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                                                                   Exhibit 10.12









                                 APPLETON PAPERS
                             RETIREMENT SAVINGS AND
                            EMPLOYEE STOCK OWNERSHIP
                                      PLAN

                        (Effective as of January 1, 2001)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
APPLETON PAPERS RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN..........................................    1

INTRODUCTION..................................................................................................    1

ARTICLE 1:  DEFINITIONS.......................................................................................    2

   1.1      ACP...............................................................................................    2
   1.2      Actual Contribution Ratio.........................................................................    2
   1.3      Actual Deferral Ratio.............................................................................    2
   1.4      ADP...............................................................................................    3
   1.5      Affiliate.........................................................................................    3
   1.6      Annual Additions..................................................................................    3
   1.7      Bargaining Unit Employee..........................................................................    4
   1.8      Beneficiary.......................................................................................    4
   1.9      Closing Date......................................................................................    4
   1.10     Code..............................................................................................    5
   1.11     Combined Account..................................................................................    5
   1.12     Committee.........................................................................................    5
   1.13     Company...........................................................................................    5
   1.14     Company Stock.....................................................................................    5
   1.15     Compensation......................................................................................    5
   1.16     Covered Compensation..............................................................................    6
   1.17     Date of Employment................................................................................    6
   1.18     Date of Severance.................................................................................    6
   1.19     Disability........................................................................................    6
   1.20     Elective Account..................................................................................    6
   1.21     Elective Contributions............................................................................    7
   1.22     Elective Deferrals................................................................................    7
   1.23     Employee..........................................................................................    7
   1.24     Entry Date........................................................................................    7
   1.25     ERISA.............................................................................................    7
   1.26     ESOP Accounts.....................................................................................    7
   1.27     ESOP Component....................................................................................    8
   1.28     ESOP Elective Account.............................................................................    8
   1.29     ESOP Matching Account.............................................................................    8
   1.30     ESOP Profit Sharing Account.......................................................................    8
   1.31     ESOP Rollover Account.............................................................................    8
   1.32     ESOP Transfer Account.............................................................................    8
   1.33     FMV of Company Stock..............................................................................    8
   1.34     Former Participant................................................................................    9
   1.35     Fund..............................................................................................    9
   1.36     HCE...............................................................................................    9
   1.37     Hour of Service...................................................................................    9
   1.38     Independent Appraiser.............................................................................   10
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
   1.39     Investment Fund..................................................................................    10
   1.40     Limitation Year..................................................................................    10
   1.41     Matching Account.................................................................................    10
   1.42     Matching Contributions...........................................................................    11
   1.43     MSP..............................................................................................    11
   1.44     Non-ESOP Accounts................................................................................    11
   1.45     Non-ESOP Component...............................................................................    11
   1.46     NHCE.............................................................................................    11
   1.47     Participant......................................................................................    11
   1.48     Pay Period; Pay Date.............................................................................    11
   1.49     Period of Service................................................................................    11
   1.50     Period of Severance..............................................................................    12
   1.51     Plan.............................................................................................    12
   1.52     Plan Administrator...............................................................................    12
   1.53     Plan Year........................................................................................    12
   1.54     Profit Sharing Account...........................................................................    12
   1.55     Profit Sharing Contribution......................................................................    13
   1.56     Related Company..................................................................................    13
   1.57     Retirement.......................................................................................    13
   1.58     Rollover Account.................................................................................    14
   1.59     Rollover Contribution............................................................................    14
   1.60     Savings Percentage...............................................................................    14
   1.61     Service..........................................................................................    14
   1.62     Trustee..........................................................................................    14
   1.63     Valuation Date...................................................................................    14

ARTICLE 2:  PARTICIPATION....................................................................................    15

   2.1      Eligibility......................................................................................    15
   2.2      Terms of Participation...........................................................................    15
   2.3      Transferred Employees............................................................................    16
   2.4      Reemployment.....................................................................................    16
   2.5      Bargaining Unit Employees........................................................................    17
   2.6      Leased Employees.................................................................................    17
   2.7      Adoption by Affiliate............................................................................    17

ARTICLE 3:  COMPANY CONTRIBUTIONS............................................................................    18

   3.1      Matching Contributions Prior to the Closing Date.................................................    18
   3.2      Matching Contributions After the Closing Date....................................................    19
   3.3      Discretionary Profit Sharing Contribution........................................................    21
   3.4      Time and Medium of Payment of Contributions; Allocation Rules....................................    21
   3.5      Reinstatements...................................................................................    22
   3.6      Contributions Conditioned On Deductibility.......................................................    23
   3.7      Rollover Contributions...........................................................................    23
   3.8      Prohibited Allocations of Stock in an S Corporation..............................................    23

ARTICLE 4:  VESTING..........................................................................................    24

   4.1      Fully Vested Accounts............................................................................    24
   4.2      Accounts Subject to Vesting Schedule.............................................................    24
</TABLE>

                                                                              ii

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<TABLE>
<S>                                                                                                              <C>
   4.3      SPECIAL VESTING RULES............................................................................    24

ARTICLE 5:  LIMITATIONS ON CONTRIBUTIONS.....................................................................    25

   5.1      Limitation On Elective Deferrals.................................................................    25
   5.2      ADP Limitation...................................................................................    26
   5.3      ACP Limitation...................................................................................    27
   5.4.     Maximum Limitations On Annual Additions..........................................................    28
   5.5      Deduction Limitation.............................................................................    29

ARTICLE 6:  THE FUND, INVESTMENTS, AND ACCOUNTING............................................................    30

   6.1      Trust Fund.......................................................................................    30
   6.2      Investment Funds in the Non-esop Component and the ESOP Component................................    30
   6.3      Participants' Designation of Investments Funds Under the Non-esop Component......................    31
   6.4      Participants' Designation of Investment in Company Stock.........................................    32
   6.5      Diversification of Esop Accounts.................................................................    33
   6.6      Reserved.........................................................................................    34
   6.7      Allocation and Crediting of Employer Contributions...............................................    34
   6.8      Valuation of Investment Funds and Adjustment of Non-esop Accounts................................    34
   6.9      Adjustment of Esop Accounts......................................................................    35
   6.10     Former Participants and Beneficiaries............................................................    36
   6.11     Loans............................................................................................    36

ARTICLE 7:  DISTRIBUTION.....................................................................................    40

   7.1      Distribution Options for Participants Who Retire or Incur a Disability...........................    40
   7.2      Distribution Options Upon Death..................................................................    41
   7.3      Distribution Options Upon Termination of Employment/permanent Layoff.............................    41
   7.4      Form of Distributions............................................................................    42
   7.5      Forfeitures......................................................................................    42
   7.6      Amount of Distribution...........................................................................    43
   7.7      Participant's Right to Consent to Distributions..................................................    43
   7.8      Time When Distributions Must Commence............................................................    43
   7.9      Hardship.........................................................................................    44
   7.10     Inability to Locate Distributee..................................................................    46
   7.11     Restrictions On In-service Distributions.........................................................    46
   7.12     Direct Rollovers.................................................................................    46
   7.13     Qualified Domestic Relations Orders..............................................................    47

ARTICLE 8:  ADMINISTRATION OF THE PLAN.......................................................................    48

   8.1      Appointment of Esop Committee....................................................................    48
   8.2      Named Fiduciaries................................................................................    48
   8.3      Allocation of Fiduciary and Other Responsibilities...............................................    49
   8.4      Quorum and Voting; Procedures....................................................................    49
   8.5      Service in Multiple Capacities...................................................................    49
   8.6      Powers and Authority.............................................................................    49
   8.7      Powers of Plan Administrator.....................................................................    49
   8.8      Powers of Committee..............................................................................    50
   8.9      Advisors.........................................................................................    51
</TABLE>

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<S>                                                                                                              <C>
   8.10     Powers Not Exclusive.............................................................................    51
   8.11     Limitation of Liability; Indemnity...............................................................    51

ARTICLE 9:  AMENDMENT OF THE PLAN............................................................................    52

   9.1      Amendment........................................................................................    52

ARTICLE 10:  TERMINATION OF THE PLAN; MERGER.................................................................    53

   10.1     Termination......................................................................................    53
   10.2     Plan Merger......................................................................................    53

ARTICLE 11:  LIMITATION OF RIGHTS OF PARTICIPANTS, FORMER PARTICIPANTS & BENEFICIARIES.......................    54

   11.1     No Employment Rights.............................................................................    54
   11.2     Spendthrift Clause...............................................................................    54
   11.3     Incompetents.....................................................................................    54
   11.4     Minors...........................................................................................    54
   11.5     Doubt as to Identity.............................................................................    54
   11.6     Discharge of Liability...........................................................................    55

ARTICLE 12:  TOP-HEAVY PROVISIONS............................................................................    56

   12.1     Application of Article 12........................................................................    56
   12.2     Top-heavy Determination..........................................................................    56
   12.3     Reserved.........................................................................................    56
   12.4     Minimum Contributions............................................................................    56
   12.5     Reserved.........................................................................................    57
   12.6     Definitions......................................................................................    57

ARTICLE 13:  RESERVED........................................................................................    59


ARTICLE 14:  RIGHTS, RESTRICTIONS, AND OPTIONS ON COMPANY STOCK..............................................    60

   14.1     Right of First Refusal...........................................................................    60
   14.2     Share Legend; Other Restrictions.................................................................    60
   14.3     Nonterminable Rights.............................................................................    60

ARTICLE 15:  VOTING AND TENDERING OF STOCK...................................................................    61

   15.1     Voting of Company Stock..........................................................................    61
   15.2     Tendering of Company Stock.......................................................................    61

ARTICLE 16:  MISCELLANEOUS...................................................................................    63

   16.1     Severability.....................................................................................    63
   16.2     Captions.........................................................................................    63
   16.3     Construction.....................................................................................    63
</TABLE>

                                                                              iv

<PAGE>

                                 APPLETON PAPERS
                             RETIREMENT SAVINGS AND
                            EMPLOYEE STOCK OWNERSHIP
                                      PLAN

                                  INTRODUCTION

     Background; Amendment and Restatement of Plan. Appleton Papers Inc. (the
"Company") established the Appleton Papers Retirement Savings Plan (the "Plan")
effective January 1, 1985 to provide retirement benefits for its eligible
Employees through a tax-qualified retirement benefit plan. This is an amendment
and restatement of the Plan, effective as of January 1, 2001. The benefits of
Participants who terminated employment prior to the effective date of this
restatement shall be determined under the terms of the Plan in effect at their
termination of employment.

     Purpose of Amendment and Restatement. This Plan, as reflected in this
amendment and restatement, is maintained by the Company to enable eligible
Employees of the Company and its affiliates to: (1) accumulate funds for their
future security by electing to make cash or deferral contributions and by
sharing in employer contributions to the Plan; and (2) acquire stock ownership
interests in the Company. Accordingly, the Plan contains the following two
separate components:

          .    A Non-ESOP Component intended to meet the applicable requirements
               of Section 401(a) of the Internal Revenue Code of 1986 (the
               "Code"), including a cash or deferred arrangement intended to
               qualify under Section 401(k) of the Code.

          .    An ESOP Component that is designed to invest primarily in stock
               of the Company and that is intended to meet the applicable
               requirements of Sections 401(a), 409, and 4975(e)(7) of the Code
               and Section 407(d)(6) of the Employee Retirement Income Security
               Act of 1974 ("ERISA"), which also includes a cash or deferred
               arrangement intended to qualify under Section 401(k) of the Code.

The Plan, as amended from time to time thereafter, has been and continues to be
administered and operated in accordance with relevant provisions of the Code and
other applicable laws and regulations.

                                                                               1

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                             ARTICLE 1: definitions

In construing the following definitions and the balance of the Plan, the
masculine pronoun wherever used includes the feminine, and the singular includes
the plural.

1.1      ACP

The term "ACP" (an acronym for Average Contribution Percentage) means, for a
specified group of eligible Employees for any Plan Year (i.e., HCEs or NHCEs),
the average of the Actual Contribution Ratios (calculated separately for each
Employee in the group, and calculated separately for the ESOP and Non-ESOP
Components of the Plan).

1.2      Actual Contribution Ratio

(a)      The term "Actual Contribution Ratio" means, for each Employee for any
         Plan Year, the ratio of:

         (1)      the sum of the amount of Matching Contributions actually paid
                  into the Fund on behalf of such Employee for such Plan Year,
                  to

         (2)      the Employee's compensation (within the meaning of Section
                  414(s) of the Code) for such Plan Year.

(b)      The Actual Contribution Ratio shall be calculated separately based upon
         the Matching Contributions made on behalf of such Employee for such
         Plan Year to the ESOP Component and to the Non-ESOP Component and
         separately for Bargaining Unit Employees.

(c)      The Actual Contribution Ratio for any HCE who is a participant under
         two or more arrangements described in Code Section 401(k) sponsored by
         the Company or a Related Company shall be determined as if all such
         arrangements (except plans that may not be aggregated under applicable
         regulations) were one such arrangement.

1.3      Actual Deferral Ratio

(a)      The term "Actual Deferral Ratio" means, for each Employee for any Plan
         Year, the ratio of:

         (1)      the sum of the amount of Elective Contributions actually paid
                  into the Fund on behalf of such Employee for such Plan Year,
                  to

         (2)      the Employee's compensation (within the meaning of Section
                  414(s) of the Code) for such Plan Year.

(b)      The Actual Deferral Ratio shall be calculated separately based upon the
         Elective Contributions made on behalf of such Employee for such Plan
         Year to the ESOP

                                                                               2

<PAGE>

         Component and to the Non-ESOP Component, and separately for Bargaining
         Unit Employees.

(c)      The Actual Deferral Ratio for any HCE who is a participant under two or
         more arrangements described in Code Section 401(k) sponsored by the
         Company or a Related Company shall be determined as if all such
         arrangements (except plans that may not be aggregated under applicable
         regulations) were one such arrangement.

1.4      ADP

The term "ADP" (an acronym for Average Deferral Percentage) means, for a
specified group of eligible Employees for any Plan Year (i.e., HCEs or NHCEs),
the average of the Actual Deferral Ratios (calculated separately for each
Employee in the group, and calculated separately for the ESOP and Non-ESOP
Components of the Plan).

1.5      Affiliate

The word "Affiliate" means any Related Company and any corporation or
unincorporated trade or business that would be a Related Company if "more than
50%" were substituted for "80%" where "80%" appears in Section 1563(a) of the
Code or in the regulations promulgated under Section 414(c) of the Code.

1.6      Annual Additions

(a)      The term "Annual Additions" means the sum credited to a Participant for
         any Limitation Year of:

         (1)      employer contributions,

         (2)      employee contributions,

         (3)      forfeitures,

         (4)      amounts allocated to an individual medical account (as defined
                  in Section 415(l)(2) of the Code) that is part of a pension or
                  annuity plan maintained by the Company or an Affiliate, and

         (5)      amounts derived from contributions paid or accrued after
                  December 31, 1985 in taxable years ending after such date,
                  that are attributable to post-retirement medical benefits
                  allocated to the separate account of a key employee (as
                  defined in Section 419A(d)(3) of the Code) under a welfare
                  benefit fund (as defined in Section 419(e) of the Code)
                  maintained by the Company or an Affiliate.

         The term Annual Additions shall not include any Rollover Contribution
made by a Participant under the Plan.

                                                                               3

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(b)      In all instances, the determination of a Participant's Annual Additions
         for any Limitation Year shall be made in accordance with Code Section
         415 and the regulations there under, as amended, the provisions of
         which are hereby incorporated by reference.

1.7      Bargaining Unit Employee

The term "Bargaining Unit Employee" means an Employee employed primarily to
render services within the jurisdiction of a union, where his compensation,
hours of work, or conditions of employment are determined by collective
bargaining with such union.

1.8      Beneficiary

(a)      The word "Beneficiary" means any person designated in writing by a
         Participant in accordance with prescribed rules, to receive any
         distribution in the event of the death of the Participant, or, if no
         such designation is in effect, then the surviving spouse, or children,
         or the estate of the Participant in such order of priority.

