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                       PETCO ANIMAL SUPPLIES 401(K) PLAN





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                            ADOPTION AGREEMENT # 009
               NONSTANDARDIZED CODE SECTION 401(k) PROFIT SHARING PLAN

The undersigned, PETCO ANIMAL SUPPLIES ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the THE
CHICAGO TRUST COMPANY Defined Contribution Master Plan (basic plan document #01)
by adopting the accompanying Plan and Trust in full as if the Employer were a
signatory to that Agreement. The Employer makes the following elections
granted under the provisions of the Master Plan.

                                   ARTICLE I
                                  DEFINITIONS

         1.02  TRUSTEE. The Trustee executing this Adoption Agreement is:
         (CHOOSE (a) OR (b))

[N/A]    (a)   A discretionary Trustee. See Section 10.03[A] of the Plan.

[X]      (b)   A nondiscretionary Trustee. See Section 10.03[B] of the Plan.
         [NOTE: THE EMPLOYER MAY NOT ELECT OPTION (b) IF A CUSTODIAN EXECUTES
         THE ADOPTION AGREEMENT.]

         1.03  PLAN. The name of the Plan as adopted by the Employer is PETCO
ANIMAL SUPPLIES 401(k) PLAN.

         1.07  EMPLOYEE. The following Employees are not eligible to participate
in the Plan: (CHOOSE (a) OR AT LEAST ONE OF (b) THROUGH (g))

[N/A]    (a)   No exclusions.

[X]      (b)   Collective bargaining employees (as defined in Section 1.07 of
         the Plan). [NOTE: IF THE EMPLOYER EXCLUDES UNION EMPLOYEES FROM THE
         PLAN, THE EMPLOYER MUST BE ABLE TO PROVIDE EVIDENCE THAT RETIREMENT
         BENEFITS WERE THE SUBJECT OF GOOD FAITH BARGAINING.]

[X]      (c)   Nonresident aliens who do not receive any earned income (as
         defined in Code Section 911(d)(2)) from the Employer which constitutes
         United States source income (as defined in Code Section 861(a)(3)).

[N/A]    (d)   Commission Salesmen.

[N/A]    (e)   Any Employee compensated on a salaried basis.

[N/A]    (f)   Any Employee compensated on an hourly basis.

[N/A]    (g) (SPECIFY) __.

LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (CHOOSE (h) OR (i))

[X]      (h)   Not eligible to participate in the Plan.

[N/A]    (i)   Eligible to participate in the Plan, unless excluded by reason
         of an exclusion classification elected under this Adoption Agreement
         Section 1.07.

                                       1
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RELATED EMPLOYERS. If any member of the Employer's related group (as defined
in Section 1.30 of the Plan) executes a Participation Agreement to this
Adoption Agreement, such member's Employees are eligible to participate in
this Plan, unless excluded by reason of an exclusion classification elected
under this Adoption Agreement Section 1.07. In addition: (CHOOSE (j) OR (k))

[X]      (j)   No other related group member's Employees are eligible to
         participate in the Plan.

[N/A]    (k)   The following nonparticipating related group member's Employees
         are eligible to participate in the Plan unless excluded by reason of
         an exclusion classification elected under this Adoption Agreement
         Section 1.07: __.

         1.12  COMPENSATION.

TREATMENT OF ELECTIVE CONTRIBUTIONS. (CHOOSE (a) OR (b))

[X]      (a)   "Compensation" includes elective contributions made by the
         Employer on the Employee's behalf.

[N/A]    (b)   "Compensation" does not include elective contributions.

MODIFICATIONS TO COMPENSATION DEFINITION. (CHOOSE (c) OR AT LEAST ONE OF (d)
TROUGH (j))

[N/A]    (c)   No modifications other than as elected under Options (a) or (b)

[N/A]    (d)   The Plan excludes Compensation in excess of $__.

[N/A]    (e)   In lieu of the definition in Section 1.12 of the Plan,
         Compensation means any earnings reportable as W-2 wages for Federal
         income tax withholding purposes, subject to any other election under
         this Adoption Agreement Section 1.12.

[N/A]    (f)   The Plan excludes bonuses.

[N/A]    (g)   The Plan excludes overtime.

[N/A]    (h)   The Plan excludes Commissions.

[N/A]    (i)   Compensation will not include Compensation from a related
         employer (as defined in Section 1.30 of the Plan) that has not executed
         a Participation Agreement in this Plan unless, pursuant to Adoption
         Agreement Section 1.07, the Employees of that related employer are
         eligible to participate in this Plan.

[X]      (j) (SPECIFY) SECTION 3401(a) WAGES: COMPENSATION IS DEFINED AS WAGES
         WITHIN THE MEANING OF CODE SECTION 3401(a) FOR THE PURPOSES OF INCOME
         TAX WITHHOLDING AT THE SOURCE, BUT DETERMINED WITHOUT REGARD TO ANY
         RULES THAT LIMIT THE REMUNERATION INCLUDED IN WAGES BASED ON THE NATURE
         OR LOCATION OF THE EMPLOYMENT OR THE SERVICES PEFORMED (SUCH AS THE
         EXCEPTION FOR AGRICULTURAL LABOR IN CODE SECTION 3401(a)(2)) WAGES PAID
         WHILE A PARTICIPANT BUT EXCLUDING BONUSES, FRINGE BENEFITS, RELOCATION
         AND SEVERANCE PAY.

If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

SPECIAL DEFINITION FOR MATCHING CONTRIBUTIONS. "Compensation" for purposes of
any matching contribution formula under Article III means: (CHOOSE (k) OR (l)
ONLY IF APPLICABLE)

[X]      (k)   Compensation as defined in this Adoption Agreement Section 1.12.

[N/A]    (l)   (SPECIFY) __.


                                       2
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SPECIAL DEFINITION FOR SALARY REDUCTION CONTRIBUTIONS. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (CHOOSE (m) OR AT LEAST ONE OF (n) OR (o), IF APPLICABLE)

[N/A]    (m)   No exceptions.

[N/A]    (n)   If the Employee makes elective contributions to another plan
         maintained by the Employer, the Advisory Committee will determine the
         amount of the Employee's salary reduction contribution for the
         withholding period: (CHOOSE (1) OR (2))

         [N/A] (1)    After the reduction for such period of elective
               contributions to the other plan(s).

         [N/A] (2)    Prior to the reduction for such period of elective
               contributions to the other plan(s).

[X]      (o)   (SPECIFY) COMPENSATION INCLUDES EACH AMOUNT AS PAID ON
         PAYROLL-BY-PAYROLL BASIS, SUBJECT TO THE SPECIFIC EXCLUSIONS ABOVE.

         1.17  PLAN YEAR/LIMITATION YEAR.

PLAN YEAR. Plan Year means: (CHOOSE (a) OR (b))

[X]      (a)   The 12 consecutive month period ending every DECEMBER 31.

[N/A]    (b)   (SPECIFY) __.

LIMITATION YEAR. The Limitation Year is: (CHOOSE (c) OR (d))

[X]        (c)  The Plan Year.

[n/a]      (d)  The 12 consecutive month period ending every __.

           1.18 EFFECTIVE DATE.

NEW PLAN. The "Effective Date" of the Plan is __.

RESTATED PLAN. The restated Effective Date is JANUARY 1, 1997.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established JANUARY 1, 1992. [NOTE: SEE THE EFFECTIVE DATE ADDENDUM.]


                                       3
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         1.27  HOUR OF SERVICE. The crediting method for Hours of Service is:
(CHOOSE (a) OR (b))

[X]      (a)   The actual method.

[N/A]    (b)   The __ equivalency method, except:

         [N/A] (1)    No exceptions.

         [N/A] (2)    The actual method applies for purposes of: (CHOOSE AT
               LEAST ONE)

               [N/A] (a)   Participation under Article II.

               [N/A] (b)   Vesting under Article V.

               [N/A] (c)   Accrual of benefits under Section 3.06.

[NOTE: ON THE BLANK LINE INSERT "DAILY," "WEEKLY", "SEMI-MONTHLY PAYROLL
PERIODS" OR "MONTHLY."]

         1.29  SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): N/A. Service with
the designated predecessor employer(s) applies: (CHOOSE AT LEAST ONE OF (a) OR
(b); (c) IS AVAILABLE ONLY IN ADDITION TO (a) OR (b))

[N/A]    (a)   For purposes of participation under Article II.

[N/A]    (b)   For purposes of vesting under Article V.

[N/A]    (c)   Except the following Service: __.

[NOTE: IF THE PLAN DOES NOT CREDIT ANY PREDECESSOR SERVICE UNDER THIS
PROVISION, INSERT "N/A" IN THE FLRST BLANK LINE. THE EMPLOYER MAY ATTACH A
SCHEDULE TO THIS ADOPTION AGREEMENT, IN THE SAME FORMAT AS THIS SECTION 1.29,
DESIGNATING ADDITIONAL PREDECESSOR EMPLOYERS AND THE APPLICABLE SERVICE
CREDITING ELECTIONS.]

         1.31  LEASED EMPLOYEES. If a Leased Employee is a Participant in the
Plan and also participates in a plan maintained by the leasing organization:
(CHOOSE (a) OR (b))

[N/A]    (a)   The Advisory Committee will determine the Leased Employee's
         allocation of Employer contributions under Article III without taking
         into account the Leased Employee's allocation, if any, under the
         leasing organization's plan.

