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                                                                     EXHIBIT 4.3

                       PROFIT-SHARING AND RETIREMENT PLAN
                                       OF
                                 FOOD LION, LLC
             (AS AMENDED AND RESTATED EFFECTIVE AS OF JULY 1, 2001)

                  THIS AMENDMENT AND RESTATEMENT is adopted effective as of the
1st day of July, 2001, by FOOD LION, LLC., a North Carolina limited liability
company (referred to herein as the "Company");

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Company adopted effective as of December 15,
1960, a profit sharing plan known as the Profit-Sharing Retirement Plan of Food
Lion, Inc. (the "Plan"), for the purpose of providing retirement and related
benefits for eligible employees of the Company and their beneficiaries; and

                  WHEREAS, the Plan has been amended and restated from time to
time in accordance with the powers of amendment and restatement therein
contained; and

                  WHEREAS, the Company desires to further amend and restate the
Plan to add provisions to the Plan allowing for salary deferrals by participants
pursuant to Section 401(k) of the Internal Revenue Code;

                  WHEREAS, the Company desires to further amend and restate the
Plan to comply with changes in the Code (as defined herein) including the
Uniformed Services Employment and Reemployment Act of 1994, the Small Business
Job Protection Act of 1996, and the Taxpayer Relief Act of 1997;

                  NOW, THEREFORE, the Plan is restated effective as of July 1,
2001, or such earlier date as provided herein, or with respect to any provision
required under the Code as a condition for qualification if no effective date is
given, the earliest such date when Plan compliance with such provision would be
permitted under the Code, as follows:


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                                    ARTICLE I
                                   DEFINITIONS

                  The following words and phrases when used herein shall have
the meaning set forth below unless a different meaning is plainly required by
the context:

                  1.1 Account - The account which includes the Participant's
Associate Savings Account, Employer Contribution Account, Qualified Nonelective
Contributions Account, ESOP Transfer Account, Mandatory Employer Stock Account,
and his Rollover Account.

                  1.2 Administrative Committee, or Committee - The body, which,
if appointed by the Company, shall be the plan administrator and shall have the
responsibility of the administrative management of the Plan, as provided in
Article VIII. In each instance where the Plan shall refer to the Committee, the
reference shall mean the Company for any period during which the Company has not
appointed a Committee.

                  1.3 Affiliated Employer - The Employer and any other company
which is a member of a controlled group of corporations that includes the
Employer within the meaning of section 414(b) of the Code, or related Employers
under common control within the meaning of section 414(c) of the Code, or
related employers which constitute an affiliated service group under section
414(m) of the Code, or employers related through the leasing of employees under
section 414(n) of the Code, or any other entity required to be aggregated with
the Employer pursuant to regulations under section 414(o) of the Code.

                  1.4 Annual Compensation - A Participant's compensation for the
Plan Year, including wages, salary, overtime pay, bonuses, commissions of all
kinds, and lump sum amounts paid for accrued unused vacation, but excluding
indirect payments such as non-taxable amounts paid to an Employee as an
allowance or reimbursement for travel expenses, amounts paid or reimbursed by
the Company for the Employee's moving expenses, payments of deferred
compensation, income from the exercise of stock options, the value of job
perquisites treated as income to the Employee, contributions to this or any
other profit sharing plan or pension plan, welfare plans, group insurance plans,
and any other payments or benefits not customarily regarded by the Employer as
being current remuneration for services except contributions paid in cash to
certain highly compensated participants in excess of the limits under Code
section 415. As permitted under the Code, "Annual Compensation" shall also
include Associate Savings contributions to this Plan, and salary reduction
contributions made by the Employer on behalf of the Employee under Code sections
125, 402(a)(8), 402(h) or 403(b); provided, however, that, for Plan Years
beginning on or after January 1, 1994, Annual Compensation shall not include any
amount in excess of $150,000, as adjusted pursuant to section 401(a)(17) of the
Code.

                  1.5 Associate Savings Account - The account into which a
Participant's Associate Savings Contributions shall be allocated. Amounts in the
Associate Savings Account are 100% nonforfeitable at all times.



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                  1.6 Associate Savings Contributions - Amounts the Company
contributes to the Plan on behalf of a Participant pursuant to the Participant's
Associate Savings election as allowed under Code Section 401(k). For Associate
Savings contributions, the terms "deferral contributions" and "elective
deferrals" have the same meaning.

                  1.7 Authorized Leaves of Absence - Any absence authorized by
the Employer Under the Employer's standard personnel practices, provided that
all persons under similar circumstances must be treated alike in the granting of
such Authorized Leaves of Absence, and provided further that the Employee
returns to Employment within the period of authorized absence. An absence due to
service in the Armed Forces of the United States shall be considered an
Authorized Leave of Absence, provided that the Employee returns to Employment
with the Employer within the period during which his right to Reemployment is
preserved by law.

                  1.8 Beneficiary - Any person or persons (natural or otherwise)
that a Participant designates in accordance with Article VII to receive benefits
payable in the event of the death of the Participant, or in the absence of any
such designated person, such other person determined to be a beneficiary under
Article VII hereof.

                  1.9 Board - The Board of Directors of the Company.

                  1.10 Break in Service - A Plan Year in which the subject
individual completes no more than 500 Hours of Service, but not including a Plan
Year the last day of which the individual is on an Authorized Leave of Absence.

                  1.11 Code - The Internal Revenue Code of 1986, as amended from
time to time. All references herein to the Code shall be deemed to refer to the
Internal Revenue Code of 1986, and the regulations established pursuant thereto,
as they now exist or as they may hereafter be amended or modified. Any reference
to a specific section or subsection of the Code shall be deemed to refer to such
section or subsection and the regulations established thereto, as they now exist
or as they may hereafter be amended.

                  1.12 Company - Food Lion, LLC, a North Carolina limited
liability company.

                  1.13 Company Stock - American Depositary Shares, as evidenced
by American Depositary Receipts, representing the ordinary shares of
Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize Group"), and any
securities substituted for such stock by way of recapitalization,
reorganization, merger or consolidation.

                  1.14 Effective Date - The date upon which this amendment and
restatement of Plan is effective, namely July 1, 2001, unless otherwise
specifically noted.

                  1.15 Employee - Any person who is an Employee (such term
having its customary meaning) of the Employer receiving remuneration for
personal services rendered to the Employer (other than as an independent
contractor), or who is on an Authorized Leave of Absence, or who is a leased
employee within the meaning of section 413(n)(2) of the Code. Notwithstanding
the foregoing, if such leased employees constitute less than 20% of the


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Employer's non-highly compensated work force within the meaning of section
414(n)(5)C(ii) of the Code, the term Employee shall not include those leased
employees covered by a plan described in section 414(n)(5)(B) of the Code.
Leased employees shall not be eligible to participate in this Plan.

                  1.16 Employer - Food Lion, LLC and every business enterprise
which is authorized by the Board to adopt this Plan and which duly adopts this
Plan, for the exclusive benefit of its eligible employees (and their
beneficiaries), in accordance with the provisions hereof.

                  1.17 Employer Contribution Account - The account maintained
for a Participant to record his share of the contributions of the Employer under
Section 3.1 of the Plan and adjustments relating thereto.

                  1.18 Employment - Service as an Employee of the Employer or
any Affiliated Employer. The term "Reemployment" shall mean Employment following
a Break in Service. The terms "Employed" and Reemployed" shall be used in the
same sense as the terms Employment and Reemployment, respectively.

                  1.19 Entry Date - The first day of each Plan Year for the
non-401(k) portion of the Plan. For the 401(k) Associate Savings portion of the
Plan, a Participant's Entry Date is as soon as administratively practicable
immediately following his completion of 500 Hours of Service in a twelve month
period based on his date of employment and each anniversary date thereof.

                  1.20 ERISA - Public Law 93-406, the Employee Retirement Income
Security Act of 1974, as amended from time to time.

                  1.21 ESOP Transfer Account - The account maintained for a
Participant to record amounts transferred to the Plan on behalf of the
Participant from the Employee Stock ownership Plan of Food Lion, L.L.C. (the
"ESOP"), which transferred amounts shall be fully vested.

                  1.22 Fiduciaries - The named fiduciaries who shall be the
Employers who adopt the Plan, the Committee and the Trustee, and any other
parties designated as fiduciaries by such named fiduciaries in accordance with
the powers herein provided, but only with respect to the specific
responsibilities of each for Plan and Trust administration as set forth herein
and in the Trust Agreement.

                  1.23 Forfeiture - The portion of the Participant's Employer
Contribution Account in which he is not vested at the time of his termination of
Employment and which shall be handled in accordance with Section 4.4.

                  1.24 Forfeiture Account - The account maintained for the
purpose of depositing Forfeitures and recording adjustments relating thereto as
provided in Section 4.4.



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                  1.25 Gender and Number - The masculine gender wherever used
herein shall be deemed to include the feminine. Words in the singular shall be
read and construed as though used in the plural in all cases where they would so
apply, and vice versa.

                  1.26 Highly Compensated Employee means an Employee who:

                  (a) during the Plan Year or during the preceding Plan Year, is
a more than 5% owner of the Company (applying the constructive ownership rules
of Code Section 318); or

                  (b) during the preceding Plan Year had Compensation in excess
of $80,000 (as adjusted by the Commissioner of Internal Revenue for the relevant
year).

                  The Plan Administrator must make the determination of who is a
Highly Compensated Employee consistent with Code Section 414(q) and regulations
issued under that Code section. The Company may make a calendar year data
election to determine the Highly Compensated Employees for the Plan Year, as
prescribed by Treasury regulations or by other guidance published in the
Internal Revenue Bulletin. A calendar year data election must apply to all plans
of the Company which reference the highly compensated employee definition in
Code Section 414(q). For purposes of this definition, if the current Plan Year
is the first year of the Plan, then the term "preceding Plan Year' means the 12
consecutive month period immediately preceding the current Plan Year.

                  1.27 Hour of Service - Each Employee shall be credited with an
Hour of Service for:

                  (1) Each hour for which an Employee is paid, or entitled to
payment, by the Employer for the performance of duties. These hours shall be
credited to the Employee for the computation period in which the duties are
performed; and

                  (2) Each hour for which an Employee is paid, or entitled to
payment by the Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), jury duty, military duty or leave of absence, provided, however,
that under this paragraph (2):

                           (i) No more than 500 Hours of Service shall be
                  credited for any single continuous period (whether or not such
                  period occurs in a single computation period) during which the
                  Employee performs no duties;

                           (ii) No hours shall be credited if such payment is
                  made or due under the plan maintained by the Employer solely
                  for purposes of complying with applicable worker's
                  compensation, unemployment insurance or disability insurance
                  laws; and



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                           (iii) No hours shall be credited for a payment which
                  reimburses an Employee for medical or medically related
                  expenses incurred by the Employee; and

                  (3) Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Employer. These hours shall be
credited to the Employee for the computation period to which the award or
agreement pertains rather than the period in which the award, agreement, or
payment is made. The same House of Service shall not be credited under
paragraphs (1) or (2), as the case may be, and this paragraph (3). Crediting of
hours for back pay awarded or agreed to with respect to periods described in
paragraph (2) shall be subject to the limitations of that paragraph.

                  (4) An Employee for whom the Employer or Affiliated Employer
maintains records of hours of which payment for the performance of duties is
made shall be credited with Hours of Service on the basis of such records. Any
other Employee shall be credited with Hours of Service on the basis of
forty-five hours for each week he is paid or entitled to payment for the
performance of duties for any part of such week. The provisions of this Section
1.22 shall apply in accordance with Department of Labor Regulations section
2530.200b-2(b), (c) and (f) which are incorporated herein by reference.

                  (5) For purposes of determining whether a Break in Service has
occurred for participation and vesting purposes, Hours of Service shall also
include hours of maternity for paternity absences in accordance with Section
2.2. During such absence, the Employee shall receive credit for Hours of Service
equal to the number of hours that normally would have been credited during the
absence, or if unknown, then eight hours per day of absence, provided that the
credit of Hours of Service on account of pregnancy or placement of a child with
the Employee by adoption shall not exceed 501 Hours of Service for each absence.
Hours of Service on account of pregnancy or adoption shall only be required to
be credited if in the Plan Year in which the maternity or paternity absence
begins, crediting of such hours is necessary to prevent a Break in Service in
that Plan Year; otherwise, such hours shall be credited in the following Plan
Year.

                  1.28 Mandatory Employer Stock Account - The account maintained
for a Participant to record amounts contributed by the Employer and required to
be invested in Company Stock in accordance with Section 6.2 hereof.

                  1.29 Nonhighly Compensated Employee means an Employee who is
not a Highly Compensated Employee.

                  1.30 Normal Retirement Age and Normal Retirement Date - The
Normal Retirement Age shall be the date a Participant attains age sixty (60).
The Normal Retirement Date shall be the first day of the month coincident with
or next following the attainment of his Normal Retirement Age. A Participant
shall be fully vested in his Employer Contribution Account upon attaining his
Normal Retirement Age.



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                  1.31 Participant - Any Employee who has qualified under the
terms of the Plan for participation therein and who remains so qualified;
provided, that an Employee who has made a Rollover Contribution to the Plan
pursuant to Section 3.8 shall be deemed to be a Participant solely with respect
to the terms of the Plan that apply to the Employee's Rollover Account, and such
Employee shall not otherwise be deemed to be a Participant until the Employee
has qualified under the terms of Article II of the Plan.

                  1.32 Permanent and Total Disability - The loss or loss of use
of a member or bodily function or any other physical or mental condition which,
in the judgment of the Committee, based upon medical reports and other evidence
satisfactory to the Committee, presumably permanently prevents an Employee from
performing his regular duties with the Employer or any other duties the Employer
may assign him, by reason of a medically determined and indefinite duration. In
the event the Committee finds that a Permanent and Total Disability does not
exist, then it shall by certified mail so notify the Participant who shall have
the rights set forth in the claims procedure in Section 8.3.

