (S) 401(k) arrangement was in effect.

          (g)  "Deferral contributions" are Salary Reduction Contributions the
          Employer contributes to the Trust on behalf of an Eligible Employee.
          For Salary Reduction Contributions, the terms "deferral contributions"
          and "elective deferrals" have the same meaning.

          (h)  "Elective deferrals" are all Salary Reduction Contributions and
          that portion of any Cash or Deferred Contribution which the Employer
          contributes to the Trust at the election of an Eligible Employee. Any
          portion of a Cash or Deferred Contribution contributed to the Trust
          because of the Employee's failure to make a cash election is an
          elective deferral. However, any portion of a Cash or Deferred
          Contribution over which the Employee does not have a cash election is
          not an elective deferral. Elective deferrals do not include amounts
          which have become currently available to the Employee prior to the
          election nor amounts designated as nondeductible contributions at the
          time of deferral or contribution.

          (i)  "Matching contributions" are contributions made by the Employer
          on account of elective deferrals under a Code (S) 401(k) arrangement
          or on account of employee contributions. Matching contributions also
          include Participant forfeitures allocated on account of such elective
          deferrals or employee contributions.

                                                                          13.047

<PAGE>

          (j)  "Nonelective contributions" are contributions made by the
          Employer which are not subject to a deferral election by an Employee
          and which are not matching contributions.

          (k)  "Qualified matching contributions" are matching contributions
          which are 100% Vested at all times and which are subject to the
          distribution restrictions described in paragraph (m). Matching
          contributions are not 100% Vested at all times if the Employee has a
          100% Vested interest because of his Years of Service taken into
          account under a vesting schedule. Any matching contributions allocated
          to a Participant's Qualified Matching Contributions Account under the
          Plan automatically satisfy the definition of qualified matching
          contributions.

          (l)  "Qualified nonelective contributions" are nonelective
          contributions which are 100% Vested at all times and which are subject
          to the distribution restrictions described in paragraph (m).
          Nonelective contributions are not 100% Vested at all times if the
          Employee has a 100% Vested interest because of his Years of Service
          taken into account under a vesting schedule. Any nonelective
          contributions allocated to a Participant's Qualified Nonelective
          Contributions Account under the Plan automatically satisfy the
          definition of qualified nonelective contributions.

          (m)  "Distribution restrictions" means the Employee may not receive a
          distribution of the specified contributions (nor earnings on those
          contributions) except in the event of (1) the Participant's death,
          disability, Separation from Service (which for purposes of this
          section (m), means as the Plan Administrator determines under
          applicable Revenue Service guidance, including the "same desk" rule
          and Revenue Procedure 2000-27 with respect to certain asset sale
          transactions) or attainment of age 59 1/2, (2) financial hardship
          satisfying the requirements of Code (S) 401(k) and the applicable
          Treasury regulations, (3) a plan termination, without establishment of
          a successor defined contribution plan (other than an ESOP), (4) a sale
          by a corporate Employer of substantially all of the assets (within the
          meaning of Code (S) 409(d)(2)) used in a trade or business of the
          Employer, to another corporation, but only to an employee who
          continues employment with the corporation acquiring those assets, or
          (5) a sale by a corporation of its interest in a subsidiary (within
          the meaning of Code (S) 409(d)(3)), but only to an employee who
          continues employment with the subsidiary. A distribution described in
          clause (3), (4) or (5) must be a lump sum distribution, as required
          under Code (S) 401(k)(10).

          (n)  "Employee contributions" are nondeductible contributions made by
          a Participant and designated, at the time of contribution, as an
          Employee contribution. Elective deferrals and deferral contributions
          are not employee contributions. Participant nondeductible
          contributions, made pursuant to Section 4.01 of the Plan, are employee
          contributions.

          (o)  "Prior Year Testing" means for purposes of the ADP test described
          in Section 14.08 and the ACP test described in Section 14.09, the use
          of data from the Plan Year immediately prior to the testing year in
          determining the ADP or ACP for the Nonhighly

13.048

<PAGE>

                  Compensated Group.

                  (p)  "Regular Matching Contributions" are matching
                  contributions which are not qualified matching contributions.

                  (q)  "Salary reduction agreement" is a written election by a
                  Participant to make salary reduction contributions as
                  described in Section 14.02.

                  (r)  "Salary reduction contributions" mean Employer
                  contributions elected by a Participant to be made from the
                  Participant's Compensation pursuant to a salary reduction
                  agreement and which the Plan Administrator must allocate to
                  the electing Participant's Account.

                  (s)  "Testing year" means for purposes of the ADP test
                  described in Section 14.08 and the ACP test described in
                  Section 14.09, the Plan Year for which the ADP and ACP test is
                  being performed.

                  14.04  MATCHING CONTRIBUTIONS. The Employer provides in
         Section 3.01 for matching contributions.

                  14.05  TIME OF PAYMENT OF CONTRIBUTIONS. The Employer must
         make Salary Reduction Contributions to the Trust within an
         administratively reasonable period of time after withholding the
         corresponding Compensation from the Participant. Furthermore, the
         Employer must make Salary Reduction Contributions, Employer matching
         contributions (including qualified Employer matching contributions) and
         qualified Employer nonelective contributions no later than the time
         prescribed by the Code or by applicable Treasury regulations. Salary
         Reduction Contributions are Employer contributions for all purposes
         under this Plan, except to the extent the Code or Treasury regulations
         prohibit the use of these contributions to satisfy the qualification
         requirements of the Code.

                  14.06  SPECIAL ALLOCATION PROVISIONS - DEFERRAL CONTRIBUTIONS,
         MATCHING CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make
         allocations under the Plan, the Plan Administrator must establish a
         Deferral Contributions Account, a Qualified Matching Contributions
         Account, a Regular Matching Contributions Account, a Qualified
         Nonelective Contributions Account and an Employer Contributions Account
         for each Participant.

         (A)      Deferral contributions. The Plan Administrator will allocate
         to each Participant's Deferral Contributions Account the amount of
         Deferral Contributions the Employer makes to the Trust on behalf of the
         Participant. The Plan Administrator will make this allocation as of the
         last day of each Plan Year unless the Employer elects more frequent
         allocation dates for salary reduction contributions as it may determine
         to be appropriate and consistent with the Plan terms, including those
         providing for allocation of net income, gain or loss.

