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                                                                    EXHIBIT 10.3





                             ILLINOIS POWER COMPANY
                             INCENTIVE SAVINGS PLAN











                             As Amended and Restated
                            Effective January 1, 2002


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                             ILLINOIS POWER COMPANY
                             INCENTIVE SAVINGS PLAN

                              W I T N E S S E T H :

         WHEREAS, DYNEGY INC., an Illinois corporation, has heretofore adopted
the ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN (the "PLAN") for the benefit
of the employees of certain of its affiliated entities; and

         WHEREAS, the Company desires to amend the Plan in several respects and
to restate the Plan, intending thereby to provide an uninterrupted and
continuing program of benefits;

         NOW THEREFORE, the Plan is hereby restated in its entirety as follows
with no interruption in time, effective as of January 1, 2002, except as
otherwise indicated herein:


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<Table>
<Caption>
                                                        TABLE OF CONTENTS

                                                                                                               PAGE
                                                                                                               ----
<S>      <C>                                                                                                   <C>
I.       DEFINITIONS AND CONSTRUCTION............................................................................ 1
         1.1      DEFINITIONS.................................................................................... 1
                  (1)      ACCOUNT(S)............................................................................ 1
                  (2)      ACT................................................................................... 1
                  (3)      AFTER-TAX ACCOUNT..................................................................... 1
                  (4)      AFTER-TAX CONTRIBUTIONS............................................................... 1
                  (5)      BEFORE-TAX ACCOUNT.................................................................... 1
                  (6)      BEFORE-TAX CONTRIBUTIONS.............................................................. 1
                  (7)      BENEFIT COMMENCEMENT DATE............................................................. 1
                  (8)      CODE.................................................................................. 1
                  (9)      COLLECTIVELY BARGAINED PLAN........................................................... 1
                  (10)     COMMITTEE............................................................................. 1
                  (11)     COMPANY............................................................................... 1
                  (12)     COMPANY STOCK......................................................................... 2
                  (13)     COMPENSATION.......................................................................... 2
                  (14)     CONTROLLED ENTITY..................................................................... 2
                  (15)     DIRECT ROLLOVER....................................................................... 2
                  (16)     DIRECTORS............................................................................. 2
                  (17)     DISTRIBUTEE........................................................................... 2
                  (18)     EFFECTIVE DATE........................................................................ 2
                  (19)     ELIGIBLE EMPLOYEE..................................................................... 3
                  (20)     ELIGIBLE RETIREMENT PLAN.............................................................. 3
                  (21)     ELIGIBLE ROLLOVER DISTRIBUTION........................................................ 3
                  (22)     EMPLOYEE.............................................................................. 4
                  (23)     EMPLOYER.............................................................................. 4
                  (24)     EMPLOYER CONTRIBUTION ACCOUNT......................................................... 4
                  (25)     EMPLOYER CONTRIBUTIONS................................................................ 5
                  (26)     EMPLOYER DISCRETIONARY CONTRIBUTIONS.................................................. 5
                  (27)     EMPLOYER MATCHING CONTRIBUTIONS....................................................... 5
                  (28)     EMPLOYER SAFE HARBOR CONTRIBUTIONS.................................................... 5
                  (29)     ESOP.................................................................................. 5
                  (30)     ESOP SUBACCOUNT....................................................................... 5
                  (31)     EXEMPT LOAN........................................................................... 5
                  (32)     FINANCED STOCK........................................................................ 5
                  (33)     HIGHLY COMPENSATED EMPLOYEE........................................................... 5
                  (34)     INCENTIVE CONTRIBUTION SUBACCOUNT..................................................... 6
                  (35)     INVESTMENT FUND....................................................................... 6
                  (36)     LEASED EMPLOYEE....................................................................... 6
                  (37)     NON-ESOP SUBACCOUNT................................................................... 6
                  (38)     NORMAL RETIREMENT DATE................................................................ 6
                  (39)     PARTICIPANT........................................................................... 6
                  (40)     PLAN.................................................................................. 6
                  (41)     PLAN YEAR............................................................................. 6



                                                           (i)
<Page>


                  (42)     ROLLOVER CONTRIBUTION ACCOUNT......................................................... 6
                  (43)     ROLLOVER CONTRIBUTIONS................................................................ 7
                  (44)     SUSPENSE ACCOUNT...................................................................... 7
                  (45)     TOTAL AND PERMANENT DISABILITY........................................................ 7
                  (46)     TRASOP................................................................................ 7
                  (47)     TRASOP EMPLOYEE SUBACCOUNT............................................................ 7
                  (48)     TRASOP EMPLOYER SUBACCOUNT............................................................ 7
                  (49)     TRASOP TRANSFER ACCOUNT............................................................... 7
                  (50)     TRUST................................................................................. 7
                  (51)     TRUST AGREEMENT....................................................................... 7
                  (52)     TRUST FUND............................................................................ 7
                  (53)     TRUSTEE............................................................................... 7
                  (54)     VBO................................................................................... 8
         1.2      NUMBER AND GENDER.............................................................................. 8
         1.3      HEADINGS....................................................................................... 8
         1.4      CONSTRUCTION................................................................................... 8

II.      PARTICIPATION........................................................................................... 8
         2.1      ELIGIBILITY.................................................................................... 8
         2.2      TRANSFERRED EMPLOYEES.......................................................................... 8

III.     CONTRIBUTIONS........................................................................................... 9
         3.1      BEFORE-TAX CONTRIBUTIONS....................................................................... 9
         3.2      AFTER-TAX CONTRIBUTIONS........................................................................10
         3.3      EMPLOYER MATCHING CONTRIBUTIONS................................................................11
         3.4      EMPLOYER DISCRETIONARY CONTRIBUTIONS...........................................................12
         3.5      EMPLOYER SAFE HARBOR CONTRIBUTIONS.............................................................12
         3.6      RESTRICTIONS ON EMPLOYER MATCHING CONTRIBUTIONS AND AFTER-TAX CONTRIBUTIONS....................12
         3.7      RETURN OF CONTRIBUTIONS........................................................................13
         3.8      DISPOSITION OF EXCESS DEFERRALS AND EXCESS CONTRIBUTIONS.......................................13
         3.9      ROLLOVER CONTRIBUTIONS.........................................................................15

IV.      ALLOCATIONS AND LIMITATIONS.............................................................................15
         4.1      ALLOCATION OF CONTRIBUTIONS TO ACCOUNTS........................................................15
         4.2      APPLICATION OF FORFEITURES.....................................................................17
         4.3      VALUATION OF ACCOUNTS..........................................................................17
         4.4      LIMITATIONS AND CORRECTIONS....................................................................17

V.       INVESTMENT OF ACCOUNTS..................................................................................21
         5.1      INVESTMENT OF ESOP SUBACCOUNTS.................................................................21
         5.2      INVESTMENT OF CERTAIN EMPLOYER CONTRIBUTIONS...................................................21
         5.3      INVESTMENT OF ACCOUNTS.........................................................................21
         5.4      VBO INVESTMENTS................................................................................21
         5.5      PASS-THROUGH VOTING AND OTHER RIGHTS WITH RESPECT TO COMPANY STOCK.............................22
         5.6      STOCK SPLITS AND STOCK DIVIDENDS...............................................................22


                                                           (ii)
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         5.7      RESTRICTION ON ACQUISITION OF COMPANY STOCK....................................................22

VI.      ESOP AND ESOP ALLOCATIONS...............................................................................22
         6.1      ARTICLE CONTROLS...............................................................................22
         6.2      PURPOSE OF ESOP................................................................................23
         6.3      NATURE OF THE ESOP.............................................................................23
         6.4      REQUIREMENTS AS TO EXEMPT LOAN.................................................................23
         6.5      USE OF EXEMPT LOAN PROCEEDS....................................................................24
         6.6      LOAN REPAYMENT CONTRIBUTIONS...................................................................25
         6.7      RELEASE AND ALLOCATION OF FINANCED STOCK.......................................................25
         6.8      INVESTMENT OF ACCOUNTS.........................................................................25
         6.9      DIVIDENDS......................................................................................26
         6.10     "PUT" OPTION...................................................................................26
         6.11     RIGHT OF FIRST REFUSAL.........................................................................27
         6.12     INVESTMENT OF TRUST FUND IN COMPANY STOCK......................................................28
         6.13     COMPANY STOCK VALUATION........................................................................28

VII.     TERMINATION BENEFITS....................................................................................29
         7.1      NO BENEFITS UNLESS HEREIN SET FORTH............................................................29
         7.2      TERMINATION BENEFIT............................................................................29
         7.3      VESTING OF ACCOUNTS............................................................................29

VIII.    DEATH BENEFITS..........................................................................................29
         8.1      DEATH BENEFITS.................................................................................29
         8.2      DESIGNATION OF BENEFICIARIES...................................................................29

IX.      TIME AND FORM OF PAYMENT OF BENEFITS....................................................................30
         9.1      DETERMINATION OF BENEFIT COMMENCEMENT DATE.....................................................30
         9.2      FORM OF PAYMENT AND PAYEE......................................................................32
         9.3      DIRECT ROLLOVER ELECTION.......................................................................32
         9.4      TRANSFERS TO COLLECTIVELY BARGAINED PLAN.......................................................33
         9.5      UNCLAIMED BENEFITS.............................................................................33
         9.6      CLAIMS REVIEW..................................................................................33

X.       IN-SERVICE WITHDRAWALS..................................................................................37
         10.1     IN-SERVICE WITHDRAWALS.........................................................................37
         10.2     RESTRICTION ON IN-SERVICE WITHDRAWALS..........................................................39

XI.      LOANS...................................................................................................40
         11.1     ELIGIBILITY FOR LOAN...........................................................................40
         11.2     MAXIMUM LOAN...................................................................................40
         11.3     MINIMUM LOAN...................................................................................40
         11.4     INTEREST AND SECURITY..........................................................................40
         11.5     REPAYMENT TERMS OF LOAN........................................................................41
         11.6     OPERATION OF ARTICLE...........................................................................42

XII.     ADMINISTRATION OF THE PLAN..............................................................................42


                                                           (iii)
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         12.1     GENERAL ADMINISTRATION OF THE PLAN.............................................................42
         12.2     RECORDS AND PROCEDURES.........................................................................42
         12.3     MEETINGS.......................................................................................42
         12.4     SELF-INTEREST OF MEMBERS.......................................................................42
         12.5     COMPENSATION AND BONDING.......................................................................43
         12.6     COMMITTEE POWERS AND DUTIES....................................................................43
         12.7     EMPLOYER TO SUPPLY INFORMATION.................................................................44
         12.8     TEMPORARY RESTRICTIONS.........................................................................44
         12.9     INDEMNIFICATION................................................................................44
         12.10    QUIET PERIOD...................................................................................45

XIII.    TRUSTEE AND ADMINISTRATION OF TRUST FUND................................................................45
         13.1     TRUST AGREEMENT................................................................................45
         13.2     PAYMENT OF EXPENSES............................................................................46
         13.3     TRUST FUND PROPERTY............................................................................46
         13.4     DISTRIBUTIONS FROM PARTICIPANTS' ACCOUNTS......................................................46
         13.5     PAYMENTS SOLELY FROM TRUST FUND................................................................46
         13.6     NO BENEFITS TO COMPANY/EMPLOYER................................................................46

XIV.     FIDUCIARY PROVISIONS....................................................................................47
         14.1     ARTICLE CONTROLS...............................................................................47
         14.2     GENERAL ALLOCATION OF FIDUCIARY DUTIES.........................................................47
         14.3     FIDUCIARY DUTY.................................................................................47
         14.4     DELEGATION OF FIDUCIARY DUTIES.................................................................47
         14.5     INVESTMENT MANAGER.............................................................................48

XV.      AMENDMENTS..............................................................................................48
         15.1     RIGHT TO AMEND.................................................................................48
         15.2     LIMITATION ON AMENDMENTS.......................................................................48

XVI.     DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION..........49
         16.1     RIGHT TO DISCONTINUE CONTRIBUTIONS, TERMINATE, OR PARTIALLY TERMINATE..........................49
         16.2     PROCEDURE IN THE EVENT OF DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, OR PARTIAL
                  TERMINATION....................................................................................49
         16.3     MERGER, CONSOLIDATION, OR TRANSFER.............................................................49

XVII.    PARTICIPATING EMPLOYERS.................................................................................50
         17.1     DESIGNATION OF OTHER EMPLOYERS.................................................................50
         17.2     SINGLE PLAN....................................................................................50

XVIII.   MISCELLANEOUS PROVISIONS................................................................................51
         18.1     NOT CONTRACT OF EMPLOYMENT.....................................................................51
         18.2     ALIENATION OF INTEREST FORBIDDEN...............................................................51
         18.3     UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT REQUIREMENTS.........................51


                                                           (iv)
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         18.4     PAYMENTS TO MINORS AND INCOMPETENTS............................................................51
         18.5     ACQUISITION AND HOLDING OF COMPANY STOCK.......................................................51
         18.6     POWER OF ATTORNEY DESIGNATIONS.................................................................51
         18.7     PARTICIPANT'S AND BENEFICIARY'S ADDRESSES......................................................52
         18.8     INCORRECT INFORMATION, FRAUD, CONCEALMENT, OR ERROR............................................52
         18.9     SEVERABILITY...................................................................................52
         18.10    JURISDICTION...................................................................................52

XIX.     TOP-HEAVY STATUS........................................................................................52
         19.1     ARTICLE CONTROLS...............................................................................52
         19.2     DEFINITIONS....................................................................................52
         19.3     TOP-HEAVY STATUS...............................................................................54
         19.4     TOP-HEAVY CONTRIBUTION.........................................................................54
         19.5     TERMINATION OF TOP-HEAVY STATUS................................................................55
         19.6     EFFECT OF ARTICLE..............................................................................55
</Table>


                                                           (v)

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                         I. DEFINITIONS AND CONSTRUCTION

         1.1  DEFINITIONS. Where the following words and phrases appear in the
Plan, they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.

(1)      ACCOUNT(S): A Participant's Before-Tax Account, Employer Contribution
         Account, After-Tax Account, Rollover Contribution Account, and/or
         TRASOP Transfer Account, including the amounts credited thereto.

(2)      ACT: The Employee Retirement Income Security Act of 1974, as amended.

(3)      AFTER-TAX ACCOUNT: An individual account for each Participant, which is
         credited with (A) his After-Tax Contributions and (B) as of the
         Effective Date, the balance of his "Voluntary Contribution Account" (as
         defined in the Plan prior to this restatement thereof) under the Plan
         immediately prior to the Effective Date. Such Account shall also be
         adjusted to reflect changes in value as provided in Section 4.3.

(4)      AFTER-TAX CONTRIBUTIONS: Contributions made to the Plan by a
         Participant in accordance with Section 3.2.

(5)      BEFORE-TAX ACCOUNT: An individual account for each Participant, which
         is credited with (A) the Before-Tax Contributions made by the Employer
         on such Participant's behalf, (B) the Employer Safe Harbor
         Contributions, if any, made on such Participant's behalf pursuant to
         Section 3.5 to satisfy the restrictions set forth in Section 3.1(e),
         and (C) as of the Effective Date, the balance of his "Salary Deferral
         Contribution Account" (as defined in the Plan prior to this restatement
         thereof) under the Plan immediately prior to the Effective Date. Such
         Account shall also be adjusted to reflect changes in value as provided
         in Section 4.3.

(6)      BEFORE-TAX CONTRIBUTIONS: Contributions made to the Plan by the
         Employer on a Participant's behalf in accordance with the Participant's
         elections to defer Compensation under the Plan's qualified cash or
         deferred arrangement as described in Section 3.1.

(7)      BENEFIT COMMENCEMENT DATE: With respect to each Participant or
         beneficiary, the date such Participant's or beneficiary's benefit is
         paid to him from the Trust Fund as determined in accordance with
         Section 9.1.

(8)      CODE: The Internal Revenue Code of 1986, as amended.

(9)      COLLECTIVELY BARGAINED PLAN: The Illinois Power Company Incentive
         Savings Plan for Employees Covered Under a Collective Bargaining
         Agreement, as amended from time to time.

(10)     COMMITTEE: The Dynegy Inc. Benefit Plans Committee.

(11)     COMPANY: Dynegy Inc., an Illinois corporation.


                                       1
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(12)     COMPANY STOCK: The Class A common stock, without par value, of the
         Company.

(13)     COMPENSATION: A Participant's regular basic compensation from the
         Employer paid while a Participant for services rendered, including (A)
         any amounts subject to a deferral election pursuant to Section 3.1, (B)
         elective contributions made on a Participant's behalf by the Employer
         that are not includible in income under Section 125 of the Code, and
         (C) any amounts that are not includible in the gross income of a
         Participant under a salary reduction agreement by reason of the
         application of Section 132(f) of the Code, but excluding any other
         contributions or benefits under this Plan or any other pension, profit
         sharing, insurance, hospitalization or other plan or policy maintained
         by an Employer for the benefit of such Participant, bonuses, overtime,
         commissions, and all other extraordinary and unusual payments;
         provided, however, that for purposes of the provisions of Section 3.2
         (other than Section 3.2(a)), Compensation shall include bonuses,
         overtime and commissions. Notwithstanding the foregoing, the
         Compensation of any Participant taken into account for purposes of the
         Plan shall be limited to $200,000 for any Plan Year with such
         limitation to be (i) adjusted automatically to reflect any amendments
         to Section 401(a)(17) of the Code and any cost-of-living increases
         authorized by Section 401(a)(17) of the Code and (ii) prorated for a
         Plan Year of less than twelve months and to the extent otherwise
         required by applicable law.

(14)     CONTROLLED ENTITY: Each corporation that is a member of a controlled
         group of corporations, within the meaning of Section 414(b) of the
         Code, of which the Company or the Employer is a member, each trade or
         business (whether or not incorporated) with which the Company or the
         Employer is under common control, within the meaning of Section 414(c)
         of the Code, and each member of an affiliated service group, within the
         meaning of Section 414(m) of the Code, of which the Company or the
         Employer is a member.

(15)     DIRECT ROLLOVER: A payment by the Plan to an Eligible Retirement Plan
         designated by a Distributee.

(16)     DIRECTORS: The Board of Directors of the Company.

(17)     DISTRIBUTEE: Each (A) Participant entitled to an Eligible Rollover
         Distribution, (B) Participant's surviving spouse with respect to the
         interest of such surviving spouse in an Eligible Rollover Distribution,
         and (C) former spouse of a Participant who is an alternate payee under
         a qualified domestic relations order, as defined in Section 414(p) of
         the Code, with regard to the interest of such former spouse in an
         Eligible Rollover Distribution.

(18)     EFFECTIVE DATE: January 1, 2002, as to this restatement of the Plan,
         except (A) as otherwise indicated in specific provisions of the Plan,
         and (B) that provisions of the Plan required to have an earlier
         effective date by applicable statute and/or regulation shall be
         effective as of the required effective date in such statute and/or
         regulation and shall apply, as of such required effective date, to any
         plan merged into this Plan. The original effective date of the Plan was
         June 1, 1984.


                                       2
<Page>


(19)     ELIGIBLE EMPLOYEE: Each Employee other than (A) an Employee whose terms
         and conditions of employment are governed by a collective bargaining
         agreement, unless such agreement provides for his coverage under the
         Plan, (B) a nonresident alien who receives no earned income from the
         Employer that constitutes income from sources within the United States,
         (C) a Leased Employee, (D) an individual who is deemed to be an
         Employee pursuant to Treasury regulations issued under Section 414(o)
         of the Code, and (E) an Employee who has waived participation in the
         Plan through any means including, but not limited to, an Employee whose
         employment is governed by a written agreement with the Employer
         (including an offer letter setting forth the terms and conditions of
         employment) that provides that the Employee is not eligible to
         participate in the Plan (a general statement in the agreement, offer
         letter, or other communication stating that the Employee is not
         eligible for benefits shall be construed to mean that the Employee is
         not an Eligible Employee). Notwithstanding any provision of the Plan to
         the contrary, no individual who is designated, compensated, or
         otherwise classified or treated by the Employer as an independent
         contractor or other non-common law employee shall be eligible to become
         a Participant in the Plan. It is expressly intended that individuals
         not treated as common law employees by the Employer are to be excluded
         from Plan participation even if a court or administrative agency
         determines that such individuals are common law employees.