                  1.33 Plan - The profit sharing plan as set forth herein, as
amended and/or restated from time to time. The Plan shall be known as the
Profit-Sharing and Retirement Plan of Food Lion, LLC.

                  1.34 Plan Administrator - The Committee or, in the absence of
a committee, the Company.

                  1.35 Plan Year - The annual payroll accounting period
established each year by the Company for purposes of reporting the annual
compensation of Employees on Treasury Form W-2.

                  1.36 Qualified Nonelective Contributions - Nonelective
contributions which are 100% nonforfeitable at all times and which are subject
to the Distribution Restrictions described in Section 3.2.2 below. Any
nonelective contributions allocated to a Participant's Qualified Nonelective
Contributions Account under the Plan automatically satisfy the definition of
qualified nonelective contributions.

                  1.37 Rollover Account - The account maintained for a
Participant to record amounts transferred to the Plan on behalf of the
Participant from another qualified retirement plan (within the meaning of
section 401(a) of the Code), or from an individual retirement account (within
the meaning of section 408 of the Code) which contained only amounts rolled into
such account from a qualified retirement plan.

                  1.38 Secretary - The Secretary of the Treasury.

                  1.39 Service - A Participant's period of Employment with the
Employer and any Affiliated Employer.



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                  1.40 Trust (or Trust Fund) - The fund maintained under the
Plan in accordance with the terms of the trust agreement, as amended from time
to time, which constitutes a part of the Plan.

                  1.41 Trust Agreement - The agreement between the Employer and
the Trustee which establishes the Trust and provides for the administration of
the Trust.

                  1.42 Trustee(s) - The trustee of the Plan, on the Effective
Date, is AMVESCAP National Trust Company. The term Trustee shall also mean any
successor Trustee(s) designated in the manner provided in the Trust Agreement
and accepting such Trust as provided therein.

                  1.43 USERRA - Uniformed Services Employment and Reemployment
Act of 1994. In order for this Plan to comply with the provisions of USERRA,
effective October 13, 1996, notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code Section 414(u). Loan
repayments will be suspended under this Plan as permitted under Code Section
414(u)(4).

                  1.44 Valuation Date - Any periodic and regularly scheduled
date for valuation of the assets of the Trust Fund and of the respective
Accounts of Participants. The particular Valuation Dates will be established and
may be revised, from time to time, by mutual consent of the Employer and the
Trustee. The Annual Valuation Date shall be the last day of each Plan Year.

                  1.45 Vested Interest - The value of a Participant's interest
in his Account that is or has become nonforfeitable under the Plan and will be
paid to the Participant or his Beneficiary in accordance with the terms hereof.
Because of fluctuations in asset value, contribution and Forfeiture allocations,
and other changes in the value of a Participant's Account, the dollar value of a
Participant's Vested Interest is not fixed until it is actually paid under the
provisions hereof.

                  1.46 Year of Service - The applicable 12-month period during
which the Employee completes at least 1,000 Hours of Service. Year of Service
and Hour of Service shall include Service with any Employer or Affiliated
Employer.


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                                   SECTION II
                            PARTICIPATION AND SERVICE

                  2.1 Eligibility for Participation -

                  (a) Each Employee of the Employer shall be eligible to
participate in the Plan except that the following Employees shall not be
eligible to participate:

                           (i) An Employee included in a unit of Employees
         covered by a bona fide collective bargaining agreement with the
         Employer that does not specifically provide for coverage of such
         Employee under this Plan; provided that retirement benefits were the
         subject of good faith bargaining between the Employer and Employee
         representatives;

                           (ii) An Employee who is a non-resident alien and
         receives no earned income (within the meaning of section 911(d)(2) of
         the Code) from the Employer constituting income from sources within the
         United States (within the meaning of section 861(a)(3) of the Code);

                           (iii) An individual who is deemed to be an Employee
         because he is a leased employee;

                           (iv) An Employee who is employed by an Affiliated
         Employer which is not an adopting employer of the Plan;

                           (v) An individual who has signed an employment
         agreement, independent contractor agreement, or other personal services
         contract with the Employer stating that he or she is not eligible to
         participate in the Plan; and

                           (vi) An individual during the period when he or she
         is not designated as an "employee" in the Employer's employment
         records. Individuals excluded from being eligible Employees by this
         provision shall include, but not be limited to, individuals who are
         engaged by the Employer to perform services for the Employer in a
         relationship that the Employer characterizes as other than an
         employment relationship. For example, individuals engaged to perform
         services in a relationship which the Employer characterizes as that of
         an "independent contractor" with respect to the Employer shall not be
         eligible Employees. Likewise, individuals who services the Employer
         leases from a third party shall not be eligible Employees. Individuals
         described in this provision shall not be eligible Employees during that
         period, even if a determination is made by the Internal Revenue
         Service, the United States Department of Labor, another governmental
         agency, a court or other tribunal that the individual is an "employee"
         of the Employer during that period, for purposes of pertinent sections
         of the Code or for any other purpose. An individual who has not been an
         eligible Employee on account of this provision shall become an eligible
         Employee effective on the date as of which the



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         Employer characterizes the individual as an "employee" in the
         Employer's employment records, if, on that date, the individual also
         meets the other requirements of this Article II.

                  (b) Any Employee of the Employer who was a Participant in the
Plan on the date immediately preceding the Effective Date shall automatically be
a Participant in the 401(k) Associate Savings Portion of the Plan as of the
Effective Date. Any Employee of the Employer who completed 500 Hours of Service
during the 12 month period ending April 30, 2001, shall become a Participant in
the 401(k) Associate Savings portion of the Plan on the Effective Date. Any
other Employee of the Employer shall become a Participant (i) in the 401(k)
Associate Savings portion of the Plan as of the Entry Date immediately following
his completion of 500 Hours of Service (or as soon as administratively
practicable thereafter) in any 12 month period ending on the last calendar day
of a month, and (ii) in the non-401(k) portion of the Plan as of the Entry Date
which falls within the first computation period during which he completes a Year
of Service. For purposes of eligibility for Plan participation in the non-401(k)
portion of the Plan, a Year of Service shall mean the first twelve-month period
during which an employee has at least 1,000 Hours of Service. The computation
period initially to be taken into account for purposes of eligibility shall be
the twelve-month period commencing with the date of the Employee's Employment,
whether such Employment commenced prior or subsequent to the Effective Date. In
the event that the Employee fails to have at least 1,000 Hours of Service during
this initial computation period, the eligibility computation period shall be the
first Plan Year commencing after the date of Employment and, if necessary,
succeeding Plan Years.

                  (c) A Participant's continued eligibility to participate under
the Plan shall be determined on a Plan Year basis. A Participant shall remain a
Participant until his Employment terminates or he incurs a Break in Service,
whichever first occurs. Upon the occurrence of either such event, his
participation shall cease.

                  2.2 Effect of Break in Service on Participation and Vesting -

                  (a) If an Employee has a Break in Service, and if he had not
previously satisfied the eligibility requirements of Section 2.1, then he must
satisfy the eligibility requirements of Section 2.1 as if he were a new Employee
whose Employment commenced on the first date that he completes an Hour of
Service after his Break in Service.

                  (b) In the case of an Employee who was a Participant in the
Plan when he incurred a Break in Service, he will again be considered a
Participant on the first date on which he completes an Hour of Service after the
Break in Service.

                  (c) In the case of an Employee who, at the time of a Break in
Service, does not have any Vested Interest in his Employer Contribution account,
his Years of Service prior to any period of consecutive one (1) year Breaks in
Service shall not be taken into account for purposes of eligibility and
determining his Vested Interest in Employer contributions after a Break in
Service if the number of consecutive one (1) year Breaks in Service within such
period equals or exceeds five (5) years.



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                  (d) In the case of an Employee who, at the time of a Break in
Service, has a Vested Interest in his Employer Contribution Account, his Years
of Service before such Break in Service shall be counted for purposes of
eligibility and determining his Vested Interest in Employer contributions after
his Break in Service.

                  (e) A Participant (whether or not he had a Vested Interest in
his Employer Contribution Account at the time of his Break in Service) who
returns to Employment with the Employer after a Break in Serviced shall not have
his Years of Service after the Break in Service counted to determine his Vested
Interest in his Employer Contribution Account at the time he incurred a Break in
Service if the number of consecutive years constituting the Break in Service
equals or exceeds five (5) years at the time of his Reemployment.

                  (f) The Plan Year shall be the computation period for purposes
of determining whether a Break in Service has occurred. The first Plan Year
computation period for this purpose shall be, in the case of Employees who were
Participants on the Effective Date, the Plan Year commencing on said date, and
shall be, in the case of Employees who thereafter become Participants, the Plan
Year which includes the last day of the computation period during which the
Participant satisfied the requirements for participation as set forth in section
2.1 above.

                  (g) Maternity or Paternity Leave - In the case of an Employee
who is absent from the employ of the Employer on account of (i) the Employee's
pregnancy, (ii) the birth of a child of the Employee, (iii) the placement of a
child with the Employee in connection with the adoption of the child by the
Employee or (iv) an absence due to the need for caring for such child for a
period beginning immediately following such birth or placement, the Plan shall
treat as Hours of Service, solely for purposes of determining whether a Break in
Service has occurred, the following hours:

                           (i) the Hours of Service which otherwise would
         normally have been credited to such Employee but for such absence; or

                           (ii) if the Hours of Service in (i) cannot be
         determined, then eight (8) Hours of Service for each day of such
         absence;

provided, that such Hours of Service credited under this Section 2.2(g) shall
not exceed 501 Hours of Service for each absence.

                  The Hours of Service credited under this Section 2.2(g) shall
be credited in the Plan Year the absence begins only if an Employee would be
prevented from incurring a Break in Service in such Plan Year. In any other
case, such hours shall be credited in the immediately following Plan Year. The
Employee shall not be entitled to receive credit for maternity or paternity
leave under this Section 2.2(g) unless such Employee furnishes to the Plan
Administrator within such reasonable time period as the Plan Administrator may
establish evidence that the absence is on account of one of the four (4) reasons
specified in the first paragraph of this Section 2.2(g) and evidence of the
duration of such absence.



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                  2.3 Inactive Employer Contribution Account Status - In the
event that any Participant (excluding an Employee whose Employment is
terminated) completes more than 500 Hours of Service but less than 1,000 Hours
of Service in any Plan Year of his participation, or if during a Plan Year a
Participant has no more than 500 Hours of Service but is on an Authorized Leave
of Absence, his Employer Contribution Account shall be placed on inactive status
until he incurs a Break in Service or if on an Authorized Leave of Absence,
until his Employment terminates. Such Participant shall not share in the
Employer's contribution made pursuant to section 3.1 or the allocations made
pursuant to Section 4.3 for any such Plan Year, but he shall continue to receive
allocations in accordance with section 4.2 In the event such Participant has
1,000 Hours of Service in a subsequent Plan Year, his Employer Contribution
Account shall revert to active status for such Plan Year with full rights and
privileges under this Plan restored.

                  2.4 Transfers of Employment Among Employers - In computing
Service hereunder, the period of an Employee's Employment with any Affiliated
Employer shall be counted for participation and vesting purposes, and a transfer
of an Employee from the employ of one such member to the employ of another
member shall not interrupt Employment. In the event any Participant during the
course of any Plan Year is employed simultaneously by more than one Employer, he
shall be entitled to an allocation under Section 4.3 hereof by taking into
account his aggregate Annual Compensation from such Employer.


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                                   ARTICLE III
                                  CONTRIBUTIONS

                  3.1 Employer Contributions (Non-401(k) Portion of the Plan) -
For so long as the Plan continues in effect, the Employer may make a
contribution annually to the Trust under the Plan for the accounts of all
Participants who are actively Employed on the last day of the Plan Year and who
have a Year of Service for such Plan Year. The amount of each such contribution
(if any) shall be determined annually by the Board, taking into consideration
the then prevailing financial conditions and fiscal requirements of the Employer
and such other factors as the Board may deem pertinent and applicable under the
circumstances; notwithstanding the above, the Employer may make contributions to
the Plan without regard to current or accumulated profits. The contributions by
the Employer shall be credited to the Employer Contribution Accounts of
Participants in accordance with Article IV. The Employer shall pay to the
Trustee its contribution for each fiscal year before the close of such fiscal
year or within such other period thereafter as is described in section 404(a)(6)
of the Code.

                  3.2 Associate Savings Contributions (401(k) Portion of the
Plan). Effective July 1, 2001, the Plan shall include an Associate Savings
arrangement under Section 401(k) of the Code. Any Participant in the Plan may
elect to participate in the Associate Savings portion of the Plan. Under the
Associate Savings arrangement, a Participant may elect to have the Company
contribute to the Plan a percentage of his Compensation instead of receiving
that amount as Compensation. The Committee shall establish and change from time
to time in its sole discretion the maximum Associate Savings percentage
allowable under the Plan consistent with and not in violation of legal
limitations. The Associate Savings arrangement will apply only to Compensation
which becomes currently available to the Participant after the effective date of
his Associate Savings election. The Company will apply an Associate Savings
election to Compensation excluding bonuses (and to increases in such
Compensation). The Committee will provide Participants with a procedure for
making Associate Savings elections. Associate Savings elections must be in whole
percentages, and may be made, revoked or revised at any time effective as of the
second payroll period following the date of the election. The Company must make
Associate Savings contributions to the Trust within an administratively
reasonable period of time after withholding the corresponding Compensation from
the Participant.