         (B)      Matching contributions. The Employer must specify in Article
         III whether it will allocate matching contributions to the Qualified
         Matching Contributions Account or to the Regular Matching Contributions
         Account of each Participant. The Employer will make this allocation as
         of the last day of each Plan Year unless the Employer elects more
         frequent allocation dates for matching contributions as it may
         determine to be appropriate and consistent

                                                                          13.049

<PAGE>

         with the Plan terms, including those providing for allocation of net
         income, gain or loss. The Employer may not allocate any matching
         contributions with respect to deferral contributions that are excess
         deferrals under Section 14.07. For this purpose: (a) excess deferrals
         relate first to deferral contributions for the Plan Year not otherwise
         eligible for a matching contribution; and (b) if the Plan Year is not a
         calendar year, the excess deferrals for a Plan Year are the last
         elective deferrals made for a calendar year. The Employer may not
         allocate a matching contribution to a Participant's Account to the
         extent the matching contributions exceeds the Participant's Annual
         Additions limitation in Article III. The provisions of Article III
         govern the treatment of any matching contributions the Employer
         allocates contrary to this section and the Employer will calculate a
         Participant's ACP under Section 14.09 by disregarding the forfeiture.

         (1)      To the extent the Employer makes matching contributions under
                  a fixed matching contribution formula, the Employer will
                  allocate the matching contribution to the Account of the
                  Participant on whose behalf the Employer makes that
                  contribution. A fixed matching contribution formula is a
                  formula under which the Employer contributes a certain
                  percentage or dollar amount on behalf of a Participant based
                  on that Participant's deferral contributions or nondeductible
                  contributions eligible for a match, as specified in Article
                  III of the Plan. The Employer may contribute on a
                  Participant's behalf under a specific matching contribution
                  formula only if the Participant satisfies the accrual
                  requirements for matching contributions specified in Section
                  3.06 of the Plan and only to the extent the matching
                  contribution does not exceed the Participant's annual
                  additions limitation in Article III.

         (2)      To the extent the Employer makes matching contributions under
                  a discretionary formula, the Employer will allocate the
                  discretionary matching contributions to the Account of each
                  Participant who satisfies the accrual requirements for
                  matching contributions specified in Section 3.06 of the Plan.
                  The allocation of discretionary matching contributions to a
                  Participant's Account is in the same proportion that each
                  Participant's eligible contributions bear to the total
                  eligible contributions of all Participants. "Eligible
                  contributions" are the Participant's deferral contributions
                  eligible for an allocation of matching contributions, as
                  specified in Article III of the Plan.

                  If the matching contribution formula applies both to deferral
         contributions and to Employee contributions, the matching contributions
         apply first to deferral contributions.

         (C)      Qualified nonelective contributions. If the Employer, at the
         time of contribution, designates a contribution to be a qualified
         nonelective contribution for the Plan Year, the Employer will allocate
         that qualified nonelective contribution to the Qualified Nonelective
         Contributions Account of each Participant eligible for an allocation of
         that designated contribution, as specified in Article III of the Plan.

         (D)      Nonelective contributions. To the extent the Employer makes
         nonelective contributions for the Plan Year which, at the time of
         contribution, it does not designate as qualified nonelective
         contributions, the Employer will allocate those contributions in
         accordance with Article II of the Plan. For purposes of the
         nondiscrimination tests described in Sections 14.08, 14.09 and 14.10,
         the Employer may treat nonelective contributions allocated under this
         paragraph as qualified nonelective contributions, if the contributions
         otherwise satisfy the definition of qualified nonelective
         contributions.

13.050

<PAGE>

                  14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

         (A)      Annual Elective Deferral Limitation. An Employee's elective
         deferrals for a calendar year may not exceed the 402(g) limitation. The
         402(g) limitation is the greater of $7,000 or the adjusted amount
         determined by the Secretary of the Treasury. If, pursuant to a salary
         reduction agreement, the Employer determines the Employee's elective
         deferrals to the Plan for a calendar year would exceed the 402(g)
         limitation, the Employer will suspend the Employee's salary reduction
         agreement, if any, until the following January 1 and pay in cash the
         portion of deferral election which would result in the Employee's
         elective deferrals for the calendar year exceeding the 402(g)
         limitation. If the Employer determines an Employee's elective deferrals
         already contributed to the Plan for a calendar year exceed the 402(g)
         limitation, the Employer will distribute the amount in excess of the
         402(g) limitation (the "excess deferral"), as adjusted for allocable
         income under Section 14.07(C), no later than April 15 of the following
         calendar year. If the Employer distributes the excess deferral by the
         appropriate April 15, the excess deferral is not an Annual Addition
         under Article III, and it may make the distribution irrespective of any
         other provision under this Plan or under the Code. The Employer will
         reduce the amount of excess deferrals for a calendar year distributable
         to the Employee by the amount of excess contributions (as determined in
         Section 14.08), if any, previously distributed to the Employee for the
         Plan Year beginning in that calendar year. Elective Deferrals
         distributed to an Employee as excess Annual Additions in accordance
         with Article III are not taken into account under the Employee's 402(g)
         limitation.

         (B)      More than One Plan. If an Employee participates in another
         plan subject to the 401(g) limitation under which he makes elective
         deferrals pursuant to a Code (S)401(k) arrangement, elective deferrals
         under a Simplified Employee Pension, elective contributions under a
         SIMPLE IRA or salary reduction contributions to a tax-sheltered
         annuity, irrespective of whether the Employer maintains the other plan,
         he may provide the Employer a written claim for excess deferrals made
         for a calendar year. The Employee must submit the claim no later than
         the March 1 following the close of the particular calendar year and the
         claim must specify the amount of the Employee's elective deferrals
         under this Plan which are excess deferrals. If the Employer receives a
         timely claim, it will distribute the excess deferral (as adjusted for
         allocable income) the Employee has assigned to this Plan, in accordance
         with the distribution procedure described in Section 14.07(A).

         (C)      Allocable income. For purposes of making a distribution of
         excess deferrals pursuant to this Section 14.07, allocable income means
         net income or net loss allocable to the excess deferrals for the
         calendar year (but not beyond the calendar year) in which the Employee
         made the excess deferral, determined in a manner which is uniform,
         nondiscriminatory and reasonably reflective of the manner used by the
         Plan to allocate income to Participants' Accounts.

