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                                                                    Exhibit 10.4

                               APOLLO GROUP, INC.
                           SAVINGS AND INVESTMENT PLAN



                              (AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 2001)




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                                    PREAMBLE

            Effective September 1, 1984, Apollo Group, Inc. (the "Employer")
established the "Apollo Group, Inc. Savings and Investment Plan" (the "Plan").
The Plan was subsequently amended on four occasions. The Plan was also amended a
fifth time by the addition of an Appendix A to the Plan effective January 1,
1998, to reflect the special rules applicable to the Plan's Puerto Rico
participants pursuant to Sections 1165(a) and 1165(e) of the Puerto Rico
Internal Revenue Code of 1994 ("Appendix A").

            By the execution of this document, the Employer hereby amends and
restates the Plan in its entirety to comply with the Uniformed Services
Employment and Reemployment Rights Act of 1994 ("USERRA"), the Small Business
Job Protection Act of 1996 ("SBJPA"), the Taxpayer Relief Act if 1997 ("TRA
`97"), and the Internal Revenue Service Restructuring and Reform Act of 1998
("RRA"), and to make certain other modifications the Employer deems appropriate,
effective as of the date set forth in Section 1.1 (Effective Date).
Notwithstanding the amendment and restatement of the Plan, Appendix A to the
Plan remains in full force and effect after the Effective Date.

                                   ARTICLE ONE
                                 EFFECTIVE DATE

1.1         EFFECTIVE DATE.

            Except as otherwise specifically provided with respect to particular
provisions of the Plan, or as required by SBJPA, USERRA, TRA '97 or RRA, the
provisions of this Plan shall be effective as of January 1, 2001 (the "Effective
Date").

1.2         APPLICATION.

            The amount of, right to and benefit payment options, if any,
available to (a) each person who is an Employee on or after the Effective Date,
and (b) the persons who are claiming benefits through such an Employee, shall be
determined in accordance with the provisions of this Plan document, as it may be
amended from time to time, except as is otherwise expressly provided in this
Plan document or as required by the Code or the Act. In addition, the provisions
of Article Nine (Distribution of Benefits) shall apply to each Employee who
separated from the service of the Employer prior to the Effective Date and who
is eligible to receive a benefit under the Plan on or after the Effective Date.

                                   ARTICLE TWO
                          DEFINITIONS AND CONSTRUCTION

2.1         DEFINITIONS.

            When a word or phrase shall appear in this Plan with the initial
letter capitalized, and the word or phrase does not commence a sentence, the
word or phrase shall generally be a term defined in this Section 2.1. The
following words and phrases utilized in the Plan with the initial letter
capitalized shall have the meanings set forth in this Section 2.1, unless a
clearly different meaning is required by the context in which the word or phrase
is used:

            (a) "ACT" - The Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

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            (b) "AFFILIATE" - Any member of a "controlled group of corporations"
(within the meaning of Section 414(b) of the Code as modified by Section 415(h)
of the Code) that includes the Employer as a member of the group; any member of
an "affiliated service group" (within the meaning of Section 414(m)(2) of the
Code) that includes the Employer as a member of the group; any member of a group
of trades or businesses under common control (within the meaning of Section
414(c) of the Code as modified by Section 415(h) of the Code) that includes the
Employer as a member of the group; and any other entity required to be
aggregated with the Employer pursuant to regulations issued by the United States
Treasury Department pursuant to Section 414(o) of the Code.

            (c) "AFTER-TAX CONTRIBUTIONS" - The amounts previously contributed
to the Trust Fund by Participant on an after-tax basis.

            (d) "AFTER TAX CONTRIBUTIONS ACCOUNT" - A separate account
established pursuant to Section 6.1 (Separate Accounts) to which are credited
the After-Tax Contributions previously made by a Participant.

            (e) "ANNUAL ADDITION" - The sum of the following amounts allocable
for a Plan Year to a Participant under this Plan or under any defined
contribution plan or defined benefit plan maintained by the Employer or any
Affiliate:

                (1) The Employer contributions allocable for a Plan Year to the
accounts of the Participant, including any amount allocable from a suspense
account maintained pursuant to such plan on account of a prior Plan Year;
amounts deemed to be Employer contributions pursuant to a cash-or-deferred
arrangement qualified under Section 401(k) of the Code (including the Pre-Tax
Contributions allocable to a Participant pursuant to this Plan); and amounts
allocated to a medical account which must be treated as annual additions
pursuant to Section 415(l)(1) or Section 419A(d)(2) of the Code;

                (2) All nondeductible Employee contributions allocable during a
Plan Year to the accounts of the Participant; and

                (3) Any forfeitures allocable for a Plan Year to the accounts of
the Participant.

Any rollover contributions or transfers from other qualified plans, restorations
of forfeitures, or other items similarly enumerated in Treasury Regulation
Section 1.415-6(b)(3) shall not be considered in calculating a Participant's
Annual Additions for any Plan Year.

            (f) "AUTHORIZED LEAVE OF ABSENCE" - A leave of absence granted by
the Employer in writing in accordance with the Employer's uniformly applied
rules regarding leaves of absence or a leave of absence for service as a member
of the armed forces of the United States, provided that the Employee left the
Employer directly to enter the armed services and returns to the employ of the
Employer within the period during which his employment rights are protected by
law.

            (g) "BENEFICIARY" - The person or persons designated to receive
benefits under this Plan in the event of the death of the Participant.

            (h) "BENEFIT COMMENCEMENT DATE" - The first day on which all events
(including the passing of the day on which benefit payments are scheduled to
commence) have occurred which entitle the Participant to receive his first
benefit payment from the Plan.

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            (i) "BOARD" - The Board of Directors of the Employer.

            (j) "BREAK IN SERVICE" - A twelve (12) consecutive month period
during which an Employee does not complete more than five hundred (500) Hours of
Service. The applicable twelve (12) consecutive month period shall be the same
twelve (12) consecutive month period that is used for purposes of calculating
the Participant's Years of Service. An Employee reemployed under USERRA shall
not incur a Break in Service by reason of the Employee's qualified military
service as defined in Code Section 414(u)(5).

            (k) "CODE" - The Internal Revenue Code of 1986, as amended.

            (l) "COMPENSATION" - All wages, salaries, and fees for professional
services, and other amounts received (without regard to whether or not an amount
is paid in cash) for personal services actually rendered in the course of
employment with the Employer to the extent that the amounts are includible in
gross income, including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described in Treasury
Regulation Section 1.62-2(c)), and excluding the following:

                (1) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the taxable year in
which contributed, or Employer contributions made on behalf of the Employee to a
simplified employee pension plan, or any distributions from a plan of deferred
compensation;

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

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

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

            For purposes of this paragraph, Compensation for a Plan Year is the
Compensation actually paid or includible in gross income during such year.
Notwithstanding the foregoing, Compensation in excess of the applicable
limitation under Section 401(a)(17) of the Code for a Plan Year shall be
disregarded for all purposes for such Plan Year. For Plan Years beginning in
calendar year 1997 through calendar year 1999, the applicable limitation under
Section 401(a)(17) is One Hundred Sixty Thousand Dollars ($160,000) and for Plan
Years beginning after December 31, 1999, the applicable limitation is One
Hundred Seventy Thousand Dollars ($170,000). The limitation specified in the
preceding sentence shall be adjusted for each Plan Year to take into account any
cost-of-living increase as adjusted by the Commissioner of the Internal Revenue
Service in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding
twelve (12) months, over which Compensation is determined (a

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"determination period") beginning in such calendar year. If a determination
period consists of fewer than twelve (12) months, the annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is twelve (12). If
Compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the annual
compensation limit in effect for that prior determination period.

            If an Employee receives any payments from an Affiliate which would
be treated as Compensation if paid by the Employer, such amounts shall be
included in calculating the Employee's Compensation for purposes of Section 415
of the Code and the corresponding provisions of this Plan. Any amounts paid to
an Employee by an Affiliate shall be disregarded for all other purposes under
this Plan unless the Affiliate making the payment has elected to provide
benefits to its employees pursuant to this Plan.

            Effective for Plan Years beginning on or after January 1, 1998, the
term "Compensation" shall also include any elective deferral (as defined in
Section 402(g)(3) of the Code) amounts and any amount which is contributed or
deferred by the Employer at the election of the Employee and is not includible
in the Employee's gross taxable income by reason of the application of Sections
125 or 457 of the Code, if such amounts are attributable to the performance of
services for the Employer or any Affiliate. Effective for Plan Years beginning
on or after January 1, 1997, the compensation of family members is disregarded
in determining the Compensation of an Employee as a result of the repeal of
Section 414(q)(6) of the Code.

            For Plan Years beginning after December 31, 2000, the term
"Compensation" for purposes of Section 415 of this Code and Section 5.3 of this
Plan (Limitation on Contributions), shall include fringe benefits not includible
in income under Section 132(f) of the Code.

            (m) "DISABILITY" - The inability to engage in any substantial
gainful activity with the Employer by reason of any medically determinable
physical or mental impairment that can be expected to result in death or be of
long-continued and indefinite duration. The permanence and degree of such
impairment shall be supported by medical evidence. The Plan Administrator will
determine Disability, and its determination shall be binding and conclusive upon
all persons whomsoever.

            (n) "DISCRETIONARY CONTRIBUTIONS" - The amounts contributed to the
Trust Fund by the Employer pursuant to Section 5.1(b) (Employer Contributions -
Discretionary Contributions).

            (o) "DISCRETIONARY CONTRIBUTIONS ACCOUNT" - The account established
pursuant to Section 6.1 (Separate Accounts) to which Discretionary Contributions
are credited.

            (p) "EARNINGS" - All salary, hourly wages, bonuses, incentive
payments, commissions, pay in lieu of vacation, overtime and all other amounts
subject to tax under Section 3401 of the Code paid by the Employer to the
Employee during a calendar year, but excluding insurance premium payments,
severance payments, moving and relocation reimbursements and all other deferred
or fringe benefits (including contributions or benefits under any employee
benefit plan of the Employer). Notwithstanding the foregoing, Earnings in excess
of the applicable limitation under Section 401(a)(17) of the Code for a Plan
Year shall be disregarded

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for all purposes for such Plan Year. For Plan Years beginning in calendar year
1997 through calendar year 1999, the applicable limitation under Section
401(a)(17) of the Code is One Hundred Sixty Thousand ($160,000) and for Plan
Years beginning after December 31, 1999, the applicable limitation is One
Hundred Seventy Thousand Dollars ($170,000). The limitation specified in the
preceding sentence shall be adjusted for each Plan Year to take into account any
cost-of-living increase as adjusted by the Commissioner of Internal Revenue in
accordance with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment
in effect for a calendar year applies to any period, not exceeding twelve (12)
months, over which Earnings are determined (a "determination period") beginning
in such calendar year. If a determination period consists of fewer than twelve
(12) months, the annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is twelve (12). If Earnings for any prior determination
period are taken into account in determining an Employee's benefits accruing in
the current Plan Year, the Earnings for that prior determination period are
subject to the annual compensation limit in effect for that prior determination
period. Effective for Plan Years beginning on or after January 1, 1997, the
earnings of family members are disregarded in determining the Earnings of an
Employee as a result of the repeal of Section 414(q)(6) of the Code. The term
"Earnings" shall also include amounts attributable to the performance of
services for the Employer or any Affiliate which are not includible in the
Participant's gross taxable income by reason of the application of Sections 125,
402(e)(3) or 402(h)(1)(B) of the Code. In addition, the term "Earnings" shall
include elective amounts that are not includible in the Participant's gross
taxable income by reason of the application of Section 132(f)(4) of the Code.

            (q) "EFFECTIVE DATE" - The date specified in Section 1.1 (Effective
Date), except as otherwise specifically provided with respect to particular
provisions of this Plan.

            (r) "EMPLOYEE" - Each person who is classified by an Employer as a
common law employee (or who would be considered a common law employee if such
person were not on an Authorized Leave of Absence). Regardless of any subsequent
determination by a court or a governmental agency that an individual should be
treated as a common law employee, an individual will be considered an Employee
under the Plan only if such individual has been so classified by an Employer for
purposes of this Plan and is not treated as: (1) a consultant; (2) a leased
employee within the meaning of Section 3.9 (Leased Employees); (3) an
independent contractor or an employee of an independent contractor; or (4)
employed pursuant to a written contract for a fixed term (irrespective of
extensions or renewals). If an Employer modifies its classification or treatment
of an individual, the modification shall be applied prospectively only unless
the Employer indicates otherwise, in which case the modification will be
effective as of the date specified by the Employer. If an individual is
characterized as a common law employee of an Employer by a governmental agency
or court but not by the Employer, such individual shall be treated as an
employee who has not been designated for participation in this Plan.

            (s) "EMPLOYER" - Apollo Group, Inc. and each successor in interest
to the Employer resulting from merger, consolidation, or transfer of
substantially all of its assets that elects to continue this Plan.

            (t) "EMPLOYER CONTRIBUTIONS" - The amount of Matching Contributions
and Discretionary Contributions contributed to the Trust Fund by the Employer
for the benefit of Participants in accordance with Section 5.1 (Employer
Contributions).

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            (u) "EMPLOYER CONTRIBUTIONS ACCOUNT" - The Matching Contributions
Account and/or Discretionary Contributions Account established pursuant to
Section 6.1 (Separate Accounts).

            (v) "HIGHLY COMPENSATED EMPLOYEE" - Each individual who is treated
as a "Highly Compensated Employee" pursuant to Section 2.3 (Highly Compensated
Employee) of this Plan and Section 414(q) of the Code.

            (w) "HOUR OF SERVICE" -

                (1) An hour for which an Employee is directly or indirectly
compensated, or is entitled to compensation, by the Employer or an Affiliate for
the performance of duties. Such Hours of Service shall be credited to the
respective computation period in which the duties were performed.

                (2) An hour for which an Employee is directly or indirectly
compensated, or is entitled to compensation, by the Employer or an Affiliate on
account of a period of time during which no duties are performed (irrespective
of whether the employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty, military duty or
leave of absence. No more than five hundred one (501) Hours of Service shall be
credited under this paragraph (2) for any single continuous period (whether or
not such period occurs in a single service computation period). Hours of Service
under this paragraph (2) shall be calculated and credited pursuant to Section
2530.200b-2 of the Department of Labor regulations governing the computation of
Hours of Service, which are incorporated herein by this reference.

                (3) An hour for which back pay (irrespective of mitigation of
damages) is either awarded or agreed to by the Employer or an Affiliate. The
same Hours of Service shall not be credited both under paragraph (1) or
paragraph (2) above, as the case may be, and under this paragraph (3). Hours of
Service attributable to back pay credits will be credited to the respective
service computation period or periods to which the back pay pertains, rather
than to the service computation period or periods in which the award, agreement,
or payment is made.

                (4) Employees shall also be credited with any additional Hours
of Service required to be credited pursuant to any Federal law other than the
Act or the Code.

                (5) Solely for purposes of determining whether an Employee has
incurred a Break in Service, an Employee shall be credited with Hours of Service
in accordance with the provisions of this paragraph (5) for periods of absence
(with or without pay) by reason of the pregnancy of the Employee, the birth of a
child of the Employee, the placement of a child with the Employee in connection
with the adoption of such child by the Employee, or for purposes of caring for a
child of the Employee for a period beginning immediately following the child's
birth or placement. An Employee who is on an Authorized Leave of Absence for any
of the foregoing reasons shall receive credit for the Hours of Service which the
Employee would normally have been credited with but for such absence. If the
Plan Administrator and the Employer are unable to determine the Hours which
would have otherwise been credited to the Employee, the Employee shall receive
credit for eight (8) Hours of Service for each day of such absence. The maximum
number of Hours of Service credited to an Employee pursuant to this paragraph
for any one absence or any series of related absences shall not exceed five
hundred one (501). The hours credited pursuant to this paragraph will be treated
as Hours of Service for the service computation period during which the absence
begins if the Employee would be prevented from incurring a Break in Service
during such twelve (12) consecutive

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month period solely because of the Hours of Service credited pursuant to this
paragraph. In all other cases, the Hours of Service shall be credited to the
Employee for the service computation period which begins immediately following
the day on which the absence commences. This paragraph (5) shall not be
construed as entitling any Employee to an Authorized Leave of Absence for any of
the reasons enumerated above. An Employee's entitlement to an Authorized Leave
of Absence will be determined in accordance with the standard policies of the
Employer. No credit will be given pursuant to this paragraph (5) unless the
Employee furnishes to the Plan Administrator such timely information as the Plan
Administrator may reasonably require to establish the number of days for which
there was such an absence and that the absence was for one of the reasons
enumerated above.

            (x) "INVESTMENT FUNDS" - The investment funds, if any, established
pursuant to Article Eight (Investment of Accounts).

            (y) "KEY EMPLOYEE" - An Employee or former Employee who, at any time
during the Plan Year in which the "determination date" (as defined in Section
2.2 (Top Heavy Plan Provisions)) falls or any of the four (4) preceding Plan
Years, is or was:

                (1) An officer of the Employer or an Affiliate whose
Compensation from the Employer and the Affiliate exceeds fifty percent (50%) of
the applicable dollar limitation of Section 415(b)(1)(A) of the Code (as such
sum shall be adjusted for each Plan Year commencing on or after January 1, 1988,
to take into account any cost-of-living increase adjustment for that Plan Year
pursuant to the applicable lawful regulations or rulings of the United States
Treasury Department under Section 415 of the Code). No more than the lesser of
fifty (50) Employees or ten percent (10%) of the aggregate number of employees
of the Employer and its Affiliates shall be considered as officers for purposes
of this paragraph. The number of officers considered to be Key Employees shall
be further limited in accordance with Section 416 of the Code. In addition,
whether a particular Employee is an "officer" for purposes of this paragraph (1)
shall be determined in accordance with Section 416 of the Code and regulations
issued thereunder.

                (2) An Employee (i) whose ownership interest in the Employer or
any Affiliate is more than .5% (.005), and (ii) whose ownership interest in the
Employer or any Affiliate is or was among the ten (10) largest ownership
interests of persons who are employed by the Employer or an Affiliate, and (iii)
whose Compensation from the Employer and any Affiliates exceeds the applicable
dollar limitation of Section 415(c)(1)(A) of the Code for the calendar year in
which the Plan Year ends (as such sum shall be adjusted for each Plan Year
commencing on or after January 1, 1988, to take into account any cost-of-living
increase adjustment for that Plan Year pursuant to the applicable lawful
regulations or rulings of the United States Treasury Department under Section
415 and Section 416(i)(1) of the Code). For purposes of this paragraph (2), if
two (2) Employees have equal ownership interests, the Employee receiving the
highest Compensation shall be treated as owning the larger interest.

                (3) An Employee owning more than five percent (5%) of the issued
and outstanding shares of stock of the Employer or stock possessing more than
five percent (5%) of the total combined voting power of all stock of the
Employer.

                (4) An Employee owning more than one percent (1%) of the issued
and outstanding shares of stock of the Employer or stock possessing more than
one percent (1%) of the total combined voting power of all stock of the Employer
and whose Compensation from the Employer and any Affiliate is more than One
Hundred Fifty Thousand Dollars ($150,000.00).

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            Ownership shall be determined under Section 318 of the Code, as
modified by Sections 416(i)(1)(B)(iii) and 416(i)(1)(C) of the Code. In
addition, for any Plan Year the term Key Employee shall include the spouse or
Beneficiary of any deceased individual who would have been considered a Key
Employee if he had terminated his employment on the date of his death.

            (z) "MATCHING CONTRIBUTIONS" - The amounts contributed to the Trust
Fund by the Employer pursuant to Section 5.1 (Employer Contributions) in order
to match a portion of the Matched Contributions of the Participants.

            (aa) "MATCHING CONTRIBUTIONS ACCOUNT" - The account established
pursuant to Section 6.1 (Separate Accounts) to which the Matching Contributions
of the Employer are credited.

            (bb) "NORMAL RETIREMENT AGE" AND "NORMAL RETIREMENT DATE" -

                (1) NORMAL RETIREMENT AGE - The date on which a Participant
attains the age of sixty-five (65) years.

                (2) NORMAL RETIREMENT DATE - The first day of the month
following the month in which the Participant attains his Normal Retirement Age.

            (cc) "PARTICIPANT" - An Employee who has satisfied the eligibility
requirements specified in Section 3.1 (Eligibility and Participation), who has
elected to participate pursuant to Section 3.2 (Enrollment as a Participant) or
has become automatically enrolled pursuant to Section 3.2 (Enrollment as a
Participant), and whose participation in the Plan has not been terminated. An
Employee who is otherwise eligible to participate who does not elect to make any
Pre-Tax Contributions or who elects to not become automatically enrolled will be
treated as a Participant for purposes of the application of the actual deferral
percentage test of Section 4.3 (Limitation on Contributions of Highly
Compensated Employees) and the average contribution percentage test of Section
5.3 (Limitation on Contributions) and for purposes of the allocation of
Discretionary Contributions. If so indicated by the context, the term
Participant shall also include former Participants whose active participation in
the Plan has terminated but who have not received all amounts to which they are
entitled pursuant to the terms and provisions of this Plan. Whether former
Participants are allowed to exercise an option or election extended to
"Participants" will be determined by the Plan Administrator in the exercise of
its discretion, but in making such determinations the Plan Administrator shall
act in a uniform, nondiscriminatory manner.

            (dd) "PLAN" - The Apollo Group, Inc. Savings and Investment Plan, as
set forth in this instrument, and as it may hereafter be amended.

            (ee) "PLAN ADMINISTRATOR" - The individual, entity or committee
appointed to act as such pursuant to Section 11.1 (Plan Administrator).

            (ff) "PLAN ENTRY DATE" - The first day of each calendar quarter
within each Plan Year.

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            (gg) "PLAN YEAR" - A twelve (12) month period, commencing on each
January 1 and ending on each following December 31. For purposes of Section 415
of the Code, the Plan Year shall be the "limitation year."

            (hh) "PRE-TAX CONTRIBUTIONS" - The contributions directed by a
Participant pursuant to Section 4.1 (Pre-Tax Contributions).

            (ii) "PRE-TAX CONTRIBUTIONS ACCOUNT" - The account established
pursuant to Section 6.1 (Separate Accounts) to which a Participant's Pre-Tax
Contributions and any related gains or losses are credited.

            (jj) "QUALIFIED DOMESTIC RELATIONS ORDER" - A domestic relations
order meeting the requirements specified in Section 10.2 (Qualified Domestic
Relations Orders).

            (kk) "ROLLOVER CONTRIBUTION" - The amounts transferred to the Trust
Fund by Employees in accordance with Section 4.7 (Rollover Contributions).

            (ll) "ROLLOVER CONTRIBUTION ACCOUNT" - A separate account
established pursuant to Section 6.1 (Separate Accounts) to which are credited
the Rollover Contributions of an Employee.

            (mm) "SUPER TOP HEAVY PLAN" - A Super Top Heavy Plan, as defined in
Section 2.2 (Top Heavy Plan Provisions).

            (nn) "TOP HEAVY PLAN" - A "Top Heavy Plan," as defined in Section
2.2 (Top Heavy Plan Provisions).

            (oo) "TRUST AGREEMENT" - The agreement entered into between the
Employer and the Trustee.

            (pp) "TRUST FUND" - The fund established by the Employer pursuant to
the terms of the Trust Agreement to provide for the investment of contributions
made pursuant to this Plan. The Trust Fund will be held, administered and
distributed for the exclusive benefit of the Participants and their
Beneficiaries.

            (qq) "TRUSTEE" - The individual, individuals or entity selected by
the Employer to act as such. The Trustee shall acknowledge acceptance of its
appointment by the execution of the Trust Agreement or, in the case of a
successor Trustee, by the execution of an appropriate written instrument. If the
Employer appoints two or more individuals or entities to act jointly as the
Trustee, the term "Trustee" shall refer collectively to all of said individuals
or entities.