                  3.2.1 Annual Associate Savings Limitation. A Participant's
Associate Savings for a calendar year may not exceed the Code Section 402(g)
limitation ($10,500 for Plan Years beginning on or after 1/1/2001). The Code
Section 402(g) limitation is the greater of $7,000 or the adjusted amount
determined by the Secretary of the Treasury. If, pursuant to an Associate
Savings agreement, the Company determines the Participant's Associate Savings
contributions to the Plan for a calendar year would exceed the Code Section
402(g) limitation, the Company will suspend the Participant's Associate Savings
agreement, if any, until the following January 1. If the Committee determines a
Participant's Associate Savings contributions already contributed to the Plan
for a calendar year exceed the Code Section 402(g) limitation, the Committee
will distribute the amount in excess of the Code Section 402(g) limitation (the
"Excess Deferral"), as adjusted for allocable income, no later than April 15 of
the following calendar year. If the Committee distributes the Excess Deferral by
the appropriate April 15, it may make the distribution irrespective of any other
provision under this Plan or under the Code. The Committee will reduce the
amount of Excess



                                       13
<PAGE>   14

Deferrals for a calendar year distributable to the Participant by the amount of
Excess Contributions (as determined in Section 3.2.2), if any, previously
distributed to the Participant for the Plan Year beginning in that calendar
year.

         If a Participant participates in another plan under which he makes
elective deferrals pursuant to a Code Section 401(k) arrangement, elective
deferrals under a Simplified Employee Pension, or Associate Savings
contributions to a tax-sheltered annuity, irrespective of whether the Company
maintains the other plan, he may provide the Committee a written claim for
deferrals made for a calendar year which are in excess of the Code Section
402(g) limitation (also "Excess Deferrals"). The Employee must submit the claim
no later than the March 1 following the close of the particular calendar year
and the claim must specify the amount of the Participant's elective deferrals
under this Plan which are Excess Deferrals. If the Committee receives a timely
claim, it will distribute the Excess Deferral (as adjusted for allocable income)
the Participant has assigned to this Plan, in accordance with the distribution
procedure described in the immediately preceding paragraph.

         For purposes of making a distribution of Excess Deferrals pursuant to
this Section, allocable income means net income or net loss allocable to the
Excess Deferrals for the calendar year in which the Participant made the Excess
Deferral, determined in a manner which is uniform, nondiscriminatory and
reasonably reflective of the manner used by the Plan to allocate income to
Participants' Accounts.

                  3.2.2 Actual Deferral Percentage ("ADP") Test. For each Plan
Year, the Committee must determine whether the Plan's Associate Savings
Contributions satisfy either of the following ADP tests:

                  (i) The average ADP for the Highly Compensated Group does not
         exceed 1.25 times the average ADP of the Nonhighly Compensated Group
         for the previous Plan Year; or

                  (ii) The average ADP for the Highly Compensated Group does not
         exceed the average ADP for the Nonhighly Compensated Group for the
         previous Plan Year by more than two percentage points and the average
         ADP for the Highly Compensated Group is not more than twice the average
         ADP for the Nonhighly Compensated Group for the previous Plan Year.

         SPECIAL ADP TEST DEFINITIONS:

         "Distribution Restrictions" means the Participant may not receive a
         distribution of the specified contributions (nor earnings on those
         contributions) except in the event of (1) the Participant's death,
         disability, termination of employment or attainment of age 59 1/2, (2)
         financial hardship satisfying the requirements of Code Section 401(k)
         and the applicable Treasury regulations, (3) a plan termination,
         without establishment of a successor defined contribution plan (other
         than an ESOP), (4) a sale of substantially all of the assets (within
         the meaning of Code Section 409(d)(2)) used in a trade or business, but
         only to an employee who continues employment with the corporation
         acquiring those assets, or (5) a sale by a corporation of its interest
         in a subsidiary (within the meaning of Code Section 409(d)(3)), but
         only to an employee who continues employment with the subsidiary. A
         distribution on



                                       14
<PAGE>   15

         account of financial hardship, as described in clause (2), may not
         include earnings on elective deferrals and Qualified Nonelective
         Contributions, nor any earnings on such contributions. A distribution
         described in clauses (3), (4) or (5) must be a lump sum distribution,
         as required under Code Section 401(k)(10).

         "Excess Contributions" means, for purposes of the ADP test, the amount
         of deferral contributions made by the Highly Compensated Employees
         which causes the Plan to fail to satisfy the ADP test.

         "Eligible Employee" means, for purposes of the ADP test, a Participant
         who is eligible to enter into an Associate Savings agreement for the
         Plan Year, irrespective of whether he actually enters into such an
         agreement.

         "Highly Compensated Group" means the group of Eligible Employees who
         are Highly Compensated Employees for the Plan Year.

         "Nonhighly Compensated Group" means the group of Eligible Employees who
         are Nonhighly Compensated Employees for the Plan Year.

         "Nonelective Contributions" are contributions made by the Company which
         are not subject to a deferral election by an Employee.

                  (A) CALCULATION OF ADP. The average ADP for a group is the
         average of the separate ADPs calculated for each Eligible Employee who
         is a member of that group. An Eligible Employee's ADP for a Plan Year
         is the ratio of the Eligible Employee's deferral contributions for the
         Plan Year to the Employee's Compensation for the Plan Year. In
         determining the ADP, any Highly Compensated Employee's excess deferrals
         as described above to this Plan or any other plan of the Company are
         included, and any Nonhighly Compensated Employee's excess deferrals are
         disregarded. For the Play Year ending December 17, 2001, the "average
         ADP for the Nonhighly Compensated Group for the previous Plan Year"
         shall be three percent.

                   (B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED
         EMPLOYEES. To determine the ADP of any Highly Compensated Employee, the
         deferral contributions taken into account must include any elective
         deferrals made by the Highly Compensated Employee under any other Code
         Section 401(k) arrangement maintained by the Company, unless the
         elective deferrals are to an ESOP. If the plans containing the Code
         Section 401(k) arrangements have different plan years, the Committee
         will determine the combined deferral contributions on the basis of the
         plan years ending in the same calendar year.

                  (C) AGGREGATION OF CERTAIN CODE SECTION 401(K) ARRANGEMENTS.
         If the Company treats two plans as a unit for coverage or
         nondiscrimination purposes, the Company must combine the Code Section
         401(k) arrangements under such plans to determine whether either plan
         satisfies the ADP test. This aggregation rule applies to the ADP
         determination for all Eligible Employees, irrespective of whether an
         Eligible Employee is a Highly Compensated Employee or a Nonhighly
         Compensated Employee. An



                                       15
<PAGE>   16

         aggregation of Code Section 401(k) arrangements under this paragraph
         does not apply to plans which have different plan years and the
         Committee may not aggregate an ESOP (or the ESOP portion of a plan)
         with a non-ESOP plan (or non-ESOP portion of a plan).

                  (D) CHARACTERIZATION OF EXCESS CONTRIBUTIONS. If the total
         amount of a Highly Compensated Employee's Excess Contributions for the
         Plan Year exceeds his deferral contributions or qualified matching
         contributions for the Plan Year, the Committee will treat the remaining
         portion of his Excess Contributions as attributable to Qualified
         Nonelective Contributions. The Committee will reduce the amount of
         Excess Contributions for a Plan Year distributable to a Highly
         Compensated Employee by the amount of excess deferrals (as determined
         above), if any, previously distributed to that Employee for the
         Employee's taxable year ending in that Plan Year.

                  (E) CALCULATION OF EXCESS CONTRIBUTIONS. If the Committee
         determines the Plan fails to satisfy the ADP test for a Plan Year, it
         may distribute the Excess Contributions, as adjusted for allocable
         income, during the next Plan Year. However, the Company may incur an
         excise tax with respect to the amount of Excess Contributions for a
         Plan Year not distributed to the appropriate Highly Compensated
         Employees during the first 2 1/2 months of that next Plan Year. The
         Committee will distribute to each Highly Compensated Employee his
         respective share of the Excess Contributions. The Committee will
         determine the total Excess Contributions by starting with the Highly
         Compensated Employee(s) who has the greatest ADP, reducing his ADP (but
         not below the next highest ADP), then, if necessary, reducing the ADP
         of the Highly Compensated Employee(s) at the next highest ADP level
         (including the ADP of the Highly Compensated Employee(s) whose ADP the
         Committee already has reduced), and continuing in this manner until the
         average ADP for the Highly Compensated Group satisfies the ADP test.

                  (F) DISTRIBUTION OF EXCESS CONTRIBUTIONS. After the Plan
         Administrator has determined the total excess contribution amount, the
         Trustee, as directed by the Plan Administrator, then will distribute to
         each Highly Compensated Employee his/her respective share(s) of the
         Excess Contributions. The Plan Administrator will determine the
         respective share(s) of Excess Contributions by starting with the Highly
         Compensated Employee(s) who has the highest dollar amount of elective
         contributions, reducing his/her elective contributions (but not below
         the next highest level of election contributions), then, if necessary,
         reducing the elective contributions of the Highly Compensated
         Employee(s) at the next highest level of elective contributions,
         including the elective contributions of the Highly Compensated
         Employee(s) whose elective contributions the Plan Administrator already
         has reduced (but not below the next highest level of elective
         contributions), and continuing in this manner until the Trustee has
         distributed all Excess Contributions.



                                       16
<PAGE>   17

         (G) ALLOCABLE INCOME. To determine the amount of the corrective
         distribution required under this Section, the Committee must calculate
         the allocable income for the Plan Year in which the Excess
         Contributions arose. "Allocable income" means net income or net loss.
         To calculate allocable income for the Plan Year, the Committee will use
         a uniform and nondiscriminatory method which reasonably reflects the
         manner used by the Plan to allocate income to Participants' Accounts.


                  3.3 Employee's Voluntary Contributions - Employee voluntary
contributions are not permitted under the Plan.

                  3.4 Fund for Exclusive Benefit of Participants - The assets of
the Trust Fund shall be held hereunder for the exclusive benefit of the
Participants and their Beneficiaries for the purpose of distributing to such
Participants and Beneficiaries both the corpus and income of the Trust Fund in
accordance with the provisions of Article V hereof, provided, however, the
assets of the Trust Fund may be used for the payment of taxes, Trustee and
investment management fees and other administration expenses, including, but not
limited to, fees for services rendered to the Plan or Trust by attorneys,
accountants and consultants, which shall be paid from the Trust Fund except in
those cases where the Company elects to pay such expenses. No part of the Trust
Fund corpus or income shall be used for or diverted to purposes other than for
the exclusive benefit of Participants and beneficiaries under the Plan, whether
by operation of low or natural termination of contracts, by power or revocation
or amendment, by the happening of a contingency, by collateral arrangement or by
any other means; provided that the Employer hereby reserves the right to amend
or revoked the Plan at any time as provided in Articles IX and X hereof.

                  To the extent permitted by the Code and notwithstanding
anything herein to the contrary, upon the Employer's request, a contribution
which was made by a mistake of fact, or conditioned upon the deductibility of
the contribution under section 404 of the Code, shall be returned to the
Employer within one year after the payment of the contributions or the
disallowance of the deduction for such contribution (to the extent disallowed),
whichever is applicable.

                  3.5 ESOP Transfer Accounts - There shall be no withdrawals of
any portion of any ESOP Transfer Account by any Participant until such time as
he is otherwise eligible to receive the amount credited to his Employer
Contribution Account under this Plan (or would have been eligible, had he been
vested in any part of his Employer Contribution Account), provided, however, and
notwithstanding the foregoing, in the event of the termination of a
Participant's Employment with the Employer, as contemplated under Section 5.5 of
the Plan, for any reason prior to retirement or death, such terminated
Participant shall have the right to receive all, but not less than all, of the
amount standing to his credit in his ESOP Transfer Account, upon written request
submitted to the Plan Administrator at any time after such termination. Upon
receipt of any such request, the amount in such ESOP Transfer Account shall be
distributed as directed by the terminated Participant as promptly as practicable
thereafter.



                                       17
<PAGE>   18

                  3.6 Military Service - Notwithstanding any provision of the
Plan to the contrary, contributions, benefits and service credit with respect to
qualified military service shall be provided in accordance with Code section
414(u).

                  3.7 Trust to Trust Transfers - The Plan, subject to the
approval of the Committee, may accept a transfer of assets from another
qualified retirement plan sponsored by an Affiliated Employer for the benefit of
a former employee of such Affiliated Employer who becomes an Employee of the
Company. The Plan shall not accept any direct or indirect transfers from a plan
which is subject to Section 401(a)(11) of the Code.

The Committee may direct the Trustee to transfer the assets credited to the
Account of a Participant or Former Participant to another employer's retirement
plan, provided immediately prior to the transfer, the transferee plan contains a
provision permitting such transfer and is qualified under Section 401(a) of the
Code and the related trust is exempt under Section 501(a) of the Code.

                  3.8 Rollovers - An Employee who receives a distribution of his
entire interest from another retirement plan that is qualified under section
401(a) of the Code on the date of distribution may, with the written consent of
the Plan Administrator and in accordance with procedures adopted by the Plan
Administrator, transfer all or a part of such distribution to the Trustee under
the Plan. The amount so transferred may only include cash. In applying the
provisions of this Section 3.8, the following provisions shall apply:

                  3.8.1 Employees Eligible: An Employee shall be eligible to
         roll an amount into the Plan pursuant to this Section 3.8 only if the
         Employee is otherwise eligible to participate in the Plan under Section
         2.1(a) (without regard to the service conditions contained in Section
         2.1(b)). If an Employee who makes such a transfer has not completed the
         serviced requirements of Section 2.1(b), his Rollover Account shall
         represent his sole interest in the Plan until he becomes a Participant.

                  3.8.2 Timing: the transfer to the Trustee must occur on or
         before 60 days following receipt by the Employee of such distribution.
         If such distribution was previously deposited in an individual
         retirement account or individual retirement annuity as defined in
         section 408 of the Code, the transfer must occur on or before 60 days
         following receipt by the Employee of all or any portion of the balance
         to his credit under such individual retirement account or individual
         retirement annuity.

                  3.8.3 Distributions Eligible for Rollover: The distribution
         made to the Participant must be an "Eligible Rollover Distribution" (as
         defined in Section 5.1(iii) of the Plan). The amount transferred to the
         Trust shall be limited to the maximum rollover amount as provided in
         section 402(c)(2) of the Code.