(20)     ELIGIBLE RETIREMENT PLAN: Any of (A) an individual retirement account
         described in Section 408(a) of the Code, (B) an individual retirement
         annuity described in Section 408(b) of the Code, (C) an annuity plan
         described in Section 403(a) of the Code, (D) a qualified plan described
         in Section 401(a) of the Code, which under its provisions does, and
         under applicable law may, accept a Distributee's Eligible Rollover
         Distribution, (E) an annuity contract described in Section 403(b) of
         the Code, and (F) an eligible plan under Section 457(b) of the Code
         which is maintained by a state, political subdivision of a state, or
         agency or instrumentality of a state or political subdivision of a
         state and which agrees to separately account for the amounts
         transferred into such plan from the 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 an alternate
         payee under a qualified domestic relations order, as defined in Section
         414(p) of the Code.

(21)     ELIGIBLE ROLLOVER DISTRIBUTION: With respect to a Distributee, any
         distribution of all or any portion of the Accounts of a Participant
         other than (A) a distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made for
         the life (or life expectancy) of the Distributee or the joint lives (or
         joint life expectancies) of the Distributee and the Distributee's
         designated beneficiary or for a specified period of ten years or more,
         (B) a distribution to the extent such distribution is required under
         Section 401(a)(9) of the Code, (C) the portion of a distribution that
         is not includible in gross income (determined without regard to the
         exclusion for net unrealized appreciation with respect to employer
         securities), (D) a loan treated as a distribution under Section 72(p)
         of the Code and not excepted by Section 72(p)(2), (E) a loan in default
         that is a deemed distribution, (F) any corrective distribution provided
         in Sections 3.8 and 4.4(d), (G) a distribution pursuant to Section
         10.1(g), and (H) any other distribution so designated by the Internal
         Revenue Service in revenue rulings, notices, and other guidance of
         general applicability. Notwithstanding the foregoing or any other


                                       3
<Page>


         provision of 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; provided, however, that 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.

(22)     EMPLOYEE: Each (A) individual employed by the Employer and (B) Leased
         Employee.

(23)     EMPLOYER:Each entity that has been designated to participate in the
         Plan pursuant to the provisions of Article XVII. The Company is not an
         Employer. As of the Effective Date, the entities that have been
         designated to participate in the Plan pursuant to the provisions of
         Article XVII are Illinois Power Company and Dynegy Midwest Generation,
         Inc.

(24)     EMPLOYER CONTRIBUTION ACCOUNT: An individual account for each
         Participant, which is comprised of the following subaccounts:

         (A)      ESOP SUBACCOUNT: Except to the extent provided otherwise in
                  accordance with an election by a Participant pursuant to
                  Section 6.8(b), a subaccount for each Participant that is
                  credited with (i) as of the Effective Date, the balance of the
                  Participant's "Company Incentive Contribution Account" (as
                  defined in the Plan prior to this restatement thereof) under
                  the Plan immediately prior to the Effective Date, (ii) as of
                  the Effective Date, the balance of the Participant's "Matching
                  Contribution Account" (as defined in the Plan prior to this
                  restatement thereof) under the Plan attributable to
                  contributions made on or after January 1, 1991, and prior to
                  May 1, 2001, that was invested in the "Company Contributions
                  Common Stock Fund" (as defined in the Plan prior to this
                  restatement thereof) immediately prior to the Effective Date,
                  and (iii) Employer Contributions made by the Employer pursuant
                  to Sections 3.3(d) and 3.4(c). The ESOP Subaccount shall also
                  be adjusted to reflect such subaccount's change in value as
                  provided in Section 4.3. The amount referred to in clause (i)
                  of this subparagraph shall be held in a separate subaccount
                  (the "Incentive Contribution Subaccount") of each
                  Participant's ESOP Subaccount; and

         (B)      NON-ESOP SUBACCOUNT: A subaccount for each Participant that is
                  credited with the sum of (i) as of the Effective Date, the
                  balance of the Participant's "Matching Contribution Account"
                  (as defined in the Plan prior to this restatement thereof)
                  under the Plan immediately prior to the Effective Date that is
                  not credited to the ESOP Subaccount as provided in (A) above,
                  (ii) the Employer Matching Contributions made on such
                  Participant's behalf pursuant to Section 3.3 (other than
                  Section 3.3(d)), (iii) the Employer Discretionary
                  Contributions, if any, made on such Participant's behalf
                  pursuant to Section 3.4 (other than Section 3.4(c)), and (iv)
                  the Employer Safe Harbor Contributions, if any, made on such
                  Participant's behalf pursuant to Section 3.5 to satisfy the
                  restrictions set forth in


                                       4
<Page>


                  Section 3.6. The Non-ESOP Subaccount shall also be adjusted
                  to reflect such subaccount's change in value as provided in
                  Section 4.3.

(25)     EMPLOYER CONTRIBUTIONS: The total of Employer Matching Contributions,
         Employer Discretionary Contributions and Employer Safe Harbor
         Contributions.

(26)     EMPLOYER DISCRETIONARY CONTRIBUTIONS: Contributions made to the Plan by
         the Employer pursuant to Section 3.4.

(27)     EMPLOYER MATCHING CONTRIBUTIONS: Contributions made to the Plan by the
         Employer pursuant to Section 3.3.

(28)     EMPLOYER SAFE HARBOR CONTRIBUTIONS: Contributions made to the Plan by
         the Employer pursuant to Section 3.5.

(29)     ESOP: The employee stock ownership plan maintained as a part of the
         Plan pursuant to Article VI.

(30)     ESOP SUBACCOUNT: The subaccount of a Participant's Employer
         Contribution Account defined in Section 1.1(24). In addition to other
         provisions of the Plan, a Participant's ESOP Subaccount shall be
         subject to Article VI and, in the event of any conflict, Article VI
         shall control.

(31)     EXEMPT LOAN: Any loan made to the Trustee pursuant to the provisions of
         Article VI.

(32)     FINANCED STOCK: The Company Stock acquired with the proceeds of an
         Exempt Loan.

(33)     HIGHLY COMPENSATED EMPLOYEE: Each Employee who performs services during
         the Plan Year for which the determination of who is highly compensated
         is being made (the "Determination Year") and who:

         (A)      Is a five-percent owner of the Employer (within the meaning of
                  Section 416(i)(1)(A)(iii) of the Code) at any time during the
                  Determination Year or the twelve-month period immediately
                  preceding the Determination Year (the "Look-Back Year"); or

         (B)      For the Look-Back Year

                  (i)      receives compensation (within the meaning of Section
                           414(q)(4) of the Code; "compensation" for purposes
                           of this Paragraph) in excess of $90,000 (with such
                           amount to be adjusted automatically to reflect any
                           cost-of-living adjustments authorized by Section
                           414(q)(1) of the Code) during the Look-Back Year;
                           and

                  (ii)     if the Committee elects the application of this
                           clause in such Look-Back Year, is a member of the
                           top 20% of Employees for the Look-Back Year (other
                           than Employees described in Section 414(q)(5) of the
                           Code) ranked on the basis of compensation received
                           during the year.


                                       5
<Page>


         For purposes of the preceding sentence, (i) all employers aggregated
         with the Employer under Section 414(b), (c), (m), or (o) of the Code
         shall be treated as a single employer and (ii) a former Employee who
         had a separation year (generally, the Determination Year such Employee
         separates from service) prior to the Determination Year and who was an
         active Highly Compensated Employee for either such separation year or
         any Determination Year ending on or after such Employee's fifty-fifth
         birthday shall be deemed to be a Highly Compensated Employee. To the
         extent that the provisions of this Paragraph are inconsistent or
         conflict with the definition of a "highly compensated employee" set
         forth in Section 414(q) of the Code and the Treasury regulations
         thereunder, the relevant terms and provisions of Section 414(q) of the
         Code and the Treasury regulations thereunder shall govern and control.

(34)     INCENTIVE CONTRIBUTION SUBACCOUNT: The subaccount of a Participant's
         Employer Contribution Account defined in Section 1.1(24).

(35)     INVESTMENT FUND: Investment funds made available from time to time for
         the investment of Plan assets as described in Article V.

(36)     LEASED EMPLOYEE: Each person who is not an employee of the Employer or
         a Controlled Entity but who performs services for the Employer or a
         Controlled Entity pursuant to an agreement (oral or written) between
         the Employer or a Controlled Entity and any leasing organization,
         provided that (A) such person has performed such services for the
         Employer or a Controlled Entity or for related persons (within the
         meaning of Section 144(a)(3) of the Code) on a substantially full-time
         basis for a period of at least one year and (B) such services are
         performed under primary direction or control by the Employer or a
         Controlled Entity.

(37)     NON-ESOP SUBACCOUNT: The subaccount of a Participant's Employer
         Contribution Account defined in Section 1.1(24).

(38)     NORMAL RETIREMENT DATE: The date a Participant attains the age of
         sixty-five.

(39)     PARTICIPANT: Each individual who has met the eligibility requirements
         for participation in the Plan pursuant to Article II. For purposes of
         Articles V and VI and Section 18.6 only, the beneficiary of a deceased
         Participant and any alternate payee under a qualified domestic
         relations order (as defined in Section 18.2) shall have the rights of a
         Participant.

(40)     PLAN: The Illinois Power Company Incentive Savings Plan, as amended
         from time to time.

(41)     PLAN YEAR: The twelve-consecutive month period commencing January 1 of
         each year.

(42)     ROLLOVER CONTRIBUTION ACCOUNT: An individual account for a Participant,
         which is credited with (A) his Rollover Contributions and (B) as of the
         Effective Date, the balance of his "Transfer Account" (as defined in
         the Plan prior to this restatement thereof) under the Plan immediately
         prior to the Effective Date. Such Account shall also be adjusted to
         reflect changes in value as provided in Section 4.3.


                                       6

<Page>


(43)     ROLLOVER CONTRIBUTIONS: Contributions made by a Participant pursuant to
         Section 3.9.

(44)     SUSPENSE ACCOUNT: The account under which Financed Stock is held until
         released and allocated to Participants' ESOP Subaccounts.

(45)     TOTAL AND PERMANENT DISABILITY: A condition that results in a
         Participant being permanently incapable of performing his job for
         physical or mental reasons, as determined by the Committee based on a
         written medical opinion (unless such opinion is waived by the Committee
         as unnecessary).

(46)     TRASOP: The Illinois Power Company Tax Reduction Act Stock Ownership
         Plan, which was terminated effective October 31, 1988.

(47)     TRASOP EMPLOYEE SUBACCOUNT: The subaccount of a Participant's TRASOP
         Transfer Account defined in Section 1.1(49).

(48)     TRASOP EMPLOYER SUBACCOUNT: The subaccount of a Participant's TRASOP
         Transfer Account defined in Section 1.1(49).

(49)     TRASOP TRANSFER ACCOUNT: An individual account for each Participant who
         was a participant in the TRASOP and who had his account balances under
         the TRASOP transferred to the Plan, which is comprised of the following
         subaccounts:

         (A)       TRASOP EMPLOYEE SUBACCOUNT: A subaccount for each such
                   Participant that is attributable to employee contributions to
                   the TRASOP. The TRASOP Employee Subaccount shall be adjusted
                   to reflect such subaccount's change in value as provided in
                   Section 4.3.

         (B)       TRASOP EMPLOYER SUBACCOUNT: A subaccount for each such
                   Participant that is attributable to employer contributions to
                   the TRASOP. The TRASOP Employer Subaccount shall be adjusted
                   to reflect such subaccount's change in value as provided in
                   Section 4.3.

(50)     TRUST: The trust(s) established under the Trust Agreement(s) to hold
         and invest contributions made under the Plan and income thereon, and
         from which Plan benefits are distributed.

(51)     TRUST AGREEMENT: The agreement(s) entered into between the Company and
         the Trustee establishing the Trust, as such agreement(s) may be amended
         from time to time.

(52)     TRUST FUND: The funds and properties held pursuant to the provisions of
         the Trust Agreement for the use and benefit of the Participants,
         together with all income, profits, and increments thereto.

(53)     TRUSTEE: The trustee or trustees qualified and acting under the Trust
         Agreement at any time.


                                       7
<Page>


(54)     VBO: The "Vanguard Brokerage Option" that is an Investment Fund under
         the Plan, as described in Section 5.4 of the Plan.

         1.2      NUMBER AND GENDER. Wherever appropriate herein, words used in
the singular shall be considered to include the plural, and words used in the
plural shall be considered to include the singular. The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.

         1.3      HEADINGS. The headings of Articles and Sections herein are
included solely for convenience, and if there is any conflict between such
headings and the text of the Plan, the text shall control.

         1.4      CONSTRUCTION. It is intended that the Plan be qualified
within the meaning of Section 401(a) of the Code and that the Trust be tax
exempt under Section 501(a) of the Code, and all provisions herein shall be
construed in accordance with such intent.

                                II. PARTICIPATION

         2.1      ELIGIBILITY. On or after the Effective Date, each Eligible
Employee shall become a Participant immediately upon his employment as an
Eligible Employee. Notwithstanding the foregoing:

         (a)      An Eligible Employee who was a Participant in the Plan on the
day prior to the Effective Date shall remain a Participant in this restatement
thereof as of the Effective Date;

         (b)      An Employee who has not become a Participant because he was
not an Eligible Employee shall become a Participant immediately upon becoming
an Eligible Employee as a result of a change in his employment status; and

         (c)      A Participant who ceases to be an Eligible Employee but
remains an Employee shall continue to be a Participant but, on and after the
date he ceases to be an Eligible Employee, he shall no longer be entitled to
defer Compensation hereunder, make contributions to the Plan, or share in
allocations of Employer Contributions unless and until he shall again become an
Eligible Employee.

         2.2      TRANSFERRED EMPLOYEES. Notwithstanding any foregoing
provision of this Section to the contrary, if an employee of the Employer or a
Controlled Entity (a) ceases to satisfy the eligibility requirements of the
Collectively Bargained Plan because he is no longer employed as a member of a
group of employees to which such plan has been extended and continues to be
extended through a currently effective collective bargaining agreement between
his employer and the collective bargaining representative of the group of
employees of which he is a member, (b) continues to be employed by the Employer
or a Controlled Entity, and (c) coincident with his cessation of eligibility
for the Collectively Bargained Plan, satisfies the eligibility requirements of
Section 2.1, then the sum of the amounts in his accounts under the Collectively
Bargained Plan (including any outstanding loans) as of the date of the transfer
hereinafter described shall be transferred as soon as practicable after such
cessation to corresponding Accounts under the Plan in accordance with the
requirements of Section 414(l) of


                                       8
<Page>


the Code and the regulations thereunder, and, for periods after the date of
such cessation, he shall cease to be a participant in the Collectively
Bargained Plan and shall be a Participant in the Plan, subject to the terms and
conditions of the Plan. Amounts transferred to the Plan pursuant to this
Section shall not be considered annual additions for purposes of Section 415 of
the Code and Section 4.4 of the Plan.

                               III. CONTRIBUTIONS

         3.1      BEFORE-TAX CONTRIBUTIONS.

         (a)      A Participant may elect to defer an integral percentage of
not less than 1% of his Compensation for a Plan Year by having the Employer
contribute the amount so deferred to the Plan. A Participant's election to
defer an amount of his Compensation pursuant to this Section shall be made by
authorizing his Employer, in the manner prescribed by the Committee, to reduce
his Compensation in the elected amount and the Employer, in consideration
thereof, agrees to contribute an equal amount to the Plan. The Compensation
elected to be deferred by a Participant pursuant to this Section shall become a
part of the Employer's Before-Tax Contributions and shall be allocated in
accordance with Section 4.1(a). Compensation for a Plan Year not so deferred by
a Participant shall be received by such Participant in cash.

         (b)      A Participant's deferral election shall remain in force and
effect for all periods following the effective date of such election (which
shall be as soon as administratively feasible after the election is made) until
modified or terminated or until such Participant terminates his employment or
ceases to be an Eligible Employee. A Participant who has elected to defer a
portion of his Compensation may change his deferral election percentage,
effective as of the first day of any payroll period, by communicating such new
deferral election percentage to his Employer in the manner and within the time
period prescribed by the Committee.

         (c)      A Participant may cancel his deferral election, effective as
of the first day of any payroll period by communicating such cancellation to
his Employer in the manner and within the time period prescribed by the
Committee. A Participant who so cancels his deferral election may resume
deferrals, effective as of the first day of any payroll period, by
communicating his new deferral election to his Employer in the manner and
within the time period prescribed by the Committee.

         (d)      In restriction of the Participants' elections provided in
Paragraphs (a), (b), and (c) above, the Before-Tax Contributions and the
elective deferrals (within the meaning of Section 402(g)(3) of the Code) under
all other plans, contracts, and arrangements of the Employer on behalf of any
Participant for any calendar year shall not exceed $11,000 for calendar year
2002, $12,000 for calendar year 2003, $13,000 for calendar year 2004, $14,000
for calendar year 2005, and $15,000 for calendar year 2006 (with such amount to
be adjusted automatically to reflect any cost-of-living adjustments authorized
by Section 402(g)(4) of the Code).

         (e)      In further restriction of the Participants' elections
provided in Paragraphs (a), (b), and (c) above, it is specifically provided
that one of the "actual deferral percentage" tests set


                                       9
<Page>


forth in Section 401(k)(3) of the Code and the Treasury regulations and other
guidance issued thereunder must be met in each Plan Year. Such testing shall
utilize the current year testing method as such term is defined in Internal
Revenue Service Notice 98-1.

         (f)      If the Committee determines that a reduction of Compensation
deferral elections made pursuant to Paragraphs (a), (b) and (c) above is
necessary to insure that the restrictions set forth in Paragraph (d) or (e)
above are met for any Plan Year, the Committee may reduce the elections of
affected Participants on a temporary and prospective basis in such manner as
the Committee shall determine.

         (g)      As soon as administratively feasible following the end of
each payroll period, but no later than the time required by applicable law, the
Employer shall contribute to the Trust, as Before-Tax Contributions with
respect to each Participant, an amount equal to the amount of Compensation
elected to be deferred, pursuant to Paragraphs (a) and (b) above (as adjusted
pursuant to Paragraph (f) above), by such Participant during such payroll
period. Such contributions, as well as the contributions made pursuant to
Sections 3.3, 3.4 and 3.5 shall be made without regard to current or
accumulated profits of the Employer. Notwithstanding the foregoing, except as
provided in Article VI, the Plan is intended to qualify as a profit sharing
plan for purposes of Sections 401(a), 402, 412, and 417 of the Code.

         3.2      AFTER-TAX CONTRIBUTIONS.

         (a)      If the Before-Tax Contributions to be made with respect to a
Participant are restricted by the limitations set forth in Section 3.1(d) for a
calendar year, then, automatically and without any further action by such
Participant, such Participant's Compensation shall continue to be reduced by
the percentage elected by the Participant and then in effect pursuant to
Section 3.1(a), (b), or (c) for the remainder of such year but on an after-tax
basis with such reductions to be contributed to the Plan as his After-Tax
Contributions. Effective as of the first day of the following Plan Year,
automatically and without any further action by the Participant, such
Participant's Compensation reduction election as then in effect under this
Paragraph (a), as adjusted pursuant to Paragraphs (c), (d) and (f) below, shall
revert to an election to defer Compensation pursuant to Section 3.1(a).

         (b)      Without limiting the applicability of Paragraph (a) above, a
Participant may contribute to the Plan, as his After-Tax Contributions, an
integral percentage of not less than 1% of his Compensation. After-Tax
Contributions shall be made by authorizing the Employer to withhold such
contributions from the Participant's Compensation as of each payroll period.
Each Participant may elect the amount of his After-Tax Contributions in the
manner and within the time period prescribed by the Committee.

