<PAGE>

                THE HOOVER COMPANY I L.P. RETIREMENT SAVINGS PLAN
                           FOR HOURLY-RATED EMPLOYEES
            (As Amended and Restated Effective as of January 1, 1997)

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                           <C>
ARTICLE I The Plan ..........................................................   1
   1.1   Establishment and Amendment of the Plan ............................   1
   1.2   Applicability of Plan ..............................................   1
   1.3   Purpose of the Plan ................................................   1

ARTICLE II Definitions ......................................................   2
   2.1   Definitions ........................................................   2
         (a)   Account ......................................................   2
         (b)   Act ..........................................................   2
         (c)   Affiliate ....................................................   2
         (d)   Before-Tax Contributions .....................................   3
         (e)   Board ........................................................   3
         (f)   Code .........................................................   3
         (g)   Corporation ..................................................   3
         (h)   Compensation .................................................   3
         (i)   Effective Date ...............................................   4
         (j)   Eligible Employee ............................................   4
         (k)   Employee .....................................................   5
         (l)   Employer .....................................................   5
         (m)   Excess Deferrals .............................................   5
         (n)   Highly Compensated Employee ..................................   5
         (o)   Hour of Service ..............................................   6
         (p)   Investment Fund ..............................................   6
         (q)   Leased Employee ..............................................   6
         (r)   Member .......................................................   7
         (s)   Participant ..................................................   7
         (t)   Plan .........................................................   7
         (u)   Plan Administrator ...........................................   7
         (v)   Plan Year ....................................................   7
         (w)   Rollover Contributions .......................................   7
         (x)   Service ......................................................   7
         (y)   Trust Agreement ..............................................   7
         (z)   Trustee ......................................................   7
         (aa)  Trust Fund ...................................................   7
         (bb)  Valuation Date ...............................................   7
   2.2   Gender and Number ..................................................   7

ARTICLE III Participation and Service .......................................   8
   3.1   Participation ......................................................   8
   3.2   Duration of Participation ..........................................   8
   3.3   Leased Employees ...................................................   8
   3.4   Reemployment of a Participant ......................................   8

ARTICLE IV Contributions ....................................................   9
   4.1   Before-Tax Contributions ...........................................   9
</TABLE>

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>                                                                                 <C>
   4.2   Limitations on Contributions ............................................   10
   4.3   Limitations on Annual Additions .........................................   11
   4.4   Rollover Contributions ..................................................   12
   4.5   Distributions from Before-Tax Contributions Accounts ....................   12
   4.6   Uniformed Services Employment and Reemployment Rights Act ...............   13

ARTICLE V Vesting in Accounts ....................................................   14
   5.1   Before-Tax and Rollover Contributions Accounts ..........................   14

ARTICLE VI Distributions and Withdrawals .........................................   15
   6.1   Payments Upon Termination ...............................................   15
   6.2   Payments Upon Death .....................................................   15
   6.3   Method of Distribution ..................................................   16
   6.4   Hardship Withdrawals ....................................................   18
   6.5   Withdrawals After Age 59 1/2 ............................................   19
   6.6   Required Distributions ..................................................   20
   6.7   Withholding Taxes .......................................................   21
   6.8   Optional Direct Transfer of Eligible Rollover Distributions .............   22
   6.9   Participant Loans .......................................................   23
   6.10  Distributions to Alternate Payees .......................................   25

ARTICLE VII Investment Elections .................................................   26
   7.1   Investment Funds ........................................................   26
   7.2   Investment of Accounts ..................................................   26
   7.3   Investment Transfers ....................................................   26
   7.4   Investment Elections ....................................................   26
   7.5   Transfer of Assets ......................................................   26
   7.6   Investment of Retired or Terminated Participants' Accounts ..............   27

ARTICLE VIII Accounts and Records of the Plan ....................................   28
   8.1   Accounts and Records ....................................................   28
   8.2   Trust Fund ..............................................................   28
   8.3   Valuation and Allocation of Expenses ....................................   28
   8.4   Allocation of Earnings and Losses .......................................   28
   8.5   Distribution of Unallocated Employee Contributions ......................   28

ARTICLE IX Financing .............................................................   29
   9.1   Trust Fund ..............................................................   29
   9.2   Employer Contributions ..................................................   29
   9.3   Return of Erroneous Contributions .......................................   29
   9.4   Employee Rights in Trust Fund ...........................................   30
   9.5   Liability for Loss ......................................................   30
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>
ARTICLE X  Administration of the Plan ....................................................   31
   10.1   Appointment, Resignation, Removal ..............................................   31
   10.2   Notice to Trustee ..............................................................   31
   10.3   Procedure ......................................................................   31
   10.4   Power and Duties ...............................................................   31
   10.5   Appointment of Secretary and Others ............................................   32
   10.6   Liability ......................................................................   32
   10.7   Compensation and Expenses ......................................................   33
   10.8   Information Furnished to Plan Administrator ....................................   33
   10.9   Examination by Members .........................................................   33
   10.10  Nondiscriminatory Action .......................................................   33

ARTICLE XI  Amendment and Termination ....................................................   34
   11.1   Amendment ......................................................................   34
   11.2   Termination ....................................................................   34
   11.3   Effect of Bankruptcy and Other Contingencies Affecting an Employer .............   35

ARTICLE XII  Miscellaneous ...............................................................   36
   12.1   Incompetency ...................................................................   36
   12.2   Nonalienation ..................................................................   36
   12.3   Applicable Law .................................................................   36
   12.4   Severability ...................................................................   36
   12.5   No Guarantee ...................................................................   36
   12.6   Merger, Consolidation, or Transfer .............................................   37
   12.7   Internal Revenue Service Approval ..............................................   37
   12.8   No Enlargement of Employee Rights ..............................................   37
   12.9   Appeals from Denial of Claims ..................................................   37
   12.10  Notice of Address and Missing Persons ..........................................   38
   12.11  Data and Information for Benefits ..............................................   39
   12.12  Effect of a Mistake ............................................................   39
</TABLE>

                                       iii

<PAGE>

                                   ARTICLE I
                                    THE PLAN

         1.1 Establishment and Amendment of the Plan. Effective January 1993,
The Hoover Company established The Hoover Company Retirement Savings Plan for
Hourly-Rated Employees (the "Plan") for the benefit of its eligible Employees.
The Plan was amended from time to time for administrative reasons and to comply
with changes in relevant law. Effective as of January 1, 2001, The Hoover
Company I L.P. became the sponsor of the Plan, and the Plan's name changed to
The Hoover Company I L.P. Retirement Savings Plan for Hourly-Rated Employees.

         The Plan is hereby amended and restated effective as of January 1, 1997
(except where otherwise indicated), to comply with the Uruguay Round Agreements
Act (GATT), the Uniformed Services Employment and Reemployment Rights Act of
1994 (USERRA), the Small Business Job Protection Act of 1996 (SBJPA), the
Taxpayer Relief Act of 1997 (TRA'97), the Internal Revenue Service Restructuring
and Reform Act of 1998 (RRA' 98), and the Community Renewal Tax Relief Act of
2000 (CRA) (collectively known as "GUST"), and other changes in applicable law.
This Plan, as amended and restated, also reflects certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), and is
intended as a good faith compliance with the requirements of EGTRRA. This Plan
is to be construed in accordance with EGTRRA and any guidance issued thereunder.
As provided in this Plan (except where otherwise provided), EGTRRA provisions
shall be effective as of the first Plan Year beginning after December 31, 2001.

         The Corporation intends that this Plan and the related Trust qualify
under all applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), and the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and each of the terms of this Plan and the related Trust
Agreement shall be so interpreted.

         1.2 Applicability of Plan. The provisions of this Plan as set forth
herein are applicable only to the Eligible Employees of the Employer in current
employment on or after January 1, 1997, except as specifically provided herein
or as otherwise required by law.

         1.3 Purpose of the Plan. The purpose of the Plan is to provide Eligible
Employees of the Employer with an opportunity to make tax-deferred savings until
their retirement, death, or other separation from service.

<PAGE>

                                   ARTICLE II
                                   DEFINITIONS

     2.1  Definitions. Whenever used in the Plan, the following terms shall have
the respective meanings set forth below unless otherwise expressly provided
herein, and when the defined meaning is intended, the term is capitalized.

     (a)  "Account" means the separate account maintained for each Member that
          represents his total proportionate interest in the Trust Fund as of
          any Valuation Date and which consists of the sum of the following
          subaccounts:

          (1)  "Before-Tax Contributions Account" means that portion of such
               Member's Account which evidences the value of the Before-Tax
               Contributions made on his behalf by the Employer, including any
               gains and losses of the Trust Fund attributable thereto.

          (2)  "Rollover Contributions Account" means that portion of such
               Member's Account which evidences the value of the Rollover
               Contributions made on his behalf pursuant to Section 4.4,
               including any gains and losses of the Trust Fund attributable
               thereto.

     (b)  "Act" means the Employee Retirement Income Security Act of 1974, as it
          may be amended from time to time, and the regulations thereunder.

     (c)  "Affiliate" means -

          (1)  any corporation or other business entity which is a member of a
               controlled group of corporations (within the meaning of Section
               414(b) of the Code) of which the Employer is also a member,
               provided that, for purposes of the Code Section 415 limits, the
               phrase "more than 50%" shall be substituted for the phrase "at
               least 80%" each place it appears in Code Section 1563(a);

          (2)  any other trade or business (whether or not incorporated) (which
               is under common control within the meaning of Section 414(c) of
               the Code) with the Employer, provided that, for purposes of the
               Code Section 415 limits, the phrase "more than 50%" shall be
               substituted for the phrase "at least 80%" each place it appears
               in Code Section 1563(a);

          (3)  any business which is a member of an affiliated service group
               (within the meaning of Section 414(m) of the Code) of which the
               Employer is also a member; or

          (4)  any other entity which is required to be aggregated with the
               Employer pursuant to regulations issued under Section 414(o) of
               the Code.

                                      -2-

<PAGE>

     (d)  "Before-Tax Contributions" means the contributions made by the
          Employer on behalf of a Participant pursuant to the Participant's
          election to reduce Compensation as described in subsection 4.1(a).

     (e)  "Board" means the Board of Directors of the Corporation.

     (f)  "Code" means the Internal Revenue Code of 1986, as it may be amended
          from time to time, and the regulations thereunder.

     (g)  "Corporation" means Maytag Corporation.

     (h)  "Compensation" means a Participant's pay, determined as follows:

          (1)  For all purposes of the Plan, except as otherwise specified,
               Compensation means the total of all wages, salaries, fees for
               professional services, and other amounts paid to a Participant
               for personal services rendered to the Employer in the course of
               employment with the Employer to the extent that such amounts are
               includible in gross income, increased by amounts excluded from
               gross income by reason of an Employee's election to reduce wages
               in lieu of benefits under (A) a cafeteria plan under Section 125
               of the Code; and (B) a cash or deferred arrangement under Section
               401(k) of the Code, but excluding bonuses, shift premiums and
               overtime, reimbursements, or other expense allowances, fringe
               benefits (cash and non-cash), moving expenses, non-qualified
               deferred compensation (such as stock option gains), and welfare
               benefits. Effective as of January 1, 1998, Compensation is also
               increased by amounts excluded from wages by reason of an
               Employee's elective deferrals under (D) a simplified employee
               pension plan under Section 402(h)(1)(B) of the Code; (E) an
               annuity under Section 403(b) of the Code; (F) a SIMPLE IRA under
               Section 408(p)(2)(A)(i) of the Code; (G) a Code Section 457
               nonqualified defined contribution plan; and (H) effective as of
               January 1, 2001, a qualified transportation plan under Section
               132(f) of the Code.