            (rr) "USERRA" - The Uniformed Services Employment and Reemployment
Rights Act of 1994, as amended from time to time.

            (ss) "VALUATION DATE" - The date for valuing the assets of the Trust
Fund, which shall be the last business day of the Plan Year and such other dates
as the Plan Administrator may designate.

            (tt) "YEAR OF SERVICE" - A twelve (12) consecutive month period (the
"computation period") during which an Employee is credited with one thousand
(1,000) or more

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Hours of Service, regardless of whether the Employee is employed on the last day
of said period. In calculating Years of Service and Breaks in Service for
purposes of determining an Employee's eligibility to receive Matching
Contributions and Discretionary Contributions, the initial twelve (12)
consecutive month period shall commence on the date the Employee first performs
an Hour of Service for the Employer, and the second and subsequent twelve (12)
month periods shall commence on the anniversaries of such date. If an
individual's prior service is disregarded pursuant to the rules set forth in
Section 3.3 (Crediting of Service) and the individual is later reemployed, or if
an individual terminates employment with the Employer prior to completing one
thousand (1,000) Hours of Service in any of such computation periods and returns
to the Employer after the close of the computation period during which his
employment was terminated, in the future the relevant computation periods shall
commence on the date the individual first performs an Hour of Service for the
Employer following his reemployment and the anniversaries thereof. For purposes
of determining Year of Service under the Plan, Service with Western
International University and the National Endowment for Financial Education
shall be considered under the Plan (up to a maximum of five Years of Service).

2.2         TOP HEAVY PLAN PROVISIONS.

            The provisions of this Section 2.2 shall be observed in determining
the Plan's status as a Top Heavy Plan or, for Plan Years beginning prior to
January 1, 2000, a Super Top Heavy Plan:

            (a) GENERAL RULES. The Plan will be a Top Heavy Plan for a Plan Year
if, on the last day of the prior Plan Year (hereinafter referred to as the
"determination date"), more than sixty percent (60%) of the cumulative balances
credited to all accounts of all Participants are credited to or allocable to the
accounts of Key Employees. In addition, for Plan Years beginning prior to
January 1, 2000, the Plan will be a Super Top Heavy Plan if, on the
determination date, more than ninety percent (90%) of the cumulative balances
credited to the accounts of all Participants are credited or allocable to the
accounts of Key Employees. For purposes of making these determinations, the
following rules will apply:

                (1) The balance credited to or allocable to a Participant's
accounts for purposes of this Section 2.2 shall include contributions made on or
before the applicable determination date, together with withdrawals and
distributions made during the five (5) year period ending on the determination
date.

                (2) The accounts of any Participant who was formerly (but no
longer is) a Key Employee shall be disregarded. In addition, the accounts of any
Participant who has not performed any services for the Employer or an Affiliate
during the five (5) year period ending on the determination date shall be
disregarded.

                (3) Rollover Contributions made pursuant to Section 4.7
(Rollover Contributions) subsequent to December 31, 1983, which contributions
are both initiated by the Employee and are not derived from a plan maintained by
the Employer or any Affiliate, shall be disregarded unless otherwise provided in
lawful regulations issued by the United States Treasury Department. Other
amounts rolled over to or from this Plan to or from another qualified plan will
be considered in calculating the Plan's status as a Top Heavy Plan (or, for Plan
Years beginning prior to January 1, 2000, a Super Top Heavy Plan) if and to the
extent required by said regulations.

                                       10
<PAGE>

            (b) AGGREGATION OF PLANS. Notwithstanding anything in this Section
2.2 to the contrary, if the Plan shall be determined by the Plan Administrator
(in its sole and absolute discretion, but pursuant to the provisions of Section
416 of the Code) to be a constituent in an "aggregation group," this Plan shall
be considered a Top Heavy Plan (or, for Plan Years beginning prior to January 1,
2000, a Super Top Heavy Plan) only if the "aggregation group" is a "top heavy
group" or a "super top heavy group." For purposes of this Section 2.2, an
"aggregation group" shall include the following:

                (1) Each plan intended to qualify under Section 401(a) of the
Code sponsored by the Employer or an Affiliate in which one (1) or more Key
Employees participate;

                (2) Each other plan of the Employer or an Affiliate that is
considered in conjunction with a plan referred to in clause (1) in determining
whether or not the nondiscrimination and coverage requirements of Section
401(a)(4) or Section 410 of the Code are met; and

                (3) If the Plan Administrator, in the exercise of its
discretion, so chooses, any other such plan of the Employer or an Affiliate
which, if considered as a unit with the plans referred to in clauses (1) and
(2), satisfies the requirements of Code Section 401(a) and Code Section 410.

A "top heavy group" for purposes of this Section 2.2 is an "aggregation group"
in which the sum of the present value of the cumulative accrued benefits for Key
Employees under all "defined benefit plans" (as defined in Section 414(j) of the
Code) included in such group plus the aggregate of the account balances of Key
Employees on the last Valuation Date in the twelve (12) month period ending on
the respective determination date under all "defined contribution plans" (as
defined in Section 414(i) of the Code) included in such group exceeds sixty
percent (60%) of the total of such similar sum determined for all employees and
beneficiaries covered by all such plans (where such present values and account
balances are those present values applicable to those determination dates of
each plan which fall in the same calendar year). In addition, with respect to
Plan Years beginning prior to January 1, 2000, a "super top heavy" group is an
"aggregation group" for which the sum so determined for Key Employees exceeds
ninety percent (90%) of the sum so determined for all employees and
beneficiaries. The Plan Administrator will calculate the present value of the
cumulative annual benefits under a defined benefit plan in accordance with the
rules set forth in the defined benefit plan. All determinations will be made in
accordance with applicable regulations under Section 416 of the Code.

2.3         HIGHLY COMPENSATED EMPLOYEE.

            (a) GENERAL. The term "Highly Compensated Employee" shall include
all "highly compensated active employees" and all "highly compensated former
employees."

            (b) HIGHLY COMPENSATED ACTIVE EMPLOYEES.

            Effective for Plan Years beginning on or after January 1, 1997, for
purposes of this Section 2.3, a "highly compensated active employee" is an
Employee who performs services for the Employer or its Affiliates during the
current Plan Year (the "determination year") and who:

                (1) During the determination year, or during the preceding Plan
Year, is or was a "five percent owner" as described in Section 416(i)(l) of the
Code and applicable regulations thereunder; or

                                       11
<PAGE>

                (2) For the preceding Plan Year, received Compensation from the
Employer or its Affiliates in excess of Eighty Thousand Dollars ($80,000.00). As
set forth in the definition of "Compensation" in Section 2.1(l) (Definitions -
Compensation) of the Plan, effective for Plan Years beginning on or after
January 1, 1997, the compensation of family members is disregarded for purposes
of determining an Employee's Compensation, due to the repeal of Section
414(q)(6) of the Code.

            (c) HIGHLY COMPENSATED FORMER EMPLOYEES. For purposes of this
Section 2.3, the term "highly compensated former employee" is based on the rules
applicable to determining Highly Compensated Employee status as in effect for
that determination year in accordance with Section 1.414(q)-1T, A-4 of the
temporary income tax regulations and Notice 97-45, as such may be updated,
modified or amended from time to time.

            (d) COST-OF-LIVING ADJUSTMENTS. The dollar limitations of
sub-paragraph (b)(2) above shall be adjusted to take into account any cost of
living increase adjustment allowable pursuant to Section 414(q)(1) of the Code.
For Plan Years beginning after December 31, 1996, that amount will be adjusted
at the same time and in the same manner pursuant to the applicable rulings or
regulations of the United States Treasury Department under Code Section 415(d),
except that the base period shall be the calendar quarter ending September 30,
1996.

2.4         CONSTRUCTION.

            The masculine gender, where appearing in the Plan, shall include the
feminine gender (and vice versa), and the singular shall include the plural,
unless the context clearly indicates to the contrary. The term "delivered to the
Plan Administrator," as used in the Plan, shall include delivery to a person or
persons designated by the Plan Administrator for the disbursement and receipt of
administrative forms. Headings and subheadings are for the purpose of reference
only and are not to be considered in the construction of this Plan. If any
provision of this Plan is determined to be for any reason invalid or
unenforceable, the remaining provisions shall continue in full force and effect.
All of the provisions of this Plan shall be construed and enforced according to
the laws of the State of Arizona and shall be administered according to the laws
of such state, except as otherwise required by the Act, the Code or other
Federal law. The Employer intends that the Plan as adopted by the Employer shall
constitute a qualified plan under the provisions of Section 401(a) of the Code
and that the Trust Fund maintained pursuant to the Trust Agreement shall be
exempt from taxation pursuant to Section 501(a) of the Code. It is also the
Employer's intention that this Plan qualify as an accident and health plan
pursuant to Section 105(c) of the Code and that any benefits paid to any
Participant due to the Participant's Disability be eligible for the favorable
income tax treatment afforded by Section 105(c) of the Code. This Plan shall be
construed in a manner consistent with the Employer's intentions.

                                  ARTICLE THREE
                          ELIGIBILITY AND PARTICIPATION

3.1         ELIGIBILITY AND PARTICIPATION.

            Each Employee who was a Participant in the Plan immediately prior to
the Effective Date of this amendment and restatement of the Plan shall continue
as such, subject to the provisions hereof. Each other Employee shall become a
Participant in the Plan for purposes of making Pre-Tax Contributions on the Plan
Entry Date coincident with or next following the date on which the

                                       12
<PAGE>
Employee has been employed for sixty (60) days, unless he shall leave employment
with the Employer prior to such date. In addition, each other Employee shall
become a Participant for purposes of receiving an allocation of Matching
Contributions and Discretionary Contributions on the Plan Entry Date coincident
with or next following the date on which the Employee completes a Year of
Service. If an Employee is included within a unit of employees covered by a
collective bargaining agreement for which retirement benefits were the subject
of good faith bargaining, he shall not be eligible to participate in this Plan,
unless the collective bargaining agreement specifically provides to the
contrary. In addition, any Employee who is hired by the Employer solely in the
capacity as a faculty member shall not be eligible to participate in the Plan.

3.2         ENROLLMENT AS A PARTICIPANT.

            (a) AUTOMATIC ENROLLMENT. Effective January 1, 2002, each Employee
who, on that date, is not a Participant but has satisfied the service
requirements specified in Section 3.1 (Eligibility and Participation), and each
Employee who thereafter satisfies the service requirements specified in Section
3.1 (Eligibility and Participation) (collectively "Automatic Enrollment Eligible
Employee"), shall, on the next Plan Entry date following his satisfaction of the
service requirements and his receipt of the notice described below in this
subsection, automatically become a Participant and commence making Pre-Tax
Contributions to the Plan in an amount equal to three percent (3%) of his
Earnings without the necessity of completing any form designating the amount of
his Pre-Tax Contributions. Subject to the limitations in Section 4.2 (Limits on
Pre-Tax Contributions), an Automatic Enrollment Eligible Employee may elect to
make Pre-Tax Contributions in an amount other than three percent (3%) of his
Earnings by signing a form supplied by the Employer and delivering the form to
the Employer. If an Automatic Enrollment Eligible Employee does not want to make
Pre-Tax Contributions, he may elect to not make Pre-Tax Contributions by signing
a form supplied by the Employer and delivering the form to the Employer. No
Employee shall be automatically enrolled in the Plan until the Employee has
received notice of the availability of and the procedure for making these
elections and has been given a reasonable period in which to make an election.
Notice to an Employee of the availability of the election shall be deemed
"reasonable" if it is given no later than thirty (30) days prior to the first
day of the pay period in which the automatic enrollment will take effect. In
addition, Employees who have been automatically enrolled will be given annual
notice of the current amount of their Pre-Tax Contribution and their right to
change that amount. An Employee need not make any contributions in order to
share in the allocation of any Discretionary Contributions.

            (b) APPLICATION TO PARTICIPATE. Each Employee who is eligible to
become a Participant, and who elects to not make Pre-Tax Contributions at the
time he became eligible, or elects to cease making Pre-Tax Contributions after
being enrolled, may commence or recommence making Pre-Tax Contributions by
completing and signing an enrollment form provided by the Plan Administrator and
delivering the form to the Plan Administrator. The Employee shall designate on
the form the amount of his Pre-Tax Contributions, if any, and shall authorize
the reduction of his Earnings in an amount equal to his directed Pre-Tax
Contributions. An Employee need not elect to make any contributions in order to
share in the allocation of Discretionary Contributions. All forms to be
delivered to the Plan Administrator pursuant to this Section 3.2 must be
received by the Plan Administrator within such reasonable and uniformly-applied
time periods as the Plan Administrator may prescribe for the receipt of forms as
a condition of giving effect to or implementing such instructions. If a written
instruction cannot be given effect or implemented for a particular period, it
shall be effective for the next succeeding period.

                                       13
<PAGE>

3.3         CREDITING OF SERVICE.

            All Years of Service shall be taken into account under this Plan.
Service performed prior to a Break in Service, however, may be disregarded
pursuant to Section 3.4 (Effect of Rehiring).

3.4         EFFECT OF REHIRING.

            The Years of Service performed by an Employee prior to a Break in
Service will be disregarded and the former Employee will be treated as a new
Employee for purposes of this Plan upon reemployment if the number of the
Employee's consecutive one (1) year Breaks in Service is equal to or more than
the greater of (a) five (5) or (b) the aggregate number of Years of Service
credited to the Employee prior to the Break, provided, however, that if the
rehired Employee's prior service would have been disregarded pursuant to the
preceding clause (b) of this sentence (without regard to clause (a)) and the
Employee returned to employment with the Employer or any Affiliate on the last
day of the last Plan Year that began prior to January 1, 1985, his service shall
be disregarded. In determining an Employee's aggregate number of Years of
Service before the Break in Service, Years of Service disregarded in accordance
with this Section as the result of a prior Break in Service shall not be
considered. Except as otherwise provided above in this paragraph, if an Employee
separates from employment with the Employer and is later rehired, he shall
remain credited with all Years of Service credited to him during his prior
period of employment. If a rehired Employee (other than an Employee whose
service is disregarded pursuant to the preceding paragraph) was a Participant or
had satisfied the eligibility requirements of Section 3.1 (Eligibility and
Participation) during his prior period of employment and following his return he
is otherwise eligible to participate in the Plan, the Employee shall commence
participation in the Plan upon the later of his date of rehire or the date on
which he would have commenced participation if his employment had not
terminated. If a rehired Employee was not a Participant or had not satisfied the
eligibility requirements of Section 3.1 (Eligibility and Participation) during
his prior period of employment and, following his return he is otherwise
eligible to participate in the Plan, the Employee shall commence participation
in the Plan as of the date he satisfies the eligibility requirements of Section
3.1(Eligibility and Participation) upon his recommencement of employment.

3.5         AUTHORIZED LEAVES OF ABSENCE.

            An Authorized Leave of Absence granted by the Employer for which an
Employee is not compensated shall be disregarded in determining whether the
Employee has satisfied the eligibility requirements specified in Section 3.1
(Eligibility and Participation), and the Employee shall not be credited with
Hours of Service for any purpose for such period unless such credit is required
to be given by law. An Employee shall not be charged with a Break in Service,
however, during an Authorized Leave of Absence if the Employee's failure to
complete more than five hundred (500) Hours of Service is attributable to the
Authorized Leave of Absence, and a Participant's participation in the Plan shall
not be terminated while the Participant is on an Authorized Leave of Absence.

3.6         AFFILIATED EMPLOYERS AND ACQUIRED COMPANIES.

            For the purpose of computing an Employee's Years of Service,
employees of Affiliates of the Employer shall be given credit for their Hours of
Service with such Affiliates if they become Employees of the Employer as though
during such periods they were Employees. Persons employed by a business
organization that is acquired by the Employer or by an Affiliate of the Employer
shall be credited with service for their Hours of Service with such predecessor
employer hereunder if they

                                       14
<PAGE>
become Employees of the Employer only to the extent required under lawful
regulations of the United States Treasury Department under Section 414(a)(2) of
the Code.

3.7         TERMINATION OF PARTICIPATION.

            A Participant's participation in the Plan, but not his right, if
any, to payment of benefits, shall be terminated upon the Participant's
separation from employment with the Employer or upon his transfer from an
eligible class of Employees as provided in Section 3.8 (Transfers to and From an
Eligible Class of Employees). A Participant's participation in the Plan shall
not be terminated while he is on an Authorized Leave of Absence.

3.8         TRANSFERS TO AND FROM AN ELIGIBLE CLASS OF EMPLOYEES.

            (a) TRANSFERS OUT OF PLAN. A Participant will automatically become
ineligible to participate in the Plan as of the effective date of a change in
his employment classification if as a result of the change, he is no longer
eligible to participate in the Plan. All sums credited to the former
Participant's accounts will continue to be held pursuant to the terms of this
Plan and will be distributed to the former Participant only upon his subsequent
termination of employment or the occurrence of some event permitting a
distribution pursuant to the provisions of this Plan.

            (b) TRANSFERS TO PLAN. If an Employee of the Employer is not
eligible to participate in the Plan due to his employment classification, he
shall participate immediately upon becoming a member of an eligible class of
Employees if he has satisfied the other requirements set forth in Section 3.1
(Eligibility and Participation) and would have become a Participant previously
had he been in an eligible class.

            (c) SERVICE CREDIT. In any event, an Employee's service in an
ineligible employment classification shall be considered in calculating the
Employee's Years of Service for purposes of this Plan.

            (d) TRANSFERS TO AFFILIATES. If a Participant ceases to participate
in the Plan as a result of his transfer to an Affiliate that has not adopted
this Plan, amounts credited to his accounts as of the date of his transfer shall
not be forfeited or distributed. Rather, such amounts shall be payable in
accordance with the terms of this Plan upon his subsequent termination of
employment with all Affiliates and the Employer or upon the occurrence of some
other event permitting a distribution pursuant to the provisions of this Plan.

3.9         LEASED EMPLOYEES.

            For purposes of this Plan, whether an individual is a "leased
employee" shall be determined in accordance with Section 414(n)(2) of the Code.
A "leased employee" shall be treated as an Employee of the Employer for purposes
of the pension requirements of Section 414(n)(3) of the Code, unless leased
employees constitute less than twenty percent (20%) of the Employer's non-highly
compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the
Code) and the leased employee is covered by a "safe harbor plan" that satisfies
the requirements of Section 414(n)(5)(B) of the Code. In any event, a leased
employee who is deemed to be an Employee of the Employer pursuant to the
preceding sentence shall be treated as if he is employed in an employment
classification that has not been designated for participation in the Plan.

                                       15
<PAGE>

3.10        WAIVER OF PARTICIPATION.

            Any Highly Compensated Employee shall have the right at the time
that that Employee first becomes eligible to participate to irrevocably waive
participation in the Plan. Any waiver under this Section 3.10 shall be made in
writing and shall be deemed effective when received by the Plan Administrator.
For purposes of the preceding sentence, an Employee's failure to direct Pre-Tax
Contributions, or an Employee's election to not make Pre-Tax Contributions to
the Plan, shall not be deemed to be a waiver of participation in the Plan.

                                  ARTICLE FOUR
                             EMPLOYEE CONTRIBUTIONS

4.1         PRE-TAX CONTRIBUTIONS.

            (a) ELECTION. Each Participant, including those who are
automatically enrolled in the Plan in accordance with Section 3.2 (Enrollment as
a Participant) of the Plan, may direct the Employer to make Pre-Tax
Contributions to the Trust Fund on the Participant's behalf during each Plan
Year while he is a Participant. The amount payable to the Participant as his
current salary or wages shall then be reduced by an amount equal to the Pre-Tax
Contributions directed by the Participant. Pre-Tax Contributions shall either be
directed in a specified dollar amount per payroll period or in whole percentage
increments of Earnings, from one percent (1%) to fifteen percent (15%) of
Earnings, as the Participant shall elect on a form provided by and delivered to
the Plan Administrator.

            (b) TRANSFER TO TRUSTEE. Pre-Tax Contributions shall be forwarded to
the Trustee as soon as possible following the end of the applicable payroll
period. However, in no event shall such contributions be transferred to the
Trustee later than the fifteenth (15th) business day of the month following the
end of the month in which such amounts would otherwise have been payable to the
Participant in cash.

            (c) LIMITATIONS. The Employer and the Plan Administrator shall
implement such procedures as may be necessary to assure that the sum of the
Pre-Tax Contributions and the Employer Contributions does not exceed the maximum
amount that may be deducted by the Employer pursuant to Section 404 of the Code.
The direction of Pre-Tax Contributions also shall be subject to such further
reasonable and nondiscriminatory restrictions regarding minimum and maximum
amounts that may be directed and the frequency of changes of direction rates as
the Employer and Plan Administrator shall determine and announce to Plan
Participants.

            (d) MAKE-UP OF PRE-TAX CONTRIBUTIONS MISSED DURING MILITARY LEAVE.
Effective December 12, 1994, in the case of a Participant who returns to active
employment from military service in accordance with USERRA, that Participant may
make up those Pre-Tax Contributions which the Participant could have made under
the terms of the Plan but for his military service. The Participant must make
such contributions no later than the end of the period beginning on his
reemployment date and ending on the last day of the period equal to the lesser
of (i) his period of military service multiplied by three or (ii) five years.
The maximum amount of Pre-Tax Contributions that a Participant may make under
this Section 4.1(d) is the amount of Pre-Tax Contributions which the Participant
could have made under the terms of the Plan during his period of military
service. For purposes of determining a Participant's Pre-Tax Contributions under
this Section 4.1(d), the Participant's Earnings shall be equal to the Earnings
which the Participant would

                                       16
<PAGE>
have received during his period of military service had his active employment
with the Employer continued during such period.

4.2         LIMITS ON PRE-TAX CONTRIBUTIONS.

            (a) PRE-TAX CONTRIBUTIONS DOLLAR LIMITATION. A Participant's Pre-Tax
Contributions for any calendar year may not exceed the limitation prescribed by
Section 402(g) of the Code. The Section 402(g) limit is adjusted from time to
time to reflect increases in the cost-of-living as announced by the United
States Treasury Department. (For example, the applicable limitation for calendar
year 2001 is Ten Thousand Five Hundred Dollars ($10,500.00)). This limitation
applies in the aggregate to the Participant's "elective contributions" under all
plans. For this purpose, the term "elective contributions" includes the
Participant's Pre-Tax Contributions to this Plan, the Participant's pre-tax
contributions to any other qualified cash or deferred arrangement (as defined in
Section 401(k) of the Code), any elective employer contributions to a simplified
employee pension plan that are not included in the Participant's gross income
due to Section 402(h)(1)(B) of the Code and any employer contribution used to
purchase an annuity contract under Section 403(b) of the Code pursuant to a
salary reduction arrangement (within the meaning of Section 3121(a)(5)(D) of the
Code). If the Participant's elective contributions to all such programs during
any calendar year exceed the limitation for that calendar year, the Participant
may, by March 1 of the calendar year following the calendar year for which the
excess contributions were made, so advise the Plan Administrator and request the
return of all or a portion of the excess contributions to this Plan. The excess
contributions, along with any income thereon (as determined by the Plan
Administrator in accordance with rules of uniform and nondiscriminatory
application) may then be returned to the Participant by the next following April
15. The Plan Administrator is not under any obligation, however, to honor a
request for a return.