         (c)      A Participant may change the amount of his After-Tax
Contributions pursuant to Paragraph (a) and/or (b) above effective as of the
first day of any payroll period by electing a new After-Tax Contribution
percentage in the manner and within the time period prescribed by the Committee.

         (d)      A Participant may suspend his After-Tax Contributions
pursuant to Paragraph (a) and/or (b) above effective as of the first day of any
payroll period in accordance with the


                                      10
<Page>


procedures and within the time period prescribed by the Committee. Resumption
of suspended After-Tax Contributions shall be made effective as of the first
day of any subsequent payroll period by making a new election in the manner and
within the time period prescribed by the Committee; provided, however, that a
Participant may not resume his After-Tax Contributions pursuant to Paragraph
(a) above once such After-Tax Contributions have been suspended pursuant to
this Paragraph.

         (e)      A Participant may at any time elect to make a lump sum
After-Tax Contribution to the Plan. Such After-Tax Contribution shall be paid
to the Employer by such Participant in cash (including personal check or other
method approved by the Committee), in an amount determined by such Participant;
provided, however, that such contribution may not exceed the otherwise
applicable limits set forth in the Plan.

         (f)      If the restrictions set forth in Section 3.6 would not
otherwise be met for any Plan Year, (1) the After-Tax Contribution elections
made pursuant to Paragraphs (a), (b), (c), and (d) above of affected
Participants may be reduced by the Committee on a temporary and prospective
basis in such manner as the Committee shall determine and (2) any After-Tax
Contributions pursuant to Paragraph (e) above of affected Participants may be
limited or disallowed.

         (g)      As soon as administratively feasible following (1) the end of
each payroll period or (2) the receipt by the Employer of a Participant's
payment pursuant to Paragraph (e) above, but in either event no later than the
time required by applicable law, the Employer shall contribute to the Trust the
After-Tax Contributions withheld from the Participants' Compensation during
such payroll period or paid to the Employer in accordance with Paragraph (e)
above, as applicable.

         3.3      EMPLOYER MATCHING CONTRIBUTIONS.

         (a)      For each month of a Plan Year, the Employer shall contribute
to the Trust, as Employer Matching Contributions, an amount that equals 50% of
the Before-Tax Contributions that were made pursuant to Section 3.1 on behalf
of each of the Participants during such month and that were not in excess of 6%
of each such Participant's Compensation for such month.

         (b)      In addition to the Employer Matching Contributions made
pursuant to Paragraph (a) above, for each Plan Year the Employer shall
contribute to the Trust, as Employer Matching Contributions, an amount equal to
the difference, if any, between (1) 50% of the Before-Tax Contributions that
were made pursuant to Section 3.1 on behalf of each of the Eligible
Participants during such Plan Year and that were not in excess of 6% of each
such Eligible Participant's Compensation for such Plan Year and (2) the
Employer Matching Contributions made pursuant to Paragraph (a) above for each
such Eligible Participant for such Plan Year. For purposes of this Paragraph,
the term "Eligible Participant" shall mean each Participant who was an Eligible
Employee on the last day of the applicable Plan Year.

         (c)      Employer Matching Contributions shall be contributed to the
Trust in the form of shares of Company Stock. The shares of Company Stock that
are so contributed shall be valued at the closing price of such stock on the
New York Stock Exchange, Inc. as reported by The Wall Street Journal in the New
York Stock Exchange Composite Transactions for the last day of the


                                      11
<Page>


month for which the contribution is made (or the next preceding regular
business day if the last day of such month is not a regular business day).

         (d)      Notwithstanding any foregoing provision of this Section to
the contrary, if at any time an Exempt Loan is outstanding, then, to the extent
permissible, Employer Matching Contributions shall be contributed to the ESOP
in accordance with Section 6.6 and subsequently allocated pursuant to Section
4.1(c).

         3.4      EMPLOYER DISCRETIONARY CONTRIBUTIONS.

         (a)      For each Plan Year, the Employer may contribute to the Trust,
as an Employer Discretionary Contribution, an additional amount as determined
in its discretion.

         (b)      Employer Discretionary Contributions shall be contributed to
the Trust in the form of shares of Company Stock. The shares of Company Stock
that are so contributed shall be valued at the closing price of such stock on
the New York Stock Exchange, Inc. as reported by The Wall Street Journal in the
New York Stock Exchange Composite Transactions for the last day of the Plan
Year for which the contribution is made (or the next preceding regular business
day if the last day of such Plan Year is not a regular business day).

         (c)      Notwithstanding any foregoing provision of this Section to
the contrary, if at any time an Exempt Loan is outstanding, then, to the extent
permissible, Employer Discretionary Contributions shall be contributed to the
ESOP in accordance with Section 6.6 and subsequently allocated pursuant to
Section 4.1(d).

         3.5      EMPLOYER SAFE HARBOR CONTRIBUTIONS. In addition to the
Employer Matching Contributions made pursuant to Section 3.3 and the Employer
Discretionary Contribution made pursuant to Section 3.4, for each Plan Year,
the Employer, in its discretion, may contribute to the Trust as a "safe harbor
contribution" for such Plan Year the amounts necessary to cause the Plan to
satisfy the restrictions set forth in Section 3.1(e) (with respect to certain
restrictions on Before-Tax Contributions) and Section 3.6 (with respect to
certain restrictions on Employer Matching Contributions and After-Tax
Contributions). Amounts contributed in order to satisfy the restrictions set
forth in Section 3.1(e) shall be considered "qualified matching contributions"
(within the meaning of Treasury regulation Section 1.401(k)-1(g)(13)) for
purposes of such Section, and amounts contributed in order to satisfy the
restrictions set forth in Section 3.6 shall be considered Employer Matching
Contributions for purposes of such Section. "Qualified matching contributions"
may be contributed to the Plan under the preceding sentence for purposes of
satisfying the restrictions set forth in Section 3.1(e) only if the conditions
described in Treasury regulation Section 1.401(k)-1(b)(5) are satisfied. Any
amounts contributed pursuant to this Paragraph shall be allocated in accordance
with the provisions of Sections 4.1(e), (f) and (g).

         3.6      RESTRICTIONS ON EMPLOYER MATCHING CONTRIBUTIONS AND AFTER-TAX
CONTRIBUTIONS. In restriction of the Employer Matching Contributions and
After-Tax Contributions hereunder, it is specifically provided that one of the
"actual contribution percentage" tests set forth in Section 401(m) of the Code
and the Treasury regulations and other guidance issued thereunder must be met
in each Plan Year. Such testing shall utilize the current year testing method
as such term is defined in Internal Revenue Service Notice 98-1. The


                                      12
<Page>


Committee may elect, in accordance with applicable Treasury regulations, to
treat Before-Tax Contributions to the Plan as Employer Matching Contributions
for purposes of meeting this requirement. If Employer Matching Contributions
for any portion of a Plan Year are allocated in whole or in part to the ESOP
Subaccounts of Participants, then (a) a separate test under this Section for
such Plan Year shall be performed with respect to such Employer Matching
Contributions and (b) a separate test under this Section for such Plan Year
shall be performed with respect to After-Tax Contributions and all other
Employer Matching Contributions, if any.

         3.7      RETURN OF CONTRIBUTIONS. Anything to the contrary herein
notwithstanding, the Employer's contributions to the Plan are contingent upon
the deductibility of such contributions under Section 404 of the Code. To the
extent that a deduction for contributions is disallowed, such contributions
shall, upon the written demand of the Employer, be returned to the Employer by
the Trustee within one year after the date of disallowance, reduced by any net
losses of the Trust Fund attributable thereto but not increased by any net
earnings of the Trust Fund attributable thereto, which net earnings shall be
treated as a forfeiture in accordance with Section 4.2. Moreover, if Employer
contributions are made under a mistake of fact, such contributions shall, upon
the written demand of the Employer, be returned to the Employer by the Trustee
within one year after the payment thereof, reduced by any net losses of the
Trust Fund attributable thereto but not increased by any net earnings of the
Trust Fund attributable thereto, which net earnings shall be treated as a
forfeiture in accordance with Section 4.2.

         3.8      DISPOSITION OF EXCESS DEFERRALS AND EXCESS CONTRIBUTIONS.

         (a)      Anything to the contrary herein notwithstanding, any
Before-Tax Contributions to the Plan for a calendar year on behalf of a
Participant in excess of the limitations set forth in Section 3.1(d) and any
"excess deferrals" from other plans allocated to the Plan by such Participant
no later than March 1 of the next following calendar year within the meaning
of, and pursuant to the provisions of, Section 402(g)(2) of the Code, shall be
distributed to such Participant not later than April 15 of the next following
calendar year.

         (b)      Anything to the contrary herein notwithstanding, if, for any
Plan Year, the aggregate Before-Tax Contributions made by the Employer on
behalf of Highly Compensated Employees exceeds the maximum amount of Before-Tax
Contributions permitted on behalf of such Highly Compensated Employees pursuant
to Section 3.1(e), an excess amount shall be determined by reducing Before-Tax
Contributions made on behalf of Highly Compensated Employees in order of their
highest actual deferral percentages in accordance with Section 401(k)(8)(B)(ii)
of the Code and the Treasury regulations thereunder. Once determined, such
excess shall be distributed to Highly Compensated Employees in order of the
highest dollar amounts contributed on behalf of such Highly Compensated
Employees in accordance with Section 401(k)(8)(C) of the Code and the Treasury
regulations thereunder before the end of the next following Plan Year.

         (c)      Anything to the contrary herein notwithstanding, if, for any
Plan Year, the sum of the aggregate Employer Matching Contributions and
After-Tax Contributions allocated to the Accounts of Highly Compensated
Employees exceeds the maximum amount of such Employer Matching Contributions
and After-Tax Contributions permitted on behalf of such Highly Compensated
Employees pursuant to Section 3.6, an excess amount shall be determined by

                                      13
<Page>


reducing, first, After-Tax Contributions made by, and second, Employer Matching
Contributions made on behalf of, Highly Compensated Employees in order of their
highest contribution percentages in accordance with Section 401(m)(6)(B)(ii) of
the Code and Treasury regulations thereunder. Once determined, such excess
shall be distributed to Highly Compensated Employees in order of the highest
dollar amounts contributed by or on behalf of such Highly Compensated Employees
in accordance with Section 401(m)(6)(C) of the Code and the Treasury
regulations thereunder (or, if such excess contributions are forfeitable, they
shall be forfeited) before the end of the next following Plan Year. If separate
testing is performed pursuant to the last sentence of Section 3.6, then the
corrective actions described in this Paragraph shall be applied separately in a
manner consistent with such separate testing.

         (d)      In coordinating the disposition of excess deferrals and
excess contributions pursuant to this Section, such excess deferrals and excess
contributions shall be disposed of in the following order:

                  (1) First, excess Before-Tax Contributions that constitute
         excess deferrals described in Paragraph (a) above that are not
         considered in determining the amount of Employer Matching Contributions
         pursuant to Section 3.3 shall be distributed;

                  (2) Next, excess Before-Tax Contributions that constitute
         excess deferrals described in Paragraph (a) above that are considered
         in determining the amount of Employer Matching Contributions pursuant
         to Section 3.3 shall be distributed, and the Employer Matching
         Contributions with respect to such Before-Tax Contributions shall be
         forfeited;

                  (3) Next, excess Before-Tax Contributions described in
         Paragraph (b) above that are not considered in determining the amount
         of Employer Matching Contributions pursuant to Section 3.3 shall be
         distributed;

                  (4) Next, excess Before-Tax Contributions described in
         Paragraph (b) above that are considered in determining the amount of
         Employer Matching Contributions pursuant to Section 3.3 shall be
         distributed, and the Employer Matching Contributions with respect to
         such Before-Tax Contributions shall be forfeited;

                  (5) Next, excess After-Tax Contributions described in
         Paragraph (c) above shall be distributed; and

                  (6) Finally, excess Employer Matching Contributions described
         in Paragraph (c) above shall be distributed (or, if forfeitable,
         forfeited).

         (e)      Any distribution or forfeiture of excess deferrals or excess
contributions pursuant to the provisions of this Section shall be adjusted for
income or loss allocated thereto in the manner determined by the Committee in
accordance with any method permissible under applicable Treasury regulations.
Any forfeiture pursuant to the provisions of this Section shall be considered
to have occurred on the date which is 2 1/2 months after the end of the Plan
Year.



                                      14
<Page>

         3.9      ROLLOVER CONTRIBUTIONS.

         (a)      Rollover Contributions may be made to the Plan by any
Participant of amounts received by such Participant from a qualified plan
described in Section 401(a) or 403(a) of the Code or an annuity contract
described in Section 403(b) of the Code (excluding, in each case, after-tax
employee contributions). In addition, the Plan will accept a Rollover
Contribution of the portion of a distribution received by a Participant from
an individual retirement account or annuity described in Section 408(a) or
408(b) of the Code that is eligible to be rolled over and would otherwise be
includible in gross income. Rollover Contributions pursuant to this Paragraph
may only be made to the Plan pursuant to and in accordance with applicable
provisions of the Code and Treasury regulations promulgated thereunder.

         (b)      Qualified direct Rollover Contributions may be made to the
Plan by any Participant of amounts received by such Participant from any of a
qualified plan described in Section 401(a) or 403(a) of the Code (including
after-tax employee contributions) or an annuity described in Section 403(b) of
the Code (excluding after-tax employee contributions). Qualified direct
Rollover Contributions may be made to the Plan only pursuant to and in
accordance with applicable provisions of the Code and Treasury regulations
promulgated thereunder. A direct Rollover Contribution of amounts that are
"eligible rollover distributions" within the meaning of Section 402(f)(2)(A)
of the Code may be made to the Plan irrespective of whether such eligible
rollover distribution was paid to the Participant or paid to the Plan as a
"direct" Rollover Contribution.

         (c)      Any Participant desiring to effect a Rollover Contribution
to the Plan must follow the procedures prescribed by the Committee for such
purpose. The Committee may require as a condition to accepting any Rollover
Contribution that such Participant furnish any evidence that the Committee in
its discretion deems satisfactory to establish that the proposed Rollover
Contribution is in fact eligible for rollover to the Plan and is made pursuant
to and in accordance with applicable provisions of the Code and Treasury
regulations. All Rollover Contributions to the Plan must be made in cash. A
Rollover Contribution shall be credited to the Rollover Contribution Account
of the Participant for whose benefit such Rollover Contribution is being made
as of the day such Rollover Contribution is received by the Trustee.

                         IV. ALLOCATIONS AND LIMITATIONS

         4.1      ALLOCATION OF CONTRIBUTIONS TO ACCOUNTS.

         (a)      Before-Tax Contributions made by the Employer on a
Participant's behalf shall be allocated to such Participant's Before-Tax
Account.

         (b)      After-Tax Contributions made by a Participant pursuant to
Section 3.2 shall be allocated to such Participant's After-Tax Account.

         (c)      Employer Matching Contributions made by the Employer on a
Participant's behalf shall be allocated to such Participant's Non-ESOP
Subaccount (or, to the extent that Section 3.3(d) applies, then such
allocations shall be made to such Participant's ESOP Subaccount).

                                      15

<Page>

         (d)      The Employer Discretionary Contribution, if any, made
pursuant to Section 3.4 for a Plan Year shall be allocated to the Non-ESOP
Subaccounts (or, to the extent that Section 3.4(c) applies, to the ESOP
Subaccounts) of Participants who (1) were Eligible Employees on the last day
of such Plan Year or (2) terminated employment during such Plan Year on or
after Normal Retirement Date or by reason of Total and Permanent Disability or
death. The allocation to each such eligible Participant's Non-ESOP Subaccount
(or ESOP Subaccount, if applicable) shall be that portion of such Employer
Discretionary Contribution which is in the same proportion that such
Participant's Compensation for such Plan Year bears to the total of all such
Participants' Compensation for such Plan Year.

         (e)      The Employer Safe Harbor Contribution, if any, made pursuant
to Section 3.5 for a Plan Year in order to satisfy the restrictions set forth
in Section 3.1(e) shall be allocated to the Before-Tax Accounts of
Participants who (1) received an allocation of Before-Tax Contributions for
such Plan Year and (2) were not Highly Compensated Employees for such Plan
Year (each such Participant individually referred to as an "Eligible
Participant" for purposes of this Paragraph). Such allocation shall be made,
first, to the Before-Tax Account of the Eligible Participant who received the
least amount of Compensation for such Plan Year until the limitation set forth
in Section 4.4 has been reached as to such Eligible Participant, then to the
Before-Tax Account of the Eligible Participant who received the next smallest
amount of Compensation for such Plan Year until the limitation set forth in
Section 4.4 has been reached as to such Eligible Participant, and continuing
in such manner until the Employer Safe Harbor Contribution for such Plan Year
has been completely allocated or the limitation set forth in Section 4.4 has
been reached as to all Eligible Participants. Any remaining Employer Safe
Harbor Contribution for such Plan Year shall be allocated among the Before-Tax
Accounts of all Participants who were Eligible Employees during such Plan
Year, with the allocation to each such Participant's Before-Tax Account being
the portion of such remaining Employer Safe Harbor Contribution which is in
the same proportion that such Participant's Compensation for such Plan Year
bears to the total of all such Participants' Compensation for such Plan Year.

         (f)      The Employer Safe Harbor Contribution, if any, made pursuant
to Section 3.5 for a Plan Year in order to satisfy the restrictions set forth
in Section 3.6 shall be allocated to the Employer Contribution Accounts of
Participants who (1) received an allocation of Employer Matching Contributions
for such Plan Year and (2) were not Highly Compensated Employees for such Plan
Year (each such Participant individually referred to as an "Eligible
Participant" for purposes of this Paragraph). Such allocation shall be made,
first, to the Employer Contribution Account of the Eligible Participant who
received the least amount of Compensation for such Plan Year until the
limitation set forth in Section 4.4 has been reached as to such Eligible
Participant, then to the Employer Contribution Account of the Eligible
Participant who received the next smallest amount of Compensation for such
Plan Year until the limitation set forth in Section 4.4 has been reached as to
such Eligible Participant, and continuing in such manner until the Employer
Safe Harbor Contribution for such Plan Year has been completely allocated or
the limitation set forth in Section 4.4 has been reached as to all Eligible
Participants. Any remaining Employer Safe Harbor Contribution for such Plan
Year shall be allocated among the Employer Contribution Accounts of all
Participants who were Eligible Employees during such Plan Year, with the
allocation to each such Participant's Employer Contribution Account being the
portion of such remaining Employer Safe Harbor Contribution which is in the
same proportion that such

                                      16

<Page>

Participant's Compensation for such Plan Year bears to the total of all such
Participants' Compensation for such Plan Year.

         (g)      If an Employer Safe Harbor Contribution is made in order to
satisfy the restrictions set forth in both Section 3.1(e) and Section 3.6 for
the same Plan Year, the Employer Safe Harbor Contribution made in order to
satisfy the restrictions set forth in Section 3.1(e) shall be allocated
(pursuant to Paragraph (e) above) prior to allocating the Employer Safe Harbor
Contribution made in order to satisfy the restrictions set forth in Section
3.6 (pursuant to Paragraph (f) above). In determining the application of the
limitations set forth in Section 4.4 to the allocations of Employer Safe
Harbor Contributions, all Annual Additions (as such term is defined in Section
4.4) to a Participant's Accounts other than Employer Safe Harbor Contributions
shall be considered allocated prior to Employer Safe Harbor Contributions.

         (h)      All contributions to the Plan shall be considered allocated
to Participants' Accounts no later than the last day of the Plan Year for
which they were made, as determined pursuant to Article III, except that, for
purposes of Section 4.3, contributions shall be considered allocated to
Participants' Accounts when received by the Trustee.

         4.2      APPLICATION OF FORFEITURES. Any amounts that are forfeited
under any provision hereof during a Plan Year shall be applied in the manner
determined by the Committee to reduce Employer Matching Contributions and/or
to pay expenses incident to the administration of the Plan and Trust. Prior to
such application, forfeited amounts shall be held in suspense and invested in
the Investment Fund or Funds designated from time to time by the Committee.