(b)      Notwithstanding subsection (a) above, a Participant's sole Beneficiary
         shall be his surviving spouse (if he has a surviving spouse) unless he
         has designated another Beneficiary with the written consent of such
         spouse (which consent shall not be effective unless it acknowledges the
         effect of such designation and is witnessed by a notary public). Any
         change in a Beneficiary designation by a Participant that has the
         effect of naming a person other than the surviving spouse as sole
         Beneficiary is subject to the above consent requirement.
         Notwithstanding the foregoing, if a Participant establishes to the
         satisfaction of the Plan Administrator or his delegate that written
         consent cannot be obtained because the spouse cannot be located, or
         because of such other circumstances as permitted under applicable law,
         the spouse whose written consent was unobtainable will be deemed to
         have consented to any designation or change of Beneficiary. Any such
         consent shall be effective only with respect to the spouse who gave or
         was deemed to have given the consent and shall be irrevocable.

1.9      Closing Date

The term "Closing Date" means the date upon which Buyer (as defined below)
purchased from Seller (as defined below) all of the partnership interests in
Arjo Wiggins Delaware General Partnership, a Delaware partnership, with all of
its subsidiaries including the Company. "Buyer" collectively means Paperweight
Development Corporation ("PDC"), a Wisconsin corporation and New Appleton LLC, a
Wisconsin limited liability company owned by PDC. "Seller" collectively means
Arjo Wiggins North America Investments, Ltd., a United Kingdom corporation, and
Arjo Wiggins U.S. Holdings, Ltd., a United Kingdom corporation.

                                                                               4

<PAGE>

1.10     Code

The word "Code" means the Internal Revenue Code of 1986, as amended.

1.11     Combined Account

The term "Combined Account" means the sum of a Participant's ESOP Accounts and
Non-ESOP Accounts.

1.12     Committee

The word "Committee" means the ESOP Committee appointed pursuant to Article 8 of
the Plan.

1.13     Company

(a)      The word "Company" means Appleton Papers Inc., a Delaware corporation,
         and its predecessors and successors in interest, as appropriate.

(b)      The word "Company" also means any subsidiary or other affiliate of
         Appleton Papers Inc. that adopts the Plan with the approval of the
         Board of Directors of Appleton Papers Inc., subject to the provisions
         of Section 2.7.

1.14     Company Stock

For purposes of the Plan, the term "Company Stock" shall mean common stock
issued by the Company that is readily tradable on an established securities
market; provided, however, if the Company's common stock is not readily tradable
on an established securities market, the term "Company Stock" shall mean common
stock issued by the Company having a combination of voting power and dividend
rates equal to or in excess of: (a) that class of common stock of the Company
having the greatest voting power and (b) that class of common stock of the
Company having the greatest dividend rights. Non-callable preferred stock shall
be treated as Company Stock for purposes of the Plan if such stock is
convertible at any time into stock that is readily tradable on an established
securities market (or, if applicable, that meets the requirements of (a) and (b)
next above) and if such conversion is at a conversion price that, as of the date
of the acquisition by the Plan, is reasonable. For purposes of the immediately
preceding sentence, preferred stock shall be treated as non-callable if, after
the call, there will be a reasonable opportunity for a conversion that meets the
requirements of the immediately preceding sentence. Company Stock shall be held
under the Trust only if such stock satisfies the requirements of Section
407(d)(5) of ERISA.

1.15     Compensation

The word "Compensation" means, for any Limitation Year, the total wages,
salaries, fees and other amounts received by or made available to a Participant
for personal services actually rendered in the course of employment with the
Company, as determined under regulations implementing Section 415 of the Code.

                                                                               5

<PAGE>

1.16     Covered Compensation

(a)      The term "Covered Compensation" means, for any Plan Year, the regular
         wages or salary paid by the Company to a Participant for services
         during such period, including overtime, bonus, sales bonus and similar
         pay, but excluding any military allowances and all other special
         payments and determined before any Savings Percentage election made
         pursuant to Section 2.2 or salary reduction elections under a cafeteria
         plan under Code Section 125 or a qualified transportation fringe
         program under Code Section 132(f).

(b)      In addition to other applicable limitations set forth in the Plan, and
         notwithstanding any other provision of the Plan to the contrary, the
         annual compensation of each employee taken into account under the Plan
         shall not exceed $170,000, as adjusted from time to time by the
         Commissioner for increases in the cost of living in accordance with
         Section 401(a)(17)(B) of the Code.

1.17     Date of Employment

The term "Date of Employment" means the first date on which an Employee performs
an Hour of Service.

1.18     Date of Severance

(a)      The term "Date of Severance" means the earlier of:

         (1)      the date on which an Employee quits, retires, is discharged or
                  dies, or

         (2)      the first anniversary of the first date on which an Employee
                  remains absent from employment with the Company or a Related
                  Company for any reason other than those described in paragraph
                  (1) above.

(b)      Reserved.

1.19     Disability

The term "Disability" means total and permanent physical or mental disability,
as evidenced by: (1) receipt of a Social Security disability pension, (2)
receipt of disability payments under the Company's long-term disability program,
or (3) medical proof to the satisfaction of the Plan Administrator.

1.20     Elective Account

The term "Elective Account" means the separate bookkeeping account established
for each Participant to which the Elective Contributions made on his behalf and
invested under the Non-ESOP Component of the Plan are credited.

                                                                               6

<PAGE>

1.21     Elective Contributions

The term "Elective Contributions" means amounts contributed by the Company on
behalf of a Participant up to 100% of the Participant's Savings Percentage. As
soon as practicable on and after the Closing Date, a Participant may designate
(in accordance with Sections 6.3 and 6.4) whether his future Elective
Contributions shall be invested in the ESOP or Non-ESOP Component.

1.22     Elective Deferrals

The term "Elective Deferrals" means Elective Contributions and any other
elective deferrals as defined in Section 402(g)(3) of the Code and the
regulations there under.

1.23     Employee

(a)      The word "Employee" means any person employed by the Company with the
         exception of leased employees within the meaning of Section 414(n) of
         the Code.

(b)      For all purposes of the Plan, an individual shall be an Employee of or
         be "employed" by the Company for any Plan Year only if such individual
         is treated by the Company as an employee for purposes of employment
         taxes and wage withholding for federal income taxes. If an individual
         is not considered to be an Employee of the Company for a Plan Year in
         accordance with the preceding sentence, a subsequent determination by
         the Company, any governmental agency or court that the individual is a
         common law employee of the Company, even if such determination is
         applicable to prior years, will not have a retroactive effect for
         purposes of eligibility to participate in the Plan.

1.24     Entry Date

The term "Entry Date" means the first day on which an Employee satisfies the
Eligibility requirements set forth in Section 2.1.

1.25     ERISA

The term "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

1.26     ESOP Accounts

The term "ESOP Accounts" means all of a Participant's ESOP Elective Account,
ESOP Matching Account, ESOP Rollover Account, ESOP Transfer Account and ESOP
Profit Sharing Account. The Plan Administrator may establish an "ESOP Stock
Account," an "ESOP Cash Account" and an "ESOP Loan Account" as subaccounts.

                                                                               7

<PAGE>

1.27   ESOP Component

The term "ESOP Component" means the portion of the Plan that is intended to
constitute an employee stock ownership plan designed to invest primarily in
Company Stock and that is intended to meet the applicable requirements of
Sections 401(a), 409, and 4975(e)(7) of the Code and Section 407(d)(6) of the
ERISA, with a cash or deferred feature designed to satisfy the applicable
requirements of Section 401(k) of the Code.

1.28   ESOP Elective Account

The term "ESOP Elective Account" means the separate bookkeeping account
established for each Participant to which the Elective Contributions made on his
behalf and invested under the ESOP Component of the Plan are credited.

1.29   ESOP Matching Account

The term "ESOP Matching Account" means the separate bookkeeping account
established for each Participant to which the Matching Contributions made on his
behalf and invested under the ESOP Component of the Plan are credited.

1.30   ESOP Profit Sharing Account

The term "ESOP Profit Sharing Account" means the separate bookkeeping account
established for each Participant to which the Profit Sharing Contributions made
on his behalf and invested under the ESOP Component of the Plan are credited.

1.31   ESOP Rollover Account

The term "ESOP Rollover Account" means the separate bookkeeping account
established for each Participant to which Rollover Contributions made by the
Participant under the ESOP Component of the Plan are credited.

1.32   ESOP Transfer Account

The term "ESOP Transfer Account" means the separate bookkeeping account
established for each Participant to which amounts are transferred from either
the Non-ESOP Component of the Plan or the MSP, pursuant to Section 6.4(b). The
Plan Administrator may direct the Trustee to establish different subaccounts in
the ESOP Transfer Account to recognize the different types of monies transferred
to the ESOP Transfer Account (e.g., 401(k) or matching contributions from the
Plan, or profit sharing contributions from the MSP).

1.33   FMV of Company Stock

The term "FMV of Company Stock" means the fair market value of Company Stock, at
a certain date, as determined by the Trustee based on the appraisal of an
Independent Appraiser.

                                                                               8

<PAGE>

1.34     Former Participant

The term "Former Participant" means any former Employee whose interest in the
Fund has not been completely distributed pursuant to Article 7.

1.35     Fund

The word "Fund" means the trust fund established by the Trust Agreement as
described in Article 6.

1.36     HCE

(a)      The term "HCE" means any employee who is a highly compensated employee
         as defined in Section 414(q) of the Code, which includes any employee
         who:

         (1)      was at any time a 5% owner (as defined in Section 416(i)(1) of
                  the Code) of the Company or a Related Company during the Plan
                  year or the preceding Plan Year;

         (2)      for the preceding Plan Year:

                  (A)      received compensation from the employer in excess of
                           $85,000 (as adjusted from time to time by the
                           Commissioner for increases in the cost of living in
                           accordance with Section 414(q)(1) of the Code); and

                  (B)      was in the top paid group of employees for such
                           preceding year.

(b)      Reserved.

(c)      With respect to a Plan Year being tested, the determination of who is
         an HCE, including but not limited to the determinations of the number
         and identity of the employees in the top-paid group and the
         compensation that is considered, will be made in accordance with Code
         Section 414(q) and the regulations there under.

(d)      Reserved.

1.37     Hour of Service

(a)      The term "Hour of Service" means:

         (1)      each hour for which an Employee is paid, or entitled to
                  payment, for the performance of duties for the Company or a
                  Related Company. These hours shall be credited to the Employee
                  for the computation period or periods in which the duties are
                  performed;

         (2)      each hour for which an Employee is paid, or entitled to
                  payment, by the Company or a Related Company on account of a
                  period of time during which no duties are

                                                                               9

<PAGE>

                  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; and

         (3)      each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Company or a
                  Related Company. The same Hours of Service shall not be
                  credited both under paragraph (1) or paragraph (2), as the
                  case may be, and under this paragraph (3). These hours shall
                  be credited to the Employee for the computation period or
                  periods to which the award or agreement pertains rather than
                  the computation period in which the award, agreement or
                  payment is made.

(b)      Hours of service shall be calculated and credited under this Section
         1.37 pursuant to Section 2530.200b-2 of the Department of Labor
         Regulations, incorporated herein by reference, and in accordance with
         the Family and Medical Leave Act of 1992 and regulations promulgated
         thereunder

(c)      Notwithstanding any provision of the Plan to the contrary,
         Participants' eligibility, vesting and benefit accrual shall be
         determined in accordance with Code Section 414(u).

1.38     Independent Appraiser

The term "Independent Appraiser" shall mean an Independent Appraiser as defined
in Section 401(a)(28) of the Code, in accordance with the terms of the Trust and
the provisions of Section 3(18) of ERISA.

1.39     Investment Fund

The term "Investment Fund" means a portion of the Fund that is separately
invested, as more specifically provided in Article 6.

1.40     Limitation Year

The term "Limitation Year" means the calendar year, unless another consecutive
twelve-month period is adopted by written resolution of the Company.

1.41     Matching Account

The term "Matching Account" means the separate bookkeeping account established
for each Participant to which Matching Contributions made on his behalf and
invested under the Non-ESOP Component are credited.

                                                                              10

<PAGE>

1.42     Matching Contributions

The term "Matching Contributions" means amounts contributed by the Company on
behalf of a Participant under Sections 3.1 and 3.2.

1.43     MSP

The term "MSP" means The Appleton Papers Inc. Retirement Medical Savings Plan.

1.44     Non-ESOP Accounts

The term "Non-ESOP Accounts" means the sum of a Participant's Elective Account,
Matching Account, Rollover Account, and Profit Sharing Account. The Plan
Administrator may establish a Non-ESOP Loan Account as a Sub Account.

1.45     Non-ESOP Component

The term "Non-ESOP Component" means the portion of the Plan that is intended to
constitute a profit sharing plan with a cash or deferred feature designed to
satisfy the applicable requirements of Sections 401(a) and 401(k) of the Code.

1.46     NHCE

The term "NHCE" (an acronym for Non-Highly Compensated Employee) means any
employee who is not a HCE.

1.47     Participant

The word "Participant" means any Employee who has enrolled in the Plan pursuant
to Section 2.2. or on whose behalf the Company makes a Profit Sharing
Contribution. "Participant" also means an individual who is a Former
Participant.

1.48     Pay Period; Pay Date

The term "Pay Period" means the applicable period for which Covered Compensation
is paid. The term "Pay Date" means the date upon which Covered Compensation
applicable to a Pay Period is actually paid.

1.49     Period of Service

The term "Period of Service" means the period commencing on an Employee's most
recent Date of Employment and ending on his next Date of Severance, including
any Period of Severance of less than 12 consecutive months. Service prior to the
effective date of this amendment and restatement of the Plan shall be included
in an Employee's Period of Service.

                                                                              11

<PAGE>

1.50     Period of Severance

(a)      The term "Period of Severance" means the period of time commencing on a
         Date of Severance and ending on the date on which an Employee again
         performs an Hour of Service; provided, however, the first twelve
         (12)-consecutive months of absence from work after a Severance Date
         shall not be included within a Period of Severance if such absence is
         for maternity or paternity reasons (as defined below).

(b)      For purposes of this Section 1.50, an absence from work for maternity
         or paternity reasons means a cessation of active employment (and
         continuous absence from such employment)

         (1)      by reason of the pregnancy of the individual,

         (2)      by reason of the birth of a child of the individual,

         (3)      by reason of the placement of a child with the individual in
                  connection with the adoption of such child by such individual,
                  or

         (4)      for purposes of caring for such child for a period beginning
                  immediately following such birth or placement.

1.51     Plan

The word "Plan" means the Appleton Papers Retirement Savings and Employee Stock
Ownership Plan, an amendment and restatement of the Appleton Papers Retirement
Savings Plan, effective as of January 1, 2001.

1.52     Plan Administrator

The term "Plan Administrator" means the individuals designated to act as such by
the Committee. The Committee may appoint different administrators for the ESOP
Component and the Non-ESOP Components of the Plan.

1.53     Plan Year

The term "Plan Year" means the calendar year.

1.54     Profit Sharing Account

The term "Profit Sharing Account" means the separate bookkeeping account
established for each Participant to which the Profit Sharing Contributions made
on his behalf and invested under the Non-ESOP Component of the Plan are
credited.

                                       12

<PAGE>

1.55     Profit Sharing Contribution

The term "Profit Sharing Contribution" means any amounts contributed by the
Company on behalf of a Participant under Section 3.3.

1.56     Related Company

(a)      The term "Related Company" means, for an applicable period:

         (1)      any corporation that is a member of a controlled group of
                  corporations (within the meaning of Section 414(b) of the Code
                  and the regulations there under) that includes the Company, or

         (2)      any trade or business (whether or not incorporated) that is
                  under common control with the Company, as determined in
                  accordance with Section 414(c) of the Code and the regulations
                  there under, or

         (3)      any organization that is a member of an "affiliated service
                  group" (within the meaning of Code Section 414(m) and the
                  regulations there under) that includes the Company, or

         (4)      any other entity required to be aggregated with the Company
                  pursuant to regulations promulgated under Section 414(o) of
                  the Code.

(b)      Reserved.

1.57     Retirement

(a)      The word "Retirement" means the termination of employment of a
         Participant on or after:

         (1)      the first day of the month coinciding with or next following
                  the retirement date under any defined benefit retirement plan
                  of the Company of which he is a member (including without
                  limitation the earliest retirement date available to such a
                  Participant, whether by reason of the regular terms of the
                  applicable retirement plan, or any special early retirement
                  option available to an employee through such retirement plan),
                  or

         (2)      if a Participant is not a member of any such plan, the first
                  day of any month coinciding with or following his attainment
                  of age 65.

(b)      Reserved.

                                                                              13

<PAGE>

1.58     Rollover Account

The term "Rollover Account" means the separate bookkeeping account established
for each Employee to which Rollover Contributions made by the Participant under
the Non-ESOP Component of the Plan are credited.