          (2)  For purposes of satisfying the limits on contributions described
               in Section 4.2(c) and Section 4.3, Compensation means
               remuneration for services performed by a Participant for the
               Employer which is includible in gross income and reportable as
               wages on IRS Form W-2, increased by amounts excluded from wages
               by reason of an Employee's election to reduce wages in lieu of
               benefits under (A) a cafeteria plan under Section 125 of the
               Code; and (B) a cash or deferred arrangement under Section 401(k)
               of the Code. Effective as of January 1, 1998, Compensation is
               also increased by amounts excluded from wages by reason of an
               Employee's elective deferrals under (D) a simplified employee
               pension plan under Section 402(h)(1)(B) of the Code; (E) an
               annuity under Section 403(b) of the Code; (F) a SIMPLE IRA under
               Section 408(p)(2)(A)(i) of the Code; (G) a Code Section 457
               nonqualified

                                      -3-

<PAGE>

               defined contribution plan; and (H) effective as of January 1,
               2001, a qualified transportation plan under Section 132(f) of the
               Code.

               The Compensation taken into account for a Participant for any
               Plan Year shall not exceed one hundred fifty thousand dollars
               ($150,000), as adjusted pursuant to Section 401(a)(17) of the
               Code. For the 2001 Plan Year, Compensation taken into account for
               a Participant shall be one hundred seventy thousand dollars
               ($170,000). Effective for Plan Years beginning after December 31,
               2001, Compensation taken into account for a Participant for a
               Plan Year shall not exceed two hundred thousand dollars
               ($200,000), as adjusted for cost-of-living increases in
               accordance with Section 401(a)(17) of the Code. The cost of
               living adjustment in effect for a calendar year applies to any
               period, not exceeding twelve (12) months, over which Compensation
               is determined (determination period), beginning in such calendar
               year. If a determination period consists of fewer than twelve
               (12) months, the annual Compensation limit will be multiplied by
               a fraction, the numerator of which is the number of months in the
               determination period, and the denominator of which is twelve
               (12).

               If Compensation for any prior determination period is taken into
               account in determining an Employee's benefits accruing in the
               current Plan Year, the Compensation for the prior determination
               period is subject to the annual Compensation limit in effect for
               that prior determination period.

     (i)  "Effective Date" means January 1, 1997.

     (j)  "Eligible Employee" means any Employee who is employed on an
          hourly-rated basis, including any hourly-rated person on incentive
          pay, by the Employer, and who is represented by the International
          Brotherhood of Electrical Workers, Local 1985, in the North Canton,
          Canton or Jackson Township/Stark County, Ohio Plants; provided,
          however, that "Employee" does not include any individual employed by
          the Employer on an hourly basis as a member of the security force in
          Canton, North Canton or Jackson Township/Stark County, Ohio Plants. If
          an Employee who was not an Eligible Employee subsequently becomes an
          Eligible Employee pursuant to this subsection (j), and thereafter
          participates in the Plan, he shall be given credit for Hours of
          Service and Service for his period of employment prior to becoming an
          Eligible Employee.

          Notwithstanding the foregoing, the term "Eligible Employee" shall not
          include the following classes of Employees:

          (1)  individuals providing services to the Employer pursuant to
               contracts designating them as independent contractors or
               consultants, or individuals designated by the Employer as
               independent contractors or consultants;

                                      -4-

<PAGE>

          (2)  individuals providing services to the Employer pursuant to an
               agreement between the Employer and a third party, including
               individuals that are Leased Employees;

          (3)  any other individual who is compensated, directly or indirectly,
               by the Employer, and with respect to whom Compensation is not
               treated by the Employer at the time of payment as being subject
               to statutorily required payroll tax withholding, such as
               withholding of federal and/or state income tax and/or withholding
               of the Employee's share of Social Security Tax; provided,
               however, that statutorily required backup withholding shall not
               be considered to be payroll tax withholding; and

          (4)  individuals covered by a collective bargaining agreement between
               Employee representatives and the Employer or an Affiliate if
               retirement benefits were the subject of good faith bargaining,
               unless such collective bargaining agreement provides for
               participation in the Plan.

          The foregoing exclusions from the definition of "Eligible Employee"
          shall apply notwithstanding any contrary determination of employee
          status by any court or governmental agency including, but not limited
          to, the Internal Revenue Service or the Department of Labor.

     (k)  "Employee" means an individual whose relationship with an Employer or
          an Affiliate is, under common law, that of an employee.

     (l)  "Employer" means The Hoover Company. Effective as of January 1, 2001,
          "Employer" means The Hoover Company I L.P.

     (m)  "Excess Deferrals" means the amount of a Participant's Before-Tax
          Contributions, plus amounts deferred pursuant to other plans or
          arrangements described under Section 401(k), 408(k), or 403(b) of the
          Code that exceed the limits described under Section 402(g) of the
          Code.

     (n)  "Highly Compensated Employee" means, with respect to any Plan Year, an
          Employee who performs services for the Employer or any Affiliate
          during the Plan Year, and:

          (1)  was a five (5) percent owner (as defined in Section 414(q)(2) of
               the Code) during the Plan Year or the preceding Plan Year; or

          (2)  had Compensation (as defined in Section 2.1(h)(2)) in excess of
               eighty thousand dollars ($80,000), as adjusted in accordance with
               Section 415(d) of the Code, for the preceding Plan Year and was
               in the top paid group for such preceding Plan Year. The top paid
               group is the group consisting of the top twenty (20) percent of
               Employees when ranked on the basis of Compensation.

                                      -5-

<PAGE>

          A former Employee shall be treated as a Highly Compensated Employee if
          such Employee was a Highly Compensated Employee when he or she
          separated from service or at any time after attaining age fifty-five
          (55).

          The determination of who is a Highly Compensated Employee shall be
          made in accordance with Section 414(q) of the Code.

     (o)  "Hour of Service" means:

          (1)  each hour for which an Employee is paid, or entitled to payment,
               by the Employer or an Affiliate for the performance of duties
               during the applicable computation period for which his Hours of
               Service are being determined under the Plan.

          (2)  each hour, in addition to the hours in paragraph (1) above, for
               which an Employee is directly or indirectly paid, or entitled to
               payment, by the Employer or an Affiliate, on account of a period
               of time during which no duties are performed due to vacation,
               holiday, illness, disability, layoff, jury duty, military duty,
               or leave of absence. Solely for purposes of determining an
               Employee's eligibility to participate in the Plan, "Hour of
               Service" shall include each hour during an approved leave of
               absence granted by the Employer or Affiliate to an Employee
               pursuant to the Family and Medical Leave Act, provided that if
               the Employee returns to work for the Employer or Affiliate at the
               end of such leave of absence. Not more than five hundred and one
               (501) hours shall be credited under this paragraph (2) on account
               of any single continuous period during which he performs no
               duties.

          (3)  each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the Employer or an
               Affiliate, with no duplication of credit for hours.

          Hours of Service shall be credited in accordance with the rules of
          Department of Labor regulation 2530.200b-2(b) and (c), which are
          incorporated herein by reference.

     (p)  "Investment Fund" means a fund selected by the Plan Administrator in
          which Plan assets may be invested pursuant to Article VII. The Plan
          Administrator may change or add to the selected Investment Funds from
          time to time as it deems necessary or appropriate.

     (q)  "Leased Employee" means, pursuant to Section 414(n) of the Code, any
          person who provides services to the Employer or an Affiliate if:

          (1)  such services are provided pursuant to an agreement between the
               Employer or the Affiliate and any other person (called a "leasing
               company");

                                      -6-

<PAGE>

          (2)  such person has performed such services for the Employer or the
               Affiliate on a substantially full-time basis for a period of at
               least one (1) year; and

          (3)  such services are performed under the primary direction or
               control by the Employer or the Affiliate.

     (r)  "Member" means a Participant, or a former Participant who still has a
          balance in his Account.

     (s)  "Participant" means any Eligible Employee who has met and continues to
          meet the eligibility requirements of the Plan as set forth in Section
          3.1, and any Eligible Employee who has made a Rollover Contribution
          pursuant to Section 3.1, but only to the extent of the Rollover
          Contribution.

     (t)  "Plan" means The Hoover Company Retirement Savings Plan for
          Hourly-Rated Employees. Effective as of January 1, 2001, "Plan" means
          The Hoover Company I L.P. Retirement Savings Plan for Hourly-Rated
          Employees.

     (u)  "Plan Administrator" means the committee appointed by the ERISA
          Executive Committee. The Plan Administrator is the "named fiduciary"
          for purposes of the Act, in accordance with Article X.

     (v)  "Plan Year" means the calendar year.

     (w)  "Rollover Contributions" means the amounts rolled over by the
          Participant to this Plan from another plan, as specified in Section
          4.4.

     (x)  "Service" means, for purposes of determining eligibility to
          participate in the Plan, an Employee's period or periods of employment
          with the Employer or an Affiliate, including any period of time on an
          approved leave of absence granted to the Employee pursuant to the
          Family and Medical Leave Act if the Employee returns to work for the
          Employer or Affiliate at the end of such leave of absence.

     (y)  "Trust Agreement" means any agreement establishing a trust, which
          forms part of the Plan, to receive, hold, invest, and dispose of the
          Trust Fund.

     (z)  "Trustee" means the corporation, or individual or individuals, or
          combination thereof, acting as Trustee under the Trust Agreement at
          any time of reference.

     (aa) "Trust Fund" means the assets of every kind and description held under
          the Trust Agreement.

     (bb) "Valuation Date" means each business day.

     2.2 Gender and Number. Unless the context clearly requires otherwise, the
masculine pronoun whenever used shall include the feminine and neuter pronoun,
and the singular shall include the plural.

                                      -7-

<PAGE>

                                  ARTICLE III
                            PARTICIPATION AND SERVICE

     3.1  Participation.

     (a)  Each Eligible Employee who was a Participant in the Plan on December
          31, 1996, and who is an Eligible Employee on the Effective Date shall
          remain a Participant as of the Effective Date. Each other Eligible
          Employee shall become eligible to participate in the Plan on the first
          day of the month following the completion of the Probationary Period.
          For purposes of this Plan, the "Probationary Period" means the period
          of Service, not to exceed one year, that must pass before an Eligible
          Employee becomes eligible to participate in the Plan pursuant to the
          collective bargaining agreement in effect between the Employer and the
          International Brotherhood of Electrical Workers, Local 1985, or any
          successor union, which is hereby incorporated by reference.

          An Employee shall be eligible to make a Rollover Contribution prior to
          the date he is eligible to participate in the Plan pursuant to this
          Section 3.1.