         4.3      VALUATION OF ACCOUNTS. All amounts contributed to the Trust
Fund shall be invested as soon as administratively feasible following their
receipt by the Trustee, and the balance of each Account shall reflect the
result of daily pricing of the assets in which such Account is invested from
the time of receipt by the Trustee until the time of distribution.

         4.4      LIMITATIONS AND CORRECTIONS.

         (a)      For purposes of this Section, the following terms and phrases
shall have these respective meanings:

                  (1)      "Annual Additions" of a Participant for any
         Limitation Year shall mean the total of (A) the Employer Contributions,
         Before-Tax Contributions, and forfeitures, if any, allocated to such
         Participant's Accounts for such year, (B) Participant's contributions,
         if any, (excluding any Rollover Contributions for such year), and (C)
         amounts referred to in Sections 415(l)(1) and 419A(d)(2) of the Code.

                  (2)      "415 Compensation" shall mean wages, salaries, fees
         for professional services and other amounts received for personal
         services actually rendered in the course of employment with the
         Employer (including, but not limited to, commissions paid salesmen,
         compensation for services on the basis of a percentage of profits, tips
         and bonuses), subject to the following adjustments and limitations:

                           (A)      The following shall be included:


                                      17

<Page>

                                    (i)   Elective deferrals (as defined in
                           Section 402(g)(3) of the Code) from compensation to
                           be paid by the Employer to the Participant;

                                    (ii)  Any amount which is contributed or
                           deferred by the Employer at the election of the
                           Participant and which is not includible in the gross
                           income of the Participant by reason of Section 125 or
                           457 of the Code; and

                                    (iii) Any amounts that are not includible in
                           the gross income of a Participant under a salary
                           reduction agreement by reason of the application of
                           Section 132(f) of the Code.

                           (B)      The following shall be excluded:

                                    (i)   Contributions made by the Employer to
                           a plan of deferred compensation to the extent that,
                           before the application of the limitations of Section
                           415 of the Code to that plan, the contributions are
                           not includible in the gross income of the Participant
                           for the taxable year in which contributed. In
                           addition, Employer contributions made on behalf of a
                           Participant to a simplified employee pension
                           described in Section 408(k) of the Code are not
                           considered as compensation for the taxable year in
                           which contributed to the extent such contributions
                           are not taxable to, or are deductible by, the
                           Participant. Additionally, any distributions from a
                           plan of deferred compensation are not considered as
                           compensation for purposes of Section 415 of the Code,
                           regardless of whether such amounts are includible in
                           the gross income of the Participant when distributed.
                           However, any amounts received by a Participant
                           pursuant to an unfunded nonqualified plan may be
                           considered as compensation for purposes of Section
                           415 of the Code in the year such amounts are
                           includible in the gross income of the Participant;

                                    (ii)  Amounts realized from the exercise of
                           a nonqualified stock option or when restricted stock
                           (or property) held by a Participant either becomes
                           freely transferable or is no longer subject to a
                           substantial risk of forfeiture under Section 83 of
                           the Code and the regulations issued thereunder;

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

                                    (iv)  Other amounts that receive special tax
                           benefits, such as premiums for group term life
                           insurance (but only to the extent that the premiums
                           are not includible in the gross income of the
                           Participant), or contributions made by the Employer
                           (whether or not under a salary reduction agreement)
                           towards the purchase of an annuity contract described
                           in Section 403(b) of the Code (whether or not the
                           contributions are excludable from the gross income of
                           the Participant); and


                                      18

<Page>

                                    (v)   Any other items or amounts paid to or
                           for the benefit of a Participant.

                           (C)      The 415 Compensation of any Participant
                  taken into account for purposes of the Plan shall be limited
                  to $200,000 for any Plan Year with such limitation to be:

                                    (i)   Adjusted automatically to reflect any
                           amendments to Section 401(a)(17) of the Code and any
                           cost-of-living increases authorized by
                           Section 401(a)(17) of the Code; and

                                    (ii)  Prorated for a Plan Year of less than
                           twelve months and to the extent otherwise required by
                           applicable law.

                  (3)      "Limitation Year" shall mean the Plan Year.

                  (4)      "Maximum Annual Additions" of a Participant for any
         Limitation Year shall mean the lesser of (A) $40,000 (with such amount
         to be adjusted automatically to reflect any cost-of-living adjustment
         authorized by Section 415(d) of the Code) or (B) 100% of such
         Participant's 415 Compensation during such Limitation Year, except that
         the limitation in this Clause (B) shall not apply to any contribution
         for medical benefits (within the meaning of Section 419A(f)(2) of the
         Code) after separation from service with the Employer or a Controlled
         Entity that is otherwise treated as an Annual Addition or to any amount
         otherwise treated as an Annual Addition under Section 415(l)(1) of the
         Code.

         (b)      Contrary Plan provisions notwithstanding, except as provided
in Paragraph (c) below, in no event shall the Annual Additions credited to a
Participant's Accounts for any Limitation Year exceed the Maximum Annual
Additions for such Participant for such year.

         (c)      If no more than one-third of the Employer Contributions for
a Limitation Year that are deductible under Section 404(a) of the Code as
principal or interest payments on an Exempt Loan are allocated to Highly
Compensated Employees, then the limitations imposed by Paragraph (b) above
shall not apply to:

                  (1)      Forfeitures of Company Stock if such Company Stock
         was acquired with the proceeds of an Exempt Loan; or

                  (2)      Employer Contributions that are deductible as
         interest payments on an Exempt Loan under Section 404(a)(9)(B) of the
         Code and charged against a Participant's ESOP Subaccount.

         (d)      If as a result of a reasonable error in estimating a
Participant's compensation, a reasonable error in determining the amount of
elective deferrals (within the meaning of Section 402(g)(3) of the Code) that
may be made with respect to any individual under the limits of Section 415 of
the Code, or because of other limited facts and circumstances, the Annual
Additions that would be credited to a Participant's Accounts for a Limitation
Year would nonetheless exceed the limitations herein provided for such
Participant for such year, the excess

                                      19

<Page>

Annual Additions which, but for this Section, would have been allocated to
such Participant's Accounts shall be disposed of as follows:

                  (1)      First, by returning to such Participant his After-Tax
         Contributions, adjusted for income or loss allocated thereto;

                  (2)      Next, any such excess Annual Additions in the form of
         Before-Tax Contributions on behalf of such Participant that would not
         have been considered in determining the amount of Employer Matching
         Contributions pursuant to Section 3.3 shall be distributed to such
         Participant, adjusted for income or loss allocated thereto;

                  (3)      Next, any such excess Annual Additions in the form of
         Before-Tax Contributions on behalf of such Participant that would have
         been considered in determining the amount of Employer Matching
         Contributions pursuant to Section 3.3 shall be distributed to such
         Participant, adjusted for income or loss allocated thereto, and the
         Employer Matching Contributions that would have been allocated to such
         Participant's Accounts based upon such distributed Before-Tax
         Contributions shall be treated as a forfeiture;

                  (4)      Finally, any such excess Annual Additions in the form
         of Employer Discretionary Contributions shall, to the extent such
         amounts would otherwise have been allocated to such Participant's
         Accounts, be treated as a forfeiture.

         (e)      For purposes of determining whether the Annual Additions
under this Plan exceed the limitations herein provided, all defined
contribution plans of the Employer are to be treated as one defined
contribution plan. In addition, all defined contribution plans of Controlled
Entities shall be aggregated for this purpose. For purposes of this Section
only, a "Controlled Entity" (other than an affiliated service group member
within the meaning of Section 414(m) of the Code) shall be determined by
application of a more than 50% control standard in lieu of an 80% control
standard. If the Annual Additions credited to a Participant's Accounts for any
Limitation Year under this Plan plus the additions credited on his behalf
under other defined contribution plans required to be aggregated pursuant to
this Paragraph would exceed the limitations herein provided for such
Participant for such Limitation Year, the Annual Additions under this Plan and
the additions under such other plans shall be reduced on a pro rata basis and
allocated, reallocated, or returned in accordance with applicable plan
provisions regarding Annual Additions in excess of such limitations.

         (f)      If the Committee determines that a reduction of Compensation
deferral elections pursuant to Section 3.1 and/or After-Tax Contribution
elections pursuant to Section 3.2 is necessary to insure that the limitations
set forth in this Section are met for any Plan Year, the Committee may reduce
the elections of affected Participants on a temporary and prospective basis in
such manner as the Committee shall determine. Further, the Committee may limit
or disallow After-Tax Contributions pursuant to Section 3.2(e) in order to
insure that the limitations set forth in this Section are met for any Plan
Year.





                                      20

<Page>

                            V. INVESTMENT OF ACCOUNTS

         5.1      INVESTMENT OF ESOP SUBACCOUNTS. Participants' ESOP
Subaccounts shall be subject to, and invested in accordance with, Article VI.
Except as provided in Article VI, the remaining provisions of this Article,
other than Section 5.5, shall not apply to such ESOP Subaccounts.

         5.2      INVESTMENT OF CERTAIN EMPLOYER CONTRIBUTIONS. Employer
Matching Contributions and Employer Discretionary Contributions, and any
earnings thereon, shall initially be invested in Company Stock.

         5.3      INVESTMENT OF ACCOUNTS.

         (a)      Except as provided in Section 5.2, each Participant shall
designate, in accordance with the procedures established from time to time by
the Committee, the manner in which the amounts allocated to his Accounts shall
be invested from among the Investment Funds made available from time to time
by the Committee. With respect to the portion of a Participant's Accounts that
is subject to investment direction, such Participant may designate one of such
Investment Funds for all the amounts allocated to such portion of his Accounts
(except to the extent otherwise provided by the Committee pursuant to Section
5.4 with respect to the VBO) or he may split the investment of the amounts
allocated to such portion of his Accounts among such Investment Funds in such
increments as the Committee may prescribe. If a Participant fails to make a
designation, then such portion of his Accounts shall be invested in the
Investment Fund or Funds designated by the Committee from time to time in a
uniform and nondiscriminatory manner.

         (b)      Except as provided in Section 5.2, a Participant may change
his investment designation for future contributions to be allocated to his
Accounts. Any such change shall be made in accordance with the procedures
established by the Committee, and the frequency of such changes may be limited
by the Committee.

         (c)      A Participant may elect to convert his investment
designation with respect to the amounts already allocated to his Accounts
(including, without limitation, the conversion of the investment designation
with respect to amounts invested in Company Stock pursuant to Section 5.2).
Any such conversion shall be made in accordance with the procedures
established by the Committee, and the frequency of such conversions may be
limited by the Committee.

         5.4      VBO INVESTMENTS. One of the Investment Funds available for
the investment of the amounts in a Participant's Accounts under the Plan shall
be the VBO. A Participant may designate that a portion of the amounts in his
Accounts shall be invested in the VBO in accordance with the procedures, and
subject to any limitations, established by the Committee. Upon such a
designation, the amounts so invested in the VBO shall be available, in
accordance with such Participant's directions, for the purchase and subsequent
sale of such stocks, bonds, mutual fund units, and other securities as the
Committee shall make available from time to time. A Participant's directions
with respect to any such purchases and sales shall be effected in accordance
with the procedures established by the Committee. Investment in the VBO by a
Participant shall subject the amounts in his Accounts to such annual,
transactional, or other fees

                                      21

<Page>

and expenses as the Committee may determine. Further, investment in the VBO
shall be subject to such other terms, conditions, and limitations as the
Committee may from time to time determine. Voting and other rights associated
with Participants' investments in the VBO shall be exercisable by Participants
to the extent and in the manner determined by the Committee in its sole
discretion.

         5.5      PASS-THROUGH VOTING AND OTHER RIGHTS WITH RESPECT TO COMPANY
STOCK.

         (a)      Each Participant shall have the right to direct the Trustee
as to the manner of voting and the exercise of all other rights which a
shareholder of record has with respect to shares (and fractional shares) of
Company Stock which have been allocated to the Participant's Accounts
including, but not limited to, the right to sell or retain shares in a public
or private tender offer.

         (b)      All shares (and fractional shares) of Company Stock for
which the Trustee has not received timely Participant directions shall be
voted or exercised by the Trustee in the same proportion as the shares (and
fractional shares) of Company Stock for which the Trustee received timely
Participant directions, except in the case where to do so would be
inconsistent with the provisions of Title I of the Act.

         (c)      Notwithstanding anything herein to the contrary, in the
event of a tender offer for Company Stock, the Trustee shall interpret a
Participant's silence as a direction not to tender the shares of Company Stock
allocated to the Participant's Accounts and, therefore, the Trustee shall not
tender any shares (or fractional shares) of Company Stock for which it does
not receive timely directions to tender such shares (or fractional shares)
from Participants, except in the case where to do so would be inconsistent
with the provisions of Title I of the Act.

         5.6      STOCK SPLITS AND STOCK DIVIDENDS. Stock or other securities
received by the Trustee by reason of a stock split, stock dividend, or
recapitalization shall be appropriately allocated to the Accounts of each
affected Participant.

         5.7      RESTRICTION ON ACQUISITION OF COMPANY STOCK. Notwithstanding
any other provision hereof, it is specifically provided that the Trustee shall
not purchase Company Stock or other Company securities during any period in
which such purchase is, in the opinion of counsel for the Company or the
Committee, restricted by any law or regulation applicable thereto. During such
period, amounts that would otherwise be invested in Company Stock or other
Company securities pursuant to an investment designation shall be invested in
such other assets as the Committee may in its discretion determine, or the
Committee may direct the Trustee to hold such amounts uninvested for a
reasonable period pending the purchase of such stock or securities.

                          VI. ESOP AND ESOP ALLOCATIONS

         6.1      ARTICLE CONTROLS. Any Plan provisions to the contrary
notwithstanding, the provisions of this Article shall control.

                                      22

<Page>

         6.2      PURPOSE OF ESOP. The purpose of the ESOP is to enable
Participants to acquire an ownership interest in the Company. As a means of
accomplishing such purpose, the ESOP will be invested primarily in Company
Stock. The ESOP is also designed to provide a technique of corporate finance
to the Company or the Employer. Therefore, it may be used to accomplish the
following objectives: to provide Participants with beneficial ownership of
Company Stock; to meet general financing requirements of the Company or the
Employer, including capital growth and transfer in the ownership of Company
Stock; and to receive loans (or other extensions of credit) to finance the
acquisition of Company Stock, with such loans (or credits) secured primarily
by a commitment by the Employer to pay contributions to the Trust in amounts
sufficient to enable principal and interest on such loans to be repaid.

         6.3      NATURE OF THE ESOP. The ESOP is designed to meet the
requirements for an employee stock ownership plan within the meaning of
Section 4975(e)(7) of the Code and Section 407(d)(6) of the Act, which may
enter into one or more Exempt Loans. No loan shall be made to the ESOP which
is (i) a loan made by a disqualified person (as such term is defined in
Section 4975(e) of the Code) or (ii) a loan guaranteed by a disqualified
person (as such term is defined in Section 4975(e) of the Code) unless all of
the requirements of this Article VI have been satisfied. The ESOP Subaccounts
shall be the portion of the Plan that constitutes an employee stock ownership
plan, and the ESOP is intended to be a stock bonus plan qualified under
Section 401(a) of the Code.

         6.4      REQUIREMENTS AS TO EXEMPT LOAN.

         (a)      The terms of any Exempt Loan shall comply with all the
requirements necessary to constitute an exempt loan within the meaning of
Treasury Regulation Section 54.4975-7(b), including each of the following
requirements:

                  (i)     the terms shall be as favorable to the ESOP as the
         terms of a comparable loan from arms-length negotiations between
         independent parties;

                  (ii)    the interest rate shall be no more than a reasonable
         interest rate considering all relevant factors including the amount
         and duration of the loan, the security and guarantee involved, the
         credit standing of the ESOP and the guarantor of the loan and the
         interest rate prevailing for comparable loans;

                  (iii)   the loan shall be without recourse against the ESOP;

                  (iv)    the loan must be for a specific term under which the
         number of years to maturity is definitely ascertainable at all times;

                  (v)     the loan may not be payable at the demand of any
         person except in the case of default;

                  (vi)    the only assets of the ESOP that may be given as
         collateral for the loan are Company Stock acquired with the proceeds
         of the same or Company Stock used as collateral on a prior Exempt Loan
         and repaid with the proceeds of the same;

                                      23

<Page>

                  (vii)   no person entitled to payment under the loan shall
         have any right to assets of the ESOP other than collateral given for
         the loan, contributions made to the ESOP to enable it to meet its
         obligations under the loan and earnings attributable to such
         collateral and such contributions;

                  (viii)  the value of ESOP assets transferred in satisfaction
         of the loan upon an event of default shall not exceed the amount of
         the default;

                  (ix)    if the lender is a disqualified person (as such term
         is defined in Section 4975(e) of the Code), ESOP assets may only be
         transferred upon default only upon and to the extent of the failure of
         the ESOP to meet the payment schedule of the loan;

                  (x)     upon payment of any portion of the balance due on the
         loan, the assets pledged as collateral for such portion shall be
         released from encumbrance; and

                  (xi)    the loan shall be repaid only from amounts
         contributed to the ESOP by the Employer to enable the ESOP to repay
         such loan, earnings on such contributions and earnings on Financed
         Stock acquired with the proceeds of such loan (including dividends and
         proceeds of sale of such Financed Stock, so long as such use of
         proceeds complies with applicable requirements of the Code and
         regulations thereunder).

         (b)      Any Exempt Loan must be primarily for the benefit of
Participants and their beneficiaries.

         (c)      Except as provided in Section 6.10 or as otherwise permitted
by Section 4975(e)(7) of the Code and Treasury Regulations promulgated
thereunder, Company Stock acquired with the proceeds of an Exempt Loan shall
not be subject to a put, call or other option or buy-sell or similar
arrangement while held by or distributed from the Plan. The restrictive
protections of this Paragraph (c) shall be nonterminable with respect to
Company Stock acquired with the proceeds of an Exempt Loan and shall continue
to exist regardless of whether such loan is repaid or the Plan ceases to be an
employee stock ownership plan within the meaning of Section 4975(e)(7) of the
Code and Treasury Regulations promulgated thereunder.

         6.5      USE OF EXEMPT LOAN PROCEEDS.

         (a)      The proceeds of any Exempt Loan shall be used within a
reasonable time after receipt thereof to acquire Company Stock, to repay such
loan or to repay a prior Exempt Loan.

         (b)      Company Stock acquired with the proceeds of any Exempt Loan
shall at all times meet the requirements of Section 409(l) of the Code.

         (c)      All shares of Company Stock acquired by the Plan with the
proceeds of an Exempt Loan shall be allocated to the Suspense Account and held
therein until released pursuant to the provisions of Section 6.7.

         (d)      In no event shall the proceeds of any Exempt Loan be used to
enter into any transaction pursuant to which a taxpayer may elect
nonrecognition treatment under Section 1042 of the Code.

                                      24

<Page>

         6.6      LOAN REPAYMENT CONTRIBUTIONS. With respect to a Plan Year
during which there are shares of Financed Stock in the Suspense Account, the
Employer shall make contributions to the ESOP in the form of, first, Employer
Matching Contributions and, then, Employer Discretionary Contributions in an
amount which, when added to dividends then available to amortize a then
outstanding Exempt Loan, is sufficient to enable the Trustee to pay any
currently maturing obligation under such Exempt Loan.

         6.7      RELEASE AND ALLOCATION OF FINANCED STOCK.

         (a)      The number of shares of Financed Stock to be released from
the Suspense Account as soon as practicable following any amortization of an
Exempt Loan shall equal the number of shares of Financed Stock in the Suspense
Account immediately before release multiplied by a fraction. The numerator of
the fraction shall be the amount of the payment of principal and interest on
the Exempt Loan. The denominator of the fraction shall be the sum of the
numerator plus the principal and interest to be paid for all future periods
over the duration of the Exempt Loan repayment period. If the Financed Stock
includes more than one class of security, the number of shares to be released
must be determined by applying the same fraction to each class.