                  14.08  ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan
         Year, the Employer must determine whether the Plan's Code (S)401(k)
         arrangement satisfies either of the following ADP tests:

                  (i) The average ADP for the Highly Compensated Group does not
                  exceed 1.25 times the average ADP of the Nonhighly Compensated
                  Group; or

                  (ii) The average ADP for the Highly Compensated Group does not
                  exceed the average ADP for the Nonhighly Compensated Group by
                  more than two percentage points (or the lesser percentage
                  permitted by the multiple use limitation in Section 14.10) and
                  the average ADP for the Highly Compensated Group is not more
                  than twice the average

                                                                          13.051

<PAGE>

                  ADP for the Nonhighly Compensated Group.

         (A)      Calculation of ADP. The average ADP for a group is the average
         of the separate ADPs calculated for each Eligible Employee who is a
         member of that group. An Eligible Employee's ADP for a Plan Year is the
         ratio of the Eligible Employee's deferral contributions for the Plan
         Year to the Employee's Compensation for the Plan Year. In determining
         the ADP, the Employer must include any Highly Compensated Employee's
         excess deferrals, as described in Section 14.07(A), to this plan or any
         other Plan of the Employer. A Nonhighly Compensated Employee's ADP does
         not include elective deferrals made to this Plan or to any other Plan
         maintained by the Employer, to the extent such elective deferrals
         exceed the 402(g) limitation described in Section 14.07(A).

                  The Employer, in a manner consistent with Treasury
         regulations, may determine the ADPs of the Eligible Employees by taking
         into account qualified nonelective contributions or qualified matching
         contributions, or both, made to this Plan or to any other qualified
         Plan maintained by the Employer. The Employer may not include qualified
         nonelective contributions in the ADP test unless the allocation of
         nonelective contributions is nondiscriminatory when the Employer takes
         into account all nonelective contributions (including the qualified
         nonelective contributions) and also when the Employer takes into
         account only the nonelective contributions not used in either the ADP
         test described in this Section 14.08 or the ACP test described in
         Section 14.09. For Plan Years beginning after December 31, 1989, the
         Advisory Committee may not include in the ADP test any qualified
         nonelective contributions or qualified matching contributions under
         another qualified plan unless that plan has the same plan year as this
         Plan. The Advisory Committee must maintain records to demonstrate
         compliance with the ADP test, including the extent to which the Plan
         used qualified nonelective contributions or qualified matching
         contributions to satisfy the test. The Employer, under prior year
         testing, may include qualified nonelective contributions or qualified
         matching contributions in determining the Nonhighly Compensated
         Employee ADP only if the Employer makes such contribution to the Plan
         by the end of the testing year and allocates the contribution to the
         prior Plan Year. In determining whether the Plan's 401(k) arrangement
         satisfies either ADP test, the Employer will use current year testing.
         An Employer may not change from current year testing to prior year
         testing except as provided in the Code and other applicable guidance.

         (B)      Special aggregation rule for Highly Compensated Employees. To
         determine the ADP of any Highly Compensated Employee, the deferral
         contributions taken into account must include any elective deferrals
         made by the Highly Compensated Employee under any other Code (S)401(k)
         arrangement maintained by the Employer, unless the elective deferrals
         are to an ESOP. If the plans containing the Code (S)401(k) arrangements
         have different plan years, the Employer will determine the combined
         deferral contributions on the basis of the plan years ending in the
         same calendar year.

         (C) Aggregation of certain Code (S)401(k) arrangements. If the Employer
         treats two plans as a unit for coverage or nondiscrimination purposes,
         the Employer must combine the Code (S)401(k) arrangements under such
         plans to determine whether either plan satisfies the ADP test. This
         aggregation rule applies to the ADP determination for all Eligible
         Employees, irrespective of whether an Eligible Employee is a Highly
         Compensated Employee or a Nonhighly Compensated Employee. The Employer
         may aggregate (S)401(k) arrangements under this paragraph only if the
         plans which have the same plan years and use the same testing methods.
         An Employer may not aggregate an ESOP (or the ESOP portion of a plan)
         with a non-ESOP plan (or non-ESOP portion of a plan). If the Employer
         aggregating 401(k) arrangements under this section is using prior year
         testing, the Employer must adjust the Nonhighly Compensated

13.052

<PAGE>

     Group ADP for the prior year as provided in the Code or in other applicable
     guidance.

     (D)   Characterization of excess contributions. If, pursuant to this
     Section 14.08, the Employer has elected to include qualified matching
     contributions in the ADP test, the excess contributions are attributable
     proportionately to deferral contributions and to qualified matching
     contributions allocated on the basis of those deferral contributions. The
     Employer will reduce the amount of excess contributions for a Plan Year
     distributable to a Highly Compensated Employee by the amount of excess
     deferrals (as determined in Section 14.07), if any, previously distributed
     to that Employee for the Employee's taxable year ending in that Plan Year.

     (E)   Distribution of excess contributions. If the Employer determines the
     Plan fails to satisfy the ADP test for a Plan Year, it must direct the
     Trustee to distribute the excess contributions, as adjusted for allocable
     income, during the next Plan Year. However, the Employer may incur an
     excise tax equal to 10% of the amount of excess contributions for a Plan
     Year not distributed to the appropriate Highly Compensated Employees during
     the first 2 1/2 months of that next Plan Year. The excess contributions are
     the amount of deferral contributions made by the Highly Compensated
     Employees which causes the Plan to fail to satisfy the ADP test. The
     Employer will distribute to each Highly Compensated Employee his respective
     share of the excess contributions. The Employer will determine the
     respective shares of excess contributions by starting with the Highly
     Compensated Employee(s) who has the greatest deferral percentage, reducing
     his deferral percentage (but not below the next highest deferral
     percentage), then, if necessary, reducing the deferral percentage of the
     Highly Compensated Employee(s) at the next highest deferral percentage
     level, including the deferral percentage of the Highly Compensated
     Employee(s) whose deferral percentage the Employer already has reduced (but
     not below the next highest deferral percentage), and continuing in this
     manner until the ADP for the Highly Compensated Group satisfies the ADP
     test.

           After the Employer has determined the total excess contribution
     amount, the Trustee, as directed by the Employer, then will distribute to
     each Highly Compensated Employee his/her respective share of the excess
     contributions. The Employer will determine each Highly Compensated
     Employee's share of the excess contributions by starting with the Highly
     Compensated Employee(s) who has the highest dollar amount of elective
     deferrals, reducing his/her elective deferrals (but not below the next
     highest dollar amount of elective deferrals), then, if necessary, reducing
     the elective deferrals of the Highly Compensated Employee(s) at the next
     highest dollar amount of elective deferrals including the elective
     deferrals of the Highly Compensated Employee(s) whose elective deferrals
     the Employer already has reduced (but not below the next highest dollar
     amount of elective deferrals), and continuing in this manner until the
     Trustee has distributed all excess contributions.