1.59     Rollover Contribution

The term "Rollover Contribution" means those contributions made by an eligible
Employee in accordance with Section 3.7 of the Plan. Such contributions must be
attributable to an amount distributable from:

(a)      a trust described in Section 401(a) of the Code;

(b)      an annuity plan described in Section 403(a) of the Code;

(c)      an individual retirement account or individual retirement annuity as
         defined in Section 408 of the Code; or

(d)      effective January 1, 2002, an arrangement described in Section 403(b)
         of the Code;

provided that such amount is an eligible rollover distribution as such term is
defined in the Code and applicable regulations.

1.60     Savings Percentage

The term "Savings Percentage" means for any Pay Period the percentage elected by
a Participant pursuant to Section 2.2 and in effect for such Pay Period.

1.61     Service

The word "Service" means the aggregate of an Employee's Periods of Service.

1.62     Trustee

The word "Trustee" means the trustee or trustees of the Fund at any time acting
under one or more Trust Agreements, as described in Article 6.

1.63     Valuation Date

Other than for Company Stock, the term "Valuation Date" means each day the New
York Stock Exchange is open for business or such other times as may be agreed to
in writing between the Company and the Trustee. For Company Stock, the term
"Valuation Date" means the semiannual date on which Company Stock is valued by
an Independent Appraiser, and such other Valuation Dates as are declared by the
Committee.

                                                                              14

<PAGE>

                            ARTICLE 2: Participation

2.1      Eligibility

(a)      Effective as of January 1, 2001 each Employee who was previously
         participating in the Plan shall continue to participate in the Plan, as
         amended and restated, subject to the terms of the Plan;

(b)      Each Employee who is hired on a full-time basis (other than a
         Bargaining Unit Employee) shall be eligible to become a Participant as
         of his or her Date of Employment; and

(c)      Prior to the Closing Date, an Employee who is a Bargaining Unit
         Employee shall be eligible to become a Participant on the beginning of
         the second calendar year quarter following his or her Date of
         Employment. After the Closing Date, an Employee who is a Bargaining
         Unit Employee shall be eligible to become a Participant on the first
         day he or she becomes eligible for welfare benefits as determined under
         the collective bargaining agreement covering such Bargaining Unit
         Employee.

(d)      Each regular Employee not described in subsections (a), (b) or (c)
         above shall be eligible to become a Participant on the first day of the
         calendar year quarter following the first anniversary of his Employment
         Date, if he has completed 1,000 Hours of Service within the 12-month
         period beginning on such Employment Date. An Employee subject to this
         subsection who does not complete 1,000 Hours of Service in that initial
         12-month period shall be eligible to become a Participant on the first
         day of the calendar year quarter next following the close of the first
         Plan Year in which he completes 1,000 Hours of Service.

2.2      Terms of Participation

(a)      Subject to the limitations set forth herein, an eligible Employee may
         become a Participant in the Plan by electing a Savings Percentage of
         any whole percentage of the Participant's Covered Compensation in an
         amount not less than two percent (2%) nor more than fifteen percent
         (15%) of such Covered Compensation; provided that the Company may, in
         its sole discretion, increase the maximum percentage on a year-by-year
         basis to the extent permitted by law. A Savings Percentage election
         shall be made in writing on a form prescribed and provided by the Plan
         Administrator, and shall include an agreement by the Employee to reduce
         his cash remuneration by an amount equal to such Savings Percentage.

(b)      An Employee's Savings Percentage election under subsection (a) above
         shall be effective upon the first Pay Date occurring on or after the
         Entry Date following the date he files an election form; provided the
         required form is completed, signed and received by the Company in such
         form and at such time the Plan Administrator may require.

(c)      A Participant may change the percentage designation of his election as
         of any Pay Date, and may terminate his election at any time, provided
         that such Participant notifies the

                                                                              15

<PAGE>

         Plan Administrator in such form and at such time as the Plan
         Administrator may require, but in all events prior to the proposed
         effective date of such change or termination. A termination shall take
         effect as soon as administratively practical after notification is
         received by the Company, but in no event later than 30 days thereafter.
         A Participant who so terminates his election may make a new election as
         provided in this Section 2.2, but in no event shall such election be
         effective sooner than the first Pay Date following ninety (90) days
         after such prior termination.

(d)      The Company shall contribute, on behalf of each Participant who elects
         to credit to this Plan the payment of certain elective benefit credits
         under an applicable Flexible Benefits Plan of the Company, if any, 100%
         of the value of such credits to such Participant's Elective Account
         under the Non-ESOP Component.

2.3      Transferred Employees

(a)      Except as provided below in this Section 2.3, each person who is
         transferred to the Company from a Related Company shall become eligible
         to enroll as a Participant upon his compliance with the eligibility
         requirements of Section 2.1 above.

(b)      Periods of employment with a Related Company or a series of Related
         Companies shall be included in determining an Employee's compliance
         with the eligibility requirements for participation in the Plan and for
         purposes of vesting under Article 4.

(c)      If a Participant is transferred to employment with a Related Company or
         a series of Related Companies, he shall not be deemed to have retired
         or terminated his Service or employment for purposes of this Plan until
         such time as he is employed neither by the Company nor by any Related
         Company. Upon Retirement, Disability, death, layoff or termination from
         service of such a Participant while in the employ of a Related Company,
         distribution shall be made in accordance with this Plan as if such
         Participant had been retired, become Disabled, died, been laid off, or
         terminated his service in the employ of the Company.

(d)      Nothing in this Section 2.3 shall be construed to authorize a
         Participant to share in contributions under this Plan with respect to
         remuneration paid to him by a Related Company.

2.4      Reemployment

If an Employee, after terminating employment, shall be rehired by the Company,
he shall be eligible to resume participation in this Plan on the first Entry
Date after rehire if he had previously become a Participant under the Plan.
Otherwise he shall become a Participant when he complies with the foregoing
provisions of this Article 2, by taking into account both his Service prior to
termination and his Period of Service after rehire.

                                                                              16

<PAGE>

2.5      Bargaining Unit Employees

Notwithstanding any other provision of the Plan, Bargaining Unit Employees shall
be eligible to participate in this Plan only if the applicable collective
bargaining agreement expressly so provides, in which case, participation by a
Bargaining Unit Employee shall be only to the extent and on the terms and
conditions specified in the collective bargaining agreement covering such
individual.

2.6      Leased Employees

(a)      If any person who is not an employee of the Company provides services
         to the Company (or a Related Company) on a substantially full-time
         basis for a period of at least one year, such periods shall be counted
         as if such person had been an Employee in calculating Hours of Service
         for purposes of determining eligibility to participate under Section
         2.1, and in calculating Service for purposes of vesting under Article
         4, but only if:

         (1)   such services are provided pursuant to an agreement between the
               Company and any other person; and

         (2)   such services are performed under the primary direction and
               control of the Company.

(b)      Reserved.

2.7      Adoption by Affiliate

Any subsidiary or other affiliate of Appleton Papers Inc. that has become a
"Company" as provided in Section 1.13(b) is deemed to have designated Appleton
Papers Inc. as its agent with respect to amending or terminating the Plan. Any
such action shall be binding on such subsidiary or affiliate at the time taken.

                                                                              17

<PAGE>

                        ARTICLE 3: COMPANY CONTRIBUTIONS

3.1      Matching Contributions Prior to the Closing Date

(a)      Subject to the limitations set forth herein, and effective until the
         end of a special deferral election period occurring as soon as
         administratively feasible after the Closing Date, on or as of each Pay
         Date applicable to a Pay Period, the Company shall contribute on behalf
         of each Participant the following amounts:

         (1)      Non-Bargaining Unit Employees:

                  75% of the portion of the Participant's Savings Percentage for
                  such Pay Period not in excess of 6% of Covered Compensation;

         (2)      Bargaining Unit Employees (Harrisburg):

                  75% of the portion of the Participant's Savings Percentage for
                  such Pay Period not in excess of 6% of Covered Compensation.

         (3)      Bargaining Unit Employees (Roaring Spring Local 422):

                  50% of the portion of the Participant's Savings Percentage for
                  such Pay Period not in excess of 6% of Covered Compensation
                  (provided that, for any Employee who was a Participant on June
                  1, 1998, and who does not have in effect an irrevocable waiver
                  of any pre-existing or future right to post-retirement medical
                  insurance provided by the Company, such percentage shall be
                  0%).

                  A Participant who executes a valid irrevocable waiver shall be
                  eligible to receive the Employer Contribution described above
                  effective with the first Pay Date that occurs in the first
                  calendar quarter after receipt by the Company of such waiver.
                  Such waiver shall be made on a form and in the manner
                  prescribed by the Company.

         (4)      Bargaining Unit Employees (Kansas City) -- 80% of the
                  Participant's Savings Percentage for such Pay Period not in
                  excess of 6% of Covered Compensation.

         (5)      Bargaining Unit Employees (West Carrollton) - From January 1,
                  2001 to April 1, 2001, no Matching Contribution shall be
                  made.  Effective April 2, 2001, 50% of the Participant's
                  Savings Percentage for such Pay Period not in excess of 6% of
                  Covered Compensation.

         (6)      Bargaining Unit Employees (Appleton Plant) - From January 1,
                  2001 to May 27, 2001, no Matching Contribution shall be made.
                  Effective May 28, 2001, 50% of the Participant's Savings
                  Percentage for such Pay Period not in excess of 6% of Covered
                  Compensation.

                                                                              18

<PAGE>

(b)      Notwithstanding the foregoing, the Company may, by resolution of its
         Board of Directors and in its sole and absolute discretion, increase
         the contribution percentages set forth above based on profitability or
         such other reasons that it deems appropriate.

(c)      In addition, at or as of the end of the 2001 Plan Year, the Company
         shall contribute on behalf of each Participant who exceeds the 402(g)
         limit an additional amount equal to the difference (if any) between (1)
         the amount of Matching Contributions the Participant would have
         received under the formulas above if his Savings Percentage had been
         made on a level basis throughout that Plan Year (or in the case of
         3.1(a)(5) or (6) above, from the effective date of such Matching
         Contributions) up to the Closing Date, and (2) the amount previously
         contributed as a Matching Contribution on behalf of that Participant by
         the Company for that portion of the 2001 Plan Year.

3.2      Matching Contributions After the Closing Date

(a)      Amount of Contribution

         Subject to the limitations set forth herein, and first effective at the
         end of a special deferral election period occurring as soon as
         administratively feasible after the Closing Date, the Company shall
         contribute on behalf of each Participant the following amounts:

         (1)      Non-Bargaining Unit Employees - A contribution to the
                  Participant's ESOP Matching Contribution Account equal to the
                  sum of:

                  (A)   100% of the Participant's Savings Percentage invested
                        under the ESOP Component of the Plan; and

                  (B)   50% of the Participant's Savings Percentage invested
                        under the Non-ESOP Component of the Plan.

                  provided, however, that a Matching Contribution shall only be
                  made on that portion of the Savings Percentage not in excess
                  of 6% of Covered Compensation.

         (2)      Bargaining Unit Employees (Appleton; West Carrollton; and
                  Roaring Spring): A contribution to the Participant's ESOP
                  Matching Contribution Account equal to 100% of the portion of
                  the Participant's Savings Percentage invested under the ESOP
                  Component of the Plan not in excess of 6% of Covered
                  Compensation.

         (3)      Bargaining Unit Employees (employed at Roaring Spring and not
                  receiving a contribution toward retiree medical) will receive
                  a matching contribution, in addition to the contribution
                  specified in Section 3.2(a)(2) above, of 50% of the portion of
                  the Participant's Savings Percentage not in excess of 6% of
                  Covered Compensation. Such matching contribution shall be
                  invested in either the ESOP Component or the Non-ESOP
                  Component of the Plan in the same manner as the Participant's
                  Savings Percentage to which the Matching Contribution relates.

                                                                              19

<PAGE>

         (4)      Bargaining Unit Employees (Harrisburg):

                  (A)   100% of the Participant's Savings Percentage invested
                        under the ESOP Component of the Plan; and

                  (B)   75% of the Participant's Savings Percentage invested
                        under the Non-ESOP Component of the Plan.

                  provided, however, that a Matching Contribution shall only be
                  made on that portion of the Savings Percentage not in excess
                  of 6% of Covered Compensation. Such matching contribution
                  shall be invested in either the ESOP Component or the Non-ESOP
                  Component of the Plan in the same manner as the Participant's
                  Savings Percentage to which the Matching Contribution relates.

         (5)      Bargaining Unit Employees (Kansas City):

                  (A)   100% of the Participant's Savings Percentage invested
                        under the ESOP Component of the Plan; and

                  (B)   80% of the Participant's Savings Percentage invested
                        under the Non-ESOP Component of the Plan.

                  provided, however, that a Matching Contribution shall only be
                  made on that portion of the Savings Percentage not in excess
                  of 6% of Covered Compensation. Such matching contribution
                  shall be invested in either the ESOP Component or the Non-ESOP
                  Component of the Plan in the same manner as the Participant's
                  Savings Percentage to which the Matching Contribution relates.

(b)      The Company may, by resolution of its Board of Directors and in its
         sole and absolute discretion, increase or decrease the percentage
         factors set forth above for a given Plan Year, and from year to year,
         based on profitability or such other reasons that it deems appropriate

(c)      In addition, at or as of the end of each Plan Year, the Company shall
         contribute on behalf of each Participant who exceeds the 402(g) limit
         an additional amount equal to the difference (if any) between (1) the
         amount of Matching Contributions the Participant would have received
         under the formulas above if his Savings Percentage had been made on a
         level basis throughout that Plan Year, and (2) the amount previously
         contributed as a Matching Contribution on behalf of that Participant by
         the Company for the year.

                                                                              20

<PAGE>

3.3      Discretionary Profit Sharing Contribution

(a)      Subject to the limitations set forth herein, and effective as of the
         Closing Date, the Company, in its discretion, may determine whether a
         Profit Sharing Contribution shall be made to the Non-ESOP Component of
         the Plan for a Plan Year, and if so, the amount to be contributed. Such
         amounts shall be credited to each eligible Participant's Profit Sharing
         Account and shall be subject to the Participant's investment direction
         under Section 6.3.

(b)      Subject to the limitations set forth herein, and effective as of the
         Closing Date, the Company, in its discretion, may determine whether a
         Profit Sharing Contribution shall be made to the ESOP Component of the
         Plan for a Plan Year, and if so, the amount to be contributed. Such
         allocated amounts shall be credited to each eligible Participant's ESOP
         Profit Sharing Account subject to the limitations and rules governing
         the ESOP Component of the Plan.

3.4      Time and Medium of Payment of Contributions; Allocation Rules

(a)      Elective Contributions

         (1)      Timing.  The Company shall pay Participants' Elective
                  Contributions over to the Trustee as soon as practicable.

         (2)      Medium.  The Company shall pay Participants' Elective
                  Contributions over to the Trustee in cash.

(b)      Matching Contributions

         (1)      Timing

                  (A)      Contributions to the Non-ESOP Component of the Plan
                           shall be made within 60 days following the Pay Date
                           during which the Elective Contributions to which such
                           Matching Contributions relate would have been paid.

                  (B)      Contributions to the ESOP Component of the Plan shall
                           be made as of the Valuation Date following the Pay
                           Date during which the Elective Contributions to which
                           such Matching Contributions relate would have been
                           paid, and shall be based on the FMV of Company Stock
                           as of the preceding or following Valuation Date
                                     ----------------------
                           (whichever is lower).

         (2)      Form of Contribution. The Company shall make Matching
                  Contributions required under the Non-ESOP Component in the
                  form of cash. The Company shall make Matching Contributions
                  required under the ESOP Component in the form of Company Stock
                  or cash to be invested in Company Stock, as determined by the
                  Board of Directors of the Company in its sole discretion.

                                                                              21

<PAGE>

(c)      Profit Sharing Contributions

         (1)      Timing. Profit Sharing Contributions to either the Non-ESOP
                  Component or the ESOP Component of the Plan shall be made by
                  the due date of the Company's tax return (including
                  extensions) for the year to which such contributions relate.

         (2)      Form of Contribution. The Company shall make any Profit
                  Sharing Contributions under the Non-ESOP Component in the form
                  of cash. The Company shall make any Profit Sharing
                  Contributions under the ESOP Component in the form of Company
                  Stock or cash to be invested in Company Stock, as determined
                  by the Board of Directors of the Company in its sole
                  discretion.