         (b)      Following any such amortization of an Exempt Loan, the
aggregate amount described in Paragraph (a) above for a Plan Year shall be
allocated to Participants' ESOP Subaccounts, first, as provided in Section
4.1(c) for such Plan Year and, then, the excess of the released amount over
the Employer Matching Contributions for such Plan Year, if any, shall be
allocated to Participants' ESOP Subaccounts as provided in Section 4.1(d) for
such Plan Year.

         (c)      In the event that the amount described in Paragraph (a)
above includes assets other than Company Stock, each allocation to a
Participant's ESOP Subaccount pursuant to this Section 6.7 shall contain a pro
rata part of Company Stock and such other assets.

         6.8      INVESTMENT OF ACCOUNTS.

         (a)      Participants' ESOP Subaccounts shall be invested primarily
in shares of Company Stock. For purposes of operational compliance with the
requirement that Participants' ESOP Subaccounts shall be invested `primarily'
in shares of Company Stock, such ESOP Subaccounts, in the aggregate, will be
deemed to be invested `primarily' in Company Stock if 80% or more of the
aggregate assets of such ESOP Subaccounts are invested in Company Stock.
Notwithstanding the foregoing, the portions of Participants' ESOP Subaccounts
consisting of shares of Company Stock which were purchased with the proceeds
of any "employer reversion" as such term is defined in Section 4980(c)(2) of
the Code (or a predecessor thereto) transferred to the Plan ("Employer
Reversion") shall at all times prior to distribution in accordance with the
provisions of the Plan be invested 100% in shares of Company Stock.

         (b)      Notwithstanding the provisions of Paragraph (a) above, a
Participant may elect, in accordance with the procedures established by the
Committee, to liquidate any or all of the Company Stock held in his ESOP
Subaccount (other than any portion of such Participant's ESOP Subaccount
consisting of shares of Company Stock which were purchased with the proceeds
of any Employer Reversion) and transfer the amount resulting from such
liquidation

                                      25

<Page>

out of such ESOP Subaccount and into his Non-ESOP Subaccount. Upon any such
transfer, such amounts shall be subject to all of the provisions of Article V
and shall no longer be subject to the provisions of this Article VI.

         (c)      A Participant may elect, in accordance with the procedures
established by the Committee, to direct that any amounts held in his Non-ESOP
Subaccount shall be reallocated to his ESOP Subaccount. Amounts transferred
pursuant to this Paragraph (c) shall be invested primarily in Company Stock,
shall be subject to the provisions of this Article VI, and shall no longer be
subject to the provisions of Article V except as expressly provided therein.

         6.9      DIVIDENDS.

         (a)      Any dividends received by the Trustee which are attributable
to Company Stock credited to a Participant's ESOP Subaccount shall be
allocated upon receipt by the Trustee to the ESOP Subaccount of such
Participant to the same extent and in the same proportion as such dividends
would have been received by such Participant had he been the direct owner of
the Company Stock credited to his ESOP Subaccount. With respect to each
Participant whose employment is terminated for any reason, so long as there
are any shares of Company Stock in such Participant's ESOP Subaccount, his
ESOP Subaccount shall continue to receive dividend allocations pursuant to
this Paragraph.

         (b)      Any dividends received by the Trustee which are attributable
to Company Stock credited to the Suspense Account shall be used by the Trustee
to make Exempt Loan payments until such Exempt Loan has been repaid in full.

         6.10     "PUT" OPTION.

         (a)      A former Participant or designated beneficiary shall be
granted, at the time that shares of Company Stock are distributed to him from
his ESOP Subaccount, a put option to sell the shares of Company Stock to the
Company (or its delegate). The put option shall extend for a period of sixty
days following the date that the shares of Company Stock are distributed to
the former Participant or designated beneficiary, at which time the put option
will temporarily lapse. After the end of the Plan Year in which such put
option lapses, and following notification to each former Participant or
beneficiary who continues to hold the distributed Company Stock of the value
of such Company Stock as of the end of such Plan Year, each such former
Participant or beneficiary shall have an additional put option for the
sixty-day period immediately following the date such notification is given to
such former Participant or beneficiary. To exercise the put option provided
under this Section 6.10, a former Participant or designated beneficiary shall
submit written notice to the Committee of his desire to have the Company (or
its delegate) purchase all or a designated portion of the shares of Company
Stock which were distributed to him from his ESOP Subaccount. Upon receipt of
such written notice, the Company (or its delegate) shall purchase the tendered
Company Stock or such portion thereof as was not purchased by the ESOP on the
terms set forth below. It is specifically provided that the trustee or
custodian of a rollover individual retirement account of a former Participant
shall have the same put option as described herein with respect to such former
Participant.


                                      26

<Page>

         (b)      Any Company Stock purchased by the Company (or its delegate)
pursuant to the put option provided in Paragraph (a) above shall be purchased
as soon as practicable after the exercise of such put option, at a price equal
to the fair market value of Company Stock as determined for the date of such
purchase. Payment by the Company (or its delegate) for shares of Company Stock
purchased pursuant to this put option shall be, as determined by the Company
(or its delegate), by (i) a single lump sum cash payment made within thirty
days of the date of exercise of the put option by the former Participant or
designated beneficiary or (ii) in the case of Company Stock which was received
by the former Participant or designated beneficiary in a distribution
constituting the distribution within a single taxable year of the balance of
the Participant's ESOP Subaccount under the Plan, in substantially equal annual
installments over a period beginning not later than thirty days after the
exercise of the put option by the former Participant or designated beneficiary
and not exceeding five years after the put option is exercised provided that
provisions are made for adequate security for the purchaser's debt obligation
and reasonable interest is paid with respect to the unpaid portion of the
purchase price.

         (c)      This Section 6.10 shall be inoperative in the event that the
Company Stock which is distributed from an ESOP Subaccount to a Participant or
designated beneficiary is, at the time of such distribution, listed on a
national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934 or quoted on a system sponsored by a national securities
association registered under Section 15A(b) of the Securities Exchange Act of
1934.

         6.11     RIGHT OF FIRST REFUSAL.

         (a)      Any Company Stock distributed from the Plan to a Participant
or designated beneficiary shall be subject to a "right of first refusal" in
favor of the Plan. No such Participant or designated beneficiary may sell,
assign or, in any other manner, transfer (except by gift, devise or intestate
succession in which case such Company Stock shall continue to be subject to the
right of first refusal provided herein) such Company Stock prior to first
giving written notice to the Trustee which shall state the complete terms upon
which the Participant or designated beneficiary seeks to transfer the Company
Stock. Upon receipt of such written notice, the Trustee, on behalf of the Plan,
shall have the right to purchase (a preferential right to which is hereby
granted in favor of the Trustee) the Company Stock upon the terms set forth
below. The purchase price to the Trustee shall be the fair market value of the
Company Stock and, in determining the fair market value of the Company Stock,
the Trustee shall give due consideration to the purchase price offered to the
selling Participant or beneficiary by a third-party buyer. This "right of first
refusal" in favor of the Plan shall lapse upon the earlier of (1) the
fourteenth day after the seller gives written notice to the Trustee that an
offer by a third-party buyer to purchase the Company Stock has been received,
including the complete terms of the proposed transfer or (2) the date the
Trustee delivers written notice to the seller that the Plan does not desire to
exercise its right to purchase the Company Stock thereby consenting to the
proposed transfer on the terms set forth in the selling Participant's notice.
If the Trustee, on behalf of the Plan, desires to exercise affirmatively the
preferential purchase right set forth above, the Trustee shall do so by giving
the required written notice within the fourteen day period described herein.
The consummation of any such purchase shall be on a mutually acceptable date as
soon as practicable after giving such written notice and the purchaser shall
tender payment for any Company Stock purchased pursuant to this Section 6.11(a)
in the form of a single cash payment.


                                      27
<Page>


         (b)      Each stock certificate representing shares of Company Stock
distributed from the Plan subject to the "right of first refusal" provided by
this Section shall bear the following legend written conspicuously across the
face, or written across the back and conspicuously referred to on the face:

                  "The shares evidenced by this certificate are subject to the
         provisions of Section 6.11 of the Illinois Power Company Incentive
         Savings Plan. No sale, assignment or transfer (other than by gift,
         devise or intestate succession in which case such stock shall continue
         to be subject to the right of first refusal provided herein) of any or
         all of the shares evidenced by this certificate, or any interest in
         such shares, shall be valid or effective unless the terms and
         provisions of such Section 6.11 have been fulfilled. Dynegy Inc. will
         furnish without charge a copy of such Section containing a full
         statement of the applicable restrictions on transfer or other
         disposition of the shares evidenced by this certificate, or any
         interest in such shares, to the record holder of this certificate upon
         written request to Dynegy Inc. at its principal place of business or
         registered office."

         (c)      This Section 6.11 shall become inoperative as to all
shareholders during any period in which Company Stock is listed on a national
securities exchange registered under Section 6 of the Securities Exchange Act
of 1934 or quoted on a system sponsored by a national securities association
registered under Section 15A(b) of the Securities Exchange Act of 1934. The
protections and rights of this Section are nonterminable with respect to
Company Stock acquired with the proceeds of an Exempt Loan and shall continue
to exist regardless of whether such loan is repaid or the Plan ceases to be an
employee stock ownership plan within the meaning of Section 4975(e)(7) of the
Code and Treasury Regulations promulgated thereunder.

         6.12     INVESTMENT OF TRUST FUND IN COMPANY STOCK. The Trustee shall
purchase and maintain in the Trust Fund sufficient shares of Company Stock to
make distributions of such Company Stock to Participants and their
beneficiaries in accordance with the provisions of the Plan, and is authorized
to invest up to 100% of the Trust Fund in Company Stock. The Committee shall
determine the extent to which the Trust Fund shall be invested in Company Stock
and shall determine the price at which Company Stock will be purchased or sold.
The Trustee shall act on the Committee's directions with respect to the
purchase and sale of Company Stock and shall have no liability for acting or
refraining from acting with respect to the shares of the Company Stock held
hereunder from time to time. Plan provisions to the contrary notwithstanding,
the Trustee shall not purchase Company Stock under the provisions hereof during
any period in which such purchase is, in the opinion of the Committee,
restricted by any law or regulation applicable thereto. During such period,
amounts that would otherwise be invested in Company Stock shall be invested in
an interest-bearing account, or the Trustee may hold such amounts uninvested
for a reasonable period pending appropriate investment.

         6.13     COMPANY STOCK VALUATION. For purposes of determining the fair
market value of Company Stock, the Committee may direct that appraisals of the
value of Company Stock be made by an independent appraiser annually or at such
more frequent periodic intervals as the Committee deems appropriate and the
Committee shall be entitled to base its determination as to the fair market
value of Company Stock upon the most recent of such independent appraisals.
During any period when Company Stock is not readily tradeable on an established
securities


                                      28
<Page>


market, all plan activities involving Company Stock shall be based on
valuations of Company Stock rendered by an independent appraiser in accordance
with the requirements of Section 401(a)(28) of the Code and Treasury
Regulations promulgated thereunder. This Section shall be inoperative in the
event that the Company Stock is listed on a national securities exchange
registered under Section 6 of the Securities Exchange Act of 1934 or quoted on
a system sponsored by a national securities association registered under
Section 15A(b) of the Securities Exchange Act of 1934.

                            VII. TERMINATION BENEFITS

         7.1      NO BENEFITS UNLESS HEREIN SET FORTH. Except as set forth in
this Article, upon termination of employment of a Participant for any reason
other than death, such Participant shall acquire no right to any benefit from
the Plan or the Trust Fund.

         7.2      TERMINATION BENEFIT. Each Participant whose employment is
terminated for any reason other than death shall be entitled to a termination
benefit, payable at the time and in the form provided in Article IX, equal in
value to the sum of the amounts in his Accounts on his Benefit Commencement
Date.

         7.3      VESTING OF ACCOUNTS. A Participant shall have a 100% vested
and nonforfeitable interest in each of his Accounts at all times.

                              VIII. DEATH BENEFITS

         8.1      DEATH BENEFITS. Upon the death of a Participant while an
Employee, the Participant's designated beneficiary shall be entitled to a death
benefit payable at the time and in the form provided in Article IX, equal in
value to the sum of the amount in the Participant's Accounts on his Benefit
Commencement Date.

         8.2      DESIGNATION OF BENEFICIARIES.

         (a)      Each Participant shall have the right to designate the
beneficiary or beneficiaries to receive payment of his benefit in the event of
his death. Each such designation shall be made by executing the beneficiary
designation form prescribed by the Committee and filing such form with the
Committee. Any such designation may be changed at any time by such Participant
by execution and filing of a new designation in accordance with this Section.
Notwithstanding the foregoing, if a Participant who is married on the date of
his death has designated an individual or entity other than his surviving
spouse as his beneficiary, such designation shall not be effective unless (1)
such surviving spouse has consented thereto in writing and such consent (A)
acknowledges the effect of such specific designation, (B) either consents to
the specific designated beneficiary (which designation may not subsequently be
changed by the Participant without spousal consent) or expressly permits such
designation by the Participant without the requirement of further consent by
such spouse, and (C) is witnessed by a Plan representative (other than the
Participant) or a notary public or (2) the consent of such spouse cannot be
obtained because such spouse cannot be located or because of other
circumstances described by applicable Treasury regulations. Any such consent by
such surviving spouse shall be irrevocable.


                                      29
<Page>


         (b)      If no beneficiary designation is on file with the Committee
at the time of the death of the Participant or if such designation is not
effective for any reason as determined by the Committee, the designated
beneficiary or beneficiaries to receive such death benefit shall be as follows:

                  (1) If a Participant leaves a surviving spouse, his designated
         beneficiary shall be such surviving spouse; and

                  (2) If a Participant leaves no surviving spouse, his
         designated beneficiary shall be (A) such Participant's executor or
         administrator or (B) his heirs at law if there is no administration of
         such Participant's estate.

         (c)      Notwithstanding the preceding provisions of this Section and
to the extent not prohibited by state or federal law, if a Participant is
divorced from his spouse and at the time of his death is not remarried to the
person from whom he was divorced, any designation of such divorced spouse as
his beneficiary under the Plan filed prior to the divorce shall be null and
void unless the contrary is expressly stated in writing filed with the
Committee by the Participant. The interest of such divorced spouse failing
hereunder shall vest in the persons specified in Paragraph (b) above as if such
divorced spouse did not survive the Participant.

                    IX. TIME AND FORM OF PAYMENT OF BENEFITS

         9.1      DETERMINATION OF BENEFIT COMMENCEMENT DATE.

         (a)      A Participant's Benefit Commencement Date shall be the date
that is as soon as administratively feasible after the Participant or his
beneficiary becomes entitled to a benefit pursuant to Article VII or VIII
unless the Participant has been reemployed by the Employer or a Controlled
Entity before such potential Benefit Commencement Date.

         (b)      Unless (1) the Participant has attained age sixty-five or
died, (2) the Participant consents to a distribution pursuant to Paragraph (a)
within the ninety-day period ending on the date payment of his benefit
hereunder is to commence pursuant to Paragraph (a), or (3) the balance of the
Participant's Accounts is not in excess of $5,000, the Participant's Benefit
Commencement Date shall be deferred to the date which is as soon as
administratively feasible after the earlier of the date the Participant attains
age sixty-five or the Participant's date of death, or such earlier date as the
Participant may elect by written notice to the Committee prior to such date. No
less than thirty days (unless such thirty-day period is waived by an
affirmative election in accordance with applicable Treasury regulations) and no
more than ninety days before his Benefit Commencement Date, the Committee shall
inform the Participant of his right to defer his Benefit Commencement Date and
shall describe the Participant's Direct Rollover election rights pursuant to
Section 9.3 below.

         (c)      A Participant's Benefit Commencement Date shall in no event
be later than the sixtieth day following the close of the Plan Year during
which such Participant attains, or would have attained, his Normal Retirement
Date or, if later, terminates his employment with the Employer and all
Controlled Entities.


                                      30
<Page>


         (d)      A Participant's Benefit Commencement Date shall be in
compliance with the provisions of Section 401(a)(9) of the Code and applicable
Treasury regulations thereunder and shall in no event be later than:

                  (1) April 1 of the calendar year following the later of (A)
         the calendar year in which such Participant attains the age of seventy
         and one-half or (B) the calendar year in which such Participant
         terminates his employment with the Employer and all Controlled Entities
         (provided, however, that clause (B) of this sentence shall not apply in
         the case of a Participant who is a "five-percent owner" (as defined in
         Section 416 of the Code) with respect to the Plan Year ending in the
         calendar year in which such Participant attains the age of seventy and
         one-half); and

                  (2) In the case of a benefit payable pursuant to Article VIII,
         (A) if payable to other than the Participant's spouse, December 31 of
         the calendar year that contains the fifth anniversary of the
         Participant's date of death or (B) if payable to the Participant's
         spouse, the later of (i) December 31 of the calendar year that contains
         the fifth anniversary of the Participant's date of death or (ii)
         December 31 of the calendar year in which such Participant would have
         attained the age of seventy and one-half, unless such surviving spouse
         dies before the payment is made, in which case the Benefit Commencement
         Date may not be deferred beyond December 31 of the calendar year
         following the calendar year in which such surviving spouse dies.

The provisions of this Section notwithstanding, a Participant may not elect to
defer the receipt of his benefit hereunder to the extent that such deferral
creates a death benefit that is more than incidental within the meaning of
Section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder.
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 Code in accordance with the regulations
under Section 401(a)(9) of the Code that were proposed on January 17, 2001,
notwithstanding any provisions of the Plan to the contrary. The provisions of
the preceding sentence 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) of the Code or such other date as may be specified in guidance
published by the Internal Revenue Service.

         (e)      Subject to the provisions of Paragraph (d), a Participant's
Benefit Commencement Date shall not occur unless the Article VII or VIII event
entitling the Participant (or his beneficiary) to a benefit constitutes a
distributable event described in Section 401(k)(2)(B) of the Code and shall not
occur while the Participant is employed by the Employer or any Controlled
Entity (irrespective of whether the Participant has become entitled to a
distribution of his benefit pursuant to Article VII or VIII).

         (f)      Paragraphs (a), (b), and (c) above notwithstanding, but
subject to the provisions of Paragraph (d) above, a Participant and the
beneficiary of a Participant who dies prior to his Benefit Commencement Date,
other than a Participant whose balance in his Accounts is not in excess of
$5,000, must file a claim for benefits in the manner prescribed by the
Committee before payment of his benefit will be made.


                                      31
<Page>


         (g)      Notwithstanding the provisions of the Plan regarding
availability of distributions from the Plan upon "termination of employment," a
Participant's Accounts shall be distributed on account of the Participant's
"severance from employment" as such term is used in Section 401(k)(2)(B)(i)(I)
of the Code. Distributions permitted under the Plan upon a Participant's
"severance from employment" pursuant to the preceding sentence shall apply for
distributions on or after the Effective Date regardless of when the severance
from employment occurred.

         (h)      For purposes of this Section, in determining whether the
balance in a Participant's Accounts is not in excess of $5,000, the value of
the balance in his Accounts shall be determined without regard to that portion
of his Accounts which 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 balance in a
Participant's Accounts as so determined is $5,000 or less, then the
Participant's entire account balance (including amounts attributable to such
Rollover Contributions) shall be immediately distributed in a single lump sum
payment.

         9.2      FORM OF PAYMENT AND PAYEE.

         (a)      Subject to the provisions of Paragraph (b) below, a
Participant's benefit shall be provided from the balance of such Participant's
Accounts under the Plan and shall be paid in cash in one lump sum on the
Participant's Benefit Commencement Date. Except as provided in Section 18.4,
the Participant's benefit shall be paid to the Participant unless the
Participant has died prior to his Benefit Commencement Date, in which case the
Participant's benefit shall be paid to his beneficiary designated in accordance
with the provisions of Section 9.2.

         (b)      Benefits shall be paid (or transferred pursuant to Section
9.3) in cash except that a Participant (or his designated beneficiary or legal
representative in the case of a deceased Participant) may elect to have the
portion of his Accounts invested in Company Stock paid (or transferred pursuant
to Section 9.3) in full shares of such stock with any balance (including
fractional shares of Company Stock) to be paid or transferred in cash.
Conversions of Company Stock to cash and cash to Company Stock shall be based
upon the value of Company Stock on the Participant's Benefit Commencement Date.