     (b)  Each Employee who is eligible to participate in accordance with
          subsection (a) shall become a Participant by making the election to
          have Before-Tax Contributions made on his behalf in accordance with
          subsection 4.1(b).

     3.2  Duration of Participation. A Participant shall continue to be a
Participant until he terminates his employment with the Employer or ceases
making Before-Tax Contributions, whichever is sooner. Thereafter, he shall be a
Member for as long as he has an Account.

     3.3  Leased Employees. A Leased Employee shall not be considered an
Eligible Employee for purposes of the Plan. If such a person subsequently
becomes an Eligible Employee, and thereafter participates in the Plan, he shall
receive credit for Hours of Service and Service for his employment as a Leased
Employee, except to the extent that the requirements of Section 414(n)(5) of the
Code were satisfied with respect to such Eligible Employee while he was a Leased
Employee.

     3.4  Reemployment of a Participant. If a Participant terminates employment
and is subsequently reemployed by the Employer, he shall again become eligible
to participate in the Plan as of the date his employment resumes. If an Employee
who has satisfied the requirements of Section 3.1 terminates employment with the
Employer and all Affiliates and is subsequently rehired by the Employer, he
shall again become eligible to participate in the Plan as of the date his
employment resumes.

                                      -8-

<PAGE>

                                   ARTICLE IV
                                  CONTRIBUTIONS

     4.1  Before-Tax Contributions.

     (a)  The Before-Tax Contributions made on behalf of each Participant shall
          be paid by the Employer to the Trustee and allocated to such
          Participant's Before-Tax Contributions Account as of the earliest date
          on which such contributions can reasonably be segregated from the
          Employer's general assets, not to exceed ninety (90) days from the
          date on which such amounts would otherwise have been payable to the
          Participant in cash. Effective as of February 3, 1997, the Before-Tax
          Contributions made on behalf of each Participant shall be paid by the
          Employer to the Trustee and allocated to such Participant's Before-Tax
          Contributions Account no later than the fifteenth (15th) business day
          of the month following the month in which such amount would otherwise
          have been payable to the Participant in cash.

     (b)  Each Participant may elect, on a form provided by the Plan
          Administrator, to reduce his Compensation by such whole percentages,
          not less than one (1) percent nor more than sixteen (16) percent, and
          to have the amount by which his Compensation is reduced contributed on
          his behalf by his Employer as a Before-Tax Contribution to the Plan.
          Such election must be made effective as of the first day of the month
          following the month in which the Plan Administrator receives written
          notice of the election, provided that such written notice is submitted
          by the fifteenth day (or next business day thereafter) of the
          preceding month. Notwithstanding the foregoing, effective as of August
          1, 2001, an election to reduce Compensation to make Before-Tax
          Contributions can be made at any time and shall be effective as soon
          as administratively possible following the Plan Administrator's
          receipt of the Participant's written election.

     (c)  A Participant may make an election to increase or decrease his
          Compensation reductions as of the first day of any calendar month.
          Such elections shall be effective only with respect to Compensation
          not yet earned as of the effective dates of such elections. A
          Participant may elect on a form provided by the Plan Administrator to
          cease future Compensation reductions as of the first day of any pay
          period with prior notice to the Plan Administrator. Upon ceasing
          future Compensation reductions, a subsequent Compensation reduction
          election may only be made as of the first day of a calendar quarter.
          However, effective as of August 1, 2001, an eligible individual may at
          any time make an election to resume Compensation reductions, and
          Compensation reductions shall begin as soon as administratively
          possible following the Plan Administrator's receipt of the
          individual's written election. The Plan Administrator may adopt rules
          concerning the administration of this subsection (b) as it deems
          necessary or appropriate.

                                      -9-

<PAGE>

     4.2  Limitations on Contributions.

     (a)  In no event shall the Employer make Before-Tax Contributions for any
          calendar year, with respect to any Participant, in excess of the
          dollar limitation described in Section 402(g) of the Code, adjusted in
          accordance with regulations issued thereunder. Effective prior to
          January 1, 2002, for the Plan Year following the Plan Year in which a
          Participant receives a hardship distribution, the maximum amount of
          Before-Tax Contributions that may otherwise be made on behalf of such
          Participant shall be reduced by the amount of Before-Tax Contributions
          that were made on behalf of the Participant during the Plan Year in
          which he received such hardship distribution.

     (b)  In the event that, in any calendar year, a Participant makes Excess
          Deferrals to the Plan, such Participant may request, no later than
          March 15 of the following calendar year, for the Plan to return such
          Excess Deferrals to the Participant. Such request shall be made on a
          form provided by the Plan Administrator which specifies the
          Participant's Excess Deferrals for the calendar year. Such request
          shall be accompanied by the Participant's written statement that, if
          such Excess Deferrals are not distributed, such Excess Deferrals, when
          added to amounts deferred under other plans or arrangements described
          in Section 402(g)(3) of the Code, will exceed the limit for such
          Participant under Section 4.2(a). A distribution of Excess Deferrals,
          plus earnings, shall be made no later than April 15 of the calendar
          year following the calendar year in which such Excess Deferrals were
          made.

     (c)  The actual deferral percentage for Highly Compensated Participants for
          any Plan Year must satisfy one of the following tests:

          (1)  The actual deferral percentage for Highly Compensated Employees
               for the Plan Year shall not exceed the actual deferral percentage
               for all other Employees for the prior Plan Year multiplied by
               1.25; or

          (2)  The actual deferral percentage for Highly Compensated Employees
               for the Plan Year shall not exceed the actual deferral percentage
               for all other Employees for the prior Plan Year multiplied by
               2.0, provided that the excess of the actual deferral percentage
               for Highly Compensated Employees over the prior Plan Year's
               actual deferral percentage for all other Employees is not more
               than two (2) percentage points.

          At the Employer's election, the current Plan Year's actual deferral
          percentage data for Employees who are not Highly Compensated Employees
          may be used; provided, however, that if an election to use current
          Plan Year data is made, it cannot be changed except as provided in
          Internal Revenue Service Notice 98-1 or superceding guidance provided
          by the Secretary of the Treasury.

          The actual deferral percentage means, for a Plan Year, the average of
          the ratios (calculated separately for each Employee) of (i) the
          Before-Tax Contributions

                                      -10-

<PAGE>

          made on behalf of each Employee for such Plan Year to (ii) such
          Employee's Compensation for such Plan Year. To the extent necessary to
          conform to such limitation, the Plan Administrator shall reduce
          Before-Tax Contributions made on behalf of the Highly-Compensated
          Employees who have made the largest dollar amount of Before-Tax
          Contributions. If necessary, a series of such reductions shall be made
          until the average actual deferral percentage for Highly Compensated
          Employees has been reduced to the highest average actual deferral
          percentage that will satisfy the test in this Section 4.2.
          Compensation reduction forms of all Participants who are not Highly
          Compensated Participants shall be valid, and Before-Tax Contributions
          made by the Employer for such Participants shall not be changed.

          The calculations, reductions, and allocations required by this Section
          4.2 shall be made by the Employer with respect to a Plan Year at any
          time prior to the close of a Plan Year.

          Any such reduction in the Before-Tax Contributions made on behalf of
          any Participant shall be refunded to him as soon as administratively
          possible, as provided in rules adopted by the Plan Administrator at
          the time, but not later than the last day of the following Plan Year.

     (d)  The Plan Administrator may comply with the requirements of the
          deferral percentage test (in subsection (c)) in accordance with the
          rules permitted or required by regulations issued by the Secretary of
          the Treasury.

     4.3  Limitations on Annual Additions.

     (a)  Notwithstanding any other provision of this Plan to the contrary, in
          no event shall the "annual additions" (within the meaning of Section
          415(c) of the Code) provided under this Plan (together with that
          provided by all other defined contribution plans of the Employer and
          all Affiliates) for any Member for a limitation year (which is the
          Plan Year) exceed the maximum permissible annual addition allowed
          under Section 415 of the Code, as it may be amended from time to time,
          or as allowed under regulations issued thereunder.

     (b)  If, in any Plan Year, a Participant is covered both under any defined
          contribution plan and under any defined benefit plan, the sum of the
          defined benefit plan fraction (as defined in Code Section 415(e)(2))
          and the defined contribution plan fraction (as defined in Code Section
          415(e)(3)) for such Plan Year shall not exceed one (1). If that sum
          exceeds one (1), then no reduction in contributions or allocations to
          obtain compliance with Section 415(e) of the Code shall occur under
          this Plan until the Participant's benefits under such defined benefit
          plan have been reduced pursuant to the terms thereof. Any reduction
          under this Plan shall be made only to the extent necessary so that the
          sum of such fractions shall equal one (1). For purposes of this
          Section 4.3, a plan is deemed to be maintained by the Employer if the
          Plan is maintained by any Affiliate. This Section 4.3(b) shall not
          apply as of January 1, 2000.

                                      -11-

<PAGE>

     (c)  If, in any Plan Year, a Participant's annual addition exceeds the
          limitation described in subsection (a) above, such excess shall not be
          allocated to his Accounts in any defined contribution plan. Such
          Participant's Before-Tax Contributions, or any part thereof, shall
          instead be refunded to the Participant until such excess is
          eliminated.

          The above reductions shall be applied to the Plan first, and
          thereafter to any other defined contribution plan.

     4.4  Rollover Contributions. An Eligible Employee may, in accordance with
procedures approved by the Plan Administrator, make a rollover deposit to the
Plan from another qualified plan, an employee annuity, a conduit individual
retirement account, or an individual retirement annuity, as described in
Sections 401(a), 403(a), and 408 of the Code; provided, however, that Rollover
Contributions shall not include after-tax contributions.

     A Rollover Contribution must be paid over to the Trustee on or before the
sixtieth (60th) day after receipt by the Eligible Employee of the distribution
and shall be deposited in cash to the Employee's Rollover Contributions Account.
Such Account shall be fully vested and nonforfeitable. An Eligible Employee who
is not otherwise a Participant in the Plan shall be considered a Participant
solely for purposes of his or her Rollover Contributions Account. The Plan
Administrator shall authorize and regulate the making of rollover deposits in
accordance with uniform and nondiscriminatory rules.

     4.5  Distributions from Before-Tax Contributions Accounts. Notwithstanding
anything to the contrary contained elsewhere in the Plan, a Participant's
Before-Tax Contributions Account shall not be distributable other than upon:

     (a)  The Participant's separation from service or death;

     (b)  Effective for Plan Years beginning after December 31, 2001, the
          Participant's severance from employment, regardless of when the
          severance from employment occurred;

     (c)  Effective for Plan Years beginning after December 31, 2001, the
          Participant's disability;

     (d)  Termination of the Plan without establishment or maintenance of
          another defined contribution plan (other than an employee stock
          ownership plan as defined in Section 4975(e)(7) of the Code);

     (e)  The date of the sale or other disposition by the Employer to an
          unrelated entity of substantially all of the assets (within the
          meaning of Section 409(d)(2) of the Code) used by the Employer in a
          trade or business of the Employer, where (1) the Participant is
          employed by such trade or business and continues employment with the
          entity acquiring such assets; and (2) the Employer continues to
          maintain the Plan after the sale or other disposition. The sale of
          eighty-five (85) percent of the assets used in the trade or business
          shall be deemed a sale of "substantially all" of the assets used in
          such trade or business;

                                      -12-

<PAGE>

     (f)  The date of the sale or other disposition by the Employer of the
          Employer's interest in a subsidiary (within the meaning of Section
          409(d)(3) of the Code) to an unrelated entity, where (1) the
          Participant is employed by such subsidiary and continues employment
          with such subsidiary following such sale or other disposition; and (2)
          the Employer continues to maintain the Plan after the sale or other
          disposition;

     (g)  The Participant's attainment of age fifty-nine and one-half (59 1/2);
          or

     (h)  The Participant's financial hardship (as defined in Section 6.4).