[X]      (b)   The Advisory Committee will reduce the Leased Employee's
         allocation of Employer nonelective contributions (other than
         designated qualified nonelective contributions) under this Plan by the
         Leased Employee's allocation under the leasing organization's plan, but
         only to the extent that allocation is attributable to the Leased
         Employee's service provided to the Employer. The leasing
         organization's plan:

         [X]   (1)  Must be a money purchase plan which would satisfy the
               definition under Section 1.31 of a safe harbor plan, irrespective
               of whether the safe harbor exception applies.

         [N/A] (2) Must satisfy the features and, if a defined benefit plan, the
               method of reduction described in an addendum to this Adoption
               Agreement, numbered 1.31.


                                       4
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                                ARTICLE II
                           EMPLOYEE PARTICIPANTS

           2.01  ELIGIBILITY.

ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (CHOOSE (a) OR (b) OR BOTH;
(c) IS OPTIONAL AS AN ADDITIONAL ELECTION)

[X]        (a)   Attainment of age 21  (SPECIFY AGE, NOT EXCEEDING 21).

[X]        (b)   Service requirement. (CHOOSE ONE OF (1) THROUGH (3))

           [X]   (1) One Year of Service.

           [N/A] (2)  __ months (not exceeding 12) following the Employee's
                 Employment Commencement Date.

           [N/A] (3)  One Hour of Service.

[N/A]      (c)   Special requirements for non-401(k) portion of plan. (MAKE
                 ELECTIONS UNDER (1) AND UNDER (2))

                 (1)   The requirements of this Option (c) apply to
                       participation in: (CHOOSE AT LEAST ONE OF (a) THROUGH
                       (c))

                 [N/A] (a) The allocation of Employer nonelective contributions
                       and Participant forfeitures.

                 [N/A] (b) The allocation of Employer matching contributions
                       (including forfeitures allocated as matching
                       contributions).

                 [N/A] (c) The allocation of Employer qualified nonelective
                       contributions.

                 (2)   For participation in the allocations described in (1),
                 the eligibility conditions are: (CHOOSE AT LEAST ONE OF (a)
                 THROUGH (d))

                 [N/A] (a) __ (one or two) Year(s) of Service, without an
                       intervening Break in Service (as described in Section
                       2.03(A) of the Plan) if the requirement is two Years of
                       Service.

                 [N/A] (b) __ months (not exceeding 24) following the Employee's
                       Employment Commencement Date.

                 [N/A] (c) One Hour of Service.

                 [N/A] (d) Attainment of age __ (SPECIFY AGE, NOT EXCEEDING 21).

PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (CHOOSE (d),
(e) OR (f))

[N/A]      (d)   Semi-annual Entry Dates. The first day of the Plan Year and the
           first day of the seventh month of the Plan Year.

[N/A]      (e)   The first day of the Plan Year.

[X]        (f)   (SPECIFY ENTRY DATES) MONTHLY; THE FIRST PAY PERIOD OF THE
           MONTH FOLLOWING THE MONTH THE PARTICIPANT SATISFIES THE ELIGIBILITY
           REQUIREMENTS AND EACH SUBSEQUENT PAYROLL PERIOD.

TIME OF PARTICIPATION. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option (c)(1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (CHOOSE (g), (h) OR (i))

                                       5
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[X]        (g)   immediately following or coinciding with


[N/A]      (h)   immediately preceding

[N/A]      (i)   nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [NOTE: THE EMPLOYER MUST COORDINATE THE SELECTION OF (g), (h) OR
(i) WITH THE "PLAN ENTRY DATE" SELECTION IN (d), (e) OR (f). UNLESS OTHERWISE
EXCLUDED UNDER SECTION 1.07, THE EMPLOYEE MUST BECOME A PARTICIPANT BY THE
EARLIER OF: (1) THE FIRST DAY OF THE PLAN YEAR BEGINNING AFTER THE DATE THE
EMPLOYEE COMPLETES THE AGE AND SERVICE REQUIREMENTS OF CODE SECTION 410(a); OR
(2) 6 MONTHS AFTER THE DATE THE EMPLOYEE COMPLETES THOSE REQUIREMENTS.]

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply
to: (CHOOSE (j) OR (k))

[X]        (j)   All Employees of the Employer, except: (CHOOSE (1) OR (2))

           [X]   (1) No exceptions.

           [n/a] (2) Employees who are Participants in the Plan as of the
                 Effective Date.

[N/A]      (k)   Solely to an Employee employed by the Employer after __.
           If the Employee was employed by the Employer on or before the
           specified date, the Employee will become a Participant: (CHOOSE (1),
           (2) OR (3))

           [N/A] (1) On the latest of the Effective Date, his Employment
                 Commencement Date or the date he attains age __ (not to exceed
                 21).

           [N/A] (2) Under the eligibility conditions in effect under the Plan
                 prior to the restated Effective Date. If the restated Plan
                 required more than one Year of Service to participate, the
                 eligibility condition under this Option (2) for participation
                 in the Code Section 401(k) arrangement under this Plan is one
                 Year of Service for Plan Years beginning after December 31,
                 1988. [FOR RESTATED PLANS ONLY]

           [N/A] (3) (Specify) __.

           2.02  YEAR OF SERVICE - PARTICIPATION.

HOURS OF SERVICE. An Employee must complete: (CHOOSE (a) OR (b))

[X]        (a)  1,000 Hours of Service

[N/A]      (b)  __ Hours of Service

during an eligibility computation period to receive credit for a Year of
Service. [NOTE: THE HOURS OF SERVICE REQUIREMENT MAY NOT EXCEED 1,000.]

ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the
eligibility computation period as: (CHOOSE (c) OR (d))

[N/A]      (c)  The 12 consecutive month period beginning with each
           anniversary of an Employee's Employment Commencement Date.

[X]        (d)  The Plan Year, beginning with the Plan Year which includes
           the first anniversary of the Employee's Employment Commencement
           Date.

                                       6
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           2.03  BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the Plan: (CHOOSE (a) OR (b))

[X]        (a)  Does not apply to the Employer's Plan.

[N/A]      (b)  Applies to the Employer's Plan.

           2.06  ELECTION NOT TO PARTICIPATE. The Plan: (CHOOSE (a) OR (b))

[X]        (a)  Does not permit an eligible Employee or a Participant to elect
           not to participate.

[N/A]      (b)  Does permit an eligible Employee or a Participant to elect
           not to participate in accordance with Section 2.06 and with the
           following rules: (COMPLETE (1), (2), (3) AND (4))

                (1)   An election is effective for a Plan Year if filed no
                later than __.

                (2)   An election not to participate must be effective for at
                least __ Plan Year(s).

                (3)   Following a re-election to participate, the Employee or
                Participant:

                [N/A] (a) May not again elect not to participate for any
                      subsequent Plan Year.

                [N/A] (b) May again elect not to participate, but not earlier
                      than the __ Plan Year following the Plan Year in which the
                      re-election first was effective.

                (4)   (SPECIFY) __ [INSERT "N/A" IF NO OTHER RULES APPLY].

                                    ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

           3.01  AMOUNT

PART I. [OPTIONS (a) THROUGH (g)] AMOUNT OF EMPLOYER'S CONTRIBUTION. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (CHOOSE ANY COMBINATION OF (a), (b), (c) AND (d), OR CHOOSE (e))

[X]        (a)  DEFERRAL CONTRIBUTIONS (CODE SECTION 401(k) ARRANGEMENT).
           (CHOOSE (1) OR (2) OR BOTH)

           [X]   (1) Salary reduction arrangement. The Employer must contribute
                 the amount by which the Participants have reduced their
                 Compensation for the Plan Year, pursuant to their salary
                 reduction agreements on file with the Advisory Committee. A
                 reference in the Plan to salary reduction contributions is a
                 reference to these amounts.

           [N/A] (2) Cash or deferred arrangement. The Employer will contribute
                 on behalf of each Participant the portion of the Participant's
                 proportionate share of the cash or deferred contribution which
                 he has not elected to receive in cash. See Section 14.02 of the
                 Plan. The Employer's cash or deferred contribution is the
                 amount the Employer may from time to time deem advisable which
                 the Employer designates as a cash or deferred contribution
                 prior to making that contribution to the Trust.

[X]        (b)  MATCHING CONTRIBUTIONS. The Employer will make matching
           contributions in accordance with the formula(s) elected in Part II
           of this Adoption Agreement Section 3.01.

[X]        (c)  DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS. The Employer, in
           its sole discretion, may contribute an amount which it designates as
           a qualified nonelective contribution.

                                       7
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[X]        (d)  NONELECTIVE CONTRIBUTIONS. (CHOOSE ANY COMBINATION OF (1)
           THROUGH (4))

           [X]   (1)  Discretionary contribution. The amount (or additional
                 amount) the Employer may from time to time deem advisable.

           [N/A] (2)  The amount (or additional amount) the Employer may
                 from time to time deem advisable, separately determined for
                 each of the following classifications of Participants:
                 (CHOOSE (a) OR (b))

                  [N/A] (a)  Nonhighly Compensated Employees and Highly
                         Compensated Employees.

                  [N/A] (b)  (SPECIFY CLASSIFICATIONS) __.

                         Under this Option (2), the Advisory Committee will
                         allocate the amount contributed for each Participant
                         classification in accordance with Part II of Adoption
                         Agreement Section 3.04, as if the Participants in
                         that classification were the only Participants in
                         the Plan.