            (b) APPLICATION OF EARNINGS LIMIT. The limit on Earnings set forth
in Section 401(a)(17) of the Code and reflected in the definition of "Earnings"
in Section 2.1 (Definitions) of this Plan applies in calculating the amount of a
Participant's Pre-Tax Contributions. As a result, a Participant's maximum
Pre-Tax Contributions shall equal the lesser of: (1) the limitation set forth in
Section 402(g) of the Code and reflected in Section 4.2(a) (Limits on Pre-Tax
Contributions - Pre-Tax Contributions Dollar Limitation) of this Plan; or (2)
the Earnings limitation set forth in Section 401(a)(17) of the Code ($170,000.00
for Plan Years beginning on or after January 1, 2001) and reflected in the
definition of "Earnings" in Section 2.1 (Definitions) of this Plan multiplied by
the maximum percentage Pre-Tax Contribution determined in accordance with
Section 4.1(c) (Pre-Tax Contributions - Limitations). Nonetheless, a Participant
may elect to spread this maximum contribution out over some or all of the
payroll periods occurring in the Plan Year even though the Earnings paid to the
Participant during the Plan Year has already exceeded the limitation set forth
in Section 401(a)(17) and in the definition of "Earnings" in Section 2.1
(Definitions) of the Plan. For example, if a Participant's Earnings equal Two
Hundred Thousand Dollars ($200,000.00) and the Employee has bi-monthly payroll
periods, the Participant's Earnings could be spread over twenty-four (24) pay
periods in which case his bi-monthly Earnings for the 2001 Plan Year would equal
Seven Thousand Eighty-Three Dollars and Thirty-Three Cents ($7,083.33) (i.e.,
$170,00.00/24).

                                       17
<PAGE>

4.3         LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.

            (a) ACTUAL DEFERRAL PERCENTAGE LIMITATIONS. Except as provided by
USERRA, the contributions made by Participants who are Highly Compensated
Employees shall be limited to the extent necessary to satisfy one of the
following two paragraphs:

                (1) The "actual deferral percentage" for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the "base actual
deferral percentage" multiplied by one and one-quarter (1.25); or

                (2) The actual deferral percentage for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the base actual
deferral percentage multiplied by two (2), provided that the actual deferral
percentage for Participants who are Highly Compensated Employees does not exceed
the base actual deferral percentage by more than two percentage points (2%) or
such lesser amount as the Secretary of the Treasury shall prescribe to prevent
the multiple use of this alternative limitation with respect to any Highly
Compensated Employee.

            (b) SPECIAL DEFINITIONS. For purposes of this Section alone, the
following definitions shall apply:

                (1) "Actual deferral percentage" - The average (expressed as a
percentage) of the deferral percentages of the Participants in a group. The
actual deferral percentage for a group shall be determined by adding the
deferral percentage of all Participants in the group and dividing that sum by
the number of Participants in the group.

                (2) "Base actual deferral percentage" - Effective for Plan Years
beginning on or after January 1, 2002, and for Plan Years ending on December 31,
1997 and December 31, 1999, "Base actual deferral percentage" means the actual
deferral percentage for the previous Plan Year for the group consisting of
individuals who were not Highly Compensated Employees during the previous Plan
Year. Effective for Plan Years ending on December 31, 1998 and December 31,
2000, "Base actual deferral percentage" means the actual deferral percentage for
the current Plan Year for the group consisting of individuals who were not
Highly Compensated Employees during the current Plan Year.

                (3) "Deferral percentage" - The ratio (expressed as a
percentage) of the Pre-Tax Contributions under the Plan on behalf of the
Participant for the Plan Year to the Participant's Compensation for the Plan
Year.

                (4) "Compensation" - Compensation shall include such items of
pay as may be determined by the Plan Administrator, as long as the resulting
definition complies with Section 414(s) of the Code. Effective for Plan Years
beginning on or after January 1, 1998, the Employer, in accordance with Section
414(s)(2) of the Code and any regulations issued thereunder, may elect to
exclude from "Compensation" for this purpose any amount which is contributed by
the Employer pursuant to a salary reduction agreement and which is not
includible in the gross income of an Employee under Code Sections 125,
402(e)(3), 402(h) or 403(b), and 132(f) (for Plan Years beginning after December
31, 2000).

            (c) SPECIAL RULES. For purposes of this Section, the following rules
shall apply:

                                       18
<PAGE>
                (1) If a Highly Compensated Employee participates in two (2) or
more cash or deferred arrangements sponsored by the Employer, all cash or
deferred arrangements with Plan Years ending with or within the same calendar
year shall be treated as one arrangement for purposes of calculating such
individual's deferral percentage. Notwithstanding the foregoing, multiple cash
or deferred arrangements shall be treated as separate if they are required to be
mandatorily disaggregated under the regulations promulgated under Section 401(k)
of the Code.

                (2) At the election of the Employer, but in accordance with such
rules as may be prescribed in applicable regulations, any matching contributions
(within the meaning of Section 401(m)(4)(A) of the Code) or qualified
nonelective contributions (within the meaning of Section 401(m)(4)(C) of the
Code) allocated to a Participant under this or any other plan described in
Section 401(a) of the Code maintained by the Employer or an Affiliate shall be
aggregated with the Participant's Pre-Tax Contributions under this Plan for
purposes of determining the Participant's deferral percentage. If the Employer
makes such an election, such matching and qualified nonelective contributions
(i) must satisfy the conditions set forth in Treasury Regulation Section
1.401(k)-1(b)(5) and (ii) must be subject to the same distribution requirements
as are Pre-Tax Contributions. Additionally, in accordance with Treasury
Regulation Section 1.401(k)-1(g)(13), such matching and qualified nonelective
contributions must satisfy the above requirements without regard to whether they
are actually treated as Pre-Tax Contributions.

                (3) If this Plan satisfies the requirements of Section 401(a)(4)
or Section 410 of the Code only if aggregated with one or more other plans, or
if one or more other plans satisfy the requirements of Section 401(a)(4) or
Section 410(b) of the Code only if aggregated with this Plan, then the
limitations of this Section shall be applied by determining the deferral
percentages of Participants as if all such plans were a single plan, provided
that such plans have the same Plan Year and employ the same actual deferral
percentage testing method.

                (4) Effective for Plan Years beginning on or after January 1,
1997, the Pre-Tax Contributions, compensation, and other amounts treated as
elective contributions of all family members are no longer aggregated in
determining the actual deferral percentage for the groups of Highly Compensated
Employees and those who are not Highly Compensated Employees.

                (5) The determination and treatment of the deferral percentage
of any Participant shall satisfy such other requirements as may be prescribed by
the Secretary of the Treasury.

                (6) Pre-Tax Contributions made by a Participant will be taken
into account under the actual deferral percentage test for a Plan Year only if
the contributions relate to Compensation that either would have been received by
the Participant in the Plan Year (but for the deferral election) or are
attributable to services performed by the Participant in the Plan Year and would
have been received by the Participant within two and one-half (2-1/2) months
after the close of the Plan Year (but for the deferral election).

                (7) Pre-Tax Contributions made by a Participant will be taken
into account under the actual deferral percentage test for a Plan Year only if
the contributions are allocated to the Participant as of a date within that Plan
Year. For purposes of this paragraph, Pre-Tax Contributions are considered
allocated as of a date within a Plan Year if the allocation is not contingent on
participation or performance of services after such date and the Pre-Tax
Contributions are actually paid to the Trust no later than two and one-half
(2-1/2) months after the end of the Plan Year to which such contributions
relate.

                                       19
<PAGE>

            (d) DISTRIBUTION OF EXCESS CONTRIBUTIONS. No later than the last day
of each Plan Year, any "excess Pre-Tax Contributions" and the income allocable
thereto will be distributed to Participants who made the excess Pre-Tax
Contributions during the preceding Plan Year. To avoid any excise tax imposed by
Section 4979 of the Code (or any successor provision), the Plan Administrator
may, in its discretion, distribute such excess Pre-Tax Contributions and the
income allocable thereto to Participants within two and one-half (2-1/2) months
after the end of the Plan Year. For purposes of this paragraph, the term "excess
Pre-Tax Contributions" means, with respect to any Plan Year, the aggregate
amount of Pre-Tax Contributions paid to the Plan by the Highly Compensated
Employees for the Plan Year over the maximum amount of Pre-Tax Contributions
permitted pursuant to Section 4.3(a) (Limitation on Contributions of Highly
Compensated Employees - Actual Deferral Percentage Limitations) and Section
401(k)(3)(A)(ii) of the Code. For Plan Years beginning on or after January 1,
1997, the distribution of excess Pre-Tax Contributions for any Plan Year shall
be made to Highly Compensated Employees on the basis of the dollar amount of
Pre-Tax Contributions made by each Highly Compensated Employee in accordance
with the following procedure:

                (1) Step One: The dollar amount of the excess Pre-Tax
Contributions for each Highly Compensated Employee shall be calculated in the
manner described in Code Section 401(k)(8)(B) and Treasury Regulation Section
1.401(k)-1(f)(2). (Note: Although the amount necessary to reduce the actual
deferral percentage of each Highly Compensated Employee will be calculated in
accordance with Code Section 401(k)(8)(B) and Treasury Regulation Section
1.401(k)-1(f)(2), the amounts so calculated are not necessarily the amounts that
will actually be returned to a particular Employee. Instead, the amounts so
returned will be the amounts as calculated in accordance with Steps 2, 3 and 4);

                (2) Step Two: The sum of the dollar amounts calculated pursuant
to Step One shall be calculated. The total amount calculated in this Step Two
shall be distributed in accordance with Steps Three and Four;

                (3) Step Three: The Pre-Tax Contributions of the Highly
Compensated Employee with the highest dollar amount of Pre-Tax Contributions
shall be reduced by the dollar amount required to cause that Highly Compensated
Employee's Pre-Tax Contributions to equal the dollar amount of the Pre-Tax
Contributions of the Highly Compensated Employee with the next highest dollar
amount of Pre-Tax Contributions. This dollar amount is then distributed to the
Highly Compensated Employee with the highest dollar amount of Pre-Tax
Contributions. However, if a lesser reduction, when added to the total dollar
amount already distributed under this Step Three, would equal the total
calculated under Step Two, the lesser amount shall be distributed; and

                (4) Step Four: If the total amount distributed is less than the
amount calculated pursuant to Step Two, Step 3 is repeated.

            The income allocable to excess Pre-Tax Contributions shall be
determined by multiplying the income allocable for the Plan Year to the
Participant's Pre-Tax Contributions Account from which the excess contributions
are to be distributed by a fraction, the numerator of which is the excess
Pre-Tax Contributions on behalf of the Participant for the preceding Plan Year
and the denominator of which is the sum of the Participant's Pre-Tax
Contributions Account balance on the last business day of the preceding Plan
Year plus the Pre-Tax Contributions (other than excess Pre-Tax Contributions)
allocated to that account during the Plan Year. If there is a loss, the total
excess Pre-Tax Contributions shall nonetheless be distributed to the
Participant, but the amount distributed shall not

                                       20
<PAGE>
exceed the balance of the Pre-Tax Contributions Account from which the
distribution is made. The amount of any excess Pre-Tax Contributions to be
distributed shall be reduced by excess Pre-Tax Contributions previously
distributed for the taxable year ending in the same Plan Year in accordance with
Section 402(g)(2) of the Code and excess Pre-Tax Contributions to be distributed
for a taxable year shall be reduced by excess Pre-Tax Contributions previously
distributed for the Plan Year beginning in such taxable year.

            (e) QUALIFIED NONELECTIVE CONTRIBUTIONS. In lieu of making a
distribution pursuant to paragraph (d), if prior to the end of a Plan Year, the
Plan Administrator concludes that the average rate of Pre-Tax Contributions made
on behalf of Highly Compensated Employees would violate the rules set forth in
paragraph (a) and Section 401(k) of the Code, the Employer may, but is not
obligated to, make "qualified nonelective contributions" on behalf of non-Highly
Compensated Employees. For purposes of this paragraph, the term qualified
nonelective contribution shall mean any Employer contribution with respect to
which (i) the Employee may not elect to have the contribution paid to the
Employee in cash instead of being contributed to the Plan and (ii) the
requirements of Section 401(k)(2)(B) and (C) of the Code and Treasury
Regulations Section 1.401(k)-1(b)(5) are met.

            (f) REDUCTION OF FUTURE CONTRIBUTIONS. If prior to the end of a Plan
Year the Plan Administrator concludes that the average rate of Pre-Tax
Contributions made on behalf of Highly Compensated Employees would violate the
rules set forth in paragraph (a) and Section 401(k) of the Code, the Plan
Administrator may prospectively reduce the Pre-Tax Contributions directed by the
Highly Compensated Employees. The reduction shall be implemented by reducing the
highest rates of Pre-Tax Contributions within such group, with such rates to be
reduced in one percent (1%) increments or fractions thereof, as determined by
the Plan Administrator. Any reduction pursuant to this Section shall be limited
to the extent necessary to assure compliance with the requirements set forth in
paragraph (a) and Section 401(k) of the Code.

4.4         DESIGNATION AND CHANGE OF DESIGNATION OF PRE-TAX CONTRIBUTIONS.

            All designations or changes of designation of the amount of Pre-Tax
Contributions directed by a Participant shall be made in accordance with uniform
rules and procedures promulgated by the Plan Administrator. Unless provided
otherwise in uniform rules adopted by the Plan Administrator, a payroll
deduction designation shall become effective as of the first day of the payroll
period coincident with or next following the designation. A designation shall be
effective until it is succeeded by another valid payroll deduction designation
or until the Participant's right to make Pre-Tax Contributions is otherwise
suspended or terminated. A designation or change of designation may be rejected
by the Employer if the Plan Administrator concludes that such designation or
change of designation would cause the Plan to fail to satisfy Section 4.2
(Limits on Pre-Tax Contributions) or Section 4.3 (Limitation on Contributions of
Highly Compensated Employees).

4.5         SUSPENSION OF PRE-TAX CONTRIBUTIONS.

            A Participant may suspend his Pre-Tax Contributions as of the first
day of any payroll period, in accordance with uniform rules promulgated by the
Plan Administrator. Suspension of contributions shall be made on a form supplied
by the Plan Administrator, signed by the Participant and delivered to the Plan
Administrator prior to expiration of the uniform period prescribed by the Plan
Administrator for such notice to be given effect for such period. If notice is
not timely received,

                                       21
<PAGE>
such notice shall be effective commencing with the next succeeding payroll
period. Recommencement of Pre-Tax Contributions shall be made only when the
Participant subsequently directs payroll withholding or salary reduction
pursuant to Section 3.2 (Enrollment as a Participant). While a Participant is on
an Authorized Leave of Absence, he shall be deemed to have suspended Pre-Tax
Contributions and may recommence such contributions following his return to
active employment in accordance with Section 3.2 (Enrollment as a Participant).
A Participant shall not be entitled to "make-up" suspended contributions, except
to the extent required by Section 4.1(d) (Pre-Tax Contributions - Make-up of
Pre-Tax Contributions Missed During Military Leave) of the Plan.

4.6         AFTER-TAX CONTRIBUTIONS.

            (a) GENERAL RULE. Participants were previously allowed to make
After-Tax Contributions to this Plan. However, After-Tax Contributions have been
eliminated. Any After-Tax Contributions made to this Plan in the past shall
remain in the Plan until they are withdrawn or distributed pursuant to the
provisions hereof. Until withdrawn or distributed, the After-Tax Contributions
Accounts shall continue to share in the earnings or losses of the Trust Fund as
provided in Section 6.3 (Valuation and Account Adjustments).

            (b) WITHDRAWAL OF AFTER-TAX CONTRIBUTIONS; GENERAL RULE. A
Participant may withdraw all or a portion of the amounts credited to his
After-Tax Contributions Account in accordance with such rules and procedures as
may be adopted by the Plan Administrator from time to time. The Plan
Administrator, in the exercise of its discretion but pursuant to
nondiscriminatory rules of uniform application, may limit the frequency or
timing of withdrawals, as long as each Participant is allowed to withdraw his
After-Tax Contributions at least once in each Plan Year. Any expense incurred in
making a withdrawal distribution shall be charged to the Participant's After-Tax
Contributions Account and shall be deducted prior to distribution to the
Participant.

            (c) SPOUSAL CONSENT TO WITHDRAWALS. No married Participant shall be
allowed to make a withdrawal if at the time of the withdrawal his vested
interest in all of his accounts, plus any amounts previously withdrawn, exceeds
Five Thousand Dollars ($5,000.00) (Three Thousand Five Hundred Dollars ($3,500)
prior to January 1, 2002) unless the Participant's spouse consents to the
withdrawal. Such consent must be in writing, must consent to a single lump sum
payment of the amount to be withdrawn, must acknowledge the effect of the
withdrawal on the benefits ultimately payable from the Plan, must acknowledge
the effect of the spouse's consent to the withdrawal, and must be witnessed by a
notary public or a designated representative of the Plan Administrator. No
spousal consent shall be required if the Plan Administrator determines, in its
sole and absolute discretion, that the spouse cannot be located or other
circumstances exist that preclude the Participant from obtaining such consent
(as permitted under applicable regulations issued by the United States Treasury
Department). Any spousal consent given or dispensed with pursuant to this
Section will be valid with respect to the spouse who signs the consent or with
respect to whom the consent requirement is waived by the Plan Administrator and
any subsequent spouse. If the Participant's spouse fails to consent to the
withdrawal of amounts allocated to the Participant's After-Tax Contributions
Account, the amounts in the Participant's account will be held for distribution
in accordance with the other provisions of this Plan unless the spouse later
consents to a withdrawal pursuant to the provisions of this Section.

                                       22
<PAGE>
            (d) ORDER OF WITHDRAWALS. Amounts withdrawn from a Participant's
After-Tax Contributions Account shall be charged against the subaccounts within
that account in the following order:

                (1) Withdrawals will first be charged against the subaccount
established to record the After-Tax Contributions made by the Participant on or
before December 31, 1986, and the earnings or losses thereon (the "pre-1987
subaccount") until an amount equal to the lesser of the After-Tax Contributions
made by the Participant on or before December 31, 1986, or the value of such
subaccount has been charged against such subaccount.

                (2) Withdrawals will then be charged against the subaccount
established to record the After-Tax Contributions made by the Participant on or
after January 1, 1987, and the earnings or losses thereon (the "post-1986
subaccount") unless and until such subaccount is depleted.

                (3) Any remaining withdrawals will be charged against the
earnings remaining in the pre-1987 subaccount.

4.7         ROLLOVER CONTRIBUTIONS.

            (a) CONTRIBUTION. Any Employee (whether or not a Participant) who
has received a distribution from a profit sharing plan, stock bonus plan or
pension plan intended to "qualify" under Section 401 of the Code may transfer
such distribution to the Trust Fund if such contribution to the Trust Fund would
constitute, in the sole and absolute discretion of the Plan Administrator, a
"rollover contribution" within the meaning of the applicable provisions of the
Code. Additionally, an Employee may request, with the approval of the Plan
Administrator, that the Trustee accept a transfer from the trustee of another
qualified plan. Upon such approval, the Trustee shall accept such transfer. The
Plan Administrator may, in its sole discretion, decline to accept such transfer.
For purposes of this Plan, both a "rollover contribution" within the meaning of
the applicable provisions of the Code and a transfer initiated by the Employee
from another plan shall be referred to as a "Rollover Contribution." If the Plan
Administrator decides to grant an Employee's request to make a Rollover
Contribution, the Employee may contribute to the Trust Fund cash or other
property acceptable to the Trustee to the extent of such distribution.

            (b) ACCOUNTING AND DISTRIBUTIONS. The Plan Administrator shall
credit the Rollover Contribution to a separate account (the "Rollover
Contribution Account") for the Employee's sole benefit. The separate Rollover
Contribution Account shall be adjusted, valued and credited pursuant to Section
6.3 (Valuation and Account Adjustments). Any such Rollover Contribution Account
shall be nonforfeitable and shall be paid to the Employee or his Beneficiary in
the same manner as benefits would be paid to the Participant or Beneficiary
under Article Nine (Distribution of Benefits).

            (c) NO GUARANTY. The Plan Administrator, the Employer and the
Trustee do not guarantee the Rollover Contribution Accounts of Participants in
any way from loss or depreciation. The Employer, the Plan Administrator and the
Trustee do not guarantee the payment of any money which may be or become due to
any person from a Rollover Contribution Account, and the liability of the
Employer, the Plan Administrator or the Trustee to make any payment therefrom
shall at any and all times be limited to the then value of the Rollover
Contribution Account.

                                       23
<PAGE>
            (d) WITHDRAWALS. An Employee may not make withdrawals from his
Rollover Contribution Account.

            (e) PROHIBITION OF ROLLOVERS FROM CERTAIN PLANS. The Plan
Administrator shall not permit a Participant to make a direct transfer to this
Plan (as distinguished from a "rollover contribution" or "eligible rollover
distribution" within the meaning of the Code) if the plan from which the
transfer is to be made is or was subject to the joint and survivor annuity and
preretirement survivor annuity requirements of Section 417 of the Code by reason
of Section 401(a)(11) of the Code.

                                  ARTICLE FIVE
                             EMPLOYER CONTRIBUTIONS

5.1         EMPLOYER CONTRIBUTIONS.

            (a) MATCHING CONTRIBUTIONS. Subject to its right to amend or
terminate this Plan, the Employer may make a Matching Contribution on behalf of
each eligible Participant in an amount determined from time to time in the sole
and absolute discretion of the Employer. Matching Contributions may be due and
payable regardless of whether the Employer has current or accumulated net
profits. Notwithstanding the above, no Matching Contribution shall be made with
respect to the portion of any Pre-Tax Contribution that is returned to the
Participant pursuant to Sections 4.2(a) (Limits on Pre-Tax Contributions -
Pre-Tax Contributions Dollar Limitation), 4.3(d) (Limitation on Contributions of
Highly Compensated Employees - Distribution of Excess Contributions), and 6.4(c)
(Limitations on Annual Additions - Adjusting Annual Additions); provided,
however, that if a Matching Contribution is nevertheless made with respect to
such Pre-Tax Contributions, such Matching Contributions shall become a
forfeiture as of the end of the Plan Year for which it was contributed and shall
be allocated as if it were a Discretionary Contribution. Effective December 12,
1994, notwithstanding any provision in this Plan to the contrary, if a
Participant who returns to active employment in accordance with USERRA makes
Pre-Tax Contributions pursuant to Section 4.1 (Pre-Tax Contributions), the
Employer shall make Matching Contributions on behalf of such Participant with
respect to such Pre-Tax Contributions on the same basis as it did for
Participants who were active employees during the Participant's period of
military service.

            (b) DISCRETIONARY CONTRIBUTIONS. In addition to its Matching
Contributions, the Employer may make Discretionary Contributions to the Plan on
behalf of its eligible Participants in such amounts, if any, as shall be
determined from time to time by the Employer. The Discretionary Contribution for
a Plan Year, when added to the Pre-Tax Contributions of the Participants and the
Employer's Matching Contributions, shall in no event be more than shall be
allowable as a deduction for Federal income tax purposes. The Discretionary
Contributions need not be made from the Employer's current or accumulated net
profits.

            (c) ELIGIBLE PARTICIPANTS. After a Participant is eligible to
participate in the Matching Contributions portion of the Plan pursuant to
Section 3.1 (Eligibility and Participation), the Participant will be entitled to
receive a Matching Contribution for a Plan Year if the Participant made Pre-Tax
Contributions during a Plan Year. A Participant will not be required to be
employed on the last day of the Plan Year in order to receive a Matching

                                       24
<PAGE>
Contribution. As a general rule, after a Participant is eligible to participate
in the Discretionary Contributions portion of the Plan pursuant to Section 3.1
(Eligibility and Participation), the Participant will be entitled to share in
the allocation of Discretionary Contributions for a Plan Year only if the
Participant is credited with a Year of Service for such Plan Year. If a
Participant dies, retires on or after his Normal Retirement Date, or terminates
employment due to a Disability during a Plan Year, however, the Participant
shall be entitled to share in the allocation of Discretionary Contributions for
that Plan Year regardless of whether the Participant completes a Year of
Service.