         (3)      Eligibility to Receive an Allocation of Profit Sharing
                  Contribution. In general, an individual must be (A) eligible
                  to participate in the Plan and (B) employed on the last day of
                  a Plan Year to which a Profit Sharing Contribution relates in
                  order to share in such Profit Sharing Contribution. However,
                  Participants who cease to be Employees during the Plan Year by
                  reason of death, Disability or Retirement shall be eligible to
                  share in such Profit Sharing Contribution. In its resolutions
                  declaring a Profit Sharing Contribution the Plan, the Company
                  may impose other conditions upon eligibility to share in such
                  Profit Sharing Contribution, including without limitation a
                  provision that the Profit Sharing Contribution be allocated
                  only to Participants at a certain division or location.

         (4)      Allocation of Profit Sharing Contributions. Participants
                  eligible to receive an allocation of such Profit Sharing
                  Contribution shall share in such Contribution in proportion to
                  their relative amounts of Covered Compensation for that
                  portion of the Plan Year during which they were eligible to
                  participate in the Plan.

3.5      Reinstatements

In addition to the contributions otherwise provided for in Sections 3.1, 3.2 &
3.3 above, the Company shall contribute such additional amounts as are required
for reinstatement of any accounts in accordance with Sections 7.5 and 7.10.

                                                                              22

<PAGE>

3.6      Contributions Conditioned on Deductibility

Notwithstanding any other provision of the Plan, each contribution by the
Company under this Article 3 is expressly conditioned on the deductibility of
such contribution under Section 404 of the Code.

3.7      Rollover Contributions

The Committee may, under uniform rules applied on a consistent and
nondiscriminatory basis, permit the Trustee to accept a Rollover Contribution on
behalf of an Employee who is or may become a Participant, provided, however,
that in the opinion of the Committee or its legal counsel, the Rollover
Contribution will not jeopardize the tax-exempt status of the Plan or the Trust
or create adverse tax consequences for the Employer. The Committee may require
such evidence as they deem appropriate to ensure that any such Rollover
Contribution to the Plan shall not adversely affect its tax-qualified status. In
no event shall a Rollover Contribution be made to the Plan in the form of a
direct transfer from any tax-qualified plan that is required to provide benefits
in the form of a qualified joint and survivor annuity or a qualified
pre-retirement survivor annuity, as defined in subsections (b) and (c) of Code
Section 417. After the Closing Date, the Committee may, under uniform rules
applied on a consistent and nondiscriminatory basis, permit Participants to
direct that a portion of such Rollover Contribution be invested in Company Stock
under the ESOP Component of this Plan.

3.8      Prohibited Allocations of Stock in an S Corporation

Notwithstanding any Plan provision to the contrary, no portion of the Plan's
assets attributable to (or allocable in lieu of) employer securities consisting
of stock in an S corporation shall, during a nonallocation year, accrue (or be
allocated directly or indirectly under any plan of the Company meeting the
requirements of Section 401(a) of the Code) for the benefit of any disqualified
person. For this purpose, the terms `nonallocation year' and `disqualified
person' shall be defined as set forth in Section 656 of the Economic Growth and
Tax Relief Reconciliation Act of 2001.

                                                                              23

<PAGE>

                               ARTICLE 4: VESTING

4.1      Fully Vested Accounts

An Employee's Elective Account, ESOP Elective Account, Rollover Account, ESOP
Rollover Account, and ESOP Transfer Account shall at all times be fully vested
and nonforfeitable.

4.2      Accounts Subject to Vesting Schedule

An Employee's Matching Account and ESOP Matching Account, Profit Sharing Account
and ESOP Profit Sharing Account shall be vested in accordance with the following
schedule, based on the Employee's Service:

              Service (In Years):                Vesting Percentage
              ------------------                 ------------------
              Less than one                                0%
              One but less than two                       20%
              Two but less than three                     40%
              Three but less than Four                    60%
              Four but less than five                     80%
              Five or more                               100%

4.3      Special Vesting Rules

A Participant's Matching Account, ESOP Matching Account, Profit Sharing Account
and ESOP Profit Sharing Account shall in all events be or become fully vested
and nonforfeitable upon the first to occur of the following events:

(a)      Retirement;

(b)      Disability while employed by the Company, a Related Company or an
         Affiliate;

(c)      Death while employed by the Company, a Related Company or an Affiliate;

(d)      Upon the complete discontinuance of employer contributions to the Plan;

(e)      Upon the complete termination of the Plan; or

(f)      Upon the partial termination of the Plan, if the Participant is
         affected by such partial termination.

                                                                              24

<PAGE>

                     ARTICLE 5: LIMITITIONS ON CONTRIBUTIONS

5.1      Limitation on Elective Deferrals

(a)      Notwithstanding any other provision of the Plan to the contrary,
         Elective Deferrals made on behalf of a Participant in any calendar year
         under the Plan and all plans, contracts or arrangements maintained by
         the Company or any Related Company shall not exceed $10,500, as such
         amount may be adjusted in accordance with Code Section 402(g) and the
         regulations there under, the provisions of which are hereby
         incorporated by reference. In the event that the limitation set forth
         in the preceding sentence is exceeded with respect to any Participant
         in any calendar year, the Participant shall be deemed to have notified
         the Committee of such excess amount (hereinafter referred to as "Excess
         Elective Deferrals"), and such Excess Elective Deferrals, increased by
         any income and decreased by any losses attributable thereto shall be
         distributed to the Participant no later than April 15 of the following
         calendar year.

(b)      If a Participant also participates in any other plans, contracts or
         arrangements subject to the limitation set forth in Section 5.1(a)
         above and has made Excess Elective Deferrals for any calendar year
         under this Plan when combined with all other such plans, contracts or
         arrangements, the Participant may notify the Committee in writing no
         later than March 1 of the following calendar year of the amount of
         Elective Deferrals made under the Plan that constitute Excess Elective
         Deferrals. Upon such timely notification by a Participant, the Plan
         shall distribute such Excess Elective Deferrals, increased by any
         income and decreased by any losses attributable thereto no later than
         the April 15 of such following calendar year; provided, however, that
         in no event may a Participant receive from the Plan a distribution of
         Excess Elective Deferrals for a calendar year in an amount exceeding
         the Participant's total Elective Deferrals under the Plan for such
         calendar year.

(c)      The determination of the income and loss allocable to Excess Elective
         Deferrals shall be made in accordance with Code Section 402(g) and the
         regulations there under, as may be amended from time to time.

(d)      The amount of Excess Elective Deferrals that may be distributed to a
         Participant for a calendar year pursuant to this Section 5.1 shall be
         reduced by any Excess Contributions (as defined in Section 5.2(b))
         previously distributed with respect to the Participant for the Plan
         Year beginning with or within such calendar year. In the event of a
         reduction under this Section 5.1(d), the amount of Excess Contributions
         included in the gross income of the Participant and reported as a
         distribution of Excess Contributions shall be reduced by the amount of
         the reduction under this Section 5.1(d).

(e)      Notwithstanding any other provision of the Plan, to the extent that
         Excess Elective Deferrals are distributed to a Participant under this
         Section 5.1, all corresponding Matching Contributions (increased by any
         income and decreased by any losses attributable thereto), if any, shall
         be forfeited at the time of such distribution and shall be applied to
         reduce the Company's future contributions to the Plan.

                                                                              25

<PAGE>

(f)  Excess Elective Deferrals and income allocable thereto that are distributed
     to a Participant in accordance with this Section 5.1 shall not be treated
     as an Annual Addition to the Participant's Combined Accounts for purposes
     of the limitations set forth in Section 5.4.

5.2  ADP Limitation

(a)  Notwithstanding any other provision of the Plan, in each Plan Year, the ADP
     for the group of eligible HCEs shall satisfy one of the following tests:

     (1)  The ADP for the group of eligible HCEs for that Plan Year shall not
          exceed the ADP for the group of eligible NHCEs for that same Plan Year
          multiplied by 1.25, or

     (2)  The ADP for the group of eligible HCEs for that Plan Year shall not
          exceed the ADP for the group of eligible NHCEs for that same Plan Year
          multiplied by 2.0, but not more than 2 percentage points in excess of
          the ADP for the group of eligible NHCEs.

     The determination of whether the Plan satisfies the requirements of this
     Section 5.2(a) shall be made in accordance with Code Section 401(k)(3) and
     the regulations there under (including Section 1.401(k)-1(b) of such
     regulations) and, if applicable for Plan Years beginning prior to January
     1, 2002, Code Section 401(m)(9) and regulation section 1.401(m)-2, as may
     be amended from time to time, the provisions of which are hereby
     incorporated by reference and shall override the provisions of the Plan to
     the extent inconsistent therewith. The ESOP and Non-ESOP Components of the
     Plan shall be separately tested under this Section 5.2; and collectively
     bargained employees shall be disaggregated for testing purposes as required
     by IRS regulations.

(b)  If, during a Plan Year, it is determined that a HCE's actual deferral ratio
     would cause the Plan to exceed the maximum permissible ADP specified in
     Section 5.2(a) above for the Plan Year, then the Plan Administrator may, to
     the extent necessary to prevent such excess Elective Contributions ("Excess
     Contributions") from being contributed to the Plan, reduce the Salary
     Percentage elections of such eligible HCEs either:

     (1)  in increments of one-tenth of one percent (.10%), commencing with the
          elections by those HCEs with the highest dollar amount of deferrals,
          or

     (2)  in accordance with rules established and uniformly applied by the Plan
          Administrator that are consistent with all applicable regulations
          under the Code.

(c)  In the event that the Plan fails to satisfy the requirements set forth in
     Section 5.2(a) above for any Plan Year, then the Excess Contributions and
     any income or loss allocable thereto shall be distributed to the HCEs on
     whose behalf such Excess Contributions were made, to the extent
     practicable, within two and one-half months following the Plan Year for
     which such Excess Contributions were made, but in no event later than the
     close of the Plan Year following the Plan Year in which such Excess
     Contributions were made. The

                                                                              26

<PAGE>

     determination of the income and loss allocable to Excess Contributions
     shall be made in accordance with Code Section 401(k) and the regulations
     there under.

(d)  The amount of Excess Contributions attributable to an individual HCE for a
     Plan Year shall be determined by reducing the Elective Contributions of the
     HCEs with the highest dollar amounts of Elective Contributions (in
     accordance with IRS Notice 97-2 or other applicable IRS guidance) until the
     ADP limitation in Section 5.2(a) above is met.

(e)  The amount of Excess Contributions to be distributed under this Section 5.2
     with respect to HCEs for a Plan Year shall be reduced by the amount of
     Excess Elective Deferrals previously distributed to the HCE for the
     calendar year ending with or within the Plan Year.

(f)  Notwithstanding any other provision of the Plan, to the extent that Excess
     Contributions are distributed to a Participant under this Section 5.2, all
     corresponding Matching Contributions (increased by any income and decreased
     by any losses attributable thereto), if any, shall be forfeited at the time
     of such distribution and applied to reduce the Company's future
     contributions to the Plan.

5.3  ACP Limitation

(a)  Notwithstanding any other provision of the Plan, in each Plan Year, the ACP
     for the group of eligible HCEs shall satisfy one of the following tests:

     (1)  The ACP for the group of eligible HCEs shall not exceed the ACP for
          the group of eligible NHCEs for the Plan Year multiplied by 1.25, or

     (2)  The ACP for the group of eligible HCEs shall not exceed the ACP for
          the group of eligible NHCEs for the Plan Year multiplied by 2.0, but
          not more than 2 percentage points in excess of the ACP for the group
          of eligible NHCEs.

     The determination of whether the Plan satisfies the requirements of this
     Section 5.3(a) shall be made in accordance with Code Section 401(m) and the
     regulations there under (including, without limitation, Section
     1.401(m)-1(b) of such regulations and, if applicable for Plan Years
     beginning prior to January 1, 2002, Code Section 401(m)(9) and regulation
     section 1.401(m)-2), as may be amended from time to time, the provisions of
     which are hereby incorporated by reference and shall override the
     provisions of the Plan to the extent inconsistent therewith. The ESOP and
     Non-ESOP Components of the Plan shall be separately tested under this
     Section 5.3, and collectively bargained employees shall be disaggregated
     for testing purposes as required by IRS regulations.

(b)  In the event that the Plan exceeds the limitations set forth in Section
     5.3(a) above for any Plan Year, then the excess Matching Contributions
     ("Excess Aggregate Contributions") and any income or loss allocable thereto
     shall, to the extent vested (as determined in accordance with Section 4.2
     above), be distributed to the HCEs on whose behalf such Excess Aggregate
     Contributions were made, to the extent practicable, within two and one-half
     months following the Plan Year for which such Excess Aggregate
     Contributions

                                                                              27

<PAGE>

     were made, but in no event later than the close of the Plan Year following
     the Plan Year in which such Excess Aggregate Contributions were made. To
     the extent that Excess Aggregate Contributions are not vested, such Excess
     Aggregate Contributions and any income or loss allocable thereto shall be
     forfeited and applied to reduce the Company's future contributions to the
     Plan. The determination of the income and loss allocable to Excess
     Aggregate Contributions and the application of forfeited Excess Aggregate
     Contributions and the income and loss allocable thereto shall be made in
     accordance with Code Section 401(m) and the regulations there under.

(c)  The amount of Excess Aggregate Contributions attributable to an individual
     HCE for a Plan Year shall be determined by reducing the Matching
     Contributions of the HCEs with the highest dollar amounts of Matching
     Contributions (in accordance with IRS Notice 97-2 or other applicable IRS
     guidance) until the ACP limitation in Section 5.3(a) above is met.

5.4. Maximum Limitations on Annual Additions

(a)  Notwithstanding any other provision of the Plan to the contrary, Annual
     Additions credited under the Plan and all other defined contribution plans
     maintained by the Company or an Affiliate with respect to each Participant
     for any Limitation Year shall not exceed the lesser of:

     (1)  $35,000 ($40,000, effective January 1, 2002) as adjusted from time to
          time by the Commissioner for increases in the cost of living in
          accordance with Code Section 415, or

     (2)  25% of the Participant's Compensation for such Limitation Year (100%,
          effective January 1, 2002).

(b)  If the Annual Additions credited under the Plan with respect to a
     Participant for any Limitation Year exceed the limitations of Section
     5.4(a) as a result of the allocation of forfeitures, a reasonable error in
     estimating the Participant's Compensation, a reasonable error in
     determining the amount of Elective Deferrals that the Participant may
     contribute or any other circumstance permitted pursuant to the regulations
     and rulings promulgated under Code Section 415, then the Elective
     Contributions made by the Participant for the Limitation Year which
     constitute excess Annual Additions, and any income allocable thereto, shall
     be distributed to the Participant. If, after such distribution, the Annual
     Additions with respect to the Participant for the Limitation Year still
     exceed the limitations set forth in Section 5.4(a) above, such excess
     amounts shall be used to reduce Company contributions for the Participant
     for the next Limitation Year (and succeeding Limitation Years, as
     necessary) if the Participant is covered by the Plan at the end of the
     Limitation Year. If the Participant is not covered by the Plan as of the
     end of the Limitation Year, then the excess amounts shall be held
     unallocated in a suspense account for the Limitation Year and allocated and
     reallocated in the next Limitation Year to all of the remaining
     Participants, but only to the extent that such allocation or reallocation
     would not cause the Annual Additions to such Participants to violate the
     limitations of Code Section 415 for such Limitation Year. If a suspense
     account is in existence at any

                                                                              28

<PAGE>

     time during a Limitation Year, all amounts in the suspense account must be
     allocated or reallocated before any Company contributions or Elective
     Contributions which would constitute Annual Additions may be made to the
     Plan for the Limitation Year (and succeeding Limitation Years, as
     necessary) in accordance with the rules set forth in Section
     1.415-6(b)(6)(i) of the regulations under Section 415 of the Code. If a
     suspense account is in effect, it shall share in investment gains or
     losses.

(c)  If a Participant also participates in any other defined contribution plan
     or plans maintained by the Company or an Affiliate which are subject to the
     limitation set forth in Section 5.4(a) above and, as a result, such
     limitation would be exceeded with respect to the Participant in any
     Limitation Year, any reduction or other permissible method necessary to
     ensure compliance with such limitation first shall be made under such other
     plan or plans in accordance with the terms thereof. If, after such
     correction, a further reduction is necessary to ensure that the limitation
     set forth in Section 5.4(a) above is not exceeded, Annual Additions
     credited under the Plan with respect to the Participant shall be reduced in
     accordance with the provisions of this Section 5.4.