           [N/A] (3) __% of the Compensation of all Participants under the Plan,
                 determined for the Employer's taxable year for which it makes
                 the contribution. [NOTE: THE PERCENTAGE SELECTED MAY NOT EXCEED
                 15%.]

           [N/A] (4) __% of Net Profits but not more than $__.

[N/A]      (e)  FROZEN PLAN. This Plan is a frozen Plan effective __. The
           Employer will not contribute to the Plan with respect to any period
           following the stated date.

NET PROFITS. The Employer: (CHOOSE (f) OR (g))

[X]        (f)  Need not have Net Profits to make its annual contribution under
            this Plan.

[N/A]      (g)  Must have current or accumulated Net Profits exceeding $__ to
           make the following contributions: (CHOOSE AT LEAST ONE)

           [N/A] (1) Cash or deferred contributions described in Option (a)(2)).

           [N/A] (2) Matching contributions described in Option (b), except: __.

           [N/A] (3) Qualified nonelective contributions described in
                 Option (c).

           [N/A] (4) Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of
account in accordance with generally accepted accounting practices
consistently applied without any deductions for Federal and state taxes upon
income or for contributions made by the Employer under this Plan or under any
other employee benefit plan the Employer maintains. The term "Net Profits"
specifically excludes N/A. [NOTE: ENTER "N/A" IF NO EXCLUSIONS APPLY.]

If the Employer requires Net Profits for matching contributions and the
Employer does not have sufficient Net Profits under Option (g), it will
reduce the matching contribution under a fixed formula on a prorata basis for
all Participants. A Participant's share of the reduced contribution will bear
the same ratio as the matching contribution the Participant would have
received if Net Profits were sufficient bears to the total matching
contribution all Participants would have received if Net Profits were
sufficient. If more than one member of a related group (as defined in Section
1.30) execute this Adoption Agreement, each participating member will
determine Net Profits separately but will not apply this reduction unless,
after combining the separately determined Net Profits, the aggregate Net
Profits are insufficient to satisfy the matching contribution liability.
"Net Profits" includes both current and accumulated Net Profits.

                                       8
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PART II. (OPTIONS (h) THROUGH (j)] MATCHING CONTRIBUTION FORMULA. (NOTE: IF
THE EMPLOYER ELECTED OPTION (b), COMPLETE OPTIONS (h), (i) AND (j).]

[X]  (h)    AMOUNT OF MATCHING CONTRIBUTIONS. For each Plan Year, the Employer's
     matching contribution is: (CHOOSE ANY COMBINATION OF (1), (2), (3), (4) AND
     (5))

     [N/A]  (1)    An amount equal to __% of each Participant's eligible
            contributions for the Plan Year.

     [N/A]  (2)    An amount equal to __% of each Participant's first tier of
            eligible contributions for the Plan Year, plus the following
            matching percentage(s) for the following subsequent tiers of
            eligible contributions for the Plan Year: __.

     [X]    (3)    Discretionary formula.

            [X]    (i)  An amount (or additional amount) equal to a matching
                   percentage the Employer from time to time may deem advisable
                   of the Participant's eligible contributions for the Plan
                   Year.

            [N/A]  (ii)  An amount (or additional amount) equal to a matching
                   percentage the Employer from time to time may deem advisable
                   of each tier of the Participant's eligible contributions for
                   the Plan Year.

     [N/A]  (4)    An amount equal to the following percentage of each
            Participant's eligible contributions for the Plan Year, based on the
            Participant's Years of Service:

<Table>
<Caption>
                Number of Years of Service              Matching Percentage
                --------------------------              -------------------
<S>                                                         <C>
                         ----                               ----
                         ----                               ----
                         ----                               ----
                         ----                               ----
</Table>

            The Advisory Committee will apply this formula by determining Years
            of Service as follows: __.

     [N/A]  (5)    A Participant's matching contributions may not: (CHOOSE (a)
            OR (b))

            [N/A]  (a)  Exceed __.

            [N/A]  (b)  Be less than __.

     RELATED EMPLOYERS. If two or more related employers (as defined in Section
     1.30) contribute to this Plan, the related employers may elect different
     matching contribution formulas by attaching to the Adoption Agreement a
     separately completed copy of this Part II. NOTE: SEPARATE MATCHING
     CONTRIBUTION FORMULAS CREATE SEPARATE CURRENT BENEFIT STRUCTURES THAT MUST
     SATISFY THE MINIMUM PARTICIPATION TEST OF CODE SECTION 401(a)(26).]

[X]  (i)    DEFINITION OF ELIGIBLE CONTRIBUTIONS. Subject to the requirements of
     Option (j), the term "eligible contributions" means: (CHOOSE ANY
     COMBINATION OF (1) THROUGH (3))

     [X]    (1)    Salary reduction contributions.

     [N/A]  (2)    Cash or deferred contributions (including any part of the
            Participant's proportionate share of the cash or deferred
            contribution which the Employer defers without the Participant's
            election).


                                       9

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     [N/A]  (3)    Participant mandatory contributions, as designated in
            Adoption Agreement Section 4.01. See Section 14.04 of the Plan.

[X]  (j)    AMOUNT OF ELIGIBLE CONTRIBUTIONS TAKEN INTO ACCOUNT. When
     determining a Participant's eligible contributions taken into account under
     the matching contributions formula(s), the following rules apply: (CHOOSE
     ANY COMBINATION OF (1) THROUGH (4))

     [N/A]  (1)    The Advisory Committee will take into account all eligible
            contributions credited for the Plan Year.

     [N/A]  (2)    The Advisory Committee will disregard eligible contributions
            exceeding __.

     [N/A]  (3)    The Advisory Committee will treat as the first tier of
            eligible contributions, an amount not exceeding: __.
            The subsequent tiers of eligible contributions are: __.

     [X]    (4)    (SPECIFY) AN AMOUNT DETERMINED IN ITS DISCRETION.

PART III. [OPTIONS (k) AND (l)]. SPECIAL RULES FOR CODE SECTION 401(k)
ARRANGEMENT. (CHOOSE (k) OR (l), OR BOTH, AS APPLICABLE)

[X]  (k)    SALARY REDUCTION AGREEMENTS. The following rules and restrictions
     apply to an Employee's salary reduction agreement: (MAKE A SELECTION UNDER
     (1), (2), (3) AND (4))

     (1)    Limitation on amount. The Employee's salary reduction
     contributions: (CHOOSE (a) OR AT LEAST ONE OF (b) OR (c))

     [N/A]  (a)    No maximum limitation other than as provided in the Plan.

     [X]    (b)    May not exceed 20% of Compensation for the Plan Year, subject
            to the annual additions limitation described in Part 2 of Article
            III and the 402(g) limitation described in Section 14.07 of the
            Plan.

     [N/A]  (c)    Based on percentages of Compensation must equal at least __.

     (2)    An Employee may revoke, on a prospective basis, a salary reduction
     agreement: (CHOOSE (a), (b), (c) OR (d))

     [N/A]  (a)    Once during any Plan Year but not later than __ of the Plan
            Year.

     [X]    (b)    As of any Plan Entry Date.

     [N/A]  (c)    As of the first day of any month.

     [N/A]  (d)    (SPECIFY, BUT MUST BE AT LEAST ONCE PER PLAN YEAR) __.

     (3)    An Employee who revokes his salary reduction agreement may file a
     new salary reduction agreement with an effective date: (CHOOSE (a), (b),
     (c) OR (d))

     [N/A]  (a)    No earlier than the first day of the next Plan Year.

     [N/A]  (b)    As of any subsequent Plan Entry Date.

     [N/A]  (c)    As of the first day of any month subsequent to the month in
            which he revoked an Agreement.

     [X]    (d)    (SPECIFY, BUT MUST BE AT LEAST ONCE PER PLAN YEAR FOLLOWING
            THE PLAN YEAR OF REVOCATION) ON THE NEXT OPEN ENROLLMENT PERIOD AS
            DEFINED BY EMPLOYER POLICY.


                                      10
<Page>

       (4)    A Participant may increase or may decrease, on a prospective
       basis, his salary reduction percentage or dollar amount: (CHOOSE (a),
       (b), (c) OR (d))

       [X]    (a)    As of the beginning of each payroll period.

       [N/A]  (b)    As of the first day of each month

       [N/A]  (c)    As of any Plan Entry Date.

       [X]    (d)    (SPECIFY, BUT MUST PERMIT AN INCREASE OR A DECREASE AT
              LEAST ONCE PER PLAN YEAR) HOWEVER, AN INCREASE FROM A "ZERO"
              PERCENTAGE CAN BE MADE ONLY AT THE NEXT PAYROLL ENROLLMENT PERIOD.

[N/A]  (1)    CASH OR DEFERRED CONTRIBUTIONS. For each Plan Year for which the
       Employer makes a designated cash or deferred contribution, a  Participant
       may elect to receive directly in cash not more than the following portion
       (or, if less, the 402(g) limitation described in Section 14.07 of the
       Plan) of his proportionate share of that cash or deferred contribution:
       (CHOOSE (1) OR (2))

       [N/A]  (1)    All or any portion.

       [N/A]  (2)    __%.

       3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions in accordance with Section 14.06
and the elections under this Adoption Agreement Section 3.04.