         9.3      DIRECT ROLLOVER ELECTION. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a Distributee's election
under this Section, a Distributee may elect, at the time and in the manner
prescribed by the Committee, to have all or any portion of an Eligible Rollover
Distribution (other than any portion attributable to the offset of an
outstanding loan balance of such Participant pursuant to the Plan's loan
procedure) paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover. The preceding sentence notwithstanding, a
Distributee may elect a Direct Rollover pursuant to this Section only if such
Distributee's Eligible Rollover Distributions during the Plan Year are
reasonably expected to total $200 or more. Furthermore, if less than 100% of
the Participant's Eligible Rollover Distribution is to be a Direct Rollover,
the amount of the Direct Rollover must be $500 or more. Prior to any Direct
Rollover pursuant to this Section, the Committee may require the Distributee to
furnish the Committee with a statement from the plan, account, or annuity to


                                      32
<Page>


which the benefit is to be transferred verifying that such plan, account, or
annuity is, or is intended to be, an Eligible Retirement Plan.

         9.4      TRANSFERS TO COLLECTIVELY BARGAINED PLAN. If an Employee of
the Employer or a Controlled Entity (a) ceases to be an Eligible Employee, (b)
continues to be employed by the Employer or a Controlled Entity, and (c)
coincident with his cessation as an Eligible Employee, he becomes eligible to
participate in the Collectively Bargained Plan, then the sum of the amounts in
his Accounts (including any outstanding loans) as of the date of the transfer
of assets hereinafter provided, shall be transferred as soon as practicable
after the cessation described in clause (a) above to corresponding accounts
under the Collectively Bargained Plan in accordance with the requirements of
Section 414(l) of the Code and the regulations thereunder, and, for periods
after the date of such cessation, he shall cease to be a Participant in the
Plan and shall be a participant in the Collectively Bargained Plan, subject to
the terms and conditions of the Collectively Bargained Plan.

         9.5      UNCLAIMED BENEFITS. In the case of a benefit payable on
behalf of a Participant, if the Committee is unable to locate the Participant
or beneficiary to whom such benefit is payable, upon the Committee's
determination thereof, such benefit shall be forfeited. The timing of such
forfeiture shall comply with the time of payment rules described in Section
9.1. Notwithstanding the foregoing, if subsequent to any such forfeiture the
Participant or beneficiary to whom such benefit is payable makes a valid claim
for such benefit, such forfeited benefit shall be restored to the Plan by
having the forfeited amount restored to such Participant, unadjusted by any
subsequent gains or losses of the Trust Fund. Any such restoration shall be
made as soon as administratively following the date of the submission of such
valid claim. Notwithstanding anything to the contrary in the Plan, forfeited
amounts to be restored by the Employer pursuant to this Section shall be
charged against and deducted from forfeitures for the Plan Year in which such
amounts are restored that would otherwise be available to be applied pursuant
to Section 4.2. If such forfeitures otherwise available are not sufficient to
provide such restoration, the portion of such restoration not provided by
forfeitures shall be charged against and deducted from Employer Discretionary
Contributions otherwise available for allocation to other Participants in
accordance with Section 4.1(d), and any additional amount needed to restore
such forfeited amounts shall be a minimum required Employer Discretionary
Contribution (which shall be made without regard to current or accumulated
earnings and profits).

         9.6      CLAIMS REVIEW.

         (a)      DEFINITIONS. For purposes of this Section, the following
terms, when capitalized, will be defined as follows:

                  (1) ADVERSE BENEFIT DETERMINATION: Any denial, reduction or
         termination of or failure to provide or make payment (in whole or in
         part) for a Plan benefit, including any denial, reduction, termination
         or failure to provide or make payment that is based on a determination
         of a Claimant's eligibility to participate in the Plan. Further, any
         invalidation of a claim for failure to comply with the claim submission
         procedure will be treated as an Adverse Benefit Determination.




                                      33
<Page>

                  (2) BENEFITS ADMINISTRATOR: The person or office to whom the
         Committee has delegated day-to-day Plan administration responsibilities
         and who, pursuant to such delegation, processes Plan benefit claims in
         the ordinary course.

                  (3) CLAIMANT: A Participant or beneficiary or an authorized
         representative of such Participant or beneficiary who has filed or
         desires to file a claim for a Plan benefit.

          (b)     FILING OF BENEFIT CLAIM. To file a benefit claim under the
Plan, a Claimant must obtain from the Benefits Administrator the information
and benefit election forms, if any, provided for in the Plan and otherwise
follow the procedures established from time to time by the Committee or the
Benefits Administrator for claiming Plan benefits. If, after reviewing the
information so provided, the Claimant needs additional information regarding
his Plan benefits, he may obtain such information by submitting a written
request to the Benefits Administrator describing the additional information
needed. A Claimant may only request a Plan benefit by fully completing and
submitting to the Benefits Administrator the benefit election forms, if any,
provided for in the Plan and otherwise following the procedures established
from time to time by the Committee or the Benefits Administrator for claiming
Plan benefits.

          (c)     PROCESSING OF BENEFIT CLAIM. Upon receipt of a fully
completed benefit claim from a Claimant, the Benefits Administrator shall
determine if the Claimant's right to the requested benefit, payable at the
time or times and in the form requested, is clear and, if so, shall process
such benefit claim without resort to the Committee. If the Benefits
Administrator determines that the Claimant's right to the requested benefit,
payable at the time or times and in the form requested, is not clear, it shall
refer the benefit claim to the Committee for review and determination, which
referral shall include:

                  (1) All materials submitted to the Benefits Administrator by
         the Claimant in connection with the claim;

                  (2) A written description of why the Benefits Administrator
         was of the view that the Claimant's right to the benefit, payable at
         the time or times and in the form requested, was not clear;

                  (3) A description of all Plan provisions pertaining to the
         benefit claim;

                  (4) Where appropriate, a summary as to whether such Plan
         provisions have in the past been consistently applied with respect to
         other similarly situated Claimants; and

                  (5) Such other information as may be helpful or relevant to
         the Committee in its consideration of the claim.

If the Claimant's claim is referred to the Committee, the Claimant may examine
any relevant document relating to his claim and may submit written comments or
other information to the Committee to supplement his benefit claim. Within
thirty days of receipt from the Benefits Administrator of a benefit claim
referral (or such longer period as may be necessary due to unusual circumstances
or to enable the Claimant to submit comments), but in any event not later than
will permit the Committee sufficient time to fully and fairly consider the claim
and make a determination within the time frame provided in Paragraph (d) below,
the Committee shall

                                      34

<Page>

consider the referral regarding the claim of the Claimant and make a decision
as to whether it is to be approved, modified or denied. If the claim is
approved, the Committee shall direct the Benefits Administrator to process the
approved claim as soon as administratively practicable.

          (d)     NOTIFICATION OF ADVERSE BENEFIT DETERMINATION. In any case
of an Adverse Benefit Determination of a claim for a Plan benefit, the
Committee shall furnish written notice to the affected Claimant within a
reasonable period of time but not later than ninety days after receipt of such
claim for Plan benefits (or within 180 days if special circumstances
necessitate an extension of the ninety-day period and the Claimant is informed
of such extension in writing within the ninety-day period and is provided with
an extension notice consisting of an explanation of the special circumstances
requiring the extension of time and the date by which the benefit
determination will be rendered). Any notice that denies a benefit claim of a
Claimant in whole or in part shall, in a manner calculated to be understood by
the Claimant:

                  (1) State the specific reason or reasons for the Adverse
         Benefit Determination;

                  (2) Provide specific reference to pertinent Plan provisions on
         which the Adverse Benefit Determination is based;

                  (3) Describe any additional material or information necessary
         for the Claimant to perfect the claim and explain why such material or
         information is necessary; and

                  (4) Describe the Plan's review procedures and the time limits
         applicable to such procedures, including a statement of the Claimant's
         right to bring a civil action under Section 502(a) of the Act following
         an Adverse Benefit Determination on review.

         (e)      REVIEW OF ADVERSE BENEFIT DETERMINATION.  A Claimant has the
right to have an Adverse Benefit Determination reviewed in accordance with the
following claims review procedure:

                  (1) The Claimant must submit a written request for such review
         to the Committee not later than 60 days following receipt by the
         Claimant of the Adverse Benefit Determination notification;

                  (2) The Claimant shall have the opportunity to submit written
         comments, documents, records, and other information relating to the
         claim for benefits to the Committee;

                  (3) The Claimant shall have the right to have all comments,
         documents, records, and other information relating to the claim for
         benefits that have been submitted by the Claimant considered on review
         without regard to whether such comments, documents, records or
         information were considered in the initial benefit determination; and

                  (4) The Claimant shall have reasonable access to, and copies
         of, all documents, records, and other information relevant to the claim
         for benefits free of

                                      35

<Page>

         charge upon request, including (a) documents, records or other
         information relied upon for the benefit determination, (b) documents,
         records or other information submitted, considered or generated without
         regard to whether such documents, records or other information were
         relied upon in making the benefit determination, and (c) documents,
         records or other information that demonstrates compliance with the
         standard claims procedure.

The decision on review by the Committee will be binding and conclusive upon all
persons, and the Claimant shall neither be required nor be permitted to pursue
further appeals to the Committee.

          (f)     NOTIFICATION OF BENEFIT DETERMINATION ON REVIEW. Notice of
the Committee's final benefit determination regarding an Adverse Benefit
Determination will be furnished in writing or electronically to the Claimant
after a full and fair review. Notice of an Adverse Benefit Determination upon
review will:

                  (1) State the specific reason or reasons for the Adverse
         Benefit Determination;

                  (2) Provide specific reference to pertinent Plan provisions on
         which the Adverse Benefit Determination is based;

                  (3) State that the Claimant is entitled to receive, upon
         request and free of charge, reasonable access to, and copies of, all
         documents, records, and other information relevant to the Claimant's
         claim for benefits including (a) documents, records or other
         information relied upon for the benefit determination, (b) documents,
         records or other information submitted, considered or generated without
         regard to whether such documents, records or other information were
         relied upon in making the benefit determination, and (c) documents,
         records or other information that demonstrates compliance with the
         standard claims procedure; and

                  (4) Describe the Claimant's right to bring an action under
         Section 502(a) of the Act.

The Committee shall notify a Claimant of its determination on review with
respect to the Adverse Benefit Determination of the Claimant within a reasonable
period of time but not later than sixty days after the receipt of the Claimant's
request for review unless the Committee determines that special circumstances
require an extension of time for processing the review of the Adverse Benefit
Determination. If the Committee determines that such extension of time is
required, written notice of the extension (which shall indicate the special
circumstances requiring the extension and the date by which the Committee
expects to render the determination on review) shall be furnished to the
Claimant prior to the termination of the initial sixty-day review period. In no
event shall such extension exceed a period of sixty days from the end of the
initial sixty-day review period. In the event such extension is due to the
Claimant's failure to submit necessary information, the period for making the
determination on a review will be tolled from the date on which the notification
of the extension is sent to the Claimant until the date on which the Claimant
responds to the request for additional information.

                                      36

<Page>

          (g)     EXHAUSTION OF ADMINISTRATIVE REMEDIES. Completion of the
claims procedures described in this Section will be a condition precedent to
the commencement of any legal or equitable action in connection with a claim
for benefits under the Plan by a Claimant or by any other person or entity
claiming rights individually or through a Claimant; provided, however, that
the Committee may, in its sole discretion, waive compliance with such claims
procedures as a condition precedent to any such action.

          (h)     PAYMENT OF BENEFITS. If the Benefits Administrator or
Committee determines that a Claimant is entitled to a benefit hereunder,
payment of such benefit will be made to such Claimant (or commence, as
applicable) as soon as administratively practicable after the date the
Benefits Administrator or Committee determines that such Claimant is entitled
to such benefit or on any other later date designated by and in the discretion
of the Committee.

          (i)     AUTHORIZED REPRESENTATIVES. An authorized representative may
act on behalf of a Claimant in pursuing a benefit claim or an appeal of an
Adverse Benefit Determination. An individual or entity will only be determined
to be a Claimant's authorized representative for such purposes if the Claimant
has provided the Committee with a written statement identifying such
individual or entity as his authorized representative and describing the scope
of the authority of such authorized representative. In the event a Claimant
identifies an individual or entity as his authorized representative in writing
to the Committee but fails to describe the scope of the authority of such
authorized representative, the Committee shall assume that such authorized
representative has full powers to act with respect to all matters pertaining
to the Claimant's benefit claim under the Plan or appeal of an Adverse Benefit
Determination with respect to such benefit claim.

                            X. IN-SERVICE WITHDRAWALS

         10.1     IN-SERVICE WITHDRAWALS.

         (a)      A Participant may withdraw from his After-Tax Account any or
all amounts held in such Account.

         (b)      A Participant may withdraw from his Rollover Contribution
Account any or all amounts held in such Account.

         (c)      A Participant may withdraw from his TRASOP Transfer Account
any or all amounts held in such Account. Such withdrawal shall come from the
Participant's TRASOP Employee Subaccount and his TRASOP Employer Subaccount on
a pro rata basis.

         (d)      A Participant may withdraw from his Employer Contribution
Account any or all amounts held in such Account that have been so held for
twenty-four months or more (other than amounts held in his Incentive
Contribution Subaccount).

         (e)      A Participant who has completed at least sixty cumulative
months of participation in the Plan may withdraw from his Employer
Contribution Account any or all amounts held in such Account (other than
amounts held in his Incentive Contribution Subaccount).

                                      37

<Page>

         (f)      A Participant who has attained age fifty-nine and one-half
may withdraw from his Before-Tax Account and Incentive Contribution
Subaccount, on a pro rata basis, an amount not exceeding the then aggregate
value of such Account and Subaccount.

         (g)      A Participant who has a financial hardship, as determined by
the Committee, and who has made all available withdrawals pursuant to the
Paragraphs above and pursuant to the provisions of any other plans of the
Employer and any Controlled Entities of which he is a member and who has
obtained all available loans pursuant to Article XI and pursuant to the
provisions of any other plans of the Employer and any Controlled Entities of
which he is a member may withdraw from his Before-Tax Account an amount not to
exceed the lesser of (1) the balance of such Account or (2) the amount
determined by the Committee as being available for withdrawal pursuant to this
Paragraph. For purposes of this Paragraph, financial hardship shall mean the
immediate and heavy financial needs of the Participant. A withdrawal based
upon financial hardship pursuant to this Paragraph shall not exceed the amount
required to meet the immediate financial need created by the hardship and not
reasonably available from other resources of the Participant. The amount
required to meet the immediate financial need may include any amounts
necessary to pay any federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution. The determination of
the existence of a Participant's financial hardship and the amount required to
be distributed to meet the need created by the hardship shall be made by the
Committee. The decision of the Committee shall be final and binding, provided
that all Participants similarly situated shall be treated in a uniform and
nondiscriminatory manner. A withdrawal shall be deemed to be made on account
of an immediate and heavy financial need of a Participant if the withdrawal is
for:

                  (1) Expenses for medical care described in Section 213(d) of
         the Code previously incurred by the Participant, the Participant's
         spouse, or any dependents of the Participant (as defined in Section 152
         of the Code) or necessary for those persons to obtain medical care
         described in Section 213(d) of the Code and not reimbursed or
         reimbursable by insurance;

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

                  (3) Payment of tuition and related educational fees, and room
         and board expenses, for the next twelve months of post-secondary
         education for the Participant or the Participant's spouse, children, or
         dependents (as defined in Section 152 of the Code);

                  (4) Payments necessary to prevent the eviction of the
         Participant from his principal residence or foreclosure on the mortgage
         of the Participant's principal residence; or

                  (5) Such other financial needs that the Commissioner of
         Internal Revenue may deem to be immediate and heavy financial needs
         through the publication of revenue rulings, notices, and other
         documents of general applicability.

The above notwithstanding, (1) withdrawals under this Paragraph shall be limited
to the sum of the Participant's Before-Tax Contributions to the Plan, plus
income allocable thereto and

                                      38

<Page>

credited to the Participant's Before-Tax Account as of December 31, 1988, less
any previous withdrawals of such amounts, and (2) Employer Contributions
utilized to satisfy the restrictions set forth in Section 3.1(e), and income
allocable thereto, shall not be subject to withdrawal. A Participant who
receives a distribution pursuant to this Paragraph on or after the Effective
Date on account of hardship shall be prohibited from making elective deferrals
and employee contributions under this and all other plans maintained by the
Employer or any Controlled Entity for six months after receipt of the
distribution. A Participant who receives a distribution from his Before-Tax
Account in calendar year 2001 on account of hardship shall be prohibited from
making elective deferrals and employee contributions under this and all other
plans maintained by the Employer or any Controlled Entity for six months after
the receipt of the distribution or until the Effective Date, if later.
Further, from and after the Effective Date, the post-hardship contribution
limit set forth in Treasury regulation Section 1.401(k)-1(d)(2)(iv)(B)(3)
shall no longer apply to Participants as provided in IRS Notice 2002-4
(including, without limitation, to Participants who received a hardship
distribution during 2001).

         10.2     RESTRICTION ON IN-SERVICE WITHDRAWALS.

         (a)      All withdrawals pursuant to this Article shall be made in
accordance with procedures established by the Committee.

         (b)      Notwithstanding the provisions of this Article, (1) not more
than one withdrawal pursuant to each of Paragraphs (c), (d), (e), and (f) of
Section 10.1 may be made in any one Plan Year, (2) not more than one
withdrawal pursuant to Section 10.1(a) may be made in any one calendar
quarter, (3) no withdrawal shall be made from an Account to the extent such
Account has been pledged to secure a loan from the Plan, and (4) any portion
of an Account that is invested in the VBO shall not be subject to withdrawal
pursuant to any of the Paragraphs of Section 10.1.

         (c)      If a Participant's Account from which a withdrawal is made
is invested in more than one Investment Fund, the withdrawal shall be made pro
rata from each Investment Fund (other than the VBO) in which such Account is
invested.

         (d)      All withdrawals under this Article shall be paid in cash;
provided, however, that a Participant may elect to have withdrawals pursuant
to Section 10.1 paid in full shares of Company Stock (with any fractional
shares to be paid in cash) to the extent that the Accounts from which such
withdrawals are made are invested in such stock.

         (e)      Any withdrawal hereunder that constitutes an Eligible
Rollover Distribution shall be subject to the Direct Rollover election
described in Section 9.3.

         (f)      This Article shall not be applicable to a Participant
following termination of employment and the amounts in such Participant's
Accounts shall be distributable only in accordance with the provisions of
Article IX.


                                      39

<Page>

                                    XI. LOANS

         11.1  ELIGIBILITY FOR LOAN. Upon application by (1) any Participant
who is an Employee or (2) any Participant (A) who is a party-in-interest, as
that term is defined in Section 3(14) of the Act, as to the Plan, (B) who is
no longer employed by the Employer, who is a beneficiary of a deceased
Participant, or who is an alternate payee under a qualified domestic
relations order, as that term is defined in Section 414(p)(8) of the Code,
and (C) who retains an Account balance under the Plan (an individual who is
eligible to apply for a loan under this Article being hereinafter referred to
as a "Participant" for purposes of this Article) and subject to such uniform
and nondiscriminatory rules and regulations as the Committee may establish,
the Committee may in its discretion direct the Trustee to make a loan or
loans to such Participant. No individual may have more than three loans
outstanding under the Plan at any time, and no individual may have more than
one loan outstanding under the Plan at any time that is being used to acquire
any dwelling unit which within a reasonable time is to be used (determined at
the time the loan is made) as a principal residence.

         11.2  MAXIMUM LOAN.

         (a)   A loan to a Participant may not exceed 50% of the sum of the then
value of such Participant's Accounts as reduced by the sum of then value of the
portion of each of such Accounts invested in the VBO.