Notwithstanding anything to the contrary contained herein, an event shall not be
treated as described in subsection (d), (e), or (f) above with respect to any
Participant unless the Participant receives a lump sum distribution (as defined
in Section 401(k)(10)(B)(ii) of the Code) by reason of the event.

     4.6  Uniformed Services Employment and Reemployment Rights Act.
Notwithstanding any provision of this Plan to the contrary, effective as of
December 12, 1994, contributions, benefits, and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code.

                                      -13-

<PAGE>

                                    ARTICLE V
                               VESTING IN ACCOUNTS

     5.1 Before-Tax and Rollover Contributions Accounts. A Member shall at all
times be fully vested and have a nonforfeitable interest in his Before-Tax and
Rollover Contributions Accounts.

                                      -14-

<PAGE>

                                   ARTICLE VI
                          DISTRIBUTIONS AND WITHDRAWALS

     6.1  Payments Upon Termination. Upon a Member's termination of employment
for any reason other than death, there shall be distributed to the Member, or to
his beneficiary, the Member's Account in the manner which the Member shall elect
in accordance with Section 6.3.

     6.2  Payments Upon Death.

     (a)  Upon the death of a Member, the Administrator shall promptly notify
          the Trustee in writing of the Member's death and the name of his
          beneficiary and shall direct the Trustee to make payments of the
          adjusted balance of the Member's Accounts valued as of the date
          distribution is made to his beneficiary, in accordance with this
          Article VI.

     (b)  Each unmarried Member, or each married Member whose surviving spouse
          has consented to an alternate beneficiary designation or alternate
          method of payment as provided in subsection (c), shall have the right
          to designate, by giving a written designation to the Plan
          Administrator, (1) a person or persons or entity as beneficiary to
          receive the death benefit provided under this Section 6.2; and (2) the
          method of payment of such death benefit to his beneficiary pursuant to
          Section 6.3. Successive designations may be made, and the last
          designation received by the Administrator prior to the death of the
          Member shall be effective and shall revoke all prior designations. An
          unmarried Member's beneficiary designation shall be automatically
          revoked upon his subsequent marriage. Effective as of March 1, 2002, a
          divorce shall be deemed to revoke any prior designation of the
          Member's former spouse as beneficiary if written evidence of the
          Member's divorce is received by the Plan Administrator before
          distribution has commenced in accordance with such designation,
          subject to a valid qualified domestic relations order (as defined
          under Section 414(p) of the Code). If a designated beneficiary shall
          die before the Member, the beneficiary's interest shall terminate,
          and, unless otherwise provided in the Member's designation if the
          designation included more than one beneficiary, such interest shall be
          paid in equal shares to those beneficiaries, if any, who survive the
          Member. A Member to whom this subsection applies shall have the right
          to revoke the designation of any beneficiary without the consent of
          the beneficiary.

     (c)  The beneficiary of each married Member shall be the surviving spouse
          of the Member, and the death benefits of any Member who is married at
          the date of his death shall be paid in full to his surviving spouse in
          a single lump sum. Notwithstanding the preceding sentence, the death
          benefits provided pursuant to subsection (a) shall be distributed to
          any other beneficiary designated by a married Member, as provided in
          subsection (b), if the Member's surviving spouse consented to such
          designation by the Participant prior to the date of the Member's
          death. Such consent must be in writing and must acknowledge the effect
          of the election and the identity of any nonsurviving spouse
          beneficiary, including any class of beneficiaries or contingent
          beneficiaries, and must be witnessed by a

                                      -15-

<PAGE>

          representative of the Plan or a notary public. The consent of the
          Member's surviving spouse shall not be required if the Member
          establishes to the satisfaction of the Plan Administrator that consent
          may not be obtained because there is no surviving spouse or the
          surviving spouse cannot be located, or because of such other
          circumstances as the Secretary of the Treasury may prescribe by
          regulations. The Member may not subsequently change the method of
          distribution elected by the Member or the designation of his
          beneficiary without the spouse's further consent. Any consent by a
          surviving spouse, or establishment that the consent of the surviving
          spouse may not be obtained, shall be effective only with respect to
          that surviving spouse.

     (d)  If a Member fails to designate a beneficiary, if such designation is
          for any reason illegal or ineffective, or if no beneficiary survives
          the Member, his death benefits otherwise payable pursuant to
          subsection (b) or (c) shall be paid:

          (1)  to his surviving spouse;

          (2)  if there is no surviving spouse, to his descendants (including
               legally adopted children or their descendants) per stirpes;

          (3)  if there is neither a surviving spouse nor surviving descendants,
               to the duly appointed and qualified executor or other personal
               representative of the Member to be distributed in accordance with
               the Member's will or applicable intestacy law; or

          (4)  if no such representative is duly appointed and qualified within
               six (6) months after the date of death of such deceased Member,
               then to such persons as, at the date of his death, would be
               entitled to share in the distribution of such deceased Member's
               personal estate under the provisions of the applicable statute
               then in force governing the descent of intestate property, in the
               proportions specified in such statute.

     (e)  The Plan Administrator may determine the identity of the distributees
          of any death benefit payable under the Plan, and in so doing, may act
          and rely upon any information it may deem reliable upon reasonable
          inquiry, and upon any affidavit, certificate, or other paper believed
          by it to be genuine, and upon any evidence believed by it sufficient.

     (f)  A Member's surviving spouse, for purposes of the Plan, is the person
          who is legally married to the Member during the one year period
          immediately prior to the death of the Member.

     6.3  Method of Distribution.

     (a)  Except as provided in subsection (b), the distribution of a Member's
          Account, valued as of the date of the distribution, shall be made as
          soon as practicable following the later of the Member's termination of
          employment and the Plan

                                      -16-

<PAGE>

               Administrator's receipt of the Member's request for such
               distribution, in either of the following ways as the Member shall
               elect:

               (1) in a lump sum; or

               (2) if distribution is to commence on or after the Member's
                   sixty-second (62nd) birthday, by payment of substantially
                   equal monthly installments, continuing over a period of ten
                   (10) years.

               Amounts payable hereunder shall continue to accrue earnings and
               losses under Section 8.4 pending such payment. Payment of that
               portion of the Member's Acc.ount invested in the Corporation's
               common stock may be paid either in cash in an amount equal to the
               value of such Account as of the date of the distribution or in
               whole shares of common stock of the Corporation and cash in lieu
               of a fractional share.

          (b)  If a Member's Account balance is five thousand dollars ($5,000)
               (three thousand, five hundred dollars ($3,500) for Plan Years
               beginning before January 1, 1999) or less as of the date of his
               termination of employment, his Account shall be distributed in a
               lump sum cash payment as soon as practicable after his
               termination of employment.

               Prior to March 22, 1999, if a Member's Account balances at the
               time for any distribution exceeds five thousand dollars ($5,000)
               (three thousand, five hundred dollars ($3,500) for Plan Years
               beginning before January 1, 1999), then neither such distribution
               nor any subsequent distribution shall be made to the Member at
               any time before his sixty-fifth (65th) birthday without his
               written consent. Effective as of March 22, 1999, if a Member's
               Account balance at the time for any distribution exceeds five
               thousand dollars ($5,000), then such distribution shall not be
               made to the Member at any time before his sixty-fifth (65th)
               birthday without his written consent. No such consent shall be
               valid unless the Member receives a general description of the
               material features, and an explanation of the relative values, of
               the optional forms of benefits available under the Plan. In
               addition, the Member must be informed of his right to defer
               receipt of the distribution. The Plan Administrator shall deliver
               the aforementioned written notice to the Member during a period
               commencing no less than thirty (30) days and no more than ninety
               (90) days before the Member's benefit commencement date. The
               written consent of the Member to the distribution shall not be
               made before the Member receives the notice and shall not be made
               more than ninety (90) days before his benefit commencement date.
               Notwithstanding the foregoing, a Member's benefit commencement
               date may occur less than 30 days after the Member's receipt of
               the written explanation described above, provided that (1) the
               Member waives his or her right to the full 30-day waiting period,
               and (2) the Member's benefit commencement date occurs at least
               seven (7) days after his or her receipt of the written
               explanation described above.

                                      -17-

<PAGE>

          For purposes of this Section 6.3, "benefit commencement date" shall
          mean the date as of which all events have occurred that entitle a
          Member to receive his benefit.

     (c)  In the event a Member terminates employment and requests that his
          distribution be deferred or he requests a distribution pursuant to
          clause (a)(2) above, the Member's entire Account shall be invested in
          the Investment Fund selected by the Plan Administrator as soon as
          practicable following the end of the Plan Year in which the Member
          terminated and shall remain so invested until payment is made.

     (d)  If a Member dies prior to receiving the full distribution of his
          Account to which he is entitled under this Article VI, any unpaid
          balance thereof at the time of his death shall be distributed to the
          Member's beneficiary in a lump sum as soon as practicable and
          permissible under the Code after his death.

     6.4  Hardship Withdrawals. A Participant who has incurred a financial
hardship may withdraw all or a portion of the amount of his Rollover
Contributions Account, not in excess of the balance thereof, and the amount of
his Before-Tax Contributions as of the date of distribution, reduc ed by the
amount of previous distributions on account of hardship. Income earned on
Before-Tax Contributions prior to January 1, 1989, shall also be eligible for
withdrawal. Such hardship withdrawals shall first be made from the Participant's
Rollover Contributions Account and then from the Participant's Before-Tax
Contributions Account. The determination of the existence of financial hardship
and the amount required to be distributed to satisfy the need created by the
hardship will be made by the Plan Administrator in a uniform and
non-discriminatory manner, subject to the following rules:

     (a)  A financial hardship is deemed to exist if the Participant certifies
          to the Plan Administrator that the financial need is on account of:

          (1)  medical expenses described in Section 213(d) of the Code
               previously incurred by the Participant, or the Participant's
               spouse or dependents (as defined in Section 152 of the Code), or
               necessary for any of these persons to obtain medical care
               described in Section 213(d) of the Code;

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

          (3)  the payment of tuition and related educational fees for the next
               twelve months of post-secondary education for the Participant or
               the Participant's spouse, children, or dependents;

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

          (5)  funeral expenses of the Participant's immediate family member
               (i.e., spouse, child, brother, brother-in-law, sister,
               sister-in-law, mother, mother-in-law, father, father-in-law,
               grandparents, grandparents-in-law).