     (F)   Allocable income. To determine the amount of the corrective
     distribution required under this Section 14.08, the Employer must calculate
     the allocable income for the Plan Year (but not beyond the Plan Year) in
     which the excess contributions arose. "Allocable income" means net income
     or net loss. To calculate allocable income for the Plan Year, the Employer
     will use a uniform and nondiscriminatory method which reasonably reflects
     the manner used by the Plan to allocate income to Participants' Accounts.

           14.09 ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST. For each Plan Year,
     the Employer must determine whether the annual Employer matching
     contributions (other than qualified matching contributions used in the ADP
     under Section 14.08), if any, and the Employee contributions, if any,
     satisfy either of the following average contribution percentage ("ACP")
     tests:

                                                                          13.053

<PAGE>

           (i)    The ACP for the Highly Compensated Group does not exceed 1.25
           times the ACP of the Nonhighly Compensated Group; or

           (ii)   The ACP for the Highly Compensated Group does not exceed the
           ACP for the Nonhighly Compensated Group by more than two percentage
           points (or the lesser percentage permitted by the multiple use
           limitation in Section 14.10) and the ACP for the Highly Compensated
           Group is not more than twice the ACP for the Nonhighly Compensated
           Group.

     (A)   Calculation of ACP. The average contribution percentage for a group
     is the average of the separate contribution percentages calculated for each
     Eligible Employee who is a member of that group. An Eligible Employee's
     contribution percentage for a Plan Year is the ratio of the Eligible
     Employee's aggregate contributions for the Plan Year to the Employee's
     Compensation for the Plan Year. "Aggregate contributions" are Employer
     matching contributions (other than qualified matching contributions used in
     the ADP test under Section 14.08) and employee contributions (as defined in
     Section 14.03).

           The Employer, in a manner consistent with Treasury regulations, may
     determine the contribution percentages of the Eligible Employees by taking
     into account qualified nonelective contributions (other than qualified
     nonelective contributions used in the ADP test under Section 14.08) or
     elective deferrals, or both, made to this Plan or to any other qualified
     Plan maintained by the Employer. The Employer may not include qualified
     nonelective contributions in the ACP test unless the allocation of
     nonelective contributions is nondiscriminatory when the Advisory Committee
     takes into account all nonelective contributions (including the qualified
     nonelective contributions) and also when the Advisory Committee takes into
     account only the nonelective contributions not used in either the ADP test
     described in Section 14.08 or the ACP test described in this Section 14.09.
     The Employer may not include elective deferrals in the ACP test, unless the
     Plan which includes the elective deferrals satisfies the ADP test both with
     and without the elective deferrals included in this ACP test. For Plan
     Years beginning after December 31, 1989, the Employer may not include in
     the ACP test any qualified nonelective contributions or elective deferrals
     under another qualified plan unless that plan has the same plan year as
     this Plan. The Employer must maintain records to demonstrate compliance
     with the ACP test, including the extent to which the Plan used qualified
     nonelective contributions or qualified matching contributions to satisfy
     the test. The Employer, under prior year testing, may include qualified
     nonelective contributions or qualified matching contributions in
     determining the Nonhighly Compensated Employee ACP only if the Employer
     makes such contribution to the Plan by the end of the testing year and
     allocates the contribution to the prior Plan Year. In determining whether
     the Plan's 401(m) arrangement satisfies either ACP test, the Employer will
     use current year testing. An Employer may not change from current year
     testing to prior year testing except as provided in the Code and other
     applicable guidance.

     (B)   Special aggregation rule for Highly Compensated Employees. To
     determine the contribution percentage of any Highly Compensated Employee,
     the aggregate contributions taken into account must include any matching
     contributions (other than qualified matching contributions used in the ADP
     test) and any Employee contributions made on his/her behalf to any other
     plan maintained by the Employer, unless the other plan is an ESOP. If the
     plans have different plan years, the Advisory Committee will determine the
     combined aggregate contributions on the basis of the plan years ending in
     the same calendar year.

13.054

<PAGE>

     (C)   Aggregation of certain 401(m) arrangements. If the Employer treats
     two plans as a unit for coverage or nondiscrimination purposes, the
     Employer must combine 401(m) arrangements to determine whether the plans
     satisfy the ACP test. This aggregation rule applies to the ACP
     determination for all Eligible Employees, irrespective of whether an
     Eligible Employee is a Highly Compensated Employee or a Nonhighly
     Compensated Employee. An aggregation of plans under this paragraph does not
     apply to plans which have different plan years or use different testing
     methods. The Employer may not aggregate an ESOP (or the ESOP portion of a
     plan) with a non-ESOP plan (or non-ESOP portion of a plan). If the Employer
     aggregating 401(m) arrangements under this paragraph is using prior year
     testing, the Employer must adjust the Nonhighly Compensated Group ACP for
     the prior year as provided in the Code or in other applicable guidance.

     (D)   Distribution of excess aggregate contributions. The Employer will
     determine excess aggregate contributions after determining excess deferrals
     under Section 14.07 and excess contributions under Section 14.08. If the
     Employer determines the Plan fails to satisfy the ACP test for a Plan Year,
     the Trustee, as directed by the Employer, must distribute the excess
     aggregate contributions, as adjusted for allocable income, during the next
     Plan Year. However, the Employer may incur an excise tax with respect to
     the amount of excess aggregate contributions for a Plan Year not
     distributed to the appropriate Highly Compensated Employees during the
     first 2 1/2 months of that next Plan Year. The excess aggregate
     contributions are the amount of aggregate contributions allocated on behalf
     of the Highly Compensated Employees which causes the Plan to fail the ACP
     test. The Employer will determine the respective shares of excess aggregate
     contributions by starting with the Highly Compensated Employee(s) who has
     the greatest contribution percentage, reducing his contribution percentage
     (but not below the next highest contribution percentage), then, if
     necessary, reducing the contribution percentage of the Highly Compensated
     Employee(s) at the next highest contribution percentage level (including
     the contribution percentage of the Highly Compensated Employee(s) whose
     contribution percentage the Employer already has reduced), and continuing
     in this manner until the ACP for the Highly Compensated Group satisfies the
     ACP test. The Employer will distribute to each Highly Compensated Employee
     his respective share of the excess aggregate contributions. The Employer
     will determine the respective shares of excess aggregate contributions by
     starting with the Highly Compensated Employee(s) who has the greatest
     contribution percentage, reducing his contribution percentage (but not
     below the next highest contribution percentage), then, if necessary,
     reducing the contribution percentage of the Highly Compensated Employee(s)
     at the next highest contribution percentage level, including the
     contribution percentage of the Highly Compensated Employee(s) whose
     contribution percentage the Employer already has reduced (but not below the
     next highest contribution percentage), and continuing in this manner until
     the ACP for the Highly Compensated Group satisfies the ACP test.