         (b)   Paragraph (a) above to the contrary notwithstanding, no loan
shall be made from the Plan to the extent that such loan would cause the
total of all loans made to a Participant from all qualified plans of the
Employer or a Controlled Entity ("Outstanding Loans") to exceed the lesser of:

               (1)  $50,000 (reduced by the excess, if any, of (A) the highest
         outstanding balance of Outstanding Loans during the one-year period
         ending on the day before the date on which the loan is to be made, over
         (B) the outstanding balance of Outstanding Loans on the date on which
         the loan is to be made); or

               (2)  one-half the present value of the Participant's
         nonforfeitable accrued benefit under all qualified plans of the
         Employer or a Controlled Entity.

         11.3  MINIMUM LOAN. A loan to a Participant may not be for an amount
less than $500.00.

         11.4  INTEREST AND SECURITY.

         (a)   Any loan made pursuant to this Article shall bear interest at a
rate established by the Committee from time to time and communicated to the
Participants, which rate shall provide the Plan with a return commensurate with
the interest rates charged by persons in the business of lending money for loans
which would be made under similar circumstances.

         (b)   Any loan shall be made as an investment of a segregated loan fund
to be established in the Trust Fund for the Participant to whom the loan is
made. Any loan shall be considered to come, first, from the Participant's
After-Tax Account, second, from his Rollover


                                      40
<Page>


Contribution Account, and third, from the remainder of his Accounts on a pro
rata basis. The Trustee shall fund a Participant's segregated loan fund by
liquidating such portion of the assets of the Accounts from which the
Participant's loan is to be made as is necessary to fund the loan and
transferring the proceeds to such segregated loan fund. If such Accounts are
invested in more than one Investment Fund, the transfer shall be made pro
rata from each such Investment Fund (other than the VBO). The loan shall be
secured by a pledge of the Participant's segregated loan fund.
Notwithstanding any foregoing provision of this Paragraph (b) to the
contrary, no loan shall be considered to come from, and no liquidation shall
be made with respect to, the portion of a Participant's Accounts that are
invested in the VBO.

         11.5  REPAYMENT TERMS OF LOAN.

         (a)   A Participant who is an Employee receiving compensation at the
time of receipt of a loan shall be required, as a condition to receiving a loan,
to enter into an irrevocable agreement authorizing the Employer to make payroll
deductions from his compensation so long as the Participant is such an Employee
and to transfer such payroll deduction amounts to the Trustee in payment of such
loan plus interest. In the case of a Participant who (1) is not at the time of
commencement of his loan an Employee, or (2) is not at the commencement of his
loan receiving compensation, or (3) was an Employee receiving compensation at
the time of commencement of his loan but ceases to receive compensation or
ceases to be an Employee, such Participant shall make his loan repayments in the
manner prescribed by the Committee.

         (b)   The terms of the loan shall (1) require level amortization with
payments not less frequently than quarterly, (2) require that the loan be repaid
within five years unless the Participant certifies in writing to the Committee
that the loan is to be used to acquire any dwelling unit which within a
reasonable time is to be used (determined at the time the loan is made) as a
principal residence of the Participant, in which case such loan shall be repaid
within ten years, (3) allow prepayment without penalty, provided that any
prepayment must be for the full outstanding loan balance (including interest),
and (4) require that the balance of the loan (including interest) shall become
due and payable (to the extent not otherwise due and payable) on the date the
Participant or, if applicable, the Participant's beneficiary, becomes entitled
to receive a distribution pursuant to Article VII or VIII, irrespective of
whether such Participant or beneficiary elects or consents to such distribution,
and (5) provide that such Participant's outstanding loan balance (including
interest), if not paid in accordance with the repayment provisions of the loan,
shall be repaid by offsetting such balance against the amount in the
Participant's segregated loan fund pledged as security for the loan.
Notwithstanding the foregoing, in the event that a Participant becomes entitled
to, but has not yet received, a distribution pursuant to Article VII, such
Participant may elect to continue to make payments of principal and interest on
his loan in accordance with the terms thereof and subject to the provisions of
this Article XI. By agreeing to the pledge of the segregated loan fund as
security for the loan, a Participant shall be deemed to have consented to the
distribution of such segregated loan fund prior to the time specified in Section
411(a)(11) of the Code and the applicable Treasury regulations thereunder.

         (c)   If the Participant fails in any way to comply with the repayment
terms of a loan, such loan shall be repaid by offsetting the Participant's
outstanding loan balance (including interest) against the amount in the
Participant's segregated loan fund pledged as security for the


                                      41
<Page>


loan. Any such outstanding loan (including interest) shall be so offset and
repaid on the earlier of (1) the last day of the Grace Period (as hereinafter
defined) applicable with respect to such failure to comply or (2) the date of
any withdrawal or distribution of benefits from the pledged portion of the
Participant's Accounts pursuant to the provisions of the Plan.
Notwithstanding the foregoing, amounts in a Participant's Accounts may not be
offset and used to satisfy the payment of such loan (including interest)
prior to the earliest time such amounts would otherwise be permitted to be
distributed under applicable law. For purposes of this Paragraph, the "Grace
Period" with respect to any failure to comply with the repayment terms of a
loan shall be the 90-day period beginning on the date of such failure.

         (d)   Amounts tendered to the Trustee by a Participant in repayment
of a loan made pursuant to this Article (1) shall initially be credited to the
Participant's segregated loan fund, (2) then shall be transferred as soon as
practicable following receipt thereof to the Account or Accounts from which the
Participant's loan was made, and (3) shall be invested in accordance with the
Participant's current designation as to the investment of amounts allocated to
his Accounts pursuant to Section 5.3, except that any portion of such amounts
that is credited to such Participant's ESOP Subaccount shall be invested in
accordance with Section 6.8(a).

         11.6  OPERATION OF ARTICLE. The provisions of this Article shall be
applicable to loans granted or renewed on or after the Effective Date. Loans
granted or renewed prior to the Effective Date shall be governed by the
provisions of the Plan as in effect prior to the Effective Date.

                         XII. ADMINISTRATION OF THE PLAN

         12.1  GENERAL ADMINISTRATION OF THE PLAN. The general administration
of the Plan shall be vested in the Committee. For purposes of the Act, the
Committee shall be the Plan "administrator" and shall be the "named
fiduciary" with respect to the general administration of the Plan (except as
to the investment of the assets of the Trust Fund).

         12.2  RECORDS AND PROCEDURES. The Committee shall keep appropriate
records of its proceedings and the administration of the Plan and shall make
available for examination during business hours to any Participant or
beneficiary such records as pertain to that individual's interest in the
Plan. The Committee shall designate the person or persons who shall be
authorized to sign for the Committee and, upon such designation, the
signature of such person or persons shall bind the Committee.

         12.3  MEETINGS. The Committee shall hold meetings upon such notice
and at such time and place as it may from time to time determine. Notice to a
member shall not be required if waived in writing by that member. A majority
of the members of the Committee duly appointed shall constitute a quorum for
the transaction of business. All resolutions or other actions taken by the
Committee at any meeting where a quorum is present shall be by vote of a
majority of those present at such meeting and entitled to vote. Resolutions
may be adopted or other action taken without a meeting upon written consent
signed by all of the members of the Committee.

         12.4  SELF-INTEREST OF MEMBERS. No member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself
under the Plan or to vote in any case in


                                      42
<Page>


which his individual right to claim any benefit under the Plan is particularly
involved. In any case in which a Committee member is so disqualified to act
and the remaining members cannot agree, the Directors shall appoint a temporary
substitute member to exercise all the powers of the disqualified member
concerning the matter in which he is disqualified.

         12.5  COMPENSATION AND BONDING. The members of the Committee shall not
receive compensation with respect to their services for the Committee. To the
extent required by the Act or other applicable law, or required by the Company,
members of the Committee shall furnish bond or security for the performance of
their duties hereunder.

         12.6  COMMITTEE POWERS AND DUTIES. The Committee shall supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof and shall have all powers necessary to accomplish these purposes,
including, but not by way of limitation, the right, power, authority, and duty:

         (a)   To make rules, regulations, and bylaws for the administration
of the Plan that are not inconsistent with the terms and provisions hereof,
provided such rules, regulations, and bylaws are evidenced in writing and copies
thereof are delivered to the Trustee and to the Company, and to enforce the
terms of the Plan and the rules and regulations promulgated thereunder by the
Committee;

         (b)   To construe in its discretion all terms, provisions, conditions,
and limitations of the Plan, and, in all cases, the construction necessary for
the Plan to qualify under the applicable provisions of the Code shall control;

         (c)   To correct any defect or to supply any omission or to reconcile
any inconsistency that may appear in the Plan in such manner and to such extent
as it shall deem expedient in its discretion to effectuate the purposes of the
Plan;

         (d)   To employ and compensate such accountants, attorneys, investment
advisors, and other agents, employees, and independent contractors as the
Committee may deem necessary or advisable for the proper and efficient
administration of the Plan;

         (e)   To determine in its discretion all questions relating to
eligibility;

         (f)   To make a determination in its discretion as to the right of any
person to a benefit under the Plan and to prescribe procedures to be followed by
distributees in obtaining benefits hereunder;

         (g)   To prepare, file, and distribute, in such manner as the Committee
determines to be appropriate, such information and material as is required by
the reporting and disclosure requirements of the Act;

         (h)   To furnish the Company and the Employer any information necessary
for the preparation of the Company's or such Employer's tax return or other
information that the Committee determines in its discretion is necessary for a
legitimate purpose;


                                      43
<Page>


         (i)   To require and obtain from the Employer and the Members any
information or data that the Committee determines is necessary for the proper
administration of the Plan;

         (j)   To instruct the Trustee as to the loans to Members pursuant to
the provisions of Article XI;

         (k)   To direct the Trustee pursuant to the provisions of the Trust
Agreement and with respect to the matters described in Section 5.7;

         (l)   To appoint investment managers pursuant to Section 14.5;

         (m)   To receive and review reports from the Trustee and from
investment managers as to the financial condition of the Trust Fund,
including its receipts and disbursements;

         (n)   To establish or designate Investment Funds as investment
options as provided in Article V; and

         (o)   To designate entities as participating Employers under the Plan
pursuant to Article XVII.

Any provisions of the Plan to the contrary notwithstanding, benefits under the
Plan will be paid only if the Committee decides in its discretion that the
applicant is entitled to them.

         12.7  EMPLOYER TO SUPPLY INFORMATION. The Employer shall supply full
and timely information to the Committee, including, but not limited to,
information relating to each Member's Compensation, age, retirement, death,
or other cause of termination of employment and such other pertinent facts as
the Committee may require. The Employer shall advise the Trustee of such of
the foregoing facts as are deemed necessary for the Trustee to carry out the
Trustee's duties under the Plan. When making a determination in connection
with the Plan, the Committee shall be entitled to rely upon the aforesaid
information furnished by the Employer.

         12.8  TEMPORARY RESTRICTIONS. In order to ensure an orderly
transition in the transfer of assets to the Trust Fund from another trust
fund maintained under the Plan or from the trust fund of a plan that is
merging into the Plan or transferring assets to the Plan, the Committee may,
in its discretion, temporarily prohibit or restrict withdrawals, loans,
changes to contribution elections, changes of investment designation of
future contributions, transfers of amounts from one Investment Fund to
another Investment Fund, or such other activity as the Committee deems
appropriate; provided that any such temporary cessation or restriction of
such activity shall be in compliance with all applicable law.

         12.9  INDEMNIFICATION. The Company shall indemnify and hold harmless
each member of the Committee and each Employee who is a delegate of the
Committee against any and all expenses and liabilities arising out of his
administrative functions or fiduciary responsibilities, including any
expenses and liabilities that are caused by or result from an act or omission
constituting the negligence of such individual in the performance of such
functions or responsibilities, but excluding expenses and liabilities that
are caused by or result from such individual's own gross negligence or
willful misconduct. Expenses against which such individual shall be
indemnified hereunder shall include, without limitation, the amounts of any


                                      44
<Page>


settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted or a proceeding brought or
settlement thereof.

         12.10 QUIET PERIOD. Due to a change in the recordkeeper for the
Plan, it is necessary to impose a "Quiet Period" under the Plan during which
Participants shall be temporarily unable to engage in certain transactions.
Except as hereinafter provided, the Quiet Period began at 3:00 p.m. Central
time on December 20, 2001, and shall end on the date the new recordkeeper for
the Plan is able to begin receiving and processing Participant instructions
with respect to the Plan. During the Quiet Period, the following terms and
conditions shall apply to the Plan notwithstanding any provision in the Plan
to the contrary:

         (a)   No distribution under Article IX may be requested during the
Quiet Period, and no distribution under Article IX shall be processed during
the Quiet Period unless such distribution was requested prior to the
beginning of the Quiet Period.

         (b)   No in-service withdrawal under Article X may be requested during
the Quiet Period (which, for purposes of hardship withdrawals, began at 3:00
p.m. Central time on November 30, 2001), and no in-service withdrawal under
Article X shall be processed during the Quiet Period unless such withdrawal was
requested prior to the beginning of the Quiet Period.

         (c)   No loan under Article XI may be requested during the Quiet
Period, and no loan under Article XI shall be processed during the Quiet
Period unless such loan was requested prior to the beginning of the Quiet
Period.

         (d)   No change by a Participant in investment designation for future
allocations to his Accounts nor change by a Participant in investment
designation with respect to existing allocations to his Accounts may be
requested during the Quiet Period (which, for purposes of investment designation
changes, began at 3:00 p.m. Central time on December 28, 2001), and no such
change shall be processed during the Quiet Period unless such change was
requested prior to the beginning of the Quiet Period.

         (e)   No change or cancellation of (1) a Participant's election under
Section 3.1(b) or (c) or (2) a Participant's election under Section 3.2(c) or
(d) may be requested during the Quiet Period, and no such change or cancellation
shall be processed during the Quiet Period unless such change or cancellation
was requested prior to the beginning of the Quiet Period. In addition, a
Participant may not elect to make a lump sum After-Tax Contribution to the Plan
pursuant to Section 3.2(e) during the Quiet Period.

         (f)   Prior to and during the Quiet Period, the Committee shall have
the right, power, and authority to make rules and take all other actions as
may be necessary or desirable to implement the transition to a new
recordkeeper.

                 XIII. TRUSTEE AND ADMINISTRATION OF TRUST FUND

         13.1  TRUST AGREEMENT. As a means of administering the assets of the
Plan, the Company has entered into a Trust Agreement. The administration of
the assets of the Plan and the duties, obligations, and responsibilities of
the Trustee shall be governed by the Trust


                                      45
<Page>


Agreement. The Trust Agreement may be amended from time to time as the
Company and the Trustee deem advisable in order to effectuate the purposes of
the Plan. The Trust Agreement is incorporated herein by reference and thereby
made a part of the Plan.

         13.2  PAYMENT OF EXPENSES. All expenses incident to the
administration of the Plan and Trust (whether incurred before or after the
Effective Date), including but not limited to, legal, accounting, Trustee
fees, direct expenses of the Company, the Employer and the Committee in the
administration of the Plan, and the cost of furnishing any bond or security
required of the Committee shall be paid by the Trustee from the Trust Fund,
and, until paid, shall constitute a claim against the Trust Fund which is
paramount to the claims of Participants and beneficiaries; provided, however,
that (a) the obligation of the Trustee to pay such expenses from the Trust
Fund shall cease to exist to the extent such expenses are paid by the Company
or the Employer and (b) in the event the Trustee's compensation is to be
paid, pursuant to this Section, from the Trust Fund, any individual serving
as Trustee who already receives full-time pay from the Company, an Employer
or an association of Employers whose employees are Participants, or from an
employee organization whose members are Participants, shall not receive any
additional compensation for serving as Trustee. This Section shall be deemed
to be a part of any contract to provide for expenses of Plan and Trust
administration, whether or not the signatory to such contract is, as a matter
of convenience, the Company or the Employer.

         13.3  TRUST FUND PROPERTY. All income, profits, recoveries,
contributions, forfeitures, and any and all moneys, securities, and
properties of any kind at any time received or held by the Trustee hereunder
shall be held for investment purposes as a commingled Trust Fund. The
Committee shall maintain Accounts in the name of each Participant, but the
maintenance of an Account designated as the Account of a Participant shall
not mean that such Participant shall have a greater or lesser interest than
that due him by operation of the Plan and shall not be considered as
segregating any funds or property from any other funds or property contained
in the commingled fund. No Participant shall have any title to any specific
asset in the Trust Fund.

         13.4  DISTRIBUTIONS FROM PARTICIPANTS' ACCOUNTS. Distributions from a
Participant's Accounts shall be made by the Trustee only if, when, and in the
amount and manner directed by the Committee. Any distribution made to a
Participant or for his benefit shall be debited to such Participant's Account or
Accounts. All distributions hereunder shall be made in cash except as otherwise
specifically provided herein.

         13.5  PAYMENTS SOLELY FROM TRUST FUND. All benefits payable under
the Plan shall be paid or provided for solely from the Trust Fund, and
neither the Company, the Employer nor the Trustee assumes any liability or
responsibility for the adequacy thereof. The Committee or the Trustee may
require execution and delivery of such instruments as are deemed necessary to
assure proper payment of any benefits.

         13.6  NO BENEFITS TO COMPANY/EMPLOYER. No part of the corpus or
income of the Trust Fund shall be used for any purpose other than the
exclusive purpose of providing benefits for the Participants and their
beneficiaries and of defraying reasonable expenses of administering the Plan
and Trust. Anything to the contrary herein notwithstanding, the Plan shall
not be construed to vest any rights in the Company or the Employer other than
those specifically given hereunder.


                                      46

<Page>

                            XIV. FIDUCIARY PROVISIONS

         14.1     ARTICLE CONTROLS. This Article shall control over any
contrary, inconsistent or ambiguous provisions contained in the Plan.

         14.2     GENERAL ALLOCATION OF FIDUCIARY DUTIES. Each fiduciary with
respect to the Plan shall have only those specific powers, duties,
responsibilities and obligations as are specifically given him under the Plan.
The Directors shall have the sole authority to appoint and remove the Trustee.
Except as otherwise specifically provided herein, the Committee shall have the
sole responsibility for the administration of the Plan, which responsibility is
specifically described herein. Except as otherwise specifically provided herein
and in the Trust Agreement, the Trustee shall have the sole responsibility for
the administration, investment, and management of the assets held under the
Plan. It is intended under the Plan that each fiduciary shall be responsible
for the proper exercise of his own powers, duties, responsibilities, and
obligations hereunder and shall not be responsible for any act or failure to
act of another fiduciary except to the extent provided by law or as
specifically provided herein.

         14.3     FIDUCIARY DUTY. Each fiduciary under the Plan, including, but
not limited to, the Committee and the Trustee as "named fiduciaries," shall
discharge his duties and responsibilities with respect to the Plan:

         (a)      Solely in the interest of the Participants, for the exclusive
purpose of providing benefits to Participants and their beneficiaries and of
defraying reasonable expenses of administering the Plan and Trust;

         (b)      With the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims;

         (c)      By diversifying the investments of the Plan so as to minimize
the risk of large losses, unless under the circumstances it is prudent not to
do so; and

         (d)      In accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent with applicable
law.

No fiduciary shall cause the Plan or Trust Fund to enter into a "prohibited
transaction" as provided in Section 4975 of the Code or Section 406 of the Act.

         14.4     DELEGATION OF FIDUCIARY DUTIES. The Committee may appoint
subcommittees, individuals, or any other agents as it deems advisable and may
delegate to any of such appointees any or all of the powers and duties of the
Committee. Such appointment and delegation must specify in writing the powers
or duties being delegated, and must be accepted in writing by the delegatee.
Upon such appointment, delegation, and acceptance, the delegating Committee
members shall have no liability for the acts or omissions of any such
delegatee, as long as the delegating Committee members do not violate any
fiduciary responsibility in making or continuing such delegation.