(d)  Reserved.

(e)  The determination of whether the Plan satisfies the requirements of this
     Section 5.4 with respect to a Participant shall be made in accordance with
     Code Section 415 and the regulations there under, the provisions of which
     are hereby incorporated by reference and shall override the provisions of
     the Plan to the extent inconsistent therewith.

5.5  Deduction Limitation

(a)  In no event shall the contributions for any Plan Year, either separately or
     when combined with the contributions of the Company under all other
     qualified retirement plans of the Company, exceed the amount allowable as a
     deduction for Federal income tax purposes.

(b)  If any contribution required to be made pursuant to Article 3 would cause
     the limitation of subsection (a) above to be exceeded in any Plan Year,
     then such contribution shall not be made and, to the extent not made, any
     Participant's agreement to reduce his cash remuneration in consideration
     thereof shall be deemed null and void.

                                                                              29

<PAGE>

                ARTICLE 6: THE FUND, INVESTMENTS, AND ACCOUNTING

6.1  Trust Fund

(a)  The Fund shall be held in trust by one or more Trustees appointed by the
     Committee under one or more Trust Agreements and shall consist of the
     contributions of the Company, all investments made therewith and proceeds
     thereof and all earnings thereon and profits there from, less the
     distributions which at the time of reference have been made by the Trustee.

(b)  No person shall have any right to or interest in the Fund except as
     provided in the Plan and the Trust Agreements.

(c)  The Trust Fund shall in no event (within the taxable year or thereafter) be
     used for or diverted to purposes other than for the exclusive benefit of
     Participants and their Beneficiaries (including the payment of the expenses
     of the administration of the Plan and of the Trust Fund) prior to the
     satisfaction of all liabilities, except at the Company's request:

     (1)  A contribution that is made by the Company by a mistake of fact may be
          returned to the Company within one year after the payment of the
          contribution; or

     (2)  A contribution that is conditioned upon its deductibility under
          Section 404 of the Code pursuant to Section 3.7 may be returned to the
          Company, to the extent that the contribution is disallowed as a
          deduction, within one year after such disallowance.

6.2  Investment Funds in the Non-ESOP Component and the ESOP Component

(a)  Upon direction of the Committee, the portion of the Fund constituting the
     Non-ESOP Component shall be subdivided into Investment Funds that shall be
     separately invested. Not less than three of such Investment Funds shall
     constitute a broad range of investment alternatives, and shall provide a
     Participant a reasonable opportunity to materially affect the potential
     return on amounts in such Participant's Combined Accounts and the degree of
     risk to which such amounts are subject. One such investment alternative
     shall be designated as the "Fixed Income Fund" and shall constitute an
     income producing, low risk, liquid fund, sub-fund or account, as determined
     by the Committee (or its delegate). Such broad range of investment
     alternatives shall satisfy the following requirements:

     (1)  each shall be diversified,

     (2)  each shall have materially different risk and return characteristics,

     (3)  all of which, in the aggregate, enable the Participant, by choosing
          among them, to achieve a portfolio with aggregate risk and return
          characteristics at any point within the range normally appropriate for
          the Participant, and

                                                                              30

<PAGE>

     (4)  each of which, when combined with investments in the other
          alternatives, tends to minimize through diversification the overall
          risk to a Participant's portfolio.

(b)  On and after the Closing Date, the portion of the Fund constituting the
     ESOP Component shall be invested primarily in Company Stock.

(c)  Notwithstanding the foregoing, any Investment Fund or the ESOP Component
     may retain such investments of another nature or cash balances as may be
     needed in order to effect distributions or to meet other administrative
     requirements of the Plan.

(d)  Contributions received by the Trustee may be invested in short-term
     investments pending transfer to an Investment Fund.

(e)  On and after the Closing Date, Participants shall designate the portion of
     their Savings Percentage to be invested in the ESOP Component or the
     Non-ESOP Component. To the extent a Participant fails to make such a
     designation, he shall be deemed to have invested his Savings Percentage in
     the ESOP Component. Further, if a Participant's Savings Percentage (i)
     exceeds 6% of Covered Compensation and (ii) is invested partially under the
     ESOP Component of the Plan and partially under the Non-ESOP Component of
     the Plan, for purposes of determining the Matching Contribution to which
     the Participant is entitled under Section 3.2, contributions to the ESOP
     Component shall be counted first in determining the amount of the
     Participant's contributions eligible to receive a Matching Contribution.

6.3  Participants' Designation of Investments Funds under the Non-ESOP Component

(a)  Prior to the Closing Date, each Participant shall be entitled to designate
     the percentage (in multiples of 5%) of his Non-ESOP Accounts in the Fund
     that shall be allocated to each Investment Fund.

(b)  Effective on or after the Closing Date, each Participant shall be entitled
     to designate the percentage (in multiples of 5%) of his Elective
     Contributions invested in the Non-ESOP Component that shall be allocated to
     each Investment Fund in the Non-ESOP Component.

(c)  Effective on and after the Closing Date, each Participant shall be entitled
     to designate the percentage (in multiples of 5%) of any Company
     contribution under Section 3 to his Non-ESOP Account that shall be
     allocated to each Investment Fund in the Non-ESOP Component.

(d)  A Participant who has no designation in effect under Section 6.3 shall be
     deemed to have allocated his entire Non-ESOP Accounts to the Fixed Income
     Fund.

(e)  The designation of the allocation of contributions and transfer to the
     Investment Funds is subject to the procedural rules established by the Plan
     Administrator from time to time, including the following:

                                                                              31

<PAGE>

     (1)  Designations and transfers shall be made or changed upon such advance
          notice, and in such form and manner, as the Plan Administrator shall
          prescribe by written rule established and applied on a uniform and
          nondiscriminatory basis to all Participants similarly situated.

     (2)  Designations made under this Section 6.3 shall continue in effect
          until changed by filing a new designation in accordance with this
          Section 6.3.

     (3)  Any withdrawals or distributions from a Participant's Non-ESOP
          Accounts in the Fund shall be made among the Investment Funds in
          proportion to the balance of his interest in each separate Investment
          Fund as of the Valuation Date coinciding with or immediately following
          the date of that authorized withdrawal or distribution directions are
          received by the Trustee from the Plan Administrator.

6.4  Participants' Designation of Investment in Company Stock

(a)  Effective as soon as practicable following the Closing Date, each
     Participant shall be entitled to designate the percentage (in multiples of
     5%) of his Elective Contributions that shall be invested in Company Stock
     under the ESOP Component. To the extent a Participant directs his Elective
     Contributions to be invested under the ESOP Component of the Plan, such
     contributions shall be accumulated in a short term interest fund in the
     ESOP Component of the Plan and shall be converted to Company Stock on a
     semiannual basis using the Company Stock value as of the Valuation Date
     preceding or following the conversion (whichever is lower), and shall be
     ----------------------
     allocated to the Participant's ESOP Elective Account.

(b)  Special One-Time Election

     (1)  Prior to the Closing Date, each Participant in the Plan shall have the
          right to make a one-time irrevocable election to transfer, effective
          as of the Closing Date, all or a portion of his Non-ESOP Accounts
          under the Plan (other than his Non-ESOP Loan Account, if any) and/or
          account balance under the MSP to his ESOP Transfer Account. Such
          transferred amounts will be invested in stock of PDC Acquisition
          Corporation, which will become Company Stock immediately after the
          Closing Date. Any such investment direction shall be made exclusively
          in accordance with: (A) the terms, conditions, limitations, and
          restrictions established by the Plan Administrator (which may include
          nondiscriminatory provisions for allocating the right to purchase
          Company Stock in the event that the offers to buy such stock exceeds
          the amount of such stock available), and (B) the provision of this
          Plan and the MSP, as applicable. An election (or failure to elect) as
          provided above shall be irrevocable. For the purposes of this
          investment election, the Participants shall be considered named
          fiduciaries, as described in Sections 402 and 403 of ERISA.

     (2)  Following the effective date of the irrevocable election made by a
          Participant pursuant to this Section 6.4(b) and the Closing Date, the
          Participants shall not be

                                                                              32

<PAGE>

          able to elect to transfer any portion of their investment in Company
          Stock held in their ESOP Transfer Accounts, except as provided in
          Section 6.5.

6.5  Diversification of ESOP Accounts

(a)  Each Participant who has attained age 55 years and has at least ten years
     of participation in the Plan (measured from the date any account was first
     established for the Participant under the Plan) or the MSP (if the
     Participant made a transfer from the MSP as described in Section 6.4(b)) (a
     "Qualified Participant") may elect during each of the Participant's
     Qualified Election Periods (as defined below) to diversify a portion of the
     Qualified Participant's ESOP Accounts balance eligible for diversification
     (as described below), by transferring the applicable amount to one or more
     Investment Funds under the Non-ESOP Component.

     (1)  The portion of a Qualified Participant's ESOP Accounts balance subject
          to diversification shall equal twenty-five percent (fifty percent in
          the case of the Qualified Participant's last year of the Qualified
          Election Period) of the total number of shares of Company Stock
          allocated to the Participant's ESOP Accounts (including shares that
          the Participant previously elected to diversify pursuant to this
          subsection), less the number of such shares previously diversified
          pursuant to the Qualified Participant's election under this
          subsection. In any one election, a Qualified Participant may diversify
          the entire remaining portion of his ESOP Accounts balance eligible for
          diversification or a part of such diversifiable portion equal to any
          whole percentage of five percent or more of his ESOP Accounts balance.

     (2)  For purposes of this subsection, a "Qualified Election Period" means:
          (A) the ninety-day period immediately following the last day of the
          first Plan Year in which the Participant becomes a Qualified
          Participant, and (B) the ninety-day period immediately following the
          last day of each of the five Plan Years immediately following the
          first Plan Year in which the Participant becomes a Qualified
          Participant. Any election made in accordance with subparagraph (A)
          next above with respect to any Qualified Election Period shall be
          implemented no later than ninety days after the end of such Qualified
          Election Period, or as soon as administratively feasible thereafter,
          and shall be based on the price of the Company Stock as of the most
          recent Valuation Date.

     (3)  The provisions of this subsection shall not apply to any Participant
          if the value of the Participant's ESOP Accounts (determined as of the
          regular Valuation Date immediately preceding the first day on which
          the Participant would otherwise be entitled to make an election under
          this subsection) is $500 or less.

     (4)  Any amounts distributed in cash or transferred from the Company Stock
          Fund to one or more of the Investment Funds under this subsection
          shall not be available for distribution in the form of Company Stock
          (as otherwise allowed under Article 7).

                                                                              33

<PAGE>

(b)  Additional Diversification Right

     Subject to the Company's satisfaction of its bank loan covenants, in the
     first quarter of the 2006 Plan Year, and in the first quarter of each Plan
     Year thereafter, a Participant shall have the right to make one election
     each Plan Year to transfer up to 10% of the current value of the ESOP
     Transfer Account to an Investment Fund other than the Company Stock Fund.

6.6  Reserved

6.7  Allocation and Crediting of Employer Contributions

Subject to the provisions of Article 5, Matching Contributions and Profit
Sharing Contributions, made under Article 3, in the form of Company Stock or
cash, shall be allocated and credited to the ESOP Accounts or Non-ESOP Accounts,
as applicable, of each eligible Participant in accordance with the provision of
subsection Article 3. Upon the purchase of Company Stock with cash held in a
Participant's ESOP Cash Account, an appropriate number of shares of Company
Stock shall be credited to the Participant's ESOP Stock Account and the
Participant's ESOP Cash Account shall be charged by the amount of the cash used
to purchase the Company Stock for the Participant's ESOP Stock Account.

6.8  Valuation of Investment Funds and Adjustment of Non-ESOP Accounts

(a)  A Participant's interest in his Non-ESOP Accounts as of any Valuation Date
     shall consist of the sum of the fair market values of his then interest in
     each Investment Fund. The Plan Administrator shall maintain a record of the
     amount to the credit of the Non-ESOP Accounts of each Participant in the
     Fund and in each Investment Fund.

(b)  The Committee may, for administrative purposes, establish unit values for
     one or more Investment Funds (or any portion thereof) and maintain the
     Non-ESOP Accounts setting forth each Participant's interest in such
     Investment Fund (or any portion thereof) in terms of such units, all in
     accordance with such rules and procedures as the Committee shall deem to be
     fair, equitable and administratively practicable. In the event that unit
     accounting is thus established for any Investment Fund, the value of a
     Participant's interest in that Investment Fund (or any portion thereof) at
     any time shall be an amount equal to the then value of a unit in such
     Investment Fund (or any portion thereof) multiplied by the number of units
     then credited to the Participant.

(c)  Each Participant's interest in each Investment Fund shall be adjusted as of
     each Valuation Date to reflect his proportionate share of the total net
     fair market value of such Investment Fund, based upon his Non-ESOP Account
     balance in such Investment Fund as of the immediately preceding Valuation
     Date, as adjusted for subsequent additions thereto and distributions or
     withdrawals there from (including transfers from or to any other Investment
     Fund), in such manner as the Plan Administrator shall determine in its sole
     discretion to be fair, equitable, and administratively practicable.

                                                                              34

<PAGE>

6.9  Adjustment of ESOP Accounts

(a)  On the Closing Date, the amounts described in Section 6.4(b) shall be
     invested in Company Stock. Shares of Company Stock purchased in accordance
     with Section 6.4(b) shall be credited to Participant's ESOP Transfer
     Accounts as of the Closing Date.

(b)  Participants' ESOP Cash Accounts and ESOP Stock Accounts shall be adjusted
     as follows:

     (1)  The Plan Administrator shall credit to the ESOP Cash Account of each
          Participant any cash dividends paid to the Trustee on shares of
          Company Stock held in that Participant's ESOP Stock Account as of a
          record date. Such cash dividends shall be used to purchase shares of
          Company Stock. The Plan Administrator shall credit an appropriate
          number of shares of Company Stock to the ESOP Stock Account of such
          Participant, and the Participant's ESOP Cash Account shall then be
          charged by the amount of cash used to purchase such Company Stock for
          the Participant's ESOP Stock Account. For the purposes of this Plan,
          the term "dividends" shall include both dividends as described in Code
          Section 316 and all distributions made with respect to the shares of
          stock of an S corporation.

     (2)  As of each Valuation Date, before the allocation of any Elective
          Contributions, Matching Contributions or Profit Sharing Contributions
          under Article 3 made in cash to be invested in Company Stock as of
          such date, any appreciation, depreciation, income, gains or losses in
          the fair market value of the Participants' ESOP Cash Accounts shall be
          allocated among and credited to the ESOP Cash Accounts of
          Participants, pro rata, according to the amount of such contributions.

          As of each Valuation Date, before the allocation of any Elective
          Contributions, Matching Contributions or Profit Sharing contributions
          under Article 3 made in Company Stock as of such date, any
          appreciation, depreciation, income, gains, or losses in the fair
          market value of the Participants' ESOP Stock Accounts shall be
          allocated among and credited to the ESOP Stock Accounts of
          Participants, pro rata, according to the number of shares of Company
          Stock allocated to each Participant's ESOP Stock Account.

     (3)  For purposes of the Plan and Trust, the FMV of Company Stock shall be
          determined by an Independent Appraiser, as of each Valuation Date, in
          accordance with the terms of the Trust and the provisions of Section
          3(18) of ERISA.

(c)  Shares of Company Stock received by the Trustee that are attributable to
     stock dividends, stock splits or to any reorganization or recapitalization
     of the Company shall be credited to the Participants' ESOP Stock Accounts
     so that the interests of Participants immediately after any such stock
     dividend, split, reorganization or recapitalization are the same as such
     interests immediately before such event.

(d)  ESOP Share Records. The Plan Administrator shall maintain or cause to be
     maintained records as to the number and cost of shares of Company Stock
     acquired or transferred by or within the Trust in accordance with the
     applicable provisions of this Section 6.