           After the Employer has determined the total excess aggregate
     contribution amount, the Trustee, as directed by the Employer, then will
     distribute (to the extent vested) to each Highly Compensated Employee
     his/her respective share of the excess aggregate contributions. The
     Employer will determine each Highly Compensated Employee's share of the
     excess aggregate contributions by starting with the Highly Compensated
     Employee(s) who has the highest dollar amount of aggregate contributions,
     reducing his/her aggregate contributions (but not below the next highest
     dollar amount of aggregate contributions), then, if necessary, reducing the
     aggregate contributions of the Highly Compensated Employee(s) at the next
     highest dollar amount of aggregate contributions including the aggregate
     contributions of the Highly Compensated Employee(s) whose aggregate
     contributions the Employer already has reduced (but not below

                                                                          13.055

<PAGE>

     the next highest dollar amount of aggregate contributions), and continuing
     in this manner until the Trustee has distributed all excess aggregate
     contributions.

     (E)   Allocable income. To determine the amount of the corrective
     distribution required under this Section 14.09, the Employer must calculate
     the allocable income for the Plan Year (but not beyond the Plan Year) in
     which the excess aggregate contributions arose. "Allocable income" means
     net income or net loss. The Employer will determine allocable income in the
     same manner as described in Section 14.08(F) for excess contributions.

     (F)   Characterization of excess aggregate contributions. The Employer will
     treat a Highly Compensated Employee's allocable share of excess aggregate
     contributions in the following priority: (1) first as attributable to his
     Employee contributions, if any; (2) then as matching contributions
     allocable with respect to excess contributions determined under the ADP
     test described in Section 14.08; (3) then on a pro rata basis to matching
     contributions and to the deferral contributions relating to those matching
     contributions which the Employer has included in the ACP test; and (4) last
     to qualified nonelective contributions used in the ACP test. To the extent
     the Highly Compensated Employee's excess aggregate contributions are
     attributable to matching contributions, and he/she is not 100% vested in
     his Account Balance attributable to matching contributions, the Employer
     will distribute only the vested portion and forfeit the nonvested portion.
     The vested portion of the Highly Compensated Employee's excess aggregate
     contributions attributable to Employer matching contributions is the total
     amount of such excess aggregate contributions (as adjusted for allocable
     income) multiplied by his/her vested percentage (determined as of the last
     day of the Plan Year for which the Employer made the matching
     contribution).

           14.10 MULTIPLE USE LIMITATION. If at least one Highly Compensated
     Employee is includible in the ADP test under Section 14.08 and in the ACP
     test under Section 14.09, the sum of the Highly Compensated Group's ADP and
     ACP may not exceed the multiple use limitation.

           The multiple use limitation is the sum of (i) and (ii):

           (i)    125% of the greater of: (a) the ADP of the Nonhighly
           Compensated Group for the prior Plan Year; or (b) the ACP of the
           Nonhighly Compensated Group for the Plan Year beginning with or
           within the prior Plan Year of the Code (S)401(k) arrangement.

           (ii)   2% plus the lesser of (i)(a) or (i)(b), but no more than twice
           the lesser of (i)(a) or (i)(b).

           The Employer, in lieu of determining the multiple use limitation as
     the sum of (i) and (ii), may elect to determine the multiple use limitation
     as the sum of (iii) and (iv):

           (iii)  125% of the lesser of: (a) the ADP of the Nonhighly
           Compensated Group for the prior Plan Year; or (b) the ACP of the
           Nonhighly Compensated Group for the Plan Year beginning with or
           within the prior Plan Year of the Code (S)401(k) arrangement.

           (iv)   2% plus the greater of (iii)(a) or (iii)(b), but no more than
           twice the greater of (iii)(a) or (iii)(b).

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<PAGE>

               The Employer elects to use current year testing, therefore, the
          multiple use limitation is calculated using the Nonhighly Compensated
          Group's current Plan Year data. The Employer will determine whether
          the Plan satisfies the multiple use limitation after applying the ADP
          test under Section 14.08 and the ACP test under Section 14.09 and
          using the deemed maximum corrected ADP and ACP percentages in the
          event the Plan failed either or both tests. If, after applying this
          Section 14.10, the Employer determines the Plan has failed to satisfy
          the multiple use limitation, the Employer will correct the failure by
          treating the excess amount as excess contributions under Section 14.08
          or as excess aggregate contributions under Section 14.09, as it
          determines in its sole discretion. This Section 14.10 does not apply
          unless, prior to application of the multiple use limitation, the ADP
          and the ACP of the Highly Compensated Group each exceeds 125% of the
          respective percentages for the Nonhighly Compensated Group.

               14.11 DISTRIBUTION RESTRICTIONS. The distribution events in
          Article VI applicable to the Participant's Deferral Contributions
          Account, Qualified Nonelective Contributions Account and Qualified
          Matching Contributions Account must satisfy the distribution
          restrictions described in paragraph (m) of Section 14.03.

          (A)  Hardship distributions from Deferral Contributions Account. The
          Employer elects not to permit a Participant to receive hardship
          distributions from his Deferral Contributions Account prior to the
          Participant's Separation from Service. If the Employer later elects to
          permit such Hardship distributions from the Deferral Contributions
          Account, then such distributions must satisfy the requirements of this
          Section 14.11. A hardship distribution option may not apply to the
          Participant's Qualified Nonelective Contributions Account or Qualified
          Matching Contributions Account.

               (1)   Definition of hardship. A hardship distribution under this
          Section 14.11 must be on account of one or more of the following
          immediate and heavy financial needs: (1) medical care described in
          Code ss.213(d) incurred by the Participant, by the Participant's
          spouse, or by any of the Participant's dependents, or necessary to
          obtain such medical care; (2) the purchase (excluding mortgage
          payments) of a principal residence for the Participant; (3) the
          payment of post-secondary education tuition and related educational
          fees, for the next 12-month period, for the Participant, for the
          Participant's spouse, or for any of the Participant's dependents (as
          defined in Code ss.152); (4) to prevent the eviction of the
          Participant from his principal residence or the foreclosure on the
          mortgage of the Participant's principal residence; or (5) any need
          prescribed by the Revenue Service in a revenue ruling, notice or other
          document of general applicability which satisfies the safe harbor
          definition of hardship.