                  3.8.4 Accounting: The amount transferred to the Trustee shall
         be credited to the Participant's Rollover Account. The assets in the
         Rollover Account shall be administered by the trustee in the same
         manner as other trust assets. The other provisions of this Plan
         notwithstanding, however, no part of the Participant's Roller Account
         may, within the



                                       18
<PAGE>   19

         meaning of any state of federal securities law, be invested or deemed
         invested, whether at the direction of the Participant or any other
         person, in stock or securities issued by the Employer or any of its
         affiliates.

                  3.8.5 Distributions: There shall be no withdrawals of any
         portion of any Rollover Account by any Participant until such time as
         he is otherwise eligible to receive the amount credited to his Employer
         Contribution Account under this Plan (or would have been eligible, had
         he been vested in any part of his Employer Contribution Account);
         provided, however, that in the event of the termination of a
         Participant's Employment with the Employer, as contemplated under
         Section 5.5 of the Plan, for any reason prior to retirement or death,
         such terminated Participant shall have the right to receive all, but
         not less than all, of the amount standing to his credit in his Rollover
         Account, upon written request submitted to the Plan Administrator at
         any time after such termination. Upon receipt of any such request, the
         amount in such Rollover Account shall be distributed as directed by the
         terminated Participant as promptly as practicable thereafter.


                                       19
<PAGE>   20

                                   ARTICLE IV
                            INTEREST OF PARTICIPANTS

                  4.1 Accounts of Participants - The Trustee shall, as
applicable, maintain five separate accounts on its books for each Participant,
for record keeping purposes only: (i) ESOP Transfer Account, (ii) Employer
Contribution Account, (iii) Associate Savings Account, (iv) Qualified
Nonelective Contributions Account, (v) Rollover Account and (vi) Mandatory
Employer Stock Account. The maintenance of individual accounts is primarily for
accounting purposes, and a segregation of the assets of the Trust Fund to each
account shall not be required. Distributions and withdrawals made from an
account shall be charged to the accounts as of the date paid. The Trustee may
create subaccounts for any Account, including subaccounts to reflect the
investment directions of Participants in accordance with Section 6.2.

                  4.2 Allocation of Income, Expenses, Fluctuations in Asset
Value, Etc. - As of the close of business on each Valuation Date, the Trustee
shall:

                  (a) Determine, in such reasonable ways and from such
information as the Trustee may deem appropriate the fair market value of the
Trust Fund, including the fair market value of the separate investment funds of
the Trust Fund in accordance with Section 6.2, but excluding any contributions
to the Plan since the next preceding Valuation Date.

                  (b) Make appropriate adjustments in the Associate Savings
Account, Qualified Nonelective Contributions Account, ESOP Transfer Account,
Rollover Account, Employer Contribution Account and Mandatory Employer Stock
Account of all Participants, former Participants and Beneficiaries who have
unpaid balances in their accounts at such time, by allocating pro rata among
such accounts based on the respective balances thereof as of the next preceding
Valuation Date (but after first reducing each such Account balance by any
distribution from the Account since the next preceding Valuation Date), any
increases and decreases in the value of the assets of the Trust Fund (or the
separate investment funds in which the Participant has directed an investment in
accordance with Section 6.2) and nay income (other than contributions),
expenses, and realized gains and losses of the Trust Fund (or the separate
investment funds) since such preceding Valuation Date.

                  4.3 Allocation of Contributions - As of each Annual Valuation
Date, and after the allocation provided in Section 4.1 above, the current
contribution of the Employer shall be allocated to the respective Employer
Contribution Accounts of all Participants who are employed by the Employer on
the last day of such Plan Year and who have a Year of Service for such Plan Year
in the same proportion as the Annual Compensation of each such Participant for
such year bears to the aggregate Annual Compensation of all such Participants
for such year.

                  4.4 Disposition of Forfeitures -

                  (a) Participants Who Terminate Employment - In the case of an
Employee who has terminated Employment and who was a Participant except for such
termination of his Employment, the amount standing to his credit in his Employer
Contribution Account in which he has no Vested Interest shall be forfeited. Such
forfeiture shall take place at a time and in the



                                       20
<PAGE>   21

manner, at the sole discretion of the Plan Administrator, after the Participant
terminates Employment, as set forth in the Plan's Administration Manual. After
termination of his Employment, a former Employee's Vested Interest shall be
distributed or held for distribution in accordance with Sections 5.6 and 5.7
hereof.

                  (b) Reinstatement of Employer Contribution Account - If a
Participant who has no Vested Interest in his Employer Contribution Account
incurs a Break in Service, and if the Participant is Reemployed by the Employer
prior to incurring five (5) consecutive one (1) year Breaks in Service, upon
such Reemployment, the amount in his Employer Contribution Account (including
his Mandatory Employer Stock Account) at the time he terminated Employment shall
be restored, either out of the Forfeiture Account or by an additional Employer
contribution.

                  (c) Payment of Plan Expenses - Effective December 17, 2000,
Forfeitures may be used to reduce the Plan's ordinary and necessary
administrative expenses as described in Section 8.13. The Trustee will pay all
such Plan expenses, which may include reimbursement of the Employer, at the
direction of the Plan Administrator.

                  (d) Maintenance of Forfeiture Account - The Forfeiture Account
will be maintained, with earnings thereon, and used for the reinstatement of
Employer Contribution Account (including his Mandatory Employer Stock Account)
under Section 4.4(b) above and for the payment of Plan expenses under Sections
4.4(c) and 8.13 until such time as the Plan is (i) involved in either a merger
or spinoff with another plan, (ii) terminated, or (iii) amended to provide for
the complete discontinuance of contributions to the Plan (collectively the
"Allocation Events"). Prior to the occurrence of any of the Allocation Events,
there shall be no ongoing requirement to use or otherwise allocate any amount
from the Forfeiture Account except as the Plan Administrator shall direct. Upon
the occurrence of any of the Allocation Events, the entire balance remaining in
the Forfeiture Account after the payment of allowable plan expenses will be
allocated to Participants in the Plan as provided in Section 10.2 hereof. In no
event shall any amounts in the Forfeiture Account be used for any purposes other
than as stated in Sections 4.4(b), 4.4(c), 8.13 or 10.02 hereof. Effective
December 19, 1999, Forfeitures that are not allocated to reinstated Employer
Contribution Accounts pursuant to this Section 4.4(b) may be used, at the
election of the Plan Administrator, to reduce Employer contributions or for the
payment of Plan expenses as provided in Section 4.4(c).

                  4.5 Maximum Additions - Notwithstanding anything contained
herein to the contrary, the annual addition made to the accounts of a
Participant for any Plan Year shall not exceed the lesser of $35,000 (or, if
greater, 1/4 of the dollar limitation in effect under section 415(b)(1)(A) of
the Code) or 25% of the Participant's Annual Compensation for such Plan Year.
Such annual additions shall include the sum of Employer Contributions, Associate
Savings Contributions, Qualified Nonelective Contributions, Forfeitures, and
Employee Contributions (if permitted), but shall not include any rollover
contributions made pursuant to Section 3.4 or 3.6.

                  If such annual additions with respect to any Participant for
any Plan Year would exceed the limitation set forth in the immediately preceding
paragraph, the excess amounts shall be treated in accordance with the following
in the order indicated:



                                       21
<PAGE>   22

                  (a) Any excess shall be reallocated to the other Participants
in accordance with the method of allocation under Section 4.3 hereof to the
extent that such allocations do not cause the annual additions to any such other
Participant's account to exceed the limitations set forth in the first paragraph
of this Section 4.5

                  (b) To the extent that such allocation or reallocation of
excess amounts causes the limitations set forth in the first paragraph of this
Section 4.5 to be exceeded with respect to each Participant for the Plan Year,
then such amounts will be held unallocated in a suspense account, to be
allocated in the next Plan Year(s) in accordance with Section 4.3 hereof. If
such a suspense account is in existence at any time in accordance with this
provision, all amounts in such suspense account must be allocated before any
Employer contributions which would constitute such annual additions may be made
to the Plan. Investment gains and losses and other income shall not be allocated
to such suspense account. Upon termination of the Plan, any amount remaining in
such suspense account which is unallocable shall revert to the Employer.

                  Notwithstanding the foregoing, for Plan Years which commence
prior to January 1, 2000, the otherwise permissible annual additions for any
Participant under this Plan shall be further reduced to the extent necessary, as
determined by the Plan Administrator, to prevent disqualification of the Plan
under section 415(e) of the Code, which imposes additional limitations on the
benefits payable to Participants who also may be participating in another tax
qualified pension, profit sharing, savings or stock bonus plan of the Employer.
The Plan Administrator shall advise affected Participants of any additional
limitation on their annual additions required by the preceding sentence.

                  For purposes of applying the limitations imposed in this
Section 4.5, all defined contribution plans (as defined under ERISA) maintained
by the Employer or otherwise required to be aggregated under section 414 of the
Code will be considered to be a single defined contribution plan.

                  (c) Correction of Annual Additions Limitation. If, as a result
of a reasonable error in determining the amount of Associate Savings
Contributions an Employee may make without violating the limitations of this
Section with respect to Annual Additions, an Excess Amount results, the
Committee will return the Excess Amount (as adjusted for allocable income)
attributable to the Associate Savings Contributions. The Committee will make
this distribution before taking any corrective steps pursuant to Section 3.2.2.
The Committee will disregard any Associate Savings Contributions returned under
this for purposes of Sections 3.2.1.


                                       22
<PAGE>   23

                                    ARTICLE V
                                    BENEFITS

                  5.1 Normal Retirement Benefits - A Participant retiring under
the Plan at his Normal Retirement Date shall be entitled to receive the entire
amount of his interest in the Plan, computed as of the Valuation Date coincident
with or next preceding his Normal Retirement Date, the manner of payment of such
benefits to be determined under the provisions of Section 5.6 hereof. A
Participant's interest in his Employer Contribution Account shall become
nonforfeitable upon attainment of his Normal Retirement Age.

                  5.2 Disability Benefits - In the event a Participant shall
suffer a Permanent and Total Disability, he shall be entitled to retire under
the Plan for disability and to receive the entire account of his interest in the
Plan, computed as of the Valuation Date coincident with or next preceding the
date of his actual retirement for disability, the manner of the payment of such
benefits to him to be determined as provided in Section 5.6 hereof.

                  5.3 Postponed Retirement - Except as otherwise required by
law, a Participant may continue to be Employed by the Employer after his Normal
Retirement Date. In the event a Participant remains Employed after his Normal
Retirement Date, he shall continue to be a Participant just as if he had not yet
attained his Normal Retirement Date. When such a Participant actually retires,
he shall be entitled to receive the entire amount of his interest in the Plan
computed as of the date of his actual retirement if such date is a Valuation
Date, or if not a Valuation Date, then as of the Valuation Date next preceding
the date of his actual retirement, the manner of payment of such benefits to him
to be determined as provided in Section 5.6 hereof.

                  5.4 Death Benefits - In the event of the death of a
Participant, before or after his retirement hereunder, there shall be payable to
the Beneficiary or Beneficiaries designated by him (or, in accordance with
Article VII, to the Beneficiaries therein specified if no then-living
Beneficiary or Beneficiaries have been designated by such Participant) in
accordance with the provisions for payment of benefits under Section 5.6 hereof:

                  (a) If death precedes the commencement of payments to an
Employee of his Vested Interest in the Plan, the entire interest of the Employee
in the Plan, computed as of the Valuation Date coincident with or next preceding
his death shall be distributed within five (5) years after the death of such
Employee, the payment of such benefits to be made in such manner as may be
determined under the provisions of Section 5.6.

                  (b) If death occurs after distribution to the Employee of his
Vested Interest in the Plan has commenced, the undistributed balance of the
Vested Interest of such Employee shall be distributed in a lump sum to his
designated Beneficiary on or before the last day of the Plan Year in which the
Participant dies.

                  (c) For purposes of Section 5.4(a), a distribution to a child
shall be treated as if it had been paid to the surviving spouse of the Employee
is such amount will become payable



                                       23
<PAGE>   24

to the surviving spouse upon such child's reaching majority (or such other event
designated and permitted under the regulations.)

                  5.5 Termination Benefits -

                  (a) Vested Interest - If prior to retirement (including
retirement due to a Permanent and Total Disability) or death, the Participant's
Employment with the Employer (or former Participant who is still an Employee of
the Employer and who has not been paid his entire interest in the Plan) is
terminated for any reason whatsoever, such terminated Participant shall be
entitled to receive, in lieu of all other benefits and rights under this Plan,
the entire amount standing to his credit in his Associate Savings Account,
Qualified Nonelective Contributions Account, ESOP Transfer Account and his
Rollover Account, and the following percentage of the amounts standing to his
credit in his Employer Contribution Account and Mandatory Employer Stock Account
determined as of the Valuation Date coincident with or next preceding such
termination of his Employment:

                                                         PERCENTAGE SUBJECT
         YEARS OF SERVICE           VESTED PERCENTAGE       TO FORFEITURE
         ----------------           -----------------       -------------

         Less than 5                         0%                     100%
         5 or more                         100%                       0%

                  (b) For vesting purposes, Years of Service shall be calculated
on the basis of the Plan Year, and shall include all Plan Years in which an
Employee completes 1,000 or more Hours of Service, whether or not the Employee
receives an Employer contribution for such Plan Year.

                  (c) Time of Payment - Except as provided in Section 5.5(d), if
a Participant terminates employment after attaining age 60 or due to his death,
or terminates employment for any reason and consents to immediate distribution
of his benefit in accordance with Section 5.5(e), distribution of his Vested
Interest shall be made as soon as administratively feasible following the
Participant's termination of service and, if applicable, consent to
distribution.

         Benefits shall be payable in accordance with Section 5.6. Pending
commencement of payment thereof, the amount so payable shall be maintained as
provided in Section 5.7 hereof. Such payment shall be made to and accepted by
the Participant in full and final satisfaction and settlement of any and all of
his claims and rights under the Plan and in the Trust Fund.

         In the event a former Participant entitled to benefits under this
Section 5.5 dies before such benefits shall have been paid in full, then the
balance of such interest standing to his credit in his Account as of the date of
his death shall be payable to the Beneficiary or Beneficiaries designated by him
or to those specified in Article VII, in accordance with the provisions hereof
applicable to the payment of death benefits after retirement.