            (d) TIME OF PAYMENT. The Employer Contribution for a Plan Year shall
be paid to the Trustee by the time (including extensions) for filing the
Employer's Federal income tax return for the relevant fiscal year of the
Employer.

            (e) "TOP HEAVY" CONTRIBUTIONS. Notwithstanding any provisions to the
contrary in this Section 5.1, the Employer may, in its sole and absolute
discretion, make additional Employer contributions for any Plan Year in which
the Plan is Top Heavy in such amounts as may be necessary to fund the Employer
contribution allocation required by Section 6.2(c) (Allocation of Contributions
- Top Heavy Allocations).

            (f) MAKE-UP CONTRIBUTIONS. If an eligible Employee is inadvertently
excluded from participation in the Plan, the Employer may make special qualified
nonelective contributions and special Discretionary Contributions to the Plan on
behalf of the eligible Employee.

                (1) The special qualified nonelective contributions shall be in
an amount equal to the sum of: the actual deferral percentage for the group of
non-highly Compensated Employee Participants or the group of Highly Compensated
Employee Participants (depending on whether the eligible Employee was a Highly
Compensated Employee) for the Plan Year or Plan Years that includes the period
or periods during which the eligible Employee was inadvertently excluded from
participation multiplied by the eligible Employee's Earnings for the same period
or periods; and (ii) the average contribution percentage for the group of
non-Highly Compensated Employee Participants or the group of Highly Compensated
Employee Participants (depending on whether the eligible Employee was a Highly
Compensated Employee) for the Plan Year or Plan Years that includes the period
or periods during which the eligible Employee was inadvertently excluded from
participation multiplied by the eligible Employee's Earnings for the same period
or periods.

                (2) The special Discretionary Contribution called for by this
paragraph shall be in an amount equal to the Discretionary Contribution or
Contributions that would have been allocated to the eligible Employee had he not
been excluded. The Employer also shall make a special Discretionary Contribution
on behalf of the eligible Employee in an amount equal to the annual rate of
return on Plan investments for the relevant Plan Year or Plan Years multiplied
by the amounts of qualified nonelective contributions or Discretionary
Contributions made pursuant to this paragraph, adjusted to reflect partial
years. The qualified nonelective contributions made pursuant to this Section
shall be allocated to the account or accounts to which the contributions they
are replacing would have been allocated. For example, the special Discretionary
Contribution shall be allocated to the Employer Contribution Account to the
extent that the special Discretionary Contribution is replacing a Discretionary
Contribution that should have previously been made. The special Discretionary
Contribution that is replacing Plan investment
                                       25
<PAGE>
earnings shall be allocated to the accounts to which the contributions to which
the Plan investment earnings relate would be allocated. All contributions made
pursuant to this Section are subject to the limitations of Section 5.2(b)
(Conditional Nature of Contributions - Deductibility). To the extent that the
limitations of said Section preclude the making of the full special qualified
nonelective contributions or the full special Discretionary Contributions called
for by this Section, the balance of the special contributions will be made in
later years subject to the limitations of Section 5.2(b) (Conditional Nature of
Contributions - Deductibility). The special Discretionary Contribution that is
intended to replace Plan investment earnings shall be adjusted to reflect Plan
investment earnings on the balance of said contribution for the period of time
during which contributions are limited.

                (3) In accordance with Treasury Regulation Section
1.415-6(b)(2), for purposes of applying the limitations of Section 6.4
(Limitations on Annual Additions) of the Plan and Section 415 of the Code,
qualified nonelective contributions and Discretionary Contributions made in
accordance with this Section will not be considered Annual Additions with
respect to the Participant for the limitation year in which said contributions
are made, but rather, will be considered Annual Additions in the limitation year
to which such contributions relate. Furthermore, to the extent a Discretionary
Contribution made pursuant to this Section is intended to replace investment
earnings, it will not be treated as an Annual Addition for any limitation year.

            (g) QUALIFIED NON-ELECTIVE CONTRIBUTIONS. In accordance with such
regulations as may be prescribed by the Secretary of the Treasury, the Employer
may elect to treat any or all of the Discretionary Contributions made pursuant
to Section 5.1(b) (Employer Contributions - Discretionary Contributions) as
qualified nonelective contributions for purposes of complying with the actual
deferral percentage requirements of Section 4.3 (Limitation on Contributions of
Highly Compensated Employees), the contribution percentage requirements of
Section 5.3 (Limitations on Contributions), or both.

5.2         CONDITIONAL NATURE OF CONTRIBUTIONS.

            (a) MISTAKE OF FACT. Any contribution made to this Plan by the
Employer because of a mistake of fact shall be returned to the Employer upon its
request within one (1) year of the date of the contribution.

            (b) DEDUCTIBILITY. Every contribution made by the Employer is
conditional on its deductibility. If the Internal Revenue Service determines
that all or part of a contribution is not deductible, the contribution (to the
extent that it is not deductible) shall be refunded to the Employer upon its
request within one (1) year after the date of the disallowance.

            (c) LIMITATIONS ON AMOUNTS RETURNED. Notwithstanding anything herein
to the contrary, the maximum amount that may be returned to the Employer
pursuant to subparagraphs (a) or (b) above is limited to the portion of such
contribution attributable to the mistake of fact or the portion of such
contribution deemed non-deductible (the "excess contribution"). Earnings
attributable to the excess contribution will not be returned to the Employer,
but losses attributable thereto will reduce the amount so returned. In no case
shall withdrawal of any excess contribution pursuant to subparagraphs (a) or (b)
above reduce the balance of the Participant's account to less than the balance
would have been had the excess contribution not been made.

                                       26
<PAGE>

5.3         LIMITATION ON CONTRIBUTIONS.

            (a) LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES.
Except as provided by USERRA, the Matching Contributions made on behalf of
Participants who are Highly Compensated Employees shall be limited to the extent
necessary to satisfy one of the following two paragraphs:

                (1) The "average contribution percentage" for Participants who
are Highly Compensated Employees for the Plan Year shall not exceed the "base
average contribution percentage" multiplied by one and one-quarter (1.25); or

                (2) The average contribution percentage for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the base average
contribution percentage multiplied by two (2), provided that the average
contribution percentage for Participants who are Highly Compensated Employees
does not exceed the base average contribution percentage by more than two
percentage points (2%), or such lesser amount as the Secretary of the Treasury
shall prescribe to prevent the multiple use of this alternative limitation with
respect to any Highly Compensated Employee.

            (b) DEFINITIONS. For purposes of this Section alone, the following
definitions shall apply:

                (1) "Average contribution percentage" - The average (expressed
as a percentage) of the contribution percentages of the Participants in a group.
The average contribution percentage for a group shall be determined by adding
the contribution percentages of all Participants in the group and dividing that
sum by the number of Participants in the group.

                (2) "Base average contribution percentage" - The average
contribution percentage for the previous Plan Year for the group consisting of
individuals who were not Highly Compensated Employees during the previous Plan
Year.

                (3) "Contribution percentage" - The ratio (expressed as a
percentage) of the Matching Contributions under the Plan on behalf of the
Participant for the Plan Year to the Participant's Compensation for the Plan
Year.

                (4) "Compensation" - Compensation shall include such items of
pay as may be determined by the Plan Administrator, as long as the resulting
definition complies with Section 414(s) of the Code. Effective for Plan Years
beginning on or after January 1, 1998, the Employer, in accordance with Section
414(s)(2) of the Code and any regulations issued thereunder, may elect to
exclude from "Compensation" for this purpose any amount which is contributed by
the Employer pursuant to a salary reduction agreement and which is not
includible in the gross income of an Employee under Code Sections 125,
402(e)(3), 402(h) or 403(b), and Section 132(f) (for Plan Years beginning after
December 31, 2000).

            (c) SPECIAL RULES. For purposes of this Section, the following rules
shall apply:

                (1) The contribution percentage for any Participant who is a
Highly Compensated Employee for the Plan Year and who is eligible to receive an
allocation of Matching Contributions (or to have employee contributions as such
term is used in Section 401(m)(3)(A) of the Code,

                                       27
<PAGE>
qualified nonelective contributions within the meaning of Section 401(m)(4)(C)
of the Code or elective deferrals within the meaning of Section 402(g)(3)(A) of
the Code allocated to his account) under this Plan and one or more other plans
described in Section 401(a) or arrangements described in Section 401(k) of the
Code that are maintained by the Employer or an Affiliate shall be determined as
if all such contributions (and all such matching contributions, qualified
nonelective contributions or elective deferrals) were made under a single plan.

                (2) In the event that this Plan satisfies the requirements of
Section 401(a)(4) or Section 410(b) of the Code only if aggregated with one or
more other plans, or if one or more other plans satisfy the requirements of
Section 401(a)(4) or Section 410(b) of the Code only if aggregated with this
Plan, then the limitations of this Section shall be applied by determining the
contribution percentages of Participants as if all such plans were a single
plan; provided that such plans have the same plan year and employ the same
average contribution percentage testing method.

                (3) Effective for Plan Years beginning on or after January 1,
1997, the Compensation, Matching Contributions and other amounts attributed to
family members are disregarded in determining the actual contribution percentage
for the groups of Highly Compensated Employees and those who are not Highly
Compensated Employees.

                (4) The determination and treatment of the contribution
percentage of any Participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.

                (5) For Plan Years beginning on or after January 1, 2000, the
Employer has elected to apply Code Section 410(b)(4)(B) in determining whether
the Plan meets the requirements of Code Section 410(b)(1). In performing the
testing required by Section 5.3(a) (Limitation on Contributions - Limitation on
Contributions of Highly Compensated Employees) all otherwise eligible Employees
(other than Highly Compensated Employees) who have not met the minimum age and
service requirements of Code Section 410(a)(1)(A) shall be excluded from
consideration.

            (d) DISTRIBUTION OF EXCESS CONTRIBUTIONS. No later than the last day
of each Plan Year, any "excess aggregate contributions" and the income allocable
thereto will be distributed to Participants who made excess aggregate
contributions during the preceding Plan Year on the basis of the respective
portion of such amounts attributable to each Highly Compensated Employee. To
avoid any excise tax imposed by Section 4979 of the Code (or any successor
provision), the Plan Administrator may, in its discretion, distribute such
excess aggregate contributions and the income allocable thereto to Participants
within two and one-half (2-1/2) months after the end of the Plan Year. For
purposes of this paragraph, an "excess aggregate contribution" is the amount
described in Section 401(m)(6)(B) of the Code. For Plan Years beginning on or
after January 1, 1997, the distribution of excess aggregate contributions for
any Plan Year shall be made to Highly Compensated Employees on the basis of the
dollar amount of excess aggregate contributions made on behalf of each Highly
Compensated Employee in accordance with the following procedure:

                (1) Step One: The dollar amount of the excess aggregate
contribution for each Highly Compensated Employee shall be calculated in the
manner described in Code Section 401(k)(8)(B) and the Treasury Regulation
Section 1.401(k)-1(f)(2). (Note: Although the amount necessary to reduce the
average contribution percentage of each Highly Compensated Employee will

                                       28
<PAGE>
be calculated in accordance with Code Section 401(k)(8)(B) and Treasury
Regulation Section 1.401(k)-1(f)(2), the amounts so calculated are not
necessarily the amounts that will actually be returned to a particular Employee.
Instead, the amounts so returned will be the amounts as calculated in accordance
with Steps 2, 3 and 4);

                (2) Step Two: The sum of the dollar amounts calculated pursuant
to Step One shall be calculated. The total amount calculated in this Step Two
shall be distributed in accordance with Steps Three and Four;

                (3) Step Three: The Matching Contributions of the Highly
Compensated Employee with the highest dollar amount of Matching Contributions
shall be reduced by the dollar amount required to cause that Highly Compensated
Employee's Matching Contributions to equal the dollar amount of the Matching
Contributions of the Highly Compensated Employee with the next highest dollar
amount of Matching Contributions. This dollar amount is then distributed to the
Highly Compensated Employee with the highest dollar amount of Matching
Contributions. However, if a lesser reduction, when added to the total dollar
amount already distributed under this Step Three, would equal the total
calculated under Step Two, the lesser amount shall be distributed; and

                (4) Step Four: If the total amount distributed is less than the
amount calculated pursuant to Step Two, Step 3 is repeated.

            The income allocable to excess aggregate contributions shall be
determined by multiplying the income allocable to the Participant's Matching
Contributions Account for the Plan Year by a fraction, the numerator of which is
the excess aggregate contributions on behalf of the Participant for the
preceding Plan Year and the denominator of which is the Participant's Matching
Contributions Account balance on the last business day of the preceding Plan
Year. The excess aggregate contributions to be distributed to the Participant
shall be adjusted for income and losses. In the case of a loss, the total excess
aggregate contributions would nonetheless be distributed to the Participant, but
the amount distributed could not exceed the Participant's Matching Contributions
Account balance. The method of correcting excess aggregate contributions must,
in any event, satisfy the nondiscrimination requirements of Section 401(a)(4) of
the Code.

            (e) MULTIPLE USE OF THE ALTERNATIVE LIMITATION. For purposes of
determining whether the limitations in Sections 4.3 (Limitation on Contributions
of Highly Compensated Employees) and 5.3 (Limitation on Contributions) are met,
the Plan shall satisfy the test for multiple use of the "alternative limitation"
(as described in Sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) of the Code)
set forth in Treasury Regulation Section 1.401(m)-2. If multiple use of the
alternative limitation occurs with respect to two or more plans or arrangements
maintained by the Employer, it must be corrected by reducing the actual deferral
percentage or actual contribution percentage of Highly Compensated Employees in
the manner described in Treasury Regulation Section 1.401(m)-2(c)(3); provided
that the Employer may instead eliminate the multiple use of the alternative
limitation by making qualified nonelective contributions described in Section
4.3(e) (Limitation on Contributions of Highly Compensated Employees - Qualified
Nonelective Contributions).

                                       29
<PAGE>

5.4         ADJUSTMENT OF EMPLOYER MATCHING CONTRIBUTIONS ACCOUNT.

            In the event that a distribution of excess Pre-Tax Contributions is
made pursuant to Section 4.2 (Limits on Pre-Tax Contributions) or Section 4.3(d)
(Limitation on Contributions of Highly Compensated Employees - Distribution of
Excess Contributions) of the Plan, the Matching Contributions Account will be
adjusted by the amount of any Matching Contributions attributable to such excess
Pre-Tax Contributions (the "excess matching contributions"), plus the income
allocable to any such excess matching contribution. The income allocable to the
excess matching contribution shall be determined in accordance with any method
permitted under Treasury Regulation Sections 1.401(m)-1(e)(3) or
1.401(k)-1(f)(4), as applicable. Any such excess matching contribution (and
earnings allocable thereto) will be forfeited and reallocated among the
unaffected Participant's accounts, pursuant to such rules as shall be adopted by
the Plan Administrator, provided that such treatment is applied uniformly to all
Participants under the Plan for the Plan Year involved.

                                   ARTICLE SIX
                                   ACCOUNTING

6.1         SEPARATE ACCOUNTS.

            A separate account will be maintained for each Participant for each
type of contribution made to the Plan by or on behalf of the Participant. Each
such account shall be adjusted as hereinafter provided to reflect any
appreciation or depreciation in the value of the assets of the Trust Fund and
any distributions. The establishment and maintenance of a separate account for
each Participant shall not be construed as giving any person any interest in any
specific asset of the Trust Fund, which, for investment purposes, shall be
administered as a single fund unless and until otherwise directed by the Plan
Administrator or otherwise provided herein.

6.2         ALLOCATION OF CONTRIBUTIONS.

            (a) MATCHING CONTRIBUTIONS. The Matching Contributions made on
behalf of a Participant for a Plan Year shall be allocated to his Matching
Contributions Account as of the last business day of each payroll period, or
such other period as determined by the Employer; provided however that such
allocation shall occur no later than the last day of each Plan Year. The
Matching Contributions will be allocated to the Matching Contributions Account
after valuation and adjustment of accounts as provided in Section 6.3 (Valuation
and Account Adjustments).

            (b) DISCRETIONARY CONTRIBUTIONS AND FORFEITURES. The Discretionary
Contributions for a Plan Year shall be allocated as of the year-end Valuation
Date among the Discretionary Contributions Accounts of all Participants who are
eligible to share in the allocation in the ratio that each such Participant's
Earnings for the Plan Year bears to the Earnings of all such Participants. In
making these allocations, only Earnings earned while the Participant is eligible
to participate in the Plan will be considered. The Discretionary Contributions
will be allocated to the Discretionary Contributions Account after valuation and
adjustment of accounts as provided in Section 6.3 (Valuation and Account
Adjustments). Effective December 12, 1994, notwithstanding the foregoing, if a
Participant who was eligible for a Discretionary Contribution allocation prior
to commencing a period of military service returns to active employment in
accordance with USERRA, that Participant shall receive a Discretionary
Contribution allocation attributable to the Participant's period of military
service. The amount of such allocation shall equal the amount that would have
been allocated to the Participant had he remained in active employment

                                       30
<PAGE>
with his Employer during his period of military service. For purposes of
determining the Participant's allocation under the preceding sentence, his
Earnings shall be equal to the Earnings which the Participant would have
received during his period of military service had his active employment with
the Employer continued during such period.

            (c) TOP HEAVY ALLOCATIONS. Notwithstanding anything to the contrary
in this Section or any other provision of this Plan, in any Plan Year in which
the Plan is Top Heavy (or, for Plan Years beginning prior to January 1, 2000,
Super Top Heavy), the Employer shall make a special contribution on behalf of
each Participant who is not a Key Employee for the Plan Year in such amount as
may be necessary to assure that the sum of the Matching Contributions,
Discretionary Contributions and forfeitures, if any, allocated to the
Participant's accounts equals at least the "minimum required contribution." The
"minimum required contribution" is the lesser of (a) three percent (3%) of the
Participant's Compensation for the Plan Year or (b) if the Employer does not
have a defined benefit plan which is enabled to satisfy Section 401 of the Code
by this Plan, the Participant's Compensation for the Plan Year multiplied by the
"Employer Contribution percentage" for such Plan Year for the Key Employee for
whom the "Employer Contribution percentage" is the highest. For this purpose,
the "Employer Contribution percentage" shall equal the Employer Contributions
and forfeitures allocated to a Participant divided by the Compensation of the
Participant. The minimum required contribution called for by this paragraph will
be determined without regard to the Employer Contributions to the Social
Security System. The special Employer Contribution called for by this paragraph
shall be allocated on behalf of all Employees who are not Key Employees for the
Plan Year and who are employed by the Employer on the last day of the Plan Year.
This special Employer Contribution shall be made regardless of any provision in
this Plan requiring (as a condition of allocation of the Employer Contribution
for the Plan Year) payment of Pre-Tax Contributions. Except as required by
USERRA, in determining whether the minimum required contribution provisions of
this Section have been satisfied, all Employer Contribution and forfeiture
allocations for the Plan Year under all "defined contribution plans," as defined
in Section 414(i) of the Code, maintained by the Employer or an Affiliate shall
be considered as allocable under this Plan. If a non-Key Employee who is
participating in this Plan is covered under a "defined benefit plan," as defined
in Section 414(j) of the Code, sponsored by the Employer or an Affiliate, no
minimum required contribution allocation shall be required pursuant to this
paragraph if such Employee is provided with a top heavy minimum defined benefit
pursuant to the defined benefit plan. All special Employer Contributions made
pursuant to this paragraph on behalf of a Participant shall be allocated to that
Participant's Discretionary Contributions Account. In determining the amount of
the minimum required contribution for Plan Years commencing on or after December
31, 1988, the Pre-Tax Contributions made by Key Employees shall be treated as
Employer Contributions. The Pre-Tax Contributions made by non-Key Employees
shall be disregarded.

            (d) PRE-TAX CONTRIBUTIONS. The Pre-Tax Contributions of a
Participant shall be credited to his Pre-Tax Contributions Account as of the
Valuation Date coinciding with or next following the end of the payroll period
with respect to which such contributions were made.

            (e) ROLLOVER CONTRIBUTIONS. The Rollover Contributions of a
Participant shall be credited to his Rollover Contributions Account.

                                       31
<PAGE>


6.3         VALUATION AND ACCOUNT ADJUSTMENTS.

            (a) DAILY VALUATION. The assets of each Investment Fund will be
valued as of each Valuation Date in accordance with the standard procedures
established and maintained by the manager of the appropriate Investment Fund.

            (b) TREATMENT OF PARTICIPANT LOANS. The portion of any Participant's
account or subaccount that is loaned to the Participant shall be disregarded for
purposes of this Section. The loan shall be treated as a segregated investment
of the appropriate account or subaccount and all principal and interest payments
made on the loan, and all losses suffered on the loan, shall be allocated to the
appropriate account or subaccount.

            (c) INDIVIDUAL ACCOUNT CHARGES. The Plan Administrator shall have
the discretion to, in a uniform and nondiscriminatory manner, allocate any
expenses that are attributable to an account to that account alone, other than
expenses incurred in determining whether a domestic relations order is
qualified. For example, any administration expenses that are expressed on a "per
account" basis may be charged to each account (e.g., loan origination fees or
hardship distribution charges). In addition, any expenses that are incurred with
respect to a particular Participant's account (such as expenses incurred in
connection with effectuating a Participant's individual investment direction)
may be charged to that particular Participant's account.

            (d) FORMER PARTICIPANTS. For purposes of this Section, any
individual who has an account balance in the Plan (including current Plan
Participants, former Participants who have not yet received all amounts to which
they are entitled, surviving spouses of deceased Participants and Beneficiaries)
shall be considered to be a "Participant."

6.4         LIMITATIONS ON ANNUAL ADDITIONS.

            (a) GENERAL RULE. Notwithstanding anything in this Plan to the
contrary, the Annual Addition to be allocated to the accounts of a Participant
for any Plan Year shall not exceed an amount equal to the lesser of (1) Thirty
Thousand Dollars ($30,000.00) (or such greater amount as may be permitted under
Code Section 415(d)) (the "dollar limitation") or (2) twenty-five percent (25%)
of the Compensation of the Participant for the Plan Year (the "compensation
limitation").

            (b) MULTIPLE DEFINED CONTRIBUTION PLANS. The limitations of this
Section with respect to any Participant who is at any time participating in any
other "defined contribution plan," as defined in Section 414(i) of the Code,
maintained by the Employer or an Affiliate shall apply as if the total Annual
Addition under all defined contribution plans in which the Participant is
participating were allocated under this Plan.

            (c) ADJUSTING ANNUAL ADDITIONS. In the event it is necessary to
limit the Annual Additions to the accounts of a Participant under this Plan due
to excess Annual Additions resulting from a reasonable error in estimating
Compensation, a reasonable error in determining the amount of Pre-Tax
Contributions, or an allocation of forfeitures, adjustments will be made in
accordance with this Section. The adjustments shall first be made to the Annual
Additions under any other defined contribution plan of the Employer, if
permitted by such plan, and if further adjustments are required, the Plan
Administrator shall allocate Discretionary Contributions, and if necessary
Employer Matching Contributions, in excess of the permitted Annual Addition to a
suspense account. Amounts in this suspense account shall be allocated in the
succeeding Plan Year as part of the

                                       32
<PAGE>
Discretionary Contributions for such Plan Year. Amounts held in such suspense
account shall be allocable before the Discretionary Contributions for such Plan
Year. In the event of termination of the Plan, amounts credited to such suspense
account shall, to the extent permitted by this Section, be allocated among the
Discretionary Contributions Accounts of Participants in the ratio that each such
Participant's Compensation for the Plan Year in which the termination occurs
bears to the Compensation of all such Participants for that Plan Year. Further
reductions or adjustments to the method described above for adjusting the Annual
Additions of Participants may be made pursuant to the directions of the Plan
Administrator and may be made pursuant to priorities established under related
defined contribution plans.