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         14.5     INVESTMENT MANAGER. The Committee may, in its sole
discretion, appoint an "investment manager," with power to manage, acquire or
dispose of any asset of the Plan and to direct the Trustee in this regard, so
long as:

         (a)      The investment manager is (1) registered as an investment
adviser under the Investment Advisers Act of 1940, (2) not registered as an
investment adviser under such act by reason of Paragraph (1) of Section 203A(a)
of such act, is registered as an investment adviser under the laws of the state
(referred to in such Paragraph (1)) in which it maintains its principal office
and place of business, and, at the time it last filed the registration form
most recently filed by it with such state in order to maintain its registration
under the laws of such state, also filed a copy of such form with the Secretary
of Labor, (3) a bank, as defined in the Investment Advisers Act of 1940, or (4)
an insurance company qualified to do business under the laws of more than one
state; and

         (b)      Such investment manager acknowledges in writing that he is a
fiduciary with respect to the Plan.

Upon such appointment, the Committee shall not be liable for the acts of the
investment manager, as long as the Committee members do not violate any
fiduciary responsibility in making or continuing such appointment. The Trustee
shall follow the directions of such investment manager and shall not be liable
for the acts or omissions of such investment manager. The investment manager may
be removed by the Committee at any time and within the Committee's sole
discretion.

                                 XV. AMENDMENTS

         15.1     RIGHT TO AMEND. Subject to Section 15.2 and any other
limitations contained in the Act or the Code, the Directors or the Compensation
Committee of the Company's Board of Directors may from time to time amend, in
whole or in part, any or all of the provisions of the Plan on behalf of the
Company and all Employers; provided, however, that (a) any amendments to the
Plan that do not have a significant cost impact on the Employer may also be
made by the Committee and (b) any amendments to the Plan that do not have any
cost impact on the Employer may also be made by the Chairman of the Committee.
Further, but not by way of limitation, the Directors, the Compensation
Committee of the Company's Board of Directors, the Committee, or the Chairman
of the Committee may make any amendment necessary to acquire and maintain a
qualified status for the Plan under the Code or to maintain the Plan in
compliance with applicable law, whether or not retroactive.

         15.2     LIMITATION ON AMENDMENTS. No amendment of the Plan shall be
made that would vest in the Employer, directly or indirectly, any interest in
or control of the Trust Fund. No amendment shall be made that would vary the
Plan's exclusive purpose of providing benefits to Participants and their
beneficiaries and of defraying reasonable expenses of administering the Plan or
that would permit the diversion of any part of the Trust Fund from that
exclusive purpose. No amendment shall be made that would reduce any then
nonforfeitable interest of a Participant. No amendment shall increase the
duties or responsibilities of the Trustee unless the Trustee consents thereto
in writing.


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     XVI. DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL TERMINATION,
                        AND MERGER OR CONSOLIDATION

         16.1     RIGHT TO DISCONTINUE CONTRIBUTIONS, TERMINATE, OR PARTIALLY
TERMINATE. The Company and the Employer have established the Plan with the bona
fide intention and expectation that from year to year it will be able to, and
will deem it advisable to, make its contributions as herein provided. However,
the Company and the Employer realize that circumstances not now foreseen, or
circumstances beyond its control, may make it either impossible or inadvisable
for the Employer to continue to make its contributions to the Plan. Therefore,
the Directors shall have the right and the power to discontinue contributions
to the Plan, terminate the Plan, or partially terminate the Plan at any time
hereafter. Each member of the Committee and the Trustee shall be notified of
such discontinuance, termination, or partial termination.

         16.2     PROCEDURE IN THE EVENT OF DISCONTINUANCE OF CONTRIBUTIONS,
TERMINATION, OR PARTIAL TERMINATION.

         (a)      If the Plan is amended so as to permanently discontinue
Employer Contributions, or if Employer Contributions are in fact permanently
discontinued, the Committee shall remain in existence and all other provisions
of the Plan that are necessary, in the opinion of the Committee, for equitable
operation of the Plan shall remain in force.

         (b)      Unless the Plan is otherwise amended prior to dissolution of
the Company, the Plan shall terminate as of the date of dissolution of the
Company.

         (c)      Upon discontinuance of contributions, termination, or partial
termination, any previously unallocated contributions and forfeitures shall be
allocated among the Accounts of the Participants on such date of discontinuance,
termination, or partial termination according to the provisions of Article IV.
The net income (or net loss) of the Trust Fund shall continue to be allocated to
the Accounts of the Participants until the balances of the Accounts are
distributed.

         (d)      In the case of a termination or partial termination of the
Plan, and in the absence of a Plan amendment to the contrary, the Trustee shall
pay the balance of the Accounts of a Participant for whom the Plan is so
terminated, or who is affected by such partial termination, to such
Participant, subject to the time of payment, form of payment, and consent
provisions of Article IX.

         16.3     MERGER, CONSOLIDATION, OR TRANSFER. This Plan and Trust Fund
may not merge or consolidate with, or transfer its assets or liabilities to,
any other plan, unless immediately thereafter each Participant would, in the
event such other plan terminated, be entitled to a benefit which is equal to or
greater than the benefit to which he would have been entitled if the Plan were
terminated immediately before the merger, consolidation, or transfer.


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<Page>


                          XVII. PARTICIPATING EMPLOYERS

         17.1     DESIGNATION OF OTHER EMPLOYERS.

         (a)      The Committee may designate any entity or organization
eligible by law to participate in the Plan and the Trust as an Employer by
written instrument delivered to the Secretary of the Company and the designated
Employer. Such written instrument shall specify the effective date of such
designated participation, may incorporate specific provisions relating to the
operation of the Plan that apply to the designated Employer only and shall
become, as to such designated Employer and its Employees, a part of the Plan.

         (b)      Each designated Employer shall be conclusively presumed to
have consented to its designation and to have agreed to be bound by the terms
of the Plan and Trust Agreement and any and all amendments thereto upon its
submission of information to the Committee required by the terms of or with
respect to the Plan or upon making a contribution to the Trust Fund pursuant to
the terms of the Plan; provided, however, that the terms of the Plan may be
modified so as to increase the obligations of an Employer only with the consent
of such Employer, which consent shall be conclusively presumed to have been
given by such Employer upon its submission of any information to the Committee
required by the terms of or with respect to the Plan or upon making a
contribution to the Trust Fund pursuant to the terms of the Plan following
notice of such modification.

         (c)      The provisions of the Plan and the Trust Agreement shall
apply separately and equally to each Employer and its Employees; provided,
however, that that the power to appoint or otherwise affect the Committee or
the Trustee and the power to amend or terminate the Plan and Trust Agreement
shall be exercised by the Company or the Directors, as applicable, alone
(except as provided in Section 15.1), and, in the case of Employers which are
Controlled Entities, Employer Discretionary Contributions to be allocated
pursuant to Section 4.1(d) shall be allocated on an aggregate basis among the
Participants employed by all Employers; provided, however, that each Employer
shall contribute to the Trust Fund its share of the total Employer
Discretionary Contribution for a Plan Year based on the Participants in its
employ during such Plan Year.

         (d)      Transfer of employment among Employers shall not be
considered a termination of employment hereunder.

         (e)      Any Employer may, by appropriate action of its Board of
Directors or noncorporate counterpart communicated in writing to the Secretary
of the Company and to the Committee, terminate its participation in the Plan
and the Trust. Moreover, the Committee may, in its discretion, terminate an
Employer's Plan and Trust participation at any time by written instrument
delivered to the Secretary of the Company and the designated Employer.

         17.2     SINGLE PLAN. For purposes of the Code and the Act, the Plan
as adopted by the Employers shall constitute a single plan rather than a
separate plan of each Employer. All assets in the Trust Fund shall be available
to pay benefits to all Participants and their beneficiaries.


                                      50
<Page>


                         XVIII. MISCELLANEOUS PROVISIONS

         18.1     NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of
the Plan shall not be deemed to be either a contract between the Employer and
any person or consideration for the employment of any person. Nothing herein
contained shall be deemed to give any person the right to be retained in the
employ of the Employer or to restrict the right of the Employer to discharge
any person at any time nor shall the Plan be deemed to give the Employer the
right to require any person to remain in the employ of the Employer or to
restrict any person's right to terminate his employment at any time.

         18.2     ALIENATION OF INTEREST FORBIDDEN. Except as otherwise
provided with respect to "qualified domestic relations orders" and certain
judgments and settlements pursuant to Section 206(d) of the Act and Sections
401(a)(13) and 414(p) of the Code, and, except as otherwise provided under
other applicable law, no right or interest of any kind in any benefit shall be
transferable or assignable by any Participant or any beneficiary or be subject
to anticipation, adjustment, alienation, encumbrance, garnishment, attachment,
execution, or levy of any kind. Plan provisions to the contrary
notwithstanding, the Committee shall comply with the terms and provisions of
any "qualified domestic relations order," including an order that requires
distributions to an alternate payee prior to a Participant's "earliest
retirement age" as such term is defined in Section 206(d)(3)(E)(ii) of the Act
and Section 414(p)(4)(B) of the Code, and shall establish appropriate
procedures to effect the same.

         18.3     UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT
REQUIREMENTS. Notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Code.

         18.4     PAYMENTS TO MINORS AND INCOMPETENTS. If a Participant or
beneficiary entitled to receive a benefit under the Plan is a minor or is
determined by the Committee in its discretion to be incompetent or is adjudged
by a court of competent jurisdiction to be legally incapable of giving valid
receipt and discharge for a benefit provided under the Plan, the Committee may
pay such benefit to the duly appointed guardian or conservator of such
Participant or beneficiary for the account of such Participant or beneficiary.
If no guardian or conservator has been appointed for such Participant or
beneficiary, the Committee may pay such benefit to any third party who is
determined by the Committee, in its sole discretion, to be authorized to
receive such benefit for the account of such Participant or beneficiary. Such
payment shall operate as a full discharge of all liabilities and obligations of
the Committee, the Trustee, the Company, the Employer, and any fiduciary of the
Plan with respect to such benefit.

         18.5     ACQUISITION AND HOLDING OF COMPANY STOCK. The Plan is
specifically authorized to acquire and hold up to 100% of its assets in Company
Stock so long as Company Stock is a "qualifying employer security," as such
term is defined in Section 407(d)(5) of the Act.

         18.6     POWER OF ATTORNEY DESIGNATIONS. In accordance with the
procedures established by the Committee, a Participant may grant any individual
a "Power of Attorney" to exercise, on


                                      51
<Page>


behalf of such Participant, any investment designation or conversion rights
available to such Participant under the Plan with respect to such Participant's
Accounts.

         18.7     PARTICIPANT'S AND BENEFICIARY'S ADDRESSES. It shall be the
affirmative duty of each Participant to inform the Committee of, and to keep on
file with the Committee, his current mailing address and the current mailing
address of his designated beneficiary. If a Participant fails to keep the
Committee informed of his current mailing address and the current mailing
address of his designated beneficiary, neither the Committee, the Trustee, the
Company, the Employer, nor any fiduciary under the Plan shall be responsible
for any late or lost payment of a benefit or for failure of any notice to be
provided timely under the terms of the Plan.

         18.8     INCORRECT INFORMATION, FRAUD, CONCEALMENT, OR ERROR. Any
contrary provisions of the Plan notwithstanding, if, because of a human or
systems error, or because of incorrect information provided by or correct
information failed to be provided by, fraud, misrepresentation, or concealment
of any relevant fact (as determined by the Committee) by any person the Plan
enrolls any individual, pays benefits under the Plan, incurs a liability or
makes any overpayment or erroneous payment, the Plan shall be entitled to
recover from such person the benefit paid or the liability incurred, together
with all expenses incidental to or necessary for such recovery.

         18.9     SEVERABILITY. If any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions hereof. In such case, each provision shall be
fully severable and the Plan shall be construed and enforced as if said illegal
or invalid provision had never been included herein.

         18.10    JURISDICTION. The situs of the Plan hereby created is Texas.
All provisions of the Plan shall be construed in accordance with the laws of
Texas except to the extent preempted by federal law.

                              XIX. TOP-HEAVY STATUS

         19.1     ARTICLE CONTROLS. Any Plan provisions to the contrary
notwithstanding, the provisions of this Article shall control to the extent
required to cause the Plan to comply with the requirements imposed under
Section 416 of the Code.

         19.2     DEFINITIONS. For purposes of this Article, the following
terms and phrases shall have these respective meanings:

         (a)      ACCOUNT BALANCE: As of any Valuation Date, the aggregate
amount credited to an individual's account or accounts under a qualified
defined contribution plan maintained by the Employer or a Controlled Entity
(excluding employee contributions that were deductible within the meaning of
Section 219 of the Code and rollover or transfer contributions made after
December 31, 1983, by or on behalf of such individual to such plan from another
qualified plan sponsored by an entity other than the Employer or a Controlled
Entity), increased by (1) the aggregate distributions made to such individual
from such plan (including 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) during a one-year period (or, in the case of a distribution made for a


                                      52
<Page>


reason other than separation from service, death or disability, a five-year
period) ending on the Determination Date and (2) the amount of any
contributions due as of the Determination Date immediately following such
Valuation Date.

         (b)      ACCRUED BENEFIT: As of any Valuation Date, the present value
(computed on the basis of the Assumptions) of the cumulative accrued benefit
(excluding the portion thereof that is attributable to employee contributions
that were deductible pursuant to Section 219 of the Code, to rollover or
transfer contributions made after December 31, 1983, by or on behalf of such
individual to such plan from another qualified plan sponsored by an entity
other than the Employer or a Controlled Entity, to proportional subsidies or to
ancillary benefits) of an individual under a qualified defined benefit plan
maintained by the Employer or a Controlled Entity increased by (1) the
aggregate distributions made to such individual from such plan (including 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) during a one-year
period (or, in the case of a distribution made for a reason other than
separation from service, death or disability, a five-year period) ending on the
Determination Date and (2) the estimated benefit accrued by such individual
between such Valuation Date and the Determination Date immediately following
such Valuation Date. Solely for the purpose of determining top-heavy status,
the Accrued Benefit of an individual shall be determined under (1) the method,
if any, that uniformly applies for accrual purposes under all qualified defined
benefit plans maintained by the Employer and the Controlled Entities or (2) if
there is no such method, as if such benefit accrued not more rapidly than under
the slowest accrual rate permitted under Section 411(b)(1)(C) of the Code.

         (c)      AGGREGATION GROUP: The group of qualified plans maintained by
the Employer and each Controlled Entity consisting of (1) each plan in which a
Key Employee participates and each other plan that enables a plan in which a
Key Employee participates to meet the requirements of Section 401(a)(4) or 410
of the Code or (2) each plan in which a Key Employee participates, each other
plan that enables a plan in which a Key Employee participates to meet the
requirements of Section 401(a)(4) or 410 of the Code and any other plan that
the Employer elects to include as a part of such group; provided, however, that
the Employer may elect to include a plan in such group only if the group will
continue to meet the requirements of Sections 401(a)(4) and 410 of the Code
with such plan being taken into account.

         (d)      ASSUMPTIONS: The interest rate and mortality assumptions
specified for top-heavy status determination purposes in any defined benefit
plan included in the Aggregation Group that includes the Plan.

         (e)      DETERMINATION DATE: For the first Plan Year of any plan, the
last day of such Plan Year and for each subsequent Plan Year of such plan, the
last day of the preceding Plan Year.

         (f)      KEY EMPLOYEE: A "key employee" as defined in Section 416(i)
of the Code and the Treasury regulations thereunder.

         (g)      PLAN YEAR: With respect to any plan, the annual accounting
period used by such plan for annual reporting purposes.


                                      53
<Page>


         (h)      REMUNERATION: 415 Compensation as defined in Section 4.4.

         (i)      VALUATION DATE: With respect to any Plan Year of any defined
contribution plan, the most recent date within the twelve-month period ending on
a Determination Date as of which the trust fund established under such plan was
valued and the net income (or loss) thereof allocated to participants' accounts.
With respect to any Plan Year of any defined benefit plan, the most recent date
within a twelve-month period ending on a Determination Date as of which the plan
assets were valued for purposes of computing plan costs for purposes of the
requirements imposed under Section 412 of the Code.

         19.3     TOP-HEAVY STATUS. The Plan shall be deemed to be top-heavy
for a Plan Year if, as of the Determination Date for such Plan Year, (1) the
sum of Account Balances of Participants who are Key Employees exceeds 60% of
the sum of Account Balances of all Participants unless an Aggregation Group
including the Plan is not top-heavy or (2) an Aggregation Group including the
Plan is top-heavy. An Aggregation Group shall be deemed to be top-heavy as of a
Determination Date if the sum (computed in accordance with Section 416(g)(2)(B)
of the Code and the Treasury regulations promulgated thereunder) of (1) the
Account Balances of Key Employees under all defined contribution plans included
in the Aggregation Group and (2) the Accrued Benefits of Key Employees under
all defined benefit plans included in the Aggregation Group exceeds 60% of the
sum of the Account Balances and the Accrued Benefits of all individuals under
such plans. Notwithstanding the foregoing, the Account Balances and Accrued
Benefits of individuals who are not Key Employees in any Plan Year but who were
Key Employees in any prior Plan Year shall not be considered in determining the
top-heavy status of the Plan for such Plan Year. Further, notwithstanding the
foregoing, the Account Balances and Accrued Benefits of individuals who have
not performed services for the Employer or any Controlled Entity at any time
during the one-year period ending on the applicable Determination Date shall
not be considered.

         19.4     TOP-HEAVY CONTRIBUTION.

         (a)      If the Plan is determined to be top-heavy for a Plan Year,
the Employer shall contribute to the Plan for such Plan Year on behalf of each
Participant who is not a Key Employee and who has not terminated his employment
as of the last day of such Plan Year an amount equal to:

                  (1) The lesser of (A) 3% of such Participant's Remuneration
         for such Plan Year or (B) a percent of such Participant's Remuneration
         for such Plan Year equal to the greatest percent determined by dividing
         for each Key Employee the amounts allocated to such Key Employee's
         Before-Tax Account and Employer Contribution Account for such Plan Year
         by such Key Employee's Remuneration; reduced by

                  (2) The amount of Employer Matching Contributions and Employer
         Discretionary Contributions allocated to such Participant's Accounts
         for such Plan Year.

         (b)      The minimum contribution required to be made for a Plan Year
pursuant to this Section for a Participant employed on the last day of such Plan
Year shall be made regardless of


                                      54
<Page>


whether such Participant is otherwise ineligible to receive an allocation of
the Employer's contributions for such Plan Year.

         (c)      Notwithstanding the foregoing, no contribution shall be made
pursuant to this Section for a Plan Year with respect to a Participant who is a
participant in another defined contribution plan sponsored by the Employer or a
Controlled Entity if such Participant receives under such other defined
contribution plan (for the plan year of such plan ending with or within the
Plan Year of the Plan) a contribution which is equal to or greater than the
minimum contribution required by Section 416(c)(2) of the Code.

         (d)      Notwithstanding the foregoing, no contribution shall be made
pursuant to this Section for a Plan Year with respect to a Participant who is a
participant in a defined benefit plan sponsored by the Employer or a Controlled
Entity if such Participant accrues under such defined benefit plan (for the
plan year of such plan ending with or within the Plan Year of this Plan) a
benefit that is at least equal to the benefit described in Section 416(c)(1) of
the Code. If the preceding sentence is not applicable, the requirements of this
Section shall be met by providing a minimum benefit under such defined benefit
plan which, when considered with the benefit provided under the Plan as an
offset, is at least equal to the benefit described in Section 416(c)(1) of the
Code.

         19.5     TERMINATION OF TOP-HEAVY STATUS. If the Plan has been deemed
to be top-heavy for one or more Plan Years and thereafter ceases to be
top-heavy, the provisions of this Article shall cease to apply to the Plan
effective as of the Determination Date on which it is determined no longer to
be top-heavy.

         19.6     EFFECT OF ARTICLE. Notwithstanding anything contained herein
to the contrary, the provisions of this Article shall automatically become
inoperative and of no effect to the extent not required by the Code or the Act.











                                      55
<Page>


         EXECUTED this 28th day of December, 2001.



                                  DYNEGY INC.


                                  By:    /s/ Jane D. Jones
                                         ---------------------------------------
                                  Name:  Jane D. Jones
                                         ---------------------------------------
                                  Title: Vice President - Rewards and Technology
                                         ---------------------------------------






















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