                                      -18-

<PAGE>

     (b)  A Participant shall be required to certify to the Plan Administrator
          on a form prescribed by the Plan Administrator both the reason for the
          financial need and that such need cannot be satisfied from sources
          other than a withdrawal from the Participant's Before-Tax
          Contributions Account or Rollover Contributions Account. The
          Participant shall be required to submit any additional supporting
          documentation as may be requested by the Plan Administrator.

     (c)  The amount distributed shall not be in excess of the immediate and
          heavy financial need of the Participant, including any amounts
          reasonably anticipated by the Participant to be necessary to pay
          federal, state, or local income taxes and penalties incurred as a
          result of the distribution.

     (d)  The Participant shall first obtain all distributions, other than
          hardship withdrawals, and all nontaxable loans currently available
          under the Plan and under any other Employer's plan in which the
          Participant participates. Effective as of January 1, 2002, if the
          Participant participates in an employee stock ownership plan sponsored
          by the Employer that offers a dividend reinvestment election pursuant
          to Section 404(k)(2)(A) of the Code, the Participant must elect to
          receive dividends to the extent currently available to the Participant
          under such employee stock ownership plan.

     (e)  The Participant's elective contributions under Section 4.1(b) and all
          other and employer contributions (as defined in Code Section 401(k)
          and the regulations thereunder) shall be suspended under this Plan and
          all other deferred compensation plans maintained by the Employer for
          twelve (12) months after his receipt of the hardship distribution, or,
          effective for hardship distributions after December 31, 2001, for 6
          months after the receipt of the hardship distribution (except for
          mandatory employee contributions to a defined benefit plan).

     (f)  The Participant may not make elective contributions (as defined in
          Code Section 401(k) and the regulations thereunder) under this Plan or
          any other plan maintained by the Employer for the Participant's
          taxable year immediately following the taxable year of the hardship
          distribution in excess of the applicable limit under Section 402(g) of
          the Code for such next taxable year, less the amount of such
          Participant's elective contributions for the taxable year of the
          hardship distribution. This subsection (f) shall not apply for Plan
          Years beginning after December 31, 2001.

     (g)  Notwithstanding anything to the contrary, the minimum amount of any
          hardship withdrawal made pursuant to this Section 6.4 shall be five
          hundred dollars ($500).

     6.5  Withdrawals After Age 59 1/2. Regardless of whether or not a
Participant has experienced a hardship as defined in Section 6.4, a Participant
who: (a) has attained age fifty-nine and one-half (59 1/2), and (b) effective
for withdrawals prior to January 1, 1999, has participated in this Plan (or a
prior plan) for a total of at least sixty (60) months or has accumulated
Employer contributions for at least two (2) Plan Years prior to the Plan Year in
which the withdrawal takes place, may request the Plan Administrator to
distribute all or any

                                      -19-

<PAGE>

portion of his Account (or in the case of subsection (b) above the Employer
contributions and related earnings). For withdrawals prior to January 1, 1999,
the distribution amount must have been in the Plan for at least two (2) Plan
Years prior to the Plan Year in which the withdrawal takes place. The amount so
requested shall be distributed as soon as practical following the Plan
Administrator's receipt of such request.

     6.6  Required Distributions.

     (a)  Notwithstanding any other provision of this Plan to the contrary
          contained herein, any distribution election designated under Section
          242 of the Tax Equity and Fiscal Responsibility Act of 1982 shall be
          preserved in accordance with that Act and any applicable regulations
          promulgated thereunder.

     (b)  Subject to subsection (a), the entire interest of each Participant (1)
          will be distributed to such Member not later than the Required
          Beginning Date, or (2) will be distributed, beginning not later than
          the Required Beginning Date, in accordance with regulations, over the
          life of such Member or over the lives of such Member and his
          beneficiary (or over a period not extending beyond the life expectancy
          of such Member or the life expectancy of such Member and his
          beneficiary).

     (c)  Required Distribution Where Participant Dies Before Entire Interest is
          Distributed.

          (1)  Where distributions have begun under subsection (b)(2) and the
               Member dies before his entire interest has been distributed to
               him, the remaining portion of such interest will be distributed
               at least as rapidly as under the method of distribution being
               used under subsection (b)(2) as of the date of his death.

          (2)  If a Member dies before the distribution of the Member's interest
               has begun in accordance with subsection (b)(2), the entire
               interest of the Member will be distributed within five (5) years
               after the death of such Member.

          (3)  If any portion of the Member's interest is payable to (or for the
               benefit of) a beneficiary, and such portion will be distributed
               (in accordance with regulations) over the life of such
               beneficiary (or over a period not extending beyond the life
               expectancy of such beneficiary), and such distributions begin not
               later than one (1) year after the date of the Member's death or
               such later date as may be prescribed by regulations, for purposes
               of paragraph (2), the portion payable to such beneficiary shall
               be treated as distributed on the date on which such distributions
               begin.

          (4)  If the beneficiary referred to in paragraph (3) is the surviving
               spouse of the Member, (A) the date on which the distributions are
               required to begin under paragraph (3) shall not be earlier than
               the date on which the Member would have attained age seventy and
               one half (70 1/2); and (B) if

                                      -20-

<PAGE>

                  the surviving spouse dies before the distributions to such
                  spouse begin, this clause shall be applied as if the surviving
                  spouse were the Member.

      (d)   Required Beginning Date. For purposes of this Section 6.6, the term
            "Required Beginning Date" means the April 1 of the calendar year
            following the later of the calendar year in which the member attains
            age seventy and one half (70 1/2) or retires; provided, however,
            that for a five (5) percent owner (as defined in Section 416(i) of
            the Code), "Required Beginning Date" shall mean the April 1 of the
            calendar year following the calendar year in which the member
            attains seventy and one half (70 1/2), whether or not he has
            retired.

      (e)   Life Expectancy. For purposes of this Section 6.6, the life
            expectancy of a Member and the Member's spouse (other than in the
            case of a single life annuity) may be redetermined, but not more
            frequently than annually.

      (f)   Treatment of Payments to Children. For purposes of this Section 6.6,
            any amount paid to a child shall be treated as if it had been paid
            to the surviving spouse if such amount will become payable to the
            surviving spouse upon such child reaching maturity (or otherwise
            designated event permitted under regulations).

      (g)   Treatment of Incidental Death Benefit Distributions. Any
            distribution required under the incidental death benefit
            requirements of Section 401(a)(9) of the Code shall be treated as a
            required distribution.

      (h)   Distribution to be Made Pursuant to Regulations. All distributions
            required under this Plan shall be in accordance with regulations
            promulgated by the Secretary of the Treasury under Section 401(a)(9)
            of the Code, including, but not limited to, Treasury Regulation
            1.401(a)(9)-2. With respect to distributions under the Plan made for
            calendar years beginning on or after January 1, 2002, the Plan will
            apply the minimum distribution requirements of Section 401(a)(9) of
            the Code in accordance with the regulations under Code Section
            401(a)(9) that were proposed on January 17, 2001, notwithstanding
            any provision of the Plan to the contrary. This reliance on the
            proposed regulations shall continue in effect until the end of the
            last calendar year beginning before the effective date of final
            regulations under Code Section 401(a)(9) or such other date as may
            be specified in guidance published by the Internal Revenue Service.

      (i)   Inconsistent Distribution Provisions Void. Any distribution
            provisions of this Plan not contained in this Section 6.6 are void
            to the extent that those provisions are inconsistent with the
            provisions of this Section 6.6.

      6.7   Withholding Taxes. The Employer may withhold from a Member's
Compensation and the Trustee may withhold from any payment under this Plan any
taxes required to be withheld with respect to contributions or benefits under
this Plan and such sum as the Employer or Trustee may reasonably estimate as
necessary to cover any taxes for which they may be liable and which may be
assessed with respect to contributions or benefits under this Plan.

                                      -21-

<PAGE>

      6.8  Optional Direct Transfer of Eligible Rollover Distributions.

      (a)  Notwithstanding any provision of the Plan to the contrary that would
           otherwise limit a distributee's election under this Section 6.8, a
           distributee may elect, at the time and in the manner prescribed by
           the Plan Administrator, to have any portion of an eligible rollover
           distribution paid directly to an eligible retirement plan specified
           by the distributee in a direct rollover. Any portion of an eligible
           rollover distribution that is not paid directly to an eligible
           retirement plan in a direct rollover shall be subject to twenty (20)
           percent federal income tax withholding.

      (b)  Definitions.

           (1) Eligible Rollover Distribution. An eligible rollover distribution
               is any distribution of all or any portion of the balance to the
               credit of the distributee, except that an eligible rollover
               distribution does not include: any distribution that is one of a
               series of substantially equal periodic payments (not less
               frequently than annually) made for the life (or life expectancy)
               of the distributee or the joint lives (or joint life
               expectancies) of the distributee and the distributee's designated
               beneficiary, or for a specified period of ten (10) years or more;
               any distribution to the extent such distribution is required
               under Section 401(a)(9) of the Code; and the portion of any
               distribution that is not includible in gross income (determined
               without regard to the exclusion for net unrealized appreciation
               with respect to employer securities). Effective as of January 1,
               2000, hardship withdrawals shall not be eligible rollover
               distributions, and the distributee may not elect to have any
               portion of such a withdrawal paid directly to an eligible
               retirement plan.

           (2) Eligible Retirement Plan. An eligible retirement plan is an
               individual retirement account described in Section 408(a) of the
               Code, an individual retirement annuity described in Section
               408(b) of the Code, an annuity plan described in Section 403(a)
               of the Code, or a qualified trust described in Section 401(a) of
               the Code, that accepts the distributee's rollover distribution.
               Notwithstanding the foregoing, effective for distributions made
               after December 31, 2001, an eligible retirement plan shall also
               mean an annuity contract described in Section 403(b) of the Code
               and an eligible plan under Section 457(b) of the Code which is
               maintained by a state, political subdivision of a state, or any
               agency or instrumentality of a state or political subdivision of
               a state and which agrees to separately account for amounts
               transferred into such plan from this Plan.

               For Plan Years beginning prior to January 1, 2002, in the case of
               an eligible rollover distribution to a surviving spouse, an
               eligible retirement plan is an individual retirement account or
               individual retirement annuity. However, effective for
               distributions made after December 31, 2001,

                                      -22-

<PAGE>

               "eligible retirement plan" for a surviving spouse shall have the
               same meaning as for a Member, as set forth above.

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

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

      (c)  For purposes of this Section 6.8, if Sections 401(a)(11) and 417 of
           the Code do not apply to a distribution to a Member, the distribution
           may be paid less than thirty (30) days after the notice required
           under Section 1.411(a)-11(c) of the Income Tax Regulations is given
           provided that:

           (1) the Plan Administrator clearly informs the Member that such
               Member has a right to a period of at least thirty (30) days after
               receiving the notice to consider the decision of whether or not
               to elect a distribution (and, if applicable, a particular
               distribution option); and

           (2) the Member, after receiving the notice, affirmatively elects a
               distribution.

Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section 6.8, a distributee may elect,
at the time and in the manner prescribed by the Plan Administrator, to have any
portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.