            (d) DEFINED BENEFIT PLAN PARTICIPANTS. Effective for Plan Years
beginning on or before December 31, 1999, in any case where a Participant under
this Plan is also a participant in one or more "defined benefit plans," as
defined in Section 414(j) of the Code, maintained by the Employer or by an
Affiliate of the Employer, the sum of the "defined benefit plan fraction" under
such plan or plans and the "defined contribution plan fraction" under this Plan
and all other defined contribution plans shall not exceed one (1.0). Effective
as of the first Plan Year beginning after December 31, 1999, the provisions of
Sections 6.4(d) through 6.4(g) (Limitations on Annual Additions - Defined
Benefit Plan Participants, Defined Benefit Plan Fraction, Defined Contribution
Plan Fraction, Adjustments) shall be given no effect, in accordance with the
repeal of Section 415(e) of the Code.

            (e) DEFINED BENEFIT PLAN FRACTION. The "defined benefit plan
fraction" for any Plan Year is a fraction, the numerator of which is the
projected annual benefit payable to the Participant as of the close of the
current Plan Year under all defined benefit plans (whether or not terminated)
maintained by the Employer and the denominator of which is the lesser of one
hundred twenty-five percent (125%) of the defined benefit plan dollar limitation
in effect for the Plan Year under Section 415(b)(1)(A) of the Code, as adjusted
pursuant to Section 415(d) of the Code, or one hundred forty percent (140%) of
the Participant's average Compensation for the three (3) Plan Years during which
such Compensation is the highest. For limitation years beginning before January
1, 2000, for any Plan Year for which the Plan is Top Heavy, the denominator of
the defined benefit plan fraction will be the lesser of one hundred percent
(100%) (rather than one hundred twenty-five percent (125%)) of the defined
benefit plan dollar limitation referred to in the preceding sentence, as in
effect for the Plan Year under Section 415(b)(1)(A) of the Code, or one hundred
forty percent (140%) of the Participant's average Compensation for the three (3)
Plan Years during which Compensation is highest, unless both of the following
conditions are satisfied, in which case the defined benefit plan fraction shall
be calculated as set forth in the preceding sentence:

                (1) The Plan is not a Super Top Heavy Plan; and

                (2) The contributions or benefits on behalf of all Participants
other than Key Employees meet the requirements of Section 416(h) of the Code.

Notwithstanding the above, if a Participant was a participant in one or more
defined benefit plans maintained by the Employer or an Affiliate which were in
existence on May 6, 1986, the denominator of the defined benefit plan fraction
will not be less than one hundred twenty-five percent (125%) of the sum of the
annual benefits under such plans which the Participant had accrued as of the
close of the last Plan Year beginning on or before December 31, 1986, calculated
as if the Participant had terminated employment on the last day of said Plan
Year. In calculating a Participant's benefits, the Plan Administrator shall
disregard changes in the terms and conditions of

                                       33
<PAGE>
such plans occurring on or after May 6, 1986, and cost-of-living adjustments
occurring on or after May 6, 1986. The preceding two sentences shall only apply
if the defined benefit plans individually and in the aggregate satisfy the
requirements of Section 415 of the Code as in effect at the end of the 1986 Plan
Year.

            (f) DEFINED CONTRIBUTION PLAN FRACTION. The "defined contribution
plan fraction" for any Plan Year is a fraction, the numerator of which is the
sum of the Annual Additions to the Participant's accounts under all the defined
contribution plans (whether or not terminated) maintained by the Employer for
the current and all prior Plan Years (including the Annual Additions
attributable to the Participant's nondeductible employee contributions to any
defined benefit plan, whether or not terminated, maintained by the Employer) and
the denominator of which is the sum of the "maximum aggregate amounts" for the
current and all prior Plan Years of service with the Employer, regardless of
whether a plan was maintained by the Employer during such years. The "maximum
aggregate amount" in any Plan Year is the lesser of one hundred twenty-five
percent (125%) of the dollar limitation in effect under Section 415(c)(1)(A) of
the Code or thirty-five percent (35%) of the Participant's Compensation for such
year. For limitation years beginning before January 1, 2000, for any Plan Year
for which the Plan is a Top Heavy Plan, the "maximum aggregate amount" is the
lesser of one hundred percent (100%) (rather than one hundred twenty-five
percent (125%)) of the dollar limitation in effect under Section 415(c)(1)(A) of
the Code or thirty-five percent (35%) of the Participant's Compensation for such
year, unless both of the following conditions are satisfied:

                (1) The Plan is not a Super Top Heavy Plan; and

                (2) The contributions or benefits on behalf of all Participants
other than Key Employees meet the requirements of Section 416(h) of the Code.

If a Participant was a participant in one or more defined contribution plans and
one or more defined benefit plans maintained by the Employer which were in
existence on May 6, 1986, and which satisfied all of the requirements of Section
415 of the Code for all limitation years beginning before January 1, 1987, the
numerator of this fraction will be adjusted if the sum of this fraction and the
defined benefit plan fraction would otherwise exceed one (1.0) under the terms
of this Plan. The adjustment shall be made by permanently subtracting from the
numerator of the defined contribution fraction an amount equal to the product of
(1) the excess of the sum of the fractions over one (1.0) and (2) the
denominator of the defined contribution fraction as of the "determination date."
For this purpose, the "determination date" is the last day of the last Plan Year
commencing on or before December 31, 1986. Changes in the terms and conditions
of any plan after May 5, 1986, must be disregarded in adjusting the defined
contribution plan fraction. The adjustment will be made only after eliminating
any accruals under this or any other Plan which are in excess of the accruals
permitted pursuant to Section 415 of the Code.

            (g) ADJUSTMENTS. For limitation years beginning before January 1,
2000, if the sum of the defined benefit plan fraction and the defined
contribution plan fraction is in excess of one (1.0), then the Annual Addition
of the Participant shall be reduced as provided in paragraph (c) but only if the
terms and provisions of the defined benefit plan do not call for the reduction
of the benefits payable thereunder in such circumstances. The reduction shall be
of sufficient amount to eliminate the excess over one (1.0).

                                       34
<PAGE>

            (h) TREATMENT OF AFFILIATES. For purposes of this Section 6.4, the
Employer and all of its Affiliates shall be treated as a single entity and any
plans maintained by an Affiliate shall be deemed to be maintained by the
Employer.

            (i) TREATMENT OF CONTRIBUTIONS MADE PURSUANT TO USERRA. Effective
December 12, 1994, contributions made pursuant to USERRA will not be taken into
account in applying the limitations of this Section with respect to the year in
which the contribution is made, but rather will be taken in account with respect
to the year to which the contribution relates.

                                  ARTICLE SEVEN
                                     VESTING

7.1         FULL VESTING.


            (a) VESTING IN THE PRE-TAX CONTRIBUTIONS ACCOUNTS. Each Participant
shall at all times be fully vested in all amounts credited to or allocable to
his Pre-Tax Contributions Account, and his rights and interest therein shall not
be forfeitable for any reason.

            (b) VESTING IN THE AFTER-TAX CONTRIBUTIONS ACCOUNT. Each Participant
shall at all times be fully vested in all amounts credited to or allocable to
his After-Tax Contributions Account, and his rights and interest therein shall
not be forfeitable for any reason.

            (c) VESTING IN THE ROLLOVER CONTRIBUTION ACCOUNT. Each Participant
shall at all times be fully vested in all amounts credited to or allocable to
his Rollover Contribution Account, and his rights and interest therein shall not
be forfeitable for any reason.

            (d) VESTING IN THE EMPLOYER CONTRIBUTIONS ACCOUNT. Each Participant
shall at all times be fully vested in all amounts credited to or allocable to
his Employer Contributions Account.

            (e) VESTING OF QUALIFIED NONELECTIVE CONTRIBUTIONS. Each Participant
shall at all times be fully vested in all qualified nonelective contributions
made pursuant to Section 4.3(e) (Limitation on Contributions of Highly
Compensated Employees - Qualified Nonelective Contributions) or 5.1(b) (Employer
Contributions - Discretionary Contributions).

7.2         AMENDMENTS TO VESTING SCHEDULE.

            No amendments to or other changes in the vesting provisions of
Section 7.1 (Full Vesting) shall deprive an Employee who is a Participant on the
later of (a) the date the amendment is adopted or (b) the date the amendment is
effective of any nonforfeitable benefit to which he is entitled under the Plan
(determined as of such date) without regard to such amendment. If the vesting
provisions of Section 7.1 (Full Vesting) are amended, each Participant who has
completed three (3) Years of Service and whose benefits would be determined
under such revised provisions shall have the right to elect, during the period
computed pursuant to this Section, to have his nonforfeitable benefit determined
without regard to such amendment; provided, however, that no election shall be
provided to any Participant whose nonforfeitable vested benefit under the Plan,
as amended, would not, at any time, be less than the benefit computed without
regard to such amendment. The election period shall commence on the date the
amendment is adopted and end on the latest of (a) sixty (60) days after adoption
of the amendment, (b) sixty (60) days after the effective date of the amendment,
or (c) sixty

                                       35
<PAGE>
(60) days after the Participant is notified of the amendment in writing by the
Employer or Plan Administrator. Such election, if exercised, shall be
irrevocable and shall be available only to an Employee who is a Participant and
who has completed at least three (3) Years of Service when the election is made.

                                  ARTICLE EIGHT
                             INVESTMENT OF ACCOUNTS

8.1         ADMINISTRATION OF TRUST FUND; SOURCE OF PAYMENTS

            All contributions of the Employer and Participants shall be held,
administered, invested and distributed by the Trustee under the Trust Agreement.
All funds held under the Trust Agreement shall be held in trust. The duties of
the Trustee shall be limited to those described in the Trust Agreement and this
Plan. Benefits under the Plan shall be payable only out of the Trust Fund and
the Employer, Plan Administrator and Trustee shall have no legal obligation,
responsibility or liability to make any direct payment of benefits under the
Plan from a source other than the Trust Fund. Neither the Employer nor the Plan
Administrator nor the Trustee guarantees the Trust Fund against any loss or
depreciation. The Trustee, the Employer and the Plan Administrator do not
guarantee the payment of any money which may be or become due to any person from
the Trust Fund, and the liability of the Plan Administrator and the Trustee to
make any payment herein at any and all times will be limited to the then
available assets of the Trust Fund. Except as otherwise specifically provided
herein, no part of the Trust Fund shall be used for or diverted to purposes
other than for the exclusive benefit of the Participants under the Plan and
their Beneficiaries, except that funds may be expended in payment of taxes and
administration expenses in accordance with the terms of the Plan and the Trust
Agreement.

8.2         PARTICIPANT DIRECTED INDIVIDUAL ACCOUNT PLAN.

            This Plan is intended to constitute a participant directed
individual account plan under Section 404(c) of the Act. As such, Participants
shall be provided the opportunity to exercise control over the investment of
their accounts and to choose from a broad range of investment alternatives.

            (a) EMPLOYEE SELECTED INVESTMENT FUNDS.

                (1) The Plan Administrator, pursuant to uniform and
non-discriminatory rules, shall establish three (3) or more Investment Funds in
accordance with the terms and provisions of this Article Eight. In establishing
the Investment Funds, the Plan Administrator shall select investment
alternatives which provide each Participant with a broad range of investment
alternatives in accordance with Department of Labor Regulation Section
2550.404c-1(b)(3). The available Investment Funds may be changed or supplemented
from time to time by action of the Plan Administrator.

                (2) Each Participant shall designate, on a form supplied by the
Plan Administrator, signed by the Participant and delivered to the Plan
Administrator, the Investment Funds established pursuant to paragraph (a),
above, in which amounts held in his accounts are to be invested. The Trustee, in
its discretion, will invest the portion of the Participant's accounts for which
the Participant has not issued any investment directions in accordance with this
Plan and the Trust Agreement. The investment directive of a Participant shall be
effective until another directive is received by the Trustee.

                                       36
<PAGE>

                (3) Each Investment Fund shall be treated as a separate trust
fund for purposes of making adjustments pursuant to Section 6.3 (Valuation and
Account Adjustments). Gains and income or losses attributable to each Investment
Fund shall be allocable strictly to the Investment Fund and accounts invested
therein. Each Investment Fund shall be invested in accordance with the
provisions of this Plan and the Trust Agreement.

            (b) EXERCISE OF CONTROL.

                (1) Each Participant may direct that all of the amounts
attributable to his accounts be invested in a single Investment Fund or may
direct fractional (percentage) increments of his accounts to be invested in such
Investment Fund(s) as he shall desire in accordance with uniform procedures
promulgated by the Plan Administrator. Each Participant, in accordance with such
rules, may change investment directions to provide for the investment of
existing account balances or future contributions among the various Investment
Funds in such increments, or all to any one of them, as the Participant shall
elect on a form provided by the Plan Administrator, signed by the Participant
and delivered to the Plan Administrator, or in accordance with any other
procedure designated by the Plan Administrator. The Plan Administrator shall
provide Participants the opportunity to receive written confirmation of any such
investment direction. The Trustee and Plan Administrator shall be obligated to
comply with such instruction except as provided in paragraph (c) below. The Plan
Administrator shall promulgate uniform and nondiscriminatory rules constituting
the investment direction policy under the Plan which shall be communicated to
Participants regarding:

                                    (i) The frequency of change of investment
direction of current account balances among Investment Funds;

                                    (ii) The frequency of change of investment
direction of future contributions among Investment Funds;

                                    (iii) The effective dates of instructions
regarding investment directions and changes in investment directions;

                                    (iv) The fractional (percentage)
limitations, if any, in which current account balances may be invested and/or
transferred between Investment Funds;

                                    (v) The fractional (percentage) limitations,
if any, in which future contributions are to be invested between Investment
Funds; and

                                    (vi) The periods within which direction must
be given if it is to be effective for a particular period.

Procedures with regard to any one or more Investment Funds may vary to reflect
the variable or contrasting characteristics of a particular investment
alternative, provided that Participants are given the opportunity to give
investment instructions with respect to each investment alternative available
under the Plan with a frequency which is appropriate in light of the market
volatility to which the investment alternative may reasonably be expected to be
subject and that any restrictions on the frequency of investment instructions
are in accordance with Department of Labor Regulation Section
2550.404c-1(b)(2)(ii)(C).

                                       37
<PAGE>
                (2) The Plan Administrator shall provide each Participant with
the opportunity to obtain sufficient information to make informed decisions with
regard to investment alternatives available under the Plan, and incidents of
ownership related to such investment. The Plan Administrator shall promulgate
and distribute to Participants an explanation that the Plan is intended to
comply with Section 404(c) of the Act and any relief from fiduciary liability
resulting therefrom, a description of investment alternatives available under
the Plan, an explanation of the circumstances under which Participants may give
investment instructions and any limitations thereon, along with all other
information and explanations required under Department of Labor Regulation
Section 2550.404c-1(b)(2)(B)(1). In addition, the Plan Administrator shall
provide information to Participants upon request as required by Department of
Labor Regulation Section 2550.404c-1(b)(2)(B)(2). Neither the Employer, Plan
Administrator, Trustee, nor any other individual associated with the Plan or the
Employer shall give investment advice to Participants with respect to Plan
investments. The providing of information pursuant to this Article Eight shall
not in any way be deemed to be the providing of investment advice, and shall in
no way obligate the Employer, any other Employer, the Plan Administrator, the
Trustee or any other individual associated with the Plan to provide any
investment advice.

                (3) The Plan Administrator, pursuant to uniform and
nondiscriminatory rules, may charge each Participant's accounts for the
reasonable expenses of carrying out investment instructions directly related to
such account, provided that each Participant is periodically (not less than
quarterly) informed of such actual expenses incurred with respect to his or her
respective accounts.

                (4) The Plan Administrator shall decline to implement any
Participant instructions if: (i) the instruction is inconsistent with any
provisions of the Plan or Trust Agreement; (ii) the instruction is inconsistent
with any investment direction policies adopted by the Plan Administrator from
time to time; (iii) implementing the instruction would not afford a Plan
fiduciary protection under Section 404(c) of the Act; (iv) implementing the
instruction would result in a prohibited transaction under Section 406 of the
Act or Section 4975 of the Code; (v) implementing the instruction would result
in taxable income to the Plan; (vi) implementing the instruction would
jeopardize the Plan's tax qualified status; or (vii) implementing the
instruction could result in a loss in excess of a Participant's account balance.
The Plan Administrator, pursuant to uniform and nondiscriminatory rules, may
promulgate additional limitations on investment instruction consistent with
Section 404(c) of the Act from time to time.

                (5) A Participant shall be given the opportunity to make
independent investment directions. No Plan fiduciary shall subject any
Participant to improper influence with respect to any investment decisions, and
nor shall any Plan fiduciary conceal any non-public facts regarding a
Participant's Plan investment unless disclosure is prohibited by law. Plan
fiduciaries shall remain completely neutral in all regards with respect to
Participant investment direction. A Plan fiduciary may not accept investment
instructions from a Participant known to be legally incompetent, and any
transactions with a fiduciary, otherwise permitted under this Article Eight and
the uniform and nondiscriminatory rules regarding investment direction
promulgated by the Plan Administrator, shall be fair and reasonable to the
Participant in accordance with Department of Labor Regulation Section
404c-1(c)(3).

            (c) ADJUSTMENT OF ACCOUNTS. Adjustments pursuant to Section 6.3
(Valuation and Account Adjustments) shall be made on a separate Fund basis.
Gains and income or losses attributable to each Investment Fund shall be
allocable strictly to the Investment Fund and accounts

                                       38
<PAGE>
invested therein and shall be invested without distinction between principal and
income. Each Investment Fund shall be invested in accordance with the provisions
of the Plan and the Trust Agreement.

            (d) LIMITATION OF LIABILITY AND RESPONSIBILITY. The Trustee, the
Plan Administrator and the Employer shall not be liable for acting in accordance
with the directions of a Participant pursuant to this Article Eight or for
failing to act in the absence of any such direction. The Trustee, the Plan
Administrator and the Employer shall not be responsible for any loss resulting
from any direction made by a Participant and shall have no duty to review any
direction made by a Participant. The Trustee shall have no obligation to consult
with any Participant regarding the propriety or advisability of any selection
made by the Participant.

            (e) FORMER PARTICIPANTS AND BENEFICIARIES. For purposes of this
Article Eight, the term "Participant" shall be deemed to include former
Participants and the Beneficiaries of any deceased Participants.

            (f) TRANSFER OF ASSETS. If the Employer is serving as an
intermediary in conveying the investment elections of Participants, the Plan
Administrator shall direct the Trustee to transfer monies or other property to
or from the various Investment Funds as may be necessary to carry out the
aggregate transfer transactions after the Plan Administrator has caused the
necessary entries to be made in the Participants' accounts in the Investment
Funds and has reconciled offsetting transfer elections, in accordance with
uniform rules therefore established by the Plan Administrator. The foregoing
sentence shall be inapplicable if Participants are, in accordance with current
procedures for investment elections, communicating their elections directly to
the appropriate Investment Fund agent.

            (g) VOTING, TENDER OFFERS, OR SIMILAR RIGHTS. Voting, tender and
similar rights which are incidental to the ownership of any asset which is held
in the Investment Fund shall be passed through to the Participants. The Trustee,
in its discretion, shall vote all proxies relating to the exercise of voting,
tender or similar rights which are incidental to the ownership of any asset
which is held in any Investment Fund for which the Trustee does not receive
instructions.

8.3         LOANS - GENERAL RULE.

            The Plan Administrator is authorized but is not required to direct
the Trustee to make a loan or loans to a Participant as a segregated investment
of the Participant's accounts. Such loans shall be available to all Participants
on a nondiscriminatory basis, except that the Trustee may discriminate on the
basis of credit worthiness; provided, however, that loans may be granted only
for purposes specified in Section 9.5(d) (Hardship Distributions - Immediate and
Heavy Financial Need). The Plan Administrator shall not direct the Trustee to
make loans to Highly Compensated Employees in amounts which, when expressed as a
percentage of the Participant's vested interest in his accounts, are greater
than those available to other Participants; provided, however, that the Plan
Administrator may adopt a rule precluding loans of less than One Thousand
Dollars ($1,000.00). A Participant shall not be entitled to receive more than
one (1) loan during any Plan Year, and only one loan may be outstanding for a
participant at any time.

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<PAGE>

8.4         SPOUSAL CONSENT REQUIRED.

            No loan will be made to any married Participant unless the
Participant's spouse consents to the loan. The spouse's consent must be in
writing, must acknowledge the effect of the loan on the benefits ultimately
payable from the Plan and the effect of the spouse's consent to the loan, and
must be witnessed by a notary public or a designated representative of the Plan
Administrator. The consent must be filed with the Plan Administrator within the
ninety (90) day period ending on the date on which the loan is made. A spouse
may not consent to Participant loans generally but rather may consent only to
loans of specific amounts to be made at specified times and on specified terms
and conditions. If the amount of the loan or the terms and conditions under
which the loan will be made are later changed, a new consent will be required. A
new consent will be required each time a Participant borrows money from the
Plan. No spousal consent shall be required if the Plan Administrator determines,
in its sole and absolute discretion, that the spouse cannot be located or other
circumstances exist that preclude the Participant from obtaining such consent
(as permitted under applicable regulations issued by the United States Treasury
Department). For purposes of this Section, the renewal of a loan shall be
treated as a new loan and spousal consent shall be required.

8.5         AMOUNT OF LOAN; SECURITY.

            (a) AMOUNT. The total outstanding loans from the Trust Fund to any
Participant at any time shall not exceed the Participant's vested interest in
his accounts, determined as of the most recent Valuation Date for the Plan. Any
loan which is made pursuant to Section 8.5 (Amount of Loan; Security) shall be
treated as a taxable distribution to the extent that it causes the outstanding
balance at any time of all loans from all "employee pension benefit plans" (as
defined in the Act) of the Employer and its Affiliates that are intended to
"qualify" under Section 401(a) of the Act to exceed fifty percent (50%) of the
present value of the Participant's nonforfeitable accrued benefit under all such
plans; provided that such maximum shall not be less than Ten Thousand Dollars
($10,000.00), nor more than Fifty Thousand Dollars ($50,000.00) with such Fifty
Thousand Dollar ($50,000.00) limitation to be reduced by the highest outstanding
loan balance during the twelve (12) month period preceding the date on which a
loan is made. The Plan Administrator may, in the exercise of its discretion,
prohibit the making of any loan that would be treated as a taxable distribution.

            (b) SECURITY. The loan shall be evidenced by the Participant's
promissory note and shall be secured by an assignment of the Participant's
vested interest in all of his accounts (other than his Pre-Tax Contributions
Account) and such additional collateral as the Trustee shall deem necessary,
provided that in no event shall the loan be secured by an assignment of more
than fifty percent (50%) of the Participant's vested (non-forfeitable) interest
in his accounts. In determining whether a pledge of additional collateral is
necessary, the Trustee shall consider the Participant's credit worthiness and
the impact on the Plan in the event of a default under the loan prior to the
Participant's Benefit Commencement Date.

8.6         TERMS OF LOAN.

            (a) INTEREST RATE. All loans shall bear interest at a rate
determined by the Trustee which shall provide the Plan with a return
commensurate with the interest rates charged by persons in the business of
lending money for similar loans. Subject to the foregoing, the terms of any loan
shall be arrived at by mutual agreement between the Trustee and the Participant
pursuant to a uniform, nondiscriminatory policy.

                                       40
<PAGE>

            (b) REPAYMENT PERIOD. All loans shall be repayable in monthly or
quarterly installments over a period not exceeding five (5) years, except that
the term may exceed five (5) years (but shall not exceed fifteen (15) years or
such shorter period set by the Plan Administrator) if the Participant
establishes to the satisfaction of the Plan Administrator, in its sole
discretion, that the proceeds of the loan will be used, within a reasonable time
after the funds are disbursed, to acquire or construct the Participant's
principal residence. The repayment period may not extend beyond the
Participant's Normal Retirement Date.