                  (d) Lump Sum Payment of Value of Small Benefits -
Notwithstanding any other provision of the Plan, if upon termination of
Employment, a Participant's Vested Interest in



                                       24
<PAGE>   25

his Account is not in excess of $3,500 ($5,000 for Plan Year 1998 and every Plan
Year thereafter) then the Plan Administrator shall direct the payment of such
interest in a lump sum to such Participant or his designated Beneficiary and
such distribution shall not require the consent of the Participant or his
Beneficiary.

                  (e) If upon termination of Employment, a Participant's Vested
Interest in his Account exceeds $5,000 and such termination is prior to age 60
and is not on account of death, no distribution shall be made to the Participant
shall until such time as the Participant consents to such distribution, attains
age 62, or dies. No more than 90 days and no less than 30 days before the date
as of which the Participant would be entitled to receive a distribution of his
Account, the Participant shall be provided with a notice explaining his rights
with regard to such distribution of his Account. No consent by a Participant to
a distribution shall be valid unless it is received after the Participant
receives the notice described in the preceding sentence and not more than 90
days before the date as of which the Participant receives the distribution.

                  5.6 Payment of Benefits - The benefits to which a retiring,
disabled, or otherwise terminated Participant is entitled upon his retirement,
disability or other termination of Employment, as the case may be, shall be paid
in a lump sum. Death benefits shall be payable to the Beneficiary in the form of
a lump sum.

                  5.7 Maintenance of Accounts Prior to Payout - After a
Participant's Employment terminates and prior to the distribution of all of his
benefits to him or to his Beneficiary(ies), as the case may be, the balance of
his Account, as it may exist from time to time, shall be maintained in the
following manner:

                  (a) Those amounts in his Employer Contribution account which
were not vested upon termination of his Employment, if any, shall be maintained
or applied in accordance with Section 4.4

                  (b) The Trustee shall segregate the former Participant's
Account as of the date his Employment terminated, and such segregated Account
shall not thereafter share in any allocations pursuant to Section 4.3. The
balance in such segregated Account shall remain invested as a part of the Trust
Fund pending distribution, sharing in the net income, net loss, net appreciation
and net depreciation of the Trust Fund in accordance with Section 4.2 and
Article VI to the same extent as if such Account had not been segregated, with
the Trustee (and former Participants as of May 1, 1994, having the same powers
of investment, reinvestment and commingling as for all other assets of the Trust
Fund). In the event the balance of a former Participant's Vested Interest is
distributed on a date other than a Valuation Date, the amount of such
distribution shall be the former Participant's Account balance as determined on
the Valuation Date next preceding the date of such distribution.

                  5.8 Commencement of Payments -

                  (a) Notwithstanding anything herein to the contrary, benefit
payments hereunder shall commence not later than sixty (60) days after the later
of (i) the date on which a Participant reaches his Normal Retirement Date, (ii)
the calendar year in which occurs the tenth anniversary of the year in which
such Participant commenced participation, or (iii) the Plan Year



                                       25
<PAGE>   26

in which such Participant's Employment with the Employer and any Affiliated
Employer terminates.

                  (b) Required Commencement Date - Notwithstanding any other
provision of this Plan to the contrary, payment of any Participant's Vested
Interest shall be made in a lump sum by the April 1 following the later of (i)
the calendar year in which the Participant attains age 70-1/2, or (ii) the Plan
year in which the Participant retires or otherwise separates from Employment;
provided, however, that in the case of a Participant who is a 5% owner at any
time during the Plan Year ending in the calendar year in which the Participant
attains age 70-1/2, payment shall be made by the April 1 following the calendar
year in which the Participant attains such age.

                  5.9 Errors in Participant's Accounts - When an error or
omission is discovered in any Account of a Participant, the Trustee shall be
authorized to make such equitable adjustments as may be appropriate as of the
Plan Year in which the error or omission is discovered.

                  5.10 Loans to Participants - This Section 5.11 shall be
effective as of May 1, 1994 or as soon as administratively practicable
thereafter as determined by the Plan Administrator. The Plan Administrator shall
administer the loan program. Upon written application of the Participant in such
form as may be specified by the Plan Administrator, the Plan Administrator may
direct the Trustee to make a loan to the Participant. The Plan Administrator
shall specify in a separate written document, which shall form a part of the
Plan, the basis on which loans shall be approved or denied and the limitations
(if any) on the types of loans available. The application and the resulting loan
must meet the terms and conditions specified in the following provisions of this
Section 5.11.

                  (a) A Participant may not have more than one (1) loan
outstanding at the same time.

                  (b) No loan shall be granted for less than one thousand
dollars ($1,000).

                  (c) The maximum permissible loan available to a Participant
shall not exceed the lesser of:

                           (i) fifty thousand dollars ($50,000) reduced by the
         excess (if any) of:

                                    (A) the highest outstanding balance of a
                           loan from the Plan during the one (1) year period
                           ending on the day before the date on which the loan
                           was made, over

                                    (B) the outstanding balance of a loan from
                           the Plan on the date on which such loan was made; or

                           (ii) one-half (1/2) of the present value of the
         Participant's Vested Interest under the Plan;



                                       26
<PAGE>   27

provided however, the amount available to be loaned to the Participant shall be
further limited by the requirement that based on the loan's interest rate,
amount of the requested loan and the repayment period, the projected biweekly
payroll deduction for repayment of principal and interest may not exceed thirty
percent (30%) of the Participant's biweekly regular wages (excluding overtime
pay, bonuses, and commissions of all kinds), which shall for these purposes be
the average biweekly regular wages for the Participant in the immediately
preceding plan Year quarter.

                  (d) The initial repayment period may not exceed forty-eight
(48) months.

                  (e) Loans made pursuant to this Section 5.11 shall be
available only to Participants who are actively Employed by the Employer at the
time the loan is made, former Participants and Beneficiaries who are parties-in
interest.

                  (f) The loan amount shall be withdrawn pro rata from the
Participant's Associate Savings Account, Qualified Nonelective Contributions
Account, ESOP Transfer Account, his Rollover Account and his Employer
Contribution Account. Any such loan withdrawals shall be prorated among the
Investment Funds in which the Participant's Associate Savings Account, Qualified
Nonelective Contributions Account, ESOP Transfer Account, his Rollover Account,
and his Employer Contribution Account are invested.

                  (g) Interest on any loan hereunder shall be based on a
reasonable rate of interest as determined by the Plan Administrator. The
interest rate shall provide the Plan with a return commensurate with the
interest rates charged by persons in the business of lending money for loans
which would be made in similar circumstances. The Plan Administrator shall
specify, in a separate written document forming part of the Plan, a procedure
for determining a reasonable interest rate. The interest rate, once fixed, shall
remain in effect for the duration of the loan.

                  (h) Notwithstanding the initial loan term provided in section
5.11(d), all loans must be repaid within a period of five (5) years, with a
minimum repayment period of twelve (12) months provided, however, if the purpose
of the loan is for the Participant to acquire his principal residence, the
period of the loan shall be ten (10) years, or less if a shorter period is
specified by the Participant. No loan from the Plan which is initially required
to be repaid within such 5-year period may be subsequently renewed or extended
for payment beyond such 5-year period provided that "10-year period" shall be
substituted for "5-year period" in the case of a loan to acquire the
Participant's principal residence. The repayment schedule of any loan hereunder
shall be determined at the time any such loan is made and a copy shall be
furnished the Trustee. Repayment of any loan shall be by payroll deduction (or
with Plan Administrator consent by a lump sum payment for final loan payments).
Except as may be provided in regulations, each loan to which this Section 5.11
applies must provide for a substantially level amortization of the loan with
payments being made not less frequent than quarterly.

                  (i) The loan shall be collateralized by a portion of the
borrowing Participant's account, equal to the lesser of: (i) the amount of the
loan, or (ii) fifty percent (50%) of the Participant's Account. Notwithstanding
the preceding, if the loan is for the purpose of



                                       27
<PAGE>   28

purchasing the Participant's primary residence, then the Plan Administrator may
also require such residence to collateralize the loan.

                  (j) A loan shall be in default if the Participant fails to
make any payment when due or if there occurs such other circumstances as may be
prescribed by the Plan Administrator in a separate written document which shall
form a part of the Plan. If a loan is in default, execution on the defaulting
Participant's Account shall be accomplished when and to the extent the Account
is distributed to the Participant, or at such other time deemed necessary by the
Plan Administrator to prevent a loss to the Plan and which is consistent with
the Code and applicable regulations.

                  (k) If a Participant terminates Employment, any loan
outstanding to the Participant shall become immediately due and payable to the
Plan. If the portion of a Participant's Account securing his loan otherwise
become payable to the Participant hereunder, the amount of the loan that is due
shall be satisfied by applying against it the portion of the Participant's
Account that secures the loan. The Participant's Account shall be
correspondingly reduced prior to making the distribution to or on behalf of the
Participant.

                  (l) Loans shall be held by the Trustee as a segregated
investment of the borrowing Participant's Account and any loan principal and
interest payments thereon shall be credited solely to such borrowing
Participant's Account and be invested in accordance with the Participant's then
current investment election.

                  (m) Participants' requests for loans shall be processed as
soon as practical after a fully complete loan request is filed with the Plan
Administrator. In accordance with rules established by the Plan Administrator,
loan initiation charges and annual loan maintenance fees will be charged against
the Participant's Account.

                  5.11 No Other Benefits or Withdrawals - Except as expressly
provided for in this Article V or in Section 3.5, for so long as this plan
continues in effect, no individual, whether a Participant, former Participant,
Beneficiary or otherwise, shall be entitled to any payment or withdrawal of
funds from the Trust Fund. This prohibition applies to Trust Funds attributable
to individual contributions as well as those attributable to other sources.

                  5.12 Direct Transfer of Eligible Rollover Distributions -

                           (i) Notwithstanding any provision of the Plan to the
         contrary, with respect to any distribution made on or after January 1,
         1993, 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.

                           (ii) For the purposes of this Section 5.13, the
         following definitions shall apply:

                           (iii) "Eligible Rollover Distribution" shall mean any
         distribution of all or any portion of the balance to the credit of the
         Distributee in this Trust or in any other qualified trust described in
         section 401(a) of the Code which is exempt from tax under



                                       28
<PAGE>   29

         section 501(a) of the Code, except that an Eligible Rollover
         Distribution shall 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 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 includable in gross income
         (determined without regard to the exclusion for net unrealized
         appreciation with respect to Company Stock).

                           (iv) "Eligible Retirement Plan" shall mean 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 which is exempt
         from tax under section 501(a) of the Code, that accepts the
         Distributee's Eligible Rollover Distribution. However, in the case of
         an Eligible Rollover Distribution to the surviving spouse, an Eligible
         Retirement Plan shall mean only an individual retirement account or
         individual retirement annuity.

                           (v) "Distributee" shall mean an Employee or former
         Employee. In addition, the Employee's or former Employee's surviving
         spouse and the Employee's or former Employee's spouse or former spouse
         who is the alternate payee under a qualified domestic relations order,
         as defined in section 414(p) of the Code, are Distributees with regard
         to the interest of the spouse or former spouse.

                           (vi) "Direct Rollover" shall mean a payment to the
         Eligible Retirement Plan specified by the Distributee either by direct
         transfer from the Plan, or by delivery of the distribution check by the
         Distributee, provided such check is made out in a manner to ensure that
         it is negotiable only by the trustee of the Eligible Retirement Plan.

                           (vii) The Employer will provide the Participant a
         written notice as required by Code section 402(f) which provides a
         general description of the Distributee's distribution options and
         notice of the Distributee's other rights, if any, to defer receipt of
         the distribution. Such notice will be given within the time period
         specified in Reg.ss.1.411(a)-11(c); provided, however, that if the
         distribution is one to which Code sections 401(a)(11) and 417 do not
         apply, such distribution may commence less than 30 days after the
         required notice is given, provided that

                           (A) the Committee clearly informs the Participant
                           that the Participant has a right to a period of at
                           least 30 days after receiving the notice to consider
                           the decision of whether or not to elect a
                           distribution (and, if applicable, a Participant
                           distribution option), and

                           (B) the Participant, after receiving the notice,
                           affirmatively elects a distribution.


                  5.14 In-Service Withdrawals



                                       29
<PAGE>   30

                  (a) A Participant who is an Employee and has attained age 59
1/2 may make withdrawals from the Accounts listed in paragraph (b) below.

                  (b) The withdrawal amount shall come only from the Vested
Interest of the Participant's Accounts, in the following priority order:

                           Associate Savings Account
                           Qualified Nonelective Contribution Account
                           Rollover Account
                           Employer Contribution Account (other than Mandatory
                           Employer Stock)
                           ESOP Transfer Account
                           Mandatory Employer Stock Account

                  (c) The maximum number of withdrawals permitted from these
Accounts after age 59 1/2 in any 12-month period is one.

                  (d) A withdrawal from a Participant's Account after age 59 1/2
shall not affect his or her ability to receive an allocation of further
contributions under the Plan.

                  (e) The following rules govern in-service withdrawals:

                           (i) The minimum amount for any type of withdrawal is
                  $1,000.

                           (ii) A Participant must submit a completed withdrawal
                  request form to the Administrator (or apply in such other
                  manner as the Plan Administrator may provide) to apply for any
                  type of withdrawal.

                           (iii) The Administrator is responsible for
                  determining that a withdrawal request conforms to the
                  requirements described in this Section and notifying the
                  Trustee of any payments to be made in a timely manner.

                            (iv) With respect to any such distributions,
                  notwithstanding any provision of the Plan to the contrary that
                  would otherwise limit a Distributee's election under this
                  Section, a Distributee may elect, at the time and in the
                  manner prescribed by the 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.