      6.9  Participant Loans.

      (a)  Effective as of August 1, 2001, all Members and beneficiaries shall
           be eligible for Plan loans to the extent provided in procedures
           adopted by the Plan Administrator, subject to subsection (b) below.

      (b)  Plan loans shall be subject to the following conditions:

           (1) Loans shall be made available to all eligible Participants and
               beneficiaries on a reasonably equivalent basis.

           (2) Loans shall not be made available to eligible Participants that
               are Highly Compensated Employees in an amount greater than the
               amount made available to other eligible Participants.

           (3) Loans must bear a reasonable interest rate.

                                      -23-

<PAGE>

           (4) Loans must be adequately secured and shall not exceed 50% of the
               value of the Participant's total Account balance.

           (5) The portion of the Participant's Account balance used as a
               security interest held by the Plan by reason of a loan
               outstanding to the Participant shall be taken into account for
               purposes of determining the amount of the Account balance payable
               at the time of death or distribution, but only if the reduction
               is used as repayment of the loan. If less than 100% of the
               Participant's Account balance (determined without regard to the
               preceding sentence) is payable to the surviving spouse, then the
               Account balance shall be adjusted by first reducing the Account
               balance by the amount of the security, used as repayment of the
               loan, and then determining the benefit payable to the surviving
               spouse.

           (6) No loan to any eligible Participant or beneficiary can be made to
               the extent that such loan would exceed the lesser of (i) $50,000
               reduced by the excess (if any) of the highest outstanding balance
               of loans during the one year period ending on the day before the
               loan is made, over the outstanding balance of loans from the Plan
               on the date the loan is made, or (ii) one-half the value of the
               Account balance of the Participant. For the purpose of the above
               limitation, all loans from all plans of the Employer and other
               members of a group of Employers described in Sections 414(b),
               (c), (m) and (o) of the Code are aggregated. Furthermore, any
               loan shall by its terms require that repayment (principal and
               interest) be amortized in level payments, not less frequently
               than quarterly, over a period not extending beyond five years
               from the date of the loan, unless such loan is used to acquire a
               dwelling unit which within a reasonable time (determined at the
               time the loan is made) will be used as the principal residence of
               the Participant. An assignment or pledge of any portion of the
               Participant's interest in the Plan and a loan, pledge or
               assignment with respect to any insurance contract purchased under
               the Plan, will be treated as a loan under this paragraph.

           (7) Eligible Participants may not acquire any new loans while any
               existing loans are outstanding.

           (8) Effective for loans made on or after March 1, 2002, upon the
               failure of a Participant or beneficiary to make loan payments or
               upon some other event of default set forth in the promissory
               note, or upon any other distributable event, such loan shall
               become due and payable, and the unpaid balance of the loan,
               including unpaid interest, may, in the plan administrator's
               discretion, be charged against the participant's vested account
               balance, and such loan and interest shall be charged against the
               participant's vested account balance before any distribution is
               made to the participant or a beneficiary.

                                      -24-

<PAGE>

      6.10    Distributions to Alternate Payees. Effective as of January 1,
1999, the Plan Administrator may direct the Trustee to allow distributions to be
made to an alternate payee pursuant to qualified domestic relations order (as
defined in Section 414(p) of the Code) to commence on the earliest date
specified in such qualified domestic relations order, without regard to whether
such distribution is made or commences prior to the Participant's earliest
retirement age (as defined in Section 414(p)(4)(B) of the Code) or the earliest
date that the Participant could commence receiving benefits under the Plan.

                                      -25-

<PAGE>

                                  ARTICLE VII
                              INVESTMENT ELECTIONS

     7.1  Investment Funds. The Plan Administrator shall establish a number of
Investment Funds as it shall from time to time determine for the investment of
Members' Accounts. The Plan Administrator, in accordance with 404(c) of the Act,
shall make available at all times at least three investment alternatives, each
of which is diversified and has materially different risk and return
characteristics. The Plan Administrator may change the selected Investment Funds
from time to time as it deems necessary or appropriate.

     The Plan is intended to constitute a plan described in Section 404(c) of
the Act and Section 2550.404c-1 of the Department of Labor regulations such
that, to the extent applicable, the fiduciaries of the Plan may be relieved of
liability for any losses that are the direct and necessary result of the
investment instructions given by the Members and beneficiaries under the Plan.

     7.2  Investment of Accounts. Each Participant may elect to have the total
amount of his Before-Tax Contributions and Rollover Contributions invested in
increments of ten (10) percent (five (5) percent, effective as of the first pay
period beginning on or after July 1, 2002) of such total amount, subject to the
rules and procedures established by the Plan Administrator and applied in a
uniform and nondiscriminatory manner.

     7.3  Investment Transfers. Subject to the rules and procedures established
by the Plan Administrator, each Participant may elect to transfer all or a
portion of the assets in his Account from one Investment Fund to another.

     7.4  Investment Elections. Each Participant may make the elections
described in Section 7.2 by filing an election form with the Plan Administrator
upon becoming a Participant. Such elections may be changed at any time.

     7.5  Transfer of Assets.

     (a)  The Trustee shall transfer moneys or other property from the
          appropriate Investment Fund to the other Investment Fund as may be
          necessary to carry out the aggregate transfer transactions, in
          accordance with uniform rules therefor established by the Plan
          Administrator.

     (b)  If at any time the directors and officers of the Corporation and the
          holders of at least ten (10) percent of any class of equity security
          of the Corporation which is registered pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended, as a group, have an
          aggregate beneficial ownership of securities of the Corporation held
          in the Company Stock Fund which constitute more than nineteen and
          one-half (19.5) percent in market value of all securities having a
          readily ascertainable market value held in the Trust, the Trustee
          shall dispose of so much of the securities of the Corporation held in
          the Company Stock Fund for the benefit of such directors, officers,
          and ten (10) percent stockholders as is necessary to reduce such
          aggregate beneficial ownership to nineteen and one-half (19.5) percent
          and shall invest the proceeds realized from such disposition ratably

                                      -26-

<PAGE>

          in such other Investment Funds as each such director, officer, or ten
          (10) percent stockholder shall have directed for the investment of his
          Account or, if no such other direction was made, in the Income
          Accumulation Fund. This subsection (b) is inserted solely for
          complying with Rule 16a-8(b) promulgated under Section 16 of the
          Securities Exchange Act of 1934 and shall remain in effect until the
          effective date of any rule duly adopted by the Securities and Exchange
          Commission under Section 16 of the Securities Exchange Act of 1934
          which has the effect of eliminating Rule 16a-8(b).

     7.6  Investment of Retired or Terminated Participants' Accounts. Each
Participant who retires or whose employment terminates and whose Account balance
equals or exceeds $3,500 ($5,000, effective as of January 1, 1999) may elect to
leave such Account balance in the Plan and direct the Plan Administrator to
invest his Account balance in one or more of the Investment Funds available
under the Plan.

                                      -27-

<PAGE>

                                  ARTICLE VIII
                        ACCOUNTS AND RECORDS OF THE PLAN

     8.1 Accounts and Records. The Accounts and records of the Plan shall be
maintained by the Plan Administrator and shall accurately disclose the status of
the Accounts of each Member or his beneficiary in the Plan. Each Member shall be
advised from time to time, at least once during each Plan Year, as to the status
of his Account.

     8.2 Trust Fund. Each Member shall have an undivided proportionate interest
in the Trust Fund which shall be measured by the proportion that the market
value of his Account bears to the total market value of all Accounts as of the
date that such interest is being determined.

     8.3 Valuation and Allocation of Expenses. As of each Valuation Date, the
Trustee shall determine the fair market value of the Trust Fund after first
deducting any expenses which have not been paid by the Employer. Unless paid by
the Employer and subject to such limitations as may be imposed by the Act or
other applicable law, all costs and expenses incurred in connection with the
general administration of the Plan and the Trust shall be chargeable to the
Trust Fund.

     8.4 Allocation of Earnings and Losses. On each Valuation Date, the Trustee
shall establish new Account balances which shall reflect each Account's proper
portion of the net income earned on, expenses and charges against, and the
appreciation and/or depreciation of the respective Investment Funds in which the
Account has been invested since the previous Valuation Date. In determining such
new Account balances, the Trustee shall adjust the portion of each Participant's
Account invested in each respective Investment Fund on the basis of the actual
investment return experienced by each Investment Fund. For purposes of such
adjustment, all assets of the Trust Fund shall be valued at their fair market
value as of each Valuation Date. In complying with this Section 8.4, the Trustee
shall adopt uniform rules which conform to applicable law and generally accepted
accounting principles.

     8.5 Distribution of Unallocated Employee Contributions. If, on the date of
termination of a Participant's employment, a Participant's Compensation has been
reduced by any amount pursuant to a Compensation reduction form, and such amount
has not yet been allocated to his Before-Tax Contributions Account, the Plan
Administrator shall direct the Employer to pay such amounts to the Trustee to be
credited to the Participant's Before-Tax Contributions Account, to be
distributed by the Trustee in accordance with the method of distribution
determined under Section 6.3.

                                      -28-

<PAGE>

                                   ARTICLE IX
                                    FINANCING

     9.1 Trust Fund. All contributions under the Plan shall be paid or
transferred into the Trust Fund to be held, managed, invested, and distributed
in accordance with the provisions of the Plan and Trust Agreement.

     All assets of the Trust Fund, including investment income, shall be
retained for the exclusive benefit of Participants and their beneficiaries and
shall be used to pay benefits to such persons and to pay administrative expenses
incurred by the Plan to the extent that such expenses were not paid by the
Corporation. Assets shall not revert or inure to the benefit of the Corporation,
except as provided in Section 9.3 of this Plan.

     All benefits under the Plan shall be distributed solely from the Trust
Fund, and the Employer shall not have any liability for benefits not satisfied
out of the Trust Fund.

     9.2 Employer Contributions. The Employer shall, from time to time,
contribute to the Trust Fund such amounts as are required by the provisions of
the Plan, subject to the right of the Corporation to amend, modify, or terminate
the Plan. Notwithstanding the foregoing, effective as of January 1, 2000, the
Employers may make contributions to the Plan in one or more installments at any
time on or after the first day of the Plan Year in which such contributions are
properly allocable under Section 4.1, provided that sufficient contributions
have been paid or delivered to fund periodic allocations as they are credited
pursuant to Section 4.1. In no event shall Employer contributions allocable
under Section 4.1 be paid or delivered later than the time the corresponding
reduction in the Participants' Compensation would be considered to be assets of
the Plan under U.S. Department of Labor Regulation Section 2510.3-102.

     Effective as of January 1, 2000, Employer contributions that are not
immediately allocable under the Plan shall be invested separately, and such
amounts, adjusted for any gains, losses, income and deductions, shall be applied
to reduce Employer contributions otherwise required under the Plan. In the event
that amounts remain unallocated as of the end of any Plan Year, such amounts
shall be allocated in equal dollar amounts to the accounts of all active
Participants that are non-highly compensated employees employed on the last day
of such Plan Year as qualified nonelective contributions within the meaning of
Section 401(m) of the Code.

     Unless the Corporation or the ERISA Executive Committee notifies the
Committee and the Trustee in writing to the contrary, all contributions made by
the Employer are conditioned upon the continued qualification of the Plan and
Trust, as amended, under the Code, and are conditioned upon the deductibility
under Section 404 of the Code of such contributions.