PART 1. [OPTIONS (a) THROUGH (d)]. SPECIAL ACCOUNTING ELECTIONS. (CHOOSE
WHICHEVER ELECTIONS ARE APPLICABLE TO THE EMPLOYER'S PLAN)

[X]    (a)    MATCHING CONTRIBUTIONS ACCOUNT. The Advisory Committee will
       allocate matching contributions to a Participant's: (CHOOSE (1) OR (2);
       (3) IS AVAILABLE ONLY IN ADDITION TO (1))

       [X]    (1)    Regular Matching Contributions Account.

       [X]    (2)    Qualified Matching Contributions Account.

       [X]    (3)    Except, matching contributions under Option(s) (1) OR (2)
              MAY BE DESIGNATED OR REDESIGNATED AS SUCH BY THE EMPLOYER TO THE
              EXTENT PERMITTED BY LAW, REGARDLESS OF WHETHER THE PLAN PROVIDES
              THAT SUCH MATCHING CONTRIBUTIONS UNDER THE RULE of Adoption
              Agreement Section 3.01 are allocable to the Qualified Matching
              Contributions Account.

[N/A]  (b)    SPECIAL ALLOCATION DATES FOR SALARY REDUCTION CONTRIBUTIONS. The
       Advisory Committee will allocate salary reduction contributions as of the
       Accounting Date and as of the following additional allocation dates: __.

[N/A]  (c)    SPECIAL ALLOCATION DATES FOR MATCHING CONTRIBUTIONS. The Advisory
       Committee will allocate matching contributions as of the Accounting Date
       and as of the following additional allocation dates: __.

[X]    (d)    DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS - DEFINITION OF
       PARTICIPANT. For purposes of allocating the designated qualified
       nonelective contribution, "Participant" means. (CHOOSE (1) OR (2))

       [N/A]  (1)    All Participants.

       [X]    (2)    Participants who are Nonhighly Compensated Employees for
              the Plan Year.

       [N/A]  (3)    (Specify) __.


                                      11

<Page>

PART II. METHOD OF ALLOCATION - NONELECTIVE CONTRIBUTION. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include any
exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (CHOOSE AN
ALLOCATION METHOD UNDER (e), (f), (g) OR (h), (i) IS MANDATORY IF THE EMPLOYER
ELECTS (f), (g) OR (h); (j) IS OPTIONAL IN ADDITION TO ANY OTHER ELECTION.)

[X]    (e)    NONINTEGRATED ALLOCATION FORMULA. (CHOOSE (1) OR (2))

       [N/A]  (1)    The Advisory Committee will allocate the annual nonelective
       contributions in the same ratio that each Participant's Compensation for
       the Plan Year bears to the total Compensation of all Participants for the
       Plan Year.

       [X]    (2)    The Advisory Committee will allocate the annual nonelective
       contributions in the same ratio that each Participant's Compensation for
       the Plan Year bears to the total Compensation of all Participants for
       the Plan Year. For purposes of this Option (2), "Participant" means, in
       addition to a Participant who satisfies the requirements of Section 3.06
       for the Plan Year, any other Participant entitled to a top heavy minimum
       allocation under Section 3.04(B), but such Participant's allocation will
       not exceed 3% of his Compensation for the Plan Year.

[n/a]  (f)    TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY.
       First, the Advisory Committee will allocate the annual Employer
       nonelective contributions in the same ratio that each Participant's
       Compensation plus Excess Compensation for the Plan Year bears to the
       total Compensation plus Excess Compensation of all Participants for the
       Plan Year. The allocation under this paragraph, as a percentage of each
       Participant's Compensation plus Excess Compensation, must not exceed the
       applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
       Disparity Table following Option (i).

       The Advisory Committee then will allocate any remaining nonelective
       contributions in the same ratio that each Participant's Compensation for
       the Plan Year bears to the total Compensation of all Participants for
       the Plan Year.

[N/A]  (g)    THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
       Committee will allocate the annual Employer nonelective contributions in
       the same ratio that each Participant's Compensation for the Plan Year
       bears to the total Compensation of all Participants for the Plan Year.
       The allocation tinder this paragraph, as a percentage of each
       Participant's Compensation may not exceed the applicable percentage
       (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table following
       Option (i). Solely for purposes of the allocation in this first
       paragraph, "Participant" means, in addition to a Participant who
       satisfies the requirements of Section 3.06 for the Plan Year. (CHOOSE (1)
       OR (2))

       [N/A]  (1)    No other Participant.

       [N/A]  (2)    Any other Participant entitled to a top heavy minimum
              allocation under Section 3.04(B), but such Participant's
              allocation under this Option (g) will not exceed 3% of his
              Compensation for the Plan Year.

       As a second tier allocation, the Advisory Committee will allocate the
       nonelective contributions in the same ratio that each Participant's
       Excess Compensation for the Plan Year bears to the total Excess
       Compensation of all Participants for the Plan Year. The allocation under
       this paragraph, as a percentage of each Participant's Excess
       Compensation, may not exceed the allocation percentage in the first
       paragraph.


                                      12

<Page>

       Finally, the Advisory Committee will allocate any remaining nonelective
       contributions in the same ratio that each Participant's Compensation for
       the Plan Year bears to the total Compensation of all Participants for the
       Plan Year.

[N/A]  (h)    FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
       Committee will allocate the annual Employer nonelective contributions in
       the same ratio that each Participant's Compensation for the Plan Year
       bears to the total Compensation of all Participants for the Plan Year,
       but not exceeding 3% of each Participant's Compensation. Solely for
       purposes of this first tier allocation, a "Participant" means, in
       addition to any Participant who satisfies the requirements of Section
       3.06 for the Plan Year, any other Participant entitled to a top heavy
       minimum allocation under Section 3.04(B) of the Plan.

       As a second tier allocation, the Advisory Committee will allocate the
       nonelective contributions in the same ratio that each Participant's
       Excess Compensation for the Plan Year bears to the total Excess
       Compensation of all Participants for the Plan Year, but not exceeding 3%
       of each Participant's Excess Compensation.

       As a third tier allocation, the Advisory Committee will allocate the
       annual Employer contributions in the same ratio that each Participant's
       Compensation plus Excess Compensation for the Plan Year bears to the
       total Compensation plus Excess Compensation of all Participants for the
       Plan Year. The allocation under this paragraph, as a percentage of each
       Participant's Compensation plus Excess Compensation, must not exceed the
       applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum
       Disparity Table following Option (i).

       The Advisory Committee then will allocate any remaining nonelective
       contributions in the same ratio that each Participant's Compensation for
       the Plan Year bears to the total Compensation of all Participants for the
       Plan Year.

[N/A]  (i)    EXCESS COMPENSATION. For purposes of Option (f), (g) or (h),
       "Excess Compensation" means Compensation in excess of the following
       Integration Level: (CHOOSE (1) OR (2))

       [N/A]  (1)    __% (not exceeding 100%) of the taxable wage base, as
              determined under Section 230 of the Social Security Act, in effect
              on the first day of the Plan Year: (CHOOSE ANY COMBINATION OF (a)
              AND (b) OR CHOOSE (c))

              [N/A]  (a)  Rounded to __ (but not exceeding the taxable wage
                     base).

              [N/A]  (b)  But not greater than $__.

              [N/A]  (c)  Without any further adjustment or limitation.

       [N/A]  (2)    $__ [NOTE: NOT EXCEEDING THE TAXABLE WAGE BASE FOR THE PLAN
              YEAR IN WHICH THIS ADOPTION AGREEMENT FIRST IS EFFECTIVE.]


                                      13
<Page>

MAXIMUM DISPARITY TABLE. For purposes of Options (f), (g) and (h), the
applicable percentage is:

<Table>
<Caption>
         Integration Level (as               Applicable Percentages for        Applicable Percentages
   percentage of taxable wage base)           Option (f) or Option (g)              for Option (h)
   --------------------------------          -------------------------         ----------------------
<S>                                          <C>                               <C>
100%                                                     5.7%                            2.7%
More than 80% but less than 100%                         5.4%                            2.4%
More than 20% (but not less than $10,001)
and not more than 80%                                    4.3%                            1.3%
20% (or $10,000, if greater) or less                     5.7%                            2.7%
</Table>

[N/A]    (j) ALLOCATION OFFSET. The Advisory Committee will reduce a
         Participant's allocation otherwise made under Part II of this Section
         3.04 by the Participant's allocation under the following qualified
         plan(s) maintained by the Employer:________________.

         The Advisory Committee will determine this allocation reduction:
         (CHOOSE (1) OR (2))

         [N/A](1) By treating the term "nonelective contribution" as including
                  all amounts paid or accrued by the Employer during the Plan
                  Year to the qualified plan(s) referenced under this
                  Option (j). If a Participant under this Plan also participates
                  in that other plan, the Advisory Committee will treat the
                  amount the Employer contributes for or during a Plan Year on
                  behalf of a particular Participant under such other plan as an
                  amount allocated under this Plan to that Participant's Account
                  for that Plan Year. The Advisory Committee will make the
                  computation of allocation required under the immediately
                  preceding sentence before making any allocation of nonelective
                  contributions under this Section 3.04.

         [N/A](2) In accordance with the formula provided in an addendum to this
                  Adoption Agreement, numbered 3.04(j).

TOP HEAVY MINIMUM ALLOCATION - METHOD OF COMPLIANCE. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (CHOOSE (k) OR (l))

[X]      (k) The Employer will make any necessary additional contribution to the
         Participant's Account, as described in Section 3.04(B)(7)(a) of the
         Plan.