                                                                              35

<PAGE>

(e)  Notwithstanding any other provision of this Plan to the contrary, any
     Participant who:

     (1)  has an ESOP Transfer Account,

     (2)  was at least age 55 on the Closing Date, and

     (3)  during the four-year period immediately following the Closing Date:

          (A)  retires, dies, or incurs a Disability; and

          (B)  requests a lump sum distribution from his ESOP Transfer Account

     shall have the right to sell his shares distributed from the Participant's
     ESOP Transfer Account to the Company at a value per share equal to the
     greater of: (A) the original purchase price of a share of Company Stock as
     of the Closing Date, and (B) the then FMV of Company Stock. The foregoing
     sentence shall not apply if a Participant requests installment
     distributions from his ESOP Transfer Account but shall apply if the ESOP
     Committee, pursuant to its uniform, nondiscriminatory policy for processing
     distributions and loans from the ESOP Component, converts a Participant's
     request for a lump sum distribution into installment payments.

6.10 Former Participants and Beneficiaries

(a)  A Former Participant or Beneficiary who is entitled to installment or other
     deferred distribution of any interest in the Fund shall be entitled to
     designate the portion of the Non-ESOP Accounts to be allocated to each
     Investment Fund in the same manner as prescribed above, as if he were a
     Participant.

(b)  Such interest in the Fund shall continue to be adjusted in accordance with
     the provisions of this Article 6 as if the Former Participant or
     Beneficiary were still a Participant until distribution thereof is
     completed.

6.11 Loans

(a)  A Participant who is an Employee may apply to the Plan Administrator to
     borrow from the vested portion of the Borrower's ESOP and Non-ESOP Accounts
     in the Trust Fund, and the Plan Administrator may direct the Trustee to
     permit such a loan distribution. Any such application must be accompanied
     by a reasonable origination fee established by the Plan Administrator and
     charged to all Borrowers on a uniform basis. Loans shall be made in
     accordance with the terms, conditions, limitations, and restrictions
     established by the Committee and the rules of this Plan and shall be
     available to all eligible Participants on a reasonably equivalent basis.
     Loans shall not be made available to HCEs, officers or shareholders in an
     amount greater than is made available to other Borrowers.

(b)  The following terms and conditions shall apply to loans:

                                                                              36

<PAGE>

<TABLE>
<CAPTION>
     ------------------------------------------------------------------------------------------------
     For Loan Amounts of:     The Maximum Loan Value Available Is:  Loans are Permitted Solely For:
     ------------------------------------------------------------------------------------------------
     <S>                      <C>                                   <C>
     $1,000 - $10,000         50% of the balance in the Plan                No restrictions
                              Component (ESOP or Non-ESOP) from
                              which the loan is requested.
     ------------------------------------------------------------------------------------------------
     $10,001 - $25,000        50% of the balance in the Plan        1) Payment of unreimbursed
                              Component (ESOP or Non-ESOP) from     medical expenses of the
                              which the loan is requested.          employee, spouse or dependents
                                                                    2) Preventing foreclosure on or
                                                                    eviction from the employee's
                                                                    principal residence
                                                                    3) Payment of tuition for the
                                                                    next 12 months of post-secondary
                                                                    education for the employee,
                                                                    spouse or dependents
                                                                    4) Purchase of the employee's
                                                                    principal residence (but not
                                                                    regular mortgage payments)
     ------------------------------------------------------------------------------------------------
</TABLE>

(c)  All such loans also shall be subject to the following terms and conditions:

     (1)   A loan may be made in an amount (not less than $1,000) which,
           when added to the outstanding balance of all prior loans to
           the Borrower under the Plan and other plans of the Company and
           its Related Companies, does not exceed the lesser of:

           (A)   $50,000 reduced by the excess, if any, of:

                 (i)   the highest outstanding balance of loans from such plans
                       during the one-year period ending on the day before the
                       date such loan was made, over

                 (ii)  the outstanding balance of loans from such plans on the
                       date on which such loan was made; or

           (B)   one-half of the present value of the Borrower's non-forfeitable
                 accrued benefit under the Plan.

     (2)   Each loan shall be evidenced by a promissory note.  All loans other
           than Principal Residence Loans (as defined below) shall be amortized
           in substantially level

                                                                              37

<PAGE>

               payments,made not less frequently than quarterly, for a period of
               not less than one (1) year and not more than five (5) years.
               Principal Residence Loans shall be amortized in substantially
               level payments, made not less frequently than quarterly, for a
               period of not less than one (1) year and not more than fifteen
               (15) years. For this purpose, a Principal Residence Loan is a
               loan that is made to a Participant to acquire any dwelling unit
               that, within a reasonable time is to be used (determined at the
               time the loan is made) as the principal residence of the
               Participant. A Borrower requesting a Principal Residence Loan for
               a term extending beyond five (5) years shall provide copies of
               any documents relating to the purchase of such principal
               residence that the Plan Administrator may deem necessary to
               verify that the proceeds of such loan will be used as specified
               above.

         (3)   A loan shall be adequately secured by the Borrower's vested ESOP
               or Non-ESOP Account balances (as applicable) in the Plan.

         (4)   A loan shall bear a reasonable rate of interest, as established
               by the Plan Administrator, which provides a return commensurate
               with the interest rates charged by persons in the business of
               lending money for loans that would be made under similar
               circumstances.

         (5)   Repayment will be made by means of payroll deduction from the
               Borrower's salary. A Borrower may repay an outstanding loan in
               full at any time without penalty.

         (6)   A loan may be taken out no more than once in any twelve-month
               period from each Component of the Plan and a Borrower may have no
               more than one loan outstanding from each Component (ESOP and
               Non-ESOP) of the Plan at any one time; provided, however, that
               the foregoing restrictions of no more than one loan shall not
               apply to loans originated prior to the Closing Date.
               Notwithstanding the foregoing, in no event shall a Borrower who
               has prepaid a loan be permitted to receive another loan from the
               Plan for three (3) months from the date of such prepayment.

         (7)   Participant must take a loan from the Non-ESOP Component of the
               Plan before taking a loan from the ESOP Component of the Plan.
               Loans from the ESOP Component may be requested at specific times
               identified by the ESOP Committee and intended to coincide with
               the Valuation Dates for Company Stock. Loans from the ESOP
               Component are subject to the approval of the ESOP Committee,
               pursuant to its uniform, nondiscriminatory policy for processing
               distributions and loans from the ESOP Component.

         (8)   A reasonable annual administrative fee may be charged for each
               year that a loan is outstanding.

         (9)   A loan shall become immediately due and payable in full upon a
               Borrower's Retirement, death, separation from service due to
               Disability or termination of employment. If the loan is not paid
               in full within 30 days of the occurrence of any one of the
               foregoing events, the Plan Administrator shall foreclose on the
               loan

                                                                              38

<PAGE>

            in order to collect the full remaining outstanding loan balance or
            shall make such other arrangements with the Borrower as the Plan
            Administrator deems appropriate. Upon default, an actual reduction
            of the Borrower's Elective Account or ESOP Elective Account under
            the Plan shall not be effected until occurrence of a distributable
            event under Code Section 401(k)(2)(B), and no rights against the
            Borrower or the security for such loan shall be deemed waived by the
            Plan as a result of such delay.

      (10)  Interest on and repayments of the principal of a loan shall be
            allocated to the Component (ESOP or Non-ESOP) from which the loan
            was made and, within such Component, shall be invested in the same
            manner as Elective Contributions.

(c)   Proceeds for a Participant's loan under the Non-ESOP Component of the
      Plan shall be made in proportion to the balance of his interest in each
      separate Investment Fund as of the Valuation Date coinciding with or
      immediately following the date of that authorized loan processing
      directions are received by the Trustee from the Plan Administrator.

(d)   The Plan Administrator may adopt additional written procedures with
      respect to Plan loans made pursuant to this Section 6.11, provided that
      such procedures do not conflict with the terms of the Plan or
      applicable law.

                                                                              39

<PAGE>

                             ARTICLE 7: DISTRIBUTION

7.1   Distribution Options for Participants who Retire or Incur a Disability

Upon the Retirement or Disability of a Participant, the entire amount to the
credit of his Combined Accounts in the Fund shall be eligible to be distributed
to him in accordance with his written election made pursuant to the following:

(a)   Non-ESOP Accounts

      A Participant who Retires or becomes Disabled may elect, on a form
      prescribed by the Plan Administrator, to receive distribution of the
      portion of his Non-ESOP Accounts in a form that provides for:

      (1)   payment in an immediate lump sum;

      (2)   payment in a deferred lump sum after Retirement or Disability; or

      (3)   payment in immediate or deferred annual installments over a term
            certain not to exceed 10 years.

(b)   ESOP Accounts

      Distributions following a Participant's Disability or Retirement will be
      made in the distribution options described in paragraph (a) above as
      selected by the Participant in the form of whole and partial shares of
      Company Stock, subject to Section 7.4 below provided, however, that a
      request for an immediate lump sum payment shall be subject to the consent
      of the ESOP Committee pursuant to its uniform, nondiscriminatory policy
      for processing distributions and loans from the ESOP Component.

(c)   Additional Rules

      (1)   Any payments made under this Section 7.1 shall be made as soon as
            practicable after the date such form is received by the Plan
            Administrator.

      (2)   Upon the death of a Former Participant, any remaining balances in
            his Combined Accounts, including unpaid installments, shall be
            distributed as provided in Section 7.2.

      (3)   An election to receive installment distributions as described in
            subsection (a)(3) above may be commuted into a single sum payment at
            any time by the Participant or Beneficiary, as applicable, upon
            written notice to the Plan Administrator.

                                                                              40

<PAGE>

7.2   Distribution Options Upon Death

Upon the death of a Participant prior to his Retirement or other termination of
employment with the Company or a Related Company, or upon the death of a Former
Participant prior to the complete distribution of his Combined Accounts, the
Participant's Beneficiary may elect to have the Participant's Combined Account,
distributed in accordance with Section 7.1 at any time that complies with the
requirements of Section 7.8.

7.3   Distribution Options Upon Termination of Employment/Permanent Layoff

(a)   Upon the termination of employment of a Participant for any reason other
      than Retirement, Disability or death:

      (1)   Non-ESOP Accounts

            Except as provided in Section 7.7, the entire vested amount to the
            credit of his Non-ESOP Accounts shall be distributed in a lump sum
            as soon as practicable after termination of employment.

      (2)   ESOP Accounts

            (A)  The entire amount to the credit of his ESOP Transfer Account
                 shall be eligible to be distributed to him as soon as
                 practicable after his termination of employment in a lump sum
                 in the form of whole and partial shares of Company Stock,
                 subject to Section 7.4 below; provided, however, that a request
                 for an immediate lump sum payment shall be subject to the
                 consent of the ESOP Committee pursuant to its uniform,
                 nondiscriminatory policy for processing distributions and loans
                 from the ESOP Component.

            (B)  The entire vested amount to the credit of his ESOP Accounts
                 (other than his ESOP Transfer Account), shall be eligible to be
                 distributed within a reasonable time following the close of the
                 Plan Year which is not later than the fifth Plan Year following
                 the Plan Year in which the Participant terminated employment in
                 a lump sum in the form of whole and partial shares of Company
                 Stock, subject to Section 7.4 below; provided, however, that a
                 request for an immediate lump sum payment shall be subject to
                 the consent of the ESOP Committee pursuant to its uniform,
                 nondiscriminatory policy for processing distributions and loans
                 from the ESOP Component.

(b)   In the case of a sale of all or substantially all of the assets used by
      the Company or an Affiliate in a trade or business or of the sale of the
      Company's or an Affiliate's interest in a subsidiary that causes a
      Participant to cease to be employed by the Company or an entity that
      constitutes an Affiliate, each affected Participant shall be given the
      right to elect no later than 30 days after the sale to have the
      Participants vested interest (including any related outstanding loans)
      transferred to a plan (if any) of the Participant's non-

                                                                              41

<PAGE>

      Affiliate successor or continuing employer (such a transfer, a
      "Transfer"), provided that the Company provides for Transfers in
      connection with such sale and such plan accepts the Transfers, and that
      the Committee is satisfied (1) as to the tax-qualification of such
      transferee plan and the tax-exemption of its related trust, and (2) that
      the Transfers will not adversely affect the tax-qualification of the Plan
      or the tax-exemption of the Fund.

7.4   Form of Distributions

Distributions from the Participants' Non-ESOP Accounts shall be made in cash.
Distributions from the Participants' ESOP Accounts shall be made in shares of
Company Stock; provided, however, if the Company's charter or bylaws restrict
ownership of substantially all of the outstanding Company Stock to employees and
the Trust or if the Company has elected to be taxed as an "S corporation," the
Participants' ESOP Accounts will be distributed in cash, or if the Plan
Administrator elects, shares of Company stock subject to a requirement that they
be sold to the Company immediately upon distribution.

7.5   Forfeitures

(a)   Any unvested portion of a Participant's Combined Account shall be
      forfeited upon the Participant's Date of Severance. Amounts forfeited from
      the Combined Accounts of Participants who are not fully vested on their
      Date of Severance shall be applied to reduce the next succeeding Company
      contribution under Article 3

(a)   If a Participant who is less than 100% vested in his Combined Account
      ceases to be an Employee and, as a result, receives a distribution from
      the Plan in an amount that is less than the present value of the
      Participant's accrued benefit under the Plan, the portion of the
      Participant's Combined Account that was forfeited pursuant paragraph
      7.5(a) above shall be restored to the Participant's ESOP Accounts or
      Non-ESOP Accounts, as applicable, if the Participant is re-employed by the
      Company or a Related Company prior to incurring five consecutive Periods
      of Severance and repays to the Plan the full amount of such distribution
      prior to the occurrence of the earlier of 5 years after the first date on
      which the Participant is subsequently re-employed; or the date the
      Participant incurs 5 consecutive one-year Periods of Severance. Such
      reinstatement shall be provided by an additional contribution by the
      Company for the Plan Year in which such reinstatement occurs.

(b)   If a Participant incurs five consecutive one-year Periods of Severance,
      the vested portion of the Participant's Combined Account attributable to
      service prior to such Periods of Severance shall not be increased as a
      result of any service after such Periods of Severance.

                                                                              42

<PAGE>

7.6  Amount of Distribution

After a Participant's Date of Severance has occurred, and pending complete
distribution of the Participant's Combined Account balances, the Participant's
Combined Accounts will be held under the Plan and will be subject to adjustment
under Article 6.

The amount of any distribution to be made based on the value of an entire
Participant's Combined Account, or a portion thereof, shall be determined with
reference to the value of such Combined Account (or portion thereof) as of the
Valuation Date coinciding with or immediately preceding the date that authorized
distribution directions are received by the Trustee from the Plan Administrator.

7.7  Participant's Right to Consent to Distributions

Notwithstanding any other provision of this Section, if a Participant's vested
Combined Account balances exceeds $5,000 at any time at or after his Date of
Severance, no portion of his Combined Accounts may be distributed to him without
his written consent before he attains normal retirement age (determined in the
same manner as the determination of whether a Participant has Retired). Failure
to provide such consent within 30 days following solicitation of such consent by
the Plan Administrator shall defer the Participant's right to receive a
distribution until his attainment of normal retirement age (or his death, if
earlier).

If the value of the Participant's vested Combined Account balance is $5,000 or
less at any time at or after his Date of Severance, the Participant will receive
a distribution of the value of the entire vested portion of such Combined
Account balance and the nonvested portion will be treated as a forfeiture;
provided, however, that this provision shall not be used to accelerate the final
installment payment(s) of a series of installment payments. For this purpose, if
the value of a Participant's vested Combined Account balance is zero, the
Participant shall be deemed to have received a distribution of such vested
Combined Account balance immediately upon his Date of Severance.

Effective as of January 1, 2002, this Section 7.7 shall be applied without
regard to a Participant's Rollover Account or ESOP Rollover Account.

7.8  Time When Distributions Must Commence

(a)  Unless a Participant elects otherwise, distribution shall commence not
     later than the 60th day following the close of the Plan Year in which the
     latest of the following occurs: (1) the Participant attains normal
     retirement age (as described in Code Section 401(a)(14)); (2) the tenth
     anniversary of the date on which the Participant commenced participation
     under this Plan; or (3) the Participant terminates employment with the
     Company and all Affiliates.