            (c) COSTS. Any costs incurred by the Trustee to establish, process
or collect the loan shall be charged directly and solely to the Participant and
will be subtracted from the loan proceeds unless other mutually agreeable
arrangements are made by the Trustee and the Participant.

8.7         DEFAULT.

            In the event the Participant does not repay such loan or loans and
the interest thereon in a timely fashion, taking into consideration any
applicable grace period permitted by the Plan Administrator, the Trustee may
exercise every creditor's right at law or equity available to the Trustee. The
Trustee may not, however, deduct or offset the payments in default or the unpaid
outstanding balance of the loan from or against the Participant's Employer
Contributions Account until such time as the account becomes payable pursuant to
the other provisions of this Plan. When payments become due hereunder, the
Trustee may deduct the total amount of the loan then outstanding, together with
any interest then due and owing, from any payment or distribution (including any
payment due to the Participant's surviving spouse pursuant to Section 9.3
(Death)) to which such Participant or his Beneficiary or Beneficiaries may
become entitled. Loan instruments may provide for acceleration of payment of any
unpaid balance in the event of a Participant's termination of employment prior
to repayment of the loan; provided, however, that no acceleration of a loan
shall be permitted in the event of a Participant's termination of employment if
the Participant is a "party in interest" as defined in Section 3(14) of the Act.

                                  ARTICLE NINE
                            DISTRIBUTION OF BENEFITS

9.1         NORMAL AND LATE RETIREMENT.

            A Participant shall be entitled to full distribution of his
accounts, as provided in Sections 9.7 (Time of Distribution of Benefits) and 9.8
(Method of Distribution), upon actual retirement as of or after his Normal
Retirement Date. A Participant may remain in the employment of the Employer
after his Normal Retirement Date, if he desires, and shall retire at such later
time as he may desire, unless the Employer lawfully directs earlier retirement.

9.2         DISABILITY RETIREMENT.

            A Participant who shall separate from employment due to Disability
shall be entitled to full distribution of his accounts, as provided in Sections
9.7 (Time of Distribution of Benefits) and 9.8 (Method of Distribution). Subject
to the provisions of Section 9.7 (Time of Distribution of Benefits), the
payments may commence as of his date of separation from employment due to
Disability.

                                       41
<PAGE>

9.3         DEATH.

            (a) BENEFIT. If a Participant (which term for purposes of this
Section includes former Participants) shall die prior to his Benefit
Commencement Date, the Participant's surviving spouse (or his other designated
Beneficiary, if the Participant is unmarried or his spouse has consented in
writing to designation of another Beneficiary) shall be entitled to full
distribution of the Participant's accounts at the time and in the manner
provided in Sections 8.6 (Terms of Loan) and 8.7 (Default).

            (b) SPOUSE AS BENEFICIARY. Notwithstanding any Beneficiary
designation made by the Participant to the contrary, except as otherwise noted
below, a married Participant's spouse shall be deemed to be his Beneficiary for
purposes of this Plan unless the Participant's spouse consents to the
designation of a different Beneficiary. Once given, the spouse's consent will be
irrevocable. The consent of the Participant's spouse to his election shall be in
writing, acknowledge the effect of such an election, be witnessed by a notary
public or a designated representative of the Plan Administrator and be provided
to the Plan Administrator. The spouse may not consent to the designation of
another Beneficiary generally, but rather must consent to the designation of a
particular Beneficiary. If the Participant elects to change the Beneficiary, the
spouse's prior consent will be null and void and a new consent will be required,
unless the spouse's consent expressly permits a change of designation without
the further consent of the spouse. No spousal consent will be required if the
Plan Administrator determines, in its sole discretion, that such consent cannot
be obtained because the spouse cannot be located or other circumstances exist
that preclude the Participant from obtaining such consent (to the degree
permitted under applicable regulations issued by the United States Treasury
Department). Any spousal consent given pursuant to this Section or dispensed
with pursuant to the preceding sentence will be valid only with respect to the
spouse who signs the consent or with respect to whom the consent requirement is
waived by the Plan Administrator.

            (c) DEATH AFTER COMMENCEMENT OF BENEFITS. If a former Participant
shall die after his Benefit Commencement Date but prior to the complete
distribution of all amounts to which such Participant is entitled under the
provisions of this Article Nine, the Participant's spouse or other designated
Beneficiary shall be entitled to receive any remaining amounts to which the
Participant would have been entitled had the Participant survived. The Plan
Administrator may require and rely upon such proofs of death and the right of
any spouse or Beneficiary to receive benefits pursuant to this Section 9.3 as
the Plan Administrator may reasonably determine, and its determination of death
and the right of such spouse or Beneficiary to receive payment shall be binding
and conclusive upon all persons whomsoever.

9.4         OTHER DISTRIBUTION EVENTS, INCLUDING SEPARATIONS FROM EMPLOYMENT.

            A Participant who separates from employment for any reason other
than retirement, death or Disability shall be entitled to distribution of his
vested interest in his accounts at the time and in the manner provided in
Sections 9.7 (Time of Distribution of Benefits) and 9.8 (Method of
Distribution). Notwithstanding the foregoing, a Participant will only receive a
distribution of his Pre-Tax Contributions, Discretionary Contributions,
qualified nonelective contributions, if any, and Matching Contributions to the
extent used to satisfy the actual deferral percentage test of Section 4.3
(Limitation on Contributions of Highly Compensated Employees), if (1) the
Participant has experienced a separation from service with the Employer in
connection with (i) the termination of the Plan, (ii) the disposition of
substantially all of the assets of a trade or business, or (iii) the disposition

                                       42
<PAGE>
of a subsidiary; provided that clauses (ii) and (iii) shall apply only if the
Participant continues employment with a corporation acquiring the assets in
clause (ii) or the subsidiary in clause (iii).

9.5         HARDSHIP DISTRIBUTIONS.

            (a) GENERAL RULE. A Participant or former Participant may request a
distribution of amounts credited to his Employer Contributions Account and his
Pre-Tax Contributions Account on the basis of hardship. If the Participant is
married at the time of his request for a distribution under this Section, the
Participant's spouse must consent to the distribution in accordance with
paragraph (g); provided, however, that hardship distributions may not be made
from earnings attributable to the Participant's Pre-Tax Contributions after
December 31, 1988. A distribution pursuant to this Section shall not result in
the forfeiture of any amounts from the Participant's accounts.

            (b) LIMITATION ON DISTRIBUTIONS. In no event shall a hardship
distribution exceed the balance of the Participant's or former Participant's
Pre-Tax Contribution, determined as of the Valuation Date immediately preceding
the date of the distribution, less any amounts distributed from or charged to
the Pre-Tax Contributions Account since such Valuation Date. The distribution
may not exceed the lesser of the amount determined pursuant to the preceding
sentence or the total Employer Contributions made on behalf of the Participant
prior to the date of the withdrawal less any Employer Contributions previously
withdrawn. The Plan Administrator may promulgate uniform rules regarding the
effective date of any distribution, minimum amounts to be distributed and the
frequency of distributions.

            (c) HARDSHIP DEFINED. A distribution may be made pursuant to this
Section due to a "hardship" only if the Participant satisfies the Plan
Administrator that the Participant has an immediate and heavy financial need and
that the distribution is necessary in order to satisfy that need.

            (d) IMMEDIATE AND HEAVY FINANCIAL NEED. The following are the only
expenses or circumstances that will be deemed to give rise to an immediate and
heavy financial need for purposes of this Section:

                        (1) Medical expenses described in Section 213(d) of the
Code incurred by the Participant, the Participant's spouse, or any of the
Participant's dependents (as defined in Section 152 of the Code);

                        (2) The purchase (excluding mortgage payments) of a
principal residence for the Participant; or

                        (3) Payment of tuition, room and board, and
educational-related expenses for the next twelve (12) months of post-secondary
education for the Participant or the Participant's spouse, children or
dependents; or

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

                        (5) Any other circumstance or expense designated by the
Commissioner of Internal Revenue as a deemed immediate and heavy financial need
in any published revenue ruling, notice or other document of general
applicability.

                                       43
<PAGE>

            (e) NECESSITY. A distribution will be deemed to be necessary to
satisfy an immediate and heavy financial need of a Participant only if all of
the following requirements are satisfied:

                        (1) The distribution is not in excess of the amount of
the immediate and heavy financial need of the Participant;

                        (2) The Participant has obtained all distributions,
other than hardship distributions, and all nontaxable loans currently available
under all plans maintained by the Employer;

                        (3) All plans sponsored by the Employer provide that the
Participant's contributions (whether made on a pre-tax or after-tax basis) will
be suspended for at least twelve (12) months after receipt of the distribution;
and

                        (4) All plans sponsored by the Employer provide that the
Participant may not make elective pre-tax contributions for the calendar year
immediately following the calendar year in which the hardship distribution is
made in excess of the applicable limit in effect for such year under Section
402(g) of the Code less the amount of the Participant's pre-tax elective
contributions for the calendar year in which the hardship distribution is made.

            (f) RESTRICTIONS ON FUTURE CONTRIBUTIONS. If a Participant receives
a hardship distribution pursuant to this Section, the Participant's right to
make Pre-Tax Contributions to this Plan pursuant to Section 4.1 (Pre-Tax
Contributions) shall be suspended for a period of twelve (12) months following
the month in which the hardship distribution is made. The Participant may resume
his Pre-Tax Contributions as of the Plan Entry Date next following the
completion of said twelve (12) month period. In addition, the Participant's
Pre-Tax Contributions to this Plan, plus his elective contributions to any other
plan sponsored by the Employer, for the calendar year following the calendar
year in which the hardship distribution is made may not exceed the difference
between the limitation on Pre-Tax Contributions prescribed by Section 402(g) of
the Code, as adjusted from time to time to reflect increases in the
cost-of-living as announced by the United State Treasury Department, and the
Participant's Pre-Tax Contributions to this Plan, plus his elective
contributions to any other plan sponsored by the Employer, for the calendar year
in which the distribution is made.

            (g) SPOUSAL CONSENT REQUIREMENTS. No married Participant shall be
allowed to receive a distribution pursuant to this Section 9.5 if his total
vested account balance exceeds Five Thousand Dollars ($5,000.00) (Three Thousand
Five Hundred Dollars ($3,500) prior to January 1, 2002) (determined in
accordance with Section 9.8(d) (Method of Distribution - Distribution of Small
Amounts)) unless the Participant's spouse consents to the withdrawal. Such
consent must be in writing and must be witnessed by a notary public or a
designated representative of the Plan Administrator. In the consent, the spouse
must consent to a single lump sum payment of the amount to be distributed, must
acknowledge the effect of the distribution on the benefits ultimately payable
from the Plan and must acknowledge the effect of the spouse's consent to the
distribution. No spousal consent shall be required if the Plan Administrator
determines, in its sole and absolute discretion, that the spouse cannot be
located or other circumstances exist that preclude the Plan Administrator from
obtaining such consent (as permitted under applicable regulations issued by the
United States Treasury Department). Any spousal consent given or dispensed with
pursuant to this Section will be valid with respect to the spouse who signs the
consent or with respect to who, the consent requirement is waived by the Plan
Administrator and any subsequent spouse. If the Participant's spouse fails to
consent to the


                                       44
<PAGE>
distribution, the amounts in the Participant's accounts will be held for
distribution in accordance with the remaining provisions of this Article Nine
unless the Participant's spouse later consents to a distribution pursuant to the
provisions of this Section.

9.6   AGE 59 1/2 DISTRIBUTIONS.

      (a)   GENERAL RULE. A Participant age fifty-nine and one-half (59-1/2) or
older may elect to receive a distribution of all or any portion of his Plan
accounts. If the Participant is married at the time of his request for
distribution under this Section, the Participant's spouse must consent to the
distribution in accordance with paragraph (d). Amounts distributed to the
Participant pursuant to this Section may not be repaid to the Plan. The Plan
Administrator may promulgate uniform rules regarding the minimum amount of any
withdrawal, the number of withdrawals a Participant may elect to receive in any
one Plan Year, the effective date of any distribution pursuant to this Section
and the procedures to be followed in requesting a distribution pursuant to this
Section.

      (b)   LIMITATIONS ON AMOUNT OF DISTRIBUTION. In no event shall a
distribution exceed the entire vested balance of the Participant's Plan
accounts, determined as of the Valuation Date immediately preceding the date of
the distribution, less any amounts distributed from or charged to the
Participant's accounts since such Valuation Date.

      (c)   EFFECT OF ELECTION. A Participant who elects to receive a
distribution pursuant to this Section 9.6 shall continue to participate in the
Plan subsequent to his receipt of such distribution.

      (d)   SPOUSAL CONSENT REQUIREMENTS. No married Participant shall be
allowed to receive a distribution pursuant to this Section 9.6 if at the time of
the distribution the sum of his total vested account balances plus any amounts
previously withdrawn exceeds Five Thousand Dollars ($5,000.00) (Three Thousand
Five Hundred Dollars ($3,500) prior to January 1, 2002) unless the Participant's
spouse consents to the withdrawal. Such consent must be in writing and must be
witnessed by a notary public or a designated representative of the Plan
Administrator. In the consent, the spouse must consent to a single lump sum
payment of the amount to be distributed, must acknowledge the effect of the
distribution on the benefits ultimately payable from the Plan and must
acknowledge the effect of the spouse's consent to the distribution. No spousal
consent shall be required if the Plan Administrator determines, in its sole and
absolute discretion, that the spouse cannot be located or other circumstances
exist that preclude the Plan Administrator from obtaining such consent (as
permitted under applicable regulations issued by the United States Treasury
Department). Any spousal consent given or dispensed with pursuant to this
Section will be valid with respect to the spouse who signs the consent or with
respect to who, the consent requirement is waived by the Plan Administrator and
any subsequent spouse. If the Participant's spouse fails to consent to the
distribution, the amounts in the Participant's accounts will be held for
distribution in accordance with the remaining provisions of this Article Nine
unless the Participant's spouse later consents to a distribution pursuant to the
provisions of this Section.

9.7   TIME OF DISTRIBUTION OF BENEFITS.

      (a)   RETIREMENT. Payment to a Participant who is entitled to benefits
under Section 9.1 (Normal and Late Retirement) normally shall commence within a
reasonable time following the Participant's termination of employment; except
that, at the election of the Participant, payment of


                                       45
<PAGE>
benefits may be postponed until the next Valuation Date, at which time losses or
earnings on the Trust Fund will be allocated to the Participant's accounts.

      (b)   TERMINATION AND DISABILITY. Payment to a Participant who is entitled
to benefits under Section 9.2 (Disability Retirement) or Section 9.4 (Other
Distribution Events, Including Separations from Employment) normally shall
commence not later than the date on which the Participant shall attain his
Normal Retirement Date. As a general rule, the Plan Administrator will begin
distributions pursuant to Section 9.2 (Disability Retirement) or Section 9.4
(Other Distribution Events, Including Separations from Employment) as soon as
possible after the year-end Valuation Date next following the Participant's
termination of employment. However, if the total amount distributable to the
Participant from all of his accounts exceeds Five Thousand Dollars ($5,000.00)
(Three Thousand Five Hundred Dollars ($3,500) prior to January 1, 2002)
(determined in accordance with Section 9.8(d) (Method of Distribution -
Distribution of Small Amounts)), no distribution may be made prior to the
Participant's Normal Retirement Date unless the Participant requests said
distribution in writing.

      (c)   DEATH AFTER COMMENCEMENT OF PAYMENTS. In the event of the death of a
Participant after his Benefit Commencement Date but prior to the complete
distribution to such Participant of the benefits payable to him under the Plan,
any remaining benefits shall be distributed over a period that does not exceed
the period over which distribution was to be made prior to the date of death of
the Participant. Payments to the Beneficiaries entitled to payments pursuant to
Section 9.3 (Death) shall commence as soon as possible following the death of
the Participant. A Beneficiary shall be entitled to accelerate receipt of such
payments by requesting a single lump-sum payment of the balance of the benefits
due.

      (d)   DEATH PRIOR TO COMMENCEMENT OF BENEFITS. In the event of the death
of the Participant prior to his Benefit Commencement Date, payments to the
Participant's Beneficiaries shall commence as soon as possible following the
Participant's death and must be paid in full by December 31 of the calendar year
which includes the fifth (5th) anniversary of the date of the Participant's
death, unless the surviving spouse or other designated beneficiary irrevocably
elects to apply one of the following exceptions in a timely manner (as
determined in accordance with regulations issued by the United States Treasury
Department pursuant to Section 401(a)(9) of the Code):

            (1)   PAYMENTS TO DESIGNATED BENEFICIARIES OTHER THAN SPOUSES. If
the death benefit is payable to a "designated Beneficiary," the designated
Beneficiary may elect that the death benefit be distributed in substantially
equal monthly, quarterly or annual installments over a period not to exceed the
Beneficiary's life expectancy (determined in accordance with Section 9.8(f)
(Method of Distribution - Life Expectancies)) as long as the distributions
commence by December 31 of the calendar year following the year of the
Participant's death or by such other date as may be specified in regulations
issued by the United States Treasury Department. For purposes of this Section, a
"designated Beneficiary" is any individual who has the right to receive a death
benefit from this Plan regardless of whether the individual was specifically
designated by the Participant. The term "designated Beneficiary" may also
include the beneficiaries of any Trust that satisfies the requirements of
regulations issued by the United States Treasury Department pursuant to Section
401(a)(9) of the Code.

            (2)   PAYMENTS TO SPOUSES. If the Participant's surviving spouse is
his sole Beneficiary, the surviving spouse may elect to postpone distributions
until any date not later than the


                                       46
<PAGE>
later of December 31 of the calendar year following the calendar year in which
the Participant died or December 31 of the calendar year in which the
Participant would have attained age seventy and one-half (70-1/2). Distributions
to the surviving spouse shall then be made in substantially equal monthly,
quarterly or annual installments over a period not to exceed the surviving
spouse's life expectancy (determined in accordance with Section 9.8(f) (Method
of Distribution - Life Expectancies)). If the surviving spouse dies before the
distributions begin, this paragraph (d) shall be applied as if the surviving
spouse were the Participant.

Any elections made by a designated Beneficiary pursuant to this paragraph (d)
and any distributions made pursuant to this paragraph (d) shall comply with
regulations issued by the United States Treasury Department under Section
401(a)(9) of the Code, as they may be amended from time to time. In case of
conflict, the provisions of the regulations shall control over the provisions of
this Plan.

      (e)   REQUIRED COMMENCEMENT OF PAYMENTS.

            (1)   GENERAL RULE. In no event shall payment to a former
Participant commence later than sixty (60) days after the last to occur of (1)
the last day of the Plan Year in which the Participant attains the age of
sixty-five (65) years, (2) the last day of the Plan Year in which the
Participant separates from employment with the Employer, or (3) the tenth (10th)
anniversary of the last day of the Plan Year in which the Participant commenced
participation in the Plan.

            (2)   MINIMUM DISTRIBUTION REQUIREMENT. In addition, payments must
commence by the Participant's Required Beginning Date.

            (3)   DEFINITION OF "REQUIRED BEGINNING DATE."

                  (i)   5 PERCENT OWNERS. For a Participant who is a "5-Percent
Owner" as defined in Code Section 416(i)(1)(B)(i), Required Beginning Date means
April 1 of the calendar year following the calendar year in which the
Participant attains age 70-1/2, regardless of whether the Participant has
terminated employment with the Employer.

                  (ii)  NON 5-PERCENT OWNERS. For a Participant who is not a
"5-Percent Owner" as defined in Code Section 416(i)(1)(B)(i), Required Beginning
Date shall mean April 1 of the calendar year following the later of (i) the
calendar year in which the Participant attains age 70-1/2, or (ii) the calendar
year in which the Participant terminates employment with the Employer.

                  (iii) EFFECTIVE DATE. The effective date of this definition of
Required Beginning Date is January 1, 2002.

            (4)   ADMINISTRATION IN ACCORDANCE WITH REGULATIONS. With respect to
distributions under the Plan made in calendar years beginning on or after
January 1, 2000, the Plan will apply the minimum distribution requirements of
Section 401(a)(9) of the Internal Revenue Code in accordance with the
regulations under Section 401(a)(9) that were proposed in January 2001,
notwithstanding any provision of the Plan to the contrary. This provision shall
continue in effect until the end of the last calendar year beginning before the
effective date of final regulations under Section 401(a)(9) or such other date
specified in guidance published by the Internal Revenue Service.


                                       47
<PAGE>
      (f)   FORMER PARTICIPANT AND BENEFICIARY ELECTIONS TO POSTPONE BENEFITS.
Notwithstanding any provision hereof to the contrary, a former Participant may
elect to postpone the commencement of his benefits to any date not later than
the date specified in paragraph (e). In addition, a Beneficiary may elect to
postpone the receipt of his benefits, subject to the requirements of paragraphs
(c) and (d).

      (g)   CONSENT TO EARLY DISTRIBUTIONS. Except as otherwise provided in
Section 9.8 (Method of Distribution) concerning the payment of small amounts, no
benefit payments may commence pursuant to the preceding provisions of this
Section prior to the Participant's Normal Retirement Date unless the Participant
requests the earlier commencement of payments in writing in a form acceptable to
the Plan Administrator.

9.8   METHOD OF DISTRIBUTION.

      (a)   STANDARD FORM OF PAYMENT. Subject to the Plan Administrator's right
to direct payment of benefits in the form of a single lump-sum payment pursuant
to paragraph (d) of this Section but despite any other provisions of this Plan
to the contrary, a Participant who is married on his Benefit Commencement Date
shall receive payment in the form of a lump-sum distribution, unless, not later
than the Benefit Commencement Date, the Participant elects, in the manner
described hereinafter, to receive payment in another form permitted by this
Section.

      (b)   OPTIONAL METHODS OF PAYMENT. Subject to the requirements of
paragraph (a), distribution of benefits may be made by means of any one (1) or
more of the following methods:

            (1)   LUMP SUM PAYMENT. A single lump-sum payment.

            (2)   INSTALLMENTS. By distribution in substantially equal monthly,
quarterly, semiannual or annual installments over a fixed period selected by the
Participant or Beneficiary that does not extend beyond the period determined
pursuant to paragraph (c) below; the amount to be paid in installments shall be
determined by dividing the value of the Participant's accounts as of the date
the determination is being made by the number of payments to be made, and
pending complete distribution of the Participant's accounts the Plan
Administrator shall direct the Trustee to segregate and invest the sums
attributable to his accounts in a segregated, fixed-income investment or
investments not regularly susceptible to decline in market value, such as
interest-bearing deposits with any Federally-insured institution, in which event
the Plan Administrator and the Trustee shall have no other investment
responsibility with regard to such sums during such period.

            (3)   IN KIND DISTRIBUTIONS. Subject to all of the other
requirements of this Section, including but not limited to paragraph (a), by
assigning to the Participant or Beneficiary any insurance policies held on the
Participant's life as an asset of the Trust Fund or any other asset held in the
Trust Fund. If distributions are made "in kind," or partly in cash and partly
"in kind," the fair market value of the assets distributed in kind, plus any
accompanying cash distribution, shall be equivalent to the value of such
distribution had it been made entirely in cash.