[N/A]    (l) The Employer will satisfy the top heavy minimum allocation under
         the following plan(s) it maintains:_____________. However, the Employer
         will make any necessary additional contribution to satisfy the top
         heavy minimum allocation for an Employee covered only under this Plan
         and not under the other plan(s) designated in this Option (l). See
         Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code Section 416.

RELATED EMPLOYERS. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each Participant in the Plan, in accordance with the elections in this
Adoption Agreement Section 3.04: (CHOOSE (m) OR (n))

[N/A]    (m) Without regard to which contributing related group member employs
         the Participant.

[N/A]    (n) Only to the Participants directly employed by the contributing
         Employer. If a Participant receives Compensation from more than one
         contributing Employer, the Advisory Committee will determine the
         allocations


                                       14
<Page>

         under this Adoption Agreement Section 3.04 by prorating among the
         participating Employers the Participant's Compensation and, if
         applicable, the Participant's Integration Level under Option (i).

     3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required
under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture in accordance with Section 3.04: (CHOOSE (a) OR (b); (c) AND (d)
ARE OPTIONAL IN ADDITION TO (a) OR (b))

[X]      (a) As an Employer nonelective contribution for the Plan Year in which
         the forfeiture occurs, as if the Participant forfeiture were an
         additional nonelective contribution for that Plan Year.

[N/A]    (b) To reduce the Employer matching contributions and nonelective
         contributions for the Plan Year: (CHOOSE (1) OR (2))

         [N/A]    (1) in which the forfeiture occurs.

         [N/A]    (2) immediately following the Plan Year in which the
                  forfeiture occurs.

[X]      (c) To the extent attributable to matching contributions: (CHOOSE (1),
         (2) OR (3))

         [X]      (1) In the manner elected under Options (a) or (b).

         [N/A]    (2) First to reduce Employer matching contributions for the
                  Plan Year: (CHOOSE (a) OR (b))

                  [N/A]    (a) in which the forfeiture occurs,

                  [N/A]    (b) immediately following the Plan Year in which the
                           forfeiture occurs, then as elected in Options (a) or
                           (b).

         [N/A]    (3) As a discretionary matching contribution for the Plan Year
                  in which the forfeiture occurs, in lieu of the manner elected
                  under Options (a) or (b).

[X]      (d) First to reduce the Plan's ordinary and necessary administrative
         expenses for the Plan Year and then will allocate any remaining
         forfeitures in the manner described in Options (a), (b) or (c),
         whichever applies. If the Employer elects Option (c), the forfeitures
         used to reduce Plan expenses: (CHOOSE (1) OR (2))

         [X]      (1) relate proportionately to forfeitures described in Option
                  (c) and to forfeitures described in Options (a) or (b).

         [N/A]    (2) relate first to forfeitures described in Option_________.

ALLOCATION OF FORFEITED EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (CHOOSE (e), (f) OR (g))

[X]      (e) To reduce Employer matching contributions for the Plan Year:
         (CHOOSE (1) OR (2))

         [X]      (1) in which the forfeiture occurs.

         [N/A]    (2) immediately following the Plan Year in which the
                  forfeiture occurs.

[N/A]    (f) As Employer discretionary matching contributions for the Plan Year
         in which forfeited, except the Advisory Committee will not allocate
         these forfeitures to the Highly Compensated Employees who incurred the
         forfeitures.


                                       15
<Page>

[N/A]    (g) In accordance with Options (a) through (d), whichever applies,
         except the Advisory Committee will not allocate these forfeitures under
         Option (a) or under Option (c)(3) to the Highly Compensated Employees
         who incurred the forfeitures.

     3.06 ACCRUAL OF BENEFIT.

COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
by taking into account: (CHOOSE (a) OR (b))

[X]      (a) The Employee's Compensation for the entire Plan Year.

[N/A]    (b) The Employee's Compensation for the portion of the Plan Year in
         which the Employee actually is a Participant in the Plan.

ACCRUAL REQUIREMENTS. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions described in the
following elections: (CHOOSE (c), OR AT LEAST ONE OF (d) THROUGH (f))

[N/A]    (c) SAFE HARBOR RULE. If the Participant is employed by the Employer on
         the last day of the Plan Year, the Participant must complete at least
         one Hour of Service for that Plan Year. If the Participant is not
         employed by the Employer on the last day of the Plan Year, the
         Participant must complete at least 501 Hours of Service during the Plan
         Year.

[X]      (d) HOURS OF SERVICE CONDITION. The Participant must complete the
         following minimum number of Hours of Service during the Plan Year:
         (CHOOSE AT LEAST ONE OF (1) THROUGH (5))

         [X]      (1) 1,000 Hours of Service.

         [N/A]    (2) (SPECIFY, BUT THE NUMBER OF HOURS OF SERVICE MAY NOT
                  EXCEED 1,000)____________.

         [N/A]    (3) No Hour of Service requirement if the Participant
                  terminates employment during the Plan Year on account of:
                  (CHOOSE (a), (b) OR (c))

                  [N/A]    (a) Death.

                  [N/A]    (b) Disability.

                  [N/A]    (c) Attainment of Normal Retirement Age in the
                           current Plan Year or in a prior Plan Year.

         [N/A]    (4) ____ Hours of Service (not exceeding 1,000) if the
                  Participant terminates employment with the Employer during
                  the Plan Year, subject to any election in Option (3).

         [X]      (5) No Hour of Service requirement for an allocation of the
                  following contributions: MATCHING CONTRIBUTIONS.

[X]      (e) EMPLOYMENT CONDITION. The Participant must be employed by the
         Employer on the last day of the Plan Year, irrespective of whether he
         satisfies any Hours of Service condition under Option (d), with the
         following exceptions: (CHOOSE (1) OR AT LEAST ONE OF (2) THROUGH (5))

         [X]      (1) No exceptions.

         [N/A]    (2) Termination of employment because of death.


                                       16
<Page>

         [N/A]    (3) Termination of employment because of disability.

         [N/A]    (4) Termination of employment following attainment of Normal
                  Retirement Age.

         [X]      (5) No employment condition for the following contributions:
                  MATCHING CONTRIBUTIONS.

[N/A]    (f) (SPECIFY OTHER CONDITIONS, IF APPLICABLE): ____.

SUSPENSION ACCRUAL REQUIREMENTS. The suspension of accrual requirements of
Section 3.06(E) of the Plan. (CHOOSE (g), (h) OR (i))

[N/A]    (g) Applies to the Employer's Plan.

[X]      (h) Does not apply to the Employer's Plan.

[N/A]    (i) Applies in modified form to the Employer's Plan, as described in an
         addendum to this Adoption Agreement, numbered Section 3.06(E).

SPECIAL ACCRUAL REQUIREMENTS FOR MATCHING CONTRIBUTIONS. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory Committee, unless otherwise specified in Option (l), will apply any
Hours of Service condition by dividing the required Hours of Service on a
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions described in this Adoption Agreement
Section 3.06 will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the Participant
satisfies the following additional condition(s): (CHOOSE (j) OR AT LEAST ONE OF
(k) OR (l))

[N/A]    (j)  No additional conditions.

[N/A]    (k) The Participant is not a Highly Compensated Employee for the
         Plan Year. This Option (k) applies to: (CHOOSE (1) OR (2))

         [N/A]    (1) All matching contributions.

         [N/A]    (2) Matching contributions described in Option(s) ______ of
                  Adoption Agreement Section 3.01.

[N/A]    (l) (SPECIFY) __.

     3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
apply, the Excess Amount attributed to this Plan equals: (CHOOSE (a), (b) OR
(c))

[N/A]    (a) The product of:

                  (1) the total Excess Amount allocated as of such date
                  (including any amount which the Advisory Committee would have
                  allocated but for the limitations of Code Section 415), times

                  (2) the ratio of (1) the amount allocated to the Participant
                  as of such date under this Plan divided by (2) the total
                  amount allocated as of such date under all qualified defined
                  contribution plans (determined without regard to the
                  limitations of Code Section 415).

[X]      (b) The total Excess Amount.

[N/A]    (c) None of the Excess Amount.


                                       17

<Page>



     3.18 DEFINED BENEFIT PLAN LIMITATION.

APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan (CHOOSE
(a) OR (b))

[X]      (a) Does not apply to the Employer's Plan because the Employer does not
         maintain and never has maintained a defined benefit plan covering any
         Participant in this Plan.

[N/A]    (b) Applies to the Employer's Plan. To the extent necessary to satisfy
         the limitation under Section 3.18, the Employer will reduce: (CHOOSE
         (1) OR (2))

         [N/A]    (1) The Participant's projected annual benefit under the
                  defined benefit plan under which the Participant participates.

         [N/A]    (2) Its contribution or allocation on behalf of the
                  Participant to the defined contribution plan under which the
                  Participant participates and then, if necessary, the
                  Participant's projected annual benefit under the defined
                  benefit plan under which the Participant participates.

(NOTE: IF THE EMPLOYER SELECTS (a), THE REMAINING OPTIONS IN THIS SECTION 3.18
DO NOT APPLY TO THE EMPLOYER'S PLAN.

COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (CHOOSE (c) OR AT LEAST ONE OF (d) OR (e))

[N/A]    (c) No modifications.

[N/A]    (d) For Non-Key Employees participating only in this Plan, the top
         heavy minimum allocation is the minimum allocation described in
         Section 3.04(B) determined by substituting _% (not less than 4%) for
         "3%," except: (CHOOSE (1) OR (2))

         [N/A]    (1) No exceptions.