(b)  Notwithstanding any contrary provision of the Plan, distribution of the
     Combined Account balances of a Participant shall commence by April 1 of the
     calendar year next 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's Date of Severance occurs ("Required

                                                                              43

<PAGE>

     Commencement Date"); provided, however, that the Required Commencement Date
     of a Participant who is a five-percent owner (as defined in Code Section
     416) of the Company or Related Company in the calendar year in which the
     Participant attains age 70 1/2 shall be April 1 of the calendar year next
     following the calendar year which the Participant attains age 70 1/2.
     Distribution under the preceding sentence shall be made in annual
     installments in the minimum amounts required by regulations issued under
     Code Section 401(a)(9). If a Participant dies before the Participant's
     Required Commencement Date or after his Required Commencement Date but
     before receipt of his entire benefits, the Participant's benefits shall be
     distributed in accordance with Code Section 401(a)(9) and the regulations
     thereunder. A Participant who is not a five percent owner and who attains
     age 70-1/2 while still employed by the Company or a Related Company may
     elect to receive a distribution commencing April 1 of the calendar year
     next following the calendar year in which he attains age 70-1/2, in
     installments as described in regulations issued under Code Section
     401(a)(9). Distributions under the Plan shall be determined and made in
     accordance with Section 401(a)(9) of the Code and the regulations there
     under. The provisions of Code Section 401(a)(9) and the regulations there
     under, as may be amended from time to time, are incorporated herein by
     reference and shall override any inconsistent provision of the Plan.

7.9  Hardship

(a)  A Participant may apply in writing to the Plan Administrator for a
     distribution, due to financial hardship, of all or a part of the
     Participant's Elective Account and ESOP Elective Account and/or 401(k)
     amounts transferred to the ESOP Transfer Account and the ESOP Elective
     Account, excluding earnings thereon (a "Hardship Distribution"). A Hardship
     Distribution shall be made only if such distribution is necessary to
     alleviate an immediate and heavy financial need of the Participant as
     determined in accordance with Section 7.9(b) below, and is necessary to
     satisfy such financial need as determined in accordance with Section 7.9(c)
     below. The determination by the Plan Administrator of the existence of an
     immediate and heavy financial need and of the amount necessary to meet such
     need shall be made in a nondiscriminatory and uniform manner. The Plan
     Administrator shall not allow a Hardship Distribution to be made to a
     Participant unless the requirements of this Section 7.9 are satisfied.

(b)  The determination by the Plan Administrator of whether a Participant has an
     immediate and heavy financial need is to be made on the basis of all the
     relevant facts and circumstances, and must be for one of the reasons
     specified in subsections (1) - (4) below (and may include any amounts
     necessary to pay any federal, state or local income taxes or penalties
     reasonably anticipated to result from the distribution). A financial need
     shall not fail to qualify as immediate and heavy merely because such need
     was reasonably foreseeable or voluntarily incurred by the Participant. To
     receive a Hardship Distribution, a Participant must submit a completed
     application form provided by the Plan Administrator, and any additional
     written documentation necessary to establish to the satisfaction of the
     Plan Administrator that such distribution is for:

     (1)  unreimbursed medical expenses described in Code Section 213(d) that
          are incurred by the Participant, the Participant's spouse or
          dependents (as defined in

                                                                              44

<PAGE>

          Code Section 152), or necessary for such persons to obtain medical
          care described in Code Section 213(d);

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

     (3)  payment of tuition and related educational fees for the next 12 months
          of post-secondary education for the Participant or for the
          Participant's spouse or dependents (as defined in Code Section 152);
          or

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

(c)  A Hardship Distribution made pursuant to this Section 7.9 will be deemed to
     be necessary to satisfy an immediate and heavy financial need of a
     Participant only if:

     (1)  the distribution is not in excess of the amount of the Participant's
          immediate and heavy financial need (including any amounts necessary to
          pay any federal, state or local income taxes or penalties reasonably
          anticipated to result from such distribution); and

     (2)  the Participant has obtained all distributions (other than Hardship
          Distributions) and all nontaxable loans currently available under all
          plans maintained by the Company and any Related Company.

(d)  Notwithstanding any provision of the Plan or any other plan maintained by
     the Company or a Related Company to the contrary, a Participant who
     receives a Hardship Distribution shall not:

     (1)  make elective contributions to the Plan and all other plans maintained
          by the Company or a Related Company for the Participant's taxable year
          immediately following the taxable year of the Hardship Distribution in
          excess of the applicable limit under Code Section 402(g) for such next
          taxable year, less the amount of the Participant's elective
          contributions for the taxable year of the Hardship Distribution; and

     (2)  be eligible to make any elective contributions or after-tax employee
          contributions to the Plan and all other plans maintained by the
          Company or a Related Company for a period of twelve months (effective
          January 1, 2002, only six months) following the date of receipt of the
          Hardship Distribution, and shall enter into a legally enforceable,
          written agreement acknowledging same. For this purpose, the term "all
          other plans" means all qualified and nonqualified plans of deferred
          compensation including, without limitation, stock option, stock
          purchase or similar plans and a cash or deferred arrangement that is
          part of a cafeteria plan (within the meaning of Section 125 of the
          Code), but excluding the mandatory employee contribution portion of a
          defined benefit plan and a health and welfare

                                                                              45

<PAGE>

          benefit plan, including such a plan that is part of a Code Section 125
          cafeteria plan.

(e)  A Participant's Hardship Distribution shall come from the Non-ESOP
     Component first and then only to the extent necessary from the ESOP
     Component. To the extent made from the Non-ESOP Component, a Hardship
     Distribution shall be taken from the Investment Funds in which the
     Participant's Elective Account is invested on a pro rata basis. Hardship
     Distributions from the ESOP Component are subject to the approval of the
     ESOP Committee, pursuant to its uniform, nondiscriminatory policy for
     processing distributions and loans from the ESOP Component.

7.10 Inability to Locate Distributee

(a)  Notwithstanding any other provision of the Plan, in the event that the
     Company cannot locate any person to whom a payment or distribution is due
     under the Plan, and no other distributee has become entitled thereto
     pursuant to any provision of the Plan, the Combined Account in respect of
     which such payment or distribution is to be made shall be forfeited at the
     close of the third Plan Year following the Plan Year in which such payment
     or distribution first became due (but in all events prior to the time such
     Combined Account would otherwise escheat under any applicable State law);
     provided, that any Combined Account so forfeited shall be reinstated if
     such person subsequently makes a valid claim for such benefit.

(b)  Such reinstatement shall be provided by an additional contribution for the
     Plan Year in which such reinstatement is made.

(c)  Any amount forfeited under this Section 7.10 shall be applied to reduce the
     next succeeding Company contribution under Article 3.

7.11 Restrictions on In-Service Distributions

Notwithstanding any other provision of this Plan, amounts held by the Trustee
may not be distributable to Participants earlier than upon Retirement, death,
Disability, separation from service, or hardship.

7.12 Direct Rollovers

(a)  Notwithstanding any other provision of the Plan to the contrary that would
     otherwise limit a Distributee's election under this Article 7, 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 one or more Eligible Retirement Plans specified by the
     Distributee in a Direct Rollover.

(b)  The following terms shall have the following meanings when used in this
     Section 7.12:

     (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,

                                                                              46

<PAGE>

          except that an Eligible Rollover Distribution does not include: 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 life
          expectancies) of the Distributee and the Distributee's designated
          Beneficiary, or for a specified period of ten years or more; any
          distribution to the extent such distribution is required under Section
          401(a)(9) of the Code; Hardship Withdrawals of Elective Contributions;
          and the portion of any distribution that is not includable 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, 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 a
          surviving spouse, an Eligible Retirement Plan is an individual
          retirement account or an individual retirement annuity.

     (3)  Distributee. A "Distributee" includes an Employee or a former
          Employee. In addition, the Employee's or former Employee's surviving
          spouse and the Employee's or former Employee's 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.

7.13 Qualified Domestic Relations Orders

Distributions may not be made to an Alternate Payee from the ESOP Component
before the Participant attains the earliest retirement age under the Plan. If
the Plan Administrator receives a domestic relations order that otherwise
qualifies as a Qualified Domestic Relations Order under Section 414(p) of the
Code, and such order provides for a distribution or series of distributions from
the Non-ESOP Component that may commence to an Alternate Payee before the
Participant attains the earliest retirement age under the Plan, or for an
immediate lump-sum distribution, the Plan Administrator shall recognize the
domestic relations order as a Qualified Domestic Relations Order and authorize
payment of said distribution or distributions from the Non-ESOP Component.

                                                                              47

<PAGE>

                      ARTICLE 8: ADMINISTRATION OF THE PLAN

8.1  Appointment of ESOP Committee

(a)  There is hereby authorized an ESOP Committee, which shall consist of not
     less than three members. The Board of Directors of the Company shall
     appoint the members of the Committee. Each member of the Committee may
     resign, or may be removed at any time by the Board of Directors of the
     Company (with or without cause), and, in the event of the removal, death or
     resignation of any member, his successor shall be appointed by the Board of
     Directors of the Company. In the event that a vacancy or vacancies shall
     occur on the Committee, the remaining member or members shall act as the
     Committee until the Board of Directors of the Company fills such vacancy or
     vacancies. The members of the Committee shall serve without compensation
     for their services as such members.

(b)  No person shall be ineligible to be a member of the Committee because he
     is, was or may become entitled to benefits under the Plan or because he is
     a director and/or officer of the Company or any Related Company; provided,
     that no member of the Committee shall participate in any determination by
     the Committee relating specifically to his own benefits under the Plan.

(c)  The members of the Committee shall serve without bond except to the extent
     required by applicable law.

8.2  Named Fiduciaries

(a)  Named Fiduciaries under the Plan shall be:

     (1)  the Plan Administrator, who shall have authority to control and manage
          the operation and administration of the Plan, except with respect to
          those matters that under the Plan or the Trust Agreement are the
          responsibility, or subject to the authority, of the Committee or the
          Trustee, and

     (2)  the Committee, which shall be the named fiduciary with respect to the
          financial management of the Plan and the control or management of the
          assets of the Plan, except with respect to those matters that under
          the Plan or the Trust Agreement are the responsibility, or subject to
          the authority, of the Plan Administrator or the Trustee. Consistent
          with ERISA, the Committee may further delegate these duties, including
          without limitation, establishing separate subcommittees responsible
          for the financial management of the ESOP Component and the Non-ESOP
          Component.

     (3)  Participants, with respect to the voting of Company Stock in their
          ESOP Accounts, as described in Section 15.1(a)(1), and with respect to
          the one-time election in Company Stock, as described in Section 6.4.

(b)  Reserved.

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8.3      Allocation of Fiduciary and Other Responsibilities

(a)      Each Named Fiduciary (with the exception of Participants) shall have
         the right:

         (1)      to allocate responsibilities (fiduciary or otherwise) among it
                  and the other Named Fiduciary,

         (2)      to designate individual members of the Committee to carry out
                  responsibilities (fiduciary or otherwise) under the Plan, and

         (3)      to designate persons other than such Named Fiduciaries to
                  carry out responsibilities (fiduciary or otherwise) under the
                  Plan.

(b)      Reserved.

8.4      Quorum and Voting; Procedures

(a)      A majority of the members of the Committee at the time in office shall
         constitute a quorum for the transaction of business. The Board of
         Directors of the Company shall select from among the Committee members
         a Chairman, and shall appoint (from its members or otherwise) a
         Secretary.

(b)      The Committee may act by vote or written consent of the majority of its
         members then in office and may establish its own procedures. The
         Committee may authorize any one or more of its members or the Secretary
         or any designee of the Committee to sign and deliver any instrument,
         certificate or other paper or document on its behalf.

8.5      Service in Multiple Capacities

Any person or group of persons may serve in more than one fiduciary capacity
with respect to the Plan.

8.6      Powers and Authority

Each Named Fiduciary shall have all powers necessary or helpful for the carrying
out of its responsibilities, and the decisions or actions of such Named
Fiduciary in good faith in respect of any matter hereunder shall be conclusive
and binding upon all parties concerned.

8.7      Powers of Plan Administrator

(a)      Without limiting the generality of the foregoing, the Plan
         Administrator shall have the power:

         (1)      to make rules and regulations for the administration of the
                  Plan that are not inconsistent with the terms and provisions
                  of the Plan;

                                                                              49

<PAGE>

         (2)      to construe all terms, provisions, conditions and limitations
                  of the Plan;

         (3)      to determine all questions arising out of or in connection
                  with the provisions of the Plan or its administration in any
                  and all cases in which he deems such a determination
                  advisable; and

         (4)      to establish a claims procedure in accordance with applicable
                  law, which shall afford a reasonable opportunity to any
                  Participant whose claim for benefits has been denied for a
                  full and fair review of the decision denying such claim.

(b)      In all instances, the Plan Administrator shall have complete
         discretionary authority to find facts, determine eligibility for
         participation and benefits under the Plan, and to construe and
         interpret all provisions of the Plan and all documents relating thereto
         including, without limitation, all disputed and uncertain terms. All
         deference permitted by law shall be given to such findings,
         constructions, interpretations and determinations.

8.8      Powers of Committee

(a)      Without limiting the generality of the foregoing, the Committee shall
         have the power:

         (1)      to establish and carry out, or cause to be established and
                  carried out by those persons (including without limitation,
                  any investment manager or trustee) to whom responsibility or
                  authority therefore has been allocated or delegated in
                  accordance with this Plan or the Trust Agreement, funding and
                  investment policies and methods consistent with the objectives
                  of the Plan and the requirements of ERISA. For such purposes,
                  such Committee shall, at a meeting duly called for the
                  purpose, establish funding and investment policies and methods
                  that satisfy the requirements of ERISA, and shall meet at
                  least annually to review such policies and methods. All
                  actions taken with respect to such policies and methods and
                  the reasons therefore shall be recorded in the minutes of the
                  meetings of such Committee;

         (2)      to appoint a trustee or trustees to hold the assets of the
                  Plan, and who, upon acceptance of being appointed, shall have
                  authority and discretion to manage and control the assets of
                  the Plan, except to the extent that the authority to manage,
                  acquire or dispose of assets of the Plan is delegated to one
                  or more investment managers pursuant to paragraph (3) below;
                  and

         (3)      to appoint an investment manager or managers, as defined in
                  Section 3(38) of ERISA, to manage (including the power to
                  acquire, invest and dispose of) any assets of the Plan.

(b)      Reserved.

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<PAGE>

8.9      Advisors

Each Named Fiduciary (with the exception of the Participants), and any fiduciary
designated by them pursuant to Section 8.3 above to whom such power is granted,
may employ one or more persons to render advice with regard to any
responsibility such fiduciary has under the Plan.

8.10     Powers Not Exclusive

The foregoing list of powers is not intended to be either complete or exclusive,
and each Named Fiduciary shall, in addition, have such powers as it may
determine to be necessary for the performance of its duties under the Plan and
the Trust Agreement.

8.11     Limitation of Liability; Indemnity

Except to the extent otherwise provided by law, if any duty or responsibility of
a Named Fiduciary has been allocated or delegated to any other person in
accordance with any provision of this Plan or of the Trust Agreement, then such
Named Fiduciary shall not be liable for any act or omission of such person in
carrying out such duty or responsibility. The Company shall indemnify and save
each person who is a member of the Committee and each employee or director of
the Company or a Related Company, harmless against any and all loss, liability,
claim, damage, cost and expense that may arise by reason of, or be based upon,
any matter connected with or related to the Plan or the administration of the
Plan (including, but not limited to, any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or in settlement of any such claim whatsoever) to the
fullest extent permitted under applicable law, except when same is judicially
determined to be due to the gross negligence or willful misconduct of such
person.

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<PAGE>

                        ARTICLE 9: AMENDMENT OF THE PLAN

9.1      Amendment

(a)      Subject to the provisions hereinafter set forth, the Company reserves
         the right at any time and from time to time to modify or amend in whole
         or in part any or all of the provisions of the Plan, provided however,
         that:

         (1)      no modification or amendment may be made which by reason
                  thereof will deprive any Participant or Former Participant or
                  Beneficiary without his consent of any amounts theretofore
                  credited to his Combined Account under the Plan; and

         (2)      no such modification or amendment shall make it possible for
                  any part of any funds contributed under the Plan to be used
                  for, or diverted to, purposes other than for the exclusive
                  benefit of Participants or Former Participants or
                  Beneficiaries under the Plan, subject to subsection (b) below,
                  or as otherwise may be required or permitted under applicable
                  law.

(b)      Notwithstanding subsection (a) above, any modification or amendment of
         the Plan may be made, retroactively if necessary, that the Company
         deems necessary or appropriate to bring the Plan or Trust into
         conformity with governmental regulations that must be complied with in
         order to qualify the Plan, the Trust and contributions for tax
         exemption or deduction, or other applicable requirements of statute or
         governmental regulations.