     9.3 Return of Erroneous Contributions. Upon the Employer's request,
contributions (adjusted for losses but not including any gains thereon) made by
the Employer due to a mistake of fact, or conditioned upon the initial
qualification and deductibility as provided in Section 9.2 above, shall be
returned to the Employer within one (1) year after the payment of the
contribution, the denial of qualification, or the disallowance of the deduction
(to the extent disallowed), whichever is applicable.

                                      -29-

<PAGE>

     9.4 Employee Rights in Trust Fund. No Employee, by virtue of this Plan,
shall have any right to, or interest in, any part of the Trust Fund, upon
termination of employment or otherwise, except the right to receive such
benefits as may become due to him as provided in the Plan.

     9.5 Liability for Loss. Neither the Corporation, the ERISA Executive
Committee, or the Plan Administrator, nor the Employer, nor any Employee, agent,
or Employee or representative of the Corporation or the Employer, in any manner
guarantees the Trust Fund against loss or depreciation, nor shall any of them be
liable, except for its or his own gross negligence or willful misconduct, for
any act or failure to act, done or omitted in good faith under or with respect
to the Plan, except as otherwise provided by law. Neither the Corporation, the
ERISA Executive Committee, or the Plan Administrator, nor the Employer,
Employee, or agent, Employee or representative of the Corporation or the
Employer shall be responsible for any act or failure to act of any Trustee or
Trustees, or of any insurance company or insurance companies appointed by it, to
administer the Trust Fund or any part thereof.

                                      -30-

<PAGE>

                                    ARTICLE X
                           ADMINISTRATION OF THE PLAN

     10.1 Appointment, Resignation, Removal. The Board of Directors shall
appoint an ERISA Executive Committee, consisting of at least three (3)
individuals (who may, but need not be, Participants or directors, officers,
stockholders or Employees of any Employer). The ERISA Executive Committee shall
(i) designate three or more Employees (who may be Participants or officers) to
serve on a committee that shall be the administrator and named fiduciary with
respect to this Plan (the "Plan Administrator"); (ii) authorize the Plan
Administrator to delegate certain of its responsibilities to the
Division/Subsidiary Human Resources Departments; and (iii) make decisions
regarding settlor functions for the Plan. Such appointees to the ERISA Executive
Committee and the Plan Administrator may be removed and replaced at any time by
the respective appointing body with or without cause or notice. Upon the
departure of an appointed Plan Administrator member from employment with the
Corporation, or upon the disaffiliation of any ERISA Executive Committee member
from any and all Employers, such individual shall automatically cease to serve
in such capacity with respect to the Plan and shall be replaced, if desired, by
a successor appointment. The Plan decisions made by the ERISA Executive
Committee regarding settlor functions shall relate solely to such discretionary
matters as the establishment, termination and design of the Plan and shall not
include decisions relating to fiduciary activities subject to Title I of the
Act, except for (i) appointing the Trustee, the investment managers and an
enrolled actuary for the Plan; (ii) reviewing the performance of and conferring
with the Trustee and the investment managers for the Plan; and (iii) reviewing
the annual evaluations of the Plan made by the actuary.

     10.2 Notice to Trustee. Promptly after appointment of the ERISA Executive
Committee and the Plan Administrator and after each change in membership of the
ERISA Executive Committee and the Plan Administrator, the ERISA Executive
Committee or the Plan Administrator shall give written notice to the Trustee of
the names of the members of the ERISA Executive Committee and Plan
Administrator. The Trustee shall not be deemed to be on notice of any change in
membership of the ERISA Executive Committee or the Plan Administrator unless so
notified.

     10.3 Procedure. Both the ERISA Executive Committee and the Plan
Administrator shall act by agreement of a majority of its members, either by
vote at a meeting or in writing without a meeting. By such action, it may
authorize one (1) or more of its members to execute documents and directions on
its behalf. The Trustee and other Plan fiduciaries, upon written notification of
such authorization, shall accept and rely upon such documents and directions
until notified in writing that the authorization issued by the ERISA Executive
Committee or Plan Administrator has been revoked or changed by the entity
issuing such authorization. A Plan Administrator member who is also a
Participant shall not vote or act upon any matter directly affecting any pending
claim for his personal benefits under the Plan. In the event of a deadlock or
other situation which prevents agreement of a majority of the Plan Administrator
members, the matter shall be decided by some special, temporary designee of such
Plan Administrator.

     10.4 Power and Duties. The Plan Administrator shall have specific
responsibilities with respect to the operation and administration of the Plan
and may delegate certain of its responsibilities under the Plan to the
Division/Subsidiary Human Resources Departments as the

                                      -31-

<PAGE>

Plan Administrator shall determine from time to time. The Plan Administrator
shall have the power and duty to do all things necessary or convenient to effect
the intent and purposes of the Plan and not inconsistent with any of the
provisions hereof, whether or not such powers and duties are specifically set
forth herein. In furtherance thereof, the Plan Administrator shall have the sole
discretionary authority to determine all questions arising in administration of
the Plan and to determine all facts pertinent thereto, including, without
limitation, the power to determine the rights or eligibility of Employees,
Participants, and their beneficiaries and the amount and form of their
respective interests; and the decision thereon of the Plan Administrator shall
be final and conclusive and binding. The Plan Administrator has discretionary
authority to grant or deny benefits under this Plan. Benefits under this Plan
will be paid only if the Plan Administrator decides, in its sole discretion,
that the applicant is entitled to them. Not in limitation but in amplification
of the foregoing, the Plan Administrator shall have power to:

     (a)  Provide rules and regulations for the administration of the Plan,
          including benefit claim review procedures and, from time to time, to
          amend or supplement such rules and regulations.

     (b)  Interpret and construe the Plan and Trust Agreement, and its
          construction thereof in good faith shall be final, conclusive, and
          binding.

     (c)  Correct any defect, supply any omission, or reconcile any
          inconsistency in the Plan in such manner and to such extent as it
          shall deem expedient to carry the same into effect, and it shall be
          the sole and final judge of such expediency.

     10.5 Appointment of Secretary and Others. The ERISA Executive Committee and
the Plan Administrator, respectively, may appoint a Secretary and such advisors,
agents, and representatives as each shall deem advisable who may, but need not
be, Participants or directors, officers, stockholders, or Employees of the
Employer.

     10.6 Liability. No member of the ERISA Executive Committee or the Plan
Administrator shall be directly or indirectly responsible or under any liability
by reason of any action or default by him as a member of the ERISA Executive
Committee or the Plan Administrator, or by the exercise of or failure to
exercise any power or discretion as such member, except for his own fraud or
willful misconduct, and no member of the ERISA Executive Committee or the Plan
Administrator shall be liable in any way for the acts or defaults of any other
member of the ERISA Executive Committee and the Plan Administrator or any of its
advisors, agents, or representatives. The Employer shall indemnify and save
harmless each member of the ERISA Executive Committee or the Plan Administrator
against any and all expenses and liabilities arising out of his own membership
on the ERISA Executive Committee or the Plan Administrator, except expenses and
liabilities arising out of his own fraud or willful misconduct. The fact that
any member of the ERISA Executive Committee or the Plan Administrator is a
Participant or a director, officer, stockholder, or Employee of the Employer
shall not disqualify him from doing any act or thing which the Plan or
applicable law authorizes or requires him to do as a member of such ERISA
Executive Committee or the Plan Administrator (except as otherwise provided in
Section 10.3 with respect to a member who is a Participant) or render him
accountable for any allowance, distribution, or other profit or advantage
received by him.

                                      -32-

<PAGE>

     10.7  Compensation and Expenses. The members of the ERISA Executive
Committee and the Plan Administrator (except those who are full-time Employees
of the Employer) may receive such reasonable compensation for their services as
may be allowed from time to time by the Plan, and as may be consistent with
Section 408(c)(2) of the Act. Except as otherwise provided in Section 10.6, the
ERISA Executive Committee and the Plan Administrator members shall be entitled
to receive or be reimbursed for their reasonable expenses incurred in connection
with the Plan. Any such compensation and expenses and actuarial fees and other
expenses incurred by such members shall be paid by the Employer (in addition to
its contributions under the Plan); provided, however, that the ERISA Executive
Committee may, in its discretion, determine that all or part thereof shall be
payable out of the Trust Fund, in which case the Plan Administrator shall so
direct the Trustee.

     10.8  Information Furnished to Plan Administrator. The Employer shall
furnish to the Plan Administrator in writing such information as the Plan
Administrator may request in the exercise of its powers and duties in the
administration of the Plan. Such information may include, but shall not be
limited to, the names of Employees, their Compensation, and their dates of
birth, employment, termination of employment, retirement, or death. Such
information shall be conclusive for all purposes of the Plan, and the Plan
Administrator shall be entitled to rely thereon without any investigation
thereof; provided, however, that the Plan Administrator may correct any errors
discovered in any such information.

     10.9  Examination by Members. The Plan Administrator shall make available
to each Member for examination by him upon his request, at the offices of the
Employer, a copy of the Plan and such of its records or copies thereof as may
pertain to any benefits of such Member under the Plan.

     10.10 Nondiscriminatory Action. In the exercise of any power or discretion
conferred by the Plan or Trust Agreement upon the Plan Administrator, it shall
not take any action or direct the Trustee to take any action in respect to any
of the rights, benefits, or obligations of Employees under the Plan which would
be discriminatory in favor of Employees of the Employer who are officers,
shareholders, or Highly Compensated Employees so as to violate Section 401(a)(4)
of the Code.

                                      -33-

<PAGE>

                                   ARTICLE XI
                            AMENDMENT AND TERMINATION

     11.1 Amendment. The Corporation shall have the right, in its sole and final
discretion, by action of its Board of Directors or the ERISA Executive
Committee, to amend the Plan at any time and from time to time, with or without
retroactive effect, to any extent which such party may deem advisable; provided,
however, that no amendment (other than an amendment required by the Internal
Revenue Service as a condition for its approval of the Plan and Trust as
qualifying under Sections 401(a) and 501(a) of the Code) shall retroactively
decrease the benefits of any Member without prior Internal Revenue Service
approval, increase the duties or responsibilities of the Trustee without its
written consent, or cause any part of the Trust Fund to be used for, or diverted
to, any purpose other than the exclusive benefit of Members and their
beneficiaries, except as provided under Section 11.2 below.

     11.2 Termination.

     (a)  The Corporation shall have the right, in its sole and final
          discretion, by action of its Board of Directors or the ERISA Executive
          Committee, at any time to terminate the Plan, in whole or in part. A
          certified copy of the resolution taking such action shall be delivered
          to the Trustee, and the Plan shall be terminated as of the date of
          termination specified in such resolution. The Plan shall also
          terminate upon the cessation of business operations by the Employer,
          provided no successor or assign of the Employer shall thereupon adopt
          the Plan and become a party to the Trust Agreement.