         [N/A]    (2) Plan Years in which the top heavy ratio exceeds 90%.

[N/A]    (e) For Non-Key Employees also participating in the defined benefit
         plan, the top heavy minimum is: (CHOOSE (1) OR (2))

         [N/A]    (1) 5% of Compensation (as determined under Section 3.04(B) of
                  the Plan) irrespective of the contribution rate of any Key
                  Employee, except: (CHOOSE (i) or (ii))

                  [N/A]    (a) No exceptions.

                  [N/A]    (b) Substituting "7 1/2%" for "5%" if the top heavy
                           ratio does not exceed 90%.

         [N/A]    (2) 0%. [NOTE: THE EMPLOYER MAY NOT SELECT THIS OPTION (2)
                  UNLESS THE DEFINED BENEFIT PLAN SATISFIES THE TOP HEAVY
                  MINIMUM BENEFIT REQUIREMENTS OF CODE SECTION 416 FOR THESE
                  NON-KEY EMPLOYEES.]

ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and
mortality assumptions to value accrued benefits under a defined benefit
plan: __.

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code Section
416, the Employer must provide the appropriate provisions in an addendum to
this Adoption Agreement.

                                       18
<Page>


                                   ARTICLE IV
                           PARTICIPANT CONTRIBUTIONS

     4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (CHOOSE (a) OR (b),
(c) IS AVAILABLE ONLY WITH (b))

[X]      (a) Does not permit Participant nondeductible contributions.

[N/A]    (b) Permits Participant nondeductible contributions, pursuant to
         Section 14.04 of the Plan.

[N/A]    (c) The following portion of the Participant's nondeductible
         contributions for the Plan Year are mandatory contributions under
         Option (i)(3) of Adoption Agreement Section 3.01: (Choose (1) OR (2))

         [N/A]    (1) The amount which is not less than: _.

         [N/A]    (2) The amount which is not greater than: _.

ALLOCATION DATES. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (CHOOSE (d) OR (e))

[N/A]    (d) No other allocation dates.

[N/A]    (e) (SPECIFY) _.

As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period. Unless otherwise
specified in (e), a nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after that allocation
period ends.

     4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Mandatory Contributions Account, if any, prior to his Separation
from Service: (CHOOSE (a) OR AT LEAST ONE OF (b) THROUGH (d))

[N/A]    (A) No distribution options prior to Separation from Service.

[N/A]    (b) The same distribution options applicable to the Deferral
         Contributions Account prior to the Participant's Separation from
         Service, as elected in Adoption Agreement Section 6.03.

[N/A]    (c) Until he retires, the Participant has a continuing election to
         receive all or any portion of his Mandatory Contributions Account if:
         (CHOOSE (1) OR AT LEAST ONE OF (2) THROUGH (4))

         [N/A]    (1) No conditions.

         [N/A]    (2) The mandatory contributions have accumulated for at least
                  ___ Plan Years since the Plan Year for which contributed.

         [N/A]    (3) The Participant suspends making nondeductible
                  contributions for a period of _ months.

         [N/A]    (4) (SPECIFY) _.

[N/A]    (d) (SPECIFY) _.


                                       19
<Page>


                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

         5.01     NORMAL RETIREMENT. Normal Retirement Age under the Plan is:
                  (CHOOSE (a) OR (b))

[X]      (a) 65 [STATE AGE, BUT MAY NOT EXCEED AGE 65]

[N/A]    (b) The later of the date the Participant attains _ years of age or
         the _ anniversary of the first day of the Plan Year in which the
         Participant commenced participation in the Plan. (THE AGE SELECTED MAY
         NOT EXCEED AGE 65 AND THE ANNIVERSARY SELECTED MAY NOT EXCEED THE 5TH.]

     5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan: (CHOOSE (a) OR CHOOSE ONE OR BOTH OF (b) AND (c))

[N/A]    (a) Does not apply.

[X]      (b) Applies to death.

[X]      (c) Applies to disability.

         5.03     VESTING SCHEDULE.

DEFERRAL CONTRIBUTIONS ACCOUNT/QUALIFIED MATCHING CONTRIBUTIONS
ACCOUNT/QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT/MANDATORY CONTRIBUTIONS
ACCOUNT. A Participant has a 100% Nonforfeitable interest at all times in his
Deferral Contributions Account, his Qualified Matching Contributions Account,
his Qualified Nonelective Contributions Account and in his Mandatory
Contributions Account.

REGULAR MATCHING CONTRIBUTIONS ACCOUNT/EMPLOYER CONTRIBUTIONS ACCOUNT. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(CHOOSE (a) OR (b); (c) AND (d) ARE AVAILABLE ONLY AS ADDITIONAL OPTIONS)

[N/A]    (a) Immediate vesting. 100% Nonforfeitable at all times. [Note: THE
         EMPLOYER MUST ELECT OPTION (a) IF THE ELIGIBILITY CONDITIONS UNDER
         ADOPTION AGREEMENT SECTION 2.01 (c) REQUIRE 2 YEARS OF SERVICE OR MORE
         THAN 12 MONTHS OF EMPLOYMENT.]

[X]      (b) Graduated Vesting Schedules.

<Table>
<Caption>
              TOP HEAVY SCHEDULE                NON TOP HEAVY SCHEDULE
                  (MANDATORY)                            (OPTIONAL)

Years of            Nonforfeitable       Years of        Nonforfeitable
Service               Percentage         Service            Percentage
<S>                 <C>                  <C>                 <C>
Less than 1               0%             Less than 1            0%
     1                   20%              1                    20%
     2                   40%              2                    40%
     3                   60%              3                    60%
     4                   80%              4                    80%
     5                  100%              5                   100%
 6 or more              100%              6                   100%
                                      7 or more               100%
</Table>


                                       20
<Page>

[N/A]    (c) Special vesting election for Regular Matching Contributions
         Account. In lieu of the election under Options (a) or (b), the Employer
         elects the following vesting schedule for a Participant's Regular
         Matching Contributions Account: (CHOOSE (1) OR (2))

         [N/A]    (1) 100% Nonforfeitable at all times.

         [N/A]    (2) In accordance with the vesting schedule described in the
                  addendum to this Adoption Agreement, numbered 5.03(c). [NOTE:
                  IF THE EMPLOYER ELECTS THIS OPTION (c)(2), THE ADDENDUM MUST
                  DESIGNATE THE APPLICABLE VESTING SCHEDULE(S) USING THE SAME
                  FORMAT AS USED IN OPTION (b).]

[NOTE: UNDER OPTIONS (b) AND (c)(2), THE EMPLOYER MUST COMPLETE A TOP HEAVY
SCHEDULE WHICH SATISFIES CODE Section 416. THE EMPLOYER, AT ITS OPTION, MAY
COMPLETE A NON TOP HEAVY SCHEDULE. THE NON TOP HEAVY SCHEDULE MUST SATISFY
CODE SECTION 411(a)(2). ALSO SEE SECTION 7.05 OF THE PLAN.]

(d)      The Top Heavy Schedule under Option (b) (and, if applicable, under
         Option (c)(2)) APPLIES: (CHOOSE (1) OR (2))

         (X]      (1) Only in a Plan Year for which the Plan is top heavy.

         [N/A]    (2) In the Plan Year for which the Plan first is top heavy and
                  then in all subsequent Plan Years. [NOTE: THE EMPLOYER MAY NOT
                  ELECT OPTION (d) UNLESS IT HAS COMPLETED A NON TOP HEAVY
                  SCHEDULE.]

MINIMUM VESTING. (CHOOSE (e) OR (f))

[X]      (e) The Plan does not apply a minimum vesting rule.

[N/A]    (f) A Participant's Nonforfeitable Accrued Benefit will never be less
         than the lesser of $__ or his entire Accrued Benefit, even if the
         application of a graduated vesting schedule under Options (b) or (c)
         would result in a smaller Nonforfeitable Accrued Benefit.

LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (CHOOSE (g) OR
(h))

[N/A]    (g) Subject to the vesting election under Options (a), (b) or (c).

[X]      (h) 100% Nonforfeitable at all times, irrespective of the vesting
         election under Options (b) or (c)(2).

     5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section 5.04(C)
of the Plan: (CHOOSE (a) OR (b))

[N/A]    (a) Does not apply.

[X]      (b) Will apply to determine the timing of forfeitures for 0% vested
         Participants. A Participant is not a 0% vested Participant if he has a
         Deferral Contributions Account.


                                       21

<Page>


     5.06 YEAR OF SERVICE - VESTING.

VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis
of the following 12 consecutive month periods: (CHOOSE (a) OR (b))

[X]      (a) Plan Years.

[N/A]    (b) Employment Years. An Employment Year is the 12 consecutive month
         period measured from the Employee's Employment Commencement Date and
         each successive 12 consecutive month period measured from each
         anniversary of that Employment Commencement Date.

HOURS OF SERVICE. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (CHOOSE (c) OR (d))

[X]      (c) 1,000 Hours of Service.

[N/A]    (d) ___ Hours of Service. [NOTE: THE HOURS OF SERVICE REQUIREMENT MAY
         NOT EXCEED 1,000.]

     5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (CHOOSE (a) OR AT LEAST ONE OF (b)
THROUGH (e))

[X]      (a) None other than as specified in Section 5.08(a) of the Plan.