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<PAGE>

                   ARTICLE 10: TERMINATION OF THE PLAN; MERGER

10.1     Termination

(a)      The Company assumes no obligation to continue this Plan and
         specifically reserves the right at any time and for any reason deemed
         sufficient by it to discontinue this Plan and contributions under it.

(b)      Upon complete or partial termination of, or complete discontinuance of
         contributions under the Plan, the rights of all affected Participants
         to the amounts credited to their Accounts shall be nonforfeitable,
         except to the extent required to preclude discrimination between
         Participants and classes of Participants. In the case of a sale of all
         or a significant portion of the assets used by the Company or an
         Affiliate in a trade or business or of the sale of all or a significant
         portion of the Company's or an Affiliate's interest in a subsidiary,
         the Company, in its sole discretion, may elect to treat any similarly
         situated employees of such trade or business or such subsidiary as
         fully vested hereunder.

(c)      In the event of such termination, subject to the limitations set forth
         in Article 9, the Trustee(s) shall dispose of any and all funds held
         under the Plan by any Trustee in accordance with the written order of
         the Committee. The Committee shall determine the amounts that are
         payable under the Plan to Participants or Former Participants or for
         administrative expenses of the Plan, and shall direct the Trustee to
         pay over any and all funds either directly to the persons certified by
         it to be entitled to receive such amounts, to an insurance company or
         companies for the purchase of annuity contracts or to the Company for
         distribution, or to hold such amounts for distribution at the time and
         in the manner provided for in Article 7.

10.2     Plan Merger

In the case of any merger or consolidation with, or transfer of assets or
liabilities to, any other plan, each Participant in this Plan shall be entitled
to a benefit immediately after the merger, consolidation, or transfer (if the
Plan then terminated) that is equal to or greater than the benefit he would have
been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then been terminated).

                                                                              53

<PAGE>

            ARTICLE 11: LIMITATION OF RIGHTS OF PARTICIPANTS, FORMER
                          PARTICIPANTS & Beneficiaries

11.1     No Employment Rights

Nothing contained in the Plan shall be deemed to give any Participant the right
to be retained in the service of the Company.

11.2     Spendthrift Clause

(a)      Except as otherwise required or permitted by law, no interest, right or
         claim in or to any part of the Fund or any payment there from shall be
         assignable, transferable or subject to sale, mortgage, pledge,
         hypothecation, commutation, anticipation, garnishment, attachment,
         execution or levy of any kind, and the Company shall not recognize any
         attempt to assign, transfer, sell, mortgage, pledge, hypothecate,
         commute or anticipate the same.

(b)      Section 11.2(a) above shall apply to the creation, assignment or
         recognition of a right to any benefit payable pursuant to a domestic
         relations order, unless such order is determined by the Plan
         Administrator to be a "qualified domestic relations order" as defined
         in Section 414(p) of the Code.

(c)      Section 11.2(a) above shall not apply to the offset of a Participant's
         benefit under the Plan of an amount the Participant is required to pay
         to the Plan pursuant to a criminal conviction, civil judgment or
         settlement agreement described in Section 401(a)(13)(C) of the Code.

11.3     Incompetents

If a Participant, Former Participant or Beneficiary to whom distributions shall
be due under the Plan shall be or become incompetent, either physically or
mentally, in the judgment of the Plan Administrator, the Plan Administrator
shall have the right to determine to whom such distributions shall be made for
the benefit of such Participant, Former Participant or Beneficiary.

11.4     Minors

If at any time a person entitled to receive any payment hereunder is a minor,
such payment may be made for the benefit of such minor to his parent, guardian,
or the person with whom he resides, or to the minor himself, and the release of
any such parent, guardian, person or minor shall be valid and complete discharge
for such payment.

11.5     Doubt as to Identity

In case at any time any doubt exists as to the identity of any person entitled
to any payment hereunder or the amount or time of such payment, the Plan
Administrator shall be entitled to direct the Trustee to hold such sum in trust
until such identity or amount or time is determined or

                                                                              54

<PAGE>

until order of a court of competent jurisdiction, or to pay such sum into court
in accordance with appropriate rules of law in such case then provided.

11.6     Discharge of Liability

If the Plan Administrator or his delegate reasonably believes (taking into
account any document purporting to be a valid consent of the Participant's
spouse, or any representation by the Participant that he is not married or any
designation of beneficiary) that a distribution in respect of a Participant's
Combined Account is made to a person who properly qualifies as the Participant's
Beneficiary, the Plan shall have no further liability with respect to such
Combined Account to the extent of the distribution.

                                                                              55

<PAGE>

                        ARTICLE 12: TOP-HEAVY PROVISIONS

12.1     Application of Article 12

The following provisions of this Article 12 shall apply automatically in any
Plan Year in which the Plan is determined to be Top Heavy, and shall override
any inconsistent provisions herein. The determination of whether the Plan is a
Top Heavy Plan in any Plan Year, and the application of these provisions, shall
be interpreted in accordance with the definitions set forth in Section 12.6 and
Section 416 of the Code and the regulations there under.

12.2     Top-Heavy Determination

(a)      For purposes of this Article 12, the Plan is a Top-Heavy Plan with
         respect to a Plan Year if, as of the Determination Date for the Plan
         Year, (1) the Plan has a Top-Heavy Ratio greater than 60% and is not a
         member of a Required Aggregation Group, or (2) the Plan is a member of
         a Required Aggregation Group that has a Top-Heavy Ratio greater than
         60%.

(b)      Notwithstanding Subsection (a) above, if the Plan is a member of a
         Permissive Aggregation Group with a Top-Heavy Ratio less than or equal
         to 60%, it shall not be considered to be a Top-Heavy Plan.

12.3     Reserved

12.4     Minimum Contributions

(a)      If the Plan is determined to be a Top-Heavy Plan for a Plan Year,
         minimum employer contributions (including forfeitures) shall be made,
         on behalf of each Participant who has not separated from service as of
         the end of the Plan Year and who is not a Key Employee, of not less
         than the lesser of the following percentage of compensation (within the
         meaning of Section 415 of the Code):

         (1)      3%, or

         (2)      the highest percentage at which employer contributions
                  (including forfeitures and amounts contributed pursuant to a
                  salary reduction agreement) are made under the Plan for the
                  Plan Year on behalf of a Key Employee.

         Effective January 1, 2002, Matching Contributions may be counted toward
         any minimum contribution requirement under this Section 12.4

(b)      A Top-Heavy Plan shall not be treated as meeting the requirements of
         this Section 12.4 unless the Plan meets such requirements without
         taking into account any Social Security contributions or benefits.

(c)      Notwithstanding subsections (a) and (b) above, this Section 12.4 shall
         not apply to any Participant to the extent that such Participant is
         covered under any other qualified plan of

                                                                              56

<PAGE>

         the Company or a Related Company and such other plan provides the
         minimum allocation or benefit requirement applicable to Top-Heavy
         plans.

12.5     Reserved

12.6     Definitions

(a)      For purposes of this Article 12, the following terms shall have the
         following meanings:

         (1)      "Determination Date" means, with respect to a Plan Year, the
                  last day of the preceding Plan Year or, in the case of the
                  first Plan Year, the last day of the Plan Year.

         (2)      "Key Employee" means any individual considered as such under
                  Section 416(i)(1) of the Code.

         (3)      "Permissive Aggregation Group" means each plan in the Required
                  Aggregation Group and any other qualified plan or plans
                  maintained by the Company or a Related Company if such group
                  of plans, when considered together, would meet the
                  requirements of Sections 401(a)(4) and 410 of the Code.

         (4)      "Required Aggregation Group" means, with respect to a Plan
                  Year for which a determination is being made, (1) this Plan,
                  (2) each other qualified plan of the Company and any Related
                  Company in which at least one Key Employee is a participant
                  and (3) any other qualified plan of the Company or any Related
                  Company that enables any plan described in items (1) and (2)
                  above to meet the requirements of Section 401(a)(4) or 410 of
                  the Code.

         (5)      "Top-Heavy Ratio" means, with respect to the plans taken into
                  consideration, a fraction, the numerator of which is the sum
                  of the Key Employees' account balances under the applicable
                  defined contribution plans and the present value of the Key
                  Employees' accrued benefits under the applicable defined
                  benefit plans, and the denominator of which is the sum of all
                  participants' account balances under the applicable defined
                  contribution plans and the present value of all participants'
                  benefits under the applicable defined benefit plans; provided,
                  however, that if any individual has not received any
                  compensation from the Employer maintaining an applicable plan
                  (other than benefits under the plans) at any time during the
                  5-year period ending on the Determination Date (effective
                  January 1, 2002, this 5-year lookback shall not apply), any
                  accrued benefit of such individual (and the account of such
                  individual) shall not be taken into account. Both the
                  numerator and the denominator of this fraction are adjusted so
                  as to include distributions made in the plan year containing
                  the Determination Date or in the four preceding plan years
                  (effective January 1, 2002, only in-service distributions in
                  preceding years need be included) and in the case of defined
                  contribution plans, any contributions due but unpaid as of the
                  Determination Date. The preceding sentence shall also apply to
                  distributions under a terminated plan that if it had not been
                  terminated would have been included in the Required

                                                                              57

<PAGE>

                  Aggregation Group. The value of account balances and the
                  present value of accrued benefits will be determined as of the
                  most recent valuation date that falls within or ends with the
                  12-month period ending on the Determination date. The account
                  balances and accrued benefits of an individual who is not a
                  Key Employee but who was a Key Employee in a prior year will
                  be disregarded. When more than one plan is being considered,
                  the value of account balances and accrued benefits will be
                  calculated with reference to the Determination Dates that fall
                  within the same calendar year. Present values shall be based
                  on reasonable actuarial assumptions as to interest and
                  mortality. Solely for the purpose of determining if the Plan,
                  or any other plan included in an aggregation group of which
                  this Plan is a part, is top-heavy, the accrued benefit of a
                  Participant other than a Key Employee shall be determined
                  under (1) the method, if any, that uniformly applies for
                  accrual purposes under all plans maintained by the Company or
                  a Related Company or (2) if there is no such method, as if
                  such benefit accrued not more rapidly than the slowest accrual
                  rate permitted under the fractional accrual rate of Section
                  411(b)(1)(C) of the Code. In all instances, the calculation of
                  the Top-Heavy Ratio, and the extent to which distributions,
                  rollovers, and transfers are taken into account, will be made
                  in accordance with Section 416 of the Code and the regulations
                  there under, as may be amended.

(b)      Reserved.

                                                                              58

<PAGE>

                              ARTICLE 13: RESERVED

                                                                              59

<PAGE>

         ARTICLE 14: RIGHTS, RESTRICTIONS, AND OPTIONS ON COMPANY STOCK

14.1     Right of First Refusal

Subject to the provisions of the last sentence of this Section, shares of
Company Stock distributed to Participants shall be subject to a "Right of First
Refusal." The Right of First Refusal shall provide that, prior to any subsequent
transfer, the Participant (or the Participant's Beneficiary) must first make a
written offer of such Company Stock to the Trust and to the Company at the then
fair market value of such Company Stock, as determined by an Independent
Appraiser. The Trust shall have the first priority to exercise the right to
purchase the Company Stock, and then the Company shall have second priority to
exercise the right. A bona fide written offer from an independent prospective
buyer shall be deemed to be the fair market value of such Company Stock for this
purpose, unless the value per share, as determined by the Independent Appraiser
as of the Valuation Date at the end of the immediately preceding Plan Year, is
greater. The Company and the Trust shall have a total of 14 days (from the date
the offer is first received by the Company or the Trust) to exercise the Right
of First Refusal on the same terms offered by the prospective buyer. A
Participant (or the Participant's Beneficiary) entitled to a distribution of
Company Stock may be required to execute an appropriate stock transfer agreement
(evidencing the Right of First Refusal) prior to receiving a certificate for
Company Stock. No Right of First Refusal shall be exercisable by reason of any
of the following transfers:

(a)      The transfer upon disposition of any such shares by any legal
         representative, heir or legatee, but the shares shall remain subject to
         the Right of First Refusal; or

(b)      The transfer while Company Stock is listed on a national securities
         exchange registered under Section 6 of the Securities Exchange Act of
         1934 or quoted on a system sponsored by a national securities
         association registered under Section 15A(b) of the Securities Exchange
         Act of 1934.

14.2     Share Legend; Other Restrictions

Shares of Company Stock held or distributed by the Trustee may include such
legend restrictions on transferability as the Company may reasonably require in
order to assure compliance with applicable Federal and state securities laws and
the provisions of this Article 14.

Except as otherwise provided in this Section, no shares of Company Stock held or
distributed by the Trustee may be subject to a put, call or other option, or
buy-sell or similar arrangement.

14.3     Nonterminable Rights

The provisions of this Article 14 are nonterminable, and shall continue to be
applicable to shares of Company Stock even if the Plan ceases to be an employee
stock ownership plan within the meaning of Section 4975(e)(7) of the Code.

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                    ARTICLE 15: VOTING AND TENDERING OF STOCK

15.1     Voting of Company Stock

(a)      The voting of Company Stock held in the Trust shall be subject to the
         provisions of ERISA and the following provisions, to the extent such
         provisions are not inconsistent with ERISA:

         (1)      With respect to any corporate matter that involves the voting
                  of Company Stock with respect to the approval or disapproval
                  of any corporate merger or consolidation, recapitalization,
                  reclassification, liquidation, dissolution, sale of
                  substantially all of the assets of a trade or business, or
                  such other transactions that may be prescribed by regulation
                  (and, if the Company has a registration-type class of
                  securities, all other shareholder voting issues), each
                  Participant may be entitled to direct the Trustee as to the
                  exercise of any shareholder voting rights attributable to
                  shares of Company Stock then allocated to his ESOP Accounts,
                  but only to the extent required by Sections 401(a)(22) and
                  409(e)(3) of the Code and the regulations there under. For
                  purposes of the foregoing sentence, each Participant shall be
                  a Named Fiduciary of the Plan as described in Section
                  402(a)(2) of ERISA. The Committee shall have the sole
                  responsibility for determining when a corporate matter has
                  arisen that involves the voting of Company Stock under this
                  provision. If a Participant is entitled to so direct the
                  Trustee, all allocated Company Stock as to which such
                  instructions have been received (which may include an
                  instruction to abstain) shall be voted by the Trustee in
                  accordance with such instructions, provided that the Trustee
                  may vote the shares as it determines is necessary to fulfill
                  his fiduciary duties under ERISA. The Trustee shall vote any
                  shares as to which no voting instructions have been received
                  at the direction of the Committee, subject to his fiduciary
                  duties under ERISA.

         (2)      In all other circumstances, the Trustee shall vote all shares
                  of Company Stock as directed by the Committee.

15.2     Tendering of Company Stock

(a)      The tendering of Company Stock held in the Trust shall be subject to
         the provisions of ERISA and the following provisions, to the extent
         such provisions are not inconsistent with ERISA:

         (1)      In the event of a tender offer or other offer to purchase
                  shares of Company Stock held by the Trust, the Trustee shall
                  tender or sell the shares as directed by each Participant (or,
                  if applicable, designated beneficiary or alternate payee) with
                  respect to shares of Company Stock then allocated to his ESOP
                  Accounts, subject to the fiduciary duties under ERISA. In all
                  other circumstances, the Trustee shall tender or exchange
                  shares of Company Stock as directed by the ESOP Committee. In
                  carrying out its responsibilities under this Section, the
                  Trustee

                                                                              61

<PAGE>

         may rely on information furnished to it by the Plan Administrator,
         including the names and current addresses of Participants, the number
         of shares of Company Stock allocated to their ESOP Accounts, and the
         number of shares of Company Stock held by the Trustee (if any) that
         have not yet been allocated.

                                                                              62

<PAGE>

                            ARTICLE 16: Miscellaneous

16.1     Severability

If any provision of the Plan is held invalid or unenforceable, its validity or
unenforceability shall not affect any other provisions of the Plan and the Plan
shall be construed and enforced as if such provisions had not been included
therein.

16.2     Captions

The captions contained herein and the table of contents, if any, prefixed hereto
are inserted only as a matter of convenience and for reference and in no way
define, limit, enlarge or describe the scope or interest of the Plan nor in any
way shall affect the Plan or the construction of any provision thereof.

16.3     Construction

The Plan shall be construed and enforced in accordance with the laws of the
State of Wisconsin (without regard to its conflict of laws provisions), except
to the extent that such laws are preempted by Federal law.

                                                                              63