                                   ARTICLE VI
                   INVESTMENT OF CONTRIBUTIONS; COMPANY STOCK

                  6.1 Trust - All assets of and contributions to the plan shall
be held in Trust by the Trustee, pursuant to the terms of the Trust Agreement
entered into between the Company and the Trustee, the terms of which are
specifically incorporated by reference into this Plan document. The Trustee
shall hold and manage the assets of the Plan, subject to the right of the


                                       30
<PAGE>   31

Company to appoint an Investment Manager for all or any portion of the Trust
Fund and to the right of Participants to direct the investment of their Accounts
in accordance with section 6.2 below. It is expressly permissible under the Plan
for Trust assets to be invested in qualifying employer securities, as that term
is defined in section 407(d)(5) of ERISA, up to and including sixty percent
(60%) of total Trust Fund assets. If Company Stock is purchased other than on
the open market, it will be valued in good faith and based on all relevant
factors including current market value.

                  6.2 Participant Directed Investments - Effective as of May 1,
1994, a Participant shall have the exclusive right to direct the investment of
amounts credited to his Account in accordance with this Section 6.2.
Notwithstanding the previous sentence, for Plan Years beginning in 1999, the
Company may require that a portion of any Company contribution be exclusively
invested in Company Stock and not subject to Participant investment discretion.
Such amounts shall be held in the Participant's Mandatory Employer Stock
Account. Any such action by the Company shall be evidenced by a written
resolution of the Board and shall set forth the exact percentage of such
contribution to be invested in Company Stock.

                  (a) In General - A Participant shall direct the investment, or
change the direction of the investment, of the amounts credited to his Account
by communicating such direction to the Plan Administrator (or its agent) in
writing on forms provided by the Plan Administrator or through a telephone
enrollment system provided for such purpose (or through any other method made
available by the Plan Administrator), in accordance with such rules as may be
established by the Plan Administrator.

                  Any investment direction submitted by a Participant must
specify, in 1.0% increments, the percentage of his Account and ongoing
contributions to be invested in one or more of the separate investment funds
(the "Investment Funds") selected by the Committee from time to time pursuant to
Section 6.2(b) and must specify whether such investment instructions apply to
existing Account balances, future contributions, or both. To the extent
permitted by applicable law and regulations, if a Participant fails to submit a
statement of direction properly directing the investment of 100% of his Account,
any portion not properly directed shall be invested in the Stable Value Fund.

                  A Participant will be able to change his investment election
daily. A Participant's investment instruction shall take effect by the first
business day immediately following the day on which the Participant gives such
instruction.

                  (b) Investment Options - The separate Investment Funds made
available under the Plan from time to time shall be selected by the Committee,
and the Committee shall have the authority and discretion to add, remove or
substitute Investment Funds from time to time as it deems appropriate in
accordance with the procedures specified in Section 8.7.

                  (c) The Participant will have the sole responsibility for the
investment of his Account among the available Investment Funds, and no fiduciary
or other person will have any liability for any loss or diminution in value
resulting from a Participant's exercise of such investment responsibility. It is
intended that Section 404(c) of ERISA will apply to a



                                       31
<PAGE>   32

Participant's exercise of investment responsibilities under this Plan and that
the Plan Administrator will take all actions required to comply with the
provisions of Section 404(c) of ERISA.

                  (d) As of each Valuation Date, the Plan Administrator and the
Trustee shall determine the fair market value of the Investment Funds, and shall
determine the gain or loss experienced by each such Investment Fund since the
immediately preceding Valuation Date. Each Participant's Account shall be
credited with a percentage of such gain or debited with a percentage of such
loss by multiplying the aggregate gain or loss of the Investment Fund by a
fraction, the numerator of which for each Participant is the value of the
Participant's interest in the Investment Fund as of the immediately preceding
Valuation Date, increased by any contributions by or on behalf of the
Participant since the last Valuation Date and reduced by any distribution made
to the Participant that was not taken into account in determining the
Participant's interest in the Investment Fund as of the immediately preceding
Valuation Date, and the denominator of which is the sum of the numerator amounts
for all Participants.

                  (e) The Plan Administrator shall provide each Participant with
a statement of the value of his Account as invested in the various Investment
Funds maintained under this Plan. In no event shall such statements be furnished
less frequently than once each Plan Year.

                  6.3 Voting and Tender Offer Related to Company Stock -

                  (a) Voting or Tender by Trustee - Prior to May 1,1994, the
Trustee shall vote, tender or exchange any share of Company Stock held in the
Trust Fund as directed by the Plan Administrator.

                  (b) Voting as Directed by Participants - Effective as of May
1, 1994, notwithstanding anything in the Plan or Trust Agreement to the
contrary, each Participant who timely provides instructions to the Trustee shall
be entitled to direct the Trustee how to vote on any shares of Company Stock
allocated to his Account (the "Allocated Shares") with respect to any matter for
which shareholder approval is required. In the event that shares of Company
Stock are held as part of a Company Stock fund, Allocated Shares shall also
include any shares of Company Stock represented by units of the Company Stock
fund which are allocated to a Participant's Account. The voting instructions of
the Participant shall be transmitted to the Trustee by the Participant, either
directly or through an entity providing services to the Plan. Reasonable means
shall be employed to provide confidentiality with respect to the directions by
such Participant and such directions shall be held in confidence and shall not
be divulged or released to any person including the Company or any director,
officer, employee or agent of the Company, it being the intent of this provision
to ensure that the Company (and its directors, officers, employees and agents)
cannot determine the direction given by any Participant. Such instructions shall
be in such form and shall be filed in such manner and at such time as the
Trustee and the Plan Administrator may prescribe. The Trustee shall not vote any
Allocated Shares for which it does not receive timely instructions from
Participants; provided, however, effective March 26, 2001, the Trustee shall
vote any Allocated Shares for which it does not receive timely instructions from
Participants as directed by the Administrative Committee.



                                       32
<PAGE>   33

                  (c) Tender or Exchange Directed by Participant - Effective as
of May 1, 1994, the provisions of this Section 6.3 shall also apply in the event
any person, either alone or in conjunction with others, makes a tender offer, or
exchange offer, or otherwise offers to purchase or solicits an offer to sell to
such person one percent or more of the outstanding shares of Food Lion, L.L.C.
Company Stock (herein referred to as a "Tender Offer"). The Trustee may not take
any action in response to a Tender Offer except as otherwise provided in this
Section 6.3. Each Participant shall have the right to direct the Trustee to
sell, offer to sell, exchange or otherwise dispose of the Allocated Shares in
accordance with the provisions, conditions and terms of such Tender Offer and
the provisions of this Section 6.3. The tender directions of the Participants
shall be transmitted to the Trustee by the Participants, either directly or
through an entity providing services to the Plan. Reasonable means shall be
employed to provide confidentiality with respect t the tendering direction by
such Participant and such directions shall be held in confidence and shall not
be divulged or released to any person including the Company or any director,
officer, employee or agent of the Company, it being the intent of this provision
to ensure that the Company (and its directors, officers, employees and agents)
cannot determine the tendering direction given by any Participant. Such
instructions shall be in such form and shall be filed in such manner and at such
time as the Trustee and the Plan Administrator may prescribe. A Participant who
has directed the Trustee to tender or exchange he Allocated Shares in his
Account may, at any time prior to the tender or exchange offer withdrawal date,
or such earlier date as established by the Trustee and the Plan Administrator,
instruct the trustee to withdraw, and the Trustee shall withdraw, such Allocated
Shares from the tender or exchange offer prior to the withdrawal deadline. The
Trustee and the Plan Administrator may impose reasonable limits on the number of
instructions to tender or exchange or withdraw which a Participant may give to
the Trustee. The Trustee shall sell, offer to sell, exchange or otherwise
dispose of the Allocated Shares with respect to which it has received directions
to do so under this Section 6.3 and which have not been withdrawn. The proceeds
of a disposition directed by a Participant shall be allocated to such
Participant's Account. To the extent to which Participants do not instruct the
Trustee or do not issue valid directions to the Trustee to sell, offer to sell,
exchange or otherwise dispose of the Allocated Shares, such Participants shall
be deemed to have directed the Trustee that such Allocated Shares remain in the
Participant's Account subject to all provisions of the Plan; provided, however,
that effective March 26, 2001, The Administrative Committee shall provide
direction to the Trustee with respect to any Allocated Shares for which the
Trustee has no otherwise received instructions or valid directions from
Participants.

                  (d) Obligations of the Company - The Company shall use its
reasonable best efforts, in conjunction with the Plan Administrator and the
Trustee, to cause to de delivered to each Participant on a timely basis all
proxy materials, tender or exchange materials, notices and information as are
furnished to the Company's stockholders in respect of the exercise of voting
rights, and tender or exchange rights associated with Company Stock, together
with forms by which the Participant may confidentially instruct the Trustee, or
revoke such instruction, with respect to the Allocated Shares. Any Trustee shall
prominently note that a failure to return a form to direct the tender or
exchange of Allocated Shares within a specified reasonable period of time shall
be deemed to be a direction to the Trustee not to tender or exchange such
Allocated Shares.

                  (e) Compliance with Court Order - Notwithstanding the
foregoing provisions of this Section 6.3, the Trustee, after consultation with
the Plan Administrator, shall have the



                                       33
<PAGE>   34

right to change or modify its actions hereunder to the extent such change or
modification is mandated by the terms of any valid order of a court of competent
jurisdiction.

                                   ARTICLE VII
                           DESIGNATION OF BENEFICIARY

                  The Participant's entire interest in the Plan at his death, if
any, shall be paid to such Participant's surviving spouse (if such spouse is
then living) unless prior to the Participant's death, the spouse consents in a
writing witnessed by a Plan representative or a notary public to permit the
Participant to designate a person other than the spouse as the Participant's
Beneficiary. This provision shall not apply where it is established to the
satisfaction of the Plan Administrator that such consent cannot be obtained
because there is no spouse, because the spouse cannot be located, or because of
such other circumstances as may be permitted by the regulations. The Plan
Administrator shall provide to each Participant a written explanation of the
Participant's spouse's right to waive the surviving spouse benefits described in
this Article VII.

                  Subject to the foregoing, each Employee becoming a Participant
hereunder shall designate in writing, in such form and manner as shall be
prescribed by such rules and regulations as the Plan Administrator may
promulgate in this connection, a Beneficiary or Beneficiaries of any interest
under this Trust which may be payable with respect to such Participant in the
event of his death before or after retirement, or otherwise after termination of
Employment, which designation may include the designation of al alternate
Beneficiary or Beneficiaries. Subject to the spousal consent requirements above
and also to such rules and regulations as the Plan Administrator may promulgate,
a Participant may from time to time change such designation of Beneficiary or
Beneficiaries (or alternate Beneficiary or Beneficiaries). In the event benefits
become payable upon the death of a Participant and no Beneficiary has been
properly designated as above provided, or if the designated Beneficiary or
Beneficiaries shall have predeceased him, such benefits shall be payable in full
to the surviving spouse of the Participant, and if he has no surviving spouse,
to the Participant's estate.


                                       34
<PAGE>   35

                                  ARTICLE VIII
                                 ADMINISTRATION

                  8.1 Allocation of Responsibility Among Fiduciaries for Plan
and Trust Administration - The Fiduciaries shall have only those specified
powers, duties, responsibilities and obligations as are specifically given them
under this Plan and the Trust Agreement. In general, the Employer shall have the
sole responsibility for making the contributions provided for under Article III,
and the Company shall have the sole authority to appoint and remove the Trustee,
the Committee and any Investment Manager or Managers which it may select to
provide for managing all or any portion of the Trust, and to amend or terminate,
in whole or in part, this Plan and Trust. The Plan Administrator shall have the
sole responsibility for the administration of the Plan and the Trustee shall
have the sole responsibility for management of the assets held under the Trust
(except where an Investment Manager has been appointed and subject to the right
of Participants to direct the investment of their Accounts), all as more
specifically provided hereinafter and in the Trust Agreement. Each Fiduciary may
rely upon any direction, information or action of another Fiduciary in the
exercise of the latter's respective powers, duties, responsibilities and
obligations hereunder, as being proper under this Plan and the Trust Agreement,
and shall not be required under this Plan and the Trust Agreement to inquire
into the propriety of any such direction, information or action. It is intended
under this Plan and the Trust Agreement that each Fiduciary shall be responsible
for the proper exercise of its own powers, duties, responsibilities and
obligations under this Plan and the Trust Agreement and shall not be responsible
for any act or failure to act of another Fiduciary. No Fiduciary guarantees the
Trust Fund in any manner against investment loss or depreciation in asset value.

                  8.2 Appointment of Administrative Committee - The Plan shall
be administered by the Company, or if the Board so elects, an Administrative
Committee consisting of at least three but not more than five persons appointed
by the Board. In the event a Committee is appointed to administer the Plan, the
following rules shall apply. Any member of such Committee may be removed at any
time by action of the Board and resign at any time by giving notice in writing
to the Board of his resignation. In the event of the removal or resignation of a
member of the Committee, a new member thereof shall be designated by the Board.
All usual and reasonable expenses of the Committee may be paid in whole or in
part by the Company, and any expenses not paid by the Company shall be paid by
the Trustee out of the principal or income of the Trust Fund. Any members of the
Committee who are Employees shall not receive compensation with respect to their
service for the Committee. The President of the Company (or in the event of the
President's inability or failure to act, any Vice President) shall certify in
writing to the Trustee, as promptly as practicable after any change of the
Committee the names of the persons then serving as the Committee. The Trustee
shall be entitled to rely on the names so certified as being the authorized and
acting Committee until notified of any change by subsequent certification.