[N/A]    (b) Any Year of Service before the Participant attained the age of _.
         [NOTE: THE AGE SELECTED MAY NOT EXCEED AGE 18.]

[N/A]    (c) Any Year of Service during the period the Employer did not maintain
         this Plan or a predecessor plan.

[N/A]    (d) Any Year of Service before a Break in Service if the number of
         consecutive Breaks in Service equals or exceeds the greater of 5 or the
         aggregate number of the Years of Service prior to the Break. This
         exception applies only if the Participant is 0% vested in his Accrued
         Benefit derived from Employer contributions at the time he has a Break
         in Service. Furthermore, the aggregate number of Years of Service
         before a Break in Service do not include any Years of Service not
         required to be taken into account under this exception by reason of any
         prior Break in Service.

[N/A]    (e) Any Year of Service earned prior to the effective date of ERISA if
         the Plan would have disregarded that Year of Service on account of an
         Employee's Separation from Service under a Plan provision in effect and
         adopted before January 1, 1974.

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

CODE SECTION 411(d)(6) PROTECTED BENEFITS. The elections under this Article
VI may not eliminate Code Section 411(d)(6) protected benefits. To the extent
the elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the
optional forms of benefit under the Plan, the more liberal options apply on
the later of the adoption date or the Effective Date of this Adoption
Agreement.

                                       22
<Page>


     6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

DISTRIBUTION DATE. A distribution date under the Plan means any day the
Trustee and all major stock exchanges are open for business ("a valuation
date"). [NOTE: THE EMPLOYER MUST SPECIFY THE APPROPRIATE DATE(S). THE SPECIFIED
DISTRIBUTION DATES PRIMARILY ESTABLISH ANNUITY STARTING DATES AND THE NOTICE AND
CONSENT PERIODS PRESCRIBED BY THE PLAN. THE PLAN ALLOWS THE TRUSTEE AN
ADMINISTRATIVELY PRACTICABLE PERIOD OF TIME TO MAKE THE ACTUAL DISTRIBUTION
RELATING TO A PARTICULAR DISTRIBUTION DATE.]

NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (CHOOSE (a), (b), (c)
(d) OR (e))

[N/A]    (a) ___ of the ___ Plan Year beginning after the Participant's
         Separation from Service.

[X]      (b) any valuation date following the Participant's Separation from
         Service.

[N/A]    (c) ___ of the Plan Year after the Participant incurs ___ Break(s)
         in Service (as defined in Article V).

[N/A]    (d) ___ following the Participant's attainment of Normal Retirement
         Age, but not earlier than _ days following his Separation from Service.

[N/A]    (e) (SPECIFY) ___.

NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. See the elections under Section
6.03.

DISABILITY. The distribution date, subject to Section 6.01(A)(3), is:
(CHOOSE (f), (g) OR (h))

[N/A]    (f) ___ after the Participant terminates employment because of
         disability.

[X]      (g) The same as if the Participant had terminated employment without
         disability.

[N/A]    (h) (SPECIFY) ___.

HARDSHIP. (CHOOSE (i) OR (j))

[X]      (i) The Plan does not permit a hardship distribution to a Participant
         who has separated from service.

[N/A]    (j) The Plan permits a hardship distribution to a Participant who has
         separated from Service in accordance with the hardship distribution
         policy stated in: (CHOOSE (1), (2) OR (3))

         [N/A]    (1) Section 6.01(A)(4) of the Plan.

         [N/A]    (2) Section 14.11 of the Plan.

         [N/A]    (3) The addendum to this Adoption Agreement, numbered Section
                  6.01.


                                       23
<Page>


DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (CHOOSE (k), (l) OR (m))

[N/A]    (k) Treats the default as a distributable event. The Trustee, at the
         time of the default, will reduce the Participant's Nonforfeitable
         Accrued Benefit by the lesser of the amount in default (plus accrued
         interest) or the Plan's security interest in that Nonforfeitable
         Accrued Benefit. To the extent the loan is attributable to the
         Participant's Deferral Contributions Account, Qualified Matching
         Contributions Account or Qualified Nonelective Contributions Account,
         the Trustee will not reduce the Participant's Nonforfeitable Accrued
         Benefit unless the Participant has separated from Service or unless the
         Participant has attained age 59 1/2.

[N/A]    (l) Does not treat the default as a distributable event. When an
         otherwise distributable event first occurs, pursuant to Section 6.01 or
         Section 6.03 of the Plan, the Trustee will reduce the Participant's
         Nonforfeitable Accrued Benefit by the lesser of the amount in default
         (plus accrued interest) or the Plan's security interest in that
         Nonforfeitable Accrued Benefit.

[X]      (m) (SPECIFY) A default is treated under Option (1) or (2) to the
         extent permitted by law

     6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (CHOOSE (a) OR
AT LEAST ONE OF (b), (c), (d) AND (e))

[N/A]    (a) No modifications.

[N/A]    (b) Except as required under Section 6.01 of the Plan, a lump sum
         distribution is not available: ___.

[X]      (c) An installment distribution: (CHOOSE (1) OF AT LEAST ONE OF (2) OR
         (3))

         [X]      (1) Is not available under the Plan.

         [N/A]    (2) May not exceed the lesser of ___ years or the maximum
                  period permitted under Section 6.02.

         [N/A]    (3) (SPECIFY) ___.

[N/A]      (d) The Plan permits the following annuity options:

     Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
6.04(E). [NOTE: THE EMPLOYER MAY SPECIFY ADDITIONAL ANNUITY OPTIONS IN AN
ADDENDUM TO THIS ADOPTION AGREEMENT, NUMBERED 6.02(d).]

[N/A]    (e) If the Plan invests in qualifying Employer securities, as described
         in Section 10.03(F), a Participant eligible to elect distribution under
         Section 6.03 may elect to receive that distribution in Employer
         securities only in accordance with the provisions of the addendum to
         this Adoption Agreement, numbered 6.02(e).

     6.03 BENEFIT PAYMENT ELECTIONS.

PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (CHOOSE AT LEAST
ONE OF (a) THROUGH (c))

[N/A]    (a) As of any distribution date, but not earlier than ___ of the ___
         Plan Year beginning after the Participant's Separation from Service.

[X]      (b) As of the following date(s): (CHOOSE AT LEAST ONE OF OPTIONS (1)
         THROUGH (6))


                                       24
<Page>


         [N/A]    (1) Any distribution date after the close of the Plan Year
                  in which the Participant attains Normal Retirement Age.

         [X]      (2) Any distribution date following his Separation from
                  Service with the Employer.

         [N/A]    (3) Any distribution date in the ___ Plan Year(s) beginning
                  after his Separation from Service.

         [N/A]    (4) Any distribution date in the Plan Year after the
                  Participant incurs ___ Break(s) in Service (as defined in
                  Article V).

         [N/A]    (5) Any distribution date following attainment of age ___ and
                  completion of at least ___ Years of Service (as defined in
                  Article V).

         [N/A]    (6) (SPECIFY) ___.

[N/A]    (c) (SPECIFY) ___.

     The distribution events described in the election(s) made under Options
(a), (b) or (c) apply equally to all Accounts maintained for the Participant
unless otherwise specified in Option (c).

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - REGULAR MATCHING
CONTRIBUTIONS ACCOUNT AND EMPLOYER CONTRIBUTIONS ACCOUNT. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service. (CHOOSE (d) OR AT LEAST ONE OF (e)
THROUGH (h))

[N/A]    (d) No distribution options prior to Separation from Service.

[X]      (e) Attainment of Specified Age. Until he retires, the Participant has
         a continuing election to receive all or any portion of his
         Nonforfeitable interest in these Accounts after he attains: (CHOOSE (1)
         OR (2))

         [N/A]    (1) Normal Retirement Age.

         [X]      (2) 59 1/2 years of age and is at least 0% vested in these
                  Accounts. [NOTE: IF THE PERCENTAGE IS LESS THAN 100%, SEE THE
                  SPECIAL VESTING FORMULA IN SECTION 5.03.

[N/A]    (f) After a Participant has participated in the Plan for a period of
         not less than ___ years and he is 100% vested in these Accounts, until
         he retires, the Participant has a continuing election to receive all or
         any portion of the Accounts. [NOTE: THE NUMBER IN THE BLANK SPACE MAY
         NOT BE LESS THAN 5.]

[N/A]    (g) HARDSHIP. A Participant may elect a hardship distribution prior to
         his Separation from Service in accordance with the hardship
         distribution policy: (CHOOSE (1), (2) OR (3); (4) IS AVAILABLE ONLY AS
         AN ADDITIONAL OPTION)

         [N/A]    (1) Under Section 6.01(A)(4) of the Plan.

         [N/A]    (2) Under Section 14.11 of the Plan.

         [N/A]    (3) Provided in the addendum to this Adoption Agreement,
                  numbered Section 6.03.

         [N/A]    (4) In no event may a Participant receive a hardship
                  distribution before he is at least ___% vested in these
                  Accounts. [NOTE: IF THE PERCENTAGE IN THE BLANK IS LESS THAN
                  100%, SEE THE SPECIAL VESTING FORMULA IN SECTION 5.03.]

[N/A]    (h) (SPECIFY) ___.


                                       25

<Page>

[NOTE: THE EMPLOYER MAY USE AN ADDENDUM, NUMBERED 6.03, TO PROVIDE ADDITIONAL
LANGUAGE AUTHORIZED BY OPTIONS (b)(6), (c), (g)(3) OR (h) OF THIS ADOPTION
AGREEMENT SECTION 6.03.]