               (2)   Restrictions. The following restrictions apply to a
          Participant who receives a hardship distribution: (a) the Participant
          may not make elective deferrals or employee contributions to the Plan
          for the 12-month period following the date of his hardship
          distribution; (b) the distribution is not in excess of the amount of
          the immediate and heavy financial need (including any amounts
          necessary to pay any federal, state or local income taxes or penalties
          reasonably anticipated to result from the distribution); (c) the
          Participant must have obtained all distributions, other than hardship
          distributions, and all nontaxable loans (determined at the time of the
          loan) currently available under this Plan and all other qualified
          plans maintained by the Employer; and (d) the Participant agrees to
          limit elective deferrals under this Plan and under any other qualified
          Plan maintained by the Employer, for the Participant's taxable year
          immediately following the taxable year of the hardship distribution,
          to the 402(g) limitation (as described in Section 14.07), reduced by
          the amount of the Participant's elective deferrals made in the taxable

                                                                          13.057

<PAGE>

          year of the hardship distribution. The suspension of elective
          deferrals and employee contributions described in clause (a) also must
          apply to all other qualified plans and to all nonqualified plans of
          deferred compensation maintained by the Employer, other than any
          mandatory employee contribution portion of a defined benefit plan,
          including stock option, stock purchase and other similar plans, but
          not including health or welfare benefit plans (other than the cash or
          deferred arrangement portion of a cafeteria plan).

               (3)   Earnings. For Plan Years beginning after December 31, 1988,
          a hardship distribution under this Section 14.11 may not include
          earnings on an Employee's elective deferrals credited after December
          31, 1988. Qualified matching contributions and qualified nonelective
          contributions, and any earnings on such contributions, credited as of
          December 31, 1988, are not subject to the hardship withdrawal.

          (B)  Distributions after Separation from Service. Following the
          Participant's Separation from Service, the distribution events
          applicable to the Participant apply equally to all of the
          Participant's Accounts.

          (C)  Correction of Annual Additions Limitation. If, as a result of a
          reasonable error in determiningthe amount of elective deferrals an
          Employee may make without violating the limitations of Part 2 of
          Article III, an Excess Amount results, the Employer will return the
          Excess Amount (as adjusted for allocable income) attributable to the
          elective deferrals. The Employer will make this distribution before
          taking any corrective steps pursuant to Section 3.10 or to Section
          3.16. The Employer will disregard any elective deferrals returned
          under this Section 14.11(C) for purposes of Sections 14.07, 14.08 and
          14.09.

               14.12 SPECIAL ALLOCATION RULES. If the Code (S)401(k) arrangement
          provides for salary reduction contributions, if the Plan accepts
          Employee contributions, pursuant to Section 4.01, or if the Plan
          allocates matching contributions as of any date other than the last
          day of the Plan Year, the Employer must state in Section 9.08, 9.11 or
          10.15 whether any special allocation provisions will apply under the
          Plan. For purposes of the elections:

               (a)   A "segregated Account" direction means the Employer will
               establish a segregated Account for the applicable contributions
               made on the Participant's behalf during the Plan Year. The
               Trustee must invest the segregated Account in Federally insured
               interest bearing savings account(s) or time deposits, or a
               combination of both, or in any other fixed income investments,
               unless otherwise specified by the Participant. As of the last day
               of each Plan Year (or, if earlier, an allocation date coinciding
               with a valuation date described in Section 9.11), the Advisory
               Committee will reallocate the segregated Account to the
               Participant's appropriate Account, in accordance with Section
               3.04 or Section 4.06, whichever applies to the contributions.

               (b)   A "weighted average allocation" method will treat a
               weighted portion of the applicable contributions as if includible
               in the Participant's Account as of the beginning of the valuation
               period. The weighted portion is a fraction, the numerator of
               which is the number of months in the valuation period, excluding
               each month in the valuation period which begins prior to the
               contribution date of the applicable contributions, and the
               denominator of which is the number of months in the valuation
               period.

13.058

<PAGE>

     IN WITNESS WHEREOF, the Employer and the Trustees have executed this Plan
     and Trust in Miami, Florida this 22nd day of February, 2002.

                                 POST, BUCKLEY, SCHUH & JERNIGAN, INC.


                                 By: ___________________________________________
                                 Authorized Officer-W. Scott DeLoach, Treasurer


                                 _______________________________________________
                                 RICHARD A. WICKETT, Trustee


                                 _______________________________________________
                                 JOHN B. ZUMWALT, III, Trustee


                                 _______________________________________________
                                 BERNARD F. SILVER, Trustee


                                 _______________________________________________
                                 TODD J. KENNER, Trustee


                                 _______________________________________________
                                 EVERETT M. OWEN, Trustee


                                 _______________________________________________
                                 ROBERT J. PAULSEN, Trustee


                                 _______________________________________________
                                 THOMAS D. PELLARIN, Trustee


                                 _______________________________________________
                                 BECKY S. SCHAFFER, Trustee

                                                                          13.059

<PAGE>

                                 _______________________________________________
                                 JUDITH A. SQUILLANTE, Trustee



                                     EGTRRA
                                AMENDMENT TO THE
                        PBSJ EMPLOYEE PROFIT SHARING AND
                    STOCK OWNERSHIP PLAN AND TRUST AGREEMENT

13.060

<PAGE>

                                    ARTICLE I
                                    PREAMBLE

     1.1    Adoption and effective date of amendment. This amendment of the plan
            is adopted to reflect certain provisions of the Economic Growth and
            Tax Relief Reconciliation Act of 2001 (EGTRRA). This amendment is
            intended as good faith compliance with the requirements of EGTRRA
            and is to be construed in accordance with EGTRRA and guidance issued
            there under. Except as otherwise provided, this amendment shall be
            effective as of the first day of the first plan year beginning after
            December 31. 2001.

     1.2    Suppression of inconsistent provisions. This amendment shall
            supersede the provisions of the plan to the extent those provisions
            are inconsistent with the provisions of this amendment.