                  8.3 Claims Procedure - The Plan Administrator shall have the
exclusive discretionary power to construe and interpret the Plan and the power
to determine all questions that may arise thereunder including, but not limited
to, (i) the eligibility of individuals to participate in the Plan, including
factual determinations regarding an individual's status as an Employee, which
determinations shall be reviewed under an arbitrary and capricious standard,


                                       35
<PAGE>   36

(ii) the amount of benefits to which any Participant or Beneficiary may become
entitled hereunder, and (iii) any situation not specifically covered by the
provisions of the Plan, and the Plan Administrator's decisions on such matters
shall be final and binding on all parties. If a request for a Plan distribution
by a Participant or Beneficiary is wholly or partially denied, the Plan
Administrator, or the designated party, will provide such claimant a
comprehensive written notice setting forth:

                  (a) The specific reason or 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; and

                  (d) A description of the Plan's claim review procedure. The
review procedure is available upon written request by the claimant to the Plan
Administrator within 60 days after receipt by the claimant of written notice of
the denial of the claim and includes the right to examine pertinent documents
and submit issues and comments in writing to the Plan Administrator. The
decision on review will be made within 60 days after receipt of the request for
review unless circumstances warrant an extension of time not to exceed an
additional 60 days and shall be in writing and drafted in a manner calculated to
be understood by the claimant, and include specific reasons for the decision
with references to the specific Plan provisions on which the decision is based.

                  8.4 Records and Reports - The Plan Administrator shall
exercise such authority and responsibility as it deems appropriate in order to
comply with ERISA and governmental regulations issued thereunder relating to
records of Participants' service, Account balances and the percentage of such
Account balances which are nonforfeitable under the Plan; notifications to
Participants; annual registration with the Internal Revenue Service; annual
reports to the Department of Labor; and such other documents or reports as may
be required by ERISA. The Employer shall from time to time make available to the
Plan Administrator such information with respect to the Employees, their dates
of employment, their compensation, and other matters as may be necessary or
desirable in connection with the performance by the Plan Administrator of its
duties with respect to the Plan. The Plan Administrator shall, in turn, furnish
to the Trustee such information and such rulings and decisions as the Trustee
may require or may request in connection with its performance of its duties as
Trustee of the Trust Fund hereby created.

                  8.5 Other Plan Administrator Powers and Duties - The Plan
Administrator shall have such duties and powers as may be necessary to discharge
its duties hereunder, including, but not by way of limitation, the following:

                  (a) the discretionary power to construe and interpret the
Plan, decide all questions of eligibility and determine the amount, manner and
time of payment of any benefits



                                       36
<PAGE>   37

hereunder and any such construction, interpretation or decision shall be final,
binding, and conclusive on all persons;

                  (b) to prescribe procedures to be followed by Participants or
Beneficiaries filing applications for benefits;

                  (c) to prepare and distribute, in such manner as the Plan
Administrator determines to be appropriate, information explaining the Plan;

                  (d) to receive from the Employer and from Participants such
information as shall be necessary for the proper administration of the Plan;

                  (e) to furnish the Employer, upon request, such annual reports
with respect to the administration of the Plan as are reasonable and
appropriate;

                  (f) to receive, review and keep on file (as it deems
convenient or proper) reports of the financial condition, and of the receipts
and disbursements, of the Trust Fund from the Trustee (or any Investment
Manager), and to make such recommendations to the Trustee and take such actions
as allowed in the Trust Agreements as it deems advisable;

                  (g) to appoint or employ individuals or other parties to
assist in the administration of the Plan and any other agents it deems
advisable, including accountants and legal and actuarial counsel;

                  (h) to designate or employ persons to carry out any of the
Plan Administrator's fiduciary duties or responsibilities under the Plan; and

                  (i) subject to the provisions of Section 6.3, to direct the
Trustee as to the voting of stock held in the Trust Fund established hereby, or
as to any other actions that may be appropriate with respect thereto (such as
participation in reorganizations, etc.); provided that in the absence of any
such direction, the Trustee shall have the right to vote such stock and take
such other actions in its sole discretion.

                  The Plan Administrator shall have no power to add to, subtract
from or modify any of the terms of the Plan, or to change or add to any benefits
provided by the Plan, or to waive or fail to apply any requirements of
eligibility for a benefit under the Plan.

                  8.6 Rules and Decisions - The Plan Administrator may adopt
such by-laws, rules and regulations as it deems necessary, desirable, or
appropriate, provided that same shall not be in consistent with or contrary to
the express terms of this agreement. All such by-laws, rules, regulations and
decisions of the Plan Administrator shall be uniformly and consistently applied
to all Participants in similar circumstances. When making a determination or
calculation, the Plan Administrator shall be entitled to rely upon information
furnished by a Participant or Beneficiary, the Employer, the legal or actuarial
counsel of the Employer, or the Trustee.



                                       37
<PAGE>   38

                  8.7 Committee Procedures - The Committee may act at a meeting
or by unanimous written consent without a meeting. The Committee shall elect one
of its members as Chairman, appoint a Secretary, who may or may not be a
Committee Member, and advise the Trustee of such actions in writing. The
Secretary shall keep a record of all meetings and forward all necessary
communications to the Employer or the Trustee. A quorum of the Committee shall
consist of not less than two-thirds (2/3) of the members thereof and a majority
vote of those present shall control all matters acted upon at a meeting of the
Committee. A dissenting Committee Member, who, within a reasonable amount of
time after he has knowledge of any action or failure to act by the majority,
registers his dissent in writing and delivers such writing to the other
Committee Members, the Employer and the Trustee, shall not be responsible for
any such action or failure to act.

                  8.8 Authorization of Benefit Payments - The Plan Administrator
shall issue directions to the Trustee concerning all benefits which are to be
paid from the Trust Fund pursuant to the provisions of the Plan.

                  8.9 Application and Forms for Benefits - The Plan
Administrator may require a Participant or Beneficiary to complete and file with
the Plan Administrator an application for a benefit an d all other forms
approved by the Plan Administrator, and to furnish all pertinent information
requested by the Plan Administrator. The Plan Administrator may rely upon all
such information so furnished it, including but not limited to, the
Participant's current mailing address. To the extent the Plan Administrator uses
electronic mechanisms to implement "paperless administration" with respect to
notices, consents, voluntary tax withholding, enrollment, contribution
elections, beneficiary designations, and rollover elections, such paperless
administration shall be implemented in accordance with regulations and other
guidance promulgated by the Internal Revenue Service and the Department of
Labor.

                  8.10 Payment for Benefit of Disabled or Incapacitated Person -
Whenever, in the Plan Administrator's opinion, a person entitled to receive any
payment of a benefit or installment thereof hereunder is under a legal
disability or is incapacitated in any way so as to be unable to mange his
financial affairs, the Plan Administrator may direct the Trustee to make
payments to such person or to his legal representative or to a relative or
friend of such person for his benefit, or the Plan Administrator may direct the
Trustee to apply the payment for the benefit of such person in such manner as
the plan Administrator considers advisable. Any payment of a benefit or
installment thereof in accordance with the provisions of this Section shall be a
complete discharge of any liability for the making of such payment under the
provisions of the Plan.

                  8.11 Notices to Trustee - All notices from the Plan
Administrator or any Investment Manager to the Trustee shall be in writing, and
the Trustee may rely thereon in carrying out its duties and responsibilities
hereunder.

                  8.12 Indemnification - The Employer shall indemnify each
member of the Committee for any liability, assessment, loss, expense or other
cost, of any kind or description whatsoever, including legal fees and expenses,
actually incurred by a member on account of any action or proceeding, actual or
threatened, which arises as a result of being a member of the



                                       38
<PAGE>   39

Committee provided such action or allegation does not arise as a result of the
member's own negligence, willful misconduct or lack of good faith.

                  8.13 Payment of Expenses - All expenses incident to the
administration, termination or protection of the Plan and Trust, including but
not limited to, actuarial, legal, accounting, and Trustee's fees ("Plan
Expenses"), shall be paid by the Trustee from the Trust Fund and, until paid,
shall constitute a first and prior claim and lien against the Trust Fund;
provided, however, that the Trustee may reimburse the Employer for any expense
paid by the Employer that would otherwise have been properly chargeable to the
Plan as a Plan Expense.


                                       39
<PAGE>   40

                                   ARTICLE IX
                              AMENDMENT OF THE PLAN


                  The Company, through resolutions adopted by the Board, shall
have the right at any time by an instrument in writing, duly executed and
acknowledged and delivered to the Trustee, to modify, alter or amend this Plan
in whole or in part, provided, however, that the duties, powers and liability of
the Trustee hereunder shall not be substantially modified without its written
consent and provided further that any benefits which have actually accrued and
become payable hereunder shall not be affected thereby. No amendment shall be
made which shall cause or authorize any part of the Trust Fund to revert or be
refunded to the Employer or to be used for or diverted to purposes other than
the exclusive and sole benefit of the Participants or their Beneficiaries (other
than such part as is required to pay taxes and expenses of administration). The
Company, through resolutions adopted by the Board, shall have the limited right
to amend this Plan at any time, retroactively or otherwise, in such respects and
to such extent as may be necessary to qualify it under existing and applicable
laws and regulations so as to permit the full deduction for tax purposes of the
Employer's contributions made hereunder, and if and to the extent necessary to
accomplish such purpose may by such amendment, to the extent permitted by ERISA
and the Code, decrease or otherwise affect the rights of Participants to
benefits which have actually accrued and become payable hereunder, any provision
herein to the contrary notwithstanding.

                  No amendment to the Plan shall reduce a Participant's Account
balance or eliminate an optional form of distribution except to the extent
permissible under ERISA and Code sections 411, 412, or any other relevant Code
section, or regulations issued under ERISA or the Code. No amendment to the Plan
shall have the effect of decreasing a Participant's Account or Vested Interest
determined without regard to such amendment as of the later of the date such
amendment is adopted or the date it becomes effective.


                                       40
<PAGE>   41

                                    ARTICLE X
             DISCONTINUANCE OF CONTRIBUTIONS AND TERMINATION OF PLAN


                  10.1 Intention to Continue Plan - The Plan herein provided for
has been established by the Employer with the bona fide intention that it shall
be continued in operation. However, the Employer, through resolutions adopted by
its Board of Directors, reserves the right at any time to discontinue
contributions or to terminate the Plan.

                  10.2 Termination or Partial Termination of Plan - Should the
Employer, through resolutions adopted by its Board of Directors, decide to
terminate or partially terminate the Plan, the accounts of all Participants
affected thereby, shall become fully vested and nonforfeitable. The Trustee
shall be notified of any termination or partial termination in writing and shall
proceed at the direction of the Plan Administrator to liquidate the assets of
the Trust Fund. Upon termination of the Plan by an Employer, the Employer shall
not thereafter make any further contributions under the Plan, and no amount
shall thereafter be payable under the Plan to or in respect of any Participants
then employed by such Employer, except as provided in this Article X or except
as amounts may become payable under the Plan as a result of such Participants
continuing their participation in the Plan as a result of being employed by
other participating Employers. To the maximum extent permitted by ERISA,
transfers, distributions or other dispositions of assets of the Plan as provided
in this Article X shall constitute a complete discharge of all liabilities under
the Plan. Promptly upon any such termination the Trustee shall (i) pay any due
and accrued expenses and liabilities of the Trust and any expenses involved in
the termination of the Plan and appropriately adjust, as may be required, the
Forfeiture Account and all Accounts of Participants for such expenses and
charges; (ii) appropriately adjust, as of the date of such termination, the
Employer Contribution Accounts of Participants who are then Employed by the
Employer to which the termination applies, (treating, for this purpose, any
Participant whose Employment had previously terminated, but who had not yet
incurred a Break in Service prior to such date, as having incurred a Break in
Service immediately prior to such date); (iii) allocate to the Employer
Contribution Accounts of Participants who are then Employed by the Employer to
which the termination applies, (treating, for this purpose, any Participant
whose Employment had previously terminated, but who had not yet incurred a Break
in Service prior to such date, as having incurred a Break in Service immediately
prior to such date) the balance of the Forfeiture Account available for
allocation in the manner set forth in Section 4.3 hereof; and (iv) adjust for
income, gains and losses in the Trust Fund to such termination date in the
manner described in Section 4.2 hereof as if such termination date was an Annual
Valuation Date. The interest of each such Participant who is the Employed by
such Employer in the adjusted amount then credited to his Employer Contribution
Account and shall be nonforfeitable as of such date. The full current value of
each adjusted Account shall be paid from the Trust Fund to the Participant for
whom such Account is maintained in such manner of distribution specified in
Section 5.6 hereof and at such time or times as the Plan Administrator shall in
its sole discretion determine.

                  In the event of a partial termination of the Plan, the
payments, adjustments and distributions described above shall also be made, but
only with respect to the portion of the Plan being terminated.



                                       41
<PAGE>   42

                  Termination or partial termination of the Plan shall not
affect the payment of benefits, in accordance with Article V hereof, from the
Trust Fund except as specifically provided herein, nor shall such funds
thereafter be divested by reason of any provision hereof.

                  10.3 Discontinuance of Contributions - In the event of a
complete discontinuance by the Employer of the contributions to be made by it
hereunder, the accounts of Participants shall be treated, and the rights of
Participants shall be, as if the Plan was terminated as contemplated under
Section 10.2 immediately above on the effective date of such discontinuance or
the date such discontinuance is deemed to have been effective, including, but
not limited to, nonforfeitability of all amounts credited to the Employer
Contribution Accounts of Participants who are then Employed by such Employer.

                  The mere suspension of a contribution for a year or years
during which the Employer earns profits shall not in itself be deemed a
discontinuance within the meaning of this Section 103, unless such suspension
shall be deemed to have ripened into a discontinuance under the applicable
provisions of the Code, any valid regulations promulgated thereunder or any
rulings properly interpreting and applying same.

                  10.4 Internal Revenue Service Approval - Notwithstanding the
foregoing, the Trustee shall not be required to make any distribution from the
Trust in the event the Plan is terminated or contributions are completely
discontinued until such time as the Internal Revenue Service shall have
determined in writing that such termination or discontinuance will not adversely
affect the prior qualification of the Plan.