      (c)   MINIMUM DISTRIBUTION AND INCIDENTAL BENEFIT REQUIREMENTS. The
distribution of a Participant's interest must commence by the date


                                       48
<PAGE>
determined pursuant to Section 9.7(c) (Time of Distribution of Benefits - Death
After Commencement of Payments) (the "required beginning date"). Unless the
Participant's entire interest is distributed to him by the required beginning
date, the distributions must be made over a period certain not extending beyond
the life expectancy of the Participant, or over a period certain not extending
beyond the joint life and last survivor life expectancy of the Participant and
the Participant's designated Beneficiary. In addition, all benefit payment
options shall be structured so as to comply with the incidental benefit
requirements of Section 401(a)(9)(G) of the Code and any regulations issued
pursuant thereto, which require, generally, that certain minimum amounts be
distributed to a Participant during each calendar year, commencing with the
calendar year in which the Participant's required beginning date falls, in order
to assure that only "incidental" benefits are provided to a Participant's
Beneficiaries. All distributions made pursuant to the Plan shall comply with any
regulations issued by the United States Treasury Department under Section
401(a)(9) of the Code, including any regulations issued pursuant to Section
401(a)(9)(G), and such regulations shall override and supersede any conflicting
provisions of this Section or any other Section of this Plan. The provision of
this paragraph (c) shall control over any conflicting provisions of this Plan.

      (d)   DISTRIBUTION OF SMALL AMOUNTS. Notwithstanding any provision of this
Plan to the contrary, for Plan Years commencing on or after January 1, 2002, the
Plan Administrator shall direct the payment of benefits in a single lump sum if
the total amount distributable to the Participant from all of his accounts does
not exceed Five Thousand Dollars ($5,000.00). (For prior Plan Years the limit
was Three Thousand Five Hundred Dollars ($3,500.00)). The "look-back" rule has
been eliminated for distributions made after October 17, 2000 (or if later, the
date the Plan first complied with this provision in operation). This means, for
example, that prior hardship distributions (if permitted pursuant to Article
Nine (Distribution of Benefits)) do not need to be taken into account when
determining whether a Participant's accounts exceed Five Thousand Dollars
($5,000.00), and that even if a Participant has begun to receive installment
payments (if permitted under Article Nine (Distribution of Benefits)), the Plan
Administrator may direct the payment of benefits in a single lump sum if the
total amount distributable to the Participant from all of his accounts,
determined at the time of the first installment payment, did not exceed Five
Thousand Dollars ($5,000.00). No distribution may be made pursuant to the first
sentence of this Section after the Benefit Commencement Date unless the
Participant and the Participant's spouse, if any, (or where the Participant has
died, his spouse) consents in writing to the distribution. All distributions
pursuant to this paragraph may only be made after the Participant's employment
is terminated.

      (e)   AMOUNT OF DISTRIBUTION. For the purpose of determining the amount to
be distributed to Participants and Beneficiaries, the Participant's accounts
will be valued as of the Valuation Date preceding the date upon which
distribution is to commence, and the accounts shall then be adjusted to reflect
any contributions made by or on behalf of the Participant after such Valuation
Date.

      (f)   LIFE EXPECTANCIES. For purposes of this Plan, life expectancies
shall be calculated by use of the expected return multiples specified in Tables
V and VI of Section 1.72-9 of the regulations issued by the United States
Treasury Department, and in accordance with the rules and procedures specified
in regulations issued under Section 401(a)(9) of the Code, as such Tables and
regulations may be amended from time to time, or any Tables or regulations
subsequently issued in


                                       49
<PAGE>
replacement of said Tables or regulations. The life expectancy of a Participant
and his spouse may be recalculated annually. The life expectancy of any other
individual shall be calculated using the individual's attained age on his
birthday in the relevant calendar year (as determined in accordance with the
regulations issued pursuant to Section 401(a)(9) of the Code) and such
individual's life expectancy during any later calendar year shall be the life
expectancy as originally determined less the number of calendar years that have
elapsed since the calendar year of the initial determination.

      (g)   ADDITIONAL BENEFIT OPTIONS. The Plan Administrator may from time to
time expand the available benefit options by the adoption of written
administration procedures, which written procedures shall describe the
additional optional methods of payment and any limitations on their
availability. Once said procedures are adopted, the elimination or modification
of the additional methods of payment described therein will be subject to the
same rules and constraints that apply to the elimination or modification of the
optional methods of payment specifically described in paragraph (b) above.

      (h)   LIMITATION ON LUMP SUM PAYMENTS. The Plan Administrator may, in the
exercise of its discretion, adopt rules and procedures pursuant to which any
lump sum payments to which any Participant, spouse, or other Beneficiary may be
entitled will be payable in up to five (5) equal annual installments pursuant to
paragraph (b)(2). Such rules and procedures may not apply to lump sum payments
of Five Thousand Dollars ($5,000.00) or less and may apply only to lump sum
payments that exceed ten percent (10%) (or such greater percentage specified by
the Plan Administrator) of the value of the Trust Fund as of the last day of the
prior Plan Year. Any such rules or procedures adopted by the Plan Administrator
shall be reduced to writing and shall be communicated to a Participant, spouse,
or other Beneficiary at the time benefits become payable to the Participant or
Beneficiary. The rules and procedures shall be mandatory and shall preclude the
exercise of any discretion by the Plan Administrator, the Employer or the
Trustee.

9.9   DESIGNATION OF BENEFICIARY.

      Subject to Section 9.3 (Death), each Participant shall have the right to
designate, on forms supplied by and delivered to the Plan Administrator, a
Beneficiary or Beneficiaries to receive his benefits hereunder in the event of
the Participant's death. As provided in Section 9.3 (Death), if the Participant
is married when the Beneficiary designation is filed, the designation will be
ineffective unless the Participant's spouse consents to the election. Subject to
the spousal consent requirements, each Participant may change his Beneficiary
designation from time to time in the manner described above. Upon receipt of
such designation by the Plan Administrator, such designation or change of
designation shall become effective as of the date of the notice, whether or not
the Participant is living at the time the notice is received. There shall be no
liability on the part of the Employer, the Plan Administrator or the Trustee
with respect to any payment authorized by the Plan Administrator in accordance
with the most recent valid Beneficiary designation of the Participant in its
possession before receipt of a more recent and valid Beneficiary designation. If
no designated Beneficiary is living when benefits become payable, or if there is
no designated Beneficiary, the Beneficiary shall be the Participant's spouse; or
if no spouse is then living, such Participant's issue, including any legally
adopted child or children, in equal shares by right of representation; or if no
such designated Beneficiary and no such spouse or issue, including any legally
adopted child or children, is living upon the death of a Participant, or if all
such persons die prior to the full distribution of such Participant's benefits,
then the Beneficiary shall be the estate of the Participant.


                                       50
<PAGE>
9.10  PAYMENTS TO DISABLED.

      If a person entitled to any payment hereunder shall be under a legal
disability, or in the sole judgment of the Plan Administrator shall otherwise be
unable to apply such payment to his own interest and advantage, the Plan
Administrator in the exercise of its discretion may direct the Trustee to make
any such payment in any one (1) or more of the following ways: (a) directly to
such person; (b) to his legal guardian or conservator; or (c) to his spouse or
to any person charged with the legal duty of his support, to be expended for his
benefit. The decision of the Plan Administrator shall in each case be final and
binding upon all persons in interest.

9.11  UNCLAIMED ACCOUNTS; NOTICE.

      Neither the Employer, the Plan Administrator nor the Trustee shall be
obliged to search for, or ascertain the whereabouts of, any Participant or
Beneficiary. The Plan Administrator, by certified or registered mail addressed
to the Participant's or Beneficiary's last known address of record with the Plan
Administrator or the Employer, shall notify any Participant or Beneficiary that
he is entitled to a distribution under this Plan. If the Participant or
Beneficiary shall make no claim for benefits or shall fail to make his correct
address known, the Plan Administrator may direct the Trustee to segregate the
Participant's benefits in interest-bearing deposits with any Federally-insured
institution, and the Plan Administrator and the Trustee shall have no other
investment responsibility with regard to such benefits. After so segregating
such benefits, the Plan Administrator shall notify the Social Security
Administration of the Participant's (or Beneficiary's) failure to claim the
distribution to which he is entitled. The Plan Administrator shall request the
Social Security Administration to notify the Participant (or Beneficiary) in
accordance with any procedures it has established for this purpose. The
segregated deposits shall be entitled to all income they earn and shall bear all
expense or loss they incur, and such deposits shall not be subject to adjustment
pursuant to Section 6.3 (Valuation and Account Adjustments). Alternatively, if
the Participant or Beneficiary shall make no claim for benefits or shall fail to
make his correct address known, after two (2) years the Plan Administrator may,
in its sole discretion, cancel the Participant's Employer Contributions Account
and reallocate amounts credited to the Employer Contributions Account as
forfeitures. If the former Participant (or Beneficiary) shall subsequently make
a valid claim for benefits under the Plan, the Plan Administrator shall restore
the Employer Contributions Account of the Participant, and the Employer shall
make a special contribution in an amount equal to the Participant's account
balance at the time of the cancellation of his account.

9.12  UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.

      If, through misstatement or computation error, benefits are underpaid or
overpaid, there shall be no liability for any more than the correct benefit sums
under the Plan. Overpayments may be deducted from future payments under the
Plan, and underpayments may be added to future payments under the Plan. In lieu
of receiving reduced benefits under the Plan, a Participant or beneficiary may
elect to make a lump sum repayment of any overpayment.

9.13  TRANSFERS FROM THE PLAN.

      Upon receipt by the Plan Administrator of a written request from a
Participant who has separated or is separating from the Employer and has not yet
received distribution of his benefits under the Plan, the Plan Administrator
may, in its sole discretion, direct the Trustee to transfer such Participant's
vested interest in his accounts to the trustee or other administrative agent of
another


                                       51
<PAGE>
plan or trust or individual retirement account meeting the requirements for
qualified plans or trusts or individual retirement accounts under the Code,
which plan or trust or individual retirement account expressly provides for the
receipt of such transferred amounts. The Trustee shall make such transfer within
a reasonable time following receipt of such written direction by the Plan
Administrator. The Employer, the Plan Administrator and the Trustee shall not be
responsible for ascertaining whether the transferee plan, trust, or individual
retirement account is qualified under the Code, and the written request of the
Participant shall constitute a certification on the part of such Participant
that the plan, trust, or individual retirement account is qualified and provides
for such transfer.

9.14  ELIGIBLE ROLLOVER DISTRIBUTIONS.

      (a)   GENERAL. Notwithstanding any provisions 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 Plan
Administrator, to have any portion of an "eligible rollover distribution" paid
directly to an "eligible retirement plan" specified by the "distributee" in a
"direct rollover".

      (b)   DEFINITIONS.

            (1)   "Eligible rollover distribution": An "eligible rollover
distribution" is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: (i) any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary, or for a
specified period of ten (10) years or more; (ii) any distribution to the extent
such distribution is required under Section 401(a)(9) of the Code; (iii)
effective January 1, 1999, any hardship distribution described in Section
401(k)(2)(B)(i)(IV) of the Code; and (iv) the portion of any distribution that
is not includible in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities).

            (2)   "Eligible retirement plan": An "eligible retirement plan" is
an individual retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, or a qualified trust
described in Section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

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

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


                                       52
<PAGE>
                                   ARTICLE TEN
                           INALIENABILITY OF BENEFITS

10.1  NO ASSIGNMENT PERMITTED.

      (a)   GENERAL PROHIBITION. No Participant or Beneficiary, and no creditor
of a Participant or Beneficiary, shall have any right to assign, pledge,
hypothecate, anticipate or in any way create a lien upon the Trust Fund. All
payments to be made to Participants or their Beneficiaries shall be made only
upon their personal receipt or endorsement, except as provided in Section 9.10
(Payments to Disabled), and no interest in the Trust Fund shall be subject to
assignment or transfer or otherwise be alienable, either by voluntary or
involuntary act or by operation of law or equity, or subject to attachment,
execution, garnishment, sequestration, levy or other seizure under any legal,
equitable or other process, or be liable in any way for the debts or defaults of
Participants and Beneficiaries.

      (b)   PERMITTED ARRANGEMENTS. This Section shall not preclude arrangements
for the withholding of taxes from benefit payments, arrangements for the
recovery of benefit overpayments, arrangements for the transfer of benefit
rights to another plan, or arrangements for direct deposit of benefit payments
to an account in a bank, savings and loan association or credit union (provided
that such arrangement is not part of an arrangement constituting an assignment
or alienation). A Participant may also grant the Trustee a security interest in
his accounts as collateral for the repayment of a loan to the Participant
pursuant to and in accordance with Section 8.3 (Loans - General Rule). In
addition, effective for judgments, orders, and decrees issued, and settlement
agreements entered into, on or after, August 5, 1997, this Section shall not
preclude the offsetting of Plan benefits as permitted by Section 401(a)(13)(C)
of the Code. Additionally, this Section shall not preclude arrangements for the
distribution of the benefits of a Participant or Beneficiary pursuant to the
terms and provisions of a Qualified Domestic Relations Order in accordance with
the following provisions of this Article Ten.

10.2  QUALIFIED DOMESTIC RELATIONS ORDERS.

      A Qualified Domestic Relations Order is an order described in Section
401(a)(13) and Section 414(p) of the Code and Section 206(d)(3) of the Act that
permits distribution of benefits in a distribution mode provided under the Plan,
does not require payment of increased benefits and does not require payment of
benefits allocated to a different alternate payee under a prior Qualified
Domestic Relations Order.

10.3  PAYMENTS TO ALTERNATE PAYEES.

      (a)   EARLY PAYMENTS. An order requiring payment to an alternate payee
before a Participant has separated from employment may qualify as a Qualified
Domestic Relations Order even if it requires payment prior to the Participant's
"earliest retirement age." For purposes of this Section, "earliest retirement
age" shall mean the earlier of (1) the date on which the Participant could elect
to receive retirement benefits pursuant to this Plan and (2) the later of (i)
the date the Participant attains age fifty (50) or (ii) the earliest date on
which the Participant could begin receiving benefits under the Plan if the
Participant separated from service. If the order requires payments to commence
prior to a Participant's actual retirement, the amounts of the payments must be
determined as if the Participant had retired on the date on which such payments
are to begin under such order, but taking into account only the present account
balances at that time.


                                       53
<PAGE>
       (b) ALTERNATE PAYMENT FORMS. The order may call for the payment of
benefits to an alternate payee in any form in which benefits may be paid under
the Plan to the Participant, other than in the form of a joint and survivor
annuity with respect to the alternate payee and his or her subsequent spouse.

10.4  PROCESSING OF QUALIFIED DOMESTIC RELATIONS ORDERS.

      (a)   NOTICE. All decisions and determinations with respect to a domestic
relations order, including whether such order is a Qualified Domestic Relations
Order within the meaning of Section 401(a)(13) and Section 414(p) of the Code
and Section 206(d)(3) of the Act, shall be made by the Plan Administrator within
a reasonable time following its receipt of such order and in accordance with
such uniform and nondiscriminatory rules and procedures as may be adopted by the
Plan Administrator. Upon receipt of a domestic relations order, the Plan
Administrator shall notify the Participant or Beneficiary whose benefits may be
affected by such order of its receipt of such order. The Plan Administrator
shall also advise the Participant or Beneficiary and the alternate payee named
in the order of its rules and procedures relating to the determination of the
qualified status of such order.

      (b)   RETENTION OF PAYMENTS. If payment of benefits to the Participant or
Beneficiary has commenced at the time a domestic relations order is received by
the Plan Administrator or benefits become payable after receipt of such order,
the Plan Administrator shall direct the Trustee to segregate and hold the
amounts which would be payable to the alternate payee under the order if such
order is ultimately determined to be a Qualified Domestic Relations Order. If
the Plan Administrator determines that the order is a Qualified Domestic
Relations Order within eighteen (18) months of the segregation of benefits
payable to the alternate payee under such order, the Plan Administrator shall
direct the Trustee to pay the segregated amounts (plus any earnings thereon) as
well as such future amounts as may be specified in such order to the alternate
payee. If the Plan Administrator determines that the order is not a Qualified
Domestic Relations Order or is unable to determine whether such order is a
Qualified Domestic Relations Order within the eighteen (18) month period
following the segregation of benefits, the Plan Administrator shall direct the
Trustee to pay the segregated amounts (plus any earnings thereon) to the
Participant or Beneficiary, unless the Plan Administrator has adopted rules and
regulations that permit the Plan Administrator to delay payment of the
segregated amounts, in which case payment of the segregated amounts will be paid
in accordance with such rules and regulations. A determination by the Plan
Administrator after the close of such eighteen (18) month period that the order
is a Qualified Domestic Relations Order shall be applied prospectively. All
determinations of the Plan Administrator hereunder with respect to the status of
an order as a Qualified Domestic Relations Order shall be binding and conclusive
on all interested parties, subject to the provisions of Section 11.4 (Claims).

10.5  RESPONSIBILITY OF ALTERNATE PAYEES.

      Any person claiming to be an alternate payee under a Qualified Domestic
Relations Order shall be responsible for supplying the Plan Administrator with a
certified or otherwise authenticated copy of the order and any other information
or evidence that the Plan Administrator deems necessary in order to substantiate
the individual's claim or the status of the order as a Qualified Domestic
Relations Order.


                                       54
<PAGE>
                                 ARTICLE ELEVEN
                                 ADMINISTRATION

11.1  PLAN ADMINISTRATOR.

      The Employer shall be the Plan Administrator, but it may delegate its
duties as such to a committee appointed in accordance with Section 11.5
(Creation of Committee).

11.2  ALLOCATION OF FIDUCIARY RESPONSIBILITY.

      The Plan Administrator is the named fiduciary with respect to the
administration of the Plan. It shall not be responsible for any fiduciary
functions or other duties assigned to the Trustee pursuant to this Plan or the
Trust Agreement.

11.3  POWERS OF THE PLAN ADMINISTRATOR.

      (a)   GENERAL POWERS. The Plan Administrator shall have the power and
discretion to perform the administrative duties described in this Plan or
required for proper administration of the Plan and shall have all powers
necessary to enable it to properly carry out such duties. Without limiting the
generality of the foregoing, the Plan Administrator shall have the power and
discretion to construe and interpret this Plan, to hear and resolve claims
relating to this Plan, and to decide all questions and disputes arising under
this Plan. The Plan Administrator shall determine, in its discretion, the
eligibility of employees to participate in the Plan, to determine the service
credited to the Employees, the status and rights of a Participant, and the
identity of the Beneficiary or Beneficiaries entitled to receive any benefits
payable hereunder on account of the death of a Participant.

      (b)   BENEFIT PAYMENTS. Benefits under this Plan will be paid only if the
Plan Administrator determines, in its discretion, that a Participant, or a
Participant's Beneficiary, is entitled to them. Except as is otherwise provided
hereunder, the Plan Administrator shall determine the manner and time of payment
of benefits under this Plan. All benefit disbursements by the Trustee shall be
made upon the instructions of the Plan Administrator.

      (c)   DECISIONS FINAL. The decision of the Plan Administrator upon all
matters within the scope of its authority shall be binding and conclusive upon
all persons.

      (d)   REPORTING AND DISCLOSURE. The Plan Administrator shall file all
reports and forms lawfully required to be filed by the Plan Administrator with
any governmental agency or department, federal or state, and shall distribute
any forms, reports, statements or Plan descriptions lawfully required to be
distributed to Participants and others by any governmental agency or department,
federal or state.

      (e)   INVESTMENT. The Plan Administrator shall keep itself advised with
respect to the investment of the Trust Fund and shall report to the Employer
regarding the investment and reinvestment of the Trust Fund not less frequently
than annually. The Plan Administrator shall have power to direct specific
investments of the Trust Fund only where such power is expressly conferred by
this Plan and only to the extent described in this Plan. All other investment
duties shall be the responsibility of the Trustee.


                                       55
<PAGE>
      (f)   ELECTRONIC ADMINISTRATION. The Plan Administrator shall have the
authority to employ alternative means (including, but not limited to,
electronic, internet, intranet, voice response, or telephonic) by which
Participants may submit elections, directions, and forms required for
participation in, and the administration of, this Plan. If the Plan
Administrator chooses to use these alternative means, any elections, directions
or forms submitted in accordance with the rules and procedures promulgated by
the Plan Administrator will be deemed to satisfy any provision of this Plan
calling for the submission of a written election, direction or form.

11.4  CLAIMS.

      (a)   FILING OF CLAIM. A Participant or Beneficiary entitled to benefits
need not file a written claim to receive benefits. If an Employee, Participant,
Beneficiary or any other person is dissatisfied with the determination of his
benefits, eligibility, participation or any other right or interest under this
Plan, such person may file a written statement setting forth the basis of the
claim with the Plan Administrator in a manner prescribed by the Plan
Administrator. In connection with the determination of a claim, or in connection
with review of a denied claim, the claimant may examine this Plan and any other
pertinent documents generally available to Participants relating to the claim
and such Participant may submit written comments, documents, records and other
information relating to the claim for benefits.

      (b)   NOTICE OF DECISION. A written notice of the disposition of any such
claim shall be furnished to the claimant within ninety (90) days after the claim
is filed with the Plan Administrator, provided that the Plan Administrator may
have an additional period of up to ninety (90) days to decide the claim if it
determines that special circumstances require an extension of time to decide the
claim and it advises the claimant in writing of the need for an extension
(including an explanation of the special circumstances requiring the extension)
and the date on which it expects to decide the claim. The notice of disposition
of a claim shall set forth:

            (1)   the specific reason(s) for denial of the claim;

            (2)   reference to the specific Plan provisions upon which the
determination is based;

            (3)   a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary;

            (4)   an explanation of the Plan's appeal procedure; and effective
for claims filed on or after January 1, 2002, an explanation of the time limits
applicable to the Plan's appeal procedures, including a statement of the
claimant's right to bring a civil action under Section 502(a) of the Act.

      (c)   APPEAL. If the claim is denied, in whole or in part, the notice of
decision referred to in Section 11.4(b) (Claims - Notice of Decision) shall
include a statement that an appeal procedure is available. Within sixty (60)
days after receiving the written notice of the Plan Administrator's disposition
of the claim, the claimant, or the claimant's duly authorized representative,
may request in writing that the Plan Administrator review the denied claim. The
claimant may submit a written statement of his claim (including any written
comments,


                                       56
<PAGE>
documents, records and other information relating to the claim) and the reasons
for granting the claim. The Plan Administrator shall have the right to request
of and receive from a claimant such additional information, documents or other
evidence as the Plan Administrator may reasonably require. If the claimant does
not request a review of the denied claim within sixty (60) days after receiving
written notice of the Plan Administrator's disposition of the claim, the
claimant shall be deemed to have accepted the Plan Administrator's written
disposition, unless the claimant shall have been physically or mentally
incapacitated so as to be unable to request review within the sixty (60) day
period.

      For claims filed on or after January 1, 2002, the following additional
rules shall apply:

            (1)   the claimant will be provided, 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 such relevance to be
determined in accordance with Section 11.4(e) (Claims - "Relevance"); and

            (2)   the review shall take into account all comments, documents,
records and other information submitted by the claimant relating to the claim,
without regard to whether such documents, records or other information was
submitted or considered in the initial benefit determination.

      (d)   DECISION FOLLOWING APPEAL. A decision on appeal shall be rendered in
writing by the Plan Administrator ordinarily not later than sixty (60) days
after the claimant requests review of a denied claim, and a written copy of such
decision shall be delivered to the claimant. If special circumstances require an
extension of the ordinary period, the Plan Administrator shall so notify the
claimant of the extension with such notice containing an explanation of the
special circumstances requiring the extension and the date by which the Plan
Administrator expects to render a decision. The denial notice referred to in the
first sentence of this paragraph (d) shall set forth:

            (1)   the specific reason(s) for denial of the claim;

            (2)   reference to the specific Plan provisions upon which the
denial is based;

            (3)   a statement 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;
and

            (4)   effective for claims filed on or after January 1, 2002, a
statement of the claimant's right to bring a civil action under Section 502(a)
of the Act.