                                   ARTICLE II

     2.1    Vesting Schedule for Matching Contributions

            If there are matching contributions subject to a vesting schedule
            that does not satisfy EGTRRA. Then unless otherwise elected below,
            for participants who complete an hour of service in a plan year
            beginning after December 31, 2001. The following vesting schedule
            will apply to all matching contributions subject to a vesting
            schedule:

                  Years of vesting service  Nonforfeitable percentage

                             2                         20%
                             3                         40%
                             4                         60%
                             5                         80%
                             6                        100%

            The vesting schedule set forth herein shall only apply to
            participants who complete an hour of service in a plan year
            beginning after December 31, 2001, and shall apply to all matching
            contributions subject to a vesting schedule.

     2.2    Exclusion of Rollovers in Application of Involuntary Cash-out
            Provisions Effective for Distributions made after December 31, 2001.
            Rollover contributions will be excluded in determining the value of
            the participants nonforfeitable account balance for purposes of the
            plan's involuntary cash-out rules.

     2.3    Suspension period of hardship distributions. If the plan provides
            for hardship distributions upon satisfaction of the safe harbor
            (deemed) standards as set forth in Treas, Reg. Section l.40l(k)
            -l(d)(2)(iv), then, with regard to hardship distributions made
            during 2001 a participants shall be prohibited from making elective
            deferrals and employee contributions under this and all

                                                                          13.061

<PAGE>

            other plans until the later of January 1, 2002, or 6 months after
            receipt of the distribution.

Catch-up contributions: The plan permits catch-up contributions (Article VI).

                                   ARTICLE III
                        VESTING OF MATCHING CONTRIBUTIONS

     3.1    Applicability. This Article shall apply to participants who complete
            an Hour of Service after December 31. 2001, with respect to accrued
            benefits derived from employer matching contributions made in plan
            years beginning after December 31.2001.

            This Article shall also apply to all such participants with respect
            to accrued benefits derived from employer matching contributions
            made in plan years beginning prior to January 1, 2002.

     3.2    Vesting schedule. A participant's accrued benefit derived from
            employer matching contributions shall vest as provided in Section 2.
            1 of this amendment.

                                   ARTICLE IV
                              INVOLUNTARY CASH-OUTS

     4.1    Applicability and effective date. If the plan provides for
            involuntary cash outs of amounts less than $5,000, then unless
            otherwise elected in Section 2.2 of this amendment, this Article
            shall apply for distributions made after December 31, 2001, and
            shall apply to all participants. However, regardless of the
            preceding, this Article shall not apply if the plan is subject to
            the qualified joint and survivor annuity requirements of Sections
            40l(a)(11) and 417 of the Code.

     4.2    Rollovers disregarded in determining value of account balance for
            involuntary distributions. For purposes of the Sections of the plan
            that provide for the involuntary distribution of vested accrued
            benefits of $5,000 or less, the value of a participants
            nonforfeitable account balance shall be determined without regard to
            that portion of the account balance that is attributable to rollover
            contributions (and earnings allocable thereto) within the meaning of
            Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii). and
            457(e)(16) of the Code, If the value of the participants
            nonforfeitable account balance as so determined is $5,000 or less,
            then the plan shall immediately distribute the participant's entire
            nonforfeitable account balance.

                                    ARTICLE V
                             HARDSHIP DISTRIBUTIONS

13.062

<PAGE>

     5.1    Applicability and effective date. If the plan provides for hardship
            distributions upon satisfaction of the safe harbor (deemed)
            standards as set forth in Treas. Reg. Section 1.401(k)-I(d)(2)(iv).
            then this Article shall apply for calendar years beginning after
            2001.

     5.2    Suspension period following hardship distribution. A participant who
            receives a distribution of elective deferrals after December
            31,2001, on account of hardship shall be prohibited from making
            elective deferrals and employee contributions under this and all
            other plans of the employer for 6 months after receipt of the
            distribution, Furthermore, a participant who receives a distribution
            of elective deferrals in calendar year 2001 on account of hardship
            shall be prohibited from making elective deferrals and employee
            contributions under this and all other plans until the later of
            January 1, 2002, or 6 months after receipt of the distribution.

                                   ARTICLE VI
                             CATCH-UP CONTRIBUTIONS

            Catch-up Contributions. All employees who are eligible to make
            elective deferrals under this plan and who have attained age 50
            before the close of the plan year shall be eligible to make catch-up
            contributions in accordance with, and subject to the limitations of,
            Section 414(v) of the Code. Such catch-up contributions shall not be
            taken into account for purposes of the revisions of the plan
            implementing the required limitations of Sections 4O2(g) and 415 of
            the Code. The plan shall not be treated as tailing to satisfy the
            provisions of the plan implementing the requirements of Section
            40l(k)(3). 401(k)(11), 40l(k)(12), 410(b), or 416 of the Code, as
            applicable, by reason of the making of such catch-up contributions.

                                   ARTICLE VII
                         INCREASE IN COMPENSATION LIMIT

            Increase in Compensation Limit. The annual compensation of each
            participant taken into account in determining allocations for any
            plan year beginning after December 31, 2001, shall not exceed
            $200,000, as adjusted for cost-of-living increases in accordance
            with Section 40l(a)(17)(B) of the Code. Annual compensation means
            compensation during the plan year or such other consecutive 12-month
            period over which compensation is otherwise determined under the
            plan (the determination period). The cost-of-living adjustment in
            effect for a calendar year applies to annual compensation for the
            determination period that begins with or within such calendar year.

                                  ARTICLE VIII
                                   PLAN LOANS

            Plan loans for owner-employees or shareholder-employees. If the plan
            permits loans to be made to participants, then effective for plan
            loans made after December 31, 2001, plan provisions prohibiting
            loans to any owner-employee or shareholder-employee shall cease to
            apply.

                                                                          13.063

<PAGE>

                                   ARTICLE IX
              LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)

     9.1    Effective date. This Section shall be effective for limitation years
            beginning after December 31, 2001.

     9.2    Maximum annual addition. Except to the extent permitted under
            Article XIV of this amendment and Section 414(v) of the Code, if
            applicable, the annual addition that may be contributed or allocated
            to a participant's account under the plan for any limitation year
            shall not exceed the lesser of:

            a. $40,000, as adjusted for increases in the cost-of-living under
               Section 415(d) of the Code, or

            b. 100 percent of the participant's compensation, within the
               meaning of 415(c)(3) of the Code, for the limitation year.

            The compensation limit referred to in b. shall not apply to any
            contribution for medical benefits after separation from service
            (within the meaning of Section 401(h) or Section 4l9A(f)(2) of the
            Code) which is otherwise treated as an annual addition.