     (b)  The Employer shall have the right at any time, in its sole and final
          discretion, by action of its board of directors, to terminate the
          Plan. A certified copy of the resolution of the board of directors of
          the Employer shall be delivered to the Trustee, and the Plan shall be
          terminated as of the date of termination specified in such resolution.
          The Plan shall also terminate upon the cessation of business
          operations by the Employer, provided no successor or assign shall
          adopt the Plan.

     (c)  Upon termination of the Plan, the ERISA Executive Committee shall
          determine and direct the Trustee accordingly from among the following
          methods, as to the method of discharging and satisfying all
          obligations on behalf of Members (after provision is made for expenses
          of such termination): by the continuation or amendment of the Trust,
          or the making of one or more new trusts, and the payment therefrom of
          benefits as they become due in accordance with the provisions of the
          Plan in effect immediately prior to its termination; by the
          continuation, amendment or purchase of one or more group or individual
          retirement annuity contracts from an insurance company or companies;
          by the liquidation and distribution of the assets of the Trust Fund;
          or by any combination of such methods. Distribution upon such Plan
          termination may be made, in whole or in part, to the extent that no
          discrimination in value results, in cash, in securities or in other
          assets of any kind, including insurance or annuity contracts, as the
          ERISA Executive Committee in its discretion may determine, having
          regard for the nature of the Trust Fund. In making such distributions,
          any and all

                                      -34-

<PAGE>

          appraisals, valuations, allocations, and segregations made by the Plan
          Administrator, and all actuarial determinations, valuations, methods,
          and assumptions made by the Plan actuary, shall be final and binding.
          Upon termination of the Plan, the benefit of any Highly Compensated
          Employee shall be limited to a benefit that is nondiscriminatory under
          Section 401(a)(4) of the Code and Treasury Regulations Section
          1.401(a)(4)-5(b)(2).

     (d)  In the case of the termination or partial termination of the Plan, or
          complete discontinuance of Employer contributions to the Plan, the
          rights of affected Members to their Accounts under the Plan as of the
          date of the termination or discontinuance shall be nonforfeitable.
          Subject to subsection (c) of this Section 11.2, the total amount in
          each Member's Account shall be distributed, as the Corporation shall
          direct, to him or for his benefit or continued in trust for his
          benefit.

     11.3 Effect of Bankruptcy and Other Contingencies Affecting an Employer. In
the event the Employer terminates its connection with the Plan, or in the event
the Employer is dissolved, liquidated, or shall by appropriate legal proceedings
be adjudged bankrupt, or in the event judicial proceedings of any kind result in
the involuntary dissolution of the Employer, the Plan shall be terminated with
respect to such Employer. In the event of a merger, consolidation, or
reorganization of the Employer, or the sale by it of all or substantially all of
the Employer's assets, the Employer may request that the successor or purchaser
be substituted for the Employer by means of a written instrument whereby the
successor or purchaser agrees to be substituted for the Employer and requests
and agrees to perform all the provisions hereof that the Employer is required to
perform. Upon the receipt of said instrument, with the approval of the
Corporation, the successor or the purchaser shall be substituted for such
Employer herein, and such Employer shall be relieved and released from any
obligations of any kind, character, or description herein or in any trust
agreement imposed upon it.

                                      -35-

<PAGE>

                                   ARTICLE XII
                                  MISCELLANEOUS

     12.1 Incompetency. Whenever and as often as any person entitled to receive
a distribution under the Plan shall be under a legal disability or, in the sole
judgment of the Plan Administrator, shall otherwise be unable to care for such
distributions to his own best interest and advantage, the Plan Administrator, in
the exercise of its discretion, may direct such distributions to be made in any
one or more of the following ways:

     (a)  directly to such person;

     (b)  to his spouse;

     (c)  to his legal guardian or conservator; or

     (d)  to any other person to be held and used for his benefit.

     The decision of the Plan Administrator shall, in each case, be final and
binding upon all parties, and any distribution made pursuant to the power herein
conferred on the Plan Administrator shall, to the extent so made, be a complete
discharge of the obligations under the Plan of the Employer, the Trustee, and
the Plan Administrator in respect of such person.

     12.2 Nonalienation. Except as permitted under Section 401(a)(13) of the
Code and Section 206(d) of the Act, neither benefits payable at any time under
the Plan nor the corpus or income of the Trust Fund shall be subject in any
manner to alienation, sale, transfer, assignment, pledge, attachment,
garnishment, or encumbrance of any kind. Any attempt to alienate, sell,
transfer, assign, pledge, or otherwise encumber any such benefit, whether
presently or thereafter payable, shall be void. No benefit nor the Trust Fund
shall in any manner be liable for or subject to the debts or liabilities of any
Member or of any other person entitled to any benefit. The foregoing shall not
apply to a qualified domestic relations order, as defined in Section 414(p) of
the Code. The Plan Administrator shall establish procedures to determine whether
domestic relations orders are "qualified domestic relations orders" and to
administer distributions under such qualified domestic relations orders.

     12.3 Applicable Law. The Plan and all rights hereunder shall be governed by
and construed in accordance with the laws of the State of Iowa to the extent
such laws have not been preempted by applicable federal law.

     12.4 Severability. If a provision of this Plan shall be held illegal or
invalid, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included in this Plan.

     12.5 No Guarantee. Neither the Plan Administrator, the Corporation, the
Employer, nor the Trustee in any way guarantees the Trust Fund from loss or
depreciation or the payment of any money which may be or become due to any
person from the Trust Fund. Nothing herein contained shall be deemed to give any
Participant, Member, or beneficiary an interest in any specific part of the
Trust Fund or any other interest except the right to receive benefits out of the
Trust Fund in accordance with the provisions of the Plan and the Trust.

                                      -36-

<PAGE>

     12.6 Merger, Consolidation, or Transfer. In the case of any merger or
consolidation of the Plan with, or in the case of any transfer of assets or
liabilities of the Plan to or from, any other plan, each Member shall receive a
benefit immediately after the merger, consolidation, or transfer (if the Plan
had then terminated) which 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 terminated).

     12.7 Internal Revenue Service Approval. It is the intention of the
Corporation to obtain a ruling or rulings by the District Director of Internal
Revenue that -

     (a)  the Plan, as in effect from time to time, meets the requirements of
          Section 401(a) of the Code; and

     (b)  any and all contributions made by the Employer under the Plan are
          deductible for income tax purposes under Section 404(a) or any other
          applicable provisions of the Code.

     12.8 No Enlargement of Employee Rights. Nothing contained in the Plan shall
be deemed to give any Employee the right to be retained in the service of the
Employer or to interfere with the right of the Employer to discipline,
discharge, or retire any Employee at any time.

     12.9 Appeals from Denial of Claims. If any claim for benefits under the
Plan is wholly or partially denied, the claimant shall be given notice in
writing within a reasonable period of time after receipt of the claim by the
Plan not to exceed ninety (90) days after receipt of the claim. If special
circumstances require an extension of time, written notice of the extension
shall be furnished to the claimant by registered or certified mail, and an
additional ninety (90) days will be considered reasonable. Effective for claims
filed on or after January 1, 2002, a claimant shall be notified of the need for
extension, the special circumstances that warrant the extension, and the date by
which the Plan expects to render a decision within the initial ninety (90) day
period.

     Notice of a claim denial shall be written in a manner calculated to be
understood by the claimant, setting forth the following information:

     (a)  the specific reasons for such denial;

     (b)  specific reference to pertinent Plan provisions on which the denial is
          based;

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

     (d)  an explanation of the Plan's claim review procedure; and

     (e)  for claims filed on or after January 1, 2002, a statement of the
          claimant's right to bring action under Section 502(a) of the Act
          following an adverse benefit determination on review.

                                      -37-

<PAGE>

If no decision is received within the above time period, the claim shall be
deemed denied.

     The claimant also shall be advised that his or her duly authorized
representative may request a review by the Plan Administrator of the decision
denying the claim by filing with the Plan Administrator, within sixty (60) days
after such notice has been received by the claimant, a written request for such
review, and that he may review pertinent documents and submit issues and
comments in writing within the same sixty (60) day period. Effective for claims
filed on or after January 1, 2002, the claimant shall be entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant's claim for
benefits.

     If a request for review is so filed, such review shall be made by the Plan
Administrator within sixty (60) days after receipt of such request, unless
special circumstances require an extension of time for processing, in which case
the claimant shall be so notified and a decision shall be rendered as soon as
possible, but not later than one hundred and twenty (120) days after receipt of
the request for review. Effective for claims filed on or after January 1, 2002,
a claimant shall be notified of the need for extension, the special
circumstances that warrant the extension, and the date by which the Plan expects
to render a decision within the initial sixty (60) day period.

     The claimant shall be given written notice of the decision resulting from
such review, which notice shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, and specific
references to the pertinent Plan provisions on which the decision is based. For
claims filed on or after January 1, 2002, a notice denying a claim shall also
include a statement that the claimant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records, and
other information relevant to the claim for benefits and notifying the claimant
of his right to bring an action under Section 502(a) of the Act. If no decision
is received within the above time period, the claim on review shall be deemed
denied.

     If applicable, claims for benefits due to disability filed on or after
January 1, 2002, shall be decided in accordance with Section 2560.503-1 of the
Department of Labor regulations.

     12.10 Notice of Address and Missing Persons. Each person entitled to
benefits under the Plan must file with the Plan Administrator, in writing, his
post office address and each change of post office address. Any communication,
statement, or notice addressed to such a person at his latest reported post
office address will be binding upon him for all purposes of the Plan, and
neither the Plan Administrator nor the Employer, Trustee, or insurance company
shall be obliged to search for or ascertain his whereabouts. In the event that
such person cannot be located, the Plan Administrator may direct that such
benefit and all further benefits with respect to such person shall be
discontinued, all liability for the payment thereof shall terminate and the
balance in such Member's Account shall be deemed a forfeiture; provided,
however, that in the event of the subsequent reappearance of the Member or
beneficiary prior to termination of the Plan, the benefits which were due and
payable and which such person missed shall be paid in a single sum, and the
future benefits due such person shall be reinstated in full.

                                      -38-

<PAGE>

     12.11 Data and Information for Benefits. All persons claiming benefits
under the Plan must furnish to the Plan Administrator or its designated agent
such documents, evidence, or information as the Plan Administrator or its
designated agent consider necessary or desirable for the purpose of
administering the Plan; and such person must furnish such information promptly
and sign such documents as the Plan Administrator or its designated agent may
require before any benefits become payable under the Plan.

     12.12 Effect of a Mistake. In the event of a mistake or misstatement as to
the eligibility, participation, or service of any Member, or the amount of
payments made or to be made to a Member or beneficiary, the Plan Administrator
shall, if possible, cause to be withheld or accelerated or otherwise make
adjustment of such amounts of payments as will in its sole judgment result in
the Member or beneficiary receiving the proper amount of payments under this
Plan.

                               * * * * * * * * * *

     IN WITNESS WHEREOF, The Hoover Company I L.P. has caused this instrument to
be executed by its duly authorized officers on this _______ day of
______________, 2002, effective as of January 1, 1997.

                                         THE HOOVER COMPANY I L.P.

ATTEST:

                                         By  ___________________________________
                                                   Senior Vice President
                                                      Human Resources

By ________________________________
              Secretary

                                      -39-