      (e)   "RELEVANCE". For purpose of this Section 11.4, documents, records,
or other information shall be considered "relevant" to a claimant's claim for
benefits if such documents, records or other information:

            (1)   were relied upon in making the benefit determination;


                                       57
<PAGE>
            (2)   were submitted, considered, or generated in the course of
making the benefit determination, without regard to whether such documents,
records or other information were relied upon in making the benefit
determination; or

            (3)   demonstrate compliance with the administrative processes and
safeguards required pursuant to this Section 11.4 regarding the making of the
benefit determination.

      (f)   DECISIONS FINAL; PROCEDURES MANDATORY. To the extent permitted by
law, a decision on review by the Plan Administrator shall be binding and
conclusive upon all persons whomsoever. To the extent permitted by law,
completion of the claims procedures described in this Section shall be a
mandatory precondition that must be complied with prior to commencement of a
legal or equitable action in connection with the Plan by a person claiming
rights under the Plan or by another person claiming rights through such a
person. The Plan Administrator may, in its sole discretion, waive these
procedures as a mandatory precondition to such an action.

      (g)   TIME FOR FILING LEGAL OR EQUITABLE ACTION. Any legal or equitable
action filed in connection with the Plan by a person claiming rights under the
Plan or by another person claiming rights through such a person must be
commenced not later than the earlier of: (1) the shortest applicable statute of
limitations provided by law; (2) two (2) years from the date the written copy of
the Plan Administrator's decision on review is delivered to the claimant in
accordance with Section 11.4(d) (Claims - Decision Following Review); or (3) two
(2) years after the claim is deemed to be denied pursuant to Section 11.4(d)
(Claims - Decision Following Review).

11.5  CREATION OF COMMITTEE.

      The Employer may appoint a committee to perform its duties as Plan
Administrator by the adoption of appropriate Board resolutions. The committee
shall consist of at least two (2) members, and they shall hold office during the
pleasure of the Board. The committee members shall serve without compensation
but shall be reimbursed for all expenses by the Employer. The committee shall
conduct itself in accordance with the provisions of this Article Eleven. The
members of the committee may resign with thirty (30) days notice in writing to
the Employer and may be removed immediately at any time by written notice from
the Employer.

11.6  CHAIRMAN AND SECRETARY.

      The committee shall elect a chairman from among its members and shall
select a secretary who is not required to be a member of the committee and who
may be authorized to execute any document or documents on behalf of the
committee. The secretary of the committee or his designee shall record all acts
and determinations of the committee and shall preserve and retain custody of all
such records, together with such other documents as may be necessary for the
administration of this Plan or as may be required by law.

11.7  APPOINTMENT OF AGENTS.

      The committee may appoint such other agents, who need not be members of
the committee, as it may deem necessary for the effective performance of its
duties, whether ministerial or


                                       58
<PAGE>
discretionary, as the committee may deem expedient or appropriate. The
compensation of any agents who are not Employees of the Employer shall be fixed
by the committee within any limitations set by the Board.

11.8  MAJORITY VOTE AND EXECUTION OF INSTRUMENTS.

      In all matters, questions and decisions, the action of the committee shall
be determined by a majority vote of its members. They may meet informally or
take any ordinary action without the necessity of meeting as a group. All
instruments executed by the committee shall be executed by a majority of its
members or by any member of the committee designated to act on its behalf.

11.9  ALLOCATION OF RESPONSIBILITIES AMONG COMMITTEE MEMBERS.

      The committee may allocate responsibilities among its members or designate
other persons to act on its behalf. Any allocation or designation, however, must
be set forth in writing and must be retained in the permanent records of the
committee.

11.10 CONFLICT OF INTEREST.

      No member of the committee who is a Participant shall take any part in any
action in connection with his participation as an individual. Such action shall
be voted or decided by the remaining members of the committee.

11.11 OTHER FIDUCIARY CAPACITIES.

      The members of the committee may also serve in any other fiduciary
capacity, and, specifically, all or some members of the committee may serve as
Trustee. Notwithstanding any other provision of this Plan, if and so long as any
two (2) members of the committee also serve as Trustee, any provision of this
Plan or the Trust Agreement which requires a direction, certification,
notification, or other communication from the Plan Administrator to the Trustee
shall be inapplicable. If and so long as any two (2) members of the committee
also serve as Trustee, any action taken by either the committee or the Trustee
shall be deemed to be taken by the appropriate party.

                                 ARTICLE TWELVE
                             SCOPE OF RESPONSIBILITY

12.1  SCOPE OF RESPONSIBILITY.

      (a)   GENERAL. The Employer, the Plan Administrator, the investment
manager and the Trustee shall perform the duties respectively assigned to them
under this Plan and the Trust Agreement and shall not be responsible for
performing duties assigned to others under the terms and provisions of this Plan
or the Trust Agreement. No inference of approval or disapproval is to be made
from the inaction of any party described above or the employee or agent of any
of them with regard to the action of any other such party. Persons,
organizations or corporations acting in a position of any fiduciary
responsibility with respect to the Plan or the Trust Fund may serve in more than
one fiduciary capacity.

      (b)   ADVISORS. The Employer, the Plan Administrator and the Trustee shall
have authority to employ advisors, legal counsel, accountants and investment
managers in connection with


                                       59
<PAGE>
the administration of the Trust Fund, as set forth in the Trust Agreement. To
the extent permitted by applicable law, the Employer, the Plan Administrator and
the Trustee shall not be liable for complying with the directions of any
advisors, legal counsel, accountants or investment managers appointed pursuant
to this Plan or the Trust Agreement.

      (c)   INDEMNIFICATION. To the extent permitted by law, the Employer shall
and does hereby jointly and severally indemnify and agree to hold harmless its
employees, officers and directors who serve in fiduciary capacities with respect
to the Plan and the Trust Agreement from all loss, damage, or liability, joint
or several, including payment of expenses in connection with defense against any
such claim, for their acts, omissions and conduct, and for the acts, omissions
and conduct of their duly appointed agents, which acts, omissions, or conduct
constitute or are alleged to constitute a breach of such individual's fiduciary
or other responsibilities under the Act or any other law, except for those acts,
omissions, or conduct resulting from his own willful misconduct, willful failure
to act, or gross negligence; provided, however, that if any party would
otherwise be entitled to indemnification hereunder in respect of any liability
and such party shall be insured against loss as a result of such liability by
any insurance contract or contracts, such party shall be entitled to
indemnification hereunder only to the extent by which the amount of such
liability shall exceed the amount thereof payable under such insurance contract
or contracts.

      (d)   INSURANCE. The Employer may obtain insurance covering itself and
others for breaches of fiduciary obligations under this Plan or the Trust
Agreement to the extent permitted by law, and nothing in the Plan or the Trust
Agreement shall restrict the right of any person to obtain such insurance for
himself in connection with the performance of his duties under this Plan or the
Trust Agreement. No bond shall be required of the Trustee unless required by law
notwithstanding this provision. The Trustee, the Plan Administrator and the
Employer do not in any way guarantee the Trust Fund from loss or depreciation.
The Employer does not guarantee the payment of any money which may be or become
due to any person from the Trust Fund, and the liability of the Plan
Administrator and the Trustee to make any payment hereunder at any and all times
will be limited to the then available assets of the Trust Fund.

12.2  BONDING.

      The Employer shall procure bonds for every "bondable fiduciary" in an
amount not less than ten percent (10%) of the amount of funds handled and in no
event less than One Thousand Dollars ($1,000.00), except the Employer shall not
be required to procure such bonds if the person is exempted from the bonding
requirement by law or regulation or if the Secretary of Labor exempts the Trust
from the bonding requirements. The bonds shall conform to the requirements of
the Act and regulations thereunder. For purposes of this Section, the term
"bondable fiduciary" shall mean any person who handles funds or other property
of the Trust Fund.

12.3  PROHIBITION AGAINST CERTAIN PERSONS HOLDING POSITIONS.

      No person who has been convicted of a felony shall be permitted to serve
as a fiduciary, officer, trustee, custodian, counsel, agent, or employee of this
Plan, or as a consultant to this Plan unless permitted under the Act and
regulations thereunder. The Plan Administrator shall ascertain to the extent
practical that no violation of this Section occurs. In any event, no person
knowingly shall permit any other person to serve in any capacity which would
violate this Section.


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<PAGE>
12.4  STANDARD OF REVIEW.

      The Employer intends to retain for itself the maximum discretion permitted
by law and to confer the maximum discretionary authority permitted by law upon
the Plan Administrator, the Trustee and all other Plan fiduciaries. All actions
taken by the Employer, the Plan Administrator, the Trustee and all other Plan
fiduciaries shall be taken in their sole and absolute discretion and all
decisions shall be binding and conclusive on all persons whomsoever. As a
result, any determination, including a factual determination, made by the
Employer, the Plan Administrator, the Trustee or any other Plan fiduciary shall
be overturned by a court only if it was "arbitrary and capricious" or an "abuse
of discretion."

                                ARTICLE THIRTEEN
                        AMENDMENT, MERGER AND TERMINATION

13.1  AMENDMENT.

      The Employer shall have the right at any time, by an instrument in writing
duly executed, acknowledged and delivered to the Plan Administrator and the
Trustee, to modify, alter or amend this Plan, in whole or in part, prospectively
or retroactively; provided, however, that the duties and liabilities of the Plan
Administrator and the Trustee hereunder shall not be substantially increased
without their written consent; and provided further that the amendment shall not
reduce any Participant's interest in the Plan, calculated as of the date on
which the amendment is adopted. If the Plan is amended by the Board after it is
adopted by an Affiliate, unless otherwise expressly provided, it shall be
treated as so amended by such Affiliate without the necessity of any action on
the part of the Affiliate.

13.2  PLAN MERGER OR CONSOLIDATION.

      Subject to the restrictions noted in this Section, the Employer reserves
the right to merge or consolidate this Plan with any other plan or to direct the
Trustee to transfer the assets held in the Trust Fund and/or the liabilities of
this Plan to any other plan or to accept a transfer of assets and liabilities
from any other plan. In the event of the merger or consolidation of this Plan
and the Trust Fund with any other plan, or a transfer of assets or liabilities
to or from the Trust Fund to or from any other such plan, then each Participant
shall be entitled to a benefit immediately after such merger, consolidation or
transfer (determined as if the plan was then terminated) that is equal to or
greater than the benefit he would have been entitled to receive immediately
before such merger, consolidation or transfer (if this Plan had then
terminated).

13.3  MERGER OR CONSOLIDATION OF EMPLOYER.

      The Plan shall not be automatically terminated by the Employer's
acquisition by or merger into any other employer, but the Plan shall be
continued after such acquisition or merger if the successor employer elects and
agrees to continue the Plan and to become a party to the Trust Agreement. All
rights to amend, modify, suspend, or terminate the Plan shall be transferred to
the successor employer, effective as of the date of the merger.


                                       61
<PAGE>
13.4  TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.

      (a)   COMPLETE TERMINATION OR DISCONTINUANCE. It is the expectation of the
Employer that this Plan and the payment of contributions hereunder will be
continued indefinitely. However, continuance of the Plan is not assumed as a
contractual obligation of the Employer, and the right is reserved at any time to
terminate this Plan or to reduce, temporarily suspend or discontinue
contributions hereunder. In the event the Board decides that it is impossible or
inadvisable for the Employer to make its contributions as herein provided, the
Board shall have the power to terminate this Plan or its contributions by
appropriate resolution. A certified copy of such resolution or resolutions shall
be delivered to the Trustee. In such event or in the event the Employer shall
discontinue contributions without the delivery to the Trustee of such a
resolution, then after the date specified in such resolution, or after the date
of such discontinuance of contributions, the balance credited to the Employer
Contributions Account of each affected Participant shall be fully vested and
nonforfeitable.

      (b)   LIQUIDATION OF TRUST FUND. In the event of termination of the Plan
(and the Employer does not establish or maintain a successor defined
contribution plan, in accordance with the provisions set forth in Treasury
Regulations Section 1.401(k)-1(d)(3)), the Plan Administrator shall either
promptly direct the Trustee to liquidate and distribute all assets remaining in
the Trust Fund to Participants in accordance with Section 9.8 (Method of
Distribution) as though their employment with the Employer had terminated or
shall direct the Trustee to continue the Plan, in which event benefits shall be
distributed at the times and in the manner specified in Article Nine
(Distribution of Benefits). Upon the liquidation of all assets of the Trust
Fund, the Plan Administrator, after deducting all costs and expenses of
liquidation and distribution, shall make the allocations required under Section
6.3 (Valuation and Account Adjustments) where applicable, with the same effect
as though the date of completion of liquidation were a Valuation Date. No
distributions shall be made after termination of the Plan which relate solely to
the termination of the Plan until a reasonable time after the Employer has
received from the United States Treasury Department a determination under the
provisions of the Code as to the effect of such termination or discontinuance
upon the qualification of the Plan. In the event such determination is
unfavorable, then prior to making any distributions hereunder, the Trustee shall
pay any Federal or state income taxes due because of the income of the Trust
Fund and shall then distribute the balance in the manner above provided. The
Employer may, by written notice delivered to the Trustee, waive the Employer's
right hereunder to apply for such a determination, and if no application for
determination shall have been made within sixty (60) days after the date
specified in the termination resolution or after the date of discontinuance of
contributions, the Employer shall be deemed to have waived such right.

      (c)   PARTIAL TERMINATION. If the Plan is terminated or contributions are
discontinued with respect to a group or class of Participants, then after the
date of partial termination or partial discontinuance of contributions, the
balances credited to the Employer Contributions Accounts of all Participants
affected by such partial termination or partial discontinuance of contributions
shall become fully vested and nonforfeitable and the accounts of such
Participants either shall be distributed or held pending the subsequent
termination of employment of such Participants, as provided in paragraph (b)
above.


                                       62
<PAGE>
13.5  LIMITATION OF EMPLOYER LIABILITY.

      The adoption of this Plan is strictly a voluntary undertaking on the part
of the Employer and shall not be deemed to constitute a contract between the
Employer and any Employee or Participant or to be consideration for, an
inducement to, or a condition of the employment of any Employee. A Participant,
Employee, or Beneficiary shall not have any right to retirement or other
benefits except to the extent provided herein.

                                ARTICLE FOURTEEN
                               GENERAL PROVISIONS

14.1  LIMITATION ON PARTICIPANTS' RIGHTS.

      Participation in the Plan shall not give any Employee the right to be
retained in the Employer's employ or any right or interest in the Trust Fund
other than as herein provided. The Employer reserves the right to dismiss any
Employee without any liability for any claim either against the Trust Fund,
except to the extent herein provided, or against the Employer.

14.2  EXCLUSIVE BENEFIT.

      Except as otherwise provided herein or in the Trust Agreement, it shall be
impossible for any part of the Trust Fund to be used for or diverted to purposes
other than for the exclusive benefit of Participants and their Beneficiaries,
except that payment of taxes and administration expenses may be made from the
Trust Fund as provided in the Trust Agreement.

14.3  UNIFORM ADMINISTRATION.

      Whenever in the administration of the Plan any action is required by the
Plan Administrator, such action shall be uniform in nature as applied to all
persons similarly situated and no such action shall be taken which will
discriminate in favor of Highly Compensated Employees.

14.4  HEIRS AND SUCCESSORS.

      All of the provisions of this Plan shall be binding upon all persons who
shall be entitled to any benefits hereunder, and their heirs and legal
representatives.

14.5  ASSUMPTION OF QUALIFICATION.

      Unless and until advised to the contrary, the Trustee may assume that the
Plan is a qualified plan under the provisions of the Code relating to such
plans, and that the Trust Fund is entitled to exemption from income tax under
such provisions.

14.6  INSURANCE PROHIBITED.

      The Trustee may not purchase insurance on the life of any Plan
Participant.


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<PAGE>
14.7  COMPLIANCE WITH USERRA.

      Notwithstanding any provision of the Plan to the contrary, effective
December 12, 1994, contributions, benefits and service credit with respect to
qualified military service, as defined in Section 414(u)(5) of the Code, will be
provided in accordance with Section 414(u) of the Code.


                                       64
<PAGE>
14.8  STATE COMMUNITY PROPERTY LAWS.

      The terms and conditions of this Plan shall be applicable without regard
to the community property laws of any state.

      IN WITNESS WHEREOF, the Employer has caused this Plan to be executed by
its duly authorized representative on this ____ day of October, 2001.

                                            APOLLO GROUP, INC.



                                            By________________________________
                                              Its_______________________________


                                       65
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>

ARTICLE One           EFFECTIVE DATE......................................    1

      1.1   EFFECTIVE DATE................................................    1
      1.2   APPLICATION...................................................    1


ARTICLE Two           DEFINITIONS AND CONSTRUCTION........................    1

      2.1   DEFINITIONS...................................................    1
      2.2   TOP HEAVY PLAN PROVISIONS.....................................   10
      2.3   HIGHLY COMPENSATED EMPLOYEE...................................   11
      2.4   CONSTRUCTION..................................................   12


ARTICLE Three         ELIGIBILITY AND PARTICIPATION.......................   13

      3.1   ELIGIBILITY AND PARTICIPATION.................................   13
      3.2   ENROLLMENT AS A PARTICIPANT...................................   13
      3.3   CREDITING OF SERVICE..........................................   14
      3.4   EFFECT OF REHIRING............................................   14
      3.5   AUTHORIZED LEAVES OF ABSENCE..................................   14
      3.6   AFFILIATED EMPLOYERS AND ACQUIRED COMPANIES...................   15
      3.7   TERMINATION OF PARTICIPATION..................................   15
      3.8   TRANSFERS TO AND FROM AN ELIGIBLE CLASS OF EMPLOYEES..........   15
      3.9   LEASED EMPLOYEES..............................................   16
      3.10  WAIVER OF PARTICIPATION.......................................   16


ARTICLE Four          EMPLOYEE CONTRIBUTIONS..............................   16

      4.1   PRE-TAX CONTRIBUTIONS.........................................   16
      4.2   LIMITS ON PRE-TAX CONTRIBUTIONS...............................   17
      4.3   LIMITATION ON CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES...   18
      4.4   DESIGNATION AND CHANGE OF DESIGNATION OF PRE-TAX
            CONTRIBUTIONS.................................................   21
      4.5   SUSPENSION OF PRE-TAX CONTRIBUTIONS...........................   22
      4.6   AFTER-TAX CONTRIBUTIONS.......................................   22
      4.7   ROLLOVER CONTRIBUTIONS........................................   23


ARTICLE Five          EMPLOYER CONTRIBUTIONS..............................   24

      5.1   EMPLOYER CONTRIBUTIONS........................................   24
      5.2   CONDITIONAL NATURE OF CONTRIBUTIONS...........................   26
      5.3   LIMITATION ON CONTRIBUTIONS...................................   27
</TABLE>


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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
      5.4   ADJUSTMENT OF EMPLOYER MATCHING CONTRIBUTIONS ACCOUNT.........   30


ARTICLE Six           ACCOUNTING..........................................   30

      6.1   SEPARATE ACCOUNTS.............................................   30
      6.2   ALLOCATION OF CONTRIBUTIONS...................................   31
      6.3   VALUATION AND ACCOUNT ADJUSTMENTS.............................   32
      6.4   LIMITATIONS ON ANNUAL ADDITIONS...............................   33


ARTICLE Seven         VESTING.............................................   35

      7.1   FULL VESTING..................................................   35
      7.2   AMENDMENTS TO VESTING SCHEDULE................................   36


ARTICLE Eight         INVESTMENT OF ACCOUNTS..............................   36

      8.1   ADMINISTRATION OF TRUST FUND; SOURCE OF PAYMENTS..............   36
      8.2   PARTICIPANT DIRECTED INDIVIDUAL ACCOUNT PLAN..................   37
      8.3   LOANS - GENERAL RULE..........................................   40
      8.4   SPOUSAL CONSENT REQUIRED......................................   40
      8.5   AMOUNT OF LOAN; SECURITY......................................   40
      8.6   TERMS OF LOAN.................................................   41
      8.7   DEFAULT.......................................................   41


ARTICLE Nine          DISTRIBUTION OF BENEFITS............................   42

      9.1   NORMAL AND LATE RETIREMENT....................................   42
      9.2   DISABILITY RETIREMENT.........................................   42
      9.3   DEATH.........................................................   42
      9.4   OTHER DISTRIBUTION EVENTS, INCLUDING SEPARATIONS FROM
            EMPLOYMENT....................................................   43
      9.5   HARDSHIP DISTRIBUTIONS........................................   43
      9.6   AGE 59 1/2 DISTRIBUTIONS......................................   45
      9.7   TIME OF DISTRIBUTION OF BENEFITS..............................   46
      9.8   METHOD OF DISTRIBUTION........................................   48
      9.9   DESIGNATION OF BENEFICIARY....................................   51
      9.10  PAYMENTS TO DISABLED..........................................   51
      9.11  UNCLAIMED ACCOUNTS; NOTICE....................................   51
      9.12  UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.......................   52
      9.13  TRANSFERS FROM THE PLAN.......................................   52
      9.14  ELIGIBLE ROLLOVER DISTRIBUTIONS...............................   52
</TABLE>


                                      -ii-
<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>

ARTICLE Ten           INALIENABILITY OF BENEFITS..........................   53

      10.1  NO ASSIGNMENT PERMITTED.......................................   53
      10.2  QUALIFIED DOMESTIC RELATIONS ORDERS...........................   54
      10.3  PAYMENTS TO ALTERNATE PAYEES..................................   54
      10.4  PROCESSING OF QUALIFIED DOMESTIC RELATIONS ORDERS.............   54
      10.5  RESPONSIBILITY OF ALTERNATE PAYEES............................   55


ARTICLE Eleven        ADMINISTRATION......................................   55

      11.1  PLAN ADMINISTRATOR............................................   55
      11.2  ALLOCATION OF FIDUCIARY RESPONSIBILITY........................   55
      11.3  POWERS OF THE PLAN ADMINISTRATOR..............................   55
      11.4  CLAIMS........................................................   56
      11.5  CREATION OF COMMITTEE.........................................   58
      11.6  CHAIRMAN AND SECRETARY........................................   58
      11.7  APPOINTMENT OF AGENTS.........................................   58
      11.8  MAJORITY VOTE AND EXECUTION OF INSTRUMENTS....................   58
      11.9  ALLOCATION OF RESPONSIBILITIES AMONG COMMITTEE MEMBERS........   58
      11.10 CONFLICT OF INTEREST..........................................   58
      11.11 OTHER FIDUCIARY CAPACITIES....................................   59


ARTICLE Twelve        SCOPE OF RESPONSIBILITY.............................   59

      12.1  SCOPE OF RESPONSIBILITY.......................................   59
      12.2  BONDING.......................................................   60
      12.3  PROHIBITION AGAINST CERTAIN PERSONS HOLDING POSITIONS.........   60
      12.4  STANDARD OF REVIEW............................................   60


ARTICLE Thirteen      AMENDMENT, MERGER AND TERMINATION...................   60

      13.1  AMENDMENT.....................................................   60
      13.2  PLAN MERGER OR CONSOLIDATION..................................   61
      13.3  MERGER OR CONSOLIDATION OF EMPLOYER...........................   61
      13.4  TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS........   61
      13.5  LIMITATION OF EMPLOYER LIABILITY..............................   62


ARTICLE Fourteen      GENERAL PROVISIONS..................................   62

      14.1  LIMITATION ON PARTICIPANTS' RIGHTS............................   62
      14.2  EXCLUSIVE BENEFIT.............................................   62
</TABLE>


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<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
      14.3  UNIFORM ADMINISTRATION........................................   63
      14.4  HEIRS AND SUCCESSORS..........................................   63
      14.5  ASSUMPTION OF QUALIFICATION...................................   63
      14.6  INSURANCE PROHIBITED..........................................   63
      14.7  COMPLIANCE WITH USERRA........................................   63
      14.8  STATE COMMUNITY PROPERTY LAWS.................................   64
</TABLE>


                                      -iv-