                                    ARTICLE X
                         MODIFICATION OF TOP-HEAVY RULES

     10.1   Effective date. This Article shall apply for purposes of determining
            whether the plan is a top-heavy plan under Section 4l6(g) of the
            Code for plan years beginning after December 31, 2001, and whether
            the plan satisfies the minimum benefits requirements of Section
            416(c) of the Code for such years. This Article amends the top-heavy
            provisions of the plan.

     10.2   Determination of top-heavy status.

     10.2.1 Key employee. Key employee means any employee or former employee
            (including any deceased employee) who at anytime during the plan
            year that includes the determination date was an officer of the
            employer having annual compensation greater than $130,000 (as
            adjusted under Section 416(i)(1)of the Code for plan years beginning
            after December 31, 2002), a 5-percent owner of the employer, or a I
            -percent owner of the employer having annual compensation of more
            than $150,000. For this purpose, annual compensation means
            compensation within the meaning of Section 415(c)(3) of the Code.
            The determination of who is a key employee will be made in
            accordance with Section 416(i)(1) of the Code and the applicable
            Regulations and other guidance of general applicability issued
            thereunder.

     10.2.2 Determination of present values and amounts. This Section 10.2.2
            shall apply for purposes of determining the present values of
            accrued benefits and the amounts of account balances of employees as
            of the determination date.

13.064

<PAGE>

         a. Distributions during year ending on the determination date. The
            present values of accrued benefits and the amounts of account
            balances of an employee as of the determination date shall be
            increased by the distributions made with respect to the employee
            under the plan and any plan aggregated with the plan under Section
            4l6(g)(2) of the Code during the 1-year period ending on the
            determination date. The preceding sentence shall also apply to
            distributions under a terminated plan which, had it not been
            terminated, would have been aggregated with the plan under Section
            416(g)(2)(A)(i) of the Code. In the case of a distribution made for
            a reason other than separation from service, death, or disability,
            this provision shall be applied by substituting "5-year period" for
            `1-year period."

         b. Employees not performed services during year ending on the
            determination date. The accrued benefits and accounts of any
            individual who has not performed services for the employer during
            the 1-year period ending on the determination date shall not be
            taken into account.

     10.3   Minimum benefits.

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

     10.3.2 Contributions under other plans. The employer may provide, in an
            addendum to this amendment, that the minimum benefit requirement
            shall be met in another plan (including another plan that consists
            solely of a cash or deferred arrangement which meets the
            requirements of Section 401(k)(12) of the Code and matching
            contributions with respect to which the requirements of Section
            401(m)(11) of the Code are met). The addendum should include the
            name of the other plan, the minimum benefit that will he provided
            under such other plan, and the employees who will receive the
            minimum benefit under such other plan.

                                   ARTICLE XI
                                DIRECT ROLLOVERS

     11.1   Effective date. This Article shall apply to distributions made after
            December 31, 2001.

     11.2   Modification of definition of eligible retirement plan. For purposes
            of the direct rollover provisions of the plan. An eligible
            retirement plan shall also mean an annuity contract described in
            Section 403(b) of the Code and an eligible plan under Section 457(b)
            of the Code which is maintained by a state, political subdivision of
            a state, or any agency or

                                                                          13.065

<PAGE>

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

     11.3   Modification of definition of eligible rollover distribution to
            exclude hardship distributions. For purposes of the direct rollover
            provisions of the plan, any amount that is distributed on account of
            hardship shall not be an eligible rollover distribution and the
            distribute may not elect to have any portion of such a distribution
            paid directly to an eligible retirement plan.

     11.4   Modification of definition of eligible rollover distribution to
            include after-tax employee contributions. For purposes of the direct
            rollover provisions in the plan, a portion of a distribution shall
            not fail to be an eligible rollover distribution merely because the
            portion consists of after-tax employee contributions which are not
            includible in gross income. However, such portion may be transferred
            only to an individual retirement account or annuity described in
            Section 408(a) or (b) of the Code, or to a qualified defined
            contribution plan described in Section 401(a) or 403(a) of the Code
            that agrees to separately account for amounts so transferred,
            including separately accounting for the portion of such distribution
            which is includible in gross income and the portion of such
            distribution which is not so includible.

                                   ARTICLE XII
                           ROLLOVERS FROM OTHER PLANS

            Rollovers from other plans. The employer, operationally and on a
            nondiscriminatory basis, may limit the source of rollover
            contributions that may be accepted by this plan.

                                  ARTICLE XIII
                           REPEAL OF MULTIPLE USE TEST

            Repeal of Multiple Use Test. The multiple use tests described in
            Treasury Regulation Section 1 .401(m)-2 and the plan shall not apply
            for plan years beginning after December 31. 2001.

                                   ARTICLE XIV
                               ELECTIVE DEFERRALS

            Elective Deferrals - Contribution Limitation. No participant shall
            be permitted to have elective deferrals made under this plan, or any
            other qualified plan maintained by the employer during any taxable
            year, in excess of the dollar limitation contained in Section 402(g)
            of the Code in effect for such taxable year, except to the extent

13.066

<PAGE>

             permitted under Article VI of this amendment and Section 414(v) of
             the Code, if applicable.

                                   ARTICLE XV
                           SAFE HARBOR PLAN PROVISIONS

             Modification of Top-Heavy Rules. The top-heavy requirements of
             Section 416 of the Code and the plan shall not apply in any year
             beginning after December 31, 2001, in which the plan consists
             solely of a cash or deferred arrangement which meets the
             requirements of Section 401(k)(12) of the Code and matching
             contributions with respect to which the requirements of Section
             40l(m)(11) of the Code are met.

                                   ARTICLE XVI
                    DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT

     16.1    Effective date. This Article shall apply for distributions and
             transactions made after December 31, 2001, regardless of when the
             severance of employment occurred.

     16.2    New distributable event. A participant's elective deferrals,
             qualified nonelective contributions, qualified matching
             contributions, and earnings attributable to these contributions
             shall be distributed on account of the participant's severance from
             employment. However, such a distribution shall be subject to the
             other provisions of the plan regarding distributions, other than
             provisions that require a separation from service before such
             amounts may be distributed.

       This amendment has been executed this 22/nd/ day of February, 2002.


       Name of Employer: POST, BUCKLEY, SCHUH & JERNIGAN, INC.


       By: ______________________________________________
           Authorized Officer - W. Scott DeLoach, Treasurer

                                                                          13.067