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - DEFERRAL CONTRIBUTIONS
ACCOUNT, QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT AND QUALIFIED NONELECTIVE
CONTRIBUTIONS ACCOUNT. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service. (CHOOSE (i) OR AT LEAST ONE OF (j)
THROUGH (l))

[N/A]    (i) No distribution options prior to Separation from Service.

[X]      (j) Until he retires, the Participant has a continuing election to
         receive all or any portion of these Accounts after he attains: (CHOOSE
         (1) OR (2))

         [N/A]    (1) The later of Normal Retirement Age or age 59 1/2.

         [X]      (2) Age 59 1/2 (at least 59 1/2).

[X]      (k) Hardship. A Participant, prior to this Separation from Service, may
         elect a hardship distribution from his Deferral Contributions Account
         in accordance with the hardship distribution policy under Section 14.11
         of the Plan.

[N/A]    (l) (SPECIFY)__. [NOTE: OPTION (l) MAY NOT PERMIT IN SERVICE
         DISTRIBUTIONS PRIOR TO AGE 59 1/2 (OTHER THAN HARDSHIP) AND MAY NOT
         MODIFY THE HARDSHIP POLICY DESCRIBED IN SECTION 14.11.]

SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all
of the assets (within the meaning of Code Section 409(d)(2)) used in a trade
or business or sells a subsidiary (within the meaning of Code Section
409(d)(3)), a Participant who continues employment with the acquiring
corporation is eligible for distribution from his Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account: (CHOOSE (m) OR (n))

[X]      (m) Only as described in this Adoption Agreement Section 6.03 for
         distributions prior to Separation from Service.

[N/A]    (n) As if he has a Separation from Service. After March 31, 1988, a
         distribution authorized solely by reason of this Option (n) must
         constitute a lump sum distribution, determined in a manner consistent
         with Code Section 401(k)(10) and the applicable Treasury regulations.

     6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (CHOOSE (a) OR (b))

[X]      (A) Apply only to a Participant described in Section 6.04(E) of the
         Plan (relating to the profit sharing exception to the joint and
         survivor requirements).

[N/A]    (b) Apply to all Participants.

                                   ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

     9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (CHOOSE (a), (b) OR (c))


                                       26
<Page>

[X]      (a) 0 % per annum. [NOTE: THE PERCENTAGE MAY EQUAL 0%.]

[N/A]    (b) The 90 day Treasury bill rate in effect at the beginning of the
         current valuation period.

[N/A]    (c)(SPECIFY)__.

     9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAINS OR LOSS. Pursuant
to Section 14.12, to determine the allocation of net income, gain or loss:
(COMPLETE ONLY THOSE ITEMS, IF ANY, WHICH ARE APPLICABLE TO THE EMPLOYER'S
PLAN)

[X]      (a) For salary reduction contributions, the Advisory Committee will:
         (CHOOSE (1), (2), (3), (4) OR (5))

         [N/A]    (1) Apply Section 9.11 without modification.

         [X]      (2) Use the segregated account approach described in Section
                  14.12.

         [N/A]    (3) Use the weighted average method described in Section
                  14.12, based on a _ weighting period.

         [N/A]    (4) Treat as part of the relevant Account at the beginning of
                  the valuation period _% of the salary reduction contributions:
                  (CHOOSE (a) OR (b))

                  [N/A]    (a) made during that valuation period.

                  [N/A]    (b) made by the following specified time: __.

         [N/A]    (5) Apply the allocation method described in the addendum to
                  this Adoption Agreement numbered 9.11(a).

[X]      (b) For matching contributions, the Advisory Committee will: (CHOOSE
         (1), (2) (3) OR (4))

         [N/A]    (1) Apply Section 9.11 without modification.

         [N/A]    (2) Use the weighted average method described in Section
                  14.12, based on a __ weighting period.

         [N/A]    (3) Treat as part of the relevant Account at the beginning of
                  the valuation period __% of the matching contributions
                  allocated during the valuation period.

         [X]      (4) Apply the allocation method described in the addendum to
                  this Adoption Agreement numbered 9.11(b).

[X]      (c) For Participant nondeductible contributions, the Advisory
         Committee will: (CHOOSE (1), (2), (3) OR (4))

         [N/A]    (1) Apply Section 9.11 without modification.

         [X]      (2) Use the segregated account approach described in Section
                  14.12.

         [N/A]    (3) Use the weighted average method described in Section
                  14.12, based on a __ weighting period.

         [N/A]    (4) Treat as part of the relevant Account at the beginning of
                  the valuation period __% of the Participant nondeductible
                  contributions: (CHOOSE (a) OR (b))

                  [N/A]    (a) made during that valuation period.

                  [N/A]    (b) made by the following specified time: __.


                                       27
<Page>

         [N/A]    (5) Apply the allocation method described in the addendum to
                  this Adoption Agreement numbered 9.11(c).

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

     10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (CHOOSE (a) OR (b))

[N/A]    (a) May not exceed 10% of Plan assets.

[X]      (b) May not exceed 0 % of Plan assets. [NOTE: THE PERCENTAGE MAY NOT
         EXCEED 100%.]

     10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
must value the Trust Fund on the following valuation date(s): (CHOOSE (a) OR
(b))

[N/A]    (a) No other mandatory valuation dates.

[X]      (B) (SPECIFY) Any day that the Trustee and all major stock markets are
         open for business.


                                       28
<Page>

                             EFFECTIVE DATE ADDENDUM
                              (RESTATED PLANS ONLY)

     The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (CHOOSE WHICHEVER ELECTIONS APPLY)

[N/A]    (a) COMPENSATION DEFINITION. The Compensation definition of Section
         1.12 (other than the $200,000 limitation) is effective for Plan Years
         beginning after __. [NOTE: MAY NOT BE EFFECTIVE LATER THAN THE FIRST
         DAY OF THE FIRST PLAN YEAR BEGINNING AFTER THE EMPLOYER EXECUTES THIS
         ADOPTION AGREEMENT TO RESTATE THE PLAN FOR THE TAX REFORM ACT OF 1986,
         IF APPLICABLE.]

[N/A]    (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in
         Adoption Agreement Section 2.01 are effective for Plan Years beginning
         after __.

[N/A]    (c) SUSPENSION OF YEARS OF SERVICE. The suspension of Years of Service
         rule elected under Adoption Agreement Section 2.03 is effective for
         Plan Years beginning after __.

[N/A]    (d) CONTRIBUTION/ALLOCATION FORMULA. The contribution formula elected
         under Adoption Agreement Section 3.01 and the method of allocation
         elected under Adoption Agreement Section 3.04 is effective for Plan
         Years beginning after __.

[N/A]    (e) ACCRUAL REQUIREMENTS. The accrual requirements of Section 3.06 are
         effective for Plan Years beginning after __.

[N/A]    (f) EMPLOYMENT CONDITION. The employment condition of Section 3.06 is
         effective for Plan Years beginning after __.

[N/A]    (g) ELIMINATION OF NET PROFITS. The requirement for the Employer not to
         have net profits to contribute to this Plan is effective for Plan Years
         beginning after _. [NOTE: THE DATE SPECIFIED MAY NOT BE EARLIER THAN
         DECEMBER 31, 1985.]

[N/A]    (h) VESTING SCHEDULE. The vesting schedule elected under Adoption
         Agreement Section 5.03 is effective for Plan Years beginning after __.

[X]      (i) ALLOCATION OF EARNINGS. The special allocation provisions elected
         under Adoption Agreement Section 9.11 are effective for Plan Years
         beginning after effective as of the first day implemented by the
         Trustee.

[X]      (j) (SPECIFY) Annuity forms of benefit are first available as of
         September 1, 1998, and are eliminated effective July 1, 2001. The
         addendum regarding Early Retirement Age is effective as of the dates
         therein stated. The maximum rate of deferral is 20% effective 1/1/2001.

     For Plan Years prior to the special Effective Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for purposes
of the designated provisions. A special Effective Date may not result in the
delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.


                                       29

<Page>


                    ADDENDUM TO ADOPTION AGREEMENT 9.11(b)

     Use the segregated account approach described in Section 14.12.


<Page>

                                 EXECUTION PAGE

     The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this _______ day of
________________,_______.

                            Name and EIN of Employer:
                            Petco Animal Supplies
                            95-2650552

                            Signed: /s/ [ILLEGIBLE]
                                    ____________________________

                            Name(s) of Trustee:
                            The Chicago Trust Company

                            Signed: ____________________________

PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.

USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement (may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.

MASTER PLAN SPONSOR. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: The Chicago Trust Company 312-223-5200.

RELIANCE ON OPINION LETTER. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.


                                       30
<Page>

[PETCO LOGO]

--------------------------------------------------------------------------------
                       "SUMMARY OF MATERIAL MODIFICATION"
                                     TO THE
                        PETCO ANIMAL SUPPLIES 401(K) PLAN
                                 (July 31, 2001)
--------------------------------------------------------------------------------

     The Petco Animal Supplies 401(k) Plan ("Plan") has been amended to require
that all distributions from the Plan be paid out as a cash lump sum. The Plan
will no longer offer annuity payouts. This amendment will go into effect on
November 1, 2001. If you have any questions please call Laura Horn, Benefits
Administrator at (888) 583-6044, ext. 3171.