                                       42
<PAGE>   43

                                   ARTICLE XI
                                  MISCELLANEOUS


                  11.1 Participants' Rights; Acquittance - Except to the extent
required by law as in effect and applicable hereto, from time to time neither
the establishment of the Trust hereby created, nor any modification thereof, nor
the creation of any fund or account, nor the payment of any benefits, shall be
construed as giving to any Participant or other person any legal or equitable
right against the Employer, or any officer or Employee thereof, or the Trustee
or the Committee except as herein provided; nor shall any Participant have any
legal right, title or interest in this Trust or any of its assets, except in the
event and to the extent that benefits any actually accrue to him hereunder, and
the same limitations shall be applicable with respect to death benefits which
may be payable to the Beneficiaries of the Participant. Under no circumstances
shall the terms of Employment of any Participant be modified or in any way
affected hereby. This Plan and the Trust Agreement shall not constitute a
contract of Employment nor afford any individual any right to be retained in the
employ of the Employer.

                  11.2 Spendthrift Clause - To the extent permitted by law,
Participants are prohibited from anticipating, encumbering, alienating or
assigning any of their rights, claims or interest in this Trust or in any of the
assets thereof, and no undertaking or attempt to do so shall in any wind bind
the Plan Administrator or the Trustee or be of any force or effect whatsoever.
Furthermore, to the extent permitted by law, no such rights claims or interest
of a Participant in this Trust or in any of the assets thereof shall in any way
be subject to such Participant's debts, contracts or engagements, nor to
attachment, garnishment, levy or other legal or equitable process. Provided,
however, anything to the contrary herein notwithstanding, to the extent
permissible under applicable law, a Participant's interest hereunder is subject
to all bona fide and existing debts owed by such Participant to the Plan and
Trust, if any, and upon such Participant or the Beneficiary of such Participant
becoming entitled to receive payment of any benefit hereunder, the Trustee, if
it shall, prior to disbursement have received certified notice or confirmation
from the Plan Administrator in such form as it may reasonably require of the
fact and amount of such indebtedness, shall pay first from the benefits so
payable the amount of such indebtedness to the Plan and Trust with the
remainder, if any, being payable as otherwise provided herein.

                  In any action or proceeding involving the Trust Fund, or any
property constituting part or all thereof, or the administration thereof, the
Employer, the Plan Administrator, and the Trustee shall be the only necessary
parties and no Employees or former Employees of the Employer or their
Beneficiaries can any other person having or claiming to have an interest in the
Trust Fund or under the Plan shall be entitled to any notice or service of
process.

                  Any final judgment which is not appealed or appealable that
may be entered in any such action or proceeding shall be binding and conclusive
on the parties hereto, the Plan Administrator and all persons having or claiming
to have any interest in the Trust Fund or under the Plan.



                                       43
<PAGE>   44

                  The foregoing provision against the assignment of a
Participant's right in the Plan shall not apply in the case of a qualified
domestic relations order which is determined by the Plan Administrator to meet
the requirements of section 414(p) of the Code.

                  11.3 Participation of Affiliated Employers and Their Employees
- With the written consent of the Company, an Affiliated Employer may become a
party to this Plan and become an adopting Employer pursuant to authorization by
its Board of Directors. In the event an adopting Employer does so become a
party, it shall contribute to the Plan, and its Employees shall be entitled to
benefits thereunder, in accordance with its terms, subject to the following
special provisions:

                  (a) The contribution of each adopting Employer shall be
determined separately by its Board of Directors under Section 3.1 hereof.

                  (b) In computing the Service of a person who is in the employ
of more than one of the adopting Employers at the same time, the period of
Service of such person with any of the adopting Employers shall be counted, and
a transfer of an Employee from the Employment of one adopting Employer to the
Employment of another shall not interrupt his Service, nor shall such a transfer
constitute a termination of Employment under the terms of this Plan.

                  (c) The contribution of each adopting Employer shall be
allocated among its Employees separately from the contributions of the others in
accordance with the provision of Section 4.3. Net increases and decreases in the
value of the Trust Fund resulting from increases or decreases in the value of
the assets of the Trust and earnings and losses shall be allocated among all
Participants under the Plan as a group in accordance with the provisions of
Section 4.2. Participants who are Employees of one or more adopting Employers
shall have separate accounts with respect to their participation as an Employee
of each such adopting Employer.

                  (d) In the event of a transfer of any Participant from the
Employment of one adopting Employer to the Employment of another, his Account
shall be considered and treated thereafter as the Account of a Participant who
is an Employee of the adopting Employer to which he is transferred.

                  In the event of such a transfer, the Participant transferred
shall share in the next annual contribution of each of such adopting Employers
on a pro rate basis, based upon the amount of wages or salary earned with each
such Employer during its fiscal year in which the transfer takes place.

                  11.4 Successor Employer - In the event of the dissolution,
merger, consolidation or reorganization of the Employer, provision may be made
by which the Plan and Trust will be continued by the successor; and, in that
event, such successor shall be substituted for the Employer under the Plan. The
substitution of the successor shall constitute an assumption of Plan liabilities
by the successor and the successor shall have all the powers, duties and
responsibilities of the Employer under the Plan.

                  11.5 Transfer of Plan Assets - In the event of any merger of
consolidation of the Plan with, or transfer in whole or in part of the assets
and liabilities of the Trust Fund to, another trust fund held under any other
plan of deferred compensation maintained or to be



                                       44
<PAGE>   45

established for the benefit of all or some of the Participants of this Plan, the
assets of the Trust Fund applicable to such Participants shall be transferred to
the other trust fund only if:

                  (a) Each Participant would, if either this Plan or the other
plan then terminated, receive a benefit immediately after the merger,
consolidation or transfer 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;

                  (b) Resolutions of the Board of Directors of the Employer of
the affected Participants, shall authorize such transfer of assets, and, in the
case of the new or successor Employer of the affected Participants, its
resolutions shall include an assumption of liabilities with respect to such
Participant's inclusion in the new Employer's plan; and

                  (c) Such other plan and trust are qualified under sections
401(a) and 501(a) of the Code.

                  11.6 Delegation of Authority by Employer - Whenever the
Employer under the terms of this Plan is permitted or required to do or perform
any act or matter or thing it shall be done and performed by any officer
thereunto duly authorized by the Board.

                  11.7 Construction of Agreement - This Plan and the Trust
Agreement shall be construed according to the laws of the State of North
Carolina, and all provisions hereof shall be administered according to, and its
validity and enforceability shall be determined under the laws of such state,
except where pre-empted by ERISA.

                  11.8 Headings - The headings of Articles, Sections and
Subsections are for ease of reference only and shall in no wise be construed to
limit or modify the detailed provisions hereof.

                  11.9 Compliance With Distribution Method and Timing
Regulations - Notwithstanding any other provision of this Plan, if, and solely
to the extent that, any provision of the Plan becomes a material violation of
Code sections 401 or 411 as an impermissible restriction on an individual's
rights with respect to the timing or method of any alternative form of benefit,
then such Plan provision(s) shall thereafter be construed and administered in a
manner which grants to each Participant or his Beneficiary(ies), as applicable,
such additional rights, and only such additional rights, as will satisfy such
Code sections.

                  11.10 Qualification of Plan as Condition - This Plan is based
upon the condition subsequent that it shall be approved and qualified by the
Internal Revenue Service as meeting the requirements of the Federal Internal
Revenue Code and regulations issued thereunder with respect to employees' profit
sharing plans and trusts so as to permit, among other incidents to such
qualified plans, the Employer to deduct for income tax purposes the amount of
its contributions to the Plan as set forth herein, and so that such
contributions will not be taxable at the time of contribution to the
Participants as income. Therefore, if, when this Plan is submitted for
qualification and approval by the Internal Revenue Service, the Internal Revenue
Service rules that the Plan does not meet the requirements of the Internal
Revenue code for qualification for purposes specified in the preceding sentence
and the deficiencies precluding qualification may not be corrected by amendment
effective as of the Effective Date of this Plan, then



                                       45
<PAGE>   46

regardless of any other provision herein contained, this agreement shall be and
become null and void ab initio.


                                       46
<PAGE>   47

                                   ARTICLE XII
                            TOP-HEAVY PLAN PROVISIONS


                  2.1 Application - In the event that the Plan is determined to
be a Top-Heavy Plan as hereinafter defined, this Article XII shall become
effective as of the first day of the Plan Year in which the Plan is a Top-Heavy
Plan.

                  12.2 Definitions -

                  (a) Annual Compensation - Compensation as determined according
to section 414(q)(7) of the Code.

                  (b) Key Employee - During any year that the Plan is a
Top-Heavy Plan, a Participant who is a Key Employee within the meaning of
section 416 of the Code, including any Employee, former Employee or Beneficiary
of an Employee or former Employee who at any time during the Plan Year or any of
the four (4) preceding Plan Years is:

                           (i) an Officer of the Employer who Annual
         Compensation is greater than 50% of the amount in effect under section
         415(b)(1)(A) of the Code for any Plan Year, provided that Employees
         described in section 414(q)(8) of the Code shall be excluded;

                           (ii) 1 of the 10 employees having Annual Compensation
         of more than the dollar limitation is section 415(c)(1)(A) of the Code
         and owning (or considered as owning within the meaning of section 318
         of the Code) the largest interest in the Employer;

                           (iii) a one percent (1%) owner of the Employer having
         Annual Compensation from the Employer of more than $150,000; or (iv) a
         five percent (5%) owner of the Employer.

                  Ownership shall be determined according to section
4156(i)(1)(B) of the Code. For purposes of (i) above, no more than fifty (50)
Employees (or if less, the greater of three (3) or ten percent (10%) of the
Employees) shall be treated as officers. For purposes of (ii) above, if two
Employees have the same ownership interest, the Employee with the higher Annual
Compensation shall be treated as having the larger interest. An Employee who is
not a Key Employee shall be a non-Key Employee.

                  (c) Minimum Contribution - For a Plan Year, the lesser of
three percent (3%) of a Participant's compensation (within the meaning of
section 415 of the Code) or a percentage of a Participant's compensation equal
to the percentage at which contributions are made (or required to be made) under
the Plan and all other plans required to be aggregated under section 416(g)(2)
of the Code, (i.e., each plan maintained by the Employer in which a Key Employee
is a Participant and all other plans maintained by the Employer which enable the
plans in which a Key Employee is a Participant to meet the requirements of
section 401(a)(4) and section 410) for the Key Employee for whom such percentage
is highest. The percentage of a Key Employee's



                                       47
<PAGE>   48

compensation at which contributions are made shall be determined by dividing the
contributions for each such employee by so much of his compensation for the Plan
Year as does not exceed the Annual Compensation Limit then in effect.

                  (d) Top-Heavy Plan - A plan that is required is such year to
satisfy the requirements of section 416 of the Code because the aggregate of the
accounts of all Key Employees in the Plan exceeds sixty percent (60%) of the
aggregate of the accounts of all Participants in the Plan, such determination to
be made in accordance with the procedures described in section 416(g) of the
Code and the regulations thereunder as of the Annual Valuation Date immediately
preceding such Plan Year (or in the case of the first Plan Year, as of the last
day of such Plan Year) (the "determination" and "valuation" date) and shall
include distributions made in the last five years. The account balance of any
Participant who has not performed any services for the Employer in the last five
years shall be taken into account. For purposes of determining whether the Plan
is a Top-Heavy Plan, the Plan shall be aggregated with all other plans
maintained by the Employer which are required to be aggregated with the Plan in
order for the Plan to meet the requirements of sections 401(a)(4) and 410 of the
Code, and all other plans maintained by the Employer in which Key Employee is a
Participant (the "Required Aggregation Group"). In addition, the Plan may also
be aggregated with any other plans maintained by the Employer (the "Permissive
Aggregation Group"), so long as such aggregation would not prevent the
aggregated group from satisfying the requirements of Code sections 401(a)(4) and
410.

                  12.3 Allocation of Minimum Contribution - For any year in
which the Plan is a Top-Heavy Plan, the Minimum Contribution as defined in
Section 12.2(c) hereof shall be made to the account of each Participant who is a
non-Key Employee, unless the Minimum Contribution for the Participant is made
under another defined contribution plan maintained by the Employer. Such Minimum
contribution shall be made to the Employer Contribution Account of each non-Key
Employee Participant who has not separated from service on the last day of such
Plan Year without regard to such Participant's Hours of Service such Plan Year
and without regard to such Participant's Annual Compensation for such Plan Year.
Such Minimum Contribution shall be made without consideration of the Employer's
contributions under section 3111 of the Code. The Employer and Committee shall
determine under which plan a Participant shall receive the Minimum Contribution
if the Employee is a Participant in more than one plan maintained by the
Employer.

                  12.4 Vesting - If for any Plan Year or Years the Plan is a
Top-Heavy Plan, the schedule in Section 5.5 shall be replaced with the following
vesting schedule in accordance with section 416(b) of the Code:

         YEARS OF SERVICE
             PERCENTAGE              VESTED PERCENTAGE          FORFEITED
         ----------------            -----------------          ---------
         Less than 3                         0%                   100%
         3 or more                         100%                     0%

                  If the Plan ceases to be a Top-Heavy Plan, the vesting
schedule in this Section 12.4 shall revert to the schedule contained in Section
5.5; provided that any portion of the



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accrued benefit that was nonforfeitable before the Plan ceases to be a Top-Heavy
Plan shall remain nonforfeitable, and further provided that if any Participant
who has three (3) or more Years of Service at the time the Plan ceases to be a
Top-Heavy Plan shall have the right to elect during the Election Period (as
hereinafter defined) to continue to have his vested interest determined in
accordance with the vesting schedule contained in this Section 12.4.

                  For the purposes of this Section 12.4, Year of Service shall
include service prior to the Effective Date, and shall include service during
the Election Period. The Election Period shall be the period during which such
Participants may make such vesting schedule election and shall begin on the date
of the adoption of the amendment which changes the vesting schedule and shall
end on the later of:

                           (i) The date which is 60 days after the adoption of
         the amendment which changes the vesting schedule;

                           (ii) The date which is 60 days after the effective
         date of the amendment which changes the vesting schedule; or

                           (iii) The date which is 60 days after the date, such
         Participant is notified in writing of the amendment which changes the
         vesting schedule.

                  IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized corporate officers and its corporate seal to
be hereunto affixed as of the day and year first above written.





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